TCR_Public/120814.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, August 14, 2012, Vol. 16, No. 225

                            Headlines


1080 UTICA: Voluntary Chapter 11 Case Summary
122 FIRST: Case Summary & 20 Largest Unsecured Creditors
A123 SYSTEMS: Net Loss Widens to $82.9-Mil. in Q2 of 2012
ACCREDITED MEMBERS: Alcoy Int'l Discloses 25.4% Equity Stake
ADVANCED COMPUTER: Banco Bilbao Opposes Cash Collateral Use

ALLISON TRANSMISSION: Moody's Rates $500MM Sr. Secured Loan 'Ba3'
ALLISON TRANSMISSION: S&P Rates New $500-Mil. Term Loan 'BB-'
AMBAC FINANCIAL: Incurs $813.3 Million Net Loss in Second Quarter
AMCARE HEALTH: Returns 15.3MM to Oklahoma Hospital and Doctors
AMERICA'S SUPPLIERS: Reports Net Income of $95,800 in 2nd Quarter

AMERICAN AIRLINES: MCM Drops Motion on "Forward Contract"
AMERICAN AIRLINES: Wayne County Authority Set-Off Approved
AMERICAN AIRLINES: Grants Adequate Protection to Finance Parties
AMERICAN AIRLINES: Faces $162.4-Mil. in Civil Penalties
AMERICAN DIAGNOSTIC: Court Confirms Reorganization Plan

AMERICAN NATURAL: TCA Global Discloses 9.3% Equity Stake
ANCHOR BANCORP: Incurs $3.4 Million Net Loss in Fiscal Q1
APPLETON PAPERS: Files Form 10-Q, Incurs $48.8MM Net Loss in Q2
APPLIED MINERALS: Delays Form 10-Q for Second Quarter
ATP OIL: Preparing for Bankruptcy; In Talks for $600MM Loan

ATTACK ATHLETICS: Appeals Dismissal of Chapter 11 Case
AVED GROUP: Case Summary & 9 Unsecured Creditors
BAKERSFIELD GROVE: Receiver Has Access to Cash Collateral
BALLANTYNE RE: Fitch Affirms Junk Ratings on Three Note Classes
BANKATLANTIC BANCORP: Appoints John Grelle as CFO and PAO

BATAA/KIERLAND: Plan Confirmed But JPMCC Still Has Objections
BEAZER HOMES: CEO Nick Jensen Resigns; Kevin Cook Takes Over
BEAZER HOMES: Closing of Citibank Credit Pact Moved to Sept. 30
BECKER LANE: Voluntary Chapter 11 Case Summary
BERKELEY COFFEE: Recurring Losses Cue Going Concern Doubt

BIOCORAL INC: Delays Form 10-Q for Second Quarter
BIOLASE INC: Had $1.9 Million Net Loss in Second Quarter
BION ENVIRONMENTAL: Announces Approval of New Canadian Patent
BIOFUEL ENERGY: Incurs $12.4 Million Net Loss in Second Quarter
BLUE RAVEN: May be Converted to Chapter 7 Today

BON-TON STORES: FMR LLC Discloses 11.7% Equity Stake
BROADVIEW NETWORKS: High River Urges Vote Against Broadview Swap
BUSICK INSULATED: Case Summary & 12 Unsecured Creditors
CAMBIUM LEARNING: Moody's Cuts CFR to 'B3'; Outlook Remains Neg.
CAPITOL BANCORP: Incurs $10.6 Million Net Loss in Second Quarter

CAPITOL CITY: Amends First Quarter Form 10-Q
CEL-SCI CORP: Had $835,400 Net Loss in June 30 Quarter
CENTRAL EUROPEAN: To Restate 2010 and 2011 Periodic Reports
CINRAM INT'L: Has $91.8-Mil. Net Loss in Second Quarter
CHABAD HOUSE: Case Summary & 3 Unsecured Creditors

CHINA BAK BATTERY: Posts $27.6 Million Net Loss in June 30 Quarter
CITY NATIONAL: Suspending Filing of Reports with SEC
COMPLETE GENOMICS: Posts $18.8 Million Net Loss in Second Quarter
COMSTOCK MINING: Longview Fund Discloses 6.2% Equity Stake
CONVERTED ORGANICS: Incurs $1.6 Million Net Loss in 2nd Quarter

CUMULUS MEDIA: Reports $8.1 Million Net Income in Second Quarter
DEAN FOODS: S&P Affirms 'B+' Corp. Credit Rating; Outlook Positive
DEEP DOWN: Reports $639,000 Net Income in Second Quarter
DELTA PETROLEUM: Interior Department Has Plan Objections
DEWEY & LEBOEUF: BALC Wants Stay Lifted on Non-Wind-Down Property

DEWEY & LEBOEUF: Theirhoff OK'd as German Wind Down Counsel
DEX ONE: Regains Compliance with NYSE's $1.00 Closing Price Rule
DIALOGIC INC: Incurs $18 Million Net Loss in Second Quarter
DIGITALGLOBE INC: S&P Affirms 'BB' CCR on GeoEye Acquisition
DUNE ENERGY: Midyear Proved Reserves Increased by 21.5%

EASTMAN KODAK: Delays Announcement of Auction Results
ECOSPHERE TECHNOLOGIES: Files Form 10-Q, Posts $920K Income in Q2
EDIETS.COM INC: Sells Corporate Services Business to Nutrio LLC
EDISON MISSION: Moody's Cuts Rating on Sr. Unsec. Notes to 'Ca'
EMMIS COMMUNICATIONS: FM Station Purchase Price Reverts to $110MM

ENERGY FUTURE: Prices Private Placement of Senior Secured Notes
ENERGY FUTURE: Intends to Offer $750 Million Sr. Secured Notes
EPICEPT CORP: Reports $2.9 Million Net Income in Second Quarter
ESSEX PORTFOLIO: Fitch Assigns 'BB+' Preferred Stock Rating
EURAMAX INTERNATIONAL: Incurs $15.6-Mil. 2nd Quarter Net Loss

FENTURA FINANCIAL: To Cease Filing Periodic Reports with SEC
FIRST NATIONAL: Posts $335,000 Net Loss in 2011
FIRST SECURITY: Incurs $7.3 Million Net Loss in Second Quarter
FLURIDA GROUP: Reports $16,325 Net Income in Second Quarter
FNB UNITED: Incurs $18.1 Million Net Loss in Second Quarter

FORD MOTOR: S&P Affirms 'BB+' Corp. Credit Rating; Outlook Pos
FTMI REAL ESTATE: Updated Case Summary & Creditors Lists
GENERAL MARITIME: Suspending Filing of Reports with SEC
GEOKINETICS INC: Had $27.5 Million Net Loss in Second Quarter
GEOMET INC: Amends Credit Agreement with Bank of America

GMX RESOURCES: Incurs $103.3 Million Net Loss in Second Quarter
GMX RESOURCES: Has Exchange Offers for Convertible Senior Notes
HANMI FINANCIAL: Files Form 10-Q, Posts $55.7MM Income in Q2
H&P INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
HARBORSIDE 17: Wants Access to Lender's Cash Collateral

HARBORSIDE 17: Files Schedules of Assets and Liabilities
HUB INT'L: Incremental Term Loan No Impact on Moody's B3 CFR/PDR
INOVA TECHNOLOGY: Amends 375 Million Common Shares Offering
INTERLEUKIN GENETICS: Mary Chowning Elected to Board of Directors
INTERNATIONAL MEDIA: OK'd to Use NRJ II's Cash for 401(k) Loans

IVANHOE ENERGY: Posts $4.7 Million Net Loss in Second Quarter
JAMES RIVER: Incurs $25.7 Million Net Loss in Second Quarter
JBI INC: Had $4.0 Million Net Loss in Second Quarter
JC PENNEY: Moody's Lowers Corp. Family Rating to 'Ba3'
JONES SODA: Had $459,000 Net Loss in Second Quarter

K-V PHARMACEUTICAL: Receives Interim Approval to Use Cash
KINDER MORGAN: S&P Keeps 'BB' Issuer Credit Rating
KNIGHT CAPITAL: Pre-Tax Earnings Down 81.8% in Q2 2012 vs Q2 2011
KNIGHT CAPITAL: Files Form 10-Q, Reports $3.3MM Net Income in Q2
KOPPERS INC: S&P Affirms 'BB-' Corp. Credit Rating; Outlook Stable

LA JOLLA: Incurs $7.7 Million Net Loss in Second Quarter
LANDMARK MEDICAL: RI Seeking Court Order for $5 Million Payment
LAS VEGAS RAILWAY: Posts $90,500 Net Loss in June 30 Quarter
LEHMAN BROTHERS: WL Ross to Take Majority Stake in Navigator
LEVEL 3: Borrowings Under Existing Credit Pact Hiked By $1.4BB

LSP ENERGY: Court OKs PA Consulting as Energy Expert Advisor
MERRIMACK PHARMACEUTICALS: Incurs $20.1 Million Net Loss in Q2
MF GLOBAL: Judge Approves Deal Between CME Group & Trustee
MGM RESORTS: Files Form 10-Q, Incurs $145.4MM Net Loss in Q2
MICHIGAN FINANCE: Moody's Retains Review on 'Caa1' Debt Rating

MILESTONE SCIENTIFIC: Incurs $164,000 Net Loss in Second Quarter
MORGAN INDUSTRIES: Boatmaker Sells Most Assets for $2.5 Million
MOUNTAIN PROVINCE: Incurs C$4 Million Net Loss in Second Quarter
MPG OFFICE: Files Form 10-Q; Posts $80.2MM Net Income in 2nd Qtr.
NAVISTAR INT'L: Moody's Rates $1-Bil. Sr. Secured Term Loan 'Ba2'

NET ELEMENT: Incurs $2.1 Million Net Loss in Second Quarter
NEW WESTERN ENERGY: Has $110,400 Net Loss in Second Quarter
NEXTWAVE WIRELESS: Polygon Management Holds 12.4% Equity Stake
NEXTWAVE WIRELESS: Avenue Capital Discloses 24.9% Equity Stake
NORTHAMPTON GENERATING: Cash Collateral Use Extended to Sept. 14

ODYSSEY DIVERSIFIED: Case Summary & Largest Unsecured Creditor
ORAGENICS INC: Had $6.93 Million Net Loss in Second Quarter
PARADOR VISTAMAR: Case Summary & 14 Unsecured Creditors
PASCO COUNTY: Moody's Confirms Ba3 Rating on Mortgage Rev. Bonds
PASSIONATE PET: Nevada Holding Company Has Not Filed Bankruptcy

PATIENT SAFETY: Incurs $656,900 Net Loss in Second Quarter
PATRIOT COAL: Incurs $354.3 Million Net Loss in Second Quarter
PEAK RESORTS: Wants to Hire Harris Beach as Bankruptcy Counsel
PEAK RESORTS: FDIC Loan Requires Plan or Sale Offer by Yearend
PEMCO WORLD: Sun Capital Authorized to Buy Assets in Debt Swap

PEREGRINE DEVELOPMENT: Oct. 4 Hearing on Plan, Conversion Bid
PEREGRINE FINANCIAL: Wasendorf Indicted, Faces 155 Yrs in Prison
PETER DEHAAN: Can Access Northwest Farm Credit Cash Collateral
PHH CORP: Fitch to Rate $275-Mil. Sr. Unsecured Notes at 'BB'
PHYSICAL PROPERTY: Has HK$175,000 Net Loss in Second Quarter

PINNACLE AIRLINES: AFA Replaces United Steelworkers in Committee
PLAYPOWER HOLDINGS: S&P Cuts CCR to 'B-' on Weak Credit Measures
PLY GEM HOLDINGS: Posts $5.2 Million Net Income in Second Quarter
PONCE TRUST: Amends Plan and Disclosure Statement
PONTIAC, MI: Moody's Assigns 'Caa1' Issuer Rating

POWERWAVE TECHNOLOGIES: Has $42.5-Mil. Net Loss in Second Quarter
PROTEONOMIX INC: Thomas Monahan Succeeds Michael Cohen as CFO
PROVIDIAN REALTY: Case Summary & 2 Unsecured Creditors
QUALITY DISTRIBUTION: Files Form 10-Q; Posts $28.8MM Income in Q2
QUANTUM CORP: Files Form 10-Q; Incurs $17.5MM Loss in Fiscal Q1

QUANTUM FUEL: Incurs $7.1 Million Net Loss in Second Quarter
R.W.S. ENTERPRISES: Case Summary & 3 Largest Unsecured Creditors
RESIDENTIAL CAPITAL: Aurora Bank Fails in Bid to Lift Stay
RESIDENTIAL CAPITAL: Gilberts Fail to Dismiss ResCap Case
RESIDENTIAL CAPITAL: RBS Wants Stay Relief to Foreclose on Asset

RESIDENTIAL CAPITAL: U.S. Bank Seeks Stay Relief to Foreclose
RESPONSE BIOMEDICAL: Had C$2.4 Million Net Loss in Second Quarter
RG STEEL: Authorized to Sell Two Plans for $22 Million
RG STEEL: Sells Sparrows Point Mill to Hilco for $72-Mil.
RITZ CAMERA: Wins OK for KCC to Provide Administrative Services

RITZ CAMERA: Cole Schotz Approved as Bankruptcy Counsel
RITZ CAMERA: Committee Taps Cooley LLP as Lead Bankruptcy Counsel
RITZ CAMERA: Committee Taps Richards Layton as Delaware Counsel
ROBLEX AVIATION: Case Summary & 11 Unsecured Creditors
ROC FINANCE: Moody's Affirms 'B3' CFR; Outlook Stable

ROCKWOOD SPECIALTIES: Moody's Raises CFR to Ba1; Outlook Stable
ROTECH HEALTHCARE: Incurs $13.6-Mil. Net Loss in Second Quarter
ROTECH HEALTHCARE: David Meador Named Chief Financial Officer
RT MIDWEST: Ruby Tuesday Moves to Bid on Franchisee Locations
RYLAND GROUP: Invesco Ltd. Lowers Equity Stake to 4.9%

SABRE INDUSTRIES: S&P Assigns 'B+' Corporate Credit Rating
SEALED AIR: S&P Cuts Corp. Credit Rating to 'BB-'; Outlook Stable
SHANNON TERRACE: Case Summary & 3 Unsecured Creditors
SHERIDAN GROUP: Incurs $15,338 Net Loss in Second Quarter
SKINNY NUTRITIONAL: Withdraws Series A Certificate of Designation

SOLUTIA INC: S&P Wthdraws 'BB' CCR on Eastman Chemical Acquisition
SOMAXON PHARMA: Posts $2.2 Million Net Loss in Second Quarter
SOUTHERN OAKS: Exclusive Plan Filing Period Extended to Aug. 28
SPEEDEMISSIONS INC: Had $75,967 Net Loss in Second Quarter
SPRINT NEXTEL: Offering $1.5 Billion of 7.000% Notes

STEREOTAXIS INC: Files Form 10-Q; Posts $2.8MM Net Income in Q2
T3 MOTION: Rod Keller Appointed to Board of Directors
TELECONNECT INC: Kees Lenselink Resigns from Board of Directors
TELIK INC: Had $2.05 Million Net Loss in Second Quarter
THOMPSON CREEK: S&P Lowers CCR to 'CCC+' on Weak Performance

TITAN PHARMACEUTICALS: Incurs $1.7MM Net Loss in Second Quarter
TOLLAND PARTNERS: Voluntary Chapter 11 Case Summary
TRANS-LUX CORP: Phases Out Executive Vice President Position
TRANSWITCH CORPORATION: Has $6 Million Net Loss in Second Quarter
TRAVELPORT HOLDINGS: Files Form 10-Q; Incurs $20MM Loss in Q2

TRI-VALLEY CORP: Meeting to Form Panel Set for Aug. 20
TRIAD GROUP: Case Summary & 20 Largest Unsecured Creditors
UNI-PIXEL INC: Selling 3 Million Common Shares at $5.25 Apiece
UNIGENE LABORATORIES: Incurs $5.4 Million Net Loss in 2nd Quarter
US FIDELIS: Judge to Confirm Committee's Liquidating Plan

USI HOLDINGS: Moody's Rates $10MM Incremental Term Loan 'B1'
USI HOLDINGS: S&P Rates $100MM Incremental Sr. Sec. Term Loan 'B'
VALENCE TECHNOLOGY: Incurs $3.8-Mil. Net Loss in June 30 Quarter
VERENIUM CORP: BlackRock Discloses 4.9% Equity Stake
VISUALANT INCORPORATED: Had $737,600 Net Loss in June 30 Quarter

WARNER MUSIC: Incurs $32 Million Net Loss in Fiscal Q3
WARNKE-LOMBARD: Case Summary & 24 Largest Unsecured Creditors
WARNKE-MCDONALD: Case Summary & 24 Largest Unsecured Creditors
WAVE SYSTEMS: Incurs $6.5 Million Net Loss in Second Quarter
WEST CORP: Moody's Affirms Ba3 Rating on Upsized Credit Facility

WEST CORP: S&P Cuts Senior Debt Rating to 'B+' on Term Loan Upsize
WESTMORELAND COAL: Files Form 10-Q; Incurs $13.6-Mil. Loss in Q2
WPCS INTERNATIONAL: To Transfer Trading to NASDAQ Capital
ZALE CORP: BlackRock Discloses 3.8% Equity Stake
ZHONE TECHNOLOGIES: Posts $2.1 Million Net Loss in Second Quarter

ZOGENIX INC: Files Form 10-Q; Incurs $17.2-Mil. Net Loss in Q2
ZOGENIX INC: Federated Investors Discloses 28.4% Equity Stake

* Fitch Expands Debt Instrument Ratings to Rating Scale
* S&P Says Corporate Default Rate to Rise 3.7% in 2013 Q2

* Bankruptcy Lawyer Permanently Disbarred in Alabama

* Circuit Court Gives Broad Interpretation to Exemption

* Large Companies With Insolvent Balance Sheet

                            *********

1080 UTICA: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: 1080 Utica LLC
        775 Flatbush Avenue, Ground Floor
        Brooklyn, NY 11226

Bankruptcy Case No.: 12-45820

Chapter 11 Petition Date: August 9, 2012

Court: U.S. Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Jerome Feller

Debtor's Counsel: Bruce Weiner, Esq.
                  ROSENBERG MUSSO & WEINER LLP
                  26 Court Street, Suite 2211
                  Brooklyn, NY 11242
                  Tel: (718) 855-6840
                  Fax: (718) 625-1966
                  E-mail: rmwlaw@att.net

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

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

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

The petition was signed by Neville Patterson, managing member.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
1210 Utica Avenue Realty Corp.        07-42474                  --


122 FIRST: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: 122 First Pizza Inc.
        aka 137 Beach Corp.
        122 First Avenue
        New York, NY 10009

Bankruptcy Case No.: 12-13403

Chapter 11 Petition Date: August 9, 2012

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

Debtor's Counsel: Jonathan S. Pasternak, Esq.
                  RATTET PASTERNAK, LLP
                  550 Mamaroneck Avenue, Suite 510
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406
                  E-mail: jsp@rattetlaw.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/nysb12-13403.pdf

The petition was signed by James McGown, president.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
East River Mortgage Corp.             12-10861            03/02/12


A123 SYSTEMS: Net Loss Widens to $82.9-Mil. in Q2 of 2012
---------------------------------------------------------
A123 Systems, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $82.89 million on $16.98 million of total
revenue for the three months ended June 30, 2012, compared with a
net loss of $55.39 million on $36.35 million of total revenue for
the comparable period a year earlier.

For the six months ended June 30, 2012, the Company reported a net
loss of $207.93 million on $27.87 million of revenue, compared
with a net loss of $109.06 million on $54.45 million of revenue
for the same period of 2011.

Product revenue for the three months ended June 30, 2012,
decreased $18.08 million, or 61.1%, from the same period a year
ago, while services revenue decreased $1.29 million, or 19.0%,
from the same period a year ago.

Product revenue for the six months ended June 30, 2012, decreased
$26.24 million, or 58.3%, from the same period a year ago, while
services revenue decreased $341,000, or 3.6%, from the same period
a year ago.

The Company's balance sheet at June 30, 2012, showed
$494.97 million in total assets, $388.00 million in total
liabilities, and stockholders' equity of $106.97 million.

The Company said, "We have incurred significant net losses and
negative operating cash flows since inception.  At June 30, 2012,
we had an accumulated deficit of $856.9 million, including a
$207.9 million net loss incurred for the six months ended June 30,
2012.  We had $47.7 million in cash and cash equivalents at
June 30, 2012, down from $186.9 million at Dec. 31, 2011."

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

"On May 11, 2012, we amended our revolving credit facility with
our lead bank.  This amendment eliminated the borrowing facility
and provided for up to $15.0 million as security for letters of
credit.  All outstanding letters of credit are required to be cash
collateralized at 105% of their face amount.  At June 30, 2012, we
had $10.8 million of restricted cash to collateralize primarily
the outstanding letters of credit."

"At June 30, 2012, we had $47.7 million of cash and cash
equivalents.  Additionally, $30.0 million of cash was released
from restricted cash on July 6, 2012.  Our credit facility and the
2013 Senior Notes contain a covenant requiring us to maintain an
unrestricted cash balance of at least $40.0 million.  During the
six months ended June 30, 2012, we used on average $18.0 million
to $25.0 million per month in net operating and investing cash
flows.  Based on our historical use of cash, we expect our cash
balance to fall below this required minimum by the end of
August 2012."

"The above circumstances, along with our history and near term
forecast of incurring significant net losses and negative
operating cash flows, raise substantial doubt on our ability to
continue as a going concern."

The Company is currently in discussions with the holders of the
2013 Senior Notes and its lead bank that holds the revolving
credit facility to modify the respective agreements to reduce the
minimum unrestricted cash balance from $40.0 million to a lower
amount.

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

                       http://is.gd/3EeW90

A123 Systems, Inc., which has corporate offices in Waltham,
Massachusetts, designs, develops, manufactures and sells advanced
rechargeable lithium-ion batteries and battery systems and
provides research and development services to government agencies
and commercial customers.


ACCREDITED MEMBERS: Alcoy Int'l Discloses 25.4% Equity Stake
------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Alcoy International disclosed that, as of July 25,
2012, it beneficially owns 30,647,636 shares of common stock of
Hangover Joe's Holding Corporation, formerly known as Accredited
Members Holding Corporation, representing 25.47% of the shares
outstanding.  A copy of the filing is available for free at
http://is.gd/DR2hsZ

                     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 COMPUTER: Banco Bilbao Opposes Cash Collateral Use
-----------------------------------------------------------
Banco Bilbao Vizcaya Argentaria Puerto Rico last month filed a
motion asking the bankruptcy judge to prohibit Advanced Computer
Technology Inc. from using cash that representing collateral for
credit provided by the bank.  The bank said that the Debtor has
not responded to its communications to explore the terms and
conditions for the interim use of cash collateral.

Banco Bilbao is represented by:

         William Santiago-Sastre, Esq.
         DE DIEGO LAW OFFICES, PSC
         PO BOX 79552, Carolina, PR 00984-9552
         Tel: 787-622-3939
         Fax: 787- 622-3941
         E-mail: wssbankruptcy@gmail.com

                      About Advanced Computer

San Juan, Puerto Rico-based Advanced Computer Technology, Inc.,
filed a Chapter 11 petition (Bankr. D.P.R. Case No. 12-04454) in
Old San Juan on June 6, 2012.  The Debtor, an information system
consulting firm, disclosed $10.34 million in assets and $6.176
million in liabilities in its schedules.  It said software and
licenses rights are worth $6.30 million.  The value of its 100%
ownership of Sprinter Solutions, Inc., is unknown.

Bankruptcy Judge Brian K. Tester presides over the case.  Charles
Alfred Cuprill, PSC Law Office, serves as the Debtor's counsel.
The petition was signed by Osvaldo Karuzic, chief executive
officer.


ALLISON TRANSMISSION: Moody's Rates $500MM Sr. Secured Loan 'Ba3'
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Allison
Transmission, Inc.'s (Allison) new $500 million senior secured
term loan B-3 facility. In a related action Moody's affirmed
Allison's Corporate Family and Probability of Default Ratings at
B1, and affirmed the ratings of the company's existing senior
secured bank debt and senior unsecured notes at Ba3 and B3,
respectively. The proceeds from the new term loan B-3 facility
will be used to refinance a portion of the company existing senior
secured term loan B-1 facility due 2014 and thereby extend the
maturity of this refinanced portion to 2019. The Speculative Grade
Liquidity Rating also was affirmed at SGL-2. The rating outlook is
stable.

Rating assigned:

New senior secured term loan B-3 due 2019, Ba3 (LGD3, 42%);

Ratings affirmed:

Corporate Family rating, at B1;

Probability of Default rating, at B1;

Senior secured revolving credit facility due 2014, at Ba3 (LGD3,
42%);

Remaining senior secured term loan B-1 due 2014, at Ba3 (LGD3,
42%);

Existing senior secured term loan B-2 due 2017, at Ba3 (LGD3,
42%);

7.125% Senior Notes due 2019, at B3 (LGD6, 92%);

Speculative Grade Liquidity Rating, SGL- 2

Ratings Rationale

Allison's B1 Corporate Family Rating incorporates the combination
of the company's high leverage and strong competitive position as
the leader in manufacturing commercial vehicle fully automatic
transmissions. Allison has been a consistent generator of free
cash flow over the recent years and has used cash balances to
reduce debt. The company is the largest provider of fully
automatic transmissions for Class 4 through 8 commercial vehicles
in North America. Allison's diverse end-markets include largely
non long-haul highway truck markets, buses, motor homes, off-
highway markets, and military vehicles. This diversity has helped
to mitigate slowing demand from the company's municipal government
and off-highway markets.

The stable outlook continues to incorporate Allison's strong
competitive position as a supplier of fully automatic
transmissions and strong profit margins. The company's credit
metrics should continue to support the assigned rating as the pace
of growth in commercial vehicle unit volumes in North America
gradually improves.

Allison's SGL-2 Speculative Grade liquidity rating continues to
reflect Moody's expectation of a good liquidity profile supported
by free cash flow generation over the next twelve months and
availability under the $400 million revolving credit facility due
August 2014. Moody's expects Allison to be free cash flow positive
over the next twelve months, consistent with trends over the
recent years. The company's strong profit margins should more than
support higher levels of capital expenditures and modest required
amortization of $8 million under the term loan B-2 under over the
coming twelve months. Liquidity also is supported by $371.7
million of availability, net of $28.3 million of issued letter of
credit, under the revolving credit facility as of June 30, 2012.
Cash balances as of June 30, 2012 were $112.1 million. The
principal financial covenant is a total senior secured leverage
ratio test which is set at 5.5x for the duration of the facility.
As of June 30, 2012 the test measured 3.19x. The company is
expected to have ample covenant cushion over the near-term to
maintain operating flexibility.

The rating or outlook would be favorably affected if Debt/EBITDA
approaches 3.5x or if further improvement in margins results in
EBITA/Interest being consistently above 3.5x.

The rating or rating outlook would be adversely impacted if
renewed economic pressures or an inability to contain costs were
to result in a deterioration in EBIT margins below 17%, if for any
reason EBITA/Interests were to fall back below 2.0x, if
Debt/EBITDA were to increase above 5.0x, or if the company's
liquidity profile were to weaken.

The principal methodology used in rating Allison Transmission,
Inc. 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.

Allison Transmission, Inc., headquartered in Indianapolis, IN,
designs and manufactures fully automatic transmissions for
commercial and military vehicles. Revenues in 2011 were roughly
$2.2 billion. Allison is a public company, owned primarily by
affiliates of The Carlyle Group, and affiliates of Onex
Corporation. Allison is a public company, owned primarily by
affiliates of The Carlyle Group, and affiliates of Onex
Corporation.


ALLISON TRANSMISSION: S&P Rates New $500-Mil. Term Loan 'BB-'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' senior
secured debt rating to Indianapolis-based global commercial-
vehicle component supplier Allison Transmission Inc.'s new $500
million term loan due August 2019. "The new term loan (B-3
tranche) would refinance a portion of its original $3.1 billion
secured term loan facility due in August 2014. In March 2012,
Allison entered into an amendment to extend the maturity of $801.1
million in principal amount of this term loan to August 2017 from
August 2014. The recovery rating on the new term loan is '2', the
same as the existing facility, indicating our expectation of
substantial recovery (70%-90%) to debtholders in the event of a
default," S&P said.

"We expect this transaction to be essentially leverage neutral as
the company will use proceeds to refinance existing debt. As such,
we estimate the company's debt to EBITDA leverage will remain
relatively unchanged. Allison's leverage has consistently improved
over the past year (4.3x as of June, 30 2012, compared with 5x at
year-end 2011 and 6.2x as of March 31, 2011), but, absent any
meaningful debt reduction, we believe it will remain between 4x
and 4.5x until end-market demand rebounds more strongly. The
company had about $3 billion of reported debt outstanding as of
June 30, 2012," S&P said.

"Our 'B+' corporate credit rating on Allison incorporates our
assessment of its financial risk profile as 'aggressive,' with
positive cash flow generation prospects over the next two years.
We view the company's business risk profile as 'fair,' reflecting
good profitability prospects (adjusted EBITDA margins of above
33%) and a strong market share (which we expect to persist for the
next several years) as a supplier of fully automatic transmissions
for a wide range of commercial vehicles, a fairly cyclical
business," S&P said.

RATINGS LIST

Allison Transmission Inc.
Corporate Credit Rating         B+/Stable/--

New Rating

Allison Transmission Inc.
$500 mil. term loan due 2019    BB-
  Recovery Rating                2


AMBAC FINANCIAL: Incurs $813.3 Million Net Loss in Second Quarter
-----------------------------------------------------------------
Ambac Financial Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $813.35 million on $5.96 million of total revenues
before expenses and reorganization items for the three months
ended June 30, 2012, compared with a net loss of $102.41 million
on $148.19 million of total revenues before expenses and
reorganization items for the same period a year ago.

For the six months ended June 30, 2012, the Company reported a net
loss of $560.02 million on $318.17 million of total revenues
before expenses and reorganization items, compared to a net loss
of $921.66 million on $351.47 million of total revenues before
expenses and reorganization items for the same period during the
prior year.

The Company's balance sheet at June 30, 2012, showed $26.61
billion in total assets, $30.36 billion in total liabilities and a
$3.75 billion total stockholders' deficit.

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

                       http://is.gd/0jPFps

                      About Ambac Financial

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

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

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

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

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

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

Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L.
Padnos, Esq., at Dewey & LeBoeuf LLP, serve as the Debtor's
bankruptcy counsel.  The Blackstone Group LP is the Debtor's
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and notice agent.  KPMG LLP is tax consultant to the Debtor.

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

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

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


AMCARE HEALTH: Returns 15.3MM to Oklahoma Hospital and Doctors
--------------------------------------------------------------
The Insurance Journal reports that health care providers across
Oklahoma will be receiving checks worth more than $15.3 million
this month, Oklahoma Insurance Commissioner John D. Doak
announced.  The funds are actual damages owed by the defunct
health maintenance organization AmCare Health Plans of Oklahoma
Inc., according to the Insurance Journal.

The Insurance Journal notes that the first check, for $204,531, is
being presented to Integris Bass Baptist Health Center.

Oklahoma, Texas and Louisiana filed suit against AmCare Health
Plans after it was placed in receivership in 2003, Insurance
Journal recalls.  The report relates that the company ceased
operations in Oklahoma on Oct. 1, 2002.

The Insurance Journal says that investigators found AmCare was
severely undercapitalized and was manipulating its financial
records by moving assets back and forth between sister companies
in an attempt to appear solvent.

The checks, administered through the Oklahoma Receivership Office,
will complete principal payments to the affected providers. In
2006, the Oklahoma Insurance Department successfully petitioned
the court for an early distribution of approximately $8.8 million,
Insurance Journal notes.


AMERICA'S SUPPLIERS: Reports Net Income of $95,800 in 2nd Quarter
-----------------------------------------------------------------
America's Suppliers, Inc., filed its quarterly report on Form 10-
Q, reporting net income of $95,822 on $4.14 million of revenues
for the three months ended June 30, 2012, compared with a net loss
of $220,752 on $4.18 million of revenues for the same period last
year.

For the six months ended June 30, 2012, the Company reported net
income of $52,003 on $7.60 million of revenues, compared with a
net loss of $347,538 on $7.53 million of revenues for the
comparable period of 2011.

The Company's balance sheet at June 30, 2012, showed $1.87 million
in total assets, $1.78 million in total current liabilities, and
shareholders' equity of $88,172.

The Company said in the filing, "We have a recent history of
operating losses and operating cash outflows.  These factors raise
substantial doubt about our ability to continue as a going
concern.  The consolidated financial statements do not include any
adjustments that might result from this uncertainty."

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

                       http://is.gd/rnG7yC

Scottsdale, Ariz.-based America's Suppliers, Inc., is an Internet-
based provider of general merchandise through its wholly owned
subsidiaries, DollarDays International, Inc., and
WowMyUniverse.com.


AMERICAN AIRLINES: MCM Drops Motion on "Forward Contract"
---------------------------------------------------------
HTL Operating, LLC, d/b/a MCM Elegante Hotel, withdraw a motion
for determination that its hotel accommodations agreement with
American Eagle is a "forward contract."

The prepetition agreement requires the hotel operator to provide
hotel rooms for air crews at the rate of $69 a night at.  HTL
argues that it has the right to terminate the contract because a
forward contract can be terminated under an exception to the
automatic stay imposed in bankruptcy.  HTL says American Eagle is
in default under the contract because it has failed to pay
outstanding and unpaid prepetition charges amounting to $27,679.

A forward contract is defined in part as a contract "with maturity
date more than two days after the contract was entered into."

But AMR Corp. and its affiliates asked the Court to dismiss HTL's
motion because MCM is seeking a declaratory judgment, which must
be sought through an adversary proceeding.  The Debtors also
asserted the automatic stay remains in effect and American Eagle
may assume or reject its agreement with MCM.  MCM, the Debtors
said, cannot take any action in violation of the automatic stay,
including seeking to terminate the agreement or any other adverse
action against American Eagle in connection with its alleged
prepetition claims.

The Debtors' contentions were supported by the official committee
of unsecured creditors.

In response to the Debtors' objections, MCM argued that the claim
that the safe harbor protections in the Bankruptcy Code with
respect to forward contracts were only intended to provide
protection to contracts involving commodities that traded as part
of the large financial market is erroneous.

HTL nonetheless subsequently withdrew its motion without
prejudice.

                      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: Wayne County Authority Set-Off Approved
----------------------------------------------------------
AMR Corp. and its affiliates obtained approval of a stipulation
with Wayne County Airport Authority.

The Debtors and the 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.

                      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: Grants Adequate Protection to Finance Parties
----------------------------------------------------------------
The Bankruptcy Court approved the stipulation between AMR Corp.
and its affiliates and U.S. Bank Trust National Association, not
in its individual capacity but solely as Trustee and Security
Agent, concerning adequate protection with respect to the aircraft
finance transactions relating to aircraft bearing FAA registration
numbers:

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

The Court also approved a stipulation between the Debtors and
Bank of America, as trustee and security agent, concerning
adequate protection with respect to aircraft finance transactions
relating to aircraft bearing FAA registration numbers N7506,
N3507A and N7509.
                      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: Faces $162.4-Mil. in Civil Penalties
-------------------------------------------------------
The Federal Aviation Administration is seeking $162.4 million of
potential civil penalties from AMR Corp. for alleged safety
violations, according to an August 6 report by The Wall Street
Journal.

The agency is seeking a total of $156.5 million from American
Airlines Inc. alone for alleged maintenance problems going back
to 2007.  That sum includes $24.2 million in civil penalty, which
was proposed in 2010 for the company's alleged maintenance lapses
that grounded its fleet of Boeing Co. MD-80s in 2008.

In a statement, the FAA said it filed its claims "to protect the
interest of U.S. taxpayers."

"The documents detail both proposed and potential civil penalties
in connection with ongoing enforcement cases involving both
American Airlines and American Eagle," the agency said.  The FAA
said it cannot discuss the details of the individual
investigations as those cases remain open.

Because the agency had to file its claims by the July 16 deadline
in AMR's bankruptcy case, a number of major investigations are
still under way and American Airlines has not received formal
penalty letters about them, The Journal reported.

The largest potential penalties listed for individual enforcement
cases are $39.3 million for allegedly not fixing wiring on Boeing
757 jets; $28.8 million for landing gear issues on Boeing 777;
and $27.6 million for not meeting the required modification to
Boeing 767 engine nacelle mounts and wing structures, according
to the report.

Michael Trevino, a spokesman for AMR, said the company is aware
of the FAA's potential claims, Bloomberg News reported.

"The claims process is a routine part of any Chapter 11 filing,"
Trevino said in an e-mailed statement.  "It is not an admission
that money is owed nor is it an admission that the amount cited
is correct."

Mr. Trevino said the FAA and American Airlines clashed during
2008 over the agency's partial shutdown of the airline. Since
then, the airline has made improvements in its maintenance
procedures and worked with the agency to improve relations,
Bloomberg News reported.

In all, AMR received nearly 8,900 claims under its bankruptcy
filing totaling $95 billion by the July 16 deadline since its
bankruptcy filing.  In a recent Securities and Exchange
Commission filing, the company said: "Through the claims
resolution process, we expect to identify many claims that we
believe should be disallowed . . . because they are duplicative,
are without merit, are overstated or for other reasons."

                      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 DIAGNOSTIC: Court Confirms Reorganization Plan
-------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
confirmed American Diagnostic Medicine Inc.'s Second Amended Joint
Chapter 11 Plan of Reorganization, which was filed on July 10,
2012.

The July 26, 2012 order also approved on a final basis the
disclosure statement explaining the terms of the Plan.

The Debtor and Reorganized Debtor: (i) are authorized to take all
actions necessary or appropriate to enter into, implement and
consummate the contracts, instruments, releases, leases,
indentures, and other agreements or documents created in
connection with the Plan, including, without limitation, the ADM
Creditor Trust Agreement, the Unsecured Creditor Notes, the
Cardinal Health Note, the Stock Pledge, and the Sale of the New
Equity, if applicable; and (ii) may otherwise perform all of their
obligations under the Plan.

A post-confirmation status conference will be held before the
Court on Sept. 12, 2012, at 10:30 a.m.

As reported in the TCR on July 25, 2012, according to the
Disclosure Statement, main secured creditor Cardinal Health would
recover 75% of its $3 million secured claim.  Holders of general
unsecured claims aggregating $1.25 million and PNC Equipment
Finance LLC's $1.95 million claims on account of the rejection of
equipment leases will have a recovery of 50% to 75%.  Equity
holders won't recover anything.

A copy of the Disclosure Statement dated July 10, 2012, is
available for free at:

   http://bankrupt.com/misc/American_Diagnostic_DS_071012.pdf

The Hon. Carol A. Doyle of the U.S. Bankruptcy Court for the
Northern District of Illinois entered orders authorizing the
Debtor to use cash collateral to fund the Chapter 11 case.  In
July she entered an order authorizing American Diagnostic to
continue using cash collateral until July 31, 2012.

As of the Petition Date, the Debtor owes Cole Taylor Bank $829,485
in secured loans.  It also owed Cardinal Health 414, LLC,
$3,362,393 under a junior secured loan.

                    About American Diagnostic

Batavia, Illinois-based American Diagnostic Medicine Inc. provides
imaging technologies to hospitals, clinics, cardiologists,
internal medicine groups and other health care providers
throughout the United States.  It filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Ill. Case No. 11-03368) on Jan. 28, 2011.
Joshua D. Greene, Esq., and Michael J. Davis, Esq., at Springer,
Brown, Covey, Gaetner & Davis, serve as the Debtor's bankruptcy
counsel.  In its schedules, the Debtor disclosed $11.3 million in
total assets and $11.1 million in total debts.


AMERICAN NATURAL: TCA Global Discloses 9.3% Equity Stake
--------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, TCA Global Credit Master Fund LP disclosed that, as of
Dec. 29, 2011, it beneficially owns 1,764,706 shares of common
stock of American Natural Energy Corporation representing 9.32% of
the shares outstanding.  A copy of the filing is available for
free at http://is.gd/7Gqjlt

                      About American Natural

American Natural Energy Corporation (TSX Venture: ANR.U) is a
Tulsa, Oklahoma-based independent exploration and production
company with operations in St. Charles Parish, Louisiana.

The Company reported a net loss of $905,792 in 2011, compared with
a net loss of $2.06 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$17.15 million in total assets, $10.47 million in total
liabilities and $6.67 million total stockholders' equity.

In its audit report accompanying the 2011 financial statements,
MaloneBailey, LLP, in Houston, Texas, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company incurred a net loss in
2011 and has a working capital deficiency and an accumulated
deficit at Dec. 31, 2011.


ANCHOR BANCORP: Incurs $3.4 Million Net Loss in Fiscal Q1
---------------------------------------------------------
Anchor Bancorp Wisconsin Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss available to common equity of $3.41 million on
$26.99 million of total interest income for the three months ended
June 30, 2012, compared with a net loss available to common equity
of $8.15 million on $36.11 million of total interest income for
the same period during the previous year.

The Company's balance sheet at June 30, 2012, showed $2.78 billion
in total assets, $2.81 billion in total liabilities and a $28.50
million total stockholders' deficit.

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

                        http://is.gd/JJiV6X

                       About Anchor Bancorp

Madison, Wisconsin-based Anchor BanCorp Wisconsin Inc. is a
registered savings and loan holding company incorporated under the
laws of the State of Wisconsin.  The Company is engaged in the
savings and loan business through its wholly owned banking
subsidiary, AnchorBank, fsb.

Anchor BanCorp and its wholly-owned subsidiaries, AnchorBank fsb,
each consented to the issuance of an Order to Cease and Desist by
the Office of Thrift Supervision.  The Corporation and the Bank
continue to diligently work with their financial and professional
advisors in seeking qualified sources of outside capital, and in
achieving compliance with the requirements of the Orders.  The
Corporation and the Bank continue to consult with the successors
to the OTS, Federal Reserve, the the Office of the Comptroller of
the Currency and Federal Deposit Insurance Corporation on a
regular basis concerning the Corporation's and Bank's proposals to
obtain outside capital and to develop action plans that will be
acceptable to federal regulatory authorities, but there can be no
assurance that these actions will be successful, or that even if
one or more of the Corporation's and Banks proposals are accepted
by the Federal regulators, that these' proposals will be
successfully implemented.  While the Corporation's management
continues to exert maximum effort to attract new capital,
significant operating losses in fiscal 2009, 2010 and 2011,
significant levels of criticized assets and low levels of capital
raise substantial doubt as to the Corporation's ability to
continue as a going concern.  If the Corporation and Bank are
unable to achieve compliance with the requirements of the Orders,
or implement an acceptable capital restoration plan, and if the
Corporation and Bank cannot otherwise comply with those
commitments and regulations, the OCC or FDIC could force a sale,
liquidation or federal conservatorship or receivership of the
Bank.

The Company reported a net loss of $36.73 million on
$127.25 million of total interest income for the fiscal year ended
March 31, 2012, a net loss of $41.17 million on $166.46 million of
total interest income for the year ended March 31, 2011, and a net
loss of $176.91 million on $217.08 million of total interest
income for the year ended March 31, 2010.

McGladrey LLP, inMadison, Wisconsin, issued a "going concern"
qualification on the consolidated financial statements for the
fiscal year ended March 31, 2012.  The independent auditors noted
that all of the subsidiary bank's regulatory capital amounts and
ratios are below the capital levels required by the cease and
desist order.  The subsidiary bank has also suffered recurring
losses from operations.  Failure to meet the capital requirements
exposes the Corporation to regulatory sanctions that may include
restrictions on operations and growth, mandatory asset
dispositions, and seizure of the subsidiary bank.  In addition,
the Corporation's outstanding balance under the Amended and
Restated Credit Agreement is currently in default.  These matters
raise substantial doubt about the ability of the Corporation to
continue as a going concern.


APPLETON PAPERS: Files Form 10-Q, Incurs $48.8MM Net Loss in Q2
---------------------------------------------------------------
Appleton Papers Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $48.87 million on $213.90 million of net sales for the three
months ended July 1, 2012, compared with a net loss of $3.28
million on $216.58 million of net sales for the three months ended
July 3, 2011.

For the six months ended July 1, 2012, the Company reported a net
loss of $113.56 million on $433.53 million of net sales, as
compared to a net loss of $8.47 million on $434.60 million of net
sales for the six months ended July 3, 2011.

The Company reported a net loss of $2.11 million for the year
ended Dec. 31, 2011, compared with a net loss of $31.66 million
for the year ended Jan. 1, 2011.

Appleton Paper's balance sheet at July 1, 2012, showed $565.44
million in total assets, $875.19 million in total liabilities and
a $309.74 million total deficit.

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

                        http://is.gd/SKYyDs

                       About Appleton Papers

Appleton, Wisconsin-based Appleton Papers Inc. --
http://www.appletonideas.com/-- produces carbonless, thermal,
security and performance packaging products.  Appleton has
manufacturing operations in Wisconsin, Ohio, Pennsylvania, and
Massachusetts, employs approximately 2,200 people and is 100%
employee-owned.  Appleton Papers is a 100%-owned subsidiary of
Paperweight Development Corp.

                           *     *     *

Appleton Papers carries a 'B' corporate credit rating, with stable
outlook, from Standard & Poor's.  IT has a 'B2/LD' probability of
default rating from Moody's.


APPLIED MINERALS: Delays Form 10-Q for Second Quarter
-----------------------------------------------------
Applied Minerals, Inc., spent additional time re-evaluating its
warrant derivative liability, including the technique utilized to
measure the liability.  The Company also, as previously disclosed,
engaged new auditors who performed their first review of the
Company's quarterly results for the second quarter of 2012.  As a
result of the review of the warrant derivative liability and
additional review time required by new auditors with respect to
such liability, timely filing of the Form 10-Q for the second
quarter of 2012 is impracticable without undue hardship and
expense to the registrant.  The Company undertakes the
responsibility to file that report no later than five days after
its original prescribed due date.

                       About Applied Minerals

New York City-based Applied Minerals, Inc. (OTC BB: AMNL) is a
leading global producer of halloysite clay used in the development
of advanced polymer, catalytic, environmental remediation, and
controlled release applications.  The Company operates the Dragon
Mine located in Juab County, Utah, the only commercial source of
halloysite clay in the western hemisphere.  Halloysite is an
aluminosilicate clay that forms naturally occurring nanotubes.

The Company reported a net loss attributable to the Company of
$7.48 million in 2011, a net loss attributable to the Company of
$4.76 million in 2010, and a net loss attributable to the Company
of $6.76 million in 2009.

The Company's balance sheet at March 31, 2012, showed $10.68
million in total assets, $5.24 million in total liabiilties and
$5.44 million in total stockholders' equity.

                           Going Concern

The Company has incurred material recurring losses from
operations.  At March 31, 2012, the Company had a total
accumulated deficit of approximately $43,084,500.  For the three
months ended March 31, 2012, and 2011, the Company sustained net
losses from exploration stage before discontinued operations of
approximately $4,056,700 and $1,695,100, respectively.  The
Company said that these factors indicate that it may be unable to
continue as a going concern for a reasonable period of time.  The
Company's continuation as a going concern is contingent upon its
ability to generate revenue and cash flow to meet its obligations
on a timely basis and management's ability to raise financing or
dispose of certain non-core assets as required.  If successful,
this will mitigate the factors that raise substantial doubt about
the Company's ability to continue as a going concern.

                         Bankruptcy Warning

At Dec. 31, 2011, and 2010, the Company had accumulated deficits
of $39,183,632 and $31,543,411, respectively, in addition to
limited cash and unprofitable operations.  For the year ended
Dec. 31, 2011, and 2010, the Company sustained net losses before
discontinued operations of $7,476,864 and $4,891,525,
respectively.  As of March 15, 2012, the Company has not
commercialized the Dragon Mine and has had to rely on cash flow
generated from the sale of stock and convertible debt to fund its
operations.  If the Company is unable to fund its operations
through the commercialization of the Dragon Mine, the sale of
equity or debt or a combination of both, it may have to file
bankruptcy.


ATP OIL: Preparing for Bankruptcy; In Talks for $600MM Loan
-----------------------------------------------------------
The Wall Street Journal's Mike Spector and Ryan Dezember, citing a
person familiar with the matter, report that ATP Oil & Gas Corp.
is negotiating a $600 million loan that would help keep the
company running during bankruptcy proceedings.  That source said
ATP could file for bankruptcy protection in coming days.  The
source said ATP was in discussions with senior creditors Friday
afternoon about the parameters of the financing and possible
bankruptcy filing.

WSJ notes Bloomberg and S&P Leveraged Commentary & Data earlier
reported on the financing discussions and potential bankruptcy
filing.

After the market closed Friday, ATP said it was unable to file its
Quarterly Report on Form 10-Q for the quarter ended June 30, 2012,
"due to the difficulty in completing and obtaining the required
financial and other information without unreasonable effort and
expense."  ATP said it is unable to determine whether or not there
will be any significant changes in its results of operations from
the quarter ended June 30, 2011, as it is still in the process of
compiling the information necessary for the preparation of its
financial statements.

WSJ relates ATP shares fell 73% Friday to 36 cents.  The stock has
lost nearly 95% since May.  Meanwhile, ATP's 11.875% bonds due
2015 have fallen 57% in the last year, including 2% Friday, to
36 cents on the dollar.

Bloomberg News, citing two people familiar with the matter,
reported late in July that bondholders are organizing for a
potential restructuring.  One of those sources, who declined to be
identified because he's involved in the process, told Bloomberg
that investors interviewed potential advisers.  The process isn't
public, he said.

"We expect either bankruptcy or an announcement of some sort from
somebody on a potential reorganization," Bob Bruce, manager of the
$350 million Bruce Fund Inc., which held about $9 million of the
11.875% notes as of March, said in a telephone interview July 26,
according to Bloomberg.  "We just keep our fingers crossed that a
miracle will happen."

Mr. Bruce said he hadn't heard from any bondholder group or
advisers.

                           About ATP Oil

Houston, Tex.-based ATP Oil & Gas Corporation is an international
offshore oil and gas development and production company focused in
the Gulf of Mexico, Mediterranean Sea and North Sea.  The Company
trades publicly as ATPG on the NASDAQ Global Select Market.

The Company's balance sheet at March 31, 2012, showed $3.63
billion in total assets, $3.48 billion in total liabilities,
$115.81 million in redeemable noncontrolling interest, $71.18
million in 8% convertible perpetual preferred stock, and a $34.44
million total shareholders' deficit.

                           *     *     *

As reported by the Troubled Company Reporter on Aug. 3, 2012,
Standard & Poor's Ratings Services lowered its long-term corporate
credit ratings on ATP to 'CCC' from 'CCC+' The outlook is
negative.  S&P raised its issue rating on the company's senior
unsecured notes to 'CCC' from 'CCC-' (same as the corporate credit
rating).

"The downgrade reflects our expectation that ATP's liquidity is
currently limited relative to projected fixed charges over the
next three months," said Standard & Poor's credit analyst
Christine Besset. "Because of various operational issues faced by
the company, we believe that cash flow in second-quarter 2012 will
be below our forecasts, leaving ATP with lower-than-expected
liquidity at the end of the quarter. We estimate that current
liquidity and operating cash flow over the next three months will
be insufficient to cover capital expenditures (capex), royalty
interest payments and November bond interests without a cut in
capital spending or outside financing."

"The recovery rating revision reflects a change in our valuation
of the company's reserves," added Ms. Besset. "Given the
heightened risk of a near-term default, we are now valuing the
reserves using price assumptions which are close to the current
price environment rather than the low commodity prices we
generally assume for most E&P companies."

"The negative outlook reflects the looming liquidity shortfall. We
could take a negative rating action if the company is unable to
secure additional funding this year or is unsuccessful in
developing planned 2012 wells, jeopardizing its liquidity
situation for 2013. We may revise the outlook to positive if ATP
finds additional financing and increases production, cash flow,
and liquidity to fund 2012 and 2013 fixed charges -- likely in
conjunction with continued high commodity prices," S&P said.

As reported by the TCR on May 9, 2012, Moody's Investors Service
affirmed ATP's Caa2 Corporate Family Rating.  The Caa2 Corporate
Family Rating reflects ATP's small production and cash flow base,
low drilling risk diversification, high proportion of proved
undeveloped reserves and short PD (proved developed) reserve life,
extremely high leverage and chronic liquidity challenges.


ATTACK ATHLETICS: Appeals Dismissal of Chapter 11 Case
------------------------------------------------------
ESPNChicago.com, citing multiple news reports, says former
National Basketball Association star player Michael Jordan stands
to lose as much as $1.5 million in a possible foreclosure of a gym
he invested in.  The Chicago Sun-Times and Chicago Tribune
reported that a judge recently rejected a Chapter 11 bankruptcy
filing by the company of Tim Grover, who owns Attack Athletics Gym
on Chicago's West Side.  Mr. Grover filed for bankruptcy in April
in order to stave off foreclosure, according to the papers, but a
judge dismissed the filing on July 11.

Attack Properties LLC has appealed the ruling, according to the
papers, and that appeals process could take a month.  In the
meantime, the mortgage holder is free to pursue a foreclosure
sale, the papers reported.

The gym, formerly known as Hoops, was built in 2007.  It is a
65,000-square-foot facility, according to its Web site, and has
four NBA-sized basketball courts and a 10,000-square-foot weight
room.

ESPNChicago.com relates Mr. Grover used his relationship with Mr.
Jordan to build a lucrative business and would work with some of
the biggest stars in the NBA, including Kobe Bryant, Dwyane Wade
and Tracy McGrady.  Michael Finley also has been a client, and the
Sun-Times reported Mr. Finley is listed as a creditor, having
guaranteed a $2 million loan.


AVED GROUP: Case Summary & 9 Unsecured Creditors
------------------------------------------------
Debtor: Aved Group, LLC
        1945 Cornell Avenue, Suite D
        Melrose Park, IL 60160
        Tel: (708) 681-6030

Bankruptcy Case No.: 12-31659

Chapter 11 Petition Date: August 9, 2012

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

Judge: Timothy A. Barnes

Debtor's Counsel: Aaron Spivack, Esq.
                  LAW OFFICES OF AARON SPIVACK
                  811 W. superior
                  Chicago, IL 60642
                  Tel: (312) 275-0188
                  E-mail: law@aspivack.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 nine largest unsecured
creditors is available for free at:
http://bankrupt.com/misc/ilnb12-31659.pdf

The petition was signed by Holly Randazo, member.


BAKERSFIELD GROVE: Receiver Has Access to Cash Collateral
---------------------------------------------------------
The judge handling Bakersfield Grove Limited LLC's Chapter 11 case
approved a stipulation authorizing Steven M. Speier in his
capacity as receiver for the property of the Debtor, until the
earlier of plan confirmation, dismissal or conversion of the case.

The stipulation was entered into by the Debtor, U.S. Bank National
Association, a national banking association, as successor-in-
interest to the Federal Deposit Insurance Corporation, as receiver
for Downey Savings & Loan, F.A., of Newport Beach, California, and
Mr. Speier.

As adequate protection for the use of cash collateral, the bank
will receive payments, liens on rents and profits generated
postpetition, and claim of the highest administrative priority in
the amount of any decline in the value of the collateral.

                  About Bakersfield Grove Limited

Brea, California-based Bakersfield Grove Limited, LLC, filed a
bare-bones Chapter 11 petition (Bankr. C.D. Calif. Case No.
12-13157) on March 12, 2012.  The Debtor, a Single Asset Real
Estate as defined in 11 U.S.C. Sec. 101(51B), has property located
at Panama Lane, in Bakersfield, California.

Judge Erithe A. Smith presides over the case.  Kathy Bazoian
Phelps, Esq., at Danning, Gill, Diamond & Kollitz, LLP.  The
petition was signed by Robert M. Clark, president of managing
member.


BALLANTYNE RE: Fitch Affirms Junk Ratings on Three Note Classes
---------------------------------------------------------------
Fitch Ratings has affirmed and assigned Recovery Estimates (REs)
to the following tranches of Ballantyne Re Plc (Ballantyne Re):

  -- Class A-1 notes at 'CCsf'; RE35%;
  -- Class B-1 notes at 'Csf'; RE0%;
  -- Class B-2 notes at 'Csf'; RE0%.

Fitch's rating rationale is based on the significant mark-to-
market losses Ballantyne Re has experienced in its investment
portfolio of residential-mortgage-backed (RMBS) and asset-backed
securities (ABS).  Ballantyne Re's liabilities exceed the current
book value of its assets by a significant margin.

Interest payments on class A-1 are current, and Fitch expects
interest on class A-1 to remain current for the foreseeable
future.  However, Fitch believes that absent a remarkable recovery
in RMBS/ABS values it is probable that Ballantyne Re will
eventually be unable to pay interest or full principal on the
class A-1 notes.  Based on current market values, Fitch expects a
principal recovery of 35% on the class A notes.  Fitch believes
default is inevitable on the class B-1 and B-2 notes and does not
expect holders of these notes to receive any further interest or
principal payments.

Fitch has placed the 'sf' designation on these esoteric notes to
signify to investors that, although it may not be a true
structured finance security, it contains several transaction
elements and risk mitigants to resemble a structured finance
transaction.

Key rating drivers for Ballantyne Re's ratings that could lead to
an upgrade or upward revision in recovery estimates include:

  -- Investment portfolio recovery.  The value of assets would
     need to increase by $1 billion for the class A-1 notes to
     fully recover principal and by $1.1 billion for both class A-
     1 and class B note holders to fully recover principal.

  -- Significant profits emerge from the life insurance book.

Key rating drivers for Ballantyne Re's ratings that could lead to
a downgrade or downward revision in Recovery Rating include:

  -- Investment portfolio decline;

  -- Life insurance losses exceed expectation.

Ballantyne Re is a special purpose public limited company
incorporated and registered in Ireland.  The company was
established for the limited purpose of entering into a reinsurance
agreement and conducting activities related to the notes'
issuance.  Ballantyne Re issued the notes to finance excess
reserve requirements under Regulation XXX for the block of
business ceded under the reinsurance agreement.


BANKATLANTIC BANCORP: Appoints John Grelle as CFO and PAO
---------------------------------------------------------
John K. Grelle was appointed as Chief Financial Officer and
principal accounting officer of BBX Capital Corporation, formerly
known as BankAtlantic Bancorp, Inc.

Mr. Grelle, age 68, also serves as Chief Financial Officer of BFC
Financial Corporation.  BFC currently owns shares of the Company's
Class A Common Stock and Class B Common Stock representing in the
aggregate approximately 75% of the total voting power of the
Company's common stock.  Mr. Grelle joined BFC as acting Chief
Financial Officer on Jan. 11, 2008, and was appointed Executive
Vice President and Chief Financial Officer on May 20, 2008, and
Chief Risk Officer on Sept. 16, 2011.  Mr. Grelle also served as
Executive Vice President, Chief Financial Officer and principal
accounting officer of Woodbridge Holdings Corporation from May
2008 until September 2009 when it merged with and into a wholly
owned subsidiary of BFC.

Prior to joining BFC, Mr. Grelle served as a Partner of Tatum,
LLC, an executive services firm.  From 2003 through October 2007,
when Mr. Grelle joined Tatum, LLC, Mr. Grelle was the founder and
principal of a business formation and strategic development
consulting firm.  From 1996 through 2003, Mr. Grelle served as
Senior Vice President and Chief Financial Officer of ULLICO Inc.
and, from 1993 through 1995, he served as Managing Director of DCG
Consulting.  Mr. Grelle has also been employed in various other
executive and financial positions throughout his career, including
Chairman and Chief Executive Officer of Old American Insurance
Company; Controller of the Financial Services Division of American
Can Company (later known as Primerica); Chairman, President and
Chief Executive Officer of National Benefit Life, a subsidiary of
Primerica; President of Bell National Life; Senior Vice President
and Chief Financial Officer of American Health and Life;
Controller of Sun Life America; and Director of Strategic Planning
and Budgeting for ITT Hamilton Life.  Mr. Grelle is a former
member of the board of directors of the N.Y. Council of Life
Insurers.

Mr. Grelle's compensation, if any, for his services on behalf of
the Company has not yet been determined.

                    About BankAtlantic Bancorp

BankAtlantic Bancorp (NYSE: BBX) --
http://www.BankAtlanticBancorp.com/-- is a bank holding company
and the parent company of BankAtlantic.  BankAtlantic --
"Florida's Most Convenient Bank" with a Web presence at
http://www.BankAtlantic.com/-- has nearly $6.0 billion in assets
and more than 100 stores, and is one of the largest financial
institutions headquartered junior in Florida.  BankAtlantic has
been serving communities throughout Florida since 1952 and
currently operates more than 250 conveniently located ATMs.

BankAtlantic reported a net loss of $28.74 million in 2011, a net
loss of $143.25 million in 2010, and a net loss of $185.82
million in 2009.

BankAtlantic's balance sheet at March 31, 2012, showed $3.84
billion in total assets, $3.87 billion in total liabilities and a
$31.56 million total deficit.

                           *     *     *

As reported by the TCR on March 1, 2011, Fitch has affirmed its
current Issuer Default Ratings for BankAtlantic Bancorp and its
main subsidiary, BankAtlantic FSB at 'CC'/'C' following the
announcement regarding the regulatory order with the Office of
Thrift Supervision.

BankAtlantic has announced that it has entered into a Cease and
Desist Order with the OTS at both the bank and holding company
level.  The regulatory order includes increased regulatory capital
requirements, limits to the size of the balance sheet, no new
commercial real estate lending and improvements to its credit risk
and administration areas.  Further, the holding company must also
submit a capital plan to maintain and enhance its capital
position.


BATAA/KIERLAND: Plan Confirmed But JPMCC Still Has Objections
--------------------------------------------------------------
The court in Arizona on July 10 entered a memorandum decision
confirming the amended Chapter 11 plan of reorganization dated
Sept. 2, 2011 of Bataa/Kierland, LLC.

