TCR_Public/120817.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, August 17, 2012, Vol. 16, No. 228

                            Headlines

1 TENNESSEE: Case Summary & 6 Largest Unsecured Creditors
1ST FINANCIAL: Reports $347,000 Net Income in Second Quarter
3PEA INTERNATIONAL: Reports $1.5-Mil. Net Income in 2nd Quarter
79TH & LANGLEY: Case Summary & 2 Largest Unsecured Creditors
AES EASTERN: Granted Short Plan Extension, In Talks With Buyer

AFFINITY GROUP: Reports $7.2 Million Net Income in 2nd Quarter
AGY HOLDING: Incurs $4.8 Million Net Loss in Second Quarter
ALION SCIENCE: $71.3 Million Consolidated EBITDA in Fiscal 2012
AMBIENT CORP: Expects NASDAQ Standard Filing Delinquency Letter
AMERICAN APPAREL: Incurs $15.3 Million Net Loss in 2nd Quarter

AMERICAN GILSONITE: Moody's Assigns 'B3' CFR/PDR; Outlook Stable
AMERICAN GILSONITE: S&P Assigns 'B' Corporate Credit Rating
AMERICAN PACIFIC: Moody's Raises CFR/PDR to 'B1'; Outlook Stable
AMREP CORP: Has Tolling and Forbearance Agreement with PBGC
ARKANOVA ENERGY: Amends Note Purchase Agreement with Aton

ARRAY BIOPHARMA: Incurs $23.5 Million Net Loss in Fiscal 2012
ARCTIC GLACIER: No June 30 Interim Report; Sale to HIG Closed
BANK OF THE CAROLINAS: Files Form 10-Q, Incurs $170K Loss in Q2
BEHRINGER HARVARD: Reports $5.6-Mil. Net Income in 2nd Quarter
BILLMYPARENTS INC: Incurs $3.5 Million Loss in June 30 Quarter

BIOZONE PHARMACEUTICALS: To Restate March 31 Form 10-Q
BLUE RAVEN: Moved to Chapter 7 After Insufficient Sale
BMB MUNAI: Incurs $750,000 Net Loss in Fiscal First Quarter
BORDERS GROUP: Gift Card Holders Aren't 'Known' Creditors
BROADCAST INTERNATIONAL: Posts $442,000 Net Profit in Q2

BROADVIEW NETWORKS: Incurs $8.4 Million Net Loss in 2nd Quarter
BURGER KING: S&P Raises Corp. Credit Rating to 'B+'
CAESERS ENTERTAINMENT: Fitch Rates New $750MM Add-On Notes 'B-'
CAESARS ENTERTAINMENT: Moody's Says $750MM Notes Credit Positive
CAESARS ENTERTAINMENT: S&P Affirms 'B-' Corporate Credit Rating

CANYON PORT: Bankruptcy Holds Up Sale of Naval Station
CAPITAL ONE: Moody's Assigns 'Ba1 (hyb)' Rating to Pref. Stock
CASCADE BANCORP: Posts $1.7 Million Net Income in Second Quarter
CENTRAL EUROPEAN: Receives Non-Compliance Notice from NASDAQ
CHARLESTON ASSOCIATES: Taps Sperling & Slater for Nev. Litigation

CHRIST HOSPITAL: Wants Until Dec. 4 to File Chapter 11 Plan
CIRCLE STAR: Incurs $11.1 Million Net Loss in Fiscal 2012
CKE RESTAURANTS: S&P Says 'B-' CCR Off Watch After IPO Suspension
CLARE OAKS: Wants to Hire Jones Day as Special Bond Counsel
COATES INTERNATIONAL: Incurs $1.5MM Net Loss in Second Quarter

COLONIAL BANC: FDIC Looks to Slow Funding of Litigation
COMMUNITY FIRST: Posts $351,000 Net Income in Second Quarter
CONFORCE INTERNATIONAL: Incurs $492,000 Loss in June 30 Qtr.
CONVERTED ORGANICS: Has 320.9 Million Outstanding Common Shares
CPM HOLDINGS: Moody's Affirms 'B2' CFR/PDR; Outlook Stable

DALLAS ROADSTER: Texas Capital Objects to Cash Collateral Budget
DAWSON INTERNATIONAL: Falls Into Administration in the UK
DCB FINANCIAL: Files Form 10-Q; Posts $283,000 Net Income in Q2
DELTATHREE INC: Incurs $353,000 Net Loss in Second Quarter
DEWEY & LEBOEUF: Former Partners Agree to Pay $50 Million

DEWEY & LEBOEUF: Ex-Partners Committee Supports Examiner
DEWEY & LEBOEUF: Hearing on Examiner Moved to September
DEWEY & LEBOEUF: Committee of Former Partners Adds One Member
DEWEY & LEBOEUF: To Have Net Recoveries of $2 Million a Week
DIALOGIC INC: Files Form 10-Q, Incurs $18 Million Net Loss in Q2

DIALOGIC INC: Tennenbaum Capital Hikes Equity Stake to 61.7%
DR TATTOFF: Andrew Heller 2009 GRAT Discloses 13.7% Equity Stake
EASTMAN KODAK: Inks Film Agreements with Four Hollywood Studios
EASTMAN KODAK: Apple, Google Said to be Joining Forces
FIRST DATA: Files Form 10-Q, Incurs $157.4MM Net Loss in Q2

FIRST MARINER: Files Form 10-Q, Posts $5.6MM Net Income in Q2
GARLOCK SEALING: Asbestos Claimants Taps Saccullo as Del. Counsel
GMX RESOURCES: Makes New Distressed Exchange Offer
GREENSHIFT CORP: Reports $4.6 Million Net Income in 2nd Quarter
GUITAR CENTER: Files Form 10-Q, Incurs $28.7MM Net Loss in Q2

HEALTHCARE OF FLORENCE: E&M Taps TeamLogicIT as System Specialist
HEALTHCARE OF FLORENCE: U.S. Trustee Appoints 3-Member Committee
HEALTHCARE OF FLORENCE: Taps Eide Bailly to Make 2011 Tax Returns
HIGHLANDS BANKSHARES: Reports $654,000 Net Income in 2nd Quarter
HOLLIFIELD RANCHES: Files Sixth Amended Plan of Reorganization

HOLLIFIELD RANCHES: Has $260,000 Loan for Fertilizers, Supplies
HOLLIFIELD RANCHES: To Hire U.S. Auction to Sell Livestock
HORNE INTERNATIONAL: Estimates $506,000 Net Loss in 2nd Quarter
HUSSEY COPPER: Highland Capital OK'd as Life Settlement Broker
INNER CITY MEDIA: Parent Company Sues to Recoup Missing Artwork

INTEGRITY LIFE: CEO Defaults on Guarantee, Says Rival
KINETIC CONCEPTS: Moody's Says Bed Biz Sale Modestly Positive
KLUKWAN INC: Alaska Native Village Corp. Files for Chapter 11
LAPORTE FAMILY: Voluntary Chapter 11 Case Summary
LEAGUE NOW: Incurs $170,000 Net Loss in Second Quarter

LEHMAN BROTHERS: Spends & Makes Money on Remaining Real Estate
LIFECARE HOLDINGS: Incurs $5.3 Million Net Loss in 2nd Quarter
LINWOOD FURNITURE: Bankruptcy Administrator Seeks Case Conversion
LIVE NATION: Moody's Rates $100MM Senior Secured Term Loan 'Ba2'
LIVE NATION: S&P Retains 'BB-' Loan Rating After $100MM Add-on

LPATH INC: Incurs $646,600 Net Loss in Second Quarter
LSP ENERGY: SMEPA's $285.8MM Bid Wins Auction for Power Plant
MACROSOLVE INC: Incurs $779,000 Net Loss in Second Quarter
MARCO POLO: Reorganization Approved Without Objection
MATTESON, IL: Moody's Cuts $27MM G.O Debt Rating to Ba1

MATRIX REAL ESTATE: Co-Owner Seeks to Liquidate Firm
MF GLOBAL: Class Plaintiffs to Sue Jointly
MOTORS LIQUIDATION: Has $1 Billion Net Assets in Liquidation
NEW LEAF: Delays Form 10-Q for Second Quarter
NEWPAGE CORP: Bankruptcy Judge Orders Mediation for Creditors

NEXTWAVE WIRELESS: Incurs $47.8-Mil. Net Loss in Second Quarter
NORTH GEORGIA LINEN: Case Summary & 20 Largest Unsec. Creditors
NORTH SCOTTSDALE: Case Summary & 3 Largest Unsecured Creditors
OCTAVIAR ADMINISTRATION: Chapter 15 Case Summary
OMEGA NAVIGATION: Hearing on Cash Access Continued Until Sept. 17

OMEGA NAVIGATION: Has Plan Filing Exclusivity Until Oct. 18
PATRIOT COAL: Moody's Rates $375 Million DIP Term Loan 'B3'
PEGASUS RURAL: Has Until Oct. 4 to Propose Chapter 11 Plan
PGI INCORPORATED: Incurs $1.6-Mil. Net Loss in Second Quarter
PITTSBURGH CORNING: Directed to File Amended Plan by Aug. 20

PREMIER BANK: To Sell Banks to BancShares via Chapter 11
PREMIER BANK: Case Summary & 3 Unsecured Creditors
PROTEONOMIX INC: To Restate First Quarter Form 10-Q
QUANTUM FUEL: G. Samuelsen and J. Lundy Elected to Board
QUIGLEY CO: Court OKs Plan Outline, Delays Rule on Vote Rigging

REAL ESTATE ASSOCIATES: Reports $5.7MM Net Income in 2nd Quarter
REFLECT SCIENTIFIC: Incurs $213,000 Net Loss in Second Quarter
REGENCY CENTERS: Fitch Rates $75MM Preferred Stock 'BB+'
RESIDENTIAL CAPITAL: Examiner Wants to Issue Subpoenas
RESIDENTIAL CAPITAL: Wants Until Dec. 10 to Remove Actions

RESIDENTIAL CAPITAL: Proposes Sale Protocol for De Minimis Assets
RESIDENTIAL CAPITAL: Examiner Proposes Mesirow as Advisor
RESIDENTIAL CAPITAL: Examiner Wins OK for Chadbourne as Counsel
RIVER OASIS: Case Summary & 6 Largest Unsecured Creditors
RITZ CAMERA: Sept. 6 Auction for Non-Core IP Assets

RITZ CAMERA: Carve-Out in DIP Agreement Increased
RITZ CAMERA: Winthrop Couchot Approved as California Counsel
SCIENTIFIC GAMES: Moody's Affirms Ba3 CFR; Rates Sub. Notes B1
SCIENTIFIC GAMES: S&P Rates New $250MM Sr. Subordinated Notes BB-
SEJWAD HOTELS: Disclosure Statement Hearing Scheduled for Oct. 18

SELECT TREE: Exclusive Plan Filing Period Extended to Nov. 2
SIMON WORLDWIDE: Incurs $378,000 Net Loss in Second Quarter
SP NEWSPRINT: Administrative Expense Claims Due Aug. 20
SWIFT AIR: Parting Ways With Pro Hockey Team
SWIFT AIR: Executives Face $50-Mil. Fraud Lawsuit

T SORRENTO: Court Denies Plan Exclusivity Extension
T SORRENTO: Taps Quilling Selander as General Counsel
T SORRENTO: Section 341(a) Meeting Continued Until Aug. 20
TALON THERAPEUTICS: Incurs $60.7 Million Net Loss in 2nd Quarter
TALON THERAPEUTICS: Reports $671,000 Net Income in 2nd Quarter

TAVERN ON THE GREEN: Emerald Wins 20-Year License to Operate
TAYLOR MORRISON: Moody's Rates New US$100MM Add-On Notes 'B2'
THOMPSON CREEK: Completes Sale of 12.25% of Gold Production
TITAN ENERGY: Incurs $70,000 Net Loss in Second Quarter
TMM HOLDINGS: S&P Affirms 'B+' Corporate Credit Rating

TRIAD GROUP: Alcohol Wipes Recall, Plant Closure Cue Chapter 11
TRI-VALLEY: Proposes Quick Auction Without Lead Bidder
TRIAD GUARANTY: Incurs $31.3 Million Net Loss in Second Quarter
TRIDENT MICROSYSTEMS: Withdraws Motion for Expansion of PwC Task
TRONOX FINANCE: S&P Keeps 'BB-' Rating on $900M Sr. Note Offering

TRONOX LTD: Note Upsize Plan No Impact on Moody's 'Ba3' CFR
UNIVERSAL SOLAR: Incurs $351,000 Net Loss in Second Quarter
UNIVISION COMMUNICATIONS: Moody's Rates New $500MM Sec. Notes 'B2'
UNIVISION COMMUNICATIONS: S&P Rates $500MM Sr. Secured Notes 'B+'
USEC INC: S&P Cuts Corporate Credit Rating to 'CCC'; Outlook Neg

VALENCE TECHNOLOGY: Asks Court to OK William R. Patterson as CRO
VALENCE TECHNOLOGY: Taps Streusand Landon as Attorney
VANN'S INC: Aug. 29 Hearing in Bankruptcy Case
WINTDOTS DEVELOPMENT: US Trustee Wants Case Dismissed or Converted

* Moody's Says Money Market Funds' Credit Profile Deteriorates

* Sheppard Mullin Taps Cheong for Beijing Finance, Bankr. Office
* Sheppard Mullin Opens Seoul Office, Its 16th Location

* BOOK REVIEW: Corporate Venturing -- Creating New Businesses

                            *********

1 TENNESSEE: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: 1 Tennessee Street, LLC
        32 Canal Road
        Westport, CT 06880

Bankruptcy Case No.: 12-51511

Chapter 11 Petition Date: August 14, 2012

Court: United States Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Stephen P. Wright, Esq.
                  HARLOW, ADAMS, AND FRIEDMAN
                  One New Haven Ave., Suite 100
                  Milford, CT 06460
                  Tel: (203) 878-0661
                  Fax: (203) 878-9568
                  E-mail: spw@quidproquo.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 six largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/ctb12-51511.pdf

The petition was signed by Francis J. DiScala, member.


1ST FINANCIAL: Reports $347,000 Net Income in Second Quarter
------------------------------------------------------------
1st Financial Services Corporation reported net income of $347,000
on $6.43 million of total interest income for the three months
ended June 30, 2012, compared with a net loss of $508,000 on $7.21
million of total interest income for the same period during the
prior year.

According to the quarterly report filed with the U.S. Securities
and Exchange Commission, the Company had net income of $931,000 on
$12.97 million of total interest income for the six months ended
June 30, 2012, compared with net income of $94,000 on $14.34
million of total interest income for the same period a year ago.

The Company's balance sheet at June 30, 2012, showed $714.14
million in total assets, $694.72 million in total liabilities and
$19.41 million in total stockholders' equity.

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

                        http://is.gd/92Hges

                        About 1st Financial

Hendersonville, North Carolina-based 1st Financial Services
Corporation is the bank holding company for Mountain 1st Bank &
Trust Company.  1st Financial has essentially no other assets or
liabilities other than its investment in the Bank.  1st
Financial's business activity consists of directing the activities
of the Bank.  The Bank has a wholly owned subsidiary, Clear Focus
Holdings LLC.

The Bank was incorporated under the laws of the state of North
Carolina on April 30, 2004, and opened for business on May 14,
2004, as a North Carolina chartered commercial bank.  At Dec. 31,
2011, the Bank was engaged in general commercial banking primarily
in nine western North Carolina counties: Buncombe, Catawba,
Cleveland, Haywood, Henderson, McDowell, Polk, Rutherford, and
Transylvania.  The Bank operates under the banking laws of North
Carolina and the rules and regulations of the Federal Deposit
Insurance Corporation (the FDIC).

As a North Carolina bank, the Bank is subject to examination and
regulation by the FDIC and the North Carolina Commissioner of
Banks (the Commissioner).  The Bank is further subject to certain
regulations of the Federal Reserve governing reserve requirements
to be maintained against deposits and other matters.  The business
and regulation of the Bank are also subject to legislative changes
from time to time.

The Bank's primary market area is southwestern North Carolina.
Its main office and Hendersonville South office are located in
Hendersonville, North Carolina.  At Dec. 31, 2011, the Bank also
had full service branch offices in Asheville, Brevard, Columbus,
Etowah, Forest City, Fletcher, Hickory, Marion, Shelby, and
Waynesville, North Carolina.  The Bank's loans and deposits are
primarily generated from within its local market area.

After auditing the 2011 results, Elliott Davis PLLC, in
Greenville, South Carolina, expressed substantial doubt about 1st
Financial Services' ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses that have eroded regulatory capital ratios, and the
Company's wholly owned subsidiary, Mountain First Bank & Trust
Company, is under a regulatory Consent Order with the Federal
Deposit Insurance Corporation and the North Carolina Commissioner
of Banks that requires, among other provisions, capital ratios to
be maintained at certain heightened levels.  "In addition, the
Company is under a Written Agreement with the Federal Reserve Bank
of Richmond that requires, among other provisions, the submission
and implementation of a capital plan to improve the Company and
the Bank's capital levels.  As of Dec. 31, 2011, both the Bank and
the Company are considered "significantly undercapitalized" based
on their respective regulatory capital levels."

The Company reported a net loss of $20.5 million on net interest
income of $20.5 million for 2011, compared with a net loss of
$5.3 million on interest income of $20.4 million for 2010.


3PEA INTERNATIONAL: Reports $1.5-Mil. Net Income in 2nd Quarter
---------------------------------------------------------------
3Pea International, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income attributable to the Company of $1.48 million on
$2.54 million of revenue for the three months ended June 30, 2012,
compared with net income attributable to the Company of $59,642 on
$665,033 of revenue for the same period a year ago.

The Company reported net income attributable to the Company of
$1.55 million on $4.03 million of revenue for the six months ended
June 30, 2012, compared with net income attributable to the
Company of $66,017 on $1.60 million of revenue for the same period
during the prior year.

The Company's balance sheet at June 30, 2012, showed $8.01 million
in total assets, $8.84 million in total liabilities and a $821,938
total stockholders' deficit.

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

                        http://is.gd/HsOaoG

                      About 3Pea International

Henderson, Nev.-based 3Pea International, Inc., is a transaction-
based solutions provider.  3PEA through its wholly owned
subsidiary 3PEA Technologies, Inc., focuses on delivering reliable
and secure payment solutions to help healthcare companies,
pharmaceutical companies and payers businesses succeed in an
increasingly complex marketplace.

In after auditing the financial statements for year ended Dec. 31,
2011, Sarna & Company, in Thousand Oaks, California, noted that
the Company has suffered recurring losses from operations, which
raise substantial doubt about its ability to continue as a going
concern.


79TH & LANGLEY: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: 79th & Langley Building LLC
        7900-08 S. Langley Ave.
        Chicago, IL 60619

Bankruptcy Case No.: 12-32245

Chapter 11 Petition Date: August 14, 2012

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Donald R. Cassling

Debtor's Counsel: Matthew E. McClintock, Esq.
                  GOLDSTEIN & MCCLINTOCK LLLP
                  208 South LaSalle Street Suite 1750
                  Chicago, IL 60604
                  Tel: (312) 337-7700
                  E-mail: mattm@restructuringshop.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 two largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/ilnb12-32245.pdf

The petition was signed by Hillel Shapiro, manager.


AES EASTERN: Granted Short Plan Extension, In Talks With Buyer
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended,
for the second time, AES Eastern Energy, L.P., et al.'s exclusive
periods to file and solicit acceptances for the proposed chapter
11 plan until Sept. 25, 2012, and Nov. 26, respectively.

The Court granted an extension that's shorter than initially
requested by the Debtor.  The Debtors had asked for extension
until Oct. 25, 2012, and Dec. 24, for the plan proposal and
solicitation periods, according to the Aug. 8 edition of the TCR.

The Debtors explained in the Motion that they are in negotiations
with an interested purchaser who has proposed to purchase all of
their remaining assets and assume associated remediation
obligations.

A group of noteholders objected to the requested extension.  The
group said that AES has squandered its time to negotiate a plan
and prepare adequate information, and that the Debtor has not made
good faith progress toward reorganization.

                         About AES Eastern

Ithaca, New York-based AES Eastern Energy, L.P., either directly
or indirectly, control six coal-fired electric generating plants
located in New York State.  Currently, the Debtors actively
operate two of the six power plants and sell the electricity
generated by those plants into the New York wholesale power market
to utilities and other intermediaries under short-term agreements
or directly in the spot market.

AES Eastern Energy and 13 affiliates filed for Chapter 11
bankruptcy (Bankr. D. Del. Case Nos. 11-14138 through 11-14151) on
Dec. 30, 2011.  Lawyers at Weil, Gotshal & Manges LLP and
Richards, Layton & Finger, P.A., are legal counsel to AES Eastern
Energy and affiliates.  Barclays Capital is serving as investment
banker and financial advisor.  Kurtzman Carson Consultants is the
claims and noticing agent.  AES Eastern Energy estimated
$100 million to $500 million in assets and $500 million to
$1 billion in debts.  The petition was signed by Peter Norgeot,
general manager.

Gregory A. Horowith, Esq., and Robert T. Schmidt, Esq., at Kramer,
Levin, Naftalis & Frankel LLP; and William T. Bowden, Esq.,
Benjamin W. Keenan, Esq., and Karen B. Skomorucha, Esq., at Ashby
& Geddes, P.A., serve as counsel to the Creditors Committee.  FTI
Consulting Inc. is the financial advisor.

AES Eastern Energy prevailed over opposition and obtained
authorization to hold a March 26 auction for the two operating
power plants.  Under a deal reached prepetition, the Debtor would
turn the two operating facilities over to debt holders in exchange
for debt, absent higher and better offers.


AFFINITY GROUP: Reports $7.2 Million Net Income in 2nd Quarter
--------------------------------------------------------------
Good Sam Enterprises, LLC, formerly known as Affinity Group, Inc.,
filed with the U.S. Securities and Exchange Commission its
quarterly report on Form 10-Q disclosing net income of $7.17
million on $146.33 million of revenue for the three months ended
June 30, 2012, compared with net income of $5.19 million on
$129.09 million of revenue for the same period a year ago.

The Company reported net income of $7.18 million on
$256.39 million of revenue for the six months ended June 30, 2012,
compared with net income of $2.59 million on $233.65 million of
revenue for the same period during the prior year.

The Company's balance sheet at June 30, 2012, showed
$241.29 million in total assets, $488.96 million in total
liabilities, and a $247.66 million total members' deficit.

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

                        http://is.gd/HxgE2p

                       About Affinity Group

Ventura, Calif.-based Affinity Group Holding, Inc. is a holding
company and the direct parent of Affinity Group, Inc.  The Company
is an indirect wholly-owned subsidiary of AGI Holding Corp, a
privately-owned corporation.  The Company is a member-
based direct marketing organization targeting North American
recreational vehicle owners and outdoor enthusiasts.  The
Company operates through three principal lines of business,
consisting of (i) club memberships and related products and
services, (ii) subscription magazines and other publications
including directories, and (iii) specialty merchandise sold
primarily through its 78 Camping World retail stores, mail order
catalogs and the Internet.

                           *     *     *

Affinity Group Inc. carries 'B3' long term corporate family and
probability of default ratings, with 'stable' outlook, from
Moody's Investors Service.

As reported in the Troubled Company Reporter on November 9, 2010,
Standard & Poor's Ratings Services assigned Affinity Group Inc.'s
proposed $325 million senior secured notes due 2016 its
preliminary 'B-' issue-level rating.  Following the close of the
proposed transaction, S&P expects to assign a 'B-' corporate
credit rating to Affinity Group Inc., and withdraw S&P's current
'D' corporate credit rating on Affinity Group Holding Inc.  A
portion of the proceeds of the new notes will be used, in
conjunction with cash contributions from Holding's parent, to
repay in full $88 million of senior notes that are currently
outstanding at Holding.

S&P said the expected 'B-'corporate credit rating on Affinity
Group reflects S&P's expectation that, following the proposed
refinancing transaction, adjusted debt leverage will be reduced by
about 1x, the company will not have any meaningful near-term debt
maturities, and the company will generate some discretionary cash
flow (albeit minimal).  Still, credit measures will remain
relatively weak, as adjusted debt leverage will remain above 6.0x
(S&P's operating lease adjustment adds about a turn to leverage),
and S&P expects interest coverage to remain in the low- to mid-
1.0x area over the intermediate term.


AGY HOLDING: Incurs $4.8 Million Net Loss in Second Quarter
-----------------------------------------------------------
AGY Holding Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $4.86 million on $46.54 million of net sales for the three
months ended June 30, 2012, compared with a net loss of
$6.16 million on $50 million of net sales for the same period
during the prior year.

The Company reported a net loss of $13.27 million on
$93.60 million of net sales for the six months ended June 30,
2012, compared with a net loss of $13.22 million on $94.93 million
of net sales for the same period a year ago.

The Company's balance sheet at June 30, 2012, showed
$233.76 million in total assets, $286.02 million in total
liabilities, $4.09 million in obligation under put/call for
noncontrolling interest, and a $56.35 million total shareholders'
deficit.

"During the second quarter, our AGY US business segment was able
to maintain the EBITDA pace set during the first quarter, while we
continued to execute with sound fundamentals and implement
significant operational improvements," said Richard Jenkins,
Interim CEO, AGY Holding Corp.  "We have made a deliberate effort
to improve our product mix by focusing on our more profitable
product sets.  We also maintained our focus on improving
production performance through the implementation of better
planning and processes, measures to ensure production quality and
continued cost cutting."  In looking to the future, Mr. Jenkins
added, "Our New Business Development and Science and Technology
teams are focused on further development of our high end specialty
product portfolio with a focus on the market demands of our
specialty material customer needs.  AGY has also successfully
implemented several financial measures to improve liquidity."
Lastly, Mr. Jenkins added, "we have stabilized our operating
performance and prepared ourselves for the second half of 2012."

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

                        http://is.gd/aC7gpE

                         About AGY Holding

AGY Holding Corp. -- http://www.agy.com/-- produces fiberglass
yarns and high-strength fiberglass reinforcements used in
composites applications.  AGY serves a range of markets including
aerospace, defense, electronics, construction and industrial.
Headquartered in Aiken, South Carolina, AGY has a European office
in Lyon, France and manufacturing facilities in the U.S. in Aiken,
South Carolina and Huntingdon, Pennsylvania and a controlling
interest in a manufacturing facility in Shanghai, China.

AGY Holding reported a net loss of $66.76 million in 2011, a net
loss of $14.57 million in 2010, and a net loss of $93.51 million
in 2009.

                           *     *     *

As reported by the TCR on Nov. 23, 2011, Moody's Investors Service
lowered AGY Holding Corporation's (AGY) Corporate Family Rating
(CFR) to Caa2 from B3, reflecting the decline in the company's
liquidity and weak operating performance.

In the Dec. 5, 2011, edition of the TCR, Standard & Poor's Ratings
Services lowered its corporate credit rating on Aiken, S.C.-based
AGY Holding Corp. (AGY) to 'CCC-' from 'CCC+'.

"Our rating action reflects our view that AGY's credit quality has
deteriorated due to ongoing weakness in its operating performance,
a decline in liquidity, and the potential for insufficient
liquidity to meet interest payments in 2012.  As of Sept. 30,
2011, the company reported total liquidity of $17 million
including $16.2 million of availability under its unrated
revolving credit facility. AGY reported that it expected liquidity
to decline to levels of around $12.4 million in November following
the payment of nearly $10 million in semiannual interest on its
notes.  It also expects effective availability to be lower than
the reported figures, because the company is also subject to a
fixed-charge coverage ratio covenant if availability under its
revolving credit facility declines to below $6.25 million. We do
not expect to be in compliance if the covenant becomes applicable.
Current liquidity levels have declined from our expectations of a
minimum liquidity of $20 million at the previous rating. Key
credit risks, in our view, are liquidity insufficient to meet
requirements (including approximately $20 million in future
interest payments in 2012). An additional risk is potential
liquidity requirements possibly arising from the put option
available with the seller of AGY Hong Kong Ltd. for the remaining
30% of the company not yet purchased by AGY.  The put option can
be exercised through Dec. 31, 2013.  AGY reports a fair value of
about $0.23 million for the remaining 30% of the AGY Hong Kong
Ltd. as of Sept. 30, 2011 -- a decline from an initial estimated
value of about $12 million in 2009. AGY Hong Kong also has about
$10.5 million of debt, which the company reports it is trying to
extend, and approximately $11.5 million in annually renewable
working capital facilities due in 2012 (debt at AGY Hong Kong is
nonrecourse to AGY)," S&P said.


ALION SCIENCE: $71.3 Million Consolidated EBITDA in Fiscal 2012
---------------------------------------------------------------
Alion Science and Technology Corporation disclosed that
consolidated EBITDA (earnings before interest, taxes, depreciation
and amortization) for the twelve months ended June 30, 2012, was
approximately $71.3 million, and for the three months ended
June 30, 2012, was approximately $18.8 million.  A copy of the
filing is available for free at http://is.gd/bKicd3

                        About Alion Science

Alion Science and Technology Corporation, based in McLean,
Virginia, is an employee-owned company that provides scientific
research, development, and engineering services related to
national defense, homeland security, and energy and environmental
analysis.  Particular areas of expertise include communications,
wireless technology, netcentric warfare, modeling and simulation,
chemical and biological warfare, program management.

The Company reported a net loss of $44.38 million for the year
ended Sept. 30, 2011, compared with a net loss of $15.23 million
during the prior year.

The Company's balance sheet at March 31, 2012, showed $632.08
million in total assets, $760.36 million in total liabilities,
$114.80 million in redeemable common stock, $20.78 million in
common stock warrants, and a $263.74 million accumulated deficit.

                            *     *     *

Alion carries 'Caa3' corporate family and probability of default
Ratings, with stable outlook, from Moody's.  Alion carries a 'B-'
corporate credit rating, with stable outlook, from Standard &
Poor's.  Moody's said in March 2010, "The Caa1 corporate family
rating would balance the continued high leverage against a
promising business backlog that could sustain the good 2009
revenue growth rate, though credit challenges would remain
pronounced."

As reported by the TCR on Sept. 8, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on McLean, Va.-based
Alion Science and Technology Corp. to 'CCC+' from 'B-'.  The
rating outlook is negative.

"The downgrade of Alion is a result of the company's recent
operational weakness," said Standard & Poor's credit analyst
Alfred Bonfantini, "and the prospect of further pressure on
revenues, which stem from the continuing resolution on the 2011
Federal government budget that wasn't settled until April 2011,
the subsequent specter of a U.S. government default during the
debt ceiling debate, and the ongoing uncertainty over future
budget cuts and levels."


AMBIENT CORP: Expects NASDAQ Standard Filing Delinquency Letter
---------------------------------------------------------------
Ambient Corporation disclosed that it is completing an accounting
review and restatement of certain of its previously issued
financial results and financial statements, which will delay the
filing of its quarterly report on Form 10-Q for the quarter ended
June 30, 2012.  The Company filed a Form 12b-25 Notification of
Late Filing on Aug. 15, 2012, confirming that it has delayed the
filing of the Form 10-Q with the Securities and Exchange
Commission.  Accordingly, on Aug. 15, 2012, in accordance with
standard procedures related to the delayed filing of the Form 10-Q
with the SEC, the Company received a letter from The NASDAQ Stock
Market LLC indicating that the Company is not in compliance with
the filing requirements for continued listing under NASDAQ Listing
Rule 5250(c).  The NASDAQ notice has no immediate effect on the
listing or trading of the Company's common stock on The NASDAQ
Capital Market.

The NASDAQ letter notes that Ambient is required to submit a plan
to regain compliance with NASDAQ's filing requirements for
continued listing within 60 calendar days of the date of the
NASDAQ notification letter.  Upon acceptance of the Company's
compliance plan, NASDAQ is permitted to grant an extension of up
to 180 days from the Form 10-Q's filing date for the Company to
regain compliance with NASDAQ's filing requirements for continued
listing.

The Company continues to work diligently to complete the
accounting review and, if necessary, will submit a plan to regain
compliance with NASDAQ's filing requirements within the 60 day
deadline.  As previously disclosed, the Company expects to file
the Form 10-Q upon completion of its accounting review and the
restatement of certain of its previously issued financial results
and financial statements within the next 15 days.

                     About Ambient Corporation

Ambient -- http://www.ambientcorp.com-- designs, develops and
sells the Ambient Smart Grid (R) communications platform.  The
Ambient Smart Grid products and services include communications
nodes; a network management system, AmbientNMS (R); integrated
applications; and maintenance and consulting services.


AMERICAN APPAREL: Incurs $15.3 Million Net Loss in 2nd Quarter
--------------------------------------------------------------
American Apparel, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $15.27 million on $149.46 million of net sales for the
three months ended June 30, 2012, compared with a net loss of
$213,000 on $132.80 million of net sales for the same period
during the prior year.

The Company reported a net loss of $23.16 million on
$282.12 million of net sales for the six months ended June 30,
2012, compared with a net loss of $20.95 million on
$248.87 million of net sales for the same period a year ago.

The Company's balance sheet at June 30, 2012, showed
$326.72 million in total assets, $297.80 million in total
liabilities, and $28.91 million in total stockholders' equity.

Dov Charney, Chairman and CEO of American Apparel, stated, "We are
pleased with our second quarter results that again show solid
growth and continuing momentum in all business segments and major
geographies.  Though the first two quarters are historically our
slowest, significant sales growth allowed us to more than double
our EBITDA performance to $7.6 million in the second quarter of
2012 from $3.7 million in the second quarter of 2011. In the
second quarter we saw over 30% of our stores with sales growth in
excess of 20% and as we continue to scale our operations and
further implement store-level improvements, we believe we can
raise the overall sales performance even further."

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

                        http://is.gd/GMBpVy

                      About American Apparel

Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel.  As of September 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.

Amid liquidity problems and declining sales, American Apparel in
early 2011 reportedly tapped law firm Skadden, Arps, Slate,
Meagher & Flom and investment bank Rothschild Inc. for advice on a
restructuring.

In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being.  Under the deal, the investors
were buying 15.8 million shares of common stock at 90 cents
apiece.  The deal allows the investors to purchase additional
27.4 million shares at the same price.

The Company reported a net loss of $39.31 million in 2011 and a
net loss of $86.31 million in 2010.


AMERICAN GILSONITE: Moody's Assigns 'B3' CFR/PDR; Outlook Stable
----------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
(CFR) to American Gilsonite Holding Company (American Gilsonite)
and assigned a B3 rating to its proposed $260 million senior
secured notes due 2017. The notes and existing balance sheet cash
will be used to refinance the firm's existing debt and fund a
special dividend to shareholders and pay transaction fees. The
company is also establishing a new $25 million revolving credit
facility (unrated) that will be undrawn after the completion of
the transactions. The rating outlook is stable.

The following summarizes the ratings:

American Gilsonite Holding Company

  Corporate Family Rating -- B3

  Probability of Default Rating -- B3

American Gilsonite Company

  Sr Secured notes due 2017 -- B3 (LGD4, 54%)

Outlook is Stable

Ratings Rationale

American Gilsonite Holding Company's B3 Corporate Family Rating
(CFR) reflects its high leverage, narrow business profile (single
product line, customer concentration, lack of operational and
geographic diversity), modest size and lack of substantial
operating history at the current profitability level. However, it
enjoys a significant market share for its product with limited
competition for uintaite because of the mineral's desirable
properties and scarcity of uintaite reserves outside of Utah. The
firm benefits from strong operating margins and cash flow
generation.

American Gilsonite's liquidity is supported by its cash balances
($19.5 million as of June 30, 2012), undrawn revolver and
expectations it will generate positive free cash flow in 2012-13.
(The company generated $30 million of free cash flow during the
twelve months ended June 30, 2012.) After the debt refinancing and
dividend are funded by the $260 million notes due 2017 and
existing balance sheet cash, the company is expected to have
little balance sheet cash and an undrawn $25 million revolving
credit facility.

The 4.75 year first lien revolving credit facility is due in 2017.
Moody's expects that American Gilsonite will remain in compliance
with any covenants through 2013, as they are applicable on a
springing basis. The company will have no debt maturities until
the notes mature in 2017 and benefits from relatively low
maintenance capital expenditure requirements estimated to be less
than $3 million per year, although mine development costs will
require higher expenditure levels.

The outlook is stable. The company currently has strong credit
metrics for its rating. Before Moody's would consider an upgrade,
Moody's would expect the company to develop a sustained track
record of margins and pricing at or above current levels such that
credit metrics continued to be supportive of a higher rating. A
deterioration in sales volumes, profit margins, or generation of
free cash flow to debt of less than 5% could lead to a downgrade.

The principal methodology used in rating American Gilsonite
Holdings Company was the Global Chemical 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.

American Gilsonite Holding Company (American Gilsonite) through
its operating subsidiary American Gilsonite Company is a miner,
processor and seller of Gilsonite, its brand name of the mineral
uintaite. Gilsonite is a hydrocarbon resin with physical and
chemical properties that make it a desirable additive for oil &
gas drilling (approximately 75% of American Gilsonite's revenues),
asphalt, inks and paints and foundry applications. American
Gilsonite is wholly owned by a fund managed by affiliates of
private equity firm Palladium Equity Partners, LLC. The firm had
revenues of $90 million for the twelve months ended June 30, 2012.


AMERICAN GILSONITE: S&P Assigns 'B' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Bonanza, Utah-based American Gilsonite Co. The
outlook is stable.

"At the same time, we assigned an issue level rating of 'B' to the
company's proposed senior secured $260 million notes due in 2017.
We assigned a recovery rating on the notes of '4', indicating our
expectation of average (30% to 50%) recovery for bondholders in
the event of a payment default under our recovery scenario. The
ratings on the notes are based on preliminary terms and
conditions. The notes are being sold pursuant to Rule 144a without
registration rights," S&P said.

"The corporate credit rating takes into account American
Gilsonite's relatively small size, scope, and reliance on a single
end market; though the company is the only producer of Gilsonite
in the U.S. and has consistently generated positive cash flow,"
said Standard & poor's credit analyst Gayle Bowerman. "Our
business risk profile score is 'vulnerable,' reflecting our view
of the company's lack of diversity given its single product and
mine complex, dependence on the volatile oil and gas industry, and
the threat that a substitute option for Gilsonite in drilling
fluids could be developed. Our financial risk profile score of
'aggressive' reflects American Gilsonite's small size (with 2012
anticipated revenues of around $100 million), as well as its
financial policy, which incorporates our perspective that the
company will likely use excess cash flow to pay dividends to its
private equity ownership. These factors are balanced by American
Gilsonite's history of generating positive free cash flow and our
assessment of adequate liquidity, stemming primarily from
availability under the revolving credit facility given that the
company holds minimal cash balances. American Gilsonite mines
uintaite, or Gilsonite, a naturally occurring asphalt whose resin-
like properties are used as a stabilizing agent in oil and gas
drilling fluids, as a binding element in inks and paints, and in a
variety of asphalt and foundry-related applications," S&P said.

"Our stable rating outlook reflects our view that selling prices
for Gilsonite will remain at or near current levels and that
demand will be relatively constant over the next 12 to 18 months,
based on our expectations for flat end market growth. This should
produce EBITDA levels which will support required interest
payments on its higher debt burden and positive discretionary cash
flows. We expect leverage to be about 4x at year end with FFO-to-
debt around 15%, which we consider to be in line with our
assessment of the company's aggressive financial risk profile.
Moreover, our rating outlook incorporates the company's unique
product and good profit margins despite its small size and scope,
dependence on a single end market, and high absolute debt levels
relative to its revenue base," S&P said.

"We could lower the rating if we expect the company to sustain
leverage above 5x or if EBITDA falls to levels at or below its
required interest payment and maintenance capital spending needs,
which we estimate to be in the range of $30 million to $35
million. This could occur if management or its owners adopt
a more aggressive financial policy, if oil and gas rig counts fell
to 2009 levels, if a substitute product forces the company to
substantially lower average selling prices, or if it experiences
an operating disruption at its mines or processing plant that
reduces its volumes," S&P said.

"An upgrade is less likely in the near term, given our assessment
of American Gilsonite's vulnerable business risk. We could raise
the rating over time, however, if the company is able to execute
its contemplated strategy and as it gains higher levels of
operating traction. Any upgrade would likely be limited to one
notch, given our expectation that the company will distribute
excess cash flow to its private equity ownership, dependency on a
single end market, and risk that a substitute product could be
developed," S&P said.


AMERICAN PACIFIC: Moody's Raises CFR/PDR to 'B1'; Outlook Stable
----------------------------------------------------------------
Moody's Investors Service upgraded American Pacific Corporation's
(AMPAC) corporate family rating and probability of default rating
to B1 from B2. Concurrently, the rating on the company's senior
unsecured notes due 2015 was raised to B2 from B3, and its
speculative grade liquidity rating was moved to SGL-2 from SGL-3.
The outlook was changed to stable.

Ratings Rationale

AMPAC recently completed the sale of its aerospace equipment
segment, also known as In-Space Propulsion business, to Moog Inc.
(Ba2, Stable) for roughly $46 million. Using the divestiture
proceeds, the company is in process of redeeming $40 million of
its 9% senior notes due 2015, thereby reducing the outstanding
amount to $65 million. The decrease in debt and operational
improvements in its Fine Chemicals business which caters to the
pharmaceutical industry are expected to lower AMPAC's leverage
materially for 2013 fiscal year.

These positive actions reflect the improvement in AMPAC's
performance and reduction in debt with the proceeds from the sale
of aerospace equipment segment. AMPAC's B1 CFR reflects expected
improvement in credit metrics and liquidity, operational
improvements and profitability in the Fine Chemicals business,
better fixed cost absorption in the Specialty Chemicals business
in 2012 owing to relatively even ammonium perchrolate (AP) sales
volumes, and sale of a lower margin business segment. However, the
CFR is constrained by the firm's modest size; narrow product line;
limited operational and geographic diversity; customer
concentration with Department of Defense, and a few pharmaceutical
companies; limited growth in the AP business; environmental
liabilities related to the AP business; and reliance on a limited
number of products for the majority of its cash flow. The majority
of its cash flow is generated by the AP business and sales of a
limited number of active pharmaceutical ingredients.

The stable outlook reflects the improved operating performance and
expectations that its free cash flow will improve modestly in
fiscal 2013. Despite strong credit metrics and reduction in debt,
there is no upside to the ratings currently given the firm's
modest size and limited product and application portfolio. The
ratings could be lowered or the outlook changed to negative if
AMPAC failed to maintain adequate liquidity (at least $25-30
million) or if the support from the US government agencies,
specifically Department of Defense and to an extent NASA,
deteriorates resulting in decreased sustainability of its AP
business. Additionally, Moody's would expect the company generate
sufficient earnings (EBITDA greater than $30 million) to maintain
credit metrics supportive of the current B1 Corporate Family
Rating.

AMPAC's SGL-2 (good) speculative grade liquidity rating reflects
Moody's expectations the company will produce moderate free cash
flow in its 2013 fiscal year. AMPAC's liquidity is further
supported by its cash balances ($39 million as of June 30, 2012)
and undrawn $20 million asset based revolver, which has not been
drawn since it was established in January 2011. Moody's notes that
working capital requirements can result in $10-15 million swings
in liquidity due to large customer purchases. The company is only
required to comply with financial covenants if the revolver is
used and unused availability is less than $5 million.

The following summarizes AMPAC's ratings:

American Pacific Corporation

Ratings upgraded:

Corporate Family Rating -- B1 from B2

Probability of Default Rating -- B1 from B2

Gtd senior unsecured notes due 2015 -- B2 (LGD4, 60%)* from B3
(LGD4, 58%)

Speculative Grade Liquidity Rating -- SGL-2 from SGL-3

* LGD assessment assumes successful redemption of $40 million
   senior notes by September 2012

Rating outlook is stable.

The principal methodology used in rating American Pacific
Corporation was the Global Chemical 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.

American Pacific Corporation manufactures chemical and aerospace
products, including active pharmaceutical ingredients, perchlorate
chemicals used primarily in space propulsion, Halotron, a clean
fire extinguishing agent, sodium azide and water treatment
equipment. AMPAC, headquartered in Las Vegas, Nevada, had revenues
of $255 million (including partial year revenues from the
discontinued aerospace equipment segment) for the twelve months
ending June 30, 2012.


AMREP CORP: Has Tolling and Forbearance Agreement with PBGC
-----------------------------------------------------------
AMREP Corporation entered into a Tolling and Forbearance Agreement
dated Aug. 13, 2012, with the Pension Benefit Guaranty
Corporation.  The PBGC is the agency of the United States
government that administers the insurance program established
under the Employee Retirement Income Security Act of 1974, as
amended, to protect private-sector defined benefit pension plans,
including the Company's Retirement Plan for Employees.

