TCR_Public/120822.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, August 22, 2012, Vol. 16, No. 233

                            Headlines

1717 MARKET: Sec. 341 Creditors' Meeting Set for Sept. 5
2279-2283 THIRD: Files Schedules of Assets and Liabilities
ACCO BRANDS: Moody's Affirms 'Ba3' CFR; Outlook Negative
ADAMSON APPAREL: Committee Loses Bid to Recoup $4-Mil.
ADVANCED MOLECULAR: Case Summary & Largest Unsecured Creditor

ADVANCED MOLECULAR: Voluntary Chapter 11 Case Summary
AFA INVESTMENT: Wants to Pay Employee Bonuses During Transition
AFFINION GROUP: S&P Puts 'B' Corp. Credit Rating on Watch Negative
AGUA CALIENTE: Fitch Affirms 'BB' Rating on Revenue Bonds
AIRTRONIC USA: Global Signs Letter of Intent to Buy Business

AMBAC FINANCIAL: Reviewing RMBS Securities, Initiates Litigation
AMERICAN AIRLINES: Renews Request to Scrap Pilots' Contract
AMERICAN AIRLINES:: FAs' Vote Pressures Pilots' Union
AMERICAN AIRLINES: To Make Decision on Merger Within Weeks
AMERICAN AIRLINES: Asks for More Time to Reject 12 Contracts

AMERICAN AIRLINES: Opts to Keep Houston Cargo Facility
AMERICAN NANO: Had $12,500 Net Loss in June 30 Quarter
AMERICAN NATURAL: Sells $2MM Convertible Debenture to Palo Verde
APEX DIGITAL: Cuts Deal With U.S. Trustee on Dismissal Bid
ARRAY BIOPHARMA: Files Form 10-K, Incurs $23.6-Mil. Loss in 2012

ARTE SENIOR: Files Schedules of Assets and Liabilities
ARTE SENIOR: Syble Oliver Appointed as Patient Care Ombudsman
ATLANTIC COAST FINANCIAL: Bank Agrees to Consent Order With OCC
ATP OIL: Credit Suisse, DIP Lenders Want Plan in 11 Months
ATP OIL: Updated Case Summary & Creditors' List

ATP OIL: Moody's Lowers PDR to 'D' on Chapter 11 Filing
BERNARD L. MADOFF: SIPC Cuts Fee Request by Lawyers
BERNARD L. MADOFF: Fights Dismissal of Fraud Suits vs. Foreigners
BERNARD L. MADOFF: Has Deal With NY Atty General on Merkin Case
BERWIND REALTY: Special Counsel OK'd for PMC Avoidance Lawsuit

BIOLIFE SOLUTIONS: CFO's Salary Hiked to $180,000 Per Year
BIOZONE PHARMACEUTICALS: Q1 Net Loss Revised to $9.39-Mil.
BLUE BUFFALO: S&P Gives 'B' Corp. Credit Rating; Outlook Positive
BOSTON GENERATING: Trustee Sues Ex-Parent to Recoup $60 Million
BRANSON HOTELS: Marshall Hotels Adds 2 Receiverships

CAPITAL CITY: Court Dismisses Chapter 11 Case
CCI FUNDING I: Bankr. Court Has Jurisdiction on Trico Dispute
CHAMPION INDUSTRIES: Common Stock Delisted from NASDAQ
CHINA GREEN: Reports $811,291 Net Income in Second Quarter
CHURCH STREET: Robert H. Welhoelter Approved as Co-Counsel

CIG WIRELESS: Had $1.7 Million Net Loss in June 30 Quarter
CLARE OAKS: Court Approves Jones Day as Special Bond Counsel
CLARE OAKS: U.S. Trustee Adds Robert Webb to Creditors' Panel
CLARE OAKS: Use of Cash for $50,000 APA Option Fee Payment Denied
CLIFFS CLUB: Cassidy Not a Creditor, Drops Plan Objection