The senior lender, JPMCC 2007-CIBC 19 East Greenway, LLLC, has an
objection to the proposed plan confirmation order that was
submitted by the Debtor.  In a filing dated July 23, JPMCC wants
certain provisions deleted.  It also says that while the proposed
order properly reflects the Court's ruling that the value of the
Debtor's real property is $7.7 million, it does not reflect the
ruling that the secured lender's post-confirmation secured claim
must include the value of the Debtor's cash collateral.

Terms of the Sept. 2 Plan were previously reported by the Troubled
Company Reporter.  According to the Disclosure Statement, the Plan
funding will include the Debtor's funds on hand, operations of the
Property, and a capital infusion by the interest holder or a
successful bidder, if an auction is held.  The existing owner will
purchase the equity interests in the Reorganized Debtor for
$240,000.  Of the amount, $42,000 will be allocation for unsecured
claims.  If JPMCC does not make the 11 U.S.C. Sec. 1111(b)
election, the amount of its secured claim will be limited to the
value of its collateral, and the secured claim will be paid in
full, with interest, over a period of seven years.  If JPMCC makes
the election, then the entire allowed claim will be treated as
fully secured and JPMMC will receive monthly payments with the
remaining balance to be paid on the 21s anniversary of the
effective Date of the Plan.  A copy of the Disclosure Statement is
available for free at http://bankrupt.com/misc/bataa.doc103.pdf

JPMCC is represented by:

         Ethan B. Minkin, Esq.
         Andrew A. Harnisch, Esq.
         Jaclyn D. Foutz, Esq.
         Dean C. Waldt, Esq.
         Jon T. Pearson, Esq
         BALLARD SPAHR LLP
         1 East Washington Street, Suite 2300
         Phoenix, AZ 85004-2555
         Telephone: 602-798-5400
         E-mail: minkine@ballardspahr.com
                 harnischa@ballardspahr.com
                 foutzj@ballardspahr.com
                 waldtd@ballardspahr.com
                 pearsonj@ballardspahr.com

                       About Bataa/Kierland

Bataa/Kierland, LLC, owns and operates a Class "A" office building
known as Kierland Corporate Center located at 7047 E. Greenway
Parkway, Scottsdale, Arizona.  It filed for Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Case No. 11-05850) on March 9, 2011.
The Debtor estimated its assets and debts at $10 million to
$50 million.  Polsinelli Shughart PC serves as the Debtor's
bankruptcy counsel.

The United States Trustee said that a committee under 11 U.S.C.
Sec. 1102 has not been appointed because an insufficient number of
persons holding unsecured claims against Bataa/Kierland have
expressed interest in serving on a committee.


BEAZER HOMES: CEO Nick Jensen Resigns; Kevin Cook Takes Over
------------------------------------------------------------
Dialogic Inc. entered into a letter agreement with Nick Jensen
pursuant to which Mr. Jensen resigned as the Company's Chief
Executive Officer effective Aug. 9, 2012.  Mr. Jensen will
continue to serve as a member of the Board of Directors.  The
Letter Agreement also set forth Mr. Jensen's ongoing role as a
consultant to the Company for a period beginning Aug. 9, 2012, and
ending Sept. 30, 2013.

Under the terms of the Agreement, Mr. Jensen is entitled to
consulting fees at the rate of C$41,666 per month between
September 2012 and December 2012 and C$33,333 per month between
January 2013 and March 2013.  For services performed from April 1,
2013, Mr. Jensen will be entitled to one cash performance-based
award, which such payment and performance goal will be determined
by the independent members of the Board prior to Dec. 31, 2012.
Mr. Jensen's separation was not the result of any disagreement
with the Company on any matter relating to the Company's
operations, policies or practices.

On Aug. 9, 2012, the Board appointed Kevin Cook, the Company's
President and Chief Operating Officer, as Chief Executive Officer.
Mr. Cook is 54 years old and has served as the Company's President
and Chief Operating Officer since December 2011.  Mr. Cook
previously served as the Company's Executive Vice President,
Worldwide Field Operations from October 2010 to December 2011 and
as Dialogic Corporation's Senior Vice President, Worldwide Sales
and Support since October 2008.  From January 2005 to August 2008
Mr. Cook served as Vice President, North America at Avaya Inc.,
and from 2003 to 2004 as Vice-President of Avaya Global Services.

On Aug. 9, 2012, the Company entered into an offer letter with Mr.
Cook.  Under the terms of the offer letter, Mr. Cook is entitled
to an annual base salary of US$500,000 and an annual performance-
based incentive bonus of up to US$400,000 at the discretion of the
Board based on achievement of performance objectives as determined
by the Board; provided however, that Mr. Cook's incentive bonus
will be US$200,000 for the second half of 2012 based on corporate
and individual goals to be approved by the Board on or before Aug.
15, 2012.  Furthermore, Mr. Cook is entitled to receive
compensation for commissions he earned under the Company's sales
incentive plan between Jan. 1, 2012, and June 30, 2012, at the
rate of US$300,000 per annum at 100% of target, as well as
retention incentive compensation payments pursuant to his prior
employment agreement with the Company in multiple payments of
US$50,000 on each of Aug. 15, 2012, Feb. 15, 2013, and Aug. 15,
2013, subject to his continuous service and certain corporate and
individual goals set forth by the Board.

                       Annual Meeting Results

The 2012 annual meeting of stockholders of the Company was held on
Aug. 8, 2012, at which Dion Joannou, Patrick S. Jones and Michael
West were elected as directors to hold office until the 2015
Annual Meeting of Stockholders.  In addition, each of Nick Jensen
and Giovani Richard Piasentin will continue to serve as directors
until the 2013 Annual Meeting of Stockholders and until his
successor is elected and has qualified, or until his earlier
death, resignation or removal.  Each of Nick DeRoma and Rajneesh
Vig will continue to serve as directors until the 2014 Annual
Meeting of Stockholders and until his successor is elected and has
qualified, or until his earlier death, resignation or removal.

The stockholders approved:

   (a) the issuance of the 18,000,000 shares of the Company's
       common stock issuable upon the exercise of the warrants
       issued pursuant to the subscription agreement entered into
       by and among the Company and certain investors on March 22,
       2012, as amended, in connection with the restructuring of
       the Company's debt obligations;

   (b) the issuance of the 39,971,766 shares of the Company's
       common stock issuable upon the conversion of the
       convertible promissory notes issued under the securities
       purchase agreement entered into by and among the Company
       and certain investors on April 11, 2012, as amended;

   (c) the one-time stock option exchange program which would
       allow employees, officers and directors of the Company and
       its affiliates to surrender their options that have an
       exercise price above $1.00 and above the closing price of
       the Company's common stock on the closing date of that
       exchange program for cancellation, in exchange for new
       options;

   (d) the amendment and restatement of the Company's 2006 Equity
       Incentive Plan to (a) provide for a one-time 1,600,000
       share increase in the number of shares available for
       issuance under the 2006 Plan and (b) increase and reapprove
       certain stock award limits set forth in the 2006 Plan for
       compliance with certain provisions of the Internal Revenue
       Code of 1986, as amended; and

   (e) the selection by the Audit Committee of the Board of KPMG
       LLP as the Company's independent registered public
       accounting firm for the year ending Dec. 31, 2012.

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

                        http://is.gd/JpMuwH

                          About Dialogic

Milpitas, Calif.-based Dialogic Inc. provides communications
platforms and technology that enable developers and service
providers to build and deploy innovative applications without
concern for the complexities of the communication medium or
network.

The Company reported a net loss of $54.81 million in 2011,
following a net loss of $46.71 million in 2010.

The Company's balance sheet at June 30, 2012, showed
$140.76 million in total assets, $188 million in total liabilities
and a $47.23 million total stockholders' deficit.

                        Bankruptcy Warning

The Company said in its 2011 annual report that in the event of an
acceleration of the Company's obligations under the Term Loan
Agreement or Revolving Credit Agreement and its failure to pay the
amounts that would then become due, the Revolving Credit Lender or
Term Lenders could seek to foreclose on the Company's assets.  As
a result of this, or if the Company's stockholders do not approve
the Private Placement and the Notes become due and payable, the
Company would likely need to seek protection under the provisions
of the U.S. Bankruptcy Code or the Company's affiliates might be
required to seek protection under the provisions of applicable
bankruptcy codes.  In that event, the Company could seek to
reorganize its business, or the Company or a trustee appointed by
the court could be required to liquidate the Company's assets.


BEAZER HOMES: Closing of Citibank Credit Pact Moved to Sept. 30
---------------------------------------------------------------
Beazer Homes USA, Inc., entered into a 3rd Extension and Amendment
to the Company's Amended and Restated Credit Agreement, dated as
of Aug. 5, 2009, by and between the Company and Citibank, N.A.
The Amendment extends the termination date of the Credit Agreement
from Aug. 2, 2012, to Sept. 30, 2012.

The Company expects to replace its existing revolving credit
facility under the Credit Agreement with a new revolving credit
facility.

A copy of the Amendment is available for free at:

                        http://is.gd/usmpiN

On Aug. 8, 2012, the Company entered into amendments for each of
its Delayed-Draw Term Loan Facilities with Citibank, N.A., and
Deutsche Bank AG Cayman Islands Branch.  The Delayed-Draw Term
Loan Amendments (i) allow the Company to draw down additional
funds under each of the Delayed-Draw Term Loan Facilities and (ii)
amend the definitions of Commitment Termination Date and Put Date.

                        About Beazer Homes

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

The Company's balance sheet at June 30, 2012, showed $1.82 billion
in total assets, $1.64 billion in total liabilities and $179.07
million in total stockholders' equity.

                            *     *     *

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

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

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

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


BECKER LANE: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Becker Lane, LLC
        5830 W. Thunderbird Rd.
        Suite B-310
        Glendale, AZ 85306

Bankruptcy Case No.: 12-18011

Chapter 11 Petition Date: August 10, 2012

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

Judge: Sarah Sharer Curley

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


BERKELEY COFFEE: Recurring Losses Cue Going Concern Doubt
---------------------------------------------------------
MaloneBailey, LLP, in Houston, Texas, expressed substantial doubt
about Berkeley Coffee & Tea Inc.'s ability to continue as a going
concern, following the Company's results for the fiscal year ended
April 30, 2012.

The independent auditors noted that the Company has suffered
recurring losses from operations, which raises substantial doubt
about the Company's ability to continue as a going concern.

The Company reported a net loss of $45,730 on $220,421 of revenue
for fiscal 2012, compared with a net loss of $205,594 on $43,074
of revenue for fiscal 2011.

The Company's balance sheet at April 30, 2012, showed
$4.62 million in total assets, $4.59 million in total liabilities,
and shareholders' equity of $32,816.

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

                       http://is.gd/Oz68Zg

Shanghai, China-based Berkeley Coffee & Tea Inc. was incorporated
on March 27, 2009, in the State of Nevada.  Berkeley Coffee
expects to generate revenue from the marketing and sale of green
coffee beans from Yunnan, China, into the United States.  It plans
to sell green bean coffee grown in China directly to coffee
wholesalers, coffee brokers and coffee roasters in the United
States.




BIOCORAL INC: Delays Form 10-Q for Second Quarter
-------------------------------------------------
BIOCORAL, INC., was not able to complete the preparation, review
and filing of its quarterly report on Form 10-Q for the quarterly
period ended June 30, 2012, within the prescribed time period
without unreasonable effort and expense.  BIOCORAL expects to file
the Form 10-Q on or before Aug. 14, 2012.

                        About Biocoral, Inc.

Headquartered in La Garenne Colombes, France, Biocoral, Inc.
-- http://www.biocoral.com/-- was incorporated under the laws of
the State of Delaware on May 4, 1992.  Biocoral is a holding
company that conducts its operations primarily through its wholly-
owned European subsidiaries.  The Company's operations consist
primarily of research and development and manufacturing and
marketing of patented high technology biomaterials, bone
substitute materials made from coral, and other orthopedic, oral
and maxillo-facial products, including products marketed under the
trade name of Biocoral.  Most of the Company's operations are
conducted from Europe.  The Company has obtained regulatory
approvals to market its products throughout Europe, Canada and
certain other countries.  The Company owns various patents for its
products which have been registered and issued in the United
States, Canada, Japan, Australia and various countries throughout
Europe.  However, the Company has not applied for the regulatory
approvals needed to market its products in the United States.

Michael T. Studer CPA P.C., in Freeport, New York, noted that the
Company's present financial condition raises substantial doubt
about its ability to continue as a going concern.  The independent
auditors added that the Company had net losses for the years ended
Dec. 31, 2011, and 2010, respectively.  Management believes that
it is likely that the Company will continue to incur net losses
through at least 2012.  The Company had a working capital
deficiency of approximately $1,570,000 and $2,125,000, at Dec. 31,
2011 and 2010, respectively.  The Company also had a stockholders'
deficit at Dec. 31, 2011, and 2010, respectively.

Biocoral reported a net loss of $920,103 in 2011, compared with a
net loss of $703,272 in 2010.

The Company's balance sheet at March 31, 2012, showed $1.38
million in total assets, $4.81 million in total liabilities and a
$3.42 million total stockholders' deficit.


BIOLASE INC: Had $1.9 Million Net Loss in Second Quarter
--------------------------------------------------------
BIOLASE, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss of $1.88 million on $12.18 million of net revenue for
the three months ended June 30, 2012, compared with a net loss of
$753,000 on $12.08 million of net revenue for the same period last
year.

For the six months ended June 30, 2012, the Company had a net loss
of $3.55 million on $24.50 million of net revenue, compared with a
net loss of $1.50 million on $22.64 million of net revenue for the
same period in 2011.

The Company's balance sheet at June 30, 2012, showed
$28.21 million in total assets, $17.61 million in total
liabilities, and stockholders' equity of $10.60 million.

The Company said in the filing: "We have suffered recurring losses
from operations and have not generated cash from operations for
the three years ended December 31, 2011. Our inability to generate
cash from operations, the potential need for additional capital,
and the uncertainties surrounding our ability to raise additional
capital, raises substantial doubt about our ability to continue as
a going concern."

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

                       http://is.gd/jjhwsk

Irvine, Calif.-based BIOLASE, Inc., incorporated in Delaware in
1987, is a medical technology company operating in one business
segment that develops, manufactures, and markets lasers, and also
markets and distributes dental imaging equipment and other
products designed to improve technologies for applications and
procedures in dentistry and medicine.


BION ENVIRONMENTAL: Announces Approval of New Canadian Patent
-------------------------------------------------------------
Bion Environmental Technologies, Inc.'s Canadian patent
application 2503166 entitled "Low Oxygen Biologically Mediated
Nutrient Removal" has been approved.  The patent application was
made on April 18, 2005; upon publication and issuance, the patent
will be officially granted and will remain in force until
April 18, 2024.

The new patent provides protection of the core Bion process's
ability to convert and remove both nitrogen and phosphorous from
the effluent stream.  The patent describes the removal of both
nitrogen and phosphorus similar to the United States patents in
hand.

James Morris, Ph.D., P. E., Bion's chief technology officer,
stated, "Canada represents a large potential market and this
patent assures Bion's ability to deploy our technology in this
important agricultural powerhouse."

The Canadian patent substantially strengthens the Company's
international IP portfolio, with active patents now held in
Canada, New Zealand and Mexico, and additional applications under
consideration for the European Union, Brazil, Argentina and
Australia.  Bion holds seven US patents, with one pending.

                     About Bion Environmental

Bion Environmental Technologies Inc.'s patented and proprietary
technology provides a comprehensive environmental solution to a
significant source of pollution in US agriculture, large scale
livestock facilities known as Confined Animal Feeding Operations.
Bion's technology produces substantial reductions of nutrient
releases (primarily nitrogen and phosphorus) to both water and air
(including ammonia, which is subsequently re-deposited to the
ground) from livestock waste streams based upon the Company's
operations and research to date (and third party peer review).

As of March 31, 2012, Bion had total assets of $8,528,685, total
liabilities of $9,214,838 and total deficit of $728,678.

"The Company has not generated revenues and has incurred net
losses (including significant non-cash expenses) of approximately
$6,998,000 and $2,976,000 during the years ended June 30, 2011,
and 2010, respectively, and a net loss of approximately $5,831,000
for the nine months ended March 31, 2012.  At March 31, 2012, the
Company has a working capital deficit and a stockholders' deficit
of approximately $383,000 and $814,000 respectively.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern.," the Company said in its quarterly
report for the period ended March 31, 2012.


BIOFUEL ENERGY: Incurs $12.4 Million Net Loss in Second Quarter
---------------------------------------------------------------
Biofuel Energy Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $12.41 million on $122.82 million of net sales for the three
months ended June 30, 2012, compared with a net loss of
$8.31 million on $168.53 million of net sales for the same period
a year ago.

The Company reported a net loss of $23.50 million on
$262.23 million of net sales for the six months ended June 30,
2012, compared with a net loss of $17.36 million on $326.53
million of net sales for the same period during the prior year.

The Company reported a net loss of $10.36 million in 2011,
compared with a net loss of $25.22 million during the prior year.

BioFuel Energy's balance sheet at June 30, 2012, showed
$275.09 million in total assets, $197.90 million in total
liabilities and $77.18 million in total equity.

                        Bankruptcy Warning

"Drought conditions in the American Midwest have significantly
impacted this year's corn crop and caused a significant reduction
in the anticipated corn yield," the Company said in its quarterly
report for the period ended June 30, 2012.  "Since the end of the
second quarter, this has led to a dramatic increase in the price
of corn and a corresponding narrowing in the crush spread.  Should
current commodity margins continue for an extended period of time,
we may not generate sufficient cash flow from operations to both
service our debt and operate our plants.  We are required to make,
under the terms of our Senior Debt Facility, quarterly principal
payments in a minimum amount of $3,150,000, plus accrued interest.
We cannot predict when or if crush spreads will fluctuate again or
if the current commodity margins will improve or worsen.  If crush
spreads were to remain at current levels for an extended period of
time, we may expend all of our sources of liquidity, in which
event we would not be able to pay principal and interest on our
debt.  In the event crush spreads narrow further, we may choose to
curtail operations at our plants or cease operations altogether
until such time as crush spreads improve.  Any inability to pay
principal and interest on our debt would lead to an event of
default under our Senior Debt Facility, which, in the absence of
forbearance, debt service abeyance or other accommodations from
our lenders, could require us to seek relief through a filing
under the U.S. Bankruptcy Code.  We expect fluctuations in the
crush spread to continue."

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

                        http://is.gd/C4JkPI

                        About Biofuel Energy

Denver, Colo.-based BioFuel Energy Corp. (Nasdaq: BIOF) --
http://www.bfenergy.com/-- aims to become a leading ethanol
producer in the United States by acquiring, developing, owning and
operating ethanol production facilities.  It currently has two
115 million gallons per year ethanol plants in the Midwestern corn
belt.


BLUE RAVEN: May be Converted to Chapter 7 Today
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Blue Raven Technology Inc. sold the business in July
and may see the Chapter 11 reorganization converted at a hearing
today to liquidation in Chapter 7.

According to the report, the U.S. Bankruptcy Court in Boston
approved a transaction on July 25 intended to sell the business
for $1.4 million to private-equity investor Leading Ridge Capital
Partners LLC from Rockville, Maryland.

The report relates in court papers filed last week, the U.S.
Trustee said net proceeds from the sale were "less than
projected." As a result, the company lacks enough cash to pay
expenses arising during the Chapter 11 case.  The U.S. Trustee, an
arm of the Justice Department, filed a motion last week for
conversion of the case to liquidation in Chapter 7.  U.S.
Bankruptcy Judge Frank J. Bailey responded by scheduling an
emergency hearing Aug. 14.

                         About Blue Raven

Blue Raven Technology, Inc., filed a Chapter 11 petition (Bankr.
D. Mass. Case No. 12-14693) on May 30, 2012.  Blue Raven is a
provider of parts and repair services for consumer electronics and
computers.  The Company had $17.7 million of revenue in 2011, an
18% decline from the year before.  The company blamed its problems
on the bankruptcies of electronics retailers that had been major
customers.

Bankruptcy Judge Frank J. Bailey presides over the case.  David B.
Madoff, Esq., at Madoff & Khoury LLP, in Foxboro, serves as
counsel.

The Debtor disclosed $2.143 million in assets and $8.284 million
in liabilities as of the Chapter 11 filing.


BON-TON STORES: FMR LLC Discloses 11.7% Equity Stake
----------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission on Aug. 9, 2012, FMR LLC and Edward C. Johnson 3d
disclosed that they beneficially own 2,003,409 shares of common
stock of Bon-Ton Stores Incorporated representing 11.719% of the
shares outstanding.  A copy of the filing is available at:

                       http://is.gd/iZTrS9

                       About Bon-Ton Stores

The Bon-Ton Stores, Inc., with corporate headquarters in York,
Pennsylvania and Milwaukee, Wisconsin, operates 276 department
stores, which includes 11 furniture galleries, in 23 states in the
Northeast, Midwest and upper Great Plains under the Bon-Ton,
Bergner's, Boston Store, Carson Pirie Scott, Elder-Beerman,
Herberger's and Younkers nameplates and, in the Detroit, Michigan
area, under the Parisian nameplate.

Bon-Ton Stores reported $1.62 billion in total assets, $1.53
billion in total liabilities and $91.77 million in total
shareholders' equity as of April 28, 2012.

The Company incurred a net loss of $40.8 million on $640 million
of net sales for the 13 weeks ended April 28, 2012.

                           *     *     *

In the Jan. 12, 2012, edition of the TCR, Standard & Poor's
Ratings Services lowered its corporate credit rating on Bon-Ton
Stores Inc. to 'B-' from 'B'.

"The downgrade reflects the continued deterioration of the
company's performance, which has been below our expectations due
to merchandising that has not resonated with its customers," said
Standard & Poor's credit analyst David Kuntz.  He added, "It
incorporates our view that operations will remain weak in the near
term and that credit protection measures will erode further
over the next year."

As reported by the TCR on July 13, 2012, Moody's Investors Service
revised The Bon-Ton Stores, Inc.'s Probability of Default Rating
to Caa1/LD from Caa3.  The Caa1/LD rating reflects the company's
exchange of $330 million of new senior secured notes due 2017 for
$330 million of its unsecured notes due 2014.  The LD designation
indicates that a limited default on the company's 2014 notes has
occurred, as Moody's deem that this transaction is a distressed
exchange.  The LD designation will be removed in approximately 3
business days.

Moody's also affirmed the company's Corporate Family Rating at
Caa1 and affirmed the Caa3 rating assigned to the company's senior
unsecured notes due 2014.


BROADVIEW NETWORKS: High River Urges Vote Against Broadview Swap
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that High River LP urged holders of the Broadview Networks
Holdings Inc. senior secured notes to vote against the debt-for-
equity exchange being proposed by the telecommunications provider
from Rye Brook, New York.

High River said it owns $51 million of the $300 million in 11.375%
first-lien senior secured notes maturing on Sept. 1.  Aug. 13 is
the last day for voting on Broadview's offer to exchange the
existing notes for $150 million in new five-year secured notes and
97.5% of the new common stock.  When the offer was made public,
Broadview said the agreement was reached with holders of more than
two-thirds of the secured notes and shares.

According to the report, High River, affiliated with Carl Icahn,
contends that the exchange won't pay senior noteholders in full,
as advertised.  High River believes that the projected value is
"artificially inflated" according to the report because it's based
on an assumption that revenue that won't decline so much as recent
history indicates.  High River faults the company's proposal for
diluting the new stock with warrants being given to existing
preferred shareholders.  High River says that preferred
shareholders are "the same people that control the board."

High River, the report recounts, made a proposal to provide
Broadview with $165 million in a cash equity investment and
$10 million in loans in exchange for 70% of the new stock.
Existing noteholders would receive $150 million in cash and 30% of
the stock.

The notes traded at 4:14 p.m. on Aug. 10 for 65.55 cents on the
dollar, according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority. Standard & Poor's
predicted in July that holders wouldn't recover more than 30%
following payment default.

                    Out-of-Court or Chapter 11

As reported in the July 30 edition of the Troubled Company
Reporter, Broadview and each of its direct and indirect
subsidiaries entered into the First Amendment to the Restructuring
Support Agreement, dated July 13, 2012, with holders representing
more than 66-2/3% of the Company's outstanding 11-3/8% Senior
Secured Notes due 2012 to amend the terms of the Support Agreement
to, among other things, extend certain milestones and limit the
applicability of select termination rights to the Required
Consenting Noteholders.

Among other things, the First RSA Amendment extends the date by
when the Company is required to consummate the restructuring or
commence chapter 11 cases prior to a termination triggering event
from Aug. 17 to Aug. 24.

On July 18, 2012, the Company, Broadview Networks, Inc., Broadview
Networks of Massachusetts, Inc., Broadview Networks of Virginia,
Inc., and Bridgecom International, Inc., entered into a Senior
Revolving DIP Facility Commitment Letter with The CIT
Group/Business Credit, Inc., pursuant to which CITBC has committed
to provide to the Borrowers a Senior Revolving Debtor in
Possession Credit Facility in an amount not to exceed $25,000,000.

In the event that the chapter 11 cases are not commenced on or
before Sept. 5, 2012, or the initial borrowing in respect of the
DIP Credit Facility is not made on or before the fourth business
day following the commencement of the chapter 11 cases, the DIP
Commitment Letter and the commitment and undertakings of CITBC
thereunder will automatically terminate unless CITBC, in its sole
discretion, agrees to an extension.  Before that date, CITBC may
terminate its obligations under the DIP Commitment Letter as
expressly provided therein.

On July 19, 2012, the Company entered into Amendment No. 5 to the
Credit Agreement, dated Aug. 23, 2006, by and among the Borrowers,
the Lenders named therein and CITBC, as administrative agent,
collateral agent and documentation agent.  As a result of the
Fifth Credit Agreement Amendment, the maturity date of the
Company's revolving credit facility was extended from Aug. 1,
2012, to Sept. 5, 2012.

A copy of the Amended Restructuring Agreement is available at:

                         http://is.gd/Lp3WCF

A copy of the Amended Credit Agreement is available at:

                         http://is.gd/V2PTwk

                      About Broadview Networks

Rye Brook, N.Y.-based Broadview Networks Holdings, Inc., is a
communications and IT solutions provider to small and medium sized
business ("SMB") and large business, or enterprise, customers
nationwide, with a historical focus on markets across 10 states
throughout the Northeast and Mid-Atlantic United States, including
the major metropolitan markets of New York, Boston, Philadelphia,
Baltimore and Washington, D.C.

Ernst & Young LLP, in New York, N.Y., issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2011.  The independent auditors noted that the
Company has in excess of $300 million of debt due on or before
September 2012.  "In addition, the Company has incurred net losses
and has a net stockholders' deficiency."

The Company reported a net loss of $11.9 million for 2011,
compared with a net loss of $18.8 million for 2010.

The Company's balance sheet at March 31, 2012, showed $258.32
million in total assets, $373.35 million in total liabilities and
a $115.03 million total stockholders' deficiency.

                           *     *     *

In the July 23, 2012, edition of the Troubled Company Reporter,
Moody's Investors Service downgraded Broadview Networks Holdings,
Inc. Corporate Family Rating (CFR) to Caa3 from Caa2 and the
Probability of Default Rating (PDR) to Ca from Caa3 in response to
the company's announcement that it has entered into a
restructuring support agreement with holders of roughly 70% of its
preferred stock and roughly 66-2/3% of its Senior Secured Notes.
The company is expected to file a pre-packaged Chapter 11 Plan of
Reorganization or complete an out of court exchange offer.

As reported by the TCR on July 25, 2012, Standard & Poor's Ratings
Services lowered its corporate credit rating on Broadview to 'D'
from 'CC'.  "This action follows the company's announced extension
on its revolving credit facility.  We expect to lower the issue-
level rating on the notes to 'D' once the company files for
bankruptcy, or if it misses the Sept. 1, 2012 maturity payment on
the notes," S&P said.


BUSICK INSULATED: Case Summary & 12 Unsecured Creditors
-------------------------------------------------------
Debtor: Busick Insulated Glass, Inc.
        585 Osage Street
        Denver, CO 80204

Bankruptcy Case No.: 12-26688

Chapter 11 Petition Date: August 9, 2012

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

Judge: Michael E. Romero

Debtor's Counsel: Aaron J. Conrardy, Esq.
                  SENDER & WASSERMAN, P.C.
                  1660 Lincoln Street, Suite 2200
                  Denver, CO 80264
                  Tel: (303) 296-1999
                  Fax: (303) 296-7600
                  E-mail: aconrardy@sendwass.com

                         - and ?

                  Harvey Sender, Esq.
                  SENDER & WASSERMAN, P.C.
                  1660 Lincoln Street, Suite 2200
                  Denver, CO 80264
                  Tel: (303) 296-1999
                  Fax: (303) 296-7600
                  E-mail: Sendertrustee@sendwass.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 12 unsecured creditors is
available for free at http://bankrupt.com/misc/cob12-26688.pdf

The petition was signed by Steven R. Busick, president.


CAMBIUM LEARNING: Moody's Cuts CFR to 'B3'; Outlook Remains Neg.
----------------------------------------------------------------
Moody's Investors Service has downgraded the corporate family
rating (CFR) of Cambium Learning Group, Inc. to B3 from B2 due to
rising leverage and free cash flow deterioration which is the
result of persistent top line weakness. As part of the rating
action, Moody's has also downgraded the company's Probability of
Default Rating (PDR) to B3 from B2 and the ratings on the
company's $175 million senior secured notes due 2017 to B3 (LGD 4-
54%) from B2 (LGD 4-54%). The outlook remains negative due to the
company's sharp downward sales trajectory.

Moody's has taken the following rating actions:

Issuer: Cambium Learning Group, Inc.

  Downgrades:

     Corporate Family Rating, Downgraded to B3 from B2

     Probability of Default Rating, Downgraded to B3 from B2

     US$175M 9.75% Senior Secured Regular Bond/Debenture,
     Downgraded to B3 from B2

Ratings Rationale

Cambium's B3 CFR reflects the company's small scale relative to
competitors in the industry, its negative revenue trajectory and
its high leverage. Cambium competes against much larger companies
in a highly fragmented industry. In addition, the company's sales
are reliant upon state and local funding, which is uncertain and
under pressure due to government spending constraints.

Cambium operates in a growing niche segment of the education
services market. However, due to sales weakness the company has
experienced double-digit order volume declines. Total company
sales fell 22% during the first half of 2012 relative to the first
half of 2011 and it remains to be seen if the company can
stabilize the top line during the second half of 2012. Leverage is
up sharply to over 8x (Moody's Adjusted, including capitalizing
operating leases, recognizing pre-production costs as expense and
adding the pension shortfall to debt) at the end of Q2 2012 as the
company has been unable to cut costs in line with the drop in
sales. Moody's expects that leverage will fall modestly through
2013 as cost cutting catches up with the lower sales level.

Moody's believes Cambium will maintain good liquidity over the
next 12-18 months due to its large cash position and undrawn
revolver. However, Moody's forecasts negative free cash flow in
2012 and neutral cash flow in 2013. Cambium requires minimal
capital expenditures and has no debt maturities prior to 2017. As
of Q2 2012, Cambium had $32 million in cash and an undrawn asset
backed revolver due 2014 which is not rated by Moody's. The
facility has a total size of $40 million, but the base borrowing
amount varies relative to the accounts receivable and inventory
assets which serve as its collateral. As of June 30, 2012 revolver
availablitiy was $31 million.

Moody's could stabilize Cambium's outlook if sales growth returns
and the company appears on track to return to positive free cash
flow. Moody's could lower Cambium's ratings further if sales do
not stabilize and EBITDA continues to deteriorate, such that
leverage does not fall below 6x on a sustainable basis.
Additionally, the ratings could face downward pressure if the
company's liquidity deteriorates.

Headquartered in Dallas, Texas, Cambium Learning Group, Inc.
("Cambium") provides research-based education solutions for
students in Pre- K through 12th grade, including intervention
curricula, educational technologies and services primarily focused
on at risk students with special needs. The company reported net
revenue for the last twelve months ended June 30, 2012 of
approximately $153 million.

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


CAPITOL BANCORP: Incurs $10.6 Million Net Loss in Second Quarter
----------------------------------------------------------------
Capitol Bancorp Ltd. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $10.67 million on $19.94 million of total interest income for
the three months ended June 30, 2012, compared with a net loss of
$17.50 million on $24.61 million of total interest income for the
same period during the prior year.

The Company reported a net loss of $19.61 million on $41.17
million of total interest income for the six months ended June 30,
2012, compared with a net loss of $20.28 million on $51.10 million
of total interest income for the same period a year ago.

The Company's balance sheet at June 30, 2012, showed $1.98 billion
in total assets, $2.11 billion in total liabilities and a $131.91
million total deficit.

Capitol's Chairman and CEO Joseph D. Reid said, "Another quarter
of active management and resolution-oriented focus resulted in net
loan charge-offs of $7.8 million for the second quarter of 2012, a
significant decrease from $16.4 million for the corresponding
period of 2011," added Mr. Reid.  "In addition, for the second
quarter of 2012, (excluding the effect of affiliate divestitures),
total nonperforming loans have declined 15 percent and total
nonperforming assets have fallen 12 percent on a linked-quarter
basis (declining more than 25 percent and approximately 18
percent, respectively, from year-end totals).  This continued
decline is encouraging and we perceive these trendlines as an
indication of continued improving fundamentals and a validation of
the assumptions underlying the restructuring plan."

Mr. Reid stated, "We are pleased to announce the results of the
voting on the proposed voluntary restructuring plan, which were
overwhelmingly favorable.  The initiatives underlying the Standby
Plan will provide resolution of our trust preferred securities and
Capitol's senior debt, facilitating new equity investments in the
Corporation.  We are very optimistic about the plan, which will
provide benefits to Capitol and all of its stakeholders.
Additionally, the restructuring plan will help to restore the
Corporation's capital ratios, as well as the capital ratios of our
affiliate banks, providing a more stable platform for future
growth and support.  We are enthusiastic as we enter the next
phase of the restructuring plan, and appreciate the continued
support from our many stakeholders."

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

                        http://is.gd/Xo305v

Capitol Bancorp Limited (OTCQB: CBCR), which was founded in 1988,
is a community banking company that has a network of separately
chartered banks in 10 states and executive offices in Lansing,
Michigan.

Capitol previously announced plans to sell its controlling
interests in several affiliate banks.  The sales of two of these
banks were completed in July 2012 and Capitol has also entered
into an agreement to sell its interests in one additional
affiliate in the Northwest region of the country.  These three
transactions represent nearly $200 million of assets.  The pending
divestiture is anticipated to be completed in 2012, pending
regulatory approval and other contingencies.

Capitol Bancorp Ltd. filed for bankruptcy (Bankr. E.D. Mich. Case
No. 12-58409) on Aug. 9, 2012.  The petitions were signed by
Cristin K. Reid, corporate president.

The petition was accompanied by a prepackaged reorganization plan
after a proposed out-of-court restructuring failed to obtain
enough support.  Capitol said holders of senior notes, trust
preferred securities, Series A preferred and common stock
overwhelmingly voted to accept the Prepack Plan.

The Debtor is represented by Daniel N. Adams, Esq., Edward Todd
Sable, Esq., Joseph R. Sgroi, Esq., and Judy B. Calton, Esq., at
Honigman Miller Schwartz & Cohn LLP, in Detriot, Michigan.


CAPITOL CITY: Amends First Quarter Form 10-Q
--------------------------------------------
Capitol City Bancshares, Inc., filed with the U.S. Securities and
Exchange Commission amendment no. 1 to Form 10-Q for the quarter
eneded March 31, 2012.  The amendment was filed to reflect certain
adjustments to the Company's books based upon the final results of
a regulatory examination that concluded during the second quarter
of 2012.  These adjustments increased the provision for loan
losses by $550,000 and other operating expenses by $360,937 for
the three months ended March 31, 2012, decreasing net income by
$910,937 from net income of $148,280 to a loss of $762,657.

The Company's restated balance sheet at March 31, 2012, showed
$298.37 million in total assets, $290.19 million in total
liabilities and $8.17 million in total stockholders' equity.
The Company originally reported $299.28 million in total assets,
$290.19 million in total liabilities and $9.08 million in total
stockholders' equity as of March 31, 2012.

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

                        http://is.gd/NNXCjF

                  About Capitol City Bancshares

Atlanta, Georgia-based Capitol City Bancshares, Inc., was
incorporated under the laws of the State of Georgia for the
purposes of serving as a bank holding company for Capitol City
Bank and Trust Company.  The Bank operates a full-service banking
business and engages in a broad range of commercial banking
activities, including accepting customary types of demand and
timed deposits, making individual, consumer, commercial, and
installment loans, money transfers, safe deposit services, and
making investments in U.S. government and municipal securities.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Nichols, Cauley and Associates, LLC, in
Atlanta, Georgia, expressed substantial doubt about Capital City
Bancshares' ability to continue as a going concern. The
independent auditors noted that the Company is operating under
regulatory orders to, among other items, increase capital and
maintain certain levels of minimum capital.  "As of Dec. 31, 2011,
the Company was not in compliance with these capital requirements.
In addition to its deteriorating capital position, the Company has
suffered significant losses related to nonperforming assets, has
experienced declining levels of liquid assets, and has significant
maturities of liabilities within the next twelve months."


CEL-SCI CORP: Had $835,400 Net Loss in June 30 Quarter
------------------------------------------------------
CEL-SCI Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $835,446 on $35,000 of revenue for the
three months ended June 30, 2012, compared with a net loss of
$3.11 million on $77,403 of revenue for the three months ended
June 30, 2011.

For the nine months ended June 30, 2012, the Company had a net
loss of $12.91 million on $146,567 of revenue, compared with a net
loss of $23.39 million on $784,036 of revenue for the nine months
ended June 30, 2011.

The Company's balance sheet at June 30, 2012, showed
$19.92 million in total assets, $10.91 million total liabilities,
and stockholders' equity of $9.01 million.

As reported in the TCR on Dec. 27, 2011, BDO USA LLP, in Bethesda,
Maryland, expressed substantial doubt about CEL-SCI's ability to
continue as a going concern, following the Company's results for
the fiscal year ended Sept. 30, 2011.  The independent auditors
noted that the Company has suffered recurring losses from
operations.

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

                       http://is.gd/thj85f

Vienna, Virginia-based CEL-SCI Corporation was formed as a
Colorado corporation in 1983.  CEL-SCI's business consists of (1)
Multikine(R) (Leukocyte Interleukin, Injection) investigational
cancer therapy; and (2) LEAPS technology, with two products,
pandemic flu treatment for hospitalized patients and CEL-2000, a
rheumatoid arthritis treatment vaccine, in development.


CENTRAL EUROPEAN: To Restate 2010 and 2011 Periodic Reports
-----------------------------------------------------------
Upon the recommendation of Central European Distribution
Corporation's management, the Company's board of directors has
concluded that the Company's financial statements for all
reporting periods from and after Jan. 1, 2010, should no longer be
relied upon primarily due to the fact that certain retroactive
rebates and trade marketing expenses were not properly recorded by
the Company's principal operating subsidiary in Russia, the
Russian Alcohol Group.  Following the Company's announcement on
June 4th, the Audit Committee of the Company's board of directors
initiated an internal investigation regarding the Company's
retroactive rebates, trade marketing expenses and related
accounting issues.

The Company management has made a preliminary determination that
the aggregate effect of the adjustments identified will result in
a cumulative reduction of each of revenue and EBITDA for the
period from Jan. 1, 2010, through Dec. 31, 2011, of approximately
$49 million, and that the adjustments identified would result in
impairment charges of approximately $10 million.

The Company will not be able to file its quarterly report on Form
10-Q for the quarter ended June 30, 2012, until its internal
investigation is complete, as the results of that investigation
could affect its financial statements for the three and six month
periods ended June 30, 2012, and the comparable periods in the
prior year.  The Company intends to file these reports with the
SEC as soon as practicable following completion of its internal
investigation.

                              About CEDC

Mt. Laurel, New Jersey-based Central European Distribution
Corporation is one of the world's largest vodka producers and
Central and Eastern Europe's largest integrated spirit beverages
business with its primary operations in Poland, Russia and
Hungary.

The Company's balance sheet at March 31, 2012, showed
US$2.033 billion in total assets, US$1.674 billion in total
liabilities, and stockholders' equity of US$358.45 million.

According to the regulatory filing, "[C]ertain credit and
factoring facilities are coming due in 2012, which the Company
expects to renew.  Furthermore, our Convertible Senior Notes are
due on March 15, 2013.  Our current cash on hand, estimated cash
from operations and available credit facilities will not be
sufficient to make the repayment on Convertible Notes and, unless
the transaction with Russian Standard Corporation is completed as
scheduled, the Company may default on them.  The Company's cash
flow forecasts include the assumption that certain credit and
factoring facilities that are coming due in 2012 will be renewed
to manage working capital needs.  Moreover, the Company had a net
loss and significant impairment charges in 2011 and current
liabilities exceed current assets at March 31, 2012.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern unless the transaction with Russian
Standard is completed as scheduled."

Ernst & Young Audit sp. z o.o., in Warsaw, Poland, expressed
substantial doubt about Central European'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
certain of the Company's credit and factoring facilities are
coming due in 2012 and will need to be renewed to manage its
working capital needs.

                           *    *     *

As reported by the TCR on Aug. 10, 2012, Standard & Poor's Ratings
Services kept on CreditWatch with negative implications its 'CCC+'
long-term corporate credit rating on U.S.-based Central European
Distribution Corp. (CEDC), the parent company of Poland-based
vodka manufacturer CEDC International sp. z o.o.

"The CreditWatch status reflects our view that uncertainties
remain related to CEDC's ongoing accounting review and that
CEDC's liquidity could further and substantially weaken if there
was a breach of covenants which could lead to the acceleration of
the payment of the 2016 notes, upon receipt of a written notice
of 25% or more of the noteholders," S&P said.


CINRAM INT'L: Has $91.8-Mil. Net Loss in Second Quarter
-------------------------------------------------------
Cinram International Income Fund reported consolidated revenue of
$143.2 million in the 2012 second quarter compared to $147.5
million in the second quarter of 2011.  For the first six months
of 2012, revenue was $310.8 million, a 4% decrease from $324.2
million in the prior year comparable period, primarily as a result
of lower standard DVD and CD revenue, partially offset by an
increase in Blu-ray related revenue.  The Fund reported a net loss
for the second quarter of 2012 of $91.8 million or $0.21 per unit
(basic), compared with a net loss of $97.4 million or $(1.60) per
unit (basic) in 2011.  A full text copy of Company's earnings
release is available free at http://is.gd/H3XTC9

                      About Cinram International

With headquarters in Toronto, Ontario, Canada, Cinram
International Inc. is one of the world's largest independent
manufacturers, replicators and distributors of DVDs and audio
CDs.

The Company on June 25, 2012, filed for reorganization protection
under the Companies' Creditors Arrangements Act (Canada) in the
Ontario Superior Court.  Concurrently with that filing, Cinram's
US subsidiaries filed under Chapter 15 of the United States
Bankruptcy Code (Bankr. D. Del. Case Nos. 12-11882 to 12-11890).

Pauline K. Morgan Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as U.S. counsel.  FTI Consulting is
the monitor in the CCAA case.  Attorneys at Goodsman LLP represent
Cinram in the CCAA case.

On July 12, 2012, the Canadian Court approved the sale of
substantially all of Cinram's assets and businesses in North
America and Europe to newly formed subsidiaries of Najafi
Companies.  The sale was also approved by the U.S. Court on July
25, 2012.


CHABAD HOUSE: Case Summary & 3 Unsecured Creditors
--------------------------------------------------
Debtor: Chabad House at Johns Hopkins, LLC, Debtor
        3701 North Charles Street
        Baltimore, MD 21218

Bankruptcy Case No.: 12-24686

Chapter 11 Petition Date: August 9, 2012

Court: U.S. Bankruptcy Court
       District of Maryland (Baltimore)

Judge: Robert A. Gordon

Debtor's Counsel: Aryeh E. Stein, Esq.
                  MERIDIAN LAW, LLC
                  600 Reisterstown Road, Suite 700
                  Baltimore, MD 21208
                  Tel: (443) 326-6011
                  E-mail: astein@meridianlawfirm.com

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

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

The Company's list of its three unsecured creditors is available
for free at http://bankrupt.com/misc/mdb12-24686.pdf

The petition was signed by Zev Gopin, managing member.


CHINA BAK BATTERY: Posts $27.6 Million Net Loss in June 30 Quarter
------------------------------------------------------------------
China BAK Battery, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $27.60 million on $46.84 million of
revenues for the three months ended June 30, 2012, compared with a
net loss of $7.24 million on $47.13 million of revenues for the
three months ended June 30, 2011.

For the nine months ended June 30, 2012, the Company reported a
net loss of $45.04 million on $151.38 million of revenues,
compared with a net loss of $14.99 million on $157.37 million of
revenues for the nine months ended June 30, 2011.

The Company's balance sheet at June 30, 2012, showed
$454.43 million in total assets, $362.74 million in total
liabilities, and stockholders' equity of $91.69 million.

According to the regulatory filing, the Company has a working
capital deficiency, accumulated deficit from recurring net losses
incurred for the current and prior reporting periods and
significant short-term debt obligations maturing in less than one
year as of June 30, 2012.  These factors raise substantial doubts
about the Company's ability to continue as a going concern.

As reported in the TCR on Dec. 20, 2011, PKF, in Hong Kong, China,
expressed substantial doubt about China BAK's ability to continue
as a going concern, following the Company's results for the fiscal
year ended Sept. 30, 2011.  The independent auditors noted that
the Company has a working capital deficiency, accumulated deficit
from recurring net losses incurred for the current and prior years
and significant short-term debt obligations maturing in less than
one year as of Sept. 30, 2011.

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

                       http://is.gd/vK9Ur7

Shenzhen, P.R.C.-based China BAK Battery, Inc., is a global
manufacturer of lithium-based battery cells.  The Company produces
battery cells for OEM customers and replacement battery
manufacturers.




CITY NATIONAL: Suspending Filing of Reports with SEC
----------------------------------------------------
City National Bancshares Corporation filed a Form 15 with the U.S.
Securities and Exchange Commission notifying of its suspension of
its duty under Section 15(d) to file reports required by Section
13(a) of the Securities Exchange Act of 1934 with respect to its
common stock.  As of Aug. 8, 2012, there were 1,160 holders of the
common shares.

                  About City National Bancshares

Newark, New Jersey-based City National Bancshares Corporation is a
New Jersey corporation incorporated on Jan. 10, 1983.  City
National Bank, a wholly-owned subsidiary of CNBC, is a national
banking association chartered in 1973 under the laws of the United
States of America and has one subsidiary, City National
Investments, Inc., an investment company which holds, maintains
and manages investment assets for CNB.  CNB provides a wide range
of retail and commercial banking services through its retail
branch network, although the primary focus is on establishing
commercial and municipal relationships.

The Company reported a net loss of $3.67 million in 2011, a net
loss of $7.45 million in 2010, and a net loss of $7.82 million in
2009.

The Company's balance sheet at Dec. 31, 2011, showed
$358.44 million in total assets, $338.67 million in total
liabilities and $19.77 million in total stockholders' equity.

KPMG LLP, in Short Hills, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the
period ended Dec. 31, 2011.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
entered into a consent order with the Office of the Comptroller of
the Currency that raise substantial doubt about its ability to
continue as a going concern.


COMPLETE GENOMICS: Posts $18.8 Million Net Loss in Second Quarter
-----------------------------------------------------------------
Complete Genomics, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $18.83 million on $8.69 million of revenue
for the three months ended June 30, 2012, compared with a net loss
of $15.96 million on $5.87 million of revenue for the same period
last year.

For the six months ended June 30, 2012, the Company reported a net
loss of $39.06 million on $12.60 million of revenue, compared with
a net loss of $28.42 million on $12.70 million of revenue for the
six months ended June 30, 2011.

The Company had an accumulated deficit of $250.26 million as of
June 30, 2012.  The Company's accumulated deficit was
$211.20 million as of Dec. 31, 2011.

The Company's balance sheet at June 30, 2012, showed
$95.18 million in total assets, $46.81 million in total
liabilities, and stockholders' equity of $48.37 million.

According to the regulatory filing, the Company has incurred net
operating losses and significant negative cash flow from
operations during every year since inception.  At June 30, 2012,
the Company had an accumulated deficit of $250.26 million.

The Company said, "Management believes that based on the current
level of operations, cash and cash equivalents balances and
interest income the Company will earn on these balances will not
be sufficient to meet the anticipated cash requirements for the
six months beyond June 30, 2012.  The Company's recurring
operating losses and negative cash flow from operations and its
requirement for additional funding to execute its business
objectives beyond this period gives rise to substantial doubt as
to the Company's ability to continue as a going concern."

Engages Jefferies & Company as Financial Advisor

The Company announced on June 5, 2012, that it has engaged
Jefferies & Company, Inc., to act as financial advisor to the
Company and to assist in its review of strategic alternatives,
which could include a merger, business combination, equity
investment or sale of the Company.  "There can be no assurance
that the Company will be successful in executing on any of these
possible strategic alternatives.  If the Company is unable to
execute on one of these possible strategic alternatives or
otherwise raise additional financing on a timely basis, it will
need to significantly scale back or discontinue operations."

             PwC's Report on 2011 Financial Statements

PricewaterhouseCoopers LLP's report dated March 8, 2012, on
Complete Genomics' financial statements for the year ended
Dec. 31, 2011, includes an explanatory paragraph stating that the
Company's recurring losses from operations and significant
negative cash flow from operations raise substantial doubt about
its ability to continue as a going concern.  "If we fail to raise
additional capital in sufficient amounts and in a timely manner,
we will be unable to operate our business as it is currently
operated to Dec. 31, 2012."

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

                       http://is.gd/9bEWFC

Mountain View, California-based Complete Genomics, Inc., is a life
sciences company that has developed and commercialized a DNA
sequencing platform for whole human genome sequencing and
analysis.  The Company was incorporated in Delaware on June 14,
2005, and began operations in March 2006.


COMSTOCK MINING: Longview Fund Discloses 6.2% Equity Stake
----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission dated Aug. 10, 2012, Longview Fund L.P.
disclosed that it beneficially owns 4,053 shares of A-2
Convertible Preferred Stock representing 6,225,816 shares of
Common Stock on an as converted basis and an additional 537,656
shares of common stock of Comstock Mining Inc. representing 6.251%
of the shares outstanding.  A copy of the filing is available for
free at http://is.gd/uxydkJ

                       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.


CONVERTED ORGANICS: Incurs $1.6 Million Net Loss in 2nd Quarter
---------------------------------------------------------------
Converted Organics Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $1.67 million on $627,280 of revenue for the three
months ended June 30, 2012, compared with a net loss of $548,776
on $1.42 million of revenue for the same period during the prior
year.

The Company reported net income of $1.29 million on $1.02 million
of revenue for the six months ended June 30, 2012, compared with a
net loss of $2.39 million on $2.16 million of revenue for the same
period a year ago.

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

The Company's balance sheet at June 30, 2012, showed $7.05 million
in total assets, $6.91 million in total liabilities and $140,006
in total stockholders' equity.

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

                        http://is.gd/pwSFqM

                     About Converted Organics

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

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


CUMULUS MEDIA: Reports $8.1 Million Net Income in Second Quarter
----------------------------------------------------------------
Cumulus Media Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $8.14 million on $281.04 million of net revenues for the three
months ended June 30, 2012, compared with net income of $1.34
million on $62.24 million of net revenues for the same period
during the prior year.

The Company reported a net loss of $3.98 million on $517.03
million of net revenues for the six months ended June 30, 2012,
compared with net income of $17.46 million on $113.90 million of
net revenues for the same period a year ago.

The Company's balance sheet at June 30, 2012, showed $3.91 billion
in total assets, $3.51 billion in total liabilities, $118.23
million in total redeemable preferred stock, and $278.50 million
total stockholders' equity.

Lew Dickey, Chairman & CEO stated, "The integration of Citadel,
investment in growth and de-leveraging are our top priorities.  We
are making excellent progress on all three fronts."

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

                        http://is.gd/Zfwpsx

                        About Cumulus Media

Based in Atlanta, Georgia, Cumulus Media Inc. (NASDAQ: CMLS) --
http://www.cumulus.com/-- is the second largest radio broadcaster
in the United States based on station count, controlling 350 radio
stations in 68 U.S. media markets.  In combination with its
affiliate, Cumulus Media Partners, LLC, the Company believes it is
the fourth largest radio broadcast company in the United States
when based on net revenues.

Cumulus Media put AR Broadcasting Holdings Inc. and three other
units to Chapter 11 protection (Bankr. D. Del. Lead Case No.
11-13674) after struggling to pay off debts that topped
$97 million as of June 30, 2011.  Holdings estimated debts between
$50 million and $100 million but said assets are worth less than
$50 million.  AR Broadcasting are Missouri and Texas radio
stations.

                         Bankruptcy Warning

The Company said in its annual report for the year ended Dec. 31,
2011, that the lenders under the 2011 Credit Facilities have taken
security interests in substantially all of the Company's
consolidated assets, and the Company has pledged the stock of
certain of its subsidiaries to secure the debt under the 2011
Credit Facilities.  If the lenders accelerate the repayment of
borrowings, the Company may be forced to liquidate certain assets
to repay all or part of such borrowings, and the Company cannot
assure that sufficient assets will remain after it has paid all of
the borrowings under those 2011 Credit Facilities.  If the Company
was unable to repay those amounts, the lenders could proceed
against the collateral granted to them to secure that indebtedness
and the Company could be forced into bankruptcy or liquidation.

                           *     *     *

Standard & Poor's Ratings Services in October 2011 affirmed is 'B'
corporate credit rating on Cumulus Media.

"The ratings reflect continued economic weakness and higher post-
acquisition leverage than we initially expected," said Standard &
Poor's credit analyst Jeanne Shoesmith. "They also reflect the
combined company's sizable presence in both large and midsize
markets throughout the U.S."


DEAN FOODS: S&P Affirms 'B+' Corp. Credit Rating; Outlook Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Dean Foods Co. to positive from stable. "At the same time, we
affirmed our 'B+' corporate credit rating, 'BB-' senior secured
debt rating, and 'B-' senior unsecured debt rating on the company.
Dean Foods' had about $3.55 billion of total debt outstanding at
June 30, 2012.

"The recovery rating on Dean Foods' senior secured credit
facilities is '2', indicating our expectation for substantial (70%
to 90%) recovery in the event of a payment default. The recovery
rating on the $500 million 7% senior unsecured notes due 2016 and
$400 million 9.75% senior unsecured notes due 2018 is '6',
indicating our expectation of negligible (0% to 10%) recovery in
the event of a payment default. We rate Dean Holding Co.'s (a
subsidiary of Dean Foods) $142 million 6.9% senior unsecured notes
due 2017 'B-' with a recovery rating of '6'," S&P said.

"The outlook revision is based on Dean Foods' improved operating
results, credit measures, and covenant cushion," said Standard &
Poor's credit analyst Jeffrey Burian. "Additionally, we believe
Dean Foods may further reduce its leverage over the next 12 months
through the application of expected proceeds from its recently
announced plans for an IPO for its WhiteWave-Alpro segment, and an
interim refinancing transaction involving WhiteWave-Alpro and
subsequent tax-free distribution to shareholders of its remaining
interest in this business. We estimate that Dean Food's adjusted
debt to EBITDA (including our standard adjustments) declined to
about 4.8x at the end of the second quarter of 2012, from about
5.3x at the end of 2011, and covenant cushion continued to exceed
15% on financial covenants," S&P said.

"We anticipate Dean Foods will sustain or slightly improve its
credit measures. We estimate this would still apply following the
spin-off despite the loss of EBITDA from this higher margin
business, given the anticipated debt reduction associated with the
proposed IPO and spin-off transactions. Our assessment also takes
into consideration the uncertainty regarding the timing and final
terms of these potential transactions. If Dean Foods successfully
completes the proposed IPO transaction or distribution to
shareholders, resulting in a reduction of the company's
outstanding debt and corresponding improvement in credit metrics,
we will evaluate the effect on our ratings at that time relative
to our assessment of the company's business risk profile post
spin-off and considering business conditions in the fluid milk
market at the time of the spin-off. We believe a divestiture of
WhiteWave-Alpro will weaken our assessment of Dean Foods' overall
business risk profile. During the first six months of 2012,
WhiteWave-Alpro represented about 18% of Dean Foods' overall sales
and about 29% of operating income (before corporate overhead),
reflecting the relatively higher margins associated with this
growing business," S&P said.

"The ratings on Dallas-based Dean Foods and its subsidiary, Dean
Holding Co., reflect Standard & Poor's view that the company's
financial risk profile is 'highly leveraged' and its existing
business risk profile (including WhiteWave-Alpro) is 'fair,'" S&P
said.

"Key credit factors in our assessment of Dean Foods' business risk
profile include the company's exposure to U.S. dairy industry
conditions, characterized by reduced fluid milk demand, excess
production capacity in many regions, a shift by consumers away
from higher-margin branded milk sales as the economy weakened, and
recently volatile raw milk and commodity input costs. Other key
credit factors include Dean Foods' good market positions and brand
portfolio, the company's extensive national refrigerated
distribution network, and its rapidly growing value-added
Morningstar and WhiteWave-Alpro segments. Dean Foods is the
leading national dairy company in the U.S., with close to a 40%
market share, and a portfolio of national, regional, local, and
private-label brands with solid regional market positions," S&P
said.

"It is our opinion that Dean Foods remains exposed to challenging
U.S. dairy industry conditions, despite some improvement in the
first half of 2012, as its Fresh Dairy Direct segment represented
71% of first-half 2012 consolidated net sales. During 2011, a
combination of rising input costs (including raw milk and
butterfat), downward pressure on pricing, declining fluid milk
volumes, and the continuing effects of a mix shift toward higher
private-label sales as consumers traded down in a weak economy,
and excess industry production capacity, among other factors, hurt
Dean Foods' milk margins. Although raw milk costs declined over
the past three quarters and milk pricing pressures have eased
somewhat, this has not changed our view of the company's weakened
medium- to long-term earnings prospects for its fresh dairy
processing business, given the ongoing challenging industry
conditions that have affected input costs, pricing, and volume. In
addition, though we believe the Fresh Dairy Direct segment's
direct store delivery distribution system benefits from its scale,
it faces significant cost pressures from the proliferation of
smaller customers it serves and the high cost of fuel," S&P said.

"The company has been able to lessen the impact of these dairy
processing business factors through cost reductions, improved
operating efficiencies, and stronger performance in its other
businesses segments. Additionally, product innovation-led growth
and higher margins in the Morningstar and White Wave-Alpro
segments continue to make significant contributions to Dean Foods'
overall operating performance. These value-added segments
represented nearly 45% of Dean Foods' operating income (before
corporate overhead) in the first half of 2012 and provide product,
market segment, and geographic diversification. As such, the
divestiture of WhiteWave-Alpro would mitigate some of these
benefits to our assessment of Dean Food' business risk profile,"
S&P said.

"We estimate that Dean Foods' total net sales for the quarter
ended June 30, 2012, decreased by about 5.3%. But its adjusted
EBITDA margin improved to about 8.4% compared with 7.7% in the
second quarter of 2011. The reduction in sales reflects, in large
part, the pass-through of lower raw milk prices in product pricing
in the Fresh Dairy Direct and Morningstar segments. Milk prices
have recently begun to rise and we anticipate they will increase
through the remainder of 2012 but not reach 2011 levels. All of
the company's operating segments realized higher gross margins and
operating margins during the second quarter. The Fresh Dairy
Direct segment benefited from less milk margin pressure with
retailers and continued to maintain relatively flat fluid milk
volume in a contracting market," S&P said.

"Our assessment of Dean Foods' highly leveraged financial risk
profile reflects the company's significant, yet declining, debt
obligations. We estimate the ratio of adjusted debt to EBITDA
(including our standard debt adjustments for operating leases and
underfunded pension obligations) for the 12 months ended June 30,
2012, declined to about 4.8x, compared with 5.3x at the end of the
second quarter of 2011, reflecting both improved EBITDA and lower
debt. This is now slightly better than the indicative leverage
ratio range for a highly leveraged financial risk profile of
greater than 5x. We also estimate that for the 12 months ended
June 30, 2012, the ratio of adjusted funds from operations (FFO)
to total debt was about 14.2%, compared with about 13.2% for the
comparable prior-year period, and it remains modestly better than
the indicative ratio range of less than 12% for a highly leveraged
financial risk profile. We expect the company will be able to
sustain or slightly improve these credit measures, which could
result in a change in our financial risk assessment to
aggressive," S&P said.

S&P believes Dean Foods' operating results will continue to
improve but remain constrained by weak dairy industry conditions,
including declining volumes and overcapacity in the fluid milk
business, and continuing margin pressure from high input costs.
Key assumptions in Standard & Poor's 2012 forecast include:

- A revenue decline of more than 3% mainly related to Fresh
   Dairy Direct and reflecting, in part, the impact of lower raw
   milk input costs relative to 2011.

- A reported EBITDA margin near 6%, reflecting an increasing
   portion of operating income coming from higher-margin products
   at Morningstar and WhiteWave.

- Continued input cost pressures, including raw milk, diesel
   fuel, and resins. S&P assumes milk costs decline gradually
   through the first half of 2012 and then increase through the
   remainder of the year, but remain below 2011 levels. This is
   subject to revision as the effects of continuing drought
   conditions and rising feed costs in the U.S. become clearer.

- Capital expenditures of about $270 million.

- Litigation settlement payments of about $60 million.

- Net cash loss on sale of Consolidated Container Co. interest
   of $34 million.

