TCR_Public/120802.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, August 2, 2012, Vol. 16, No. 213

                            Headlines

ACCREDITED MEMBERS: To Acquire HOJ in Reverse Triangular Merger
ADVANCED ACQUISITIONS: Files Schedules of Assets and Liabilities
ALLIED IRISH: Incurs EUR1.1BB Operating Loss in Half-Year 2012
ALLIED SYSTEMS: Utility Providers Barred From Halting Services
ALLIED SYSTEMS: Can Pay $1.1-Mil in Critical Vendor Claims

ALLIED SYSTEMS: Wants to Employ Richards Layton as Co-Counsel
ALON USA: S&P Withdraws 'B+' Rating on $700MM Senior Secured Loan
AMERICAN AIRLINES: Grants Adequate Protection to Aircraft Parties
AMERICAN AIRLINES: Allows Setoff With Wayne County Airport
AMERICAN ARCHITECTURAL: Files Schedules of Assets and Debts

AMERICAN ARCHITECTURAL: Section 341(a) Meeting Set for Aug. 7
AMERICAN ARCHITECTURAL: Univest Opposing Continued Cash Use
AMERICAN ARCHITECTURAL: U.S. Trustee Forms Creditors Committee
AMERICAN CAPITAL: Moody's Affirms 'B2' Corporate Family Rating
AMERICAN INT'L: Judicial Files FOIA Suit vs. Fed Reserve Govs

AQUILEX LLC: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable
AVX CORPORATION: Has $136.8 Mil. Net Loss in June 30 Quarter
BILLMYPARENTS INC: CEO's Salary to Grow by $40,000 Per Year
CALIFORNIA: Municipal Funds Get Most Demand Since 2007
CASTAIC PARTNERS: Voluntary Chapter 11 Case Summary

CCI FUNDING I: Bankr. Court Keeps Jurisdiction in Fall River Suit
CHILE MINING: Fails to Achieve Fiscal 2012 Financial Target
CISCO BROTHERS: Exits Chapter 11; 5% Recovery for Unsecureds
COLT DEFENSE: Moody's Confirms 'Caa1' CFR/PDR; Outlook Negative
COMARCO INC: Settles Lawsuit with Contract Manufacturer EDAC

COMSTOCK MINING: Has $10MM Loan Commitment from Caterpillar & RIF
CONCHO RESOURCES: Moody's Affirms 'Ba3' Corporate Family Rating
CUBIC ENERGY: Gets NYSE MKT Approval for Extension of Plan Period
CURAXIS PHARMACEUTICALS: Files for Chapter 7 Liquidation
DBSI INC: Wavetronix Asks to Name Trustee in RICO Suit

DEER PARK: S&P Lowers Stand-alone Credit Profile to 'bb'
DELUXE ENTERTAINMENT: S&P Lowers Corporate Credit Rating to 'B-'
DEWEY & LEBOEUF: Bonuses Okayed, Use of Discretionary Funds Denied
DEWEY & LEBOEUF: Gets 2-Week Cash Lifeline to Aid Ex-Partner Deal
DRINKS AMERICAS: Delays Form 10-K for Fiscal 2012

DUNKIN' BRANDS: S&P Affirms 'B+' CCR After $400MM Term Loan Add-On
DUTCH LAKE: Voluntary Chapter 11 Case Summary
E-MAX GROUP: Case Summary & 20 Largest Unsecured Creditors
ELBIT VISION: Reports $519,000 Net Profit in Second Quarter
ENERGY CONVERSION: Court Confirms Liquidation Plan

FC-GEN OPERATIONS: Moody's Assigns 'B2' CFR/PDR; Outlook Stable
FINANCIAL DATA: Voluntary Chapter 11 Case Summary
FIVE PONDS: Voluntary Chapter 11 Case Summary
FRANKLIN CREDIT: Bankruptcy Court Confirms Prepackaged Plan
FREEDOM ENVIRONMENTAL: Posts $390,100 Net Loss in Q1 2012

GEL LLC: Court Says Chapter 22 Cases Filed in Bad Faith
GENERAL AUTO: Hires Cassinelli Jackson as Appraiser
GENTA INC: Has Go Signal to Start Tesetaxel Clinical Trial
GENTA INC: Warns of Possible Bankruptcy Filing
GORDIAN MEDICAL: Exclusive Plan Filing Period Extended to Oct. 31

GYNGER L. WILLIAMS: Wells Fargo Has Green Light to Foreclose
HARPER BRUSH: U.S. Trustee Appoints 5-Member Creditors Panel
HARPER BRUSH: Wants Until Sept. 26 to Use Cash Collateral
HARPER BRUSH: Can Use Cash Through December
HD SUPPLY: To Launch Track-On Offering of $200-Mil. Senior Notes

HRK HOLDINGS: Files Schedules of Assets and Liabilities
HRK HOLDINGS: Proposes $125,000 DIP Financing From Arsenal
INDIANAPOLIS DOWNS: CEO Objects to Racino's Confirmation Plan
INFINITY CUSTOM: Case Summary & 20 Largest Unsecured Creditors
INOVA TECHNOLOGY: Incurs $1.2 Million Net Loss in Fiscal 2012

IOWORLDMEDIA INC: Amends Terms & Designations of Preferred Stock
HUGHES TELEMATICS: Communications Investors Owns 0% Equity Stake
INOVA TECHNOLOGY: MaloneBailey LLP Raises Going Concern Doubt
INTERNATIONAL TEXTILE: Inks Debt Swap Agreement with WLR
JABIL CIRCUIT: Moody's Rates New $500MM Sr. Unsecured Notes 'Ba1'

JABIL CIRCUIT: S&P Rates Senior Unsecured Notes Due 2022 'BB+'
JENBELLA PROPERTIES: Case Summary & 2 Unsecured Creditors
LEGENDS GAMING: Returns to Ch. 11 to Sell DiamondJack's for $125MM
LEVEL 3: Fitch Rates $1.415-Bil. Secured Credit Facility 'BB'
LEVITT AND SONS: Court Enforces Plan Injunction

LOCATION BASED TECH: Launches New Commercial Business Solutions
LONGTERM LODGING: Case Summary & 20 Largest Unsecured Creditors
LSP ENERGY: Texas County May Lose $4.4MM If SMEPA Wins Auction
MALDEN BROOK: Judge Converts Case to Chapter 7 Proceeding
MAMTEK U.S.: Assets From Missouri Sweetener Plant Set for Auction

MARATHON OIL: Moody's Issues Summary Credit Opinion
MARSH HAWK: Prudential to Pay $232K Under Confirmed Plan
MCCLATCHY CO: Reports $26.9 Million Net Income in Second Quarter
METOKOTE CORP: Moody's Withdraws Ratings After Loan Repayment
MF GLOBAL: Corzine Tie Didn't Compel Gensler Recusal, Review Says

MICHAEL LINDSEY: Case Summary & 4 Unsecured Creditors
MOHEGAN TRIBAL: Files Statistical Report for Mohegan Sun
MONTROSE APARTMENTS: Case Summary and Unsecured Creditor
MORGAN'S FOODS: JCP Investment Discloses 15.4% Equity Stake
MPG OFFICE: Eight Directors Elected at Annual Meeting

MPG OFFICE: Caspian Holds 4.9% of Series A Preferred Shares
MSC SOFTWARE: Moody's Withdraws 'B2' Corporate Family Rating
MSR RESORT: Judge Hands Down Mixed Rulings in MSR-Hilton Row
NELSON EDUCATION: Moody's Lowers Corp. Family Rating to 'Caa1'
NEOMEDIA TECHNOLOGIES: Sells $450,000 Debenture to YA Global

NESBITT PORTLAND: Eight Embassy Hotels Seek Chapter 11
NET TALK.COM: Issues 1.5 Million Common Shares to Rate Technology
NEW LEAF BRANDS: EisnerAmper Raises Going Concern Doubt
NOVADEL PHARMA: Effectively Insolvent, May Seek Bankruptcy
NUVILEX INC: Delays Form 10-K for Fiscal 2012

OAKFIELD STONE: Case Summary & 20 Largest Unsecured Creditors
OPTIMUMBANK HOLDINGS: Incurs $800,000 Net Loss in 2nd Quarter
OZZIR PROPERTIES: Case Summary & 13 Unsecured Creditors
PACIFIC RIM MINING: Posts US$1.8-Mil. Net Loss in Fiscal 2012
PBJT935927 2008: Case Summary & 4 Unsecured Creditors

PEREGRINE FIN'L: Trustee to Set Foreign-Exchange Claims Procedures
PHARMOS CORP: Incurs $382,878 Net Loss in Second Quarter
PHILADELPHIA ORCHESTRA: Officially Emerges From Chapter 11
POSITIVEID CORP: Amends Form S-1 Registration Statement
PMI GROUP: CFO Donald Lofe Quits to Work for Another Company

RAAM GLOBAL: S&P Affirms 'B-' Corp. Credit Rating; Outlook Stable
RADIOSHACK CORP: Has 80% Chance of Default, Bloomberg Says
READER'S DIGEST: S&P Puts 'CCC+' CCR on Watch Neg on Weak Earnings
REDPRAIRIE CORP: $20MM Debt Upsize No Impact on S&P's 'B+' CCR
RESIDENTIAL CAPITAL: Court OKs Scope of Examiner Investigation

RESIDENTIAL CAPITAL: Nov. 12 Settlement Deadline for RMBS Trustees
RESIDENTIAL CAPITAL: Can Continue Loss Mitigation Programs
RESIDENTIAL CAPITAL: To Process Mortgage Loan Commitments
RESIDENTIAL CAPITAL: Has Deloitte & Touche as Auditor
SCOTTO RESTAURANT: Suit Challenging Lenders' Liens Goes to Trial

SAGAMORE PARTNERS: Court Extends Solicitation Period for 3rd Time
SAGAMORE PARTNERS: Can Access Cash Collateral Until Aug. 23
SEVEN SEAS: S&P Rates $340MM First-Lien Sr. Credit Facilities BB-
SFRP, LLC: Voluntary Chapter 11 Case Summary
SHAW GROUP: Moody's Reviews 'Ba1' CFR/PDR for Downgrade

SHERRILL MANUFACTURING: Great American Holds Auction
SP NEWSPRINT: Wins Court Approval for Aug. 17 Auction
STANDARD PACIFIC: Fitch Rates $150MM Senior Notes Offering 'B-'
STANDARD PACIFIC: Moody's Rates $150MM Senior Note Offering 'B3'
STELLAR GT TIC: The Georgian Remains Under Receiver's Care

SUPERMEDIA INC: Reports $64 Million Net Income in Second Quarter
THORNBURG MORTGAGE: Objection to Case Trustee's Fees Bid Extended
TXCO RESOURCES: Court Enters $15.9MM Judgment on Trade Secrets
U.S. POSTAL: Declines to Make $5.5-Bil. Prefunding for Retirees
UNI-PIXEL INC: Incurs $2 Million Net Loss in Second Quarter

VANN'S INC: CEO Seeks Financing for Possible Chapter 11
VITESSE SEMICONDUCTOR: Raging Buys $4 Million Debenture
WALL STREET SYSTEMS: S&P Alters 'B' Rating Outlook to Positive
WINDSOR CAPITAL: Sends 8 Embassy Suites Hotels to Chapter 11
WPCS INTERNATIONAL: J.H. Cohn Raises Going Concern Doubt

WOUND MANAGEMENT: Amends Forbearance Agreement with Juventas

* Moody's Says Fewer States to Issue Cash Flow Notes
* CFPB and DOE Issue Report on Student Loans and Bankruptcy
* Creditors May Take Loss in Clearinghouse Failure

* Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

ACCREDITED MEMBERS: To Acquire HOJ in Reverse Triangular Merger
---------------------------------------------------------------
Accredited Members Holding Corporation entered into an Agreement
and Plan of Merger and Reorganization with Hangover Joe's, Inc.,
whereby the Company would acquire HOJ in a reverse triangular
merger.  On July 25, 2012, the parties closed the Acquisition and
a Statement of Merger was filed and effective with the Colorado
Secretary of State on that day.  Upon closing the Acquisition, the
Company issued a total number of common shares to the HOJ
shareholders in exchange for all of their ownership interests in
HOJ such that they now own approximately 69% of the Company.  The
current shareholders of the Company would own approximately 31% of
the Company after the closing of the Acquisition.

The Merger Agreement further provided that, within five business
days after the closing of the Acquisition the Company would sell
to Accredited Members Acquisition Corporation all of the equity
interests in three of the Company's subsidiaries, being Accredited
Members, Inc., AMHC Managed Services, Inc. and World Wide Premium
Packers, Inc.  Buyer would pay $10,000 and assume all liabilities
related to the Subsidiaries in exchange for all of the shares in
the Subsidiaries owned by the Company.  The parties closed the
Sale on July 27, 2012.

On July 25, 2012, pursuant to the terms of the Merger Agreement,
David Lavigne submitted his resignation as a director and the
Chief Financial Officer of the Company.

On July 25, 2012, pursuant to the terms of the Merger Agreement
(a) Michael Jaynes was appointed as a director and the President
and Chief Executive Officer of the Company, (b) Michael Malm was
appointed as a director of the Company, and (c) J.W. Roth was
appointed as the Treasurer of the Board, Mr. Roth continues in his
capacity as Secretary and Chairman of the Company.

Hangover Joe's has obtained shareholder approval for a transaction
with Accredited Members Holding Corporation.  As part of the
transaction, Hangover Joe's will trade under the ACCM ticker
symbol until a new symbol is assigned.  The name change of AMHC to
Hangover Joe's Holding Corporation, and the new trading symbol,
are expected to be in effect prior to the end of July.

"This is a tremendous opportunity for us to continue our
exponential growth with the support of new investors and the
guidance and expertise of Accredited Members behind us," said
Hangover Joe's co-founder Mike Jaynes.  "Hangover Joe's has become
an international sensation through our partnership with Warner
Bros. Pictures and new distribution deals in Canada, Australia and
New Zealand.  We're eager and ready to ramp up and expand our
reach both around the globe and with new distributors and retail
outlets here in the U.S."

"The merger just makes good business sense, giving us the
opportunity to grow the Hangover Joe's brand both domestically and
internationally in any number of unique and exciting ways," said
co-founder Shawn Adamson.

                       Annual Meeting Results

At the annual meeting of shareholders on July 24, 2012, the
Company's shareholders approved two amendments to the Company's
Articles of Incorporation.  The Company filed each of the
amendments to its Articles of Incorporation with the Colorado
Secretary of State to effect such amendments.  The two amendments
accomplished the following:

   1. Increased the Company's authorized capital to 150,000,000
      shares of common stock and 10,000,000 shares of preferred
      stock.  Filed and effective July 24, 2012.

   2. Change the name of the Company from Accredited Members
      Holding Corporation to a name approved by the Company's
      directors.  The designation of the Company's name by the
      directors was approved on July 24, 2012, to be filed as
      "Hangover Joe's Holding Corporation".  This amendment was
      filed July 25, 2012, and was effective as of July 30, 2012.

The shareholders elected J.W. Roth and David Lavigne to serve on
the Company's Board of Directors.  The shareholders also approved
the sale of three subsidiaries in a related party transaction,
which may constitute the sale of substantially all of the
Company's assets and approved the Company's 2012 Stock Option
Plan.  The shareholders ratified GHP Horwath, P.C., as the
Company's independent registered public accounting firm.



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

                         http://is.gd/GjWT20

                      About Accredited Members

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

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

As reported in the TCR on April 9, 2012, GHP Horwath, P.C., in
Denver, Colorado, expressed substantial doubt about Accredited
Members' ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 31, 2011.  The
independent auditors noted that the Company reported a net loss of
approximately $3,461,000 and used net cash in operating activities
of approximately $2,125,000 in 2011, and has an accumulated
deficit of approximately $7,570,000 at Dec. 31, 2011.

ADVANCED ACQUISITIONS: Files Schedules of Assets and Liabilities
----------------------------------------------------------------
Advanced Acquisitions, LLC, filed with the Bankruptcy Court for
the Eastern District of Pennsylvania its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $3,871,819
  B. Personal Property                $3,133
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $2,912,338
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                              $346
                                 -----------      -----------
        TOTAL                      $3,874,952      $2,912,684

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

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

                 About American Architectural and
                       Advanced Acquisitions

Bensalem, Pennsylvania-based American Architectural, Inc., and
Advanced Acquisitions, LLC, filed for Chapter 11 bankruptcy
(Bankr. E.D. Pa. Case Nos. 12-15818 and 12-15819) on June 15,
2012.  Judge Magdeline D. Coleman oversees the case.  Maschmeyer
Karalis P.C. serves as the Debtors' general bankruptcy counsel.
Douglas Ziegler LLC serves as accountants.

American Architectural provides quality building enclosures.
Advanced Acquisitions is the beneficial owner of a 98,000 square
feet facility in Bensalem, which houses AAI's offices and
manufacturing plant.  AAI has 49 employees.

AAI completed work on many high profile projects in New York
including, the AOL/Time Warner facility at Columbus Circle, the
Lincoln Center, the Museum of Arts and Design, the New York
Historical Society, and the JetBlue Terminal 5 at JFK
International Airport, to name just a few of noteworthy projects.
Recently, AAI completed the east coast's largest canopy for
Goldman Sachs and has recently closed its fourth major World Trade
Center rebuild project.

The petitions were signed by John Melching, president and CEO.


ALLIED IRISH: Incurs EUR1.1BB Operating Loss in Half-Year 2012
--------------------------------------------------------------
Allied Irish Banks p.l.c. announced preliminary interim results
for the half year ended June 30, 2012.

The Company reported operating loss of EUR1.1 billion for the half
year of 2012, compared with an operating loss of EUR3.0 billion
for the half year of 2011.  The performance reflected a reduction
in the credit provision charge, although provisions still remained
at a high level.  Provisions for impairments of loans and
receivables reduced from EUR3.0 billion in the half-year to June
2011 to EUR0.9 billion in the half-year to June 2012, a level
which reflected the continued weak economic environment.

Net interest income (including ELG costs) was EUR568 million, a
decrease of EUR36 million on the first half of 2011

David Duffy, AIB Chief Executive, said, "The half year results for
the bank are broadly in line with our internal expectations and we
are encouraged by the sharp decline in the levels of provisions
relative to previous periods.

"Ultimately, our plan is to return to sustainable profitability by
2014.  Achieving this will be key to our ambition to attract
private investment and return value to the taxpayer as principal
shareholder."

"AIB will also continue to have the largest distribution reach in
the country.  Our mutually beneficial agreement with An Post is
designed to minimise disruption to our customers."

A copy of the AIB Group preliminary results can be found at:

             http://bankrupt.com/misc/ALLIEDjune30.pdf

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

                        http://is.gd/eOKIoE

                      About Allied Irish Banks

Allied Irish Banks, p.l.c. -- http://www.aibgroup.com/-- is a
major commercial bank based in Ireland.  It has an extensive
branch network across the country, a head office in Dublin and a
capital markets operation based in the International Financial
Services Centre in Dublin.  AIB also has retail and corporate
businesses in the UK, offices in Europe and a subsidiary company
in the Isle of Man and Jersey (Channel Islands).

Since the onset of the global and Irish financial crisis, AIB's
relationship with the Irish Government has changed significantly.

As at Dec. 31, 2010, the Government, through the National Pension
Reserve Fund Commission ("NPRFC"), held 49.9% of the ordinary
shares of the Company (the share of the voting rights at
shareholders' general meetings), 10,489,899,564 convertible non-
voting ("CNV") shares and 3.5 billion 2009 Preference Shares.  On
April 8, 2011, the NPRFC converted the total outstanding amount of
CNV shares into 10,489,899,564 ordinary shares of AIB, thereby
increasing its holding to 92.8% of the ordinary share capital.

In addition to its shareholders' interests, the Government's
relationship with AIB is reflected through formal and informal
oversight by the Minister and the Department of Finance and the
Central Bank of Ireland, representation on the Board of Directors
(three non-executive directors are Government nominees),
participation in NAMA, and otherwise.

The Company reported a loss of EUR2.29 billion in 2011, a loss of
EUR10.16 billion in 2010, and a loss of EUR2.33 billion in 2009.

Allied Irish's consolidated statement of financial position for
the year ended Dec. 31, 2011, showed EUR136.65 billion in total
assets, EUR122.18 billion in total liabilities and EUR14.46
billion in shareholders' equity.


ALLIED SYSTEMS: Utility Providers Barred From Halting Services
--------------------------------------------------------------
Judge Christopher Sontchi of the U.S. Bankruptcy Court for the
Northern District of Georgia has signed off on an order
determining adequate assurance of payment for future utility
services filed by Allied Systems Holdings Inc. and its affiliates.

As adequate assurance, the Debtors will deposit in an adequate
assurance deposit account that will be held for the benefit of the
utility providers.  In exchange, the utility providers are
prohibited from altering or refusing service for unpaid
prepetition charges and are deemed to receive adequate assurance
of payment.

                        About Allied Systems

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

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

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

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

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

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

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

An official committee of unsecured creditors has been appointed in
the Chapter 11 cases of Allied Systems Holdings Inc. and Allied
Systems Ltd.  The Committee

An official committee of unsecured creditors has been appointed in
the case.  The Committee consists of Pension Benefit Guaranty
Corporation, Central States Pension Fund, Teamsters National
Automobile Transporters Industry Negotiating Committee, and
General Motors LLC.  The Committee is represented by Sidley Austin
LLP.


ALLIED SYSTEMS: Can Pay $1.1-Mil in Critical Vendor Claims
----------------------------------------------------------
Judge Christopher Sontchi of the U.S. Bankruptcy Court for the
Northern District of Georgia has authorized Allied Systems
Holdings Inc. and its affiliates to pay critical vendor claims in
an amount not to exceed a total of $1.1 million.  Each of the
financial institutions where the Debtors maintain their accounts
are authorized to honor checks presented for payment related to
critical vendor claims.

Judge Sontchi further orders that if a critical vendor accepts the
adequate assurance payment and then fails to extend credit on the
same terms as those prepetition, the payment will be deemed
unauthorized postpetition transfer which will be recoverable by
the Debtors.

                        About Allied Systems

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

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

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

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

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

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

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

An official committee of unsecured creditors has been appointed in
the Chapter 11 cases of Allied Systems Holdings Inc. and Allied
Systems Ltd.  The Committee

An official committee of unsecured creditors has been appointed in
the case.  The Committee consists of Pension Benefit Guaranty
Corporation, Central States Pension Fund, Teamsters National
Automobile Transporters Industry Negotiating Committee, and
General Motors LLC.  The Committee is represented by Sidley Austin
LLP.


ALLIED SYSTEMS: Wants to Employ Richards Layton as Co-Counsel
-------------------------------------------------------------
Al1ied Systems Holdings Inc. and its affiliates ask the Bankruptcy
Court for authorization to employ Richards, Layton & Finger, P.A.,
as its bankruptcy co-counsel nunc pro tunc to June 10, 2012, to
render these professional services:

     A. prepare all necessary petitions, motions, applications,
        orders, reports, and papers necessary to commence the
        Chapter 11 Cases;

     B. advise the Debtors of their rights, powers, and duties
        as a debtor and debtor-in-possession under chapter 11 of
        the Bankruptcy Code;

     C. prepare on behalf of the Debtors all motions,
        applications, answers, orders, reports, and papers in
        connection with the administration of the Debtors' estate;

     D. take action to protect and preserve the Debtors'
        estates, including the prosecution of actions on the
        Debtors' behalf, the defense of actions commenced against
        the Debtors in the Chapter 11 Cases, the negotiation of
        disputes in which the Debtors are involved, and the
        preparation of objections to claims filed against the
        Debtors;

     E. assist the Debtors with the sale of any of their assets
        pursuant to Section 363 of the Bankruptcy Code;

     F. prepare the Debtors' disclosure statement and any
        related motions, pleadings, or other documents necessary
        to solicit votes on the Debtors' plan of reorganization;

     G. prepare the Debtors' plan of reorganization;

     H. prosecute on behalf of the Debtors, the proposed plan
        of reorganization and seeking approval of all transactions
        contemplated therein and in any amendments thereto; and

     I. perform all other necessary legal services in
        connection with the Chapter 11 Cases.

The RL&F principal professionals and paraprofessionals designated
to represent the Debtors and their current standard hourly rates
are:

         Mark D. Collins           $750 per hour
         Chris Samis               $375 per hour
         Marisa A. Terranova       $325 per hour
         Janel Gates               $200 per hour

Prior to the Petition Date, the Debtors paid RL&F a total retainer
of $85,000 in connection with and in contemplation of the Chapter
11 Cases.  The Debtors propose that the retainer paid to RL&F and
not expended for prepetition services and disbursements be treated
as an evergreen retainer to be held by RL&F as security throughout
the Chapter 11 Cases until RL&F's fees and expenses are awarded by
final order and payable to RL&F.

Mark D. Collins, Esq., attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                        About Allied Systems

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

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

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

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

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

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

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

An official committee of unsecured creditors has been appointed in
the Chapter 11 cases of Allied Systems Holdings Inc. and Allied
Systems Ltd.  The Committee

An official committee of unsecured creditors has been appointed in
the case.  The Committee consists of Pension Benefit Guaranty
Corporation, Central States Pension Fund, Teamsters National
Automobile Transporters Industry Negotiating Committee, and
General Motors LLC.  The Committee is represented by Sidley Austin
LLP.


ALON USA: S&P Withdraws 'B+' Rating on $700MM Senior Secured Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B+' issue rating
on Alon USA Energy Inc.'s $700 million senior secured term loan.
"At the same time, we affirmed our 'B' corporate credit ratings on
Alon and Alon Refining Krotz Springs Inc. (ARKS) and revised the
outlooks to stable from negative. Alon's senior secured issue
rating is 'B+' with a '2' recovery rating, indicating our
expectation of a substantial (70% to 90%) recovery if a payment
default occurs. We raised ARKS' senior secured issue rating to
'B+' from 'B' and revised our recovery rating to '2' from '3',
also indicating our expectation of a substantial (70% to 90%)
recovery if a payment default occurs," S&P said.

"The rating on Alon reflects its 'vulnerable' business risk
profile and its 'aggressive' financial risk profile. Standard &
Poor's takes a consolidated analytical approach to Alon, including
results from the Krotz Springs refinery, and its asphalt and
retail businesses. The ratings also incorporate Alon Israel Oil
Co. Ltd.'s support for Alon," S&P said.

"The company faces challenges as a relatively small, independent
oil refining and marketing company with limited diversity and
complexity, and a high degree of financial and operating
leverage," said Standard & Poor's credit analyst Mark Habib.

"The company participates in a competitive refining industry that
has unpredictable and cyclical profitability and high fixed-cost
requirements for equipment and compliance with environmental
regulations. The refining industry is extremely volatile and
supply-demand economics of crude oil supply and product demand can
cause large swings in industry profitability in short periods of
time. Thus, exposure to downtime, planned or unplanned, in
profitable industry conditions is a disadvantage," S&P said.

"The stable outlook reflects our expectation that Alon's financial
measures will improve, with debt to EBITDA leverage of about 2.5x
over the next two years as a result of debt repayment and
increased EBITDA driven by access to discounted crude supply. We
could lower the rating if the company fails to repay additional
debt, operating problems occur at the refinery business, or
lower margins lead us to expect sustained debt to EBITDA
approaching 4x. We could also lower the rating if Alon does not
refinance its $425 million term loan due in 2013 this fall and we
believe liquidity will be tight. Given the inherent volatility and
unpredictability of the refining industry, an upgrade is unlikely
at this time. However, we could consider it if the company can
establish a track record of strong operational performance and if
we expect a combination of lower debt and mid-cycle margins that
will yield a sustainable debt to EBITDA ratio below 2x," S&P said.


AMERICAN AIRLINES: Grants Adequate Protection to Aircraft Parties
-----------------------------------------------------------------
AMR Corp. and its affiliates and U.S. Bank Trust National
Association, not in its individual capacity but solely as Trustee
and Security Agent, for the benefit of the noteholders under that
certain (a) Indenture and Security Agreement for the Senior
Secured Notes Due 2016, dated as of July 31, 2009 and (b) Aircraft
Security Agreement dated as of July 31, 2009, solely with respect
to the aircraft finance transactions relating to aircraft bearing
FAA REG. NO.

   -- N909AN
   -- N910AN
   -- N912AN
   -- N914AN
   -- N915AN
   -- N916AN
   -- N917AN
   -- N918AN
   -- N919AN
   -- N399AN
   -- N778AN
   -- N779AN,

entered into a stipulation concerning adequate protection.

The Aircraft Finance Party, who has rights and interests in
airframes, engines, related equipment and/or other equipment,
documents and records with respect to the Transactions, has
agreed, subject to certain terms and conditions, not to file
motions for adequate protection pursuant to sections 361, 362,
363 or 364 of the Bankruptcy Code at this time.

In exchange for the Aircraft Finance Party's forbearance, the
Debtors have agreed that any motion by the Aircraft Finance Party
for adequate protection, if subsequently filed, will be treated
as if filed on the Petition Date.

For the avoidance of doubt, whether or not the Forbearance
Termination Date has occurred, the Aircraft Finance Party
reserves its right to file an objection to any motion filed in
the Debtors' chapter 11 cases, including, without limitation,
those seeking authority (i) pursuant to section 363 of the
Bankruptcy Code, to sell any Aircraft Equipment in which such
Aircraft Finance Party holds an Aircraft Interest, or (ii)
pursuant to section 365 of the Bankruptcy Code to reject or to
assume and assign to a third party an unexpired lease for any
Aircraft Equipment in which such Aircraft Finance Party holds an
Aircraft Interest; and in each such instance, as appropriate, to
raise adequate protection rights as part of such objection.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Allows Setoff With Wayne County Airport
----------------------------------------------------------
AMR Corp. and its affiliates and Wayne County Airport Authority
are parties to an Airport Use and Lease Agreement, dated July 31,
2008.  Pursuant to the Airport Agreement, American Airlines pays
the Authority an estimated monthly charge of approximately
$500,000, which includes fixed and variable rent and landing fees
each month for the use of various facilities at Detroit
Metropolitan Wayne County Airport and services provided by the
Authority at DTW.  At the end of each fiscal year, the Authority
conducts a reconciliation of American Airlines' actual obligations
under the Airport Agreement for that year and either refunds any
amounts paid by American Airlines in excess of American Airlines'
actual obligations or requests payment from American Airlines for
any deficiency.

As of the Petition Date, American Airlines owes the Authority
$298,610 on account of the Airport Agreement for the use of
various facilities at DTW and for services provided by the
Authority prior to the Petition Date.  However, pursuant to a
recent Reconciliation, the Authority has determined that a refund
of $448,600 is due to American Airlines for the prepetition
period under the Airport Agreement.

The Parties have agreed that, pursuant to section 553(a) of the
Bankruptcy Code, the Authority is permitted to set off the amount
it is owed on account of the Authority Prepetition Claim against
the Reconciliation Amount in full satisfaction of the Authority
Prepetition Claim.  The Parties have further agreed that, after
the Setoff, there will be $149,990 of the Reconciliation Amount
due and owing to American Airlines, which shall be paid to the
Debtors within 10 business days after entry of a final, non-
appealable order of the Court approving the Stipulation.

The Parties stipulate and agree that upon the Effective Date, the
automatic stay pursuant to section 362(a) of the Bankruptcy Code
will be modified solely to the limited extent necessary to
effectuate the Setoff.  For the avoidance of any doubt,
modification of the Automatic Stay permits the Authority to apply
$448,600 in refunds due to American Airlines against American
Airlines' obligations on account of the Airport Agreement for the
use of various facilities at DTW and for services provided by the
Authority prior to the Petition Date in the aggregate amount of
$298,610.  Except for this, the provisions of the Automatic Stay,
including, without limitation, those provisions prohibiting any
act to collect, assess or recover a claim that arose before the
commencement of the Debtors' chapter 11 cases from the Debtors
and/or assets or property of the Debtors' estates will remain in
full force and effect.  The Parties agree that, after effectuating
the Setoff, the Authority Prepetition Claim will be satisfied.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN ARCHITECTURAL: Files Schedules of Assets and Debts
-----------------------------------------------------------
American Architectural, Inc., filed with the Bankruptcy Court for
the Eastern District of Pennsylvania its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property            $9,754,802
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $5,381,231
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $2,369,103
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $4,623,989
                                 -----------      -----------
        TOTAL                     $9,754,802      $12,374,324

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

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

                 About American Architectural and
                       Advanced Acquisitions

Bensalem, Pennsylvania-based American Architectural, Inc., and
Advanced Acquisitions, LLC, filed for Chapter 11 bankruptcy
(Bankr. E.D. Pa. Case Nos. 12-15818 and 12-15819) on June 15,
2012.  Judge Magdeline D. Coleman oversees the case.  Maschmeyer
Karalis P.C. serves as the Debtors' general bankruptcy counsel.
Douglas Ziegler LLC serves as accountants.

American Architectural provides quality building enclosures.
Advanced Acquisitions is the beneficial owner of a 98,000 square
feet facility in Bensalem, which houses AAI's offices and
manufacturing plant.  AAI has 49 employees.

AAI completed work on many high profile projects in New York
including, the AOL/Time Warner facility at Columbus Circle, the
Lincoln Center, the Museum of Arts and Design, the New York
Historical Society, and the JetBlue Terminal 5 at JFK
International Airport, to name just a few of noteworthy projects.
Recently, AAI completed the east coast's largest canopy for
Goldman Sachs and has recently closed its fourth major World Trade
Center rebuild project.

The petitions were signed by John Melching, president and CEO.


AMERICAN ARCHITECTURAL: Section 341(a) Meeting Set for Aug. 7
-------------------------------------------------------------
The U.S. Trustee for Region 13 will convene a meeting of creditors
of American Architectural, Inc., on Aug. 7, 2011, at 2:00 p.m.

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

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

                  About American Architectural and
                       Advanced Acquisitions

Bensalem, Pennsylvania-based American Architectural, Inc., and
Advanced Acquisitions, LLC, filed for Chapter 11 bankruptcy
(Bankr. E.D. Pa. Case Nos. 12-15818 and 12-15819) on June 15,
2012.  Judge Magdeline D. Coleman oversees the case.  Maschmeyer
Karalis P.C. serves as the Debtors' general bankruptcy counsel.
Douglas Ziegler LLC serves as accountants.

American Architectural provides quality building enclosures.
Advanced Acquisitions is the beneficial owner of a 98,000 square
feet facility in Bensalem, which houses AAI's offices and
manufacturing plant.  AAI has 49 employees.

AAI completed work on many high profile projects in New York
including, the AOL/Time Warner facility at Columbus Circle, the
Lincoln Center, the Museum of Arts and Design, the New York
Historical Society, and the JetBlue Terminal 5 at JFK
International Airport, to name just a few of noteworthy projects.
Recently, AAI completed the east coast's largest canopy for
Goldman Sachs and has recently closed its fourth major World Trade
Center rebuild project.

AAI scheduled $9,754,802 in assets and $12,374,324 in liabilities.
Advanced Acquisitions scheduled $3,874,952 in assets and
$2,912,684 in liabilities.  The petitions were signed by John
Melching, president and CEO.


AMERICAN ARCHITECTURAL: Univest Opposing Continued Cash Use
-----------------------------------------------------------
American Architectural, Inc., and Advanced Acquisitions, LLC, are
slated to return to the Bankruptcy Court on Aug. 15 for a hearing
on their request to use cash collateral.

The Debtors are expected to spar with lender Univest Bank and
Trust Company, which has lodged objections to American
Architectural's continued use of its cash collateral.

Prepetition, Univest Bank entered into various loan agreements
with AAI wherein Univest agreed to extend financial accommodation
to AII.  As of Petition Date, the aggregate outstanding balance
under the AII Loans was $5,305,520.  Advanced Acquisitions is a
guarantor of the AII Loans.

The Debtors each filed motions to use cash collateral.  Before the
hearing on the motion, Univest agreed to the Debtor's use of Cash
Collateral in reliance upon the budgets given by the Debtor to
Univest for the period in which Cash Collateral was to be used.

The Debtors' motion was granted and was given authority to use
cash collateral through July 22, 2012, conditioned upon Univest's
receipt of adequate protection payments as provided in the
Debtors' budget and the Debtors' adherence to the payment set
forth in the budget.

According to Univest, AAI failed to abide by the terms of the cash
collateral order.  AAI made no payment to Univest as adequate
protection for the use of the cash collateral, in contravention of
the express provisions of the Order and the budget.  The proposed
budget also did not bear absolute resemblance to the Debtors'
actual receipts and expenditures during the time period covered by
the budget.  The budget was completely devoid of any realistic
assessment of the Debtors' financial position.

Univest complains that the Debtors' budget for the cash collateral
period going forward does not provide adequate protection for the
use of the AAI Cash Collateral.  The round number listed on the
budget indicated that the budget may be more of a "guesstimate"
than a carefully prepared, detailed analysis of AAI's financial
condition for the time period covered.

Univest requests that the Court enter an order denying AAI's
continued use of cash collateral.

                  About American Architectural and
                       Advanced Acquisitions

Bensalem, Pennsylvania-based American Architectural, Inc., and
Advanced Acquisitions, LLC, filed for Chapter 11 bankruptcy
(Bankr. E.D. Pa. Case Nos. 12-15818 and 12-15819) on June 15,
2012.  Judge Magdeline D. Coleman oversees the case.  Maschmeyer
Karalis P.C. serves as the Debtors' general bankruptcy counsel.
Douglas Ziegler LLC serves as accountants.

American Architectural provides quality building enclosures.
Advanced Acquisitions is the beneficial owner of a 98,000 square
feet facility in Bensalem, which houses AAI's offices and
manufacturing plant.  AAI has 49 employees.

AAI completed work on many high profile projects in New York
including, the AOL/Time Warner facility at Columbus Circle, the
Lincoln Center, the Museum of Arts and Design, the New York
Historical Society, and the JetBlue Terminal 5 at JFK
International Airport, to name just a few of noteworthy projects.
Recently, AAI completed the east coast's largest canopy for
Goldman Sachs and has recently closed its fourth major World Trade
Center rebuild project.

AAI scheduled $9,754,802 in assets and $12,374,324 in liabilities.
Advanced Acquisitions scheduled $3,874,952 in assets and
$2,912,684 in liabilities.  The petitions were signed by John
Melching, president and CEO.


AMERICAN ARCHITECTURAL: U.S. Trustee Forms Creditors Committee
--------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, pursuant
to 11 U.S.C. Sec. 1102(a) and (b), appointed three unsecured
creditors to serve on the Official Committee of Unsecured
Creditors of based American Architectural, Inc.

The Creditors Committee members are:

       1. O'Neal Flat Rolled Metals, LLC.
          1229 South Fulton Avenue
          Brighton, CO 80601
          Attn: Cyndi Wallin
                Corporate Credit Manager
          Tel: (303) 655-4534
          Fax: (303) 655-4634
          E-mail: cyndi.wallin@ofrmetals.com

       2. Major Tool & Machine, Inc.
          1458 East 19th Street
          Indianapolis, IN 46218
          Attn: James C. Flanagan
                Vice Chairman
          Tel: (317) 917-2601
          Fax: (317) 634-9420
          E-mail: jcflanagan@majortool.com

       3. Jackson Installation, LLC
          8008 Route 130 North Building A, Suite 210
          Delran, NJ 08075
          Attn: Michael C. Jackson
                Managing Member
          Tel: (856) 255-5480
          Fax: (856) 255-5473
          E-mail: mjackson@jacksoninstall.com

                  About American Architectural and
                       Advanced Acquisitions

Bensalem, Pennsylvania-based American Architectural, Inc., and
Advanced Acquisitions, LLC, filed for Chapter 11 bankruptcy
(Bankr. E.D. Pa. Case Nos. 12-15818 and 12-15819) on June 15,
2012.  Judge Magdeline D. Coleman oversees the case.  Maschmeyer
Karalis P.C. serves as the Debtors' general bankruptcy counsel.
Douglas Ziegler LLC serves as accountants.

American Architectural provides quality building enclosures.
Advanced Acquisitions is the beneficial owner of a 98,000 square
feet facility in Bensalem, which houses AAI's offices and
manufacturing plant.  AAI has 49 employees.

AAI completed work on many high profile projects in New York
including, the AOL/Time Warner facility at Columbus Circle, the
Lincoln Center, the Museum of Arts and Design, the New York
Historical Society, and the JetBlue Terminal 5 at JFK
International Airport, to name just a few of noteworthy projects.
Recently, AAI completed the east coast's largest canopy for
Goldman Sachs and has recently closed its fourth major World Trade
Center rebuild project.

AAI scheduled $9,754,802 in assets and $12,374,324 in liabilities.
Advanced Acquisitions scheduled $3,874,952 in assets and
$2,912,684 in liabilities.  The petitions were signed by John
Melching, president and CEO.


AMERICAN CAPITAL: Moody's Affirms 'B2' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service affirmed American Capital, Ltd.'s B2
Corporate Family Rating ("CFR") and the B2 Senior Unsecured rating
on the debt currently issued by the company which is expected to
be repaid on August 1, 2012. Moody's also expects to assign a B2
rating to American Capital's proposed $600 million new Senior
Secured Term Loan Facility. The ratings outlook for American
Capital remains stable.