The Agreement deals with the Company's $11,688,437 accelerated
funding liability to the Plan that arose under Section 4062(e) of
ERISA as a result of the Company's closing of certain of its
facilities in connection with the consolidation of its
Subscription Fulfillment Services business and the associated work
force reduction.

In the Agreement, the PBGC has agreed to forbear from asserting
certain rights to obtain payment of the aforesaid accelerated
funding liability granted to it by ERISA, and the Company has
agreed:

    (a) to pay $3,000,000 of the liability not later than
        Aug. 23, 2012; and

    (b) if it has not paid the remaining liability or adequately
        secured it with collateral acceptable to the PBGC before
        Aug. 13, 2013, then either (i) to provide a letter of
        credit in an amount equal to 110% of the remaining
        liability or establish a cash escrow with an independent
        escrow agent in an amount equal to 100% of the remaining
        liability, to be maintained for five years or until the
        remaining liability is discharged, if sooner, or (ii) to
        provide security for the remaining liability acceptable to
        the PBGC and discharge the liability in quarterly
        installments over a five year period.

As previously indicated in the Company's annual report to the
Securities and Exchange Commission for the fiscal year ended
April 30, 2012, on Form 10-K filed July 26, 2012, the Company is
unable to offer any assurance that it will be able to discharge
the remaining liability before Aug. 13, 2013, or meet the PBGC's
requirements for securing and paying it, nor can it offer any
assurance that, in the event of such inability, it will be able to
negotiate with the PBGC to obtain further relief.

A copy of the Agreement is available for free at:

                       http://is.gd/6zi8bU

                         About Amrep Corp.

AMREP Corporation's Media Services business, conducted by its
Kable Media Services, Inc., and Palm Coast Data LLC subsidiaries,
distributes magazines to wholesalers and provides subscription and
product fulfillment and related services to publishers and others,
and its AMREP Southwest Inc. subsidiary is a major landholder and
leading developer of real estate in New Mexico.

Amrep Corp. reported a net loss of $1.14 million for the year
ended April 30, 2012, a net loss of $7.56 million for the year
ended April 30, 2011, and a net loss of $9.48 million for the
fiscal year ended April 30, 2010.

The Company's balance sheet at April 30, 2012, showed $203.03
million in total assets, $128.39 million in total liabilities and
$74.64 million in total shareholders' equity.


ARKANOVA ENERGY: Amends Note Purchase Agreement with Aton
---------------------------------------------------------
Arkanova Energy Corporation's wholly owned subsidiary, Arkanova
Acquisition Corporation, entered into a Loan Modification
Agreement and an Amended and Restated Note Purchase Agreement with
Aton Select Funds Limited which were effective as of July 1, 2012,
whereby Aton agreed to increase the amount outstanding under the
restated secured promissory note entered into as of Oct. 1, 2011,
by $1,000,000 and consolidate the remaining balance, including
accrued interest from Oct. 1, 2011, to June 30, 2012, equal to
$315,000, under the 2011 Note and the Additional Loan Amount into
one new amended and restated promissory note in the principal
amount of $8,315,000.

The 2012 Note bears interest at the rate of 6% per annum, is due
and payable on June 30, 2013, is secured by a pledge of all of
Acquisition's interest in its wholly-owned subsidiary, Provident
Energy of Montana, LLC.  Interest on the 2012 Note is payable 10
days after maturity in shares of the Company's common stock.  The
number of shares of the Company's common stock payable as interest
on the 2012 Note will be determined by dividing $498,900 by the
average stock price for the Company's common stock over the 15
business day period immediately preceding the date on which the
2012 Note matures.  Acquisition's obligations under the 2012 Note
are guaranteed by the Company pursuant to a Guaranty Agreement
dated as of July 1, 2012.  The Company expects to receive the
Additional Loan Amount evidenced by the foregoing amended and
restated loan documents by the end of August 2012.

                       About Arkanova Energy

The Woodlands, Tex.-based Arkanova Energy Corporation is currently
participating in oil and gas exploration activities in Arkansas,
Colorado and Montana.  All of Arkanova's oil and gas properties
are located in the United States.

In the auditors' 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 has incurred losses
since inception, which raises substantial doubt about its ability
to continue as a going concern.

The Company reported a net loss of $2.06 million on $1.32 million
of total revenue for the year ended Sept. 30, 2011, compared with
a net loss of $13.87 million on $1.03 million of total revenue
during the prior year.

The Company's balance sheet at March 31, 2012, showed
$2.83 million in total assets, $8.66 million in total liabilities,
and a $5.83 million total stockholders' deficit.


ARRAY BIOPHARMA: Incurs $23.5 Million Net Loss in Fiscal 2012
-------------------------------------------------------------
Array BioPharma Inc. reported a net loss of $8.02 million on
$20.66 million of total revenue for the three months ended
June 30, 2012, compared with a net loss of $21.75 million on
$19.04 million of total revenue for the same period during the
prior year.

The Company reported a net loss of $23.58 million on
$85.13 million of total revenue for the 12 months ended June 30,
2012, compared with a net loss of $56.32 million on $71.90 million
of total revenue during the prior year.

Ron Squarer, chief executive officer of Array, noted, "We made
great progress from a financial standpoint in fiscal 2012.  We
recorded a double-digit increase in annual revenue while managing
our spending and strengthening our cash position.  Looking ahead,
we are evolving into a late-stage development company, moving
towards multiple pivotal trials by the end of calendar year 2013."

Mr. Squarer added, "We are excited about the recently announced
Phase 2 clinical trial results for ARRY-797 which showed
statistically significant pain reduction on top of NSAIDS compared
to placebo plus NSAIDs in osteoarthritis patients suffering from
moderate to severe knee pain.  Remarkably, for patients who
completed the trial, the level of pain relief demonstrated by
ARRY-797, a non-opioid drug, was comparable with oxycodone ER, a
proven, powerful opioid with significant tolerability and safety
issues.  The drop-out rate for oxycodone ER was more than five
times greater than for ARRY-797.  In addition, we remain confident
that AstraZeneca and Novartis will continue development of
selumetinib and MEK162, respectively, based on the potential these
products hold for patients as demonstrated in their Phase 2 trials
shared at ASCO."

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

                         http://is.gd/uldlGH

                        About Array Biopharma

Boulder, Colo.-based Array BioPharma Inc. is a biopharmaceutical
company focused on the discovery, development and
commercialization of targeted small-molecule drugs to treat
patients afflicted with cancer and inflammatory diseases.  Array
has four core proprietary clinical programs: ARRY-614 for
myelodysplastic syndromes, ARRY-520 for multiple myeloma, ARRY-797
for pain and ARRY-502 for asthma.  In addition, Array has 10
partner-funded clinical programs including two MEK inhibitors in
Phase 2: selumetinib with AstraZeneca and MEK162 with Novartis.

The Company's balance sheet at March 31, 2012, showed
$120.04 million in total assets, $198.81 million in total
liabilities, and a stockholders' deficit of $78.77 million.

The Company said in its quarterly report for the period ended
March 31, 2012, that "If we are unable to obtain additional
funding from these or other sources when needed, or to the extent
needed, it may be necessary to significantly reduce the current
rate of spending through further reductions in staff and delaying,
scaling back, or stopping certain research and development
programs, including more costly Phase 2 and Phase 3 clinical
trials on our wholly-owned programs as these programs progress
into later stage development.  Insufficient liquidity may also
require us to relinquish greater rights to product candidates at
an earlier stage of development or on less favorable terms to us
and our stockholders than we would otherwise choose in order to
obtain upfront license fees needed to fund operations.  These
events could prevent us from successfully executing our operating
plan and in the future could raise substantial doubt about our
ability to continue as a going concern."


ARCTIC GLACIER: No June 30 Interim Report; Sale to HIG Closed
-------------------------------------------------------------
Arctic Glacier Income Fund disclosed that it will not be able to
file an interim financial report and interim management's
discussion and analysis for the period ended June 30, 2012,
together with the related certification of filings under National
Instrument 52-109 Certification of Disclosure in Issuers' Annual
and Interim Filings by Aug. 29, 2012, the deadline prescribed by
securities legislation.

In its CCAA proceedings, Arctic Glacier continued its business
under the protection of a stay of creditor claims and Arctic
Glacier conducted a court supervised recapitalization of its
business through the initiation of a sale and investment
solicitation process.  Since the CCAA proceedings commenced, in
compliance with the CCAA and the orders of the Court in the CCAA
proceedings, Arctic Glacier has provided the Monitor with full
access to its accounting records.  The Monitor has filed with the
Court periodic reports which have included Arctic Glacier's cash
flow projections and other financial information concerning Arctic
Glacier.  Arctic Glacier anticipates that the Monitor will
continue to file reports with the Court updating relevant
financial information concerning Arctic Glacier.

As previously disclosed, with the approval of the Court and the US
Court, on July 27, 2012, Arctic Glacier sold substantially all of
its business and assets to affiliates of H.I.G. Capital for cash
consideration and the assumption of certain current liabilities.

On closing the Sale, the Purchaser hired substantially all of
Arctic Glacier's employees and is continuing the business formerly
carried on by Arctic Glacier.  The remaining cash proceeds of the
Sale are being held by the Monitor pending further order of the
Court, the satisfaction of tax liabilities, if any, the
determination and payment of creditor claims, including
outstanding litigation claims, and such other matters considered
relevant by the Trustees of the Fund.

As a consequence of the Sale, Arctic Glacier has not had the
requisite time or resources to prepare and file the Continuous
Disclosure Documents reflecting its financial position as of June
30, 2012.  Arctic Glacier intends to file the Continuous
Disclosure Documents as soon as is commercially reasonable, or as
required by the Court.

Arctic Glacier intends to satisfy the provisions of the
alternative information guidelines set out in National Policy 12-
203 Cease Trade Orders for Continuous Disclosure Defaults so long
as it remains in default of the Specified Requirement.  It also
intends to file with the applicable securities regulatory
authorities throughout the period in which it is in default of the
Specified Requirement, the same information it or its subsidiaries
provide to their creditors when the information is provided to
their creditors and in the same manner as it would file a material
change report under part 7 of National Instrument 51-102
Continuous Disclosure Requirements.

                       About Arctic Glacier

Winnipeg, Canada-based Arctic Glacier Inc., et al., manufacture
packaged ice for distribution in Canada and the United States.

On Feb. 22, 2012 Arctic Glacier Income Fund, together with its
subsidiaries, initiated proceedings in the Manitoba Court of
Queens Bench seeking a court supervised recapitalization under the
Companies' Creditors Arrangement Act.  Under the CCAA, Alvarez &
Marsal Canada Inc. was appointed by the Court as Monitor.

Concurrently, Philip J. Reynolds of Alvarez & Marsal Canada Inc.,
as monitor and foreign representative, filed Chapter 15 petitions
for Arctic Glacier, et al. (Bankr. D. Del. Lead Case No. 12-10603)
on Feb. 22, 2012.  Bankruptcy Judge Kevin Gross presides over the
case. Mr. Reynolds is represented by Robert S. Brady, Esq., at
Young, Conaway, Stargatt & Taylor, LLP.

The Debtors is estimated to have assets and debts at $100 million
to $500 million.


BANK OF THE CAROLINAS: Files Form 10-Q, Incurs $170K Loss in Q2
---------------------------------------------------------------
Bank of the Carolinas Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss available to common stockholders of $170,000
on $4.16 million of total interest income for the three months
ended June 30, 2012, compared with a net loss available to common
stockholders of $9.85 million on $5.34 million of total interest
income for the same period a year ago.

The Company reported a net loss available to common stockholders
of $2.88 million on $8.70 million of total interest income for the
six months ended June 30, 2012, compared with a net loss available
to common stockholders of $13.30 million on $10.76 million of
total interest income for the same period during the prior year.

The Company's balance sheet at June 30, 2012, showed
$473.60 million in total assets, $463.57 million in total
liabilities, and $10.03 million in total stockholders' equity.

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

                        http://is.gd/UbNZHn

                    About Bank of the Carolinas

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

As reported in the TCR on April 9, 2012, Turlington and Company,
LLP, in Lexington, North Carolina, expressed substantial doubt
about Bank of the Carolinas' ability to continue as a going
concern, following the Company's results for the fiscal year ended
Dec. 31, 2011.  The independent auditors noted that the Company
has suffered recurring credit losses that have eroded certain
regulatory capital ratios.  "As of Dec. 31, 2011, the Company is
considered undercapitalized based on their regulatory capital
level."


BEHRINGER HARVARD: Reports $5.6-Mil. Net Income in 2nd Quarter
--------------------------------------------------------------
Behringer Harvard Short-Term Opportunity Fund I LP filed with the
U.S. Securities and Exchange Commission its quarterly report on
Form 10-Q disclosing net income of $5.62 million on $4.32 million
of total revenues for the three months ended June 30, 2012,
compared with a net loss of $14.80 million on $4.39 million of
total revenues for the same period during the prior year.

The Company reported net income of $3.07 million on $8.67 million
of total revenues for the six months ended June 30, 2012, compared
with a net loss of $20.06 million on $9.18 million of total
revenues for the same period a year ago.

The Company's balance sheet at June 30, 2012, showed
$66.71 million in total assets, $84.46 million in total
liabilities, and a $17.75 million total deficit.

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

                        http://is.gd/RN650T

                      About Behringer Harvard

Addison, Tex.-based Behringer Harvard is a limited partnership
formed in Texas on July 30, 2002.  The Company's general partners
are Behringer Harvard Advisors II LP and Robert M. Behringer.  As
of Sept. 30, 2011, seven of the twelve properties the Company
acquired remain in the Company's  portfolio.  The Company's
Agreement of Limited Partnership, as amended, provides that the
Company will continue in existence until the earlier of Dec. 31,
2017, or termination of the Partnership pursuant to the
dissolution and termination provisions of the Partnership
Agreement.

For the year ended Dec. 31 2011, Deloitte & Touche LLP, in Dallas,
Texas, noted that the uncertainty surrounding the ultimate outcome
of settling unpaid debt and its effect on the Partnership, as well
as the Partnership's operating losses at its subsidiaries, raise
substantial doubt about its ability to continue as a going
concern.  The Partnership is facing a significant amount of debt
maturities in the near future and debt which has matured but
remains unpaid, which is recourse to the Partnership.

Behringer reported a net loss of $50.15 million in 2011, a net
loss of $18.71 million in 2010, and a net loss of $15.47 million
in 2009.

                         Bankruptcy Warning

Of Behringer's $122.8 million in notes payable at March 31, 2012,
$51.3 million has matured and is subsequently in default and an
additional $50.8 million is scheduled to mature in the next twelve
months.  As of March 31, 2012, of the Company's $122.8 million in
notes payable, $110.4 million was secured by properties and $99.9
million was recourse to the Company.  The Company continues to
have negotiations and discussions with lenders to modify or
restructure loans, outcomes of which may include a sale to a third
party or returning the property to the lender.  The Company may
also consider putting certain of its subsidiaries into bankruptcy
in order to protect the Company's interest in the property.


BILLMYPARENTS INC: Incurs $3.5 Million Loss in June 30 Quarter
--------------------------------------------------------------
BillMyParents, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a loss
from operations of $3.55 million on $259,290 of revenue for the
three months ended June 30, 2012, compared with a loss from
operations of $4.21 million on $16,046 of revenue for the same
period a year ago.

The Company reported a loss from operations of $11.14 million on
$776,805 of revenue for the nine months ended June 30, 2012,
compared with a loss from operation of $8.20 million on $22,800 of
revenue for the same period during the prior year.

The Company's balance sheet at June 30, 2012, showed $7.83 million
in total assets, $1.47 million in total liabilities, all current,
and $6.36 million in total stockholders' equity.

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

                        http://is.gd/zEn1Tj

                        About BillMyParents

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

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

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


BIOZONE PHARMACEUTICALS: To Restate March 31 Form 10-Q
------------------------------------------------------
The Chief Financial Officer of BioZone Pharmaceuticals, Inc.,
Elliot Maza, concluded that the previously issued financial
statements contained in the Company's quarterly report on Form
10-Q for the period ended March 31, 2011, should no longer be
relied upon because of an error in the quarterly report and that
those financial statements would be restated to make the necessary
accounting adjustments.

During the Company's review of the interim financial statements
for the three and six months ended June 30, 2012, the Company
determined that the financial statements filed for the three month
period end March 31, 2012, contained a misstatement pertaining to
the expenses incurred by the Company, determining that certain
expenses should be recharacterized and shown in a new line item
for selling expenses to be added to the Financial Statements and
that the Financial Statements contained a misstatement pertaining
to the accounting for issuances of certain convertible promissory
notes of the Company.

The Company will restate the Financial Statements to correct the
errors and file an amendment to the Quarterly Report with the
Securities and Exchange Commission.

                    About Biozone Pharmaceuticals

Biozone Pharmaceuticals, Inc., formerly, International Surf
Resorts, Inc., was incorporated under the laws of the State of
Nevada on Dec. 4, 2006, to operate as an internet-based provider
of international surf resorts, camps and guided surf tours.  The
Company proposed to engage in the business of vacation real estate
and rentals related to its surf business and it owns the Web site
isurfresorts.com.  During late February 2011, the Company began to
explore alternatives to its original business plan.  On Feb. 22,
2011, the prior officers and directors resigned from their
positions and the Company appointed a new President, Director,
principal accounting officer and treasurer and began to pursue
opportunities in medical and pharmaceutical technologies and
products.  On March 1, 2011, the Company changed its name to
Biozone Pharmaceuticals, Inc.

Since March 2011, the Company has been engaged primarily in
seeking opportunities related to its intention to engage in
medical and pharmaceutical businesses.  On May 16, 2011, the
Company acquired substantially all of the assets and assumed all
of the liabilities of Aero Pharmaceuticals, Inc., pursuant to an
Asset Purchase Agreement dated as of that date.  Aero manufactures
markets and distributes a line of dermatological products under
the trade name of Baker Cummins Dermatologicals.

On June 30, 2011, the Company acquired the Biozone Labs Group
which operates as a developer, manufacturer, and marketer of over-
the-counter drugs and preparations, cosmetics, and nutritional
supplements on behalf of health care product marketing companies
and national retailers.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Paritz and Company. P.A., in Hackensack,
N.J., expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company does not have sufficient cash balances to meet working
capital and capital expenditure needs for the next twelve months.
In addition, as of Dec. 31, 2011, the Company has a shareholder
deficiency and negative working capital of $4.37 million.  The
continuation of the Company as a going concern is dependent on,
among other things, the Company's ability to obtain necessary
financing to repay debt that is in default and to meet future
operating and capital requirements.

Biozone reported a net loss of $5.45 million in 2011, compared
with a net loss of $319,813 in 2010.

The Company's balance sheet at March 31, 2012, showed $8 million
in total assets, $13.76 million in total liabilities and a $5.76
million total shareholders' deficiency.


BLUE RAVEN: Moved to Chapter 7 After Insufficient Sale
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports the Chapter 11 reorganization of Blue Raven Technology
Inc. was converted this week to a liquidation in Chapter 7 where a
trustee is appointed.  A sale of the business produced
insufficient net proceeds to cover payment of expenses run up
during the Chapter 11 effort.

According to the report, the Debtor sold its business in July,
producing what the U.S. Trustee said were less proceeds than
expected.  When the Justice Department's bankruptcy watchdog
sought conversion of the case to a Chapter 7 liquidation, the
company didn't object, according to court records.

The report relates that the bankruptcy court approved what was
intended to be a $1.4 million sale to private-equity investor
Leading Ridge Capital Partners LLC from Rockville, Maryland.

                         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.


BMB MUNAI: Incurs $750,000 Net Loss in Fiscal First Quarter
-----------------------------------------------------------
BMB Munai, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $750,314 on $0 of revenue for the three months ended June 30,
2012, compared with net income of $4.32 million on $0 of revenue
for the same period during the prior year.

The Company did not generate any revenue during the three months
ended June 30, 2012, and 2011, except from oil and gas sales
through Emir Oil, LLP.

The Company's balance sheet at June 30, 2012, showed $38.95
million in total assets, $18.32 million in total liabilities, all
current, and $20.62 million in total shareholders' equity.

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

                        http://is.gd/Yoc71j

                         About BMB Munai

Based in Almaty, Kazakhstan, BMB Munai, Inc., is a Nevada
corporation that originally incorporated in the State of Utah in
1981.  Since 2003, its business activities have focused on oil and
natural gas exploration and production in the Republic of
Kazakhstan through its wholly-owned operating subsidiary Emir Oil
LLP.  Emir Oil holds an exploration contract that allows the
Company to conduct exploration drilling and oil production in the
Mangistau Province in the southwestern region of Kazakhstan until
January 2013.  The exploration territory of its contract area is
approximately 850 square kilometers and is comprised of three
areas, referred to herein as the ADE Block, the Southeast Block
and the Northwest Block.

BMB Munai reported a net loss of $139.21 million for the year
ended March 31, 2012, compared with net income of $4.88 million
for the year ended March 31, 2011.

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, issued a
"going concern" qualification on the consolidated financial
statements for the fiscal year ended March 31, 2012.  The
independent auditors noted that the Company will have no
continuing operations that result in positive cash flow, which
raises substantial doubt about its ability to continue as a going
concern.


BORDERS GROUP: Gift Card Holders Aren't 'Known' Creditors
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. Bankruptcy Judge Martin Glenn in New York in a
22-page opinion Aug. 15 ruled that creditors of Borders Group Inc.
won't have their recoveries diluted by claims on unredeemed gift
cards.

According to the report, Borders sold off the merchandise in
going-out-of-business sales, won approval of a liquidating Chapter
11 plan in Dec., and implemented the plan the next month.  June 1,
2011, was the last date for filing claims.  In January, a handful
of gift card holders filed papers seeking permission to file late
claims for themselves and for a class representing all gift card
holders.  They contended it was "excusable neglect" on their part
not to have filed timely claims because they weren't sent
individual notices of the last day for filing claims.  Gift card
holders argued that publication of the filing deadline in a
newspaper wasn't sufficient notice.

Judge Glenn disagreed, ruling that gift card holders weren't
entitled to individualized notice because Borders maintained no
databases with their contact information.  Consequently, notice by
publication was sufficient notice, the judge ruled, according to
the report.

The report notes the judge said he couldn't bend the notion of
excusable neglect by allowing late claims because it would have a
"disastrous effect" on other creditors, given that there is $210.5
million in unredeemed gift cards.  If gift card holders had valid
claims, payments to other creditors would be "severely impacted,"
he said, because there is only $90 million cash for distribution
on unsecured claims that total as much as $850 million.

                        About Borders Group

Borders Group operated book, music and movie superstores and mall
based bookstores under the Borders, Waldenbooks, Borders Express
and Borders Outlet names, as well as Borders-branded airport
stores in the United States.  At Jan. 29, 2011, the Company
operated 639 stores in the United States and 3 in Puerto Rico.
The Company also operated a proprietary e-commerce Web site --
http://www.Borders.com/-- launched in May 2008, which included
both in-store and online e-commerce components.  As of Feb. 11,
2011, Borders employed a total of 6,100 full-time employees,
11,400 part-time employees, and roughly 600 contingent employees.

Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.  David M. Friedman, Esq., David S.
Rosner, Esq., Andrew K. Glenn, Esq., and Jeffrey R. Gleit, Esq.,
at Kasowitz, Benson, Torres & Friedman LLP, in New York, served as
counsel to the Debtors.  Jefferies & Company's Inc. served as the
financial advisor.  DJM Property Management is the lease and real
estate services provider.  AP Services LLC served as the interim
management and restructuring services provider.  The Garden City
Group, Inc., acted as the claims and notice agent.

Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, served as counsel to the DIP Agents.  Lowenstein Sandler
represented the official unsecured creditors committee for Borders
Group.

The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010.

Borders selected proposals by Hilco and Gordon Brothers to conduct
going out of business sales for all stores after no going concern
offers of higher value were submitted by the deadline.

In January 2012, Borders' First Amended Joint Chapter 11 Plan of
Liquidation became effective, and the Company emerged from Chapter
11 protection.  The Court confirmed the Plan filed by the Debtors
and the Official Committee of Unsecured Creditors at a Dec. 20,
2011 hearing.  Borders' disclosure statement projected that
unsecured creditors with $812 million to $850 million in claims
should see a recovery between 4% and 10%.

The Debtors have been renamed BGI Inc.


BROADCAST INTERNATIONAL: Posts $442,000 Net Profit in Q2
--------------------------------------------------------
Broadcast International, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net profit of $442,324 on $2.35 million of net sales for the three
months ended June 30, 2012, compared with net profit of $847,192
on $1.99 million of net sales for the same period during the prior
year.

The Company reported a net loss of $304,641 on $4.04 million of
net sales for the six months ended June 30, 2012, compared with
net profit of $661,715 on $3.74 million of net sales for the same
period a year ago.

The Company reported net income of $1.30 million in 2011, compared
with a net loss of $18.66 million in 2010.

The Company's balance sheet at June 30, 2012, showed $3.39 million
in total assets, $9.08 million in total liabilities, and a
$5.68 million total stockholders' deficit.

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

                        http://is.gd/2Rk24e

                    About Broadcast International

Based in Salt Lake City, Broadcast International, Inc., installs,
manages and supports private communication networks for large
organizations that have widely-dispersed locations or operations.
The Company owns CodecSys, a video compression technology to
convert video content into a digital data stream for transmission
over satellite, cable, Internet, or wireless networks, as well as
offers audio and video production services.  The Company's
enterprise clients use its networks to deliver training programs,
product announcements, entertainment, and other communications to
their employees and customers.


BROADVIEW NETWORKS: Incurs $8.4 Million Net Loss in 2nd Quarter
---------------------------------------------------------------
Broadview Networks Holdings, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $8.43 million on $86.89 million of
revenue for the three months ended June 30, 2012, compared with a
net loss of $2.02 million on $95.53 million of revenue for the
same period during the prior year.

The Company reported a net loss of $13.78 million on
$175.44 million of revenue for the six months ended June 30, 2012,
compared with a net loss of $4.06 million on $193.95 million of
revenue for the same period a year ago.

The Company's balance sheet at June 30, 2012, showed
$255.25 million in total assets, $378.96 million in total
liabilities, and a $123.71 million total stockholders' deficiency.

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

                       http://is.gd/J5xh5C

                    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.

                           *     *     *

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.


BURGER KING: S&P Raises Corp. Credit Rating to 'B+'
---------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on the Miami-based Burger King Corp. to 'B+' from 'B'. The
outlook is stable.

"At the same time, we raised the issue-level rating on the
company's senior secured credit facility to 'BB' from 'BB-'. We
rate the facility two notches above the corporate credit rating,
and the recovery rating on the facility remains '1' indicating our
expectation of very high (90%-100%) recovery of principal in the
event of payment default," S&P said.

"We also raised the issue-level rating on the company's senior
unsecured notes to 'B' from 'B-'. We rate the notes one notch
below the corporate credit rating and the recovery rating remains
'5', indicating our expectation of modest (10%-30%) recovery of
principal in the event of default," S&P said.

"In addition, we raised the rating on the company's discount notes
to 'B-' from 'CCC+'. We rate these notes two notches below the
corporate credit rating, and the recovery rating remains '6',
which indicates our expectation of negligible (0%-10%) recovery of
principal in the event of default," S&P said.

"The rating action comes after Burger King's positive operating
trends in 2012," said Standard & Poor's credit analyst Charles
Pinson-Rose. "Year-to-date EBITDA is up close to 20%, reflecting
comparable-store sales growth of 4.5%, international restaurant
expansion, and administrative cost management."

"While we expect sales trends may moderate for the remainder of
2012, we are still forecasting meaningful profit growth," added
Mr. Pinson-Rose. "Moreover, the company has generated significant
free cash flow and reduced debt, and we foresee this continuing."

"The rating on Burger King reflects our view of the company's
financial risk profile as 'highly leveraged,' based on forecasted
credit ratios. We also assess its business risk as 'fair,' which
incorporates the highly competitive nature of the industry and its
susceptibility to economic conditions that somewhat offsets Burger
King's global presence, domestic market share, and recent
operational improvements," S&P said.

"Our outlook on Burger King is stable, incorporating our
expectation that operating trends will continue to improve in the
second half of 2012 and that Burger King will use free cash flows
to reduce debt, leading to leverage in the low-5x area by the end
of 2012," S&P said.

"We would consider a higher rating if we believed Burger King
could further improve credit ratios such that adjusted leverage
would be around 4.5x and coverage was near 2.8x. We do not foresee
that occurring in 2012. However, if Burger King improved EBITDA to
the range of $720 million-$730 million and the company reduced
debt by an additional $350 million from current levels, we
estimate the company could reach those thresholds," S&P said.

"We could consider a lower rating if operating trends worsened and
the company ceased to repay debt with excess cash flow. For
example, if leverage was in the mid-5x area and coverage in the
low-2x area, we would likely lower the rating. This could occur if
the company meets our expectations for 2012, but in 2013, EBITDA
declined by about 16%-18% and the company did not repay any debt
with excess cash flow," S&P said.


CAESERS ENTERTAINMENT: Fitch Rates New $750MM Add-On Notes 'B-'
---------------------------------------------------------------
Fitch Ratings rates Caesars Entertainment Operating Company,
Inc.'s (OpCo; CEOC) $750 million proposed add-on issuance to the
8.5% senior secured notes due 2020 'B-/RR2'.  Fitch has also
affirmed the Issuer Default Ratings (IDRs) of CEOC and related
issuers and has revised certain issue specific ratings per the
agency's updated rating definitions.

Proceeds from the add-on issuance will be used to repay a portion
of the B1-B3 term loans outstanding.  In conjunction with the
issuance CEOC will solicit extensions on its B1-B3 term loans
maturing in 2015 and its revolver commitments maturing 2014.
Extended term loans and revolver commitments will be due 2018 and
2017, respectively.  CEOC will repay 50% of the principal
outstanding on the extending term loans and reduce commitments by
the same percentage on the extending revolver commitments.  CEOC
will also offer the 2014 revolver lenders to convert commitments
into the extended term loans. Following the conversion CEOC will
offer to repay 50% of the amounts converted.

The transactions are an incremental credit positive as CEOC
continues to chip away at its 2015 maturity wall.  Prior to these
transactions taking effect, CEOC's 2015 maturities include $2
billion of B1-B3 term loans, $215 million of second-lien notes,
and $792 million of unsecured notes ($427 million held by the
parent).  It remains to be seen how much of the extension is
agreed to by the B1-B3 lenders.  Earlier this year, CEOC pushed
out nearly $3 billion of B1-B3 loans using a similar strategy of
issuing first-lien notes to partially repay lenders agreeing to
extend (40% repayment vs. 50% currently being offered).

Overall, Fitch is now more negative on CEOC's operating and free
cash flow prospects as compared to earlier in this year.  Caesars
Entertainment Corp.'s (Caesars; parent) reported second-quarter
results were disappointing with weakness shown in most of its
reporting segments.  This is consistent with the lackluster growth
seen in the recent months across the regional markets and on the
Las Vegas Strip.  Fitch believes that these trends are driven by
the weakening consumer sentiment and does not see these trends
reversing in 2012.

Looking ahead into 2013, property openings impacting Caesars'
Chicago-area and Atlantic City properties will anniversary, which
should make for easier comparisons.  That said, Fitch's base case
now assumes flat-to-low-single digit growth for Caesars
properties' top-line which may not be enough to offset CEOC's
increasingly onerous interest expense burden and the need to
reinvest more meaningfully into its existing properties.  In
Fitch's base case, CEOC burns through roughly $450 million- $500
million annually in FCF in 2012 and 2013.

The Rating Outlook on Caesars' Issuer Default Rating (IDR) is
Stable, which continues to reflect the company's available
liquidity and considerable time until the 2015 maturities.
Assuming that the recent negative trends do not reverse themselves
by late this year or early next year Fitch may revise Caesars'
Outlook to Negative as prospects of Caesars successfully
refinancing the remaining 2015 and later maturities would become
increasingly doubtful without a visible path to a sustainable FCF
model.

When considering an Outlook revision Fitch will also contemplate
the parent's ability and willingness to support CEOC.  The parent
generates meaningful income outside of CEOC including interest
income on $1.1 billion of CEOC's senior unsecured notes held by
the parent and management fees from the FCF-positive PropCo.
Fitch also thinks that the parent will maintain its majority stake
in Caesars Interactive following the announced sale of shares in
the division to Rock Gaming.  While near-term legalization of
online poker remains questionable Fitch suspects that Playtika
(acquired in 2011) is beginning to generate meaningful EBITDA
(judging by the increase in the Other segment of the consolidated
financials), which can be used to support CEOC.

Security specific rating revisions:

Effective Aug. 10, 2012 Fitch updated its Ratings Definitions,
expanding the application of '+/-' to corporate issue ratings at
the 'CCC' level.  These designations are limited to instrument
ratings and will not be used for IDRs, leaving 'CCC' as the sole
issuer rating within the 'CCC' category.

The rating revisions do not indicate any change of Fitch's opinion
regarding credit quality; rather they reflect the update to the
Rating Definitions noted above and the resulting impact of issue-
specific notching relative to the IDR according to Fitch's
Recovery Rating criteria.

Fitch has taken the following rating actions:

Caesars Entertainment Corp.

  -- Long-term IDR affirmed at 'CCC'.

Caesars Entertainment Operating Co.

  -- Long-term IDR affirmed at 'CCC';
  -- Senior secured first-lien revolving credit facility and term
     loans revised to 'B-/RR2' from 'B/RR2';
  -- Senior secured first-lien notes revised to 'B-/RR2' from
     'B/RR2';
  -- Senior secured second-lien notes revised to 'CC/RR6' from 'C/
     RR6';
  -- Senior unsecured notes with subsidiary guarantees revised to
     'CC/RR6' from 'C/RR6';
  -- Senior unsecured notes without subsidiary guarantees affirmed
     at 'C/RR6'.

Chester Downs and Marina LLC (and Chester Downs Finance Corp as
co-issuer)

  -- Long-term IDR affirmed at 'B-';
  -- Senior secured notes affirmed at 'BB-/RR1'.

Caesars Linq, LLC & Caesars Octavius, LLC

  -- Long-term IDR affirmed at 'CCC';
  -- Senior secured credit facility revised to 'CCC+/RR3' from
     'B-/RR3'.


CAESARS ENTERTAINMENT: Moody's Says $750MM Notes Credit Positive
----------------------------------------------------------------
Moody's Investors Service commented that Caesars Entertainment
Corporation's announcement regarding a proposed add-on of $750
million to its $1.250 billion 8.5% senior secured notes due 2020
is considered a credit positive. This proposed offering, along
with a Caesars' concurrent announcement that it is plans to amend
and extend a portion of its $1.987 billion outstanding term loans,
will contribute favorably to the company's liquidity profile which
Moody's already views as very good. Caesars has an SGL-1
Speculative Grade Liquidity rating.

These proposed actions, however, do not have an impact on Caesars'
Caa1 Corporate Family Rating or stable rating outlook given that
they do not solve what Moody's characterizes as longer-term
capital structure issues related to very high leverage and lack of
full interest coverage.

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

As reported by the Troubled Company Reporter on March 28, 2012,
Moody's upgraded Caesars Entertainment's Corporate Family Rating
(CFR) and Probability of Default Rating both to Caa1 from Caa2.
Moody's also upgraded Caesars Entertainment Operating Company,
Inc.'s (CEOC) first lien debt to B2, its second lien debt to Caa2,
and its unsecured guaranteed notes, and unsecured notes both to
Caa3. Moody's said the rating outlook is stable.

Caesars Entertainment Corporation, through its wholly-owned
subsidiary, CEOC, owns or manages approximately 50 casinos. The
company generates consolidated revenues of about $9 billion.


CAESARS ENTERTAINMENT: S&P Affirms 'B-' Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Las Vegas-based Caesars Entertainment Corp. (CEC) and wholly owned
subsidiary Caesars Entertainment Operating Co. Inc. (CEOC) to
negative from stable. "We affirmed all other ratings on the
companies, including our 'B-' corporate credit rating," S&P said.

"We assigned issue-level and recovery ratings to the proposed $750
million first-lien senior secured notes offering, to be issued
jointly by Caesars Operating Escrow LLC and Caesars Escrow Corp.
(the escrow issuers). We assigned our 'B' issue-level rating (one
notch higher than our 'B-' corporate credit rating on the company)
and our recovery rating of '2' indicating our expectation for
substantial (70%-90%) recovery for lenders in the event of a
payment default," S&P said.

"While our first lien issue-level rating remains one notch higher
than our corporate credit rating, the issuance of incremental
first-lien notes continues to pressure the recovery prospects for
first-lien creditors and we believe recovery prospects are
currently at the very low end of the 70% to 90% range for a '2'
recovery rating," said Standard & Poor's credit analyst Melissa
Long. "Any subsequent meaningful first lien debt issuance beyond
these notes that is not fully utilized to repay existing first-
lien debt would likely result in a revision of our first lien
senior secured debt recovery rating to '3' from '2' and a
downgrade of the issue-level rating to 'B-' from 'B' (at the same
level as the corporate credit rating)."

"Our outlook revision to negative reflects weaker than expected
operating performance in the second quarter, particularly at
Caesars' Las Vegas region properties, where property level EBITDA
declines of 8% largely offset the growth in the first quarter. We
believe operating performance in Las Vegas reflected a broader
weakening in the macroeconomic environment, as gaming revenues on
the Las Vegas Strip declined 6.4% in the second quarter. Although
gaming revenue on the Las Vegas Strip overall is down only 0.6%
through the first six months of 2012, gaming revenue is
underperforming our 2012 expectation for modest, single-digit
growth in 2012 and we are cautious about the prospects for
improvement in the second half of the year. We now incorporate an
expectation for flat to modestly down net revenue and EBITDA for
Caesars' Las Vegas region," S&P said.


CANYON PORT: Bankruptcy Holds Up Sale of Naval Station
------------------------------------------------------
Mike D. Smith at Corpus Christi Caller Times reports that an
amendment to the bankruptcy filing of Canyon Port Holdings, a
previous suitor for the former Naval Station Ingleside, has
delayed Occidental Petroleum Corp.'s closing to purchase the
property from the Port of Corpus Christi.

The report notes port commissioners have called a special meeting
to consider extending the closing period, which was scheduled to
end Aug. 13, 2012.

According to the report, counsel for Houston-based Canyon Supply
and Logistics said the company still has a legal right to close on
the property because the port didn't meet certain conditions under
state law.  The port on May 8 entered a sales contract with Oxy to
purchase 815 acres -- the former naval station and 435 adjacent
acres of port property -- for $82.1 million.

The report says, before Oxy, Canyon sought to buy the property to
build an offshore drilling service facility.  The port granted
Canyon an exclusive contract for a 187-acre section of the base.
Canyon put down a $1 million deposit but could not secure
financing for the rest of the required $20 million down payment.
Port commissioners canceled Canyon's exclusive contract in
January, based on commissioners' doubts about the company's
financing after granting payment extensions and extending payment
deadlines -- which Canyon missed, the report adds.

The report says, when the port tried to close the deal with Oxy,
it was discovered Canyon had listed the sales contract it had with
the port as an asset.

The report relates Craig Sico, a litigation attorney representing
Canyon, said the company didn't think the property appraisal the
port did to determine the property's value was appropriate under
state law.  Mr. Sico said that, with conditions not met, Canyon
did not default on its contract and the contract represents an
asset in the company's bankruptcy.

The report says the bankruptcy amendment has not changed the port
and Oxy's intent to close the purchase.  Oxy also placed the only
bid of $7 million for the 101-acre campus portion of the former
base.  Port commissioners formally accepted that bid July 31,
setting up a similar due diligence and closure timeline as with
the larger property, according to the report.

The report also says Canyon's bankruptcy amendment does not affect
the sale of the campus portion, which was not included in Canyon's
purchase deal.

                         About Canyon Port

Canyon Port Holdings, fka as Canyon Supply and Logistics, filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No.
12-20314) on June 10, 2012.  U.S. Bankruptcy Judge Richard S.
Schmidt presides over the case.  Richard L. Fuqua II, Esq., at
Fuqua & Associates PC, represents the Debtor.


CAPITAL ONE: Moody's Assigns 'Ba1 (hyb)' Rating to Pref. Stock
--------------------------------------------------------------
Moody's Investors Service has assigned a rating of Ba1 (hyb) to
non-cumulative perpetual preferred stock issued by Capital One
Financial Corporation (COF). The rating outlook is stable.

Ratings Rationale

The Ba1 (hyb) rating reflects Moody's normal notching practices,
under which non-cumulative preferred stock is typically rated
three notches below an issuer's senior debt rating. COF is rated
Baa1 for senior debt. Regarding the stable outlook, it matches
Moody's rating outlook on all of COF's rated obligations.

Moody's also assigned prospective ratings to COF's most recent
shelf registration. The shelf was rated (P)Baa1 for senior
obligations, (P)Baa2 for subordinated obligations, (P)Baa3 for
cumulative preferred stock and (P)Ba1 for non-cumulative preferred
stock.

The methodology used in this rating was Moody's Consolidated
Global Bank Rating Methodology published in June 2012.


CASCADE BANCORP: Posts $1.7 Million Net Income in Second Quarter
----------------------------------------------------------------
Cascade Bancorp filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $1.75 million on $13.79 million of total interest income for
the three months ended June 30, 2012, compared with net income of
$2.01 million on $17.70 million of total interest income for the
same period during the prior year.

The Company reported net income of $2.81 million on $28.39 million
of total interest income for the six months ended June 30, 2012,
compared with net income of $33.05 million on $36.01 million of
total interest income for the same period a year ago.

Cascade reported a net loss of $47.27 million in 2011, a net loss
of $13.65 million in 2010, and a net loss of $114.83 million in
2009.

The Company's balance sheet at June 30, 2012, showed $1.27 billion
in total assets, $1.14 billion in total liabilities and
$136.65 million in total stockholders' equity.

Terry Zink, President and CEO of Cascade Bancorp commented, "I
view our second quarter profit as evidence that prior actions to
build capital and maintain strong loan loss reserves are taking
hold.  We continue to see improving core operating performance as
we navigate through the credit environment.  Our top priority is
putting local deposits to work by making loans to our local
business, mortgage, and consumer customers to help to revitalize
the economies of the communities we serve."

                     Ryan Patrick Named Chairman

Cascade Bancorp President and Chief Executive Officer Terry Zink
announced that Ryan R. Patrick has been named Chairman of the
Board.  Mr. Patrick has served as a director of the Company since
1998.  During this time, he has served as chair of the Audit and
Enterprise Risk Management and Trust Committees, and as Trustee of
the Company's 401(k) Profit Sharing Plan.  Mr. Patrick, a
certified public accountant, is a partner in the firm of Patrick
Casey & Co., LLP.  Mr. Patrick and his wife Glenna reside in Bend,
Oregon.

Terry Zink commented, "On behalf of the Board of Directors, we are
very pleased to welcome Ryan as Board Chair.  Throughout his
tenure on the Board he has combined unyielding commitment with
exceptional financial understanding to embrace strategies focused
on enhancing shareholder value.  He was a valued advocate in the
Bank's successful capital raise, and has now shifted his focus to
strategic growth of the company."  Zink continued, "In addition to
his business and financial expertise, Ryan also has a deep rooted
commitment to community banking and the Northwest communities
served by Bank of the Cascades.  We welcome his leadership and
proven ability to serve in the best interests of our company and
its shareholders."

Mr. Patrick follows retiring Chairman Dr. Gary Hoffman. Dr.
Hoffman served on the Bank's Board for 28 years, the past seven as
Chairman.  Dr. Hoffman served on the Audit and Enterprise Risk
Management Committee and the Nominating and Governance Committee.
Dr. Hoffman is a retired surgeon with Bend Memorial Clinic.

Mr. Patrick commented, "It is an honor to follow in Dr. Hoffman's
footsteps.  His contribution to Bank of the Cascades is
significant.  Over the years and through several economic cycles,
Dr. Hoffman maintained a steadfast focus on serving the
shareholders of the company while also serving the customers,
employees and communities of the Bank."  Patrick continued, "I
speak for the entire Board as I acknowledge and sincerely thank
Dr. Hoffman for his service and ongoing legacy to Bank of the
Cascades."

              Reeves Appointed Chief Banking Officer

Zink has also announced that Charles "Chip" Reeves has been
appointed to serve as Executive Vice President and Chief Banking
Officer of Bank of the Cascades.  In this role, Reeves will
spearhead the Bank's lending, deposit, and branch banking teams
toward increased commercial and consumer banking business across
our footprint.  "Chip is an outstanding banker and community
leader" said Zink.  "I look forward to his leadership and impact
as we build a strong community bank for our customers and
shareholders."