COMMONWEALTH BIOTECH:: Incurs $119,700 Net Loss in 2nd Quarter
CONSOLIDATED TRANSPORT: Files for Chapter 11 in Indiana
CUMULUS MEDIA: To Issue 35MM Shares Under 2011 Incentive Plan
CYBRDI INC: Had $154,700 Net Loss in Second Quarter
DAVITA INC: S&P Affirms 'BB-' Issuer Credit Rating

DZF PROPERTIES: Chapter 11 Case Dismissed Pending Payment of Fees
DIAL GLOBAL: Had $15.1 Million Net Loss in Second Quarter
DRINKS AMERICAS: To Issue 2 Million Shares Under Incentive Plan
EASTGATE TOWER: Eastgate Hotel Files Ch. 11 With Prepack Plan
EASTGATE TOWER: Case Summary & 20 Largest Unsecured Creditors

EASTMAN KODAK: Again Attacks Apple's Claim to 8 Patents
EAU TECHNOLOGIES: Incurs $563,000 Net Loss in Second Quarter
EC DEVELOPMENT: Had $624,200 Net Loss in Second Quarter
EDIETS.COM INC: Incurs $144,000 Net Loss in Second Quarter
EMMIS COMMUNICATIONS: Agrees to Sell Two Magazines for $9 Million

ENERGY FUTURE: Completes Offering of $850 Million Senior Notes
ENVISION SOLAR: Had $235,400 Net Loss in Second Quarter
EVENSTAR INC: Case Summary & 20 Largest Unsecured Creditors
FANNIE MAE: Amends Preferred Stock Purchase Pact with Treasury
FIBERTOWER NETWORK: Files Schedules of Assets and Liabilities

FLINTKOTE COMPANY: Wants Plan Exclusivity Until Jan. 31
FRESH START: Had $438,500 Net Loss in Second Quarter
GATOR INVESTMENT: Files for Chapter 11 in Gainesville, Fla.
GATOR INVESTMENT: Case Summary & 20 Largest Unsecured Creditors
GAMMA MEDICA-IDEAS: Case Summary & 9 Largest Unsecured Creditors

GENERAL MOTORS: Again Losing Market Share
GEOMET INC: Common Stock Delisted from NASDAQ Stock Market
GETTY IMAGES: S&P Puts 'BB-' Issuer Credit Rating on Watch Neg
GRESHAM & GRAHAM: Case Summary & 6 Largest Unsecured Creditors
HALLWOOD GROUP: Files Form 10-Q, Had $1.2MM Net Loss in 2nd Qtr.

HEALTHWAREHOUSE.COM INC: To Provide Mail-Order Services to Restat
HIGH UP DAIRY: Owner of Convenience Stores in Va. File Chapter 11
HORIZON VILLAGE: Plan Exclusivity Extended Beyond Confirmation
HORNE INTERNATIONAL: Incurs $506,000 Net Loss in Second Quarter
HOSTESS BRANDS: Teamsters Union Members Will Vote on Final Offer

HOSTESS BRANDS: Plan Filing Exclusivity Extended Nov. 6
HOSTESS BRANDS: Interstate Brands Files Second Amended Schedules
HORIYOSHI WORLDWIDE: Posts $572,900 Net Loss in Second Quarter
HOWREY LLP: Bankruptcy Will Rely on Contingency Fees, Ex-Partners
INCOMING INC: Had $100,300 Net Loss in Second Quarter

INFUSION BRANDS: Vicis Capital Discloses 91.1% Equity Stake
INFUSYSTEM HOLDINGS: CFO J. Foster Has Consulting Agreement
INTELLIGENT COMMUNICATION: Has $474,800 Net Loss in 2nd Quarter
INTERNATIONAL LEASE: Fitch to Rate Senior Unsecured Notes 'BB'
IRONSTONE GROUP: Had $42,100 Net Loss in Second Quarter

IZEA INC: Had $1.8 Million Net Loss in Second Quarter
JENNE HILL: Cambria Associates' John Schnure OK'd as Consultant
KNIGHT CAPITAL: GETCO Owns 37.4% of Class A Common Shares
KNIGHT CAPITAL: Jefferies & Company Owns 46% of Class A Shares
KNIGHT CAPITAL: TD Ameritrade Holds 7.3% of Class A Shares