Ratings Rationale

American Capital's ratings are supported by its expertise and
scale in investing in private middle market companies.
Additionally, these ratings are supported by the company's
diversified (both by geography and business sector) and granular
investment portfolio. Also, American Capital benefits from its
substantial equity base as mandated by business development
company ("BDC") regulations. American Capital's high asset/debt
coverage ratio provides significant support to its ability to
repay its debt obligations. Moody's also stated that the
refinancing of the company's existing senior secured debt
(excluding securitization debt) will lengthen American Capital's
debt maturity profile and will also improve operating earnings
through lower interest cost on the new debt.

Offsetting these positives factors are the inherent risks of the
BDC business model which carries significant event risk in times
of economic stress. Moody's noted that similar to other BDCs,
American Capital's business model includes portfolio investments
that are highly levered and illiquid, and that are fair valued
each quarter which can result in volatile investment values (Level
III assets). Moody's also stated that the vast majority of
American Capital's investments are subordinated debt, mezzanine,
and equity securities whose valuations are more volatile and less
liquid than those of other BDCs that invest primarily in senior
debt securities within a portfolio company's capital structure.

Moody's maintained the stable outlook for American Capital's
ratings reflecting the stabilization of the company's investment
portfolio since the company conducted a distressed debt exchange
in fiscal year 2010.

The last rating action on American Capital was on June 24, 2010
when Moody's confirmed American Capital's B2 CFR and B2 Senior
Unsecured ratings and changed the outlook to stable.

The principal methodology used in this rating was Finance Company
Global Rating Methodology published in March 2012.


AMERICAN INT'L: Judicial Files FOIA Suit vs. Fed Reserve Govs
-------------------------------------------------------------
Judicial Watch disclosed that on July 18, 2012, it filed a Freedom
of Information Act (FOIA) lawsuit (judicial watch v. board of
governors of the federal reserve system (no. 1:12-cv-01175))
against the Board of Governors of the Federal Reserve System (the
Board) seeking records related to the government bailout of
American International Group, Inc. (AIG).  Judicial Watch filed
its lawsuit on behalf of Vern McKinley, a former employee of the
Board of Governors of the Federal Reserve and the Federal Deposit
Insurance Corporation and author of Financing Failure: A Century
of Bailouts.

Judicial Watch seeks the following records pursuant to its
original May 15, 2012, FOIA request: "Copies of any and all
records of the Board located at the [Federal Reserve Bank of New
York] concerning, regarding, or relating to the proposition that
'the disorderly failure of AIG was likely to have a systemic
effect on financial markets that were already experiencing a
significant level of fragility.'  Such records include, but are
not limited to... detailed meeting minutes, meeting notes,
supporting memoranda, communications, and electronic messages and
attachments."

The Board acknowledged receiving Judicial Watch's request on
May 15, 2012, and requested a 10-day extension to respond.  A
response was due by June 27, 2012.  However, as of the date of
Judicial Watch's lawsuit, the Board failed to respond in
accordance with FOIA law.

On Sept. 16, 2008, the Board decided to extend an initial $85
billion loan to insurance giant AIG, which it claimed "faced the
imminent prospect of declaring bankruptcy."  According to minutes
from the September 16, 2008, meeting: "Board members agreed that
the disorderly failure of AIG was likely to have a systemic effect
on financial markets that were already experiencing a significant
level of fragility and that the best alternative available was to
lend to AIG to assist it in meeting its obligations in an orderly
manner as they came due... " According to CNN, the total cost
committed to AIG was $182 billion.

The Board's contention -- that the failure of major corporations
would spread a contagion throughout the financial system -- has
been used repeatedly to justify the bailouts.  However, to date,
the government has no evidence to support this contention.
Judicial Watch, meanwhile, has launched a comprehensive
investigation to determine under what legal authorities and lawful
rationales the federal government initiated the Wall Street
bailouts and has filed a number of lawsuits on behalf of Mr.
McKinley.

"We are now trillions of taxpayer dollars into these financial
bailouts and the government refuses to answer basic questions
about the government's radically intrusive response to the
financial crisis," said Judicial Watch President Tom Fitton.  "The
American people are tired of the Obama administration's
stonewalling and they want answers.  The Fed should obey Freedom
of Information Act law and respond immediately."

With respect to the AIG bailout, Judicial Watch previously
uncovered documents showing that the government did not expect
taxpayers to recover their "investment" in AIG.  For example,
Judicial Watch uncovered a series of presentation slides detailing
the terms of the AIG bailout. Included among the items is a slide
entitled "Investment Considerations."  On the slide the words,
"The prospects of recovery of capital and a return on the equity
investment to the taxpayer are highly speculative" are crossed out
by hand.

On Feb. 25, 2010, Judicial Watch also filed a FOIA lawsuit against
the Obama Treasury Department to obtain documents regarding
meetings involving Kenneth Feinberg, special master for executive
compensation under the Troubled Asset Relief Program (TARP); AIG
Chairman Robert Benmosche; and New York Federal Reserve Bank
President William Dudley.  Feinberg, also known as the Obama
administration's "pay czar," is the federal official responsible
for setting compensation guidelines for the seven largest firms,
including AIG, using funds from TARP.

In March 2009, AIG disbursed $165 million in taxpayer-funded TARP
funds to its top executives, prompting a massive public backlash.
Obama officials reportedly lobbied Congress to insert legislative
language allowing the AIG bonus payments and then apparently lied
about their knowledge of the payment scheme.  As then-head of the
New York Federal Reserve, current Treasury Secretary Timothy
Geithner helped craft the original AIG deal.

                             About AIG

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

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


AQUILEX LLC: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating and stable outlook to Norcross, Georgia-based
Aquilex LLC. "At the same time, we assigned our 'B' issue rating
and '3' recovery rating to the company's term loan," S&P said.

"The ratings reflect the company's highly leveraged financial risk
profile, as the company is controlled by equity sponsor
Centerbridge Partners L.P.," said credit analyst James Siahaan.
"They also reflect the company's weak business risk profile,
characterized by its narrow scope of operations, high exposure
to cyclical energy end-markets and the potential of project
deferrals, as well as below average EBITDA margins. Partially
offsetting these weaknesses are Aquilex's leading market position
in its niche markets, its largely variable cost structure, and its
long-term customer relationships."

"The rating outlook is stable. Through the out-of-court financial
restructuring, Aquilex's book debt has been reduced substantially,
and the lower interest expense is likely to enable Aquilex to
service its obligations and achieve credit metrics that are
consistent with the ratings. Nevertheless, we could lower the
rating if operating performance weakens and liquidity becomes
constrained to the point that EBITDA headroom under financial
covenants declines to less than 15%. This could occur with a
simultaneous 10% decline from trailing-12-month revenue and a 3.4
percentage-point decline in EBITDA margin, caused by delays or
cancellations of cleanouts and turnarounds at refinery and
petrochemical customers along with continued weakness in coal-
fired power generation. We could raise the rating modestly if
company continually exceeds a 15% FFO/debt ratio. However, to
consider an upgrade, we would also need to obtain greater clarity
regarding future financial policies, and those policies would need
to be consistent with those representative of higher ratings," S&P
said.


AVX CORPORATION: Has $136.8 Mil. Net Loss in June 30 Quarter
------------------------------------------------------------
AVX Corporation reported preliminary unaudited results for the
first quarter ended June 30, 2012.

Chief Executive Officer and President, John Gilbertson, stated,
"During the quarter, we executed well in a challenging market
environment, generating a gross profit margin of 19.5%.  We are
optimistic that the market demand will increase later in the year
as a result of an increase in order activity since the prior
quarter."

Net sales were $353.2 million for the quarter ended June 30, 2012.

As discussed in the Company's Annual Report on Form 10-K for the
year ended March 31, 2012, on April 18, 2012, the Environmental
Protection Agency (EPA) issued an enforcement order to the Company
to implement certain remedial work at the New Bedford Harbor
Superfund Site in Massachusetts.  An alleged legal predecessor
company, Aerovox Corporation, produced liquid filled capacitors
adjacent to the harbor from the late 1930's through the early
1970's. Subsequent owners of the facility are dissolved or in
bankruptcy.  AVX itself has never produced this type of capacitor,
nor does it do so.  The Company has been in mediation with the EPA
and other government agencies in order to resolve this matter.
The Company recorded an additional pre-tax charge of $266 million,
or $0.98 per share on an after-tax basis, related to this matter
in the results for the fiscal quarter ended June 30, 2012 in order
to increase its current estimate of potential liability to $366
million.

As a result of the environmental charge, the Company had a net
loss of $(136.8) million, or $(0.81) per share, for the quarter
ended June 30, 2012.  Net income, excluding the environmental
charge, was $29.6 million, or $0.17 per share, for the quarter
ended June 30, 2012.

Chief Financial Officer, Kurt Cummings, stated, "Despite what
continues to be a challenging market environment, we have
continued to generate positive operating cash flows while focusing
carefully on cost reductions and operating efficiencies.  The
Company's financial position remains exceptionally strong with
cash, cash equivalents and short and long-term investments in
securities of $1.1 billion and no debt at June 30, 2012.  During
the quarter, we paid $12.7 million of dividends to stockholders
and spent $1.8 million to repurchase shares of AVX stock on the
open market which are held as treasury stock."

Headquartered in Greenville, South Carolina, AVX --
http://www.avx.com-- is a leading manufacturer and supplier of a
broad line of passive electronic components and related products.


BILLMYPARENTS INC: CEO's Salary to Grow by $40,000 Per Year
-----------------------------------------------------------
BillmyParents, Inc., amended the employment agreement of its
Chairman and Chief Executive Officer, Michael R. McCoy, to provide
that (1) Mr. McCoy's Base Salary will be increased by $40,000 per
year, and (2) Mr. McCoy will be entitled to a lump sum cash
payment equal to one and one-half times his annual Base Salary in
the event the Company changes his title to any position below that
of Chief Executive Officer.  All other terms of the Employment
Agreement remain in effect.  On July 23, 2012, the Company granted
to Mr. McCoy options to purchase 4,400,000 shares of the Company's
common stock.  The options vest monthly over a period of 12
months; have an exercise price of $0.43 per share; and expire 5
years after the date of grant.

On July 23, 2012, the Company granted warrants to purchase common
stock to certain Board members for their extraordinary efforts on
behalf of the Company, as follows:  Isaac Blech, 5,000,000; Joseph
Proto, 3,000,000; Cary Sucoff, 2,000,000; and Patrick Kolenik,
2,000,000.  The warrants vest monthly over a period of 12 months;
have an exercise price of $0.43 per share; include a cashless
exercise option; and expire 5 years after the date of grant.

Effective as of July 24, 2012, Mr. Jesse Itzler was appointed to
the Company's Board of Directors.  In 2011, Mr. Itzler founded 100
Mile Group LLC, a brand incubator and creative marketing company,
which is a successor to Suite 850, LLC (founded by Mr. Itzler in
2009).  Mr. Itzler serves as the managing member of 100 Mile
Group.  In June 2010, Mr. Itzler co-founded PureBrands, LLC, a
consumer products company featuring nutritional and dietary
supplements.  From 2001 through 2010, Mr. Itzler served as co-
founder and vice-chairman of Marquis Jet Partners, a private
aviation company.  Mr. Itzler is a graduate of American
University.  In connection with Mr. Itzler's appointment to the
Board, the Company agreed to grant Mr. Itzler warrants to purchase
up to 2,000,000 shares of common stock at an exercise price of
$0.43 per share, vesting monthly over a period of 36 months
provided Mr. Itzler continues to serve on the Board, and having a
term of 5 years.  Mr. Itzler has been named to the Company's
Compensation Committee.

Effective as of July 24, 2012, Mr. Brian Thompson was appointed to
the Company's Board of Directors.  Since 2006, Mr. Thompson has
been working for Mr. John Pappajohn at Equity Dynamics, Inc., a
financial consulting firm.  In his role as senior vice president,
Mr. Thompson evaluates investment opportunities, performs due
diligence, negotiates investment transactions, raises capital for
new ventures and interacts with management teams through various
board and board observer positions.  Prior to this, Mr. Thompson
was the CFO and CAO for Kum & Go, LC, a convenience retailer.
Prior to KG, Mr. Thompson was the President and CFO of Astracon,
Inc. of Denver, CO, a provider of connectivity intelligence OSS
software for communications service providers, until its sale in
2003.  From 1995 to 2000, Mr. Thompson was a Partner and CFO of
the Edgewater Private Equity Funds.  After receiving his BS/BA in
accounting from the University of South Dakota in 1991, Mr.
Thompson spent four years in the audit department of KPMG, LLP in
San Antonio and Des Moines.  In connection with Mr. Thompson's
appointment to the Board, the Company agreed to grant Mr. Thompson
warrants to purchase up to 2,000,000 shares of common stock at an
exercise price of $0.43 per share, vesting monthly over a period
of 36 months provided Mr. Thompson continues to serve on the
Board, and having a term of 5 years.  Mr. Thompson has been named
to the Company's Audit Committee.

                        About BillMyParents

San Diego, Calif.-based BillMyParents, Inc., markets prepaid cards
with special features aimed at young people and their parents.
BMP is designed to enable parents and young people to collaborate
toward the goal of responsible spending.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, BDO USA, LLP,
expressed substantial doubt about the Company's ability to
continue as a going concern.  BDO noted that the Company has
incurred net losses since inception and has an accumulated deficit
and stockholders' deficiency at Sept. 30, 2011.

The Company reported a net loss of $14.2 million for the fiscal
year ended Sept. 30, 2011, compared with a net loss of
$6.9 million for the fiscal year ended Sept. 30, 2010.

The Company's balance sheet at March 31, 2012, showed
$1.19 million in total assets, $1.18 million in total liabilities,
all current, and $6,797 in total stockholders' equity.


CALIFORNIA: Municipal Funds Get Most Demand Since 2007
------------------------------------------------------
Gillian White at Bloomberg News reports that California municipal
funds are garnering the most demand since 2007, helping fuel the
biggest rally in the state's debt since May and allaying concern
that bankruptcies would curb the appetite of individual investors.
With local yields close to the lowest since the 1960s, investors
seeking tax-free income are willing to take the added risk of debt
from Standard & Poor's lowest-rated U.S. state.

According to the report, bond funds focusing on California issuers
have added assets for 18 straight weeks, the longest streak since
2007, according to Lipper US Fund Flows data.  The funds increased
even as three municipalities from the most-populous state decided
to file for bankruptcy protection in the past six weeks, including
San Bernardino and Stockton, a city east of San Francisco that is
trying to set a precedent by imposing losses on bondholders.  San
Bernardino hasn't yet sought Chapter 9 bankruptcy protection.


CASTAIC PARTNERS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Castaic Partners, LLC
        800 Silverado Street, Suite 301
        La Jolla, CA 92037
        Tel: (858) 456-9301

Bankruptcy Case No.: 12-36123

Chapter 11 Petition Date: July 30, 2012

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

About the Debtor: The Debtor owns 847 acres of unimproved land by
                  Tapia Canyon Road, in Castaic, California.
                  Compass USA SPE LLC has a $22 million claim
                  secured by a deed of trust on the property.  The
                  County of Los Angeles is owed $1.98 million for
                  unpaid property taxes on the property.

                  Castaic Partners I previously sought Chapter 11
                  protection in October 2010 (Bankr. C.D. Calif.
                  Case No. 10-53956).  At the time, the Debtor
                  said the property was worth $29.5 million.
                  Castaic Partners said during the 2010 filing
                  that it owes $24 million on a mortgage held by
                  Compass USA and almost $2 million in property
                  taxes owing to Los Angeles County.

Debtor's Counsel: Jennifer J. Panicker, Esq.
                  GILMORE WOOD VINNARD & MAGNESS
                  10 River Park Place E., Suite 240
                  Fresno, CA 93720
                  Tel: (559) 448-9800
                  Fax: (559) 448-9899
                  E-mail: jpanicker@gwvm.com

Scheduled Assets: $29,505,000

Scheduled Liabilities: $23,977,749

Affiliate that simultaneously sought Chapter 11 protection:

   Debtor                              Case No.
   ------                              --------
Castaic Partners II                    12-36116
  Scheduled Assets: $9,400,000
  Scheduled Liabilities: $5,600,102

The petitions were signed by William J. Barkett, managing member.

Castaic Partners I's list of its largest unsecured creditors filed
with the petition does not contain any entry.

Castaic Partners II's list of its largest unsecured creditors
filed with the petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Franchise Tax Board                State Taxes                $102
P.O. Box 942857
Sacramento, CA 94257-2021




CCI FUNDING I: Bankr. Court Keeps Jurisdiction in Fall River Suit
-----------------------------------------------------------------
Bankruptcy Judge Michael E. Romero ruled that the Bankruptcy Court
has the statutory authority to address the claims raised in the
lawsuit, JANICE STEINLE, CHAPTER 11 TRUSTEE FOR CCI FUNDING I,
LLC, Plaintiff, v. FALL RIVER VILLAGE COMMUNITIES, LLC #2, NOEL
WEST LANE III, and THE LANE III GROUP, INC., Defendants, Adv.
Proc. No. 09-1530 (Bankr. D. Colo.).  Accordingly, the Court
denied the Motion for Court Evaluation of Applicability of Stern
v. Marshall, 131 S.Ct. 2594 (2011), filed by the defendants.

CCIF in September 2009 filed the Complaint for Declaration of
Validity and Extent of Assets of the Estate, alleging CCIF's
affiliated entity, Commercial Capital Inc., made five loans in the
aggregate original principal amount of $13,235,358, related to the
Fall River condominium project in Larimer County with a common
address known as 511 West Elkhorn Avenue, Estes Park, Colorado.
Fall River II and its affiliated entities filed multiple proofs of
claim against the CCIF and CCI estates, asserting secured and
unsecured debts in the aggregate amount of roughly $150 million.

A copy of the Court's July 30, 2012 Order is available at
http://is.gd/s2r3jTfrom Leagle.com.

                     About Commercial Capital

Greenwood Village, Colorado-based Commercial Capital, Inc. --
http://www.commercialcapitalinc.com/-- and its affiliate, CCI
Funding I LLC, were commercial real estate lenders and investment
partners engaged in short-term commercial mortgage.

Commercial Capital and CCI Funding filed separate petitions for
Chapter 11 protection on April 22, 2009, and April 24, 2009,
respectively (Bankr. D. Colo. Lead Case No. 09-17238).  The cases
were jointly administered.  Robert Padjen, Esq., at Laufer and
Padjen LLC, assists Commercial Capital in its restructuring
efforts.  In its bankruptcy petition, Commercial Capital estimated
between $100 million and $500 million in assets, and between
$50 million and $100 million in debts.  CCI Funding estimated
between $100 million and $500 million each in assets and debts.

On Nov. 10, 2009, in the CCIF bankruptcy case, the Court approved
the U.S. Trustee's appointment of Janice Steinle as the Chapter 11
Trustee for CCIF.

On Dec. 7, 2011, in the CCIF bankruptcy case, the Court confirmed
the Fourth Amended Plan of Liquidation Under Chapter 11 Filed by
WestLB, New York Branch. Ms. Steinle is the Responsible Officer of
CCIF pursuant to the confirmed plan.


CHILE MINING: Fails to Achieve Fiscal 2012 Financial Target
-----------------------------------------------------------
Chile Mining Technologies Inc. has determined that it has not met
the financial performance targets for the fiscal year ended
March 31, 2012, as agreed to with investors in the Company's
May 12, 2010, private placement.  Accordingly, the make good
common stock purchase warrants issued in connection with the
May 12, 2010, private placement have vested in full and may be
exercised for shares of the Company's common stock.  Investors who
wish to exercise the their make good common stock purchase
warrants should either follow the procedure set forth in their
warrant certificate, or they may deliver their original warrant
certificate together with the executed exercise notice to the
Company's outside legal counsel by mail at: Pillsbury Winthrop
Shaw Pittman LLP, 2300 N Street N.W., Washington, DC 20007,
Attention: Brian J. Buck.

                        About Chile Mining

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.

Schwartz Levitsky Feldman LLP, in Toronto, Ontario, Canada,
expressed substantial doubt about Chile Mining's ability to
continue as a going concern following the fiscal year ended March
31, 2012, annual report.  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.


CISCO BROTHERS: Exits Chapter 11; 5% Recovery for Unsecureds
------------------------------------------------------------
Gary Evans at Furniture Today reports that upholstery maker Cisco
Brothers has emerged from Chapter 11 bankruptcy.

According to the report, the bankruptcy court approved the plan on
May 30 with a July 11 effective date.  The company, known for its
efforts in promoting "green" upholstered furniture and for
renovating an abandoned textile mill in High Point, filed for
protection in April 2011.

The report, citing court documents, says unsecured creditors would
be paid 5% of the amount they are owed in quarterly installments
during the next five years.  About $4.5 million in claims have
been filed by unsecured creditors.  The reorganization plan also
spells out payment plans for several secured creditors, as well as
various government agencies who had filed claims for unpaid taxes,
the report adds.

The report relates Cisco Brothers founder and CEO Cisco Pinedo
said the company will continue its efforts to revitalize Mill
Village, a historic factory site occupying a 26-acre compound in
High Point that was abandoned in the 1990s, and which houses the
company's 20,000-square-foot High Point Market showroom and a
distribution center.


COLT DEFENSE: Moody's Confirms 'Caa1' CFR/PDR; Outlook Negative
---------------------------------------------------------------
Moody's Investors Service confirmed Colt Defense's Corporate
Family and Probability of Default Ratings at Caa1. Moody's also
confirmed the Caa1 rating on the company's $250 million senior
unsecured notes due 2017. The company's SGL rating remains
unchanged at SGL-2, denoting a good liquidity profile. The rating
outlook is negative. These rating actions complete the review for
possible downgrade that commenced on May 3rd, 2012.

The following ratings were confirmed and LGD assessments updated:

Corporate Family Rating at Caa1

Probability of Default Rating at Caa1

$250 million senior unsecured notes due 2017 at Caa1 (LGD-4, 56%
(from 58%))

Ratings Rationale

The confirmation of the Caa1 Corporate Family Rating ("CFR")
reflects Moody's view that the company's geographic and product
mix has shifted over the last two years positively positioning it
to better contend with the anticipated lower domestic defense
spending environment. Credit metrics are weak with debt/EBITDA for
the last twelve month period ending April 1, 2012 of over 7.0
times and interest coverage of roughly 1.0 times on a Moody's
adjusted basis. Metrics are expected to remain at the Caa1 rating
category over the intermediate term. Expectations for maintenance
of the company's good liquidity profile for the next twelve months
further supports the confirmation of the ratings.

The negative outlook incorporates the increased likelihood, or
possibility of a capital restructuring if the expansion of
international and commercial firearm sales do not offset lower
anticipated future U.S. government sales stemming from domestic
fiscal budget pressures and uncertainty of their competitive
position in legacy platforms.

Colt's Caa1 CFR considers the company's still high financial
leverage and weak credit metrics. Credit metrics are expected to
remain weak but improved over the double digit debt/EBITDA levels
reported over a year ago. The ratings incorporate that during the
latter half of 2012 into part of 2013, credit metrics should
remain within the Caa1 category as potentially lower U.S.
government sales are expected to be partially offset by sales
abroad (currently comprising over half of the company's total
sales) and continued near-term strong demand in the commercial
firearms market. EBITDA margins can likely be lower than
historical levels due to the geographic/product mix versus two
years ago. More positively, as of July 24, 2012, Colt's bid
protest regarding a five-year contract awarded to Remington to
supply up to 120,0000 M4/M4A1 carbines, worth $84 million over the
term of the contract for the U.S. Army was sustained according to
the U.S. Government Accountability Office bid docket. The outcome
is uncertain.

The SGL-2 liquidity rating reflects a near term good liquidity
profile supported primarily by a $29 million cash balance at April
1, 2012 and the absence of any meaningful debt maturities over the
intermediate term. The company does have interest expense payments
of roughly $22 million it must meet related to their senior notes.
Free cash flow (prior to any tax-distribution payments to LLC
members) is expected to be breakeven to slightly positive. The
company also has access to a $50 million borrowing based facility
with no anticipated drawing in the near-term and limited LC usage
to support foreign bids. Availability under the facility is lower
than the face amount due to the size of the company's actual
borrowing base.

Ratings could be downgraded if the company's liquidity position
deteriorates including cash balances declining from current
levels, there is an increased likelihood that the company would
enter into a capital restructuring or credit metrics weaken such
as that debt/EBITDA reaches over 8.0x and interest coverage well
below 1.0 times.

The outlook could be stabilized if the company demonstrates an
improvement in operating performance. Over time ratings could be
upgraded if debt/EBITDA improves to and is sustained below 6.0
times and interest coverage exceeds 1.0 times. An expectation of a
sustained liquidity profile adequacy would also be necessary.

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

Colt Defense LLC, headquartered in West Hartford, CT, manufactures
small arms weapons systems for individual soldiers and law
enforcement personnel for the U.S. military, U.S. law enforcement
agencies, and foreign militaries. The company also modifies its
rifles and carbines for civilian use and sell them to its
affiliate, Colt's Manufacturing, which resells them into the
commercial market. Revenues for the last twelve months ended April
1, 2012 totaled $205 million.


COMARCO INC: Settles Lawsuit with Contract Manufacturer EDAC
------------------------------------------------------------
Comarco, Inc., entered into a Settlement Agreement and Mutual
Release with EDAC Electronics Co. Ltd. that settles all claims and
disputes between the parties.  Comarco previously announced it
filed a lawsuit against EDAC, one of its contract manufacturers.

As a result of the Settlement Agreement, the Company is able to
remove a significant liability from its balance sheet.  In
particular, the Company will be able to reduce its total
liabilities by approximately $1.9 million, and will be required to
reduce its accounts receivable by approximately $0.5 million.  The
result of these adjustments is an increase in shareholders' equity
of approximately $1.4 million.  Additional material terms of the
Settlement Agreement include:

     * mutual release of all claims, liabilities, damages,
       demands, costs and expenses, whether known or unknown,
       arising in connection with the dispute;

     * an agreement allowing EDAC to retain specific equipment and
       tooling specially developed for the purpose of
       manufacturing the products that were the subject of the
       dispute;

     * an agreement allowing EDAC to retain certain inventory
       produced in the connection with the dispute and to sell the
       Inventory to a third party; and

     * an agreement that EDAC will not obtain any intellectual
       property rights of the Company in connection with the
       Settlement Agreement.

                        About Comarco Inc.

Based in Lake Forest, California, Comarco, Inc. (OTC: CMRO)
-- http://www.comarco.com/-- is a provider of innovative,
patented mobile power solutions that can be used to power and
charge notebook computers, mobile phones, and many other
rechargeable mobile devices with a single device.

Comarco reported a net loss of $5.31 million for the year ended
Jan. 31, 2012, compared with a net loss of $5.97 million during
the prior year.

After auditing the fiscal 2012 financial results, Squar, Milner,
Peterson, Miranda & Williamson, LLP, in Newport Beach, California,
expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses and negative cashflow
from operations, has had declining working capital and
uncertainties surrounding the Company's ability to raise
additional funds.

The Company's balance sheet at April 30, 2012, showed $4.88
million in total assets, $6.89 million in total liabilities and a
$2.01 million total stockholders' deficit.


COMSTOCK MINING: Has $10MM Loan Commitment from Caterpillar & RIF
-----------------------------------------------------------------
Comstock Mining Inc. has developed new strategic alliances with
two financing partners.  The Company arranged a loan commitment up
to $5 million, subject to certain conditions with Caterpillar
Financial Services Corporation and a $5 million secured revolving
credit facility with Resource Income Fund, with Auramet Trading
LLC, acting as gold agent.

The Company may borrow up to $5 million at any one time under the
Revolving Credit Facility.  On July 30, 2012, the Company drew
down $5 million.  Each of the Company and Comstock Mining LLC
agreed to secure the Company's obligations under the Revolving
Credit Facility.  In connection with entry into the Revolving
Credit Facility, the Company and the Subsidiary have also entered
related sale and trading agreements with Auramet.  In order to
repay the Revolving Credit Facility, the Company agreed to deliver
3,720 ounces of gold over a 26-week term beginning in February
2013 through July 2013.  The proceeds of the Revolving Credit
Facility will be used primarily for working capital and capital
expenditures associated with the commencement of production.

The Cat Equipment Facility is a 30 month term loan of $5 million.
The Company will use the proceeds to finance its Cat mobile
equipment fleet, its Crushing facility and its Merrill Crowe
facility.  The Company closed on the first $2 million tranche of
this financing on July 30, 2012.

The Company has begun mining operations in the mine and has
commissioned its new Crushing facility.  The Company will commence
commissioning the Merrill Crowe facility and plans on hauling ore
the first week of August.  After crushing and stacking this ore to
sufficient quantity, the Company will then commence leaching and
recovering the contained precious metals through the Merrill Crowe
zinc precipitation process.

"These working capital financings are consistent with our business
plans as we become Nevada's newest gold and silver miner.  These
financing packages not only accelerate the transition into sales
from production, but they represent two outstanding, industry-
leading, production partners who are enabling and supporting the
growth and development of the Comstock.  We remain on track for
our first pour this summer," stated Mr. De Gasperis.

                       About Comstock Mining

Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based,
gold and silver mining company with extensive, contiguous property
in the historic Comstock district.  The Company began acquiring
properties in the Comstock in 2003.  Since then, the Company has
consolidated a substantial portion of the Comstock district,
secured permits, built an infrastructure and brought the
exploration project into test mining production.  The Company
continues acquiring additional properties in the Comstock
district, expanding its footprint and creating opportunities for
exploration and mining.  The goal of the Company's strategic plan
is to deliver stockholder value by validating qualified resources
(measured and indicated) and reserves (probable and proven) of
3,250,000 gold equivalent ounces by 2013, and commencing
commercial mining and processing operations by 2011, with annual
production rates of 20,000 gold equivalent ounces.

The Company reported a net loss of $11.61 million in 2011,
compared with a net loss of $60.32 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$40.97 million in total assets, $14.64 million in total
liabilities, and $26.33 million in total stockholders' equity.


CONCHO RESOURCES: Moody's Affirms 'Ba3' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service affirmed Concho Resources Inc.'s
(Concho) corporate family rating(CFR) at Ba3 and changed the
outlook to stable. The SGL-2 Speculative Grade Liquidity (SGL)
rating and the B1 rating on the existing senior notes are
unchanged. This action concludes Moody's review for upgrade, which
commenced April 2, 2012.

Ratings Rationale

"Concho closed on the Three Rivers Operating Company acquisition
in mid-July. While an all debt transaction, the purchase price of
about $17.25 BOE for proved reserves in a heavily oil/liquids play
with substantial incremental drilling acreage is reasonable on its
face and complements its portfolio and strategy," said Harry
Schroeder, Moody's Vice President.

The Ba3 CFR reflects Concho's strong position in the Permian
Basin, large drilling inventory, and strong cash margins driven by
a high proportion of oil and NGL production. Post-acquisition the
leverage is nominally high compared to its rated peers but
Concho's production derives from areas with unlevered cash margins
exceeding $50 BOE affording them the ability to self-fund an
approximate $1.5 billion capex budget going forward. Protecting
this budget is a prudent hedging strategy for the two-years post
March 31, 2012 of about 41 million BOE of oil and a very modest
level of gas at an average price of $94.85 BOE. The company should
easily and economically replace produced reserves with the drill
bit. There are no debt maturities until 2016 when the credit
facility matures and the company has a quite lengthy reserve life,
in excess of fifteen years.

The SGL-2 reflects adequate liquidity through June 30, 2013. The
Three Rivers acquisition was funded by drawing $1 billion on the
revolver. Pro-forma for the acquisition, as of March 31, 2012
Concho has $1.3 billion of availability under its recently upsized
to $2.5 billion credit facility. The company plans to fund its
2012 drilling program with internal cash flow, and small bolt-on
acquisitions with its credit facility. Financial covenants under
the facility are debt / EBITDAX of not more than 4.0x and a
current ratio of at least 1.0x. Moody's expects Concho to remain
well within compliance with these covenants during the next 12
months. There are no debt maturities until 2016 when the credit
facility matures. Substantially all of Concho's oil and gas assets
are pledged as security.

The B1 senior unsecured note rating reflects both the overall
probability of default of Concho, to which Moody's assigns a PDR
of Ba3, and a loss given default of LGD5-78%. The size of the
senior secured revolver's priority claim relative to the senior
unsecured notes results in the notes being rated one notch below
the Ba3 CFR under Moody's Loss Given Default Methodology.

The stable outlook reflects Moody's expectation of an absorption
phase where Concho focuses on integrating the assets acquired from
Three Rivers and subsequent asset sales to partially fund the
acquisition. Moody's expects leverage to compress over time
through organic production growth as well as debt reduction from
announced asset sales of $200 - $400 million. Moody's could
upgrade the ratings if Concho continues to grow production and
reserves essentially within cash flow with debt / proved developed
reserves of less than $10 BOE and debt / average daily production
of less than $30,000 BOE. Strong full cycle metrics are clearly
the underlying driver of the economics. Moody's could downgrade
the ratings if RCF / debt degrades to below 30% due to a
leveraging acquisition, or if profitability deteriorates
materially due to sustained operational issues.

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

Concho Resources Inc. is an independent exploration and production
company headquartered in Midland, Texas.


CUBIC ENERGY: Gets NYSE MKT Approval for Extension of Plan Period
-----------------------------------------------------------------
Cubic Energy, Inc. disclosed that by letter dated July 27, 2012,
the NYSE MKT LLC, formerly NYSE Amex, LLC notified Cubic that the
Exchange has accepted the Company's request for extension of the
plan period until December 31, 2012 to regain compliance with
Section 1003(a)(iv) of the NYSE MKT Company Guide.

On March 2, 2012, the Exchange provided Cubic with notice that the
Company is not in compliance with Section 1003(a)(iv) of the
Company Guide in that the Exchange believed that the Company has
sustained losses which are so substantial in relation to its
overall operations or its existing financial resources, or its
financial condition has become so impaired that it appears
questionable, in the opinion of the Exchange, as to whether the
Company will be able to continue operations and/or meet its
obligations as they mature.  In that March 2, 2012 letter, the
Company was originally given until July 31, 2012 to regain
compliance with Section 1003(a)(iv).

On Dec. 27, 2011 and Feb. 24, 2012, Cubic received letters from
the Exchange indicating that the Company is not in compliance with
Section 1003(a)(i) of the Exchange's Company Guide because the
Company has stockholders' equity of less than $2,000,000 and
losses from continuing operations and/or net losses in two out of
its three most recent fiscal years, Section 1003(a)(ii) of the
Company Guide with stockholders' equity of less than $4,000,000
and losses from continuing operations and/or net losses in three
out of its four most recent fiscal years, and Section 1003(a)(iii)
of the Company Guide with stockholders' equity of less than
$6,000,000 and losses from continuing operations and/or net losses
in its five most recent fiscal years. The Company was given until
June 27, 2013 to regain compliance with these Company Guide
Sections.

The Company will be subject to periodic review by the Exchange
during the extension periods.  If the Company does not make
progress consistent with the plan or the Company is not in
compliance with the applicable continued listing standards by the
respective dates set forth above, the Company would be subject to
delisting; however, the Company would be entitled to appeal any
delisting determination by the Exchange.

Cubic Energy, Inc., headquartered in Dallas, Tex., is an
independent upstream energy company engaged in the development and
production of, and exploration for, crude oil and natural gas.
Its oil and gas assets and activities are concentrated in
Louisiana.


CURAXIS PHARMACEUTICALS: Files for Chapter 7 Liquidation
--------------------------------------------------------
BankruptcyData.com reports that Curaxis Pharmaceuticals filed for
Chapter 7 protection in Raleigh, California (Bankr. E.D. Calif.
Case No. 12-05475).  The Company is represented by N. Hunter
Wyche, Jr. of Wilson & Ratledge.  A Chapter 7 trustee was
appointed, and the Company's assets will be liquidated in
accordance with the Code.  With the installation of the Chapter 7
trustee and concurrent with the bankruptcy filing, the employment
of Timothy R. Wright, chairman and interim chief executive
officer, and Judith S. T. Geaslen, secretary and vice president -
finance, was terminated.  As a result, the Company no longer has
any employees.  All members of the Company's board also resigned.

Curaxis Pharmaceuticals is an emerging specialty pharmaceutical
company with a hormone drug product candidate for the treatment of
Alzheimer's disease and multiple cancers.


DBSI INC: Wavetronix Asks to Name Trustee in RICO Suit
------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that Wavetronix LLC, a
traffic-data company that launched an Idaho action against DBSI
Inc. officers, asked a Delaware bankruptcy judge Tuesday for
permission to add the bankrupt firm's liquidating trustee to the
RICO suit so it can sue him in his court-appointed role.

According to Bankruptcy Law360, Wavetronix LLC received more than
$21 million in funding from DBSI before the investment firm sought
court protection in Delaware, where a bankruptcy examiner
subsequently concluded that DBSI management had conducted a
massive Ponzi scheme that defrauded investors of some
$500 million.

                          About DBSI Inc.

Headquartered in Meridian, Idaho, DBSI Inc. and its affiliates
were engaged in numerous commercial real estate and non-real
estate projects and businesses.  On Nov. 10, 2008, and other
subsequent dates, DBSI and 180 of its affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-12687).
DBSI estimated assets and debts between $100 million and
$500 million as of the Chapter 11 filing.

Lawyers at Young Conaway Stargatt & Taylor LLP represent the
Debtors as counsel.  The Official Committee of Unsecured Creditors
tapped Greenberg Traurig, LLP, as its bankruptcy counsel.
Kurtzman Carson Consultants LLC is the Debtors' notice claims and
balloting agent.

Joshua Hochberg, a former head of the Justice Department fraud
unit, served as an Examiner and called the seller and servicer of
fractional interests in commercial real estate an "elaborate shell
game" that "consistently operated at a loss" in his report
released in October 2009.  McKenna Long & Aldridge LLP was counsel
to the Examiner.

On Sept. 11, 2009, the Honorable Peter J. Walsh entered an Order
appointing James R. Zazzali as Chapter 11 trustee for the Debtors'
estates.  On Oct. 26, 2010, the trustee of DBSI Inc. won court
confirmation of its Chapter 11 plan of liquidation, paving the way
for it to pay creditors and avoid years of expensive litigation
over its complex web of affiliates.  The plan, which was declared
effective Oct. 29, 2010, was jointly proposed by DBSI's unsecured
creditors and the bankruptcy trustee in charge of DBSI and its
170-plus affiliates.

Pursuant to DBSI Inc.'s confirmed Chapter 11 plan, the DBSI Real
Estate Liquidating Trust was established as of the effective date
and certain of the Debtors' assets, including the Debtors'
ownership interest in Florissant Market Place was transferred to
the RE Trust.  Mr. Zazzali and Conrad Myers were appointed as the
post-confirmation trustees.  Messrs. Zazzali and Myers are
represented by lawyers at Blank Rime LLP and Gibbons P.C.


DEER PARK: S&P Lowers Stand-alone Credit Profile to 'bb'
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'A' corporate
credit rating and 'A-1' short-term on U.S. refiner Deer Park
Refining L.P. following a review. "We lowered the stand-alone
credit profile from 'bb+' to 'bb'. The outlook is stable," S&P
said.

"The ratings on Deer Park Refining L.P. (Deer Park) reflect both
the company's standalone credit characteristics, and Standard &
Poor's Ratings Services' view that its credit profile is enhanced
by the support of its parents, Royal Dutch Shell PLC (Shell;
AA/Stable/A-1+) and PMI Norteamerica S.A. de C.V. (PMI; an unrated
subsidiary of Petroleos Mexicanos [PEMEX; foreign currency:
BBB/Stable; local long-term: A-/Stable]). Specifically, the 'A'
corporate credit rating incorporates a multiple-notch uplift from
Deer Park's 'bb' standalone credit profile to reflect our belief
that the company would receive support from Shell when required.
(Shell is the general partner and operator, while PMI is the
limited partner.) The 'bb' standalone credit profile reflects our
assessment of the company's 'fair' business risk profile as a
single, highly complex petroleum refiner and its 'intermediate'
financial risk profile," S&P said.

"The strategic importance of Deer Park to its parents,
particularly Shell, reflects past capital contributions, continued
liquidity support arrangements, and integration with the
companies' other business divisions," said Standard & Poor's
credit analyst Terry Pratt. "Shell supplies a significant portion
of its retail network from the refiner, while PMI ships a material
amount of its crude oil to it."

"The stable outlook reflects our expectations that Deer Park will
be able to fund itself internally through an extended margin
downturn and our belief that the asset will continue to be
strategic to its parent companies, particularly Shell. We could
lower ratings if there are indications that the parents would
no longer provide the support that we expect or if financial
metrics continue to worsen such that FFO to debt is below 20% and
debt to EBITDA is above 4x for an extended period. More explicit
parental support or a diversification of assets could lead to
higher ratings, although we expect any upgrade potential to be
limited," S&P said.


DELUXE ENTERTAINMENT: S&P Lowers Corporate Credit Rating to 'B-'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on U.S. entertainment services provider Deluxe
Entertainment Services Group Inc. to 'B-' from 'B'. The rating
outlook is stable.