Mr. Reeves brings over 20 years of banking and financial expertise
to the position.  He most recently served as Executive Vice
President at Fifth Third Bank, a $115 billion bank in the Midwest.
Mr. Reeves holds a Bachelor of Arts from Miami University in
Oxford, Ohio.  Throughout his career Reeves has been actively
involved with community and industry leadership programs,
including serving on the Board of Directors for several
organizations.  He is relocating to Bend with his wife Michelle
and their four children.

    Corrections to Previously Reported Financial Information

Subsequent to the filing of the Company's Form 10-Q for the
quarter ended March 31, 2012, but prior to filing the Company's
Form 10-Q for the quarter ended June 30, 2012, management
discovered an error in the computation of the Bank's regulatory
capital for purposes of the Bank's FDIC Call Reports.  This Call
Report error affected the Bank's regulatory capital disclosures in
certain of the Company's prior filings with the Securities and
Exchange Commission because those disclosures were taken from the
Call Reports.  The error affected disclosures in the Company's
Form 10-K for the fiscal year ended Dec. 31, 2011, and the Forms
10-Q for the fiscal quarters ended March 31, 2011, June 30, 2011,
Sept. 30, 2011, and March 31, 2012, including disclosures about
the Bank's compliance with a regulatory order applicable to the
Bank.

The correction of the error had no effect on the Company's
consolidated balance sheet, statements of operations,
stockholders' equity, or the amounts or disclosure of the
regulatory capital or regulatory capital ratios of Bancorp as
included in the Prior Reports.  The correction does decrease the
regulatory capital and regulatory capital ratios of the Bank when
compared with the previously reported regulatory capital and
regulatory capital ratios included in the Prior Reports.  The
Company believes the error will not affect the Bank status with
respect to its outstanding regulatory agreements with the Federal
Deposit Insurance Corporation or the Oregon Department of Consumer
and Business Services, Division of Finance & Corporate Securities.

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

                        http://is.gd/D6YcRs

                       About Cascade Bancorp

Bend, Ore.-based Cascade Bancorp (Nasdaq: CACB) through its
wholly-owned subsidiary, Bank of the Cascades, offers full-service
community banking through 32 branches in Central Oregon, Southern
Oregon, Portland/Salem Oregon and Boise/Treasure Valley Idaho.
Cascade Bancorp has no significant assets or operations other than
the Bank.

Weiss Ratings has assigned its E- rating to Bend, Ore.-based Bank
of The Cascades.  The rating company says that the institution
currently demonstrates what it considers to be significant
weaknesses and has also failed some of the basic tests it uses to
identify fiscal stability.  "Even in a favorable economic
environment," Weiss says, "it is our opinion that depositors or
creditors could incur significant risks."


CENTRAL EUROPEAN: Receives Non-Compliance Notice from NASDAQ
------------------------------------------------------------
Central European Distribution Corporation received a notification
letter from a representative of the Listing Qualifications
Department of The NASDAQ OMX Group stating that due to CEDC's
inability to timely file its Form 10-Q for the period ended
June 30, 2012, CEDC was not in compliance with NASDAQ Listing Rule
5250(c)(1).  This notification was issued in accordance with
standard NASDAQ procedures, in connection with CEDC's announcement
on Aug. 10, 2012, on Form 12b-25 that CEDC would not be able to
timely file its 2nd Quarter Form 10-Q.

The NASDAQ notification letter noted that CEDC has until Oct. 9,
2012, to submit a plan to regain compliance with the applicable
listing rule to NASDAQ.  Upon acceptance of CEDC's compliance
plan, NASDAQ may grant CEDC an exception of up to 180 calendar
days from the 2nd Quarter Form 10-Q's initial due date, or until
Feb. 5, 2013, for CEDC to regain compliance with NASDAQ's filing
requirements for continued listing.

The NASDAQ notice has no immediate effect on the listing or
trading of CEDC's common stock on the NASDAQ Global Select Market.
CEDC intends to file its 2nd Quarter Form 10-Q as soon as
practicable and to fully regain compliance with the NASDAQ
continued listing requirements upon that filing of its 2nd Quarter
Form 10-Q.  If necessary, CEDC will submit a plan to regain
compliance with NASDAQ's filing requirements within the 60 day
deadline.

                             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.


CHARLESTON ASSOCIATES: Taps Sperling & Slater for Nev. Litigation
-----------------------------------------------------------------
Charleston Associates, LLC, sought and obtained permission from
the U.S. Bankruptcy Court for the District of Delaware to employ
Sperling & Slater as special litigation counsel, effective as of
Feb. 6, 2012.

On Nov. 24, 2010, the Debtor filed an adversary proceeding in the
Court against RA Southeast Land Company, LLC, and City National
Bank.  Defendants in the Nevada Adversary sought a change of venue
to the U.S. Bankruptcy Court for the District of Nevada, which the
Court subsequently granted.

On July 25, 2011, the Nevada Bankruptcy Court denied summary
judgment motions of RAS and CNB, and granted partial summary
judgment in favor of the Debtor against RAS and CNB.  On Dec. 1,
2011, the Nevada Bankruptcy Court entered a supplemental order on
Summary Judgment Motions.  The Nevada Adversary remains pending
before the Nevada Bankruptcy Court.

Subsequently, CNB and RAS filed separate appeals of the Summary
Judgment Order, and both appeals were consolidated into Case No.
11-2023 before the District Court of Nevada, pursuant to an order
dated Jan. 31, 2012.  CNB and RAS have filed opening briefs and
replies in the Nevada Appeal.  The briefing was extensive.
Pursuant to a briefing schedule established by a stipulated order
entered in the Nevada Appeal, the Debtor's responsive brief was
filed on March 30, 2012.  The Debtor also contemplates filing a
sur-reply brief.

The Debtor seeks to employ S&S to, among other things:

      (a) advise the Debtor with respect to matters pertaining to
          the Nevada Appeal;

      (b) attend meetings, conference calls and negotiations with
          representatives of RAS, CNB and other parties in
          interest, as applicable;

      (c) take all necessary actions in the Nevada Appeal to
          protect the Debtor's estate;

      (d) prepare motions, applications, answers, orders, briefs,
          reports and other papers necessary to assist in
          responding to the Nevada Appeal;

      (e) appear before any court in connection with the Nevada
          Appeal; and

S&S will be compensated at these hourly rates:

          Paul E. Slater, Partner & Founder   $800
          Daniel A. Shmikler, Partner         $445
          Matthew Slater, Associate           $315
          Lisa Fridgeirsson, Paralegal        $235

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

                    About Charleston Associates

Based in Las Vegas, Nevada, Charleston Associates, LLC, is the
successor by merger to Boca Fashion Village Syndications Group,
LLC.  The Debtor initially owned a 96-acre parcel of real estate
in Las Vegas, Nevada and began developing a large community
shopping center thereon.  Situated at the northeast corner of
the intersection of Charleston Boulevard and Rampart Boulevard,
the entire shopping center was to be known as "The Shops at Boca
Park."

The Debtor developed Phases I and II (approximately 54 acres) into
an operating shopping center whose tenants currently include
Target, Petland, Vons, Famous Footwear, Ross, OfficeMax, and a
number of other major national retailers and local retailers.  The
Debtor transferred developed portions of Phases I and II to
affiliates, but retained and continues to own nearly nine acres of
land in Phases I and II.

Phase III encompassed approximately 41.72 acres.  The Debtor
divided Phase III into two parcels consisting of the approximately
18.28-acre parcel that is the Boca Fashion Village property, and
an approximately 23.44-acre parcel of undeveloped land adjacent
thereto.  The Undeveloped Land, which remains largely unimproved,
was subsequently the subject of a "friendly foreclosure" by City
National Bank.

The Debtor developed Boca Fashion Village into an operating
shopping center whose tenants currently include The Cheesecake
Factory, Gordon Biersch, Total Wine and More, Grimaldi's Pizzeria,
Kona Grill, REI, Pink the Boutique, and many other national and
local retailers.  Boca Fashion Village consists of three in-line
buildings containing 138,869 square feet of rentable area and an
additional 3.74 acre site.  The 3.74 acre site was formerly
subject to a ground lease, but is currently owned by Quality Real
Estate Management ("QREM"), and is being renovated to accommodate
the opening of a Fry's Electronics, Inc. store, a "big-box" retail
electronics store.  Approximately 118,258 square feet, or 85.2% of
the rentable area in Boca Fashion Village, is currently leased.
In addition, there is a cellular tower located on the property
that is currently leased to Nextel.

Charleston Associates filed for Chapter 11 protection (Bankr. D.
Del. Case No. 10-11970) on June 17, 2010.  Judge Kevin J. Carey
presides over the case.  Neal L. Wolf, Esq., Dean Gramlich, Esq.,
and Jordan M. Litwin, Esq., at Neal Wolf & Associates, LLC,
in Chicago, Ill., represent the Debtor as counsel.  Bradford J.
Sandler, Esq., and Kathleen P. Makowski, Esq., at Pachulski Stang
Ziehl & Jones, LLP, in Wilmington, Del., represent the Debtor as
Delaware counsel.  In its schedules, the Debtor disclosed
$92,348,446 in assets and $65,064,894 in liabilities.

Attorneys at Brinkman Portillo Ronk, PC, represent the Official
Committee of Unsecured Creditors as counsel.  Thomas M. Horan,
Esq., Steven K. Kortanek, Esq., and Ryan Cicoski, Esq., at Womble
Carlyle Sandridge & Rice, LLP, in Wilmington, Del., represent the
Committee as Delaware counsel.


CHRIST HOSPITAL: Wants Until Dec. 4 to File Chapter 11 Plan
-----------------------------------------------------------
Christ Hospital asks the U.S. Bankruptcy Court for the District of
New Jersey to extend its exclusive periods to file and solicit
acceptances for the proposed chapter 11 plan until Dec. 4, 2012,
and Feb. 2, 2013, respectively.

The Debtor is asking for a second exclusivity extension.  The
Court previously extended the Debtor's exclusive periods until
Aug. 6, and Oct. 3.

                       About Christ Hospital

Christ Hospital filed for Chapter 11 bankruptcy (Bankr. D. N.J.
Case No. 12-12906) on Feb. 6, 2012.  Christ Hospital, founded in
1872 by an Episcopalian priest, is a 367-bed acute care hospital
located in Jersey City, New Jersey at 176 Palisade Avenue, serving
the community of Hudson County.  The Debtor is well-known for its
broad range of services from primary angioplasty for cardiac
patients to intensity modulated radiation therapy for those
battling cancer.  Christ Hospital is the only facility in Hudson
County to offer IMRT therapy, which is the most significant
breakthrough in cancer treatment in recent years.

Christ Hospital filed for Chapter 11 after an attempt to sell the
assets fell through.  Judge Morris Stern presides over the case.
Lawyers at Porzio, Bromberg & Newman, P.C., serve as the Debtor's
counsel.  Alvarez & Marsal North America LLC serves as financial
advisor.  Logan & Company Inc. serves as the Debtor's claim and
noticing agent.  The Debtor disclosed $37,575,746 in assets and
$96,433,231 in liabilities.

The Health Professional and Allied Employees AFT/AFI-CIO is
represented in the case by Mitchell Malzberg, Esq., at Mitnick &
Malzberg P.C.

DIP lender HFG is represented in the Debtor's case by Benjamin
Mintz, Esq., at Kaye Scholer LLP and Paul R. De Filippo, Esq., at
Wollmuth Maher & Deutsch LLP.

Andrew H. Sherman, Esq., at Sills, Cummis & Gross, serves as
counsel to the Official Committee of Unsecured Creditors.  J.H.
Cohn LLP serves as financial advisor to the committee.

Suzanne Koenig of SAK Management Services, LLC, has been appointed
as patient care ombudsman.  She is represented by Greenberg
Traurig as counsel.

Hudson Hospital Holdco is represented in the case by McElroy,
Deutsch, Mulvaney & Carpenter, LLP.  Community Healthcare
Associates is represented in the case by Lowenstein Sandler PC.
Liberty Healthcare System, Inc., d/b/a Jersey City Medical Center,
which joined in CHA's bid, is represented by Duane Morris LLP.

In April 2012, the Bankruptcy Court authorized Christ Hospital to
sell its facility to Hudson Hospital Propco LLC and Hudson
Hospital Holdco LLC after a bidding and auction process.  In
consideration of the sale, transfer, conveyance and assignment of
the Assets, the Purchaser will assume liabilities; pay to Seller
cash in the amount of $29,496,000; pay the amount of $3,500,000 to
satisfy a portion of Seller's obligations to the PBGC; pay all
Transfer Taxes due in connection with the closing of the
transactions, currently estimated to be $300,000; pay the cost of
all director and officer "tail" insurance coverage, in the amount
currently estimated to be $150,000; and release all rights to the
Good Faith Deposit and any right to repayment of the Good Faith
Deposit.

In July 2012, a state court judge approved the planned
$45.3 million sale of Christ Hospital in Jersey City, N.J., to a
for-profit operator of other local hospitals.


CIRCLE STAR: Incurs $11.1 Million Net Loss in Fiscal 2012
---------------------------------------------------------
Circle Star Energy Corp. filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $11.07 million on $942,150 of total revenues for the
year ended April 30, 2012, compared with a net loss of $31,718 on
$0 of total revenues during the prior fiscal year.

The Company's balance sheet at April 30, 2012, showed
$7.55 million in total assets, $5.79 million in total liabilities,
and $1.75 million in total stockholders' equity.

Hein & Associates LLP, in Dallas, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended April 30, 2012.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
a working capital deficit which raise substantial doubt about the
Company's ability to continue as a going concern.

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

                        http://is.gd/mvwafC

                         About Circle Star

Houston, Tex.-based Circle Star Energy Corp. owns royalty,
leasehold, operating, net revenue, net profit, reversionary and
other mineral rights and interests in certain oil and gas
properties in Texas.  The Company's properties are in Crane,
Scurry, Victoria, Dimmit, Zavala, Grimes, Madison, Robertson,
Fayette, and Lee Counties.


CKE RESTAURANTS: S&P Says 'B-' CCR Off Watch After IPO Suspension
-----------------------------------------------------------------
Standard & Poor's Ratings Services removed its ratings on
Carpinteria, Calif.-based restaurant operator and franchisor CKE
Restaurants Inc., including its 'B-' corporate credit rating, from
CreditWatch with positive implications, where they were placed on
Aug. 1, 2012. The ratings are otherwise unchanged. The outlook is
stable.

"We rate CKE's first-lien revolving credit facility 'B+' (two
notches above the corporate credit rating), with a '1' recovery
rating, indicating our expectation of very high (90% to 100%)
recovery in the event of a payment default. The rating on the
second-lien notes is 'B-' and the recovery rating is '4',
indicating our expectation of average (30% to 50%) recovery. We
rate the holdco notes 'CCC' (two notches below the corporate
credit rating), with a '6' recovery rating, indicating our
expectation that lenders would receive negligible (0% to 10%)
recovery," S&P said.

"The ratings on CKE Restaurants Inc. reflect our opinion that the
company will maintain a 'highly leveraged' financial risk profile,
as performance improvements on product and pricing initiatives,
coupled with debt reduction, will be somewhat mitigated by the
accretion of pay-in-kind (PIK) interest on holdco notes and some
cost inflation. We view the company's business risk profile as
'weak,' which incorporates its participation in the intensely
competitive quick-service restaurant industry and exposure to
commodity cost inflation, partly offset by its dual-brand
restaurant system that somewhat helps with earnings diversity,"
S&P said.

"Operating performance was slightly better than we anticipated as
the company benefited from advertising promotions and price
increases," explained Standard & Poor's credit analyst Andy
Sookram.

"The stable outlook incorporates our expectation that the company
will have adequate liquidity and maintain good cushion under
financial covenants over the next 12 months. We are not
anticipating any meaningful changes in credit metrics despite our
anticipation for cost inflation, as we think additional debt
reduction will somewhat offset profit pressures and keep credit
metrics consistent with levels we consider highly leveraged," S&P
said.

"We could downgrade the company if operating conditions--such as
higher-than-anticipated commodity cost increases--pressure
profitability and lead to meaningful declines in liquidity,
interest coverage at subpar levels, and thinner cushion under
financial covenants. This scenario could unfold if commodity costs
increase by 175 bps or more and if same-store sales are at
negative levels on a sustained basis," S&P said.

"An upgrade is unlikely in the next few quarters, given the
company's high debt, the IPO delay, and exposure to commodity cost
increases. However, one could occur if performance improves
meaningfully, the company reduces debt so that it maintains
leverage of under 6x, and we felt comfortable that shareholder
initiatives would not hurt credit protection measures," S&P said.


CLARE OAKS: Wants to Hire Jones Day as Special Bond Counsel
-----------------------------------------------------------
Clare Oaks asks the U.S. Bankruptcy Court for the Northern
District of Illinois for permission to employ Jones Day as special
bond counsel.

As special bond counsel, Jones Day will advise the Debtor with
respect to certain matters regarding bonds issued by the Illinois
Finance Authority in 2006 and the issuance of bonds or other
similar financing instruments in connection with a chapter 11
plan, including:

   a) the review of due diligence materials provided to Jones Day
      by the Debtor and other parties necessary to enable Jones
      Day to render any bond counsel opinions required for the
      transaction, including an opinion that the interest on the
      Series 2012 Bonds is excludable from the gross income of the
      owners thereof for federal income tax purposes or that the
      Transaction would not adversely affect any exemption from
      federal income taxes to which the Series 2006 Bonds would
      otherwise be entitled;

   b) the preparation of authority proceedings authorizing the
      issuance of the Series 2012 Bonds and the execution of
      related documents by the authority, including any amendments
      to the Series 2006 Bond documents; and

   c) the drafting or review of certain bond documentation,
      including, as applicable, bond trust indentures, the loan
      agreements, the master trust indentures, mortgage and
      related amendments to the existing bond documents for the
      Series 2006 Bonds.

John F. Bibby, Jr., a partner atJones Day, tells the Court that
his and Robert Capizzi's hourly rates are $650.  Other lawyers and
paralegals may be assigned to work on the matter as needed.  Their
hourly rates range from $475 to $825.

Mr. Bibby, assures the Court that Jones Day does not represent or
hold any interest adverse to the Debtor or its estate with respect
to the matters for which the Debtor proposes to retain Jones Day.

                         About Clare Oaks

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

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

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

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

The Debtor intends to sell its Clare Oaks Campus to ER Propco Co,
LLC aka Evergreen for $16,000,000, subject to higher and better
offers.


COATES INTERNATIONAL: Incurs $1.5MM Net Loss in Second Quarter
--------------------------------------------------------------
Coates International, Ltd., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $1.48 million on $0 of sales for the three months
ended June 30, 2012, compared with a net loss of $536,179 on
$125,000 of sales for the same period during the prior year.

The Company reported a net loss of $2.88 million on $0 of sales
for the six months ended June 30, 2012, compared with a net loss
of $1.07 million on $125,000 of sales for the same period a year
ago.

The Company's balance sheet at June 30, 2012, showed $2.81 million
in total assets, $4.39 million in total liabilities, and a
$1.57 million total stockholders' deficiency.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Meyler & Company,
LLC, in Middletown, New Jersey, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company continues to have
negative cash flows from operations, recurring losses from
operations, and a stockholders' deficiency.

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

                        http://is.gd/JGvECY

                    About Coates International

Based in Wall Township, N.J., Coates International, Ltd.
(OTC BB: COTE) -- http://www.coatesengine.com/-- was incorporated
on August 31, 1988, for the purpose of researching, patenting and
manufacturing technology associated with a spherical rotary valve
system for internal combustion engines.  This technology was
developed over a period of 15 years by Mr. George J. Coates, who
is the President and Chairman of the Board of the Company.

The Coates Spherical Rotary Valve System (CSRV) represents a
revolutionary departure from the conventional poppet valve.  It
changes the means of delivering the air and fuel mixture to the
firing chamber of an internal combustion engine and of expelling
the exhaust produced when the mixture ignites.


COLONIAL BANC: FDIC Looks to Slow Funding of Litigation
-------------------------------------------------------
Patrick Fitzgerald at Dow Jones' Daily Bankruptcy Review reports
that the Federal Deposit Insurance Corp. is putting the brakes on
the plan by a group of hedge funds to fund several lawsuits by
Colonial Bank's former parent against the banking regulator.

                    About The Colonial BancGroup

Headquartered in Montgomery, Alabama, The Colonial BancGroup,
Inc., (NYSE: CNB) owned Colonial Bank, N.A, its banking
subsidiary.  Colonial Bank -- http://www.colonialbank.com/--
operated 354 branches in Florida, Alabama, Georgia, Nevada and
Texas with over $26 billion in assets.  On Aug. 14, 2009, Colonial
Bank was seized by regulators and the Federal Deposit Insurance
Corporation was named receiver.  The FDIC sold most of the assets
to Branch Banking and Trust, Winston-Salem, North Carolina.  BB&T
acquired $22 billion in assets and assumed $20 billion in deposits
of the Bank.

The Colonial BancGroup filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Ala. Case No. 09-32303) on Aug. 25, 2009.  W. Clark
Watson, Esq., at Balch & Bingham LLP, and Rufus T. Dorsey IV,
Esq., at Parker Hudson Rainer & Dobbs LLP, serve as counsel to the
Debtor.  The Debtor disclosed $45 million in total assets and $380
million in total liabilities as of the Petition Date.

In September 2009, an Official Committee of Unsecured Creditors
was formed consisting of three members, Fine Geddie & Associates,
The Bank of New York Trust Company, N.A., and U.S. Bank National
Association.  Burr & Forman LLP and Schulte Roth & Zabel LLP serve
as co-counsel for the Committee.

Colonial Brokerage, a wholly owned subsidiary of Colonial
BancGroup, filed for Chapter 7 protection with the U.S. Bankruptcy
Court in the Middle District of Alabama in June 2010.  Susan S.
DePaola serves as Chapter 7 trustee.


COMMUNITY FIRST: Posts $351,000 Net Income in Second Quarter
------------------------------------------------------------
Community First, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $351,000 on $5.93 million of total interest income for the
three months ended June 30, 2012, compared with a net loss of
$4.39 million on $7.30 million of total interest income for the
same period during the prior year.

The Company reported net income of $2.11 million on $12.21 million
of total interest income for the six months ended June 30, 2012,
compared with a net loss of $4.86 million on $15.05 million of
total interest income for the same period a year ago.

The Company's balance sheet at June 30, 2012, showed $573.69
million in total assets, $563.03 million in total liabilities and
$10.65 million in total shareholders' equity.

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

                        http://is.gd/iQSoHc

                       About Community First

Columbia, Tennessee-based Community First, Inc., is a registered
bank holding company under the Bank Holding Company Act of 1956,
as amended, and became so upon the acquisition of all the voting
shares of Community First Bank & Trust on Aug. 30, 2002.  An
application for the bank holding company was approved by the
Federal Reserve Bank of Atlanta (the "FRB") on Aug. 6, 2002.  The
Company was incorporated under the laws of the State of Tennessee
as a Tennessee corporation on April 9, 2002.

After auditing the Company's 2011 results, Crowe Horwath LLP, in
Brentwood, Tennessee, expressed substantial doubt about Community
First's ability to continue as a going concern.  The independent
auditors noted that the Company's bank subsidiary, Community First
Bank & Trust, is not in compliance with a regulatory enforcement
action issued by its primary federal regulator requiring, among
other things, a minimum Tier 1 Leverage capital ratio at the Bank
of not less than 8.5%, a minimum Tier 1 capital to risk-weighted
assets ratio of not less than 10.0% and a minimum Total capital to
risk-weighted assets ratio of not less than 12.0%.  "The Bank's
Tier 1 Leverage capital ratio was 4.92%, its Tier 1 capital to
risk-weighted assets ratio was 7.22% and its Total-capital to risk
weighted assets ratio was 8.51% at Dec. 31, 2011.  Continued
failure to comply with the regulatory enforcement action may
result in additional adverse regulatory action."

The Company reported a net loss of $15.0 million on $19.6 million
of net interest income (before provision for loan losses) in 2011,
compared with a net loss of  $18.2 million on $21.0 million of net
interest income (before provision for loan losses) in 2010.  Total
non-interest income was $3.4 million for 2011, compared with
$4.7 million for 2010.


CONFORCE INTERNATIONAL: Incurs $492,000 Loss in June 30 Qtr.
------------------------------------------------------------
Conforce International, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of US$492,421 for the three months ended June 30, 2012,
compared with a net loss of US$661,547 for the same period during
the prior year.

The Company's balance sheet at June 30, 2012, showed
US$4.35 million in total assets, US$1.97 million in total
liabilities, and US$2.38 million in shareholders' equity.

The Company did not generate revenues during the three month
periods ended June 30, 2012, or June 30, 2011.  For the three
months ended June 30, 2012, management has focused its efforts on
retooling the Peru Indiana facility for improved processing, panel
performance, and to satisfy customer requirements.

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

                        http://is.gd/n7QJwK

                     About Coates International

Based in Wall Township, N.J., Coates International, Ltd.
(OTC BB: COTE) -- http://www.coatesengine.com/-- was incorporated
on August 31, 1988, for the purpose of researching, patenting and
manufacturing technology associated with a spherical rotary valve
system for internal combustion engines.  This technology was
developed over a period of 15 years by Mr. George J. Coates, who
is the President and Chairman of the Board of the Company.

The Coates Spherical Rotary Valve System (CSRV) represents a
revolutionary departure from the conventional poppet valve.  It
changes the means of delivering the air and fuel mixture to the
firing chamber of an internal combustion engine and of expelling
the exhaust produced when the mixture ignites.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Meyler & Company,
LLC, in Middletown, New Jersey, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independed auditors noted that the Company continues to have
negative cash flows from operations, recurring losses from
operations, and a stockholders' deficiency.


CONVERTED ORGANICS: Has 320.9 Million Outstanding Common Shares
---------------------------------------------------------------
On Jan. 3, 2012, Converted Organics entered into an agreement with
an institutional investor whereby the Company agreed to sell to
the investor twelve senior secured convertible notes.  The initial
January Note was issued on Jan. 3, 2012, in an original principal
amount of $247,500.  The remaining eleven January Notes will each
have an original principal amount of up to $237,600.  Each January
Note matures eight months after issuance.  The total face value of
the twelve notes under this agreement will be $2,861,100, assuming
each note is sold for the full face value, to the investor, of
which there is no assurance. The January Notes are convertible
into shares of the Company's common stock at a conversion price
equal to 80% of lowest bid price of the Company's common stock on
the date of conversion.

Also, the Company entered into an agreement with two investors,
pursuant to which the Company agreed to effect an additional
closing under the Jan. 12, 2012, convertible note in which the
Company issued the buyers new notes having an aggregate original
principal amount of $550,000.  As of Aug. 3, 2012, the total
principal outstanding on these notes was $1,760,160.

As of Aug. 10, 2012, the principal amount of the Notes has
declined to $1,636,360.  From Aug. 3, 2012, until Aug. 10, 2012, a
total of $123,800 in principal had been converted into 62,100,148
shares of common stock.  Since the issuance of the Original Note
and the addtional closing, a total of $366,300 in principal has
been converted into 140,449,823 shares of common stock.  The Note
holders are accredited investors and the shares of common stock
were issued in reliance on Section 3(a)(9) under the Securities
Act of 1933, as amended.

As of Aug. 10, 2012, the Company had 320,980,295 shares of common
stock outstanding.

                     About Converted Organics

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

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

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

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


CPM HOLDINGS: Moody's Affirms 'B2' CFR/PDR; Outlook Stable
----------------------------------------------------------
Moody's Investors Service affirmed CPM Holdings, Inc.'s B2
Corporate Family Rating ("CFR") and revised the ratings on its
proposed credit facilities in response to a change in the proposed
deal structure. These ratings are subject to Moody's review of
final terms and conditions of the transaction and related credit
documentation. The B2 rating on the existing senior secured notes
is unchanged and will be withdrawn following the completion of the
proposed transaction. The rating outlook is stable.

Actions:

  Issuer: CPM Holdings, Inc.

  Corporate Family Rating, Affirmed B2

  Probability of Default Rating, Affirmed B2

  $20 million First Lien Senior Secured Revolver due 2017,
  Revised to B1 (LGD3 38%) from Ba3

  $285 million First Lien Senior Secured Term Loan B due 2017,
  Revised to B1 (LGD3 38%) from Ba3

  $100 million Second Lien Senior Secured Term Loan due 2018,
  Affirmed Caa1 (LGD5 87%)

  Outlook, Stable

CPM reduced the size of its proposed second lien senior secured
term loan to $100 million from $185 million, increased the size of
its proposed first lien senior secured term loan to $285 million
from $275 million, and reduced the size of its proposed dividend
by $75 million. The revised transaction would still result in a
substantive increase in debt (to $385 million from $162 million on
Aug. 15) and debt service costs (to nearly $30 million from less
than $20 million). Moody's estimates pro forma financial leverage
in the low 4 times Debt/EBITDA and interest coverage in the high 2
times EBIT/Interest for the twelve months ended March 31, 2012.
These metrics are adequate for the rating category and are
expected to improve in the near-term. CPM's order backlog provides
good near-term revenue visibility and likely will support strong
free cash flow generation through 2013. Given the cyclicality of
the business, the rating assumes that CPM will use its flow to
reduce debt in advance of any evident weakness in its end markets
to maintain credit metrics consistent with the rating category.

The B2 CFR is constrained by modest size, exposure to cyclical end
markets, a business mix weighted towards new equipment sales, and
financial risk posed by significant absolute debt relative to the
cash flow generated by the relatively stable spare parts business.
Moody's believes demand for new agricultural and food processing
machinery can be influenced significantly by changes in global
macroeconomic conditions and credit conditions. The rating
incorporates tolerance for significant peak-to-trough declines in
EBITDA during downturns of moderate intensity, but, in part due to
low capital spending requirements, assumes the company will
generate positive free cash flow on a rolling twelve month basis.
The rating assumes that in a downturn of moderate intensity
financial leverage will not exceed 6 times and interest coverage
will not fall below 1.5 times. The B2 rating assumes that in the
event of a downturn CPM will proactively reduce debt, taking
advantage of the cash flows from its long-dated order backlog and
meaningful spare parts business. Strong competitive positions and
an outsourced manufacturing model help maintain profit margins and
reduce cash outflows during such periods of weakness.

The stable rating outlook reflects expectations for solid
operating performance over the next 12-18 months and continued
good liquidity. Moody's could downgrade the ratings with
expectations for financial leverage above 6 times, interest
coverage below 1.5 times, negative free cash flow on a rolling
twelve month basis, or a deterioration in liquidity. A rating
upgrade is unlikely in the near-term due to the magnitude of
sustained improvement necessary to warrant a higher rating. An
upgrade likely would require sufficient financial cushion such
that CPM could withstand a moderate economic downturn without
financial leverage exceeding 4.5 times or interest coverage
falling below 2 times.

The principal methodology used in rating CPM Holdings Inc. was the
Global Manufacturing Industry Methodology published in December
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.

CPM Holdings, Inc. is a leading provider of process machinery and
technology for the oilseed, animal feed, breakfast cereal and
snack food, and bio-fuels processing industries. CPM has been
owned by Gilbert Global Equity since 2003 and generated
approximately $500 million of revenue for the twelve months ended
March 31, 2012.


DALLAS ROADSTER: Texas Capital Objects to Cash Collateral Budget
----------------------------------------------------------------
Texas Capital Bank, N.A., objects to the cash collateral budget
for August/September 2012 filed by Dallas Roadster Ltd.

The Final Cash Collateral Order requires the Debtors to submit
various reports and certifications to Texas Capital Bank.  The
bank, however, said the Debtors are not in compliance with the
reporting requirements in the Final Cash Collateral Order in that
they have failed to submit certain of the reports and
certifications.  The Debtors are required to submit all reports
and certifications on a timely basis and with correct and accurate
information.

In addition, the bank said, the reports and certifications
submitted to TCB are at variance with the monthly operating
reports filed by the Debtors.  TCB is concerned regarding the
accuracy of the financial reporting submitted by the Debtors and
its inability to explain or reconcile these numbers.

Texas Capital Bank is represented by:

         Kenneth Stohner, Jr., Esq.
         Heather M. Forrest, Esq.
         JACKSON WALKER, LLP
         Dallas, TX 75202
         Tel: (214) 953-6000
         Fax: (214) 953-5822
         E-mail: kstohner@jw.com

As reported in the Troubled Company Reporter on Dec. 16, 2011,
Dallas Roadster and IEDA Enterprises Inc. sought Bankruptcy Court
authority to use proceeds of assets on which Texas Capital Bank
asserts a first priority lien and security interest.

As of Nov. 16, 2011, the Debtors owe TCB $2.9 million on a
revolving line of credit note and $1.6 million on a real property
note.  The Debtors said they were current on all financial
obligations due and owing TCB.  The bank lender is also
oversecured by collateral totaling $10,163,727.

TCB asserts a first priority liens on and security interests in
substantially all Roadster's personal property, including, without
limitation all vehicles, accounts, and car notes.  TCB further
asserts that it has a valid and perfected first mortgage recorded
against all of Roadster's real property holdings.

The Debtors proposed to provide adequate protection to TCB as
regards any diminution in value of the Secured Lender's interest
in the Collateral as existing on the Petition Date.  The Debtors
assert that TCB is adequately protected as a result of the
continued business operations.  Moreover, there is an equity
cushion in excess of 50% in the Prepetition Collateral.  The
Debtors also anticipate making interest only payments to the
Secured Lender by way of adequate protection under the terms of a
final cash collateral order.

            About Dallas Roadster and IEDA Enterprises

Dallas Roadster Ltd. owns and operates an auto dealership with
locations in both Richardson and Plano, Texas.  IEDA Enterprises,
Inc., is the general partner of Roadster.

Dallas Roadster and IEDA Enterprises filed for Chapter 11
bankruptcy (Bankr. E.D. Tex. Case Nos. 11-43725 and 11-43726) on
Dec. 12, 2011.  Chief Judge Brenda T. Rhoades oversees both cases.
Michael S. Mitchell, Esq., and Robert T. DeMarco, Esq., at
DeMarco-Mitchell, PLLC, serve as the Debtors' bankruptcy counsel.
Dallas Roadster estimated $10 million to $50 million in assets.

The Debtors' assets were placed under the care of a receiver on
Nov. 16, 2011, pursuant to a state court action by Texas Capital
Bank, National Association.

No trustee has been appointed in the Chapter 11 cases.


DAWSON INTERNATIONAL: Falls Into Administration in the UK
---------------------------------------------------------
Dawson International has fallen into administration after the
group failed to address its pension liabilities.

The Telegraph reports that the company, , which employs about 180
people in the UK and
a further 20 in the US,  has appointed KPMG as administrators after it was
asked to pay GBP129 million in pension debt, according to The
Telegraph.

SCOTSMAN.COM relates that the company has made 200 jobs redundant
in the administration.

Company Chairman David Bolton said that the company's "proposal,
which was all we could possibly afford, would have delivered
significantly more to the PPF than it is likely to receive from
administration and relied on further financial support from
shareholders and other stakeholders."

The Scotsman relates that the textile company's shares were
suspended from trading last week.

The Telegraph relates that the group decided in May to try and
move its pension plans into the PPF.  The firm revealed to
shareholders last month that those attempts at a negotiated entry
had failed, after both the Pensions Regulator and the PPF rejected
the company's offers, the report says.

                    About Dawson International

Dawson International is a leading cashmere business. It comprises
two trading divisions, based in the UK and the USA.  The UK
division comprises the Barrie Knitwear business, based in Hawick
Scotland.  It manufactures highest quality cashmere garments at
its factory in the Scottish borders and sells to some of the
world's most prestigious couture houses, department stores and
private label retail outlets.


DCB FINANCIAL: Files Form 10-Q; Posts $283,000 Net Income in Q2
---------------------------------------------------------------
DCB Financial Corp filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $283,000 on $4.72 million of total interest income for the
three months ended June 30, 2012, compared with a net loss of
$1.85 million on $5.77 million of total interest income for the
same period during the prior year.

The Company reported net income of $442,000 on $9.76 million of
total interest income for the six months ended June 30, 2012,
compared with a net loss of $1.82 million on $11.72 million of
total interest income for the same period a year ago.

The Company's balance sheet at June 30, 2012, showed $510.70
million in total assets, $475.51 million in total liabilities and
$35.19 million in total stockholders' equity.

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

                        http://is.gd/VRpHRN

                        About DCB Financial

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

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

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

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

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

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


DELTATHREE INC: Incurs $353,000 Net Loss in Second Quarter
----------------------------------------------------------
deltathree Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $353,000 on $3.40 million of revenue for the three months ended
June 30, 2012, compared with a net loss of $1.62 million on $2.20
million of revenue for the same period during the prior year.

The Company reported a net loss of $895,000 on $6.25 million of
revenue for the six months ended June 30, 2012, compared with a
net loss of $1.59 million on $5.99 million of revenue for the same
period a year ago.

The Company reported a net loss of $3.05 million in 2011, a net
loss of $2.49 million in 2010, and a net loss of $3.19 million in
2009.

The Company's balance sheet at June 30, 2012, showed $2.27 million
in total assets, $7.52 million in total liabilities, and a
$5.24 million total stockholders' deficiency.

                        Bankruptcy Warning

"In view of the Company's current cash resources, nondiscretionary
expenses, debt and near term debt service obligations, the Company
may begin to explore all strategic alternatives available to it,
including, but not limited to, a sale or merger of the Company, a
sale of its assets, recapitalization, partnership, debt or equity
financing, voluntary deregistration of its securities, financial
reorganization, liquidation and/or ceasing operations," the
Company said in its quarterly report for the period ended June 30,
2012.  "In the event that the Company requires but is unable to
secure additional funding, the Company may determine that it is in
its best interests to voluntarily seek relief under Chapter 11 of
the U.S. Bankruptcy Code."

After auditing the 2011 results, Brightman Almagor Zohar & Co.,
noted that Company's recurring losses from operations and
deficiency in stockholders' equity 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/ImSdoV

                         About deltathree

Based in New York, deltathree, Inc. (OTC QB: DDDC) --
http://www.deltathree.com/-- is a global provider of video and
voice over Internet Protocol (VoIP) telephony services, products,
hosted solutions and infrastructures for service providers,
resellers and direct consumers.


DEWEY & LEBOEUF: Former Partners Agree to Pay $50 Million
---------------------------------------------------------
Reuters' Casey Sullivan and Nate Raymond report that former Dewey
& LeBoeuf partners agreed on Thursday to pay at least $50 million
toward a settlement agreement, the minimum amount the firm's
advisers had been seeking in order to submit the proposal to
bankruptcy court.  The settlement, if approved, could mark the
first major recovery for Dewey's creditors, who are owed at least
$315 million.

Under the final settlement offer, former Dewey partners had to
contribute a minimum of $50 million by 5 p.m., August 16, a
condition that was met by 2:45 p.m. Thursday, according to an
e-mail sent to former Dewey partners and obtained by Reuters.  The
report says the e-mail did not specify how much money had been
raised collectively.

At least 300 partners out of a possible 672 signed the accord,
according to a person close to the matter, Reuters reports.

According to Reuters, the Dewey estate may still go after an
additional estimated $60 million from former Dewey partners in
so-called unfinished business claims, in which the trustee seeks
to recover profits on legal business former partners took with
them to other firms.  Partners who did not sign the deal also
could be vulnerable to claw-back litigation unless they accept the
deal after the August 16 deadline and agree to pay a 25 percent
penalty.

Reuters says some former partners indicated they accepted the
settlement simply to put the matter in the past. "I'm holding my
nose but I'm doing this," said one.  Another former partner said
he was "optimistic" about Thursday's announcement, despite having
to pay a significant amount of money.  "I would have been
extraordinarily depressed if this threshold hadn't been reached,"
he said.

The Wall Street Journal's Jennifer Smith reports that Tracy
Klestadt, Esq., a bankruptcy lawyer who represents more than a
dozen former Dewey partners, most of whom he said had signed on to
the plan, said "It's unusual that they attempted to do [the
settlement] in the first two months of a case."

"I debated with myself until the last minute," said one former
partner, who said the terms were unfair to those lawyers who bore
no responsibility for Dewey's failure, according to WSJ.  But that
partner and another former Dewey lawyer both said it was time to
move past the biggest U.S. law firm failure to date.

"While I think I'm paying too much, and several very highly
compensated people are paying too little, no one held a gun to my
head," the second former partner said, according to WSJ.  "I just
want to put this sorry episode behind me and move on with my
career."

Banks, bondholders and hundreds of trade creditors have potential
claims against Dewey that total $560 million, according to ex-
partners who were briefed last week by the firm's estate, WSJ
says.

                       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 lawyers at Kasowitz, Benson,
Torres & Friedman LLP, as counsel.  The Official Committee of
Unsecured Creditors tapped Deloitte Financial Advisory Services
LLP as its financial advisor.


DEWEY & LEBOEUF: Ex-Partners Committee Supports Examiner
--------------------------------------------------------
The Official Committee of Former Partners appointed in the
Chapter 11 case of Dewey & LeBoeuf supports the request of the Ad
Hoc Committee of Retired Partners of LeBoeuf, Lamb, Leiby & MacRae
for appointment of an examiner.  The Former Partners Committee,
however, finds the request for appointment of a Chapter 11 Trustee
premature and should be continued until after an examiner has
completed his or her work.

According to the Former Partners Committee, from the beginning of
the bankruptcy case, Dewey has hyped its intentions to go where no
other law firm has gone before and resolve partner liability
issues quickly and without the need for a trustee.  While the
Former Partners Committee applauds the Debtor's desire for speed,
it takes issue with the Debtor's admitted failure to obtain
fiduciary oversight.  The Committee pointed out there are reasons
why nearly every prior law firm bankruptcy of any consequence
entailed the appointment of a trustee or an examiner, citing In re
Howrey LLP, Case No. 11-31376 (DM) (Bankr. N.D. Cal. Sept. 22,
2011) (chapter 11 trustee appointed); In re Brobeck, Phleger &
Harrison, LLP, 408 B.R. 318 (Bankr. N.D. Cal. 2009) (involuntary
chapter 7 case); In re Coudert Brothers, LLP, Case No. 06-12226
(RDD) (Bank. S.D.N.Y. Feb. 15, 2007) (examiner appointed); In re
Thelen Reid LLP, Case No. 09-15631 (ALG) (Bankr. S.D.N.Y. 2009)
(voluntary chapter 7 case); In re Gaston & Snow, Case No. 91 B
14594 (JMP) (Bankr. S.D.N.Y. 1991) (chapter 11 trustee appointed);
In re Finley, Kumble, Wagner, Heine, Underberg, Manley, Myerson &
Casey, 85 B.R. 13, 14 (Bankr. S.D.N.Y. 1988) (chapter 11 trustee
appointed).

"The reason is not that those cases lacked the Debtor's esprit de
corps. It is that in any law firm bankruptcy the primary assets
are claims against partners and those claims simply cannot be
maximized by the partners themselves," said David M. Friedman,
Esq., at Kasowitz, Benson, Torres & Friedman LLP, which is
representing the Former Partners.

Mr. Friedman added, "[T]he central issue is whether the most
critical decisions by the Debtor with respect to maximizing the
value of the estate can be made without independent fiduciary
oversight or appropriate investigation.  Not surprisingly, the
answer is that they cannot."

"Even if acting in good faith, the Debtor simply lacks the
necessary fiduciary credentials to decide how much each partner
should be permitted to pay. The Debtor is managed solely by
individuals who remain partners and who were actively engaged in
many of the Debtor's most controversial pre-petition actions. They
cannot help but bring to their post-petition roles their personal
relationships with former colleagues, their personal biases
regarding pre-petition transactions and the cause of the Debtor's
demise and, of course, their concerns with regard to their own
personal exposure," Mr. Friedman continued.

On July 11, 2012, the Debtor, through its Wind-Down Committee,
presented the former partners and others with an initial proposed
settlement between the Debtor and former partners.  The initial
partner contribution plan received much criticism, including that
the Firm's former leaders, such as members of the executive
committee who presumably were in a position to halt the Firm's
collapse, were not being asked to pay more on the basis of their
greater exposure to liability.  Faced with underwhelming support,
the Debtor extended its original July 24 deadline to accept to
Aug. 7 then to Aug. 14 and then again to Aug. 16.

The latest iteration of the PCP asks former partners, including
retirees and widows of retirees, to pay anywhere from $5,000 to
$3.5 million in exchange for a release.  The revised PCP discounts
the payment amount by up to 5% of receivables collected by the
estate if various partners successfully assist the Debtor in
collecting the receivables, even though the partners are already
obligated to help collect their bills and were not supposed to
have permitted their clients' accounts to become delinquent in the
first place.  The PCP also contains a release of potential
liability under the unfinished business doctrine for certain
partners.  Retirees and partners who departed well before the
Debtor began to fail -- including many who were never partners of
the Debtor, having retired from predecessor firms long before the
September 2007 merger of Dewey Ballantine LLP and LeBoeuf, Lamb,
Greene & MacRae LLP -- are asked to contribute roughly 12.5% of
the total PCP amount.