"Based on our forecast, which includes WhiteWave-Alpro, we expect
credit measures to remain near recent levels over the near term,
including projected adjusted debt to EBITDA of near 5x and FFO to
total debt near 13% at the end of 2012. An application of IPO
proceeds to debt reduction during 2012 could result in improved
credit measures if Dean Foods is also able to sustain its
operating performance improvement," S&P said.

"The positive outlook on Dean Foods reflects our expectation that
the company will maintain adequate liquidity and covenant cushion,
and sustain credit measures at or better than current levels.
Although we believe the company's business risk profile will
weaken somewhat following the planned IPO and spin-off of its
higher margin WhiteWave-Alpro business, we could consider an
upgrade if Dean Foods sustains strengthened credit measures
including an adjusted total debt-to-EBITDA ratio at about 4.5x or
less and a ratio of FFO to total debt of about 15% or greater,
which is in line with indicative ratios for an 'aggressive'
financial risk profile, and the company's covenant cushion remains
above 15%," S&P said.

"We would consider revising the outlook to stable if the company's
financial policies become more aggressive, if adjusted leverage
increases above 5x, if its ratio of FFO to debt declines to 12% or
below, or if the covenant cushion declines to below 15%. We
estimate this could occur if sales growth declines and the EBITDA
margin reaches low- to mid-single-digits, which we believe could
result from significant deterioration in dairy processing industry
Conditions," S&P said.


DEEP DOWN: Reports $639,000 Net Income in Second Quarter
--------------------------------------------------------
Deep Down, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $639,000 on $7.90 million of revenue for the three months ended
June 30, 2012, compared with a net loss of $46,000 on $7.09
million of revenue for the same period a year ago.

For the six months ended June 30, 2012, the Company reported net
income of $339,000 on $12.77 million of revenue, compared with a
net loss of $1.80 million on $13.37 million of revenue for the
same period during the prior year.

The Company's balance sheet at June 30, 2012, showed $33.34
million in total assets, $7.92 million in total liabilities and
$25.41 million in total stockholders' equity.

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

                        http://is.gd/XMJpF9

                         About Deep Down

Houston, Tex.-based Deep Down, Inc. --
http://www.deepdowncorp.com/-- is an oilfield services company
specializing in complex deepwater and ultra-deepwater oil
production distribution system support services, serving the
worldwide offshore exploration and production industry.

During the Company's fiscal years ended Dec. 31, 2010, and 2009,
the Company has supplemented the financing of its capital needs
through a combination of debt and equity financings.  Most
significant in this regard has been the Company's debt facility
the Company has maintained with Whitney National Bank.  The
Company's loans outstanding under the Amended and Restated Credit
Agreement with Whitney become due on April 15, 2012.  The Company
will need to raise additional debt or equity capital or
renegotiate the existing debt prior to such date.  The Company is
currently in discussions with several lenders who have expressed
interest in refinancing its debt.  The Company's plan is to
refinance the outstanding indebtedness under the Restated Credit
Agreement or seek terms with Whitney that will provide an
extension of such Restated Credit Agreement along with additional
liquidity.  However, the Company cannot provide any assurance that
any financing will be available to it on acceptable terms or at
all.  If the Company is unable to raise additional capital or
renegotiate its existing debt, this would have a material adverse
impact on the Company's business or would raise substantial doubt
about its ability to continue as a going concern.  In addition, as
of Dec. 31, 2010, the Company was not in compliance with the
financial covenants under the Restated Credit Agreement.  On
March 25, 2011 the Company obtained a waiver for these covenants
as of Dec. 31, 2010.

The Company reported net income of $2.13 million in 2011, compared
with a net loss of $17.41 million in 2010.


DELTA PETROLEUM: Interior Department Has Plan Objections
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Interior Department filed an objection in
advance of the Aug. 15 hearing for confirmation of the plan of
Delta Petroleum Corp.  The Department contends that Delta has
failed to obtain consent from the government for transferring
federal oil and gas leases.  The government proposed language for
the confirmation order to rectify the alleged defects.  Michigan
taxing authorities and a creditor also filed objections.

The report relates that confirming the plan will lead to formation
of a joint venture with Laramie Energy II LLC.  At an auction,
Laramie was selected to sponsor the plan creating a joint venture
two-thirds owned by Laramie and one-third by reorganized Delta.

According to the report, the disclosure statement told holders of
$267.7 million in unsecured note claims they could expect a
recovery worth between 6% and 11.7% from receiving stock in
reorganized Delta.  Delta, in turn, will own one-third of the
joint venture.  Delta's unsecured creditors, with claims of about
$3 million, will have the same percentage recovery from receipt of
stock.  In addition to stock in the joint venture, Delta will
receive $75 million cash to be used in paying off about $50
million owing on a loan to finance the Chapter 11 case.

The report notes the remainder of the cash will be applied toward
expenses of the Chapter 11 effort.  Delta is contributing all
except about $8 million of its property to the joint venture.
Laramie is contributing selected assets plus $75 million cash.
The reorganization structure preserves some $885 million in net
operating tax-loss carry forwards.  The joint venture, to be
called Piceance Energy LLC, will be financed in part with a $400
million revolving credit.  Laramie, based in Denver, develops what
it calls "unconventional gas resources" in the Rocky Mountains.
Delta filed for bankruptcy reorganization in Dec.  When the
bankruptcy began, debt included $38.5 million outstanding on a
secured loan with Macquarie Bank Ltd.

The Bloomberg report disclosed the $150 million in senior
subordinated debt last traded on Aug. 1 for 57 cents on the
dollar, down from 81 cents on Jan. 26, according to Trace, the
bond-price reporting system of the Financial Industry Regulatory
Authority.

                       About Delta Petroleum

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

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

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

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

Delta Petroleum has won approval for its disclosure statement
explaining the Chapter 11 reorganization plan.  There's a hearing
to consider confirmation of the Plan on Aug. 15.


DEWEY & LEBOEUF: BALC Wants Stay Lifted on Non-Wind-Down Property
-----------------------------------------------------------------
Banc of America Leasing & Capital, LLC, asks the U.S. Bankruptcy
Court Southern District of New York to grant relief from the
automatic stay with respect to certain non-wind-down property of
Dewey & Leboeuf LLP.  A hearing on Aug. 23, 2012, at 10 a.m. has
been set.  Objections, if any, are due Aug. 16, at 4 p.m.

BALC is represented by:

         Daniel F. Flores, Esq.
         Scott A. Zuber, Esq.
         WILSON ELSER MOSKOWITZ EDELMAN & DICKER LLP
         150 East 42nd Street
         New York, NY 10017-5639
         Tel: (212) 915-5769
         Fax: (212) 490-3038
         E-mail: daniel.flores@wilsonelser.com
                 scott.zuber@wilsonelser.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 US$245
million and assets of US$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
US$6 million.  The Pension benefit Guaranty Corp. took US$2
million of the proceeds as part of a settlement.  The Debtor
disclosed $368,117,240 in assets and $348,817,408 in liabilities
as of the Chapter 11 filing.

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.
The Official Committee of Unsecured Creditors tapped Deloitte
Financial Advisory Services LLP as its financial advisor.

U.S. Bankruptcy Judge Martin Glenn on July 31 approved Dewey's
request to extend its funding deadline, which would have July 31,
to Aug. 15.


DEWEY & LEBOEUF: Theirhoff OK'd as German Wind Down Counsel
-----------------------------------------------------------
The Hon. Martin Glenn of the U.S. Bankruptcy Court for the
Southern District of New York authorized Dewey & Leboeuf LLP, to
employ Theirhoff Muller & Partner as its German wind down counsel
and consultants.

Thierhoff is expected to:

   a) assist in the orderly and cost efficient wind down of the
      Frankfurt, Germany Office;

   b) provide advice on matters associated with German
      insolvency issues;

   c) provide consultancy advice and support as in the
      presentation of an estimated outcome statement in regards
      to the wind down of the Frankfurt Office; and

   d) perform other tasks as may be mutually agreed to with the
      Debtor relating to the wind down of the Frankfurt Office.

Renate Muller, a partner at Thierhoff, told the Court that
Thierhoff's professionals' normal billing rates range from EUR500
to EUR320 per hour.

Mr. Muller assures the Court that Thierhoff is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                        Germany Offices

As reported in the Troubled Company Reporter on July 9, 2012,
German legal news website JuVe related that all equity partners at
the Debtor's Frankfurt office have now found new homes.  Joshua
Freedman at The Lawyer said that Ashurst has picked up two
Frankfurt partners from the Debtor, corporate lawyer Benedikt von
Schorlemer and employment specialist Andreas Mauroschat.  Mr. von
Schorlemer will join Ashurst as a partner, while the City firm is
also taking on the Debtor's corporate senior associate Jan
Krekeler, The Lawyer states.  Mr. Mauroschat, according to The
Lawyer, will head Ashurst's German employment practice as its only
employment partner in the jurisdiction.  Litigator Tanja Pfitzner
is setting up her own practice, JuVe reported.

                      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 US$245
million and assets of US$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
US$6 million.  The Pension benefit Guaranty Corp. took US$2
million of the proceeds as part of a settlement.  The Debtor
disclosed $368,117,240 in assets and $348,817,408 in liabilities
as of the Chapter 11 filing.

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.
The Official Committee of Unsecured Creditors tapped Deloitte
Financial Advisory Services LLP as its financial advisor.

U.S. Bankruptcy Judge Martin Glenn on July 31 approved Dewey's
request to extend its funding deadline, which would have July 31,
to Aug. 15.


DEX ONE: Regains Compliance with NYSE's $1.00 Closing Price Rule
----------------------------------------------------------------
The New York Stock Exchange notified Dex One Corporation on
June 4, 2012, that it had fallen below one of the NYSE's continued
listing standards.  Rule 802.01C of the NYSE Listed Company Manual
requires that the average closing price of the Company's common
stock over a consecutive 30 trading-day period equal or exceed
$1.00 per share.

On Aug. 7, 2012, the NYSE said that a calculation of the Company's
average stock price for the 30-trading days ended Aug. 6, 2012,
indicated that the stock price was above the NYSE's minimum
requirement of $1.00 per share based on a 30-trading day average
and that the Company is in compliance with the $1.00 share price
continued listing criterion.

                           About Dex One

Dex One, headquartered in Cary, North Carolina, is a local
business marketing services company that includes print
directories and online voice and mobile search.  Revenue was
approximately $1.1 billion for the LTM period ended Sept. 30,
2010.

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

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

The Company's balance sheet at June 30, 2012, showed $3.03 billion
in total assets, $2.93 billion in total liabilities and $103.57
million in total shareholders' equity.

                            *     *     *

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

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


DIALOGIC INC: Incurs $18 Million Net Loss in Second Quarter
-----------------------------------------------------------
Dialogic Inc. reported a net loss of $18.03 million on $38.55
million of total revenue for the three months ended June 30, 2012,
compared with a net loss of $11.26 million on $55.78 million of
total revenue for the same period during the prior year.

The Company reported a net loss of $32.81 million on
$79.66 million of total revenue for the six months ended June 30,
2012, compared with a net loss of $32.54 million on $100.65
million of total revenue for the same period a year ago.

The Company's balance sheet at June 30, 2012, showed
$140.76 million in total assets, $188 million in total liabilities
and a $47.23 million total stockholders' deficit.

"This quarter's slowdown in global telecom spending has created a
challenging revenue environment that directly impacted topline
performance.  In the face of these headwinds, we continue to take
proactive steps to ensure the long-term success of our Next-Gen
portfolio including Bandwidth Optimization Mobile Backhaul for
2G/3G and LTE networks, Core Switching, Session Border
Controllers, Mobile Video and our PowerMedia Media Server
software," said Kevin Cook, newly appointed President and Chief
Executive Officer.

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

                       http://is.gd/0cGHY8

                          About Dialogic

Milpitas, Calif.-based Dialogic Inc. provides communications
platforms and technology that enable developers and service
providers to build and deploy innovative applications without
concern for the complexities of the communication medium or
network.

The Company reported a net loss of $54.81 million in 2011,
following a net loss of $46.71 million in 2010.

                        Bankruptcy Warning

The Company said in its 2011 annual report that in the event of an
acceleration of the Company's obligations under the Term Loan
Agreement or Revolving Credit Agreement and its failure to pay the
amounts that would then become due, the Revolving Credit Lender or
Term Lenders could seek to foreclose on the Company's assets.  As
a result of this, or if the Company's stockholders do not approve
the Private Placement and the Notes become due and payable, the
Company would likely need to seek protection under the provisions
of the U.S. Bankruptcy Code or the Company's affiliates might be
required to seek protection under the provisions of applicable
bankruptcy codes.  In that event, the Company could seek to
reorganize its business, or the Company or a trustee appointed by
the court could be required to liquidate the Company's assets.


DIGITALGLOBE INC: S&P Affirms 'BB' CCR on GeoEye Acquisition
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating and 'BB+'issue-level ratings on Longmont, Colo.-
based DigitalGlobe Inc. "At the same time, we removed those
ratings from CreditWatch, where they were placed with negative
implications on July 24, 2012. The rating outlook is negative,"
S&P said.

"The affirmation reflects our view that the business risk benefits
of DigitalGlobe's proposed acquisition of competitor GeoEye offset
the effect of higher leverage associated with the proposed
combination," said Standard & Poor's credit analyst Michael
Weinstein. "We believe DigitalGlobe will continue to benefit from
revenues from its EnhancedView service-level agreement (SLA)
with the National Geospatial-Intelligence Agency (NGA), an arm of
the U.S. government. Given the likelihood that the U.S. government
will substantially reduce or eliminate its EnhancedView SLA with
GeoEye, we believe it is less likely that the U.S. government will
pursue further budget cuts that would affect DigitalGlobe's
EnhancedView SLA over the next few years. As the potential sole
provider of high-resolution commercial satellite imagery services
for various agencies within the U.S. government, we believe
DigitalGlobe is well positioned to retain its full share of
expected revenues from the EnhancedView SLA. At the same time, the
ratings recognize that government contracts are not guaranteed
until Congress appropriates the funds and that, although unlikely,
government agencies may terminate or suspend their contracts at
any time. Pro forma for the GeoEye transaction, about half of
DigitalGlobe's revenue will come from customers within the U.S.
government, and we factor this customer concentration into our
'fair' business risk assessment," S&P said.

"In acquiring GeoEye, DigitalGlobe would gain a stronger foothold
in image processing and analytic services, which could help to
drive ancillary revenue growth in future years, particularly in
the commercial and international segments," added Mr. Weinstein.
"DigitalGlobe currently has a relatively weak presence in the
advanced imagery processing and analytics segments, and the
combination with GeoEye provides the company with a full suite of
imagery services that it can provide to existing and potential
customers. The acquisition of GeoEye is subject to various
regulatory approvals, but our base-case scenario envisions the
transaction being completed in early 2013."

"The GeoEye acquisition provides DigitalGlobe with significant
scale benefits in the form of operational cost synergies and
reduced capital spending to manage a combined three-satellite
constellation system. We recognize the potential integration risks
in realizing these synergies, which could keep leverage high
through 2014 if expected savings do not materialize, and we
incorporate this risk into our negative rating outlook," S&P said.

"The outlook is negative, which reflects the expected heightened
leverage associated with the acquisition of GeoEye, and possible
integration risks, which could keep leverage elevated through 2014
if expected synergies do not materialize from the business
combination. Given the significant customer concentration from the
U.S. government at around 50% of the combined companies' revenues,
it is unlikely that we would raise the rating unless revenues
become more diversified, and FFO to debt rose above 35% on a
sustained basis," S&P said.

"Conversely, we could lower the rating if FFO to debt were to
remain under 20% or if leverage were to remain above 4x on a
sustained basis. As the transaction moves toward closing, we will
continue to monitor regulatory approval hurdles for the GeoEye
acquisition, but we do not expect these approvals to pose a threat
to the closing of the transaction," S&P said.


DUNE ENERGY: Midyear Proved Reserves Increased by 21.5%
-------------------------------------------------------
Dune Energy, Inc., announced that its mid-year proved oil and gas
reserves increased from 13.1 MMBOE at year-end 2011 to 16.1 MMBOE
at June 30, 2012, or a 21.5% increase.

Mid-Year 2012 Reserves

Total proved reserves at June 30, 2012, were 7,012 Mbbl and 54,420
MMcf or 16,082 MBOE.  This proved reserve base was 46% oil.
Proved Developed Producing (PDP) reserves were 2,216 Mbbl and
15,719 MMcf or 4,836 MBOE.  Proved Developed Non-Producing (PDNP)
reserves were 1,630 Mbbl and 15,172 MMcf or 4,159 MBOE.  Proved
Undeveloped (PUD) reserves were 3,166 Mbbl and 23,529 MMcf or
7,087 MBOE.  PDP reserves represented 30.1% of the total reserves,
PDNP represented 25.9% of the total reserves and PUD represented
44.0% of the total reserves.  PV@10% value, using SEC guidelines
of the proved reserves, was $309.1 million.  This calculation was
based on the unweighted average of the first-day-of-the-month
price for each month within the 12 month period prior to the end
of the reporting period ($110.37 per barrel and $3.37 per Mcf.)
This value was up almost 24% from year-end values using
essentially similar oil prices but approximately 24% lower gas
prices.

Probable reserves were 960 Mbbl and 12,658 MMcf or 3,070 MBOE.
Possible reserves were 2 Mbbl and 4,132 MMcf or 691 MBOE.  PV@10%
value using the same criteria as above is $75.4 million and $1.0
million respectively.

This report was prepared by DeGolyer and MacNaughton in accordance
with the reserves definitions of Rules 4-10(a) (1)-(32) of
Regulation S-X under the Securities Act of 1933, as amended.
DeGolyer and MacNaughton also prepared a report based on escalated
prices of $98.48 per barrel and $4.660 per Mcf which did not
result in a material difference in either PV@10% value or total
reserves.

Year-End 2011 Reserves

Total proved reserves were 5,654 Mbbl and 45,523 MMcf or 13,241
MBOE.  This proved reserve base was 43% oil.  Proved Developed
Producing (PDP) reserves were 2,341 Mbbl and 15,834 MMcf or 4,980
MBOE.  Proved Developed Non-Producing (PDNP) reserves were 1,179
Mbbl and 14,611 MMcf or 3,614 MBOE.  Proved Undeveloped (PUD)
reserves were 2,135 Mbbl and 15,079 MMcf or 4,648 MBOE. PDP
reserves represented 37.6% of the total reserves, PDNP represented
27.3% of the total reserves and PUD represented 35.1% of the total
reserves.  PV@10% value, using SEC guidelines of the proved
reserves, was $249.9 million.  This was based on the unweighted
average of the first-day-of-the-month price for each month within
the 12 month period prior to the end of the reporting period
($108.17 per barrel and $4.45 per Mcf.)

Probable reserves were 534 Mbbl and 3,650 MMcf or 1,142 MBOE.
Possible reserves were 1 Mbbl and 3,657 MMcf or 611 MBOE.  PV@10%
value using the same criteria as above was $36,356 and $2,367
respectively.

Production for the first half of 2012 was 204.6 Mbbl and 1,529
MMcf or 459 MBoe.  During the first half of the year drilling
operations at Garden Island Bay in the SL 214 #917 and SL 214 #915
ST moved approximately 500 MBOE from the PUD category to the PDP
or PDNP category. This drilling combined with a number of smaller
workovers in various fields and minor revisions resulted in the
sum of our PDP and PDNP reserves going up slightly from year end
2011 of 8,594 MBOE to 8,884 MBOE at June 30, 2012.  The major
upward change in our reserves occurred in the PUD category where
reserves increased from 4,648 MBOE to 7,088 MBOE or a 52.4%
increase.  Essentially all of this increase occurred in our
Leeville field as a result of a detailed 3-d Seismic and
Engineering study which identified an additional 20 PUD locations
within the field.  We anticipate commencing drilling activity on
the new PUD locations in the third quarter of the year.

Mid-Year Redetermination of Borrowing Base

We have submitted our new reserve report to the administrative
agent for our revolving credit facility, in connection with the
required semi-annual redetermination of our borrowing base under
that facility.  As part of that redetermination, we have initiated
discussions regarding an amendment to one of the negative
covenants in the credit agreement, which prohibits us from
allowing, as of the last day of any fiscal quarter, our ratio of
Total Debt (as of such day) to EBITDAX (for the immediately
preceding four fiscal quarters ending on such day) to be greater
than 4.0 to 1.0.  The Company is in compliance with this covenant,
however, its projections indicate that drawing down an amount
sufficient to fully fund its capital spending contemplated in this
latest reserve report, could cause the Company to exceed the 4.0
to 1.0 limit on this ratio and thus fail to comply with this
financial covenant at the end of the third quarter of 2012.  If
the Company fails to reach an agreement with its bank lenders
regarding an amendment to this financial ratio covenant that would
increase the certainty of full access to the borrowing base, the
Company may need to defer capital spending anticipated in this new
reserve report along with exploration spending.  Alternatively,
the Company may seek other sources of capital including joint
ventures in order to execute the plan contemplated in the reserve
report and its anticipated exploration spending.

James A. Watt, President and CEO of the company stated, "Our
drilling activity allowed us to move significant reserves from a
PUD category to either PDP or PDNP.  The Leeville field study has
set up the potential for a significant increase in reserves and
production later in 2012 and into 2013.  Our challenge is to
determine the best way to exploit these opportunities as quickly
as possible to add value for our shareholders recognizing the
constraints of our cash flow, availability under our revolver and
negative covenants of our credit agreement."

                         About Dune Energy

Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/
-- is an independent energy company based in Houston, Texas.
Since May 2004, the Company has been engaged in the exploration,
development, acquisition and exploitation of natural gas and crude
oil properties, with interests along the Louisiana/Texas Gulf
Coast.  The Company's properties cover over 90,000 gross acres
across 27 producing oil and natural gas fields.

The Company reported a net loss of $60.41 million in 2011,
compared with a net loss of $75.53 million in 2010.

The Company's balance sheet at June 30, 2012, showed $246.60
million in total assets, $123.28 million in total liabilities and
$123.31 million in total stockholders' equity.

                           *     *     *

As reported by the TCR on Dec. 27, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on Dune Energy Inc.
to 'SD' (selective default) from 'CC'.

"The rating actions follow the company's announcement that it has
completed the exchange offer for its 10.5% senior notes due 2012,
which we consider a distressed exchange and tantamount to a
default," said Standard & Poor's credit analyst Stephen Scovotti.
"Holders of $297 million of principle amount of the senior secured
notes exchanged their 10.5% senior secured notes for common stock,
which in the aggregate constitute 97.0% of Dune's common stock
post-restructuring, and approximately $49.5 million of newly
issued floating rate senior secured notes due 2016.  We consider
the completion of such an exchange to be a distressed exchange
and, as such, tantamount to a default under our criteria."

In the Jan. 2, 2012, edition of the TCR, Moody's Investors Service
revised Dune Energy, Inc.'s Probability of Default Rating (PDR) to
Caa3/LD from Ca following the closing of the debt exchange offer
of the company's 10.5% secured notes.  Simultaneously, Moody's
upgraded the Corporate Family Rating (CFR) to Caa3 reflecting
Dune's less onerous post-exchange capital structure and affirmed
the Ca rating on the secured notes.  The revision of the PDR
reflects Moody's view that the exchange transaction constitutes a
distressed exchange.  Moody's will remove the LD (limited default)
designation in two days, change the PDR to Caa3, and withdraw all
ratings.


EASTMAN KODAK: Delays Announcement of Auction Results
-----------------------------------------------------
The Wall Street Journal's Mike Spector and Dana Mattioli report
that Eastman Kodak Co. said Monday afternoon it has delayed
disclosing the outcome of its patent auction, a few minutes before
a deadline to select winning bidders "in light of continuing
discussions with bidders."  Kodak said its creditors supported the
move, adding that the "ongoing" auction is "complex and dynamic."
Kodak declined to comment further on the auction.

WSJ says Kodak had been required to select winning bidders for the
auction of 1,100 digital patents by 5 p.m. Monday under terms of
court-approved bidding procedures.  Kodak hoped to sell its entire
patent portfolio when the auction began Wednesday, but bids
started coming in all different shapes and sizes, with a range of
offers and increased complexity, people familiar with the process
said late last week, according to WSJ.

In a report Friday, Dana Mattioli, Mike Spector and Ashby Jones,
citing people familiar with the matter, said the patent auction
has failed to generate the premium bids that the company and
creditors had hoped for, with some suitors leaving Manhattan for
home in the past few days.  The sources told WSJ that all the bids
received for Kodak's patents thus far were significantly below
$500 million, as consortiums that include Apple Inc. and Google
Inc. declined to engage in the sort of spirited bidding that drove
up prices in an auction of Nortel Networks Inc. patents a year
ago.  Kodak had valued the patents at between $2.2 billion and
$2.6 billion.

WSJ notes proceeds from the sale must first be used to repay banks
including Citigroup Inc. that provided Kodak with a $950 million
bankruptcy loan.  At the end of June, Kodak held $1.3 billion in
cash, but the company continues to lose money, with its net loss
for the first six months deepening to $665 million from $425
million a year earlier.

WSJ relates the auction got under way on Wednesday at several New
York law firms, including Sullivan & Cromwell LLP.  Sources told
WSJ bidding consortiums pit Apple Inc. and Google Inc. against
each other and against private-equity firm Vector Capital Corp.

Kodak was selling the patents in two lots: one portfolio related
to capturing and processing images on cameras, smartphones and
tablets; and another tied to storing and analyzing images.
According to the report, bidders have put more value on the first
group, dubbed the "digital capture" portfolio.

Sources told WSJ Apple has teamed up with Microsoft Corp. and
patent aggregation firm Intellectual Ventures Management LLC.
Google's consortium includes patent aggregation firm RPX Corp. and
three hardware companies that make phones based on Google's
Android operating system: Samsung Electronics Co., LG Electronics
Inc. and HTC Corp.

On Monday, WSJ said a person familiar with the discussions
indicated that at some point, those consortiums could join forces
or change alliances to bid on Kodak's patents.

                        About Eastman Kodak

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

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

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

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

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

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

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

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


ECOSPHERE TECHNOLOGIES: Files Form 10-Q, Posts $920K Income in Q2
-----------------------------------------------------------------
Ecosphere Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $919,934 on $8.62 million of total revenues for the
three months ended June 30, 2012, compared with a net loss of
$1.54 million on $2.36 million of total revenues for the same
period during the prior year.

For the six months ended June 30, 2012, the Company reported net
income of $1.66 million on $16.98 million of total revenues,
compared to a net loss of $5.29 million on $4.59 million of total
revenues for the same period during the prior year.

The Company's balance sheet at June 30, 2012, showed
$11.89 million in total assets, $4.61 million in total
liabilities, $4.03 million in total redeemable convertible
cumulative preferred stock, and $3.25 million in total equity.

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

                        http://is.gd/eig7U8

                    About Ecosphere Technologies

Stuart, Fla.-based Ecosphere Technologies, Inc. (OTC BB: ESPH)
-- http://www.ecospheretech.com/-- is a diversified water
engineering, technology licensing and environmental services
company that designs, develops and manufactures wastewater
treatment solutions for industrial markets.  Ecosphere, through
its majority-owned subsidiary Ecosphere Energy Services, LLC
("EES"), provides energy exploration companies with an onsite,
chemical free method to kill bacteria and reduce scaling during
fracturing and flowback operations.

The Company reported a net loss of $5.86 million in 2011,
following a net loss of $22.66 million in 2010, and a net loss of
$19.05 million in 2009.


EDIETS.COM INC: Sells Corporate Services Business to Nutrio LLC
---------------------------------------------------------------
eDiets.com, Inc., and the Company's wholly owned subsidiary,
Nutrio.com, Inc., entered into an Asset Purchase Agreement with
Nutrio, LLC.  Under the Purchase Agreement and related Bill of
Sale and Assignment and Assumption Agreement, Nutrio purchased all
of the Sellers' right, title and interest in and to certain assets
relating to the Sellers' corporate services business, which
provides private label online nutrition, fitness and wellness
programs to companies mainly in the health insurance,
pharmaceutical and food industries.  The transaction closed on
Aug. 6, 2012, although certain post-closing obligations and
covenants apply, including making certain filings and obtaining
certain consents.

The acquired assets include contracts with customers and
suppliers, equipment, software and other intellectual property.
In addition, the Sellers assigned rights to receive payments under
certain contracts under the terms of an Assignment of Payments.
The purchase price of $255,000 was adjusted dollar-for-dollar at
closing to reflect, among other things, previously invoiced work,
services and products to be delivered after closing.

A copy of the Asset Purchase Agreement is available at:

                       http://is.gd/3Vu4iN

                          About eDiets

eDiets.com, Inc. is a leading provider of personalized nutrition,
fitness and weight-loss programs. eDiets currently features its
award-winning, fresh-prepared diet meal delivery service as one of
the more than 20 popular diet plans sold directly to members on
its flagship site, http://www.eDiets.com

Following the 2011 results, Ernst & Young LLP, in Boca Raton,
Florida, expressed substantial doubt about the Company's ability
to continue as a going concern.  The independent auditors noted
that the Company has incurred recurring operating losses, was not
able to meet its debt obligations in the current year and has a
working capital deficiency.

The Company's balance sheet at March 31, 2012, showed $2.29
million in total assets, $4.58 million in total liabilities, all
current, and a $2.28 million total stockholders' deficit.

                        Bankruptcy Warning

The Company said in its 2011 annual report that the continuation
of its business is dependent upon raising additional financial
support.  In light of the Company's results of operations,
management has and intends to continue to evaluate various
possibilities.  These possibilities include: raising additional
capital through the issuance of common or preferred stock,
securities convertible into common stock, or secured or unsecured
debt, selling one or more lines of business, or all or a portion
of the Company's assets, entering into a business combination,
reducing or eliminating operations, liquidating assets, or seeking
relief through a filing under the U.S. Bankruptcy Code.  These
possibilities, to the extent available, may be on terms that
result in significant dilution to the Company's existing
stockholders or that result in the Company"s existing stockholders
losing all of their investment in the Company.


EDISON MISSION: Moody's Cuts Rating on Sr. Unsec. Notes to 'Ca'
---------------------------------------------------------------
Moody's Investors Service downgraded the long-term ratings of
Edison Mission Energy (EME) and its subsidiary, Midwest Generation
Company, LLC (MWG), including EME's senior unsecured notes to Ca
from Caa3 and EME's Corporate Family Rating (CFR) and Probability
of Default Rating (PDR) to Ca from Caa2. Moody's also downgraded
MWG's senior secured pass-through certificates due 2016 to Caa1
from B2, and maintained EME's speculative grade liquidity rating
at SGL-4. The rating outlook for EME and MWG is negative.

"The rating action reflects the high probability of a default over
the next several months as the capital structure appears likely to
be restructured in light of expected weak cash flow, environmental
capital requirements, and upcoming debt maturities," said A.J.
Sabatelle, Senior Vice President at Moody's. "The rating action
recognizes comments by EME's management in its recent SEC
quarterly filings concerning the increased default prospects for
EME and its subsidiary MWG, and factors in Moody's recovery
prospects for security holders at EME and MWG in a default
scenario," added Sabatelle.

Ratings Rationale

The downgrade acknowledges the challenging market for unregulated
coal-fired generators, including EME, given low natural gas
prices, which has impacted reduced electric prices and output.
Both EME's and MWG's earnings and cash flow have declined
materially in the first six months of 2012 from recent historical
levels due to dwindling operating margins owing to lower revenues,
reduced volumes and higher fuel costs. Moody's calculates that the
year-over-year reduction in capacity revenues and the increase in
fuel costs alone will together reduce operating margins and cash
flow by approximately $300 million during 2012, leading to
negative free cash flow generation.

The downgrade considers the strain on EME's liquidity following
the termination of EME's $564 million revolver in February 2012
and the expiration of MWG's $500 million revolver in June 2012.
Prospectively, EME's only source of liquidity is unrestricted cash
on the balance sheet which at June 30th was $879 million
(including $177 million at MWG). EME's cash flow is further
compromised by the near-term inability to receive tax payments
under the tax-allocation agreement among affiliates including its
parent, Edison International (EIX: Baa2 senior unsecured). At June
30, 2012, EME had recognized $961 million of income tax benefits
related to federal tax credit carryforwards, federal net operating
loss carryforwards and state net operating loss carryforwards,
which if monetized would help to support EME's negative cash flow
prospects.

In EME's recent quarterly SEC filing, management indicated that it
had entered into non-disclosure and engagements agreements with
advisors representing certain of its unsecured bondholders for the
purpose of engaging in discussions with the advisors and EIX
regarding EME's financial condition. Moody's believes that EME's
ability to reach a consensual agreement with bondholders will be
challenging for several reasons including the need for EIX to
retain an 80% ownership of EME in order for EME to remain a party
to the tax-allocation agreement as the failure to maintain an 80%
ownership would lead to a termination of EME's tax-allocation
agreement. Moody's further believes that the amount of
unencumbered assets across EME's platform is somewhat limited
which raises questions about the willingness of bondholders to
reach a consensual agreement. As such, Moody's believes that
bankruptcy risk for EME has increased. With respect to MWG,
management in its recent quarterly SEC filing, indicated that in
light of the need to conserve cash over the next several years, a
period when capacity revenues are low and lease payments include
material principal amortization payments, the MWG lease may need
to be restructured and MWG may also need to file for bankruptcy
protection in part because of the interrelationship that exists
between MWG and EME.

The downgrade of MWG's secured lease to Caa1 from B2 factors in
the increased default risk that exists at this subsidiary as MWG's
financial results for the first six months of 2012 have declined
precipitously from previous levels. For example, MWG's cash from
operations for the first six months of 2012 was $28 million, a
decline of $138 million from the $166 million recorded for the
first six months of 2011. From 2008 through 2011, MWG's internal
cash flow was sufficient to satisfy all MWG obligations and pay
dividends of $796 million to EME. In light of low capacity prices
for the next eighteen months, higher fuel costs, and low energy
prices, MWG's internal cash flow generation is not likely to be
sufficient to meet all of its cash requirements and with the
expiration of the MWG revolver in June 2012, MWG's cash balance of
$177 million remains its only reliable source of liquidity to fund
required needs. The MWG secured lease is guaranteed by EME; its
ability to provide funding under the guarantee is severely
compromised by its own financial challenges.

In this regard, Moody's believes that while default risk, either
through a payment default or a restructuring of the MWG lease, has
increased, recovery prospects for secured lease debt remain high
given the modest level of remaining lease debt at MWG ($345
million) relative to the expected value for Powerton 5&6 and
Joliet 7&8, the plants that secure the lease. While the value of
coal-fired generation has declined throughout the country, the
value of Powerton 5&6 and Joliet 7&8 would need to decline to
below $135 per KW for leaseholders not to receive full recovery, a
level that Moody's believes remains unlikely.

EME's speculative grade liquidity rating of SGL-4 reflects Moody's
concern about EME's internal sources of liquidity over the next
four quarters given the generation of negative free cash flow, the
lack of reliable external financing arrangements at the company
and the pending $500 million debt maturity in June 2013.
Management indicated in its most recent quarterly SEC filing that
based on current projections and absent a restructuring of its
obligations, the company is not expected to have sufficient
liquidity to repay that $500 million. As mentioned, liquidity
needs are being met with cash on hand which at June 30, 2012 was
$879 million ($177 million at MWG). While many of the company's
assets are pledged to creditors which places limits on the
company's ability to raise additional liquidity from asset sales,
the company owns unencumbered natural gas assets and has had
success monetizing its wind assets during the last several years
to bolster liquidity.

The rating action continues to acknowledge the relationship that
EME has with its parent, EIX, including the parent's clear
position of not providing any direct or indirect credit support
for EME and its subsidiaries. To that end, Moody's notes that the
rating action results in a very wide (11-notch) rating
differential between the senior unsecured ratings of EIX and EME,
further substantiating the degree of separateness that Moody's
believes exists between the parent and this subsidiary.

Moody's views EME as being a financially distressed company, given
its highly levered capital structure relative to its ability to
generate sustainable cash flow. The continuing negative rating
outlook factors in Moody's concern about liquidity challenges and
the increased prospects of some form of debt restructuring in
light of the near-term debt maturity profile.

In light of this rating action and the increased probability of
default, ratings are unlikely to be upgraded over the intermediate
term horizon.

The Probability of Default Rating will be downgraded should a
default occur at EME. The ratings assigned to the individual debt
instruments at EME and MWG largely incorporate Moody's expected
recovery prospects for unsecured EME bondholders at the 35-65%
range and for MWG's leaseholders (greater than 90% recovery).

Downgrades:

  Issuer: Edison Mission Energy

    Probability of Default Rating, Downgraded to Ca from Caa2

    Corporate Family Rating, Downgraded to Ca from Caa2

    Senior Unsecured Regular Bond/Debenture, Downgraded to Ca/
    60%, LGD4 from Caa3 / 64%, LGD4

  Issuer: Midwest Generation, LLC

    Senior Secured Pass-Through Certificates, Downgraded to Caa1/
    LGD2, 15% from B2 / LGD2, 18%

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

Headquartered in Santa Ana, California, EME is an unregulated
generation company and an indirect wholly-owned subsidiary of EIX.
At December 31, 2011, EME had total assets of $8.3 billion.


EMMIS COMMUNICATIONS: FM Station Purchase Price Reverts to $110MM
-----------------------------------------------------------------
The First and Second Amendments to Put and Call Agreement between
subsidiaries of Emmis Communications Corporation, a subsidiary of
Grupo Radio Centro, S.A.B. de C.V. and certain of GRC's "Qualified
Designees" provided that the Qualified Designees had the right to
purchase radio station KXOS-FM (f/k/a KMVN-FM), Los Angeles, CA
for $85.5 million on or before Aug. 8, 2012.

Because the closing did not occur, the purchase price for the
Station automatically reverts to $110 million and GRC's
designation of the Qualified Designees is automatically rescinded.
In all other respects, the Put and Call Agreement remains in full
force and effect, as does the Local Programming and Marketing
Agreement for the Station between Emmis and GRC dated April 3,
2009.  Nonetheless, the parties are discussing a possible further
amendment to the Put and Call Agreement as the Qualified
Designees' banks have informed the parties that the financing
process has been delayed but continues to move forward.  However,
no assurances can be given that agreement on any further amendment
to the Put and Call Agreement will be reached.

                    About Emmis Communications

Headquartered in Indianapolis, Indiana, Emmis Communications
Corporation -- http://www.emmis.com/-- owns and operates 22 radio
stations serving New York, Los Angeles, Chicago, St. Louis,
Austin, Indianapolis, and Terre Haute, as well as national radio
networks in Slovakia and Bulgaria.  The company also publishes six
regional and two specialty magazines.

The Company's balance sheet at May 31, 2012, showed
$350.94 million in total assets, $360.51 million in total
liabilities, $46.88 million in series A cumulative convertible
preferred stock, and a $56.45 million total deficit.


ENERGY FUTURE: Prices Private Placement of Senior Secured Notes
---------------------------------------------------------------
Energy Future Intermediate Holding Company LLC and EFIH Finance
Inc., both wholly-owned subsidiaries of Energy Future Holdings
Corp., have priced a private offering of $250 million principal
amount of 6.875% Senior Secured Notes due 2017 and $600 million
principal amount of additional 11.750% Senior Secured Second Lien
Notes due 2022.  The offering is expected to close on or about
Aug. 14, 2012, subject to customary closing conditions.

The First Lien Notes will be issued under the Indenture, to be
dated as of the Closing Date, among the Issuers and The Bank of
New York Mellon Trust Company, N.A., as trustee.  The New Second
Lien Notes will be issued as additional notes under the Indenture,
dated as of April 25, 2011, as supplemented by the first
supplemental indenture, dated as of Feb. 6, 2012, the second
supplemental indenture, dated as of Feb. 28, 2012, the third
supplemental indenture, dated as of May 31, 2012, and the fourth
supplemental indenture, to be dated as of the Closing Date, each
among the Issuers and The Bank of New York Mellon Trust Company,
N.A., as trustee, pursuant to which the Issuers previously issued
$1.15 billion aggregate principal amount of 11.750% Senior Secured
Second Lien Notes due 2022.  The New Second Lien Notes will have
identical terms, other than the issue date and issue price, and
will constitute part of the same series, as the Existing Second
Lien Notes.

The Issuers intend to use a portion of the net proceeds from the
offering to pay a dividend of $680 million to EFH in or before
January 2013.  EFH will use the proceeds of the dividend to repay
the outstanding balance of the demand notes payable by EFH to its
wholly-owned subsidiary Texas Competitive Electric Holdings
Company LLC that have arisen from cash loaned by TCEH to EFH.
Pending such use, that portion of the net proceeds from the
offering will be deposited into an escrow account.  Holders of the
notes will have no security interest in the escrow account.  The
remaining net proceeds will be used for general corporate
purposes, which may include the payment of dividends to EFH.

                        About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

Energy Future had a net loss of $1.91 billion on $7.04 billion of
operating revenues for the year ended Dec. 31, 2011, compared with
a net loss of $2.81 billion on $8.23 billion of operating revenues
during the prior year.

The Company's balance sheet at June 30, 2012, showed $43.44
billion in total assets, $52.17 billion in total liabilities and a
$8.73 billion total deficit.

                           *     *     *

In late January 2012, Moody's Investors Service changed the rating
outlook for Energy Future Holdings Corp. (EFH) and its
subsidiaries to negative from stable.  Moody's affirmed EFH's Caa2
Corporate Family Rating (CFR), Caa3 Probability of Default Rating
(PDR), SGL-4 Speculative Grade Liquidity Rating and the Baa1
senior secured rating for Oncor.

EFH's Caa2 CFR and Caa3 PDR reflect a financially distressed
company with limited flexibility.  EFH's capital structure is
complex and, in our opinion, untenable which calls into question
the sustainability of the business model and expected duration of
the liquidity reserves.


ENERGY FUTURE: Intends to Offer $750 Million Sr. Secured Notes
--------------------------------------------------------------
Energy Future Intermediate Holding Company LLC and EFIH Finance
Inc., both wholly-owned subsidiaries of Energy Future Holdings
Corp. intend to commence a private offering of $250 million
principal amount of Senior Secured Notes due 2017 and $500 million
principal amount of additional 11.750% Senior Secured Second Lien
Notes due 2022.

The Issuers intend to use a portion of the net proceeds from the
offering to pay a dividend to EFH in January 2013.  EFH will use
the proceeds of the dividend to repay the outstanding balance of
demand notes that are payable by EFH to its wholly-owned
subsidiary Texas Competitive Electric Holdings Company LLC that
have arisen from cash loaned by TCEH to EFH. Pending such use,
that portion of the net proceeds from the offering will be
deposited into an escrow account.  Holders of the notes will have
no security interest in the escrow account.  The remaining net
proceeds will be used for general corporate purposes, which may
include the payment of dividends to EFH.

                        About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

Energy Future had a net loss of $1.91 billion on $7.04 billion of
operating revenues for the year ended Dec. 31, 2011, compared with
a net loss of $2.81 billion on $8.23 billion of operating revenues
during the prior year.

The Company's balance sheet at June 30, 2012, showed $43.44
billion in total assets, $52.17 billion in total liabilities and a
$8.73 billion total deficit.

                            *     *     *

In late January 2012, Moody's Investors Service changed the rating
outlook for Energy Future Holdings Corp. (EFH) and its
subsidiaries to negative from stable.  Moody's affirmed EFH's Caa2
Corporate Family Rating (CFR), Caa3 Probability of Default Rating
(PDR), SGL-4 Speculative Grade Liquidity Rating and the Baa1
senior secured rating for Oncor.

EFH's Caa2 CFR and Caa3 PDR reflect a financially distressed
company with limited flexibility. EFH's capital structure is
complex and, in our opinion, untenable which calls into question
the sustainability of the business model and expected duration of
the liquidity reserves.


EPICEPT CORP: Reports $2.9 Million Net Income in Second Quarter
---------------------------------------------------------------
EpiCept Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $2.95 million on $6.60 million of total revenue for the three
months ended June 30, 2012, compared with a net loss of
$4.34 million on $224,000 of total revenue for the same period
during the prior year.

The Company reported a net loss of $569,000 on $6.84 million of
total revenue for the six months ended June 30, 2012, compared
with a net loss of $6.80 million on $462,000 of total revenue for
the same period a year ago.

The Company's balance sheet at June 30, 2012, showed $5.30 million
in total assets, $17.85 million in total liabilities and a $12.55
million total stockholders' deficit.

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

                        http://is.gd/f242pV

                     About EpiCept Corporation

Tarrytown, N.Y.-based EpiCept Corporation (Nasdaq and Nasdaq OMX
Stockholm Exchange: EPCT) -- http://www.epicept.com/-- is focused
on the development and commercialization of pharmaceutical
products for the treatment of cancer and pain.  The Company's lead
product is Ceplene(R), approved in the European Union for the
remission maintenance and prevention of relapse in adult patients
with Acute Myeloid Leukemia (AML) in first remission.  In the
United States, a pivotal trial is scheduled to commence in 2011.
The Company has two other oncology drug candidates currently in
clinical development that were discovered using in-house
technology and have been shown to act as vascular disruption
agents in a variety of solid tumors.  The Company's pain portfolio
includes EpiCept(TM) NP-1, a prescription topical analgesic cream
in late-stage clinical development designed to provide effective
long-term relief of pain associated with peripheral neuropathies.

Epicept reported a net loss of $15.65 million in 2011, a net loss
of $15.53 million in 2010, and a net loss of $38.81 million in
2009.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Deloitte & Touche LLP, in Parsippany,
New Jersey, noted that the Company's recurring losses from
operations and stockholders' deficit raise substantial doubt about
its ability to continue as a going concern.


ESSEX PORTFOLIO: Fitch Assigns 'BB+' Preferred Stock Rating
-----------------------------------------------------------
Fitch Ratings has assigned a 'BBB' rating to the $300 million
3.625% senior unsecured notes due August 2022 issued by Essex
Portfolio L.P., the operating partnership of Essex Property Trust,
Inc. (NYSE: ESS).

The unsecured notes were issued at 98.99% of par to yield 3.747%.
The company expects to use the proceeds to repay balances on its
unsecured line of credit and for general corporate purposes.

Fitch currently rates the company as follows:

Essex Property Trust, Inc.

  -- Issuer Default Rating (IDR) 'BBB';
  -- Preferred stock 'BB+'.

Essex Portfolio L.P.

  -- IDR 'BBB';
  -- Unsecured revolving credit facility 'BBB';
  -- Senior unsecured term loans 'BBB';
  -- Senior unsecured notes 'BBB'.

The Rating Outlook is Positive.

The Positive Outlook is driven by Fitch's expectation that ESS'
near- to medium-term credit profile will improve to a level more
consistent with a rating of 'BBB+', due to healthy apartment
fundamentals combined with management's commitment to a
conservative balance sheet and growth in the unencumbered asset
pool.

Since year-end 2011, ESS' leverage levels have declined, fixed
charged coverage has improved, and the company maintains a good
level of unencumbered assets that provides solid coverage of
unsecured debt.  Further supporting the ratings are the company's
solid management team and long-term track record as astute
operators and capital allocators in the multifamily sector.

ESS' ratings are also supported by its strategy of owning assets
in supply constrained, high barrier to entry, West Coast markets.
Fitch views the strategy of owning assets in supply-constrained
coastal markets as a credit positive as these markets also exhibit
solid demand factors such as high cost of for-sale single-family
housing and proximity to solid job growth markets.

Fixed-charge coverage was 2.9 times (x) for the trailing twelve
months ended June 30, 2012, which is strong for the 'BBB' rating,
and is expected to rise above 3.0x through 2014.  Fixed-charge
coverage was 2.6x, 2.4x and 2.1x for the years ended Dec. 31,
2011, 2010 and 2009, respectively.  In a stress case not
anticipated by Fitch resulting in negative same-store NOI, fixed-
charge coverage could sustain below 2.3x, which would be
appropriate for a 'BBB' IDR.  Fitch defines fixed-charge coverage
as recurring operating EBITDA less Fitch's estimate of recurring
capital improvements divided by interest incurred and preferred
stock distributions.

ESS' net debt to annualized 2Q'12 recurring operating EBITDA was
6.6x, compared with 7.7x and 8.3x at Dec. 31, 2011 and 2010,
respectively.  Fitch projects that leverage will decline to the
mid-to-low 6.0x range through 2014, which is more appropriate for
a 'BBB+' rated multifamily REIT with ESS' geographic
concentration.  In a stress case not anticipated by Fitch
resulting in negative same-store NOI, leverage could sustain above
8.0x, which would be appropriate for a 'BBB-' IDR.

Further supporting the ratings is a high ratio of unencumbered
assets to unsecured debt. Based on applying a 7.5% cap rate to
annualized 2Q'12 unencumbered net operating income (NOI), ESS'
unencumbered assets covered unsecured debt 2.7x.  The unencumbered
pool is growing as the company replaces maturing secured debt with
unsecured debt and funds new acquisition and development with
equity and unsecured debt.  As of June 30, 2012, approximately 50%
of total NOI was unencumbered, up from 44% and 35% as of Dec. 31,
2011 and 2010, respectively.

ESS has a manageable debt maturity schedule with only 10% of total
debt (including pro rata share of JV debt) maturing from July 1,
2012 through Dec. 31, 2014.  Fitch calculates that ESS' sources of
liquidity exceed uses of liquidity by a ratio of 1.3x, which is
appropriate for the 'BBB' rating. Sources include: unrestricted
cash, availability under its unsecured revolving credit facility
and expected retained cash flows from operating activities after
dividend distributions.  Uses include: pro rata share of debt
maturities, remaining non-discretionary development expenditures
and expected recurring capital expenditures.

The ratings are supported by strong multifamily fundamentals in
ESS' markets. ESS' same-property NOI increased by 9.2% in 2Q'12.
Fitch anticipates that fundamentals will remain strong due to
moderate job growth, limited new supply, and a high cost of for-
sale single-family housing in ESS' markets. The ratings also point
to the strength of ESS' long-tenured management team, including
senior officers and property and leasing managers.

Offsetting these credit strengths are the company's moderate level
of secured debt, geographically concentrated portfolio, and
growing active development pipeline.

ESS historically has been primarily a secured borrower but began
shifting in 2011 to an unsecured funding model.  Pro forma for the
$300 million bond issuance, the company has $915 million (36% of
total debt) of unsecured debt on its balance sheet, compared to
total debt of $2.5 billion.  The 36% is low relative to
multifamily REIT peers that generally maintain 50% or more of
total debt as unsecured.

Although Fitch highlights the company's supply-constrained market
focus strategy as a credit positive, this is somewhat offset by
the geographic concentration in Southern California (48.3% of
multifamily NOI), San Francisco Bay Area (34.3%), and the Seattle
metropolitan area (17.4%). 82.6% of multifamily NOI in 2Q'12 was
derived from the state of California (Fitch rates California's
general obligation bonds 'A-'; Outlook Stable).  While ESS' SSNOI
performance has exceeded a market-weighted PPR index, Fitch notes
the seismic risks of the state and the potential for government
budget dynamics to pressure property taxes.

The company maintains an active development pipeline, with total
development cost representing 18.7% of total undepreciated
consolidated assets, with $595.5 million remaining to be spent, or
11.2% of total assets as of June 30, 2012.  However, the majority
of the current development pipeline is within JV's, and based on
Essex's pro rata share, remaining costs to Essex are $360.4
million, or 6.8% of total assets.  Should demand decrease in
Essex's markets prior to completion, these projects could serve as
a drag on cash flows due to longer than projected lease-up at less
favorable rental rates.

The two-notch differential between ESS' IDR and preferred stock
rating is consistent with Fitch's criteria for corporate entities
with a 'BBB' IDR.  Based on 'Treatment and Notching of Hybrids in
Nonfinancial Corporate and REIT Credit Analysis', these preferred
securities are deeply subordinated and have loss absorption
elements that would likely result in poor recoveries in the event
of a corporate default.

The following factors may result in an upgrade to 'BBB+':

  -- Fitch's expectation of net debt to recurring operating EBITDA
     sustaining below 7.0x (as of June 30, 2012 leverage was 6.6x
     based on annualized 2Q'12 EBITDA);
  -- Fitch's expectation of fixed charge coverage sustaining above
     2.5x (coverage for the TTM ended June 30, 2012 was 2.9x);
  -- Consistent access to multiple sources of capital, including
     unsecured notes, term loans and common equity.

The following factors may result in negative momentum on the
ratings and/or Outlook:

  -- Leverage sustaining above 8.0x;
  -- Coverage sustaining below 2.0x;
  -- If operating fundamentals relapse similar to the environment
     of 2009 in the near term, rather than remaining strong as
     currently expected;
  -- A liquidity shortfall.


EURAMAX INTERNATIONAL: Incurs $15.6-Mil. 2nd Quarter Net Loss
-------------------------------------------------------------
Euramax Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $15.59 million on $223.79 million of net sales for the
three months ended June 29, 2012, compared with a net loss of
$2.12 million on $256.85 million of net sales for the three months
ended July 1, 2011.

For the six months ended June 29, 2012, the Company reported a net
loss of $23.71 million on $422.47 million of net sales, as
compared to a net loss of $10.45 million on $467.23 million of net
sales for the six months ended July 1, 2011.

The Company reported a net loss of $62.71 million in 2011, a net
loss of $38.54 million in 2010, and a net loss of $85.62 million
in 2009.

Euramax's balance sheet at June 29, 2012, showed $632.52 million
in total assets, $708.03 million in total liabilities, and a
$75.51 million total shareholders' deficit.

President and CEO Mitchell B. Lewis commented, "Our volume in the
second quarter was impacted by the challenging economic
environment in Europe as well as the severe drought conditions
throughout much of the United States.  Despite these overall sales
declines, demand for our commercial products in the post frame
construction, RV and transportation markets improved during the
second quarter of 2012 compared to the prior year quarter.  While
operating income and adjusted EBITDA modestly declined year over
year, declines were less than expected in light of weak sales
demand.  Initiatives taken by the Company to reduce overhead costs
and streamline operations helped mitigate the impact of lower
volumes and have contributed to an improvement in operating
margins."

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

                        http://is.gd/ObkPvN

                           About Euramax

Based in Norcross, Georgia, Euramax International, Inc., is a
leading international producer of aluminum, steel, vinyl and
fiberglass products for original equipment manufacturers,
distributors, contractors and home centers in North America and
Western Europe. The Company was acquired for $1 billion in 2005 by
management and Goldman Sachs Capital Partners.

Euramax Int'l has subsidiaries in Canada (Euramax Canada, Inc.),
United Kingdom (Ellbee Limited and Euramax Coated Products
Limited), and The Netherlands (Euramax Coated Products B.V.), and
France (Euramax Industries S.A.).

                            *     *     *

As reported by the Troubled Company Reporter on April 24, 2009,
Moody's Investors Service downgraded Euramax International's
corporate family rating and probability of default rating to Ca
from Caa1.  Euramax was acquired for $1 billion in 2005 by
management and Goldman Sachs Capital Partners.  A "large portion
of the purchase price was financed with debt," according to S&P.

As reported by the TCR on July 30, 2009, Standard & Poor's Ratings
Services raised its ratings on Norcross, Georgia-based Euramax
International Inc., including the long-term corporate credit
rating, to 'B-' from 'D'.

"The ratings upgrade reflects the company's highly leveraged,
although somewhat improved, financial risk profile following a
recent out-of-court restructuring," said Standard & Poor's credit
analyst Dan Picciotto.  "As a result of the restructuring,
Euramax's second-lien debtholders received equity and about half
of its new $513 million of first-lien debt is pay-in-kind,
providing some cash flow benefit," he continued.


FENTURA FINANCIAL: To Cease Filing Periodic Reports with SEC
------------------------------------------------------------
Fentura Financial, Inc., intends to file a Form 15 with the
Securities and Exchange Commission to deregister its common stock,
no par value, under the Securities Exchange Act of 1934, as
amended, which will terminate the Company's obligation to file
periodic and annual reports with the Commission.

The Company's board of directors has determined that the Company
would benefit from that action by eliminating significant costs,
including fees and expenses relating to the preparation and filing
of periodic reports with the Commission, and by permitting
management to spend less time on report preparation, which will
allow them to devote full attention and effort to the Company's
operations.  The Company intends to continue to hold annual
meetings and to provide its shareholders with financial
information.

                      About Fentura Financial

Based in Fenton, Michigan, Fentura Financial, Inc., is a
registered bank holding company, owns and controls The State Bank,
Fenton, Michigan, and West Michigan Community Bank, Hudsonville,
Michigan, both state nonmember banks, and two nonbank
subsidiaries.  Fentura Financial shares are traded over the
counter under the FETM trading symbol.

Fentura Financial, Inc., entered into a Written Agreement with
the Federal Reserve Bank of Chicago on Nov. 4, 2010.  Among
other things, the Written Agreement requires that the Company
obtain the approval of the FRB prior to paying a dividend;
requires that the Company obtain the approval of the FRB prior to
making any distribution of interest, principal, or other sums on
subordinated debentures or trust preferred securities; prohibits
the Company from purchasing or redeeming any shares of its stock
without the prior written approval of the FRB; requires the
submission of a written capital plan by Jan. 3, 2011, and;
requires the Company to submit cash flow projections for the
Company to the FRB on a quarterly basis.

The Company reported a net loss of $1.51 million in 2011, compared
with a net loss of $5.38 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$306.46 million in total assets, $292.29 million in total
liabilities and $14.17 million in total stockholders' equity.


FIRST NATIONAL: Posts $335,000 Net Loss in 2011
-----------------------------------------------
First National Community Bancorp, Inc., filed its quarterly report
on Form 10-Q, reporting a net loss of $335,000 on $29.07 million
of net interest income before loan and lease losses for 2011,
compared with a net loss of $31.72 million on $33.60 million of
net interest income before loan and lease losses for 2010.

The Company recorded a $523,000 provision for loan and lease
losses in 2011 as compared to the $25.04 million provision
recorded in 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$1.103 billion in total assets, $1.063 billion in total
liabilities, and shareholders' equity of $39.92 million.

First National Community Bank (the "Bank") is under a Consent
Order (the "Order") from the Office of the Comptroller of the
Currency ("OCC") dated Sept. 1, 2010. The Company is also subject
to a written Agreement (the "Agreement") with the Federal Reserve
Bank of Philadelphia dated Nov. 24, 2010.

As a result of the Consent Order, the Bank is required to achieve
a total capital ratio of 13% and Tier I capital to average assets
ratio of 9% by Nov. 30, 2010.  As of Dec. 31, 2011, the Bank has
not yet achieved these ratios.  Furthermore, pursuant to the Order
and the written Agreement, the Bank and the Company are currently
prohibited from declaring or paying any dividends without prior
regulatory approval.

A copy of the 2011 Form 10-K is available for free at:

                       http://is.gd/JUeF44

First National Community Bancorp reported a net loss of $526,000
on $7.38 million of net interest income before loan and lease
losses for the three months ended March 31, 2011, compared with a
net loss of $825,000 on $9.09 million of net interest income
before loan and lease losses for the three months ended
March 31, 2010.  A copy of the Form 10-Q for the 2011 first
quarter is available for free at http://is.gd/ZV69mL

First National Community Bancorp reported net income of $189,000
on $7.41 million of net interest income before loan and lease
losses for the three months ended June 30, 2011, compared with a
net loss of $5.19 million on $8.76 million of net interest income
before loan and lease losses for the three months ended
June 30, 2010.  A copy of the Form 10-Q for the 2011 second
quarter is available for free at http://is.gd/yHCRFP

First National Community Bancorp reported a net loss of $434,000
on $7.42 million of net interest income before loan and lease
losses for the three months ended Sept. 30, 2011, compared with a
net loss of $11.83 million on $8.20 million of net interest income
before loan and lease losses for the three months ended
Sept. 30, 2010.  A copy of the Form 10-Q for the 2011 third
quarter is available for free at http://is.gd/UfL3GM

Headquartered in Dunmore, Pa., First National Community Bancorp,
Inc., is a Pennsylvania corporation, incorporated in 1997 and is
registered as a bank holding company under the Bank Holding
Company Act ("BHCA") of 1956, as amended.  The Company became an
active bank holding company on July 1, 1998, when it acquired
ownership of First National Community Bank (the "Bank").  The Bank
is a wholly-owned subsidiary of the Company.

The Company's primary activity consists of owning and operating
the Bank, which provides customary retail and commercial banking
services to individuals and businesses.  The Bank provides
practically all of the Company's earnings as a result of its
banking services.


FIRST SECURITY: Incurs $7.3 Million Net Loss in Second Quarter
--------------------------------------------------------------
First Security Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $7.27 million on $9.58 million of total interest
income for the three months ended June 30, 2012, compared with a
net loss of $5.39 million on $11.01 million of total interest
income for the same period during the prior year.

The Company reported a net loss of $13.10 million on
$19.27 million of total interest income for the six months ended
June 30, 2012, compared with a net loss of $8.05 million on $22.51
million of total interest income for the same period a year ago.

The Company reported a net loss of $23.06 million in 2011, a net
loss of $44.34 million in 2010, and a net loss of $33.45 million
in 2009.

First Security's balance sheet at June 30, 2012, showed
$1.11 billion in total assets, $1.05 billion in total liabilities
and $53.99 million in total stockholders' equity.

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

                        http://is.gd/ex6mhL

                     About First Security Group

First Security Group, Inc., is a bank holding company
headquartered in Chattanooga, Tennessee, with $1.2 billion in
assets as of Sept. 30, 2010.  Founded in 1999, First
Security's community bank subsidiary, FSGBank, N.A., has 37 full-
service banking offices, including the headquarters, along the
interstate corridors of eastern and middle Tennessee and northern
Georgia and 325 full-time equivalent employees.  In Dalton,
Georgia, FSGBank operates under the name of Dalton Whitfield Bank;
along the Interstate 40 corridor in Tennessee, FSGBank operates
under the name of Jackson Bank & Trust.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Joseph Decosimo and Company, PLLC, in
Chattanooga, Tennessee, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has recently incurred substantial
losses.  The Company is also operating under formal supervisory
agreements with the Federal Reserve Bank of Atlanta and the Office
of the Comptroller of the Currency and is not in compliance with
all provisions of the Agreements.  Failure to achieve all of the
Agreements' requirements may lead to additional regulatory
actions.