"We also lowered our issue-level rating on Deluxe Entertainment's
senior secured term loan to 'B' from 'B+' (one notch above the 'B-
' corporate credit rating). The recovery rating on this debt
remains unchanged at '2', indicating our expectation of
substantial (70%-90%) recovery for lenders in the event of a
payment default," S&P said.

"The downgrade reflects Deluxe Entertainment's thin margin of
compliance with financial covenants and the potential that
discretionary cash flow could contract," said Standard & Poor's
credit analyst Tulip Lim. "The rating also reflects our financial
risk profile assessment of 'highly leveraged' (based on our
criteria) on the company, given its high debt service
requirements, including its sizable mandatory amortization
payments and its high leverage. In addition, it is owned by
private-equity investors that financed a special dividend from the
company using debt. We view Deluxe Entertainment's business
profile as 'vulnerable' (based on our criteria) because of its
exposure to the widespread adoption of digital projection
technology by motion picture exhibitors, particularly in North
America."

"We expect the company's film processing and distribution business
to continue to decline over the next few years," added Ms. Lim,
"and while we expect the company's creative service business will
grow at a brisk pace, we also expect total revenue to be flat or
decline at a low, single-digit percent rate this year."

"The rating outlook is stable. We could lower the rating if we
become convinced that the company could violate its financial
covenants, if we become convinced that its discretionary cash flow
could contract below $50 million, or if the company's liquidity
shrinks. This could occur if revenue from creative services does
not grow at a double-digit rate and if EBITDA does not grow a
mid-single-digit percent pace."

"Although less likely, we could raise the rating if the company's
operating performance improves based on sustainable demand trends
and its margin of compliance with financial covenants widens to
20%," S&P said.


DEWEY & LEBOEUF: Bonuses Okayed, Use of Discretionary Funds Denied
------------------------------------------------------------------
Michael Bathon, substituting for Bloomberg bankruptcy columnist
Bill Rochelle, reports that Dewey & LeBoeuf LLP won court approval
to pay incentive and retention bonuses to employees that will help
wind down the firm.

According to the report, U.S. Bankruptcy Judge Martin Glenn in
Manhattan on July 30 approved the company's request saying in a
14-page opinion the payments "are justified under the
circumstances."  Judge Glenn denied the company's proposal to use
$100,000 in discretionary funds that would have been used to pay
short-term billing and collection staff and could be used for
employees who remained past their "stay date."  Judge Glenn said
"there is insufficient information for the court to conclude that
this aspect of the plan does not discriminate unfairly."

The report relates that the original program proposed as much as
$700,000 for the employees.  The workers include six members of
the billing and collection staff and 42 members of the operational
staff.  Under the retention plan, 16 employees are eligible for an
additional two weeks pay if they stay until Aug. 31, court papers
show.  Seven could get three extra weeks of pay if they stay until
Sept. 20, and eighteen can receive as much as eight weeks of pay
if they stay through Nov. 30.  Three employees are covered under
the incentive plan which could total as much as $250,000. Two are
director of billing and director of collections, while the third
is a collection and billings analyst, according to court
documents. The two directors are eligible for as much as $110,000
and the analyst is capable of getting up to $30,000, JPMorgan
Chase & Co. said in a court filing.

The United States Trustee objects to the proposal, saying (i) it
does not provide sufficient information to allow the Court to
determine whether the payments under the Incentive Plan are more
costly than the alternative of only retaining a collection agent;
(ii) it is unclear whether the Plans are economically feasible, in
light of the upcoming expiration of the cash collateral order; and
(iii) the Incentive Plan is not justified under the facts and
circumstances of the case.

In reply, the Debtor argues that in addition to being permissible
under applicable law, the "need to stem further employee attrition
is greater now than ever."  With certain exceptions, the Court
concludes that both the Retention Plan and the Incentive Plan are
justified under the circumstances.

A copy of the Court's July 30 Memorandum Opinion and Order is
available at http://is.gd/ZqZMu2from Leagle.com.

                     About Dewey & LeBoeuf

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

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

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

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

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

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

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

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


DEWEY & LEBOEUF: Gets 2-Week Cash Lifeline to Aid Ex-Partner Deal
-----------------------------------------------------------------
Lance Duroni at at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Martin Glenn on Tuesday granted Dewey & LeBoeuf LLP a cash
lifeline to sustain the cratered law firm for two more weeks as it
attempts to cobble together a critical settlement with former
partners.

Judge Glenn signed off on an order extending Dewey's access to its
lenders' cash collateral ? which was set to expire Tuesday ? until
Aug. 15.  The extension will provide a window for Dewey to
determine whether enough of its partners have accepted a recent
settlement.

                       About Dewey & LeBoeuf

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

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

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

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

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

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

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

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


DRINKS AMERICAS: Delays Form 10-K for Fiscal 2012
-------------------------------------------------
Drinks Americas Holdings, Ltd., notified the U.S. Securities and
Exchange Commission that the compilation, dissemination and review
of the information required to be presented in the Form 10-K for
the year ended April 30, 2012, has imposed time constraints that
have rendered timely filing of the Form 10-K impracticable without
undue hardship and expense to the Company.  The Company undertakes
the responsibility to file that annual report no later than 15
days after its original due date.

It is anticipated that a significant change in results of
operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in the
Form 10-K.  The Company anticipates its results of operations to
reflect an increase in gross margin from $(31,644) to $1,252,670
for the year ended April 30, 2011, and for the year ended
April 30, 2012, respectively.  The increase in gross margin is
attributable to the transition in business model with the addition
of distribution rights acquired from Worldwide Beverage Imports,
LLC, in addition to a premium product selling strategy targeting
premium price points for products, low overhead and targeted
marketing.  Furthermore, the Company anticipates its results of
operations to reflect an increase in total operating expenses from
$2,753,547 to $2,814,836 for the year ended April 30, 2011, and
for the year ended April 30, 2012, respectively.  The increase in
expenses were attributable to increased sales commissions,
marketing and sales expenses related to an increase in revenues
and brand ambassadors and selling staff associated with the
companies increased sales.

                       About Drinks Americas

Headquartered in Wilton, Conn., Drinks Americas Holdings, Ltd. --
http://www.drinksamericas.com/-- through its majority-owned
subsidiaries, Drinks Americas, Inc., Drinks Global, LLC, D.T.
Drinks, LLC, and Olifant U.S.A Inc., imports, distributes and
markets unique premium wine and spirits and alcoholic beverages
associated with icon entertainers, celebrities and destinations,
to beverage wholesalers throughout the United States.

The Company reported a net loss of $4.58 million on $497,453 of
net sales for the year ended April 30, 2011, compared with a net
loss of $5.61 million on $890,380 of net sales during the prior
year.

After auditing the fiscal 2011 financial statements, Bernstein &
Pinchuk, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred significant losses
from operations since its inception and has a working capital
deficiency.

The Company's balance sheet at Jan. 31, 2012, showed $6.74 million
in total assets, $4.39 million in total liabilities, and
$2.35 million in total stockholders' equity.


DUNKIN' BRANDS: S&P Affirms 'B+' CCR After $400MM Term Loan Add-On
------------------------------------------------------------------
On July 31, 2012, Standard & Poor's Ratings Services affirmed its
'B+' corporate credit rating, along with all existing issue-level
ratings, on Canton, Mass.-based Dunkin' Brands Inc., following the
company's announcement that it plans to increase its existing term
loan by $400 million. The outlook is stable.

The company intends to use the proceeds from the add-on term loan
to partly fund shareholder initiatives and/or general corporate
purposes. The recovery rating remains '3', indicating our
expectations for meaningful (50-70%) recovery in the event of a
payment default.

Rationale

"The ratings on Dunkin' Brands reflect our assessment of the
company's business risk as 'fair' and its financial risk as
"highly leveraged." Our assessment of its business risk is
supported by its highly franchised business model and good market
position in the beverage-and-snack sector. Despite our
expectations for modest debt reduction with cash flows, we expect
its financial risk profile to remain highly leveraged. We believe
that the company will likely pursue additional shareholder
initiatives because of prospects for earnings improvement and
minimal capital spending requirements," S&P said.

Pro forma for the transactions, S&P estimates that debt to EBITDA
and funds from operations (FFO) to debt will reach 6.6x and 7%,
respectively. In its forecast for the next year, S&P thinks EBITDA
will continue to grow on positive performance from modest same-
store sales growth at franchisee operations and new store
openings.  S&P forecasts leverage declining to slightly under 6x
and FFO/debt improving to about 11% in 2013. These credit metrics
are in line with the indicative ratios of a highly leveraged
financial risk profile. As a franchisor, its revenues come
primarily from royalty payments from its franchisees, and it does
not bear the risk of their operations or of significant swings in
commodity costs. As such, S&P expects Dunkin' Brands to maintain
its good cash flow generation capabilities, as well as solid free
cash flow conversion given modest capital spending needs.

Dunkin' Brands has been expanding into new markets, which S&P
thinks will lead to a gradual increase in earnings and cash flows
and help strengthen its geographic diversity. These new store
openings are opened by franchisees, so Dunkin' Brands' capital
spending is kept at modest levels. The company benefits from good
penetration in its key geographic markets in the eastern U.S.,
which we think leverages its cost structure. Domestically, it is
targeting new stores away from its core eastern U.S. markets,
which S&P thinks will help with geographic diversification. The
company's rental income and licensing fees, which account for
about 25% of revenues, also provide stability to earnings.

S&P's assumptions for Dunkin' Brands in the next year include the
following:

  -- Systemwide same-store sales of about 3% on product
     initiatives;

  -- Modest improvement in EBITDA margins, to about 53%, due to
     new franchisee store openings, both domestically and
     internationally, that leverages its cost structure;

  -- Capital spending of about $25 million annually;

  -- Free cash flows of nearly $175 million, a portion of which
     will be used for debt reduction; and

  -- S&P expects the company to continue its organic growth
     strategy; the rating does not incorporate any large debt-
     financed acquisitions or additional sizable shareholder
     returns in the next 12 months.

Liquidity

S&P views Dunkin' Brands' liquidity as "adequate," based on its
criteria.  The rating agency's liquidity assumptions for the next
12 months include the following:

     -- S&P thinks the company has a good relationship with its
        banks, considering recent successful amendments to the
        credit agreement.

     -- Cash sources will exceed cash uses by 1.2x or more.

     -- Cash sources will exceed uses, even if EBITDA declines by
        15%.

     -- The company should maintain covenant compliance, given
        S&P's performance and cash flow expectations.

     -- Dunkin' Brands would be able to absorb high-impact, low-
        probability events with limited need for refinancing,
        given S&P's cash flow expectations.

Liquidity sources include about $219 million cash on hand at June
30, 2012, and availability under its $100 million revolving credit
facility. "Given our cash flow assumptions, we do not anticipate
any borrowings under the revolver," S&P said. The credit agreement
includes a mandatory cash flow sweep, which should result
in additional debt repayment.

Outlook

The stable outlook incorporates S&P's view that the company will
use free cash flows to reduce debt, and performance trends will
remain favorable with margin gains from new store openings and
positive same-store trends.  S&P forecasts leverage declining to
slightly under 6x in the next year and EBITDA margins increasing
to 53%.  S&P anticipates the company would use excess cash flow
for shareholder initiatives without incurring additional debt.

A downgrade could occur if financial policy changes so that
leverage is sustained above 6.5x and FFO/debt hovers around 7%,
which could result from aggressive shareholder returns or a major
acquisition. Intensified competition that exerts prolonged pricing
pressures could also lead to weaker credit ratios.

"An upgrade is unlikely at this time given the company's elevated
debt level.  However, it could occur if we see performance
improvement and debt declining so that leverage falls under 5x and
FFO/debt increases to about 15% on a sustained basis," according
to S&P.

Ratings List

Ratings Affirmed

Dunkin' Brands Inc.
Corporate Credit Rating                B+/Stable/--
Senior Secured $1.9-bil term loan        B+
   Recovery Rating                      3


DUTCH LAKE: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Dutch Lake Knoll Holdings, LLC
        1635 County 110 North
        Mound, MN 55364

Bankruptcy Case No.: 12-44430

Chapter 11 Petition Date: July 30, 2012

Court: U.S. Bankruptcy Court
       District of Minnesota (Minneapolis)

Judge: Dennis D. O'Brien

Debtor's Counsel: Will R. Tansey, Esq.
                  RAVICH MEYER KIRKMAN MCGRATH & NAUMAN
                  4545 IDS Center
                  80 South Eighth Street
                  Minneapolis, MN 55402
                  Tel: (612) 317-4760
                  Fax: (612) 332-8302
                  E-mail: wrtansey@ravichmeyer.com

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

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

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

The petition was signed by George Gulso, chief manager.


E-MAX GROUP: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: E-Max Group, Inc.
          dba www.databazaar.com
              www.databazaar.net
        12070 Miramar Parkway
        Hollywood, FL 33025

Bankruptcy Case No.: 12-28274

Chapter 11 Petition Date: July 30, 2012

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

Judge: John K. Olson

Debtor's Counsel: David R. Rothenstein, Esq.
                  EHRENSTEIN CHARBONNEAU CALDERIN
                  501 Brickell Key Drive, #300
                  Miami, FL 33131
                  Tel: (305) 722-2002
                  E-mail: drr@ecclegal.com

                         - and ?

                  Jacqueline Calderin, Esq.
                  EHRENSTEIN CHARBONNEAU CALDERIN
                  501 Brickell Key Drive, #300
                  Miami, FL 33131
                  Tel: (305) 722-2002
                  Fax: (305) 722-2001
                  E-mail: jc@ecclegal.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/flsb12-28274.pdf

The petition was signed by Anindya Oney Seal, president.


ELBIT VISION: Reports $519,000 Net Profit in Second Quarter
-----------------------------------------------------------
Elbit Vision Systems Ltd. reported net profit of $519,000 on
$1.96 million of revenue for the three months ended June 30, 2012,
compared with net profit of $302,000 on $1.42 million of revenue
for the same period during the prior year.

The Company reported net profit of $753,000 on $3.58 million of
revenue for the six months ended June 30, 2012, compared with net
profit of $532,000 on $2.67 million of revenue for the same period
a year ago.

Elbit Vision's balance sheet at June 30, 2012, showed
$3.41 million in total assets, $4.33 million in total liabilities,
and a $923,000 in shareholders' deficiency.

Sam Cohen, CEO of EVS commented, "Our achievements in the first
half of this year, serve as further justification of the vision
and direction of EVS since the reorganization two years ago.  We
are continuing to expand our operations in Asia which have
contributed almost 50% of our revenues in 2012, and our targeted
marketing campaigns have allowed us to penetrate new territories
like Sri Lanka and Thailand.  All this has been achieved  while
maintaining growth within our core competencies in Europe and the
Americas.

"Additionally, we are excited about our future evolution given
some very encouraging  recent advances by our R&D team.  Over the
next few months, we plan to introduce a revolutionary new
inspection tool that we expect will bring EVS into new global
markets," concluded Mr. Cohen.

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

                        http://is.gd/Qr5Qma

                         About Elbit Vision

Based in Caesarea, Israel, Elbit Vision Systems Ltd. (OTC BB:
EVSNF.OB) offers a broad portfolio of automatic State-of-the-Art
Visual Inspection Systems for both in-line and off-line
applications, and process monitoring systems used to improve
product quality, safety, and increase production efficiency.


ENERGY CONVERSION: Court Confirms Liquidation Plan
--------------------------------------------------
Energy Conversion Devices, Inc. and its wholly-owned subsidiary
United Solar Ovonic LLC disclosed that the United States
Bankruptcy Court for the Eastern District of Michigan has
confirmed its Second Amended Joint Plan of Liquidation.

On July 30, 2012, the United States Bankruptcy Court for the
Eastern District of Michigan entered a confirmation order in
respect of the Second Amended Joint Plan of Liquidation of ECD and
USO.  The confirmation order is expected to become final on
Aug. 14, 2012, assuming no appeals of the order before that time,
at which time, the Plan will be effective.

The Plan obtained overwhelming support from all classes of voting
creditors and is a significant advancement of the company's
efforts to maximize the return to its creditors through an
efficient administration of its bankruptcy cases.

The Plan provides for the treatment of claims against ECD and USO
and equity interests in ECD.  ECD and USO have completed sales of
substantially all of their machinery, equipment, and inventory and
are in the process of conducting sales of their intellectual
property, real estate holdings, interest in Ovonyx, Inc. and other
miscellaneous assets.  The Plan provides for a liquidation trust
to complete the liquidation, wind-up the affairs of ECD and USO,
and to distribute the cash to creditors of each company on a
consolidated basis.  The Plan also establishes a warranty trust to
settle warranty claims.  The liquidation trust and warranty trust
will be managed by an oversight committee comprised of selected
unsecured creditors. On the effective date of the Plan, all equity
interests in ECD will be cancelled.

On Feb. 14, 2012, ECD and USO filed voluntary petitions for relief
under Chapter 11 the United States Bankruptcy Code in the United
States Bankruptcy Court for the Eastern District of Michigan.  On
May 23, 2012, ECD and USO filed a proposed plan of liquidation and
disclosure statement with the Bankruptcy Court, both the proposed
plan and disclosure statement were later amended and filed with
the Bankruptcy Court on May 29, 2012 and May 31, 2012.

                      About Energy Conversion

Energy Conversion Devices -- http://energyconversiondevices.com/
-- has a renowned 51 year history since its formation in Detroit,
Michigan and has been a pioneer in materials science and renewable
energy technology development.  The company has been awarded over
500 U.S. patents and international counterparts for its
achievements.  ECD's United Solar wholly owned subsidiary has been
a global leader in building-integrated and rooftop photovoltaics
for over 25 years.  The company manufactures, sells and installs
thin-film solar laminates that convert sunlight to clean,
renewable energy using proprietary technology.

ECD filed for Chapter 11 protection (Bankr. E.D. Mich. Case No.
12-43166) on Feb. 14, 2012.  Judge Thomas J. Tucker presides over
the case.  Aaron M. Silver, Esq., Judy B. Calton, Esq., and Robert
B. Weiss, Esq., at Honigman Miller Schwartz & Cohn LLP, in
Detroit, Michigan, represent the Debtor as counsel.  The Debtor
estimated assets and debts of between $100 million and $500
million as of the petition date.

The petition was signed by William Christopher Andrews, chief
financial officer and executive vice president.

Affiliate United Solar Ovonic LLC filed a separate Chapter 11
petition on the same day (Bankr. E.D. Mich. Case No. 12-43167).
Affiliate Solar Integrated Technologies, Inc., filed a petition
for relief under Chapter 7 of the Bankruptcy Code (Bankr. E.D.
Mich. Case No. 12-43169).

An official committee of unsecured creditors has been appointed in
the case.  Foley and Lardner, LLP represents the Committee.
Scouler & Company, LLC, serves as financial advisor.

A group of shareholders had asked a bankruptcy judge to allow it
to form an official committee with lawyers and expenses paid for
by the company.

The company had estimated in court papers that it was worth
$986 million, based on nearly $800 million of investment in the
manufacturing unit.

The Debtors disclosed that they had canceled the auction of the
going concern sale of USO and discontinued the court-approved sale
process because of the failure to receive an acceptable qualified
bid by the bid deadline.  Quarton Partners, the companies'
investment banker, is continuing to work with prospective buyers
on alternative transactions.  In addition, the companies have
retained auction services provider Hilco Industrial to prepare for
an orderly sale of the companies' assets.


FC-GEN OPERATIONS: Moody's Assigns 'B2' CFR/PDR; Outlook Stable
---------------------------------------------------------------
Moody's Investors Service assigned B2 Corporate Family and
Probability of Default Ratings to FC-GEN Operations Investment,
LLC, the parent company of Genesis HealthCare LLC (collectively
Genesis). Moody's also assigned a B2 (LGD 3, 45%) rating to the
company's proposed $325 million senior secured term loan. The
outlook for the ratings is stable.

Moody's understands that the proceeds of the loan along with a
draw on a new asset based revolving credit facility (not rated by
Moody's) will be used to fund the acquisition of the outstanding
equity of Sun Healthcare Group, Inc. (Sun) and refinance existing
debt. The $275 million acquisition of Sun is expected to close in
the fourth quarter of 2012.

The ratings of Sun, including the B1 Corporate Family Rating,
remain unchanged and will be withdrawn upon the closing of the
transaction and the repayment of Sun's outstanding debt.

Following is a summary of Moody's rating actions. Ratings are
subject to Moody's review of final documentation.

Ratings assigned:

FC-GEN Operations Investment, LLC:

Corporate Family Rating, B2

Probability of Default Rating, B2

Genesis HealthCare LLC:

$325 million senior secured term loan due 2018, B2 (LGD 3, 45%)

Ratings unchanged and to be withdrawn at the close of the
transaction:

Sun Healthcare Group, Inc.:

Senior secured revolving credit facility expiring 2015, Ba1
(LGD 2, 17%)

Senior secured term loan due 2016, Ba1 (LGD 2, 17%)

Corporate Family Rating, B1

Probability of Default Rating, B1

Speculative Grade Liquidity Rating, SGL-3

Ratings Rationale

Genesis' B2 Corporate Family Rating reflects Moody's expectation
that the company will continue to operate with very high lease
adjusted leverage given the long term leases for the majority of
its facilities. While Moody's expects the cash requirements for
these obligations to increase over time, it expects the company to
have a relatively modest amount of funded debt outstanding. The
rating also reflects Moody's assessment of the risks associated
with the reliance on government programs for the majority of
revenue and its anticipation that Medicare and Medicaid
reimbursement rates will remain under pressure. The rating also
reflects Moody's belief that the considerable scale the combined
company will have as one of the largest providers of post-acute
care services and the increased geographic diversification
provided by the acquired facilities will represent a strength over
the company's previous position in the sector.

The stable outlook reflects Moody's expectation that the company
will continue to generate stable cash flows that can be used to
fund planned investment in growth initiatives. The outlook also
reflects Moody's expectation that credit metrics will not likely
improve in the near term given that the majority of adjusted debt
is related to the significant lease obligations of the company.
Finally, Moody's expects that the company will remain disciplined
with regard to acquisitions and the use of incremental debt
following the significant transformational acquisition of Sun.

Moody's expects that metrics will decline from pro forma levels as
the company fully absorbs the impact of the October 2011 Medicare
rate reduction and meaningful improvement beyond that will be
limited given the majority of the adjusted debt balance relates to
the significant lease obligations. Given that, Moody's does not
expect an upgrade of the rating in the near term. However, if the
company can grow EBITDA while sustaining debt to EBITDA on a GAAP
basis below 5.0 times and decrease the risk related to escalating
rent expense requirements, Moody's could upgrade the ratings.

If metrics weaken considerably from integration issues or negative
regulatory or reimbursement developments, Moody's could lower the
rating. Additionally, if Moody's does not expect Genesis to be
able to offset increasing rent expense with sufficient revenue and
cash flow growth, or if it increases leverage for a significant
debt financed acquisition, Moody's could lower the rating. For
example, while Moody's expects metrics to deteriorate initially as
the company absorbs a full year of lower Medicare reimbursement
levels, if over time Genesis does not reduce debt to EBITDA on a
GAAP basis below 7.0 times, Moody's could downgrade the ratings.

For further details refer to Moody's Credit Opinion for FC-GEN
Operations Investment, LLC on moodys.com.

The principal methodology used in rating Genesis was the Global
Healthcare Service Providers Industry Methodology published in
December 2011. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Genesis provides post-acute care services, including skilled
nursing and contract rehabilitation. Pro forma for the proposed
acquisition of Sun, the company recognized approximately $4.7
billion in revenue for the twelve months ended March 31, 2012.


FINANCIAL DATA: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Financial Data Technology Corporation
        aka Fi-Data
        aka fiData
        201 Jordan Road
        Franklin, TN 37067

Bankruptcy Case No.: 12-07012

Chapter 11 Petition Date: July 31, 2012

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Marian F. Harrison

Debtor's Counsel: Barbara Dale Holmes, Esq.
                  David Phillip Canas, Esq.
                  Glenn Benton Rose, Esq.
                  Tracy M Lujan, Esq.
                  HARWELL HOWARD HYNE GABBERT & MANNER PC
                  333 Commerce Street, Suite 1500
                  Nashville, TN 37201
                  Tel: (615) 256-0500
                  Fax: (615) 251-1059
                  E-mail: bdh@h3gm.com
                          dpc@h3gm.com
                          gbr@h3gm.com
                          tml@h3gm.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 Gary M. Murphey, trustee of Citizens
Corporation, Debtor's sole shareholder.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Citizens Corporation                   11-11792   11/28/11


FIVE PONDS: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Five Ponds LP
        1225 W. Street Road
        Warminster, PA 18974

Bankruptcy Case No.: 12-17171

Chapter 11 Petition Date: July 30, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Eric L. Frank

Debtor's Counsel: Albert A. Ciardi, III, Esq.
                  CIARDI CIARDI & ASTIN, P.C.
                  One Commerce Square
                  2005 Market Street, Suite 1930
                  Philadelphia, PA 19103
                  Tel: (215) 557-3550
                  Fax: (215) 557-3551
                  E-mail: aciardi@ciardilaw.com

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

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

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

The petition was signed by John McGrath, Jr., president.


FRANKLIN CREDIT: Bankruptcy Court Confirms Prepackaged Plan
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey confirmed
the Prepackaged Plan of Reorganization of Franklin Credit Holding
Corporation and approved the adequacy of the solicitation
procedures with respect to the solicitation of votes to accept or
reject the Prepackaged Plan, and the adequacy of information
contained in the Disclosure Statement.

The Confirmation Order approved three technical or non-material
changes to the Prepackaged Plan that did not materially adversely
affect or change the treatment of any claims, interests, or
options and did not modify the Prepackaged Plan.

Each holder of an allowed general unsecured claim will receive, to
the extent available, (a) his/her/its pro rata share of the
proceeds of the liquidation of the remaining assets of the estate
after the payment of the creditors holding allowed claims with a
higher priority of payment under the Prepackaged Plan and
liquidation costs.

The Prepackaged Plan provides for, among other things, liquidation
and disposal of the assets including the sale of Franklin Credit
Management Corporation Stock pursuant to Section 1123(b)(4) of the
Bankruptcy Code, rejection of executory contracts and unexpired
non-residential leases pursuant to Sections 1123(b)(2) and 356 of
the Bankruptcy Code, and resolution of disputed, contingent and
unliquidated claims.

All cash necessary to fund the consummation of the Prepackaged
Plan will be provided from the proceeds of FCMC Sale Payment
($250,000 plus payment on the promissory note of $1,109,000
payable over a period of five years with interest at 3.25% per
annum, with Thomas Axon, Chairman and President, and shareholder
of the the Company and FCMC, guaranteeing the payment obligations
under the promissory note) and any other assets.

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

                        http://is.gd/1lgkB5

                       About Franklin Credit

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

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

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

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

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

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


FREEDOM ENVIRONMENTAL: Posts $390,100 Net Loss in Q1 2012
---------------------------------------------------------
Freedom Environmental Services, Inc., filed its quarterly report
on Form 10-Q, reporting a net loss of $390,104 on $1.17 million
of revenues for the three months ended March 31, 2012, compared
with a net loss of $354,086 on $1.39 million of revenues a year
earlier.

The Company's balance sheet at March 31, 2012, showed
$2.68 million in total assets, $3.05 million in total liabilities,
and a stockholders' deficit of $368,588.

As reported in the TCR on July 10, 2012, Tarvaran Askelson &
Company, LLP, in Laguna Niguel, California, expressed substantial
doubt about Freedom Environmental's ability to continue as a going
concern, following the Company's results for the fiscal year ended
Dec. 31, 2011.  The independent auditors noted that the Company
has incurred significant losses.  "The Company's viability is
dependent upon its ability to obtain future financing
and the success of its future operations."

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

                       http://is.gd/llzpRO

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




GEL LLC: Court Says Chapter 22 Cases Filed in Bad Faith
-------------------------------------------------------
Chief Bankruptcy Judge Carla E. Craig dismissed the Chapter 11
cases of GEL, LLC and GRL, LLC, with prejudice pursuant to 11
U.S.C. Sections 362(d)(4), 707(A) and 1112(b), at the behest of
Archer Capital Fund, L.P.  Judge Craig said multiple grounds to
dismiss exist, including the failure of the Debtors comply with
their reporting obligations, the failure of the Debtors to
maintain insurance and numerous indicia of a bad faith filing.

GEL LLC owns real property in Queens, New York, located at 29-08
Hoyt Avenue South, Astoria, New York, and 29-10 Hoyt Avenue South,
Astoria, New York (Block 838, Lots 3 and 4, respectively).  GRL
LLC owns two parcels of real property in Queens located at
3276/3278 31st Street, Astoria, New York (Block 587, Lot 68).  The
Debtors are owned and operated by members of the Lambrakis family,
including George Lambrakis or his two brothers Gregory Lambrakis
and Alexander Lambrakis.  The GRL Property consists of a single
story building currently used as a medical office by Emmanuel
Lambrakis, who is the father of the principal of the Debtors.

An affiliate of the Debtors, Eagle Realty LLC, owned real property
in Queens located at 178-02/178-18 Hillside Avenue, Jamaica, New
York, 178-20/178-36 Hillside Avenue, Jamaica, New York and 881-
0/88-16 179th Street, Jamaica, New York (Block 9913, Lots 25, 35,
and 41 respectively).

GEL LLC and GRL LLC filed pro se Chapter 11 petitions (Bankr.
E.D.N.Y. Case Nos. 11-47910 and 11-47911) on Sept. 16, 2011.
Eagle Realty filed a separate pro se Chapter 11 petition (Bankr.
E.D.N.Y. Case No. 11-47909) on the same day.  Eagle's petition was
dismissed with prejudice by the Court on Dec. 23, 2011.  The
dismissal order bars Eagle from filing any future petitions under
the Bankruptcy Code.

On March 8, 2007, Archer made a loan in the principal sum of
$2,600,000 to the Debtors.  The Debtors failed to make full
payment on the GEL/GEL Loan on April 1, 2008.  On Nov. 10, 2008,
Archer commenced an action to foreclose on the GEL/GRL Mortgage in
the Supreme Court of the State of New York, Queens County, against
the Debtors, the Guarantors, and other defendants with a purported
interest in the Properties.  The state court appointed a receiver
to manage the Properties.  A referee appointed under state law
determined that a sum of $2,406,528 was due Archer as of March 22,
2011, plus per diem interest every day thereafter.

Emmanuel Lambrakis is the current tenant at the GRL Property, and
is the subject of a landlord tenant proceeding for the non-payment
of rent.  Insurance on the GRL Property lapsed on Dec. 26, 2011.

On Aug. 5, 2011, a judgment was entered in the Foreclosure Action,
and in connection therewith, a foreclosure sale was scheduled for
Sept. 16, 2011.

On the Original Sale Date, the Debtors filed their first Chapter
11 petitions thereby staying the foreclosure sale.  Upon the
motion of the U.S. Trustee, the Court entered orders on Jan. 27,
2012 dismissing petitions of GRL and GEL.

About one month after the dismissal of the initial Chapter 11
petitions, the Debtors each filed another chapter 11 petition
(Case Nos. 12-108011 and 12-10800), this time in the U.S.
Bankruptcy Court for the Southern District of New York.  After a
hearing, Judge Alan L. Gropper determined that venue was improper
in the Southern District of New York and ordered that the cases be
transferred to the Eastern District (Bankr. E.D.N.Y. Case Nos.
12-41911 and 12-41913).

A copy of the Court's July 30, 2012 Decision is available at
http://is.gd/U2EwPwfrom Leagle.com.

Karamvir Dahiya, Esq., at Dahiya Law Offices, LLC, represents the
Debtors.

Jerold C. Feuerstein, Esq., at Kriss & Feuerstein LLP, in New
York, NY, represents counsel for Archer Capital Fund, L.P.


GENERAL AUTO: Hires Cassinelli Jackson as Appraiser
---------------------------------------------------
General Auto Building, LLC, asks for permission from the U.S.
Bankruptcy Court to employ Cassinelli Jackson, LLC, as appraiser
for the Debtor.

The Debtor was formed to renovate and lease commercial property
located at 411 NW Park Avenue, in Portland, Oregon.  As of the
petition date, the Debtor has developed virtually all of the
General Automotive Building and has leased roughly 98% of the
building's space to retail and commercial tenants.  The Debtor
continues to seek tenants for the remaining spaces.

The professional services Cassinelli Jackson is to render include
the completion of a summary appraisal report to estimate the "as
is market value" of the subject property, which will be prepared
to conform to the Uniform Standards of Professional Appraisal
Practice.  Cassinelli Jackson also will prepare for and provide
testimony at hearings in this bankruptcy case, to the extent
necessary.

Subject to Court approval, the Debtor has agreed to compensate
Cassinelli Jackson with a flat fee of $3,500 for the summary
appraisal report.  To the extent Cassinelli Jackson provides
additional consultation services after the appraisal is completed
or testifies on the Debtor's behalf, Cassinelli Jackson will be
compensated at the rate of $200 per hour.

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

                    About General Auto Building

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

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

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

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


GENTA INC: Has Go Signal to Start Tesetaxel Clinical Trial
----------------------------------------------------------
Genta Incorporated has received formal notice from the drug
regulatory authority of the People's Republic of China that the
Company has received approval to start clinical trials with
tesetaxel, its lead clinical compound, in China.

SFDA has requested and approved a dose-ranging study of the
combination of capecitabine plus tesetaxel, up to and including
the dose used in a pivotal randomized trial (known as TESEGAST),
as well as subsequent participation by China in the TESEGAST
study.  The TESEGAST study is designed to evaluate the safety and
activity of tesetaxel plus capecitabine compared with capecitabine
plus placebo in patients with advanced gastric cancer.  Gastric
cancer is the second most common tumor type in China.

                      About Genta Incorporated

Berkeley Heights, New Jersey-based Genta Incorporated (OTC BB:
GNTA) -- http://www.genta.com/-- is a biopharmaceutical company
engaged in pharmaceutical (drug) research and development.  The
Company is dedicated to the identification, development and
commercialization of novel drugs for the treatment of cancer and
related diseases.

In its report on the financial statements for 2011, EisnerAmper
LLP, in Edison, New Jersey, noted that the Company's recurring
losses from operations and negative cash flows from operations and
current maturities of convertible notes payable raise substantial
doubt about its ability to continue as a going concern.

The Company reported a net loss of $69.42 million in 2011,
compared with a net loss of $167.30 million during the prior year.

The Company's balance sheet at March 31, 2012, showed $4.56
million in total assets, $34.74 million in total liabilities and a
$30.17 million total stockholders' deficit.

                        Bankruptcy Warning

According to the Form 10-K for the year ended Dec. 31, 2011, the
Company in September 2011, issued $12.7 million of units,
consisting of $4.2 million of senior secured convertible notes and
$8.5 million of senior secured cash collateralized convertible
notes.  In connection with the sale of the units, the Company also
issued two types of debt warrants in an amount equal to 100% of
the purchase price for each unit.  The Company had direct access
to $4.2 million of the proceeds, and the remaining $8.5 million of
the proceeds were placed in a blocked account as collateral
security for the $8.5 million senior secured cash collateralized
convertible notes.  Presently, with no further financing, the
Company projects that it will run out of funds during the first
quarter of 2012.  The Company currently does not have any
additional financing in place.  If it is unable to raise
additional funds, the Company could be required to reduce its
spending plans, reduce its workforce, license one or more of its
products or technologies that it would otherwise seek to
commercialize itself, sell some or all of its assets, cease
operations or even declare bankruptcy.  There can be no assurance
that the Company can obtain financing, if at all, or raise those
additional funds, on terms acceptable to it.


GENTA INC: Warns of Possible Bankruptcy Filing
----------------------------------------------
Genta Inc., a biopharmaceutical company focused on treatments for
cancer, warned that it may need to seek bankruptcy protection if
it can't obtain financing.

"The company has actively sought additional financing and a
strategic partner; however, to date those efforts have been
unsuccessful. If the company cannot secure financing or a
strategic partner, the company may file for reorganization under
bankruptcy," Genta said in a filing with the Securities and
Exchange Commission on July 27.

                     About Genta Incorporated

Berkeley Heights, New Jersey-based Genta Incorporated (OTC BB:
GNTA) -- http://www.genta.com/-- is a biopharmaceutical company
engaged in pharmaceutical (drug) research and development.  The
Company is dedicated to the identification, development and
commercialization of novel drugs for the treatment of cancer and
related diseases.

In its report on the financial statements for 2011, EisnerAmper
LLP, in Edison, New Jersey, noted that the Company's recurring
losses from operations and negative cash flows from operations and
current maturities of convertible notes payable raise substantial
doubt about its ability to continue as a going concern.

The Company reported a net loss of $69.42 million in 2011,
compared with a net loss of $167.30 million during the prior year.

The Company's balance sheet at March 31, 2012, showed $4.56
million in total assets, $34.74 million in total liabilities and a
$30.17 million total stockholders' deficit.

                        Bankruptcy Warning

According to the Form 10-K for the year ended Dec. 31, 2011, the
Company in September 2011, issued $12.7 million of units,
consisting of $4.2 million of senior secured convertible notes and
$8.5 million of senior secured cash collateralized convertible
notes.  In connection with the sale of the units, the Company also
issued two types of debt warrants in an amount equal to 100% of
the purchase price for each unit.  The Company had direct access
to $4.2 million of the proceeds, and the remaining $8.5 million of
the proceeds were placed in a blocked account as collateral
security for the $8.5 million senior secured cash collateralized
convertible notes.  Presently, with no further financing, the
Company projects that it will run out of funds during the first
quarter of 2012.  The Company currently does not have any
additional financing in place.  If it is unable to raise
additional funds, the Company could be required to reduce its
spending plans, reduce its workforce, license one or more of its
products or technologies that it would otherwise seek to
commercialize itself, sell some or all of its assets, cease
operations or even declare bankruptcy.  There can be no assurance
that the Company can obtain financing, if at all, or raise those
additional funds, on terms acceptable to it.


GORDIAN MEDICAL: Exclusive Plan Filing Period Extended to Oct. 31
-----------------------------------------------------------------
Judge Mark S. Wallace of the U.S. Bankruptcy Court for the Central
District of California has extended the exclusive plan filing
period of Gordian Medical, Inc., dba American Medical
Technologies, up to and including Oct. 31, 2012.  The Debtor's
Exclusive Solicitation Period is extended up to and including
Dec. 30, 2012.

The Debtor said the extension of the Exclusive Periods will
facilitate its ability to reach a resolution, whether by agreement
or through litigation, of its dispute with The Centers for
Medicare & Medicaid Services pertaining to CMS's refusal to pay
for certain wound dressings sold by the Debtor to residents of
nursing home facilities and the related withholding from the
Debtor of certain Medicare payments, which payments account for a
substantial amount of the Debtor's revenue.  Although the Debtor
has been attempting to negotiate a resolution of the issues with
CMS, no such resolution has yet been achieved, therefore, the
Debtor will not be in a position to file a plan within the
original 120 day exclusive plan filing period.

                       About Gordian Medical

Gordian Medical, Inc., dba American Medical Technologies, filed a
Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-12339) in
Santa Ana, California, on Feb. 24, 2012, after Medicare refunds
were halted.  The Debtor estimated assets and debts of up to
$50 million.  It has $4.3 million in cash and $31.1 million in
receivables due from Medicare.

Irvine, California-based Gordian Medical provides supplies and
services to treat serious wounds.  The company has active
relationships with and serves patients in more than 4,000 nursing
facilities in 49 states with the heaviest concentration of the
nursing homes being in the south and southeast sections of the
United States.

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

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


GYNGER L. WILLIAMS: Wells Fargo Has Green Light to Foreclose
------------------------------------------------------------
Wells Fargo won relief from the automatic stay in the Chapter 11
case of Gynger L. Williams to foreclose on real property commonly
referred to as DRW Farms.  The Debtor is a joint tenant with the
right of survivorship with Patty S. Williams.  The property is
used to operate a poultry farm.  The Debtor and P. Williams are
indebted to Wells Fargo pursuant to a commercial mortgage note and
a commercial construction mortgage note both of which are dated
Jan. 1, 2007.  The original principal balance of the notes totaled
$1,362,100.  The notes are secured by a commercial mortgage and
security agreement dated Jan. 17, 2007, granting Wells Fargo a
first priority mortgage and security interest in the poultry farm,
among other things.  The loans matured on Jan. 17, 2012.  The
Debtor and P. Williams defaulted on the loans by failing to pay
the balance due on or before maturity date.

Gynger Lea Williams filed a voluntary Chapter 11 petition
Bankr. N.D. Ala. Case No. 12-81268) on April 17, 2012.  Patty S.
Williams, the co-owner of the subject property and co-obligor, is
not in bankruptcy.

Wells Fargo asserts that the Debtor has no equity in the
collateral.  As of the petition date, the balance due on the loans
was $1,326,041.  Post-petition, Wells Fargo has received roughly
$240,000 from additional loan collateral which is due to be
applied to the loan balance.  At the hearing on this matter, the
Debtor turned over a check to Wells Fargo for insurance proceeds
totaling $150,000 issued to a non-debtor third party to be applied
to the debt.

Wells Fargo was also scheduled to foreclose on additional loan
collateral owned separately by P. Williams.  Counsel for Wells
Fargo stated in court that the creditor anticipated a credit bid
of $90,000.  With these reductions totaling $240,000, the current
balance due Wells Fargo is approximately $1,086,041.