The Former Partners Committee said the Debtor has sought the
contributions on no basis other than the veiled threat that a
"release is valuable."  According to the Committee, whether or not
this threat is legally justified, the Debtor's attempt to cause
retirees and "of counsel" to subsidize the settlements of active
partners cries out, at a minimum, for vetting by an entirely
disinterested estate fiduciary.

"When it comes to the settlement and release of the Debtor's
claims against its most highly compensated partners, it cannot be
overstated how essential is the role of an independent fiduciary.
These partners have assumed influential roles at many of the
largest and most prestigious law firms in the nation. They are
well positioned to provide the Debtor's remaining partners and
other staff members with gainful employment after the Debtor's
liquidation is complete. They are equally well positioned to
reward the three members of the Official Creditors Committee with
lucrative business opportunities.  And they appear willing --
unabashedly so -- to manipulate their clients' intentions to pay
their bills to the defunct firm.  The estate cannot be permitted
to sacrifice its claims against the top partners upon the altar of
cronyism and expediency.  An examiner can avoid that result," the
Former Partners Committee said.

                       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 lawyers at Kasowitz, Benson,
Torres & Friedman LLP, as counsel.  The Official Committee of
Unsecured Creditors tapped Deloitte Financial Advisory Services
LLP as its financial advisor.


DEWEY & LEBOEUF: Hearing on Examiner Moved to September
-------------------------------------------------------
Bankruptcy Judge Martin Glenn signed off on a stipulation and
scheduling order entered into by Dewey & LeBoeuf and the Ad Hoc
Committee of Retired Partners of LeBoeuf, Lamb, Leiby & MaCrae
over the group's request for appointment of a trustee or an
examiner in the case.

The Ad Hoc Committee noticed the Motion to be considered during
the Aug. 23, 2012 omnibus hearing in the case.  As a result of
consultation among the parties, they agreed that the hearing to
consider the request is adjourned to the earlier of:

     (a) the omnibus hearing scheduled for Sept. 20, 2012; and
     (b) any hearing that may be scheduled to consider approval of
         the Debtor's partner contribution plan.

The Debtor, the Creditors' Committee, the Debtor's secured lenders
and their agents, and the U.S. Trustee have until Aug. 29 to file
objections.

The parties will request a status conference with the Court in
September prior to the Hearing, if the parties believe that the
Hearing will go forward as an evidentiary hearing.

Counsel to the Ad Hoc Committee is:

          Eric Lopez Schnabel, Esq.
          DORSEY & WHITNEY LLP
          51 West 52nd Street
          New York, NY 10019
          Tel: (212) 415-9200

                       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 lawyers at Kasowitz, Benson,
Torres & Friedman LLP, as counsel.  The Official Committee of
Unsecured Creditors tapped Deloitte Financial Advisory Services
LLP as its financial advisor.


DEWEY & LEBOEUF: Committee of Former Partners Adds One Member
-------------------------------------------------------------
Tracy Hope Davis, the U.S. Trustee for Region 2, filed an amended
list of members of the Official Committee of Former Partners in
the Chapter 11 case of Dewey & LeBoeuf LLP, to reflect the
addition of Stuart Hirshfield as member.

The Committee of Former Partners now comprises of:

      1. David Bicks
         c/o Duane Morris
         1540 Broadway
         New York, NY 10036

      2. Cameron F. MacRae
         c/o Duane Morris
         1540 Broadway
         New York, NY 10036

      3. John S. Kinzey
         3314 West End Ave, Unit 601
         Nashville, TN 37203

      4. John P. Campo
         c/o Troutman Sanders LLP
         405 Lexington Avenue
         New York, NY 10174

      5. Stuart Hirshfield
         6 Meadow Road
         P.O. Box 127
         Stockbridge, MA 01262

The Partners Committee previously consisted of four members,
namely (i) David Bicks; (ii) Cameron F. MacRae; (iii) John S.
Kinzey; and (iv) John P. Campo.

                      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: To Have Net Recoveries of $2 Million a Week
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Dewey & LeBoeuf LLP was given an extension until
Sept. 30 of the right to use cash representing collateral for
secured lenders' claims.

According to the report, the renewed right to use cash collateral,
granted on Aug. 15 by the U.S. Bankruptcy Court in New York,
contains a projection showing that Dewey expects to bring in
$21.7 million between Aug. 16 and Sept. 30.  Over the same period,
expenses are projected to total $10.6 million, allowing the
lenders to be paid about $11 million, because cash-use procedures
allow the lenders to draw down the excess when cash rises above
$10 million.

                       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.


DIALOGIC INC: Files Form 10-Q, Incurs $18 Million Net Loss in Q2
----------------------------------------------------------------
Dialogic Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing 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 a
year ago.

The Company had 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 during the prior year.

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.

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

                       http://is.gd/m7Gkix

                         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.

                        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.


DIALOGIC INC: Tennenbaum Capital Hikes Equity Stake to 61.7%
------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Tennenbaum Capital Partners, LLC, disclosed
that, as of Aug. 8, 2012, it beneficially owns 55,499,950 shares
of common stock of Dialogic Inc. representing 61.7% of the shares
outstanding.  Tennenbaum previously reported beneficial ownership
of 7,331,398 common shares or a 19.99% equity stake as of
April 11, 2012.  A copy of the filing is available for free at:

                        http://is.gd/8F6JAf

                          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.


DR TATTOFF: Andrew Heller 2009 GRAT Discloses 13.7% Equity Stake
----------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, The Andrew M. Heller 2009 GRAT disclosed that, as of
July 31, 2012, it beneficially owns 2,145,919 shares of common
stock of Dr. Tattoff, Inc., representing 13.7% of the shares
outstanding.  A copy of the filing is available for free at:

                        http://is.gd/YjMUIN

                         About Dr. Tattoff

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

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

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


EASTMAN KODAK: Inks Film Agreements with Four Hollywood Studios
---------------------------------------------------------------
Eastman Kodak Co. signed new deals with movie-studio partners that
should ensure movie cameras stay loaded with Kodak film until at
least 2015

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the studios are affiliated with Walt Disney Co.,
Warner Brothers Entertainment Inc., NBC Universal International
Ltd., and Paramount Pictures Corp.

According to the report, Kodak was scheduled to complete auctions
this week for patents and intellectual property.  The deadline for
completion of the auction was pushed back in consultation with the
creditors' committee.

The report relates that the market took the delay as an indication
that offered prices are disappointing, following press reports
based on unidentified sources saying that prices were a fraction
of what Kodak hoped.  Kodak's $400 million in 7% convertible notes
due 2017, which sold for 21.055 cents on the dollar on Aug. 9,
went for as little as 10 cents on Aug. 14, a decline of 54%,
according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority.

The report relates before the drop, the bonds had risen more than
25% in price since July.  The bonds sold at 3:57 p.m. on Aug. 15
for 13.5 cents, Trace reported.  The new movie film contracts,
whose terms are confidential, will come up for approval at a
Sept. 19 hearing in U.S. Bankruptcy Court in Manhattan.

The report notes Kodak said the new agreements are similar to
those being replaced, except that termination dates are being
extended to 2014 or 2015.  There is higher pricing, however.  The
new agreements give Kodak the right to quit the movie film
business by giving the studios six months' notice.

The lawsuit in bankruptcy court with Apple is Eastman Kodak
Co. v. Apple Inc., 12-01720, U.S. Bankruptcy Court, Southern
District of New York (Manhattan).  Apple's motion to remove the
suit from bankruptcy court is Eastman Kodak Co. v. Apple Inc.,
12-04881, U.S. District Court, Southern District New York
(Manhattan).

                        About Eastman Kodak

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

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

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

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

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

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

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

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


EASTMAN KODAK: Apple, Google Said to be Joining Forces
------------------------------------------------------
According to The Wall Street Journal's Mike Spector, Ashby Jones,
and Dana Mattioli, people with knowledge of negotiations said
rival technology giants and patent-hoarding firms that had mounted
competing bids for Eastman Kodak's portfolio have joined forces in
recent days -- a move that could take the patents off the market
at a price below what Kodak had hoped to raise in a competitive
auction.

WSJ says the bidding group brings together a raft of strange
bedfellows.  It includes Apple Inc. and Google Inc., rivals in the
global smartphone market; and Intellectual Ventures Management
LLC, which buys up patents to seek licensing revenue and
increasingly sue other companies for infringement, and RPX Corp.,
which buys patents to keep them from being used against its
members in suits.

The sources told WSJ the negotiations and the bidding group's
composition are fluid.  If the consortium reaches a deal to buy
some or all of Kodak's patents, they would essentially be kept out
of any one company's hands and could prevent consortium members
from using them in litigation against each other. A deal, however,
could also attract attention from federal antitrust regulators.

According to WSJ, people familiar with the process said a deal for
the entire portfolio -- one of many options under discussion --
could fetch more than $500 million based on recent negotiations.
That is well above opening bids when the auction started last
week, but far below the $2.2 billion to $2.6 billion Kodak at one
point said the patents could be worth.

Kodak in a statement Thursday said discussions with buyers are
active and that it isn't ready to announce a result.  The company
added that it might decline to sell some or all of the patents,
depending on how the auction progresses.

                        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.


FIRST DATA: Files Form 10-Q, Incurs $157.4MM Net Loss in Q2
-----------------------------------------------------------
First Data Corporation 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 $157.4 million on $2.68 billion of
revenue for the three months ended June 30, 2012, compared with a
net loss attributable to the Company of $175.8 million on $2.74
billion of revenue for the same period during the prior year.

The Company reported a net loss attributable to the Company of
$309.9 million on $5.24 billion of revenue for the six months
ended June 30, 2012, compared with a net loss attributable to the
Company of $392.9 million on $5.29 billion of revenue for the same
period a year ago.

The Company reported a net loss of $336.10 million in 2011, a net
loss of $846.90 million in 2010, and a net loss of $1.01 billion
on $9.31 million in 2009.

The Company's balance sheet at June 30, 2012, showed $40.65
billion in total assets, $37.62 billion in total liabilities,
$67 million in redeemable non-controlling interest and $2.96
billion in total equity.

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

                       http://is.gd/WWDTlZ

                         About First Data

Based in Atlanta, Georgia, First Data Corporation, with over
$10 billion of revenue for the 12 months ended June 30, 2010,
provides commerce and payment solutions for financial
institutions, merchants, and other organizations worldwide.

                          *     *     *

The Company's carries a 'B3' corporate family rating, with a
stable outlook, from Moody's Investors Service, a 'B' corporate
credit rating, with stable outlook, from Standard & Poor's, and
a 'B' long-term issuer default rating from Fitch Ratings.


FIRST MARINER: Files Form 10-Q, Posts $5.6MM Net Income in Q2
-------------------------------------------------------------
First Mariner Bancorp filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $5.67 million on $11.17 million of total interest income for
the three months ended June 30, 2012, compared with a net loss of
$11 million on $11.65 million of total interest income for the
same period during the prior year.

The Company reported net income of $7.49 million on $22.78 million
of total interest income for the six months ended June 30, 2012,
compared with a net loss of $18.31 million on $23.84 million of
total interest income for the same period a year ago.

The Company's balance sheet at June 30, 2012, showed $1.22 billion
in total assets, $1.23 billion in total liabilities, and a
$17.12 million total stockholders' deficit.

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

                       http://is.gd/uR69xA

                       About First Mariner

Headquartered in Baltimore, Maryland, First Mariner Bancorp
-- http://www.1stmarinerbancorp.com/-- is a bank holding company
whose business is conducted primarily through its wholly owned
operating subsidiary, First Mariner Bank, which is engaged in the
general general commercial banking business.  First Mariner was
established in 1995 and has total assets in excess of $1.3 billion
as of Dec. 31, 2010.

"Quantitative measures established by regulation to ensure capital
adequacy require the [First Mariner] Bank to maintain minimum
amounts and ratios of total and Tier I capital to risk-weighted
assets, and of Tier I capital to average quarterly assets," the
Company said in the filing.  "As of March 31, 2011, the Bank was
"under-capitalized" under the regulatory framework for prompt
corrective action."

For the year ended Dec. 31, 2011, Stegman & Company, in Baltimore,
Maryland, expressed substantial doubt about the Company's ability
to continue as a going concern.  The independent auditors noted
that the Company continued to incur significant net losses in
2011, primarily from loan losses and costs associated with real
estate acquired through foreclosure.  The Company has insufficient
capital per regulatory guidelines and has failed to reach capital
levels required in the Cease and Desist Order issued by the
Federal Deposit Insurance Corporation in September 2009.

                        Bankruptcy Warning

As of Dec. 31, 2011, the Bank's and the Company's capital levels
were not sufficient to achieve compliance with the higher capital
requirements the Company was required to have met by June 30,
2010.  The failure to meet and maintain these capital requirements
could result in further action by the Company's regulators.

In the September Order, the FDIC and the Commissioner directed the
Bank to raise its leverage and total risk-based capital ratios to
6.5% and 10%, respectively, by March 31, 2010 and to 7.5% and 11%,
respectively, by June 30, 2010.  The Company did not meet these
requirements.  The Company has been in regular communication with
the staffs of the FDIC and the Commissioner regarding efforts to
satisfy the higher capital requirements.

First Mariner currently does not have any material amounts of
capital available to invest in the Bank and any further increases
to the Company's allowance for loan losses and operating losses
would negatively impact the Company's capital levels and make it
more difficult to achieve the capital levels directed by the FDIC
and the Commissioner.

Because the Company has not met all of the capital requirements
set forth in the September Order within the prescribed timeframes,
the FDIC and the Commissioner could take additional enforcement
action against the Company, including the imposition of monetary
penalties, as well as further operating restrictions.  The FDIC or
the Commissioner could direct us to seek a merger partner or
possibly place the Bank in receivership.  If the Bank is placed
into receivership, the Company would cease operations and
liquidate or seek bankruptcy protection.  If the Company were to
liquidate or seek bankruptcy protection, First Mariner does not
believe that there would be assets available to holders of the
capital stock of the Company.


GARLOCK SEALING: Asbestos Claimants Taps Saccullo as Del. Counsel
-----------------------------------------------------------------
The Official Committee of Asbestos Personal Injury Claimants in
the Chapter 11 cases of Garlock Sealing Technologies LLC, et al.,
asks the U.S. Bankruptcy Court for the Western District of North
Carolina for permission to retain A. M. Saccullo Legal, LLC as its
Delaware counsel.

Saccullo Legal will, among other things:

   a) represent the ACC in any further activity in the District
      Court for the District of Delaware in the Delaware Action
      and any future actions involving the Debtors or their
      estates or other parties-in-interest in this case that may
      be initiated in that court or any other court within the
      State of Delaware, and communicating with the ACC regarding
      the matters heard and issues raised well as the decisions
      and considerations of those courts;

   b) review and analyze all legal pleadings and proposed orders
      filed and to be filed in the Delaware Action and any future
      actions involving the Debtors or their estates or other
      parties-in-interest in this case that may be initiated in
      that court or any other court within the State of Delaware;
      advise the ACC as to the necessity and propriety of the
      foregoing and their impact upon the rights of asbestos-
      related claimants, and upon the case generally; and after
      consultation with and approval of the ACC or its
      designee(s), consent to appropriate orders on its behalf or
      otherwise objecting thereto;

   c) assist the ACC in preparing appropriate legal pleadings and
      proposed orders in the Delaware Action and any future
      actions involving the Debtors or their estates or other
      parties-in-interest in the case that may be initiated in
      that court or any other court within the State of Delaware,
      as may be required in support of positions taken by the ACC
      and preparing witnesses and reviewing documents relevant
      thereto; and

   d) assist the ACC generally by providing other services in the
      Delaware Action and any future actions involving the Debtors
      or their estates or other parties in interest in this case
      that may be initiated in that court or any other court
      within the State of Delaware, as may be in the best interest
      of the creditors represented by the ACC.

The hourly rates of Saccullo Legal's personnel are:

         Anthony M. Saccullo, member             $300
         Thomas H. Kovach, special counsel       $300

To the best of the ACC's knowledge, Saccullo Legal does not
represent any entity having an interest adverse to the Committee
or to the asbestos creditors of the Debtors' estates in connection
with the matters for which the Committee proposes to retain them.

                       About Garlock Sealing

Headquartered in Palmyra, New York, Garlock Sealing Technologies
LLC is a unit of EnPro Industries, Inc. (NYSE: NPO).  For more
than a century, Garlock has been helping customers efficiently
seal the toughest process fluids in the most demanding
applications.

On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D. N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code.  The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.
Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.

The filing covers only Garlock operations in Palmyra, New York and
Houston, Texas.  Garlock Rubber Technologies, Garlock Helicoflex,
Pikotek, Technetics, Garlock Europe and Garlock operations in
Canada, Mexico or Australia are not affected by the filing, nor is
EnPro Industries or any other EnPro operating subsidiary.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in its Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for asbestos matters.

The Official Committee of Asbestos Personal Injury Claimants in
the Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.

Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan
P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co-
counsel.

About 124,000 asbestos claims are pending against Garlock in
stateand federal courts across the country.  The Company says
majority of pending asbestos actions against it is stale and
dormant -- almost 110,000 or 88% were filed more than four years
ago and more than 44,000 or 35% were filed more than 10 years ago.

Garlock said in the Disclosure Statement that all asbestos claims
must be paid in full.  Full payment enables the plan to allow
continued ownership by parent EnPro Industries Inc.

The Plan will create a trust to fund payment to present and future
asbestos claimants.  For currently existing claims, the trust will
have insurance proceeds plus cash from Garlock together with a
promise from EnPro to provide up to $30 million over time.  For
future claims, the trust will receive $60 million from Garlock
plus a secured promise by Garlock to supply an additional
$140 million.  The promise will be secured by 51% of Garlock's
stock.


GMX RESOURCES: Makes New Distressed Exchange Offer
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that GMX Resources Inc. announced a distressed exchange
offer late last week.

As reported by the Troubled Company Reporter, GMX Resources
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

According to Bloomberg, late last year GMX successfully tendered
for $200 million in 11.375% senior notes due 2019.

Bloomberg relates the notes last traded Aug. 14 for 73 cents on
the dollar, according to Trace, the bond-price reporting system of
the Financial Industry Regulatory Authority.  The bonds due 2015
last traded Aug. 14 for 41 cents on the dollar, Trace said.

The three year high for the stock was $18.50 on Oct. 15, 2009.
The low in the period was 72 cents on June 26.

                        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.

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.

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

                           *     *     *

As reported by the Troubled Company Reporter on Aug. 16, 2012,
Standard & Poor's Ratings Services lowered its corporate credit
rating on GMX Resources to 'CC' from 'CCC+'. The 'CCC+' rating on
the company's $283.5 million senior secured notes, remains
unchanged. The outlook is negative.

"The downgrade to 'CC' reflects the potential for a selective
default on GMX's 4.5% senior convertible notes due 2015 -- $86.3
million outstanding as of June 30, 2012 -- due to certain aspects
of GMX's exchange offer that would constitute a distressed
exchange under our criteria," said Standard & poor's credit
analyst Paul B. Harvey. "As part of the exchange offer for its
2013 and 2015 convertible notes, holders of the 2015 notes have
the right to exchange $1,000 principle of existing notes for $700
principle of new senior secured second-priority notes due 2018. We
view this as a distressed exchange."

Holders of the existing 2015 notes, regardless of when purchased,
would receive significantly less than the original face value that
was promised, S&P said.


GREENSHIFT CORP: Reports $4.6 Million Net Income in 2nd Quarter
---------------------------------------------------------------
Greenshift Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $4.64 million on $4.24 million of total revenue for the three
months ended June 30, 2012, compared with a net loss of $327,205
on $3.14 million of revenue for the same period during the prior
year.

The Company reported net income of $3.94 million on $7.15 million
of revenue for the six months ended June 30, 2012, compared with
net income of $9.80 million on $10.86 million of total revenue for
the same period a year ago.

The Company's balance sheet at June 30, 2012, showed $7.32 million
in total assets, $46.70 million in total liabilities and a $39.37
million total stockholders' deficit.

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

                        http://is.gd/1Jif0X

                     About Greenshift Corporation

Headquartered in New York, GreenShift Corporation develops and
commercializes clean technologies designed to integrate into and
leverage established production and distribution infrastructure to
address the financial and environmental needs of its clients by
decreasing raw material needs, facilitating co-product reuse, and
reducing waste and emissions.

In its audit report on the consolidated financial statements for
the year ended Dec. 31, 2011, Rosenberg Rich Baker Berman &
Company, in Somerset, New Jersey, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered losses
from operations and has a working capital deficiency as of Dec.
31, 2011.


GUITAR CENTER: Files Form 10-Q, Incurs $28.7MM Net Loss in Q2
-------------------------------------------------------------
Guitar Center Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $28.76 million on $486.59 million of net sales for the
three months ended June 30, 2012, compared with a net loss of
$25.95 million on $479.05 million of net sales for the same period
during the prior year.

The Company reported a net loss of $44.97 million on $1.01 billion
of net sales for the six months ended June 30, 2012, compared with
a net loss of $37.40 million on $981.85 million of net sales for
the same period a year ago.

The Company's balance sheet at June 30, 2012, showed $1.82 billion
in total assets, $1.94 billion in total liabilities, and a
$122.39 million total stockholders' deficit.

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

                        http://is.gd/EIbgnB

                        About Guitar Center

Guitar Center, Inc., headquartered in Westlake Village, Calif., is
the largest musical instrument retailer with 312 stores and a
direct response segment, which operates its websites.  It operates
three distinct musical retail business - Guitar Center (about 70%
of revenue), Music & Arts (about 7% of revenue), and Musician's
Friend (its direct response subsidiary with 24% of revenue).
Total revenue is about $2 billion.

The Company reported a net loss of $236.94 million in 2011, a net
loss of $56.37 million in 2010, and a net loss of $189.85 million
in 2009.

                        Bankruptcy Warning

The Company said in its annual report for the year ended
Dec. 31, 2011, that its ability to make scheduled payments or to
refinance its debt obligations depends on the Company and
Holdings' financial and operating performance, which is subject to
prevailing economic and competitive conditions and to certain
financial, business and other factors beyond its control.  The
Company cannot provide any assurance that it will maintain a level
of cash flows from operating activities sufficient to permit it to
pay the principal, premium, if any, and interest on its
indebtedness.

If the Company cannot make scheduled payments on its debt, the
Company will be in default and, as a result:

   * its debt holders could declare all outstanding principal and
     interest to be due and payable;

   * the lenders under the Company's senior secured credit
     facilities could terminate their commitments to lend the
     Company money and foreclose against the assets securing their
     borrowings; and

   * the Company could be forced into bankruptcy or liquidation.

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 28, 2011,
Moody's Investors Service affirmed Guitar Center, Inc.'s Caa2
Corporate Family Rating and the $622 million existing term loan
rating of Caa1 due October 2014.  The Probability of Default
Rating was revised to Caa2/LD from Caa2 while the Speculative
Grade Liquidity assessment was changed to SGL-2 from SGL-3.  The
rating outlook remains stable.

The Caa2/LD Probability of Default rating reflects Moody's view
that the extended deferral of interest on the Holdco notes
constitutes a distressed exchange under Moody's definition and
also anticipates that additional exchanges of this nature are
possible over the near term.  The Limited Default designation was
prompted by the company's executed amendment of the HoldCo notes,
which allows for a deferral of 50% of the interest payments for 18
months.  Moody's views this as a distressed exchange that provides
default avoidance.  This LD designation applies to the proposed
follow-on amendment to defer the HoldCo note interest payments by
another six months.  Subsequent to the actions, Moody's will
remove the LD designation and the PDR will be Caa2 going forward.


HEALTHCARE OF FLORENCE: E&M Taps TeamLogicIT as System Specialist
-----------------------------------------------------------------
E&M Hospital Investments, LLC, secured creditor of Healthcare of
Florence, LLC, et al., asks the U.S. Bankruptcy Court for the
District of Arizona for permission to retain TeamLogicIT as
computer technology specialist to preserve and protect the
computer system and the electronic data of the Debtors.

E&M also requests the Court order the Debtors to provide full
access to TeamLogicIT as necessary to permit full preservation,
access and use of all electronic data.

According to E&M, the Debtors maintain their patient files, their
accounting files, tax data, and substantially all of their
business records on a computer system.  Currently, the Debtors
employ one person, Tom Harberts, to maintain and preserve their
computer system.

E&M notes that the utility companies serving the Debtors'
businesses have threatened to cut off service due to lack of
postpetition payment which will adversely affect the storage of
business information.

E&M proposes to pay the expenses of the employment as a cost
advance against its claim, and for other relief as is just in the
circumstances.

TeamLogicIT proposes to charge the Debtors $345 per month with the
additional charge of $100 per hour for any needed onsite support.

The proposal sets out the services of TeamLogicIT which include
help desk support 24/7, remote system monitoring, proactive system
alerts, hardware repair, network services (including
troubleshooting), security services and other onsite support and
troubleshooting.

                   About Healthcare of Florence

Healthcare of Florence, LLC, filed a bare-bones Chapter 11
petition (Bankr. D. Ariz. Case No. 12-08547) in Tucson, Arizona,
on April 23, 2012.  Healthcare of Florence, LLC --
http://www.florencecommunityhealthcare.com-- owns and operates a
full-service community hospital in Florence, Arizona.

Judge James M. Marlar presides over the case.  James F. Kahn P.C.
serves as the Debtor's counsel.  The Debtor disclosed $42,244,804
in assets and $39,007,338 in liabilities as of the Chapter 11
filing.  The petition was signed by Edward McEachern, CEO of
Initiatives Healthcare, LLC, manager of debtor.

The U.S. Trustee appointed a three-member creditors committee.


HEALTHCARE OF FLORENCE: U.S. Trustee Appoints 3-Member Committee
----------------------------------------------------------------
Ilene J. Lashinsky, U.S. Trustee for Region 14, appointed three
persons to serve in the Official Committee of Unsecured Creditors
in the Chapter 11 cases of Healthcare of Florence, LLC, et al.

The Committee members are:

      1. Well Done Construction, LLC
         Attn: Teresa Mosher
         9038 E. Florian Ave.
         Mesa, AZ 85028
         Tel: (602) 703-0327
         Fax: (480) 986-4022
         E-mail: welldonecontruct@yahoo.com

      2. Border States Industries, Inc.
         Attn: Christopher LaMotte
         5519 E. Washington
         Phoenix, AZ 85034
         Tel: (602) 497-4717
         Fax: (602) 231-8535
         E-mail: clamotte@border-states.com

      3. County Carpets
         Attn: Stewart cathemen
         P.O. Box 148 VA
         Valley Farms, AZ 85191
         Tel: (502) 560-1117
         Fax: (520) 868-3511
         E-mail: sixcathemers@msm.com

                   About Healthcare of Florence

Healthcare of Florence, LLC, filed a bare-bones Chapter 11
petition (Bankr. D. Ariz. Case No. 12-08547) in Tucson, Arizona,
on April 23, 2012.  Healthcare of Florence, LLC --
http://www.florencecommunityhealthcare.com-- owns and operates a
full-service community hospital in Florence, Arizona.

Judge James M. Marlar presides over the case.  James F. Kahn P.C.
serves as the Debtor's counsel.  The Debtor disclosed $42,244,804
in assets and $39,007,338 in liabilities as of the Chapter 11
filing.  The petition was signed by Edward McEachern, CEO of
Initiatives Healthcare, LLC, manager of debtor.


HEALTHCARE OF FLORENCE: Taps Eide Bailly to Make 2011 Tax Returns
-----------------------------------------------------------------
Healthcare of Florence, LLC, et al., ask the U.S. Bankruptcy Court
for the District of Arizona for permission to employ Eide Bailly
LLP to prepare the 2011 tax returns.

Debtors also seek authority to pay Eide Bailly LLP $5,102 for the
preparation and filing of Debtors' 2011 tax returns; the amount is
included in Debtor's budget, which has been approved by E&M
Hospital Investments, LLC.

Eide Bailly LLP has a prepetition claim in the amount of $42,000
against Debtors for preparation of the 2010 tax returns, but Eide
Bailly LLP will await payment from the Bankruptcy Estate for the
prepetition balance due.  The Debtors submit that Eide Bailly
LLP's prepetition claim does not represent an inherent conflict,
because Eide Bailly is being retained only for tax preparation,
not general consultation services regarding reorganization.

To the best of Debtors' knowledge, Eide Bailly does not hold or
represent any other interest adverse to the Debtor or the estate
in the matters in which it is to be engaged.

                 About Healthcare of Florence, LLC

Healthcare of Florence, LLC, filed a bare-bones Chapter 11
petition (Bankr. D. Ariz. Case No. 12-08547) in Tucson, Arizona,
on April 23, 2012.  Healthcare of Florence, LLC --
http://www.florencecommunityhealthcare.com-- owns and operates a
full-service community hospital in Florence, Arizona.

Judge James M. Marlar presides over the case.  James F. Kahn P.C.
serves as the Debtor's counsel.  The Debtor disclosed $42,244,804
in assets and $39,007,338 in liabilities as of the Chapter 11
filing.  The petition was signed by Edward McEachern, CEO of
Initiatives Healthcare, LLC, manager of debtor.

The U.S. Trustee appointed a three-member creditors committee.


HIGHLANDS BANKSHARES: Reports $654,000 Net Income in 2nd Quarter
----------------------------------------------------------------
Highlands Bankshares, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $654,000 on $6.52 million of total interest income
for the three months ended June 30, 2012, compared with net income
of $22,000 on $6.91 million of total interest income for the same
period during the prior year.

The Company reported net income of $1.06 million on $12.95 million
of total interest income for the six months ended June 30, 2012,
compared with a net loss of $2.10 million on $13.90 million of
total interest income for the same period a year ago.

The Company's balance sheet at June 30, 2012, showed
$599.47 million in total assets, $569.65 million in total
liabilities, and $29.81 million in total stockholders' equity.

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

                        http://is.gd/IMFLxx

                    About Highlands Bankshares

Abingdon, Va.-based Highlands Bankshares, Inc., is a one-bank
holding company organized under the laws of Virginia in 1995 and
registered under the Federal Bank Holding Company Act of 1956.
The Company conducts the majority of its business operations
through its wholly-owned bank subsidiary, Highlands Union Bank.
The Company has two direct subsidiaries as of Dec. 31, 2011: the
Bank, which was formed in 1985, and Highlands Capital Trust I, a
statutory business trust (the "Trust") which was formed in 1998.

The Bank is a Virginia state chartered bank that was incorporated
in 1985.  The Bank operates a commercial banking business from its
headquarters in Abingdon, Virginia, and its thirteen area full
service branch offices.

"During the first quarter of 2011, the Bank's total risk based
capital ratio fell below the required minimum to be "well -
capitalized," the Company said in its quarterly report for the
period ended March 31, 2012.  "The Bank's Tier 1 Capital to Risk
Weighted assets ratio and Tier 1 capital to Adjusted Total Assets
remained above the "well-capitalized" thresholds.  Because the
Bank's total risk- based capital ratio was below 10% as of Dec.
31, 2011, and March 31, 2012, the Bank is considered to be
"adequately-capitalized" under the regulatory framework for prompt
corrective action.  As a result of our status as "adequately-
capitalized" for regulatory capital purposes, we cannot renew or
accept brokered deposits without prior regulatory approval and we
may not offer interest rates on our deposit accounts that are
significantly higher than the average rates in our market area.
The Bank has increased its total risk based capital ratio from
8.77% at March 31, 2011, to 9.44% at March 31, 2012.  The Bank's
total risk based capital ratio was 9.08% at Dec. 31, 2011."


HOLLIFIELD RANCHES: Files Sixth Amended Plan of Reorganization
--------------------------------------------------------------
Hollifield Ranches Inc. filed a sixth amended plan of
reorganization dated July 18, 2012.

The classification and treatment of claims under the plan are:

     A. Class 1 (Administrative Fees and Costs) will be paid in
        cash on the date of distribution of this Plan.

     B. Class 2 (Section 507 Priority Claims) ? None

     C. Class 3 (Bank of the West) will be paid the sum of
        $18,325.56 together with 4.25% interest per annum in two
        equal annual payments of $9,162.78 each.  The first annual
        payment will be made on or before the April 15, 2013, with
        the subsequent final payment to be made on or before April
        15, 2014.

     D. Class 4 (Davidson & Co.) will be allowed the sum of
        $18,020.25, which is secured by a seed lien against the
        2010 malt barley crop for goods sold. The sum of
        $18,020.25 together with interest at the rate of 4.25% per
        annum will be paid in seven equal annual payments of
        $3,030.14 each.

     E. Class 5 (KeyBank) has a fully secured $14.1 million claim
        which is secured by livestock, milk proceeds, cash
        collateral, equipment, personal property real property,
        and related collateral.

     F. Class 6 (McCall Livestock) has been paid in full.

     G. Class 7 (Metropolitan Life Insurance Co. and MLIC Asset
        Holdings LLC) will be considered to equal $6,790,005.92.

     H. Class 8 (Northwest Farm Credit Service) will be paid by
        the partnership.

     I. Class 9 (Twin Falls Livestock) has been paid in full.

     J. Class 10 (Wells Fargo Bank) in the sum of $23,800.66 which
        is secured by a lien against a Case 721 B loader.  The
        claim together with interest at the rate of 4.25% per
        annum will be paid in 72 equal monthly payments of $375
        each.

     K. Class 11 (Buhl Implement Co.) in the sum of $8,030.24,
        which is secured by a lien against a Case IH Model MX240
        tractor, Serial No. JJA0110571, for repairs.  The sum of
        $8,030.24 together with interest at the rate of 4.25% per
        annum will be paid in 36 equal monthly payments of $238
        each.

     L. Class 12 (Agri-Stor Co., Inc./Chemical Supply Co., Inc.)
        is allowed in the sum of $12,562.19, which is secured by a
        lien against crops.  The sum of $12,562.19 together with
        interest at the rate of 4.25% per annum will be paid in 7
        equal annual payments of $2,112.36 each.

     M. Class 13 (Western Seeds) has been paid in full.

     N. Class 14 (Valley Agronomics, LLC) is considered to be
        unsecured and will be included in the Unsecured Creditors
        Class.

     O. Class 15 (Simplot Soilbuilders) is allowed in the sum of
        $321,420.43, which is secured by a residence and five
        acres owned by Terry Hollifield and Carol Hollifield
        personally.  The claim, together with interest at the rate
        of 4.50%, will be paid in five equal annual payments of
        $73,216.89 each.

     P. Class 16 (CNH Capital) is allowed in the sum of
        $39,051.13, which is secured by a New Holland harvester.
        The claim, together with interest thereon at the rate of
        4.25%, will be paid in 72 equal monthly payments of
        $615.42 each.

     Q. Class 17 (Tyson Fresh Meats, Inc.) There is a dispute that
        exists wherein Tyson Fresh Meats, Inc., has filed a Motion
        for Allowance of Administrative Claim and Complaint for
        Determination of Administrative Expense Claim, seeking an
        administrative claim totaling $958,511.47.  The Debtor
        disputes that claim and has filed an Answer and
        counterclaim seeking a judgment totaling approximately
        $1.4 million against Tyson Fresh Meats, Inc.  The Debtor
        reserves all rights with respect to resolving this matter
        and that the confirmation order will provide not only
        reserving the rights of debtor but by Tyson Fresh Meats.

     R. Class 18 (Administrative Expenses Under Section 503(b)(9))
        will be paid within 10 days after the order of
        confirmation is entered.

     S. Class 19 (Unsecured Claims) totaling $2,807,677.08, will
        receive 100% of the face amount of the claim with interest
        at 2% from April 15, 2012, which will be amortized over a
        period of 15 years.

A copy of the sixth amended reorganization plan is available for
free at http://bankrupt.com/misc/HOLLIFIELD_plan6a.pdf

                     About Hollifield Ranches

Hansen, Idaho-based Hollifield Ranches Inc. filed for Chapter 11
bankruptcy (Bankr. D. Idaho Case No. 10-41613) on Sept. 9, 2010.
Hollifield Ranches owns a farming, cattle and dairy operation, and
allegedly is owed money for potatoes it sent to Cummins Family
Produce, Inc., for processing.  Brent T. Robinson, Esq., in
Rupert, Idaho, represents the Debtor.  The Debtor estimated assets
and debts at $10 million to $50 million as of the Chapter 11
filing.

The Debtor, which is run by Terry Hollifield, was forced to seek
bankruptcy after its dairy business encountered cash flow problems
in 2008 when the cost of feed was very high, and its cattle
business had problems with the falling price for livestock.

J. Justin May, Esq., at May, Browning & May, represents the
Official Committee of Unsecured Creditors.


HOLLIFIELD RANCHES: Has $260,000 Loan for Fertilizers, Supplies
---------------------------------------------------------------
The Hon. Jim D. Pappas of the U.S. Bankruptcy Court for the
District of Idaho authorized Hollifield Ranches Inc. to enter into
a secured loan with J.R. Simplot Company, in an amount not to
exceed $260,000 for the purpose of obtaining fertilizer, chemicals
and fuel to spray crops.

The interest due on the secured loan is at the rate of 4%, with
amount to be due and payable upon demand, but not later than
Dec. 31, 2012.  Simplot will have a first and paramount lien
against the Debtor's 2012 crops, including products and proceeds
thereof and will be deemed in compliance with I.C. Section
28-9-502.

The $260,000 secured loan is in addition to prior orders
authorizing the Debtor to incur $1.6 million in secured debt from
Simplot for the 2012 crop year.

KeyBank National Association's lien will be subordinate to this
secured lien and the secured liens of Simplot, plus accruing
interest from the dates of the respective purchases/advances as to
the Debtor's 2012 crops and crop proceeds, to the extent that
Simplot provides value/credit to the Debtor.

                     About Hollifield Ranches

Hansen, Idaho-based Hollifield Ranches Inc. filed for Chapter 11
bankruptcy (Bankr. D. Idaho Case No. 10-41613) on Sept. 9, 2010.
Hollifield Ranches owns a farming, cattle and dairy operation, and
allegedly is owed money for potatoes it sent to Cummins Family
Produce, Inc., for processing.  Brent T. Robinson, Esq., in
Rupert, Idaho, represents the Debtor.  The Debtor estimated assets
and debts at $10 million to $50 million as of the Chapter 11
filing.

The Debtor, which is run by Terry Hollifield, was forced to seek
bankruptcy after its dairy business encountered cash flow problems
in 2008 when the cost of feed was very high, and its cattle
business had problems with the falling price for livestock.

J. Justin May, Esq., at May, Browning & May, represents the
Official Committee of Unsecured Creditors.


HOLLIFIELD RANCHES: To Hire U.S. Auction to Sell Livestock
----------------------------------------------------------
Hollifield Ranches Inc. asks the U.S. Bankruptcy Court for the
District of Idaho for authority to employ U.S. Auction to
liquidate equipment and livestock at regularly conducted auctions.

The Debtor, as successor to White Gold Dairy, owned 1,903 Cows and
1,360 Heifers, except those who have been culled who had a high
somatic cell count, staff infection or did not produce as much as
other milking cows.  The Debtor desires to retain the services of
U.S. Auction as a professional to liquidate the livestock at
regularly conducted livestock auctions.

U.S. Auction may decide to transport to a different location for
the reason that the location is more conducive to an auction sale
and the Auctioneer will have greater control over the equipment
and livestock.  It is expected that the sale of the equipment and
livestock will be in connection with other equipment to be sold
owned by other parties on the date specified.

The Debtor has selected U.S. Auction as a professional based on
its experience in conducting auctions, its list and network with
potential buyers, its reputation in the community and its
familiarity with equipment and livestock.

U.S. Auction has agreed to auction the equipment for a commission
of 7% of the gross sales and the livestock for a commission of 4%
of the gross sales.  U.S. Auction will not bid on or purchase any
of the equipment and livestock.

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

                     About Hollifield Ranches

Hansen, Idaho-based Hollifield Ranches Inc. filed for Chapter 11
bankruptcy (Bankr. D. Idaho Case No. 10-41613) on Sept. 9, 2010.
Hollifield Ranches owns a farming, cattle and dairy operation, and
allegedly is owed money for potatoes it sent to Cummins Family
Produce, Inc., for processing.  Brent T. Robinson, Esq., in
Rupert, Idaho, represents the Debtor.  The Debtor estimated assets
and debts at $10 million to $50 million as of the Chapter 11
filing.

The Debtor, which is run by Terry Hollifield, was forced to seek
bankruptcy after its dairy business encountered cash flow problems
in 2008 when the cost of feed was very high, and its cattle
business had problems with the falling price for livestock.

J. Justin May, Esq., at May, Browning & May, represents the
Official Committee of Unsecured Creditors.


HORNE INTERNATIONAL: Estimates $506,000 Net Loss in 2nd Quarter
---------------------------------------------------------------
Horne International, Inc., expects to report a net loss of
approximately $506,000 on revenues of approximately $974,000 for
the quarter ended June 24, 2012, compared to net income of
approximately $739,000 on revenues of approximately $1.303 million
for the quarter ended June 26, 2011.  The anticipated increase in
net loss is primarily due to the significant amount of low margin
revenues.

Due to reduced staffing levels, the Company experienced delays in
closing its quarter, and consequently the Company's independent
registered public accounting firm was unable to complete its
review of the Company's Quarterly Report on Form 10-Q within the
prescribed time period without unreasonable effort or expense.
The Form 10-Q will be filed no later than the fifth calendar day
following the prescribed due date.

                     About Horne International

Fairfax, Va.-based Horne International, Inc., is an engineering
services company focused on provision of integrated, systems
approach based solutions to the energy and environmental sectors.

The Company reported a net and total comprehensive loss of
$121,000 on $5.68 million of revenue for the 12 months ended Dec.
25, 2011, compared with a net and total comprehensive loss of
$1.04 million on $3.43 million of revenue for the 12 months ended
Dec. 26, 2010.

The Company's balance sheet at March 25, 2012, showed
$1.17 million in total assets, $2.21 million in total liabilities,
and a $1.03 million total stockholders' deficit.

In its audit report accompanying the 2011 financial statements,
Stegman & Company, in Baltimore, Maryland, expressed substantial
doubt as to the Company's ability to continue as a going concern.
The independent auditors noted that the Company has experienced
continuing net losses for each of the last four years and as of
Dec. 25, 2011, current liabilities exceeded current assets by
$900,000.


HUSSEY COPPER: Highland Capital OK'd as Life Settlement Broker
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Hussey Copper Corp., et al., to employ Highland capital Brokerage
as life settlement broker.

As reported in the Troubled Company Reporter on July 23, 2012, the
Debtors disclosed that Debtor HCL Liquidation Ltd. maintained
three life insurance policies withe AXA Equitable on the life of
Roy Allen, chief executive officer of HCL.  HCL owns the Allen
POlicies and is the designated beneficiary under the policies.

Highland will, among other things:

   a) review the purpose for selling the Allen Policies;

   b) obtain all application and authorization information
      required to assess the probability of policy sales and
      submit life settlement offer request(s) to life settlement
      providers;

   c) submit a request for proposal to established
      institutionally-funded providers;

   d) summarize all offers for client review and final offer
      selection; and

   e) coordinate all closing documents working with the selected
      provider.

In addition, the Debtors have agreed to pay Highland a brokerage
fee, due upon the sale of each of the Allen Policies, which
brokerage fee will be paid from the gross sale proceeds of the
policies in an amount equal to the lesser of $300,000 or 15% of
the net sale proceeds of the policies.

No Brokerage Fee will be charged to the Debtors in the event the
sale of the Allen Policies does not occur, and the Debtors have no
obligation under the Engagement Agreement to accept any offer to
purchase any of the Allen Policies.  Finally, the Engagement
Agreement recognizes that the sale of the Allen Policies may not
be effectuated without the entry of a Court order authorizing the
sale.

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

                        About Hussey Copper

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

Hussey Copper Corp. filed a Chapter 11 petition (Bankr D. Del.
Case No. 11-13010) on Sept. 27, 2011, with a deal to sell
substantially all assets.  Five other affiliates also filed
separate petitions (Case Nos. 11-13012 to 11-13016).  In its
amended schedules, HCL Liquidation disclosed $80,760,296 in assets
and $71,453,842 in liabilities as of the Chapter 11 filing.

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

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

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

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

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

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


INNER CITY MEDIA: Parent Company Sues to Recoup Missing Artwork
---------------------------------------------------------------
Rachel Feintzeig, writing for Dow Jones Newswires, reports that
Inner City Broadcasting Corp. filed a lawsuit Monday with the U.S.
Bankruptcy Court in Manhattan, taking aim at a wide swath of
defendants, all key players in subsidiary Inner City Media Corp.?s
bankruptcy case.  The parent company blamed them for the removal
of $1.1 million worth of "unique and valuable artwork" that once
decorated the halls of its New York offices and said it's owed at
least $1.1 million in damages plus $5 million in punitive damages
after seeing the defendants make off with art that wasn't theirs
to take.