FLURIDA GROUP: Reports $16,325 Net Income in Second Quarter
-----------------------------------------------------------
Flurida Group, Inc., filed its quarterly report on Form 10-Q,
reporting net income of $16,325 on $4.25 million of revenues for
the three months ended June 30, 2012, compared with net income of
$9,505 on $4.00 million of revenues for the same period a year
ago.

For the six months ended June 30, 2012, the Company reported net
income of $42,423 on $7.59 million of revenues, compared with net
income of $68,364 on $7.02 million of revenues for the comparable
period of 2011.

The Company's balance sheet at June 30, 2012, showed $6.70 million
in total assets, $5.00 million in total liabilities, and
stockholders' equity of $1.70 million.  According to the
regulatory filing, the Company's operating history and financial
resources may raise doubt about its ability to continue as a going
concern.

"If the Company is unable to generate significant revenue or
secure financing, then the Company may be required to cease or
curtail its operations.  In the three months ended June 30, 2012,
the Company generated sales revenue of $4,246,446.  The Company's
most concentrated customer is Electrolux located in various
countries.  If Electrolux discontinue[s] the purchase which
management believes is unlikely in near future, the Company may
face the ability to continue as a going concern.  However, due to
the close relationship between the Company and its suppliers,
Zhong Nan Fu Rui and Qingdao Fubida Electronics Co., which are
100% owned by the founder, Jianfeng Ding, Zhong Nan Fu Rui and
Qingdao Fubida Electronics Co.'s current customers can be served
by the Company for the same quality of products and services.
Besides, as of June 30, 2012, the cash and cash equivalent balance
was $2,434,883, the management believes that the revenues will be
generated and its cash flows will be maintained to cover its
operational costs and the risk of going concern in long term is
significantly low."

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

                       http://is.gd/2P9DVP

Chicago-based Flurida Group, Inc.'s business is the sale of
appliance parts in Asia, Europe, Australia, North and South
America.


FNB UNITED: Incurs $18.1 Million Net Loss in Second Quarter
-----------------------------------------------------------
FNB United Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $18.13 million on $20.43 million of total interest income for
the three months ended June 30, 2012, compared with a net loss of
$48.97 million on $15.19 million of total interest income for the
same period during the prior year.

The Company reported a net loss of $28.99 million on
$40.42 million of total interest income for the six months ended
June 30, 2012, compared with a net loss of $92.68 million on
$30.66 million of total interest income for the same period a year
ago.

FNB United reported a net loss of $137.31 million in 2011, a net
loss of $131.82 million in 2010, and a net loss of $101.69 million
in 2009.

The Company's balance sheet at June 30, 2012, showed $2.30 billion
in total assets, $2.19 billion in total liabilities and
$108 million in total shareholders' equity.

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

                        http://is.gd/6u4rn2

                         About FNB United

Asheboro, N.C.-based FNB United Corp. (Nasdaq:FNBN) is the bank
holding company for CommunityOne Bank, N.A., and the bank's
subsidiary, Dover Mortgage Company.  Opened in 1907, CommunityOne
Bank -- http://www.MyYesBank.com/-- operates 45 offices in 38
communities throughout central, southern and western North
Carolina.  Through these subsidiaries, FNB United offers a
complete line of consumer, mortgage and business banking services,
including loan, deposit, cash management, wealth management and
internet banking services.


FORD MOTOR: S&P Affirms 'BB+' Corp. Credit Rating; Outlook Pos
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Ford
Motor Co. and Ford Motor Credit Co. LLC (Ford Credit) to positive
from stable. "We affirmed our corporate credit ratings on the
companies at 'BB+'. We also revised the outlook on the
counterparty credit rating on FCE Bank PLC, Ford Credit's European
bank, to positive from stable and affirmed our 'BBB-' rating," S&P
said.

"The outlook revision reflects, among other things, our view that
Ford will act with increasing decisiveness and commitment to
restructure Europe to profitability amid prospects for several
more years of weak vehicle sales there," said Standard & Poor's
credit analyst Robert Schulz. "If we believe Ford is on track to
be profitable in Europe, this would improve the balance of
profitability across regions and support an investment-grade
rating. Accordingly, we would likely want to have a good
understanding of 2014 prospects for profitability by region before
an upgrade and do not expect to aise our rating on Ford until
then. Indeed, we assume that profits and cash use in Europe will
get worse before they get better," S&P said.

"Standard & Poor's rating on Michigan-based Ford reflects our
assessment of Ford's business risk profile as 'fair' and its
financial risk profile as 'significant,' according to our
criteria. Factors we consider include Ford's prospects for
generating free cash flow and profits in its automotive
manufacturing business because of improvement in its U.S.
competitive position, the continuing recovery in U.S. industry
sales, and its improved cost base in North America. Our base case
assumes improvement for industry light-vehicle sales in North
America in 2012 and 2013. We estimate Ford's automotive operating
cash flow (before separation payments) during 2012 will be at
least $2 billion to $3 billion (roughly equivalent to about 10% of
estimated adjusted automotive and postretirement debt in 2012). We
also assume Ford can sustain its pretax EBIT margin in North
America in the upper-single-digit percentage area and in the mid-
single-digit area in total for automotive operations. We assume
Europe will report losses," S&P said.

"We believe Ford's automotive operations in North America would
remain profitable if industry light-vehicle sales fall well below
the current level of 14 million but remain more than 11 million
units. But cash flow will be sensitive to volume and cost
headwinds -- including commodity prices and other cost increases
-- and future production volatility, which could temper year-over-
year cash flow generation. As the inventories of the Japanese
automakers continue to recover, some non-Japanese automakers in
the U.S. are losing market share, as we expected. We assume
automakers competing in the U.S. market will continue to
demonstrate the same discipline observed since late 2009 regarding
the level of production and inventories relative to sales and that
they will avoid excess inventories, incentives, and swings in
production," S&P said.

S&P believes underlying industry and business risks persist, most
notably:

  -- Continuing exposure to the weak recovery in vehicle demand in
     key global markets, and declining sales in Europe because of
     economic weakness and political uncertainty;

  -- The eventual return in North America to more typical levels
     of industry volatility in sales and production; and

  -- Ford's still-high dependence on light trucks, particularly
     full-size pickups, for profitability in North America,
     although new car introductions in recent years have fared
     well.

"We expect Ford's financial results to remain highly sensitive to
future industry sales and product mix, actions by competitors, and
other factors beyond its direct control (e.g., as higher raw
material costs or fuel prices)," S&P said.

S&P said its ratings reflect, among other factors, its
expectations that:

  -- Ford's profitability in North America will continue;

  -- Ford will generate global automotive operating cash flow of
     $2 billion to $3 billion in the next few years;

  -- Retail market perception of Ford's products will not
     deteriorate;

  -- Ford's adequate liquidity and substantial cash balances will
     persist; and

  -- Losses and cash use in Europe in relation to the overall
     company will be manageable because of continued North
     American profits and positive cash flow.

"Our economists forecast U.S. light-vehicle sales of about 14.1
million units in 2012, about 11% higher than 2011. Sales in the
first seven months of 2012 have been about this annual rate after
being considerably higher earlier in the year. We expect the
rebound in light-vehicle sales to continue next year with about
14.7 million units," S&P said.

"However, international markets have not performed well so far
this year. South America generated a modest operating profit of
$59 million while Asia-Pacific generated an operating loss of $161
million in the first half of the year. A variety of factors
including industry capacity, competition, political matters
relating to trade and foreign currency access, and product
investments are driving the weaker results. Still, the largest
risk factor, in our view, remains Europe," S&P said.

"Our outlook for the major auto markets in Europe, Ford's second-
largest market, is much less positive than for the U.S. market. We
expect 2012 auto industry sales in Europe to be at least 5% below
2011 -- EU27 passenger car registrations were down 6.8% for the
first six months of 2012 (but highly mixed: France was down 14.4%,
Germany was up 0.7%). We believe losses in Europe for many
nonluxury volume makers are likely for 2012 and perhaps 2013,
primarily because of the excess capacity and a weak economy. We
assume any losses or cash use in Europe will not become
substantial enough to affect the ratings," S&P said.

"Ford Credit's results continue to be solidly profitable, partly
because of higher sales volumes, industrywide strength in used-
vehicle prices (lower costs related to lease residuals), and
reduced credit losses as consumer credit quality stabilizes at
many financial institutions. Ford Credit reported a pretax profit
of $438 million in the second quarter of 2012. We assume earnings
in 2012-2013 will be lower than in past years because of less
favorable developments on used-car residuals and credit reserves,
but still solidly profitable," S&P said.

"The positive outlook reflects our view that there is a one-in-
three chance that we could raise our corporate credit rating on
Ford to investment grade within 18 months--although this is not
likely before late 2013. The most important factor in an upgrade
to investment grade would be Ford's ability to improve the balance
of profitability across regions. For an upgrade, we would expect
Ford to be on track for sustainable profitability outside North
America, particularly Europe--although, as noted, we think results
in Europe will worsen before improving," S&P said.

S&P said it could raise the rating if, in addition to regaining
control over its ability to be profitable in Europe, the gradual
improvement in light-vehicle demand continues in most other global
markets and Ford's prospects for generating free cash flow and
profits in its automotive manufacturing business continue to
solidify such that the following factors were met:

-- Ford sustains debt to EBITDA at about 2.5x;

-- Pretax automotive profit margins reach the mid-single-digit
    area for total automotive and the high-single-digit area for
    North America;

-- Liquidity at the automotive parent remains more than $30
    billion;

-- Automotive-related operating free cash flow remains at about
    15% of debt;

-- Ford successfully copes with the evolving competitive
    structure of the global auto industry, including continued
    demonstration of the preferences of the U.S. consumer toward
    Ford products, and Ford develops reasonable prospects for
    profitability in developing markets such as China; and

-- Ford Credit continues to be profitable and demonstrates
    underwriting standards consistent with an investment-grade
    rating.

"For the current rating, we assume Ford's revenues will grow at a
low-single-digit pace and pretax margins will remain about 5%,
supporting automotive operating cash flow (as reported) of $2
billion to $3 billion," S&P said.

"We could revise our outlook to stable or lower our rating if
adverse economic or competitive developments (e.g., prolonged
sales decline, overproduction, excess inventory, increased
incentives, or unfavorable shifts in customer demand) reduced the
prospects for profitable and cash-positive results, or if Ford
uses a substantial amount of cash in its automotive operations in
any quarter and it seemed likely to continue," S&P said.


FTMI REAL ESTATE: Updated Case Summary & Creditors Lists
--------------------------------------------------------
Debtor: FTMI Real Estate, LLC
        6700 W. Commercial Boulevard
        Lauderhill, FL 33319

Bankruptcy Case No.: 12-29214

Affiliate that simultaneously filed for Chapter 11:

        Debtor                        Case No.
        ------                        --------
FTMI Operator LLC                     12-29215

Chapter 11 Petition Date: August 10, 2012

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

Judge: Raymond B. Ray

About the Debtors: FTMI Operator operates a health care business
                   The Lenox on The Lake.  The LENOX --
                   http://www.thelenox.com-- is South Florida's,
                   newest state-of-the-art Assisted Living and
                   Memory Care community, which has a serene
                   lakeside setting and wonderful waterfront
                   vistas.

                   FTMI Real Estate, a single asset real estate
                   under 11 U.S.C. Sec. 101(51B), owns The Lenox
                   on The Lake facilities at 6700 Commercial
                   Boulevard, in Lauderhill, Florida valued at
                   $13 million.  Secretary of Housing Urban
                   Development has a $25.87 million claim secured
                   by the property.

Debtors' Counsel: Thomas L. Abrams, Esq.
                  GAMBERG & ABRAMS
                  1776 N. Pine Island Road, #309
                  Plantation, FL 33322
                  Tel:             (954) 523-0900
                  E-mail: tabrams@tabramslaw.com

FTMI Real Estate's
Scheduled Assets: $19,637,696

FTMI Real Estate's
Scheduled Liabilities: $112,000

FTMI Operator's
Scheduled Assets: $19,637,696

FTMI Operator's
Scheduled Liabilities: $31,980,000

The petitions were signed by Jamie Harris, vice president.

A. A copy of FTMI Operator's list of its 20 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/flsb12-29215.pdf

B. FTMI Real Estate's list of its six largest unsecured creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Secretary of Housing Urban         Real Estate         $25,868,002
Development of Washington DC
451 Seventh Street SW
Washington, DC 20410

Lazer Aptheker Rosella Yedid PC    FTMI Holdings -         $76,652
225 Old County Rd                  Legal Services
Melville, NY 11747                 2006

Holland & Knight LLP               Promissory Note         $20,239
11050 Lake Underhill Road, Suite 864084
Orlando, FL 32825-5016

Pistorino & Alam Consulting        Complaint Pending       $15,285

Pistorino & Alam Consulting        Claim for Services      $15,249

Roger Towers PA                    Legal Services 2006     $15,000


GENERAL MARITIME: Suspending Filing of Reports with SEC
-------------------------------------------------------
General Maritime Corporation filed with the U.S. Securities and
Exchange Commision a Form 15 notifying of its suspension of its
duty under Section 15(d) to file reports required by Section 13(a)
of the Securities Exchange Act of 1934 with respect to its Common
Stock (par value $.01 per share), Debt Securities, Preferred
Stock, Guarantees, Rights, Warrants, and Units.  As of Aug. 9,
2012, there were 67 holders of common shares and 63 holders of
warrants to purchase shares of common stock.

                      About General Maritime

New York-based General Maritime Corporation, through its
subsidiaries, provides international transportation services of
seaborne crude oil and petroleum products.  The Company's fleet is
comprised of VLCC, Suezmax, Aframax, Panamax and product carrier
vessels.  The fleet consisted of 30 owned vessels and three
chartered vessels.  The company generates substantially all of its
revenues by chartering its fleet to third-party customers.  The
largest customers include major international oil companies, oil
producers, and oil traders such as BP, Chevron Corporation, CITGO
Petroleum Corp., ConocoPhillips, Exxon Mobil Corporation, Hess
Corporation, Lukoil Oil Company, Stena AB, and Trafigura.

General Maritime and 56 subsidiaries filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-15285) on Nov. 17,
2011.  Douglas Mannal, Esq., and Adam C. Rogoff, Esq., at Kramer
Levin Naftalis & Frankel LLP, in New York, serve as counsel to the
Debtors.  Moelis & Company is the financial advisor.  Garden City
Group Inc. is the claims and notice agent.

Prepetition, General Maritime reached agreements with its key
senior lenders, including its bank group, led by Nordea Bank
Finland plc, New York Branch as administrative agent, as well as
affiliates of Oaktree Capital Management, L.P., on the terms of a
restructuring.  Under terms of the agreements, Oaktree will
provide a $175 million new equity investment in General Maritime
and convert its prepetition secured debt to equity.

In conjunction with the filing, General Maritime has received a
commitment for up to $100 million in new DIP financing from a
group of lenders led by Nordea as administrative agent.

Counsel for Nordea, as the DIP Agent and the Senior Agent, are
Thomas E. Lauria, Esq., and Scott Greissman, Esq., at White & Case
LLP.  Counsel for Oaktree Capital Management, the Junior Agent,
are Edward Sassower, Esq., and Brian Schartz, Esq., at Kirkland &
Ellis, LLP.

The Official Committee of Unsecured Creditors appointed in the
case has retained lawyers at Jones Day as Chapter 11 counsel.
Jones Day previously represented an ad hoc group of holders of the
12% Senior Notes due 2017 issued by General Maritime Corp.  This
representation began Sept. 20, 2011, and concluded Nov. 29, 2011,
with the agreement of all members of the Noteholders Committee.
The Creditors Committee also tapped Lowenstein Sandler PC as
special conflicts counsel.

The Noteholders Committee consisted of Capital Research and
Management Company, J.P. Morgan Investment Management, Inc., J.P.
Morgan Securities LLC, Stone Harbor Investment Partners LP and
Third Avenue Focused Credit Fund.

The Creditors Committee is comprised of Bank of New York Mellon
Corporate Trust, Stone Harbor Investment Partners, Delos
Investment Management, and Ultramar Agencia Maritima Ltda.

General Maritime emerged from Chapter 11 protection in May 2012.
The Plan reflects the terms of a global settlement among the
Company's main creditor constituencies.  The plan gives unsecured
creditors $6 million in cash, 25 of the new stock, and warrants
for another 3%, for a predicted 5.41% recovery.


GEOKINETICS INC: Had $27.5 Million Net Loss in Second Quarter
-------------------------------------------------------------
Geokinetics Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $27.47 million on $134.79 million of
revenues for the three months ended June 30, 2012, compared with a
net loss of $39.44 million on $145.55 million of revenues for the
same period last year.

Consolidated Adjusted EBITDA (defined as Net Income (Loss) before
Interest, Taxes, Other Income (Expense), Asset Impairments and
Depreciation and Amortization) totaled $21.0 million for the three
months ended June 30, 2012, compared to $8.8 million for the same
period in 2011.  The increase was primarily the result of
increased productivity in the Company's Latin America seismic data
acquisition operations, partially offset by decreased activity in
the Company's North America and international seismic data
acquisition operations.

The Company had a loss applicable to common stockholders of
$30.0 million for the three months ended June 30, 2012, compared
to a loss applicable to common stockholders of $41.7 million for
the same period in 2011.  The decrease in net loss applicable to
common stock holders resulted primarily from the same variables
impacting Adjusted EBITDA as well as the decrease in multi-client
amortization expense partially offset by higher foreign exchange
losses, the decrease in the gains in the fair value of the
Company's derivative liabilities, and increased income tax
expense.

                      Six Months Ended June 30

For the six months ended June 30, 2012, the Company had a net loss
of $50.69 million on $298.29 million of revenues, compared with a
net loss of $68.21 million on $333.19 million of revenues for the
corresponding period of 2011.

The Company had a loss applicable to common stockholders of
$55.6 million for the six months ended June 30, 2012, compared to
a loss applicable to common stockholders of $72.7 million for the
same period in 2011.

                           Balance Sheet

The Company's balance sheet at June 30, 2012, showed
$410.85 million in total assets, $580.10 million in total
liabilities, $88.19 million of Series B-1 Senior Convertible
Preferred Stock, and a stockholders' deficit of $257.44 million.

                         Liquidity Concerns

According to the regulatory filing, the Company continued to incur
operating losses due to delays in project commencements, low asset
utilization, idle crew costs and the Mexico liftboat incident,
resulting in serious concerns about the Company's liquidity
beginning in 2011 and continuing into 2012.  To address these
liquidity concerns, the Company initiated actions designed to
improve its liquidity position by giving priority to generating
cash flows while maintaining the Company's long-term commitment to
providing high quality seismic data acquisition services.

"However, we anticipate that additional efforts will be required
to address the Company's high levels of indebtedness and we
continue to work with our financial advisor to address these
issues through a possible restructuring of the Company's
indebtedness and existing capital structure.  Given the Company's
high levels of indebtedness and currently outstanding preferred
stock which have preference over our common stock, we believe it
is unlikely that any significant value would be ascribed to our
common stock after any such restructuring.  In addition, we may
also be required to further curtail existing operations, reduce or
delay capital expenditures or sell assets to meet our operating
and debt service obligations, all of which would have a further
material adverse effect on our liquidity and financial condition."

"In addition to working with the Company's financial advisor
regarding a possible restructuring of our indebtedness and capital
structure, we are currently reviewing other alternatives and may
adopt other strategies such as reducing or delaying capital
investments, delaying bids on new sales or seeking to raise
additional capital through debt or equity financing.  However, the
Company's current credit rating limits the Company's ability to
access the debt capital markets and the recent low trading price
of the Company's common stock severely limits the Company's
ability to raise substantial capital in the equity capital
markets.  Among other restrictions, our Notes and the Whitebox
Revolving Credit Facility also limit our ability to incur or
guarantee additional debt or to grant additional liens on our
assets which further limits our ability to raise additional
capital through debt financing.  The ability to timely raise
sufficient capital may also be limited by NYSE MKT stockholder
approval requirements for certain transactions involving the
issuance of the Company's common stock or securities convertible
into the Company's common stock."

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

                       http://is.gd/5eMZF5

Headquartered in Houston, Texas, Geokinetics Inc., a Delaware
corporation founded in 1980, is provides seismic data acquisition,
processing and integrated reservoir geosciences services, and
land, transition zone and shallow water OBC environment
geophysical services.  These geophysical services include
acquisition of 2D, 3D, time-lapse 4D and multi-component seismic
data surveys, data processing and integrated reservoir geosciences
services for customers in the oil and natural gas industry, which
include national oil companies, major international oil companies
and independent oil and gas exploration and production companies
worldwide.

*     *     *

On Sept. 30, 2011, Geokinetics Inc., was notified by Moody's
Investor Services, Inc., and Standard and Poor's that they had
downgraded the Company's credit rating to Caa2 and CCC+,
respectively, because of litigation uncertainty related to the
Mexico liftboat incident, low margins in international markets,
tight liquidity and weak financial metrics in an improved oil and
gas operating environment.

On Dec. 16, 2011, the Company was notified that S&P had further
downgraded Geokinetics' credit rating to CCC-, citing its
expectations of weaker operating measures compared to its peers
and reduced liquidity in the near future.


GEOMET INC: Amends Credit Agreement with Bank of America
--------------------------------------------------------
GeoMet, Inc., has executed an amendment to its bank credit
agreement Bank of America, N.A., as administrative agent, that
extends the time available for the Company to cure the existing
borrowing base deficiency.

Key terms of the amendment include:

     * Borrowing Base - The borrowing base, currently set at $115
       million, will continue to be determined periodically in
       accordance with the current terms of the credit agreement.
       Outstanding loans up to the amount of the borrowing base
       will be classified as the "Tranche A Loan", with any
       additional loans outstanding being classified as the
      "Tranche B Loan".  Should a future determination of the
       borrowing base result in a deficiency exceeding $33.6
       million, the Company has 30 days to repay that excess.  The
       next borrowing base determination is scheduled to be
       completed in December of this year.

     * Maturity Date of Credit Agreement - April 1, 2014

     * Type of Credit Facility - The credit agreement will no
       longer provide for loans to be available on a revolving
       basis.  As a result, the current outstanding loans, once
       repaid, may not be re-borrowed by the Company.

     * Mandatory Payments - On the first business day following
       the 24th day of each month the Company will reduce its loan
       in an amount equal to the sum of all amounts on deposit in
       the operating accounts maintained by the Company and any of
       its subsidiaries, except for (i) all outstanding checks or
       ACH payments and (ii) an amount equal to $1,000,000.  That
       loan reduction will first be applied toward payment of the
       outstanding principal under the Tranche B Loan until repaid
       in full, and then toward payment of the outstanding
       principal under the Tranche A Loan.

     * Interest Rates/Fees - The margin on Libor based loans will
       increase from 2.75% to 3.00% on the Tranche A Loan and to
       5.00% on the Tranche B Loan.  The existing unused
       commitment fee is being replaced with a fee equal to a
       percentage of the Tranche B Loan outstanding, with such fee
       being payable on Dec. 1, 2012, and at the end of each
       3-month period thereafter through Dec. 1, 2013.  This fee
       will be 0.75% on Dec. 1, 2012, and will increase
       0.25% each quarter to a maximum fee of 1.75% on Dec. 1,
       2013.  In addition, a fee equal to 0.50% of the initial
       Tranche B Loan was paid by the Company upon closing of the
       amendment.

     * Covenants - All financial covenants have been eliminated.
       The Company will be subject to a limitation on capital
       expenditures in 2012 and 2013 of $1,500,000 and $1,000,000,
       respectively.  Also, the Tranche B Loan cannot increase as
       a result of a reduction in the borrowing base determination
       as of December 2012 by more than 50% of the aggregate
       principal payments made from the date of the amendment, or
       by more than 25% of the aggregate principal payments made
       since the prior determination for any reduction in any
       borrowing base determination thereafter.

     * Maximum Loan Balance - Loans outstanding under the credit
       agreement may not exceed certain amounts over the remaining
       term of the credit agreement, commencing with a maximum
       loan balance of $146.2 million at Sept. 30, 2012, and
       reducing as of the last day of each fiscal quarter through
       Dec. 31, 2013, at which time the maximum loan balance may
       not exceed $129.0 million.

Commenting on the amendment Bill Rankin, GeoMet's president and
chief executive officer said, "We are pleased to have reached an
agreement that provides time to rectify our current borrowing base
deficiency which resulted from the severe and rapid decline in
natural gas prices beginning late last year.  We believe this
agreement was possible due to the Company's current hedge position
and the long life, shallow decline of our natural gas properties.
This structure allows us to continue to operate our properties in
a normal manner and to reduce the deficiency with our free cash
flow.  We believe the unresolved deficiency has been an impediment
in our efforts to find a strategic alternative, and this agreement
should be constructive in those efforts."

A copy of the Fourth Amendment is available for free at:

                        http://is.gd/nxDIAo

                         About Geomet Inc.

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

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

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

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

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


GMX RESOURCES: Incurs $103.3 Million Net Loss in Second Quarter
---------------------------------------------------------------
GMX Resources Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $103.31 million on $16.28 million of oil and gas sales for the
three months ended June 30, 2012, compared with a net loss of
$11.80 million on $32.85 million of oil and gas sales for the same
period a year ago.

For the six months ended June 30, 2012, the Company reported a net
loss of $141.18 million on $33.68 million, compared to a net loss
of $63.62 million on $62.23 million of oil and gas sales for the
same period during the prior year.

GMX Resources' balance sheet at June 30, 2012, showed $394.79
million in total assets, $462.46 million in total liabilities and
a $67.67 million total deficit.

James A. Merrill, chief financial officer said "The Company is
continuing to make progress on the transition to an oil focused
producer outlined in January 2011 when we announced the
acquisition of our Bakken and Niobrara positions.  We forecasted
that 2012 was going to be financially challenging as we worked to
grow our oil production which would lead to higher revenues to
cover interest and operating costs.  During the last 18 months, we
have focused on the incremental steps necessary to achieve our
goals particularly related to a disciplined and Bakken focused
capital expenditure plan, reducing overall G & A expenses by at
least 20% and keeping lease operating expenses flat to slightly
declining in 2012 despite the higher overall lease operating
expenses associated with oil wells.  I am pleased to report that
our current and expected 2012 capital expenditures are in-line
with our $97 million capex budget announced earlier in the year
and G&A expenses have decreased in the first half of 2012 and we
expect to see greater savings in the second half of the year.  We
did not forecast the unprecedented pricing pressure that we have
had to incorporate into our business plan and as a result we have
been forced to account for larger than expected impairments.  The
Company continues to pro-actively address the need for even better
drilling results, more liquidity and debt reduction through a
variety of means."

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

                        http://is.gd/DER6Ci

                        About GMX Resources

GMX Resources Inc. -- http://www.gmxresources.com/-- is an
independent natural gas production company headquartered in
Oklahoma City, Oklahoma.  GMXR has 53 producing wells in Texas &
Louisiana, 24 proved developed non-producing reservoirs, 48 proved
undeveloped locations and several hundred other development
locations. GMXR has 9,000 net acres on the Sabine Uplift of East
Texas.  GMXR has 7 producing wells in New Mexico.  The Company's
strategy is to significantly increase production, revenues and
reinvest in increasing production.  GMXR's goal is to grow and
build shareholder value every day.

The Company reported net losses of $206.44 million in 2011,
$138.29 million in 2010, and $181.08 million in 2009.

                            *     *     *

In November 2011, Moody's downgraded the rating of GMX Resources'
corporate family rating (CFR) to 'Caa3' from 'Caa1', the
Probability of Default (PDR) rating to 'Ca' from 'Caa1', and the
Speculative Grade Liquidity (SGL) rating to SGL-4 from SGL-3.  The
outlook is negative.

The downgrade of GMX's PDR and note ratings reflect the company's
announcement that greater than 50% of the holders of the notes due
2019 have accepted a proposed exchange offer, which Moody's views
as a distressed exchange.  The lowering of the CFR and SGL ratings
reflects Moody's expectation of potential liquidity issues through
the first quarter of 2013, as well as elevated leverage following
the issuance of at least $100 million of proposed secured notes
under the exchange offer and a proposed $55 million volumetric
production payment (VPP), both of which the company expects to be
executed before the end of 2011.  Moody's treats VPPs as debt in
Moody's leverage calculations.  The negative outlook reflects the
potential for the CFR and note ratings to be lowered if liquidity
deteriorates further.

As reported by the TCR on Dec. 21, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on GMX Resources Inc.
to 'SD' (selective default) from 'CC'.  "We also lowered the
company's issue-level ratings to 'D' from 'CC', reflecting its
completion of an exchange offer for a portion of its $200 million
11.375% senior notes due 2019," S&P said.

"The rating actions follow the company's announcement that it has
completed the exchange offer for its 11.375% senior notes due
2019," said Standard & Poor's credit analyst Paul B. Harvey.  "The
exchange offer included $53 million principle of 11.375% senior
notes that accepted an exchange of $1,000 principle for $750
principle of new 11% senior secured notes due 2017.  We consider
the completion of such an exchange, at a material discount to par,
to be a distressed exchange and, as such, tantamount to a default
under our criteria."


GMX RESOURCES: Has Exchange Offers for Convertible Senior Notes
---------------------------------------------------------------
GMX Resources Inc. has commenced offers to exchange for (i) all of
its existing 5.00% Convertible Senior Notes due 2013, of which
$51,997,000.00 aggregate principal amount is currently
outstanding, in exchange for (a) new Senior Second-Priority
Secured Notes due 2018 and (b) shares of the Company's common
stock, and (ii) a limited amount of its existing 4.50% Convertible
Senior Notes due 2015 in exchange for the New Notes.

Pursuant to the terms of the Exchange Offers, the Company is
offering to exchange (a) for each $1,000.00 principal amount of
2013 Notes: (i) $1,000.00 principal amount of New Notes (up to an
aggregate of approximately $52.0 million) and (ii) 288 shares of
Common Stock; and (b) for each $1,000 principal amount of its
Existing 2015 Notes, $700 principal amount of New Notes, subject
to a maximum aggregate principal amount of New Notes issuable to
all holders of Existing 2015 Notes equal to the excess of $60
million over the total aggregate principal amount of Existing 2013
Notes validly tendered and not validly withdrawn as of the
Expiration Date.  In no case will the Company issue New Notes in
an aggregate principal amount in excess of $60 million.  The
Company will also pay accrued and unpaid interest on the
Convertible Notes validly tendered (and not validly withdrawn) and
accepted by the Company pursuant to the Exchange Offers through
and including the settlement date of the Exchange Offers.

The New Notes will mature in March 2018, be secured by
substantially all of the assets of the Company and accrue interest
at 9.0% per annum.  At the Company's option, in lieu of paying
interest in cash, the Company may, through the second anniversary
of the settlement date, pay interest in the form of freely
tradable shares of the Company's Common Stock, with the number of
shares being based on a 10-day volume weighted average price,
discounted to yield the equivalent of a 12% interest rate for
interest so paid in shares.

The Exchange Offer will expire at 11:59 p.m., New York City time,
on Sept. 6, 2012, unless extende or earlier terminated by the
Company.

GMXR filed a Tender Offer Statement on Schedule TO, together with
the Offering Memorandum and related Letters of Transmittal that
are exhibits to the Tender Offer Statement on Schedule TO, with
the Securities and Exchange Commission, a copy of which is
available for free at http://is.gd/VMM1ya

                        About GMX Resources

GMX Resources Inc. -- http://www.gmxresources.com/-- is an
independent natural gas production company headquartered in
Oklahoma City, Oklahoma.  GMXR has 53 producing wells in Texas &
Louisiana, 24 proved developed non-producing reservoirs, 48 proved
undeveloped locations and several hundred other development
locations. GMXR has 9,000 net acres on the Sabine Uplift of East
Texas.  GMXR has 7 producing wells in New Mexico.  The Company's
strategy is to significantly increase production, revenues and
reinvest in increasing production.  GMXR's goal is to grow and
build shareholder value every day.

The Company reported net losses of $206.44 million in 2011,
$138.29 million in 2010, and $181.08 million in 2009.

GMX Resources' balance sheet at June 30, 2012, showed $394.79
million in total assets, $462.46 million in total liabilities and
a $67.67 million total deficit.

                            *     *     *

In November 2011, Moody's downgraded the rating of GMX Resources'
corporate family rating (CFR) to 'Caa3' from 'Caa1', the
Probability of Default (PDR) rating to 'Ca' from 'Caa1', and the
Speculative Grade Liquidity (SGL) rating to SGL-4 from SGL-3.  The
outlook is negative.

The downgrade of GMX's PDR and note ratings reflect the company's
announcement that greater than 50% of the holders of the notes due
2019 have accepted a proposed exchange offer, which Moody's views
as a distressed exchange.  The lowering of the CFR and SGL ratings
reflects Moody's expectation of potential liquidity issues through
the first quarter of 2013, as well as elevated leverage following
the issuance of at least $100 million of proposed secured notes
under the exchange offer and a proposed $55 million volumetric
production payment (VPP), both of which the company expects to be
executed before the end of 2011.  Moody's treats VPPs as debt in
Moody's leverage calculations.  The negative outlook reflects the
potential for the CFR and note ratings to be lowered if liquidity
deteriorates further.

As reported by the TCR on Dec. 21, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on GMX Resources Inc.
to 'SD' (selective default) from 'CC'.  "We also lowered the
company's issue-level ratings to 'D' from 'CC', reflecting its
completion of an exchange offer for a portion of its $200 million
11.375% senior notes due 2019," S&P said.

"The rating actions follow the company's announcement that it has
completed the exchange offer for its 11.375% senior notes due
2019," said Standard & Poor's credit analyst Paul B. Harvey.  "The
exchange offer included $53 million principle of 11.375% senior
notes that accepted an exchange of $1,000 principle for $750
principle of new 11% senior secured notes due 2017.  We consider
the completion of such an exchange, at a material discount to par,
to be a distressed exchange and, as such, tantamount to a default
under our criteria."


HANMI FINANCIAL: Files Form 10-Q, Posts $55.7MM Income in Q2
------------------------------------------------------------
Hanmi Financial Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $55.77 million on $29.96 million of total interest and dividend
income for the three months ended June 30, 2012, compared with net
income of $8 million on $32.61 million of total interest and
dividend income for the same period a year ago.

The Company reported net income of $63.11 million on $60.25
million of total interest and dividend income for the six months
ended June 30, 2012, compared with net income of $18.43 million on
$66.49 million of total interest and dividend income for the same
period during the prior year.

The Company's balance sheet at June 30, 2012, showed $2.84 billion
in total assets, $2.49 billion in total liabilities and $348.45
million in total stockholders' equity.

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

                        http://is.gd/yKM4Lv

                       About Hanmi Financial

Headquartered in Los Angeles, California, Hanmi Financial Corp.
(Nasdaq: HAFC) -- http://www.hanmi.com/-- is the holding company
for Hanmi Bank, a state chartered bank with headquarters located
at 3660 Wilshire Boulevard, Penthouse Suite A, in Los Angeles.
Hanmi Bank provides services to the multi-ethnic communities of
California, with 27 full-service offices in Los Angeles, Orange,
San Bernardino, San Francisco, Santa Clara and San Diego counties,
and a loan production office in Washington State.

                           Going Concern

At Dec. 31, 2011, the Bank had a tangible stockholders' equity to
total tangible assets ratio of 12.48 percent.  Accordingly, the
Company is in compliance with the Final Order.  Pursuant to the
Written Agreement, the Company is also required to increase, and
is required to maintain, sufficient capital at the Company and at
the Bank that is satisfactory to the Federal Reserve Bank.  Should
the Company's asset quality erode and require significant
additional provision for credit losses, resulting in consistent
net operating losses at the Bank, the Company's capital levels
will decline and the Company will need to raise capital to satisfy
its agreements with the regulators and any future regulatory
orders or agreements the Company may be subject to.

The Bank is subject to additional regulatory oversight as a result
of a formal regulatory enforcement action issued by the Federal
Reserve Bank and the California Department of Financial
Institutions.  On Nov. 2, 2009, the members of the Board of
Directors of the Bank consented to the issuance of the Final Order
from the California Department Financial Institutions.  On the
same date, the Company and the Bank entered into the Written
Agreement with the Federal Reserve Bank.  Under the terms of the
Final Order and the Written Agreement, the Bank is required to
implement certain corrective and remedial measures under strict
time frames.


H&P INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: H&P Industries, Inc.
        700 West North Shore Drive
        Hartland, WI 53029

Bankruptcy Case No.: 12-31924

Chapter 11 Petition Date: August 9, 2012

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

Debtor's Counsel: Steven H. Silton, Esq.
                  HINSHAW & CULBERTSON LLP
                  333 South Seventh Street, Suite 2000
                  Minneapolis, MN 55402
                  Tel: (612) 333-3434
                  E-mail: ssilton@hinshawlaw.com
                          akulbeik@hinshawlaw.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/wieb12-31924.pdf

The petition was signed by Donna Petroff, chief financial officer.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Triad Group, Inc.                     12-31923            08/09/12


HARBORSIDE 17: Wants Access to Lender's Cash Collateral
-------------------------------------------------------
Harborside 17 Partners, LLC, asks the Bankruptcy Court for entry
of an order authorizing the Debtor to use cash collateral of
Harborside Mortgage Lender, LLC.

Prior to the filing of the petition, the Debtor entered into
several obligations with Harborside Mortgage Lender, LLC.  The
Debtor estimates that the amount allegedly owed to Lender on these
obligations is $15,975,000.

The Debtor require the use of funds for operating its business and
for the payment of expenses such as repairs, maintenance,
utilities, fuel, and other expenses.  The only sources of
significant income for the Debtor are through its continued
operations, the rental or sale of its slips, and the cash proceeds
generated from such activities.  In order to continue to operate,
the Debtor requires access to the revenues generated from these
activities to provide payment of its expenses.

In exchange for the use of any cash collateral of the Lender, the
Debtor proposes that the Lender should be allowed, as adequate
protection for the use of the cash collateral, post-petition
replacement liens and security interest on the same assets to
which their liens attached prepetition, to the same extent and
with the same validity and priority as existed on the date the
petition for relief under chapter 11 was filed by the Debtor.

The Debtor will maintain one or more Debtor-in-Possession bank
accounts into which it will deposit all cash, checks, and other
cash items that it receives.

The Debtor represents that a reorganization and continuation of
its operations will generate the greatest source of funds for
creditors, including secured creditors.  The Debtor will require
access to the cash collateral generated by its operations in order
to allow it to remain in business.

If the use of cash collateral is not approved, the estate will
suffer immediate and irreparable harm, in that it will not be able
to pay its expenses from funds generated by operations.  If the
Debtor is unable to maintain constant cash flow, it cannot
possibly succeed in bankruptcy.

Orlando, Florida-based Harborside 17 Partners, LLC, filed a bare-
bones Chapter 11 petition (Bankr. E.D.N.C. Case No. 12-04512) in
Wilson, North Carolina on June 18, 2012.  The Debtor disclosed
assets of $32.01 million and liabilities of $16.88 million.

The Debtor owns a marina, clubhouse, and yacht club located on
approximately 9.94 acres of land, located at 111-B Street,
Bridgeton, North Carolina.  According to the schedules, the
property is worth $31.99 million and secures a $15.98 million
debt.  The Debtor also holds a 100% interest in Bridgeton Harbor
Management, LLC.  A copy of the schedules filed with the petition
is available at http://bankrupt.com/misc/nceb12-04512.pdf

Judge J. Rich Leonard presides over the case.  Trawick H. Stubbs,
Jr., Esq., at Stubbs & Perdue, P.A.  Amy Bissette has been
assigned as case manager.

The petition was signed by Daniel R. Robison, manager of JUSA
Management, LLC, manager.


HARBORSIDE 17: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Harborside 17 Partners, LLC, filed with the Bankruptcy Court for
the Eastern District of North Carolina its schedules of assets and
liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------             -----------     -----------
  A. Real Property                $31,990,021
  B. Personal Property                423,491
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $15,976,920
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $151,572
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $746,765
                                  -----------     -----------
        TOTAL                     $32,013,512     $16,875,257

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

      http://bankrupt.com/misc/HARBORSIDE_17_sal_amended.pdf

Orlando, Florida-based Harborside 17 Partners, LLC, filed a bare-
bones Chapter 11 petition (Bankr. E.D.N.C. Case No. 12-04512) in
Wilson, North Carolina on June 18, 2012.

The Debtor owns a marina, clubhouse, and yacht club located on
approximately 9.94 acres of land, located at 111-B Street,
Bridgeton, North Carolina.  According to the schedules, the
property is worth $31.99 million and secures a $15.98 million
debt.  The Debtor also holds a 100% interest in Bridgeton Harbor
Management, LLC.  A copy of the schedules filed with the petition
is available at http://bankrupt.com/misc/nceb12-04512.pdf

Judge J. Rich Leonard presides over the case.  Trawick H. Stubbs,
Jr., Esq., at Stubbs & Perdue, P.A.  Amy Bissette has been
assigned as case manager.

The petition was signed by Daniel R. Robison, manager of JUSA
Management, LLC, manager.


HUB INT'L: Incremental Term Loan No Impact on Moody's B3 CFR/PDR
----------------------------------------------------------------
Moody's Investors Service said that Hub International Limited
(Hub - corporate family rating B3, probability of default rating
B3) has completed the syndication of an incremental $75 million
borrowing under the accordion feature of its existing senior
secured term loan. The company plans to use net proceeds for
general corporate purposes, including potential acquisitions. The
new borrowing does not affect Hub's corporate family rating or its
debt ratings, which include a B1 rating on senior secured credit
facilities, a Caa1 rating on senior unsecured notes and a Caa2
rating on subordinated notes. The rating outlook for Hub is
stable.

Ratings Rationale

Hub's ratings reflect its solid market position in North American
insurance brokerage, good diversification across products and
geographic areas, and favorable operating margins. These strengths
are tempered by Hub's high financial leverage and limited fixed
charge coverage since its leveraged buyout in 2007. Other
challenges include the relatively soft, but improving, market for
commercial property & casualty insurance and the slow economic
recovery. Moody's expects that Hub will continue to pursue a
combination of organic growth and acquisitions. The acquisition
strategy carries integration and contingent risks (e.g., exposure
to errors and omissions).

Hub's ability to absorb the incremental borrowing at its current
rating level reflects the firm's healthy operating margins and
EBITDA growth over the past several years, along with its
favorable track record in acquiring small and mid-sized insurance
brokers. Giving effect to the $75 million incremental borrowing,
Moody's estimates that Hub's adjusted pro forma debt-to-EBITDA
ratio for the 12 months through June would have been in the range
of 6.5x-7x, and the firm's adjusted EBITDA coverage of interest
would have been in the range of 1.5x-2x. The pro forma leverage
ratio is weak for Hub's rating category but tempered by a large
pro forma cash position associated with the incremental borrowing
and by borrowing capacity under its revolving credit facilities
($75 million available at June 30, 2012). Moody's expects that
proceeds from such borrowings would be deployed over time for
EBITDA-enhancing acquisitions.

Hub's pro-forma financing arrangement as of June 30, 2012, would
have included a $100 million US senior secured revolver maturing
in June 2016 (rated B1, $40 million outstanding), an $87 million
Canadian senior secured revolver maturing in June 2016 (unrated,
fully drawn), a $15 million Canadian overdraft facility maturing
in June 2016 (unrated, undrawn), $832 million of senior secured
term loans due in June 2017 (rated B1, includes the incremental
borrowing of $75 million), a $169 million senior secured term loan
due in December 2017 (rated B1), $305 million of senior unsecured
notes due in December 2014 (rated Caa1), $395 million of
subordinated notes due in June 2015 (rated Caa2) and $2 million of
other borrowings.

Factors that could lead to an upgrade of Hub's ratings include:
(i) adjusted (EBITDA -- capex) coverage of interest exceeding 2x,
(ii) adjusted free-cash-flow-to-debt ratio exceeding 5%, and (iii)
adjusted debt-to-EBITDA ratio below 5.5x.

Factors that could lead to a downgrade include: (i) adjusted
(EBITDA -- capex) coverage of interest below 1.2x, (ii) adjusted
free cash flow-to-debt ratio ratio below 2%, or (iii) adjusted
debt-to-EBITDA ratio above 8x.

Giving effect to the incremental facility, Hub's ratings (and
revised loss given default (LGD) assessments) are as follows:

Corporate family rating B3;

Probability of default rating B3;

$100 million senior secured revolving credit facility due June
2016 rated B1 (to LGD2, 28% from LGD2, 27%);

$832 million senior secured term loan due June 2017 rated B1 (to
LGD2, 28% from LGD2, 27%);

$169 million incremental senior secured term loan due December
2017 rated B1 (to LGD2, 28% from LGD2, 27%);

$305 million senior unsecured notes due December 2014 rated Caa1
(to LGD5, 73% from LGD5, 72%);

$395 million subordinated notes due June 2015 rated Caa2 (LGD6,
90%).

The principal methodology used in this rating was Moody's Global
Rating Methodology for Insurance Brokers and Service Companies
published in February 2012.

Based in Chicago, Illinois, Hub is a major North American
insurance brokerage firm providing a variety of property and
casualty, life and health, employee benefits and risk management
products and services through offices located in the US, Canada
and Brazil. The company generated total revenue of $245 million
and net income of $11 million in the first quarter of 2012, up
from $212 million and $5 million in the first quarter of 2011.
Shareholders' equity was $567 million as of March 31, 2012.


INOVA TECHNOLOGY: Amends 375 Million Common Shares Offering
-----------------------------------------------------------
Inova Technology, Inc., filed with the U.S. Securities and
Exchange Commission an amended Form S-1 relating to the offering
of up to 375,000,000 shares of common stock of the Company in a
self-underwritten direct public offering, without any
participation by underwriters or broker-dealers.  The shares will
be sold through the efforts of the Company's officers and
directors.  The proposed offering price is $0.01 per share.  There
is no minimum number of shares to be sold under this offering. The
Company's common stock is quoted on the OTC Bulletin Board under
the symbol "INVA.OB".

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

                         http://is.gd/whQJWO

                        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.

The Company reported a net loss of $1.24 million for the
year ended April 30, 2012, compared with a net loss of $3.35
million 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.


INTERLEUKIN GENETICS: Mary Chowning Elected to Board of Directors
-----------------------------------------------------------------
Interleukin Genetics, Inc., held its annual meeting on Aug. 7,
2012, at which the shareholders:

   -- elected Mary E. Chowning to serve as a Class III director
      for a three-year term expiring at the Company's 2015 annual
      meeting of shareholders;

   -- ratified the appointment of Grant Thornton LLP as the
      Company's independent public accounting firm for the fiscal
      year ending Dec. 31, 2012;

   -- approved the Company's 2012 Employee Stock Purchase; and

   -- approved the proposal to increase the number of the
      authorized shares of the Company's common stock from
      100,000,000 shares to 150,000,000 shares.

The Purchase Plan provides eligible employees with the opportunity
to purchase up to 750,000 shares of the Company's common stock, at
a discount, on a tax-favored basis through payroll deductions in
compliance with Section 423 of the Internal Revenue Code of 1986,
as amended.  The Purchase Plan replaces the Company's outstanding
Employee Stock Purchase Plan which was terminated as almost all
shares thereunder had been issued as of March 31, 2012.

On Aug. 9, 2012, the Company filed a certificate of amendment with
the Delaware Secretary of State to increase the number of the
Company's authorized shares of common stock from 100,000,000
shares to 150,000,000 shares.  The certificate of amendment became
effective upon filing.

                         About Interleukin

Waltham, Mass.-based Interleukin Genetics, Inc., is a personalized
health company that develops unique genetic tests to provide
information to better manage health and specific health risks.

Following the Company's financial results for the year ended
Dec. 31, 2011, Grant Thornton LLP, in Boston, Massachusetts,
expressed substantial doubt about Interleukin Genetics' ability to
continue as a going concern.  The independent auditors noted that
the Company incurred a net loss of $5.02 million during the year
ended Dec. 31, 2011, and, as of that date, the Company's current
liabilities exceeded its current assets by $12.27 million and its
total liabilities exceeded total assets by $11.4 million.

The Company reported a net loss of $5.0 million for 2011, compared
with a net loss of $6.0 million for 2010.

The Company's balance sheet at March 31, 2012, showed
$1.93 million in total assets, $14.72 million in total
liabilities, and a $12.79 million total stockholders' deficit.


INTERNATIONAL MEDIA: OK'd to Use NRJ II's Cash for 401(k) Loans
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
International Media Group, Inc., et al., to use cash collateral of
NRJ TV II, LLC, in an amount not to exceed $40,000, in connection
with loans to certain employees for repayment of advances made
under KSCI, Inc., 401(k) employee plan.

On Feb. 14, 2012, the Court entered a final order authorizing the
Debtors to use cash collateral of prepetition first lien lender on
a final basis.

Pursuant to the terms of the cash collateral, the Debtors are
authorized, inter alia to use the cash collateral of NRJ II.

The Debtors offer a 401(k) plan to employees who satisfy the
plan's qualification requirement.  Prior to the Petition Date, two
employees of KSCI, Inc. took advances from the Debtor's 401(k)
plan in amount totaling approximately $40,000.  In connection with
the sale to the purchaser, the Debtors intend to terminate their
current 401(k) plan which would result in a final distribution to
each of the plan participants.

The Debtors have been advised that upon the termination of the
401(k) plan and the resulting distribution, an employee who has an
outstanding loan will be taxed and will also be required to 10%
penalty tax because each is under 59.5 years old.  To prevent this
result, the Debtors, with the consent of their lenders NRJ II and
NRJ TV LA OpCo, LLC; NRJ TV LA License, Co., LLC, NRJ TV Hawii
OpCo, LLC and NRJ TV Hawii License Co., LLC -- the purchaser, to
use the cash collateral to provide loans to both employees to
avoid the imposition of penalties and taxes as a result of the
sale.

The employees will then be required to re-borrow from the
purchaser's 401(k) to repay the loans in full.

                  About International Media Group

International Media Group Inc. and its affiliates operate
television station KSCI-TV (Channel 18) Long Beach, California;
KUAN-LP (Channel 48) Poway, California; and KIKU-TV (Channel 19)
Honolulu, Hawaii.  KSCI, KUAN and KIKU focus primarily on the
large Asian markets of Southern California and Hawaii and offer
programming in six (6) main languages -- (i) Chinese; (ii) Korean;
(iii) Tagalog (Filipino); (iv) Vietnamese; (v) English; and (vi)
Japanese.  The Television Stations' programming is a mix of
locally produced original news, entertainment, and talk shows,
purchased or syndicated foreign language programming, and paid
programming comprised principally of infomercials, per-inquiry and
direct response television advertisements.

KHAI Inc. owns all of the equity of KHLS Inc., which holds the FCC
license for KIKU-TV (Channel 19).  KSCI Inc. owns all of the
equity of KHAI and of KSLS Inc., which holds the FCC license for
KSCI-TV (Channel 18) and KUANLP (Channel 48).  International Media
Group Inc. owns all of the equity of KSCI.

AMG Intermediate LLC owns all of the equity of IMG, and AsianMedia
Group LLC owns all of the equity of AMG.  Non-debtor AsianMedia
Investors I L.P. owns all of the equity of AsianMedia.

International Media Group and six affiliates filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 12-10140) on Jan. 9, 2012,
with the intent to sell their business as a going concern under
11 U.S.C. Sec. 363(a).

NRJ TV II LLC, an entity owned by the first lien lender, will be
the stalking horse bidder.  As of Jan. 9, 2012, the Debtors owe
$77.3 million on a first lien debt, including $67 million on a
term-loan.  Fortress Credit Corp. serves as agent.  Unless outbid
at the auction, the pre-petition lenders will acquire the assets
in exchange for a credit bid of $45 million, will assume certain
liabilities, and fund a "carve-out".  An auction and sale hearing
is contemplated to be held in March.

Judge Mary F. Walrath oversees the Debtors' cases.  International
Media Group tapped Houlihan Lokey Capital, Inc., in October to
market the assets.  Houlihan will continue marketing the assets
post-petition.  William E. Chipman, Jr., Esq., and Mark D.
Olivere, Esq., at Cousins Chipman & Brown, LLC, in Wilmington,
Delaware, serve as the Debtors' bankruptcy counsel.  The Debtors'
claims agent is Epiq Bankruptcy Solutions LLC.  International
Media disclosed $206,825,047 in assets and $233,218,073 in
liabilities as of the Chapter 11 filing.  The petition was signed
by Dennis J. Davis, chief restructuring officer.

No trustee, examiner or committee has been appointed in any of the
Debtors' cases.


IVANHOE ENERGY: Posts $4.7 Million Net Loss in Second Quarter
-------------------------------------------------------------
Ivanhoe Energy Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of US4.70 million on US$11.30 million of
revenue for the three months ended June 30, 2012, compared with a
net loss of US$4.11 million on US$9.53 million of revenue for the
same period last year.

For the six months ended June 30, 2012, the Company had a net loss
of US15.36 million on US$19.21 million of revenue, compared with a
net loss of US$15.24 million on US$17.72 million of revenue for
the same period of 2011.

The Company's balance sheet at June 30, 2012, showed
US$457.48 million in total assets, US$156.54 million in total
liabilities, and stockholders' equity of US$300.94 million.

At June 30, 2012, Ivanhoe had an accumulated deficit of
US$313.86 million and working capital deficit of US$18.68 million,
excluding assets held for sale.  In the six months ended June 30,
2012, cash used in operating activities was US$11.08 million and
the Company expects to incur further losses in the development of
its business.

As reported in the TCR on April 16, 2012, Deloitte & Touche LLP,
in Calgary, Canada, said that as of Dec. 31, 2011, the Company had
an accumulated deficit of US$298.5 million, and working capital of
US$30.7 million, excluding assets held for sale and derivative
financial liabilities, and during the year ended Dec. 31, 2011,
cash used in operating activities was US$26.2 million and the
Company expects to incur further losses in the development of its
business.  "These conditions indicate the existence of a material
uncertainty that casts substantial doubt about the Company's
ability to continue as a going concern."

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

                       http://is.gd/DhVofm

Vancouver, Canada-based Ivanhoe Energy Inc. is an independent
international heavy oil development and production company focused
on pursuing long term growth in its reserves and production.
Ivanhoe plans to utilize advanced technologies, such as its
HTL(TM) technology, that are designed to improve recovery of heavy
oil resources.  In addition, the Company seeks to expand its
reserve base and production through conventional exploration and
production of oil and gas.


JAMES RIVER: Incurs $25.7 Million Net Loss in Second Quarter
------------------------------------------------------------
James River Coal Company filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $25.76 million on $277.35 million of total revenue
for the three months ended June 30, 2012, compared with net income
of $789,000 on $352.03 million of total revenue for the same
period during the prior year.

For the six months ended June 30, 2012, the Company reported a net
loss of $41.42 million on $579.34 million of total revenue,
compared to a net loss of $6.81 million on $516.61 million of
total revenue for the same period during the previous year.

James River's balance sheet at June 30, 2012, showed $1.34 billion
in total assets, $982.24 million in total liabilities and $360.09
million in total shareholders' equity.

Peter T. Socha, chairman and chief executive officer commented,
"We are both pleased and cautious this quarter.  In the operations
area, we are very pleased to report that we have received five
significant permits for our surface mining operations.  Our
operations team has put a tremendous amount of time and effort
into obtaining these permits.  They showed flexibility and
creativity in working with state and federal regulatory
authorities in finding solutions that would meet the needs of all
parties.  Our operations team has also continued to demonstrate
their ability to quickly adapt to changing market conditions.
Both the met and the thermal coal markets are in a state of
transition.  The met market has softened recently due to global
macroeconomic concerns and a slight oversupply situation. We are
cautious about the met market in the short term, but continue to
be very enthusiastic about the demand for these coals going
forward.  The construction of global infrastructure is continuing.
The thermal market is just beginning to show signs of recovery.
We believe that this is due to production cutbacks throughout the
industry as well as improved demand for both coal and natural gas
due to warmer than normal temperatures.  Our sales and marketing
team has done a great job of shipping coal under existing
contracts and finding pockets of opportunity in difficult markets.
We continue to be pleased with our balanced approach to operating
assets, customer markets, and financial stability."

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

                        http://is.gd/yKdQfx

                        About James River

Headquartered in Richmond, Virginia, James River Coal Company
(NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines,
processes and sells bituminous steam and industrial-grade coal
primarily to electric utility companies and industrial customers.
The company's mining operations are managed through six operating
subsidiaries located throughout eastern Kentucky and in southern
Indiana.

The Company reported a net loss of $39.08 million in 2011,
compared with net income of $78.16 million in 2010.

                           *     *     *

As reported by the TCR on June 28, 2012, Standard & Poor's Ratings
Services lowered its corporate credit rating on Richmond, Va.-
based James River Coal Co. to 'CCC+' from 'B-'.

"The downgrade reflects our assessment that market demand for coal
has deteriorated such that we expect James River Coal's
performance will likely be materially lower than we previously
expected," said Standard & Poor's credit analyst Megan Johnston.

In April 2012, Moody's Investors Service affirmed the company's B3
corporate family rating (CFR) and SGL-3 speculative grade
liquidity rating, indicating an adequate liquidity position.  The
B3 CFR is principally constrained by a high cost position, high
leverage, meaningful decrease in thermal coal prices, and
likelihood of margin compression in thermal coal business as
existing contracts roll off over the next year. The ratings also
consider relatively high thermal coal inventories and generally
stagnant coal demand at the power utilities.


JBI INC: Had $4.0 Million Net Loss in Second Quarter
----------------------------------------------------
JBI, Inc., filed its quarterly report on Form 10-Q, reporting a
net loss of US$4.05 million on US$179,420 of sales for the three
months ended June 30, 2012, compared with a net loss of
US$6.50 million on US$86,015 of sales for the same period last
year.

For the six months ended June 30, 2012, the Company had a net loss
of US$6.88 million on US$405,882 of sales, compared with a net
loss of US$9.26 million on US$86,015 of sales for the same period
of 2011.

The Company's balance sheet at June 30, 2012, showed
US$14.38 million in total assets, US$2.41 million in total
liabilities, and stockholders' equity of US$11.97 million.

The Company has experienced negative cash flows from operations
since inception and has an accumulated deficit of US$41.43 million
at June 30, 2012.

As reported in the TCR on March 26, 2012, MSCM LLP in Toronto,
Canada, expressed substantial doubt about JBI, Inc.'s ability to
continue as a going concern, following the Company's results for
the fiscal year ended Dec. 31, 2011.  The independent auditors
noted that the Company has experienced negative cash flows from
operations since inception and has accumulated a significant
deficit.

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

                       http://is.gd/xwvIgB

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


JC PENNEY: Moody's Lowers Corp. Family Rating to 'Ba3'
------------------------------------------------------
Moody's Investors Service downgraded the long term ratings of J.C.
Penney Company, Inc. ("JCP"), including its Corporate Family
Rating and Probability of Default Rating to Ba3 from Ba1. At the
same time, Moody's affirmed the Speculative Grade Liquidity rating
of SGL-1 which represents very good liquidity. The rating outlook
is stable.

The following ratings were downgraded

For J.C. Penney Company, Inc.:

  Corporate Family Rating to Ba3 from Ba1

  Probability of Default Rating to Ba3 from Ba1

For J.C. Penney Corporation, Inc.:

  Senior unsecured to Ba3 (LGD 4, 59%) from Ba1 (LGD 4, 63%)

  Senior unsecured shelf to (P) Ba3 from (P) Ba1

The following rating is affirmed:

Speculative Grade Liquidity rating at SGL-1

The downgrade to Ba3 acknowledges Moody's belief that JCP will
continue to face sizable double digit sales declines for the
remainder of 2012 until it anniversaries the launch of its new
pricing strategy. The downgrade also acknowledges Moody's belief
that JCP will face gross margin pressure in the third quarter as
it works through the clearance of the second quarter excess
inventory. As a result, Moody's no longer believes that JCP's
credit metrics will return to levels indicative of a Ba1 rating
over the next twelve to eighteen months.

On August 10th, JCP announced second quarter results which were
significantly worse than Moody's expectations of a -15% decline.
JCP's second quarter sales results indicated an acceleration in
the pace of decline to a -21.7% comparable store sales decline
compared to -18.9% in the first quarter. In addition, EBIT also
declined significantly in the second quarter to $(183) million
compared to $81 million last year.

The Ba3 rating reflects JCP's continued very good liquidity from
its $888 million in cash at July 28, 2012 and a $1.5 billion
undrawn asset based revolving credit facility expiring April 2016.
It also reflects that JCP's nearest debt maturity is not until
2015 when its $200 million 6.875% medium term notes mature. JCP's
very good liquidity and lack of near dated debt maturities provide
it with the flexibility to weather the sizable traffic declines as
a result of the pricing strategy change. It also provides time to
work through the disruption in the stores of the construction of
the shops and to develop a catalyst to bring back customer
traffic. Although Moody's believes that the new shops are
compelling, Moody's does not expect the launch of these shops nor
the changes to JCP's media strategy will do much to abate the
sizable sales declines in the short term particularly as the
stores face the disruption of additional shop construction into
September. Moody's believes the sales declines primarily reflect
the loss of a customer who was only in JCP as a result of its
former heavily promotional strategy. In Moody's opinion, it is
currently unclear as to how JCP will stimulate customer traffic
going forward and how long it will take to bring the customer
back.