In her petition, the debtor listed the value of her one-half
interest in the real property securing Wells Fargo's loan as
$700,000.  A recent appraisal obtained by Wells Fargo values the
collateral at $980,000.  Using either the value listed by the
debtor on her schedules of her one-half interest totaling $700,000
or Wells Fargo's appraisal value of $980,000, the Court noted the
Debtor clearly has no equity in the property even after receiving
credit for the $240,000 in post-petition debt reduction.

A copy of Bankruptcy Judge Jack Caddell's July 30, 2012 Memorandum
Opinion is available at http://is.gd/qjpDGufrom Leagle.com.


HARPER BRUSH: U.S. Trustee Appoints 5-Member Creditors Panel
------------------------------------------------------------
Daniel M. McDermott, United States Trustee for Region 12,
appointed three unsecured creditors to serve on the Committee of
Unsecured Creditors of Harper Brush Works, Inc.:

       1. Whitley Monahan Handle Co
          Attn: Jim Monahan
          202 North Oak Street
          Arcola, IL 61910
          Tel: (217) 268-5755
          Fax: (217) 268-3113
          E-mail: Jim_Monahan@thomasmonahan.com

       2. SourceCut Industries, Inc.
          Attn:  Brad Wiedenhoeft
          51149 Whitetail Rd
          Osseo, WI
          Tel: (715) 597-6525
          Fax: (715) 597-6625
          Email: bw@sourcecut.co

       3. Robert Jensen
          P.O. Box 1061
          Muscatine, IA 52761
          Tel: (563) 263-6589
          Fax: (563) 263-6604
          Email: bjensen@tempassociates.com

       4. Fairfield Economic Development
          Attn: John Morrissey
          204 West Broadway
          Fairfield, IA
          Tel: (641) 472-3436
               (217) 268-5755
          Email: jmorrisseymblow@iowatelecom.net

       5. Prologis Industrial
          Attn: Pia Thompson
          222 North LaSalle Street
          Suite 800, Chicago, IL 60601
          Tel: (312) 899-1630
          Cell: (312) 622-6109

Jim Monahan is designated as Acting Chairperson of said Committee
pending selection by the Committee members of a permanent
Chairperson.

                     About Harper Brush Works

Fairfield, Iowa-based Harper Brush Works, Inc., filed a Chapter 11
petition (Bankr. S.D. Iowa) in Des Moines on May 29, 2012.
Family-owned Harper Brush -- http://www.harperbrush.com/--
provides more than 1,000 products, including pushbrooms, mops,
floor squeegees, automotive brushes, dust pans, and buckets.  The
Company disclosed assets of $10.4 million against debt totaling
$10 million, including $6 million owing to secured creditors.

Judge Anita L. Shodeen presides over the case.  Donald F. Neiman,
Esq., and Jeffrey D. Goetz, Esq., at Bradshaw, Fowler, Proctor &
Fairgrave, P.C., serve as bankruptcy counsel to the Debtor.  Marc
B. Ross serves as the Debtor's Chief Restructuring Officer.


HARPER BRUSH: Wants Until Sept. 26 to Use Cash Collateral
---------------------------------------------------------
Harper Brush Works, Inc., asks the U.S. Bankruptcy Court for the
Southern District of Iowa for final authority to use cash
collateral securing obligations to Secured Creditors UMB Bank and
the Iowa Economic Development Authority, pursuant to a proposed
budget, for 120 days from the Petition Date, or until Sept. 26,
2012, for the payment of its usual, ordinary, customary, regular,
and necessary post-petition expenses incurred in the ordinary
course of its business and for payment of those pre-petition
claims approved and allowed by Order of the Bankruptcy Court.

As proposed, Secured Lenders are granted replacement security
interests in, and liens on, the same type of assets which
constitute their prepetition Collateral that are acquired
postpetition by the Debtor.

UMB Bank will be entitled to a super-priority claim that will have
priority in the Debtor's bankruptcy case over all priority claims
and unsecured claims against the Debtor and its estate, now
existing or hereafter arising, of any kind or nature whatsoever
including, without limitation, administrative expenses of the
kinds specified in or ordered pursuant to Sections 105, 326, 328,
330, 331, 503(a), 503(b), 506(c), 507(a), 507(b), 546(c), 726(b),
and 1114 of the Bankruptcy Code in the amount of $20,000.

All proceeds received from the sale of Collateral in the ordinary
course of business, and the collection of accounts receivable and
profits, will be deposited in the Debtor's DIP Accounts at Iowa
State Bank and Trust of Fairfield, Iowa.  The Debtor proposes that
the existing rights, liens and interests of the Secured Creditors
will attach to the funds deposited into the DIP Accounts with the
same priority that such rights, liens and interests had in the
other accounts at UMB prepetition.

At a scheduled hearing on June 14, 2012, the Bankruptcy Court
authorized the Debtor to continue using cash collateral on an
interim basis through and including July 2, 2012, and continuing
the hearing on final use of cash collateral until a hearing on
July 2, 2012.

The Debtor has advised the Court and its creditors that it is
actively seeking secured DIP Financing to fund its operations
through plan confirmation, in lieu of funding such operations with
cash collateral, and that it is actively engaged in good-faith
discussions with several third-party lenders who have expressed
interest in providing the Debtor with DIP Financing.

A copy of the proposed budget is available for free at:

http://bankrupt.com/misc/harperbrush.doc91.pdf

The Official Committee of Unsecured Creditors appointed in the
Debtor's bankruptcy case supports the Debtor's request for final
use of cash collateral.  The Committee tells the Court that the
pre-petition secured lenders will not be prejudiced by the
Debtor's use of cash collateral for a limited period of time,
based upon a reasonable budget.

                     About Harper Brush Works

Fairfield, Iowa-based Harper Brush Works, Inc., filed a Chapter 11
petition (Bankr. S.D. Iowa) in Des Moines on May 29, 2012.
Family-owned Harper Brush -- http://www.harperbrush.com/--
provides more than 1,000 products, including pushbrooms, mops,
floor squeegees, automotive brushes, dust pans, and buckets.  The
Company disclosed assets of $10.4 million against debt totaling
$10 million, including $6 million owing to secured creditors.

Judge Anita L. Shodeen presides over the case.  Donald F. Neiman,
Esq., and Jeffrey D. Goetz, Esq., at Bradshaw, Fowler, Proctor &
Fairgrave, P.C., serve as bankruptcy counsel to the Debtor.  Marc
B. Ross serves as the Debtor's Chief Restructuring Officer.


HARPER BRUSH: Can Use Cash Through December
-------------------------------------------
The Gazette reports a bankruptcy judge has given Harper Brush
Works of Fairfield at least four more months to operate in
bankruptcy.

According to the report, UMB Bank of Kansas City, the largest
secured creditor of Harper Brush Works, had objected to the
company's plans to borrow money from another lender so it can
continue operations.  UMB has declined to loan additional funds to
Harper.  The lender also objected to the Company's plans to use
payments from customers and other "cash collateral" to fund
continuing operations.

The report says Bankruptcy Judge Anita Shodeen, however, allowed
Harper Brush Works to use operating cash coming into the company
until Dec. 14.  She said the deadline could be reconsidered under
several conditions.  They included financing agreements worked out
amicably between UMB Bank and Harper Brush Works.

The report notes the judge rejected Harper Brush Work's petition
to obtain DIP financing.  The company's financing terms had come
under fire from creditors as too costly.

The Company has filed motions seeking the judge's approval to hire
a financial adviser and an investment banker.  The investment
banker would help work out a possible sale of the business,
according to the report.

The report notes Fairfield Economic Development Association
Executive Director Tracy Vance is a member of the committee that
represents unsecured creditors in the bankruptcy case.

                     About Harper Brush Works

Fairfield, Iowa-based Harper Brush Works, Inc., filed a Chapter 11
petition (Bankr. S.D. Iowa) in Des Moines on May 29, 2012.
Family-owned Harper Brush -- http://www.harperbrush.com/--
provides more than 1,000 products, including pushbrooms, mops,
floor squeegees, automotive brushes, dust pans, and buckets.  The
Company disclosed assets of $10.4 million against debt totaling
$10 million, including $6 million owing to secured creditors.

Judge Anita L. Shodeen presides over the case.  Donald F. Neiman,
Esq., and Jeffrey D. Goetz, Esq., at Bradshaw, Fowler, Proctor &
Fairgrave, P.C., serve as bankruptcy counsel to the Debtor.  Marc
B. Ross serves as the Debtor's Chief Restructuring Officer.


HD SUPPLY: To Launch Track-On Offering of $200-Mil. Senior Notes
----------------------------------------------------------------
HD Supply, Inc., intends to commence a tack-on offering of an
additional $200 million aggregate principal amount of its 8 1/8%
Senior Secured First Priority Notes due 2019.  The Additional
Notes will be issued under the indenture pursuant to which HD
Supply previously issued $950 million aggregate principal amount
of 8 1/8% Senior Secured First Priority Notes due 2019, all of
which remains outstanding.  There can be no assurance that the
proposed offering of Additional Notes will be completed.

HD Supply intends to use the proceeds from the sale of the
Additional Notes for general corporate purposes and, pending that
allocation, the entire net proceeds will be applied to reduce
outstanding borrowings under its revolving ABL facility.

The Additional Notes will be offered in a private offering exempt
from the registration requirements of the United States Securities
Act of 1933, as amended.  The Additional Notes will be offered
only to qualified institutional buyers pursuant to Rule 144A under
the Securities Act.

The Additional Notes will not be and have not been registered
under the Securities Act and may not be offered or sold in the
United States absent registration or an applicable exemption from
the registration requirements.

                          About HD Supply

HD Supply, Inc., headquartered in Atlanta, Georgia, is one of the
largest North American wholesale distributors supporting
residential and non-residential construction and to a lesser
extent electrical consumption and repair and remodeling.  HDS also
provides maintenance, repair and operations services.  Its
businesses are organized around three segments: Infrastructure and
Energy; Maintenance, Repair & Improvement; and, Specialty
Construction.  HDS operates through approximately 800 locations
throughout the U.S. and Canada serving contractors, government
entities, maintenance professionals, home builders and
professional businesses.

The Company reported a net loss of $543 million for the year ended
Jan. 29, 2012, a net loss of $619 million for the year ended
Jan. 30, 2011, and a net loss of $514 million on $6.94 billion of
net sales for the year ended Jan. 31, 2010.

The Company's balance sheet at April 29, 2012, showed
$6.32 billion in total assets, $7.10 billion in total liabilities
and a $780 million total stockholders' deficit.

                           *     *     *

HD Supply carries 'Caa2' probability of default rating and
corporate family rating, with negative outlook, from Moody's
Investors Service, and a 'B' corporate credit rating, with
negative outlook, from Standard & Poor's Ratings Services.

In April 2010, when Moody's downgraded the ratings to
'Caa2' from 'Caa1', it said, "The downgrade results from Moody's
views that the construction industry, the main driver of HDS'
revenues, will continue to be weak for the foreseeable future,
pressuring the company's ability to generate meaningful levels of
earnings and free cash flow relative to its debt."


HRK HOLDINGS: Files Schedules of Assets and Liabilities
-------------------------------------------------------
HRK Holdings LLC filed with the Bankruptcy Court for the Middle
District of Florida its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $33,000,000
  B. Personal Property              $366,529
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $22,391,649
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $3,677,558
                                 -----------      -----------
        TOTAL                    $33,366,529      $26,069,208

A full text copy of the schedules of assets and liabilities is
available free at http://bankrupt.com/misc/HRK_HOLDINGS_sal.pdf

                        About HRK Holdings

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

HRK Holdings and its affiliate, HRK Industries, LLC, filed for
Chapter 11 protection (Bankr. M.D. Fla. Case Nos. 12-09868 and
12-09869) on June 27, 2012.  Judge K. Rodney May oversees the
case.  Barbara A. Hart, Esq., at Stichter, Riedel, Blain &
Prosser, P.A., represents the Debtors.  The petitions were signed
by William F. Harley, III, managing member.


HRK HOLDINGS: Proposes $125,000 DIP Financing From Arsenal
----------------------------------------------------------
HRK Holdings LLC and HRK Industries, LLC, ask the U.S. Bankruptcy
Court for authority to borrow $125,000 on a secured basis from
Arsenal Group, LLC.

Arsenal Group owns all of the membership interests in HRK
Industries and HRK Holdings.  Arsenal Group is also an unsecured
creditor of HRK Holdings.

The Debtors have on-going sales and operations and the Debtors
have filed a motion to use cash collateral.  The Debtors
anticipate that revenues during certain weeks will be insufficient
to pay debts during such weeks.  The Debtors have filed a motion
seeking to approve the sale of certain real property but need to
borrow funds to supplement cash flow until the sale closes.  The
DIP Lender has agreed to make funds available to the Debtors to
supplement cash flow and pay the following obligations set forth
on the Budget.

The DIP Loan will be in the maximum amount of $125,000 with
interest accruing at the rate of 9%.  Default interest will be 18%
per annum.  The Debtors shall pay an unused line fee of 3%.

The Debtors may repay the DIP Loan in whole or in part from excess
cash.

The termination date for the DIP Loan will be 150 days from the
date of the entry of the final DIP order, unless terminated
earlier pursuant to the occurrence of an event of default or
renewed at the option of the DIP Lender.

The Debtors' obligation to repay the DIP Lender under the terms of
the DIP Loan will be accorded a first lien on all unencumbered
assets and a junior lien on all assets encumbered by valid,
pre-petition liens.  The DIP Lender will not be granted a lien on
any claim or cause of action.

A preliminary hearing was scheduled July 12.

                        About HRK Holdings

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

HRK Holdings and its affiliate, HRK Industries, LLC, filed for
Chapter 11 protection (Bankr. M.D. Fla. Case Nos. 12-09868 and
12-09869) on June 27, 2012.  Judge K. Rodney May oversees the
case.  Barbara A. Hart, Esq., at Stichter, Riedel, Blain &
Prosser, P.A., represents the Debtors.  HRK Holdings estimated
both assets and debts of between $10 million and $50 million.  The
petitions were signed by William F. Harley, III, managing member.


INDIANAPOLIS DOWNS: CEO Objects to Racino's Confirmation Plan
-------------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that a group of creditors
led by Indianapolis Downs LLC's own chairman and CEO objected to
the confirmation of the company's proposed restructuring Tuesday,
claiming the plan being solicited by the bankrupt horse track and
casino contains multiple defects.

According to Bankruptcy Law360, Chairman and CEO Ross Mangano
filed the objection in Delaware bankruptcy court on behalf of
himself and several family trusts -- collectively known as the
Oliver parties -- that hold some $40 million of unsecured notes
issued by Indianapolis Downs.

                     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.


INFINITY CUSTOM: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Infinity Custom Estates II, LLC
        7700 Congress Avenue, #3112
        Boca Raton, FL 33487

Bankruptcy Case No.: 12-28196

Chapter 11 Petition Date: July 30, 2012

Court: U.S. Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman, Jr.

Debtor's Counsel: Steven E. Wallace, Esq.
                  THE WALLACE LAW GROUP, P.L.
                  1375 Gateway Boulevard
                  Boynton Beach, FL 33426
                  Tel: (561) 767-4413
                  E-mail: rerun34440@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 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/flsb12-28196.pdf

The petition was signed by Edward Suh, member.


INOVA TECHNOLOGY: Incurs $1.2 Million Net Loss in Fiscal 2012
-------------------------------------------------------------
Inova Technology, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss of $1.24 million on $21.20 million of revenue for the
year ended April 30, 2012, compared with a net loss of $3.35
million on $22.12 million of revenue during the prior year.

The Company's balance sheet at April 30, 2012, showed $8.67
million in total assets, $19.81 million in total liabilities and a
$11.14 million total stockholders' deficit.

MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended April 30, 2012.  The independent auditors noted that
Inova incurred losses from operations for the years ended
April 30, 2012, and 2011 and has a working capital deficit as of
April 30, 2012, which raise substantial doubt about Inova's
ability to continue as a going concern.

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

                        http://is.gd/azAPqJ

                       About Inova Technology

Based in Las Vegas, Nevada, Inova Technology, Inc. (OTC BB: INVA)
-- http://www.inovatechnology.com/-- through its subsidiaries,
provides information technology (IT) consulting services in the
United States.  It also manufactures radio frequency
identification (RFID) equipment; and provides computer network
solutions.  The company was formerly known as Edgetech Services
Inc. and changed its name to Inova Technology, Inc., in 2007.


IOWORLDMEDIA INC: Amends Terms & Designations of Preferred Stock
----------------------------------------------------------------
IOWorldMedia, Incorporated, and holders of the Company's Preferred
Stock both agreed to amend and restate in their entirety the terms
and designations of the Preferred Stock to read substantially as
follows:

   1. All or a portion of the Preferred Stock will be convertible
      at the option, in its sole and absolute discretion, of the
      Company into shares of the Company's common stock at $0.0606
      per share of Common Stock.

   2. The holder of the Preferred Stock will have the right to
      initiate a conversion thereof at any time at the Conversion
      Price, provided, however, that no such conversion would
      cause the number of shares of Common Stock issued and
      outstanding to exceed the figure that is 50,000,000 less
      than the authorized number of shares of Common Stock.  All
      prior conversion formulas are null and void.

   3. To the extent any shares of Preferred Stock remain issued
      and outstanding on the one-year anniversary of this letter
      agreement, the Preferred Stock will begin accruing interest
      at the rate of 5%.

The original terms provide that:

   1. Upon a Change of Control Event or an equity raise for the
      company, or its subsidiaries, of $20,000,000 or greater, and
      at the discretion of the New Control party or equity party
      either:

        a. Cash redemption with an 8% per annum accrued interest
           rate, or

        b. Stock conversion redemption with a 50% premium to the
           preceding 20 day average closing price of the Company's
           Common Stock prior to a Change of Control Event or
           equity infusion.

        c. Any combination of 1(a) or 1(b) above.

   2. Conversion rights into the Company's Common Stock after Two
      Years from issue with a 25% discount to the preceding 20 day
      average closing price of the Company's Common Stock.

                         About ioWorldMedia

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

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

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


HUGHES TELEMATICS: Communications Investors Owns 0% Equity Stake
----------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Communications Investors LLC and its
affiliates disclosed that, as of July 26, 2012, they do not
beneficially own any shares of common stock of HUGHES Telematics,
Inc.

Communications Investors previously reported beneficial ownership
of 53,814,291 common shares or a 51.1% equity stake as of Oct. 7,
2011.

On July 26, 2012, Verizon Telematics Inc., merged with and into
Hughes Telematics pursuant to the Agreement and Plan of Merger
dated June 1, 2012.  Upon the consummation of the Merger, all of
HUGHES Telematics' common stock owned of record by Communications
Investors LLC, PLASE HT, LLC, and Apollo Management V, L.P., that
were not currently in escrow were converted into the right to
receive $12.00 in cash per share.  The outstanding shares of the
Company's common stock that were held of record by Communications
Investors and PLASE, but were held in escrow as of July 26, 2012,
were canceled without any consideration being paid for those
shares.

A copy of the amended filing is available for free at:

                         http://is.gd/IppugL

                       About HUGHES Telematics

Atlanta, Ga.-based HUGHES Telematics, Inc. is a telematics
services company that provides a suite of real-time voice and data
communications services and applications for use in vehicles and
is developing additional applications for use within and outside
of the automotive industry.

HUGHES reported a net loss of $85.35 million in 2011, a net loss
of $89.56 million in 2010, and a net loss of $163.66 million in
2009.

The Company's balance sheet at March 31, 2012, showed
$110.18 million in total assets, $211.81 million in total
liabilities, and a $101.62 million total stockholders' deficit.

In its report on the Company's 2011 financial results,
PricewaterhouseCoopers LLP, in Atlanta, Georgia, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred recurring losses from operations and has a net
capital deficiency.


INOVA TECHNOLOGY: MaloneBailey LLP Raises Going Concern Doubt
-------------------------------------------------------------
Inova Technology, Inc., filed on July 30, 2012, its annual report
on Form 10-K for the fiscal year ended April 30, 2012.

MaloneBailey, LLP, in Houston, Texas, expressed substantial doubt
about Inova's ability to continue as a going concern.  The
independent auditors noted that Inova incurred losses from
operations for the years ended April 30, 2012, and 2011, and has a
working capital deficit as of April 30, 2012.

The Company reported a net loss of $1.25 million on $21.21 million
of revenues for fiscal 2012, compared with a net loss of
$3.35 million on $22.12 million of revenues for fiscal 2011.

The Company's balance sheet at April 30, 2012, showed
$8.67 million in total assets, $19.81 million in total
liabilities, and a stockholders' deficit of $11.14 million.

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

                       http://is.gd/azAPqJ

Las Vegas, Nev.-based Inova Technology, Inc., is a technology
holding company.  The Company operates in three segments and owns
100% of all subsidiaries: (1) providing information technology
(IT) solutions and services through its Edgetech Services
subsidiary, (2) providing radio frequency identification (RFID)
products through its Trakkers (Montana) and RightTag (California)
subsidiaries, and (3) providing network solutions through its
Desert Communications subsidiary (Texas).


INTERNATIONAL TEXTILE: Inks Debt Swap Agreement with WLR
--------------------------------------------------------
International Textile Group, Inc., entered into a Debt Exchange
Agreement with each of WLR Recovery Fund III, L.P., WLR Recovery
Fund IV, L.P., and WLR IV Parallel ESC, L.P.  Pursuant to the
Agreement, the Investors released the Company in full from the
Company's obligations to the Investors under approximately $112.5
million in Amended and Restated Unsecured Subordinated Promissory
Notes, and the Company cancelled, extinguished and discharged
those obligations, in exchange for the issuance to the Investors
of an aggregate of 112,469.2232 shares of a newly designated
series of preferred stock of the Company.  As a result of the
foregoing, the Company's total debt, as reported on its
consolidated balance sheet, has been reduced by approximately
$112.5 million as of July 24, 2012.

The Investors are each funds affiliated with Wilbur L. Ross, Jr.,
the chairman of the board of directors of the Company.  Affiliates
of Mr. Ross collectively owned approximately 88% of the Company's
total voting power on a fully diluted basis as of June 30, 2012.

The Board formed a special committee consisting of members of the
Board who are not affiliates of Wilbur L. Ross, Jr., the Investors
or of management of the Company, and the Special Committee, along
with its independent legal and financial advisors, negotiated and
approved the terms and conditions of the Agreement and the
Preferred Stock, and recommended that the Board approve and adopt
the Agreement, and approve the terms, issuance and sale of, the
Preferred Stock.

Morris James LLP acted as independent legal counsel to the Special
Committee, and Duff & Phelps acted as financial advisor to the
Special Committee.

A copy of the Debt Exchange Agreement is available at:

                        http://is.gd/EADrbV

                        Amendment to Bylaws

In connection with the issuance of the Preferred Stock, on
July 24, 2012, the Board adopted, and the Company filed with the
Secretary of State of the State of Delaware, a Certificate of
Designation of Series C Preferred Stock.  The Certificate of
Designation provides, among other terms, as follows:

   * each share of Preferred Stock has an initial liquidation
     preference of $1,000;

   * the Preferred Stock is not convertible;

   * the Preferred Stock, with respect to dividend rights and
     rights upon liquidation, winding up or dissolution, ranks (i)
     senior to the Company's Series A Convertible Preferred Stock,
     Series B Convertible Preferred Stock, common stock and all
     classes and series of stock which expressly provide they are
     junior to the Preferred Stock or which do not specify their
     rank; (ii) on parity with each other class or series of
     stock, the terms of which specifically provide they will rank
     on parity with the Preferred Stock; and (iii) junior to each
     other class or series of stock of the Company, the terms of
     which specifically provide they will rank senior to the
     Preferred Stock;

   * dividends on the Preferred Stock are cumulative and accrue
     and are payable quarterly, in arrears, at an annual rate of
     8.0%; and are payable in additional shares of Preferred
     Stock;

   * shares of Preferred Stock are redeemable at the option of the
     Company at any time upon notice to the holder thereof and
     payment of 100% of the Liquidation Value, plus accrued
     dividends; and

   * shares of Preferred Stock generally do not have any voting
     rights except as may be prescribed under the Delaware General
     Corporation Law; provided, however, that for so long as any
     shares of Preferred Stock are outstanding, certain
     fundamental corporate actions set forth in the Certificate of
     Designation may not be taken without the consent or approval
     of the holders of 66 2/3% of the outstanding Preferred Stock.

                    About International Textile

International Textile Group, Inc., is a global, diversified
textile manufacturer headquartered in Greensboro, North Carolina,
with current operations principally in the United States, China,
Mexico, and Vietnam.  ITG's long-term focus includes the
realization of the benefits of its global expansion, including
reaching full production at ITG facilities in China and Vietnam,
and continuing to seek other strategic growth opportunities.

The Company reported a net loss of $69.43 million in 2011,
compared with a net loss of $46.30 million in 2010.

The Company's balance sheet at March 31, 2012, showed $432.77
million in total assets, $630.60 million in total liabilities and
a $197.82 million total stockholders' deficit.


JABIL CIRCUIT: Moody's Rates New $500MM Sr. Unsecured Notes 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service affirmed Jabil Circuit, Inc.'s Ba1
ratings on the Corporate Family (CFR), Probability of Default
(PDR) and existing senior unsecured notes. Moody's also assigned a
Ba1 rating to the proposed $500 million senior unsecured notes due
2022. Net proceeds are expected to be used to repay borrowings
under the revolving credit facility and for general corporate
purposes. The rating outlook is stable.

Ratings Rationale

The affirmation of the Ba1 Corporate Family Rating (CFR) is
supported by Jabil's status as one of the two leading Tier-1
electronics manufacturing services (EMS) providers in North
America, with expanding core competencies and growing
differentiation across a broad mix of materials technologies,
higher complexity products and services. It also considers Jabil's
increasing revenue exposure to the Diversified Manufacturing
segment (comprised of instrumentation, industrial, healthcare,
specialized services and clean technology), which is a faster
growth and higher margin business with greater customer diversity
compared to the traditional EMS segments (i.e., Enterprise &
Infrastructure and High Velocity). The rating reflects Moody's
expectation that Jabil will continue to generate solid EBITDA (in
the range of at least $800 million to $1 billion) and gross cash
flow, and maintain prudent financial policies and a very good
liquidity position. Moody's expects leverage will remain near 2.5x
adjusted total debt to EBITDA. The Ba1 rating is constrained by
Jabil's history of large working capital swings, inconsistent free
cash flow generation and low (albeit improving) ROA. Jabil's
smaller scale relative to larger EMS players, limited demand
visibility, significant customer concentration, and high fixed
costs associated with its vertically integrated consumer
electronics operations are additional factors that weigh on the
rating. Lastly, the rating embeds the company's exposure to the
more volatile consumer segment and growing presence of other EMS
providers in the higher margin business segments that Jabil is
pursuing.

The Ba1 LGD-4, 63% rating was assigned to the unsecured notes
using Moody's Loss Given (LGD) Default Methodology. Moody's notes
that Jabil has significant international accounts payable balances
at the foreign subsidiaries, which are deemed structurally senior
to the general unsecured debt at the parent company. As such,
Moody's LGD model indicates a Ba2 rating for the unsecured notes,
but Moody's applies a one notch override to Ba1 to be equal to the
CFR, given the company's strong credit profile, leading position
in the EMS sector and healthy cash balances. Should Jabil's credit
profile deteriorate or the proportion of unsupported/unguaranteed
parent debt relative to the international trade payables changes,
the rating of the unsecured notes may be notched down from the
CFR.

Jabil's SGL-1 rating reflects its very good liquidity position.
This is supported by Moody's expectation of balance sheet cash of
at least $500 million (cash was $742 million as of May 2012) and
continued improvement in free cash flow consistency due to better
working capital management. As manufacturing efficiencies improve
combined with reduced working capital and incrementally higher
gross cash flows from new programs, Moody's expects free cash flow
of at least $300 million over the next twelve months. Jabil has
historically exhibited several quarters of negative free cash flow
due to working capital usage associated with inventory-build for
new customer programs ramping simultaneously when manufacturing
volumes and yields are typically lower. Liquidity is also
supported by Jabil's access to a $1.3 billion committed unsecured
revolver maturing March 2017 and Moody's expectation that Jabil
will remain covenant compliant over the next twelve months.

The stable rating outlook reflects Moody's expectation that Jabil
will continue to maintain steady customer relationships and
demonstrate measured operating performance improvement and solid
cash flow generation as a result of good execution on customer
penetration and new program wins in higher margin segments. Though
Moody's expects the business environment to remain soft in the
coming quarters, Moody's anticipates that Jabil will benefit from
continued exposure to higher mix, lower volume programs.

Ratings could be upgraded upon evidence of improved consistency in
free cash flow generation and continued improvement in working
capital management resulting in reduced free cash flow volatility.
Ratings could also be considered for an upgrade to the extent
Jabil continued to exhibit strong execution of expanding its low-
volume/high mix higher margin strategy into non-traditional EMS
end markets such as instrumentation, industrial, healthcare and
specialized services. In addition, an upgrade could be considered
to the extent operating margins were maintained in the 3% to 5%
range (Moody's adjusted) and adjusted total debt to EBITDA is
sustained below 2.5x.

Ratings could be downgraded if Jabil experiences: (i) material
customer/program losses without offsetting increases in new
customer wins/program ramps; (ii) a sustained decline in core
operating margins below 1.5% (Moody's adjusted); (iii) sustained
reduction in retained cash flow to debt below 20% (Moody's
adjusted); (iv) consistently negative free cash flow; and/or (v) a
sustained increase in adjusted total debt to EBITDA above 3.5x.

  Rating Assigned:

   $500 Million Senior Unsecured Notes due 2022 -- Ba1
   (LGD-4, 63%)

  Ratings Affirmed:

   Corporate Family Rating -- Ba1

   Probability of Default Rating - Ba1

   $312 Million 7.750% Senior Unsecured Notes due July 2016 -
   Ba1, LGD assessment revised to (LGD-4, 63%)

   $400 Million 8.250% Senior Unsecured Global Notes due March
   2018 - Ba1, LGD assessment revised to (LGD-4, 63%)

   $400 Million 5.625% Senior Unsecured Notes due 2020 -- Ba1,
   LGD assessment revised to (LGD-4, 63%)

   Speculative Grade Liquidity Rating - SGL-1

The assigned rating is subject to review of final documentation
and no material change in the terms and conditions of the
transaction as advised to Moody's. Jabil intends to use the debt
offering proceeds to repay borrowings under the revolving credit
facility and for general corporate purposes.

Moody's subscribers can find additional information in the Jabil
Credit Opinion published on www.moodys.com.

The last rating action was on October 28, 2010 when Moody's
assigned a Ba1 rating to Jabil's $400 Million 5.625% Senior Notes
due 2020.

The principal methodologies used in rating Jabil were Global
Distribution and Supply Chain Services 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.

With headquarters in St. Petersburg, Florida, Jabil Circuit, Inc.
is an electronic product solutions company providing comprehensive
electronics design, manufacturing and product management services
to global electronics and technology companies in the networking,
telecommunications, computing and storage, industrial,
instrumentation, consumer electronics, automotive, clean
technology and healthcare industries.


JABIL CIRCUIT: S&P Rates Senior Unsecured Notes Due 2022 'BB+'
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' senior
unsecured rating and '3' recovery rating to St. Petersburg, Fla.-
based Jabil Circuit Inc.'s senior unsecured notes due 2022. "The
'3' recovery rating indicates our expectation for a meaningful
(50%-70%) recovery of principal in the event of payment default.
The company intends to use proceeds of the new notes to repay
outstanding revolver balances and for general corporate purposes,"
S&P said.

"Standard & Poor's 'BB+' corporate credit rating and positive
outlook on Jabil remain unchanged and reflect the company's
diversified end markets, consistent profitability despite
difficult market conditions, increasing market share, and stable
financial profile. We expect the company to continue to pursue its
moderate financial policies by maintaining leverage that is low
for the rating, modest dividends, and annual share repurchases at
or below discretionary cash flows. The company's financial risk
profile is 'intermediate' and the business risk profile is
'fair,'" S&P said.

"Jabil has the capacity within its rating category to absorb the
modest amount of incremental debt, given adequate cash flows and
liquidity," S&P said.

Ratings List

Jabil Circuit Inc.
Corporate Credit Rating                BB+/Positive/--

New Ratings

Jabil Circuit Inc.
Senior Unsecured Notes Due 2022        BB+
   Recovery Rating                      3


JENBELLA PROPERTIES: Case Summary & 2 Unsecured Creditors
---------------------------------------------------------
Debtor: Jenbella Properties, LLC
        115 Timberlachen Circle, Suite 2001
        Lake Mary, FL 32746

Bankruptcy Case No.: 12-10338

Chapter 11 Petition Date: July 30, 2012

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

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

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 with the petition is available for free at:
http://bankrupt.com/misc/flmb12-10338.pdf

The petition was signed by Frank Cerasoli, managing member.

Affiliates that simultaneously filed for Chapter 11:

        Debtor                           Case No.
        ------                           --------
Michael Lindsey Properties, LLC          12-10339
Carousel Properties, Inc.                12-10340


LEGENDS GAMING: Returns to Ch. 11 to Sell DiamondJack's for $125MM
------------------------------------------------------------------
Gaming facilities located in Bossier City, Louisiana, and
Vicksburg, Mississippi, operating under the DiamondJack's trade
name are again undergoing the Chapter 11 process.

Owners of the gaming facilities Legends Gaming LLC, and five
related entities, including Louisiana Riverboat Gaming
Partnership, filed Chapter 11 petitions (Bankr. W.D. La. Case No.
12-12013) in Shreveport, Indiana, on July 31, 2012, to sell the
business for $125 million to Global Gaming Solutions LLC, absent
higher and better offers.

Legends Gaming acquired the business from Isle of Capri Casinos
Inc., in 2006 for $240 million.  After breaching covenant with
lenders, the Debtors in March 2008 sought Chapter 11 protection,
jointly administered under Louisiana Gaming Partnership (Case No.
08-10824).  The Debtors emerged from bankruptcy in September 2009
and retained ownership and operation of two "DiamondJacks" hotels
and casinos in Bossier City and Vicksburg.  The Plan restructured
$162.1 million owed to the first lien lenders and $75 million owed
to secured lien lenders, which would be paid in full, with
interest, over time.

The Debtors' properties comprise 60,000 square feet of gaming
space with 1,913 slot machines, 48 table games and 693 hotel
rooms.  Revenues in fiscal 2011 were $99.8 million in Louisiana
and $39.7 million in Mississippi.

As of July 31, 2012, first lien lenders are owed $181.2 million
and second lien lenders are owed $114.7 million.

Attorneys at Heller, Draper, Hayden Patrick & Horn serve as
counsel to the Debtors.  Sea Port Group Securities, LLC is the
financial advisor.  Kurtzman Carson Consultants LLC as is the
claims and notice agent.  The Debtors have tapped Jenner & Block
LLP as special counsel.

                        $125 Million Sale

The Debtors say that the projections in the 2009 Plan were not
realized and the revenues cannot support repayment of the debt.
The Debtors' financial condition deteriorated in 2010 and 2011,
and the Debtors ultimately failed to make interest payment to the
first lien lenders at the end of 2011.

The Debtors began exploring a strategic transaction in late 2010.
In early 2011 it was approached by Global Gaming Solutions, LLC,
operator of 13 casinos and gaming centers in Oklahoma.

Due to competitive pressures, and lack of resources, the Debtors
have determined that a sale of substantially all assets would
maximize the value of their enterprise.  To establish a value
benchmark for other interested bidders, the Debtors have selected
Global Gaming as stalking horse bidder.

Global Gaming has signed an asset purchase agreement dated
July 25, 2012, to acquire the assets for the aggregate purchase
price of $125 million plus the assumption of certain liabilities
including trade payables and consumer liabilities.

Under the purchase agreement, the consideration to be provided by
Global Gaming will be in the forms of cash and "take back" debt.
First lien lenders will receive $61.5 million in new first lien
debt, and $36.0 million of new second lien debt, from Global.  The
remainder of the purchase price will be paid in cash at the
closing.

Given the structure of the sale transaction and in order to comply
with applicable Louisiana Gaming regulations, the sale will be
implemented pursuant to a joint plan for liquidation for the
Debtors.

                          Competing Offers

The bidding procedures proposed by the Debtors will provide the
opportunity to achieve higher and better offer for the assets.  In
the event the Debtors pursue an alternative transaction, they have
agreed to pay Global a break-up fee of $3,750,000 and expense
reimbursement of up to $500,000.

The bidding procedures allow the first lien lenders and second
lien lenders to submit credit bids at the auction.

The Debtors have proposed this timeline:

  * Potential bidders have until Sept. 7, 2012 to submit a
    preliminary letter of intent;

  * Potential bids will have until Sept. 24 to submit definitive
    bid materials, with each bid subject to an initial overbid
    requirement of $4.5 million.

  * If the Debtors receive qualified bids, an auction will be
    conducted at the offices of Jenner & Block in New York on
    Oct. 15, 2012.


LEVEL 3: Fitch Rates $1.415-Bil. Secured Credit Facility 'BB'
-------------------------------------------------------------
Fitch Ratings has assigned a 'BB/RR1' rating to Level 3 Financing,
Inc.'s proposed $1.415 billion senior secured credit facility.
The facility is expected to include a minimum of $300 million
tranche maturing in February 2016 and up to a $1.1 billion tranche
maturing during August 2019.

Level 3 Financing is a wholly owned subsidiary of Level 3
Communications, Inc. (LVLT).  The Issuer Default Rating (IDR) for
both LVLT and Level 3 Financing is 'B' with a Positive Rating
Outlook.  The terms of the new credit facility are expected to be
substantially similar to the existing term loan B II ($650 million
outstanding, 2018 maturity) and the term loan B III ($550 million
outstanding, 2018 maturity).  Proceeds of the new term loan are
expected to be used to refinance the company's outstanding $1.4
billion term loan A, which is scheduled to mature during 2014.
LVLT had approximately $8.5 billion of debt outstanding on June
30, 2012.

The new credit facilities addresses the refinancing risk
associated with the company's $1.4 billion of scheduled maturities
during 2014.  Outside of the extension of the company's maturity
profile and improved liquidity, LVLT's credit profile has not
substantially changed.

Fitch believes that LVLT's liquidity position is adequate given
the rating and is primarily supported by cash carried on its
balance sheet, which as of June 30, 2012 totaled approximately
$733 million (pro forma for LVLT's issuance of its 8.875% senior
notes due 2019 cash balance is $1.026 billion).  The company does
not maintain a revolver and relies on capital market access to
replenish cash reserves, which when combined with the lack of
positive free cash flow generation limits the company's financial
flexibility in Fitch's opinion.  LVLT does not have any
significant maturities scheduled during 2012 and Fitch believes
LVLT's pro forma cash position is sufficient to address 2013
maturities which total approximately $172 million while funding
anticipated free cash flow deficits during 2012.  Considering the
successful execution of the proposed credit facilities, LVLT's
next scheduled maturity is not until 2015 when approximately $775
million of debt is scheduled to mature.

LVLT's ratings recognize, in part, the de-leveraging of the
company's balance sheet resulting from its acquisition of Global
Crossing Limited (GLBC).  Pro forma for the acquisition and LVLT's
senior note issuance, LVLT's leverage declines to 6.4 times (x)
for the latest 12 month (LTM) period ended June 30, 2012, compared
with the company's actual leverage of 6.8x as of June 30, 2012,
and 8.1x as of Dec. 31, 2011.  Moreover, based on the company's
ability to realize anticipated operating cost synergies, the GLBC
acquisition positions LVLT to further improve its credit profile
and generate consistent levels of free cash flow.  The acquisition
accelerates LVLT's progress in achieving its target leverage ratio
of 3.0x to 5.0x.

The Positive Rating Outlook reflects Fitch's belief that LVLT's
credit profile will strengthen as the company achieves the cost
synergies associated with the GLBC acquisition.  Fitch anticipates
that LVLT's credit protection metrics during 2012 will remain
relatively consistent with year-end 2011 metrics as integration
costs will largely offset positive operating momentum.  Fitch
expects LVLT's leverage as of year-end 2012 (on a pro forma basis)
will dip below 6.2x.  Fitch expects to observe the strengthening
of LVLT's credit metrics during 2013 as cost synergies begin to
take effect.

Positive rating actions will likely occur as the company
demonstrates that it is successfully integrating GLBC without
material disruption to its operations.  Equal consideration will
be given to the company's ability to attain cost synergies while
maintaining positive operational momentum.  Evidence of positive
operating momentum includes stable to expanding gross margins and
revenue growth within the company Core Network Services segment.
Fitch would expect LVLT to be generating consistent positive free
cash flow and reduce leverage to 5.5x before taking a positive
rating action.

A stabilization of the Rating Outlook at the current rating level
would coincide with LVLT experiencing difficulty or delay in fully
integrating GLBC and achieving anticipated cost synergies.  A
weakening of LVLT's operating profile, as signaled by
deteriorating margins and revenue erosion brought on by difficult
economic conditions or competitive pressure will likely lead to
negative rating action.