The defendants included the bankrupt company; the funds managed by
billionaire Ron Burkle?s Yucaipa Cos. and by Fortress Investment
Group LLC that pushed the company into bankruptcy proceedings last
August; YMF Media LLC, the entity, formed by senior lenders and
other buyers, that's poised to purchase Inner City Media?s radio
stations; and Robert J. Maccini, the chief restructuring officer
appointed to the case in October.

According to the report, Mr. Maccini was not immediately available
for comment Tuesday, nor were attorneys for the Yucaipa and
Fortress funds or for Inner City Media.

According to the report, the lawsuit alleged that "shortly after
midnight: on May 17, Mr. Maccini, "acting in concert," with the
senior lenders and the proposed purchaser, told Inner City
Broadcasting that 15 pieces of artwork by "renowned African-
American artists" were wrested from their spots in a conference
room and hallway at Inner City Broadcasting and Inner City Media's
Park Avenue offices.  The pieces include an oil-on-canvas work by
Charles Alston called "Black and White," an oil-on-paper work by
Romare Bearden called "Jazz Trio" and a collage by Allen
Stringfellow called "Harlem Barber Shop," according to court
papers.  Inner City Broadcasting acquired the art from 1996 to
1999, it added.  The lawsuit said the art "was secreted to an
undisclosed location without giving any advance notice to ICBC,
despite having actual knowledge that ICBC claimed to be the
exclusive owner of the artwork."

                          About Inner City

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

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

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

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

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

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

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

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


INTEGRITY LIFE: CEO Defaults on Guarantee, Says Rival
-----------------------------------------------------
Excite Medical noted in an announcement that its rival Integrity
Life Sciences, in a July 2012 press release, acknowledged that
James Gibson is, in fact, their President and CEO.

"This comes as a surprise to many in the industry, as two of the
previous companies that Mr. Gibson was the President and CEO of,
Cluster Technologies, Corp. and Axiom Worldwide, LLC, have both
gone out of business," Excite said.

Mr. Gibson, Excite points out, has been ordered by two United
States federal judges to pay over $2.3 Million USD to two
federally insured banks.  Additionally, Mr. Gibson recently
defaulted on his personal guarantee of a $4.5 million USD loan
with Progress Bank, which is also federally insured.

When Mr. Saleem Musallam, President of Excite Medical, on his
thoughts on Mr. Gibson's involvement in Integrity Life, said,
"Anyone making a decision on whether to become a distributor, or
invest in goods or services, now has an easy choice to make:
choose Excite Medical."

Excite Medical is the exclusive worldwide distributor and contract
manufacturer of the DRX9000(R) and the DRX (R) Spinal
Decompression line of products.  Excite Medical is an ISO 13485
certified company, registered with the United States FDA, and has
been accredited by the United States and Canada Better Business
Bureau with an A Rating.

Privately held Integrity Life Sciences --
http://www.integritylifesciences.com-- manufactures and
distributes non-surgical spinal decompression equipment, including
the Integrity Spinal Care System 2.0 and Lombare, in medical
markets around the globe.


KINETIC CONCEPTS: Moody's Says Bed Biz Sale Modestly Positive
-------------------------------------------------------------
Moody's Investors Service commented on Kinetic Concepts, Inc.'s
(B2 stable) announced sale of its Therapeutic Support Systems
business (i.e. beds and surfaces for acute and post-acute care
facilities) to Getinge Group for $275 million. Despite modestly
increasing Kinetic Concept's debt to EBITDA in the near-term,
Moody's views the divesture as positive because it frees up
management and capital resources in order to focus on the
company's bigger, more profitable Advanced Healing Solutions (AHS)
and Lifecell businesses.


KLUKWAN INC: Alaska Native Village Corp. Files for Chapter 11
-------------------------------------------------------------
Mike Dunham at Anchorage Daily News reports the Alaska Native
village corporation Klukwan Inc. filed a voluntary petition for
Chapter 11 bankruptcy in the U.S. Bankruptcy Court in Anchorage on
Aug. 7, 2012

The report relates Klukwan president Ralph Strong said it was in
the best interest of the corporation to seek creditor protection.

According to the report, court documents listed major creditors as
including Travelers Casualty & Surety, Sterling Savings Bank of
Fircrest, Wash., the Internal Revenue Service and the
corporation's own Klukwan Education Trust.

According to the report, Mr. Strong said in an interview with
Margaret Friedenauer of KHNS radio that the bankruptcy filing was
necessary to protect the corporation from having Travelers place a
lien on money Klukwan receives from the regional Native
corporation, Sealaska, to satisfy a $7 million debt.

The report notes Mr. Strong told KHNS the Travelers lien would not
be allowed under the Alaska Native Claims Settlement Act.
However, he added, federal courts will have to make that
determination.  The decision could have far-ranging implications
for every ANCSA corporation.

Klukwan Inc. -- http://www.klukwan.com/-- is a native corporation
owning an entitlement of 23,000 acres of forested land located in
the heart of southeast Alaska's rain forest.


LAPORTE FAMILY: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Laporte Family Properties, LLC
        950 West Causeway Approach
        Mandeville, LA 70471

Bankruptcy Case No.: 12-12435

Chapter 11 Petition Date: August 14, 2012

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

Judge: Jerry A. Brown

Debtor's Counsel: Christopher T. Caplinger, Esq.
                  LUGENBUHL, WHEATON, PECK, RANKIN & HUBBARD
                  601 Poydras Street, Suite 2775
                  New Orleans, LA 70130
                  Tel: (504) 568-1990
                  Fax: (504) 529-7418
                  E-mail: ccaplinger@lawla.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 Leroy J. Laporte, Jr., authorized
member.


LEAGUE NOW: Incurs $170,000 Net Loss in Second Quarter
------------------------------------------------------
League Now Holdings Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $169,909 on $960,381 of revenue for the three months
ended June 30, 2012, compared with a net loss of $12,500 on $0 of
revenue for the same period a year ago.

The Company reported a net loss of $209,797 on $1.90 million of
revenue for the six months ended June 30, 2012, compared with a
net loss of $12,500 on $0 of revenue for the same period during
the prior year.

The Company's balance sheet at June 30, 2012, showed $1.53 million
in total assets, $1.69 million in total liabilities, and a
$155,222 total stockholders' deficiency.

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

                        http://is.gd/oSH5ey

                         About League Now

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

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


LEHMAN BROTHERS: Spends & Makes Money on Remaining Real Estate
--------------------------------------------------------------
Oshrat Carmiel at Bloomberg News reported that four years after
filing the largest bankruptcy in U.S. history, Lehman Brothers
Holdings Inc. is still in the property business, wagering it can
recover about $12.9 billion from mortgages and assets around the
globe.

Its $3 billion purchase this year of the remaining 53% of
apartment owner Archstone Inc. made it the biggest buyer of U.S.
commercial property by value in the last 12 months, according to
research firm Real Capital Analytics Inc., the report relates.

According to the report, Lehman has invested $5 billion in real
estate since its demise, acquiring loans and buying out joint
venture partners.  Instead of selling to vulture investors, it's
waiting for opportune times to unload properties as the commercial
and residential markets recover.  The company last week moved to
take Archstone public to capitalize on soaring demand for rentals.

"The entire strategy was 'don't put yourself in a position of
having to sell,'" said Jeffrey Fitts, Lehman's New York- based
head of real estate and a managing director at Alvarez & Marsal,
the advisory firm managing the liquidation. "If you're selling
with a gun to your head and people know it, you're dead and you
will leave hundreds of millions of dollars on the table."

According to the report, Lehman aims to raise $53 billion through
2016, to pay creditors an average of 18 cents on the dollar on
about $300 billion of claims.  The company made its first payment
of $22.5 billion in April, about 53% more than it previously
estimated was possible, after exiting court protection.

                       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.


LIFECARE HOLDINGS: Incurs $5.3 Million Net Loss in 2nd Quarter
--------------------------------------------------------------
Lifecare Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $5.31 million on $120.98 million of net patient
service revenue for the three months ended June 30, 2012, compared
with a net loss of $4.63 million on $95.99 million of net patient
service revenue for the same period during the prior year.

The Company reported a net loss of $9.90 million on
$247.39 million of net patient service revenue for the six months
ended June 30, 2012, compared with a net loss of $8.23 million on
$190.91 million of net patient service revenue for the same period
a year ago.

The Company reported a net loss of $34.83 million in 2011,
compared with net income of $2.63 million on $358.25 million in
2010.

The Company's balance sheet at June 30, 2012, showed
$510.03 million in total assets, $566.26 million in total
liabilities, and a $56.22 million total stockholders' deficit.

                        Bankruptcy Warning

"We are continuing to work with our financial advisor and lenders
under our senior secured credit facility and senior subordinated
notes to develop a comprehensive strategy that will allow us to
refinance or restructure our existing capital structure prior to
the acceleration of any indebtedness," the Company said in its
quarterly report for the period ended June 30, 2012.  "There can
be no assurance, however, that any of these efforts will prove
successful or be on economically reasonable terms.  In the event
of a failure to obtain necessary waivers or forbearance agreements
or otherwise achieve a restructuring of our financial obligations,
we may be forced to seek reorganization under Chapter 11 of the
United States Bankruptcy Code."

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

                        http://is.gd/lpgjXQ

                      About LifeCare Holdings

Plano, Tex.-based LifeCare Holdings, Inc. --
http://www.lifecare-hospitals.com/-- operates 19 hospitals
located in nine states, consisting of eight "hospital within a
hospital" facilities (27% of beds) and 11 freestanding facilities
(73% of beds).  Through these 19 long-term acute care hospitals,
the Company operates a total of 1,057 licensed beds and employ
approximately 3,200 people, the majority of whom are registered or
licensed nurses and respiratory therapists.  Additionally, the
Company holds a 50% investment in a joint venture for a 51-bed
LTAC hospital located in Muskegon, Michigan.

                          *     *     *

LifeCare Holdings carries "Caa1" corporate family and probability
of default ratings, with negative outlook, from Moody's Investors
Service and a 'CCC-' corporate credit rating, with negative
outlook from Standard & Poor's Ratings Services.

In November 2010, Standard & Poor's Ratings lowered its corporate
credit rating on LifeCare Holdings to 'CCC-' from 'CCC+'.  "The
downgrade reflects the imminent difficulty the company may
have in meeting its bank covenant requirements and the risk of it
successfully refinancing significant debt maturing in 2011 and
2012," said Standard & Poor's credit analyst David Peknay.  The
likelihood of a debt covenant violation is heightened by the
company's lack of appreciable operating improvement coupled with a
large upcoming tightening of is debt covenant in the first quarter
of 2011.  Additional equity by the company's financial sponsor may
be necessary to avoid a covenant violation.  Accordingly, S&P
believes the chances of bankruptcy have increased.

As reported by the TCR on May 26, 2011, Standard & Poor's Rating
Services affirmed its 'CCC-' corporate credit rating and its
senior subordinated debt rating on Plano, Texas-based LifeCare
Holdings Inc.  "The low-speculative-grade rating on LifeCare
reflects its narrow focus in a competitive business heavily
reliant on uncertain Medicare reimbursement," said Standard &
Poor's credit analyst David Peknay, "and its highly leveraged
financial risk profile highlighted by very weak cash flow
protection measures, slim liquidity, and very high debt level."

In the June 6, 2012, edition of the TCR, Moody's downgraded
LifeCare Holdings, Inc.'s corporate family rating to Caa3 and
probability of default rating to Ca.  The downgrade of the
corporate family rating to Caa3 reflects heightened refinancing
risk, an untenable capital structure, and interest burden that is
not covered by cash flows generated from the company's ongoing
operations. Moody's believes LifeCare will need to address its
entire capital structure in the next twelve months which is
reflected in the Ca probability of default rating.


LINWOOD FURNITURE: Bankruptcy Administrator Seeks Case Conversion
-----------------------------------------------------------------
A U.S. Bankruptcy Court administrator has filed a motion seeking
conversion of Linwood Furniture LLC's Chapter 11 case into a
Chapter 7 liquidation.

Richard Craver at the Winston-Salem Journal reports that Judge
Catharine Aron has set a hearing for 2 p.m. Sept. 5 at the court
in Winston-Salem.

In court documents, Furniture Today relates, the bankruptcy court
administrator said it is seeking to convert the case due to
continuing losses to the estate, failure to file monthly reports
and failure to pay second quarter Chapter 11 fees.

According to the Winston-Salem Journal, Michael West said Linwood
"is not in a position to continue operations and is not conducting
any ongoing business.  The conversion of this case is in the best
interests of creditors and the estate."  Mr. West said it's not in
the best interest of creditors or the bankruptcy estate to allow
Linwood to continue to lose money. He also cited the company's
"failure to provide financial information to the bankruptcy
administrator and failure to pay the Chapter 11 fees for the
second quarter."

The Winston-Salem Journal reports that Linwood said it expects to
run out of operational money this month and could be forced to
shut down without a new owner and additional capital.  Its
struggles have been compounded by delays in receiving materials,
which have led to delays in completing a large backlog of orders.

The report notes a bankruptcy auction, with a minimum qualifying
bid of $2.57 million, had been scheduled for Aug. 9.  However, the
auction did not take place because the company did not receive any
qualifying bids for its assets by the Aug. 6 deadline.

According to Furniture Today, Linwood officials reported last
month that it had interest from several prospective buyers.  But
on August 9, the company withdrew the motion to sell its assets
and said that no bids were received by the deadline.

Based in Linwood, North Carolina, Linwood Furniture LLC
manufactures furniture for Bob Timberlake collections and others.
The Company filed for Chapter 11 protection (Bankr. M.D.N.C. Case
No. 12-50319) on March 5, 2012.  Judge Catharine R. Aron presides
over the case.  John Paul H. Cournoyer, Esq., and John A. Northen,
Esq., at Northen Blue LLP, represent the Debtor.  The Debtor
disclosed assets of $3,655,896, and liabilities of $6,894,292.


LIVE NATION: Moody's Rates $100MM Senior Secured Term Loan 'Ba2'
----------------------------------------------------------------
Moody's Investors Service rated Live Nation Entertainment, Inc.'s
(Live Nation) new $100 million senior secured term loan Ba2 and
its new $225 million senior unsecured notes B3. At the same time,
the company's B1 corporate family and probability of default
ratings (CFR and PDR respectively) were affirmed along with
ratings for individual instruments (see listing below). As well,
the company's speculative grade liquidity rating remains unchanged
at SGL-2 (good liquidity) and the ratings outlook remains stable.

Since the $325 million aggregate of new debt instruments will be
used to repay the company's approximately $300 million 10.75% due
2016 (issued in the name of TicketMaster; presuming their
repayment, applicable ratings will be withdrawn in due course),
total debt is substantially unchanged and the transaction is
neutral to Live Nation's credit profile. As well, while the
transaction increases the relative proportion of senior secured to
senior unsecured debt, the ratio is within the tolerance of
Moody's loss given default methodology and all instrument ratings
remain unchanged. It is noted, however, that Live Nation has no
additional flexibility to increase the relative proportion of
senior secured debt (or, equivalently, to decrease the proportion
of senior unsecured debt) without causing an instrument rating
downgrade.

The following summarizes the actions and Live Nation's ratings:

Issuer: Live Nation Entertainment, Inc.:

Assignments:

Guaranteed Senior Secured Credit Facility: Rated Ba2 (LGD2, 29%)

Guaranteed Senior Unsecured Notes: Rated B3 (LGD5, 79%)

Affirmations:

Corporate Family Rating: Affirmed at B1

Probability of Default Rating: Affirmed at B1

Speculative Grade Liquidity Rating: Affirmed at SGL-2

Outlook: Affirmed at Stable

Guaranteed Senior Secured Credit Facility: Affirmed at Ba2 (LGD2,
29%)

Guaranteed Senior Unsecured Notes: Affirmed at B3 with the LGD
assessment revised to (LGD5, 79%) from (LGD5, 78%)

RATINGS RATIONALE

Live Nation's B1 corporate family and probability of default
ratings (CFR and PDR respectively) are influenced primarily by
limited free cash flow generation and poor coverage metrics. As
well, with organic growth constrained by the maturity of core
ticketing and concert promotion activities, ongoing credit metrics
are unlikely to improve. In addition, management has a track
record of using acquisitions to manufacture growth and of also
using debt (or, equivalently, eschewing debt reduction) to provide
acquisition funding. This adds to ongoing pressure on credit
metrics, many of which are weak for a B1-rated services company.
The ratings are supported by Live Nation's leading position in the
live entertainment industry with a multi-faceted revenue stream
derived from ticketing, concert promotion (based on a significant
roster of well-recognized performing artists), venue operation,
and artist management (through its ownership of Front Line
Management Group, Inc.).

Rating Outlook

While Live Nation is somewhat weakly positioned at the B1 rating
level, the outlook is stable. In turn, this is a consequence of
the company's leading position in its relevant markets and its
ability to be cash flow positive.

What Could Change the Rating - Up

Until Live Nation demonstrates the ability and the willingness to
de-lever (via, respectively, significant free cash flow expansion
and debt repayment), upwards rating migration is unlikely.
Quantitatively, the ability to de-lever would be evidenced if
(Retained Cash Flow - Capital Expenditures) to Debt expanded
towards 10% while (EBITDA-Capital Expenditures)/Interest Expense
expanded towards 3x (in both cases, on a sustainable basis and
measured inclusive of Moody's standard adjustments). Favorable
business conditions and a solid liquidity position would also be
prerequisites of positive ratings or outlook actions.

What Could Change the Rating - Down

Downwards rating pressure could develop if (Retained Cash Flow -
Capital Expenditures) to Debt remained at or below approximately
5% while (EBITDA-Capital Expenditures)/Interest Expense remained
was less than 2x (in both cases, on a sustainable basis and
measured inclusive of Moody's standard adjustments). Adverse
developments in the business environment or with liquidity
arrangements could also prompt negative ratings activity.

The principal methodology used in rating Live Nation Entertainment
was Global Business & Consumer Service Industry Rating Methodology
published 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 (and/or) the
Government-Related Issuers methodology published in July 2010.


LIVE NATION: S&P Retains 'BB-' Loan Rating After $100MM Add-on
--------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB-' issue-level
rating and '2' recovery rating on Beverly Hills, Calif.-based Live
Nation Entertainment Inc.'s existing $800 million term loan B due
2016 remain unchanged following the proposed $100 million add-on
term loan. The '2' recovery rating indicates S&P's expectation for
substantial (70%-90%) recovery in the event of a payment default.

"In addition, we assigned our 'B' issue-level rating and '5'
recovery rating to the company's proposed $225 million senior
notes due 2020. The '5' recovery rating indicates our expectation
for modest (10%-30%) recovery in the event for a payment default.
We expect the company to use proceeds from incremental term loan
and the notes to repay its $304 million of outstanding 10.75%
senior notes due 2016. As a result of the proposed transaction, we
estimate the company to save roughly $11 million in annual
interest expense, a roughly 9% decline in total interest expense
for the last 12 months ended June 30, 2012. Pro forma lease-
adjusted EBITDA coverage of interest is roughly 2.8x for the 12
months ended June 30, 2012," S&P said.

"The corporate credit rating on Live Nation reflects our
expectation that leverage will remain relatively high, at slightly
over 5x, for the intermediate term, but continue to decline
modestly. We expect the company will modestly benefit from higher
ticket sales and concert attendance in the full year 2012. We
consider the company's business profile 'fair,' based on its
strong position in the live entertainment and ticketing
businesses, notwithstanding low EBITDA margins of the concert
business and increasing ticketing competition," S&P said.

RATINGS LIST

Live Nation Entertainment Inc.
Corporate Credit Rating                  B+/Stable/--
$900 mil term ln B due 2016              BB-
   Recovery Rating                        2

New Ratings

Live Nation Entertainment Inc.
$225 mil senior nts due 2020             B
   Recovery Rating                        5


LPATH INC: Incurs $646,600 Net Loss in Second Quarter
-----------------------------------------------------
Lpath, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $646,649 on $1.32 million of total revenues for the three
months ended June 30, 2012, compared with net income of $1.37
million on $1.54 million of total revenues for the same period
during the prior year.

The Company reported a net loss of $720 on $4.08 million of total
revenues for the six months ended June 30, 2012, compared with a
net loss of $275,776 on $4.31 million of total revenues for the
same period a year ago.

The Company reported a net loss of $3.11 million in 2011, compared
with a net loss of $4.60 million in 2010.

The Company's balance sheet at June 30, 2012, showed $21.03
million in total assets, $14.31 million in total liabilities and
$6.71 million in total stockholders' equity.

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

                        http://is.gd/baUPUb

                         About Lpath, Inc.

San Diego, Calif.-based Lpath, Inc. is a biotechnology company
focused on the discovery and development of lipidomic-based
therapeutics, an emerging field of medical science whereby
bioactive lipids are targeted to treat human diseases.


LSP ENERGY: SMEPA's $285.8MM Bid Wins Auction for Power Plant
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that LSP Energy LP brought in a top bid of $285.876
million at an auction for its 837-megawatt combined-cycle natural
gas-fired electric generating facilities.

According to the report, the winning bidder was South Mississippi
Electric Power Assn., which is already purchasing power from the
plant in Batesville, Mississippi.  There was competitive bidding
at the auction on Aug. 13, according to Sara Peterson, spokeswoman
for South Mississippi Electric.  In an interview, Ms. Peterson
said the acquisition will add to South Mississippi Electric's
existing fleet of 7 plants capable of producing 2,422 megawatts.

The report relates the U.S. Bankruptcy Court in Delaware will hold
a hearing on Sept. 20 for approval of the sale.

                         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.


MACROSOLVE INC: Incurs $779,000 Net Loss in Second Quarter
----------------------------------------------------------
Macrosolve, Inc, filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $779,434 on $572,436 of net revenues for the quarter ended
June 30, 2012, compared with a net loss of $722,717 on $219,431 of
net revenues for the same period a year ago.

"We've just completed our sixth consecutive quarter of revenue
increases, clearly demonstrating that our growth strategy is
working," stated MacroSolve Executive Chairman, Jim McGill.  "With
the sale of Illume Mobile assets, we are focusing on growing our
intellectual property portfolio and license sales.  We have
confidence the next quarter will show strong results due to
intellectual property and a unique investment approach that
mentors budding developers in the world of mobile technology."

The Company reported a net loss of $2.53 million in 2011, compared
with a net loss of $1.92 million during the prior year.

The Company's balance sheet at June 30, 2012, showed $2.20 million
in total assets, $1.37 million in total liabilities and $833,924
in total stockholders' equity.

In its report on the Company's 2011 financial results, Hood Sutton
Robinson & Freeman CPAs, P.C., in Tulsa, Oklahoma, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has suffered recurring losses from operations and has a net
capital deficiency.

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

                       http://is.gd/ICBhyy

                      About MacroSolve, Inc.

Tulsa, Okla.-based MacroSolve, Inc. (OTC BB: MCVE)
-- http://www.macrosolve.com/-- is a technology and services
company that develops mobile solutions for businesses and
government.  A mobile solution is typically the combination of
mobile handheld devices, wireless connectivity, and software that
streamlines business operations resulting in improved efficiencies
and cost savings.


MARCO POLO: Reorganization Approved Without Objection
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Seaarland Shipping Management won the signature of a
New York bankruptcy judge on an Aug. 14 confirmation order
approving the liquidating Chapter 11 plan.

According to the report, there were no objections to plan
approval.  The plan calls for Seaarland to turn the vessels over
to secured lenders who agreed they won't be paid on unsecured
deficiency claims until unsecured creditors have received 5%.  The
primary secured lenders are Royal Bank of Scotland and Credit
Agricole Corporate & Investment Bank.

The report relates it was agreed that the Credit Agricole claim
arising from three vessels wouldn't exceed $93.5 million and that
the RBS claim related to the other three is $124.8 million.  The
disclosure statement contains a projection that unsecured
creditors will recover nothing to 5% on their claims.

                         About Marco Polo

Marco Polo Seatrade B.V. operates an international commercial
vessel management company that specializes in providing
commercial and technical vessel management services to third
parties. Founded in 2005, the Company mainly operates under the
name of Seaarland Shipping Management and maintains corporate
headquarters in Amsterdam, the Netherlands.  The primary assets
consist of six tankers that are regularly employed in
international trade, and call upon ports worldwide.

Marco Polo and three affiliated entities filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-13634) on July 29,
2011.  The other affiliates are Seaarland Shipping Management
B.V.; Magellano Marine C.V.; and Cargoship Maritime B.V.

Marco Polo is the sole owner of Seaarland, which in turn is the
sole owner of Cargoship, and also holds a 5% stake in Magellano.
The remaining 95% stake in Magellano is owned by Amsterdam-based
Poule B.V., while another Amsterdam company, Falm International
Holding B.V. is the sole owner of Marco Polo.  Falm and Poule
didn't file bankruptcy petitions.

The filings were prompted after lender Credit Agricole Corporate
& Investment Bank seized one ship on July 21, 2011, and was on
the cusp of seizing two more on July 29.  The arrest of the
vessel was authorized by the U.K. Admiralty Court.  Credit
Agricole also attached a bank account with almost US$1.8 million
on July 29.  The Chapter 11 filing precluded the seizure of the
two other vessels.  The company started a lawsuit against the two
creditors in January 2012.

The cases are before Judge James M. Peck.  Evan D. Flaschen,
Esq., Robert G. Burns, Esq., and Andrew J. Schoulder, Esq., at
Bracewell & Giuliani LLP, in New York, serve as the Debtors'
bankruptcy counsel.  Kurtzman Carson Consultants LLC serves as
notice and claims agent.

The petition noted that the Debtors' assets and debts are both
more than US$100 million and less than US$500 million.

Tracy Hope Davis, the United States Trustee for Region 2,
appointed three members to serve on the Official Committee of
Unsecured Creditors.  The Committee has retained Blank Rome LLP
as its attorney.

Creditor Credit Agricole Corporate and Investment Bank is
represented by Alfred E. Yudes, Jr., Esq., and Jane Freeberg
Sarma, Esq., at Watson, Farley & Williams (New York) LLP.

Gregory M. Petrick, Esq., Ingrid Bagby, Esq., and Sharon J.
Richardson, Esq., at Cadwalader, Wickersham & Taft LLP, in New
York, represents secured creditor and post-petition lender The
Royal bank of Scotland plc.


MATTESON, IL: Moody's Cuts $27MM G.O Debt Rating to Ba1
-------------------------------------------------------
Moody's Investors Service has downgraded the Village of Matteson's
(IL) outstanding rated general obligation debt to Ba1 from A2,
affecting $28.2 million. Concurrently, Moody's has downgraded the
village's $27.4 million in General Obligation Capital Appreciation
Debt Certificates (Limited Tax) to Ba2 from A3. The outlook has
been revised to negative. The rating distinction between the
village's general obligation unlimited tax bonds and general
obligation debt certificates reflects the weaker security of the
certificates, which do not benefit from a dedicated property tax
levy.

Summary Ratings Rationale

The downgrade reflects the village's challenged local economy and
rapidly deteriorating financial position. The latter includes
ongoing annual operating deficits, an over reliance on inter-fund
transfers, and poorly funded pension liabilities; all of which
reflect a history of weak fiscal policy. The outlook on the
Village of Matteson's credit is negative, reflecting Moody's
belief that the village's liquidity position will continue to
remain under pressure, with extremely narrow financial operations
and a continued reliance on inter-fund borrowings to fund
operations in the absence of a deficit elimination plan. Improving
financial operations and restoring adequate reserves will be
challenging given expenditure pressures and overall weakened
revenues.

Strengths:

- Moderately sized, albeit declining, tax base, benefitting from
   its close proximity to the Chicago (GO rated Aa3/negative
   outlook) metropolitan area

- Above average wealth levels

Challenges:

- Limited revenue raising ability given the lack of home rule
   status, compounded by potential political difficulties in
   increasing revenues, such as property or sales taxes, and/or
   making necessary budgetary cuts

- Ongoing inability to achieve structural balance in the General
   Fund

- Leveraged debt position related to the use of Capital
   Appreciation bonds (CABSs)

- Over-reliance on one-time revenue proceeds and internal
   advances from other funds

- Weak management practices related to overall fiscal management

- Persistent economic pressures , as evidenced by a recent
   decline in full valuation, elevated unemployment rates, and
   continued weakness in economically sensitive sales tax
   revenues, which is the village's largest revenue source

Outlook

The outlook on the Village of Matteson is negative, reflecting
Moody's belief that the village's liquidity position will continue
to remain under pressure as a result of extremely narrow financial
operations and a reliance on inter-fund borrowings to fund
operations. Additionally, the outlook reflects Moody's expectation
that the village will be challenged to improve reserve levels
given rising expenditures and weakened revenues. The negative
outlook further reflects the lack of a definitive and timely
recovery strategy to restore the village's financial position.

WHAT COULD MAKE THE RATING GO UP (Removal of the negative outlook)

- Structurally balanced budgets achieved through financial
   solutions that can carry forward to future fiscal years

- Material operating surpluses that will eliminate the deficit
   General fund balance position

- Demonstrated commitment to make mid-year budget adjustments as
   necessary to achieve structurally balanced operations

WHAT COULD MAKE THE RATING GO DOWN

- Continued operating deficits straining an already extremely
   narrow liquidity position

- Inability or continued unwillingness to implement a deficit
   elimination plan

- Continued erosion of the village's operational liquidity
   leading to heightened cash-flow weakness

The principal methodologies used in this rating were General
Obligation Bonds Issued by U.S. Local Governments published in
October 2009.


MATRIX REAL ESTATE: Co-Owner Seeks to Liquidate Firm
----------------------------------------------------
Will Boye at Charlotte Business Journal reports that a part-owner
of Matrix Real Estate Services has sued the firm and is seeking a
court-ordered liquidation of the company in order to protect his
interests.

According to Business Journal, Brian Hoffman is seeking a
temporary restraining order and an injunction to prevent Matrix
from conducting further business until a receiver has been
appointed to take control of the company.

Business Journal relates that Mr. Hoffman said in his suit he has
a 35% ownership interest in Matrix and was hired by the company's
majority owner, Jim Clements, in 2005 to serve as managing
principal.

Matrix Real Estate Services provides construction-management
services.


MF GLOBAL: Class Plaintiffs to Sue Jointly
------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee liquidating MF Global Inc. won't be
fighting with customers' class-action plaintiffs over who has the
right to sue former Chairman Jon Corzine, the auditors, and other
officers and directors.

According to the report, MF Global trustee James W. Giddens filed
an agreement on Aug. 15 with the bankruptcy court in Manhattan
where he assigned his claims to plaintiffs in the purported class
action suits pending in U.S. District Court in Manhattan on behalf
of customer whose supposedly segregated funds were among the
$1.6 billion that was missing when bankruptcy began.

The report relates that in return, the class plaintiffs agreed
that they will turn all recoveries over to Mr. Giddens for him to
distribute to customers in the bankruptcy court as provided in the
Securities Investor Protection Act.  The plaintiffs' legal
expenses will be paid from lawsuit recoveries before the remainder
goes to Mr. Giddens.

The report notes the agreement allows Mr. Giddens to participate
in the class lawsuits and provide MF Global documents to the
plaintiffs.  He is only giving the class plaintiffs his claims
against Mr. Corzine, other officers and directors, and MF Global's
former auditors.  The agreement, scheduled for approval in
bankruptcy court on Sept. 5, alleviates any dispute over whether
Mr. Giddens or the class plaintiffs had the right to sue.

The report relates the agreement also may prevent the directors
and officers from contending that the so called in pari delicto
defense bars Mr. Giddens from suing.  The in pari delicto defense
has been utilized by defendants in bankruptcies like Bernard L.
Madoff Investment Securities LLC.  The defense has sometimes been
used to bar a bankruptcy trustee from suing, on the theory that
the trustee steps into the shoes of the bankrupt company that
committed fraud and thus is barred from suing someone else
involved in the fraud.

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/--
was one of the world's leading brokers of commodities and listed
derivatives.  MF Global provided access to more than 70 exchanges
around the world.  The firm was also one of 22 primary dealers
authorized to trade U.S. government securities with the Federal
Reserve Bank of New York.  MF Global's roots go back nearly 230
years to a sugar brokerage on the banks of the Thames River in
London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059
and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive
Brokers Group collapsed.

As of Sept. 30, 2011, MF Global had $41,046,594,000 in total
assets and $39,683,915,000 in total liabilities.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

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

An Official Committee of Unsecured Creditors has been appointed in
the case.  The Committee has retained Capstone Advisory Group LLC
as financial advisor.

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

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


MOTORS LIQUIDATION: Has $1 Billion Net Assets in Liquidation
------------------------------------------------------------
Motors Liquidation Company GUC Trust filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing that as of June 30, 2012, it has $1.15 billion in
total assets, $147.26 million in total liabilities and $1 billion
in net assets in liquidation.  A copy of the Form 10-Q is
available for free at http://is.gd/BujfrO

                     About Motors Liquidation

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

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

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


NEW LEAF: Delays Form 10-Q for Second Quarter
---------------------------------------------
New Leaf Brands, Inc., informed the U.S. Securities and Exchange
Commission that it will be late in filing its quarterly report on
Form 10-Q for the period ended June 30, 2012.  The Company said it
requires additional time to complete the review of its financial
statements in order to complete the 10-Q prior to filing.

                           About New Leaf

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

EisnerAmper LLP, in New York City, expressed substantial doubt
about New Leaf's ability to continue as a going concern following
the 2011 financial results.  The independent auditors noted that
the Company has suffered recurring losses from operations, has a
working capital deficiency, was not in compliance with certain
financial covenants related to debt agreements, and has a
significant amount of debt maturing in 2012.

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

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


NEWPAGE CORP: Bankruptcy Judge Orders Mediation for Creditors
-------------------------------------------------------------
Jacqueline Palank at Dow Jones' Daily Bankruptcy Review reports
that a New York bankruptcy judge is being called in to mediate
talks among NewPage Corp. and its creditors in a bid to come up
with a consensual restructuring plan.

                        About NewPage Corp

Headquartered in Miamisburg, Ohio, NewPage Corporation was the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended Dec. 31, 2010.  NewPage owns paper mills
in Kentucky, Maine, Maryland, Michigan, Minnesota, Wisconsin and
Nova Scotia, Canada.

NewPage Group, NewPage Holding, NewPage, and certain of their U.S.
subsidiaries commenced Chapter 11 voluntary cases (Bankr. D. Del.
Case Nos. 11-12804 through 11-12817) on Sept. 7, 2011.  Its
subsidiary, Consolidated Water Power Company, is not a part of the
Chapter 11 proceedings.

Separately, on Sept. 6, 2011, its Canadian subsidiary, NewPage
Port Hawkesbury Corp., brought a motion before the Supreme Court
of Nova Scotia to commence proceedings to seek creditor protection
under the Companies' Creditors Arrangement Act of Canada.  NPPH is
under the jurisdiction of the Canadian court and the court-
appointed Monitor, Ernst & Young in the CCAA Proceedings.

Initial orders were issued by the Supreme Court of Nova Scotia on
Sept. 9, 2011 commencing the CCAA Proceedings and approving a
settlement and transition agreement transferring certain current
assets to NewPage against a settlement payment of $25 million and
in exchange for being relieved of all liability associated with
NPPH.  On Sept. 16, 2011, production ceased at NPPH.

NewPage originally engaged Dewey & LeBoeuf LLP as general
bankruptcy counsel.  In May 2012, Dewey dissolved and commenced
its own Chapter 11 case.  Dewey's restructuring group led by
Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and Philip M.
Abelson, Esq., moved to Proskauer Rose LLP.  In June, NewPage
sought to hire Proskauer as replacement counsel.

NewPage is also represented by Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, as
co-counsel.  Lazard Freres & Co. LLC is the investment banker, and
FTI Consulting Inc. is the financial advisor.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

In its balance sheet, NewPage disclosed $3.4 billion in assets and
$4.2 billion in total liabilities as of June 30, 2011.

The Official Committee of Unsecured Creditors selected Paul
Hastings LLP as its bankruptcy counsel and Young Conaway Stargatt
& Taylor, LLP to act as its Delaware and conflicts counsel.


NEXTWAVE WIRELESS: Incurs $47.8-Mil. Net Loss in Second Quarter
---------------------------------------------------------------
Nextwave Wireless Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $47.79 million for the three months ended June 30, 2012,
compared with a net loss of $65.38 million for the three months
ended July 2, 2011.

The Company reported a net loss of $76.27 million for the six
months ended June 30, 2012, compared with a net loss of $126.39
million for the six months ended July 2, 2011.

The Company's balance sheet at June 30, 2012, showed $451.16
million in total assets, $1.20 billion in total liabilities and a
$754.57 million total stockholders' deficit.

                        Bankruptcy Warning

As of June 30, 2012, the aggregate principal amount of the
Company's secured indebtedness was $1,103.1 million.  This amount
includes the Company's Senior Notes with an aggregate principal
amount of $148.1 million, the Company's Second Lien Notes with an
aggregate principal amount of $207.9 million and the Company's
Third Lien Notes with an aggregate principal amount of $747.1
million.  The Company's current cash reserves are not sufficient
to meet its payment obligations under its secured notes at their
current maturity dates.  Additionally, the Company may not be able
to consummate sales of the Company's 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.  Insufficient capital to repay the
Company's debt at maturity would significantly restrict the
Company's ability to operate and could cause the Company to seek
relief through a filing in the United States Bankruptcy Court.

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

                        http://is.gd/0G4SId

                      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.

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."


NORTH GEORGIA LINEN: Case Summary & 20 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: North Georgia Linen Service, Inc.
        2410 Franklin Boulevard
        Gainesville, GA 30504-5610

Bankruptcy Case No.: 12-22837

Chapter 11 Petition Date: August 14, 2012

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

Debtor's Counsel: Bradley J. Patten, Esq.
                  SMITH, GILLIAM, WILLIAMS AND MILES, P.A.
                  P.O. Box 1098
                  Gainesville, GA 30503
                  Tel: (770) 536-3381
                  E-mail: bpatten@sgwmfirm.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ganb12-22837.pdf

The petition was signed by Kimberly F. Robertson, vice president.


NORTH SCOTTSDALE: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: North Scottsdale Christian
        28700 N. Pima Rd
        Scottsdale, AZ 85266

Bankruptcy Case No.: 12-18232

Chapter 11 Petition Date: August 14, 2012

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

Judge: Randolph J. Haines

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

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

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

A copy of the Company's list of its three largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/azb12-18232.pdf

The petition was signed by David Friend, president.


OCTAVIAR ADMINISTRATION: Chapter 15 Case Summary
------------------------------------------------
Chapter 15 Debtor: Octaviar Administration Pty Ltd.
                   5-7 Hicks Street, Southport
                   Queensland 4215, Australia

Chapter 15 Case No.: 12-13443

Chapter 15 Petition Date: August 13, 2012

Court: Southern District of New York (Manhattan)

Judge: Shelley C. Chapman

About Octaviar: Octaviar Administration provided the treasury
                function for Octaviar Group.  OA was placed into
                liquidation by the Supreme Court of Queensland in
                July 2009.

                Prior to its demise, the Octaviar Group consisted
                of a travel and tourism business, a corporate and
                investment banking business, a funds management
                business, and as structured finance and advisory
                business.  At it height, the Octaviar Group
                consisted of more than 400 companies, employed
                more than 3,000 employees, and had offices in
                Australia, New Zealand and the United Arab
                Emirates.

Chapter 15
Debtor's Counsel: Howard Seife, Esq.
                  CHADBOURNE & PARKE LLP
                  30 Rockefeller Plaza
                  New York, NY 10112
                  Tel: (212) 408-5361
                  Fax: (212) 541-5369
                  E-mail: hseife@chadbourne.com

Estimated Assets: $50,000,001 to $100,000,000

Estimated Debts: More than $100 million

The petition was signed by Katherine Elizabeth Barnet, as a joint
liquidator.


OMEGA NAVIGATION: Hearing on Cash Access Continued Until Sept. 17
-----------------------------------------------------------------
The Hon. Karen K. Brown of the U.S. Bankruptcy Court for the
Southern District of Texas continued until Sept. 17, 2012, at
2 p.m., to consider Baytown Navigation Inc., et al.'s motion to
continue access to cash collateral.

The Debtor has obtained interim access to cash collateral.  As
adequate protection from diminution in value of the lenders'
collateral, the Debtors will:

   -- make adequate protection payments;

   -- grant the lenders adequate protection liens in all of their
      rights, title and interest in their property, and a
      superpriority administrative expense claim status, subject
      to carve out.

   -- provide continued maintenance of, and insurance on, the
      ships and all of their other assets and property, consistent
      with the Debtors' prepetition practices.

As reported in the Troubled Company Reporter on July 19, 2012,
HSH Nordbank AG, as agent, asserts that pursuant to the senior
facilities agreement and the other senior facilities documents,
the Debtors are indebted to the senior facilities lenders in the
principal amount of $242,720,000, plus accrued and accruing
interest and all other amounts.   The junior lenders assert a lien
on inter alia, the ships, all cash collateral and all prepetition
collateral pursuant to a $42,500,000 loan dated March 27, 2008.

                      About Omega Navigation

Athens, Greece-based Omega Navigation Enterprises Inc. and
affiliates, owner and operator of tankers carrying refined
petroleum products, filed for Chapter 11 protection (Bankr. S.D.
Tex. Lead Case No. 11-35926) on July 8, 2011, in Houston, Texas in
the United States.

Omega is an international provider of marine transportation
services focusing on seaborne transportation of refined petroleum
products.  The Debtors disclosed assets of US$527.6 million and
debt totaling US$359.5 million.  Together, the Debtors wholly own
a fleet of eight high-specification product tankers, with each
vessel owned by a separate debtor entity.

Judge Karen K. Brown presides over the case.  Bracewell &
Giuliani LLP serves as counsel to the Debtors.  Jefferies &
Company, Inc., is the financial advisor and investment banker.

The Official Committee of Unsecured Creditors has tapped Winston
& Strawn as local counsel; Jager Smith as lead counsel; and First
International as financial advisor.


OMEGA NAVIGATION: Has Plan Filing Exclusivity Until Oct. 18
-----------------------------------------------------------
Baytown Navigation Inc., et al., entered into a sixth amended
agreed scheduling order on order to show cause and agreed order
extending the exclusive period.

Upon the order to show cause entered by the Court on Dec. 19,
2011, and agreement of the parties:

   1. HSH Nordbank, AG, as senior facilities agent, the senior
      lenders, White & Case LLP, the junior lenders, and the
      Official Committee of Unsecured Creditors will file their
      respective responses and briefs to the show cause order by
      Sept. 17, 2012.

   2. The Debtors may file a response to the briefs on the
      responding parties by Sept. 24.

   3. The responding parties may file any briefs responding to the
      brief of the Debtors by Oct. 1.

   4. The Court will set a hearing on the order to show cause by
      separate order.

   5. The exclusive period of the Debtors to file a plan of
      reorganization is extended until Oct. 18.  If the debtors
      file plans of reorganization by Oct. 18, the Debtors'
      solicitation period is extended until Dec. 18.

                             The Plan

As reported in the Troubled Company Reporter on Aug. 9, 2012,
Bill Rochelle, the bankruptcy columnist at Bloomberg News,
reported that the Debtors filed a proposed reorganization plan
where the current owner will make a new investment and share
ownership with junior secured lenders, if they too make new
contributions.

According to the report, there will be a hearing on Sept. 4 in
U.S. Bankruptcy Court in Houston for approval of the disclosure
statement explaining the Chapter 11 plan.  Omega is tentatively
scheduling an Oct. 15 confirmation hearing for approval of the
plan.

The report relates the plan will be funded in part with a new
investment of about $2.5 million by an entity related to George
Kassiotis, the company's chief executive.  In return, his company
will receive all the new stock.  Junior secured lenders, owed some
$36.2 million, may participate in a rights offering to buy one-
third of the new stock at the same cost per share as Mr.
Kassiotis.  The $242.7 million owed to senior secured lenders will
be rolled over into new secured debt maturing in October 2017.
The lenders must also agree to provide $7.5 million in a new
working capital facility.  General unsecured creditors will
receive 10% in three installments over one year.  Unsecured
creditors must vote in favor of the plan as a class and
individually to receive the payment.  Existing stock will be
extinguished.
A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/OMEGA_NAVIGATION_baytown_ds.pdf

                      About Omega Navigation

Athens, Greece-based Omega Navigation Enterprises Inc. and
affiliates, owner and operator of tankers carrying refined
petroleum products, filed for Chapter 11 protection (Bankr. S.D.
Tex. Lead Case No. 11-35926) on July 8, 2011, in Houston, Texas in
the United States.