The Ba3 rating balances the near term weakness in JCP's
profitability and credit metrics against a longer term view that
ultimately its shops concept and revitalized merchandise will
drive higher gross margins increasing profitability such that
credit metrics will improve back to levels supportive of a Ba3
level. Moody's notes that JCP debt to EBITDA at July 28, 2012 was
5.6 times, a level more indicative of a B rating and EBITA to
interest expense was 1.0 time, a level more indicative of a Caa
rating. Moody's anticipates that credit metrics will erode further
from these levels but that the erosion will be temporary.

The stable outlook acknowledges Moody's belief that in 2013 JCP's
gross margins should begin to increase driving an improvement in
credit metrics back to levels indicative of a Ba3 level. The
stable outlook also reflects JCP's financial flexibility to
weather the disruption of the strategic changes given its very
good liquidity and lack of a near dated debt maturities.

Moody's will continue to monitor JCP's performance closely.
Moody's will focus on the performance of JCP's recently launched
Arizona, Levi's, and Buffalo shops, particularly how the shop
launches impact store traffic and overall sales. Moody's will also
focus on the execution of the launch of the Liz Claiborne, JCP,
and Izod shops later this fall along with their performance and
impact of store traffic and sales. Finally Moody's will continue
to assess the likely trajectory of JCP's credit metrics over the
next twelve to eighteen months including the timing of when they
would likely recover to levels indicative of a Ba3 rating.

Downward rating pressure would develop should the pace of sales
decline or gross margin erosion accelerate meaningfully in the
third and fourth quarters of 2012. Ratings could be downgraded
should the sales declines not abate once JCP anniversaries the
launch of its new pricing strategy in the first quarter of 2013 or
should gross margins not begin to recover in the first quarter of
2013. Quantitatively ratings could be downgraded should it become
likely that debt to EBITDA will remain sustained above 5.5 times
over the longer term or EBITA to interest expense will remain
sustained below 1.75 times.

Given the recent downgrade, it is unlikely that ratings will be
upgraded over the near term. However, ratings could be upgraded
should signs emerge that strategic changes implemented by JCP are
gaining traction as evidenced by a meaningful improvement in gross
margins to historic levels while maintaining stable to improving
sales trends. Quantitatively, an upgrade would require operating
performance to improve such that debt to EBITDA is likely to
remain sustained below 4.5 times or EBITA to interest expense
likely to remain sustained above 2.25 times.

J.C. Penney Company, Inc. is one of the U.S.'s largest department
store operators with about 1,100 locations in the United States
and Puerto Rico. It also operates a website, www.jcp.com. Revenues
are about $14 billion.

The principal methodology used in rating J.C. Penney was the was
the Global Retail Industry Methodology published in June 2011.


JONES SODA: Had $459,000 Net Loss in Second Quarter
---------------------------------------------------
Jones Soda Co. filed its quarterly report on Form 10-Q, reporting
a net loss of $459,000 on $5.26 million of revenue for the three
months ended June 30, 2012, compared with a net loss of
$1.82 million on $4.91 million of revenue for the same period last
year.

The decrease in net loss was primarily due to an increase in gross
profit and a decrease in operating expenses due to the changes
made to align the Company's cost structure with the Company's
available capital.

For the six months ended June 30, 2012, the Company had a net loss
of $2.13 million on $9.12 million of revenue, compared with a net
loss of $3.49 million on $9.00 million of revenue for the same
period in 2011.

For the six months ended June 30, 2012, the decrease in net loss
reflects an increase in gross profit and a decrease in operating
expenses due to the changes made to align the Company's cost
structure with the Company's available capital.  The 2011 period
included a credit of $114,000 recorded in other income and tax
benefit primarily relating to interest and tax relating to the
Company's 2010 Canadian tax refund.

The Company's balance sheet at June 30, 2012, showed
$9.27 million in total assets, $4.05 million in total liabilities,
and stockholders' equity of $5.22 million.

According to the regulatory filing, the uncertainties relating to
the Company's ability to successfully execute its 2012 operating
plan and to implement operating expense reductions that do not
jeopardize the Company's operating performance, and the difficult
financing environment with the Company's bid price deficiency (for
continued listing of the Company's common stock on the Nasdaq
Capital Market), continue to raise substantial doubt about its
ability to continue as a going concern.

As reported in the TCR on April 5, 2012, Peterson Sullivan LLP, in
Seattle, Washington, expressed substantial doubt about Jones
Soda's ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 31, 2011.  The
independent auditors noted that the Company has experienced
recurring losses from operations and negative cash flows from
operating activities.

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

                       http://is.gd/pQ4DEt

Seattle, Washington-based Jones Soda Co. develops, produces,
markets and distributes premium beverages.


K-V PHARMACEUTICAL: Receives Interim Approval to Use Cash
---------------------------------------------------------
K-V Pharmaceutical Co. received interim approval from the
bankruptcy court in New York to use cash representing collateral
for $225 million in senior notes.

"Together with the Court's prior approval of our First Day
motions, this authorization of the use of cash collateral is
another important step forward, further ensuring that K-V is able
to continue operations and focus on the restructuring process,"
said Greg Divis, President and CEO of K-V Pharmaceutical.

"Meanwhile, reaching agreement regarding this matter with our
Senior Noteholders sets the stage for continued cooperation toward
the development of a plan of restructuring under which K-V will be
able to emerge from chapter 11 as a stable and competitive
company," Mr. Divis concluded.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that papers filed in bankruptcy court show that cash will
be depleted $17.5 million by the first week of Nov.  The company
and an ad hoc committee of noteholders negotiated terms for the
use of so-called cash collateral, including adherence to a three-
month budget.  At the outset of bankruptcy, K-V had $40.1 million
cash, including $8.7 million in restricted cash, according to
court papers.

The Bloomberg report relates the budget projects net receipts of
$10.3 million through Nov. 4. Operating disbursements of $24.5
million and a predicted $3.2 million in bankruptcy costs will
result in a $17.5 million negative cash flow, according to the
budget.  The cash balance on Nov. 4 is projected to be $22.6
million.  The cash collateral agreement requires K-V to pay the
professional fees and expenses of the ad hoc note holder group.

The report discloses that although the noteholders will have liens
on all assets in return for the use of cash, they aren't being
given security interests in lawsuits.  Unless modified in the
process of obtaining final approval of cash use, creditors will
have two months for lodging objections before the noteholders'
liens will be deemed valid.

The report notes the first-lien notes last traded on Aug. 8 for
31 cents on the dollar, according to Trace, the bond-price
reporting system of the Financial Industry Regulatory Authority.
There is $200 million owing on 2.5% contingent convertible
subordinated notes due 2033.  The notes traded on Aug. 9 for 3.563
cents on the dollar, Trade said.  K-V owes $30 million on a
mortgage loan.

The Office of the United States Trustee will hold a meeting to
form an Official Committee of Unsecured Creditors on Aug. 13,
2013.

Final hearings on the First Day motions, certain other motions as
well as a final hearing on the use of cash collateral are
scheduled for Aug. 23, 2012.

                 About K-V Pharmaceutical Company

KV Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

K-V Pharmaceutical Company and certain domestic subsidiaries on
Aug. 4 filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead
Case No. 12-13346, under K-V Discovery Solutions Inc.) to
restructure their financial obligations.

K-V has retained the services of Willkie Farr & Gallagher LLP as
bankruptcy counsel, Williams & Connolly LLP as special litigation
counsel, and SNR Denton as special litigation counsel.  In
addition, K-V has retained Jefferies & Co., Inc., as financial
advisor and investment banker.  Epiq Bankruptcy Solutions LLC is
the claims and notice agent.


KINDER MORGAN: S&P Keeps 'BB' Issuer Credit Rating
--------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB' ratings to
Kinder Morgan Energy Partners L.P.'s (KMP) issuance of $1.25
billion of senior unsecured notes and its $2 billion senior
unsecured six-month revolving credit facility. "In addition, we
affirmed our 'BBB' corporate credit and 'A-2' short-term and
commercial paper ratings on the company. The company upsized its
commercial paper program to $4.2 billion from $2.2 billion. The
partnership will use the proceeds from the notes to pay a portion
of the $6.22 billion purchase price, which includes $2.4 billion
of assumed debt, for the pending acquisition of 100% of Tennessee
Gas Pipeline Co. (TGP; BB/Watch Pos/--) and a 50% interest in El
Paso Natural Gas Co. (EPNG; BB/Stable/--). The outlook is stable,"
S&P said.

"Our ratings on KMP reflects the company's 'strong' business risk
profile, which partly offsets its 'significant' financial risk
profile under our criteria," said Standard & Poor's credit analyst
William Ferara. "The rating also is based on the link between KMP
and its lower-rated parent, Kinder Morgan Inc. (KMI; BB/Stable/--
). On May 25, 2012, KMI closed on its purchase of El Paso Corp.
for $38 billion, which creates the third-largest energy company in
North America. KMP owns and operates natural gas pipelines,
refined products pipelines, liquids and bulk terminal facilities,
carbon dioxide pipelines, and crude oil production. As of June 30,
2012, KMP had about $13 billion of total reported debt," S&P said.

"The stable rating outlook reflects our expectations for a slight
improvement in the near-term financial profile, a well-managed
capital spending program, and stand-alone debt to EBITDA in the
low-4x area. We could lower the ratings if debt to EBITDA
surpassed 4.5x. We are unlikely to raise ratings unless the
partnership embraces a more conservative financial policy and
shows less willingness to use debt to fund growth-related capital
spending. We also consider KMI's systemwide leverage in our
ratings on KMP. If we downgraded KMI, our ratings on KMP would
likely be affected due to the linkages between the two. We would
not anticipate the ratings differential to exceed three notches.
However, we would not likely raise our ratings on KMP if we raised
our ratings on KMI," S&P said.


KNIGHT CAPITAL: Pre-Tax Earnings Down 81.8% in Q2 2012 vs Q2 2011
-----------------------------------------------------------------
Knight Capital Group, Inc., filed its quarterly report on Form 10-
Q, reporting net income of $3.29 million on $289.25 million of
revenues for the three months ended June 30, 2012, compared with
net income of $17.57 million on $325.98 million of revenues for
the corresponding period a year earlier.

For the six months ended June 30, 2012, the Company reported net
income of $36.40 million on $638,279 of revenues, compared with
net income of $48,064 on $665,758 of revenues for the same period
of 2011.

Consolidated revenues for the three months ended June 30, 2012,
decreased $36.7 million, or 11.3%, from the same period a year
ago, while consolidated expenses decreased $12.6 million, or 4.3%.
Consolidated pre-tax earnings for the three months ended June 30,
2012, decreased $24.1 million, or 81.8%, from the same period a
year ago.

Consolidated revenues for the six months ended June 30, 2012,
decreased $27.5 million, or 4.1%, from the same period a year ago,
while consolidated expenses decreased $7.3 million, or 1.2%.
Consolidated pre-tax earnings for the six months ended June 30,
2012 decreased $20.2 million, or 25.4%, from the same period a
year ago.

Consolidated revenues for the three and six months ended June 30,
2012, include an aggregate $35.4 million trading loss related to
the Facebook IPO, which primarily impacted the Company's Market
Making and Institutional Sales and Trading segments.

                        Balance Sheet

The Company's balance sheet at June 30, 2012, showed $9.19 million
in total assets, $7.70 million in total liabilities, and
stockholders' equity of $1.49 million.

                  Subsequent Event/Going Concern

The Company experienced a technology issue at the open of trading
at the NYSE on Aug. 1, 2012.  This issue was related to the
installation that day of trading software and resulted in the
Company sending numerous erroneous orders in NYSE-listed and NYSE
Arca securities into the market.  Although this software was
subsequently removed from the Company's systems and clients were
not negatively affected by the erroneous orders, it resulted in
the Company realizing a pre-tax loss of approximately
$440.0 million.  This event severely impacted the Company's
capital base and business operations, and the Company experienced
reduced order flow, liquidity pressures and harm to customer and
counterparty confidence.  As a result, there was substantial doubt
about the Company's ability to continue as a going concern.
Following the event of Aug. 1, 2012, the Company has begun an
internal review into such event and associated controls.

In light of this event, on Aug. 6, 2012 the Company, after
evaluating and pursuing various strategic alternatives, sold
400,000 shares of convertible preferred stock in private
placements to investors in exchange for aggregate cash
consideration of $400.0 million.  The preferred stock consisted of
79,600 shares of Series A-1 preferred stock and 320,400 shares of
Series A-2 preferred stock.  The Series A-1 preferred stock and
Series A-2 preferred stock are convertible into approximately
266.7 million shares of Class A common stock, or approximately 73%
of the total number of shares of Class A common stock outstanding
as of Aug. 3, 2012, assuming the conversion in full of the
preferred stock into Class A common stock.

Although the Company's capital base was severely impacted as a
result of the event, the Company's regulated broker-dealer
subsidiaries remained in full compliance with their net capital
requirements at all times.  In addition, the Company remains in
good standing with The Depository Trust & Clearing Corporation's
depository and clearing subsidiaries as well as the OCC.  As of
the close of business on Aug. 6, 2012, Knight Capital Americas
LLC, the Company's domestic broker-dealer subsidiary, had excess
net capital greater than $300.0 million.

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

                        http://is.gd/nGn0AB

About Knight Capital

Knight Capital Group (NYSE Euronext: KCG) --
http://www.knight.com/-- is a global financial services firm that
provides access to the capital markets across multiple asset
classes to a broad network of clients, including broker-dealers,
institutions and corporations.  Knight is headquartered in Jersey
City, N.J. with a global presence across the Americas, Europe, and
the Asia Pacific regions.


KNIGHT CAPITAL: Files Form 10-Q, Reports $3.3MM Net Income in Q2
----------------------------------------------------------------
Knight Capital Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $3.29 million on $289.25 million of total revenues
for the three months ended June 30, 2012, compared with net income
of $17.57 million on $325.98 million of total revenues for the
same period during the prior year.

The Company reported net income of $36.39 million on $638.27
million of total revenues for the six months ended June 30, 2012,
compared with net income of $48.06 million on $665.75 million of
total revenues for the same period a year ago.

The Company's balance sheet at June 30, 2012, showed $9.19 billion
in total assets, $7.69 billion in total liabilities and $1.49
billion in total equity.

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

                       http://is.gd/nGn0AB

                      About Knight Capital

Knight Capital Group (NYSE Euronext: KCG) --
http://www.knight.com/-- is a global financial services firm that
provides access to the capital markets across multiple asset
classes to a broad network of clients, including broker-dealers,
institutions and corporations.  Knight is headquartered in Jersey
City, N.J. with a global presence across the Americas, Europe, and
the Asia Pacific regions.

At the start of trading on Aug. 1, Knight Capital installed a
trading software to push itself onto a new trading platform that
the New York Stock Exchange opened that day.  But when Knight's
new system went live, the firm "experienced a human error and/or a
technology malfunction related to its installation of trading
software."  The error caused Knight to place unauthorized offers
to buy and sell shares of big American companies, driving up the
volume of trading and causing a stir among traders and exchanges.
The orders affected the shares of 148 companies, including Ford
Motor, RadioShack and American Airlines, sending the markets into
upheaval.  Knight had to sell the stocks that it accidentally
bought, prompting a $440 million pre-tax loss, the firm announced
Aug. 2.

Knight Capital averted collapse after announcing Aug. 6 that it
has arranged $400 million in equity financing with Wall Street
firms including Jefferies Group, Inc., which conceived and
structured the investment, as well as Blackstone, GETCO LLC,
Stephens, Stifel Financial Corp. and TD Ameritrade Holding
Corporation.

Knight has said that the software that led to the Aug. 1 trading
issue has been removed from the company's systems. The New York
Stock Exchange nonetheless said Aug. 7 said it "temporarily"
reassigned the firm's market-making responsibilities for more than
600 securities to Getco, the high-speed trading firm that also
invested in Knight.

"This event severely impacted the Company's capital base and
business operations, and the Company experienced reduced order
flow, liquidity pressures and harm to customer and counterparty
confidence," the Company said in its quarterly report for the
period ended June 30, 2012.  "As a result, there was substantial
doubt about the Company's ability to continue as a going concern."

Following the event of Aug. 1, 2012, the Company has begun an
internal review into such event and associated controls.


KOPPERS INC: S&P Affirms 'BB-' Corp. Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Pittsburgh-based Koppers Inc. and its parent company, Koppers
Holdings Inc., to stable from positive. "We also affirmed all the
existing ratings on the company, including the 'BB-' corporate
credit rating," S&P said.

"The outlook revision reflects our expectation that Koppers is
unlikely to maintain a financial profile at levels that would
support a higher rating, given its growth initiatives over the
next several years," said credit analyst Daniel Krauss. "Given the
earnings goal and current balance sheet leverage, we believe the
company likely will pursue growth through debt-funded acquisitions
as a way to complement organic growth opportunities."

"The outlook is stable. Koppers geographic diversity, the
expectation for increased global aluminum demand, and the
stability exhibited by its railroad business, should more than
offset continued macroeconomic uncertainty, particularly in
Europe. Our base case assumes that earnings in the second half of
2012 will be roughly flat with 2011 levels, and should show
moderate improvement in subsequent years through organic and
acquisition growth. We expect that the company will preserve its
significant financial risk profile and strong liquidity while
pursuing growth objectives," S&P said.

"We would consider an upgrade if Koppers maintained financial
policies consistent with a stronger financial profile as its
pursues its growth objectives. Based on our scenario forecasts, we
could raise the ratings modestly if volumes remain at current
levels, EBITDA margins increase by 200 basis points or more from
current levels, and the company pursues no more than about $150
million in debt funded acquisitions. At that level, we would
expect FFO to total adjusted debt to remain in the 25% to 30%
range," S&P said.

"In our downside scenario, we could lower the ratings if end
markets weaken unexpectedly or rising raw material costs caused
EBITDA margins decrease by 300 basis points or more from current
levels. If this were to happen, coupled with a 15% reduction in
revenues, we would expect FFO to total adjusted debt to fall to
about 15%. We could also lower the ratings if the company
unexpectedly increased debt to repurchase shares or to fund a
larger acquisition," S&P said.


LA JOLLA: Incurs $7.7 Million Net Loss in Second Quarter
--------------------------------------------------------
La Jolla Pharmaceutical Company filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $7.69 million for the three months ended June 30,
2012, compared with net income of $4.71 million for the same
period during the previous year.

The Company reported a net loss of $2.41 million for the six
months ended June 30, 2012, compared with a net loss of $1.79
million for the same period a year ago.

La Jolla reported a net loss of $11.54 million in 2011, compared
with a net loss of $3.76 million in 2010.

There were no revenues for the three and six months ended June 30,
2012 and 2011.

The Company's balance sheet at June 30, 2012, showed $3.90 million
in total assets, $14.03 million in total liabilities,
$5.56 million in redeemable convertible preferred stock, and a
$15.69 million total stockholders' deficit.

"Our history of recurring losses from operations, our cumulative
net loss as of June 30, 2012, and the absence of any current
revenue sources raise substantial doubt about our ability to
continue as a going concern," the Company said in its quarterly
report for the period ended June 30, 2012.

After auditing the 2011 results, BDO USA, LLP, in San Diego,
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 from
operations, has an accumulated deficit of $439.6 million and a
stockholders' deficit of $15.6 million as of Dec. 31, 2011, and
has no current source of revenues.

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

                        http://is.gd/vgkB4O

                   About La Jolla Pharmaceutical

San Diego, Calif.-based La Jolla Pharmaceutical Company (OTC BB:
LJPC) -- http://www.ljpc.com/-- is a biopharmaceutical company
that has historically focused on the development and testing of
Riquent as a treatment for Lupus nephritis.


LANDMARK MEDICAL: RI Seeking Court Order for $5 Million Payment
---------------------------------------------------------------
Boston.com reports that Rhode Island officials are asking a state
judge to order Landmark Medical Center in Woonsocket, Rhode
Island, to pay its annual $5.6 million licensing fee that's nearly
a month overdue.

The Providence Journal said that the hospital was supposed to pay
the fee by July 16.  State Tax Administrator David Sullivan says
Landmark now also owes the state nearly $560,000 in interest and
penalties, according to Boston.com reports.

The report relates that the hospital has been in receivership
since 2008, but has paid its licensing fee on time in previous
years.  A court hearing on the matter is set for Aug. 22.

Landmark spokesman Bill Fischer said there have been broader
issues with federal reimbursement for uncompensated care and the
licensing fee, when asked why the fee hasn't been paid, Boston.com
reports notes.


LAS VEGAS RAILWAY: Posts $90,500 Net Loss in June 30 Quarter
------------------------------------------------------------
Las Vegas Railway Express, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $90,511 for the three months
ended June 30, 2012, compared with a net loss of $412,161 for the
three months ended June 30, 2011.

For the quarter ended, June 30, 2012, there were no revenues
associated with the railcar operations.

The Company's balance sheet at June 30, 2012, showed $1.65 million
in total assets, $1.26 million in total liabilities, and
stockholders' equity of $394,005.

The Company has net loss from continuing operations of $574,931
for the three months ended June 30, 2012, and an accumulative
deficit of $11.71 million through June 30, 2012.

The Company said in the regulatory filing: "Although a substantial
portion of the Company's cumulative net loss is attributable to
discontinued operations, management believes that it will need
additional equity or debt financing to implement the business
plan.  These matters raise substantial doubt about the Company's
ability to continue as a going concern."

Hamilton, PC's report on Las Vegas Railway's financial statements
for the fiscal year ended March 31, 2012, contained an explanatory
paragraph stating that the Company's recurring losses from
operations raises substantial doubt about its ability to continue
as a going concern.

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

                       http://is.gd/QJ0fyC

Las Vegas, Nev.-based Las Vegas Railway Express, Inc., is a
Delaware corporation whose business plan is to establish a rail
passenger train service between Las Vegas and Los Angeles using
existing railroad lines currently utilized by two Class I
railroads, Burlington Northern and Union Pacific.  The development
concept is to provide a Las Vegas style experience on the train
(which the Company plans to call the "X" Train), which would
traverse the planned route in approximately 5 hours.


LEHMAN BROTHERS: WL Ross to Take Majority Stake in Navigator
------------------------------------------------------------
WL Ross & Co. disclosed that it had agreed to purchase 4.4 million
common shares of Navigator Holdings Ltd. owned by Lehman Brothers
Inc. (LBI) for $110 million.  James W. Giddens, Trustee for the
Securities Investor Protection Act liquidation of LBI, also
disclosed submitted a motion to the United States Bankruptcy Court
of the Southern District of New York for approval of the Purchase
Agreement, subject to conditions.

WL Ross had previously acquired 3.5 million Navigator shares.  If
approved by the Court, the new agreement will bring its total
stake in Navigator to over 50%.  As part of the transaction, WL
Ross agreed with Navigator that a majority of the Navigator Board
of Directors will continue to be independent directors, and
certain additional transactions relating to Navigator that may be
proposed by WL Ross will require their approval.

"We see substantial opportunities in the global transportation
industry, particularly rail and marine transport," said Wilbur
Ross, Jr., Chairman of WL Ross & Co.  "Navigator is a leader in
the handy-sized shipping segment, which has excellent fundamentals
and a positive long-term outlook as global shifts in demand for
liquified petroleum gas and other petrochemicals increase
opportunities for efficient, flexible marine transportation
providers," Ross said.

                         About WL Ross & Co.

Founded by legendary investor Wilbur Ross, Jr., WL Ross & Co
http://--www.wlross.com--. is an investment management company
which has sponsored private equity funds, co-investment vehicles
and hedge funds that have invested in the railcar, marine
transportation, steel, textile, coal, automotive, financial and
other industries in the U.S., Ireland, U.K., France, Germany,
China, Japan, Korea, Vietnam, India, Brazil and Bermuda. WL Ross
currently has approximately $10 billion under management for a
"Who's Who" of institutional investors who share a long-term
investment horizon.

                   About Navigator Holdings Ltd.:

Navigator Holdings Ltd. provides international seaborne
transportation services to producers, traders and consumers of
liquified petroleum gas ("LPG"), petrochemical gases and ammonia.
The company is the leading participant in the handy-sized LPG
sector, operating a versatile fleet of 14 high quality, semi-
refrigerated gas carriers, representing approximately 16% of the
fleet capacity in its chosen sector.

                       About Lehman Brothers

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

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

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

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

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

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

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

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


LEVEL 3: Borrowings Under Existing Credit Pact Hiked By $1.4BB
--------------------------------------------------------------
Level 3 Financing, Inc., a wholly owned subsidiary of Level 3
Communications, Inc., entered into a fourth amendment agreement to
the Existing Credit Agreement to increase by $1.415 billion the
aggregate borrowings under the Existing Credit Agreement through
the incurrence of two additional Tranches, a $600 million Tranche
B 2016 Term Loan and an $815 million Tranche B 2019 Term Loan.
The Tranche B 2016 Term Loans mature on Feb. 1, 2016, and the
Tranche B 2019 Term Loans mature on Aug. 1, 2019.

The Additional Tranches have an interest rate of, in the case of
any ABR Borrowing equal (a) to the greater of (i) the Prime Rate
in effect on that day, (ii) the Federal Funds Effective Rate in
effect on such day plus 1/2 of 1% and (iii) the sum of (A) the
higher of (x) the LIBO Rate for a one month interest period on
such day and (y) 1.50%, plus (B) 1.00%, plus (b) 2.25% per annum
in respect of the Tranche B 2016 Term Loans, or 2.75% per annum in
respect of the Tranche B 2019 Term Loans.  In the case of any
Eurodollar Borrowing, the Additional Tranches bear interest at the
LIBO Rate for the interest period for such borrowing plus (a)
3.25% per annum in respect of the Tranche B 2016 Term Loans, or
(b) 3.75% per annum in respect of the Tranche B 2019 Term Loans.

The Company, as guarantor, Level 3 Financing, as borrower, Merrill
Lynch Capital Corporation, as Administrative Agent and Collateral
Agent, and certain other agents and certain lenders are party to
that certain Credit Agreement, dated as of March 13, 2007, as
amended and restated by that certain Amendment Agreement, dated as
of April 16, 2009, as amended by that certain First Amendment,
dated as of May 15, 2009, as amended and restated by that certain
Second Amendment Agreement, dated as of Oct. 4, 2011, as amended
and restated by that certain Third Amendment Agreement, dated as
of Nov. 10, 2011, pursuant to which the lenders have extended to
Level 3 Financing Tranche B Term Loans in the aggregate principal
amount of $280 million, $650 million of Tranche B II Term Loans,
$550 million of Tranche B III Term Loans and a $1.4 billion
Tranche A Term Loan.

A portion of the net proceeds of the Additional Tranches were
used, along with cash on hand, to pre-pay the Tranche A Term Loan,
and the remainder will be used to repay an existing vendor
financing obligation.  As a result of the incurrence of the
Additional Tranches and the pre-payment of the Tranche A Term
Loan, the total aggregate principal amount of the loans under the
Restated Credit Agreement is $2.615 billion.

In addition to the Fourth Amendment Agreement, in connection with
incurrence of the Additional Tranches, Level 3 Financing and Level
3 LLC entered into an Amended and Restated Loan Proceeds Note with
initial principal amount of $4.015 billion.  In connection with
the pre-payment of the Tranche A Term Loan, Level 3 Financing and
Level 3 LLC entered into a subsequent Amended and Restated Loan
Proceeds Note with initial principal amount of $2.615 billion.

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

                       http://is.gd/2ytyaH

                   About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

The Company reported a net loss of $756 million in 2011, a net
loss of $622 million in 2010, and a net loss of $618 million in
2009.

The Company's balance sheet at June 30, 2012, showed $12.94
billion in total assets, $11.73 billion in total liabilities and
$1.21 billion in total stockholders' equity.

                          *     *     *

As reported by the TCR on April 2, 2012, Fitch Ratings upgraded
Level-3 Communications' Issuer Default Rating to 'B' from 'B-' on
Oct. 4, 2011, and assigned a Positive Outlook.  The rating action
followed LVLT's announcement that the company closed on its
previously announced agreement to acquire Global Crossing Limited
(GLBC) in a tax-free, stock-for-stock transaction.

In the July 20, 2012, edition of the TCR, Moody's Investors
Service affirmed Level 3 Communications, Inc.'s corporate family
and probability of default ratings at B3.  The company's B3
ratings are based on expectations that net synergies from the
recently closed acquisition of Global Crossing Ltd. will reduce
expenses sufficiently such that Level 3 will be modestly cash flow
positive (on a sustained basis) by late 2013.

Level 3 carries a 'B-' corporate credit rating from Standard &
Poor's Ratings Services.


LSP ENERGY: Court OKs PA Consulting as Energy Expert Advisor
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware, according
to LSP Energy, Inc., et al.'s case docket, granted on on July 24,
2012, the Debtors' amended motion to employ PA Consulting Group,
Inc., as energy expert advisor nunc pro tunc to March 1, 2012.

                         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.


MERRIMACK PHARMACEUTICALS: Incurs $20.1 Million Net Loss in Q2
--------------------------------------------------------------
Merrimack Pharmaceuticals, Inc., reported a net loss of
$20.13 million on $12.06 million of collaboration revenues for the
three months ended June 30, 2012, compared with a net loss of
$29.19 million on $6.59 million of collaboration revenues for the
same period during the prior year.

"We are pleased with Merrimack's accomplishments in our first four
months as a public company and we are happy with the opportunities
that it has opened up for us," said Robert Mulroy, President and
CEO of Merrimack.  "With the novel candidates and diagnostics we
have in development and the number of projects we expect to enter
the clinic over the next few years, this is a very exciting period
of growth for Merrimack on both the business and scientific
fronts."

Merrimack expects its existing cash and cash equivalents and
investments on hand as of June 30, 2012, of $106.7 million to be
sufficient to fund operations into the second half of 2013.

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

                        http://is.gd/WEm1W3

                          About Merrimack

Cambridge, Mass.-based Merrimack Pharmaceuticals, Inc., a
biopharmaceutical company discovering, developing and preparing to
commercialize innovative medicines consisting of novel
therapeutics paired with companion diagnostics.  The Company's
initial focus is in the field of oncology.  The Company has five
programs in clinical development.  In it most advanced program,
the Company is conducting a pivotal Phase 3 clinical trial.

The Company's balance sheet at March 31, 2012, showed
$64.45 million in total assets, $108.05 million in total
liabilities, $268.23 million in convertible preferred stock,
$456,000 in non-controlling interest, and a shareholders' deficit
of $312.29 million.

As reported in the TCR on April 9, 2012, PricewaterhouseCoopers
LLP, in Boston, Massachusetts, expressed substantial doubt about
Merrimack Pharmaceuticals' ability to continue as a going concern,
following the Company's results for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has
suffered recurring losses from operations and has insufficient
capital resources available as of Dec. 31, 2011, to fund planned
operations through 2012.


MF GLOBAL: Judge Approves Deal Between CME Group & Trustee
----------------------------------------------------------
Joseph Checkler at Dow Jones' Daily Bankruptcy Review reports that
a judge on Aug. 10, 2012 approved a deal between CME Group Inc.
and the trustee unwinding the brokerage of MF Global Holdings Ltd.
that calls for former MF Global brokerage customers to get $130
million from the futures exchange operator.

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/--
is one of the world's leading brokers of commodities and listed
derivatives.  MF Global provides access to more than 70 exchanges
around the world.  The firm is also one of 22 primary dealers
authorized to trade U.S. government securities with the Federal
Reserve Bank of New York.  MF Global's roots go back nearly 230
years to a sugar brokerage on the banks of the Thames River in
London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059
and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive
Brokers Group collapsed.  As of Sept. 30, 2011, MF Global had
$41,046,594,000 in total assets and $39,683,915,000 in total
liabilities.  It is easily the largest bankruptcy filing so far
this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

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

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

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

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


MGM RESORTS: Files Form 10-Q, Incurs $145.4MM Net Loss in Q2
------------------------------------------------------------
MGM Resorts International filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss attributable to the Company of $145.45 million on
$2.32 billion of revenue for the three months ended June 30, 2012,
compared with net income attributable to the Company of $3.44
billion on $1.80 billion of revenue for the same period during the
prior year.

The Company reported a net loss attributable to the Company of
$362.70 million on $4.61 billion of revenue for the six months
ended June 30, 2012, compared with net income attributable to the
Company of $3.35 billion on $3.31 billion of revenue for the same
period a year ago.

The Company's balance sheet at June 30, 2012, showed $27.26
billion in total assets, $17.85 billion in total liabilities and
$9.41 billion in total stockholders' equity.

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

                        http://is.gd/ku6Ihl

                        About MGM Resorts

MGM Resorts International (NYSE: MGM) --
http://www.mgmresorts.com/-- has significant holdings in gaming,
hospitality and entertainment, owns and operates 15 properties
located in Nevada, Mississippi and Michigan, and has 50%
investments in four other properties in Nevada, Illinois and
Macau.

The Company reported net income of $3.23 billion in 2011 and a net
loss of $1.43 billion in 2010.

                        Bankruptcy Warning

In the Form 10-K for the year ended Dec. 31, 2011, the Company
said that any default under the senior credit facility or the
indentures governing the Company's other debt could adversely
affect its growth, its financial condition, its results of
operations and its ability to make payments on its debt, and could
force the Company to seek protection under the bankruptcy laws.

                           *     *     *

As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on MGM Resorts
International to 'B-' from 'CCC+'.   In March 2012, S&P revised
the outlook to positive from stable.

"The revision of our rating outlook to positive reflects strong
performance in 2011 and our expectation that MGM will continue to
benefit from the improving performance trends on the Las Vegas
Strip," S&P said.

In March 2012, Moody's Investors Service affirmed its B2 corporate
family rating and probability of default rating.  The affirmation
of MGM's B2 Corporate Family Rating reflects Moody's view that
positive lodging trends in Las Vegas will continue through 2012
which will help improve MGM's leverage and coverage metrics,
albeit modestly. Additionally, the company's declaration of a $400
million dividend ($204 million to MGM) from its 51% owned Macau
joint venture due to be paid shortly will also improve the
company's liquidity profile. The ratings also consider MGM's
recent bank amendment that resulted in about 50% of its
$3.5 billion senior credit facility being extended one year from
2014 to 2015.


MICHIGAN FINANCE: Moody's Retains Review on 'Caa1' Debt Rating
--------------------------------------------------------------
Moody's Investors Service has affirmed the A3 rating and stable
outlook to the Michigan Finance Authority's (MFA) $123 million
Local Government Loan Program Revenue Bonds, Series 2012C (City of
Detroit Limited Tax General Obligation Local Project Bonds --
Third Lien). This sale was originally scheduled for May 31, 2012,
but was postponed. The sale has been rescheduled and is expected
to price August 15, 2012.

Summary Ratings Rationale

The Series 2012C bonds are limited obligations of the MFA and are
secured and payable from loan repayments from the city of Detroit
(GO rated B3/ratings under review for possible downgrade). The
loan repayments for the Series 2012C bonds are secured by a third
lien on the Distributable State Aid (DSA) the city expects to
receive from the State of Michigan (GO rated Aa2/stable outlook).
The pledge of the DSA on the 2012C bonds is subordinate to that of
the outstanding Series 2010 and 2010E bonds.

The city's pledge of DSA for repayment on the loans will be
secured under the Trust Indenture while all series of debt are
outstanding. The current bonds are also secured by the city's
general obligation limited tax pledge. The underlying rating on
the city's outstanding general obligation limited tax debt is Caa1
and the ratings remain under review for possible downgrade.
Additionally, the city's General Obligation and Certificates of
Participation ratings of B3 also remain on review for possible
downgrade. The current issuance is rated based on the broad
security of pledged Distributable State Aid, which is currently
derived from statewide sales tax revenues, the legal structure for
the issuance and protections provided to bondholders, and debt
service coverage ratios.

Proceeds of the Series 2012C bonds will refinance an interim
financing completed earlier in 2012. The interim financing was
also through the MFA, and consisted of $80.0 million of short term
borrowing to restructure $37 million in Limited Tax General
Obligation debt service payments coming due in April 2012 and May
2012 and to fund $43 million in self-insurance needs for fiscal
2012. Additionally, the bonds will fund approximately $43 million
deposit to the city's Risk Management Fund for self-insurance
needs in fiscal 2013.

The A3 rating on the Series 2012C bonds reflects the third lien
pledge of DSA payments of the city; a strong legal structure that
requires the direct flow of pledged revenues from the state to the
bond trustee and strong additional bonds test (ABT); with weaker
debt service coverage that is more exposed to potential
fluctuations in state aid, including further reductions to
constitutional aid based on population declines and annual
appropriation risks associated with statutory aid. The stable
outlook reflects Moody's expectation that the pledged revenue
stream and legal structure will provide satisfactory bondholder
security even in times of moderate economic decline at the state
level over the life of the bonds.

Strengths

  - Strong legal structure that provides satisfactory bondholder
    protection, insulating bondholders from the city's fiscal
    stress

  - Stable revenue source that is collected across the state of
    Michigan

Challenges

  - Possible reduction of statutory DSA payments if the city
    fails to comply with Economic Vitality Incentive Program, or
    the state chooses to reduce budgeted distributions to local
    governments

  - Further reduction of constitutional DSA payments should the
    city's population base continue to decline

Outlook

The rating outlook on the Local Government Loan Program Bonds and
Distributable State Aid General Obligation Bonds is stable which
reflects Moody's expectation that the pledged revenue stream and
legal structure will provide satisfactory bondholder security even
in times of moderate economic decline at the state level. The
pledged DSA payments provide satisfactory debt service coverage
and legal structure currently insulates the revenue stream from
the city's fiscal stress.

What could change the rating - UP

  - Significant improvement in coverage levels and more rapid
    repayment schedule

  - Stabilization of the city's population base

  - Lack of annual appropriation and EVIP compliance approval for
    statutory DSA component

What could change the rating - DOWN

  - Declines in pledged revenues, leading to decreases in debt
    service coverage

  - Additional leveraging of pledged revenues

  - Need to rely on the city of Detroit's general obligation
    limited tax pledge to satisfy debt service requirements

Principal Methodologies Used

The methodologies used in this rating were US Public Finance
Special Tax Methodology published in March 2012 and State Aid
Intercept Programs and Financings published in February 2008.


MILESTONE SCIENTIFIC: Incurs $164,000 Net Loss in Second Quarter
----------------------------------------------------------------
Milestone Scientific Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss applicable to common stockholders of $164,541 on
$2.32 million of net product sales for the three months ended June
30, 2012, compared with a net loss applicable to common
stockholders of $298,066 on $2.46 million of net product sales for
the same period a year ago.

The Company reported a net loss applicable to common stockholders
of $519,722 on $4.24 million of net product sales for the six
months ended June 30, 2012, compared with a net loss applicable to
common stockholders of $439,711 on $4.89 million of net product
sales for the same period during the prior year.

The Company's balance sheet at June 30, 2012, showed $6.26 million
in total assets, $4.37 million in total liabilities and
$1.89 million in total stockholders' equity.

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

                       http://is.gd/2xSndw

                   About Milestone Scientific

Piscataway, N.J.-based Milestone Scientific Inc. (OTC BB: MLSS)
-- http://www.milestonescientific.com/-- is engaged in pioneering
proprietary, highly innovative technological solutions for the
medical and dental markets.  Central to the Company's IP platform
and product development strategy is its patented CompuFlo(R)
technology for the improved and painless delivery of local
anesthetic.

In its report on the Company's 2011 financial results, Holtz
Rubenstein Reminick LLP, 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 suffered recurring
losses from operations since inception.

The Company reported a net loss of $1.48 million in 2011, compared
with a net loss of $614,508 in 2010.


MORGAN INDUSTRIES: Boatmaker Sells Most Assets for $2.5 Million
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Morgan Industries Inc. was authorized in July to sell
the Hunter sailboat business and most of the other assets to three
buyers for a total of about $2.5 million.

According to the report the sale was the result of a July 9
auction.  The purchased assets include those once used to
manufacture power boats under the names Silverton, Mainship, and
Luhrs.

Morgan has a buyer to pay $850,000 for 30 undeveloped acres on the
Wicomico River in Salisbury, Maryland, unless a better offer turns
up, the report relates.

                      About Morgan Industries

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

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

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

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

The Debtors disclosed $53 million in total assets and $80 million
in total liabilities as of the Chapter 11 filing.

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

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler PC.


MOUNTAIN PROVINCE: Incurs C$4 Million Net Loss in Second Quarter
----------------------------------------------------------------
Mountain Province Diamonds Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 6-K disclosing a
net loss of C$4.04 million for the three months ended June 30,
2012, compared with a net loss of C$2.38 million for the same
period during the prior year.

The Company reported a net loss of C$8.44 million for the six
months ended June 30, 2012, compared with a net loss of C$3.99
million for the same period during the prior year.

The Company reported a net loss of C$11.53 million for the year
ended Dec. 31, 2011, compared with a net loss of C$14.53 million
during the prior year.

The Company's balance sheet at June 30, 2012, showed C$62.54
million in total assets, C$12.79 million in total liabilities and
C$49.74 million total shareholders' equity.

As at June 30, 2012, the Company has not achieved profitable
operations and continues to be dependent upon its ability to
obtain external financing to meet the Company's liabilities as
they become payable.  The Company's ability to continue operations
beyond the next twelve months is dependent on the discovery of
economically recoverable mineral reserves, the ability of the
Company to obtain necessary financing to fund its operations, and
the future production or proceeds from developed properties.

The Company's mineral assets are in the exploration and evaluation
stage and, as a result, the Company has no source of revenues.
The Company is currently investigating various sources of
additional liquidity to increase the cash balances required for
ongoing operations over the foreseeable future.  These additional
sources include, but are not limited to, share offerings, private
placements, credit facilities, and debt, as well as exercises of
outstanding options.  However, there is no certainty that the
Company will be able to obtain financing from any of those
sources.  These conditions indicate the existence of a material
uncertainty that results in substantial doubt as to the Company's
ability to continue as a going concern.

After auditing the financial statements for the year ended Dec.
31, 2011, KPMG LLP, in Toronto, Canada, noted that the Company has
incurred a net loss in 2011 and expects to require additional
capital resources to meet planned expenditures in 2012 that raise
substantial doubt about the Company's ability to continue as a
going concern.

A copy of the Form 6-K is available for free at:

                        http://is.gd/nctHy9

                      About Mountain Province

Headquartered in Toronto, Canada, Mountain Province Diamonds Inc.
(TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/--
is a Canadian resource company in the process of permitting and
developing a diamond deposit known as the "Gahcho Kue Project"
located in the Northwest Territories of Canada.  The Company's
primary asset is its 49% interest in the Gahcho Kue Project.


MPG OFFICE: Files Form 10-Q; Posts $80.2MM Net Income in 2nd Qtr.
-----------------------------------------------------------------
MPG Office Trust, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $80.17 million on $70.31 million of total revenue
for the three months ended June 30, 2012, compared with net income
of $138.67 million on $77.31 million of total revenue for the same
period during the prior year.

For the six months ended June 30, 2012, the Company reported net
income of $90.63 million on $154.96 million of total revenue,
compared to net income of $98.68 million on $152.92 million of
total revenue for the same period a year ago.

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.

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

                       http://is.gd/AcKWnh

                      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.


NAVISTAR INT'L: Moody's Rates $1-Bil. Sr. Secured Term Loan 'Ba2'
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Navistar
International Inc' $1 billion senior secured term loan. At the
same time, Moody's affirmed Navistar International Corporation's
(Navistar) B2 Corporate Family Rating (CFR) and Probability of
Default Rating (PDR), and the B2 rating of the company's senior
unsecured debt. Navistar's Speculative Grade Liquidity rating of
SGL-3 is unchanged. Navistar is the parent company of Navistar
International Inc.

Ratings Rationale

Navistar's ratings reflects the significant challenges the company
will face during the next eighteen months in re-establishing the
profitability and competitiveness of its US and Canadian truck
operations in light of the failure to achieve EPA certification of
its EGR emissions technology, and the newly-adopted strategy of
transitioning to the EPA-certified SCR aftertreatment technology
of Cummins Inc. Navistar's performance will also be pressured by
significant reductions in military revenues and substantially
higher engine warranty reserves. These challenges have resulted in
sizable losses and negative cash flow during the first half of
fiscal 2012 that could continue if not addressed. It is critical
that Navistar remain firmly on track with its plan to transition
to the Cummins SCR emission control platform, and at the same time
rebuild the market share position and profit margins of its truck
operations. In the absence of consistent success in these areas
during 2013, the company could face a prolonged period of negative
cash flow and weak credit metrics. Proceeds from the $1 billion
term loan should help the company maintain adequate liquidity
during this period.

Navistar plans to introduce a Cummins 15 liter engine into its
vehicle lineup beginning in January 2013. The company will also
begin the process of deploying Cummins' SCR aftertreatment
technology on its 13 liter engines beginning in early 2013. During
this transition phase Navistar will face a number of challenges.
These include ensuring adequate operating performance of its
engines, achieving sufficient pricing for its product, and
rebuilding market share that was lost as a result of market
uncertainty over its strategy. Moody's expects that this
transition period will last well into 2013 and that a significant
rebound in truck profitability will not occur until the latter
half of this transition.

The negative outlook recognizes the execution risks that Navistar
will face in transitioning from EGR to SCR emissions technology,
reducing engine warranty expenditures, and rebuilding share that
has been lost due to the uncertainty surrounding its emissions
strategy. If the company is not able to make clear progress in
these areas during 2013, the rating would be subject to further
downgrade.

Moody's expects that proceeds from the $1 billion term loan will
help afford Navistar adequate liquidity during the coming twelve
months as it implements the transition to SCR and attempts to
reverse near term operating losses and negative cash flow. The
company's principal source of liquidity is $1.4 billion in
manufacturing company cash as of April 30, 2012 (pro forma for the
term loan) and availability under a to-be-amended $175 million ABL
facility. These sources should provide adequate coverage of $230
million in maturing manufacturing debt and negative operating cash
flow that could amount to several hundred million dollars during
the transition period. Navistar's captive finance operation,
Navistar Financial Corporation (NFC), continues to fund the
company's dealer floor plan requirements. The alliance with GE
Capital continues to fund a significant portion of Navistar's
retail sales. NFC has approximately $1.3 billion in debt and ABS
obligations coming due during the next twelve months as of April
30. Moody's anticipates that these liquidity requirements can be
covered by drawings under a $500 million revolving credit
facility, and continued access to the ABS market, as evidenced by
the company's June 2012 issuance of $500 million in term ABS
securities.

The assignment of the Ba2 rating to Navistar's secured term loan
and the affirmation of the B2 rating of the unsecured debt,
reflect the relative priority of claim of these securities as
reflected in Moody's Loss Given Default Methodology.

Navistar's rating could come under pressure if the company is not
able to smoothly execute three key initiatives into 2013:
integrating Cummins' SCR technology into its lineup of medium and
heavy duty engines; reducing engine warranty expenditures; and
rebuilding truck market share. To avoid rating pressure Navistar
would need to remain on track for generating EBITA margin
approaching 2.0% for fiscal 2013. This compares with a margin of
5.0% during 2011 and 0.8% during the last twelve months ending
April 30, 2012. In addition EBIT/interest would need to be above
1.25x for 2013 compared with 2.2x in 2011 and 0.3x for LTM through
April 2012. (all figures reflect Moody's standard adjustments)

The rating outlook could be stabilized if Navistar can implement
these initiatives and maintain a trajectory toward the following
metrics for 2013: EBITA margin of 2.5%; EBIT/interest of 2.0x; and
manufacturing company free cash flow exceeding $200 million. This
compares with manufacturing company free cash flow of about $366
million for 2011 and $26 million for the LTM through April 2012.

The principal methodology used in rating Navistar was the Global
Heavy Manufacturing Industry Methodology published in November
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.


NET ELEMENT: Incurs $2.1 Million Net Loss in Second Quarter
-----------------------------------------------------------
Net Element, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $2.14 million on $37,818 of net revenues for the three months
ended June 30, 2012, compared with a net loss of $1.72 million on
$26,058 of net revenues for the same period during the prior year.

The Company reported a net loss of $4.53 million on $112,628 of
net revenues for the six months ended June 30, 2012, compared with
a net loss of $22.04 million on $104,204 of net revenues for the
same period a year ago.

The Company's balance sheet at June 30, 2012, showed $3.22 million
in total assets, $7.69 million in total liabilities, and a
$4.46 million total stockholders' deficit.

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

                        http://is.gd/08C493

                         About Net Element

Miami, Fla.-based Net Element, Inc. (formerly TOT Energy, Inc.)
currently operates several online media websites in the film, auto
racing and emerging music talent markets.

Following the 2011 results, Daszkal Bolton LLP, in Fort
Lauderdale, Florida, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has experienced recurring losses
and has an accumulated deficit and stockholders' deficiency at
Dec. 31, 2011.

The Company reported a net loss of $24.85 million in 2011,
compared with a net loss of $3.10 million in 2010.


NEW WESTERN ENERGY: Has $110,400 Net Loss in Second Quarter
-----------------------------------------------------------
New Western Energy Corp. filed its quarterly report on Form 10-Q,
reporting a net loss of $110,418 on $15,166 of revenues for the
three months ended June 30, 2012, compared with a net loss of
$82,710 on $nil revenues for the same period last year.

For the six months ended June 30, 2012, the Company had a net loss
of $216,310 on $51,645 of revenues, compared with a net loss of
$160,466 on $nil revenues for the same period of 2011.

The Company's balance sheet at June 30, 2012, showed $1.22 million
in total assets, $238,050 in total liabilities, and stockholders'
equity of $984,873.

According to the regulatory filing, at June 30, 2012, the Company
had a working capital deficit of $107,125, incurred a net loss of
$216,310 during the six months ended June 30, 2012, and used cash
in operating activities of $131,909.  "These factors raise
substantial doubt regarding the Company's ability to continue as a
going concern."

Salberg & Company, P.A., in Boca Raton, Florida, expressed
substantial doubt about New Western Energy's ability to continue
as a going concern, following the Company's results for the fiscal
year ended Dec. 31, 2011.  The independent auditors noted that the
Company has a net loss and net cash used in operating activities
in 2011 of $378,453 and $328,965, respectively, and has working
capital deficit and an accumulated deficit of $109,669 and
$1.41 million, respectively at Dec. 31, 2011.

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

                       http://is.gd/koz3W8

Irvine, Calif.-based New Western Energy Corporation is an oil and
gas and mineral exploration and production company with current
projects located in Kansas, Oklahoma and Texas.  The Company's
principal business is in the acquisition, exploration and
development of, and production from oil, gas and mineral
properties.




NEXTWAVE WIRELESS: Polygon Management Holds 12.4% Equity Stake
--------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Polygon Management Ltd. disclosed that, as of Aug. 1,
2012, they beneficially own 3,180,052 shares of common stock of
NextWave Wireless Inc. representing 12.4% of the shares
outstanding.  A copy of the filing is available for free at:

                        http://is.gd/9itMHt

                      About Nextwave Wireless

NextWave Wireless Inc. (PINK: WAVE) is a holding company for
holding company for a significant wireless spectrum portfolio.
Its continuing operations are focused on the management of ikts
wireless spectrum interests.  Total domestic spectrum holdings
consist of approximately 3.9 billion MHz POPs.  Its international
spectrum included in continuing operations include 2.3 GHz
licenses in Canada with 15 million POPs covered by 30 MHz of
spectrum.

The Company's balance sheet at March 31, 2012, showed
$457.13 million in total assets, $1.16 billion in total
liabilities, and a $705.92 million total stockholders' deficit.

In its report on the Company's annual report for year ended
Dec. 31, 2011, Ernst & Young, said, "The Company has incurred
recurring operating losses and has a working capital
deficiency, primarily comprised of the current portion of long
term obligations of $142.0 million at December 31, 2011, that is
associated with the maturity dates of its debt.  The Company
currently does not have the ability to repay this debt at
maturity. These conditions raise substantial doubt about the
Company's ability to continue as a going concern."

                        Bankruptcy Warning

As of March 31, 2012, the aggregate principal amount of the
Company's secured indebtedness was $1,061.8 million.  The
Company's current cash reserves are not sufficient to meet the
Company's payment obligations under its secured notes at their
current maturity dates.  Additionally, the Company may not be able
to consummate sales of its wireless spectrum assets yielding
sufficient proceeds to retire this indebtedness at the current
scheduled maturity dates.  If the Company is unable to further
extend the maturity of its secured notes, or identify and
successfully implement alternative financing to repay its secured
notes, the holders of the Company's Notes could proceed against
the assets pledged to collateralize these obligations.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.  These conditions raise substantial
doubt about our ability to continue as a going concern.
Insufficient capital to repay the Company's debt at maturity would
significantly restrict its ability to operate and could cause the
Company to seek relief through a filing in the United States
Bankruptcy Court.


NEXTWAVE WIRELESS: Avenue Capital Discloses 24.9% Equity Stake
--------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Avenue Capital Management II, L.P., and its
affiliates disclosed that, as of Aug. 1, 2012, they beneficially
own 6,899,083 shares of common stock of Nextwave Wireless Inc.
representing 24.9% of the shares outstanding.  A copy of the
filing is available for free at http://is.gd/TlKiB8

                      About Nextwave Wireless

NextWave Wireless Inc. (PINK: WAVE) is a holding company for
holding company for a significant wireless spectrum portfolio.
Its continuing operations are focused on the management of ikts
wireless spectrum interests.  Total domestic spectrum holdings
consist of approximately 3.9 billion MHz POPs.  Its international
spectrum included in continuing operations include 2.3 GHz
licenses in Canada with 15 million POPs covered by 30 MHz of
spectrum.
The Company disclosed total assets of $457.139 million, total
current liabilities of $1,064.058 million, deferred income tax
liabilities of $84.148 million and long-term obligations, net of
current portion of $14.854 million, and total stockholders'
deficit of $705.921 million.

In its report on the Company's annual report for year ended
Dec. 31, 2011, Ernst & Young, said, "The Company has incurred
recurring operating losses and has a working capital
deficiency, primarily comprised of the current portion of long
term obligations of $142.0 million at December 31, 2011 that is
associated with the maturity dates of its debt.  The Company
currently does not have the ability to repay this debt at
maturity. These conditions raise substantial doubt about the
Company's ability to continue as a going concern."


NORTHAMPTON GENERATING: Cash Collateral Use Extended to Sept. 14
----------------------------------------------------------------
Northampton Generating Company, L.P., asks the U.S. Bankruptcy
Court for the Western District of North Carolina to approve a
second amendment to the final order regarding use of cash
collateral.

On Jan. 13, 2012, the Court entered a final order regarding use of
cash collateral and adequate protection.  Pursuant to Section 5 of
the final order, the amendment of the date appearing in Section
16(viii) of the final order may be effectuated, with the consent
of the collateral agent, by filing with the Court a notice of
amendment.  Such amendment will be effective upon filing.

On June 25, the date in Section 16(viii) was amended to Aug. 17,
in the notice of amendment of final order regarding use of cash
collateral and adequate protection.

The second amendment filed with the written consent of the
collateral agent, is amended to provide a new date of Sept. 14,
2012.  A copy of the Second Amendment is available for free at
http://bankrupt.com/misc/NORTHAMPTON_CC_amendment.pdf

As reported in the Troubled Company Reporter on Jan 23, 2012, U.S.
Bank National Association, as successor collateral agent and
successor senior bond trustee for the senior bonds and Law
Debenture Trust Company of New York, not individually but as
successor bond trustee has consented to the Debtor's access to the
cash collateral to operate its business postpetition.

As of the Petition Date, the Debtor has obligations associated
with certain resource recovery revenue bonds issued for Debtor's
benefit in 1994.

As of the Petition Date, the amounts due and owing by Debtor with
respect to the Bonds and Bond Documents are:

   i) unpaid principal on the Senior Bonds in the amount of
      $71,400,000;

  ii) unpaid principal on the Junior Bonds in the amount of
      $19,100,000;

iii) accrued but unpaid interest on the Senior Bonds in the
      amount of $2,011,496;

  iv) accrued but unpaid interest on the Junior Bonds in the
      amount of $2,688,749; and

   v) unliquidated, accrued and unpaid fees and expenses of the
      Bond Trustees and their counsel incurred through the
      Petition Date.

As adequate protection from diminution in value of the lenders'
collateral the Debtor will grant each Bond Trustee replacement
lien and security interest (the Rollover Lien) in all assets of
the Debtor existing on or after the Petition Date of the same type
as the prepetition Bond Collateral, a superpriority administrative
expense claim status, subject to carve out.

Additionally, the Debtor will make adequate protection payments
based on fees and expenses of (x) the Bond Trustees and their
respective professionals and (y) certain specified professionals
representing the holders of the Junior Bonds, incurred in
connection with the Bonds, including the Prepetition Expense
Claim.

                   About Northampton Generating

Northampton Generating Co. LP is the owner of a 112 megawatt
electric generating plant in Northampton, Pennsylvania.  The plant
is fueled with waste products, including waste coal, fiber waste,
and tires.  The power is sold under a long-term agreement to an
affiliate of FirstEnergy Corp.

Northampton Generating filed for Chapter 11 bankruptcy (Bankr.
W.D.N.C. Case No. 11-33095) on Dec. 5, 2011.  Hillary B. Crabtree,
Esq., and Luis Manuel Lluberas, Esq., at Moore & Van Allen PLLC,
in Charlotte, N.C., serve as counsel to the Debtors.  Houlihan
Lokey Capital, Inc., is the financial advisor.

Northampton is asking that the period of exclusivity be extended
to Sept. 14 and the time to solicit support extended to Nov. 13.

The Debtor disclosed $205,049,256 in assets and $121,515,045 in
liabilities as of the Chapter 11 filing.

No request for the appointment of a trustee or examiner has been
made, and no statutory committee or trustee has been appointed in
this case.


ODYSSEY DIVERSIFIED: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------------
Debtor: Odyssey Diversified VI, LLC
        500 S. Florida Ave.
        Suite 700
        Lakeland, FL 33801

Bankruptcy Case No.: 12-12323

Affiliates that simultaneously filed for Chapter 11:

  Debtor                             Case No.
  ------                             --------
Odyssey Diversified VII, LLC       12-bk-12324
Odyssey Diversified IX, LLC        12-bk-12325

Chapter 11 Petition Date: August 10, 2012

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

Debtor's Counsel: Edward J. Peterson, III, Esq.
                  STICHTER, RIEDEL, BLAIN & PROSSER, PA
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602
                  Tel: (813) 229-0144
                  Fax: (813) 229-1811
                  E-mail: epeterson@srbp.com

Odyssey Diversified VI's
Estimated Assets: $1,000,001 to $10,000,000

Odyssey Diversified VI's
Estimated Debts: $10,000,001 to $50,000,000


Odyssey Diversified VII's
Estimated Assets: $1,000,001 to $10,000,000

Odyssey Diversified VII's
Estimated Debts: $10,000,001 to $50,000,000

A. In its list of 20 largest unsecured creditors, Odyssey
Diversified VI placed only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Peter J. Munson, as       Assertion of right    undetermined
Indenture Trustee         of indemnity
c/o Jeffrey Warren, Esq.
P.O. Box 3913
Tampa, FL 33601

B. In its list of 20 largest unsecured creditors, Odyssey
Diversified VII placed only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Peter J. Munson, as       Assertion of right    undetermined
Indenture Trustee         of indemnity
c/o Jeffrey Warren, Esq.
P.O. Box 3913
Tampa, FL 33601

The petitions were signed by Robert Madden, president.


ORAGENICS INC: Had $6.93 Million Net Loss in Second Quarter
-----------------------------------------------------------
Oragenics, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $6.93 million on $256,407 of revenues for
the three months ended June 30, 2012, compared with a net loss of
$2.37 million on $347,569 of revenues for the same period last
year.

For the six months ended June 30, 2012, the Company had a net loss
of $8.55 million on $636,934 of revenues, compared with a net loss
of $3.93 million on $697,506 of revenues for the corresponding
period in 2011.

The Company's balance sheet at June 30, 2012, showed $1.98 million
in total assets, $3.43 million in total liabilities, and a
shareholders' deficit of $1.45 million.

As reported in the TCR on April 19, 2012, Mayer Hoffman McCann
P.C., in Clearwater, Florida, expressed substantial doubt about
Oragenics' ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 31, 2011.  The
independent auditors noted that the Company has incurred recurring
operating losses, negative operating cash flows and has an
accumulated deficit.

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

                       http://is.gd/EV2arI

Oragenics, Inc., headquartered in Tampa, Fla., is a
biopharmaceutical company focused primarily on oral health
products and novel antibodies.


PARADOR VISTAMAR: Case Summary & 14 Unsecured Creditors
--------------------------------------------------------
Debtor: Parador Vistamar Corporation
        dba Hotel Parador Vistamar
            Vistamar
            Parador Vistamar Corp
        6205 Carr 113 N
        Quebradillas, PR 00678

Bankruptcy Case No.: 12-06292

Chapter 11 Petition Date: August 9, 2012

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Frederic Chardon Dubos, Esq.
                  CHARDON DUBOS, PSC
                  Hill Plaza
                  2847 Avenida Militar
                  Isabela, PR 00662-4099
                  Tel: (787) 872-0700
                  Fax: (787) 872-0700
                  E-mail: chdpsc@gmail.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 14 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/prb12-06292.pdf

The petition was signed by Carlos Rafael Fernandez Rodriguez,
president.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Costa Dorada Apartments Corp.         11-03960            05/10/11


PASCO COUNTY: Moody's Confirms Ba3 Rating on Mortgage Rev. Bonds
----------------------------------------------------------------
Moody's Investors Service has confirmed the Ba3 rating of Pasco
County (FL) Federal Assisted Housing Inc., Mortgage Revenue Bonds
Series 1979. The outlook on the bonds remains negative.

Rating Rationale

Following Moody's review of the Project's audited financial
statements for 2011, the confirmation of the Ba3 rating is
supported by the project's weak financial performance, low
occupancy levels, and dependence on transfers from the Pasco
County Housing Authority (the "Authority") in order to cover
operating expense gaps. The negative outlook reflects the
possibility for further financial deterioration and potential need
to tap debt service reserve and other funds to cover debt service
on the bonds, in the absence of additional discretionary financial
support from the Authority.