Overall, Fitch's ratings incorporate LVLT's highly levered balance
sheet, its weaker competitive position and lack of scale relative
to larger and better capitalized market participants.  The ratings
for LVLT reflect the company's strong metropolitan network
facilities position relative to alternative carriers, as well as
the diversity of its customer base and service offering, and a
relatively stable pricing environment for a significant portion of
LVLT's service portfolio.

Based largely on LVLT's strategy to invest in metropolitan
facilities and carry more communications traffic on its network,
the company derives strong operating leverage from its cost
structure and network, enabling it to enhance margins and rapidly
increase cash flows once revenue growth returns.  Additionally,
Fitch expects that the company can further strengthen its
operating leverage as it continues to migrate its revenue mix to
more margin rich data services and away from lower margin voice
services.

What Could Trigger a Rating Action

  -- Consolidated leverage reduces to 5.5x or lower;
  -- Consistent generation of positive free cash flow;
  -- Successful integration of GLBC without material disruption to
     its operations.

A STABILIZATION OF THE RATING OUTLOOK WOULD OCCUR

  -- Difficulty or delay in fully integrating GLBC and achieving
     anticipated cost synergies;
  -- Weakening of LVLT's operating profile, as signaled by
     deteriorating margins and revenue erosion brought on by
     difficult economic conditions or competitive pressure.


LEVITT AND SONS: Court Enforces Plan Injunction
-----------------------------------------------
Bankruptcy Judge Raymond B. Ray granted the request of Woodbridge
Holdings, LLC, to enforce the third party release and injunction
provided under the confirmed Joint Chapter 11 Plan for Levitt and
Sons, LLC, and its affiliated debtors.  The court's ruling bars
Ami Haley and Nancy Wells from further prosecuting their
negligence claim against Woodbridge, the direct parent of LAS and
the ultimate parent of all LAS Debtors, before the Circuit Court
of the Ninth Judicial Circuit in and for Orange County, Florida
under Case No: 07-ca-7830(37).  A copy of the Court's July 30,
2012 Order is available at http://is.gd/Dbtz09from Leagle.com.

                        About Levitt & Sons

Headquartered in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on November 9, 2007 (Bankr. S.D. Fla.
Lead Case No. 07-19845).  Judge Raymond B. Ray presides over the
case.  Paul Singerman, Esq. and Jordi Guso, Esq., at Berger
Singerman, P.A., represented the Debtors in their bankruptcy
cases.  The Debtors chose AP Services, LLC as their crisis
managers, and Kurtzman Carson Consultants, LLC as their claims and
noticing agent.  Levitt Corp., the parent company, was not
included in the bankruptcy filing.

The Court confirmed Levitt & Sons' liquidating Chapter 11 plan on
Feb. 20, 2009.


LOCATION BASED TECH: Launches New Commercial Business Solutions
---------------------------------------------------------------
Location Based Technologies, Inc., launched its new Business
Solutions system.  LBT's new system delivers flexible business
solutions that drive operational efficiencies and money savings.
New Web and App based functionality, with management, monitoring
and reporting capability, delivers a sophisticated yet easy-to-use
customer interface minimizing training cost and time and maximizes
asset management capabilities.

Approximately 60 existing business customers have been migrated
from LBT's more consumer oriented PocketFinder Web site, including
two new customers: Minnesota's Cambria USA (provider of top
quality quartz countertops) with its 100+ Prius powered fleet, and
Century Shower Door serving California, Arizona and Nevada.

Adam Slutske, owner of Century Shower Door, stated, "I have used a
leading GPS solution for the past 9 years and switched to Location
Based Tech because I could achieve all of the same savings and
benefits as I had with the other solution but at a much better
price.  LBT's devices were easy to install, had no external
antenna, and we are very pleased with the performance.  I
especially like the app as I am often traveling and it keeps me
connected to my multi-state team."

"Cambria was looking for a GPS solution for its corporate fleet
and Location Based Technologies fit the bill," said Peter Martin
Cambria's Executive Vice President.  "LBT's devices are compact,
easy to install, and its monitoring systems provided Cambria all
the data and flexibility it needed in managing a complex logistics
system."

"Soon after our retail launch we began hearing from business
owners who were using our personal location devices and wanted the
same high quality, easy-to-use interface and services for their
fleets and equipment," said Dave Morse, CEO of Location Based
Technologies.  "With today's new Business Solutions system they
will enjoy an asset tracking solution that is the best value and
easiest to use solution we have found.  Our awesome team of
developers has delivered once again," Morse adds.

LBT's A-GPS Vehicle and Asset Tracking System have a best-in-class
end user interface, accessed via a web browser, mobile web
browser, or smartphone app for the highly mobile executive on the
go.  Its GPS Mapping Application pinpoints the location of the
device along with vital decision making information that is
transmitted wirelessly to the Business Solutions platform in near
real time.  Users can customize the map application by
establishing and flexibly applying zones through easy to use Zone
Banks that will automatically send established alerts.  Alerts are
sent via email, SMS text and push notification.

                       About Location Based

Irvine, Calif.-based Location Based Technologies, Inc., designs,
develops, and sells leading-edge personal locator devices and
services.

The Company's balance sheet at May 31, 2012, showed $7.64 million
in total assets, $5.44 million in total liabilities, $499,387 of
commitments and contingencies, and stockholders' equity of $1.70
million.

"The Company has incurred net losses since inception, and as of
May 31, 2012, had an accumulated deficit of $42,125,209.  These
conditions raise substantial doubt as to the Company's ability to
continue as a going concern," the Company said in its quarterly
report for the period ended May 31, 2012.

As reported in the TCR on Dec. 2, 2011, Comiskey & Company, in
Denver Colorado, expressed substantial doubt about the Company'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 incurred recurring losses
since inception and has an accumulated deficit in excess of
$37,000,000.  "There is no established sales history for the
Company's products, which are new to the marketplace."


LONGTERM LODGING: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Longterm Lodging, Inc.
          dba Abaco Rehabilitation and Nursing Facility
              WeCare Health Facility
        721 S. Souder Avenue
        Columbus, OH 43223-2302

Bankruptcy Case No.: 12-56505

Chapter 11 Petition Date: July 30, 2012

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

Judge: C. Kathryn Preston

Debtor's Counsel: Tim J. Robinson, Esq.
                  DINSMORE & SHOHL LLP
                  1900 Chemed Center
                  255 E. Fifth Street
                  Cincinnati, OH 45202
                  Tel: (513) 977-8261
                  E-mail: trobinson@dinsmore.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/ohsb12-56505.pdf

The petition was signed by Mary K. Rhinehart, president/CEO.


LSP ENERGY: Texas County May Lose $4.4MM If SMEPA Wins Auction
--------------------------------------------------------------
The Associated Press reports that Panola County, Texas, could lose
as much as $4.4 million in future property taxes if South
Mississippi Electric Power Association succeeds in its bid for LSP
Energy.  According to the AP, county officials tell The Panolian
that if SMEPA succeeds the assets of LSP will come off future
years' tax rolls.

SMEPA serves as stalking horse bidder to purchase all assets of
LSP Energy for $249 million.  The deal is subject to higher and
better offers at an auction scheduled for Aug. 13.

Several parties in interest have objected to the SMEPA deal,
including Quantum Utility Generation LLC, which is seen as a rival
bidder, according to Bankruptcy Law360.  Quantum has complained
the SMEPA deal had been obtained through extensive negotiations
that ignored the bankruptcy court-approved bidding procedures.

Carla Main, substituting for Bloomberg News bankruptcy columnist
Bill Rochelle, reported that a group known as TPF II also objected
to a provision in the SMEPA deal that requires the Debtor to pay a
$7.5 million fee in the event the Debtor closes a sale with
another buyer.  The group said the Court's order "prohibited
bidders from receiving break-up fees or other stalking horse
benefits."  They also noted they have conducted due diligence and
negotiations with the Debtor before and since the bankruptcy
filing, and were "ready to submit a qualified bid" and intended to
participate in the auction.

                         About LSP Energy

LSP Energy Limited Partnership, LSP Energy, Inc., LSP Batesville
Holding, LLC, and LSP Batesville Funding Corporation filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case
No. 12-10460) on Feb. 10, 2012.

LSP owns and operates an electric generation facility located in
Batesville, Mississippi.  The Facility consists of three gas-fired
combined cycle electric generators with a total generating
capacity of roughly 837 megawatts and is electrically
interconnected into the Entergy and Tennessee Valley Authority
transmission systems.  LSP's principal assets are the Facility and
the 58-acre parcel of real property on which it is located, as
well as its rights under a tolling agreements.

LSP filed bankruptcy to complete an orderly sale of its assets or
the ownership interests of LSP Holding in LSP, LSP Energy and LSP
Funding for the benefit of all stakeholders.  The remaining three
Debtors filed bankruptcy due to their relationship as affiliates
of LSP and their ultimate obligations on a significant portion of
LSP's secured bond debt.  The Debtors also suffered losses due to
a mechanical failure of a combustion turbine at their facility and
resultant business interruption.

LSP Energy is the general partner of LSP.  LSP Holding is the
limited partner of LSP and the 100% equity holder of LSP Energy
and LSP Funding.  LSP Funding is a co-obligor on the Debtors' bond
debt, and each of LSP Energy and LSP Holding has pledged their
equity interests in LSP and LSP Funding as collateral for the bond
debt.

No statutorily authorized creditors' committee has yet been
appointed in the Debtors' cases by the United States Trustee.

Judge Mary F. Walrath oversees the case.  Lawyers at Whiteford
Taylor & Preston LLC serve as the Debtors' counsel.


MALDEN BROOK: Judge Converts Case to Chapter 7 Proceeding
---------------------------------------------------------
Bankruptcy Judge Melvin S. Hoffman converted the Chapter 11 case
of Malden Brook Farms LLC to Chapter 7 at the behest of the
Chapter 11 Trustee, who argued that the Debtor has no business to
reorganize and that the Debtor's principals have hindered and
interfered with the trustee's performance of its duties.  A copy
of the Court's July 20 Order is available at http://is.gd/bpydIY
from Leagle.com.

West Boylston, Massachusetts-based Malden Brook Farms LLC filed
for bankruptcy (Bankr. D. Mass. Case No. 10-42617) on May 24,
2010.  Judge Melvin S. Hoffman presides over the case.  Roy W.
Pastor, Esq., at Lorden, Pastor & Lilly, P.C., serves as
bankruptcy counsel.  The Debtor estimated assets and debts
between $1 million and $10 million.


MAMTEK U.S.: Assets From Missouri Sweetener Plant Set for Auction
-----------------------------------------------------------------
The Associated Press reported July 27 that assets at Mamtek U.S.
Inc.'s facility, which was supposed to have brought more than 600
jobs to central Missouri, will be auctioned off this Fall, said
the trustee for bondholders of the failed artificial sweetener
facility after it couldn't find a buyer for the plant.

According to the AP, UMB Bank officials said in a public notice
they spent at least four months searching for a buyer and
contacted about 100 potential buyers.  The bank said it never
received any offers for the assets.

                           About Mamtek

Mamtek U.S. Inc. was a company that had planned to open a
sucralose plant in Moberly Missouri.  The project was to be owned
by the city but operated by Mamtek.  In order to finance the
Project, including construction of the manufacturing facility,
Mamtek relied heavily on state tax incentives and bonds issued by
the City.  Additional funding was supported by bonds issued by the
Industrial Development Authority of the City, which issued three
series of bonds totaling $39 million.  Mamtek missed bond payments
starting August 2011 and the construction was halted.

UMB Bank, as trustee for $39 million bonds, and four other
creditors of Mamtek, filed involuntary bankruptcy petition for
Mametk (Bankr. W.D. Mo. Case No. 11-22092).  The court, located in
Kansas City, granted UMB's request to appoint Bruce Strauss as
Mamtek's Chapter 7 bankruptcy trustee.

Mamtek U.S. is a unit of Mamtek International, a company based in
HongKong which purportedly operated a manufacturing facility
producing sucralose, branded "SweetO," in the Fujian Province of
China.


MARATHON OIL: Moody's Issues Summary Credit Opinion
---------------------------------------------------
Moody's Investors Service issued a summary credit opinion on
Marathon Oil Corporation (MRO) and includes certain regulatory
disclosures regarding its ratings. The release does not constitute
any change in Moody's ratings or rating rationale for MRO and its
affiliates.

Moody's current ratings for MRO and its affiliates are:

Marathon Oil Corporation

Senior Unsecured (domestic currency) Rating of Baa2

Senior Unsecured MTN (domestic currency) Rating of (P)Baa2

Senior Unsec. Shelf (domestic currency) Rating of (P)Baa2

Subordinate Shelf (domestic currency) Rating of (P)Baa3

Junior Subord. Shelf (domestic currency) Rating of (P)Baa3

Pref. Shelf (domestic currency) Rating of (P)Ba1

Commercial Paper (domestic currency) Rating of P-2

Marathon Global Funding Corporation

BACKED Senior Unsec. Shelf (domestic currency) Rating of (P)Baa2

Marathon Financing Trust I

BACKED Pref. Shelf (domestic currency) Rating of (P)Baa1

Marathon Financing Trust II

BACKED Pref. Shelf (domestic currency) Rating of (P)Baa1

Ratings Rationale

Marathon Oil's Baa2 long-term and Prime-2 commercial paper ratings
reflect its position as a mid-sized independent exploration and
production company with a diversified reserves and production
base, following the recent spin-off of its downstream business.
MRO benefits post-spin from a reduced financial leverage profile
that is more appropriate and in line with its peers, given the
commodity price and reinvestment risks inherent to the E&P
industry. In addition, higher oil prices and the oil orientation
of MRO's reserves and production are supporting stronger cash
flows and liquidity. These will facilitate MRO's pending
acquisition of Hilcorp, a producer in the Eagle Ford shale, as
well as support large future capital requirements required for its
U.S. unconventional reserves, oil sands, and deepwater projects,
among key growth areas. Moody's believes the company is committed
to managing dividends and capital spending to maintain financial
leverage consistent with its investment grade rating and peer
group.

The rating outlook is stable, reflecting largely internally
funding of rising capital spending and the company's commitment to
capital discipline and maintaining a solid balance sheet. The
rating could be upgraded as a result of sustained success in
diversifying and growing its reserve and production profile,
attaining and maintaining competitive costs, and executing and
funding its forward capital program without material leverage
increases. MRO's ratings could be downgraded if its aggressive
production target falls short or high capital spending were to
increase financial leverage.

The principal methodology used in rating MRO was the Independent
Exploration and Production Industry Methodology published in
December 2011.


MARSH HAWK: Prudential to Pay $232K Under Confirmed Plan
--------------------------------------------------------
Judge Frank J. Santoro approved the reconciliation of Patrick E.
Corbin -- the Plan Trustee of Marsh Hawk Golf Club, LLC, and
Ford's Colony Country Club, Inc. -- and Prudential Industrial
Properties, LLC.

The confirmed Second Amended Chapter 11 Plans of Reorganization in
the Debtors' case require a determination of the "cash on hand" as
of May 3, 2011.  The Plan Trustee and Prudential have determined
that the proper amount of Cash on Hand for purposes of the Plans
is $232,870.69.  Prior to paying any funds to the Plan Trustee,
Prudential has requested that (i) the reconciliation of Cash on
Hand be approved by the Court; and (ii) Prudential be granted a
release of any further obligations in relation to the calculation
of Cash on Hand.

Judge Santoro ruled that Prudential will pay to the Plan Trustee
$232,870.69, which represents all amounts due and owing from
Prudential on account of the Cash on Hand calculation contained in
the Plans.  Upon payment of the amount, Prudential is released and
forever discharged from its obligation to pay any amounts
determined to constitute Cash on Hand under the Plans.

                    About Marsh Hawk Golf Club

Marsh Hawk Golf Club, LLC, and Ford's Colony Country Club, own and
operate a country club in Williamsburg, Virginia.  The Club
features a 54-hole private golf course, restaurants, meeting
rooms, banquet halls and numerous recreational facilities.  The
Companies filed for Chapter 11 bankruptcy protection (Bankr. E.D.
Va. Lead Case No. 10-50632) on April 1, 2010.  Marsh Hawk
disclosed $26,915,398 in assets and $18,259,162 in liabilities as
of the Chapter 11 filing.


MCCLATCHY CO: Reports $26.9 Million Net Income in Second Quarter
----------------------------------------------------------------
The McClatchy Company reported net income of $26.86 million on
$299.29 million of net revenues for the three months ended
June 24, 2012, compared with net income of $4.94 million on
$314.25 million of net revenues for the three months ended
June 26, 2011.

The Company reported net income of $24.77 million on $587.59
million of net revenues for the six months ended June 24, 2012,
compared with net income of $2.98 million on $617.98 million of
net revenues for the six months ended June 26, 2011.

Commenting on McClatchy's second quarter results, Pat Talamantes,
McClatchy's president and CEO, said, "Advertising revenues were
down 5.7% in the second quarter.  Despite economic headwinds, we
were encouraged to see sequential improvement in advertising
trends in the second quarter compared to the first quarter of 2012
when ad revenues were down 6.8%.  Not only did we experience
calendar switches for certain holidays, but we continue to see the
trend of advertisers consolidating their marketing budgets around
specific holidays.  This was evident in the second quarter around
the Easter, Mother's Day and Fourth of July holidays, with the
impact clearly evident in the revenue results in each month.
Advertising revenues were down 8.2% in April, 0.5% in May and 7.9%
in June.

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

                       http://is.gd/hpnm6W

                   About The McClatchy Company

Sacramento, Calif.-based The McClatchy Company  (NYSE: MNI)
-- http://www.mcclatchy.com/-- is the third largest newspaper
company in the United States, publishing 30 daily newspapers, 43
non-dailies, and direct marketing and direct mail operations.
McClatchy also operates leading local websites in each of its
markets which extend its audience reach.  The websites offer users
comprehensive news and information, advertising, e-commerce and
other services.  Together with its newspapers and direct marketing
products, these interactive operations make McClatchy the leading
local media company in each of its premium high growth markets.
McClatchy-owned newspapers include The Miami Herald, The
Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City
Star, The Charlotte Observer, and The News & Observer (Raleigh).

The Company's balance sheet at March 25, 2012, showed
$2.91 billion in total assets, $2.74 billion in total liabilities
and $173.68 million in stockholders' equity.

                           *     *     *

McClatchy carries a 'Caa1' corporate family rating from Moody's
Investors Service.  In May 2011, Moody's changed the rating
outlook from stable to positive following the company's
announcement that it closed on the sale of land in Miami for
$236 million.  The outlook change reflects Moody's expectation
that McClatchy will utilize the net proceeds to reduce debt,
including its underfunded pension position, which will reduce
leverage by approximately half a turn and lower required
contributions to the pension plan over the next few years.


METOKOTE CORP: Moody's Withdraws Ratings After Loan Repayment
-------------------------------------------------------------
Moody's Investors Service has withdrawn all assigned ratings to
MetoKote Corporation. The company has repaid in full its senior
term loan and revolver that Moody's rated, warranting the rating
withdrawal. MetoKote has put in place a new credit facility which
provides for borrowings under a revolver and a term loan facility
maturing in 2017. Since Moody's does not rate any of the company's
existing debt, the assigned Corporate Family Rating and
Probability of Default Rating are withdrawn as well.

MetoKote Corporation provides outsourced industrial coating
services to manufacturers in North America, Europe, and Brazil.
The company offers solutions both within a customer facility or at
one of the company's regional facilities. End markets served
include automotive, heavy truck, agriculture, construction, metal
furniture, appliances, and consumer products.

Ratings Rationale

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

As reported by the Troubled Company Reporter on Dec. 2, 2011,
Moody's Investors Service upgraded MetoKote Corporation's
Corporate Family Rating to B3 from Caa2, and its Probability of
Default Rating to Caa1 from Caa2.


MF GLOBAL: Corzine Tie Didn't Compel Gensler Recusal, Review Says
-----------------------------------------------------------------
Michael Bathon at Bloomberg News reports that an internal analysis
by the Commodity Futures Trading Commission's lawyers found that
Gary Gensler, chairman of the Commodity Futures Trading Commission
and Jon S. Corzine, the former chairman and chief executive
officer of failed brokerage MF Global Holdings Ltd., didn't have a
close relationship.

According to the report, the agency's review of Mr. Gensler's
links to Mr. Corzine and other MF Global executives culminated in
a 15-page "confidential memorandum" dated Dec. 13.  The lawyers,
who interviewed only Mr. Gensler, concluded that the chairman's
Nov. 8 decision to recuse himself from the agency's probe of MF
Global wasn't necessary.

"From a legal and ethical perspective, Chairman Gensler's
participation in commission matters involving MFGI would not be
improper," Dan M. Berkovitz, general counsel and ethics officer,
and John P. Dolan, counsel and alternate ethics official,
concluded in the memo.

The CFTC, alongside the Securities and Exchange Commission and
Justice Department, has spent nine months investigating the
collapse of MF Global and a resulting $1.6 billion gap in customer
funds.

                          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 was 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.

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.


MICHAEL LINDSEY: Case Summary & 4 Unsecured Creditors
-----------------------------------------------------
Debtor: Michael Lindsey Properties, LLC
        115 Timberlachen Circle, #2001
        Lake Mary, FL 32746

Bankruptcy Case No.: 12-10339

Chapter 11 Petition Date: July 30, 2012

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

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

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 with the petition is available for free at:
http://bankrupt.com/misc/flmb12-10339.pdf

The petition was signed by Frank Cerasoli, authorized agent.

Affiliates that simultaneously filed for Chapter 11:

        Debtor                           Case No.
        ------                           --------
Jenbella Properties, LLC                 12-10338
Carousel Properties, Inc.                12-10340


MOHEGAN TRIBAL: Files Statistical Report for Mohegan Sun
--------------------------------------------------------
The Mohegan Tribal Gaming Authority posted on its Web site its
Table Games Statistical Report for Mohegan Sun at Pocono Downs
containing statistics relating to gross table games revenues,
table games tax and weighted average number of table games.  The
Table Games 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 Table Games
Statistical Report is available at http://is.gd/rpLzFM

                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.


MONTROSE APARTMENTS: Case Summary and Unsecured Creditor
--------------------------------------------------------
Debtor: Montrose Apartments, Inc.
        4014 N. Wilson Drive
        Milwaukee, WI 53211

Bankruptcy Case No.: 12-31435

Chapter 11 Petition Date: July 31, 2012

Court: United States Bankruptcy Court
       Eastern District of Wisconsin (Milwaukee)

Judge: Pamela Pepper

Debtor's Counsel: Jonathan V. Goodman, Esq.
                  LAW OFFICES OF JONATHAN V. GOODMAN
                  788 North Jefferson Street, Suite 707
                  Milwaukee, WI 53202-3739
                  Tel: (414) 276-6760
                  Fax: (414) 287-1199
                  E-mail: jgoodman@ameritech.net

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

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

The Company's list of 20 largest unsecured creditors has only one
entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Waste Management          Waste Disposal         $1,200
of WI-MN
W132 N10487 Grant Drive
Germantown WI 53022-4445

The petition was signed by Arthur L. Post, president.


MORGAN'S FOODS: JCP Investment Discloses 15.4% Equity Stake
-----------------------------------------------------------
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 26, 2012, they beneficially
own 451,496 shares of common stock of Morgan's Foods, Inc.,
representing 15.4% of the shares outstanding.

JCP Investment previously reported beneficial ownership of 414,380
common shares or a 14.1% equity stake as of July 12, 2012.

A copy of the amended filing is available for free at:

                       http://is.gd/1MvsxM

                        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.


MPG OFFICE: Eight Directors Elected at Annual Meeting
-----------------------------------------------------
The 2012 Annual Meeting of Stockholders of MPG Office Trust, Inc.,
was held on July 27, 2012, at which six nominees were elected to
serve on the Board of Directors until the 2013 Annual Meeting of
Stockholders and until their respective successors are duly
elected and qualify, namely: (1) Christine N. Garvey; (2) Michael
J. Gillfillan; (3) Joseph P. Sullivan; (4) George A. Vandeman;
(5) Paul M. Watson; and (6) David L. Weinstein.

In addition, the stockholders:

   -- approved the adoption, on an advisory basis, of a
      resolution approving the compensation of certain
      executives; and

   -- ratified the selection of KPMG LLP as the Company's
      independent registered public accounting firm for the fiscal
      year ending Dec. 31, 2012.

The holders of the Company's 7.625% Series A Cumulative Redeemable
Preferred Stock elected Robert M. Deutschman and Edward J.
Ratinoff to the Board to serve a one-year term and until their
respective successors are duly elected and qualify.

                      About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- is the largest owner and operator of
Class A office properties in the Los Angeles central business
district and is primarily focused on owning and operating high-
quality office properties in the Southern California market.  MPG
Office Trust is a full-service real estate company with
substantial in-house expertise and resources in property
management, marketing, leasing, acquisitions, development and
financing.

The Company has been focused on reducing debt, eliminating
repayment and debt service guarantees, extending debt maturities
and disposing of properties with negative cash flow.  The first
phase of the Company's restructuring efforts is substantially
complete and resulted in the resolution of 18 assets, relieving
the Company of approximately $2.0 billion of debt obligations and
potential guaranties of approximately $150 million.

The Company reported net income of $98.22 million in 2011,
compared with a net loss of $197.93 million in 2010.

The Company's balance sheet at June 30, 2012, showed $2.06 billion
in total assets, $2.88 billion in total liabilities, and a
$827.88 million total deficit.


MPG OFFICE: Caspian Holds 4.9% of Series A Preferred Shares
-----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Caspian Capital LP and its affiliates
disclosed that, as of July 26, 2012, they beneficially own
485,207 shares of 7.625% Series A Cumulative Redeemable Preferred
Stock, Par Value $.01 per share, of MPG Office Trust, Inc.,
representing 4.9% of the shares outstanding.

Caspian previously reported beneficial ownership of 898,047
preferred shares or 9.2% of the shares outstanding as of May 14,
2012.

A copy of the amended filing is available for free at:

                        http://is.gd/uQ608L

                      About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- is the largest owner and operator of
Class A office properties in the Los Angeles central business
district and is primarily focused on owning and operating high-
quality office properties in the Southern California market.  MPG
Office Trust is a full-service real estate company with
substantial in-house expertise and resources in property
management, marketing, leasing, acquisitions, development and
financing.

The Company has been focused on reducing debt, eliminating
repayment and debt service guarantees, extending debt maturities
and disposing of properties with negative cash flow.  The first
phase of the Company's restructuring efforts is substantially
complete and resulted in the resolution of 18 assets, relieving
the Company of approximately $2.0 billion of debt obligations and
potential guaranties of approximately $150 million.

The Company reported net income of $98.22 million in 2011,
compared with a net loss of $197.93 million in 2010.

The Company's balance sheet at June 30, 2012, showed $2.06 billion
in total assets, $2.88 billion in total liabilities, and a
$827.88 million total deficit.


MSC SOFTWARE: Moody's Withdraws 'B2' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service has withdrawn the ratings for MSC
Software Corporation. The previously rated debt was not issued by
the company.

The following ratings have been withdrawn.

Corporate Family Rating, B2

Probability of Default Rating, B3

$20 million senior secured revolver due 2016, B2 (LGD 3, 31%)

$215 million senior secured term loan due 2017, B2 (LGD 3, 31%)

Ratings Rationale

The principal methodology used in rating MSC Software Corporation
was the Global Business Software Industry Rating Methodology
published in May 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.


MSR RESORT: Judge Hands Down Mixed Rulings in MSR-Hilton Row
------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Sean Lane handed down a mixed ruling Tuesday in a dispute
between bankrupt MSR Resort Golf Course LLC and a Hilton Worldwide
Inc. unit over the cancellation of property management agreements,
with Hilton losing at least $151.5 million in sought damages.

Judge Lane's decision featured victories for both parties, whose
damages estimations in two post-trial briefs differed by more than
$288 million, according to the report.

                         About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owns a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11
bankruptcy by the Paulson and Winthrop joint venture affiliates.
MSR Resort Golf Course LLC and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan
on Feb. 1, 2011.  The resorts subject to the filings are Grand
Wailea Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta
Resort and Club and PGA West, Doral Golf Resort and Spa, and
Claremont Resort and Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.  In its
schedules, debtor MSR Resort disclosed $59,399,666 in total assets
and $1,013,213,968 in total liabilities.

The resorts have agreement with lenders allowing the companies to
remain in Chapter 11 at least until September 2012.

The Official Committee of Unsecured Creditors is represented by
Martin G. Bunin, Esq., and Craig E. Freeman, Esq., at Alston &
Bird LLP, in New York.


NELSON EDUCATION: Moody's Lowers Corp. Family Rating to 'Caa1'
--------------------------------------------------------------
Moody's Investors Service downgraded Nelson Education Ltd.'s
corporate family and probability of default ratings to Caa1 from
B3 and changed the ratings outlook to negative from stable. As
part of the same rating action, the company's senior secured
credit facility was downgraded to B2 from B1 while the rating for
the company's second lien notes was downgraded to Caa3 from Caa2.

The rating and outlook actions were prompted by expectations that
recently observed weak financial performance will continue for the
foreseeable future and, with leverage creeping up as EBITDA
gradually declines, the repayment or refinance of the company's
debts will be more difficult than was already the case. As well,
refinance prospects are also likely to be adversely affected by
the impact of higher all-in interest rates since they will consume
free cash flow at the expense of debt amortization capacity.
Lastly, as it is unlikely that Nelson will be able to repay or
refinance the entirety of its debt load prior to maturity, there
is the potential of debt being restructured as the maturity dates
of term debts approach (and, in certain circumstances, such
activities may be deemed to be equivalent to a default).

The following summarizes the rating action along with Nelson's
ratings:

Issuer: Nelson Education Ltd.

    Corporate Family Rating, Downgraded to Caa1 from B3

    Probability of Default Rating, Downgraded to Caa1 from B3

    Outlook, Changed to Negative from Stable

    Senior Secured Bank Credit Facility, Downgraded to B2 (LGD3,
    32%) from B1 (LGD3, 31%)

    Senior Second Secured Regular Bond/Debenture, Downgraded to
    Caa3 (LGD5, 83%) from Caa2 (LGD5, 84%)

Ratings Rationale

Nelson's Caa1 corporate family rating (CFR) reflects Moody's view
that the company's debt load is not sustainable. Weakening
financial results that have caused leverage of debt-to-EBITDA to
increase over the recent past (to 8.9x at March 31, 2012 from 8.0x
at the end of fiscal 2008, inclusive of Moody's adjustments),
limited prospects for EBITDA growth, and uncertain debt market
appetite, suggest that a portion of the company's debts are not
refinanceable prior to their stated maturities. In turn, there is
the potential of a negotiated debt restructuring (that may be
deemed to be equivalent to a default, i.e. a distressed exchange)
if refinance activities stall. The company's solid position as one
of the three leading digital and print publishers of educational
texts in the Canadian higher education and K-through-12 markets,
together with solid relationships with educational institutions,
provincial education ministries and various content providers, are
positive considerations that support the rating. As well, despite
difficult circumstances, the company's ability to be free cash
flow positive also supports the rating.

Rating Outlook

The negative outlook reflects the potential of further ratings
migration as the maturity dates of term debts approach.

What Could Change the Rating - Up

Positive outlook or ratings actions are not expected until Nelson
completes the refinance of its term debts at a reasonable all-in
cost. If that were to occur, good operating execution that leads
to revenue and earnings growth, consistent free cash flow
generation and debt reduction, or debt repayment from asset sales
or an equity offering could lead to an upgrade if leverage is
reduced.

What Could Change the Rating - Down

Over the near term, it is likely that liquidity and refinance-
related matters will signal or precipitate downwards rating
activities. In this regard, Moody's would consider Nelson's
ratings for downgrade if the company's safety cushion of unused
liquidity was eroded, likely owing to minimal or negative free
cash flow generation. As well, as the maturity dates of term debts
approaches, the potential of distressed exchange activity
increases.

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

Corporate Profile:

Headquartered in Toronto, Ontario, Canada, Nelson Education Ltd.
(Nelson) is a privately owned leading provider of publishing
services for the Canadian educational market. Nelson publishes
college and K-through-12 textbooks and reference materials, and
supplements its print publications with digital solutions. The
company was acquired by funds managed by Apax Partners and OMERS
Capital Partners in a leveraged buy-out from Thomson Reuters
Corporation in July 2007.


NEOMEDIA TECHNOLOGIES: Sells $450,000 Debenture to YA Global
------------------------------------------------------------
NeoMedia Technologies, Inc., on July 20, 2012, entered into an
agreement to issue and sell a secured convertible debenture to YA
Global Investments, L.P., in the principal amount of $450,000.
The closing of the transaction was held on July 23, 2012.  In
addition to the Debenture, the Company also issued a warrant to YA
Global to purchase 1,000,000 shares of the Company's common stock,
par value $0.001 per share, for an exercise price of $0.15 per
share.

The Debenture will mature on Aug. 1, 2013, and will accrue
interest at a rate equal to 9.5% per annum and that interest will
be paid on the Maturity Date in cash or, provided that certain
Equity Conditions are satisfied, in shares of Common Stock at the
applicable Conversion Price.  At any time, the Buyer will be
entitled to convert any portion of the outstanding and unpaid
principal and accrued interest thereon into fully paid and non-
assessable shares of Common Stock at a price equal to the lesser
of $0.10 and 95% of the lowest volume weighted average price of
the Common Stock during the 60 trading days immediately preceding
each conversion date.

The Debenture is secured by certain pledges made with respect to
the assets of the Company and its subsidiaries as set forth in the
Twentieth Ratification Agreement dated July 20, 2012, and that
certain Security Agreement and Patent Security Agreement both
dated July 29, 2008, by and among the Company, each of the
Company's subsidiaries made a party thereto, and the Buyer.

In connection with the Agreement, the Company also entered into
those certain Irrevocable Transfer Agent Instructions with the
Buyer, an escrow agent and World Wide Stock Transfer, LLC, the
Company's transfer agent.

                    About NeoMedia Technologies

Atlanta, Ga.-based NeoMedia Technologies, Inc., provides mobile
barcode scanning solutions.  The Company's technology allows
mobile devices with cameras to read 1D and 2D barcodes and provide
"one click" access to mobile content.

After auditing the 2011 results, Kingery & Crouse, P.A, in Tampa,
FL, expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
ongoing requirements for additional capital investment.

The Company reported a net loss of $849,000 in 2011, compared
with net income of $35.09 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$7.88 million in total assets, $236.06 million in total
liabilities, all current, $4.84 million series C convertible
preferred stock, $989,000 series D preferred stock, and a
$234 million total shareholders' deficit.


NESBITT PORTLAND: Eight Embassy Hotels Seek Chapter 11
------------------------------------------------------
Windsor Capital Group Inc. CEO Patrick M. Nesbitt sent hotel-
companies to Chapter 11 bankruptcy to stop a receiver named by
U.S. Bank National Association from taking over eight Embassy
Suites hotels.

Nesbitt Portland Property, LLC, and seven affiliates filed bare-
bones Chapter 11 petitions (Bankr. C.D. Calif. Lead Case No.
12-12883) on July 31, in Santa Barbara, California.  Nesbitt
Portland estimated assets of up to $50 million and liabilities of
less than $500 million.

According to http://www.wcghotels.com/Santa Monica-based Windsor
Capital owns and/or operates 23 branded hotels in 11 states across
the U.S.  Windsor Capital is the largest private owner and
operator of Embassy Suites hotels.

Documents from Justia.com say that in May, U.S. Bank successfully
obtained a district court ruling appointing a receiver of eight
hotels in six states that were pledged by the Debtors as
collateral for loans.

In April 2012, Windsor received letters from the licensor with
regard to each of the Hotels, explaining that each of the Hotels
was in default of the license agreement "as a result of its
failure to comply with required Embassy Suites brand and product
quality standards."  Windsor needed $4.4 million to pay for the
improvements necessary to avoid the imminent loss of the Embassy
Suites franchise.  However, U.S. Bank declined to provide
additional financing to the Debtors, which are already in arrears
to their loan obligations.

In the case U.S. Bank vs. Nesbitt Bellevue Property LLC, et al.
(S.D.N.Y. 12 Civ. 423), U.S. Bank obtained approval from the
district judge in June to name Alan Tantleff --
alan.tantleff@fticonsulting.com -- of FTI Consulting, Inc., as
receiver for:

* Embassy Suites Colorado Springs in Colorado;
* Embassy Suites Denver Southeast in Colorado;
* Embassy Suites Cincinnati - Northeast in Blue Ash, Ohio;
* Embassy Suites Portland - Washington Square in Tigard, Oregon;
* Embassy Suites Detroit - Livornia/Novi in Michigan;
* Embassy Suites El Paso in Texas;
* Embassy Suites Seattle - North/Lynwood in Washington; and
* Embassy Suites Seattle - Bellevue in Washington

The receiver obtained district court permission to engage Crescent
Hotels and Resorts LLC to manage the eight hotels.

But before Mr. Adam could take physical possession of the
properties and take control of the Hotels, the eight borrowers
filed chapter 11 petitions, Nicole Madison of FTI confirmed to the
Troubled Company Reporter.

The Debtors are represented in the Chapter 11 case by attorneys at
Susi & Gura.  Attorneys at Kilpatrick Townsend & Stockton LLP
represented the Debtors in the receivership case.

According to the bankruptcy case docket, the schedules of assets
and liabilities and the statements of financial affairs are due
Aug. 14, 2012.


NET TALK.COM: Issues 1.5 Million Common Shares to Rate Technology
-----------------------------------------------------------------
Net Talk.com, Inc., approved and issued a total of 1,500,000
shares of common stock to Rate Technology, Inc., pursuant the
Company's 2011 and 2012 Stock Option Plan.

On July 25, 2012, Nettalk.com created, adopted and implemented its
2012 Stock Option Plan.  The purpose of the Plan is to advance the
interest of the Company's shareholders by enhancing the Company's
ability to attract, retain and motivate its employees who make
important contributions by providing those employees with equity
ownership opportunities and performance - based incentives.

The maximum aggregate number of common stock shares of the 2012
Stock Option Plan that may be issued under the plan is 5,000,000
common stock shares.

                        About Net Talk.com

Based in Miami, Fla., Net Talk.com, Inc., is a telephone company,
that provides, sells and supplies commercial and residential
telecommunication services, including services utilizing voice
over internet protocol technology, session initiation protocol
technology, wireless fidelity technology, wireless maximum
technology, marine satellite services technology and other similar
type technologies.

The Company reported a net loss of $26.17 million $2.72 million of
revenue for the year ended Sept. 30, 2011, compared with a net
loss of $6.30 million on $737,498 of revenue during the prior
year.

The Company's balance sheet at March 31, 2012, showed
$6.64 million in total assets, $12.46 million in total
liabilities, $9.19 million in redeemable preferred stock, and a
$15 million total stockholders' deficit.


NEW LEAF BRANDS: EisnerAmper Raises Going Concern Doubt
-------------------------------------------------------
New Leaf Brands, Inc., filed its annual report on Form 10-K for
the fiscal year ended Dec. 31, 2011.

EisnerAmper LLP, in New York City, expressed substantial doubt
about New Leaf's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses from operations, has a working capital deficiency, was not
in compliance with certain financial covenants related to debt
agreements, and has a significant amount of debt maturing in 2012.

The Company reported a net loss of $6.68 million on $2.27 million
of net sales for 2011, compared with a net loss of $9.13 million
on $4.26 million of net sales for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.59 million
in total assets, $5.52 million in total liabilities, and a
shareholders' deficit of $3.93 million.

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

                       http://is.gd/3o74El

Old Tappan, N.J.-based New Leaf Brands, Inc., is a diversified
beverage holding company acquiring brands, distributors and
manufacturers within the beverage industry.


NOVADEL PHARMA: Effectively Insolvent, May Seek Bankruptcy
----------------------------------------------------------
NovaDel Pharma Inc. reported unaudited financial results for the
six months ended June 30, 2012.

As previously reported, if the Company cannot secure financing or
a strategic partner, the Company may file for bankruptcy.  The
Company, at the end of March 2012, deregistered its common stock
and exited the Securities and Exchange Commission reporting
system.

The Company recorded a loss of $24,000 or $(0.00) per share for
the six months ended June 30, 2012, compared to a net loss of
$7,597,000 or $(0.07) per share in the six months ended June 30,
2011.

During the six months of 2012, the Company earned royalties from
the license of NitroMist(R) and Zolpimist(TM) in the amount of
$293,000.  The Company also received $200,000 from the sale of
NitroMist rights outside the US, Canada and Mexico.  Also included
in revenue is the recognition of previously received payments
under various license agreements.

Expenses for the six months ended June 30, 2012, were $1,019,000
as compared to $2,417,000 for the six months ended June 30, 2011,
and include amounts to maintain and expand our intellectual
property base as well as an expense accrual under a severance
agreement with a former officer of the Company.  The Company
continues to closely manage its expenses as well as actively
negotiate with its creditors to reduce its outstanding debts.

As of June 30, 2012, the Company has approximately $38,000 in cash
and cash equivalents.

The current liabilities of the Company, at June 30, 2012, of
$3,104,000 include fees due to the FDA approximating $1,500,000.
The imposition of these fees is an impediment to our ability to
raise capital to continue to develop our product opportunities or
find a strategic partner.  The Company has filed an appeal with
the FDA for relief of the fees currently imposed and future fees
relating to our licensed and marketed products.  There is no
assurance that our request will be granted nor are we certain as
to the time frame for a response to our request of the FDA.