Omega is an international provider of marine transportation
services focusing on seaborne transportation of refined petroleum
products.  The Debtors disclosed assets of US$527.6 million and
debt totaling US$359.5 million.  Together, the Debtors wholly own
a fleet of eight high-specification product tankers, with each
vessel owned by a separate debtor entity.

Judge Karen K. Brown presides over the case.  Bracewell &
Giuliani LLP serves as counsel to the Debtors.  Jefferies &
Company, Inc., is the financial advisor and investment banker.

The Official Committee of Unsecured Creditors has tapped Winston
& Strawn as local counsel; Jager Smith as lead counsel; and First
International as financial advisor.


PATRIOT COAL: Moody's Rates $375 Million DIP Term Loan 'B3'
-----------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the $125 million
revolving debtor-in-possession credit facility and a B3 rating to
the $375 million debtor-in-possession term loan, collectively, the
"DIP facilities", of Patriot Coal. The ratings primarily reflect
the collateral coverage available to the DIP lenders and the
structural features of the DIP facility. The facilities have first
and second liens on substantially all assets of the company, a
super priority claim under the Bankruptcy Code, and contain
upstream guarantees from all of Patriot's material domestic
subsidiaries. The bankruptcy court approved the execution of the
DIP facilities in its final debtor-in-possession order on August
3, 2012. The ratings also consider the size of the DIP facilities
as a percentage of pre-petition debt and the nature of the
bankruptcy and reorganization. Patriot and its domestic operating
subsidiaries filed for bankruptcy protection under Chapter 11 on
July 9, 2012.

Ratings assigned to Patriot as Debtor-in-Possession are:

Assignments:

  Issuer: Patriot Coal Corporation (DIP)

    Senior Secured Revolving Bank Credit Facility, Assigned B2

    Senior Secured Term Loan Bank Credit Facility, Assigned B3

Moody's withdrew all previous ratings for Patriot on July 11, 2012
following their Chapter 11 bankruptcy filing.

The rating on the DIP facilities are being assigned on a "point-
in-time" basis and will not be monitored going forward and
therefore no outlook was assigned to the rating.

Proceeds from the term loan and the revolver will be primarily
used to provide for general working capital needs while Patriot is
developing and implementing its plan of reorganization, as well as
to refinance $52 million of letters of credit issued under pre-
petition accounts receivable securitization program and $25
million of borrowings under pre-petition revolver. Patriot also
obtained a roll-up DIP facility (the roll-up facility) of $302
million to refinance $302 million of letters of credit outstanding
under the pre-petition revolver. The roll-up facility is unrated
and is subordinated in payment priority to the DIP facilities.

Ratings Rationale

The B2 rating assigned to the DIP revolver reflects its first
priority lien and first-out position with respect to all accounts
receivables of the company, as well as second-out position with
respect to the DIP term loan collateral. It also reflects
structural protections, which include limiting advances to a
borrowing base. The B3 rating of the DIP term loan reflects its
first priority lien and first-out position with respect to all
remaining collateral, which consists primarily of inventory and
property, plant and equipment, including owned and leased
reserves. Moody's estimates that collateral coverage in the event
of liquidation will be approaching 100% on the revolver. The
collateral coverage on the term loan is more uncertain and would
depend on market conditions at the time of liquidation of the
asset base, among other factors. Moody's estimates that collateral
coverage on the term loan could range from 75% to 200%. The
revolver also benefits from the largely liquid collateral, as
compared to the term loan, which security protections rely
primarily on fixed assets. Both facilities contain upstream
guarantees from all of Patriot's material domestic subsidiaries
and have a strong covenant package, which includes a minimum
EBITDA test, minimum liquidity test, and limitations on capital
disbursements tested at least monthly. That said, Moody's expects
that the headroom under covenants will be tight. The term of the
facilities is limited to fifteen months from closing, which could
be extended to eighteen months under certain circumstances.

Moody's assessed values of receivables based on their reported
book values, discounted by 25%. Moody's considered that Patriot's
receivable pool is well diversified and to a large extent consists
of large industrial customers. In addition, the borrowing base
provides DIP revolver lenders with adequate protections, as it is
determined based on 85% of eligible billed receivables and 75% of
eligible unbilled receivables, net of a carve-out and availability
block of $20 million.

Patriot's inventory consists predominantly of saleable and raw
coal, as well as mining materials and supplies. Based on the
composition of the inventory, Moody's deemed a discount of 50% of
the reported book values as appropriate.

Moody's assessed the value of Patriot's fixed assets, which
consist primarily of approximately 1.9 billion tons of proven and
probable coal reserves, based on their discounted book values,
reserve valuations observed in market transactions, and EBITDA
multiples. The ratings consider complexity and the length of time
that it would take to convert these assets to cash, particularly
considering that majority of Patriot's reserves are held under
coal leases that contain explicit or implied anti-pledge clauses,
which make obtaining a mortgage leasehold to protect DIP creditors
impracticable. DIP facilities contain certain alternative
protections designed to give the lenders rights similar to
leasehold mortgages; however, the need to rely on alternative
mechanisms could make monetizing these assets a more lengthy and
cumbersome process in the event of default. Moody's also notes
that Patriot's assets are concentrated in Central Appalachian
thermal coal, which Moody's considers to be in secular decline,
and that roughly 70% of reserves are attributable to properties
not currently engaged in mining operations. Industry conditions,
extent of capital investment, and permitting process needed to
bring some of these reserves in production could all negatively
affect the valuation of the assets in the event of sale. Moody's
also considered that the value of Patriot's coal reserves and
other fixed assets could fluctuate depending on market conditions,
which Moody's currently considers as unfavorable for both
metallurgical and thermal coals. A distressed sale would even
further depress the value of these assets.

Moody's notes that the size of DIP facilities approximates
Patriot's pre-petition debt, including the revolver, senior
unsecured debt and convertible debt. This is a negative factor for
the ratings, as Moody's considers the burden of debt service on
the company during reorganization to be high.

The ratings are constrained by Patriot's large legacy liability
burden, high cost structure and the structural challenges facing
the US coal industry, all of which will present substantial
challenges during the reorganization process. Patriot's legacy
liabilities include approximately $1.8 billion of other post-
retirement benefits and workers compensation liabilities, as well
as $0.5 billion in asset retirement obligations. The existence of
large, non-debt creditor classes can greatly delay and complicate
the reorganization.

The deterioration in Patriot's financial performance and
subsequent Chapter 11 filing was largely driven by deterioration
in market conditions and challenges facing the US thermal coal
industry, particularly in Central Appalachia, where Patriot's
business is concentrated. An unusually warm winter in the US and
low natural gas prices in 2011-2012 led to a collapse in coal
prices across most coal producing regions and production cuts
across the industry, with utilities decreasing their coal-fired
generation in favor of lower-priced gas. For the longer term,
sustained low natural gas prices, combined with environmental
regulations disadvantaging coal, will slowly erode coal's position
as a raw material for electric generation. Higher-cost Central
Appalachian production is most affected by these market
conditions, and will continue to face secular decline as
production costs continue to rise as a result of difficult geology
and tightening safety standards.

Patriot's reorganization efforts will focus on rejecting
uneconomic contracts, closing unprofitable operations, monetizing
non-strategic assets, increasing focus on metallurgical coal, and
minimizing cash service burden from labor contracts and legacy
liabilities. Moody's believes that the company should be able to
improve their margins through these efforts. That said, structural
decline in the thermal business, combined with continued softness
in metallurgical markets, will present substantial challenges,
while the increasing focus on met business will require
substantial time and capital investment to accomplish.

The principal methodology used in rating Patriot was the Debtor-
In-Possession Lending Industry Methodology published in March
2009.

Based in St. Louis, Missouri, Patriot Coal Corporation is one of
the largest coal producers in the eastern U.S. with approximately
30 million tons of annual coal production and $2.4 billion of
revenues generated in 2011.


PEGASUS RURAL: Has Until Oct. 4 to Propose Chapter 11 Plan
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended,
for the third time, Pegasus Rural Broadband, LLC, et al.'s
exclusive periods to file a proposed reorganization plan and  and
solicit acceptances for that plan until Oct. 4, 2012, and Dec. 3,
2012, respectively.

                   About Pegasus Rural Broadband

Pegasus Rural Broadband, LLC, and its affiliates, including
Xanadoo Holdings Inc., sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 11-11772) on June 10, 2011.

The Debtors are subsidiaries of Xanadoo Company, a 4G wireless
Internet provider.  Xanadoo Co. was not among the Chapter 11
filers.

The subsidiaries sought Chapter 11 protection after they were
unable to restructure $52 million in 12.5% senior secured
promissory notes that matured in May.  The notes are owing to
Beach Point Capital Management LP.

Xanadoo Holdings, through Xanadoo LLC -- XLC -- offers wireless
high-speed broadband service, including digital phone services,
under the Xanadoo brand utilizing licensed frequencies in the 2.5
GHz frequency band.  As of May 31, 2011, XLC served 12,000
subscribers in Texas, Oklahoma and Illinois.  In the summer of
2010, the Debtors closed all of their retail stores and kiosks in
its six operating markets and severed all fulltime sales
personnel.  Since the closings, the Debtors relied one key
retailer in each market to serve as local point of presence to
market customer transactions.

Judge Peter J. Walsh presides over the case.  Rafael Xavier
Zahralddin-Aravena, Esq., Shelley A. Kinsella, Esq., and Jonathan
M. Stemerman, Esq., at Elliott Greenleaf, in Wilmington, Delaware,
serve as counsel to the Debtor.  NHB Advisors Inc. is their
financial advisors.  Epiq Systems, Inc., is the claims and notice
agent.

Xanadoo Holdings, Pegasus Guard Band and Xanadoo Spectrum each
estimated assets of $100 million to $500 million and debts of
$50 million to $100 million.

The Chapter 11 filing followed the maturity in May 2011 of almost
$60 million in secured notes owing to Beach Point Capital
Management LP.

The Court denied a motion by the secured noteholders to dismiss
the Chapter 11 case and appoint a Chapter 11 trustee.

The companies filed a proposed reorganization plan in February
predicting sale of licenses in the 700 megahertz spectrum would
pay all secured and unsecured creditors in full, with interest.
In a separate filing, the companies said the assets will be turned
over to secured lenders if there is neither a lender nor a buyer
to finance a plan.  The plan will be funded either by a new loan
or by selling the business and the assets.


PGI INCORPORATED: Incurs $1.6-Mil. Net Loss in Second Quarter
-------------------------------------------------------------
PGI Incorporated filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.60 million on $7,000 of revenue for the three months ended
June 30, 2012, compared with a net loss of $1.35 million on
$11,000 of revenue for the same period during the prior year.

The Company reported a net loss of $3.08 million on $15,000 of
revenue for the six months ended June 30, 2012, compared with a
net loss of $2.65 million on $37,000 of revenue for the same
period a year ago.

The Company's balance sheet at June 30, 2012, showed $1.40 million
in total assets, $67.95 million in total liabilities and a $66.54
million stockholders' deficiency.

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

                        http://is.gd/qG9YQA

                        About PGI Incorporated

St. Louis, Mo.-based PGI Incorporated, a Florida corporation, was
founded in 1958, and up until the mid 1990's was in the business
of building and selling homes, developing and selling home sites
and selling undeveloped or partially developed tracts of land.
Over approximately the last 15 years, the Company's business focus
and emphasis changed substantially as it concentrated its sales
and marketing efforts almost exclusively on the disposition of its
remaining real estate.  This change was prompted by its continuing
financial difficulties due to the principal and interest owed on
its debt.

Presently, the most valuable remaining asset of the Company is a
parcel of 366 acres located in Hernando County, Florida.  The
Company also owns a number of scattered sites in Charlotte County,
Florida (the "Charlotte Property"), but most of these sites are
subject to easements which markedly reduce their value and/or
consist of wetlands of indeterminate value.  As of Dec. 31, 2011,
the Company also owned six single family lots, located in Citrus
County, Florida.

As of Dec. 31, 2011, the Company had no employees, and all
services provided to the Company are through contract services.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, BKD, LLP, in St.
Louis, Missouri, expressed substantial doubt about PGI
Incorporated's ability to continue as a going concern.  The
independent auditors noted that the Company has a significant
accumulated deficit, and is in default on its primary debt,
certain sinking fund and interest payments on its convertible
subordinated debentures and its convertible debentures.

The Company reported a net loss of $5.48 million on $56,000 of
revenues for 2011, compared with a net loss of $4.93 million on
$46,000 of revenues for 2010.


PITTSBURGH CORNING: Directed to File Amended Plan by Aug. 20
------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of
Pennsylvania, according to Pittsburgh Corning Corporation's case
docket, directed the Debtors to submit amended plan and amended
plan documents by Aug. 20, 2012.

The Court also ordered that objections, if any, to the plan
documents are due Sept. 19.  All plan proponents and supporters
must meet on a date between Sept. 19, and Sept. 26, and confer
with all plan objectors to attempt to resolve all objections.  A
stipulation will be filed on or before Sept. 28, identifying each
resolved objection and any Plan or Plan Document Amendments
related thereof.  Responses to the unresolved objections are due
by Sept. 28.  No replies to responses will be filed.

The Court also said that if the Amended Plan is not filed by
Aug. 20, a rule to show cause hearing is scheduled for Oct. 10, at
1 p.m., to show cause why the case must not be converted or
dismissed.

The Court further ordered that if an Amended Plan and Amended Plan
Documents are filed by Aug. 20, a hearing on Oct. 10, at 1 p.m.
will be a status conference to determine whether an evidentiary
hearing is needed.  If objections are filed, the hearing will be
an argument on the objections.

                              The Plan

As reported in the Troubled Company Reporter on April 25, 2012,
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that the Debtor filed another amendment to its
reorganization plan designed to wrap up a Chapter 11 begun
12 years ago.  The previous effort to confirm a plan came to
naught in June 2011 when the bankruptcy judge, for a second time,
refused to confirm the reorganization plan designed to shed PCC,
Corning and PPG of liability for asbestos claims arising from
PCC's business.

The plan filed on April 20 is intended to remedy defects
identified in the plan by U.S. Bankruptcy Judge Judith K.
Fitzgerald in Pittsburgh.  She refused to approve a prior version
of the plan in 2006.  Last year, she nixed the plan because it
would have barred claims that were independent of PCC's business.
Last year, she also said the plan didn't comply with the so-called
insurance neutrality test because it was ambiguous and might be
interpreted to alter insurance companies' rights to resist payment
of asbestos claims.

Mr. Rochelle notes that last year's plan had been accepted by 99%
of asbestos claimants.  Once confirmed, the plan would enable both
Corning and PPG to shed some liabilities by channeling asbestos
claims into a trust to be funded with contributions by the two
companies and insurance policies. The newest plan, like the prior
version, is supported by the asbestos claimants' committee and the
representative of future claimants.  It would deal with 140,000
claims arising from an asbestos pipe insulation that wasn't
manufactured after 1972.

                       About Pittsburgh Corning

Pittsburgh Corning Corporation filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Pa. Case No. 00-22876) on April 16, 2000,
to address numerous claims alleging personal injury from exposure
to asbestos.  At the time of the bankruptcy filing, there were
about 11,800 claims pending against the Company in state court
lawsuits alleging various theories of liability based on exposure
to Pittsburgh Corning's asbestos products and typically requesting
monetary damages in excess of $1 million per claim.

The Hon. Judith K. Fitzgerald presides over the case.  Reed Smith
LLP serves as counsel and Deloitte & Touche LLP as accountants to
the Debtor.

The United States Trustee appointed a Committee of Unsecured Trade
Creditors on April 28, 2000.  The Bankruptcy Court authorized the
retention of Leech, Tishman, Fuscaldo & Lampl, LLC, as counsel to
the Committee of Unsecured Trade Creditors, and Pascarella &
Wiker, LLP, as financial advisor.

The U.S. Trustee also appointed a Committee of Asbestos Creditors
on April 28, 2000.  The Bankruptcy Court authorized the retention
of these professionals by the Committee of Asbestos Creditors: (i)
Caplin & Drysdale, Chartered as Committee Counsel; (ii) Campbell &
Levine as local counsel; (iii) Anderson Kill & Olick, P.C. as
special insurance counsel; (iv) Legal Analysis Systems, Inc., as
Asbestos-Related Bodily Injury Consultant; (v) defunct firm, L.
Tersigni Consulting, P.C. as financial advisor, and (vi) Professor
Elizabeth Warren, as a consultant to Caplin & Drysdale, Chartered.

On Feb. 16, 2001, the Court approved the appointment of Lawrence
Fitzpatrick as the Future Claimants' Representative.  The
Bankruptcy Court authorized the retention of Meyer, Unkovic &
Scott LLP as his counsel, Young Conaway Stargatt & Taylor, LLP as
his special counsel, and Analysis, Research and Planning
Corporation as his claims consultant.

In 2003, a plan of reorganization was agreed to by various
parties-in-interest, but, on Dec. 21, 2006, the Bankruptcy Court
issued an order denying the confirmation of that plan, citing that
the plan was too broad in addressing independent asbestos claims
that were not associated with Pittsburgh Corning.

On Jan. 29, 2009, an amended plan of reorganization (the Amended
PCC Plan) -- which addressed the issues raised by the Court when
it denied confirmation of the 2003 Plan -- was filed with the
Bankruptcy Court.

As reported by the TCR on April 25, 2012, Pittsburgh Corning
Corp., a joint venture between Corning Inc. and PPG Industries
Inc., filed another amendment to its reorganization plan designed
to wrap up a Chapter 11 begun 12 years ago.  According to the
report, a hearing to consider the new plan is scheduled for
June 21.


PREMIER BANK: To Sell Banks to BancShares via Chapter 11
--------------------------------------------------------
Premier Bank Holding Co., the owner of a six-branch community bank
in Tallahassee, Florida, filed a Chapter 11 petition (Bankr. N.D.
Fla. 12-40550) in its hometown on Aug. 14.

Premier holding company listed assets of $1.4 million and
liabilities of $13.2 million, including $13.2 million in trust-
preferred securities issued between 2004 and 2006.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports the bank holding company sought Chapter 11 to sell the
bank subsidiary for $1.415 million to Home BancShares Inc. based
in Conway, Arkansas.

According to the report, the bank subsidiary, Premier Bank, had
total assets of $282 million as of June 30.  It has less capital
than required and is under threat of being taken over by
regulators, according to a filing in bankruptcy court.

According to Premier, the bank needs $15 million to $20 million in
new capital that will be supplied because Home intends to merger
the bank with its own bank subsidiary.  The sale will be subjected
to the usual court-authorized auction.


PREMIER BANK: Case Summary & 3 Unsecured Creditors
--------------------------------------------------
Debtor: Premier Bank Holding Company
        3110 Capital Circle, NE
        Tallahassee, FL 32308

Bankruptcy Case No.: 12-40550

Chapter 11 Petition Date: August 14, 2012

Court: United States Bankruptcy Court
       Northern District of Florida (Tallahassee)

Judge: Karen K. Specie

About the Debtor: Premier Bank Holding Co., owns a six-branch
                  community bank in Tallahassee, Florida.  The
                  bank holding company sought Chapter 11 to sell
                  the bank subsidiary for $1.415 million to Home
                  BancShares Inc. based in Conway, Arkansas.  The
                  bank subsidiary, Premier Bank, had total assets
                  of $282 million as of June 30.

Debtor's Counsel: Jason B. Burnett, Esq.
                  GRAYROBINSON, P.A.
                  50 North Laura Street
                  Suite 1675
                  Jacksonville, FL 32202
                  Tel: (904) 598-9929
                  Fax: (904) 598-9109
                  E-mail: jburnett@gray-robinson.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 three largest unsecured creditors
is available for free at http://bankrupt.com/misc/flnb12-40550.pdf

The petition was signed by G. Matthew Brown, president and CEO.


PROTEONOMIX INC: To Restate First Quarter Form 10-Q
---------------------------------------------------
The board of directors of Proteonomix, Inc., determined that the
Company's previously issued interim consolidated financial
statement for the three months ended March 31, 2012, should no
longer be relied upon due to an anticipated restatement of the
derivative liability.

The Company intends to amend its quarterly report on Form 10-Q for
the period ended March 31, 2012, as originally filed with the
Securities and Exchange Commission on June 13, 2012, to reflect
the restatement.

The amendment being made to the Form 10-Q for the period ended
March 31, 2012, will result in a restatement of earnings due to
the accounting for the Series A, B, and C warrants issued in
connection with the transaction the Company closed in March 2012.
The accounting treatment for these warrants require the Company to
account for them as liabilities rather than equity, and to adjust
this liability at each reporting date utilizing fair value
accounting.

                         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.


QUANTUM FUEL: G. Samuelsen and J. Lundy Elected to Board
--------------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., held its 2012
annual meeting of stockholders on Aug. 9, 2012.  The Company's
stockholders elected two Class II directors, Dr. G. Scott
Samuelsen and Jonathan Lundy to hold office until the 2015 annual
meeting of stockholders or until his respective successor is duly
elected and qualified.  The Company's stockholders ratified the
appointment of Haskell & White LLP as the Company's independent
registered public accounting firm for the fiscal year ending
Dec. 31, 2012.  The Company's stockholders approved the
compensation of the Company's named executive officers.

                         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.

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.


QUIGLEY CO: Court OKs Plan Outline, Delays Rule on Vote Rigging
---------------------------------------------------------------
Bloomberg News' Tiffany Kary reports that U.S. Bankruptcy Judge
Stuart Bernstein in Manhattan on Aug. 16 approved a sixth amended
version of the disclosure statement explaining Quigley Inc.'s
reorganization plan, allowing Pfizer Inc.'s non-operating unit to
poll creditors.  The judge said the issue of whether Pfizer bought
votes will be addressed later.

Under the draft plan, Pfizer would contribute assets to a trust to
cover claims that Quigley's past products caused asbestos-related
injuries.  According to the report, Judge Bernstein said an issue
that keeps resurfacing -- whether Pfizer's actions are "just
another attempt to buy the vote" of asbestos claimants -- will be
addressed at a trial when Quigley seeks final confirmation of its
plan after a vote.

The report notes asbestos claims against Quigley may total $4.45
billion over 42 years, according to testimony cited by Judge
Bernstein in September 2010, when he denied Quigley's request to
exit bankruptcy under a prior plan.  At the time, the court found
Pfizer's proposed contribution of $216.2 million wasn't enough to
pay asbestos claimants, who may have fared better by suing the
company under civil tort law.  Pfizer has since increased its
contributions, and in March 2011 a committee formed by asbestos
claimants settled with Pfizer and will receive $800 million under
the agreement.

According to the report, the U.S. Trustee, an arm of the Justice
Department that oversees bankruptcies, objected to the current
disclosure statement, which describes how creditors would be
treated.  Concerns raised by Judge Bernstein in his September 2010
ruling still haven't been resolved, Tracy Hope Davis, the acting
trustee, said in court papers.  In that ruling, Judge Bernstein
found Pfizer "wrongly manipulated the voting process to assure
confirmation of the plan, and thereby gain the benefit of the
channeling injunction" by giving some asbestos claimants
incentives to vote in favor of the plan, Mr. Davis said.  The
Trustee also pointed out the current plan still doesn't disclose
whether settlements Pfizer made with asbestos victims are
consistent with historic standards, and why asbestos claimants who
settled their lawsuits against Pfizer before Quigley's bankruptcy
have a right to vote.  It would only give some asbestos claimants
7.5% of what they seek and block them from making future claims
against Pfizer under tort law, where they might get an estimated
23% of what they seek, the U.S. Trustee added.

Quigley filed the sixth version of its plan June 29.

The report also notes Albert Togut, a representative for people
who haven?t yet manifested asbestos-related illnesses but will do
so in the future and bring claims against the trust, said in court
papers that he was still resolving issues with Quigley and Pfizer.

                         About Quigley Co.

Quigley Co. was acquired by Pfizer in 1968 and sold small amounts
of products containing asbestos until the early 1970s.  In
September 2004, Pfizer and Quigley took steps that were intended
to resolve all pending and future claims against the Company and
Quigley in which the claimants allege personal injury from
exposure to Quigley products containing asbestos, silica or mixed
dust. Quigley filed for bankruptcy in 2004 and has a Chapter 11
plan and a settlement with Chrysler.

Quigley filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 04-15739) on Sept. 3, 2004, to implement a
proposed global resolution of all pending and future asbestos-
related personal injury liabilities.

Lawrence V. Gelber, Esq., and Michael L. Cook, Esq., at Schulte
Roth & Zabel LLP, represent the Debtor in its restructuring
efforts.  Elihu Inselbuchm Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it disclosed
$155,187,000 in total assets and $141,933,000 in total debts.

In April 2011, the bankruptcy judge approved a plan-support
agreement with Pfizer and an ad hoc committee representing 30,000
asbestors claimants.

A May 20, 2011 opinion by District Judge Richard Holwell concluded
that Pfizer was directly liable for some asbestos claims arising
from products sold by its now non-operating subsidiary Quigley.


REAL ESTATE ASSOCIATES: Reports $5.7MM Net Income in 2nd Quarter
----------------------------------------------------------------
Real Estate Associates Limited VII filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing net income of $5.71 million on $0 of revenue for the
three months ended June 30, 2012, compared with a net loss of
$212,000 on $0 of revenue for the same period during the prior
year.

The Company reported net income of $5.50 million on $0 of revenue
for the six months ended June 30, 2012, compared with a net loss
of $417,000 on $0 of revenue for the same period a year ago.

The Company's balance sheet at June 30, 2012, showed $1.16 million
in total assets, $15.81 million in total liabilities and a $14.64
million total partners' deficit.

                           Going Concern

The Partnership continues to generate recurring operating losses.
In addition, the Partnership is in default on notes payable and
related accrued interest payable that matured between December
1999 and January 2012.

Four of the Partnership's five remaining investments involved
purchases of partnership interests from partners who subsequently
withdrew from the operating partnership.  As of June 30, 2012, and
Dec. 31, 2011, the Partnership is obligated for non-recourse notes
payable of approximately $4,463,000 and $6,070,000, respectively,
to the sellers of the partnership interests, bearing interest at
9.5 to 10 percent.  Total outstanding accrued interest is
approximately $11,323,000 and $15,215,000 at June 30, 2012, and
Dec. 31, 2011, respectively.  These obligations and the related
interest are collateralized by the Partnership's investment in the
local limited partnerships and are payable only out of cash
distributions from the Local Limited Partnerships.  Unpaid
interest was due at maturity of the notes.  All of the notes
payable have matured and remain unpaid at June 30, 2012.

No payments were made on the notes payable during the six months
ended June 30, 2012 or 2011.  As a result, there is substantial
doubt about the Partnership's ability to continue as a going
concern.

After auditing the 2011 resullts, Ernst & Young LLP, in
Greenville, South Carolina, expressed substantial doubt about the
Partnership's ability to continue as a going concern.  The
independent auditors noted that the Partnership continues to
generate recurring operating losses.  In addition, notes payable
and related accrued interest totalling $16.2 million are in
default due to non-payment.

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

                        http://is.gd/KPjr9l

                    About Real Estate Associates

Real Estate Associates Limited VII is a limited partnership which
was formed under the laws of the State of California on May 24,
1983.  On February 1, 1984, the Partnership offered 2,600 units
consisting of 5,200 limited partnership interests and warrants to
purchase a maximum of 10,400 additional limited partnership
interests through a public offering managed by E.F. Hutton Inc.
The Partnership received $39,000,000 in subscriptions for units of
limited partnership interests (at $5,000 per unit) during the
period from March 7, 1984 to June 11, 1985.

The Partnership will be dissolved only upon the expiration of 50
complete calendar years -- December 31, 2033 -- from the date of
the formation of the Partnership or the occurrence of various
other events as specified in the Partnership agreement.  The
principal business of the Partnership is to invest, directly or
indirectly, in other limited partnerships which own or lease and
operate Federal, state and local government-assisted housing
projects.

The general partners of the Partnership are National Partnership
Investments Corp., a California Corporation, and National
Partnership Investments Associates II.  The business of the
Partnership is conducted primarily by NAPICO, a subsidiary of
Apartment Investment and Management Company, a publicly traded
real estate investment trust.

The Partnership holds limited partnership interests in 11 local
limited partnerships as of both March 31, 2010, and December 31,
2009.  The Partnership also holds a general partner interest in
Real Estate Associates IV, which, in turn, holds limited
partnership interests in nine additional Local Limited
Partnerships; therefore, the Partnership holds interests, either
directly or indirectly through REA IV, in twenty (20) Local
Limited Partnerships.  The general partner of REA IV is NAPICO.
The Local Limited Partnerships own residential low income rental
projects consisting of 1,387 apartment units at both March 31,
2010, and December 31, 2009.  The mortgage loans of these projects
are payable to or insured by various governmental agencies.

The Partnership reported a net loss of $861,000 on $0 of revenue
in 2011, compared with net income of $171,000 on $0 of revenue in
2010.


REFLECT SCIENTIFIC: Incurs $213,000 Net Loss in Second Quarter
--------------------------------------------------------------
Reflect Scientific, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $213,005 on $357,697 of revenue for the three months
ended June 30, 2012, compared with a net loss of $390,556 on
$493,830 of revenue for the same period during the prior year.

The Company reported a net loss of $472,299 on $682,714 of revenue
for the six months ended June 30, 2012, compared with a net loss
of $582,788 on $1.08 million of revenue for the same period a year
ago.

The Company reported a net loss of $1.18 million in 2011,
compared with a net loss of $1.77 million in 2010.

The Company's balance sheet at June 30, 2012, showed $3.89 million
in total assets, $4.72 million in total liabilities and a $829,982
total stockholders' deficit.

The Company is currently in default on its issued and outstanding
debentures.  While the Company is working diligently to secure
funding to enable it to retire the debenture obligations, there
can be no assurance that such funding will be available.  The
Company has also accumulated significant operating losses.

After auditing the 2011 results, Mantyla McReynolds, LLC, in Salt
Lake City, Utah, 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 from
operations and negative working capital.

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

                        http://is.gd/jhM4Wj

                      About Reflect Scientific

Orem, Utah-based Reflect Scientific, Inc., is engaged in the
manufacture and distribution of innovative products targeted at
the life science market.  Customers include hospitals and
diagnostic laboratories, pharmaceutical and biotech companies,
universities, government and private sector research facilities,
and chemical and industrial companies.


REGENCY CENTERS: Fitch Rates $75MM Preferred Stock 'BB+'
--------------------------------------------------------
Fitch Ratings has assigned a credit rating of 'BB+' to the $75
million 6.00% Series 7 cumulative redeemable preferred stock
issued by Regency Centers Corporation (NYSE: REG).  Net proceeds
from the offering are expected to be used to redeem in full $75
million of Series 5 6.70% preferred stock.

Fitch currently rates Regency Centers Corporation and its
operating partnership as follows:

Regency Centers Corporation

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

Regency Centers, L.P.

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

The Rating Outlook is Stable.

The 'BBB' IDR takes into account leverage and fixed charge
coverage metrics that have stabilized at levels appropriate for
the current rating.  Absent any major deleveraging initiatives,
Fitch expects Regency to maintain credit metrics within a range
appropriate for the 'BBB' IDR.

Pro-rata leverage was 6.4x for the trailing 12 months (TTM) ended
June 30, 2012.  This ratio was also 6.4x at year-end 2011, down
from 6.7x in 2010.  Fitch measures leverage as net debt divided by
recurring operating EBITDA.

In addition, REG's pro-rata fixed-charge coverage ratio was 1.8x
for the TTM ended June 30, 2012, down slightly from 1.9x in both
2011 and 2010.  Fitch defines fixed-charge coverage as recurring
operating EBITDA less straight-line rents, leasing commissions and
tenant and building improvements, divided by total interest
incurred and preferred stock dividends.

Fitch views REG's property portfolio profile, credit statistics,
debt maturities, and liquidity position based on combining its
wholly-owned properties and its pro-rata share of co-investment
partnerships, to analyze the company as if each of the co-
investment partnerships was dissolved via distribution in kind.

Several of REG's co-investment partnerships provide for unilateral
dissolution. Most of these co-investment partnerships provide for
a distribution in kind in the event of a dissolution, whereby REG
and its limited partner unwind the partnership by distributing the
underlying properties (and related property-level debt, if any) to
each partner based on each partner's respective ownership
percentage in the partnership.  Further, the company has supported
its co-investment partnerships in the past by raising common
equity to repay or refinance its share of secured debt,
demonstrating its willingness to de-lever these partnerships.

Fitch views REG's joint venture platform positively as it provides
REG with broader market insights, incremental fee and property
income as well as other acquisition opportunities that REG may not
consider for wholly-owned assets.  Via common equity follow-on
offerings, the company has also reduced leverage in its joint
ventures to levels consistent with leverage on the wholly-owned
consolidated portfolio.

Same-store property performance showed signs of recovery in 2011
and 2012.  Overall leasing spreads were only modestly negative at
0.5% over the TTM ended June 30, 2012 driven by renewal growth of
1.8% mostly offsetting a negative 7.1% roll down on new leases.
Same-store occupancy increased to 94% as of June 30, 2012, up
180bps from a year earlier.  Same-store NOI for the first six
months of 2012 has increased by 3.7% including termination fees
and 3.8% without including termination fees.

Fitch expects that same-store property NOI will grow in the low
single digits in 2012, 2013 and 2014.  This modest growth is the
result of expected improvements in renewal and new lease rates and
occupancy.

REG's community and neighborhood shopping center portfolio
reflects moderate geographic and anchor tenant concentrations.
60% of REG's annualized base rent is derived from properties
located within the states of California, Florida, Texas, and
Virginia.  The company's lease expiration schedule is manageable,
with no year representing more than 13% of expiring pro-rata
minimum base rent.

Although REG's five largest tenants by annual base rents (ABR)
represent in aggregate nearly 15.9% of total ABR, this tenant
concentration is offset by the fact that Fitch rates some of REG's
top tenants as investment grade.  The company's five largest
tenants are Publix Super Markets Inc. (4.4%), The Kroger Co.
(4.1%, IDR of 'BBB' by Fitch with a Stable Outlook), Safeway Inc.
(3.6%, IDR of 'BBB-' by Fitch with a Stable Outlook), Supervalu
Inc. (2.2%, IDR of 'CCC' by Fitch), and Whole Foods (1.6%).

REG has established itself as a developer with a national
platform, and the company's development activities contain certain
inherent risks.  However, the company has de-risked its
development strategy since the downturn.  REG's net cost of
properties in development totaled less than 6% of its gross
undepreciated assets as of June 30, 2012, which is down
significantly from 11% and 23% as of year-end 2009 and 2010,
respectively.  Net cost to complete represented 2.8% of total
undepreciated assets as of June 30, 2012 and has been low over the
past two and a half years.

REG has a manageable debt maturity schedule, with no year
accounting for more than 23% of total maturing debt.  This
laddering enhances the company's liquidity profile.

For the period from July 1, 2012 to Dec. 31, 2014, REG's sources
of liquidity (cash, availability under its unsecured revolving
credit facility and projected retained cash flows from operating
activities after dividends) exceed uses of liquidity (pro-rata
debt maturities and amortization and projected capital
expenditures and development) by 1.2x.  Under a scenario whereby
80% of REG's pro-rata secured debt is refinanced with new secured
debt, liquidity coverage improves to 1.4x.  The company has
demonstrated strong access to the common equity, unsecured and
secured debt and preferred stock markets, mitigating near-term
refinance risk.

In addition, the company has good contingent liquidity in the form
of a sizeable unencumbered asset pool.  Using an 8% capitalization
rate, the implied value of unencumbered assets covered net
unsecured debt by 2.3x as of Dec. 31, 2011, which is adequate for
the 'BBB' rating, and the company's unsecured debt covenants do
not restrict REG's financial flexibility.

The two notch differential between REG's IDR and its preferred
stock rating is consistent with Fitch's criteria for corporate
entities with a 'BBB' IDR. Based on Fitch's criteria report,
'Treatment and Notching of Hybrids in Nonfinancial Corporate and
REIT Credit Analysis' dated Dec. 15, 2011, the company's
cumulative redeemable preferred stock is deeply subordinated and
has loss absorption elements that would likely result in poor
recoveries in the event of a corporate default.

The Stable Outlook is based on mildly strengthening retail
fundamentals, Fitch's expectation that leverage and coverage will
remain relatively unchanged or improve modestly compared with
current levels and that REG will maintain adequate liquidity.

The following factors may have a positive impact on REG's ratings
and/or Outlook:

  -- Fitch's expectation of total pro-rata leverage sustaining
     below 5.5x for several quarters (pro-rata leverage was 6.4x
     as of June 30, 2012);
  -- Fitch's expectation of fixed-charge coverage sustaining
     above 2.3x for several quarters (pro-rata coverage was 1.8x
     for the year ended June 30, 2012).

The following factors may have a negative impact on REG's ratings
and/or Outlook:

  -- Fitch's expectation of leverage sustaining above 7.0x for
     several quarters;
  -- Fitch's expectation of fixed-charge coverage sustaining
     below 1.8x for several quarters;
  -- A liquidity shortfall (REG had a base case liquidity
     coverage ratio of 1.2x as of June 30, 2012).


RESIDENTIAL CAPITAL: Examiner Wants to Issue Subpoenas
------------------------------------------------------
Arthur J. Gonzalez, the Court-appointed Examiner, seeks authority
from Judge Martin Glenn of the U.S. Bankruptcy Court for the
Southern District of New York to issue subpoenas for the
production of documents and the examination of persons and
entitled determined to have information relevant to the issues
the Court has, and may, direct the Examiner to investigate.

The Examiner also seeks Court's authority to establish procedures
governing responses to those subpoenas; to establish a central
document depository and procedures to govern its use.  The
Examiner also asks the Court to issue a uniform protective order
for Examiner discovery.

The Examiner says in court papers that the Document Depository
has been requested by both the Debtors and the Official Committee
of Unsecured Creditors.  The Depository, the Examiner notes, will
facilitate sharing of evidence relevant to the investigation in a
cost- and time-efficient manner, expediting the investigation
itself as well as potential discovery activity that may be
relevant to future proceedings in the Chapter 11 cases.

Under the proposed procedures, witnesses are required to produce
documents, on a rolling basis, within 10 days of service of the
Examiner's subpoena, or file objections to the subpoenas.  If a
witness withholds any documents based on a claim of privilege,
the witness must provide the Examiner with a privilege log
containing the information required under Rule 7026 of the
Federal Rules of Bankruptcy Procedure within 10 days of the
service of a subpoena.

                         Cerberus Objects

Cerberus Capital Management, L.P., tells the Court that it does
not dispute the Examiner's need for access to an array of
information from various parties -- including certain categories
of information that may be highly sensitive, non-public and/or
proprietary -- in order to conduct his Investigation.  Nor does
Cerberus object generally to the establishment of a document
depository, or to the entry of a uniform protective order.

Cerberus relates that it has previously advised the Examiner's
counsel that certain provisions in the Examiner's Proposed Orders
will likely lead to parties being less willing to voluntarily
cooperate with the Investigation, and otherwise trigger an
avalanche of time-consuming and costly litigation, as they do not
(a) adequately protect large swaths of confidential information
likely to be produced in connection with the Investigation, (b)
appropriately tailor the proposed list of parties that will be
given access to the document depository, or (c) meaningfully
restrict the use of the information sought to be produced.

Accordingly, Cerberus objects, on a limited basis, to the
Examiner's Proposed Orders and suggests certain revisions thereto,
in order to further the Examiner's stated goals of promoting
voluntary cooperation with the Investigation and reasonably
enhancing time and cost efficiencies in the Chapter 11 Cases.

Residential Capital, LLC, which is the parent company of each of
the other debtors, is a subsidiary of Ally Financial Inc.,
formerly known as GMAC LLC.  Since late 2008 and the Troubled
Asset Relief Program, Ally has been owned by the U.S. Department
of the Treasury; affiliates of Cerberus Capital Management, L.P.;
affiliates of General Motors Company; and other investors.  Prior
to that time, Ally was owned 51 % by a consortium of investors
led by Cerberus and 49% by General Motors Corporation.

                     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: Wants Until Dec. 10 to Remove Actions
----------------------------------------------------------
Residential Capital LLC and its affiliates ask the Court for an
order, pursuant to 28 U.S.C. Sec. 1452 and Fed.R.Bankr.P. 9006(b)
and 9027, granting a 120-day extension of the 90-day time period
promulgated by Bankruptcy Rule 9027(a)(2)(A), within which the
Debtors are permitted to file notices of removal of civil actions
to the later of (a) Dec. 10, 2012, or (b) should the Court enter
an order terminating the automatic stay as to a particular Civil
Action, for that Civil Action, 30 days after the entry of the
order terminating the automatic stay, without prejudice to the
Debtors to seek further extensions.

The Debtors tell the Court that they had little time to analyze
the merits of the civil actions and the desirability of removing
them to the appropriate bankruptcy court.  The Debtors are
continuing to review their files and records and analyze relevant
court documents to determine whether their estates would benefit
from the removal of any of the civil actions.

Extending the Debtors' period to file notices of removal will
provide them with adequate time to conduct the review and to
evaluate the pending litigation matters within the larger context
of the Chapter 11 cases.

                     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: Proposes Sale Protocol for De Minimis Assets
-----------------------------------------------------------------
Residential Capital LLC and its affiliates are charged with
winding down the Chapter 11 cases to maximize the value of the
estates' assets for the benefit of creditors.  As part of that
duty, the Debtors must sell their remaining assets, some of which
will constitute de minimis asset sales, to generate the maximum
recovery.  The Debtors seek the Court's authority to sell the de
minimis assets free and clear of all liens, claims, interests, and
encumbrances.

The Debtors also seek to sell the de minimis assets pursuant to
certain procedures to alleviate the cost and delay of having to
file a separate motion with respect to each proposed sale of de
minimis assets.  The proposed De Minimis Sale Procedures will
apply only to asset sales in any individual transaction or series
of related transactions to a single buyer or group of related
buyers involving, in each case, an aggregate selling price of
$15 million or less, as measured by the amount of cash and other
consideration the Debtors are to receive in respect of the sale
of those assets.

For assets sold in any individual transaction or series of
related transactions to a single buyer or group of related buyers
for total consideration of less than or equal to $2.5 million,
the Debtors will file a notice of the sale with the Court and
notice parties, which include the U.S. Trustee, the Official
Committee of Unsecured Creditors, Ally Financial, Inc., Barclays
Bank, PLC, the Ad Hoc Group of Junior Secured Noteholders, the Ad
Hoc Group of Junior Secured Noteholders, U.S. Bank, N.A., as
Trustee for the Junior Secured Notes, and any other known parties
holding or asserting liens, claims, interests and encumbrances on
the assets that are the subject of the proposed Limited Noticed
De Minimis Sale and, if known, their respective counsel.

For assets sold any individual transaction or series of related
transactions to a single buyer or group of related buyers for
total consideration of more than $2.5 million but less than $15
million, the Debtors will file a notice of the sale with the
Court and the notice parties.  For these de minimis asset sales,
interested parties will have (i) five business days from service
of the Sale Notice to file and serve any objections to a Limited
Notice De Minimis Sale and (ii) 10 business days from service of
the Sale Notice to file and serve any objections to a Noticed De
Minimis Sale.

The Debtors tell the Court that they will not consummate any De
Minimis Sales pursuant to the De Minimis Sale Procedures to AFI
or its affiliates.

The Debtors also seek Court authority to pay reasonable
commissions and fees to third-party sales agents in connection
with the de minimis asset sales.

                     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: Examiner Proposes Mesirow as Advisor
---------------------------------------------------------
Arthur Gonzalez, the court-appointed examiner, seeks the Court's
authority to hire Mesirow Financial Consulting LLC.

Mesirow Financial will provide financial advisory services and
will assist the Examiner in conducting an investigation into the
transactions entered into by Residential Capital LLC prior to its
bankruptcy filing.

Mr. Gonzalez previously obtained approval to investigate all pre-
bankruptcy transactions among Residential Capital, Ally Financial
Inc. and its affiliates.  He will also investigate the companies'
corporate relationships in connection with Residential Capital's
decisions to file for bankruptcy protection and pursue a sale of
its assets.

Mesirow Financial will be paid on an hourly basis for its
services and will be reimbursed of its expenses.  The firm's
hourly rates are:

   Professionals                     Hourly Rates
   -------------                     ------------
   CEO/Sr. Managing Director/          $855-$895
    Managing Director/Director
   Senior Vice-President               $695-$755
   Vice-President                      $595-$655
   Senior Associate                    $495-$555
   Associate                           $315-$425
   Paraprofessional                    $160-$250

Mesirow Financial does not hold or represent interest adverse to
the estates of Mesirow Financial and its affiliated debtors,
according to a declaration by Ralph Tuliano, the firm's chief
executive.

A court hearing to consider the firm's employment is scheduled
for August 29.  Objections are due by August 22.