The bonds are secured by revenues and trustee-held reserve funds
from Hudson Hills Manor (the "Project"), a 64-unit multifamily
rental property located in Hudson Hills, Pasco County, Florida.
The pledged revenues also include payments from a Housing
Assistance Payment (HAP) contract with the U.S. Department of
Housing and Urban Development (HUD). The Project continues
receiving discretionary financial support from the Authority,
although the entity is not legally obligated to cover operating
and/or bond debt service gaps.

Strengths:

-- Strong legal structure with gross revenue pledge and closed
    loop flow of funds

-- Low loan-to-value

-- Improving local housing market rents and occupancy levels

-- Fully funded replacement and debt service reserve funds

-- Additional funds in surplus account which can only be used to
   cover shortfalls in the future

Challenges:

-- Continuation of debt service coverage levels below 1.0x

-- Low physical occupancy of 89.6% in 2011

-- Lack of competitive rent increase in 2011

-- Low HUD REAC Score

-- Continued dependence on transfers from the Authority to cover
    budget gaps

Outlook

The outlook on the bonds is negative. The negative outlook
reflects the possibility for further financial deterioration and
potential need to tap debt service reserve and other funds to
cover debt service on the bonds, in the absence of additional
discretionary financial support from the County.

WHAT COULD MAKE THE RATING GO UP?

-- A significant and sustained improvement in financial
    performance above a 1.0 times debt service coverage level,
    driven by increased occupancy levels and competitive rent
    increases

WHAT COULD MAKE THE RATING GO DOWN?

-- Further financial deterioration due to decline in occupancy,
    stagnant rent levels, or disproportionate increase in
    operating expenses

-- An instance of tapping of debt service reserve funds in order
    to cover debt service

The principal methodology used in this rating was Global Housing
Projects published in July 2010.


PASSIONATE PET: Nevada Holding Company Has Not Filed Bankruptcy
---------------------------------------------------------------
Passionate Pet, Inc., a Nevada Corporation, has not filed for
bankruptcy as the symbol change may suggest.  The Company changed
control on July 31, 2012 and is now majority owned by Geo-Co
Ventures, LLC, an investor and manager.



Due to confusion subsequent to the closing a filing was
erroneously made concerning the wholly owned subsidiary,
Passionate Pet, Inc., a California corporation, with the Federal
Bankruptcy Court in Central District, California.  The filing
attorney, Attorney Bruce Tackowiak hired by Mr. John Dunn the past
president of the holding company, is now filing motions to
withdraw the chapter 7 filing for the California subsidiary.

"Passionate Pet management has contacted FINRA today to correct
the erroneous symbol change", stated the new president Renee
Galizio.  "We are excited about our plans for the company and the
new management and directors that we will be able to bring to the
company".

Separately, the company announced that it will re-engage
accountants and seek SEC legal representations to assist the
company in bringing all required filings up to date over the next
45 days.

                       About Passionate Pet

Passionate Pet, Inc. (PPET) also referred to as Passionate Pet and
the Company, was founded in the State of Nevada on September 30,
2010. Passionate Pet, Inc. presently owns 100% of the shares of
Passionate Pet, Inc., a California corporation ("PPIC").  PPIC is
currently reorganizing their operations outside of bankruptcy and
is currently requesting the Bankruptcy Court to expunge the above
referenced erroneous filing.  PPIC operated a retail pet store
which offered a combination of premium pet food and supplies. Our
retail operations carried products that included pet grooming, pet
day care, pet food, toys, novelty items, and books. T he Company
offered customers a full range of assorted pet related products at
competitive prices. The Company intends to pursue and re-start
its' pet store operations in the near future.


PATIENT SAFETY: Incurs $656,900 Net Loss in Second Quarter
----------------------------------------------------------
Patient Safety Technologies, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss applicable to common shareholders of
$656,992 on $4.40 million of revenue for the three months ended
June 30, 2012, compared with a net loss applicable to common
shareholders of $293,571 on $2.56 million of revenue for the same
period during the prior year.

The Company reported a net loss applicable to common shareholders
of $2.08 million on $7.50 million of revenue for the six months
ended June 30, 2012, compared with a net loss applicable to common
shareholders of $1.04 million on $4.53 million of revenue for the
same period a year ago.

Patient Safety reported a net loss of $1.89 million in 2011,
compared with net income of $2 million during the prior year.

The Company's balance sheet at June 30, 2012, showed $18.77
million in total assets, $6.30 million in total liabilities and
$12.46 millionin total stockholders' equity.

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

                        http://is.gd/PXVLjq

                About Patient Safety Technologies

Patient Safety Technologies, Inc. (OTC: PSTX) --
http://www.surgicountmedical.com/-- through its wholly owned
operating subsidiary SurgiCount Medical, Inc., provides the
Safety-Sponge(TM) System, a system designed to improve the
standard of patient care and reduce health care costs by
preventing the occurrence of surgical sponges and other retained
foreign objects from being left inside patients after surgery.
RFOs are among one of the most common surgical errors.


PATRIOT COAL: Incurs $354.3 Million Net Loss in Second Quarter
--------------------------------------------------------------
Patriot Coal Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $354.32 million on $534.06 million of total revenues
for the three months ended June 30, 2012, compared with a net loss
of $49.59 million on $632.16 million of total revenues for the
same period during the prior year.

The Company reported a net loss of $429.61 million on $1.03
billion of total revenues for the six months ended June 30, 2012,
compared with a net loss of $65.50 million on $1.21 billion of
total revenues for the same period a year ago.

The Company's balance sheet at June 30, 2012, showed $3.57 billion
in total assets, $3.39 billion in total liabilities and $188.38
million in total stockholders' equity.

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

                        http://is.gd/P7oAPi

                      About Patriot Coal Corp.

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The case has been assigned to Judge Shelley C. Chapman.

The U.S. Trustee appointed a seven-member creditors committee.


PEAK RESORTS: Wants to Hire Harris Beach as Bankruptcy Counsel
--------------------------------------------------------------
Peak Resorts Inc., Hope Lake Investors LLC, VRPD II LP, REDI LLC,
and A.R.K. Enterprises Inc., filed papers in Court seeking formal
approval to employ Harris Beach PLLC as bankruptcy counsel.

The firm's hourly rates are:

          Lee E. Woodward                  $375
          David M. Capriotti               $375
          Wendy A. Kinsella                $375
          Kelly Griffith                   $275
          Kevin Tompsett                   $310
          Paralegals                       $125

The firm attests that it has no connection with the Debtors,
creditors, with the U.S. Trustee or any person employed in the
U.S. Trustee's office or any other parties-in-interest.

                        About Peak Resorts

Peak Resorts, Inc., dba Greek Peak Mountain Resort, and four
affiliates filed for Chapter 11 bankruptcy (Bankr. N.D.N.Y. Case
Nos. 12-31471 to 12-31473, 12-31475 and 12-31476) in Syracuse on
Aug. 1, 2012.  The affiliates are Hope Lake Investors LLC,
V.R.P.D. II L.P., REDI LLC, and A.R.K. Enterprises Inc.

Peak Resorts owns 888.5 acres of real estate, including the "Greek
Peak Mountain Resort", a four-season resort development located in
Virgil, New York.  The 888.5-acre property is located 8 miles from
Cortland, New York and has the largest day trip area in Central
New York state.  REDI LLC owns 402.7 acres of adjacent property.
Hope Lake Investors owns the Hope Lake Lodge & Cascades Indoor
Water Park, a 151-room hotel and resort facility in Virgil,
Cortland County.   The Debtors have a total of 264 employees.

Chief Bankruptcy Judge Robert E. Littlefield Jr. presides over the
case.  Lawyers at Harris Beach PLLC serve as the Debtors' counsel.

The Debtors scheduled these assets and debts:

                   Scheduled Assets         Scheduled Liabilities
                   ----------------         ---------------------
Hope Lake             $27,180,635                $48,800,528
Peak Resorts          $12,991,230                $26,558,438
REDI, LLC              $1,298,401                 $3,851,808

The petitions were signed by Allen R. Kryger, president.

The FDIC, as DIP Lender, is represented by:

          Thomas R. Califano, Esq.
          DLA PIPER LLP (US)
          1251 Avenue of the Americas
          New York, NY 10020
          Tel: 212-335-4500
          E-mail: Thomas.califano@dlapiper.com


PEAK RESORTS: FDIC Loan Requires Plan or Sale Offer by Yearend
--------------------------------------------------------------
Peak Resorts Inc., Hope Lake Investors LLC, VRPD II LP, REDI LLC,
and A.R.K. Enterprises Inc., will return to the Bankruptcy Court
Aug. 23 at 11:30 a.m. to seek final approval of their request to
obtain postpetition secured financing.

The Debtors on Aug. 2 won interim authority to borrow up to
$600,000 from the Federal Deposit Insurance Corporation, in its
capacity as receiver for Tennessee Commerce Bank, on a secured
basis pursuant to a Stipulation and Agreement Regarding Post-
Petition Debtor-In- Possession Financing.  The total amount of the
DIP financing package is $1.8 million.  The DIP loan matures on
March 31, 2013, and incurs 7% interest per annum, and 9% default
rate.

The Tennessee Department of Financial Institutions closed TCB and
appointed the FDIC as receiver.  Prior to the resort's bankruptcy,
the FDIC advanced $200,000 on a secured basis to cover the
Debtors' operating shortfalls.

The DIP facility imposes certain milestones to the Debtors:

     By Aug. 8, 2012    The Debtors will have submitted an amended
                        offering plan to the New York State
                        Attorney General's office that will
                        provide for a bulk sale of the Debtors'
                        246 units.  Upon approval of the Attorney
                        General, the Debtors will have 7 days to
                        commence marketing efforts to bulk sell
                        the units at a minimum cash price of
                        $7 million pursuant to a marketing plan.

     By Aug. 8, 2012    The Debtors will cause Virgil resort
                        Funding Group Inc. to immediately transfer
                        to the DIP lender the pledged or assigned
                        purchase money mortgages VRFG holds.

     By Aug. 17, 2012   The Debtors will have hired an onsite
                        management company to monitor the
                        management and operations of the Greek
                        Peak Resorts, Hope Lake Lodge and Cascades
                        Water Park.

     By Oct. 1, 2012    The Debtors will have entered into a
                        contract with a professional for the sale
                        of their assets.

     By Dec. 31, 2012   The Debtors will have either filed a plan
                        of reorganization or enter into a contract
                        with a stalking horse purchaser for the
                        sales of assets.  The DIP lender may
                        accept or decline purchase offers.

     By Jan. 31, 2013   In the event the Debtors have not filed a
                        plan or entered into a stalking horse
                        bidder, the Debtors will have filed a
                        motion seeking approval of bidding
                        procedures for auction of the assets
                        absent a stalking horse bid, with a
                        closing of the sale to occur by March 15.

The DIP loan also requires the Debtors to hire BDO Capital
Advisors LLC as broker.

The DIP lender has the right to make a credit bid.

The Debtors also won interim authority to use cash collateral on a
limited basis to finance expenses while in Chapter 11.  The FDIC,
as receiver for TCB, has a security interest in the cash
collateral on account of the $52 million secured financing TCB
extended pre-bankruptcy.

The Interim Cash Collateral Order provides a $225,000 carveout for
professional fees for the Debtors' attorneys.  The Order also
provides a carveout for fees payable to professionals hired by any
official committee appointed in the case, the fees payable to the
clerk of court and the U.S. Trustee.

There's also a final hearing Aug. 23 on the Debtors' use of cash
collateral.

                        About Peak Resorts

Peak Resorts, Inc., dba Greek Peak Mountain Resort, and four
affiliates filed for Chapter 11 bankruptcy (Bankr. N.D.N.Y. Case
Nos. 12-31471 to 12-31473, 12-31475 and 12-31476) in Syracuse on
Aug. 1, 2012.  The affiliates are Hope Lake Investors LLC,
V.R.P.D. II L.P., REDI LLC, and A.R.K. Enterprises Inc.

Peak Resorts owns 888.5 acres of real estate, including the "Greek
Peak Mountain Resort", a four-season resort development located in
Virgil, New York.  The 888.5-acre property is located 8 miles from
Cortland, New York and has the largest day trip area in Central
New York state.  REDI LLC owns 402.7 acres of adjacent property.
Hope Lake Investors owns the Hope Lake Lodge & Cascades Indoor
Water Park, a 151-room hotel and resort facility in Virgil,
Cortland County.   The Debtors have a total of 264 employees.

Chief Bankruptcy Judge Robert E. Littlefield Jr. presides over the
case.  Lawyers at Harris Beach PLLC serve as the Debtors' counsel.

The Debtors scheduled these assets and debts:

                   Scheduled Assets         Scheduled Liabilities
                   ----------------         ---------------------
Hope Lake             $27,180,635                $48,800,528
Peak Resorts          $12,991,230                $26,558,438
REDI, LLC              $1,298,401                 $3,851,808

The petitions were signed by Allen R. Kryger, president.

The FDIC, as DIP Lender, is represented by:

          Thomas R. Califano, Esq.
          DLA PIPER LLP (US)
          1251 Avenue of the Americas
          New York, NY 10020
          Tel: 212-335-4500
          E-mail: Thomas.califano@dlapiper.com


PEMCO WORLD: Sun Capital Authorized to Buy Assets in Debt Swap
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that secured lender Sun Capital Partners Inc. was given
authorization by the bankruptcy court on Aug. 9 to buy Pemco World
Air Services Inc. in exchange for pre-bankruptcy secured debt and
debt financing the Chapter 11 effort.

According to the report, Boca Raton, Florida-based Sun Capital
stepped in when the originally approved sale to an affiliate of VT
Systems Inc. fell through.  Pemco is a provider of heavy
maintenance and repair services for commercial jet aircraft.

A Sun Capital affiliate acquired the $31.8 million senior secured
debt from Merrill Lynch Credit Products LLC and is also the holder
of a $5.6 million subordinated secured loan.  In addition, Sun
Capital is providing $6 million in financing for the Chapter 11
effort.

                  About Pemco World Air Services

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

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

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

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

On June 15, 2012, the bankruptcy court approved sale of Pemco's
business for $41.9 million cash to an affiliate of VT Systems Inc.
from Alexandria, Virginia.  Boca Raton, Florida-based Sun Capital
was under contract to make the first bid at auction for the
provider of heavy maintenance and repair services for commercial
jet aircraft.


PEREGRINE DEVELOPMENT: Oct. 4 Hearing on Plan, Conversion Bid
-------------------------------------------------------------
In the Chapter 11 case of Peregrine Development LLC, there's a
hearing Oct. 4 at 10:00 a.m. to consider:

     -- confirmation of the Chapter 11 plan for the Debtor that
        was proposed by Buckaroo Partners, L.P., Arthur James II,
        and Tom James and Arthur James III;

     -- a motion to convert the Chapter 11 case to Chapter 7 by
        Tom James and Arthur James III;

     -- a motion by the U.S. Trustee to have a Chapter 11 trustee
        replace management, and

     -- a motion by the Debtor for determination that
        modifications to the Plan won't adversely change treatment
        of any creditor or interest holder.

The hearing was originally scheduled in July but was moved
following an agreed motion for continuance that was presented by
the parties.

Buckaroo Partners, L.P, the co-manager of the Debtor, led the
formulation of the Plan.  The disclosure statement explaining the
Plan, which was conditionally approved at a hearing May 29, 2012,
says that all holders of allowed general unsecured claims will be
paid in full with interest within 5 years of the effective date,
and equity holders will retain their interests.  The Debtor has
already paid off creditors from the sale of property affected by
the construction of a flyover connecting SH 121 to I-35E.

Buckaroo has filed an objection to the proposal of Tom James and
Arthur James -- the brother and son of Arthur James, II, who is
the co-manager of the Debtor -- to convert the Chapter 7 case.
Buckaroo claims that Tom James is attempting to exert dominion and
control over his brother, Arthur James II through economic
coercion.

Buckaroo said that dismissal of the case would result to
litigation among parties and would impact recovery by creditors.

A copy of the Disclosure Statement, as amended May 31, 2012, is
available for free at:

    http://bankrupt.com/misc/Peregrine_Devt_DS_053112.pdf

A copy of the Plan as amended July 9, 2012 is available for free
at:

    http://bankrupt.com/misc/Peregrine_Devt_Plan_070912.pdf

Buckaroo is represented by:

         Eric J. Taube, Esq.
         HOHMANN, TAUBE & SUMMERS, LLP
         100 Congress Avenue, 18th Floor
         Austin, TX 78701
         Telephone: (512) 472-5997
         Facsimile: (512) 472-5248
         E-mail: erict@hts-law.com

Arthur James, II c/o: is represented by:

         Jerry C. Alexander, Esq.
         PASSMAN & JONES, P.C.
         1201 Elm Street, Suite 2500
         Dallas, TX 75270-2599

Tom James and Arthur James, III, are represented by:

         Patrick J. Schurr, Esq.
         SCHEEF & STONE, L.L.P.
         2601 Network Blvd., Ste. 102
         Frisco, TX 75034-9092

                  About Peregrine Development

Peregrine Development, LLC, in Lewisville, Texas, owns undeveloped
real property in Denton County, Texas where retail and commercial
development continues to occur.  The Company filed for Chapter 11
bankruptcy protection (Bankr. E.D. Tex. Case No. 11-41449) on
May 3, 2011, represented by Michael R. Rochelle, Esq., and Eric M
Van Horn, Esq., at Rochelle McCullough L.L.P.  In its petition,
the Debtor estimated $10 million to $50 million in assets and
$1 million to $10 million in debts.  The petition was signed by
Arthur James, II, manager.


PEREGRINE FINANCIAL: Wasendorf Indicted, Faces 155 Yrs in Prison
----------------------------------------------------------------
Jacob Bunge, writing for Dow Jones Newswires, reports Russell
Wasendorf Sr., the chief executive of Peregrine Financial Group
Inc., was indicted Monday on 31 charges of lying to government
regulators regarding the failed brokerage's operations.  He faces
a maximum sentence of 155 years' imprisonment and fines of about
$7.75 million, according to a statement from the U.S. Attorney's
Office for the Northern District of Iowa.  He was arrested July 13
following a suicide attempt on July 9 that included a confession
that authorities say detailed a nearly 20-year fraud against
Peregrine's customers.  Regulators have estimated that about $215
million in customer money is missing.  No date has yet been set
for Mr. Wasendorf to be arraigned on the charges, according to a
statement from the U.S. Attorney's Office.

                     About Peregrine Financial

Peregrine Financial Group Inc. filed to liquidate under Chapter 7
of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 12-27488)
on July 10, 2012, disclosing between $500 million and $1 billion
of assets, and between $100 million and $500 million of
liabilities.

Earlier that day, 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.


PETER DEHAAN: Can Access Northwest Farm Credit Cash Collateral
--------------------------------------------------------------
Judge Randall Dunn of the Bankruptcy Court for the District of
Oregon has authorized Peter DeHaan Holsteins, LLC, to access cash
collateral of Northwest Farm Credit Services up to Sept. 30,
2012.

The Debtor's authority to use Cash Collateral is limited to the
amounts set forth in the Budget and sums as may be required to
satisfy utility deposits.  The Debtor may make expenditures in
excess of the budget so long as any variance will not exceed 10%
of the cumulative expenses.

As adequate protection for any Cash Collateral used by the Debtor,
Farm Credit is granted replacement liens to secure an amount up to
the allowed amount of Farm Credit's prepetition secured claim
against the Debtor, equal to the extent of any diminution in value
of Farm Credit's prepetition collateral.  The Replacement Liens
will attach to all property and assets of the Debtor and its
estate of the same kind or nature as the Prepetition Collateral.

As of the Petition Date, the amount owed to Farm Credit was
roughly $6.52 million.  Farm Credit asserts that its claim against
the Debtor is secured by one or more valid, enforceable, and
properly perfected first priority security interests all of the
Debtor's assets.

The Debtor estimates the value of the collateral securing its
obligations to Farm Credit is in excess of $16 million as shown on
the Statement of Assets, Liabilities and Equity - Estimated
Current Values dated Dec. 31, 2011, as prepared by Genske, Mulder
& Co., LLP, CPA in March 2012.

                   About Peter DeHaan Holsteins

Peter DeHaan Holsteins, LLC, is a recognized leader in the dairy
industry and well known for producing high quality milk products.
Pete DeHaan Jr., the Debtor's 100% owner and Managing Member, has
managed and operated dairy facilities in Oregon for over 15 years.
The Debtor's principal source of income is from the production and
sale of milk, which is shipped to Northwest Dairy Association, a
cooperative that transports, processes and sells the resulting
milk products.  In 2011 the Debtor produced 56,137,722 pounds of
whole milk which generated gross income of $11.19 million.

Peter DeHaan Holsteins employs 36 employees and its dairy herd
consists of 2,194 cows and 2,382 heifers for a total of 4,576
animals.  The dairy operations are conducted at three separate
farms located in Yamhill County and Washington County Oregon.  The
primary farm consists of milking facilities and a 230 acre farm
located at 22180 Lafayette Highway Salem, Oregon.  A second farm
is leased from Alan and Alice Beardsley which includes dairy
facilities and 280 acres of farmland located in Gaston, Oregon.  A
third farm consisting of 245 acres is owned by the Debtor and is
located in McMinnville, Oregon.  The McMinnville Farm is used
primarily for raising replacement heifers and growing crops used
to feed the Debtor's dairy cattle.

Peter DeHaan Holsteins filed a Chapter 11 petition (Bankr. D.
Ore. Case No. 12-35080) on June 29, 2012.  The Debtor estimated
assets of $10 million to $50 million and liabilities of up to
$10 million.  The Debtor is represented by Jeffrey C. Misley,
Esq., at Sussman Shank LLP, in Portland.


PHH CORP: Fitch to Rate $275-Mil. Sr. Unsecured Notes at 'BB'
-------------------------------------------------------------
Fitch Ratings expects to assign a rating of 'BB' to PHH
Corporation's (PHH) $275 million 7.375% senior unsecured notes
issuance with expected maturity of 2019.  Proceeds from the
issuance, along with cash on hand, will be used to repay
approximately $418 million of 7.125% senior notes due March 2013,
by means of a tender offer.

Given that the proceeds will be used to repay outstanding debt via
a tender offer, Fitch does not envision there being a material
impact on the company's leverage levels as a result of the
issuance.

PHH reported a net loss of $57 million for the three months ended
June 30, 2012, primarily due to $145 million negative fair value
mark on its mortgage servicing rights (MSR) portfolio and $36
million in foreclosure related expense related to the
representation and warranty claims from GSEs.  The loss is within
Fitch's expectations.  On an adjusted basis, which excludes the
non-cash negative fair value charge, net income was $27 million,
driven by strong margins on new mortgage originations and
increased profitability in the fleet leasing segment.

PHH reported $700 million in unrestricted cash as of June 30,
2012, which together with the proposed senior notes issuance
offers considerable cushion to pay off the upcoming $418 million
in debt.  Consequently, Fitch views the near-term debt refinancing
risk as manageable but believes that higher liquidity levels are
appropriate in light of potential mortgage repurchase related
expenses and the $250 million of convertible notes due in April
2014.

Rating Drivers and Sensitivities

PHH's ratings remain on Negative Outlook reflecting expected
pressure on operating performance in 2012 from contemplated
liquidity actions, reduced loan origination in the correspondent
channel and its impact on the natural hedge ratio, MSR-related
volatility inherent in the company's business model, and potential
increase in losses from loan repurchases.

Ratings could be lowered if losses from loan repurchases
significantly exceed operating cash flows and other liquidity
sources; mortgage origination decline causes the company's natural
hedge ratio to materially worsen; or the company is unable to
maintain adequate covenant cushion under its debt agreements,
including the bank revolving credit facility.  Conversely, the
Outlook could be returned to Stable if the company executes on its
liquidity plan without materially sacrificing operating
performance.

Fitch currently rates PHH as follows:

  -- Long-term IDR 'BB';
  -- Senior unsecured debt 'BB';
  -- Short-term IDR 'B';
  -- Commercial paper 'B'.

The Rating Outlook is Negative.


PHYSICAL PROPERTY: Has HK$175,000 Net Loss in Second Quarter
------------------------------------------------------------
Physical Property Holdings Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of HK$175,000 on HK$145,000 of
revenues for the three months ended June 30, 2012, compared with a
net loss of HK$119,000 on HK$208,000 of revenues for the same
period last year.

For the six months ended June 30, 2012, the Company had a net loss
of HK$272,000 on HK$376,000 of revenue, compared with a net loss
of HK$271,000 on HK$401,000 of revenue for the same period in
2011.

The Company's balance sheet at June 30, 2012, showed
HK$10.20 million in total assets, HK$11.49 million in total
current liabilities, and a stockholders' deficit of
HK$1.29 million.

The Company had negative working capital of HK$11.40 million as of
June 30, 2012.

As reported in the TCR on March 30, 2012, Mazars CPA Limited, in
Hongkong, noted that Physical Property had a negative working
capital as of Dec. 31, 2011, and incurred loss for the year then
ended, which raised substantial doubt about its ability to
continue as a going concern.

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

                       http://is.gd/wPXgf5

Located in Hong Kong, Physical Property Holdings Inc., through its
wholly-owned subsidiary, Good Partner Limited, owns five
residential apartments located in Hong Kong.


PINNACLE AIRLINES: AFA Replaces United Steelworkers in Committee
----------------------------------------------------------------
Tracy Hope Davis, the U.S. Trustee for Region 10, filed with the
Bankruptcy Court for the Southern District of New York, an amended
list of members of the Official Committee of Unsecured Creditors
in the Chapter 11 cases of Pinnacle Airlines Corp., et al., to
reflect that the Association of Flight Attendants is taking the
seat of United Steelworkers in the Committee.

The Committee now comprises of:

      1. Association of Flight Attendants -- CWA
         Attn: Edward J. Gilmartin
         501 Third Street, N.W.
         Washington, DC 20001
         Tel: (202) 434-0577
         Fax: (202) 434-0690

      2. Airline Pilots Association
         7900 International Drive
         Bloomington, MN 55425
         Tel: (952) 853-2300

      3. Goodrich Corporation
         Attn: Beth E. Hansen
         Four Coliseum Ctr., 2730 W. Tyvola Rd.
         Charlotte, NC 28217
         Tel: (704) 423-8679
         Fax: (704) 423-7017

      4. Bombardier Inc.
         Attn: Martin J. Herman and Craig Allen
         123 Garratt Blvd. N-17-27
         Toronto, Ontario M3K 1Y5
         Tel: (416) 375-3015
         Fax: (416) 375-4282

      5. Siemens Financial Services, Inc.
         Attn: Edward Kubilis
         170 Wood Avenue South
         Iselin, New Jersey 08830
         Tel: (732) 590-2587
         Fax: (732) 590-2597

      6. Continental Airlines
         77 W. Wacker Drive
         Chicago, IL 60647
         Attn: Rohit Philip
         Tel: (312) 997-8029
         Fax: (312) 997-8028

      7. The Estate of Ellyce M. Kausner, deceased
         Attn: John Kausner as personal representative for
            deceased
         9105 Clarence Center Road
         Clarence Center, NY 14032
         Tel: (716) 812-2648

                      About Pinnacle Airlines

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

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

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

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

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

The official committee of unsecured creditors tapped Morrison &
Foerster LLP as its counsel, and Imperial Capital, LLC, as
financial advisors.


PLAYPOWER HOLDINGS: S&P Cuts CCR to 'B-' on Weak Credit Measures
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Huntersville, N.C.-based PlayPower Holdings Inc. (PPH)
to 'B-' from 'B'. The rating outlook is stable.

"At the same time, we lowered our issue-level rating on PPH's
second-lien term loan to 'B-' from 'B'. The recovery rating
remains '4', indicating our expectation of average (30% to 50%)
recovery for lenders in the event of a payment default," S&P said.

"The rating downgrade reflects our expectation that sales and
EBITDA will keep declining through 2013," said Standard & Poor's
credit analyst Ariel Silverberg. "Based on our current performance
expectations, EBITDA coverage of cash interest and total interest
could decline to below 2.0x and to the low 1x area, while adjusted
leverage could increase to 7x in 2013 (including pay-in-kind notes
that are held by the company's owner, Apollo Investment Corp.,
leverage could increase to around 10x in 2013). These measures
would be in line with a 'B-' corporate credit rating, in our view.
The downgrade also reflects the potential for a violation of PPH's
financial maintenance covenants under its revolver and second-lien
term loan in 2013, based on our current forecast. We believe a
covenant violation could potentially jeopardize PPH's access to
its revolver, which is a necessary source of liquidity to meet
seasonal working capital needs in 2013," S&P said.

"Our ratings currently incorporate our expectation that sales will
decline in the high-single-digit percentage range in 2012, and
sales will decline in the mid-single-digit percentage range in
2013. This follows a high-single-digit percentage decline in the
first half of 2012. It reflects our belief that the operating
environment will remain highly competitive, and that demand for
PPH's playground equipment will remain pressured through 2013.
While our economists forecast modest growth in U.S. GDP (2% in
2012 and 2013), and growth in U.S. housing starts and residential
construction in 2012 and 2013, (which may generate some
incremental tax revenue), they also forecast declines in U.S.
federal, state, and local government spending in 2012 and 2013.
Our economists forecast only minimal GDP growth in the U.K. (0.3%
in 2012 and 1% in 2013), and a decline in Eurozone GDP growth of
0.6% in 2012 and only 0.4% growth in 2013. We therefore believe
municipal and school budgets will remain constrained, and that
many municipalities may defer discretionary spending on playground
equipment," S&P said.


PLY GEM HOLDINGS: Posts $5.2 Million Net Income in Second Quarter
-----------------------------------------------------------------
Ply Gem Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $5.26 million on $307.28 million of net sales for
the three months ended June 30, 2012, compared with net income of
$2.06 million on $294.49 million of net sales for the three months
ended July 2, 2011.

For the six months ended June 30, 2012, the Company reported a net
loss of $20.37 million on $546.46 million of net sales, as
compared to a net loss of $68.82 million on $494.59 million of net
sales for the six months ended July 2, 2011.

Ply Gem's balance sheet at June 30, 2012, showed $946.93 million
in total assets, $1.24 billion in total liabilities, and a $296.98
million total stockholders' deficit.

Gary E. Robinette, President and CEO, said "I am satisfied with
the positive direction that Ply Gem's performance has demonstrated
thus far in 2012.  Our first half net sales growth of 10.5%
demonstrates our ability to continue to take profitable market
share as well as improved market demand for our products.  As
expected, the rate of sales growth slowed in the second quarter as
compared to the first quarter which we believe was positively
impacted by favorable weather conditions that existed throughout
most of the United States during the winter months."

"Even though the market environment was better during the first
half of this year, we believe the recovery will continue to be
slow and choppy for some time.  As such, Ply Gem will continue to
focus on maintaining a lean overall cost structure while striving
to outperform the market across all of our product categories,"
concluded Mr. Robinette.

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

                        http://is.gd/PsL4ET

                           About Ply Gem

Based in Cary, North Carolina, Ply Gem Holdings Inc. is a
diversified manufacturer of residential and commercial building
products, which are sold primarily in the United States and
Canada, and include a wide variety of products for the residential
and commercial construction, the do-it-yourself and the
professional remodeling and renovation markets.

The Company reported a net loss of $84.50 million in 2011,
compared with net income of $27.66 million in 2010.

                           *     *     *

In May 2010, Standard & Poor's Ratings Services raised its
(unsolicited) corporate credit rating on Ply Gem to 'B-' from
'CCC+'.  "The ratings upgrade reflects our expectation that the
company's credit measures are likely to improve modestly over the
next several quarters to levels that we would consider more in
line with the 'B-' corporate credit rating," said Standard &
Poor's credit analyst Tobias Crabtree.

SGS International carries a 'B1' corporate family rating from
Moody's Investors Service.


PONCE TRUST: Amends Plan and Disclosure Statement
-------------------------------------------------
Ponce Trust, LLC, on Aug. 8 filed a revised Chapter 11 plan of
reorganization and explanatory disclosure statement.  According to
the Debtor, in the event the case is liquidated or dismissed, the
liquidation value of the Debtor would be insufficient to make
payments to any class of creditors other than the secured
creditors, leaving no monies available for the claims of any other
classes of creditors such as general unsecured creditors.

According to the Disclosure Statement, 1300 Ponce Holdings, which
made an election under 11 U.S.C. Sec. 1111(b) to have one secured
claim in the amount of $38,174,090, will be paid a stream of
payments from unit sales revenues and rental income.
Infracommerce and Dayco HC LLC, which assert $7,173,659 for
mezzanine loans, will be paid in accordance with the projections.
Unsecured creditors will be paid in monthly installments over
seven years in graduated payments through the life of the Plan.

A copy of the Disclosure Statement dated Aug. 8, 2012, is
available at:

   http://bankrupt.com/misc/Ponce_Trust_DS_080812.pdf

As reported in the July 25, 2012 edition of the Troubled Company
Reporter, the judge directed Ponce Trust to file an amended
Disclosure Statement after denying the previous iteration of the
document.  The judge though gave Ponce Trust partial victory by
enjoining a foreclosure sale of its assets that was scheduled
early July.

                         About Ponce Trust

Ponce Trust LLC, the developer and owner of the luxury residential
condominium development known as 1300 Ponce, in Coral Gables,
Florida, filed for Chapter 11 bankruptcy (S.D. Fla. Case No.
12-14247) on Feb. 22, 2012.  Judge Robert A. Mark presides over
the case.  Joel L. Tabas, Esq., and Mark S. Roher, Esq., at Tabas,
Freedman, Soloff, Miller & Brown, P.A., serve as the Debtor's
counsel.  The petition was signed by Luis Lamar, vice president
and manager.

Ponce Trust sought Chapter 11 because of (a) the declining real
estate market, (b) its inability to reduce condominium prices in
response to changing market conditions, and (c) its inability, due
to circumstances beyond the Debtor's control, to renew, repay, or
refinance its secured mortgage debt owed to MUNB Loan Holdings,
LLC, which matured in 2011.

Prior to the Petition Date, MUNB initiated a foreclosure action
against the Property in the Circuit Court of the 11th Judicial
Circuit in and for Miami-Dade County, Florida.  On July 21, 2011,
the State Court entered an Order Appointing Receiver, which inter
alia appointed Jeremy S. Larkin as receiver.  Mr. Larkin is the
President of NAI Miami Commercial Real Estate Services, Worldwide.

1300 Ponce contains 125 residential condominium units.  As of the
bankruptcy filing date, the Debtor has a remaining inventory of
about 83 units and rented about 40 of those units.  The Debtor
intends to market the remaining Condominium Units for both sale
and rental.  The Debtor disclosed $22,734,532 in assets and
$46,999,376 in liabilities as of the Chapter 11 filing.

The residential condominium unit is worth $19 million.  MUNB is
owed $37.3 million.

1300 Ponce Holdings LLC, assignee of MUNB, is represented by
Carlton Fields, P.A.

In April 2012, the U.S. Trustee said an official committee of
unsecured creditors has not been appointed.


PONTIAC, MI: Moody's Assigns 'Caa1' Issuer Rating
-------------------------------------------------
Moody's Investors Service has assigned a Caa1 issuer rating to the
City of Pontiac, MI. The long-term issuer rating is equivalent to
the city's general obligation limited tax (GOLT) rating and
reflects Moody's opinion of the ability of the city to honor its
tax-backed financial obligations. Concurrently, Moody's has
withdrawn the Caa1 rating on the previously outstanding Series
2002 General Obligation Limited Tax Building Authority Bonds as
the last debt service payment has occurred on those bonds. The
Caa1 issuer rating reflects the city's history of fiscal distress
and narrow liquidity, recent General Fund operating surpluses, and
projected deficit balance in fiscal 2012. The rating also
considers the severely challenged local economy, which is heavily
concentrated in the automotive industry that continues to contend
with high unemployment and significant tax appeals.

The developing outlook reflects uncertainty surrounding several
pending events that could impact the city's overall credit
profile. These pending developments include the successful closing
of the bonds issued by Oakland County on behalf of Pontiac and the
release of bond proceeds to provide immediate cash flow relief and
eliminate the projected deficit balance; the suspension of
Michigan Public Act 4, eliminating key tools to alleviate fiscal
stress and potential legal challenges to any prior actions taken
under the authority of PA 4; and uncertainty with respect to the
city's ability to continue to pay obligations should bond proceeds
from Oakland County be delayed or cancelled.

WHAT COULD CHANGE THE RATING UP (OR REVISE OUTLOOK TO STABLE)

- Successful closing of Oakland County's bond sale, with
   proceeds providing immediate cash flow relief

- Significant improvement in financial operations and ongoing
   stability

- Dramatic improvement in regional economy and employment
   levels; taxbase diversification

WHAT COULD CHANGE THE RATING DOWN

- Repeal of budgetary measures implemented under Public Act 4

- Continued operating deficits further straining narrow
   liquidity

- Further increase of the city's leveraged debt position

- Prolonged economic deterioration and tax base erosion

- Inability to make timely debt service payments

Principal Methodology

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


POWERWAVE TECHNOLOGIES: Has $42.5-Mil. Net Loss in Second Quarter
-----------------------------------------------------------------
Powerwave Technologies, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $42.47 million on $42.37 million of
net sales for the three months ended July 1, 2012, compared with
net income of $7.02 million on $170.64 million of net sales for
the three months ended July 3, 2011.

For the six months ended July 1, 2012, the Company had a net loss
of $100.37 million on $85.64 million of net sales, compared with
net income of $46,000 on $307.27 million of net sales for the six
months ended July 3, 2011.

The net loss in the second quarter and first half of fiscal 2012
was largely due to the Company's decreased revenues during the
second quarter and first half of fiscal 2012.

The Company's balance sheet at July 1, 2012, showed
$232.55 million in total assets, $363.67 million in total
liabilities, and a shareholders' deficit of $131.12 million.

According to the regulatory filing, the Company has experienced
significant recurring net losses and operating cash flow deficits
for the past four quarters.  The Company's ability to continue as
a going concern is dependent on many factors, including among
others, its ability to raise additional funding, and its ability
to successfully restructure operations to lower manufacturing
costs and reduce operating expenses.

As of July 1, 2012, the Company had $11.6 million in unrestricted
cash and cash equivalents available to support ongoing operations.
During the six months ended July 1, 2012, the Company used
approximately $63 million in operating activities, and its
unrestricted cash balances declined by approximately $53 million
during this period.  In addition, in July 2012, the Company
entered into a payoff letter that terminated its credit agreement.

"These conditions raise substantial doubt about the Company's
ability to continue as a going concern, and its success is
dependent upon the successful outcome of its efforts to raise
additional financing, restructure its operations, lower
manufacturing costs and reduce operating expenses."

The Company is in the process of pursuing a new senior secured
credit facility as well as other financing options.

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

                       http://is.gd/dskxPz

Powerwave Technologies, Inc., headquartered in Santa Ana, Calif.,
is a global supplier of end-to-end wireless solutions for wireless
communications networks.  The Company has historically sold the
majority of its product solutions to the commercial wireless
infrastructure industry.


PROTEONOMIX INC: Thomas Monahan Succeeds Michael Cohen as CFO
-------------------------------------------------------------
Michael Cohen, Chairman of the Board of Directors of Proteonomix,
Inc., who also serves as the Company's Chief Executive Officer
resigned as the Company's Chief Financial Officer and Treasurer.
On the same day the Board of Directors appointed Thomas P. Monahan
as the Company's Chief Financial Officer and Roger L. Fidler, a
member of the Board of Directors and General Counsel as Treasurer.

Mr. Fidler has served as a director since Jan. 2, 2010.  He also
was the sole director, President, Chief Executive and Financial
Officer of Global Agri-Med Technologies, Inc., a corporation that
is publicly traded in the pink sheets, since inception in Oct. 28,
1999.  Mr. Fidler has been engaged in the private practice of law
since 1983, specializing in corporate and securities law.  Mr.
Fidler has previously served on the Boards of Directors and as an
officer of several other publicly held corporations, including
Alfacell Corp., Diehl Graphsoft, Inc., D-Lanz Development Group,
Inc., the Leonard Swindbourne Acquisition Corp., and numerous
private companies.  Mr. Fidler received a B.S. degree in Physics
from Dickinson College, Carlisle, Pennsylvania in 1972; a Masters
of Science degree from the University of Illinois at Champaign-
Urbana, Illinois in 1974; and a Juris Doctor from the University
of South Carolina in 1977 where he was a member of the Law Review.
He is a member of the bars of New Jersey, New York and the
District of Columbia and has practiced before the federal and
state courts in New York and New Jersey as well as pro hac vice in
cases before Federal District Courts in Kentucky and Florida.  In
addition he is a patent attorney authorized to practice before the
United States Patent and Trademark Office.  Mr. Fidler also
performs legal services for the Company and entered in a contract
with the Company to act as General Counsel for a period of three
years commencing March 2, 2012.  Upon appointment as Treasurer the
Board agreed to modify Mr. Fidler's consulting agreement to
increase the compensation to $20,000 per month.

Mr. Monahan has been President of the The Virtual Learning
Company, Inc., from its inception in January 2009 to present.  Mr.
Monahan is a retired Certified Public Accountant who was in public
practice as a sole practitioner from 1986 through December 2005.

Before working as a Certified Public Accountant, Mr. Monahan
served as Comptroller for Superior Steakhouse Systems, Inc.
Mineola, New York.  From 1983 to 1984, Mr. Monahan was Assistant
Comptroller for CoverTemp, Inc. in White Plains, New York.  Mr.
Monahan received his B.A. degree from Rutgers University in 1970,
his M.A. in Distributive and General Business Education from
Montclair State College in Montclair, New Jersey in 1975 and was
certified as a teacher for the State of New Jersey K-12 and
Distributive and Marketing education.  Mr. Monahan's teaching
license has lapsed.  He served as a student teacher at Orange High
School in Orange, New Jersey for 16 weeks specializing in Urban
Education and taught at John F. Kennedy High School in Paterson,
New Jersey.

The Board of Directors of the Company approved compensation for
Mr. Monahan amounting to $1,500 per month and a 20,000 share stock
grant valued at $8,200.  Mr. Monahan also controls Ding Dong
School, Inc., which provides XBRL conversion and other computer
services to the Company averaging approximately $2,500 per month.

                         About Proteonomix

Proteonomix, Inc. (OTC BB: PROT) -- http://www.proteonomix.com/--
is a biotechnology company focused on developing therapeutics
based upon the use of human cells and their derivatives.

The Company reported a net loss applicable to common shares of
$1.38 million in 2011, compared with a net loss applicable to
common shares of $3.47 million in 2010.

After auditing the financial statements for the year ended
Dec. 31, 2011, KBL, LLP, 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 sustained
significant operating losses and is currently in default of its
debt instrument and needs to obtain additional financing or
restructure its current obligations.

The Company's balance sheet at March 31, 2012, showed $6.99
million in total assets, $6.64 million in total liabilities and
$356,650 in total stockholders' equity.


PROVIDIAN REALTY: Case Summary & 2 Unsecured Creditors
------------------------------------------------------
Debtor: Providian Realty Corp
        340 Evelyn Street
        Paramus, NJ 07652

Bankruptcy Case No.: 12-29807

Chapter 11 Petition Date: August 9, 2012

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

Judge: Donald H. Steckroth

Debtor's Counsel: John W. King, Esq.
                  LAW OFFICES OF JOHN W. KING
                  17 Academy Street, Suite 1110
                  Newark, NJ 07102
                  Tel: (973) 862-1949
                  Fax: (973) 453-8070
                  E-mail: kingjohnw@hotmail.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/njb12-29807.pdf

The petition was signed by Zhanna Allergant, secretary and
officer/shareholder of Corporation.


QUALITY DISTRIBUTION: Files Form 10-Q; Posts $28.8MM Income in Q2
-----------------------------------------------------------------
Quality Distribution, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $28.80 million on $212.73 million of total operating
revenues for the three months ended June 30, 2012, compared with
net income of $9.04 million on $189.99 million of total operating
revenues for the same period during the prior year.

The Company reported net income of $35.50 million on $404.64
million of total operating revenues for the six months ended
June 30, 2012, compared with net income of $11.76 million on
$367.90 million of total operating revenues for the same period a
year ago.

The Company's balance sheet at June 30, 2012, showed $454.49
million in total assets, $484.24 million in total liabilities and
a $29.75 million total shareholders' deficit.

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

                        http://is.gd/Am8Byr

                    About Quality Distribution

Quality Distribution, LLC, and its parent holding company, Quality
Distribution, Inc., are headquartered in Tampa, Florida.  The
company is a transporter of bulk liquid and dry bulk chemicals.
The company's 2010 revenues are approximately $686 million.
Apollo Management, L.P., owns roughly 30% of the common stock of
Quality Distribution, Inc.

The Company reported net income of $23.43 million in 2011,
compared with a net loss of $7.40 million in 2010.

                        Bankruptcy Warning

In its Form 10-K for 2011, the Company noted that it had
consolidated indebtedness and capital lease obligations, including
current maturities, of $307.1 million as of Dec. 31, 2011.  The
Company must make regular payments under the New ABL Facility and
its capital leases and semi-annual interest payments under its
2018 Notes.

The New ABL Facility matures August 2016.  However, the maturity
date of the New ABL Facility may be accelerated if the Company
defaults on its obligations.  If the maturity of the New ABL
Facility or such other debt is accelerated, the Company does not
believe that it will have sufficient cash on hand to repay the New
ABL Facility or such other debt or, unless conditions in the
credit markets improve significantly, that the Company will be
able to refinance the New ABL Facility or such other debt on
acceptable terms, or at all.  The failure to repay or refinance
the New ABL Facility or such other debt at maturity will have a
material adverse effect on the Company's business and financial
condition, would cause substantial liquidity problems and may
result in the bankruptcy of the Company or its subsidiaries.  Any
actual or potential bankruptcy or liquidity crisis may materially
harm the Company's relationships with its customers, suppliers and
independent affiliates.


QUANTUM CORP: Files Form 10-Q; Incurs $17.5MM Loss in Fiscal Q1
---------------------------------------------------------------
Quantum Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $17.49 million on $140.87 million of total revenue for the
three months ended June 30, 2012, compared with a net loss of
$5.22 million on $153.53 million of total revenue for the same
period during the prior year.

Quantum Corporation's balance sheet at June 30, 2012, showed
$364.52 million in total assets, $425.08 million in total
liabilities and a $60.55 million total stockholders' deficit.

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

                        http://is.gd/NWgYbd

                        About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

The Company reported a net loss of $8.81 million for the fiscal
year ended March 31, 2012, compared with net income of $4.54
million during the prior year.


QUANTUM FUEL: Incurs $7.1 Million Net Loss in Second Quarter
------------------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., filed with the
U.S. Securities and Exchange Commission its quarterly report on
Form 10-Q disclosing a net loss attributable to stockholders of
$7.06 million on $5.60 million of total revenue for the three
months ended June 30, 2012, compared with a net loss attributable
to stockholders of $4.30 million on $7.27 million of total revenue
for the same period a year ago.

The Company reported a net loss attributable to stockholders of
$14.88 million on $11.60 million of total revenue for the six
months ended June 30, 2012, compared with a net loss attributable
to stockholders of $9.56 million on $14.02 million of total
revenue for the same period during the prior year.

Quantum Fuel's balance sheet at June 30, 2012, showed $73.42
million in total assets, $45.46 million in total liabilities and
$27.95 million in ttoal stockholders' equity.

"Based on current projections and estimates, we do not believe our
principal sources of liquidity will be sufficient to fund our
planned growth initiatives, operating activities and obligations
as they become due over the next twelve months," the Company said
in its quarterly report for the period ended June 30, 2012.  "In
order for us to have sufficient capital to execute our business
plan, fund our operations and meet our debt obligations over this
twelve month period, we will need to raise additional capital.
Although we have been successful in the past in raising debt and
equity capital, we cannot provide any assurance that we will be
successful in doing so in the future to the extent necessary to be
able to fund all of our growth initiatives, operating activities
and obligations through June 30, 2013, which raises substantial
doubt about our ability to continue as a going concern."

Brian Olson, chief executive officer, stated, "We are pleased with
the substantial growth in CNG storage system revenues during the
quarter and the first half of calendar 2012.  We are experiencing
strong demand for our advanced storage technologies and believe
CNG systems will be the main growth driver in our business over
the foreseeable future."  Olson continued, "We have tripled our
tank production capacity over the past several months and have
plans to continue the expansion in order to meet the growing
demand within the alternative fuel system industry."  Olson
further stated, "On the cost side, we have made significant
reductions in our cost structure and expect the cost savings to
begin materializing during the second half of this calendar year
with the full effect being realized in 2013."

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

                        http://is.gd/mM8qAS

                        About Quantum Fuel

Based in Irvine, California, Quantum Fuel Systems Technologies
Worldwide, Inc., is a fully integrated alternative energy company
and considers itself a leader in the development and production of
advanced clean propulsion systems and renewable energy generation
systems and services.

Quantum Fuel reported a net loss attributable to stockholders of
$38.49 million on $24.47 million of total revenue for the eight
months ended Dec. 31, 2011, compared with a net loss attributable
to stockholders of $6.52 million on $10.51 million of total
revenue for the same period a year ago.  The Company reported a
net loss of $11.03 million for the year ended April 30, 2011,
following a net loss of $46.29 million during the prior year.

Haskell & White LLP, the Company's independent registered public
accounting firm for the Transition Period ended Dec. 31, 2011, has
included an explanatory paragraph in their opinion that
accompanies the Company's audited consolidated financial
statements as of and for the eight months ended Dec. 31, 2011,
indicating that the Company's current liquidity position raises
substantial doubt about its ability to continue as a going
concern.  If the Company is unable to further improve its
liquidity position, the Company may not be able to continue as a
going concern.


R.W.S. ENTERPRISES: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: R.W.S. Enterprises, Inc.
        2880 Vogler Lane
        North Port, FL 34286

Bankruptcy Case No.: 12-10848

Chapter 11 Petition Date: August 10, 2012

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

Debtor's Counsel: Jason A. Burgess, Esq.
                  THE LAW OFFICES OF JASON A. BURGESS, LLC
                  118 West Adams Street, Ste. 900
                  Jacksonville, FL 32202
                  Tel: (904) 354-5065
                  E-mail: jason@jasonaburgess.com

Scheduled Assets: $1,805,081

Scheduled Liabilities: $1,396,993

A copy of the list of three largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb12-10848.pdf

The petition was signed by Robert W. Sipkema, president.


RESIDENTIAL CAPITAL: Aurora Bank Fails in Bid to Lift Stay
----------------------------------------------------------
"[T]he [automatic] stay is a shield, not a sword," the Ninth
Circuit Court of Appeals in Sternberg v. Johnston, 582 F.3d 1114,
1124 (9th Cir. 2009), ruled.

Judge Martin Glenn, staying true to this passage, denied Aurora
Bank, FSB's motion to lift the automatic stay to proceed with
prepetition claims for damages against Debtors GMAC Mortgage, LLC,
and Executive Trustee Services, in two separate actions pending in
California state courts.  Judge Glenn also did not permit the
Debtors from proceeding with their claim for declaratory relief
against Aurora while the stay remains in effect.

The automatic stay is not meant to be used by a debtor to pursue
its creditors, as more litigation is hardly consistent with the
concept of a "breathing spell" for the debtor, Judge Glenn said,
citing Sternberg.

                     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.

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.

ResCap is selling its mortgage origination and servicing
businesses and its legacy portfolio, consisting mainly of mortgage
loans and other residual financial assets.  At the onset of the
bankruptcy case, ResCap struck a deal with Nationstar Mortgage LLC
for the mortgage origination and servicing businesses, and with
Ally Financial for the legacy portfolio.  Together, the asset
sales are expected to generate roughly $4 billion in proceeds.

According to Bloomberg News, following a hearing in June, the
bankruptcy judge scheduled auctions for Oct. 23.  A hearing to
approve the sales was set for Nov. 5.  Fortress Investment Group
LLC will make the first bid for the mortgage-servicing business,
while Berkshire Hathaway Inc. will serve as stalking-horse bidder
for the remaining portfolio of mortgages.

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: Gilberts Fail to Dismiss ResCap Case
---------------------------------------------------------
Bankruptcy Judge Glenn Martin denied Rex T. Gilbert, Jr. and
Daniela L. Gilbert's motion to dismiss Residential Capital LLC and
its affiliates' Chapter 11 cases, or, alternatively, to lift the
automatic stay to allow them to proceed with their case pending in
the U.S. Court of Appeals for the Fourth Circuit.

Judge Glenn concluded that the Chapter 11 cases were filed in
good faith and that cause does not exist to lift the automatic
stay to permit the Gilbert Litigation to continue against the
Debtor Defendants.  And, while the automatic stay applied to bar
the Debtor Defendants from filing a rehearing petition in the
Fourth Circuit after these Chapter 11 cases were commenced, the
Gilberts may not recover damages for violation of the automatic
stay, Judge Glenn held.

                     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.

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.

ResCap is selling its mortgage origination and servicing
businesses and its legacy portfolio, consisting mainly of mortgage
loans and other residual financial assets.  At the onset of the
bankruptcy case, ResCap struck a deal with Nationstar Mortgage LLC
for the mortgage origination and servicing businesses, and with
Ally Financial for the legacy portfolio.  Together, the asset
sales are expected to generate roughly $4 billion in proceeds.

According to Bloomberg News, following a hearing in June, the
bankruptcy judge scheduled auctions for Oct. 23.  A hearing to
approve the sales was set for Nov. 5.  Fortress Investment Group
LLC will make the first bid for the mortgage-servicing business,
while Berkshire Hathaway Inc. will serve as stalking-horse bidder
for the remaining portfolio of mortgages.

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: RBS Wants Stay Relief to Foreclose on Asset
----------------------------------------------------------------
RBS Citizens N.A. asks the U.S. Bankruptcy Court for the Southern
District of New York to lift the automatic stay to allow the
foreclosure of a real property in Ohio.

RBS Citizens is the holder of a mortgage on the property located
in Cleveland, Ohio.  A foreclosure title search, however, showed
that there is a second mortgage on the property being foreclosed
by GMAC Mortgage Corp., an affiliate of Residential Capital LLC
which is in bankruptcy protection.

Shari Barak, Esq., at Shapiro DiCaro & Baral LLC, in Melville,
New York, said GMAC "has little to no equity" in the property
since RBS Citizens' claim exceeds the value of the property.

A court hearing is scheduled for September 11.  Objections are
due by September 4.

                     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.

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.

ResCap is selling its mortgage origination and servicing
businesses and its legacy portfolio, consisting mainly of mortgage
loans and other residual financial assets.  At the onset of the
bankruptcy case, ResCap struck a deal with Nationstar Mortgage LLC
for the mortgage origination and servicing businesses, and with
Ally Financial for the legacy portfolio.  Together, the asset
sales are expected to generate roughly $4 billion in proceeds.

According to Bloomberg News, following a hearing in June, the
bankruptcy judge scheduled auctions for Oct. 23.  A hearing to
approve the sales was set for Nov. 5.  Fortress Investment Group
LLC will make the first bid for the mortgage-servicing business,
while Berkshire Hathaway Inc. will serve as stalking-horse bidder
for the remaining portfolio of mortgages.

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: U.S. Bank Seeks Stay Relief to Foreclose
-------------------------------------------------------------
U.S. Bank National Association asked the U.S. Bankruptcy Court
for the Southern District of New York to lift the automatic stay
so that it could foreclose on a New York property.

The bank holds a mortgage on the property located in Miller
Place, New York.  A foreclosure title search, however, indicated
that Homecomings Financial Network LLC, which is in Chapter 11
protection, holds a second mortgage on the property.

The bank commenced a foreclosure action in 2009 but it was
automatically halted by Homecomings Financial's bankruptcy
filing.

A court hearing to consider approval of U.S. Bank's request is
scheduled for September 11.  Objections are due by September 4.

                     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.

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.

ResCap is selling its mortgage origination and servicing
businesses and its legacy portfolio, consisting mainly of mortgage
loans and other residual financial assets.  At the onset of the
bankruptcy case, ResCap struck a deal with Nationstar Mortgage LLC
for the mortgage origination and servicing businesses, and with
Ally Financial for the legacy portfolio.  Together, the asset
sales are expected to generate roughly $4 billion in proceeds.

According to Bloomberg News, following a hearing in June, the
bankruptcy judge scheduled auctions for Oct. 23.  A hearing to
approve the sales was set for Nov. 5.  Fortress Investment Group
LLC will make the first bid for the mortgage-servicing business,
while Berkshire Hathaway Inc. will serve as stalking-horse bidder
for the remaining portfolio of mortgages.

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).


RESPONSE BIOMEDICAL: Had C$2.4 Million Net Loss in Second Quarter
-----------------------------------------------------------------
Response Biomedical Corporation filed its quarterly report on Form
10-Q, reporting net income of C$2.39 million on C$3.04 million of
revenue for the three months ended June 30, 2012, compared with a
net loss of C$797,129 on C$2.69 million of revenue for the
same period of 2011.  The income for the three month period ended
June 30, 2012, is primarily attributed to the C$3.99 million
unrealized gain on the revaluation of the warrant liability.

For the six months ended June 30, 2012, the Company had a net loss
of C$3.31 million on C$6.02 million of revenue, compared with a
net loss of C$2.32 million on C$4.71 million of revenue for the
same period in 2011.  The increase in the loss for the six month
period ended June 30, 2012, is primarily attributed to the
C$1.01 million unrealized loss on the revaluation of the warrant
liability.  In addition, there was a C$1.18 million increase in
operating expenses offset by a combination of increased product
sales and a higher gross margin earned.

The Company's balance sheet at June 30, 2012, showed
C$16.99 million in total assets, C$14.91 million in total
liabilities, and stockholders' equity of C$2.08 million.

As reported in the TCR on April 4, 2012, Ernst & Young LLP, in
Vancouver, Canada, expressed substantial doubt about Response
Biomedical'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 of the Company's recurring losses from
operations.

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

                       http://is.gd/6iMt0M

Based in Vancouver, Canada, Response Biomedical Corporation
develops, manufactures and markets rapid on-site diagnostic tests
for use with the Company's RAMP(R) platform for clinical and
environmental applications.


RG STEEL: Authorized to Sell Two Plans for $22 Million
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that RG Steel LLC received approval from the bankruptcy
court on Aug. 10 to sell the Martins Ferry and Mingo Junction
plants for a combined $22 million. There will be a hearing on
Aug. 15 for approval to sell the Yorkville, Ohio; Wheeling, West
Virginia; Warren, Ohio, and Sparrows Point, Maryland, facilities.

According to the report, The Martins Ferry and Mingo Junction
plants were auctioned on July 31. There were five bidders for the
Mingo facility and four for Martins Ferry.  Frontier Industrial
Corp. was approved to buy the Mingo Junction plant for $20
million.  Individuals named Mull and Gompers received court
approval to purchase the Martins Ferry assets for $2 million.

The report relates the auctions for the plants in Sparrows Point,
Maryland, and Warren, Ohio, were rescheduled and took place
Aug. 7.  The company hasn't announced as yet who won the auctions
and whether they were sold to operators or liquidators.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as its financial
advisor.


RG STEEL: Sells Sparrows Point Mill to Hilco for $72-Mil.
---------------------------------------------------------
Reuters reports RG Steel LLC sold the Sparrows Point steel mill to
liquidator Hilco Industrial on Aug. 7 for about $72 million,
according to a person familiar with the results of the auction.

According to the report, the 120-year-old Baltimore mill, where
steel for the Golden Gate Bridge was forged, was one of three
steelmaking assets put up for sale by RG Steel.

The report says RG Steel's mill in Warren, Ohio, was purchased by
C.J. Betters.  C.J. Betters said it would keep mill in working
condition for a period of time in the hope an operator can be
found, according to the source.

A hearing is scheduled for Aug. 15 in Bankruptcy Court in
Wilmington, Delaware, to approve the sales.

Gary Epstein is the chief marketing officer of Hilco Trading Co
LLC.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as its financial
advisor.


RITZ CAMERA: Wins OK for KCC to Provide Administrative Services
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Ritz Camera & Image, L.L.C., et al., to employ Kurtzman Carson
Consultants LLC to provide administrative services.

As reported in the Troubled Company Reporter on July 31, 2012,
KCC is expected to, among other things:

   -- assist the Debtors in analyzing claims filed against their
      estates;

   -- assist the Debtor with the preparation of the Debtors'
      schedules of assets and liabilities and statements of
      financial affairs; and

   -- tabulate votes and perform subscription services as may be
      requested or required in connection with any and all chapter
      11 plans that may be filed by the Debtors and provide ballot
      reports and related balloting and tabulation services to the
      Debtors and their professionals.

Prior to the Petition Date, the Debtors paid KCC a retainer of
$15,000.

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

                        About Ritz Camera

Beltsville, Maryland-based Ritz Camera & Image LLC --
http://www.ritzcamera.com-- sells digital cameras and
accessories, and electronic products.  It sought Chapter 11
protection (Bankr. D. Del. Case No. 12-11868) on June 22, 2012, to
close unprofitable stores.  Ritz claims to be the largest camera
and image chain the U.S., operating 265 camera stores in 34 states
as well as an Internet business.  Ritz Camera intends to shut 128
locations and cut its staff in half.  Included in the closing are
10 locations in Maryland and 4 in Virginia.

Affiliate Ritz Interactive Inc., owner e-commerce Web sites that
include RitzCamera.com and BoatersWorld.com, also filed for
bankruptcy.

RCI's predecessor, Ritz Camera Centers, Inc., sought Chapter 11
protection (Bankr. D. Del. Case No. 09-10617) on Feb. 22, 2009.
Ritz generated $40 million by selling all 129 Boater's World
Marine Centers.  A group that included the company's chief
executive officer, David Ritz, formed Ritz Camera & Image to buy
at least 163 of the remaining 375 camera stores.  The group paid
$16.25 million in cash and a $7.8 million note.  Later, Ritz sold
a $4 million account receivable for $1.5 million to an owner of
the company that owed the debt.