The remaining liabilities at June 30, 2012, of $5,253,000 reflect
deferred revenue to be recognized over the term of various license
agreements.

The Company is effectively insolvent and is actively engaged in
seeking capital or a strategic relationship.  To date this effort
has not been successful.

A copy of the statement is available for free at:
http://is.gd/AHlAID

                     About Novadel Pharma

NovaDel Pharma Inc. -- http://www.novadel.com/-- is a specialty
pharmaceutical company that develops oral spray formulations of
marketed pharmaceutical products.  The Company's patented oral
spray drug delivery technology seeks to improve the efficacy,
safety, patient compliance, and patient convenience for a broad
range of prescription pharmaceuticals.


NUVILEX INC: Delays Form 10-K for Fiscal 2012
---------------------------------------------
Nuvilex, Inc., was unable to file its annual report on Form 10-K
for the year ended April 30, 2012, within the prescribed time
period because the Company did not complete all of assessments of
the status of the Company to enable the auditors to complete the
review on time because of the large number of simultaneously
ongoing Company activities.

                         About Nuvilex Inc.

Silver Spring, Md.-based Nuvilex, Inc., Nuvilex, Inc. operates
independently and through wholly-owned subsidiaries.  The Company
is dedicated to bringing to market scientifically derived products
designed to improve the health and well-being of those who use
them.  The Company's current strategy is to focus on developing
and marketing products in the biotechnology arena it believes have
potential for long-term corporate growth.

The Company's balance sheet at Jan. 31, 2012, showed $1.86 million
in total assets, $3.53 million in total liabilities, $580,000 in
commitments and contingencies and a $2.24 million total
stockholders' deficit.

M&K CPAS, PLLC, in Houston, Texas, expressed substantial doubt
about Nuvilex's ability to continue as a going concern, following
the Company's results for the fiscal year ended April 30, 2011.
The independent auditors noted that the Company has suffered
recurring losses from operations.


OAKFIELD STONE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Oakfield Stone Company, Inc.
        P.O. Box 1656
        Fond Du Lac, WI 54936-1656

Bankruptcy Case No.: 12-31341

Chapter 11 Petition Date: July 30, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Wisconsin (Milwaukee)

Judge: Pamela Pepper

Debtor's Counsel: Paul G. Swanson, Esq.
                  STEINHILBER, SWANSON, MARES, MARONE & MCDERMOTT
                  107 Church Avenue
                  P.O. Box 617
                  Oshkosh, WI 54903-0617
                  Tel: (920) 426-0456
                  E-mail: pswanson@oshkoshlawyers.com

Scheduled Assets: $8,416,459

Scheduled Liabilities: $3,613,423

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/wieb12-31341.pdf

The petition was signed by Bruce W. Rademann, president.


OPTIMUMBANK HOLDINGS: Incurs $800,000 Net Loss in 2nd Quarter
-------------------------------------------------------------
OptimumBank Holdings, Inc., reported a net loss for the second
quarter ended June 30, 2012, of approximately $800,000 as compared
to a net loss for the same period last year of approximately $2
million.  The 2012 second quarter loss increased from the previous
quarter's loss of $600,000 million primarily due to a $154,000
provision for loan losses recorded in the June 2012 quarter as
compared to a $27,000 provision recorded in the March 2012
quarter.

Chairman Moishe Gubin said, "We are still experiencing some
weakness in real estate valuations, but overall we believe the
real estate market in Florida has stabilized and local values are
rising."

The net loss for the six months ended June 30, 2012, was
approximately $1.4 million, as compared to a net loss for the same
period last year of approximately $3.1 million.  The $1.7 million
reduction in losses for the comparative six month periods was
primarily due to a significant reduction in the provision for loan
losses in 2012 as compared to 2011.

Chairman Gubin said, "Operating losses appear to be stabilizing as
we continue to focus our efforts on cost containment and income
generation."

The Company's capital ratios exceeded its regulatory capital
requirements at June 30, 2012, with a tier one leverage capital
ratio of 8.63% and a total risk-based capital ratio of was 13.18%.
The Company expects to raise additional capital during the
September 2012 quarter with an additional $2.7 million investment
from Chairman Gubin, subject to regulatory approval, and
approximately $2.0 million from other investors.   Chairman Gubin
said, "I believe the Company has a great future and I am here to
support it."

The Company recently upgraded its internet business banking
systems and offers a wide array of lending and retail banking
products to individuals and businesses in Broward, Miami-Dade and
Palm Beach Counties through its executive offices and three branch
offices in Broward County, Florida.

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

                        http://is.gd/C9dlan

                     About OptimumBank Holdings

Fort Lauderdale, Fla.-based OptimumBank Holdings, Inc. is a
is a one-bank holding company and owns 100% of OptimumBank, a
state (Florida)-chartered commercial bank.  The Bank offers a
variety of community banking services to individual and corporate
customers through its three banking offices located in Broward
County, Florida.  The Bank's wholly-owned subsidiaries are OB Real
Estate Management, LLC, OB Real Estate Holdings, LLC, OB Real
Estate Holdings 1503, LLC, and OB Real Estate Holdings 1695, LLC,
all of which were formed in 2009.  OB Real Estate Management, LLC,
is primarily engaged in managing foreclosed real estate.  OB Real
Estate Holdings, LLC, OB Real Estate Holdings 1503, LLC, and OB
Real Estate Holdings 1695, LLC, hold and dispose of foreclosed
real estate.

The Company reported a net loss of $3.74 million in 2011, compared
with a net loss of $8.45 million in 2010.

The Company's balance sheet at March 31, 2012, showed $152.93
million in total assets, $144.76 million in total liabilities and
$8.17 million in total stockholders' equity.

                   Regulatory Enforcement Actions

On April 16, 2010, the Bank consented to the issuance of a Consent
Order by the Federal Deposit Insurance Corporation and the State
of Florida Office of Financial.  The Consent Order covers areas of
the Bank's operations that warrant improvement and imposes various
requirements and restrictions designed to address these areas,
including the requirement to maintain certain minimum capital
ratios.  Management believes that the Bank is currently in
substantial compliance with all the requirements of the Consent
Order except for the following requirements:

   * Scheduled reductions by Oct. 31, 2011, and April 30, 2012, of
     60% and 75%, respectively, of loans classified as substandard
     and doubtful in the 2009 FDIC Examination;

   * Retention of a qualified chief executive officer and chief
     lending officer; and

   * Development of a plan to reduce Bank's concentration in
     commercial real estate loans acceptable to the supervisory
     authorities.

The Bank has implemented comprehensive policies and plans to
address all of the requirements of the Consent Order and has
incorporated recommendations from the FDIC and OFR into these
policies and plans.


OZZIR PROPERTIES: Case Summary & 13 Unsecured Creditors
-------------------------------------------------------
Debtor: Ozzir Properties, LLC
        P.O. Box 1496
        Plaistow, NH 03865

Bankruptcy Case No.: 12-12415

Chapter 11 Petition Date: July 30, 2012

Court: U.S. Bankruptcy Court
       District of New Hampshire (Manchester)

Judge: J. Michael Deasy

Debtor's Counsel: Joel Jay Rogge, Esq.
                  LAW OFFICE OF JOEL JAY ROGGE
                  84 County Road
                  Ipswich, MA 01938-2356
                  Tel: (978) 356-7040
                  Fax: (978) 356-3678
                  E-mail: jjrogge@comcast.net

Scheduled Assets: $217,647

Scheduled Liabilities: $1,725,578

A copy of the Company's list of its 13 unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nhb12-12415.pdf

The petition was signed by Vincent R. Rizzo, manager.


PACIFIC RIM MINING: Posts US$1.8-Mil. Net Loss in Fiscal 2012
-------------------------------------------------------------
On July 27, 2012, Pacific Rim Mining Corp. reported its financial
and operating results for the twelve months ended April 30, 2012.

For the fiscal year ended April 30, 2012, Pacific Rim recorded a
loss of US$1.8 million, compared to a loss of US$3.8 million for
the fiscal year ended April 30, 2011.

The decrease in net loss for fiscal 2012 compared to fiscal 2011,
despite increased exploration and general and administrative
expenses, is primarily related to substantially increased
unrealized gains on the Company's derivative liability in fiscal
2012 compared to fiscal 2011, as well as a decrease in costs
related to the Arbitration year over year.

The Company's general and administrative costs are expected to
remain stable during fiscal 2013.  Expenditures related to
PacRim's Arbitration claim are expected to increase substantially
as the case proceeds through the final phase.  The Company has
currently accumulated a liability of approximately US$1.4 million
related to the Arbitration and is currently discussing vendor-
specific alternative financing opportunities aimed at reducing
this accounts payable position.

Although the Company believes it has sufficient cash and short
term investments to fund its immediate general and administrative
and legal obligations, additional working capital (likely through
equity financing) will be required to fund ongoing general and
administrative costs.  Additionally, the costs associated with the
final phase of the Arbitration action are expected to be high.
The Company is currently exploring various alternative financing
opportunities to fund the legal costs associated with the
Arbitration while minimizing dilution to its current share
structure. In this regard the Company has received encouraging
feedback from potential sources of non-equity financing.

                          Balance Sheet

The Company's balance sheet at April 30, 2012, show US$6,942,000
in total assets, US$1,846,000 in total liabilities, and
shareholders' equity of US$5,096,000.

                     Going Concern Assumption

According to the regulatory filing, there are events and
conditions that raise substantial doubt about the Company's
ability to continue as a going concern.

"During the year ended April 30, 2012, the Company had a loss of
US$1,834,000 and as at April 30, 2012, has an accumulated deficit
of US$89,815,000 and a working capital deficiency of US$236,000.
The Company will require additional funding to maintain its
ongoing exploration programs and property commitments, for
administrative purposes and for the arbitration and legal costs
related to the case under the El Salvador's Foreign Investment Law
etween the Company and the Government of El Salvador, which is
being administered by the Centre for Settlement of Investment
Disputes ("ICSID").  The legal and arbitration costs for the case
are substantial."

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

                     http://is.gd/Ee0Qdk

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

                     http://is.gd/vlLPiO

A copy of the Consolidated Financial Statements for the fiscal
year ended April 30, 2012, is available for free at:

                     http://is.gd/JuEyoF

Based in Vancouver, British Columbia, Canada, Pacific Rim Mining
Corp. is an exploration company whose business plans and
management talent focus on high grade, environmentally clean gold
deposits in the Americas.  Pacific Rim's most advanced asset is
the vein-hosted El Dorado gold project in El Salvador, where the
Company also owns several grassroots gold projects.  The Company
holds a joint venture option on the Hog Ranch epithermal gold
project in Nevada and is actively pursuing additional exploration
opportunities elsewhere in the Americas.

The El Dorado gold project in El Salvador was the focus of
virtually all of the Company's exploration work between 2002 and
2008, when efforts to advance its El Salvador projects, including
El Dorado, ceased as a result of the Government of El Salvador's
("GOES") passive refusal to issue a decision on the Company's
application for environmental and mining permits for the El Dorado
project.

The El Dorado project is now the subject of an arbitration claim
(the "Arbitration") being heard at the International Center for
the Settlement of Investment Disputes ("ICSID") in Washington, DC.
Initiated in 2009 by the Company's subsidiary and owner of the El
Dorado project, PacRim, the Arbitration claim was originally
filed, under the Dominican Republic-United States-Central America
Free Trade Agreement ("CAFTA") and the Investment Law of El
Salvador (the "Investment Law").  The Arbitration was recently
given permission by ICSID to proceed, under the Investment Law, to
its final phase wherein the merits of the claim will finally be
addressed.


PBJT935927 2008: Case Summary & 4 Unsecured Creditors
-----------------------------------------------------
Debtor: PBJT935927 2008 Investments LLC
        7621 Reynolds Circle
        Huntington Beach, CA 92647

Bankruptcy Case No.: 12-10462

Chapter 11 Petition Date: July 30, 2012

Court: U.S. Bankruptcy Court
       Southern District of California (San Diego)

Judge: Margaret M. Mann

Debtor's Counsel: J. John Oh, Esq.
                  KIM KANG & OH APC
                  625 The City Drive, Suite 105
                  Orange, CA 92868
                  Tel: (714) 703-1100
                  E-mail: john@kimkangoh.com

Scheduled Assets: $3,208,000

Scheduled Liabilities: $3,205,600

A copy of the Company's list of its four unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/casb12-10462.pdf

The petition was signed by Dave Thomas, managing member.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Puente Holdings, LLC                  12-08084            06/04/12


PEREGRINE FIN'L: Trustee to Set Foreign-Exchange Claims Procedures
------------------------------------------------------------------
Michael Bathon, substituting for Bloomberg bankruptcy columnist
Bill Rochelle, reports that Peregrine Financial Group Inc. asked a
judge to approve the setting of procedures for fixing customers'
claims related to termination of foreign-exchange contracts, after
a court hearing set for Aug. 9.  A 343-page filing in U.S.
Bankruptcy Court in Chicago lists customers with addresses from
the Middle East to Europe and Asia.  Details of the proposal also
can be found on the trustee's Web site, according to the filing.

                     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.


PHARMOS CORP: Incurs $382,878 Net Loss in Second Quarter
--------------------------------------------------------
Pharmos Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $382,878 for the three months ended June 30, 2012, compared
with a net loss of $500,433 for the same period during the prior
year.

For the six months ended June 30, 2012, the Company reported a net
loss of $959,183, as compared to a net loss of $1.10 million for
the same period a year ago.

The Company's balance sheet at June 30, 2012, showed $634,295 in
total assets, $1.17 million in total liabilities and a $539,693
total shareholders' deficit.

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

                       http://is.gd/8VKtvP

                      About Pharmos Corp

Iselin, N.J.-based Pharmos Corporation is a biopharmaceutical
company that discovers and develops novel therapeutics to treat a
range of metabolic and nervous system disorders, including gout,
disorders of the brain-gut axis (e.g., Irritable Bowel Syndrome),
pain/inflammation, and autoimmune disorders.

Friedman LLP, in ast Hanover, New Jersey, expressed substantial
doubt about Pharmos' ability to continue as a going concern,
following the Company's results for 2011.  The independent
auditors noted that the Company has suffered recurring losses from
operations, has significant 2012 cash flow commitments in
connection with its current proof-of-concept clinical trial, and
its ability to continue as a going concern is ultimately dependent
on achieving a collaboration agreement or raising additional
capital in 2012.


PHILADELPHIA ORCHESTRA: Officially Emerges From Chapter 11
----------------------------------------------------------
The Philadelphia Orchestra Association said it has officially
emerged from Chapter 11 bankruptcy protection, effective July 30,
2012.

The Association's Plan of Reorganization was confirmed by the
United States Bankruptcy Court of the Eastern District of
Pennsylvania on June 28, 2012.  Through its financial
reorganization, the Association addressed more than $100 million
in claims, debts, and liabilities with a settlement of $5.49
million. Of that total, $4.25 million will be paid as of the
effective date.  The remainder of the Association's settlement
payments will be distributed based upon previously agreed upon
multiyear schedules.

"We are deeply grateful to all who have championed and supported
our Orchestra during this difficult yet necessary process," said
Allison Vulgamore, president and CEO of The Philadelphia Orchestra
Association.  "With the conclusion of our financial
reorganization, we turn the institution's full focus to what we
are all passionate about -- sharing the incredible artistry of The
Philadelphia Orchestra with our Philadelphia audiences, especially
as we welcome the electrifying Yannick Nezet-Seguin as music
director in October.  The Philadelphia Orchestra remains among the
best in the world, bringing audiences to the edge of their seats,
earning rave reviews and generating enthusiasm in this great city
and as its ambassador abroad.  There is much critical diligence
and fiscal capitalization to be achieved for the Orchestra and we
embrace this new era -- and our audiences -- with gratitude and
dedication."

                   About Philadelphia Orchestra

The Philadelphia Orchestra -- http://www.philorch.org/-- claims
to be among the world's leading orchestras.  Bloomberg News says
the orchestra became the first major U.S. symphony to file for
bankruptcy protection, surprising the music world.

Previous conductors include Fritz Scheel (1900-07), Carl Pohlig
(1907-12), Leopold Stokowski (1912-41), Eugene Ormandy (1936-80),
Riccardo Muti (1980-92), Wolfgang Sawallisch (1993-2003), and
Christoph Eschenbach (2003-08). Charles Dutoit is currently chief
conductor, and Yannick Nezet-Seguin has assumed the title of music
director designate until he takes up the baton as The Philadelphia
Orchestra's next music director in 2012.

The Philadelphia Orchestra Association, Academy of Music of
Philadelphia, Inc., and Encore Series, Inc., filed separate
Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to
11-13100) on April 16, 2011. Judge Eric L. Frank presides over
the case.  The Philadelphia Orchestra Association is being advised
by Dilworth Paxson LLP, its legal counsel, and Alvarez & Marsal,
its financial advisor.  Curley, Hessinger & Johnsrud serves as its
special counsel.  Philadelphia Orchestra disclosed $15,950,020 in
assets and $704,033 in liabilities as of the Chapter 11 filing.

Encore Series, Inc., tapped EisnerAmper LLP as accountants and
financial advisors.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven members to the official committee of unsecured creditors in
the Debtors' case. Reed Smith LLP serves as the Committee's
counsel.

The orchestra postpetition signed a new contract with musicians
and authority to terminate the existing musicians' pension plan.


POSITIVEID CORP: Amends Form S-1 Registration Statement
-------------------------------------------------------
PositiveID Corporation filed with the U.S. Securities and Exchange
Commission amendment no.1 to Form S-1 registration statement
relating to the resale of up to 34,000,000 shares of the Company's
common stock by Ironridge Technology Co., a division of Ironridge
Global IV, Ltd., pursuant to a Stock Purchase Agreement entered
into between the Company and Ironridge dated July 12, 2012.  The
total amount of shares of common stock which may be sold pursuant
to this prospectus would constitute approximately 25% of the
Company's issued and outstanding common stock as of July 19, 2012.

Pursuant to the Stock Purchase Agreement, 15 trading days after
the date of this prospectus, the Company has the obligation to
sell to Ironridge, and Ironridge must purchase from the Company,
up to $10,000,000 of shares of the Company's common stock over a
24-month period.  The Company will do continuous drawdowns of
2,000,000 shares under the Stock Purchase Agreement unless the
Company sends a notice suspending the draw downs.  The draw down
pricing period is the number of consecutive trading days necessary
for 6,000,000 shares of the Company's common stock to trade,
provided that for the first draw down, the draw down pricing
period is the 15 day trading period after the date of this
prospectus.  Only one draw down will be allowed in each draw down
pricing period.

The Company's common stock is quoted on the OTC Bulletin Board
under the symbol "PSID.OB."  On July 26, 2012, the closing sale
price of the Company's common stock was $0.02 per share.

A copy of the amended prospectus is available for free at:

                        http://is.gd/5Ui9tu

                         About PositiveID

Delray Beach, Fla.-based PositiveID Corporation (OTC BB: PSID) is
a technology development company with two divisions: HealthID and
MicroFluidic Systems.  HealthID develops unique medical devices,
focused primarily on diabetes management, and MicroFluidic Systems
develops molecular diagnostic systems, focused primarily on bio-
threat detection products.

The Company's balance sheet at March 31, 2012, showed
$2.99 million in total assets, $4.17 million in total liabilities,
and a $1.18 million total stockholders' deficit.

"The Company's ability to continue as a going concern is dependent
upon its ability to obtain financing to fund the continued
development of its HealthID products, the operations of
MicroFluidic, and working capital requirements.  Until the Company
is able to achieve operating profits, it will continue to seek to
access the capital markets," the filing said.

On Aug. 31, 2011, the Company received notification that its stock
was being delisted from the Nasdaq Capital Market and on Sept. 1,
2011, the Company's stock began trading on the OTC Bulletin Board.
The delisting from Nasdaq could adversely affect the market
liquidity of the Company's common stock and harm the business and
may hinder or delay the Company's ability to consummate potential
strategic transactions or investments.  That delisting could also
adversely affect the Company's ability to obtain financing for the
continuation of its operations and could result in the loss of
confidence by investors, suppliers and employees.

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


PMI GROUP: CFO Donald Lofe Quits to Work for Another Company
------------------------------------------------------------
Donald P. Lofe, Jr., has informed The PMI Group, Inc., that he has
accepted an offer of employment with a San Francisco, California-
based company and of his intention to resign as Executive Vice
President, Chief Financial Officer and Chief Administrative
Officer of TPG upon the completion of an appropriate transition
period.

                        About The PMI Group

Del.-based The PMI Group, Inc., is an insurance holding company
whose stock had, until Oct. 21, 2011, been publicly-traded on the
New York Stock Exchange.  Through its principal regulated
subsidiary, PMI Mortgage Insurance Co., and its affiliated
companies, the Debtor provides residential mortgage insurance in
the United States.

The PMI Group filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 11-13730) on Nov. 23, 2011.  In its schedules, the Debtor
disclosed $167,963,354 in assets and $770,362,195 in liabilities.
Stephen Smith signed the petition as chairman, chief executive
officer, president and chief operating officer.

The Debtor said in the filing that it does not have the financial
resources to pay the outstanding principal amount of the 4.50%
Convertible Senior Notes, 6.000% Senior Notes and the 6.625%
Senior Notes if those amounts were to become due and payable.

The Debtor is represented by James L. Patton, Esq., Pauline K.
Morgan, Esq., Kara Hammond Coyle, Esq., and Joseph M. Barry, Esq.,
at Young Conaway Stargatt & Taylor LLP.

The Official Committee of Unsecured Creditors appointed in the
case retained Morrison & Foerster LLP and Womble Carlyle Sandridge
& Rice, LLP, as bankruptcy co-counsel.  Peter J. Solomon Company
serves as the Committee's financial advisor.


RAAM GLOBAL: S&P Affirms 'B-' Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Lexington, Ky.-based RAAM Global Energy Co. (RAAM) to stable from
negative and affirmed its 'B-' corporate credit rating.

"At the same time, we lowered the issue-level rating on RAAM's
$200 million senior notes due 2015 to 'B-' (one notch lower than
the corporate credit rating) from 'B', and we revised the recovery
rating to '3', indicating our expectation of meaningful (50% to
70%) recovery of principal in the event of a payment default, from
'2'," S&P said.

"The outlook revision on RAAM reflects our expectation that the
company's liquidity and cash flow will improve as a result of
higher natural gas prices based on our revised price assumptions
as of July 24, 2012," said Standard & Poor's credit analyst Susan
Ding. "The lowering of the issue rating on the company's secured
debt and revision of the recovery rating result from our updated
calculation of the company's reserve valuation."

"The ratings on RAAM reflect the company's 'vulnerable' business
risk and 'highly leveraged' financial risk. Our assessment of the
business risk is based on the company's limited and small reserve
base, very short reserve life, meaningful exposure to weak natural
gas prices, and its concentration in the Gulf of Mexico (which
constitutes about 70% of proved reserves as of year-end 2011 and
60% of 2011 annual production). The ratings also reflect the
company's participation in a highly cyclical, capital-intensive,
and very competitive industry as well as its satisfactory credit
metrics and adequate liquidity over the next 12 months. RAAM had
about $223 million of adjusted debt as of March 31, 2012," S&P
said.

"As of Dec. 31, 2011, the company had a relatively small proven
reserve base of 14 billion cubic feet equivalent (bcfe) (though
reserves did grow by 25% from 2010), and production was about 66
million cubic feet equivalent per day (mmcfe/d) for 2011. Natural
gas accounted for about 45% of the company's reserves but 73% of
production in 2011," S&P said.

"We expect the company's production mix to remain relatively
unchanged in 2012. Almost 73% of the production is from the
company's offshore assets: Breton Sound 53 field, and fields on
the outer continental shelf (in federal waters). The remaining
production is from onshore conventional plays on the coasts of
Louisiana and Texas. For 2012, the company plans to increase its
production through its onshore assets and the Breton Sound field.
The company's projected capital expenditure budget for 2012 is
about $177 million, a 22% decrease from 2011, the majority of
which is allocated to onshore oil and natural gas liquids plays,"
S&P said.

"The stable outlook reflects our view that the company's liquidity
will remain adequate to fund fixed costs and capital spending over
the next 12 months. We expect leverage for 2012 and 2013 to be in
the 2x range, and EBITDA interest coverage of about 4x for the
same period. We could lower the rating if liquidity drops below
$50 million. Alternatively, we could consider an upgrade if RAAM
diversifies its assets and production while maintaining adequate
liquidity and leverage below 3x," S&P said.


RADIOSHACK CORP: Has 80% Chance of Default, Bloomberg Says
----------------------------------------------------------
Michael Bathon, substituting for Bloomberg bankruptcy columnist
Bill Rochelle, reports that derivatives linked to RadioShack Corp.
debt imply the retailer has an 84% chance of default within five
years, a level Eastman Kodak Co. and AMR Corp. reached within six
months of filing bankruptcy protection.  Credit-default swaps on
the Fort Worth, Texas-based electronics chain's debt have been
rising since January, when they indicated a 50% default risk,
jumping after the company reported a second-quarter loss last
week.

According to the report, investors are concerned RadioShack may
burn through its $517.7 million of cash as competition from online
and discount retailers such as Amazon.com Inc. to Wal-Mart Stores
Inc. squeeze margins at electronics chains including RadioShack
and Best Buy Co.

"The market seems to be saying it is surprised that the company
has continued to survive," said Melissa Weiler, managing director
at Crescent Capital Group LP, an alternative-credit asset manager
that oversees about $10 billion.

"RadioShack seems to be one of a few dinosaurs remaining out
there," she said in a telephone interview from Los Angeles with
Bloomberg's Mary Childs.

RadioShack swaps jumped 28.3 percentage points this year to a mid-
price of 38% upfront July 30, according to data provider CMA,
which is owned by McGraw-Hill Cos. and compiles prices quoted by
dealers in the privately negotiated market.  That means investors
pay $3.8 million initially and $500,000 annually to protect $10
million of the company's debt for five years.  That's up from
$966,000 upfront in January, and compares with $1.5 million
upfront for contracts tied to Best Buy.

RadioShack's credit-default swaps are the widest of the group of
U.S. retailers tracked by Bloomberg, and the 11th widest of global
credit-default swaps, trailing Energy Future Holdings Corp. and
Caesars Entertainment Operating Co., according to data compiled by
Bloomberg.

The report notes swaps tied to Kodak reached levels that implied
an 84% chance of default in five years on July 18, 2011, six
months before it filed for Chapter 11 protection.  American
Airlines parent AMR's credit-default swaps passed that level on
Sept. 22, before it filed on Nov. 29.

RadioShack sells consumer electronics and peripherals, including
cellular phones.  It operates roughly 4,700 stores in the U.S. and
Mexico.  It also operates about 1,500 wireless phone kiosks in
Target stores.  The company also generates sales through a network
of 1,100 dealer outlets worldwide.  Revenues for the last 12
months' period ending June 30, 2012 were roughly $4.4 billion.


READER'S DIGEST: S&P Puts 'CCC+' CCR on Watch Neg on Weak Earnings
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'CCC+' corporate
credit rating and 'CCC' senior secured ratings for New York-based
publisher and direct marketer Reader's Digest Assn. Inc. on
CreditWatch with negative implications.

"The CreditWatch placement reflects our concern that continued
weak operating performance and negative discretionary cash flow
may result in meaningful reduction in the company's cash balances
and that it may need an amendment to its credit facility within
the next year," said Standard & Poor's credit analyst Minesh
Patel. "Reader's Digest's direct mail and publishing business
are subject to significant medium term structural risks, and we
view a meaningful decline in liquidity or a covenant violation as
a key short-term catalyst that would contribute to a payment
default."

"Sales, pro forma for discontinued operations and fresh start
accounting, fell 11.3% in the three months ended March 31, 2012,
while negative covenant EBITDA increased to $37.7 million from
$16.2 million on the inability to reduce costs at the same pace as
the revenue declines. Cash balances are the primary source of
liquidity as the company does not have a revolving credit
facility. Liquid cash balances were only $81.6 million as of March
31, 2012, after subtracting $72.3 million of cash held by foreign
subsidiaries, while negative discretionary cash flow was about $84
million for the 12 months ended March 31, 2012," S&P said.

"We also expect the company to continue facing secular pressure in
its publications and direct marketing businesses, restricting its
ability to improve operating performance and generate positive
discretionary cash flow. For the 12 months ended March 31, 2012,
pro forma for the impact of fresh start accounting and the
divestiture of Every Day with Rachael Ray, music and video revenue
declined about 14.5%, books revenue declined about 9.1%, and
magazine circulation revenue declined 4.9%. Advertising and non-
published products and services revenue, supported by increased
North America partnership licensing and advertising revenue,
increased 11.7%," S&P said.


REDPRAIRIE CORP: $20MM Debt Upsize No Impact on S&P's 'B+' CCR
--------------------------------------------------------------
Standard & Poor's Ratings Services said RedPrairie Corp.'s
announced upsizing of its proposed term loan to $360 million from
$340 million does not affect its 'B+' corporate credit rating on
the company or its 'B+' issue-level rating and '3' recovery rating
on the company's proposed credit facilities. "The company
increased the proposed dividend by $9 million to $145 million from
$136 million and it will hold the incremental $11 million of
proceeds on the balance sheet. The upsizing modestly increases
March 2012 pro forma leverage to the low-5x area from about 5x,"
S&P said.

"The ratings on RedPrairie reflect the company's 'weak' business
risk profile deriving from its niche position within a fragmented
and highly competitive market, and its exposure to the cyclical
retail industry. The company also has an 'aggressive' financial
risk profile marked by an acquisitive growth strategy and an
ownership structure we believe precludes sustained de-leveraging.
However, we expect that the company's revenues will increase
modestly, given its leading position in the market for supply-
chain management software and its diverse and entrenched customer
base," S&P said.

RATINGS LIST

RedPrairie Corp.
Corporate Credit Rating                 B+/Stable/--
$360 mil. term loan                     B+
   Recovery Rating                       3


RESIDENTIAL CAPITAL: Court OKs Scope of Examiner Investigation
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the scope of investigation proposed by the examiner
appointed in the bankruptcy cases of Residential Capital LLC and
its affiliated debtors.

Retired bankruptcy judge Arthur Gonzalez will investigate all
transactions among Residential Capital LLC, Ally Financial Inc.
and its affiliates prior to the company's bankruptcy filing.

The examiner will also investigate the companies' corporate
relationships in connection with Residential Capital's decisions
to file for bankruptcy protection, to pursue a sale of
substantially all of its assets, among other things.

The examiner plans to seek authority to issue subpoenas on anyone
possessing "information relevant to the investigation," and will
need "a substantial amount of time" to prepare his report, Reuters
reported citing papers filed in court.

A copy of the examiner's statement regarding the scope and timing
of his investigation can be accessed without charge at

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

The request for examiner appointment came from Berkshire Hathaway
Inc., which holds more than $900 million of ResCap junior secured
bonds.

Berkshire alleged that ResCap's first-day pleadings and public
securities filings reveal dozens of transactions with Ally
Financial.  The transactions allegedly involved billions of
dollars of asset transfers and intercompany financing whose net
effect was to transfer a substantial share of ResCap's operating
assets to its parent.

                     About Residential Capital

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

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

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

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

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

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

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

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


RESIDENTIAL CAPITAL: Nov. 12 Settlement Deadline for RMBS Trustees
------------------------------------------------------------------
At the Bankruptcy Court's directive, MBIA Insurance Corporation,
an unsecured creditor, submitted a status report regarding its
progress in negotiating with parties-in-interest in relation to
the Debtors' request for approval of settlement agreements with
the residential mortgage-backed securities trusts.

MBIA related that it has engaged in preliminary discussions with
the Debtors concerning the substance of the RMBS Trust Settlement
and the Debtors agreed to produce relevant documents to enable
MBIA to more fully evaluate the impact of the proposed settlement
upon its claims.

MBIA also related that it has been in contact with the Talcott
Franklin Group and the Group has answered some of MBIA's
questions concerning the RMBS Trust Settlement and has agreed to
produce certain categories of documents to MBIA.

MBIA further related that it has outlined a process for discovery
with the committee of consenting claimants (the "Steering
Committee").

As reported in the June 22, 2012 edition of the Troubled Company
Reporter, the Debtors have asked the Court to approve a compromise
and settlement of an allowed claim of up to $8.7 billion against
Debtors Residential Funding Company, LLC and GMAC Mortgage LLC, to
be offered and allocated among certain securitization trusts
pursuant to settlement agreements.  The RMBS Trust Settlement
resolves, in exchange for the Allowed Claim, alleged and potential
representation and warranty claims held by up to 392
securitization trusts in connection with roughly 1.6 million
mortgage loans and approximately $221 billion in original issue
balance of associated residential mortgage-backed securities,
comprising all of such securities issued by the Debtors'
affiliates from 2004 to 2007.

                        Scheduling Order

The Debtors, Bank of New York Mellon Trust Company, N.A., Deutsche
Bank Trust Company Americas, Deutsche Bank National Trust Company,
U.S. Bank National Association, and Wells Fargo Bank, N.A.,
entered into a court-approved timeline for resolving issues
related to the sale of the Debtors' assets and the RMBS Trust
Settlement.  The Official Committee of Unsecured Creditors and
Financial Guaranty Insurance Company support the scheduling order.

The schedule is as follows:

   July 24, 2012      - Fact discovery will commence
   Aug. 15, 2012      - Debtors will supplement the 9019 Motion
   Sept. 24, 2012     - Fact discovery will end
                      - Designation of expert witness
   Oct. 5, 2012       - Submission of objections from a party
                        other than the Creditors' Committee
                        and the RMBS Trustees to the 9019 Motion
   Oct. 8, 2012       - Offering in evidence of any expert report
   Oct. 12, 2012      - Expert discovery will end
   Oct. 15, 2012      - Submission of objections from Committee
                        and RMBS Trustees to the 9019 Motion
   Oct. 29, 2012      - Filing of reply to objections
   Nov. 5, 2012       - Commencement of evidentiary hearing
   Nov. 12, 2012      - Deadline for RMBS Trustees to accept
                        or reject the settlement

                     About Residential Capital

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

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

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

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

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

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

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

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


RESIDENTIAL CAPITAL: Can Continue Loss Mitigation Programs
----------------------------------------------------------
Residential Capital LLC and its affiliates sought and obtained
final authority from Judge Glenn to continue developing and
implementing loss mitigation programs and procedures in the
ordinary course of business, including making incentive payments
to borrowers in connection with the closing of short sales, or
vacating properties in lieu of foreclosure of eviction
proceedings, or in the form of borrower rebates for loan payoffs.
Cash payments under the Loss Mitigation Programs during the period
from the Petition Date through the date of the final approval of
the request will not exceed $2.0 million in the aggregate.

The Debtors explained that their loss mitigation programs assist
borrowers to avoid foreclosure while stabilizing the risk of loss
to investors.  For borrowers who accept the offer to participate
in the loss mitigation programs, the Debtors' foreclosure
resolution timeliness may be reduced considerably, thus reducing
the amount of foreclosure timeline penalties assessed against
them and improving their short-term liquidity.

The Court also granted the Debtors limited relief from the
automatic stay to permit (w) borrowers or their tenants to
prosecute direct claims and counterclaims in foreclosure and
eviction proceedings, (x) borrowers to prosecute certain actions
in borrower bankruptcy cases, (y) the Debtors to prosecute
foreclosure actions in those circumstances where they service
senior mortgage loans and own the junior mortgage loans on the
underlying property, and (z) third party lien holders to
prosecute direct claims and counterclaims in actions involving
the amount, validity or priority of liens on properties subject
to foreclosure proceedings.

The Court also authorized the Debtors to pay certain
securitization trustee fees and expenses.

Wendy Alison Nora, a contingent claimant holding a claim in
excess of $10 billion, object to the entry of a final order
approving the loss mitigation program arguing that such approval
would allow the Debtors to continue their racketeering
enterprise.

                 Creditor Seeks Reconsideration

Wendy Alison Nora, a contingent claimant in litigation, holding a
claim in excess of $10 billion, seeks reconsideration of the
order allowing the Debtors to continue to implement loss
mitigation programs asserting that such authority allows the
continuation of the operation of the Debtors' racketeering
enterprise.

                     About Residential Capital

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

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

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

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

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

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

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

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


RESIDENTIAL CAPITAL: To Process Mortgage Loan Commitments
---------------------------------------------------------
Residential Capital LLC and its affiliated debtors obtained final
approval from the U.S. Bankruptcy Court for the Southern District
of New York to continue their operations in the ordinary course
including the retail marketing of mortgage loan products.

The Debtors were also authorized to continue the funding of
mortgage loans they originated in Ohio and Nevada, and the sale of
mortgage loans directly to securitization trusts guaranteed by
Ginnie Mae for securitization or to Ally Bank for subsequent
resale to Fannie Mae or Freddie Mac.

The final order also authorized the Debtors to purchase mortgage
loans from Ally Bank and subsequently sell those loans to
securitization trusts guaranteed by Ginnie Mae pursuant to a
master mortgage loan purchase and sale agreement between Ally
Bank and GMAC Mortgage.

                     About Residential Capital

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

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

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

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

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

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

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

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


RESIDENTIAL CAPITAL: Has Deloitte & Touche as Auditor
-----------------------------------------------------
Residential Capital LLC asked the U.S. Bankruptcy Court for the
Southern District of New York to approve the hiring of Deloitte &
Touche LLP as its auditor.

The company tapped the firm to review its interim financial
information for each of the quarters in the year ending Dec. 31,
2012.  Deloitte will also review the financial statements of the
company and two of its affiliates, GMAC Mortgage LLC and
Residential Funding Company LLC.

The firm will also examine the compliance of GMAC and RFC with the
Department of Housing and Urban Development's audit guide for
audits of housing and urban development programs, among other
services.

Deloitte will be paid for its services in an hourly basis and will
be reimbursed of its expenses.  For its audit services, Deloitte
will be paid at these hourly rates:

   Personnel                   Hourly Rates
   ---------                   ------------
   Partner/Principal/Director     $365
   Senior Manager                 $290
   Manager                        $265
   Senior Staff                   $215
   Staff                          $175

For its "servicing compliance" services, Deloitte will be
compensated by a fixed fee of $1.465 million, of which $300,000
was paid prior to Residential Capital's bankruptcy filing.

The firm does not hold interest adverse to Residential Capital and
its affiliated debtors, according to a declaration by Tom
Robinson, a partner at Deloitte.

                     About Residential Capital

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

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

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

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

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

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

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

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


SCOTTO RESTAURANT: Suit Challenging Lenders' Liens Goes to Trial
----------------------------------------------------------------
In the lawsuit, Scotto Restaurant Group, LLC Plaintiff, v. Mission
Valley Bank and Advance Restaurant Finance, LLC, Defendants, Adv.
Proc. No. 12-3027 (Bankr. W.D.N.C.), Bankruptcy Judge Laura T.
Beyer denied the Plaintiff's Motion for Partial Summary Judgment
seeking to have the Court find that there are no genuine issues of
material fact and that the Plaintiff is entitled to judgment as a
matter of law that the Defendants do not have a valid security
interest in the Plaintiff's collateral and are therefore unsecured
creditors.  According to Judge Beyer, while the Court agrees with
the Plaintiff's argument that neither the January 2008 financing
statement nor the September 2009 financing statement were
effective to perfect the Defendants' lien, the Motion is denied
due to unsettled factual issues regarding the Plaintiff's merger
with a related entity, Scotto Holdings, LLC, in June 2009.

Scotto Holdings submitted its first loan application to Advance
Restaurant Finance on June 21, 2006.  Holdings's first application
sought a $30,000 loan.  On Jan. 22, 2008, Holdings submitted a
second loan application seeking a $50,000 loan.  Holdings executed
a Merchant Agreement, and the Plaintiff and Justin Scotto, a
principal of the Plaintiff and Holdings, guaranteed the loan.  The
guarantee signed by the Plaintiff did not include language
indicating a security agreement.

On Jan. 23, 2008, Justin Scotto executed Amendment F to the
Merchant Agreement, providing that the Plaintiff would serve as a
"Secondary Payment Source" for the January 22, 2008, loan to
Holdings.  On Jan. 24, the LAP Group, LLC (apparently on behalf of
the Defendants) filed a Financing Statement against the Plaintiff.

Holdings received five additional loans from the Defendants from
March 2008 through July 2009.

On June 1, 2009, Holdings and the Plaintiff merged.

On Aug. 29, 2009, the Plaintiff applied for a $126,000 loan with
Mission Valley Bank.  The Plaintiff executed a Merchant Agreement
in connection with this loan and granted the Defendants a security
interest in personal property.  On Sept. 8, Mission Valley filed
an Amendment to the Financing Statement with the North Carolina
Secretary of State.

On June 25, 2010, the loan to the Plaintiff was amended to provide
$150,000 in additional funds.  According to the Plaintiff, the
total amount of the loan after this amendment was $200,799.  On
June 30, ARF began withdrawing weekly payments of $4,000 from the
Plaintiff's bank account.

On Aug. 11, 2011, an Involuntary Petition was filed that began the
Plaintiff's bankruptcy case.

According to Judge Beyer, the Court cannot conclude that the
Defendants' lien is entirely unperfected and therefore vulnerable
to the Plaintiff's "strong-arm" powers pursuant to 11 U.S.C. Sec.
544.  The judge said the impact of the merger on the Defendants'
claim is a material issue of genuine fact that precludes summary
judgment.