KNIGHT CAPITAL: Stephen Schwarzman Owns 10.6% of Class A Shares
KNIGHT CAPITAL: Stephens Investments Owns 20-Mil. Common Shares
KNIGHT CAPITAL: Stifel Financial Owns 4.9% of Class A Shares
KRYSTAL INFINITY: May Use Cash, But Can't Pay $150,000 to Bank
KRYSTAL INFINITY: Hiring Levene Neale as Bankruptcy Counsel

LIBERTY MUTUAL: Fitch Affirms Low-B Rating on Three Note Classes
LITHIUM TECHNOLOGY: Delays Form 10-Q for Second Quarter
LOGIC DEVICES: Had $143,900 Net Loss in June 30 Quarter
LSP ENERGY: Settles Turbine Failure Dispute With Insurers for $7MM
MERCY MEDICAL: Fitch Affirms 'BB+' Rating on $75MM Rev. Bonds

MICRON TECHNOLOGY: Moody's Assigns 'Ba3' CFR/PDR; Outlook Stable
MPG OFFICE: Said to Hire Adviser to Sell Biz or Seek Investment
MONTE CRISTO: Case Summary & 3 Largest Unsecured Creditors
MSR RESORT: Selects $1.5B Singapore Fund Offer as Stalking Horse
MSR RESORT: Eastdil Secured Approved as Financing Broker

MSR RESORT: Paulson & Co. and Winthrop Give Up on 4 Resorts
NATIVE WHOLESALE: Sec. 341 Creditors' Meeting Moved to Aug. 29
NATIVE WHOLESALE: Has OK to Hire Phillips Murrah for Oklahoma Case
NORTHAMPTON GENERATING: Makes Fourth Exclusivity Request
NORTHSTAR AEROSPACE: Taps Christopher Picone as Wind Down Officer

NORTHWEST PARTNERS: Fannie Mae Seeks Turnover of Cash Collateral
OCALA FUNDING: $5.2-Mil. DIP Financing Approved on Final Basis
OCALA FUNDING: Neil Luria Approved as Chief Restructuring Officer
OCALA FUNDING: Paul Steven Singerman OK'd as Litigation Counsel
OCALA FUNDING: Proskauer Rose Approved as Bankruptcy Counsel

OCALA FUNDING: Stichte Riedel Approved as Local Counsel
OLD SECOND BANCORP: Reports $1.25-Mil. Net Income in 2nd Quarter
PACIFIC MONARCH: Gibson Dunn OK'd as Reorganization Counsel
PATRICK FARMS: M.D. Ga. Court Confirms Reorganization Plan
PEREGRINE FINANCIAL: Wasendorf Pleads Not Guilty at Arraignment

PLATINUM PROPERTIES: Has Until Oct. 25 to File Reorganization Plan
POWIN CORPORATION: Had $634,500 Net Loss in Second Quarter
PROTECTIVE LIFE: Fitch Puts 'BB+' Rating on $150-Mil. Debt
PULTEGROUP INC: Fitch Affirms Senior Unsecured Ratings at 'BB'
QUALTEQ INC: Hilco Real Approved as Trustee's Real Estate Advisor

R & D DEVELOPMENT: Voluntary Chapter 11 Case Summary
REOSTAR ENERGY: Hatcher & Harris to Defend Inglish Family Suit
RESIDENTIAL CAPITAL: Triaxx Wants Docs From Certificateholders
RESIDENTIAL CAPITAL: FHFA Defends Bid to Access Documents
RG STEEL: Union Agrees to $6.5 Million Settlement on Benefits

RG STEEL: Committee Joins Objection to Motion to Lift Stay
RICHFIELD OIL: Had $864,900 Net Loss in Second Quarter
RITZ CAMERA: Taps Ernst & Young as Tax Service Provider
RITZ CAMERA: Taps Hilco Streambank to Sell Intellectual Property
SAAB CARS: Creditors Committee Taps MBAF CPAs as Financial Advisor
SAN BERNARDINO, CA: Pivotal Hearing May Come at Year End
SANDY CREEK: S&P Cuts Rating on $735-Mil. Secured Facility to 'B+'