In the 2009 petition, Ritz disclosed total assets of $277 million
and total debts of $172.1 million.  Lawyers at Cole, Schotz,
Meisel, Forman & Leonard, P.A., served as bankruptcy counsel.
Thomas & Libowitz, P.A., served as the Debtor's special corporate
counsel and conflicts counsel.  Marc S. Seinsweig, at FTI
Consulting, Inc., served as the Debtor's chief restructuring
officer.  Kurtzman Carson Consultants LLC acted as claims and
noticing agent.  Attorneys at Cooley Godward Kronish LLP and
Bifferato LLC represented the official committee of unsecured
creditors as counsel.

In April 2010, the Court approved a liquidating Chapter 11 plan
proposed by the company and the official creditor's committee.
Under the Plan, unsecured creditors were to recover 4% to 14% of
their claims.

In the 2012 petition, RCI estimated total assets and liabilities
of $50 million to $100 million.  The Debtors owe not less than
$16.32 million for term and revolving loans provided by secured
lenders led by Crystal Finance LLC, as administrative agent.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A., serve
as bankruptcy counsel.  Kurtzman Carson Consultants LLC is the
claims agent.

WeinsweigAdvisors LLC's Marc Weinsweig has been appointed as
Ritz's CRO.

Mark L. Desgrosseilliers, Esq., and Ericka F. Johnson, Esq., at
Womble Carlyle Sandridge & Rice, LLP, represent liquidators Gordon
Brothers Retail Partners LLC and Hilco Merchant Resources LLC.

Crystal Finance, the DIP lender, is represented by Morgan, Lewis &
Bockius and Young Conaway Stargatt & Taylor LLP.

Roberta A. Deangelis, U.S. Trustee for Region 3, appointed seven
creditors to serve on the Official Committee of Unsecured
Creditors in the Debtors' cases.  The Committee tapped Cooley LLP
as its lead counsel, Richards, Layton & Finger, P.A. as its
Delaware counsel, and PricewaterhouseCoopers LLP as its financial
advisor.


RITZ CAMERA: Cole Schotz Approved as Bankruptcy Counsel
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Ritz Camera & Image, L.L.C., et al., to employ Cole, Schotz,
Meisel, Forman & Leonard, P.A., as bankruptcy counsel.

Cole Schotz is expected to, among other things, advise and assist
the Debtors in the negotiation and documentation of financing
agreements, cash collateral arrangements, sale agreements, and
related transactions for these hourly rates:

      Irving E. Walker, Member                $545
      Gary H. Leibowitz, Member               $450
      Patrick J. Reilley, Member              $410
      G. David Dean, Member                   $380
      Sanjay K. Bhatnagar, Associate          $325
      Therese Scheuer, Associate              $285
      Amanda Bassen, Associate                $230
      Yvonne Dalton, Paralegal                $190

Irving E. Walker, a member at Cole Schotz, attests to the Court
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.

                        About Ritz Camera

Beltsville, Maryland-based Ritz Camera & Image LLC --
http://www.ritzcamera.com-- sells digital cameras and
accessories, and electronic products.  It sought Chapter 11
protection (Bankr. D. Del. Case No. 12-11868) on June 22, 2012, to
close unprofitable stores.  Ritz claims to be the largest camera
and image chain the U.S., operating 265 camera stores in 34 states
as well as an Internet business.  Ritz Camera intends to shut 128
locations and cut its staff in half.  Included in the closing are
10 locations in Maryland and 4 in Virginia.

Affiliate Ritz Interactive Inc., owner e-commerce Web sites that
include RitzCamera.com and BoatersWorld.com, also filed for
bankruptcy.

RCI's predecessor, Ritz Camera Centers, Inc., sought Chapter 11
protection (Bankr. D. Del. Case No. 09-10617) on Feb. 22, 2009.
Ritz generated $40 million by selling all 129 Boater's World
Marine Centers.  A group that included the company's chief
executive officer, David Ritz, formed Ritz Camera & Image to buy
at least 163 of the remaining 375 camera stores.  The group paid
$16.25 million in cash and a $7.8 million note.  Later, Ritz sold
a $4 million account receivable for $1.5 million to an owner of
the company that owed the debt.

In the 2009 petition, Ritz disclosed total assets of $277 million
and total debts of $172.1 million.  Lawyers at Cole, Schotz,
Meisel, Forman & Leonard, P.A., served as bankruptcy counsel.
Thomas & Libowitz, P.A., served as the Debtor's special corporate
counsel and conflicts counsel.  Marc S. Seinsweig, at FTI
Consulting, Inc., served as the Debtor's chief restructuring
officer.  Kurtzman Carson Consultants LLC acted as claims and
noticing agent.  Attorneys at Cooley Godward Kronish LLP and
Bifferato LLC represented the official committee of unsecured
creditors as counsel.

In April 2010, the Court approved a liquidating Chapter 11 plan
proposed by the company and the official creditor's committee.
Under the Plan, unsecured creditors were to recover 4% to 14% of
their claims.

In the 2012 petition, RCI estimated total assets and liabilities
of $50 million to $100 million.  The Debtors owe not less than
$16.32 million for term and revolving loans provided by secured
lenders led by Crystal Finance LLC, as administrative agent.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A., serve
as bankruptcy counsel.  Kurtzman Carson Consultants LLC is the
claims agent.

WeinsweigAdvisors LLC's Marc Weinsweig has been appointed as
Ritz's CRO.

Mark L. Desgrosseilliers, Esq., and Ericka F. Johnson, Esq., at
Womble Carlyle Sandridge & Rice, LLP, represent liquidators Gordon
Brothers Retail Partners LLC and Hilco Merchant Resources LLC.

Crystal Finance, the DIP lender, is represented by Morgan, Lewis &
Bockius and Young Conaway Stargatt & Taylor LLP.

Roberta A. Deangelis, U.S. Trustee for Region 3, appointed seven
creditors to serve on the Official Committee of Unsecured
Creditors in the Debtors' cases.  The Committee tapped Cooley LLP
as its lead counsel, Richards, Layton & Finger, P.A. as its
Delaware counsel, and PricewaterhouseCoopers LLP as its financial
advisor.


RITZ CAMERA: Committee Taps Cooley LLP as Lead Bankruptcy Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Ritz Camera & Image, L.L.C., et al., asks the U.S.
Bankruptcy Court for the District of Delaware for permission to
retain Cooley LLP as its lead bankruptcy counsel.

Cooley will represent the Committee in coordination with Richards
Layton, the Committee's proposed Delaware counsel.

To the best of the Committee's knowledge, Cooley represents no
interest adverse to the Committee, the Debtors, their estates, or
any other party-in-interest in the matters upon which it is to be
engaged.

An Aug. 28, 2012, hearing at 11 a.m. has been set. Objections, if
any, are due Aug. 14, at 4 p.m.

                        About Ritz Camera

Beltsville, Maryland-based Ritz Camera & Image LLC --
http://www.ritzcamera.com-- sells digital cameras and
accessories, and electronic products.  It sought Chapter 11
protection (Bankr. D. Del. Case No. 12-11868) on June 22, 2012, to
close unprofitable stores.  Ritz claims to be the largest camera
and image chain the U.S., operating 265 camera stores in 34 states
as well as an Internet business.  Ritz Camera intends to shut 128
locations and cut its staff in half.  Included in the closing are
10 locations in Maryland and 4 in Virginia.

Affiliate Ritz Interactive Inc., owner e-commerce Web sites that
include RitzCamera.com and BoatersWorld.com, also filed for
bankruptcy.

RCI's predecessor, Ritz Camera Centers, Inc., sought Chapter 11
protection (Bankr. D. Del. Case No. 09-10617) on Feb. 22, 2009.
Ritz generated $40 million by selling all 129 Boater's World
Marine Centers.  A group that included the company's chief
executive officer, David Ritz, formed Ritz Camera & Image to buy
at least 163 of the remaining 375 camera stores.  The group paid
$16.25 million in cash and a $7.8 million note.  Later, Ritz sold
a $4 million account receivable for $1.5 million to an owner of
the company that owed the debt.

In the 2009 petition, Ritz disclosed total assets of $277 million
and total debts of $172.1 million.  Lawyers at Cole, Schotz,
Meisel, Forman & Leonard, P.A., served as bankruptcy counsel.
Thomas & Libowitz, P.A., served as the Debtor's special corporate
counsel and conflicts counsel.  Marc S. Seinsweig, at FTI
Consulting, Inc., served as the Debtor's chief restructuring
officer.  Kurtzman Carson Consultants LLC acted as claims and
noticing agent.  Attorneys at Cooley Godward Kronish LLP and
Bifferato LLC represented the official committee of unsecured
creditors as counsel.

In April 2010, the Court approved a liquidating Chapter 11 plan
proposed by the company and the official creditor's committee.
Under the Plan, unsecured creditors were to recover 4% to 14% of
their claims.

In the 2012 petition, RCI estimated total assets and liabilities
of $50 million to $100 million.  The Debtors owe not less than
$16.32 million for term and revolving loans provided by secured
lenders led by Crystal Finance LLC, as administrative agent.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A., serve
as bankruptcy counsel.  Kurtzman Carson Consultants LLC is the
claims agent.

WeinsweigAdvisors LLC's Marc Weinsweig has been appointed as
Ritz's CRO.

Mark L. Desgrosseilliers, Esq., and Ericka F. Johnson, Esq., at
Womble Carlyle Sandridge & Rice, LLP, represent liquidators Gordon
Brothers Retail Partners LLC and Hilco Merchant Resources LLC.

Crystal Finance, the DIP lender, is represented by Morgan, Lewis &
Bockius and Young Conaway Stargatt & Taylor LLP.

Roberta A. Deangelis, U.S. Trustee for Region 3, appointed seven
creditors to serve on the Official Committee of Unsecured
Creditors in the Debtors' cases.  The Committee tapped Cooley LLP
as its lead counsel, Richards, Layton & Finger, P.A. as its
Delaware counsel, and PricewaterhouseCoopers LLP as its financial
advisor.


RITZ CAMERA: Committee Taps Richards Layton as Delaware Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Ritz Camera & Image, L.L.C., et al., asks the U.S.
Bankruptcy Court for the District of Delaware for permission to
retain Richards, Layton & Finger, P.A. as its Delaware counsel.

By separate application, the Committee is seeking to retain Cooley
as counsel.  The Committee submits that it is also essential for
it to employ RL&F as local counsel.  Moreover, pursuant to Local
Rule 9010-1(c), the Committee is required to retain Delaware
counsel.  Cooley and RL&F have discussed a division of
responsibilities and will make every effort to avoid and minimize
duplication of services in the Chapter 11 cases.

To the best of the Committee's knowledge, RL&F does not hold any
interest adverse to the Committee or the Debtors' estates.

An Aug. 28, 2012, hearing at 11 a.m. has been set. Objections, if
any, are due Aug. 14, at 4 p.m.

                        About Ritz Camera

Beltsville, Maryland-based Ritz Camera & Image LLC --
http://www.ritzcamera.com-- sells digital cameras and
accessories, and electronic products.  It sought Chapter 11
protection (Bankr. D. Del. Case No. 12-11868) on June 22, 2012, to
close unprofitable stores.  Ritz claims to be the largest camera
and image chain the U.S., operating 265 camera stores in 34 states
as well as an Internet business.  Ritz Camera intends to shut 128
locations and cut its staff in half.  Included in the closing are
10 locations in Maryland and 4 in Virginia.

Affiliate Ritz Interactive Inc., owner e-commerce Web sites that
include RitzCamera.com and BoatersWorld.com, also filed for
bankruptcy.

RCI's predecessor, Ritz Camera Centers, Inc., sought Chapter 11
protection (Bankr. D. Del. Case No. 09-10617) on Feb. 22, 2009.
Ritz generated $40 million by selling all 129 Boater's World
Marine Centers.  A group that included the company's chief
executive officer, David Ritz, formed Ritz Camera & Image to buy
at least 163 of the remaining 375 camera stores.  The group paid
$16.25 million in cash and a $7.8 million note.  Later, Ritz sold
a $4 million account receivable for $1.5 million to an owner of
the company that owed the debt.

In the 2009 petition, Ritz disclosed total assets of $277 million
and total debts of $172.1 million.  Lawyers at Cole, Schotz,
Meisel, Forman & Leonard, P.A., served as bankruptcy counsel.
Thomas & Libowitz, P.A., served as the Debtor's special corporate
counsel and conflicts counsel.  Marc S. Seinsweig, at FTI
Consulting, Inc., served as the Debtor's chief restructuring
officer.  Kurtzman Carson Consultants LLC acted as claims and
noticing agent.  Attorneys at Cooley Godward Kronish LLP and
Bifferato LLC represented the official committee of unsecured
creditors as counsel.

In April 2010, the Court approved a liquidating Chapter 11 plan
proposed by the company and the official creditor's committee.
Under the Plan, unsecured creditors were to recover 4% to 14% of
their claims.

In the 2012 petition, RCI estimated total assets and liabilities
of $50 million to $100 million.  The Debtors owe not less than
$16.32 million for term and revolving loans provided by secured
lenders led by Crystal Finance LLC, as administrative agent.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A., serve
as bankruptcy counsel.  Kurtzman Carson Consultants LLC is the
claims agent.

WeinsweigAdvisors LLC's Marc Weinsweig has been appointed as
Ritz's CRO.

Mark L. Desgrosseilliers, Esq., and Ericka F. Johnson, Esq., at
Womble Carlyle Sandridge & Rice, LLP, represent liquidators Gordon
Brothers Retail Partners LLC and Hilco Merchant Resources LLC.

Crystal Finance, the DIP lender, is represented by Morgan, Lewis &
Bockius and Young Conaway Stargatt & Taylor LLP.

Roberta A. Deangelis, U.S. Trustee for Region 3, appointed seven
creditors to serve on the Official Committee of Unsecured
Creditors in the Debtors' cases.  The Committee tapped Cooley LLP
as its lead counsel, Richards, Layton & Finger, P.A. as its
Delaware counsel, and PricewaterhouseCoopers LLP as its financial
advisor.


ROBLEX AVIATION: Case Summary & 11 Unsecured Creditors
------------------------------------------------------
Debtor: Roblex Aviation Inc.
        P.O. Box 6386
        Bayamon, PR 00960

Bankruptcy Case No.: 12-06341

Chapter 11 Petition Date: August 10, 2012

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Judge: Enrique S. Lamoutte Inclan

Debtor's Counsel: Maria Soledad Lozada Figueroa, Esq.
                  MS LOZADA LAW OFFICE
                  254 San Jose St., Suite 3
                  San Juan, PR 00901
                  Tel: (787) 520-6002
                  Fax: (787) 520-6003
                  E-mail: lcdamslozada@gmail.com

Scheduled Assets: $5,418,527

Scheduled Liabilities: $1,460,383

A copy of the Company's list of its 11 unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/prb12-06341.pdf

The petition was signed by Roberto E. Rodriguez Amadeo, president.


ROC FINANCE: Moody's Affirms 'B3' CFR; Outlook Stable
-----------------------------------------------------
Moody's Investors Service affirmed ROC Finance LLC's B3 Corporate
Family and Probability of Default ratings following the company's
announcement that it plans on raising a proposed $150 million add-
on to its existing $150 million senior secured term loan due 2017,
and increasing its senior secured revolver commitment expiring in
2016 to $35 million from $25 million.

At the same time, Moody's lowered ROC's senior secured credit
facility rating to B1 from Ba3 and its second lien notes rating to
Caa2 from Caa1 to reflect the increased amount of senior secured
first lien debt in ROC's capital structure as a result of the add-
on. Pursuant to Moody's Loss Given Default methodology, the
increase in the percentage of senior secured first lien debt
relative to ROC's total debt -- from about 50% of total debt to
60% -- reduces the recovery prospects of each class of debt.

Proceeds from the add-on will primarily be used to construct a
temporary gaming facility at the Thistledown racetrack near
Cleveland and finance the necessary gaming license. The rating
outlook is stable.

Ratings downgraded and LGD assessments revised:

$25 million (proposed increase to $35 million) senior secured
revolver expiring 2016 to B1 (LGD 2, 28%) from Ba3 (LGD 2, 23%)

$150 million senior secured term loan (proposed increase to $300
million) due 2017 to B1 (LGD 2, 28%) from Ba3 (LGD 2, 23%)

$125 million senior secured delayed draw term loan due 2017 to B1
(LGD 2, 28%) from Ba3 (LGD 2, 23%)

$380 million 12.125% second lien notes due 2018 to Caa2 (LGD 5,
83%) from Caa1 (LGD 5, 78%)

Ratings affirmed:

Corporate Family Rating at B3

Probability of Default Rating at B3

Ratings Rationale

ROC's B3 Corporate Family Rating primarily reflects the
development and ramp-up risk associated with the company's two
Ohio casino development projects -- Thistledown and Horseshoe
Cincinnati -- along with the continued ramp-up risk associated
with Horseshoe Cleveland, the company's Cleveland, Ohio casino
which opened in May 2012.

Horseshoe Cincinnati and Thistledown are both scheduled to open in
the first half of 2013. However, while the Thistledown project
will be fully funded, Horseshoe Cincinnati's project budget
contemplates that the cash flow from Horseshoe Cleveland will help
fund approximately $70 million of its development costs which adds
to the risk profile of this project. Additionally, while Moody's
currently believes that ROC's Cincinnati project will be completed
on time and on budget, the project, like other ground up casino
developments, remains exposed to cost-over runs and possible
delays. ROC also faces increased ramp-up risk at Horseshoe
Cleveland as additional supply is expected to enter the market --
Thistledown in the first half of 2013 and Northfield Park (no
opening date announced as of yet).

Positive rating consideration is given to Horseshoe Cleveland's
preliminary gross gaming revenue results reported by the Ohio
Casino Control Commission -- approximately $67 million from the
casino's mid-May opening through end of July. These results are in
line with Moody's initial expectations, despite weaker than
expected slot win per unit per day ("WPU"). Horseshoe Cleveland's
WPU of $290 since its opening is lower than management's initial
expectations of $388 WPU, but it was partially offset by higher
than expected table game WPU of approximately $3,200 compared to
management's initial plan of $2,955 (excluding poker).

Also supporting ROC's B3 Corporate Family Rating is Moody's
expectation that despite the additional debt for Thistledown, pro
forma debt/EBITDA is still expected to be within Moody's original
expectations of between 5.0 times and 5.5 times. In addition, the
ratings reflect Moody's view that the operating experience of the
project manager, Caesars Entertainment Corporation (Caa1/stable),
its established database of potential gaming customers that are
members of Caesars' Total Rewards gaming loyalty program, and the
market profile of both Cleveland and Cincinnati will enable each
casino to reach the projected level of profitability.

The stable rating outlook reflects Moody's expectations that ROC
will have sufficient funds to complete construction and ramp-up of
Horseshoe Cincinnati and the Thistledown project, and that ROC's
three casinos combined will earn a return on investment such that
at year-end 2013 debt/EBITDA will range between 5.0 times to 5.5
times.

Ratings could be lowered if the Cincinnati or Thistledown projects
experience cost over-runs or construction delays. Ratings could
also be downgraded if Horseshoe Cleveland is unable to achieve
EBITDA in 2012 of between $60 million to $70 million. Ratings
improvement is limited at this time given the need to complete
construction of two projects and ramp-up the operations at the
recently opened Horseshoe Cleveland. However, if it appears that
the Cleveland facility can generate EBITDA above $75 million in
2012 and the Cincinnati and Thistledown facilities are on time and
on budget, the ratings could be considered for an upgrade.

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

ROC is indirectly owned by Rock Ohio Caesars LLC. Rock Ohio
Caesars LLC is a joint venture between Caesars Entertainment
Corporation and Rock Ohio Ventures LLC. The principal investor in
Rock Ohio Ventures LLC is Dan Gilbert, chairman and founder of
Quicken Loans and majority owner of the Cleveland Cavaliers NBA
franchise. Through various subsidiaries, ROC owns/operates
Horseshoe Cleveland which opened in May 2012 and is developing two
projects: Horseshoe Cincinnati, a full casino located in
Cincinnati and Thistledown, a slot-only racino just outside of
Cleveland. Horseshoe Cincinnati is to be located in downtown
Cincinnati and will feature 100,000 square feet of gaming space,
2,300 slots, 73 table games, a 31 table World Series of Poker room
and various dining options. Thistledown racetrack is located about
15 miles southeast of Cleveland and will feature 57,000 square
feet of gaming space and approximate 1,150 video lottery
terminals.


ROCKWOOD SPECIALTIES: Moody's Raises CFR to Ba1; Outlook Stable
---------------------------------------------------------------
Moody's Investors Service upgraded Rockwood Specialties Group,
Inc.'s Corporate Family Rating (CFR) to Ba1 from Ba2. Rockwood's
demonstrated performance including an improved leverage profile
and favorable cash generation supports the upgrade. Moody's
affirmed Rockwood's existing Ba1 debt ratings and assigned a SGL-1
Speculative Grade Liquidity Rating reflecting the very good
liquidity position of Rockwood. Rockwood is a wholly owned
subsidiary of Rockwood Holdings, Inc. (Holdings). The outlook for
the ratings is stable.

The following summarizes the ratings:

Issuer: Rockwood Specialties Group, Inc,

  Upgrades:

     Corporate Family Rating, Upgraded to Ba1 from Ba2

     Probability of Default Rating, Upgraded to Ba1 from Ba2

Ratings Affirmed:

    Senior Secured Term Loan A due 2017, Ba1 (LGD3, 45%) from Ba1
    (LGD3, 37%)

    Senior Secured Term Loan B due 2018, Ba1 (LGD3, 45%) from Ba1
    (LGD3, 37%)

    Senior Secured Revolving Credit Facility due 2016, Ba1 (LGD3,
    45%) from Ba1 (LGD3, 37%)

Rating Assigned:

Spreculative Grade Liquidity Rating - SGL-1

    Outlook, Stable

Ratings Rationale

Rockwood's Ba1 Corporate Family Rating (CFR) is supported by its
business profile, size ($3.6 billion in revenues), relatively
stable earnings, attractive margins, and positive free cash flow
through the business cycle. The company has a diverse set of
inorganic chemical businesses that provide diversification of
revenues and have relatively little exposure to volatile
petrochemical feedstock prices. Rockwood has significant debt
balances ($1.77 billion as of June 30, 2012) as well as elevated
cash balances ($343 million as of June 30, 2012 at Holdings).
Leverage and net leverage metrics including Moody's standard
analytical adjustments are strong for a Ba1 chemical company (2.8x
Debt/EBITDA and 2.4x Net Debt/EBITDA, respectively), but Moody's
would expect this given the peak of the industry cycle conditions
being experienced by its titanium dioxide (TiO2) business. This
includes $507 million of debt at its 61% owned titanium dioxide
joint venture that is fully consolidated on Rockwood's balance
sheet.

The rating outlook is stable. Further positive rating action (to
an investment grade rating) will depend on management's financial
strategy, if they publicly support a goal of achieving investment
grade ratings and moving the capital structure to have all
unsecured debt. Moody's would consider downgrading the ratings if
the free cash flow ratio drops below 4% or if debt levels rise
significantly. Moody's recognizes that Rockwood has a history of
bolt-on acquisitions, but a large debt financed acquisition
without a commensurate increase in EBITDA could also lead to a
downgrade.

Moody's most recent announcement concerning the ratings for
Rockwood was on February 3, 2012, when Moody's assigned ratings to
the new $350 million Term Loan due 2017.

The principal methodology used in this rating was Moody's Global
Chemical Industry rating methodology published in December 2009.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Rockwood Specialties Group, Inc., headquartered in Princeton, New
Jersey, is a wholly owned subsidiary of Rockwood Holdings, Inc.
(Holdings). Rockwood produces of a variety of specialty chemicals
and advanced materials, including pigments, additives, specialty
compounds, ceramics, and lithium for use in businesses ranging
from life sciences to automotive manufacturing. Rockwood operates
through four business segments: Performance Additives, Specialty
Chemicals, Titanium Dioxide Pigments and Advanced Ceramics.
Kohlberg Kravis Roberts & Co. L.P., its former equity sponsor,
owns approximately 9% of Holdings' shares (the remainder are
publicly held), and occupies two of the seven seats on the board
of directors. Revenues were $3.6 billion for the twelve months
ended June 30, 2012.


ROTECH HEALTHCARE: Incurs $13.6-Mil. Net Loss in Second Quarter
---------------------------------------------------------------
Rotech Healthcare Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $13.61 million on $116.54 million of net revenues for the three
months ended June 30, 2012, compared with a net loss of $2.47
million on $121.93 million of net revenues for the same period a
year ago.

The Company reported a net loss of $30.87 million on $233.50
million of net revenues for the six months ended June 30, 2012,
compared with a net loss of $5.66 million on $242.94 million of
net revenues for the same period during the prior year.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at June 30, 2012, showed $256 million
in total assets, $589.54 million in total liabilities and a
$333.54 million total stockholders' deficiency.

"We are pleased with continued patient growth and the ongoing
effort to reduce adjustments for contractuals and bad debt," said
Philip Carter, president and chief executive officer.  "Our
adjustments were lower in the second quarter of 2012 compared to
the first quarter of 2012 and this trend is expected to continue
for the balance of the year," Mr. Carter added.

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

                        http://is.gd/kv5amy

                     About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

                           *     *     *

As reported by the TCR on May 25, 2012, Standard & Poor's Ratings
Services affirmed its 'B' corporate credit rating and related
issue-level ratings on the company.

"The ratings reflect Rotech's 'highly leveraged' financial risk
profile, including its negative cash flow and overall sensitivity
of credit metrics to the uncertain reimbursement environment.
Rotech's 'weak' business risk profile primarily reflects its
narrow operating focus and exposure to continued Medicare
reimbursement reductions for its products and services,
particularly for its nebulizer medication," S&P said.

In the Jan. 13, 2012, edition of the TCR, Moody's Investors
Service lowered Rotech Healthcare Inc.'s Corporate Family rating
("CFR") to B3 from B2 as a consequence of weakening liquidity and
worse than expected operating performance in 2011 alongside only
modest expectations for improvement in 2012.  The downgrade to B3
incorporates Moody's concerns regarding the decline in Rotech's
cash balance due to significant working capital usage during 2011
and lower than expected growth in EBITDA.


ROTECH HEALTHCARE: David Meador Named Chief Financial Officer
-------------------------------------------------------------
Rotech Healthcare Inc. appointed David J. Meador, age 40, as its
new Chief Financial Officer on Aug. 6, 2012.

Mr. Meador has a combination of public company, private industry
and public accounting experience.  From 2007 to 2010, Mr. Meador
was the Chief Financial Officer of AFD, Inc., an international
company specializing in luxury consumer products.  From 2005 to
2007, Mr. Meador served as the Chief Financial Officer of Stinger
Systems, Inc., a publicly traded company.  From 1993 to 2005, Mr.
Meador served in various public accounting firms including Ernst &
Young LLP, KPMG LLP and PricewaterhouseCoopers LLP.  Mr. Meador is
a Certified Public Accountant.  He received his BS in Business
Administration from Samford University in Birmingham, Alabama, an
MBA from the University of Alabama and a Master of Science in
Accounting from the University of Central Florida.

There were no arrangements or understandings between Mr. Meador
and any other persons pursuant to which Mr. Meador was selected or
nominated as an officer of the Company.  Mr. Meador does not have
a family relationship with any director or executive officer of
the Company.  There are no transactions or currently proposed
transaction in which the Company is to be a participant and the
amount involved exceeds $120,000, and in which Mr. Meador will
have a direct or indirect material interest.

In connection with his appointment, the Company entered into an
Agreement with Respect to Rights Upon Termination of Employment,
dated as of Aug. 6, 2012, with Mr. Meador that provides as
follows:

     * Mr. Meador will receive an annual base salary of $260,000;

     * Mr. Meador's annual target performance bonus will be 75% of
       his base salary, pro rated for 2012; and

     * If Mr. Meador's employment is terminated by the Company
       without cause or by Mr. Meador for good reason, including
       any such termination following a change in control of the
       Company, subject to his executing and delivering to the
       Company a general release of claims, the Company will (i)
       pay Mr. Meador a lump sum equal to the sum of 100% of his
       then base salary and (ii) pay the monthly premiums for Mr.
       Meador's COBRA continuation coverage under the Company's
       medical plan for a period of 12 months from the date of his
       termination; except that he will not be entitled to such
       severance payment and benefit if the Company terminates his
       employment or he resigns, for any reason, upon 30 days
       written notice to the other party on or prior to Nov. 3,
       2012.

In addition, under the Agreement, Mr. Meador has agreed that (a)
while employed and thereafter, he will keep confidential all of
the Company's non-public information, matters and materials and
(b) that while employed and for a period of 12 months following
the termination of his employment, he will not directly or
indirectly compete with the Company, solicit any of its employees
or knowingly do anything that would be adverse in any material way
to the Company's interests, except that the covenant not to
compete with the Company will not apply following a No Fault
Termination.  On Aug. 9, 2012, Mr. Meador was awarded 70,000 stock
options under the Company's Common Stock Option Plan.  This option
grant will vest in sixteen equal quarterly amounts over four years
commencing on the date of appointment, Aug. 6, 2012.

                     About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at March 31, 2012, showed
$267.15 million in total assets, $584.24 million in total
liabilities, $3.08 million in series A convertible redeemable
preferred stock, and a $320.17 million total stockholders'
deficiency.

                           *     *     *

As reported by the TCR on May 25, 2012, Standard & Poor's Ratings
Services affirmed its 'B' corporate credit rating and related
issue-level ratings on the company.

"The ratings reflect Rotech's 'highly leveraged' financial risk
profile, including its negative cash flow and overall sensitivity
of credit metrics to the uncertain reimbursement environment.
Rotech's 'weak' business risk profile primarily reflects its
narrow operating focus and exposure to continued Medicare
reimbursement reductions for its products and services,
particularly for its nebulizer medication," S&P said.

In the Jan. 13, 2012, edition of the TCR, Moody's Investors
Service lowered Rotech Healthcare Inc.'s Corporate Family rating
("CFR") to B3 from B2 as a consequence of weakening liquidity and
worse than expected operating performance in 2011 alongside only
modest expectations for improvement in 2012.  The downgrade to B3
incorporates Moody's concerns regarding the decline in Rotech's
cash balance due to significant working capital usage during 2011
and lower than expected growth in EBITDA.


RT MIDWEST: Ruby Tuesday Moves to Bid on Franchisee Locations
-------------------------------------------------------------
Katy Stech at Dow Jones' DBR Small Cap reports that Ruby Tuesday
Inc. wants the power to bid on the 10 restaurant buildings that
franchisee RT Midwest Holdings LLC has put up for auction an event
that will give the company's restaurants in Minnesota and Illinois
the money to get out of bankruptcy.

                         About RT Midwest

RT Midwest Holdings, LLC and three affiliates sought Chapter 11
protection (Bankr. D. Minn. Case No. 12-43626 to 12-43629) in
Minneapolis on June 20, 2012.

RT Midwest disclosed in its schedules $835,600 in assets and
$28.8 million in liabilities, of which $2.434 million is secured.
Affiliate RT Chicago Franchise, LLC, disclosed $3.936 million in
assets and $23.72 million in liabilities, including $23.54 million
of secured debt to General Electric Capital Corp. and related
entities.  RT Midwest Real Estate LLC reported that it has debt in
excess of $60 million.  RT Northern Illinois Franchise LLC
disclosed less than $30 million in debt.

The Debtors own or lease 13 properties from which they operate
Ruby Tuesday's franchise restaurants.


RYLAND GROUP: Invesco Ltd. Lowers Equity Stake to 4.9%
------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Invesco Ltd. disclosed that, as of July 31,
2012, it beneficially owns 2,196,908 shares of common stock of
The Ryland Group, Inc., representing 4.9% of the shares
outstanding.  Invesco previously reported beneficial ownership of
5,020,071 common shares or a 11.3% equity stake as of Jan. 31,
2012.  A copy of the amended filing is available for free at:

                        http://is.gd/wQugFg

                         About Ryland Group

Headquartered in Calabasas, California, The Ryland Group, Inc.
(NYSE: RYL) -- http://www.ryland.com/-- is one of the nation's
largest homebuilders and a leading mortgage-finance company.
Since its founding in 1967, Ryland has built more than 285,000
homes and financed more than 240,000 mortgages.  The Company
currently operates in 15 states and 19 homebuilding divisions
across the country and is listed on the New York Stock Exchange
under the symbol "RYL."

The Company reported a net loss of $50.75 million in 2011, a net
loss of $85.14 million in 2010, and a net loss of $162.47 million
in 2009.

The Company's balance sheet at June 30, 2012, showed $1.80 billion
in total assets, $1.32 billion in total liabilities and $485.67
million in total equity.

                           *     *     *

Ryland Group carries 'B1' corporate family and probability of
default ratings, with stable outlook, from Moody's.  It has 'BB-'
issuer credit ratings, with stable outlook, from Standard &
Poor's.


SABRE INDUSTRIES: S&P Assigns 'B+' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Alvarado, Texas-based Sabre Industries Inc. The
outlook is stable.

"At the same time, we assigned our 'B+' issue-level rating to the
company's proposed $190 million senior secured credit facilities,
consisting of a $60 million revolving credit facility and a $130
million term loan. The recovery rating is '3', indicating our
expectation that lenders would receive meaningful (50% to 70%)
recovery in the event of payment default," S&P said.

"We expect proceeds to partly fund Sabre's pending acquisition by
an affiliate of private equity firm Kohlberg & Co. and to bolster
Sabre's liquidity," S&P said.

"Our corporate credit rating on Sabre reflects our view of the
company's business risk as 'weak' and its financial risk as
'aggressive'," said Standard & Poor's credit analyst James E.
Fielding. "Weaknesses include the company's small size, limited
product diversity, and competitive end markets that we believe
constrain EBITDA margins in the near term. We also view the
uncertain long-term financial policies relating to the company's
private equity owners to be a constraint on the rating. Still, we
expect the company to maintain adequate liquidity and for demand
from key electric transmission and distribution and wireless
communications customers to remain favorable over the next several
years. Sabre does not publicly disclose its financials."

"Sabre is a relatively small firm (based on revenues) that
produces engineered structures for electric transmission and
distribution and wireless end markets. Demand for its products is
currently favorable as evidenced by a robust contractual backlog
that we view to support our baseline revenue assumptions through
fiscal 2014. Although its operating environment is currently
favorable, we view Sabre to have a weak business risk profile
because its end markets are competitive, it has limited product
diversity, as well as some customer concentration."

"Our stable rating outlook reflects our expectation that Sabre's
operating performance will improve based on an expansion in
production capacity this year and its full contractual backlog of
orders. We expect debt to EBITDA to hold in the 4x to 5x range and
for FFO to debt to hold near the lower end of the 12% to 20%
range, as these contracts are fulfilled over the next 12 months.
These ratios are consistent with our 'aggressive' financial risk
Assessment," S&P said.

"We could lower our rating if leverage were to increase and remain
above 5x. This could occur if EBITDA margins (not publicly
disclosed) dropped because steel prices increased sharply and if
Sabre was unable to fully pass the higher costs along to its
customers," S&P said.

"An upgrade is unlikely in the next 12 months given the company's
private equity ownership and uncertainty surrounding ultimate
operating strategy and financial policy," S&P said.


SEALED AIR: S&P Cuts Corp. Credit Rating to 'BB-'; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Sealed Air Corp. to 'BB-' from 'BB'. The outlook
is stable.

"At the same time, we lowered the issue rating on the company's
senior secured credit facilities to 'BB' from 'BB+' and lowered
the issue ratings on the unsecured notes to 'BB-' from 'BB'. The
recovery rating on the secured debt remains '2', indicating our
expectation of substantial (70%-90%) recovery of principal in the
event of payment default. The recovery rating on the unsecured
debt remains '4', indicating our expectation of an average (30%-
50%) recovery of principal in the event of payment default," S&P
said.

"The downgrade reflects our expectation that earnings will not
improve materially over the next few years," said credit analyst
Liley Mehta. "We base this assumption on current sales volume
pressures in the Diversey and food segments, particularly given
the company's sizable exposure to Europe. In our view, this will
result in credit measures remaining more consistent with a 'BB-'
rating."

"The outlook is stable. During the next few years, we expect
Sealed Air to use discretionary cash flow primarily for debt
reduction until credit measures strengthen to appropriate levels.
While the headroom under its financial covenant is limited, we
would expect the company to take timely steps to obtain an
amendment, if needed. We believe Sealed Air should be adequately
positioned to make the asbestos-related settlement payment if
Grace exits bankruptcy in 2012 or 2013. Given the uncertainties
related to timing and resolution of the asbestos settlement
payment, we have not factored in a potential tax refund (the
amount and timing of which are uncertain and subject to IRS
review) and resultant debt reduction in our scenario," S&P said.

"We could lower the ratings if earnings deteriorate materially
from current levels--owing to a deeper recession in Europe, or
integration challenges with the Diversey business-- causing
adjusted leverage to remain at or above 5x on a sustained basis
and FFO to total debt to remain below 10% without prospects for
recovery. This could occur if revenues declined by 5% or more, and
operating margins declined by 100 bps or more from current
levels," S&P said.

"The potential upside to the rating is limited in the next 12
months. We may raise the rating if Sealed Air further improves its
sales growth and profitability, and boosts its financial profile
and financial flexibility, including headroom under its financial
covenant. We could raise the ratings if credit measures strengthen
more than we expect, with Sealed Air achieving and maintaining FFO
to total adjusted debt in the 15% to 20% after paying the asbestos
related settlement," S&P said.


SHANNON TERRACE: Case Summary & 3 Unsecured Creditors
-----------------------------------------------------
Debtor: Shannon Terrace LLC
        3639 Grandview Road
        Ferndale, WA 98248

Bankruptcy Case No.: 12-18257

Chapter 11 Petition Date: August 9, 2012

Court: U.S. Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Timothy W. Dore

Debtor's Counsel: Steven C. Hathaway, Esq.
                  3811 Consolidation Avenue
                  P.O. Box 2147
                  Bellingham, WA 98227
                  Tel: (360) 676-0529
                  E-mail: s.hathaway@comcast.net

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

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

The Company's list of its three largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/wawb12-18257.pdf

The petition was signed by William J. Goldstone, CEO and manager.


SHERIDAN GROUP: Incurs $15,338 Net Loss in Second Quarter
---------------------------------------------------------
The Sheridan Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $15,338 on $65 million of net sales for the three
months ended June 30, 2012, compared with a net loss of $3.88
million on $64.99 million of net sales for the same period a year
ago.

For the six months ended June 30, 2012, the Company reported a net
loss of $181,018 on $134.95 million of net sales, compared to a
net loss of $6.24 million on $133.18 million of net sales for the
same period during the prior year.

Sheridan Group's balance sheet at June 30, 2012, showed $205.57
million in total assets, $176.58 million in total liabilities and
$28.99 million in total stockholders' equity.

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

                       http://is.gd/Fox8YC

                    About The Sheridan Group

Hunt Valley, Maryland-based The Sheridan Group, Inc.
-- http://www.sheridan.com/-- is a specialty printer offering a
full range of printing and value-added support services for the
journal, catalog, magazine and book markets.

The Company reported a net loss of $8.96 million in 2011, compared
with a net loss of $5.94 million in 2010.

                           *    *     *

As reported by the TCR on Sept. 16, 2011, Standard & Poor's
Ratings Services lowered its corporate credit rating on Hunt
Valley, Md.-based printing company The Sheridan Group Inc. to
'CCC+' from 'B-'.

"The 'CCC+' corporate credit rating reflects Sheridan's ongoing
thin margin of compliance with its minimum EBITDA covenant," said
Standard & Poor's credit analyst Tulip Lim.  "It also reflects our
expectation of continued difficult operating conditions across the
company's niche printing segments, its vulnerability to prevailing
economic pressures, its high debt leverage, and the secular shift
away from print media."

In the April 2, 2011, edition of the TCR, Moody's Investors
Service lowered the corporate family and probability of default
ratings for The Sheridan Group, Inc., to B3 from B2 and to Caa1
from B3, respectively.   Moody's believes that Sheridan will be
able to service its debt, but the proposed capital structure
affords the company with minimal ability to reduce leverage given
expectations for modest free cash flow available for debt
reduction and weak growth prospects.


SKINNY NUTRITIONAL: Withdraws Series A Certificate of Designation
------------------------------------------------------------------
Skinny Nutritional Corp. filed a Certificate of Withdrawal of
Certificate of Designation with the Secretary of State of the
State of Nevada to withdraw the Certificate of Designation,
Preferences and Limitations of the Series A Convertible Preferred
Stock that was originally filed with the Secretary of State of the
State of Nevada on April 28, 2009, and which had created the
Series A Convertible Preferred Stock.  The Series A Preferred
Stock was mandatorily converted, by its terms, on July 6, 2009
into shares of Common Stock.  In accordance with the Certificate
of Designation of Series A Preferred Stock, from and after the
mandatory conversion date, each certificate representing shares of
Series A Preferred Stock solely represents the right to receive
the number of shares of Common Stock into which such Series A
Preferred Stock is convertible.

On Aug. 3, 2012, the Company restated, without amending, its
Articles of Incorporation.  Because the Company's Articles of
Incorporation were not amended in connection with their
restatement, the restatement of the Company's Articles of
Incorporation was authorized by action of the Board of Directors
on Aug. 3, 2012, without stockholder approval in accordance with
Section 78.403 of the Nevada Revised Statutes.  In accordance with
Section 78.403 of the Nevada Revised Statutes, the Company has
omitted the following provisions from its restated Articles of
Incorporation: (i) the names, addresses, signatures and
acknowledgements of the incorporators, (ii) the names and
addresses of the members of the past and present board of
directors, and (iii) the name and address of the resident agent of
the Company.

                      About Skinny Nutritional

Bala Cynwyd, Pa.-based Skinny Nutritional Corp. (OTC BB: SKNY.OB)
-- http://www.SkinnyWater.com/-- has developed and is marketing a
line of enhanced waters, all branded with the name "Skinny Water"
that are marketed and distributed primarily to calorie and weight
conscious consumers.

The Company reported a net loss of $7.66 million in 2011, compared
with a net loss of $6.91 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$2.15 million in total assets, $4.62 million in total liabilities,
all current, and a $2.47 million stockholders' deficit.

In its audit report for the 2011 financial statements, Marcum LLP,
in Bala Cynwyd, Pennsylvania, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company had a working capital
deficiency of $3.17 million, an accumulated deficit of
$45,492,945, stockholders' deficit of $1.74 million and no cash on
hand.  The Company had net losses of $7.67 million and $6.91
million for the years ended Dec. 31, 2011, and 2010, respectively.
Additionally, the Company is currently in arrears under its
obligation for the purchase of trademarks.  Under the agreement,
the seller of the trademarks may choose to exercise their legal
rights against the Company's assets, which includes the
trademarks.


SOLUTIA INC: S&P Wthdraws 'BB' CCR on Eastman Chemical Acquisition
------------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on Solutia
Inc., including its corporate credit rating.

"We have withdrawn our issue ratings and our corporate credit
rating on Solutia Inc. upon the completion of Eastman Chemical
Co.'s (BBB/Stable/A-2) acquisition of the company," said credit
analyst Paul Kurias. "Solutia has paid down all of its rated
debt."


SOMAXON PHARMA: Posts $2.2 Million Net Loss in Second Quarter
-------------------------------------------------------------
Somaxon Pharmaceuticals, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $2.20 million on $3.35 million of
revenue for the three months ended June 30, 2012, compared with a
net loss of $14.95 million on $6.24 million of revenue for the
same period a year ago.

For the six months ended June 30, 2012, the Company reported a net
loss of $4.32 million on $6.09 million of revenue, compared with a
net loss of $31.99 million on $8.56 million of revenue for the
same period of 2011.

The Company's balance sheet at June 30, 2012, showed
$11.94 million in total assets, $8.24 million in total
liabilities, and stockholders' equity of $3.70 million.

PricewaterhouseCoopers LLP, in San Diego, California, expressed
substantial doubt about Somaxon's ability to continue as a going
concern, following the Company's results for the fiscal year ended
Dec. 31, 2011.  The independent auditors noted that the Company
has suffered recurring losses from operations and negative cash
flows.

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

                       http://is.gd/y2Jy2k

San Diego-Calif.-based Somaxon Pharmaceuticals, Inc., is a
specialty pharmaceutical company focused on the in-licensing,
development and commercialization of proprietary branded products
and product candidates to treat important medical conditions where
there is an unmet medical need and/or high-level of patient
dissatisfaction, currently in the central nervous system
therapeutic area.


SOUTHERN OAKS: Exclusive Plan Filing Period Extended to Aug. 28
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Oklahoma has
granted Southern Oaks of Oklahoma, LLC's motion to extend its
exclusive periods to file and solicit acceptances for a proposed
chapter 11 plan until Aug. 28, 2012, and Oct. 28, respectively.

The Debtor relates that it needs additional time to negotiate with
creditors for a consensual plan; and formulate a viable, feasible
and confirmable Chapter 11 plan.

The Debtor has had discussions with certain secured creditors
regarding workout terms and has taken steps to reach agreeable
terms including the hiring of a real estate broker and entering
into forbearance terms pending liquidation of collateral.

                        About Southern Oaks

Southern Oaks of Oklahoma, LLC, owns a 126 unit apartment complex
in south Oklahoma City, 115 single family residences, 10
residential duplexes and 4 commercial properties in the Oklahoma
City Metro area and a 100 unit apartment complex in Pryor,
Oklahoma.  The Company operates the non-apartment properties by
and through an affiliate property management company, Houses For
Rent of OKC, LLC, who advertises, leases, collects rents, pays
expenses, provides equipment, labor and materials for maintenance,
repairs and makeready services.

The Company filed for Chapter 11 bankruptcy (Bankr. W.D. Okla.
Case No. 12-10356) on Jan. 31, 2012.  Judge Niles L. Jackson
presides over the case.  Ruston C. Welch, Esq., at Welch Law Firm
P.C., serves as the Debtor's counsel.  It scheduled $14,788,414 in
assets and $15,352,022 in liabilities.  The petition was signed by
Stacy Murry, manager of MBR.

Affiliates that filed separate Chapter 11 petitions are
Charlemagne of Oklahoma, LLC (Bankr. W.D. Okla. Case No. 10-13382)
on July 2, 2010; and Brookshire Place, LLC (Bankr. W.D. Okla. Case
No. 11-10717) on Feb. 23, 2011.

Southern Oaks owns a 126-unit apartment complex in south Oklahoma
City, 115 single family residences, 10 residential duplexes and 4
commercial properties in the Oklahoma City Metro area and a 100
unit apartment complex in Pryor, Oklahoma.  Southern Oaks operates
the non-apartment Properties by and through an affiliate property
management company, Houses For Rent of OKC LLC, who advertises,
leases, collects rents, pays expenses, provides equipment, labor
and materials for maintenance, repairs and make ready services.

On Jan. 12 and 27, 2012, the Debtor's ownership and operation of
the Properties was consolidated by the merger of various affiliate
entities with the Debtor being the surviving entity.  Those
entities are Southern Oaks Of Oklahoma, LLC; Quail 12, LLC; Quail
13, LLC; 1609 N.W. 47th, LLC; 2233 S.W. 29th, LLC; 400 S.W. 28th,
LLC; South Robinson, LLC; 9 on S.E. 27th, LLC; Southside 10, LLC;
QCB 08, LLC; and Prairie Village of Oklahoma, LLC.


SPEEDEMISSIONS INC: Had $75,967 Net Loss in Second Quarter
----------------------------------------------------------
Speedemissions, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $75,967 on $1.99 million of revenue for
the three months ended June 30, 2012, compared with a net loss of
$92,468 on $2.15 million of revenue for the same period last year.

For the six months ended June 30, 2011, the Company had a net loss
of $192,749 on $3.91 million of revenue, compared with a net loss
of $236,419 on $4.26 million of revenue for the same period of
2011.

The Company's balance sheet at June 30, 2012, showed $2.25 million
in total assets, $985,146 in total liabilities, $4.58 million of
Series A convertible redeemable preferred stock, and a
shareholders' deficit of $3.31 million.

The Company had an accumulated deficit of $19.27 million as of
June 30, 2012.  The Company had a working capital deficit of
$475,488 at June 30, 2012, compared to a working capital deficit
of $376,593 at Dec. 31, 2011.

As reported in the TCR on April 5, 2012, Habif, Arogeti & Wynne,
LLP, in Atlanta, Ga., expressed substantial doubt about
Speedemissions' ability to continue as a going concern, following
the Company's results for the fiscal year ended Dec. 31, 2011.
The independent auditors noted that the Company has suffered
recurring losses from operations and has a capital deficiency.

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

                       http://is.gd/ab33D3

Tyrone, Georgia-based Speedemissions, Inc., is a test-only
emissions testing and safety inspection company.


SPRINT NEXTEL: Offering $1.5 Billion of 7.000% Notes
----------------------------------------------------
Sprint Nextel Corporation filed with the U.S. Securities and
Exchange Commission a free writing prospectus relating to its
offering of $1,500,000,000 aggregate principal amount of 7.000%
Notes due 2020.

Joint Book-Running Managers are:      

            J.P. Morgan Securities LLC
            Deutsche Bank Securities Inc.
            Barclays Capital Inc.
            Merrill Lynch, Pierce, Fenner & Smith Incorporated
            Citigroup Global Markets Inc.
            Goldman, Sachs & Co.

Credit Suisse Securities (USA) LLC, Scotia Capital (USA) Inc., and
Wells Fargo Securities, LLC, serve as senior co-managers.  The
Williams Capital Group, L.P., is the co-manager.

A copy of the FWP is available for free at http://is.gd/pq0o1Z

                        About Sprint Nextel

Overland Park, Kan.-based Sprint Nextel Corp. (NYSE: S)
-- http://www.sprint.com/-- is a communications company offering
a comprehensive range of wireless and wireline communications
products and services that are designed to meet the needs of
individual consumers, businesses, government subscribers and
resellers.

The Company's balance sheet at June 30, 2012, showed $49.02
billion in total assets, $39.79 billion in total liabilities and
$9.22 billion in total shareholders' equity.

                           *     *     *

In February 2012, Moody's Investors Service assigned a B3 rating
to Sprint Nextel's proposed offering of Senior Unsecured Notes and
a Ba3 rating to Sprint's proposed offering of Junior Guaranteed
Unsecured Notes.  The proceeds will be used for general corporate
purposes, the repayment of existing debt, network expansion and
modernization, and the potential funding of Clearwire.  All of
Sprint's ratings remain on review for possible downgrade,
including those assigned and the company's B1 corporate family
rating and B1 probability of default rating.

Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '2' recovery rating to Sprint's proposed $1 billion of
senior guaranteed notes due 2020. These notes have subordinated
guarantees from all the subsidiaries that guarantee the existing
$2.25 billion revolving credit facility. The '2' recovery rating
indicates expectations for substantial (70% to 90%) recovery in
the event of payment default.

As reported by the TCR on Aug. 8, 2012, Fitch Ratings affirms,
among other things, the Issuer default rating (IDR) of Sprint
Nextel and its subsidiaries at 'B+'.  The ratings for Sprint
reflect the ongoing execution risk both operationally and
financially regarding several key initiatives that the company
expects will improve cash generation, network performance and
longer-term profitability.


STEREOTAXIS INC: Files Form 10-Q; Posts $2.8MM Net Income in Q2
---------------------------------------------------------------
Stereotaxis, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $2.80 million on $10.51 million of total revenue for the three
months ended June 30, 2012, compared with a net loss of $9.69
million on $11.60 million of total revenue for the same period a
year ago.

The Company reported a net loss of $3 million on $22.79 million of
total revenue for the six months ended June 30, 2012, compared
with a net loss of $19.24 million on $21.82 million of total
revenue for the same period during the prior year.

The Company's balance sheet at June 30, 2012, showed $36.61
million in total assets, $50.09 million in total liabilities and a
$13.47 million total stockholders' deficit.

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

                        http://is.gd/Fadqw2

                         About Stereotaxis

Based in St. Louis, Mo., Stereotaxis, Inc., designs, manufactures
and markets the Epoch Solution, which is an advanced remote
robotic navigation system for use in a hospital's interventional
surgical suite, or "interventional lab", that the Company believes
revolutionizes the treatment of arrhythmias and coronary artery
disease by enabling enhanced safety, efficiency and efficacy for
catheter-based, or interventional, procedures.

For the year ended Dec. 31, 2011, Ernst & Young LLP, in St. Louis,
Missouri, expressed substantial doubt about Stereotaxis' ability
to continue as a going concern.  The independent auditors noted
that the Company has incurred recurring operating losses and has a
working capital deficiency.

The Company reported a net loss of $32.0 million for 2011,
compared with a net loss of $19.9 million for 2010.


T3 MOTION: Rod Keller Appointed to Board of Directors
-----------------------------------------------------
T3 Motion, Inc.'s Board of Directors appointed Rod Keller Jr. as a
member of the Company's Board of Directors.  Mr. Keller is
currently the Chief Executive Officer of the Company and the
appointment was a condition of his employment as described in his
employment agreement, which included a clause that Mr. Keller be
appointed as a Director within 120 days of his April 9, 2012,
start date.

Mr. Keller has not been appointed to any committees of the Board
of Directors and he is not expected to be appointed to any
committee of the Board of Directors.  Mr. Keller will receive no
compensation for his service as a Director of the Company other
than his compensation as Chief Executive Officer as described in
his employment letter.

On Aug. 6, 2012, the Company amended its bylaws to expand the
Company's Board of Directors from five Directors to seven
Directors.  Section 3.02 of Article III of the Bylaws was amended
in its entirety to read as follows:

    "Section 3.02 NUMBER AND TERM.  The authorized number of
     directors of the Corporation shall be established from time
     to time by the Board.  Until changed by an amendment to this
     Section 3.02, the authorized number of directors of the
     Corporation shall be seven (7).  Directors need not be
     stockholders of the Corporation.  Each director shall hold
     office until a successor is elected and qualified or until
     the director resigns or is removed.

               JMJ Note Due Date Extended to Aug. 10

T3 Motion entered into a Securities Purchase Agreement with JMJ
Financial on July 10, 2012.  In connection with the Purchase
Agreement, the Company and JMJ also entered into a Secured
Promissory Note Agreement and a Security Agreement.  Pursuant to
the terms and subject to the conditions set forth in the Purchase
Agreement, JMJ provided a senior secured bridge loan to the
Company in the aggregate principal amount of $275,000.  Pursuant
to the terms of the Security Agreement, the Loan is secured by all
assets of the Company.  JMJ delivered net proceeds to the Company
in the amount of $250,000.  The Note was originally due 21 days
following receipt of the net proceeds, or July 31, 2012, but the
parties amended the due date of the Note to Aug. 7, 2012.

On Aug. 7, 2012, the Company and JMJ entered into an amendment
which extended the due date of the Note until Aug. 10, 2012.

                          About T3 Motion

Costa Mesa, Calif.-based T3 Motion, Inc., develops and
manufactures T3 Series vehicles, which are electric three-wheel
stand-up vehicles that are directly targeted to the public safety
and private security markets.

After auditing the 2011 results, KMJ Corbin & Company LLP, in
Costa Mesa, California, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred significant operating
losses and has had negative cash flows from operations since
inception, and at Dec. 31, 2011, has an accumulated deficit of
$54.9 million.

The Company reported a net loss of $5.50 million in 2011, compared
with a net loss of $8.32 million in 2010.

The Company's balance sheet at March 31, 2012, showed $3.37
million in total assets, $2.47 million in total liabilities and
$903,439 in total stockholders' equity.


TELECONNECT INC: Kees Lenselink Resigns from Board of Directors
---------------------------------------------------------------
Mr. Kees Lenselink has resigned from his position on the Board of
Directors of Teleconnect Inc. as well as from his position on the
Audit Committee effective Aug. 8, 2012.  Mr. Lenselink had been
appointed to these positions effective Oct. 8, 2010.

As Mr. Lenslink indicates in his letter of resignation, his duties
on other Boards of Directors are requesting more of his time than
expected and as such has resigned from his duties with
Teleconnect, though he will continue to be a supportive
shareholder.

                      About Teleconnect Inc.

Based in Breda, in The Netherlands, Teleconnect Inc. (OTC BB:
TLCO) Teleconnect Inc. (initially named Technology Systems
International Inc.) was incorporated under the laws of the State
of Florida on November 23, 1998.

Serving as a telecommunications service provider in Spain for
almost 9 years, the Company never fully reached expectations and
decided late in 2008 to change its course of business.  In
November 2009, 90% of the Company's telecommunication business was
sold to a Spanish group of investors, and on October 15, 2010, the
Company completed the acquisition of Hollandsche Exploitatie
Maatschappij BV (HEM), a Dutch entity established in 2007.  HEM's
core business involves the age validation of consumers when
purchasing products which cannot be sold to minors, such as
alcohol or tobacco.  The Company regards this age validation
business as its new strategic direction.  The Dutch companies
acquired in 2007 (Giga Matrix, The Netherlands, 49% and Photowizz,
The Netherlands, 100%) are considered to function complementary to
this new service offering.

Through the purchase of HEM and its ownership in Photowizz and
Giga Matrix the Company now controls all four pillars under its
business model: the manufacturing and leasing of electronic age
validation equipment, the performance of age validation
transactions remotely, the performance of market surveys and the
broadcasting of in-store commercial messages using the age
validation equipment in between age checks.

Coulter & Justus, P.C., in Knoxville, Tenn., expressed substantial
doubt about the Company's ability to continue as a going concern
following the fiscal 2011 financial results.  The independent
auditors noted that the Company has suffered recurring losses from
operations and has a net capital deficiency in addition to a
working capital deficiency.

The Company reported a net loss of $3.26 million on $112,722 of
sales for the fiscal year ended Sept. 30, 2011, compared with net
income of $1.97 million on $254,446 of sales during the prior
year.

The Company's balance sheet at March 31, 2012, showed
$7.21 million in total assets, $11.08 million in total
liabilities, all current, and a $3.87 million total stockholders'
deficit.


TELIK INC: Had $2.05 Million Net Loss in Second Quarter
-------------------------------------------------------
Telik, Inc., filed its quarterly report on Form 10-Q, reporting a
net loss of $2.05 million for the three months ended June 30,
2012, compared with a net loss of $3.00 million for the same
period last year.

For the six months ended June 30, 2012, the Company had a net loss
of $4.33 million, compared with a net loss of $6.67 million for
the same period in 2011.

The Company did not record any revenues for the three and six
months ended June 30, 2012, or in 2011.  According to the
regulatory filing, future non-product revenues, if any, will
depend upon the extent to which it enters into new collaborative
research agreements and the amounts of payments relating to such
agreements.

As of June 30, 2012, Telik had an accumulated deficit of
$544.66 million.

The Company's balance sheet at June 30, 2012, showed $8.75 million
in total assets, $3.20 million in total liabilities, and
stockholders' equity of $5.55 million.

In its report on Telik's financial statements for the year ended
Dec. 31, 2011, Ernst & Young LLP, in San Jose, California said the
Company's recurring losses from operations, available cash, cash
equivalents and investments and accumulated deficit raise
substantial doubt about its ability to continue as a going
concern.

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

                       http://is.gd/pc9v0u

Telik, Inc., headquartered in Palo Alto, Calif., was incorporated
in the state of Delaware in October 1988.  The Company is engaged
in the discovery and development of small molecule therapeutics.


THOMPSON CREEK: S&P Lowers CCR to 'CCC+' on Weak Performance
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Denver-based molybdenum miner Thompson Creek
Metals Co. to 'CCC+' from 'B-'.

Standard & Poor's also lowered its issue-level rating on the
company's senior secured credit facility to 'B' from 'B+'. The
recovery rating on the senior secured credit facility is unchanged
at '1'. In addition, Standard & Poor's lowered its issue-level
rating on the company's senior unsecured debt to 'CCC' from
'CCC+'. The '5' recovery rating on the senior unsecured notes is
unchanged.

Finally, Standard & Poor's removed all its ratings on the company
from CreditWatch, where they had been placed with negative
implications July 11, 2012. The outlook is negative.

"These rating actions follow Thompson Creek's announcement of
weaker production and higher cost expectations through next year,"
said Standard & Poor's credit analyst Donald Marleau.

"The ratings on Thompson Creek reflect what Standard & Poor's
views as the company's highly leveraged financial risk profile,
characterized by a heavy debt burden and less-than-adequate
liquidity. We view the company's business risk profile as
vulnerable due to its reliance on volatile molybdenum prices,
which are weakening during a phase of large capital expenditures;
limited operating diversity; and the capital intensity of its
operations. Partially offsetting these factors, in Standard &
Poor's opinion, are the company's better-than-average, long-term
cost profile and long reserve lives at its two operating mines,"
S&P said.

"The negative outlook reflects our view that Thompson Creek's weak
operating margins could drain previously arranged funding sources
set up to support the large capital requirements at Mt. Milligan.
We assume that, with a US$13.00 per pound molybdenum price in the
next 12 months, funds from operations could decline to essentially
breakeven levels with a debt-to-EBITDA leverage ratio greater than
10x," S&p said.

"We could lower the ratings further should Thompson's financial
flexibility continue to tighten in the next several quarters due
to a combination of contracting margins and additional capital
spending increases at Mt. Milligan," S&P said.

"A revision to stable is unlikely in the near term, given Thompson
Creek's rising debt burden, exposure to volatile molybdenum
prices, and large capital expenditures in the next 12-18 months.
However, one could occur if molybdenum prices increase sustainably
above US$17.00 per pound thereby pushing EBITDA to about US$200
million, likely supporting adequate liquidity and a debt-to-EBITDA
leverage ratio below 5x," S&P said.