A copy of the Court's July 30, 2012 Order is available at
http://is.gd/ZpTWNFfrom Leagle.com.

                     About Scotto Restaurant

Denver, North Carolina-based Scotto Restaurant Group LLC, fka
Scotto Holdings, LLC, operates 7 Firehouse Subs franchise
locations and has approximately 100 employees.

Three creditors placed Scotto Restaurant Group in bankruptcy by
filing an involuntary Chapter 11 petition (Bankr. W.D.N.C. Case
No. 11-40506) on Aug. 11, 2011.  The petitioning creditors are
Lester B. High, William Holmes and Donald L. Myers.  They allege
to be owed $1.85 million in the aggregate on account of unsecured
promissory notes.  The petitioning creditors are represented by
Kiah T. Ford, IV, Esq., at Parker, Poe, Adams & Bernstein LLP, as
counsel.  Judge George R. Hodges oversees the case.

James H. Henderson, Esq., at The Henderson Law Firm, in Charlotte,
N.C., represents the Debtor as counsel.

The Debtor scheduled $129,861 in assets and $3,018,705 in
liabilities.


SAGAMORE PARTNERS: Court Extends Solicitation Period for 3rd Time
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
granted Sagamore Partners, Ltd.'s third motion extending the
Debtor's exclusive period to obtain acceptances of its Plan of
Reorganization through and including the date of the conclusion of
the confirmation hearing on the Plan.

On March 2, 2012, the Debtor filed its Plan of Reorganization.
The Debtor cannot solicit until after approval of the Disclosure
Statement, which is pending.

JPMCC 2006-LDP7 Miami Beach Lodging, LLC, had objected to the
motion.  JPMCC cited that the Debtor still has not filed a revised
plan and disclosure statement despite its repeated assurances it
would do so since April, 2012.  JPMCC said that the motion, if
granted, would provide the Debtor with virtually an indefinite
extension of time, to an uncertain date, which it alone would
control by its continued failure to file a revised plan and
disclosure statement.

Bay Harbor, Florida-based Sagamore Partners, Ltd., owns and
operates the oceanfront Sagamore Hotel, also known as The Art
Hotel due to its captivating art collection from recognized
artists and its contemporary design.  The all-suite boutique hotel
is situated within Miami's Art Deco Historic District on South
Beach.  Sagamore Partners is owned by Martin Taplin.

Sagamore Partners filed for Chapter 11 bankruptcy (Bankr. S.D.
Fla. Case No. 11-37867) on Oct. 6, 2011.  Judge A. Jay Cristol
presides over the case.  Joshua W. Dobin, Esq., and Peter D.
Russin, Esq., at Meland Russin & Budwick, P.A., in Miami, Fla.,
serve as the Debtor's counsel.  The Debtor disclosed $71,099,556
in assets and $52,132,849 in liabilities as of the Chapter 11
filing.  The petition was signed by Martin W. Taplin, Pres of
Miami Beach Vacation Resorts, Inc., manager of Sagamore GP, LLC,
general partner.


SAGAMORE PARTNERS: Can Access Cash Collateral Until Aug. 23
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida, in
an eleventh interim order, authorized Sagamore Partners, Ltd., to
use cash collateral of Secured Lender JPMCC 2006-LDP7 Miami
Beach Lodging, LLC, to pay for the operating expenses and costs of
administration, pursuant to a revised budget, with a permitted
variance of 5% on a per line item basis.

The Debtor's authority to use the Cash Collateral is slated to
expire Aug. 23, 2012.

As adequate protection, the Secured Lender is granted replacement
liens.  In addition, the lender will receiver from the Debtor
interest payments, calculated at the contract rate of 6.54%, based
on the outstanding principal amount of the prepetition debt, as
provided in the budget.  It is also an allowed superpriority
administrative expense claim under Section 507(b) of the
Bankruptcy Code.

Bay Harbor, Florida-based Sagamore Partners, Ltd., owns and
operates the oceanfront Sagamore Hotel, also known as The Art
Hotel due to its captivating art collection from recognized
artists and its contemporary design.  The all-suite boutique hotel
is situated within Miami's Art Deco Historic District on South
Beach.  Sagamore Partners is owned by Martin Taplin.

Sagamore Partners filed for Chapter 11 bankruptcy (Bankr. S.D.
Fla. Case No. 11-37867) on Oct. 6, 2011.  Judge A. Jay Cristol
presides over the case.  Joshua W. Dobin, Esq., and Peter D.
Russin, Esq., at Meland Russin & Budwick, P.A., in Miami, Fla.,
serve as the Debtor's counsel.  The Debtor disclosed $71,099,556
in assets and $52,132,849 in liabilities as of the Chapter 11
filing.  The petition was signed by Martin W. Taplin, Pres of
Miami Beach Vacation Resorts, Inc., manager of Sagamore GP, LLC,
general partner.




SEVEN SEAS: S&P Rates $340MM First-Lien Sr. Credit Facilities BB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its issue-level and
recovery ratings to Miami, Fla.-based cruise line operator Seven
Seas Cruises S. DE R.L.'s proposed $340 million first-lien senior
secured credit facilities. "We assigned to the company's planned
$40 million five-year senior secured revolving credit facility and
$300 million six-and-a-half-year term loan our issue-level rating
of 'BB-' (two notches higher than our 'B' corporate credit rating
on the company) with a recovery rating of '1', indicating our
expectation of very high (90% to 100%) recovery for lenders in the
event of a payment default," S&P said.

"At the same time, we placed our issue-level rating on Seven Seas
Cruises' $225 million 9.125% second-priority senior secured notes
due 2019 on CreditWatch with negative implications," S&P said.

"The company plans to use the proceeds from the credit facilities
to refinance its existing first-lien facilities, including the
$293.5 million outstanding under the term loan. The required
amortization on the planned term loan would be $3 million on an
annual basis compared to the $25 million annually for the existing
term loan (because of prepayments, there is no required quarterly
amortization until the March 2013 quarter). This would result in a
higher level of first-lien debt outstanding under our simulated
default scenario versus our previous analysis, which would reduce
the recovery prospects for the second-priority notes enough to
warrant a downward revision to our recovery rating on the notes.
Upon closing of the transaction, we will revise our recovery
rating on the second-priority notes to '6' (indicating our
expectation of 0 to 10% recovery) from '5' (10% to 30% recovery)
and lower our issue-level rating to 'CCC+' (two notches lower than
the corporate credit rating) from 'B-' (one notch lower), in
accordance with our notching criteria for a recovery rating of
'6'," S&P said.

"All other ratings, including our 'B' corporate credit rating,
remain unchanged. The outlook is stable," S&P said.

"We will resolve the CreditWatch regarding the issue-level rating
on Seven Seas' $225 million 9.125% second-priority senior secured
notes due 2019 upon the close of the proposed first lien credit
facility," S&P said.


SFRP, LLC: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: SFRP, LLC
        7 Skyline Place
        Astoria, OR 97103

Bankruptcy Case No.: 12-35847

Chapter 11 Petition Date: July 29, 2012

Court: U.S. Bankruptcy Court
       District of Oregon

Judge: Randall L. Dunn

Debtor's Counsel: Nicholas J. Henderson, Esq.
                  MOTSCHENBACHER & BLATTNER, LLP
                  117 SW Taylor Street, #200
                  Portland, OR 97204
                  Tel: (503) 417-0508
                  E-mail: nhenderson@portlaw.com

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

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

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

The petition was signed by Randy Stemper, member.


SHAW GROUP: Moody's Reviews 'Ba1' CFR/PDR for Downgrade
-------------------------------------------------------
Moody's Investors Service has placed the Ba1 corporate family
rating (CFR) and the Ba2 probability of default rating (PDR) of
Shaw Group under review for downgrade, as well as the Ba1unsecured
revolving credit facility rating. This rating action follows the
announcement that CB&I has reached an agreement to acquire Shaw
Group for approximately $3 billion in cash and stock. The
company's speculative grade liquidity rating of SGL-2 was
affirmed.

On Review for Downgrade:

  Corporate Family Rating, Placed under Review for Downgrade,
  currently Ba1

  Probability of Default Rating, Placed under Review for
  Downgrade, currently Ba2

  $1.45 billion senior unsecured revolving credit facility due
  2016, Placed under Review for Downgrade, currently rated Ba1
  (LGD 3, 43%)

Outlook Actions:

Outlook, Changed To Rating Under Review From Stable

Ratings Rationale

The review of Shaw for a downgrade reflects uncertainties with
regard to the ultimate credit profile of the company after the
transaction with CB&I. The pro forma consolidated credit metrics
are likely to be weaker than Shaw Group's current metrics as CB&I
expects to fund the transaction with a significant portion of Shaw
Group's cash balance and $1.9 billion of additional debt. This
will result in a substantial decline in the consolidated liquidity
at a time when they will be taking on greater financial and
business risk and the risks associated with the integration of the
two organizations. The engineering and (E&C) construction industry
typically maintains elevated levels of liquidity and low levels of
leverage due to the substantial uncertainty that goes along with
the completion of large complicated projects. Therefore, the
completion of this transaction will result in a company with a
higher financial and business risk profile, and a lack of clarity
at this stage as to the apportionment of financial risk between
Shaw and CB&I.

It is likely that Shaw Group's rating will be withdrawn and the
company's senior unsecured credit facility (Ba1) terminated upon
consummation of the transaction due to the change in control
provision. Moody's will provide an update to the CFR and PDR
ratings at that time. Moody's review of Shaw Group's ratings will
consider such factors as whether or not CB&I successfully executes
the transaction, which is subject to antitrust clearance, as well
as the impact on Shaw of the final financing arrangement for the
acquisition

The principal methodology used in rating Shaw Group was the Global
Construction Industry Methodology published in November 2010.

Headquartered in Baton Rouge, Louisiana, Shaw Group Inc. is a
global engineering, construction, technology, fabrication,
environmental and industrial services contractor for clients in
the energy, chemicals, environmental, infrastructure and emergency
response industries. The company generated consolidated operating
revenue of approximately $6.0 billion in fiscal 2011.


SHERRILL MANUFACTURING: Great American Holds Auction
----------------------------------------------------
Great American Group, LLC held an auction July 19 for a wide range
of flatware manufacturing equipment owned by Sherrill
Manufacturing.  Great American SVP Roy Gamityan expected a strong
level of interest in the auction -- specifically for the Minster
Press Line, Mori Seiki SL35B lathe and Mazak machining centers.
Name-brand auction items include a Minster P2-150 Piece Maker High
Speed Press Line, a Mazak V655 Machining Center, a Mori Seiki SL-
35B Lathe, and a Mazak FH480 Horizontal Machining Center. In
addition, other fabrication machinery will be auctioned, including
items from a large conventional machine shop and tooling
department, heat treating equipment, boilers, air compressors,
forklifts, pallet racking, and other general plant equipment.

                  About Sherrill Manufacturing

Sherrill Manufacturing was founded when a consortium of former
Oneida Ltd. employees purchased the factory from Oneida Ltd. in
2005.  The company stopped manufacturing in May 2010 and filed for
Chapter 11 bankruptcy protection in August 2010.  In September
2011, a large order from an internet marketer allowed the company
to operate briefly with temporary employees, until the order was
filled.

Based in New Yok, Sherrill Manufacturing Inc. filed for Chapter 11
bankruptcy protection (Bankr. N.D.N.Y. Case no. 10-62669) on Oct.
4, 2010.  Neil Joseph Smith, Esq., at Mackenzie Hughes LLP,
represented the Debtor.  The Debtor estimated both assets and
debts of between $1 million and $10 million.


SP NEWSPRINT: Wins Court Approval for Aug. 17 Auction
-----------------------------------------------------
Michael Bathon, substituting for Bloomberg bankruptcy columnist
Bill Rochelle, reports that SP Newsprint Holdings LLC won court
approval to hold an Aug. 17 auction to sell virtually all its
assets.

The report relates that U.S. Bankruptcy Judge Christopher Sontchi
approved the guidelines that will govern the auction at a July 27
hearing in Wilmington, Delaware.  All offers to compete in the
auction must be submitted by Aug. 13, according to court
documents.  The company will seek court approval to sell the
assets to the auction winner at a hearing scheduled for Aug. 21.
Objections to the sale must be filed by Aug. 16.

According to the report, SP Newsprint's lenders will act as the
so-called stalking horse for the auction setting a floor for other
bidders to beat, according to court filings.  The lenders will
make a credit bid, using forgiveness of its secured debt to buy
the assets. General Electric Capital Corp., as both agent to
lenders and a lender itself, is owed about $254 million.

                        About SP Newsprint

Greenwich, Conn.-based SP Newsprint Holdings LLC -- aka Bulldog
Acquisition I LLC, Bulldog Acquisition II LLC, Publishers Papers,
Southeastern Paper Recycling and SP Newsprint Merger LLC -- and
three affiliates, SP Newsprint Co. LLC, SP Recycling Corporation
and SEP Technologies L.L.C, filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-13649) on Nov. 15, 2011.

SP Newsprint Holdings LLC is a newsprint company controlled by
polo-playing mogul Peter Brant.  It is one of the largest
producers of newsprint in North America.  SP Recycling
Corporation, a Georgia corporation and the Debtors' other
operating company, was established in 1980 as a means for SP to
secure a ready supply of recycled fiber, a key raw material for
its newsprint.

SP Newsprint is the second Brant-owned newsprint company to tumble
into bankruptcy proceedings in recent years.  Current and former
affiliated entities are Bear Island Paper Company, L.L.C., Brant
Industries, Inc., F.F. Soucy, Inc., Soucy Partners Newsprint,
Inc., White Birch Paper Company.

Judge Christopher S. Sontchi presides over the case.  Joel H.
Levitin, Esq., Maya Peleg, Esq., and Richard A. Stieglitz Jr.,
Esq., at Cahill Gordon & Reindel LLP serve as the Debtors' lead
counsel.  Lee E. Kaufman, Esq., and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., serve as the Debtors' Delaware
counsel.  AlixPartners LLP serves as the Debtors' financial
advisors and The Garden City Group Inc. serves as the Debtors'
claims and noticing agent.  SP Newsprint Co., LLC, disclosed
$318 million in assets and $323 million in liabilities as of the
Chapter 11 filing.  The petitions were signed by Edward D.
Sherrick, executive vice president and chief financial officer.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler PC.  Ashby & Geddes, P.A., serves as its
Delaware counsel, and BDO Consulting serves as its financial
advisor.


STANDARD PACIFIC: Fitch Rates $150MM Senior Notes Offering 'B-'
---------------------------------------------------------------
Fitch Ratings has assigned a 'B-/RR4' rating to Standard Pacific
Corp.'s (NYSE: SPF) proposed offering of $150 million aggregate
principal amount of convertible senior notes due 2032.  The Rating
Outlook is Stable.  The company also announced the proposed
concurrent public offering of 12.5 million shares of its common
stock.  Standard Pacific intends to use the net proceeds of the
notes offering and the concurrent common stock offering for
general corporate purposes, including land acquisition and
development, home construction and other related purposes.
Neither the notes offering nor the common stock offering will be
conditioned upon consummation of the other.

The rating and Outlook for SPF are influenced by the company's
execution of its business model, relatively aggressive land
acquisition strategy, geographic and product line diversity and
healthy liquidity position.  While Fitch expects moderately better
prospects for the housing industry this year, there remain
challenges facing the housing market.  Nevertheless, SPF has the
financial flexibility to navigate through the still somewhat
difficult market conditions and continue to invest in land
opportunities to fuel growth in the coming years.

SPF is focused on growing its operations by investing in new
communities, particularly in land-constrained markets.  Following
the significant reduction of its land supply during the 2006 -2009
periods, SPF began to increase its land holdings during 2010 and
2011.  At June 30, 2012, the company had 27,757 lots controlled, a
5.1% increase over the previous year and almost 45% growth over
year-end 2009 land holdings. Its owned and optioned lot positions
increased 11.8% and fell 11.5% as compared to second quarter 2011,
respectively, while its joint venture lot position fell 15.5%
year-over-year.  Based on the latest twelve month closings, SPF
controlled 9.3 years of land and owned roughly 7.2 years of land.

SPF increased its average community count by 2.6% to 157 active
communities during the second quarter of 2012 as compared to the
second quarter of 2011.  The company spent roughly $437 million on
land ($304 million) and development ($133 million) during 2011
compared to $336 million in 2010.  In 2012, management expects
roughly $400 - 500 million in total land spend, including an
estimated $150 million of land development costs. Fitch is
comfortable with this strategy given the company's healthy
liquidity position, well-laddered debt maturity schedule and
management's demonstrated ability to manage its spending.  While
land and development spending will remain a priority, Fitch
expects that the company will adhere to its strict underwriting
guidelines and continue to maintain adequate liquidity.

The company ended the second quarter of 2012 with $292.1 million
of unrestricted cash and $203.5 million of availability under its
unsecured revolving credit facility.  Fitch expects the company
will be cash flow negative by about $150 million during 2012 and
its cash position will decline to around $200 million at year-end
2012, excluding proceeds from these offerings.  Additionally, the
company has approximately $40 million of debt coming due this
year.  Fitch expects SPF in the intermediate term will maintain
liquidity of at least $400 million from a combination of cash and
revolver availability.

The company continues to have relatively heavy exposure in the
state of California, generating over 50% of its revenues and
holding more than 55% of the dollar value of its real estate
inventory in this state.  SPF also has operations in major
metropolitan markets in Texas, Arizona, Nevada, Colorado, Florida
and the Carolinas.  The company has a substantial presence and
ranks in the top 10 in most of the markets where it operates.

SPF constructs homes within a wide range of prices and sizes, with
an emphasis on move-up buyers.  During 2011, management estimates
that 73% of its deliveries were directed to the move-up/luxury
market, while 27% were to entry-level buyers.  By comparison, 67%
of its deliveries during 2010 were to move-up/luxury buyers, while
33% were directed to the entry-level market.

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
beginning of the year, 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.

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, cash position and especially free cash flow
trends and uses. Negative rating actions could occur if the
anticipated recovery in housing does not materialize and the
company prematurely steps up its land /development spending,
leading to consistent and significant negative quarterly cash flow
from operations and diminished liquidity position (below $400
million).  Positive rating actions could be considered if the
recovery in housing is significantly better than Fitch's current
outlook and the company continues to maintain a healthy liquidity
position.

Fitch has affirmed the following ratings for SPF with a Stable
Outlook:

  -- IDR at 'B-';
  -- Senior unsecured notes at 'B-/RR4';
  -- Unsecured Revolving Credit Facility at 'B-/RR4';
  -- Senior subordinated debt at 'CC/RR6'.

Fitch has also assigned a 'B-/RR4' rating to the company's $210
million unsecured revolving credit facility.

The 'RR4' Recovery Rating (RR) on the company's unsecured debt
indicates average recovery prospects for holders of these debt
issues.  Standard Pacific's exposure to claims made pursuant to
performance bonds and joint venture debt and the possibility that
part of these contingent liabilities would have a claim against
the company's assets were considered in determining the recovery
for the unsecured debt holders.  The 'RR6' on Standard Pacific's
senior subordinated notes indicate poor recovery prospects in a
default scenario. Fitch applied a liquidation value analysis for
these RRs.


STANDARD PACIFIC: Moody's Rates $150MM Senior Note Offering 'B3'
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Standard Pacific
Corp.'s proposed $150 million convertible senior note offering due
2032. In the same rating action, Moody's assigned a (P)B3 rating
to the company's senior unsecured shelf and a (P)Caa2 rating to
its senior subordinate shelf. Moody's also affirmed all of the
company's existing ratings, including B3 corporate family rating,
B3 probability of default rating, B3 senior unsecured note rating,
Caa2 convertible senior subordinated note rating and SGL-2
speculative grade liquidity assessment. The rating outlook was
changed to positive from stable.

The proceeds from the proposed $150 million convertible senior
unsecured note offering, along with the proceeds from the
concurrent offering of 12.5 million shares of common stock, will
be designated for general corporate uses, including land
acquisition and development, and home construction.

Ratings Rationale

The change in the outlook to positive from stable reflects Moody's
expectation that the improvement in the company's operating
performance, including rising new orders and backlog, solid gross
margin performance and positive net income generation, will
continue. Additionally, the positive outlook incorporates the
equity offering being a part of this transaction, which is likely
to result in little change to the company's current adjusted
homebuilding debt to capitalization ratio of 68%.

The convertible senior unsecured notes are being rated B3 given
their equal rank in the right of payment with the existing senior
unsecured notes.

The following rating actions were taken:

Proposed $150 million convertible senior unsecured notes due
2032, assigned B3 (LGD4, 51%);

Senior unsecured shelf, assigned (P)B3;

Senior subordinate shelf, assigned (P)Caa2;

Corporate family rating, affirmed at B3;

Probability of default rating, affirmed at B3;

Senior unsecured note rating, affirmed at B3 (LGD4, 51%);

Convertible senior subordinated note rating, affirmed at Caa2
(LGD6, 96%);

Speculative grade liquidity assessment, affirmed at SGL-2.

All of Standard Pacific's debt is guaranteed by its principal
operating subsidiaries.

The B3 corporate family rating reflects Moody's expectation that
Standard Pacific has reduced costs sufficiently that it can
increase its profitability as the industry conditions continue to
solidify. Impairments and other charges, which totaled
approximately $2.5 billion over the past five years, are likely to
be less material going forward, given the company's attractive
gross margin performance and a stabilizing pricing environment. In
addition, the company has substantially reduced its off-balance
sheet joint venture exposure, eliminating recourse JV debt of over
$500 million that was outstanding in 2007.

Standard Pacific's liquidity is supported by the unrestricted cash
balances of $292 million at June 30, 2012, which will increase as
per the proposed equity and debt offerings, $204 million of
availability under its revolving credit facility, and absence of
significant debt maturities until 2016.

At the same time, the company's debt leverage remains elevated,
standing at about 68% homebuilding debt-to-capitalization, while
net worth of $657 million at June 30, 2012, is relatively moderate
to support the company's growth expectations. In addition cash
flow, one of the main sources of strength for the company during
the worst years of the downturn, is likely to remain negative, as
the company pursues land acquisition and development. Finally, the
rate of cash burn, if growth expectations are met, may leave
Standard Pacific with very low cash balances in two years.

The ratings could improve if the company were to maintain its
profitability and solid liquidity, grow its tangible equity base,
and reduce debt leverage to below 60%.

Ratings pressure could ensue if the company were to deplete its
cash reserves either through sharper-than-expected operating
losses or through a sizable investment or other transaction
without some offset such as an acceleration of earnings growth and
improvement in net worth and debt leverage.

The principal methodology used in rating Standard Pacific 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.

Headquartered in Irvine, California and begun in 1966, Standard
Pacific Corp. constructs and sells single-family attached and
detached homes focusing on the move-up market, which, together
with a modest amount for the luxury market, represents about 73%
of the company's overall product mix, with 27% represented by the
entry level market. The company has homebuilding operations in
California, Texas, Arizona, Colorado, Florida, North Carolina, and
South Carolina, and serves 24 markets. Revenues and net income
before declaration of preferred dividends for the LTM period
ending June 30, 2012 were approximately $1.0 billion and $32
million, respectively.


STELLAR GT TIC: The Georgian Remains Under Receiver's Care
----------------------------------------------------------
A receiver will continue to operate and manage The Georgian
apartment complex in Silver Spring, Maryland, pursuant to a
stipulation between its bankrupt owners, Stellar GT TIC LLC and
VFF TIC LLC, and its lender, Wells Fargo Bank N.A.

Wells Fargo is the Trustee for the registered holders of Deutsche
Mortgage & Asset Receiving Corporation, COMM 2007-C9, Commercial
Mortgage Pass-Through Certificates, U.S. Bank National
Association, as Trustee, as successor in interest to Bank of
America, National Association, as Trustee, as successor in
interest to Wells Fargo Bank, N.A., as Trustee for the registered
holders of Deutsche Mortgage & Asset Receiving Corporation, CD
2007-CD5 Commercial Mortgage Pass-Through Certificates, and FCP
Georgian Towers, LLC, acting by and through Helios AMC, LLC, in
its capacity as Special Servicer.

Wells Fargo holds certain notes evidencing a mortgage loan
guaranteed by the Debtors in the aggregate original principal
amount of $185,000,000, secured by a certain Indemnity Deed of
Trust, Security Agreement, Financing Statement, Fixture Filing and
Assignment of Leases, Rents and Security Deposits dated Feb. 28,
2007.

Wells Fargo on Dec. 30, 2009, commenced a receivership action in
the Circuit Court for Montgomery County, Case No. 324928-V,
seeking the appointment of a receiver for The Georgian, an 891-
unit multi-family high rise property (consisting of two 14-story
apartment buildings) located at 8750 Georgia Avenue in Silver
Spring.  By order dated Dec. 30, 2009, as extended by subsequent
consent orders, the Circuit Court appointed Greystar Management
Services, LP as Receiver, and authorized the Receiver to take any
action necessary to preserve the Project and effectuate its
orderly operation.

On July 15, 2011, the Bankruptcy Court entered an Order
temporarily modifying the automatic stay for the limited purposes
of permitting (i) the Parties jointly and consensually to seek a
further extension of the Receivership Order through Oct. 31, 2011,
in the Receivership Action; and (ii) the Receiver to continue
operating and managing the Project as directed and permitted by
the Receivership Order, through Oct. 31, 2011.  The Bankruptcy
Court later entered orders extending the Lift Stay Order through
Dec. 31, 2011, March 31, 2012 and June 30, 2012.  The Receivership
Order was set to expire by its own terms on July 31, 2012.

Pursuant to the Stipulation and Order, the Parties agree to
jointly and consensually seek a further extension of the
Receivership Order through Oct. 31, 2012 in the Receivership
Action.

Bankruptcy Judge Paul Mannes signed off on the Stipulation and
Order dated July 30, 2012, available at http://is.gd/XFWBK2from
Leagle.com.

                About Stellar GT TIC and VFF TIC

Stellar GT TIC LLC and VFF TIC LLC own an 891-unit multi-family
high rise property, consisting of two 14-story apartment
buildings, located at 8750 Georgia Avenue in Silver Spring,
Maryland, commonly known as "The Georgian".

FCP Georgian Towers holds certain notes evidencing a mortgage loan
guaranteed by the Debtors in the aggregate original principal
amount of $185,000,000.  On Dec. 30, 2009, FCP commenced a
receivership action in the Circuit Court for Montgomery County,
Case No. 324928-V, seeking the appointment of a receiver for the
Project.

Stellar GT TIC and VFF TIC filed for Chapter 11 bankruptcy (Bankr.
D. Md. Case Nos. 11-22977 and 11-22980) on June 22, 2011.  Judge
Paul Mannes presides over the case.  Michelle Maloney-Raymond is
the case administrator.  Matthew G. Summers, Esq., and Michelle
McGeogh, Esq., at Ballard Spahr LLP, in Baltimore, serve as the
Debtors' counsel.

Mark Taylor, Esq., at Kilpatrick Townsend & Stockton LLP, in
Washington, DC; and Jantra Van Roy, Esq., at Zeichner Ellman &
Krause LLP, in New York, represent the Lender.

The U.S. Trustee for Region 4 was unable to appoint an unsecured
creditors' committee in the case.

The Debtors negotiated a plan of reorganization before filing for
Chapter 11.  The plan is premised on either (1) a sale of the
project pursuant to an auction process or (2) a consensual
restructuring of the secured debt.  Broker CB Richard Ellis Inc.
was hired to conduct the sale.

On Nov. 22, 2011, Judge Mannes entered an order (I) finally
approving the disclosure statement and (II) confirming Stellar GT
TIC and VFF TIC's Joint Plan of Reorganization and authorizing (A)
Sale of "The Georgian" free and clear of all liens, claims and
interests and alternatively (B) restructuring pursuant to the Plan
if the Sale does not close.  The highest and best price offered at
the Auction was the $193 million offer made by Lowe Enterprises
Real Estate Group-East, Inc.

In July 2012, the Court modified the Plan to deem Pantzer
Properties Inc. as "purchaser" of the Debtors' assets.  After the
confirmation hearing, both the prevailing bidder, Lowe, and the
second highest bidder, Berkshire Property Advisors LLC (offer at
$173 million) failed to close on the purchase.  Pantzer
participated in the auction, but was out-bid by Lowe and
Berkshire.  Pantzer agreed, subject to due diligence and an
appropriate sale order, to purchase the Project for $168 million.


SUPERMEDIA INC: Reports $64 Million Net Income in Second Quarter
----------------------------------------------------------------
Supermedia Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $64 million on $349 million of operating revenue for the three
months ended June 30, 2012, compared with net income of $29
million on $421 million of operating revenue for the same period
during the prior year.

The Company reported net income of $126 million on $712 million of
operating revenue for the six months ended June 30, 2012, compared
with net income of $59 million on $859 million of operating
revenue for the same period a year ago.

The Company's balance sheet at June 30, 2012, showed $1.49 billion
in total assets, $1.98 billion in total liabilities and a $487
million total stockholders' deficit.

"During the second quarter, we continued our disciplined approach
to transforming and operating our business," said president and
CEO Peter McDonald.  "Operating improvements and efficiencies
enabled us to reduce costs, while we completed the training of our
premise marketing consultants to be trusted local advisers to
small and medium-sized businesses by providing comprehensive
solutions across digital and print media.

"We also made further reductions in our debt obligations, and
reduced certain post-employment benefit obligations."

McDonald continued, "We are making progress in executing our
initiatives across the board.  Our cost reduction efforts are
being reflected in our financial results.  Changes in our approach
to customers in creating stronger relationships take longer to
appear in top line results due to our customer contact and revenue
recognition cycles."

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

                       http://is.gd/C90DwP

                       About SuperMedia Inc.

DFW Airport, Texas-based SuperMedia Inc. and its subsidiaries
sells advertising solutions to its clients and places their
advertising into its various advertising media.  The Company's
advertising media include Superpages yellow page directories,
Superpages.com, its online local search resource, the
Superpages.com network, an online advertising network, Superpages
direct mailers, and Superpages mobile, its local search
application for wireless subscribers.

The Company is the official publisher of Verizon Communications
Inc. print directories in the markets in which Verizon is
currently the incumbent local telephone exchange carrier.  The
Company also has agreements with FairPoint Communications, Inc.,
and Frontier Communications Corporation in various Northeast and
Midwest markets in which FairPoint and Frontier are the local
exchange carriers.

On March 31, 2009, SuperMedia Inc., formerly known as Idearc Inc.,
and all of its domestic subsidiaries filed voluntary petitions for
Chapter 11 relief (Bankr. N.D. Tex. Lead Case No. 09-31828).

On Sept. 8, 2009, the Company filed its First Amended Joint Plan
of Reorganization with the Bankruptcy Court, which was later
modified on Nov. 19, 2009, and on Dec. 22, 2009, the Bankruptcy
Court entered an order approving and confirming the Amended Plan.
On Dec. 31, 2009 (the "Effective Date"), the Debtors consummated
the reorganization and emerged from the Chapter 11 bankruptcy
proceedings.  On Dec. 29, 2011, the Bankruptcy Court entered final
decrees closing the bankruptcy cases for the Debtors.

The Company reported a net loss of $771 million in 2011 and a net
loss of $196 million in 2010.

                           *     *     *

As reported in the TCR on Dec. 27, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Dallas-based
SuperMedia Inc. to 'CCC+' from 'SD' (selective default).  The
rating outlook is negative.

In the April 2, 2012, edition of the TCR, Moody's Investors
Service has changed the corporate family rating (CFR) for
SuperMedia Inc. to Caa3 from Caa1 based on Moody's view
that a debt restructuring is likely.  Moody's expects ultimate
recoveries will be about 50%.

SuperMedia is attempting to reinvent its business by reducing its
reliance on print advertising through the development of online
and mobile directory service applications but Moody's has doubts
that the company will be able to transition its business away from
a reliance on print directories quickly enough to stabilize its
revenues and earnings and prevent a debt restructuring.


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 deadline
was further moved to July 30.

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.  Pursuant
to the Proposed Settlement Agreement, the Collateral Agent, the
Counterparties and the Trustee have agreed to a 60-day continuance
of the July 30 deadline for filing objections to the Motion, to
enable the parties to (i) present to the Court the Proposed
Settlement Agreement; and (ii) resume negotiations related to the
Motion, with goal of resolving either all or some portion of the
Trustee's claims therein.  The deadline for the Collateral Agent
and the Counterparties to file objections to the Motion will be
Sept. 28, 2012.

A copy of the parties' Stipulation and Consent Order, signed by
the Court on July 30, 2012, is available at http://is.gd/mrU4vO
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.


TXCO RESOURCES: Court Enters $15.9MM Judgment on Trade Secrets
--------------------------------------------------------------
Cox Smith Matthews Incorporated disclosed Chief Bankruptcy Judge
Ronald King of the United States Bankruptcy Court for the Western
District of Texas has entered a $15.9 million judgment for Cox
Smith client Reorganized TXCO Resources, Inc., in one of the
earliest complex litigation matters arising out of the Eagle Ford
development in South Texas.

RTXCO is the successor entity to TXCO Resources, Inc. and
affiliated entities, which was a publicly traded oil and gas
exploration and production company that filed a voluntary Chapter
11 case on May 17, 2009.  Cox Smith served as TXCO's counsel.
Prior to confirmation of its bankruptcy plan, TXCO agreed to sell
the majority of its oil and gas assets to two companies, including
Newfield Exploration Company, headquartered in Houston, Texas.  In
February 2010, the plan became effective and RTXCO emerged from
Chapter 11, with Newfield as the sole beneficiary of the RTXCO
Liquidating Trust.

In November 2009 and prior to its bankruptcy confirmation, TXCO
filed suit against Peregrine Petroleum.  TXCO alleged Peregrine
Petroleum misappropriated trade secrets from TXCO in breach of the
terms of a confidentiality agreement and used that information to
acquire oil and gas leases in the Maverick Basin of South Texas.
The trial, which took place in the U.S. Bankruptcy Court for the
Western District of Texas (San Antonio Division) began May 31,
2011 and lasted until September 2011.

Cox Smith shareholder James "Marty" Truss headed up the energy
litigation trial team for RTXCO, assisted by Cox Smith bankruptcy
shareholder Deborah Williamson and other Cox Smith attorneys.
"This is a very significant result confirming a company's right to
protect proprietary data from those engaged in 'data-mining' or
other misappropriation of trade secrets," said Truss.

"Confidentiality agreements are signed virtually every day as a
matter of course in the oil and gas business.  This judgment is a
reminder to the industry that these agreements have teeth and may
not be simply disregarded."

"Marty Truss and the entire Cox Smith team were instrumental in
this victory," said Albert Conly, senior managing director of FTI
Consulting, president of RTXCO and trustee of the TXCO Liquidating
Trust.  "Marty's skill in the courtroom and his judgment and
strategic insight were vitally important to us throughout this
extremely long case, and Deborah Williamson's experience in
bankruptcy litigation was a critical component of our success as
well.  The team's capability and tenacity enabled us to persevere
and ultimately prevail. We are delighted with the outstanding
result they achieved."

The Cox Smith team was composed of attorneys from its energy,
bankruptcy and litigation practice areas, including Marty Truss,
Deborah Williamson, Meghan Bishop, David Vanderhider, Corey
Wehmeyer, Ellen Mitchell and Thomas Rice.

"The breadth and depth of our firm's legal resources permit us to
pull in experienced attorneys from different practice areas to
assist clients on complex matters like this one," said Jamie
Smith, managing director of Cox Smith.  "This was an extremely
difficult and drawn-out matter, and while I am not surprised, I'm
very proud of how seamlessly our diverse and talented team worked
together to achieve this great result for our client.  As the
Eagle Ford continues to develop, we expect to see continued
litigation on a variety of fronts, and this judgment confirms our
ability to provide world-class services to energy-related clients
on highly complex litigation and transactional matters arising out
of the Eagle Ford shale play."

                          About Cox Smith

Cox Smith -- http://www.coxsmith.com/-- is one of the leading
business law firms in Texas and the largest law firm headquartered
in San Antonio.  With a growing presence in key Texas markets
including Austin, Dallas, El Paso and McAllen, Cox Smith's
attorneys help regional, national and international businesses
with a wide variety of matters involving all aspects of business
law and litigation.

                         About FTI Consulting

FTI Consulting is a global business advisory firm dedicated to
helping organizations protect and enhance their enterprise value
by providing multidisciplinary solutions to complex challenges and
opportunities through the power of unique depth of thought
combined with the global expertise of leading professionals.

                        About TXCO Resources

TXCO Resources, Inc., was a publicly traded oil and gas
exploration and production company based in San Antonio, Texas,
which, along with its subsidiaries, filed a voluntary Chapter 11
case (Bankr. W.D. Tex. Case No. 09-51807) on May 17, 2009.  Prior
to confirmation, TXCO agreed to sell most of its oil and gas
assets to Newfield Exploration Company and Anadarko E&P Company
L.P.  The sale was included in TXCO's Second Amended Plan of
Reorganization.  On Jan. 27, 2010, the Court entered an order
confirming the Plan.  On Feb. 11, 2010, the Plan became effective
and Reorganized TXCO emerged from Chapter 11.  All creditors were
paid in full, including interest and attorney's fees, and equity
holders received a distribution.  The remaining oil and gas assets
that were not transferred to Newfield or Anadarko were transferred
to the TXCO Liquidating Trust.  Newfield is the only shareholder
of record in Reorganized TXCO and the sole beneficiary of the
Liquidating Trust.


U.S. POSTAL: Declines to Make $5.5-Bil. Prefunding for Retirees
---------------------------------------------------------------
The U.S. Postal Service said July 30 it will not make mandated
prefunding retiree health benefit payments to the Treasury of
$5.5 billion due Aug. 1, 2012 or the $5.6 billion payment due
Sept. 30, absent legislation enacted by Congress. This action will
have no material effect on the operations of the Postal Service.

"We will fully fund our operations, including our obligation to
provide universal postal services to the American people.  We will
continue to deliver the mail, pay our employees and suppliers and
meet our other financial obligations.  Postal Service retirees and
employees will also continue to receive their health benefits.
Our customers can be confident in the continued regular operations
of the Postal Service," the July 30 statement said.

The Postal Service said it continues to implement its strategic
plan. However, comprehensive postal legislation is needed to
return the Postal Service to long-term financial stability.  It
remains hopeful that such legislation can be enacted during the
current Congress.

The Postal Service receives no tax dollars for operating expenses
and relies on the sale of postage, products and services to fund
its operations.

The Associated Press reported July 30 that the U.S. Postal Service
is bracing for a first-ever default on billions in payments due to
the Treasury, adding to widening uncertainty about the mail
agency's solvency.

According to the AP, Postal officials said they also are studying
whether they may need to delay other obligations.  In the coming
months, a $1.5 billion payment is due to the Labor Department for
workers compensation, which for now it expects to make, as well as
millions in interest payments to the Treasury.

The Postal Service estimates that it is now losing $25 million a
day, which includes projected savings it had expected to be
accruing by now if Congress had approved its five-year
profitability plan this spring, the AP reported.  That plan would
cut Saturday delivery, reduce low-volume postal facilities and end
its obligation to pay more than $5 billion each year for future
retiree health payments.

                 NRLCA Calls Congress for Changes

The payment is part of a 10-year plan to fund the next 75 years of
postal retiree health care benefits, a requirement no other
government agency or private corporation in America must meet,
according to the National Rural Letter Carriers' Association.

NRLCA President Jeanette P. Dwyer said of the payments, "This
unfair burden has drained postal resources and forced the Postal
Service to propose unprecedented service cuts to all Americans.
Congress should fix these payment issues so we can get back to the
business of modernizing our network and offering competitive
services to customers six days a week."

Payments began after Congress passed into law the Postal
Accountability and Enhancement Act of 2006.  The Postal Service
has said it also cannot afford an upcoming $5.6 billion payment
due Sept. 30, 2012. It is doubtful the Postal Service will be able
to make future payments as well.

The NRLCA is an independent union whose members include 104,718
full- and part-time rural letter carriers.  Rural carriers deliver
mail on 73,461 routes, serving over 40 million customers and
driving almost 3.5 million miles each delivery day in all 50
states, the US Virgin Islands and Puerto Rico.  The average route
is more than 47 miles long and serves 552 boxes.


UNI-PIXEL INC: Incurs $2 Million Net Loss in Second Quarter
-----------------------------------------------------------
Uni-Pixel, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $2.03 million on $70,560 of revenue for the three months ended
June 30, 2012, compared with a net loss of $1.72 million on
$137,978 of revenue for the same period during the prior year.

The Company reported a net loss of $4.08 million on $74,124 of
revenue for the six months ended June 30, 2012, compared with a
net loss of $4.82 million on $189,566 of revenue for the same
period a year ago.

The Company reported a net loss of $8.57 million in 2011 compared
to a net loss of $3.82 million in 2010.

The Company's balance sheet at June 30, 2012, showed $5.60 million
in total assets, $154,626 in total liabilities and $5.45 million
in total shareholders' equity.