                     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: Examiner Wins OK for Chadbourne as Counsel
---------------------------------------------------------------
Arthur Gonzalez, the court-appointed examiner, obtained court
approval to employ Chadbourne & Parke LLP as his counsel.

The firm will be paid at these hourly rates: partner at $675 to
995, counsel at $625 to $845, associate at $395 to $665 and
paraprofessional at $205 to $320.

Howard Seife, Esq., a member of Chadbourne & Parke LLP, in New
York, assures the Court that his firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code
and does not represent any interest adverse to the Debtors and
their estates.

                     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).


RIVER OASIS: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: River Oasis, Inc.
        dba Riverside Oasis Partners, LLC
        P.O. Box 982
        Apalachicola, FL 32320
        Franklin - FL

Bankruptcy Case No.: 12-40551

Chapter 11 Petition Date: August 14, 2012

Court: United States Bankruptcy Court
       Northern District of Florida (Tallahassee)

Debtor's Counsel: Thomas B. Woodward, Esq.
                  P.O. Box 10058
                  Tallahassee, FL 32302
                  Tel: (850) 222-4818
                  Fax: (850) 561-3456
                  E-mail: woodylaw@embarqmail.com

Scheduled Assets: $626,972

Scheduled Liabilities: $817,385

A copy of the Company's list of its six largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/flnb12-40551.pdf

The petition was signed by D. Stan Ward, president.


RITZ CAMERA: Sept. 6 Auction for Non-Core IP Assets
---------------------------------------------------
Ritz Interactive and its parent Ritz Camera & Image, LLC's non-
core IP Assets are being offered in connection with a sale process
under Section 363 of the Bankruptcy Code.

The IP Assets Available in This Sale Include:

* Registered US Trademarks including well-known brands such as
  Boater's World Marine Centers (R), Boatersworld.com (R),
  Captain's Club (R), and Against the Elements (R)

* More than 40 domain names including http://www.boatersworld.com,
  http://www.eangler.com,and http://www.ceilingfansonly.com

* Over 250,000 opt-in customer names and email addresses

On July 30, 2012 the Bankruptcy Court approved Bidding Procedures,
which provide the following timeline:

   Bid Deadline: Aug. 28, 2012, 4:00 p.m. (EST)
   Auction Date: Sep. 6, 2012, 10:00 a.m. (EST)
   Sale Hearing: Sep. 10, 2012, 11:00 a.m. (EST)

Interested bidders should contact Hilco Streambank at 781-444-4940
for more information.

                        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: Carve-Out in DIP Agreement Increased
-------------------------------------------------
Ritz Camera & Image, L.L.C., et al., ask the U.S. Bankruptcy Court
for the District of Delaware for authorization to amend the:

   -- senior secured superpriority debtor-in-possession credit
      agreement; and

   -- guaranty and security agreement with Crystal Financial LLC,
      as agent for lenders.

Among other things, the DIP credit agreement will be modified by
amending the definition of "carve out" by:

   a) deleting the amount of "$25,000" in subsection (iii) thereof
      and replacing it with "$50,000" in lieu thereof; and

   b) deleting the amount of $700,000 in subsection (iii) thereof
      and replacing it with "$800,000" in lieu thereof.

A copy of the amendment is available for free at:

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

As reported in the Troubled Company Reporter on July 19, 2012, the
Delaware bankruptcy judge gave final approval Tuesday to the
Debtor's $20 million debtor-in-possession financing after the
bankrupt retailer and its creditors amended the agreement to
better preserve the administrative solvency of the estate while it
seeks a buyer.

                        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: Winthrop Couchot Approved as California Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Ritz Camera & Image, L.L.C., et al., to employ Winthrop Couchot
professional Corporation as California counsel for debtor-
affiliate Ritz Interactive LLC, nunc pro tunc July 9, 2012.

On Feb. 14, 2012, the Court confirmed RII's plan of reorganization
which became effective on Feb. 21, 2012.  As part of the RII Plan,
RII ceased to exist to RI was formed as a Delaware limited
liability company and became a wholly-owned subsidiary of Ritz
Camera & Image, L.L.C., which is RI's sole member.

Winthrop's proposed engagement by RI does not involve the
representation of the Debtors in conducting their Chapter 11 cases
before the Delaware Court.

To the best of the Debtor's knowledge, Winthrop does not hold or
represent any interest adverse to the Debtor or their estate.

                        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.



This concludes the Troubled Company Reporter's coverage of _____
until facts and circumstances, if any, emerge that demonstrate
financial or operational strain or difficulty at a level
sufficient to warrant renewed coverage.


SCIENTIFIC GAMES: Moody's Affirms Ba3 CFR; Rates Sub. Notes B1
--------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Scientific Games
International's proposed $250 million senior subordinated notes
due 2020. The Ba3 Corporate Family and Probability of Default
ratings of SGI's parent company, Scientific Games Corporation
(SGC) were affirmed. At the same time, Moody's revised SGC's
rating outlook to negative from stable.

Proceeds from the proposed note offering will be used to redeem
all existing $200 million 7.875% senior subordinated notes due
2016, pay related redemption premiums, transaction fees and
expenses and for general corporate purposes. The assigned rating
is subject to Moody's review of final terms and conditions of the
notes offering.

"The change of outlook to negative reflects the slower-than-
expected pace of deleveraging for SGC to maintain its current Ba3
rating," explained Moody's lead analyst, John Zhao. "We believe
SGC's ability to grow earnings in the second half of 2012 and
beyond has become less certain given the economic challenges in
Europe, particularly from Italy and the U.K. -- both countries are
in recession -- and are among the company's most important markets
in terms of EBITDA contribution," added Zhao.

Moody's believes that because of the recent earnings weakness, SGC
may not be able to sustainably reduce adjusted debt to EBITDA to
below 5.5 times on a Moody's adjusted basis (includes the cash
distribution from joint ventures and earnings from acquisitions) -
- the leverage target required for SGC to maintain its Ba3
Corporate Family Rating. Pro forma for the proposed note offering,
SGC's debt/EBITDA is 5.8 times compared to 5.6 times for the
latest 12-month period ended June 30, 2012. Ratings could be
downgraded if the negative earnings pressure persists so that the
company is not able to reduce its debt/EBITDA materially below
5.5x in the next 6-12 months.

To stabilize the rating, SGC would need to show renewed momentum
and steady earnings improvement on a consolidated basis,
demonstrate the success of its cost savings initiatives by
improving profitability, and maintain leverage well below 5.5x.
While unlikely given its negative rating outlook, ratings
improvement is possible if the company demonstrates it can achieve
and sustain debt to EBITDA at or below 3.5 times.

New rating assigned:

  $250-mil. senior subordinated notes due 2020 at B1 (LGD5, 74%)

Ratings affirmed and LGD point of estimate adjusted:

  Corporate Family Rating at Ba3

  Probability of Default Rating at Ba3

  $250 million senior secured revolver expiring 2015 at Ba1 (LGD
  2, 19%)

  $563 million senior secured term loan due 2015 at Ba1 (LGD 2,
  19%)

  $250 million 8.125% senior subordinated notes due 2018 at B1
  (to LGD 5, 74% from LGD 5, 73%)

  $200 million 7.875% senior subordinated notes due 2016 at B1
  (to LGD 5, 74% from LGD 5, 73%)

  $350 million 9.25% senior subordinated notes due 2019 at B1 (to
  LGD 5, 74% from LGD 5, 73%)

Rating Rationale

SGC's Ba3 Corporate Family Rating reflects the recurring nature of
the company's contract-based earnings and cash flow and its
substantial presence in the instant ticket segment of the lottery
industry. SGC supplies instant lottery tickets to 41 of the 44
U.S. jurisdictions that sell instant lottery tickets. Positive
consideration is also given to Moody's expectation that SGC will
continue to extend or renew most of its lottery contracts as they
come up for renewal, and the company's good long term
international growth prospects. Key concerns include Moody's view
that the anemic macro-economic environment may curtail spending on
discretionary purchases such as lottery tickets, on-going capital
investment requirements, and that pricing on new contracts, re-
bids and extensions may decline due to competitive pressure.
Additionally Moody's expects the company's relatively high debt
levels will not decrease meaningfully absent solid earnings growth
in the near term due to capital and investment spending.

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

Scientific Games Corporation is an integrated supplier of instant
tickets, systems, and services to lotteries worldwide. The company
also supplies server based gaming terminals and systems,
interactive betting terminals and systems, and wagering systems
and services to licensed bookmakers. The company generates about
$926 million of annual revenues.


SCIENTIFIC GAMES: S&P Rates New $250MM Sr. Subordinated Notes BB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its issue-level and
recovery ratings to Scientific Games International Inc.'s proposed
$250 million senior subordinated notes due 2020. "The notes were
rated 'BB-' (one notch lower than the 'BB' corporate credit rating
on parent company Scientific Games Corp.) with a recovery rating
of '5', indicating our expectation of modest (10% to 30%) recovery
for lenders in the event of a payment default. Proceeds from the
notes offering will be used to redeem or repurchase the $200
million 7.875% senior subordinated notes (including accrued
interest and the applicable redemption premium), and for general
corporate purposes," S&P said.

"All existing ratings, including the 'BB' corporate credit rating
on Scientific Games Corp., are unchanged. The rating outlook is
stable," S&P said.

"Our 'BB' corporate credit rating on Scientific Games reflects our
assessment of the company's financial risk profile as 'aggressive'
and its business risk profile as 'fair,' according to our
criteria," S&P said.

"Our assessment of its financial risk profile as aggressive
reflects our expectation that our measure of leverage will remain
below 5x over the intermediate term," explained Standard & Poor's
credit analyst Melissa Long. "It also reflects the company's
substantial acquisition activity and investments through joint
ventures, its 'adequate' liquidity profile, and our expectation
for interest coverage to track around 3x over the near term."

"Our rating outlook on Scientific Games is stable, reflecting our
expectation that credit measures will remain at a level we believe
is in line with the current rating. Furthermore, we expect the
company will continue to gradually improve its leverage profile
over the next two years. This should allow Scientific Games to
build in some cushion relative to our 5x maximum leverage
threshold, which would provide it flexibility to make additional
strategic investments without meaningfully impairing its financial
risk profile. For 2012, we have factored into our rating a mid-
single-digit revenue and EBITDA increase. Under our performance
expectations, we expect leverage to be in the high-4x area at the
end of 2012 and EBITDA coverage of interest around 3x," S&P said.

"We could lower our rating if the company does not demonstrate
organic growth in its existing businesses or if the company
embarks on larger-than-expected investments for acquisitions or
other strategic growth opportunities, such that we no longer
believe the company has the ability to maintain leverage below 5x.
A higher rating is unlikely over the next two years, given our
expectation that Scientific Games will pursue investment
opportunities and that leverage will remain in the mid- to high-4x
area, on average," S&P said.


SEJWAD HOTELS: Disclosure Statement Hearing Scheduled for Oct. 18
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
rescheduled to Oct. 18, 2012, at 10:00 a.m. the hearing to
consider approval of the disclosure statement explaining the
bankruptcy liquidation plan of Sejwad Hotels & Development, LLC.

The Debtor seeks to accomplish payment under the Plan by either a
sale or a refinancing of debt against its real estate property.
The Effective Date of the proposed Plan is Dec. 31, 2012.  The
Debtor -- under the direction of its current president, James R.
Cunningham -- will act as disbursing agent for the purpose of
making all distributions provided for under the Plan.

The classification and treatment of claims against and interests
in the Debtor under the plan are:

     A. Unclassified claims, including administrative expenses and
        priority tax claims, will be paid in full on the effective
        date or on the confirmation date.  Administrative expense
        claims total $20,100 and priority tax claims total $2,515,
        is expected to recover 100%.

     B. Class 1 (Secured Claim of Evertrust Bank) will be paid in
        full, with interest at the non-default rate, upon the sale
        or refinancing of the Property.  On or before the
        Effective Date of the Plan, the Debtor will pay Evertrust
        Bank in full on account of the Allowed Secured Claim of
        Evertrust Bank.  The amount of secured claim of Evertrust
        Bank is $7,978,750.

     C. Class 2 (Secured Claim of the LA County Tax Collector)
        will be paid in full, with interest at the rate of 18% per
        annum, upon the sale of the Property.  The amount of
        secured claim of the LA County Tax Collector is
        $134,728.92.

     D. Class 3 (General Unsecured Claim) will be paid in full,
        within 30 days of the closing on the sale or refinancing
        of the Property.  The amount of Class 3 general unsecured
        claims total $494,195.30.

     E. Class 4 (Interest Holders) will retain their interests in
        the Debtor.

The Disclosure Statement hearing was originally scheduled for
July 26.

A full text copy of the disclosure statement is available for free
at http://bankrupt.com/misc/SEJWAD_HOTELS_ds.pdf

Artesia, California-based Sejwad Hotels & Development LLC, owner
of a retail center in Artesia Boulevard, sought Chapter 11
protection (Bankr. C. Calif. Case No. 12-14521) on Feb. 8, 2012,
one day before a scheduled foreclosure sale.  The Debtor's prior
tenants included Hollywood Video and Borders book store, both of
which have filed bankruptcy.  The property is vacant.  The Debtor
was in the process of redeveloping the property into a
hotel/retail property, but the redevelopment has been
delayed.  The Debtor defaulted on its loan to Evertrust Bank,
which sought foreclosure.  The Chapter 11 petition was signed by
Ashvin Patel, managing member.  Judge Julia W. Brand presides over
the case.  The Law Offices of Michael G. Spector serves as the
Debtor's counsel.  In its schedules, the Debtor disclosed
$13,001,015 in total assets and $8,728,483 in total liabilities.

No Creditor's Committee has been appointed.


SELECT TREE: Exclusive Plan Filing Period Extended to Nov. 2
------------------------------------------------------------
The Hon. Carl L. Bucki of the Bankruptcy Court for the Western
District of New York extended for an additional 120 days, or until
Nov. 2, 2012, the period within which Select Tree Farms, Inc.,
exclusively may file a Chapter 11 disclosure statement and plan of
reorganization.  The exclusive period within which the Debtors
alone might solicit acceptances of such plan is also extended
until Jan. 1, 2013.

                     About Select Tree Farms

Select Tree Farms, Inc., filed a Chapter 11 petition (Bankr.
W.D.N.Y. Case No. 12-10669) on March 7, 2012.  Select Tree Farms
scheduled $11,450,989 in assets and $5,959,983 in liabilities.
The petition was signed by George A. Schichtel, president.

The Debtor's owner, George A. Schichtel and Debra G. Schichtel,
filed for Chapter 11 bankruptcy on the same day (Bankr. W.D.N.Y.
Case No. 12-10670).

Judge Carl L. Bucki presides over the case.  Beth Ann Bivona,
Esq., at Damon Morey LLP, serves as the Debtors' counsel.


SIMON WORLDWIDE: Incurs $378,000 Net Loss in Second Quarter
-----------------------------------------------------------
Simon Worldwide, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $378,000 on $0 of revenue for the three months ended June 30,
2012, compared with a net loss of $411,000 on $0 of revenue for
the same period a year ago.

The Company reported a net loss of $842,000 on $0 of revenue for
the six months ended June 30, 2012, compared with a net loss of
$901,000 on $0 of revenue for the same period during the prior
year.

The Company's balance sheet at June 30, 2012, showed $8.37 million
in total assets, $98,000 in total liabilities, all current, and
$8.27 million in total stockholders' equity.

With no revenues from operations, the Company closely monitors and
controls its expenditure within a reasonably predictable range.
Cash used by operating activities was $1.9 million and $2.3
million in the years ended Dec. 31, 2011, and 2010, respectively.
Cash used by operating activities was $.8 million for the six
months ended June 30, 2012, and 2011.  The Company incurred losses
within its continuing operations in 2011 and continues to incur
losses in 2012 for the general and administrative expenses
incurred to manage the affairs of the Company. By utilizing cash
available at June 30, 2012, to maintain its scaled back
operations, management believes it has sufficient capital
resources and liquidity to operate the Company for at least one
year.

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

                        http://is.gd/ouP9JJ

                       About Simon Worldwide

Based in Los Angeles, Simon Worldwide, Inc. (OTC: SWWI) no longer
has any operating business.  Prior to August 2001, the Company
operated as a multi-national full-service promotional marketing
company, specializing in the design and development of high-impact
promotional products and sales promotions.  At Dec. 31, 2009,
the Company held an investment in Yucaipa AEC Associates, LLC, a
limited liability company that is controlled by the Yucaipa
Companies, a Los Angeles, California based investment firm.
Yucaipa AEC in turn principally held an investment in the common
stock of Source Interlink Companies, a direct-to-retail magazine
distribution and fulfillment company in North America, and a
provider of magazine information and front-end management services
for retailers and a publisher of approximately 75 magazine titles.
Yucaipa AEC held this investment in Source until April 28, 2009,
when Source filed a pre-packaged plan of reorganization under
Chapter 11 of the U.S. Bankruptcy Code.


SP NEWSPRINT: Administrative Expense Claims Due Aug. 20
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware established
Aug. 20, 2012, at 5 p.m. (EDT), as the deadline for each person or
entity to assert an administrative expense claim against SP
Newsprint Holdings LLC, et al., for the period of Nov. 15, 2011,
until July 31, 2012.

Any holder of an administrative expense claim against any of the
Debtors must file a request for payment of administrative expense
claim, so that it is actually received on or before the applicable
administrative claims bar date at these addresses:

if by mail:

         GCG, Inc.
         Attn: SP Newsprint Holdings LLC Claims Processing
         P.O. Box 9840
         Dublin, OH 43017-5740

if by hand delivery or overnight courier:

         GCG, Inc.
         Attn: SP Newsprint Holdings LLC Claims Processing
         5151 Blazer Parkway, Suite A
         Dublin, OH 43017

                        About SP Newsprint

Greenwich, Conn.-based SP Newsprint Holdings LLC -- aka Bulldog
Acquisition I LLC, Bulldog Acquisition II LLC, Publishers Papers,
Southeastern Paper Recycling and SP Newsprint Merger LLC -- and
three affiliates, SP Newsprint Co. LLC, SP Recycling Corporation
and SEP Technologies L.L.C, filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-13649) on Nov. 15, 2011.

SP Newsprint Holdings LLC is a newsprint company controlled by
polo-playing mogul Peter Brant.  It is one of the largest
producers of newsprint in North America.  SP Recycling
Corporation, a Georgia corporation and the Debtors' other
operating company, was established in 1980 as a means for SP to
secure a ready supply of recycled fiber, a key raw material for
its newsprint.

SP Newsprint is the second Brant-owned newsprint company to tumble
into bankruptcy proceedings in recent years.  Current and former
affiliated entities are Bear Island Paper Company, L.L.C., Brant
Industries, Inc., F.F. Soucy, Inc., Soucy Partners Newsprint,
Inc., White Birch Paper Company.

Judge Christopher S. Sontchi presides over the case.  Joel H.
Levitin, Esq., Maya Peleg, Esq., and Richard A. Stieglitz Jr.,
Esq., at Cahill Gordon & Reindel LLP serve as the Debtors' lead
counsel.  Lee E. Kaufman, Esq., and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., serve as the Debtors' Delaware
counsel.  AlixPartners LLP serves as the Debtors' financial
advisors and The Garden City Group Inc. serves as the Debtors'
claims and noticing agent.  SP Newsprint Co., LLC, disclosed
$318 million in assets and $323 million in liabilities as of the
Chapter 11 filing.  The petitions were signed by Edward D.
Sherrick, executive vice president and chief financial officer.

The Debtor won court approval to hold an Aug. 17 auction to sell
virtually all its assets.  The Debtor's lenders will act as the
so-called stalking horse for the auction setting a floor for other
bidders to beat.  The lenders will make a credit bid, using
forgiveness of its secured debt to buy the assets.  General
Electric Capital Corp., as both agent to lenders and a lender
itself, is owed about $254 million.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler PC.  Ashby & Geddes, P.A., serves as its
Delaware counsel, and BDO Consulting serves as its financial
advisor.


SWIFT AIR: Parting Ways With Pro Hockey Team
--------------------------------------------
Duane Marsteller at The Tennessean reports a spokeswoman said the
Nashville Predators hockey team is "exploring alternate travel
options" in case Swift Air LLC is unable to fly players, coaches
and equipment to and from away National Hockey League games
starting this fall.

"The status of [Swift Air's] ability to perform under the contract
. . . is of dire concern," the report quotes the Predators as
saying in a court filing last month.  "It is critical to know well
in advance of the first preseason games whether [Swift Air] will
provide reliable transportation for the Predators."

The report notes Swift Air has signaled in court papers that it
wants out of its Predators contract.  Instead, the company said it
wants to keep contracts with six other teams: the Boston Bruins,
Buffalo Sabres, Chicago Blackhawks and St. Louis Blues, all NHL
clubs; and the Boston Celtics and Milwaukee Bucks of the NBA.

The report adds a federal bankruptcy judge in Phoenix said he will
decide after a hearing Aug. 7 which contracts Swift Air will keep.

Swift Air, LLC, filed a Chapter 11 petition in its home-town in
Phoenix (Bankr. D. Ariz. Case No. 12-14362) on June 27, 2012.
Michael W. Carmel, Ltd., serves as counsel.  The Debtor estimated
assets of under $1 million and debts exceeding $10 million.


SWIFT AIR: Executives Face $50-Mil. Fraud Lawsuit
-------------------------------------------------
Duane Marsteller at The Tennessean reports an airline has filed a
$50 million civil lawsuit accusing four Swift Air LLC executives
of fraud.

Swift Air LLC filed a Chapter 11 petition in its home-town in
Phoenix (Bankr. D. Ariz. Case No. 12-14362) on June 27, 2012.
Michael W. Carmel, Ltd., serves as counsel.  The Debtor estimated
assets of under $1 million and debts exceeding $10 million.


T SORRENTO: Court Denies Plan Exclusivity Extension
---------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
denied T Sorrento, Inc.'s request to extend the exclusive period
for the Debtor to file a plan of reorganization and to solicit
acceptances of that plan.  The Court ruled that the Debtor failed
to meet its burden of proof.

The Debtor filed for a Chapter 11 petition (Bankr. D. Nev. Case
No. 12-13907) in Las Vegas on April 2, 2012.  RMR Investments,
Inc., asked the Nevada Bankruptcy Court to transfer the venue of
the case to the Northern District of Texas, Dallas Division, as
the Debtor's principal office and principal place of business are
located in Dallas and the mailing address for each of the Debtor's
officers is also located in Dallas, Texas.  The case was
thereafter transferred to the Northern District of Texas by a June
27, 2012 court order.

The Debtor said that it did not receive a notice of case transfer
to this Court with a Northern District of Texas case number until
July 17, 2012, which is the same day the Debtor believes the
Nevada Bankruptcy Case was first docketed with this Court.

The Debtor had previously employed local general counsel in Nevada
in the Nevada Bankruptcy Case.  "Now that the case has been
transferred, the Debtor has hired new counsel in the transferred
Dallas case," the Debtor stated in a court filing dated July 25.
The Debtor said that new counsel has yet to be employed in this
case and that it is currently reviewing the background and
specifics of the case.

According to the Debtor, the exclusivity was set to expire on Aug.
2, 2012, which the Debtor wanted to extend by 30 days.  The Debtor
said that it conferred with the only active party in the case to
date, the Debtor's largest secured creditor, and that the parties
were discussing an agreement to extend exclusivity.

On July 27, 2012, RMR Investments, Inc., objected to the Debtor's
request for extension, saying that the case involves two tracts of
unimproved property which generate no income.  RMR claimed that
the Debtor has no employees and no income from rents or
operations, and that it is unlikely that the plan will offer
anything other than a sale or refinance of the properties, either
of which could have been accomplished prior to filing the Chapter
11 petition.  "This case is no stranger to this Court.  The
properties involved here are the same properties involved in the
Fenton cases previously administered by this Court," RMR stated.

RMR is represented by:

      Cox Smith Matthews Incorporated
      Mark E. Andrews
      1201 Elm Street, Suite 3300
      Dallas, Texas 75270
      Tel: (214) 698-7800
      E-mail: mandrews@coxsmith.com

                         About T Sorrento

Clark, Nevada-based T Sorrento, Inc., is a wholly-owned subsidiary
of Transcontinental Realty Investors, Inc., a Nevada corporation.
It disclosed assets of $17.4 million and debts of $5.4 million in
its schedules.  It said it owns almost 60 acres of properties in
Farmers Branch, Texas.  Zachariah Larson, Esq., at Marquis Aurbach
Coffing, serves as the Debtor's bankruptcy counsel.


T SORRENTO: Taps Quilling Selander as General Counsel
-----------------------------------------------------
T Sorrento, Inc., seeks permission from the U.S. Bankruptcy Court
for the Northern District of Texas to employ Quilling, Selander,
Lownds, Winslett & Moser, P.C., as general counsel.

Quilling Selander will, among other things, furnish legal advice
to the Debtor with regard to its powers, duties and
responsibilities as a debtor-in-possession and the continued
management of its affairs and assets under Chapter 11 at these
hourly rates:

      Hudson M. Jobe                $290
      Shareholders                $275-$400
      Associates                  $150-$275
      Paralegals                   $50-$105

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

                         About T Sorrento

Clark, Nevada-based T Sorrento, Inc., is a wholly-owned subsidiary
of Transcontinental Realty Investors, Inc., a Nevada corporation.
It filed for a Chapter 11 petition (Bankr. D. Nev. Case No. 12-
13907) in Las Vegas on April 2, 2012.  RMR Investments, Inc.,
asked the Nevada Bankruptcy Court to transfer the venue of the
case to the Northern District of Texas, Dallas Division, as the
Debtor's principal office and principal place of business are
located in Dallas and the mailing address for each of the Debtor's
officers is also located in Dallas, Texas.  The case was
thereafter transferred to the Northern District of Texas by a
June 27, 2012 court order.

T Sorrento disclosed assets of $17.4 million and debts of
$5.4 million in its schedules.  It said it owns almost 60 acres of
properties in Farmers Branch, Texas.


T SORRENTO: Section 341(a) Meeting Continued Until Aug. 20
----------------------------------------------------------
The U.S. Trustee for Region 17 has continued until Aug. 22, 2012,
at 9:15 a.m., the meeting of creditors in the Chapter 11 case of
T Sorrento, Inc.  The meeting will be held at the Office of the
U.S. Trustee, 1100 Commerce St., Rm. 976, Dallas, Texas.

About T Sorrento

Clark, Nevada-based T Sorrento, Inc., filed a Chapter 11 petition
(Bankr. D. Nev. Case No. 12-13907) in Las Vegas on April 2, 2012.
T Sorrento disclosed assets of $17.4 million and debts of
$5.4 million in its schedules.  The Debtor said it owns almost 60
acres of properties in Farmers Branch, Texas.  The Debtor is a
wholly-owned subsidiary of Transcontinental Realty Investors,
Inc., a Nevada corporation.  The Debtor disclosed $17,442,754 in
assets and $5,446,491 in liabilities.

Zachariah Larson, Esq., at Marquis Aurbach Coffing, serves as the
Debtor's bankruptcy counsel.  Judge Bruce A. Markell presides over
the case.

RMR Investments, Inc., has asked the Nevada Bankruptcy Court to
transfer the venue of the case to the Northern District of Texas,
Dallas Division, as the Debtor's principal office and principal
place of business are located in Dallas and the mailing address
for each of the Debtor's officers is also located in Dallas,
Texas.

RMR is represented by Mark E. Andrews, Esq., at Cox Smith Matthews
Incorporated; and James Patrick Shea, Esq., at Shea & Carlyon,
Ltd.


TALON THERAPEUTICS: Incurs $60.7 Million Net Loss in 2nd Quarter
----------------------------------------------------------------
Talon Therapeutics, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $60.79 million for the three months ended June 30,
2012, compared with a net loss of $6.05 million for the same
period a year ago.

The Company reported a net loss of $91.28 million for the six
months ended June 30, 2012, compared with a net loss of $16.46
million for the same period during the prior year.

The Company does not expect to generate any significant revenue
from product sales or royalties in 2012.  The Company anticipates
revenues beyond 2012 provided the Company is able to develop and
commercialize its products, license its technology or enter into
strategic partnerships.  If the Company is unsuccessful, its
ability to generate future revenues will be significantly
diminished.

The Company's balance sheet at June 30, 2012, showed $4.26 million
in total assets, $118.51 million in total liabilities, $35.33
million in redeemable convertible preferred stock, and a $149.58
million total stockholders' deficit.

As of June 30, 2012, the Company had cash and cash equivalents of
$3.0 million.  Cash used in operations was $3.8 million for the
three months ended June 30, 2012.

"The FDA's decision to approve our NDA seeking accelerated
approval of Marqibo(R) (vinCRIStine sulfate LIPOSOME injection) is
a seminal event for Talon," stated Steven R. Deitcher, President,
chief executive officer and Board Member of Talon Therapeutics.
"Our focus now turns to making Marqibo(R) available to patients in
the United States.  We are operating on parallel commercialization
paths, including planning activities to launch Marqibo(R)
ourselves, as well as consideration of strategic partnerships."

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

                        http://is.gd/25GInN

                     About Talon Therapeutics

Formerly known as Hana Biosciences, Inc., Talon Therapeutics Inc.
(TLON.OB.) -- http://www.talontx.com/-- is a biopharmaceutical
company dedicated to developing and commercializing new,
differentiated cancer therapies designed to improve and enable
current standards of care.  The company's lead product candidate,
Marqibo, potentially treats acute lymphoblastic leukemia and
lymphomas.  The Company has additional pipeline opportunities some
of which, like Marqibo, improve delivery and enhance the
therapeutic benefits of well characterized, proven chemotherapies
and enable high potency dosing without increased toxicity.

Effective Dec. 1, 2010, Hana Biosciences Inc. changed its name to
Talon Therapeutics Inc.  The name change was effected by merging
Talon Therapeutics, Inc., a wholly-owned subsidiary of the
Company, with and into the Company, with the Company as the
surviving corporation in the merger.

The Company reported a net loss of $18.82 million for the year
ended Dec. 31, 2011, compared with a net loss of $25.98 million
during the prior year.

BDO USA, LLP, in San Jose, California, issued a "going concern"
qualification on the financial statements for the year ended
Dec. 31, 2011, citing recurring losses from operations and net
capital deficiency that raise substantial doubt about the
Company's ability to continue as a going concern.


TALON THERAPEUTICS: Reports $671,000 Net Income in 2nd Quarter
--------------------------------------------------------------
Talon Therapeutics, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $671,134 on $13.17 million of net sales for the
three months ended June 30, 2012, compared with net income of
$656,325 on $12.75 million of net sales for the same period a year
ago.

The Company reported net income of $465,504 on $21.92 million of
net sales for the six months ended June 30, 2012, compared with
net income of $255,397 on $21.98 million of net sales for the same
period during the prior year.

The Company's balance sheet at June 30, 2012, showed $18.38
million in total assets, $10.89 million in total liabilities,
$22.22 million in series B convertible preferred stock, and $14.73
million in total stockholders' equity.

The Company reported a net loss of $18.82 million for the year
ended Dec. 31, 2011, compared with a net loss of $25.98 million
during the prior year.

BDO USA, LLP, in San Jose, California, issued a "going concern"
qualification on the financial statements for the year ended
Dec. 31, 2011, citing recurring losses from operations and net
capital deficiency that 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/qDXfsN

                     About Talon Therapeutics

Formerly known as Hana Biosciences, Inc., Talon Therapeutics Inc.
(TLON.OB.) -- http://www.talontx.com/-- is a biopharmaceutical
company dedicated to developing and commercializing new,
differentiated cancer therapies designed to improve and enable
current standards of care.  The company's lead product candidate,
Marqibo, potentially treats acute lymphoblastic leukemia and
lymphomas.  The Company has additional pipeline opportunities some
of which, like Marqibo, improve delivery and enhance the
therapeutic benefits of well characterized, proven chemotherapies
and enable high potency dosing without increased toxicity.

Effective Dec. 1, 2010, Hana Biosciences Inc. changed its name to
Talon Therapeutics Inc.  The name change was effected by merging
Talon Therapeutics, Inc., a wholly-owned subsidiary of the
Company, with and into the Company, with the Company as the
surviving corporation in the merger.


TAVERN ON THE GREEN: Emerald Wins 20-Year License to Operate
------------------------------------------------------------
Lisa Fickenscher, writing for Crain's New York Business reports
that Emerald Green Group beat out several New York City operators
for the 20-year license to operate Tavern on the Green.

According to Crain's, the city said Emerald Green Group also has
signed a letter of agreement with the New York Hotel and Motel
Trades Council, the union that represents the workers at the
Central Park eatery.

According to Crain's, other operators who had submitted proposals
to the city included City Winery and Great Performances, which
presented a plan to run Tavern on the Green as partners.  Other
bidders included Legends Hospitality Management, a catering
venture that focuses on sports arenas, and Park Street Ventures, a
New Jersey-based partnership that tapped the former chief
operating officer of Tavern on the Green, Michael Desiderio.

Crain's notes Emerald Green Group was established in 1998 when Jim
Caiola and David Salama opened Beau Monde. In 2003, the couple
launched L'Etage, a bar and lounge above the restaurant. A former
actor, born in Michigan, Mr. Caiola is also an award winning
filmmaker while Mr. Salama, who is from Bolivia, studied art and
his work has been commissioned by the city of Philadelphia. The
pair is raising two children together.

Crain's says the partners have already hired a New York City
restaurant public relations firm, The Hall Company.

                     About Tavern on the Green

Tavern on the Green LP was the operator of the 75-year-old
restaurant in New York's Central Park.  Tavern on the Green was
founded in 1934 by New York Parks Commissioner Robert Moses and
the license was bought by restaurateur Warner LeRoy in 1974.  The
Company filed for Chapter 11 (Bankr. S.D.N.Y. Case No. 09-15450)
on Sept. 9, 2009, estimating up to $50 million each in assets and
debts. The restaurant closed New Year's Eve 2010.

New York City -- the Tavern's landlord -- and the Debtor both
claimed ownership of the "Tavern on the Green" trademark.  In
March 2010, the city of New York City won the right to the trade
name.  Following the trademark ruling, the bankruptcy judge
converted the case to Chapter 7.  Jil Mazer-Marino of Meyer Suozzi
English & Klein PC, appointed Chapter 7 trustee, appealed the
ruling.  The parties put the appeal on ice while they negotiated
settlement.

In April 2011, a settlement was announced between the city of New
York and the Chapter 7 Trustee for Tavern on the Green Limited
Partnership LP and LeRoy Adventures, Inc. concerning the ownership
of the trademark "Tavern on the Green."  Under the settlement, the
City will own the Tavern on the Green trademark registration for
restaurant and bar services and will have the exclusive use of the
name Tavern on the Green for restaurant services in New York City,
including the world renowned location in Central Park.  The deal
authorizes the Chapter 7 Trustee to sell the estates' use rights
to a third party, allowing the buyer to use the Tavern on the
Green name and current logo for restaurants located outside of New
York, New Jersey, Connecticut and a portion of Pennsylvania.  The
settlement also allows the buyer to use the name Tavern on the
Green for branding of a wide variety of products including
packaged foods, home furnishing and accessories. The settlement
agreement allows the estates' successor to operate without payment
of royalties to the City of New York.  The Chapter 7 Trustee hired
Streambank LLC as agent.  A portion of the proceeds from the
Chapter 7 Trustee's sale of the use rights -- 25% of net proceeds
-- will be distributed to the City.

Bankruptcy Judge Allan Gropper presides over the Chapter 11 case.


TAYLOR MORRISON: Moody's Rates New US$100MM Add-On Notes 'B2'
-------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Taylor
Morrison's proposed $100 million add-on 7.75% senior unsecured
notes due 2020, proceeds of which will be used for growth capital
and general corporate purposes including land acquisition and
development. At the same time, Moody's affirmed all other ratings
of Taylor Morrison Communities, Inc. (a U.S. issuer) and of its
Canadian co-issuer, Monarch Communities Inc. (collectively,
"Taylor Morrison"), including its B1 corporate family rating, B1
probability of default rating, and B2 rating on the existing $550
million 7.75% senior unsecured notes due 2020. The rating outlook
remains stable.

The following rating actions were taken:

  Proposed $100 million 7.75% senior unsecured notes due 2020,
  assigned a B2, (LGD5, 73%);

  Corporate family rating, affirmed at B1;

  Probability of default rating, affirmed at B1;

  $550 million senior unsecured notes due 2020, affirmed at B2,
  (LGD5, 73%);

The rating outlook is stable.

Ratings Rationale

The B1 corporate family rating reflects the company's track record
of profitability and solid gross margin performance, moderate
adjusted homebuilding debt leverage, geographic diversity
including a strong presence in Canada, and a land position that
appears to be realistically valued. At the same time, the rating
incorporates the company's limited time as an independent, stand-
alone entity, the absence of a permanent chief financial officer,
the negative cash flow from operations that Moody's is projecting
for at least the next two years, the lumpiness in the company's
projected revenues and earnings from its high-rise exposure in
Toronto, the long land position, and the still-uncertain U.S.
economy together with a housing market attempting to build on its
recent gains.

The stable rating outlook reflects Moody's expectation that the
company will continue being profitable on a net income basis,
generate solid gross margins, and gradually reduce its adjusted
homebuilding debt to capitalization as the U.S. market continues
to improve while the Canadian market remains healthy. The outlook
also assumes that the company will maintain adequate liquidity and
prudently manage its land spend. Moody's notes that concurrently
with this add-on note offering, the company is also amending and
increasing its senior secured revolving credit facility due 2016
to $125 million from $75 million in order to enhance its liquidity
position.

The unsecured notes are notched below the corporate family rating
because of the sizable proportion of secured debt and debt-like
obligations in the capital structure. The notes are guaranteed on
a senior unsecured basis by Taylor Morrison Holdings, Inc. and by
TMM Holdings Limited Partnership, which are direct and indirect
parents of Taylor Morrison Communities, Inc. and of Monarch
Communities Inc. In addition, the notes are guaranteed by certain
existing and future U.S. operating subsidiaries of Taylor Morrison
Communities, Inc. The operating subsidiaries of Monarch
Communities Inc. are organized under Canadian law and will not
guarantee the notes.

The company's liquidity is supported by its adequate pro forma
unrestricted cash balance of approximately $475 million at June
30, 2012, the availability under its amended and increased $125
million secured revolving credit facility, and an extended debt
maturity schedule. The expected negative cash flow generation as
the company pursues land investments and the need to maintain
compliance with financial covenants in the credit agreement,
however, constrain its overall liquidity.

The ratings could be considered for an upgrade if the company
improves its scale and geographic diversity, expands its
profitability, builds tangible net worth in excess of $1 billion,
reduces adjusted homebuilding debt to capitalization to below 50%
on a sustained basis, and maintains good liquidity. Importantly,
the company would also need to resolve its ultimate ownership, as
private equity-owned companies typically do not achieve Ba rating
status.

The ratings could be pressured if the company becomes
unprofitable, its adjusted homebuilding debt to capitalization
rises above 60%, homebuilding interest coverage remains below 2.0x
for an extended period of time, or if liquidity deteriorates.

The principal methodology used in rating Taylor Morrison was the
Global Homebuilding Industry Methodology published in March 2009.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

TMM Holdings Limited Partnership was formed in July 2011 by the
private equity companies, TPG Capital, Oaktree Capital Management,
and JH Investments, when they acquired the North American
operations of Taylor Wimpey plc, a UK homebuilder. The North
American business of Taylor Wimpey plc included Taylor Morrison
Communities in the U.S. and Monarch Communities in Canada.

Taylor Morrison is headquartered in Scottsdale, Arizona and builds
homes and develops master planned communities in the U.S. and
engages in high-rise and low-rise residential development in
Canada. In the last twelve months ending June 30, 2012, the
company generated approximately $1.3 billion in homebuilding
revenues.


THOMPSON CREEK: Completes Sale of 12.25% of Gold Production
-----------------------------------------------------------
Thompson Creek Metals Company Inc. has completed its transaction
with Royal Gold to amend its gold stream agreement with Royal
Gold, Inc., to sell Royal Gold an additional 12.25% of the refined
gold production from the Company's Mt. Milligan copper-gold mine
for $200 million, plus $435 per ounce, or the prevailing market
rate, if lower than $435 per ounce, when the gold is delivered.
Thompson Creek intends to use the proceeds to finance the
construction of the Mt. Milligan project and related costs.

"Royal Gold is a valued partner in our Mt. Milligan project and we
are extremely pleased with their increased investment and
continued support in the advancement of the project," said Kevin
Loughrey, Chairman and Chief Executive Officer of Thompson Creek.
"We look forward to the completion of the Mt. Milligan copper-gold
mine in the third quarter of 2013 and commencement of commercial
production in the fourth quarter of 2013," added Mr. Loughrey.

Pursuant to this amendment, Thompson Creek has agreed to sell to
Royal Gold a total of 52.25% of the refined gold production from
its Mt. Milligan project, and Royal Gold's aggregate investment
(including amounts previously funded and commitments for future
funding) in the refined gold from Mt. Milligan has increased from
$581.5 million to $781.5 million.  Three business days following
the consummation of the transactions contemplated by the
amendment, Royal Gold will make a cash payment to Thompson Creek
of $75 million.  Following this payment, Royal Gold will make
combined future scheduled payments to Thompson Creek in the
aggregate amount of $251.9 million, which will be paid on a
quarterly basis as follows: $45 million on Sept. 1, 2012; $95
million on Dec. 1, 2012; $62 million on March 1, 2012; $37 million
on June 1, 2012; and $12.9 million on Sept. 1, 2013.  Following
the Sept. 1, 2013, payment, Royal Gold will have satisfied its
obligations to make quarterly payments to Thompson Creek.

Concurrently with the closing of the transaction with Royal Gold,
the participating banks in the Company's revolving credit facility
entered into a fifth amendment to the Company's revolving credit
agreement whereby the banks consented to the Royal Gold
transaction and revised and put in place new financial covenants
and measurements.  Specifically, under this amendment, the banks
agreed to remove the senior secured leverage covenant, increase
the liquidity covenant to $100 million from $75 million, add a new
minimum quarterly EBITDA covenant commencing in the fourth quarter
of 2012, add new liquidity thresholds for borrowings and
prepayments, add a new condition precedent for borrowings, and add
new reporting requirements.  With these changes, the Company no
longer anticipates that it will be in breach of its credit
agreement as of Sept. 30, 2012, and anticipates that it will be
able to access revolving credit facility funds as needed to fund
the construction of Mt. Milligan, assuming that the new covenants
and conditions are met and satisfied.

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

                        http://is.gd/xSQdWK

                    About Thompson Creek Metals

Thompson Creek Metals Company Inc. is a growing, diversified North
American mining company.  The Company produces molybdenum at its
100%-owned Thompson Creek Mine in Idaho and Langeloth
Metallurgical Facility in Pennsylvania and its 75%-owned Endako
Mine in northern British Columbia.  The Company is also in the
process of constructing the Mt. Milligan copper-gold mine in
central British Columbia, which is expected to commence production
in 2013.  The Company's development projects include the Berg
copper-molybdenum-silver property and the Davidson molybdenum
property, both located in central British Columbia.  Its principal
executive office is in Denver, Colorado and its Canadian
administrative office is in Vancouver, British Columbia.  More
information is available at http://www.thompsoncreekmetals.com

                           *     *     *

As reported by the TCR on Aug. 14, 2012, 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-'.  "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.

In the May 9, 2012, edition of the TCR, Moody's Investors Service
downgraded Thompson Creek Metals Company Inc.'s Corporate Family
Rating (CFR) and probability of default rating to Caa1 from B3.
Thompson Creek's Caa1 CFR reflects its concentration in
molybdenum, relatively small size, heavy reliance currently on two
mines, and the need for favorable volume and price trends in order
to meet its increasingly aggressive capital expenditure
requirements over the next several years.


TITAN ENERGY: Incurs $70,000 Net Loss in Second Quarter
-------------------------------------------------------
Titan Energy Worldwide, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $70,137 on $5.34 million of total sales for the three
months ended June 30, 2012, compared with a net loss of $900,876
on $3.54 million of total sales for the same period during the
prior year.

The Company reported a net loss of $687,836 on $8.61 million of
total sales for the six months ended June 30, 2012, compared with
a net loss of $1.93 million on $7.01 million of total sales for
the same period a year ago.

The Company reported a net loss of $3.43 million in 2011, compared
with a net loss of $3.67 million in 2010.

The Company's balance sheet at June 30, 2012, showed $6.24 million
in total assets, $9.28 million in total liabilities, and a
$3.04 million total stockholders' deficit.

"The Company incurred a net loss for the six months ended June 30,
2012 of $687,836.  At June 30, 2012, the Company had an
accumulated deficit of $34,052,571.  These conditions raise
substantial doubt as to the Company's ability to continue as a
going concern," the Company said in its quarterly report for the
period ended June 30, 2012.