TITAN PHARMACEUTICALS: Incurs $1.7MM Net Loss in Second Quarter
---------------------------------------------------------------
Titan Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss and comprehensive loss of $1.72 million on $1.36
million of total revenue for the three months ended June 30, 2012,
compared with a net loss and comprehensive loss of $6.98 million
on $695,000 of total revenue for the same period during the prior
year.

The Company reported a net loss and comprehensive loss of $6.88
million on $2.63 million of total revenue for the six months ended
June 30, 2012, compared with a net loss and comprehensive loss of
$11.50 million on $1.64 million of total revenue for the same
period a year ago.

Titan Pharmaceuticals' balance sheet at June 30, 2012, showed
$10.05 million in total assets, $33.04 million in total
liabilities and a $22.99 million total stockholders' deficit.

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

                        http://is.gd/Iw59X5

                    About Titan Pharmaceuticals

South San Francisco, California-based Titan Pharmaceuticals, Inc.,
is a biopharmaceutical company developing proprietary therapeutics
primarily for the treatment of central nervous system disorders.

Following the 2011 results, OUM & Co. LLP, in San Francisco,
California, expressed substantial doubt about Titan
Pharmaceuticals' ability to continue as a going concern.  The
independent auditors noted that the Company's cash resources will
not be sufficient to sustain its operations through 2012 without
additional financing, and that the Company also has suffered
recurring operating losses and negative cash flows from
operations.


TOLLAND PARTNERS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Tolland Partners, LLC (a Tennessee LLC)
        306 CR 1094
        Oxford, MS 38655

Bankruptcy Case No.: 12-13311

Chapter 11 Petition Date: August 10, 2012

Court: United States Bankruptcy Court
       Northern District of Mississippi (Aberdeen)

Debtor's Counsel: Joyce Freeland, Esq.
                  FREELAND & FREELAND
                  P.O. Box 269
                  Oxford, MS 38655
                  Tel: (678) 428-7849
                  E-mail: joyce@freelandlawfirm.com

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

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 Roger Wolcott, member/manager.


TRANS-LUX CORP: Phases Out Executive Vice President Position
------------------------------------------------------------
Trans-Lux Corporation eliminated the position of Executive Vice
President, held by Mr. Konstantinos Ktistakis, effective Aug. 10,
2012.  The Company's decision to eliminate that position was not
due to any disagreement with Mr. Ktistakis.

                    About Trans-Lux Corporation

Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a
designer and manufacturer of digital signage display solutions for
the financial, sports and entertainment, gaming and leasing
markets.

The Company reported a net loss of $1.42 million in 2011, compared
with a net loss of $7.03 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$26.72 million in total assets, $24.45 million in total
liabilities, $6.13 million in redeemable convertible preferred
stock, and a $3.86 million total stockholders' deficit.


TRANSWITCH CORPORATION: Has $6 Million Net Loss in Second Quarter
-----------------------------------------------------------------
TranSwitch Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $6.00 million on $3.83 million of net
revenues for the three months ended June 30, 2012, compared with a
net loss of $3.00 million on $7.05 million of net revenues for the
same period a year earlier.

For the six months ended June 30, 2012, the Company had a net loss
of $12.08 million on $7.51 million of net revenues, compared with
a net loss of $6.15 million on $15.28 million of net revenues for
the same period in 2011.

The Company's balance sheet at June 30, 2012, showed
$19.18 million in total assets, $15.62 million in total
liabilities, and stockholders' equity of $3.56 million.

According to the regulatory filing, the Company has incurred
significant operating losses and has used cash in its operating
activities for the past several years.  Operating losses have
resulted from inadequate sales levels for the cost structure.  As
of June 30, 2012, the Company has negative working capital of
approximately $4.2 million.  In addition, the Company has
outstanding indebtedness to Bridge Bank under its lending facility
of $0.7 million.

"The Company's current forecast projects that, absent an infusion
of capital, it will be unable to meet its current obligations
through June 30, 2013.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern."

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

                       http://is.gd/sP8KhW

Shelton, Connecticut-based TranSwith Corporation designs, develops
and supplies innovative integrated circuit (IC) and intellectual
property (IP) solutions that provide core functionality for voice,
data and video communications equipment for network, enterprise
and customer premises applications.  It provides integrated multi-
core network processor System-on-a-Chip (SoC) solutions and
software solutions for Fixed, 3G and 4G Mobile, VoIP and
Multimedia Infrastructures.  For the customer-premises market, it
offers interoperable connectivity solutions that provide a bridge
between HDMI and DisplayPort and enable the distribution and
presentation of high-definition (HD) content for consumer
electronics, and personal computer markets and also provide a
family of communications processors that provide best-in-class
performance for a range of applications.  Overall, the Company has
over 100 active customers, including the leading global telecom
equipment providers, semiconductor and consumer product companies.




TRAVELPORT HOLDINGS: Files Form 10-Q; Incurs $20MM Loss in Q2
-------------------------------------------------------------
Travelport Limited filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributable to the Company of $20 million on $506 million of net
revenue for the three months ended June 30, 2012, compared with
net income attributable to the Company of $306 million on $530
million of net revenue for the same period a year ago.

The Company reported a net loss attributable to the Company of $31
million on $1.05 billion of net revenue for the six months ended
June 30, 2012, compared with net income attributable to the
Company of $283 million on $1.06 billion of net revenue for the
same period during the prior year.

The Company's balance sheet at June 30, 2012, showed $3.33 billion
in total assets, $4.32 billion in total liabilities and a $988
million in total deficit.

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

                        http://is.gd/q2RuZI

                     About Travelport Holdings

Travelport Holdings is the direct parent of Travelport Limited, is
a broad-based business services company and a leading provider of
critical transaction processing solutions to companies operating
in the global travel industry.  With a presence in 160 countries
and approximately 3,500 employees, Travelport is comprised of the
global distribution system (GDS) business, which includes the
Galileo and Worldspan brands and its Airline IT Solutions
business, which hosts mission critical applications and provides
business and data analysis solutions for major airlines.

Travelport also owns approximately 48% of Orbitz Worldwide (NYSE:
OWW), a leading global online travel company.  Travelport is a
private company owned by The Blackstone Group, One Equity
Partners, Technology Crossover Ventures, and Travelport
management.

Travelport Holdings Limited is a holding company with no direct
operations.  Its principal assets are the direct and indirect
equity interests it holds in its subsidiaries, including
Travelport Limited.

                          *     *     *

As reported by the TCR on Oct. 10, 2011, Standard & Poor's Ratings
Services lowered its long-term corporate credit ratings on travel
services provider Travelport Holdings Limited (Travelport
Holdings) and indirect subsidiary Travelport LLC (Travelport) to
'SD' (selective default) from 'CC'.

The downgrades follow the implementation of a capital
restructuring, which was necessary because of the Travelport
group's high leverage, weak liquidity, and the upcoming maturity
of its $693 million (as of end-June 2011) PIK loan in March 2012.
"According to our criteria, we view this restructuring as a
distressed exchange and tantamount to a default (see 'Rating
Implications Of Exchange Offers And Similar Restructurings,
Update,' published May 12, 2009, on RatingsDirect on the Global
Credit Portal)," S&P related.


TRI-VALLEY CORP: Meeting to Form Panel Set for Aug. 20
------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on Aug. 20, 2012, at 10:00 a.m. in
the bankruptcy case of Tri-Valley Corporation, et al. The meeting
will be held at:

         J. Caleb Boggs Federal Building
         844 King Street, Room 5209
         Wilmington, DE 19801

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

                         About Tri-Valley

Tri-Valley Corporation (OTQCB: TVLY) --
http://www.tri-valleycorp.com/-- explores for and produces oil
and natural gas in California and has two exploration-stage gold
properties in Alaska.

K&L Gates LLP serves as bankruptcy counsel.  Attorneys at Landis
Rath & Cobb LLP serve as Delaware and conflicts counsel.  The
Debtors have tapped Epiq Bankruptcy Solutions, LLC, as claims
agent.


TRIAD GROUP: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Triad Group, Inc.
        700 West North Shore Drive
        Hartland, WI 53029

Bankruptcy Case No.: 12-31923

Chapter 11 Petition Date: August 9, 2012

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

Debtor's Counsel: Steven H. Silton, Esq.
                  HINSHAW & CULBERTSON LLP
                  333 South Seventh Street, Suite 2000
                  Minneapolis, MN 55402
                  Tel: (612) 333-3434
                  E-mail: ssilton@hinshawlaw.com
                          akulbeik@hinshawlaw.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/wieb12-31923.pdf

The petition was signed by Donna Petroff, chief financial officer.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
H&P Industries, Inc.                  12-31924            08/09/12


UNI-PIXEL INC: Selling 3 Million Common Shares at $5.25 Apiece
--------------------------------------------------------------
UniPixel, Inc., announced the pricing of its public offering of
common stock at a price to the public of $5.25 per share.  The
size of the offering has been increased from 3,000,000 shares to
3,107,665 shares.  Of the shares being offered, the Company is
offering 2,070,585 shares and two of its stockholders, The Altar
Rock Fund Liquidating Trust and The Raptor Global Portfolio
Liquidating Trust, are offering an aggregate 1,037,080 shares.  In
addition, the Company has granted the underwriter a 30-day option
to purchase up to an additional 450,000 shares of common stock
from the Company to cover over-allotments, if any.  The Company
intends to use the net proceeds from the offering for working
capital and general corporate purposes.  The Company will not
receive any of the proceeds from the sale of shares by the selling
stockholders.

Craig-Hallum Capital Group LLC is the sole book-running manager
for the offering.

This offering is being conducted pursuant to a shelf registration
statement that was declared effective by the U.S. Securities and
Exchange Commission on June 8, 2012.  The offering is being made
only by means of a prospectus supplement and accompanying
prospectus, forming an effective part of the registration
statement.

                       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.

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.


UNIGENE LABORATORIES: Incurs $5.4 Million Net Loss in 2nd Quarter
-----------------------------------------------------------------
Unigene Laboratories, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $5.47 million on $2.73 million of revenue for the
three months ended June 30, 2012, compared with a net loss of
$8.43 million on $2.46 million of revenue for the same period
during the prior year.

The Company reported a net loss of $11.49 million on $4.48 million
of revenue for the six months ended June 30, 2012, compared with a
net loss of $15.08 million on $4.59 million of revenue for the
same period a year ago.

The Company's balance sheet at June 30, 2012, showed $11.69
million in total assets, $77.56 million in total liabilities and a
$65.87 million total stockholders' deficit.

The European Medicine's Agency Committee for Medicinal Products
for Human Use (CHMP), issued a report concluding that there was
evidence of a small increased risk of cancer with long-term use of
current calcitonin medications approved and commercially available
in Europe since 1973 and calling for curtailment of calcitonin
usage.

Ashleigh Palmer, Unigene's President and CEO, commented, "The
EMA's unexpected recommendation regarding calcitonin-containing
products is proving to be an untimely and crucial setback for the
Company and our 2012 goal of addressing our substantial inherited
debt.  Prior to the EMA announcement, Management had been working
exhaustively to restructure the balance sheet and recapitalize the
Company.  Indeed, we were making excellent progress in that
regard, having reached a second quarter settlement agreement with
the Founders and had entered into negotiations with Victory Park
Capital with the intent to restructure their debt.  Regrettably,
the EMA recommendation has impacted our calcitonin-related
business opportunities, and as a result, our discussions with
Victory Park Capital.  Under these circumstances, the prospect of
our being able to complete the settlement of the Founders' debt in
September has become extremely unlikely."

                        Bankruptcy Warning

Under the Company's amended and restated March 2010 financing
agreement with Victory Park Management, LLC, so long as the
Company's outstanding note balance is at least $5,000,000, the
Company must maintain a minimum cash balance equal to at least
$2,500,000 and its cash flow must be at least $2,000,000 in any
fiscal quarter or $7,000,000 in any three consecutive quarters.

"Without additional financing, we will not be able to maintain a
minimum cash balance of $2,500,000, or maintain an adequate cash
flow, in order to avoid default in periods subsequent to September
30, 2012," the Company said in its quarterly report for the period
ended June 30, 2012.  "As a result, we will be in default under
the financing agreement, which would result in the full amount of
our debt owed to Victory Park becoming immediately due and
payable.  Even if we are able to raise cash and maintain a minimum
cash balance of at least $2,500,000 through the March 2013
maturity date, there is no assurance that the notes will be
converted into common stock, in which case, we may not have
sufficient cash from operations or from new financings to repay
the Victory Park debt when it comes due.  There can be no
assurance that new financings will be available on acceptable
terms, if at all.  In the event that we default, Victory Park
could retain control of the Company and will have the ability to
force us into involuntary bankruptcy and liquidate our assets."

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

                        http://is.gd/eY1zCt

                            About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

Unigene reported a net loss of $17.92 million in 2011, a net loss
of $27.86 million in 2010, and a net loss of $13.38 million in
2009.

Grant Thornton LLP, in New York, expressed substantial doubt about
the Company's ability to continue as a going concern following the
2011 financial results.  The independent auditors noted that the
Company has incurred a net loss of $17,900,000 during the year
ended Dec. 31, 2011, and, as of that date, has an accumulated
deficit of approximately $189,000,000 and the Company's total
liabilities exceeded total assets by $55,138,000.


US FIDELIS: Judge to Confirm Committee's Liquidating Plan
---------------------------------------------------------
The bankruptcy court in St. Louis, Missouri, is confirming the
Chapter 11 Plan of Liquidation proposed by the Official Committee
of Unsecured Creditors for US Fidelis Inc., the Committee's
counsel told the Troubled Company Reporter.

"The Judge announced at the conclusion of the hearing that it
intended to enter an order confirming the Plan.  He and his clerk
are reviewing the proposed orders that were submitted at the
conclusion of the hearing.  I've been told to expect that an order
will be entered in a week or so," David A. Warfield, Esq., at
Thopmson Cobourn LLP, told the TCR.

The Plan confirmation hearing was held July 16.

"The biggest issue surrounding confirmation was the scope and
extent of the third party releases in the Plan," Mr. Warfield
said.

The Creditors Committee filed a Chapter 11 Plan of Liquidation for
the Debtor that is based on a global settlement with the Debtors,
the unsecured creditors, and WARN litigation claimants, among
other key parties.

A copy of the Plan dated June 5, 2012, is available at:

   http://bankrupt.com/misc/US_Fidelis_Comm_Plan_060512.pdf

According to a July 13 document, the institutional creditors who
had actively participated in the Chapter 11 case, including Mepco
Financial Corporation and Warrantech Corporation, supported the
Plan, as did the majority of the states attorneys general,
including the California Attorney General.  No state attorney
general opposed confirmation, and neither did the Office of the
United States Trustee.

Four individual consumer creditors conveyed objections to the
Plan.  The first, Robert Schulz, filed pro se an objection.  The
remaining three are individuals from California -- named
plaintiffs in a U.S. District Court action against Mepco pending
in the Northern District of California.

The Creditors Committee on July 13 obtained approval from Judge
Charles E. Rendlen to amend the Plan to change the treatment of
the claims alleged against the estate by the objectors.
Specifically, the Creditors Committee is creating a new class for
the Objectors' claims and to pay in full their claims (totaling
the nominal amount of $11,205) upon the Plan effective date.  As a
result of the changes, the judge held that the objectors are now
in an unimpaired class and therefore lacked standing to object to
the Plan.

"None of [the individual objectors] showed up at the confirmation
hearing or prosecuted their objections," Mr. Warfield said.

The Creditors Committee expects the Plan to become effective
within 30 days of the court entering the confirmation order.

The Creditors Committee is represented by:

         David A. Warfield, Esq.
         Brian W. Hockett, Esq.
         THOMPSON COBURN LLP
         One US Bank Plaza, Suite 2600
         St. Louis, MO 63101
         Telephone: (314) 552-6000
         Telecopier: (314-552-7000
         E-mail: bhockett@thompsoncoburn.com
                 dwarfield@thompsoncoburn.com

                         About US Fidelis

Wentzville, Missouri-based US Fidelis, Inc., was a marketer of
vehicle service contracts developed by independent and unrelated
companies.  It stopped writing new business in December 2009.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Mo. Case No. 10-41902) on March 1, 2010.  Brian T. Fenimore,
Esq., Crystanna V. Cox, Esq., James Moloney, Esq, at Lathrop &
Gage L.C., in Kansas City, Mo.; and Laura Toledo, Esq., at Lathrop
& Gage, in Clayton, Mo., advise the Debtor.  GCG, Inc., is the
consumer claims and noticing agent.

Allison E. Graves, Esq., Brian Wade Hockett, Esq., and David A.
Warfield, Esq., at Thompson Coburn LLP, in St. Louis, Mo.,
represent the Official Unsecured Creditors Committee.

The Company scheduled assets of $74.4 million and liabilities of
$25.8 million as of the petition date.


USI HOLDINGS: Moody's Rates $10MM Incremental Term Loan 'B1'
------------------------------------------------------------
Moody's Investors Service has assigned a B1 rating to USI Holdings
Corporation's (USI - corporate family rating B3, probability of
default rating B3) proposed incremental $100 million borrowing
under the accordion feature of its senior secured term loan. The
company plans to use net proceeds for general corporate purposes,
including potential acquisitions. The proposed borrowing does not
affect USI's corporate family rating or its debt ratings, which
include a B1 rating on senior secured credit facilities, a Caa1
rating on senior unsecured notes and a Caa2 rating on subordinated
notes. The rating outlook for USI is stable.

Ratings Rationale

USI's ratings reflect its favorable market position, its good
balance of property & casualty (P&C) insurance and employee
benefits business, and its ability to cross-sell various products
to strengthen client relationships. These strengths are offset by
the company's high financial leverage, although this has improved
somewhat in recent years, and by the integration risk and
contingent exposures associated with its acquisition strategy.

USI's ability to absorb the incremental borrowing at its current
rating level reflects the firm's relatively strong operating
margins and EBITDA growth over the past few years. Giving effect
to the proposed incremental borrowing, Moody's estimates that
USI's pro forma adjusted debt-to-EBITDA ratio for the 12 months
through March 2012 was in the range of 6.5x-7x, and the firm's
adjusted EBITDA coverage of interest was in the range of 2x-2.25x.
The pro forma leverage ratio is weak for USI's rating category,
but it is tempered by a large pro forma cash position associated
with the incremental borrowing and by borrowing capacity under a
revolving credit facility ($96 million available at March 31,
2012). Moody's expects that proceeds from such borrowings would be
deployed over time for EBITDA-enhancing acquisitions.

USI's pro forma financing arrangement as of March 31, 2012,
included a $100 million senior secured revolving credit facility
maturing in 2013 (rated B1 - $4 million outstanding for letters of
credit), a $721 million senior secured term loan due in 2014
(rated B1 - includes the proposed incremental borrowing of $100
million), $225 million of senior unsecured notes due in 2014
(rated Caa1) and $175 million of subordinated notes due in 2015
(rated Caa2).

Factors that could lead to an upgrade of USI's ratings include:

   (i) adjusted (EBITDA -- capex) coverage of interest
       consistently above 2x,

  (ii) adjusted free-cash-flow-to-debt ratio consistently above
       5%, and

(iii) adjusted debt-to-EBITDA ratio below 5.5x.

Factors that could lead to a downgrade of USI's ratings include:

   (i) adjusted (EBITDA -- capex) coverage of interest below
       1.2x,

  (ii) adjusted free-cash-flow-to-debt ratio below 2%, or

(iii) adjusted debt-to-EBITDA ratio above 8x.

Moody's has assigned the following rating (and loss given default
(LGD) assessment):

  Incremental senior secured term loan B1 (LGD3, 30%).

Giving effect to the proposed incremental borrowing, USI's ratings
(and revised LGD assessments) include the following:

  Corporate family rating B3;

  Probability of default rating B3;

  Secured revolving credit facility due May 2013 rated B1 (to
  LGD3, 30% from LGD2, 28%);

  Senior secured term loan due May 2014 rated B1 (to LGD3, 30%
  from LGD2, 28%);

  Senior unsecured notes due November 2014 rated Caa1 (to LGD5,
  78% from LGD5, 76%);

  Subordinated notes due May 2015 rated Caa2 (to LGD6, 93% from
  LGD6, 92%).

Based in Briarcliff Manor, New York, USI ranks among the 10
largest US insurance brokers in terms of revenues. Through
subsidiaries across the US, the company distributes P&C insurance
and employee benefits products to small and mid-sized businesses.
For the twelve months through March 2012, USI reported total
revenues of $668 million and net income of $14 million.
Stockholders' equity was $225 million as of March 31, 2012.

The principal methodology used in this rating was Moody's Global
Rating Methodology for Insurance Brokers & Service Companies
published in February 2012.


USI HOLDINGS: S&P Rates $100MM Incremental Sr. Sec. Term Loan 'B'
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' (one notch
above the 'B-' counterparty credit rating) senior secured debt
rating and '2' recovery rating to USI Holdings Corp.'s planned
$100 million incremental senior secured term loan due in May 2014.
"At the same time, we affirmed our 'B-' long-term counterparty
credit rating on USI, as well as our 'B' issue-level rating and
'2' recovery rating on USI's existing senior secured facilities,
and our 'CCC' issue-level rating and '6' recovery on USI's
unsecured facilities. The outlook is positive," S&P said.

"The affirmation and positive outlook reflect our belief that the
company's credit profile will remain within our previously stated
expectations for 2012 despite the increased debt burden (total
debt increases by approximately 10% following the new issuance).
USI will issue the $100 million incremental term loan through an
accordion feature on its existing senior secured credit facility,
and plans ultimately to use the proceeds of the new debt issuance
for general corporate purposes including acquisitions," S&P said.

"The counterparty credit rating on USI reflects its limited
financial flexibility because of a highly levered capital
structure, a low-quality balance sheet with negative tangible net
worth, and operating performance that, although improving, has
historically lagged peers' and has been hurt by frequent
extraordinary charges. Somewhat offsetting these weaknesses are
USI's earnings diversification and encompassing product placement
through its property/casualty, employee benefits, and specialized
benefits divisions. Moreover, USI benefits from an enhanced
competitive position through expansion of its national footprint,
primarily from acquisitions. Lastly, the company's emphasis on
organic growth and improving operating efficiencies has begun to
bolster results," S&P said.

"The outlook is positive. We believe that with its business
initiatives during the past three years, USI has positioned itself
to begin to display tangible organic revenue improvements and
earnings growth. We expect USI's organic revenue in 2012 to be
modestly positive (low single digits) as a result of favorable new
business and retention trends, the company's strategic initiatives
and producer investments, and a neutral to positive impact from
rate and exposure trends in the company's markets. Total revenue
growth will likely be in the high single digits, as the company
supplements positive organic traction with acquisition-related
growth. Furthermore, we expect the company's EBITDA margins
(excluding earn-out payments) to continue to exceed 25% and for
the company to demonstrate margin improvement as it continues to
focus on synergies and expense savings. EBITDA coverage likely
will be 2x or higher as earnings growth and cost savings from more
favorable interest rate hedging agreements (which the company
entered into in third-quarter 2011) offset the increased interest
burden from the new incremental issuance. We expect continued de-
levering throughout 2012 with a debt-to-adjusted trailing-12-
months EBITDA ratio of approximately 6.5x or less (or less than 6x
excluding earn outs). Finally, we expect USI to have positive cash
flow, and we believe that it will be able to meet its restrictive
covenants in the near to medium term," S&P said.

"We would consider raising the rating during the next 12 months if
the company continues to display favorable operating and financial
performance in 2012. The company could demonstrate this by posting
positive organic revenue growth as a result of favorable new
business and retention trends and sound market fundamentals; and
EBITDA growth through sustained margin improvements, fewer
recurring charges, and selective strategic acquisitions. EBITDA
coverage of more than 2x and a sustainable debt-to-adjusted EBITDA
ratio (excluding expected earn-out payments) of less than 6x would
also likely be needed for us to consider raising the rating. We
could lower the ratings if the company's revenue and profitability
fall short of our expectations because of the unsuccessful
execution of recent strategic initiatives, a negative market
impact, or more aggressive financial management. A covenant
cushion of less than 10%, weak liquidity, or debt leverage of more
than 8x would also likely precipitate a downgrade," S&P said.


VALENCE TECHNOLOGY: Incurs $3.8-Mil. Net Loss in June 30 Quarter
----------------------------------------------------------------
Valence Technology, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $3.79 million on $10.97 million of revenue for the
three months ended June 30, 2012, compared with a net loss of
$3.09 million on $14.08 million of revenue for the same period a
year ago.

The Company's balance sheet at June 30, 2012, showed $32.12
million in total assets, $86.95 million in total liabilities,
$8.61 million in redeemable convertible preferred stock, and a
$63.44 million total stockholders' deficit.

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

                       http://is.gd/ZJ1YSp

                    About Valence Technology

Valence Technology, Inc., filed a Chapter 11 petition (Bankr. W.D.
Tex. Case No. 12-11580) on July 12, 2012, in its home-town in
Austin.  Founded in 1989, Valence develops lithium iron magnesium
phosphate rechargeable batteries.  Its products are used in hybrid
and electric vehicles, as well as hybrid boats and Segway personal
transporters.

The Debtor disclosed debt of $82.6 million and assets of $31.5
million as of March 31, 2012.  It owes $35 million in loans to
affiliates of Chairman Carl E. Berg, about $34 million in interest
on those loans, and $3 million on a third-party loan.  The company
also owes about $9 million on two series of convertible preferred
stock held by Berg affiliates and has $11 million in trade debt
and accrued expenses.  Mr. Berg and related entities own 44.4% of
the shares.  ClearBridge Advisors, LLC owns 5.5%.

Valence expects to complete its restructuring during 2012.

Judge Craig A. Gargotta presides over the case.  The Company is
being advised by Streusand, Landon & Ozburn, LLP with respect to
bankruptcy matters.  The petition was signed by Robert Kanode,
CEO.


VERENIUM CORP: BlackRock Discloses 4.9% Equity Stake
----------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, BlackRock, Inc., disclosed that, as of
July 31, 2012, it beneficially owns 628,755 shares of common stock
of Verenium Corp. representing 4.99% of the shares outstanding.
BlackRock previously disclosed beneficial ownership of
639,102 common shares or a 5.07% equity stake as of Dec. 30, 2011.
A copy of the amended filing is available for free at:

                       http://is.gd/aQmsJD

                       About Verenium Corp

San Diego, Calif.-based Verenium Corporation is an industrial
biotechnology company that develops and commercializes high
performance enzymes for a broad array of industrial processes to
enable higher productivity, lower costs, and improved
environmental outcomes.  The Company operates in one business
segment with four main product lines: animal health and nutrition,
grain processing, oilfield services and other industrial
processes.

The Company's balance sheet at June 30, 2012, showed
$52.31 million in total assets, $13.83 million in total
liabilities, and shareholders' equity of $38.48 million.

                        Bankruptcy Warning

"Based on our current cash resources and 2012 operating plan, our
existing cash resources may not be sufficient to meet the cash
requirements to fund our planned operating expenses, capital
expenditures and working capital requirements beyond Dec. 31,
2012, without additional sources of cash.  If we are unable to
raise additional capital, we will need to defer, reduce or
eliminate significant planned expenditures, restructure or
significantly curtail our operations, sell some or all our assets,
file for bankruptcy or cease operation," the Company said in its
quarterly report for the period ended June 30, 2012.

                           Going Concern

Ernst & Young LLP, in San Diego, California, expressed substantial
doubt about Verenium's ability to continue as a going concern,
following the Company's results for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has
incurred recurring operating losses, has a working capital deficit
of $637,000 and has an accumulated deficit of $600.8 million at
Dec. 31, 2011.


VISUALANT INCORPORATED: Had $737,600 Net Loss in June 30 Quarter
----------------------------------------------------------------
Visualant, Incorporated, filed its quarterly report on Form 10-Q,
reporting a net loss of $737,615 on $1.81 million of revenue for
the three months ended June 30, 2012, compared with a net loss of
$947,758 on $2.10 million of revenue for the three months ended
June 30, 2011.

For the nine months ended June 30, 2012, the Company had a net
loss of $1.92 million on $5.53 million of revenue, compared with a
net loss of $1.72 million on $7.04 million of revenue for the nine
months ended June 30, 2011.

The Company's balance sheet at June 30, 2012, showed $6.84 million
in total assets, $7.03 million in total liabilities, noncontrlling
interest of $28,350, and a stockholders' deficit of $220,699.

Bankruptcy Warning

According to the regulatory filing, if the price or the trading
volume of the Company's common stock does not reach certain
levels, the Company will be unable to draw down all or
substantially all of its $3,000,000 equity line of credit with
Ascendiant Capital Partners, LLC.

"If we are not able to draw down all $3,000,000 available under
the equity line of credit or if the Securities Purchase Agreement
is terminated, we may need to restructure our operations, divest
all or a portion of our business, or file for bankruptcy."

Going Concern

As reported in the TCR on Dec. 5, 2011, Madsen & Associates CPA's,
Inc., Salt Lake City, Utah, expressed substantial doubt about
Visualant's ability to continue as a going concern, following the
Company's results for the fiscal year ended Sept. 30, 2011.  The
independent auditors said that the Company will need additional
working capital for its planned activity and to service its debt.

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

                       http://is.gd/X2xf9k

Visualant, Incorporated, headquartered in Seattle, Washington,
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection,
process control applications, and diagnostics.


WARNER MUSIC: Incurs $32 Million Net Loss in Fiscal Q3
-------------------------------------------------------
Warner Music Group Corp. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $32 million on $654 million of revenue for the three
months ended June 30, 2012, compared with a net loss of $46
million on $688 million of revenue for the same period during the
prior year.

The Company reported a net loss of $92 million on $2.06 billion of
revenue for the nine months ended June 30, 2012, compared with a
net loss of $103 million on $2.15 billion of revenue for the same
period a year ago.

The Company's balance sheet at June 30, 2012, showed $5.16 billion
in total assets, $4.20 billion in total liabilities and $961
million in total equity.

"There were several bright spots in our results for the quarter,"
said Stephen Cooper, Warner Music Group's CEO.  "In our Music
Publishing business, we grew OIBDA, OIBDA margin and constant-
currency revenue.  In our Recorded Music business, strong growth
in digital revenue more than offset the decline in physical
revenue on a constant-currency basis, showing the promise of the
industry's transformation.  We look forward to the fourth quarter
and the next fiscal year, as we work to accelerate our progress."

"Our Unlevered After-Tax Cash Flow was strong," said Warner Music
Group Executive Vice President and CFO Brian Roberts, adding, "The
decline in total cash balance was expected, due to our semi-annual
cash interest payment this quarter."

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

                        http://is.gd/p70Ie9

                     About Warner Music Group

Based in New York, Warner Music Group Corp. (NYSE: WMG)
-- http://www.wmg.com/-- was formed by a private equity
consortium of investors on Nov. 21, 2003.  The Company is the
direct parent of WMG Holdings Corp., which is the direct parent of
WMG Acquisition Corp.  WMG Acquisition Corp. is one of the world's
major music-based content companies and the successor to
substantially all of the interests of the recorded music and music
publishing businesses of Time Warner Inc.

The Company classifies its business interests into two fundamental
operations: Recorded Music and Music Publishing.  The Company's
Recorded Music business primarily consists of the discovery and
development of artists and the related marketing, distribution and
licensing of recorded music produced by such artists.  The
Company's Music Publishing operations include Warner/Chappell, its
global Music Publishing company, headquartered in New York with
operations in over 50 countries through various subsidiaries,
affiliates and non-affiliated licensees.

In May 2011, Warner Music Group Corp. and Access Industries, the
U.S.-based industrial group, announced the execution of a
definitive merger agreement under which Access Industries will
acquire WMG in an all-cash transaction valued at $3.3 billion.
The purchase includes WMG's entire recorded music and music
publishing businesses.

On July 20, 2011, the Company notified the New York Stock
Exchange, Inc., of its intent to remove the Company's common stock
from listing on the NYSE and requested that the NYSE file with the
SEC an application on Form 25 to report the delisting of the
Company's common stock from the NYSE.  On July 21, 2011, in
accordance with the Company's request, the NYSE filed the Form 25
with the SEC in order to provide notification of that delisting
and to effect the deregistration of the Company's common stock
under Section 12(b) of the Securities Exchange Act of 1934, as
amended.  On August 2, 2011, the Company filed a Form 15 with the
SEC in order to provide notification of a suspension of its duty
to file reports under Section 15(d) of the Exchange Act.  The
Company continues to file reports with the SEC pursuant to the
Exchange Act in accordance with certain covenants contained in the
instruments governing the Company's outstanding indebtedness.

The Company reported a net loss of $60 million on $1.40 billion of
revenue for the six months ended March 31, 2012.  The Company
reported a net loss of $206 million on $2.86 billion of revenue
for the combined 12 months ended Sept. 30, 2011, following a net
loss of $145 million on $2.98 billion of revenue for the fiscal
year ended Sept. 30, 2010.


WARNKE-LOMBARD: Case Summary & 24 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Warnke-Lombard, LLC
        P.O. Box 2557
        Clackamas, OR 97015

Bankruptcy Case No.: 12-36176

Chapter 11 Petition Date: August 9, 2012

Court: U.S. Bankruptcy Court
       District of Oregon

Judge: Trish M. Brown

Debtor's Counsel: Ted A. Troutman, Esq.
                  Muir & Troutman,
                  16100 NW Cornell Road, #200
                  Beaverton, OR 97006
                  Tel: (503) 292-6788
                  E-mail: tedtroutman@gmail.com

Scheduled Assets: $3,503,567

Scheduled Liabilities: $5,150,577

A copy of the Company's list of its 24 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/orb12-36176.pdf

The petition was signed by Don & Sally Warnke, managers of Warnke
Family Enterprises, LLC.


WARNKE-MCDONALD: Case Summary & 24 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Warnke-McDonald, LLC
        P.O. Box 2557
        Clackamas, OR 97015

Bankruptcy Case No.: 12-36177

Chapter 11 Petition Date: August 9, 2012

Court: U.S. Bankruptcy Court
       District of Oregon

Judge: Randall L. Dunn

Debtor's Counsel: Ted A. Troutman, Esq.
                  Muir & Troutman,
                  16100 NW Cornell Road, #200
                  Beaverton, OR 97006
                  Tel: (503) 292-6788
                  E-mail: tedtroutman@gmail.com

Scheduled Assets: $3,503,567

Scheduled Liabilities: $5,150,577

A copy of the Company's list of its 24 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/orb12-36177.pdf

The petition was signed by Don & Sally Warnke, managers of Warnke
Family Enterprises, LLC.


WAVE SYSTEMS: Incurs $6.5 Million Net Loss in Second Quarter
------------------------------------------------------------
Wave Systems Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $6.52 million on $7.76 million of total net revenues for the
three months ended June 30, 2012, compared with a net loss of
$1.82 million on $8.09 million of total net revenues for the same
period a year ago.

The Company reported a net loss of $14.83 million on $14.74
million of total net revenues for the six months ended June 30,
2012, compared with a net loss of $4.08 million on $15.57 million
of total net revenues for the same period during the prior year.

The Company's balance sheet at June 30, 2012, showed $24.59
million in total assets, $19.26 million in total liabilities and
$5.32 million in total stockholders' equity.

"Due to our current cash position, our forecasted capital needs
over the next twelve months and beyond, the fact that we will
require additional financing and uncertainty as to whether we will
achieve our sales forecast for our products and services,
substantial doubt exists with respect to our ability to continue
as a going concern," the Company said in its quarterly report for
the period ended June 30, 2012.

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

                        http://is.gd/0kYP25

                         About Wave Systems

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products
for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.

The Company reported a net loss of $10.79 million in 2011, a
net loss of $4.12 million in 2010, and a net loss of $3.34 million
in 2009.

                           Going Concern

The Company said in its annual report for the year ended Dec. 31,
2011, that it will be required to sell additional shares of common
stock, preferred stock, obtain debt financing or engage in a
combination of these financing alternatives, to raise additional
capital to continue to fund its operations for the twelve months
ending Dec. 31, 2012.  If Wave is not successful in executing its
business plan, it will be required to sell additional shares of
common stock, preferred stock, obtain debt financing or engage in
a combination of these financing alternatives or it could be
forced to reduce expenses which may significantly impede its
ability to meet its sales, marketing and development objectives,
cease operations or merge with another company.  No assurance can
be provided that any of these initiatives will be successful.  Due
to its current cash position, capital needs over the next year and
beyond, and the uncertainty as to whether it will achieve its
sales forecast for its products and services, substantial doubt
exists with respect to Wave's ability to continue as a going
concern.


WEST CORP: Moody's Affirms Ba3 Rating on Upsized Credit Facility
----------------------------------------------------------------
Moody's Investors Service affirmed the Ba3 rating on West
Corporation's upsized senior secured credit facility and lowered
the rating on the senior unsecured notes to Caa1 from B3.
Concurrently, the rating on a proposed $250 million add-on to the
senior unsecured notes was withdrawn. All of West's other ratings,
including the B2 Corporate Family Rating ("CFR"), were affirmed.
The ratings outlook remains stable.

West upsized the proposed $720 million senior secured term loan
tranche to $970 million and canceled a planned $250 million senior
unsecured notes add-on. Proceeds from the term loan will be used
to repay a $448 million term loan maturing in 2013, fund a $500
million distribution to shareholders, and pay fees and expenses.

Ratings affirmed (and Loss Given Default assessments revised):

Corporate Family Rating, B2

Probability of Default Rating, B2

Speculative Grade Liquidity Rating, SGL-1

$49 million first lien revolver due 2012, Ba3 (LGD2, to 28%
from 25%)

$201 million first lien revolver due 2016 Ba3 (LGD2, to 28% from
25%)

$450 million first lien term loan due 2013, Ba3 (LGD2, 25%) -
rating to be withdrawn upon closing of refinancing

$1.46 billion first lien term loans B-4 and B-5 due 2016, Ba3
(LGD2, to 28% from 25%)

$970 (upsized from $720) million first lien term loan B-6 due
2018, Ba3 (LGD2, to 28% from 25%)

$450 million 11% senior subordinated notes due 2016, Caa1 (LGD6,
94%)

Ratings lowered (and LGD assessments revised):

$500 million 8.625% senior unsecured notes due 2018, to Caa1
(LGD5, 79%) from B3 (LGD5, 76%)

$650 million 7.875% senior unsecured notes due 2019, to Caa1
(LGD5, 79%) from B3 (LGD5, 76%)

Rating withdrawn:

Proposed $250 million 7.875% senior unsecured notes due 2019, B3
(LGD5, 76%)

Ratings Rationale

The B2 CFR reflects Moody's expectation that West will continue to
operate with significant leverage. Moody's anticipates modest
improvement in credit metrics through EBITDA growth, driven
primarily by higher volumes in automated service lines. The
ratings are supported by West's track record of steady revenue and
earnings growth, a very good liquidity profile, large revenue size
and leading market positions. The ratings remain constrained by
pricing pressures, technology risks, and aggressive financial
policies including debt-financed acquisitions and dividends.

The downgrade in the senior unsecured notes rating to Caa1 from B3
reflects approximately $520 million of incremental senior secured
debt ahead of the notes in the capital structure. As such, the
senior unsecured debt is expected to bear greater loss absorption
in the event of default. Moody's rates both the senior unsecured
notes and the senior subordinated notes Caa1, but the higher LGD
rate on the senior subordinated bonds (LGD6 - 94%, compared to
LGD5 - 79% on the senior unsecured) indicates Moody's opinion that
the senior subordinated bondholders would likely experience a
greater loss in the event of a default.

The stable outlook reflects Moody's expectation that consolidated
revenue will grow in the low-to-mid single digit range over the
next 12-18 months. Modest margin contraction is expected,
primarily from rate declines for conferencing services, offset by
solid volume growth. The ratings could be downgraded if pricing
trends worsen or volumes weaken, or West makes a large debt-
financed acquisition or dividend, resulting in debt / EBITDA or
free cash flow to debt sustained above 6.5 times or below 2%,
respectively. Given the company's current private equity
sponsorship, an upgrade in the ratings is unlikely unless Moody's
can become comfortable that West has shifted its financial
policies to a more conservative profile. However, an IPO that
results in substantial debt reduction could lead to an upgrade if
Moody's anticipates that debt to EBITDA and free cash flow to debt
will be sustained below 5 times and above 7%, respectively.

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

West Corporation is a leading provider of technology-driven
communication services and agent-based services. The company
offers conferencing, unified communications, alerts and
notifications, 911 emergency communications, and business process
outsourcing services. Major shareholders are Thomas H. Lee Funds,
Quadrangle Group Funds, Gary L. West, Mary E. West, and members of
management. West reported revenues of approximately $2.6 billion
in the twelve months ended June 30, 2012.


WEST CORP: S&P Cuts Senior Debt Rating to 'B+' on Term Loan Upsize
------------------------------------------------------------------
Standard & Poor's Rating Services revised its recovery rating on
Omaha, Neb.-based business process outsourcer West Corp.'s senior
secured debt to '3', indicating its expectation of meaningful (50%
to 70%) recovery for lenders in the event of a payment default,
from '2' (70% to 90% recovery expectation). "We lowered our
issue-level rating on this debt to 'B+' (the same as our 'B+'
issuer rating on the company) from 'BB-', in accordance with our
notching criteria for a '3' recovery rating. The rating revisions
follow West's upsizing of its proposed incremental term loan B by
$250 million, bringing the aggregate amount to $970 million. We
believe the increased size of this debt class reduces recovery
prospects in the event of default. West no longer plans to issue
$250 million of senior notes. All other ratings, including the
'B+' corporate credit rating, remain unchanged, as does the stable
outlook," S&P said.

"We expect West Corp., to maintain have high leverage in the 5x-6x
area over the intermediate term, as the company continues its
acquisition-oriented growth strategy. This expectation underscores
our assessment of West Corp.'s financial risk profile as 'highly
leveraged' (based on our criteria). West has been an active
acquirer of automated services companies as it seeks to expand
its presence in its higher-margin areas. We believe West's
business risk profile is 'fair,' based on its good EBITDA margin
and revenue stability. We believe these dynamics will result in
West achieving low- to mid-single-digit percentage revenue and
EBITDA growth, on average, over the intermediate term, with
slightly lower leverage," S&P said.

RATINGS LIST
West Corp.

Corporate credit rating   B+/Stable/--

Rating Lowered            To             From
Senior secured debt      B+             BB-
  Recovery rating         3              2


WESTMORELAND COAL: Files Form 10-Q; Incurs $13.6-Mil. Loss in Q2
----------------------------------------------------------------
Westmoreland Coal Company filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $13.64 million on $132.84 million of revenue for the
three months ended June 30, 2012, compared with a net loss of
$7.91 million on $112.14 million of revenue for the same period
during the prior year.

For the six months ended June 30, 2012, the Company reported a net
loss of $13.86 million on $280.07 million of revenue, compared to
a net loss of $26.64 million on $239.90 million of revenue for the
same period a year ago.

Westmoreland Coal's balance sheet at June 30, 2012, showed $947.58
million in total assets, $1.20 billion in total liabilities and a
$259.53 million total deficit.

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

                        http://is.gd/dSgVJ6

                      About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

The Company reported a net loss of $36.87 million in 2011, a net
loss of $3.17 million in 2010, and a net loss of $29.16 million
in 2009.

                           *     *     *

In March 2011, Standard & Poor's Ratings Services said that it
assigned a 'CCC+' corporate credit rating to Colorado Springs,
Colorado-based Westmoreland Coal Co.  In January 2012, S&P revised
its outlook on Westmoreland to positive from stable and affirmed
its 'CCC+' credit rating.

"The outlook revision reflects our expectation that the
acquisition, improved reserve position, and stronger coal pricing
could bring WLB's credit metrics in line with a higher rating over
the next several quarters," said Standard & Poor's credit analyst
Gayle Bowerman.

The rating and outlook for WLB also incorporate the combination of
what S&P considers to be its 'vulnerable' business risk profile
and 'highly leveraged' financial risk profile.  The ratings also
reflect WLB's high-cost position in the Powder River Basin (PRB)
and Texas, relatively short reserve life, high customer
concentration, challenges posed by the inherent risks of coal
mining, and liquidity that's less than adequate to meet the
company's near-term obligations.


WPCS INTERNATIONAL: To Transfer Trading to NASDAQ Capital
---------------------------------------------------------
WPCS International Incorporated received approval from NASDAQ to
transfer the listing of the Company's common stock from The NASDAQ
Global Market to The NASDAQ Capital Market.  The NASDAQ Capital
Market is one of the three markets for NASDAQ-listed stock and
operates in the same manner as The NASDAQ Global Market.
Companies listed on The NASDAQ Capital Market must meet certain
financial requirements and adhere to NASDAQ's corporate governance
standards.  The Company's common stock will begin trading on The
NASDAQ Capital Market at the opening of business on Aug. 13, 2012.
The Company's common stock will continue to trade under the symbol
"WPCS."

As previously disclosed, on June 25, 2012, NASDAQ notified the
Company that it currently not in compliance with NASDAQ's minimum
bid price rule, which requires the bid price of the Company's
common stock to be at least $1.00 per share.  The Company has
until Dec. 24, 2012, to regain compliance with the minimum bid
price rule, unless it is able to obtain an extension of the
deadline to regain compliance.

                     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.

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.

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.

WPCS reported a net loss attributable to the Company of $20.54
million for the year ended April 30, 2012, compared to a net loss
attributable to the Company of $36.83 million during the prior
fiscal year.


ZALE CORP: BlackRock Discloses 3.8% Equity Stake
------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, BlackRock, Inc., disclosed that, as of
July 31, 2012, it beneficially owns 1,247,871 shares of common
stock of Zale Corporation representing 3.87% of the shares
outstanding.  BlackRock previously reported beneficial ownership
of 2,356,309 common shares or a 7.32% equity stake as of Dec. 30,
2011.  A copy of the amended filing is available for free at:

                        http://is.gd/rPipH9

                       About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,900 retail locations throughout the United States,
Canada and Puerto Rico, as well as online.  Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale
also operates online at http://www.zales.com/,
http://www.zalesoutlet.com/,
http://www.gordonsjewelers.com/and http://www.pagoda.com/

The Company reported a net loss of $7.56 million on $1.45 billion
of revenue for the nine months ended April 30, 2012, compared with
a net loss of $79.66 million on $1.36 billion of revenue for the
same period during the prior year.

The Company's balance sheet at April 30, 2012, showed $1.22
billion in total assets, $1.01 billion in total liabilities and
$202.13 million in stockholders' investment.


ZHONE TECHNOLOGIES: Posts $2.1 Million Net Loss in Second Quarter
-----------------------------------------------------------------
Zhone Technologies, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $2.10 million on $30.84 million of revenue
for the three months ended June 30, 2012, compared with a net loss
of $1.90 million on $31.29 million of revenue for the same period
a year ago.

For the six months ended June 30, 2012, the Company reported a net
loss of $5.52 million on $57.90 million of revenue, compared with
a net loss of $4.34 million on $60.87 million of revenue for the
comparable period of 2011.

The Company's balance sheet at June 30, 2012, showed
$69.43 million in total assets, $34.89 million in total
liabilities, and stockholders' equity of $34.54 million.

"The accompanying condensed consolidated financial statements have
been prepared assuming that the Company will continue as a going
concern.  The Company has continued to incur losses in 2011 and
the six months ended June 30, 2012."

"Since inception, we have incurred significant operating losses
and had an accumulated deficit of $1.037 billion as of June 30,
2012, and we expect that our operating losses may continue."

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

                       http://is.gd/kA0rMQ

Zhone Technologies, Inc.,  designs, develops and manufactures
communications network equipment for telecommunications, wireless
and cable operators worldwide.  The Company's products allow
network service providers to deliver video and interactive
entertainment services in addition to their existing voice and
data service offerings.  The Company was incorporated under the
laws of the state of Delaware in June 1999.  The Company began
operations in September 1999 and is headquartered in Oakland,
California.


ZOGENIX INC: Files Form 10-Q; Incurs $17.2-Mil. Net Loss in Q2
--------------------------------------------------------------
Zogenix, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $17.16 million on $8.03 million of total revenue for the three
months ended June 30, 2012, compared with a net loss of $19.17
million on $10.23 million of total revenue for the same period
during the prior year.

The Company reported a net loss of $27.46 million on $26.37
million of total revenue for the six months ended June 30, 2012,
compared with a net loss of $38.16 million on $19.27 million of
total revenue for the same period a year ago.

The Company's balance sheet at June 30, 2012, showed $64.89
million in total assets, $79.90 million in total liabilities and a
$15 million total stockholders' deficit.

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

                        http://is.gd/TFlazL

                         About Zogenix Inc.

Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.

Ernst & Young LLP, in San Diego, Calif., issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2011, citing recurring losses from operations
and lack of sufficient working capital.

The Company reported a net loss of $83.90 million in 2011, a net
loss of $73.56 million in 2010, and a net loss of $45.88 million
in 2009.


ZOGENIX INC: Federated Investors Discloses 28.4% Equity Stake
-------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Federated Investors, Inc., and its affiliates
disclosed that, as of July 31, 2012, they beneficially own
30,450,000 shares of common stock of Zogenix, Inc., representing
28.37% of the shares outstanding.  A copy of the filing is
available for free at http://is.gd/4X2IL5

                         About Zogenix Inc.

Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.

Ernst & Young LLP, in San Diego, Calif., issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2011, citing recurring losses from operations
and lack of sufficient working capital.

The Company reported a net loss of $83.90 million in 2011, a net
loss of $73.56 million in 2010, and a net loss of $45.88 million
in 2009.

The Company's balance sheet at March 31, 2012, showed
$82.28 million in total assets, $82 million in total liabilities,
and $278,000 in total stockholders' equity.


* Fitch Expands Debt Instrument Ratings to Rating Scale
-------------------------------------------------------
Fitch Ratings has updated its Ratings Definitions, expanding the
application of '+/-' to corporate issue ratings at the CCC level
and defining a rating action  'Under Review'.

Fitch Ratings added 'CCC+' and 'CCC-' debt instrument ratings to
its rating scale.  These designations are limited to instrument
ratings and will not be used for Issuer Default Ratings, leaving
'CCC' as the sole issuer rating within the 'CCC' category.  The
new designations provide greater comparability to debt instruments
and recovery ratings in the lower end of the speculative-grade
rating scale.  Fitch will update its 'Recovery Rating and Notching
Criteria for Non-Financial Corporates' to reflect these changes.

Fitch will conduct a review of the issues impacted by this change
and will update any issue ratings, if necessary.  Potentially up
to 40 issue ratings may be modified.

Fitch also added the rating action 'Under Review'. This action
signals the potential change in a rating due to a change in the
scale or definition of the scale.  It is not an indication of a
change resulting from a change in credit quality.  The final
action will be designated as a 'Rating Revision' rather than an
upgrade or downgrade. The action is also considered to fulfill an
annual rating review requirement.


* S&P Says Corporate Default Rate to Rise 3.7% in 2013 Q2
---------------------------------------------------------
Slow growth and lackluster job creation continue to characterize
the U.S. economic recovery, said an article published by Standard
& Poor's Global Fixed Income Research, titled "U.S. Corporate
Default Rate Forecasted To Rise To 3.7% In Second-Quarter 2013."

The most recent GDP report showed growth of only 1.5% in second-
quarter 2012, following growth of only 2% in the first quarter.
S&P expects real GDP growth of 2% for full-year 2012 and 2013.
The labor market continues to add jobs but at a slow pace.  In
July, 163,000 new jobs were created, compared with an average of
73,000 new jobs per month in the second quarter and 226,000 per
month in the first quarter.

The unemployment rate rose to 8.3% in July -- a slight increase
from 8.2% in June and May and 8.1% in April.  S&P expects that the
unemployment rate will remain at or above 8% during the remainder
of 2012 and in 2013.  "Global uncertainty resulting from Europe's
sovereign crisis is affecting investor confidence in the financial
markets," said Diane Vazza, head of Standard & Poor's Global Fixed
Income Research.

"Monetary policy appears to be in favor of providing the necessary
assistance to certain countries, but it remains to be seen if a
timely and coordinated response from the region will be
implemented and if it will suffice to calm investor concerns both
locally and globally."

In the U.S., the Federal Reserve will likely keep interest rates
low for an extended period of time and perhaps even do another
round of quantitative easing in the coming quarters.

S&P expects the U.S. corporate trailing 12-month speculative-grade
default rate to increase to 3.7% by June 2013, from 2.7% as of
June 2012.  Its baseline projection is still lower than the long-
term (1981-2011) average of 4.5%.  A total of 57 issuers would
need to default in the 12 months ending June 2013 to reach this
projection.  In contrast, 41 speculative-grade entities defaulted
in the 12 months ended June 2012.  Its baseline default forecast
is based on current observations and future expectations of the
likely path of the U.S. economy and financial markets.

In addition to its baseline projection, S&P forecasts the default
rate in our optimistic and pessimistic scenarios.  "Under our
optimistic default rate forecast, we would expect the default rate
to decline to 2.2% by June 2013 (or 34 defaults during the next 12
months) from the current default rate of 2.7%," said Ms. Vazza.
"Under the pessimistic scenario, we would expect the default rate
to rise to 5.5% (or 85 defaults during the next 12 months)."


* Bankruptcy Lawyer Permanently Disbarred in Alabama
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in Atlanta ruled on Aug. 9
that a bankruptcy judge did not abuse his discretion in
permanently barring a lawyer from practice in bankruptcy court in
the Middle District of Alabama.

According to the report, the unsigned, six-page opinion for the
11th Circuit in Atlanta upheld a ruling in Jan. by U.S. District
Judge W. Keith Watkins in Montgomery who needed 24 pages to affirm
the bankruptcy judge.

The report relates the bankruptcy administrator contended that the
lawyer, Darryl A. Parker, made false statements in clients'
bankruptcy petitions and failed to pay filing fees the clients had
already given him.

The bankruptcy judge, according to the report, said Mr. Parker
"knowingly filed false statements with the court" and was a
"dishonest, unethical lawyer who harms his clients, and who files
false pleadings and false statements in bankruptcy court."

The case in the circuit court is Parker v. Jacobs (In re Parker),
12-10599, U. S. 11th Circuit Court of Appeals (Atlanta).  The case
in district court was Parker v. Jacobs, 11-546, U.S. District
Court, Middle District Alabama (Montgomery).


* Circuit Court Gives Broad Interpretation to Exemption
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in San Francisco ruled on
Aug. 10 that a relative who is a beneficiary on an insurance
policy or annuity need not be a dependent for the bankrupt to use
an exemption under Arizona law.  The case is Tober v. Lang (In re
Tober), 11-60018, U .S. Court of Appeals for the Ninth Circuit
(San Francisco).


* Large Companies With Insolvent Balance Sheet
----------------------------------------------

                                              Total
                                             Share-        Total
                                  Total    Holders'      Working
                                 Assets      Equity      Capital
  Company         Ticker           ($MM)       ($MM)        ($MM)
  -------         ------         ------    --------      -------
ABSOLUTE SOFTWRE  ABT CN          127.2        (3.2)        14.0
ADVANCED BIOMEDI  ABMT US           0.2        (1.9)        (1.5)
AK STEEL HLDG     AKS US        3,901.0      (360.6)       129.6
AMC NETWORKS-A    AMCX US       2,173.4      (959.1)       542.5
AMER AXLE & MFG   AXL US        2,441.2      (394.7)       169.7
AMER RESTAUR-LP   ICTPU US         33.5        (4.0)        (6.2)
AMERISTAR CASINO  ASCA US       2,058.5       (28.0)        42.5
AMYLIN PHARM INC  AMLN US       1,998.7       (42.4)       263.0
ARRAY BIOPHARMA   ARRY US         120.0       (78.8)        28.4
ATLATSA RESOURCE  ATL SJ          920.8      (233.7)        20.0
AUTOZONE INC      AZO US        6,148.9    (1,416.8)      (623.1)
BOSTON PIZZA R-U  BPF-U CN        166.1       (91.7)        (1.5)
CABLEVISION SY-A  CVC US        6,991.7    (5,641.6)      (286.1)
CAPMARK FINANCIA  CPMK US      20,085.1      (933.1)         -
CENTENNIAL COMM   CYCL US       1,480.9      (925.9)       (52.1)
CHENIERE ENERGY   CQP US        1,873.0      (442.2)       117.0
CHOICE HOTELS     CHH US          857.7       (11.2)       402.1
CIENA CORP        CIEN US       1,928.6       (41.1)       924.4
CINCINNATI BELL   CBB US        2,702.7      (696.2)       (52.8)
CLOROX CO         CLX US        4,355.0      (135.0)      (685.0)
DEAN FOODS CO     DF US         5,553.1        (3.1)       185.6
DELTA AIR LI      DAL US       44,720.0    (1,135.0)    (6,236.0)
DENNY'S CORP      DENN US         328.9        (2.8)       (20.3)
DIRECTV-A         DTV US       19,632.0    (4,045.0)       520.0
DOMINO'S PIZZA    DPZ US          424.6    (1,369.1)        52.9
DUN & BRADSTREET  DNB US        1,795.6      (821.9)      (655.6)
E2OPEN INC        EOPN US          29.7       (34.5)       (32.5)
ELOQUA INC        ELOQ US          37.5        (9.6)       (14.2)
FAIRPOINT COMMUN  FRP US        1,877.4      (184.4)        51.6
FIESTA RESTAURAN  FRGI US         286.0         2.6        (14.7)
FIFTH & PACIFIC   FNP US          900.5      (175.5)       130.9
FREESCALE SEMICO  FSL US        3,499.0    (4,498.0)     1,374.0
GENCORP INC       GY US           874.0      (171.3)        47.3
GLG PARTNERS INC  GLG US          400.0      (285.6)       156.9
GLG PARTNERS-UTS  GLG/U US        400.0      (285.6)       156.9
GOLD RESERVE INC  GRZ CN           78.3       (25.8)        56.9
GOLD RESERVE INC  GRZ US           78.3       (25.8)        56.9
GRAHAM PACKAGING  GRM US        2,947.5      (520.8)       298.5
HCA HOLDINGS INC  HCA US       27,132.0    (6,943.0)     1,690.0
HUGHES TELEMATIC  HUTC US         110.2      (101.6)      (113.8)
HUGHES TELEMATIC  HUTCU US        110.2      (101.6)      (113.8)
INCYTE CORP       INCY US         312.0      (217.2)       154.4
INFINITY PHARMAC  INFI US         113.0        (3.4)        70.2
IPCS INC          IPCS US         559.2       (33.0)        72.1
ISTA PHARMACEUTI  ISTA US         124.7       (64.8)         2.2
JUST ENERGY GROU  JE US         1,543.0      (527.2)      (481.0)
JUST ENERGY GROU  JE CN         1,543.0      (527.2)      (481.0)
LIMITED BRANDS    LTD US        6,616.0      (131.0)     1,526.0
LIN TV CORP-CL A  TVL US          839.2       (51.8)        52.7
LORILLARD INC     LO US         2,576.0    (1,568.0)       881.0
MARRIOTT INTL-A   MAR US        6,007.0    (1,124.0)    (1,287.0)
MERITOR INC       MTOR US       2,555.0      (933.0)       279.0
MERRIMACK PHARMA  MACK US          64.4       (43.6)        21.0
MONEYGRAM INTERN  MGI US        5,185.1      (116.1)       (35.3)
MORGANS HOTEL GR  MHGC US         545.9      (110.1)        (7.0)
MPG OFFICE TRUST  MPG US        2,061.5      (827.9)         -
NATIONAL CINEMED  NCMI US         794.2      (354.5)        95.8
NAVISTAR INTL     NAV US       11,384.0      (407.0)     1,658.0
NB MANUFACTURING  NBMF US           -          (0.0)        (0.0)
NEXSTAR BROADC-A  NXST US         566.3      (170.6)        40.2
NPS PHARM INC     NPSP US         186.9       (45.3)       130.3
NYMOX PHARMACEUT  NYMX US           6.4        (5.2)         2.9
ODYSSEY MARINE    OMEX US          22.4       (29.5)       (26.9)
OMEROS CORP       OMER US          10.1       (20.5)        (8.7)
PALM INC          PALM US       1,007.2        (6.2)       141.7
PDL BIOPHARMA IN  PDLI US         259.8      (161.1)       144.3
PEER REVIEW MEDI  PRVW US           1.2        (3.8)        (3.8)
PLAYBOY ENTERP-B  PLA US          165.8       (54.4)       (16.9)
PLAYBOY ENTERP-A  PLA/A US        165.8       (54.4)       (16.9)
PRIMEDIA INC      PRM US          208.0       (91.7)         3.6
PROTECTION ONE    PONE US         562.9       (61.8)        (7.6)
QUALITY DISTRIBU  QLTY US         454.5       (29.8)        60.7
REGAL ENTERTAI-A  RGC US        2,306.3      (542.3)        62.5
RENAISSANCE LEA   RLRN US          57.0       (28.2)       (31.4)
REVLON INC-A      REV US        1,173.9      (665.6)       177.8
RURAL/METRO CORP  RURL US         303.7       (92.1)        72.4
SALLY BEAUTY HOL  SBH US        1,813.5      (202.0)       449.5
SINCLAIR BROAD-A  SBGI US       2,160.2       (66.3)        (1.4)
TAUBMAN CENTERS   TCO US        3,096.1      (295.3)         -
TEMPUR-PEDIC INT  TPX US          865.5       (12.1)       258.9
THERAPEUTICS MD   TXMD US           1.5        (3.4)        (1.3)
THRESHOLD PHARMA  THLD US          86.3       (51.4)        71.2
UNISYS CORP       UIS US        2,397.9    (1,190.0)       463.1
VECTOR GROUP LTD  VGR US          885.7      (119.5)       248.2
VERISIGN INC      VRSN US       1,942.0       (59.2)       858.0
VIRGIN MOBILE-A   VM US           307.4      (244.2)      (138.3)
WEIGHT WATCHERS   WTW US        1,193.6    (1,784.6)      (259.9)
ZAZA ENERGY CORP  ZAZA US         255.8       (24.3)         3.7


                            *********

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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