"In Q2, we made strong progress towards global product launches of
UniBoss and Diamond Guard," said UniPixel president and CEO, Reed
Killion.  "In collaboration with the Texas Instruments team to
integrate TI's touch controllers with our UniBoss touch sensor
films, we've produced functional prototypes that reaffirm our
thoughts on the performance and cost benefits the UniBoss touch
sensor brings to the touch sensor market, which Display Search
estimates will reach $19 billion by 2017.  We've also made
progress on developing reference designs with several global
controller manufacturers for UniBoss printed touch sensors.  We
have designs and prototype efforts at 10.1, 13.3, 15.6 and 23 inch
diagonal form factors.

"As we begin the second half of 2012, we are turning our focus
toward developing our downstream supply chain to help meet the
anticipated demand for UniBoss.  We are seeking to license
electro-less plating manufactures, as well as qualifying die-
cutting and lamination partners, to support our touch sensor
manufacturing process.  We will keep our design, mastering and
roll-to-roll flexible electronics manufacturing in-house for the
foreseeable future."

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

                       http://is.gd/p0DgWA

                       About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.


VANN'S INC: CEO Seeks Financing for Possible Chapter 11
-------------------------------------------------------
nbcmontana.com reported July 27 that Vann's Inc., according to its
CEO, could be headed for bankruptcy as soon as this week.

"I think the ideal situation now is a restructuring, seeking
protection under the bankruptcy code -- Chapter 11 --and kind of
step back, look at some pieces of the business that are kind of
hemorrhaging red ink, and we've got others that are profitable, so
we just need to take our time and sort through those," said Vann's
Chief Executive Officer Jerry McConnell.

The company attempted and failed to secure financing with GE
Capital and instead turned to local lenders.  The company wanted
financing in place for a bankruptcy filing by July 30.

"We have a local lender we're working with that we think is going
to do the whole package, the whole debtor-in-possession
financing," Mr. McConnell said July 27.

Vann's Inc. operates a home electronics & online appliance store.
Founded in 1961, Vann's grew from a single store in Missoula to
six stores across the state. The company, which specializes in
electronics and appliances, has five retail stores in Montana and
two Internet retail sites. It closed its Helena store earlier this
year.


VITESSE SEMICONDUCTOR: Raging Buys $4 Million Debenture
-------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, William C. Martin, Raging Capital Management,
LLC, Raging Capital Fund (QP), LP, Raging Capital Fund, LP,
disclosed that, as of July 25, 2012, they beneficially own
3,226,627 shares of common stock of Vitesse Semiconductor
Corporation representing 12.8% of the shares outstanding.   The
amount of shares does not include shares of Common Stock
underlying 8.00% Convertible Second Lien Debentures due 2014.

On July 25, 2012, Raging Capital Fund purchased $902,422 principal
amount of the Debentures for $749,010 and Raging Capital Fund QP
purchased $3,097,578 principal amount of the Debentures for
$2,570,989.

A copy of the amended filing is available for free at:

                        http://is.gd/AcXCnM

                           About Vitesse

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of semiconductor
solutions for Carrier and Enterprise networks worldwide.

In October 2009, Vitesse completed a debt restructuring
transaction that resulted in the conversion of 96.7% of the
Company's 2024 Debentures into a combination of cash, common
stock, Series B Preferred Stock and 2014 Debentures.  With respect
to the remaining 3.3% of the 2024 Debentures, Vitesse settled its
obligations in cash.  Additionally, Vitesse repaid $5.0 million of
its $30.0 million Senior Term Loan, the terms of which were
amended as part of the debt restructuring transactions.

Vitesse Semiconductor Corporation reported a net loss of
$14.81 million on $140.96 million of net revenues for the year
ended Sept. 30, 2011, compared with a net loss of $20.05 million
on $165.99 million of net revenues during the prior year.

The Company's balance sheet at March 31, 2012, showed
$58.33 million in total assets, $91.37 million in total
liabilities, and a $33.04 million total stockholders' deficit.


WALL STREET SYSTEMS: S&P Alters 'B' Rating Outlook to Positive
--------------------------------------------------------------
Standard & Poor's Ratings Services revised the rating outlook on
New York City-based Wall Street Systems Holdings Inc. to positive
from stable. "We also affirmed our 'B' corporate credit rating on
the company," S&P said.

"The outlook revision reflects Wall Street Systems' profitability
improvement and de-leveraging over the past year, and our
expectation that its focus on recurring revenues could improve
revenue visibility," said Standard & Poor's credit analyst
Christian Frank.

"The rating reflects Wall Street Systems' 'weak' business risk
profile resulting from its narrow market focus and its revenue
exposure to the financial sector and Europe, as well as its
'aggressive' financial profile, with leverage in the low-5x area.
Partial offsets to these factors are the company's solid base of
recurring revenue, high customer retention rate, and good cash
flow," S&P said.

"Wall Street Systems' foreign exchange (FX) solutions provide
trading, risk management, operations, and accounting capabilities
for financial institutions, while its treasury management
solutions allow multinational corporations and central banks to
manage cash positions; FX, interest rate, and credit risk; and
fixed income and equity investments. Since the LBO, the company
has focused on increasing recurring revenue and removing excess
capacity in its professional services organization," S&P said.

"The positive outlook reflects Wall Street Systems' improved
profitability and free cash flow generation since the LBO in June
2011. If the company can maintain its recent profitability gains
while sustaining leverage at or below the low-5x area over the
near term, we could raise the rating by one notch," S&P said.

"Conversely, we could revise the outlook to stable if the company
sustains adjusted leverage above the mid-5x area due to an
aggressive financial policy (including leveraged dividends to
shareholders or material debt-financed acquisitions), or EBITDA
deterioration due to macroeconomic pressure among its European or
financial services clients," S&P said.


WINDSOR CAPITAL: Sends 8 Embassy Suites Hotels to Chapter 11
------------------------------------------------------------
Windsor Capital Group Inc. CEO Patrick M. Nesbitt sent hotel-
companies to Chapter 11 bankruptcy to stop a receiver named by
U.S. Bank National Association from taking over eight Embassy
Suites hotels.

Nesbitt Portland Property, LLC, and seven affiliates filed bare-
bones Chapter 11 petitions (Bankr. C.D. Calif. Lead Case No.
12-12883) on July 31, in Santa Barbara, California.  Nesbitt
Portland estimated assets of up to $50 million and liabilities of
less than $500 million.

According to http://www.wcghotels.com/Santa Monica-based Windsor
Capital owns and/or operates 23 branded hotels in 11 states across
the U.S.  Windsor Capital is the largest private owner and
operator of Embassy Suites hotels.

Documents from Justia.com say that in May, U.S. Bank successfully
obtained a district court ruling appointing a receiver of eight
hotels in six states that were pledged by the Debtors as
collateral for loans.

In April 2012, Windsor received letters from the licensor with
regard to each of the Hotels, explaining that each of the Hotels
was in default of the license agreement "as a result of its
failure to comply with required Embassy Suites brand and product
quality standards."  Windsor needed $4.4 million to pay for the
improvements necessary to avoid the imminent loss of the Embassy
Suites franchise.  However, U.S. Bank declined to provide
additional financing to the Debtors, which are already in arrears
to their loan obligations.

In the case U.S. Bank vs. Nesbitt Bellevue Property LLC, et al.
(S.D.N.Y. 12 Civ. 423), U.S. Bank obtained approval from the
district judge in June to name Alan Tantleff --
alan.tantleff@fticonsulting.com -- of FTI Consulting, Inc., as
receiver for:

* Embassy Suites Colorado Springs in Colorado;
* Embassy Suites Denver Southeast in Colorado;
* Embassy Suites Cincinnati - Northeast in Blue Ash, Ohio;
* Embassy Suites Portland - Washington Square in Tigard, Oregon;
* Embassy Suites Detroit - Livornia/Novi in Michigan;
* Embassy Suites El Paso in Texas;
* Embassy Suites Seattle - North/Lynwood in Washington; and
* Embassy Suites Seattle - Bellevue in Washington

The receiver obtained district court permission to engage Crescent
Hotels and Resorts LLC to manage the eight hotels.

But before Mr. Adam could take physical possession of the
properties and take control of the Hotels, the eight borrowers
filed chapter 11 petitions, Nicole Madison of FTI confirmed to the
Troubled Company Reporter.

The Debtors are represented in the Chapter 11 case by attorneys at
Susi & Gura.  Attorneys at Kilpatrick Townsend & Stockton LLP
represented the Debtors in the receivership case.

According to the bankruptcy case docket, the schedules of assets
and liabilities and the statements of financial affairs are due
Aug. 14, 2012.


WPCS INTERNATIONAL: J.H. Cohn Raises Going Concern Doubt
--------------------------------------------------------
WPCS International Incorporated filed on July 30, 2012, its annual
report on Form 10-K for the fiscal year ended April 30, 2012.

J.H. COHN LLP, in Eatontown, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the
fiscal year ended April 30, 2012.  The independent auditors noted
that the Company is in default of certain covenants of its credit
agreement and has incurred operating losses, negative cash flows
from operating activities and has a working capital deficiency as
of April 30, 2012.  These matters raise substantial doubt about
the Company's ability to continue as a going concern.

According to the regulatory filing, due to the operating losses
for the quarters ended Jan. 31, 2012, and April 30, 2012, the
Company did not meet the Fixed Charge Coverage Ratio of 1.2 to 1.0
when first required to be measured for the two quarters ended
April 30, 2012, and Leverage Ratio of not more than 1.75 to 1.0 at
April 30, 2012, and the Company is currently in default under the
Credit Agreement.

The Company reported a net loss of $20.57 million on
$92.42 million of revenue for fiscal 2012, compared with a net
loss of $37.00 million on $84.09 million of revenue for fiscal
2011.

The Company's balance sheet at April 30, 2012, showed
$35.79 million in total assets, $29.91 million in total
liabilities, and stockholders' equity of $5.88 million.

Andrew Hidalgo, CEO of WPCS, commented, "I am pleased to mention
that for the year ended April 30, 2012, excluding the Trenton
Operations the remaining operations centers have generated an
EBITDA profit of $3.0 million compared to a loss of $3.0 million
during the same period a year ago.  This represents a significant
improvement.  The last two fiscal years have been challenging due
to the economic conditions and certain projects that experienced
substantial cost overruns, however, we believe our future quarters
look promising.  The management team is working to strengthen the
balance sheet and income statement so that we can target positive
revenue and EBITDA results in fiscal 2013.  In this regard, we
completed the $5.5 million asset sales of our Hartford and
Lakewood Operations, with the proceeds used to extinguish bank
debt and for future working capital.  Our bid activity of $87
million remains high at the end of our fourth quarter.  Our
commitment to quality workmanship and our special certifications
in design-build engineering continue to give us a competitive
advantage during this economic recovery.  As evidenced in the
press releases announcing new contracts, customers continue to
seek bids from WPCS because of our outstanding reputation.  At the
end of the fourth quarter, WPCS continues to maintain a backlog of
$23.6 million comprised of a variety of projects in the public
services, healthcare and energy sectors.  Our goal in the next few
quarters is to convert more of our bids into backlog.  The
conversion of these bids to backlog and the effective management
of projects through completion will give us the opportunity to
increase our EBITDA performance and get back to positive earnings
per share results in the future.  Our financial performance will
be generated by the three domestic operations centers in Seattle,
Suisun City, and Trenton, as well as the international operations
in Australia and China.  We are reiterating our guidance for the
fiscal year ending April 30, 2013 of approximately $60 million in
revenue and $1 million in EBITDA."

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

                       http://is.gd/QuLIQ6

                     About WPCS International

Exton, Pennsylvania-based WPCS International Incorporated provides
design-build engineering services that focus on the implementation
requirements of communications infrastructure.  The Company
provides its engineering capabilities including wireless
communication, specialty construction and electrical power to the
public services, healthcare, energy and corporate enterprise
markets worldwide.

As reported by the TCR on Dec. 8, 2011, WPCS International and its
United Stated based subsidiaries, previously entered into a loan
agreement, dated April 10, 2007, as extended, modified and amended
several times, with Bank of America, N.A.  The Company is seeking
alternative debt financing and has conducted discussions with
other senior lenders to replace the Loan Agreement.  The Company
may not be successful in obtaining alternative debt financing or
additional financing sources may not be available on acceptable
terms.  If the Company is required to repay the Loan Agreement,
the Company has sufficient working capital to repay the
outstanding borrowings.


WOUND MANAGEMENT: Amends Forbearance Agreement with Juventas
------------------------------------------------------------
In connection with a settlement agreement entered into with
Juventas, LLC, Wound Management Technologies, Inc., Wound Care
Innovations, L.L.C., and certain of their affiliates issued to
Juventas a Secured Promissory Note, dated as of March 20, 2012, in
the principal amount of $930,000.  The Company Parties also
entered into a security agreement with Juventas pursuant to which
the 2012 Note was secured by all inventory of the Company Parties
and all other assets of the Company Parties.

On June 26, 2012, the Company, along with the other Company
Parties, received notice from Juventas that -- pursuant to
Juventas's rights under the Security Agreement and as the result
of the Company Parties' default under the 2012 Note for a failure
to make payments due thereunder as of May 21, 2012 -- Juventas
would be exercising its right to (i) take immediate and exclusive
possession of the Collateral and (ii) sell, lease, or license the
Collateral in order to satisfy unpaid obligations under the 2012
Note.

On July 13, 2012, Juventas and the Company Parties entered into a
forbearance agreement pursuant to which Juventas agreed to suspend
efforts to execute on the Collateral while the Company completes a
debt offering, the proceeds of which are being used to repay
amounts owed under the 2012 Note.  The Forbearance Agreement
provided for a forbearance period terminating upon the earlier of
Sept. 13, 2012, or the occurrence of one or more default events.
On July 13, 2012, the Company delivered an initial payment of
$465,000 to Juventas.

On July 25, 2012, Juventas and the Company Parties entered into an
Amendment to Forebearance Agreement pursuant to which (i) the
Company delivered an additional payment of $415,000, and (ii)
Juventas agreed to forgive all remaining principal, interest or
other amounts remaining unpaid under the 2012 Note.

A copy of the Amended Forbearance is available at:

                       http://is.gd/VcIITM

                      About Wound Management

Fort Worth, Texas-based Wound Management Technologies, Inc.,
markets and sells the patented CellerateRX(R) product in the
expanding advanced wound care market; particularly with respect to
diabetic wound applications.

The Company's balance sheet at March 31, 2012, showed
$3.27 million in total assets, $6.90 million in total liabilities,
and a stockholders' deficit of $3.63 million.

Pritchett, Siler & Hardy, P.C., in Salt Lake City, Utah, expressed
substantial doubt about Wound Management's ability to continue as
a going concern, following the Company's results for the fiscal
year ended Dec. 31, 2011.  The independent auditors noted that the
Company has incurred substantial losses and has a working capital
deficit.


* Moody's Says Fewer States to Issue Cash Flow Notes
----------------------------------------------------
The number of state governments that issue short-term cash flow
notes will decline in fiscal 2013 to eight from 10 in fiscal 2012
as state revenues improve, says Moody's Investors Service in the
report "As Revenues Improve, the Number of States That Issue Cash
Flow Notes Declines."

Although the number of states that issue notes will decline,
according to the rating agency, the aggregate amount of note
issuance will increase as California and Texas continue to
dominate issuance.

"State cash flow margins have improved, reducing the need for most
states to borrow for short-term liquidity needs as revenues grow
even amid an unusually slow economic recovery," said Moody's
Senior Vice President Nicole Johnson. "Projected state budget
deficits have narrowed considerably over the past three years, due
to spending reductions and gradually improving revenue trends."

California and Texas will remain the dominant cash flow note
issuers, even as the economy improves and other states reduce
their short-term borrowings. Moody's expects California to borrow
at least $10 billion in cash flow notes in fiscal 2013, up from
$6.4 billion in fiscal 2012.

The rating agency expects Texas' fiscal 2013 note issuance to
decline by 4.9% to $9.8 billion from $10.3 billion in fiscal 2012,
which had been a record amount. Texas uses short-term borrowings
even during stable economic times because it heavily front loads
its school aid payments from September through November, the first
three months of the fiscal year, when revenue collections are
weakest.

"States use short-term borrowing as tools to manage the cash flow
mismatch between revenues and expenditures," said Johnson. "Large
revenue streams are usually cyclical while expenditures are
generally more evenly distributed, leading to these mismatches."


* CFPB and DOE Issue Report on Student Loans and Bankruptcy
-----------------------------------------------------------
Michael Bathon, substituting for Bloomberg bankruptcy columnist
Bill Rochelle, reports that the Consumer Financial Protection
Bureau and the U.S. Department of Education came out with a new
report taking aim at the $150 billion private student loan
industry, saying it paralleled the reckless lending that
characterized the subprime housing bubble.  The report's most
controversial suggestion was that Congress reconsider the 2005 law
that excluded student loans from bankruptcy.  Congress had
intended the law to promote more lending and lower interest rates,
but the report says it didn't find strong evidence that those
things actually happened, Bloomberg BusinessWeek reported July 27.


* Creditors May Take Loss in Clearinghouse Failure
--------------------------------------------------
Michael Bathon at Bloomberg News reports that global regulators
said creditors of derivatives clearinghouses should take losses in
the event of a collapse, rather than exhausting the institution's
default funds and plunge it into liquidation.

It may be "preferable to haircut the creditor's claims" even when
there are reserves to fulfill them so that the payments
infrastructure can continue to function, limiting the chance of a
systemic collapse, the Committee on Payment and Settlement Systems
and the International Organization of Securities Commissions said
in a report published July 31, according to the Bloomberg report.

The proposals are part of a global overhaul of rules governing
derivatives contracts, encouraging banks and hedge funds to use
central counterparties and spread the risk of default. Global
regulators have sought tougher rules for over-the-counter
derivatives since the collapse in 2008 of Lehman Brothers Holdings
Inc. and the rescue of American International Group Inc., two of
the largest traders of credit-default swaps.

"The vital role of the financial system's infrastructure makes it
essential that credible recovery plans and resolution regimes
exist," Paul Tucker, deputy governor for financial stability at
the Bank of England said in the statement.

Clearinghouses "need to be a source of strength and continuity for
the financial markets they serve."

Madrid-based IOSCO brings together national market regulators from
more than 100 countries to coordinate rules and share information.
The CPSS, which is part of the Basel, Switzerland-based Bank of
International Settlements, is made up of central bankers from
developed and emerging economies and sets standards for payment,
clearing and settlement systems.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Oliver Wright
   Bankr. W.D. Ark. Case No. 12-72840
      Chapter 11 Petition filed July 24, 2012

In re Holly Fredensburg
   Bankr. C.D. Calif. Case No. 12-18903
      Chapter 11 Petition filed July 24, 2012

In re Tumi Properties LLC
   Bankr. C.D. Calif. Case No. 12-27260
     Chapter 11 Petition filed July 24, 2012
         See http://bankrupt.com/misc/cacb12-27260.pdf
         represented by: Fred S. Pardes, Esq.
                         LAW OFFICES OF FRED S. PARDES APC
                         E-mail: paralegal@fredpardes.com

In re Kurtis Sandhoff
   Bankr. E.D. Calif. Case No. 12-33592
      Chapter 11 Petition filed July 24, 2012

In re Sean Taghani
   Bankr. N.D. Calif. Case No. 12-55478
      Chapter 11 Petition filed July 24, 2012

In re Aircraft Welding & Manufacturing Company, LLC
   Bankr. D. Conn. Case No. 12-21784
     Chapter 11 Petition filed July 24, 2012
         See http://bankrupt.com/misc/ctb12-21784.pdf
         represented by: Jeffrey M. Sklarz, Esq.
                         CONVICER, PERCY & GREEN, LLP
                         E-mail: jsklarz@convicerpercy.com

In re Elvis Cabello
   Bankr. D. Conn. Case No. 12-51384
      Chapter 11 Petition filed July 24, 2012

In re Saffran, LLC
   Bankr. M.D. Fla. Case No. 12-10057
     Chapter 11 Petition filed July 24, 2012
         See http://bankrupt.com/misc/flmb12-10057.pdf
         represented by: Lawrence M. Kosto, Esq.
                         KOSTO & ROTELLA, P.A.
                         E-mail: lkosto@kostoandrotella.com

In re Mora Enterprises, LLC
   Bankr. N.D. Ga. Case No. 12-68343
     Chapter 11 Petition filed July 24, 2012
         See http://bankrupt.com/misc/ganb12-68343.pdf
         represented by: Edward F. Danowitz, Jr., Esq.
                         DANOWITZ & ASSOCIATES, P.C.
                         E-mail: edanowitz@danowitzlegal.com

In re Jeffrey Warren
   Bankr. S.D. Ga. Case No. 12-20816
      Chapter 11 Petition filed July 24, 2012

In re Tucker Inc.
   Bankr. N.D. Ill. Case No. 12-29222
     Chapter 11 Petition filed July 24, 2012
         See http://bankrupt.com/misc/ilnb12-29222.pdf
         represented by: Joseph E. Cohen, Esq.
                         COHEN & KROL
                         E-mail: jcohen@cohenandkrol.com

In re Corbin Bingo Parlor, LLC
   Bankr. E.D. Ky. Case No. 12-60894
     Chapter 11 Petition filed July 24, 2012
         See http://bankrupt.com/misc/kyeb12-60894.pdf
         represented by: David M. Cantor, Esq.
                         SEILLER WATERMAN LLC
                         E-mail: cantor@derbycitylaw.com

In re James "Jay" Williams
   Bankr. E.D. La. Case No. 12-12188
      Chapter 11 Petition filed July 24, 2012

In re L.I.C. Associates, Inc.
        dba Lambert's R.B.D.'s
   Bankr. M.D. La. Case No. 12-11081
     Chapter 11 Petition filed July 24, 2012
         See http://bankrupt.com/misc/lamb12-11081p.pdf
         See http://bankrupt.com/misc/lamb12-11081c.pdf
         represented by: Brandon A. Brown, Esq.
                         STEWART ROBBINS & BROWN, LLC
                         E-mail: bbrown@stewartrobbins.com

In re Mallards Holdings, Inc.
   Bankr. E.D. Mich. Case No. 12-57144
     Chapter 11 Petition filed July 24, 2012
         See http://bankrupt.com/misc/mieb12-57144.pdf
         represented by: Robert N. Bassel, Esq.
                         E-mail: bbassel@gmail.com

In re Mallard Land Holdings, LLC
   Bankr. E.D. Mich. Case No. 12-57145
     Chapter 11 Petition filed July 24, 2012
         See http://bankrupt.com/misc/mieb12-57145.pdf
         represented by: Robert N. Bassel, Esq.
                         E-mail: bbassel@gmail.com

In re Lanphear Tool Works, Inc.
   Bankr. W.D. Mich. Case No. 12-06794
     Chapter 11 Petition filed July 24, 2012
         See http://bankrupt.com/misc/miwb12-06794p.pdf
         See http://bankrupt.com/misc/miwb12-06794c.pdf
         represented by: Robert J. Sayfie, Esq.
                         ROBERT J. SAYFIE, P.C.
                         E-mail: robert@sayfie.com

In re Paul Capito
   Bankr. M.D.N.C. Case No. 12-51041
      Chapter 11 Petition filed July 24, 2012

In re Ron Barshop
   Bankr. W.D. Tex. Case No. 12-52239
      Chapter 11 Petition filed July 24, 2012

In re Uwanta Linen Supply, Inc.
   Bankr. N.D. W.Va. Case No. 12-01013
     Chapter 11 Petition filed July 24, 2012
         See http://bankrupt.com/misc/wvnb12-01013.pdf
         represented by: Martin P. Sheehan, Esq.
                         SHEEHAN & NUGENT, PLLC
                         E-mail: sheehanparalegal@wvdsl.net

In re Arnold Su
   Bankr. C.D. Calif. Case No. 12-27392
      Chapter 11 Petition filed July 25, 2012

In re Edward Fuller
   Bankr. C.D. Calif. Case No. 12-12800
      Chapter 11 Petition filed July 25, 2012

In re Reynol Garcia
   Bankr. E.D. Calif. Case No. 12-92036
      Chapter 11 Petition filed July 25, 2012

In re Mother Earth's Alternative Healing Cooperative, Inc.
        aka Mother Earth
   Bankr. S.D. Calif. Case No. 12-10223
     Chapter 11 Petition filed July 25, 2012
         See http://bankrupt.com/misc/casb12-10223.pdf
         represented by: David L. Speckman, Esq.
                         Speckman & Associates
                         E-mail: speckmanandassociates@gmail.com

In re Donald DeBey
   Bankr. D. Colo. Case No. 12-25497
      Chapter 11 Petition filed July 25, 2012

In re Rams Horn Development, LLC
   Bankr. D. Colo. Case No. 12-25496
     Chapter 11 Petition filed July 25, 2012
         See http://bankrupt.com/misc/cob12-25496p.pdf
         See http://bankrupt.com/misc/cob12-25496c.pdf
         represented by: Jeffrey S. Brinen, Esq.
                         Kutner Miller Brinen, P.C.
                         E-mail: jsb@kutnerlaw.com

In re Island Bound Restaurants, LLC
        dba Hurricane Patty's at Flagler Beach
   Bankr. M.D. Fla. Case No. 12-04830
     Chapter 11 Petition filed July 25, 2012
         See http://bankrupt.com/misc/flmb12-04830.pdf
         represented by: Brett A. Mearkle, Esq.
                         Law Office of Brett A. Mearkle
                         E-mail: bmearkle@mearklelaw.com

In re Yaodi Hu
   Bankr. W.D. Mich. Case No. 12-06821
      Chapter 11 Petition filed July 25, 2012

In re Kevin Meyer
   Bankr. D. Nebr. Case No. 12-81632
      Chapter 11 Petition filed July 25, 2012

In re Antoine Ibrahim
   Bankr. E.D.N.C. Case No. 12-05369
      Chapter 11 Petition filed July 25, 2012

In re Elliott Wislar
   Bankr. D.N.J. Case No. 12-28430
      Chapter 11 Petition filed July 25, 2012

In re Gurus I.T. Services, LLC
   Bankr. D.N.J. Case No. 12-28425
     Chapter 11 Petition filed July 25, 2012
         See http://bankrupt.com/misc/njb12-28425.pdf
         represented by: Robert C. Nisenson, Esq.
                         Robert C. Nisenson, LLC
                         E-mail: rnisenson@aol.com

In re Margate Bachi, LLC
   Bankr. D.N.J. Case No. 12-28442
     Chapter 11 Petition filed July 25, 2012
         See http://bankrupt.com/misc/njb12-28442.pdf
         represented by: Ronald Kinzler, Esq.
                         E-mail: kinzlex@aol.com

In re NKL Enterprises, LLC
   Bankr. E.D.N.Y. Case No. 12-74599
     Chapter 11 Petition filed July 25, 2012
         See http://bankrupt.com/misc/nyeb12-74599.pdf
         Filed pro se

In re Oscar C. Gido, DDS, P.C.
   Bankr. E.D. Pa. Case No. 12-17010
     Chapter 11 Petition filed July 25, 2012
         See http://bankrupt.com/misc/paeb12-17010p.pdf
         See http://bankrupt.com/misc/paeb12-17010c.pdf
         represented by: John R.K. Solt, Esq.
                         John R.K. Solt, P.C.
                         E-mail: jrksolt@verizon.net

In re 222 Riverside Corp.
   Bankr. D.S.C. Case No. 12-04532
     Chapter 11 Petition filed July 25, 2012
         See http://bankrupt.com/misc/scb12-04532.pdf
         represented by: Robert A. Pohl, Esq.
                         POHL, P.A.
                         E-mail: robert@pohlpa.com

In re Margaret Barnes
   Bankr. E.D. Va. Case No. 12-14573
      Chapter 11 Petition filed July 25, 2012


In re Deupree's Gas, Inc.
        dba Deupree's of Sylacauga, Inc.
   Bankr. N.D. Ala. Case No. 12-41400
     Chapter 11 Petition filed July 26, 2012
         See http://bankrupt.com/misc/alnb12-41400p.pdf
         See http://bankrupt.com/misc/alnb12-41400c.pdf
         represented by: Frederick Mott Garfield, Esq.
                         SPAIN & GILLON, LLC
                         E-mail: fmg@spain-gillon.com

In re Claudia Jones
   Bankr. C.D. Calif. Case No. 12-16742
      Chapter 11 Petition filed July 26, 2012

In re Reltub, LLC
        aka Larry L. Butler, Manager
   Bankr. N.D. Calif. Case No. 12-46221
     Chapter 11 Petition filed July 26, 2012
         See http://bankrupt.com/misc/canb12-46221.pdf
         Filed as Pro Se

In re Dana Cabello
   Bankr. N.D. Calif. Case No. 12-46224
      Chapter 11 Petition filed July 26, 2012

In re Stephen Stewart
   Bankr. N.D. Calif. Case No. 12-55550
      Chapter 11 Petition filed July 26, 2012

In re Maria Plandor
   Bankr. S.D. Calif. Case No. 12-10342
      Chapter 11 Petition filed July 26, 2012

In re Big J's Auto Sales, Inc.
   Bankr. M.D. Fla. Case No. 12-10092
     Chapter 11 Petition filed July 26, 2012
         See http://bankrupt.com/misc/flmb12-10092.pdf
         Filed as Pro Se

In re Odyssey Development, LLC
   Bankr. M.D. Fla. Case No. 12-11384
     Chapter 11 Petition filed July 26, 2012
         See http://bankrupt.com/misc/flmb12-11384.pdf
         represented by: Michael C. Markham, Esq.
                         JOHNSON POPE BOKOR RUPPEL & BURNS LLP
                         E-mail: mikem@jpfirm.com

In re Verocity Investments LLC
   Bankr. C.D. Ill. Case No. 12-81714
     Chapter 11 Petition filed July 26, 2012
         See http://bankrupt.com/misc/ilcb12-81714.pdf
         represented by: Philip E. Koenig, Esq.
                         E-mail: marcial@koeniglawfirm.com

In re Burhani Industries, Inc.
   Bankr. N.D. Ill. Case No. 12-29472
     Chapter 11 Petition filed July 26, 2012
         See http://bankrupt.com/misc/ilnb12-29472.pdf
         represented by: Daniel L. Giudice, Esq.
                         GIUDICE LAW, LTD.
                         E-mail: giudicelaw@gmail.com

In re Aniko Insurance Agency, Inc.
   Bankr. D. Mass. Case No. 12-16225
     Chapter 11 Petition filed July 26, 2012
         See http://bankrupt.com/misc/mab12-16225.pdf
         represented by: Timothy M. Mauser
                         LAW OFFICE OF TIMOTHY MAUSER, ESQ.
                         E-mail: tmauser@mauserlaw.com

In re Supope, LLC
   Bankr. W.D. Mich. Case No. 12-06863
     Chapter 11 Petition filed July 26, 2012
         See http://bankrupt.com/misc/miwb12-06863.pdf
         represented by: Steven L. Rayman, Esq.
                         RAYMAN & KNIGHT
                         E-mail: courtmail@raymanstone.com

In re Star EMS
   Bankr. S.D. Tex. Case No. 12-70427
     Chapter 11 Petition filed July 26, 2012
         See http://bankrupt.com/misc/txsb12-70427.pdf
         represented by: Jose Luis Flores, Esq.
                         LAW OFFICE OF JOSE LUIS FLORES
                         E-mail: bklaw@jlfloreslawfirm.com

In re Martin Rutherford
   Bankr. D. Nev. Case No. 12-51748
      Chapter 11 Petition filed July 26, 2012

In re Todd Riddick
   Bankr. D. N.J. Case No. 12-28540
      Chapter 11 Petition filed July 26, 2012

In re Robert Meadows
   Bankr. M.D. Tenn. Case No. 12-06825
      Chapter 11 Petition filed July 26, 2012

In re Woodrow Clayton, Sr.
   Bankr. S.D. Tex. Case No. 12-35507
      Chapter 11 Petition filed July 26, 2012

In re Swadesh Foods LLC
   Bankr. E.D. Va. Case No. 12-14581
     Chapter 11 Petition filed July 26, 2012
         See http://bankrupt.com/misc/vaeb12-14581.pdf
         Filed as Pro Se

In re Lane Scelzi
   Bankr. W.D. Wash. Case No. 12-28540
      Chapter 11 Petition filed July 26, 2012

In re Michael Varick
   Bankr. W.D. Wash. Case No. 12-45207
      Chapter 11 Petition filed July 26, 2012

In re Annary Cheatham
   Bankr. N.D. Ala. Case No. 12-82397
      Chapter 11 Petition filed July 27, 2012

In re J. Sanford
   Bankr.  C.D. Calif. Case No. 12-12836
      Chapter 11 Petition filed July 27, 2012

In re Drugstore Cafe, Inc.
   Bankr. C.D. Calif. Case No. 12-35823
     Chapter 11 Petition filed July 27, 2012
         See http://bankrupt.com/misc/cacb12-35823.pdf
         represented by: Simon Aron, Esq.
                         WOLF, RIFKIN, SHAPIRO & SCHULMAN LLP
                         E-mail: saron@wrslawyers.com

In re Phillip Ramirez
   Bankr. C.D. Calif. Case No. 12-35939
      Chapter 11 Petition filed July 27, 2012

In re Bio Food Safety, Inc.
   Bankr. D. Colo. Case No. 12-25763
     Chapter 11 Petition filed July 27, 2012
         See http://bankrupt.com/misc/cob12-25763.pdf
         represented by: Joli A. Lofstedt, Esq.
                         CONNOLLY, ROSANIA & LOFSTEDT, P.C.
                         E-mail: joli@crlpc.com

In re Jose Sarabia Martinez
   Bankr. D. Colo. Case No. 12-25768
      Chapter 11 Petition filed July 27, 2012

In re Vitaliy Stepanchuk
   Bankr. M.D. Fla. Case No. 12-04892
      Chapter 11 Petition filed July 27, 2012

In re Larry Rule
   Bankr. S.D. Fla. Case No. 12-28079
      Chapter 11 Petition filed July 27, 2012

In re Bernard Brown
   Bankr. N.D. Ga. Case No. 12-42246
      Chapter 11 Petition filed July 27, 2012

In re Louis Lengacher
   Bankr. N.D. Ind. Case No. 12-12512
      Chapter 11 Petition filed July 27, 2012

In re Marek Haczkiewicz
   Bankr. D. Nev. Case No. 12-18796
      Chapter 11 Petition filed July 27, 2012

In re Ready To Close LLC
   Bankr. E.D.N.Y. Case No. 12-45409
     Chapter 11 Petition filed July 26, 2012
         See http://bankrupt.com/misc/nyeb12-45409.pdf
         Filed as Pro Se

In re Ronan O'Neill
   Bankr. S.D.N.Y. Case No. 12-36914
      Chapter 11 Petition filed July 27, 2012

In re Wallace Road, LLC
   Bankr. W.D.N.C. Case No. 12-31811
     Chapter 11 Petition filed July 27, 2012
         See http://bankrupt.com/misc/ncwb12-31811.pdf
         represented by: William S. Gardner, Esq.
                         GARDNER LAW OFFICES, PLLC
                         E-mail: Billgardner@gardnerlawoffices.com

In re Preferred Drilling Co., LLC
        fka Direct Drilling Co., LLC
   Bankr. N.D. Ohio Case No. 12-15510
     Chapter 11 Petition filed July 27, 2012
         See http://bankrupt.com/misc/ohnb12-15510.pdf
         represented by: Frederic P Schwieg
                         E-mail: fschwieg@schwieglaw.com

In re John Lyons
   Bankr. N.D. Ohio Case No. 12-41843
      Chapter 11 Petition filed July 27, 2012

In re Vapis Corporation
        dba TCBY
   Bankr. S.D. Tex. Case No. 12-35524
     Chapter 11 Petition filed July 27, 2012
         See http://bankrupt.com/misc/txsb12-35524.pdf
         represented by: Donald L Wyatt
                         WYATT GRACEY, PC
                         E-mail: don.wyatt@wyatt-gracey.com

In re AKA Partners, Inc.
   Bankr. S.D. Tex. Case No. 12-35525
     Chapter 11 Petition filed July 27, 2012
         See http://bankrupt.com/misc/txsb12-35525.pdf
         represented by: Samuel L. Milledge, Esq.
                         MILLEDGE LAW FIRM, P.C.
                         E-mail: milledge@milledgelawfirm.com

In re South County Plumbing Inc.
   Bankr. W.D. Wash. Case No. 12-17791
     Chapter 11 Petition filed July 27, 2012
         Filed as Pro Se

In re Little Joe Trucking, Inc.
   Bankr. S.D. W. Va. Case No. 12-20492
     Chapter 11 Petition filed July 27, 2012
         See http://bankrupt.com/misc/wvsb12-20492.pdf
         represented by: Joseph W. Caldwell, Esq.
                         CALDWELL & RIFFEE
                         E-mail: joecaldwell@frontier.com

                                - and ?

                         Marshall C. Spradling, Esq.
                         E-mail: marshall@spradlinglaw.net

In re Grace Child Development Center, Inc.
   Bankr. D. Md. Case No. 12-23928
     Chapter 11 Petition filed July 29, 2012
         See http://bankrupt.com/misc/mdb12-23928.pdf
         represented by: Charles C. Iweanoge, Esq.
                         The Iweanoges' Firm, PC
                         E-mail: cci@iweanogesfirm.com

In re Jeremy McClain
   Bankr. S.D. Ala. Case No. 12-02608
      Chapter 11 Petition filed July 30, 2012

In re William Beddie
   Bankr. E.D. Calif. Case No. 12-33885
      Chapter 11 Petition filed July 30, 2012

In re Wilfredo Miclat
   Bankr. N.D. Calif. Case No. 12-46314
      Chapter 11 Petition filed July 30, 2012

In re Bryan Maltby
   Bankr. S.D. Calif. Case No. 12-10483
      Chapter 11 Petition filed July 30, 2012

In re James Rogers
   Bankr. N.D. Fla. Case No. 12-40499
      Chapter 11 Petition filed July 30, 2012

In re Michael Rule
   Bankr. N.D. Ill. Case No. 12-30175
      Chapter 11 Petition filed July 30, 2012

In re Sams Holdings, LLC
   Bankr. W.D. Ky. Case No. 12-11048
     Chapter 11 Petition filed July 30, 2012
         See http://bankrupt.com/misc/kywb12-11048.pdf
         represented by: Mark H. Flener, Esq.
                         E-mail: mark@flenerlaw.com

In re Brett Davis
   Bankr. D. Maine Case No. 12-10889
      Chapter 11 Petition filed July 30, 2012

In re Douglas Roe
   Bankr. E.D. Mich. Case No. 12-57538
      Chapter 11 Petition filed July 30, 2012

In re Richard Roe
   Bankr. E.D. Mich. Case No. 12-57537
      Chapter 11 Petition filed July 30, 2012

In re Roe Brothers, Inc.
   Bankr. E.D. Mich. Case No. 12-57536
     Chapter 11 Petition filed July 30, 2012
         See http://bankrupt.com/misc/mieb12-57536p.pdf
         See http://bankrupt.com/misc/mieb12-57536c.pdf
         represented by: Donald C. Darnell, Esq.
                         Darnell Law Offices
                         E-mail: dondarnell@darnell-law.com

In re Harry Stovall
   Bankr. E.D.N.C. Case No. 12-05477
      Chapter 11 Petition filed July 30, 2012

In re Thomas Ormond
   Bankr. E.D.N.C. Case No. 12-05477
      Chapter 11 Petition filed July 30, 2012

In re 35 Orange Street, LLC
   Bankr. D.N.H. Case No. 12-12422
     Chapter 11 Petition filed July 30, 2012
         See http://bankrupt.com/misc/nhb12-12422.pdf
         represented by: Robert L. O'Brien, Esq.
                         O'Brien Law
                         E-mail: roboecf@gmail.com

In re Arbesa Rest. Corp.
        dba Nino's Tuscany Steakhouse
   Bankr. S.D.N.Y. Case No. 12-13259
     Chapter 11 Petition filed July 30, 2012
         See http://bankrupt.com/misc/nysb12-13259.pdf
         represented by: Salvatore J. Liga, Esq.
                         The Liga Law Group, P.C.
                         E-mail: sliga@ligalaw.com

In re Pietro Mellampe
   Bankr. S.D.N.Y. Case No. 12-13258
      Chapter 11 Petition filed July 30, 2012

In re Blue River Canyon, Inc.
        dba Blue River Canyon Day Spa & Store
   Bankr. M.D. Tenn. Case No. 12-06936
     Chapter 11 Petition filed July 30, 2012
         See http://bankrupt.com/misc/tnmb12-06936.pdf
         represented by: Steven L. Lefkovitz, Esq.
                         Law Offices Lefkovitz & Lefkovitz
                         E-mail: slefkovitz@lefkovitz.com

In re Stafford EMS, Inc.
   Bankr. S.D. W.Va. Case No. 12-20499
     Chapter 11 Petition filed July 30, 2012
         See http://bankrupt.com/misc/wvsb12-20499.pdf
         represented by: Joseph W. Caldwell, Esq.
                         Caldwell & Riffee
                         E-mail: joecaldwell@frontier.com

In re Jan Schmalenberg
   Bankr. W.D. Wash. Case No. 12-45274
      Chapter 11 Petition filed July 30, 2012

In re Scott Breunig
   Bankr. W.D. Wis. Case No. 12-14327
      Chapter 11 Petition filed July 30, 2012



                            *********

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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