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

                        http://is.gd/5tc5Vj

                        About Titan Energy

New Hudson, Mich.-based Titan Energy Worldwide, Inc., is a
provider of onsite power generation, energy management and energy
efficiency products and services.


TMM HOLDINGS: S&P Affirms 'B+' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on TMM Holdings L.P. The 'BB-' issue-level rating
and '2' recovery rating on the existing 7.75% notes due 2020,
coissued by operating subsidiaries Taylor Morrison Communities
Inc. and Monarch Communities Inc. and guaranteed by the parent,
TMM Holdings L.P. (Taylor Morrison) are unchanged by the $125
million add on. The '2' recovery rating indicates prospects for a
substantial recovery (70% to 90%) of principal in the event of a
payment default. The company plans to use proceeds from the notes
to acquire land and for general corporate purposes. "At the same
time, we affirmed our 'B+' corporate credit rating on Taylor
Morrison. The outlook is stable," S&P said.

"Our ratings on Scottsdale, Ariz.-based Taylor Morrison reflect
the company's 'weak' business risk profile. Although Taylor
Morrison is one of the larger North American homebuilders, with
operations in both the U.S. and Canada, the homebuilding industry
is very fragmented and highly cyclical," said credit analyst Susan
Madison. "After a very severe six-year downturn in housing
demand, U.S. home sales are increasing, and we expect this
improvement to continue over the next 12 to 18 months. However,
given the current weak economic environment, we view the housing
recovery in the U.S. as fragile and vulnerable to unexpected
economic shocks."

"Our stable outlook on Taylor Morrison reflects our expectation
that moderate improvement in U.S. home building operations will
temper the impact of lower Canadian high-rise deliveries in 2012,
resulting in only a modest year-over-year deterioration in
revenues and EBITDA. We could raise our rating if a more robust
recovery in the U.S housing market boosts revenues and
profitability, such that debt-to-EBITDA declines to the low-to-mid
3x area. There would also need to be more clarity around the
financial sponsors' longer-term financial policy and the company's
appetite to incur more debt to boost land inventory. We could
consider lowering our rating to 'B' if a sharp deterioration in
U.S. homebuilding fundamentals coincides with a downturn in the
Canadian market that delays or terminates the company's planned
high-rise deliveries from 2013 to 2015. Under this scenario, which
we view as less likely, reduced profitability and potential land
impairments could pressure credit metrics, and liquidity could be
constrained if the company does not act to curtail investment in
land," S&P said.


TRIAD GROUP: Alcohol Wipes Recall, Plant Closure Cue Chapter 11
---------------------------------------------------------------
Milwaukee Journal Sentinel reports Triad Group Inc. and sister
company H&P Industries Inc. have sought Chapter 11 protection from
creditors more than a year after federal regulators shut down the
companies' Hartland factory over contaminated alcohol wipes.

According to the report, the 277,000-square-foot building stands
vacant, and has been empty since early this year.  The report also
says the building is up for sale.

The report relates Triad and H&P have been named in at least 10
federal and state lawsuits claiming the products sickened and, in
four cases.  According to the report, Steven Silton, Esq., in
Minneapolis, the companies' bankruptcy counsel, said potential
penalties in lawsuits against the firms make up the great majority
of the liabilities.  Mr. Silton said that, with the bankruptcy
filing, proceedings are suspended in all other litigation against
Triad and H&P.

The report relates, in January 2011, Triad and H&P voluntarily
recalled all their alcohol wipes and swabs after the FDA found
some lots were contaminated with Bacillus cereus, a bacterium
responsible for killing a 2-year-old Houston boy.  In April 2011,
U.S. marshals seized $6 million worth of products at the Hartland
plant and closed the facility.

The report notes FDA had known about critical issues at the
company for at least a decade but failed to take any enforcement
action.

According to the report, Triad and H&P indicate they dispute all
but about $1.4 million of their potential liabilities.  Among
disputed items are claims totaling $5.3 million by two Triad
customers -- Smith & Nephew plc and Cardinal Health.  Disputed
product-liability claims against Triad and H&P total $27.6
million.

The report recounts that one week after the alcohol wipes recall
in January, David Haertle registered a new company called Trivaria
LLC.

               About Triad Group and H&P Industries

Triad Group, Inc., and H&P Industries, Inc., in Hartland,
Wisconsin, filed for Chapter 11 bankruptcy (Bankr. E.D. Wis. Case
Nos. 12-31923 and 12-31924) on Aug. 9, 2012.  H&P was the
manufacturer and Triad the distributor of an array of health care
products, including alcohol wipes and swabs, cough syrups,
suppositories, creams and ointments.

Triad Group estimated $1 million to $10 million in assets and
$10 million to $50 million in debts.  H&P Industries estimated
under $1 million in assets and $1 million to $10 million in debts.
The petition was signed by Donna Petroff, chief financial officer.
Steven H. Silton, Esq., at Hinshaw & Culbertson LLP, serves as the
Debtors' counsel.


TRI-VALLEY: Proposes Quick Auction Without Lead Bidder
------------------------------------------------------
Stephanie Gleason at Dow Jones' DBR Small Cap reports that Oil and
natural gas company Tri-Valley Corp. is asking the bankruptcy
court to approve rules for an auction of its assets, which it
would like to hold in the next 75 days.

As reported in the Aug. 9 edition of the TCR, the Company has
received a debtor-in-possession financing commitment of
$11,048,078 by its senior secured lender George T. Gamble 1991
Trust, of which $3,850,000 represents new credit availability, to
support the Debtors' business operations during the Chapter 11
cases.  According to the motion filed with the bankruptcy court
seeking approval of the DIP financing, the loans will mature Nov.
15, 2012 or earlier if milestones are not achieved.  The Debtors
are required to:

   * file a motion for approval of the auction procedures within 5
     days following the Petition Date;

   * obtain approval of the auction procedures within 30 days of
     the Petition Date;

   * conduct the auction within 75 days of the Petition Date;

   * obtain approval of the sale within 80 days of the Petition
     Date; and

   * close the sale of the assets within 90 days of the Petition
     Date

Tri-Valley already owes Gamble $7,198,079 for secured loans
provided prepetition.  The Debtors also owe $527,800 under an
unsecured promissory note issued to Gary D. Borgna and related
entities.  The Debtors estimate that the total unsecured debt,
including the note, is $9.4 million

                          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.

Tri-Valley and three affiliates filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Lead Case No. 12-12291) on Aug. 7 with
funding from lenders that require a prompt sale of the business.

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 GUARANTY: Incurs $31.3 Million Net Loss in Second Quarter
---------------------------------------------------------------
Triad Guaranty Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $31.30 million on $45.95 million of revenue for the three
months ended June 30, 2012, compared with a net loss of $4.39
million on $46.54 million of revenue for the same period during
the prior year.

The Company reported a net loss of $69.02 million on $86.77
million of revenue for the six months ended June 30, 2012,
compared with a net loss of $9.30 million on $91.75 million of
revenue for the same period a year ago.

The Company's balance sheet at June 30, 2012, showed $848.02
million in total assets, $1.61 billion in total liabilities and a
$771.39 million deficit in assets.

Ken Jones, President and CEO, said, "During the second quarter, we
continued to see a drop in the number of new defaults as well as
the total risk in default.  Primary risk in default declined by
8.2% during the second quarter of 2012 compared to a sequential
decline of 7.4% in the first quarter of 2012 and 6.9% in the
second quarter of 2011.  Net losses and loss adjustment expenses
for the second quarter amounted to $68.2 million compared to $67.9
million in the first quarter of 2012, and up substantially from
the $41.3 million reported in the second quarter of 2011.
Comparisons to the second quarter of 2011 is difficult due to the
positive impact of reserve adjustments during that period.
Settled claims were $108.1 million in the second quarter of 2012
compared to $97.1 million during the 2012 first quarter and $111.6
million in the second quarter of 2011.  Persistency, the key
driver of our earned premiums, remained at elevated levels
compared to historical norms as many borrowers are finding it
difficult to sell or refinance their homes."

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

                        http://is.gd/uMUhKl

                        About Triad Guaranty

Winston-Salem, N.C-based Triad Guaranty Inc. (OTC BB: TGIC)
-- http://www.triadguaranty.com/-- is a holding company that
historically provided private mortgage insurance coverage in the
United States through its wholly-owned subsidiary, Triad Guaranty
Insurance Corporation.  TGIC is a nationwide mortgage insurer
pursuing a run-off of its existing in-force book of business.

The Company reported a net loss of $107.77 million in 2011,
compared with net income of $132.09 million in 2010.

                           Going Concern

The Company has prepared its financial statements on a going
concern basis under GAAP, which contemplates the realization of
assets and the satisfaction of liabilities and commitments in the
normal course of business.  However, there is substantial doubt as
to the Company's ability to continue as a going concern.  This
uncertainty is based on, among other things, the possible failure
of Triad to comply with the provisions of the Corrective Orders
and the Company's ability to generate enough income over the term
of the remaining run-off to overcome its $771.4 million deficit in
assets at June 30, 2012.

                         Bankruptcy Warning

The positive impact on statutory surplus resulting from the second
Corrective Order has resulted in Triad reporting a policyholders'
surplus in its SAP financial statements of $230.3 million at
June 30, 2012, as opposed to a deficiency in policyholders'
surplus of $801.5 million on the same date had the second
Corrective Order not been implemented.  While the implementation
of the second Corrective Order has deferred the institution of an
involuntary receivership proceeding, no assurance can be given
that the Department will not seek receivership of Triad in the
future and there continues to be substantial doubt about the
Company's ability to continue as a going concern.  The Department
may seek receivership of Triad based on its determination that
Triad will ultimately become insolvent, if Triad fails to comply
with provisions of the Corrective Orders, or for other reasons.
If the Department seeks receivership of Triad, TGI could be
compelled to institute a proceeding seeking relief from creditors
under U.S. bankruptcy laws, or otherwise consider dissolution of
the Company.  The consolidated financial statements that are
presented in this report do not include any accounting adjustments
that reflect the financial risks of Triad entering receivership
proceedings or otherwise not continuing as a going concern.


TRIDENT MICROSYSTEMS: Withdraws Motion for Expansion of PwC Task
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Trident Microsystems, Inc., et al.'s withdrawal of application for
an order expanding the scope of employment of
PricewaterhouseCoopers LLP to include deduction analysis services
nunc pro tunc June 4, 2012.

As reported in the Troubled Company Reporter on June 28, 2012,
the Debtors filed a motion to expand the scope of employment for
PricewaterhouseCoopers to include deduction analysis services at
these hourly rates: partner at $650, senior managing director at
$650, director at $550, manager at $475, senior associate a $375
and associate at $275.

                    About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes.  The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California. The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Union Square Advisors LLC serves
as the Debtors' investment banker.  PricewaterhouseCoopers LLP
serves as the Debtors' tax advisor and independent auditor.
Kurtzman Carson Consultants is the claims and notice agent.

Trident had $310 million in assets and $39.6 million in
liabilities as of Oct. 31, 2011.  The petition was signed by David
L. Teichmann, executive VP, general counsel & corporate secretary.

Pachulski Stang Ziehl & Jones LLP represents the Official
Committee of Unsecured Creditors.  The Committee tapped to retain
Fenwick & West LLP as its special tax and claims counsel, Imperial
Capital, LLC, as its investment banker and financial advisor.

Dewey & Leboeuf as represents the statutory committee of equity
security holders.  The statutory committee tapped to retain
Campbells as Cayman Islands counsel, and Quinn Emanuel Urquhart &
Sullivan, LLP as its conflicts counsel.


TRONOX FINANCE: S&P Keeps 'BB-' Rating on $900M Sr. Note Offering
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB-' issue
rating and '5' recovery rating on the senior notes issued by
Tronox Finance LLC -- a subsidiary of Tronox Ltd. -- remain
unchanged following the company's $250 million increase in the
proposed
senior-note offering, to $900 million. "All our other ratings on
Tronox, including the 'BB' corporate credit rating, also remain
unchanged. The outlook remains stable," S&P said.

"Tronox will use the proceeds to fund a $400 million return of
capital to shareholders and for general corporate purposes. The
company could also use the proceeds for further returns of capital
to shareholders from time to time," S&P said.

"The '5' recovery rating on Tronox's proposed senior notes
indicates our expectation of a modest (10% to 30%) recovery in the
event of a payment default," S&P said.

Ratings List

Tronox Ltd.
Corporate credit rating        BB/Stable/--

Tronox Finance LLC
$900 million senior
unsecured notes due 2020      BB-
Recovery rating                5


TRONOX LTD: Note Upsize Plan No Impact on Moody's 'Ba3' CFR
-----------------------------------------------------------
Tronox Limited's plan to upsize its senior unsecured notes due
2020 to $900 million from $650 million does not change any of the
firm's ratings (Ba3 Corporate Family Rating) or its stable
outlook. The loss given default assessments for Tronox's debt have
been updated to reflect the larger unsecured note issuance.

The principal methodology used in rating Tronox was the Global
Chemical Industry Methodology published in 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.

Tronox Limited, headquartered in Stamford, CT, is the world's
fifth largest producer of titanium dioxide and a producer of
titanium ore feedstocks through the recently acquired Exxaro
Mineral Sands business. It operates three plants in Hamilton, MS,
Botlek, The Netherlands, and Kwinana, Australia. The company is
also a producer of electrolytic chemicals (approximately 8% of
revenues in 2011 -- prior to the Exxaro Mineral Sands
acquisition). Tronox's revenues were $2.5 billion for the year
ended June 30, 2012 (pro forma for the Exxaro Mineral Sands
acquisition).


UNIVERSAL SOLAR: Incurs $351,000 Net Loss in Second Quarter
-----------------------------------------------------------
Universal Solar Technology, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $350,852 on $243,163 of sales for the
three months ended June 30, 2012, compared with a net loss of
$993,197 on $768,035 of sales for the same period during the prior
year.

The Company reported a net loss of $789,842 on $618,198 of sales
for the six months ended June 30, 2012, compared with a net loss
of $1.25 million on $1.72 million of sales for the same period a
year ago.

The Company's balance sheet at June 30, 2012, showed $9.97 million
in total assets, $14.26 million in total liabilities and a $4.29
million total stockholders' deficiency.

After auditing the 2011 results, Paritz & Company, P.A., in
Hackensack, New Jersey, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has not generated cash from its
operation, has stockholders' deficiency of $3.50 million and has
incurred net loss of $4.22 million since inception.

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

                        http://is.gd/YZvGc2

                       About Universal Solar

Headquartered in Zhuhai City, Guangdong Province, in the People's
Republic of China, Universal Solar Technology, Inc., was
incorporated in the State of Nevada on July 24, 2007.  It operates
through its wholly owned subsidiary, Kuong U Science & Technology
(Group) Ltd., a company incorporated in Macau, the People's
Republic of China on May 10, 2007, and its subsidiary, Nanyang
Universal Solar Technology Co., Ltd., a wholly foreign owned
enterprise registered on Sept. 8, 2008 under the wholly foreign-
owned enterprises laws of the PRC.

The Company primarily manufactures, markets and sells silicon
wafers to manufacturers of solar cells.  In addition, the Company
manufactures photovoltaic modules with solar cells purchased from
third parties.


UNIVISION COMMUNICATIONS: Moody's Rates New $500MM Sec. Notes 'B2'
------------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Univision
Communications, Inc.'s proposed $500 million senior secured first
lien notes due 2022. Univision plans to utilize the net proceeds
from the note offering to pay down its term loans. Univision's B3
Corporate Family Rating (CFR), B3 Probability of Default Rating,
other debt instrument ratings, SGL-3 speculative-grade liquidity
rating and stable rating outlook are not affected.

The refinancing improves Univision's maturity profile and reduces
refinancing risk related to its 2014 and 2017 maturities at an
approximate $10-$18 million annual increase in cash interest
expense that is manageable within the company's free cash flow
(roughly $104 million LTM 6/30/12). The company is launching an
amendment to its credit facility to request lender permission to
apply the net proceeds ratably to outstanding term loans.
Univision plans to apply approximately 93% of the proceeds to the
2017 extended term loan if the amendment is received, and
approximately 93% of the proceeds to the 2014 non-extended term
loan if the amendment is not received. Moody's believes Univision
can fund its remaining $457 million of 2014 term loans from free
cash flow and drawdowns under its revolvers ($409 million expiring
March 2016 and $120 million receivables facility expiring March
2016), but full repayment of the 2014 term loan would definitively
extend this maturity. Univision has no meaningful maturities in
2015 and pushing out the next significant maturity hurdle to
2016/2017 provides additional time to grow earnings and reduce
leverage.

Assignments:

  Issuer: Univision Communications, Inc.

    Senior Secured Regular Bond/Debenture due 2022, Assigned a
    B2, LGD3 - 40%

Ratings Rationale

Univision is investing heavily for growth to reduce its very high
debt-to-EBITDA leverage (approximately 13.5x LTM 6/30/12
incorporating Moody's standard adjustments and excluding non-cash
advertising revenue). Investments include the scheduled 2012
launch of three new cable networks (focusing on sports,
telenovelas and news) and a joint venture with ABC to develop an
English-language news channel targeted to Hispanics. These
investments are currently a drag on earnings. Univision has signed
four retransmission consent agreements that include these three
new cable networks, and is expected to gain carriage with other
video operators. Moody's projects revenue growth in the 6-7% range
in 2012 and 2013 as the networks are launched, assuming modest
U.S. economic growth, and that the company continues to benefit
from demographically-aided growth in Spanish-language media
notwithstanding heightened competition from efforts by other media
companies to target the Hispanic population.

Univision's B3 CFR reflects its strong and leading market position
in Spanish-language media within the U.S. and good intermediate-
term growth prospects tempered by its very high leverage,
vulnerability to cyclical advertising and refinancing risk
associated with its debt maturities. Growth prospects supported by
Hispanic demographic trends and the market position, as well as
strong operating margins lead to good unlevered cash flow
generation. The risk of a restructuring of its highly leveraged
balance sheet nevertheless remains elevated, particularly if
economic conditions were to weaken. Moody's believes Univision has
adequate liquidity through 2013, although the covenant cushion is
likely to diminish when the net senior leverage covenant steps
down to 9.25x from 10.25x in December 2012 or if the economy
weakens. The company is dependent on access to capital to
refinance $6 billion of 2016.2017 maturities. Moody's does not
believe Univision will generate sufficient free cash flow to
retire the debt at maturity, and its ability to refinance will
depend on three major unknowns: credit market conditions,
Univision's leverage position, and level of free cash flow
generation.

The proposed 2022 notes are guaranteed by Univision's domestic
operating subsidiaries and Broadcast Media Partners Holdings, Inc.
(Univision's parent) and are secured by a first lien on
substantially all of the assets of Univision and its subsidiaries
that secure the company's $6.1 billion senior secured credit
facility, $1.2 billion 6.875% senior notes due 2019 and $750
million 7.875% senior notes due 2020 (2020 notes). Moody's ranks
the credit facility, 2022 notes, 2020 notes, and 2019 notes the
same in its loss given default notching methodology based on the
instruments' pari passu first lien senior secured claims. The
credit facility nevertheless contains covenants that could improve
recovery prospects relative to the notes.

The principal methodology used in rating Univision was the Global
Broadcast and Advertising Related Industries Methodology published
in May 2012. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Univision, headquartered in New York, is the leading Spanish-
language media company in the United States. Revenue for last
twelve months ended 6/30/12 was approximately $2.34 billion.


UNIVISION COMMUNICATIONS: S&P Rates $500MM Sr. Secured Notes 'B+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned ratings to the
proposed $500 million senior secured notes due 2022 of New York
City-based Spanish language TV and radio broadcaster Univision
Communications Inc. "We assigned the proposed senior secured notes
an issue-level rating of 'B+' (one notch above our 'B' corporate
credit rating on the company). We also assigned this debt a
recovery rating of '2', indicating our expectation of substantial
(70% to 90%) recovery for lenders in the event of a payment
default," S&P said.

"The corporate credit rating on New York-based Univision
Communications Inc., the leader in U.S. Hispanic media, reflects
the company's steep debt leverage and weak interest coverage
because of its 2007 LBO, advertising pricing that is not
commensurate with its audience share, and weak trends in radio
advertising," said Standard & Poor's credit analyst Jeanne
Shoesmith. "We regard Univision's financial risk as 'highly
leveraged,' (based on our criteria), because of the company's high
lease-adjusted debt to EBITDA of 12.2 as of June 30, 2012.
Leverage increases slightly to 12.3x pro forma for the proposed
transaction. Univision's business risk is 'satisfactory,'
supported by its position as the market-leading U.S.-based
Spanish-language TV and radio broadcaster. We expect Univision to
maintain 'adequate' liquidity, supplemented by positive
discretionary cash flow, despite leverage remaining very high. The
company faces meaningful refinancing hurdles, with more than half
of its debt, roughly $5.6 billion, maturing in 2017. Univision's
ability to refinance its 2017 maturities will likely rely on its
ability to pay down debt and grow EBITDA over the next five
years."

"Univision's operations include TV and cable networks and TV
station groups, radio stations, and online initiatives. It is the
largest Spanish-language radio broadcaster in the U.S. Univision's
market-leading position relies on its popular prime-time
programming under a favorable low-cost, long-term contract with
Grupo Televisa S.A. The Univision network reaches virtually all
U.S. Hispanic households, and often generates audience ratings
higher than some of the four major English-language TV networks.
Univision has not narrowed the gap between Spanish language and
English language advertising rates for several years, but revenue
and EBITDA growth has been sustained by an increase in advertising
sales volumes and higher retransmission fees from multichannel
video providers," S&P said.


USEC INC: S&P Cuts Corporate Credit Rating to 'CCC'; Outlook Neg
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Bethesda, Md.-based USEC Inc., including the corporate credit
rating to 'CCC' from 'CCC+'. The outlook is negative.

"We also lowered our issue-level rating on the senior convertible
notes due October 2014 to 'CC' from 'CCC-'. The recovery rating
remains '6', indicating our expectation for negligible (0% to 10%)
recovery in the event of a payment default," S&P said.

"At the same time, we removed all of the USEC-related ratings from
CreditWatch, where we placed them with negative implications on
May 15, 2012, to reflect the continued uncertainty regarding
whether USEC Inc. can secure the second phase of funding for a
research, development, and demonstration program prior to a
conditional commitment for a loan guarantee," S&P said.

"The downgrade reflects our assessment of USEC's long-term
viability after the company publicly stated that it will be
difficult to continue enrichment operations at the Paducah Gaseous
Diffusion Plant after a one-year multiparty agreement to extend
operations expires in May 2013," said Standard & Poor's credit
analyst Maurice S. Austin. "This reflects the near-term supply and
demand imbalance related to the 2011 earthquake and tsunami that
severely damaged four nuclear reactors in Fukushima, Japan. The
company has also publicly stated that it may pursue discussions
with certain creditors and key stakeholders regarding ways to
improve its capital structure, including the potential
restructuring of its balance sheet," S&P said.

"In addition, USEC is working with customers to advance sales
orders to accelerate the receipt of cash and enhance its liquidity
position, which we consider to be 'less than adequate.' The
advancement of orders effectively accelerates receipt of cash from
such advanced sales, although the amount of cash and profit
received from such sales may be reduced because of the terms
it agreed upon with customers in connection with advancement.
However, due to the increase of supply from the Japanese incident,
USEC has not been able to replace many of the order advancements
with additional sales. This has reduced its sales backlog, which
we expect will negatively affect future sales," S&P said.

"The downgrade also reflects our assessment of the delay and
uncertainty surrounding the approval of the company's U.S.
Department of Energy's (DOE's) loan guarantee application, which
is affecting the company's ability to fund a new, more cost-
effective technology (the American Centrifuge Plant {ACP}).
Instead of moving forward with a conditional commitment for a loan
guarantee, the DOE proposed a $350 million two-year cost share
research, development, and demonstration (RD&D) program for the
project to enhance the technical and financial readiness of the
centrifuge technology for commercialization. The DOE has not yet
authorized the remaining funding of $192.3 million and is subject
to the availability of congressional appropriations. Even if
funding for the RD&D program is included in fiscal 2013
appropriations legislation, USEC will need additional funding to
complete the RD&D program. If USEC is unable to secure funding for
the RD&D program beyond November 2012, we would expect USEC to
begin demobilizing the project," S&P said.

"The rating on USEC reflects the combination of what Standard &
Poor's considers to be USEC's 'highly leveraged' financial risk
profile and 'vulnerable' business risk profile. These assessments
incorporate the challenges that the company faces from an
intensely competitive market for uranium enrichment; the
uncertainty regarding the success of financing the RD&D program to
enhance the technical and financial readiness of the centrifuge
technology for commercialization; limited operating diversity,
given that half of its supply comes from its single-site uranium
enrichment operating facility; and 'less-than-adequate' liquidity.
Still, USEC benefits from its position as the U.S. government's
executive agent for the Megatons to Megawatts program, a 20-year
$8 billion commercially funded nuclear nonproliferation initiative
of the U.S. and Russian governments. The rating and outlook
reflect our assessment regarding the long-term viability of USEC's
enrichment operations and the approval of USEC's loan guarantee
application with the U.S. DOE," S&P said.

"The negative outlook reflects our view that near-term industry
fundamentals will continue to affect operating performance as USEC
faces competitive pressures with an oversupplied market and the
continued delay of the DOE loan guarantee, calling into question
USEC's long-term viability as a going concern," S&P said.

"We could lower the rating on the company if USEC is unsuccessful
in securing the necessary capital to complete the RD&D program for
the American Centrifuge technology, if the NYSE delists the stock,
or if there is a significant deterioration in its credit facility
availability such that availability declines below $45 million or
its borrowing base collateral declines below $350 million and is
maintained below this level," S&P said.

"We could raise the rating if USEC is approved for the DOE loan
guarantee program and the company obtains additional financial
support via strategic alternatives," S&P said.


VALENCE TECHNOLOGY: Asks Court to OK William R. Patterson as CRO
----------------------------------------------------------------
Valence Technology, Inc., asks for authorization from the U.S.
Bankruptcy Court for the Western District of Texas to employ
William R. Patterson at Bridgepoint Consulting, LLC, as chief
restructuring officer, nunc pro tunc to the Petition Date.

Mr. Patterson will, among other things, perform a financial review
of the Debtor, including an assessment of financial information
pertaining to the Debtor's assets, liabilities, cash flows,
financial statements, budgets, and projections.  Bridgepoint
Consulting will be compensated at these hourly rates:

      CRO                        $300
      Additional Personnel     $60-$350

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


                     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 hometown in
Austin, Texas.  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.


VALENCE TECHNOLOGY: Taps Streusand Landon as Attorney
-----------------------------------------------------
Valence Technology, Inc., asks for authorization from the U.S.
Bankruptcy Court for the Western District of Texas to employ
Streusand, Landon & Ozburn, LLP, as attorneys, nunc pro tunc to
the Petition Date.

Streusand Landon will, among other things, take necessary actions
to protect and preserve the estate of the Debtor, including the
prosecution of actions on the Debtor's behalf, the defense of any
action commenced against the Debtor, the negotiation of disputes
in which the Debtor is involved, and the preparation of objections
to claims filed against the Debtor's estate, for these hourly
rates:

      Sabrina L. Streusand, Partner       $440
      G. James Landon, Partner            $390
      Christopher Ozburn, Partner         $450
      Seth E. Meisel, Associate           $325
      Richard D. Villa, Associate         $280
      Arlana L. Prentice, Paralegal       $175
      Linda Thompson, Paralegal           $175

Streusand Landon received a total retainer of $105,000 from the
debtor prior to the Petition Date.  Of that retainer, $85,000 was
used to pay fees and expenses incurred pre-petition.  As of the
Petition Date, Streusand Landon has a remaining credit balance
held in its trust account in favor of the Debtor for future
professional services to be performed, and expenses incurred, in
the approximate amount of $20,000.

Sabrina L. Streusand, a partner at Streusand Landon, attest to the
Court that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

                     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 petition was
signed by Robert Kanode, CEO.


VANN'S INC: Aug. 29 Hearing in Bankruptcy Case
----------------------------------------------
Tim Trainor at Montana Standard reported that Bankruptcy Judge
John Peterson issued an interim ruling on a number of temporary
motions requested by representatives of Vann's Inc. so the company
can continue to enter contracts with customers, pay credit card
fees and borrow about $500,000 from First Interstate Bank to meet
payroll and pay other short-term debts.

There's a final hearing on Aug. 29 at 11 a.m. in Butte federal
court.

Terms of the DIP agreement were reported in the Aug. 15 edition of
the Troubled Company Reporter.  Pursuant to the Secured
Superpriority Debtor-In-Possession Financing Term Sheet, First
Interstate Bank has committed to provide up to $2 million in
revolving loans.  Vann's has stipulated that it owes First
Interstate Bank $3,986,423 as of Aug. 4, 2012.

According to Montana Standard, Vann's will return $1.5 million
worth of inventory to General Electric Commercial Distributing
Financing Corp., to which Vann's owes about $5 million.

The report relates Jerry McConnell, Vann's chief executive
officer, said customers will see little change in stores now that
it is confirmed that the shelves will be stocked and deliveries
will go as planned.  He noted that the company continues to have
good cash flow and assets that outweigh its debt obligation.

As reported in the Aug. 8 edition of the TCR, Mr. McConnell, who
was named Vann's CEO in mid-June, said in an e-mail message to the
TCR that the remaining stores are still profitable and the company
won't be closing any stores.

According to Montana Standard, Mr. McConnell said a budget calls
for using about $250,000 of the loan from First Interstate to make
payroll and pay other debts for the company in the first few
weeks.  He said after bridging that shortfall, the company looks
to be in good financial standing moving forward.

According to Montana Standard, the report adds the bankruptcy
process could take anywhere from six months to a year, Mr.
McConnell previously told the Missoulian.  As the process goes
forward, the company will attempt to sell off back inventory and
hold "spring cleaning" sales at its retail locations across the
state to right the ship.

                        About Vann's Inc.

Vann's Inc. -- http://www.vanns.com/-- a retailer of appliances
and consumer electronics with five stores in Montana, filed for
Chapter 11 protection (Bankr. D. Mont. Case No. 12-61281) in
Butte, Montana, on Aug. 5, 2012.  The Debtor also owns outdoor
clothing and sports products at http://www.bigskycountry.com/
Vann's is owned by an employee stock ownership plan trust.

Vann's Inc. disclosed assets of $17.6 million and liabilities of
$14.4 million.  Assets include $12.2 million cost-value of
inventory plus $1 million in current accounts receivable.  The
Company owes $4 million to First Interstate Bank.  It also owes
$4.8 million on an inventory loan from GE Commercial Distribution
Finance Corp.

Bankruptcy Judge John L. Peterson presides over the case.  Vann's
hired Perkins Coie LLP's Alan D. Smith, Esq., and Brian A.
Jennings, Esq., as counsel; and Hamstreet & Associates, LLC, as
turnaround and restructuring advisors.

GE Commercial Distribution Finance Corporation is represented by
Gary Vincent, Esq., at Husch Blackwell LLP, and the Law Offices of
John P. Paul, PLLC.  First Interstate Bank, the DIP Lender, is
represented by Benjamin P. Hursh, Esq., at Crowley Fleck PLLP.


WINTDOTS DEVELOPMENT: US Trustee Wants Case Dismissed or Converted
------------------------------------------------------------------
Donald F. Walton, the U.S. Trustee for Region 21, asks the
Bankruptcy Court to convert the Chapter 11 case of Wintdots
Development, LLC, to liquidation under Chapter 7 or, in the
alternative, to dismiss the case.

The U.S. Trustee notes the Debtor has not yet filed a plan or
disclosure statement, and is delinquent in the payment of
quarterly fees due to the U.S. Trustee in an amount estimated to
be not less than $975.

According to the U.S. Trustee, the Debtor's failure to timely file
monthly operating reports, timely file a disclosure statement and
plan, and pay quarterly fees is in violation of its statutory
obligations and constitutes cause for dismissal or conversion of
the case.

The hearing on the motion is scheduled for Sept. 13, 2012, at
10:00 a.m.

                    About Wintdots Development

Wintdots Development, LLC, filed a Chapter 11 petition (Bankr. D.
V.I. Case No. 12-30003) in its hometown in St. Thomas, Virgin
Islands on March 11, 2011.  The Debtor disclosed $56.42 million in
assets and $10.79 million in liabilities in its schedules.

The Debtor has three properties totaling 21 acres in St. Thomas
that are valued at $56.40 million.  Each of the properties secures
a $9.60 million first lien debt to Kennedy Funding, Inc., and a
$225,000 second lien debt to Marvin & Evelyn Freund.

Delaware bankruptcy judge Mary F. Walrath oversees the case.
Benjamin A. Currence P.C., represents the Debtor.


* Moody's Says Money Market Funds' Credit Profile Deteriorates
--------------------------------------------------------------
The credit profiles of sterling-, euro- and US dollar-denominated
money market funds (MMFs) deteriorated over Q2 2012, said Moody's
Investors Service in its quarterly MMF trend reports published on
August 15, 2012.

The reports, entitled "Sterling Prime Money Market Funds: Q2 2012
Trends", "Euro Prime Money Market Funds: Q2 2012 Trends" and
"US-Dollar Prime Money Market Funds: Q2 2012 Trends" are now
available on www.moodys.com.

Credit pressures on financial institutions in both Europe and the
U.S. significantly affected the rating distribution of euro and
sterling denominated MMFs' underlying assets, with 20% and 18%,
respectively, of these funds' investments migrating to A2- from
A1-rated securities.

US dollar MMFs were also negatively affected, though to a lesser
degree, with about 8% of the investments migrating to A2 from A1
or higher rated securities, mostly due to the credit deterioration
of banks and securities firms with global capital markets
operations.

Overall, US MMFs reduced their exposures to European financial
institutions by 20% during Q2, whilst sterling funds reduced their
exposures to European financial institutions by 9% during Q2. Euro
MMFs continued to maintain a relatively short weighted-average
maturity of 37 days on average throughout Q2 2012 and adopted very
cautious strategies, investing 55% of their assets in securities
with maturities below one month.


* Sheppard Mullin Taps Cheong for Beijing Finance, Bankr. Office
----------------------------------------------------------------
Simon Kai-Tse Cheong has joined Sheppard, Mullin, Richter &
Hampton LLP as a partner in the firm's Corporate and Finance and
Bankruptcy practice groups, based in the firm's Beijing office.
Cheong joins from the Chinese law firm Zhong Lun in Beijing.

Cheong has more than 16 years experience advising multinational
companies and financial institutions on cross-border M&A and
financing matters.  In addition to his private practice
experience, Cheong served as senior counsel for the World Bank
Group's International Finance Corporation (IFC) and was
responsible for managing the IFC's legal activities in mainland
China.  Simon's representative clients have included major
multilateral and government institutions such as the IFC, China-
ASEAN Investment Cooperation Fund, the Swedish Export Credit
Corporation, KfW IPEX-Bank, and the Government of Singapore
Investment Corporation.

"Simon's practice straddles corporate and finance matters, two
areas that Sheppard Mullin has significantly developed
specialties.  His knowledge and experience is both complementary
and supplementary to our existing practices, especially given his
significant project finance and commercial finance expertise that
is a great addition to our Beijing office," said Guy N. Halgren,
chairman of Sheppard Mullin.

"Sheppard Mullin is a top-tier full service firm that offers an
excellent international platform to provide sophisticated global
services to clients in Asia.  I am impressed by the firm's
strategic vision, and look forward to working closely with my new
partners in China," Cheong commented.

Cheong is one of the few lawyers in China to have worked on RMB
"Dim Sum Bond" issues in Hong Kong, and specializes in advising
clients on cross-border regulatory matters associated with raising
RMB funds outside of China for reinvestment into mainland China.
He also advised IFC on its RMB 1.13 billion "Panda Bond" issuance
in China, which was the first of its kind for any foreign
financial institution in China.

Cheong received his Bachelor of Laws in 1995 and Bachelor of
Economics in 1993 from the University of Sydney.

           About Sheppard, Mullin, Richter & Hampton LLP

Sheppard Mullin is a full service Global 100 firm with close to
600 attorneys in 15 offices located in the United States, Europe
and Asia.  Since 1927, companies have turned to Sheppard Mullin to
handle corporate and technology matters, high stakes litigation
and complex financial transactions.  In the U.S., the firm's
clients include more than half of the Fortune 100.

            About Sheppard Mullin Richter & Hampton LLP

Based in Los Angeles, California, Sheppard Mullin Richter &
Hampton LLP -- http://www.sheppardmullin.com/-- is a full service
AmLaw 100 firm with more than 520 attorneys in 10 offices located
throughout California and in New York, Washington, D.C. and
Shanghai.  The firm's California offices are located in Los
Angeles, San Francisco, Santa Barbara, Century City, Orange
County, Del Mar Heights and San Diego. Founded in 1927 on the
principle that the firm would succeed only if its attorneys
delivered prompt, high quality and cost-effective legal services,
Sheppard Mullin provides legal counsel to U.S. and international
clients.  Companies turn to Sheppard Mullin to handle a full range
of corporate and technology matters, high stakes litigation and
complex financial transactions.  In the U.S., the firm's clients
7include more than half of the Fortune 100 companies.


* Sheppard Mullin Opens Seoul Office, Its 16th Location
--------------------------------------------------------
Sheppard, Mullin, Richter & Hampton LLP disclosed the opening of a
Seoul office in the Mirae Asset CENTER.  The new office, which is
the firm's sixteenth location, opens following last month's Korean
Bar Association registration of the firm's foreign legal
consultant office in Seoul, the final regulatory step needed by
the firm to open a Korean office. Sheppard Mullin is among the
first three law firms in the United States and the European Union
approved to open in Korea.

Partner Seth (Byoung Soo) Kim, previously based in Sheppard
Mullin's New York and Los Angeles offices and chair of the firm's
Korea practice, is the administrative partner of the Seoul office.
Partners Gary Halling and Ken Carl will be integral members of the
Korea team and will anchor the U.S.-side of the firm's practice
from their offices in San Francisco and Los Angeles, respectively.

"Aug. 16 marks an important milestone for Sheppard Mullin.  We are
honored to be among the first firms approved and opening an office
in Korea.  Establishing a Seoul presence is a strategic step in
growing and strengthening the firm's global footprint, especially
in Asia.  Many of our clients have Korean operations and it makes
sense for us to establish a presence in Seoul to provide the
support and guidance that our clients require," said Guy Halgren,
chairman of Sheppard Mullin.

"I am excited to be back in Korea.  I look forward to leading the
Seoul office and working more closely with my Korean clients.
Sheppard Mullin has long-standing ties with Korean clients and we
are committed to those relationships and growing the new office.

Initially the office will leverage the success of our finance,
corporate, antitrust, IP and entertainment practices, and help us
serve current and future clients," Kim commented.

Sheppard Mullin's Korea-based clients include Samsung, Hyundai
Motor, Korea Development Bank, Kookmin Bank, Hana Bank, Woori Bank
and Shinhan Bank.

Kim is a member of Sheppard Mullin's Finance and Bankruptcy
practice group. He specializes in commercial law, bankruptcy, bank
regulatory matters, and bank acquisition transactions.  Kim is a
graduate of Seoul National University.

Halling is Sheppard Mullin's Antitrust and Trade Regulation
practice group leader.  He specializes in international antitrust
and unfair competition matters, and has extensive experience in
civil and criminal antitrust proceedings involving both federal
and state enforcement agencies.  Halling is a former Trial
Attorney at the Department of Justice, Antitrust Division in
Washington, D.C.

Carl is a member of the Finance and Bankruptcy practice group. He
specializes in banking law and corporate finance, advising lenders
and borrowers in financing transactions and bank clients in
regulatory matters.  Carl represents a number of major Korean and
U.S. financial institutions and companies, including several S&P
500 members.

           About Sheppard, Mullin, Richter & Hampton LLP

Sheppard Mullin is a full service Global 100 firm with close to
600 attorneys in 16 offices located in the United States, Europe
and Asia. Since 1927, companies have turned to Sheppard Mullin to
handle corporate and technology matters, high stakes litigation
and complex financial transactions. In the U.S., the firm's
clients include more than half of the Fortune 100. For more
information, please visit www.sheppardmullin.com .

            About Sheppard Mullin Richter & Hampton LLP

Based in Los Angeles, California, Sheppard Mullin Richter &
Hampton LLP -- http://www.sheppardmullin.com/-- is a full service
AmLaw 100 firm with more than 520 attorneys in 10 offices located
throughout California and in New York, Washington, D.C. and
Shanghai.  The firm's California offices are located in Los
Angeles, San Francisco, Santa Barbara, Century City, Orange
County, Del Mar Heights and San Diego. Founded in 1927 on the
principle that the firm would succeed only if its attorneys
delivered prompt, high quality and cost-effective legal services,
Sheppard Mullin provides legal counsel to U.S. and international
clients.  Companies turn to Sheppard Mullin to handle a full range
of corporate and technology matters, high stakes litigation and
complex financial transactions.  In the U.S., the firm's clients
7include more than half of the Fortune 100 companies.


* BOOK REVIEW: Corporate Venturing -- Creating New Businesses
-------------------------------------------------------------
Authors: Zenas Block and Ian C. MacMillan
Publisher: Beard Books, Washington, D.C. 2003
(reprint of 1993 book published by the President and Fellows of
Harvard College).
List Price: 371 pages. $34.95 trade paper, ISBN 1-58798-211-0.

Creating new businesses within a firm is a way for a company to
try to tap into its potential while at the same time minimizing
risks.  A new business within a firm is like an entreprenuerial
venture in that it would have greater flexibility to
opportunistically pursue profits apart from the normal corporate
structure and decision-making processes.  Such a business is
different from a true entrepreneurial venture however in that the
business has corporate resources at its disposal.  Such a company
business venture has to answer to the company management too.
Corporate venturing--to use the authors' term--offers innovative
and stimulating business opportunities.  Though venturing is in a
somewhat symbiotic relationship with the parent firm, the venture
would never threaten to ruin the parent firm as a entrepreneur
might be financially devastated by failure.

Block and MacMillan contrast an entreprenuerial enterprise with
their subject of corporate venturing, "When a new entrepreneurial
venture is created outside an existing organization, a wide
variety of environmental factors determine the fledgling
business's survival.  Inside an organization . . . senior
management is the most critical environmental factor."  This
circumstance is the basis for both the strengths and limitations
of a corporate venture.  In their book, the authors discuss how
senior management working with the leadership of a corporate
venture can work in consideration of these strengths and
weaknesses to give the venture the best chances for success.  If
the venture succeeds beyond the prospects and goals going into its
formation, it can always be integrated into the parent company as
a new division or subsidiary modeled after the regular parts of a
company with the open-ended commitment, regular hiring practices,
and reporting and coordination, etc., going with this. As covered
by the authors, done properly with the right commitment, sense of
realism and practicality, and preliminary research and ongoing
analysis, corporate venturing offers a firm new paths of growth
and a way to reach out to new markets, engage in fruitful business
research, and adapt to changing market and industry conditions.
The principle of corporate venturing is the familiar adage,
"nothing ventured, nothing gained."  While it is improbable that a
corporate venture can save a dying firm, a characteristic of every
dying firm is a blindness about venturing.  Just thinking about
corporate ventures alone can bring to a firm a vibrancy and
imagination needed for business longevity.

Ideas, insights, and vision are the essence of corporate
venturing.  But these are not enough by themselves. Corporate
venturing is based as much on the right personnel, especially the
top leaders.  The authors advise to select current employees of a
firm to lead a corporate venture whenever feasible because they
already have relationships with senior management who are the
ultimate overseers of a venture and they understand the corporate
culture.  In one of their several references to the corporate
consultant and motivational speaker Peter Drucker, the authors
quote him as identifying only half jokingly the most promising
employees to lead the corporate venture as "the troublemakers."
These are the ones who will be given the "great freedom and a high
level of empowerment" required to make the venture workable and
who also are most suited to "adapt rapidly to new information."
Such employees for top management of a venture are not entirely on
their own.  The other side of this, as Brock and MacMillan go
into, is for such venture management to earn and hold the trust
and confidence of the firm's top management and work within the
framework and follow the guidelines set for the venture.

Corporate venturing is an operation which is a hybrid of the
standard corporate interests and operations and an independent
business with entrepreneurial flexibility mainly from focus on one
product or service or at most a few interrelated ones, simplified
operations, and streamlined decision-making.  From identifying
opportunities and getting starting through the business plan and
corporate politics, Brock and MacMillan guide the readers into all
of the areas of corporate venturing.

Zenas Block is a former adjunct professor with the Executive MBA
Program at the NYU Stern School of Business.  Ian C. MacMillan is
associated with Wharton as a professor and a director of a center
for entrepreneurial studies.



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***