SANTA YSABEL: Files List of 20 Largest Unsecured Creditors
SAUK TRAIL: Case Summary & 2 Unsecured Creditors
SEARS HOLDINGS: William Harker Named SHO Board Chairman
SIMCO SALES: Case Summary & 13 Largest Unsecured Creditors
SKINNY NUTRITIONAL: Trim Provides Advance Loan of $270,000

SPECIALTY PRODUCTS: Panel Can Hire Firms to Handle Medical Science
STEREOTAXIS INC: Files Form S-1, Registers 2MM Common Shares
STOCKTON, CA: Calpers Justifies Not Taking Concessions
STRATUS MEDIA: Incurs $3.4 Million Net Loss in Second Quarter
SUPERMEDIA INC: To Combine With Dex Media in Merger of Equals

SUNPEAKS VENTURES: Had $474,100 Net Loss in Second Quarter
SUNRISE REAL ESTATE: To Amend 2011 Report for Accounting Errors
SWISHER HYGIENE: Gets NASDAQ Non-Compliance Notice
SYMS CORP: Ch. 11 Plan Harms Creditor Setoff Rights, IRS Says
SYNAGRO TECHNOLOGIES: S&P Downgrades CCR to 'CCC' Over High Debt

TALON THERAPEUTICS: Issues 60,000 Pref. Stock to Warburg, et al.
TALON THERAPEUTICS: Joseph Landy Discloses 92.3% Equity Stake
TARGETED MEDICAL: Had $2.8 Million Net Loss in Second Quarter
TECHNEST HOLDINGS: MaloneBailey Succeeds Wolf as Accountants
TELETOUCH COMMUNICATIONS: Sells Radio Division to DFW for $1.5MM

THOMPSON CREEK: Inks Copper Sales Agreement with Glencore
TRAFFIC CONTROL: Statewide Holdings Rise as Winning Bidder
TRIDENT MICROSYSTEMS: Trade Creditors Expect Big Payout
TW TELECOM: Moody's Raises Rating on $430MM Bond to 'Ba3'
UNIGENE LABORATORIES: Terminates VP Investor Relations, 4 Others

UNITED COMMERICAL: Case Summary & 8 Largest Unsecured Creditors
VIEW SYSTEMS: Amends 2010 Annual Report to Correct Error
VISUALANT INC: Board of Directors Approves Bylaws Amendment
VWR FUNDING: Moody's Rates $750 Million Notes Offering 'Caa1'
VWR FUNDING: S&P Rates New $750MM Senior Unsecured Notes 'B-'

WATERLOO RESTAURANT: Authorized to Sell Certain Restaurant Assets
ZOOM TELEPHONICS: Had $210,800 Net Loss in Second Quarter
ZYTO CORP: Reports $31,200 Net Income in Second Quarter

* Fitch Says 31 U.S. Issuers at Risk of Repeat Default
* Fitch Says US High Yield Default Rate Falls Back to 2% in July
* Syracuse, N.Y. Seeks Legal Expert's Opinion for Info Purposes

* All Chapter 13 Payments May Go to Debtor's Lawyer
* Legal Name Not Required on UCC Financing Statement

* Upcoming Meetings, Conferences and Seminars

                            *********

1717 MARKET: Sec. 341 Creditors' Meeting Set for Sept. 5
--------------------------------------------------------
The U.S. Trustee for the Western District of Missouri will hold a
meeting of creditors under 11 U.S.C. Sec. 341(a) in the Chapter 11
case of 1717 Market Place, L.L.C., on Sept. 5, 2012, at 1:30 p.m.
at the Jury Assembly Room, 222 N. John Q Hammons Pkwy,
Springfield, Missouri.

1717 Market Place LLC, a grocery-store business, filed for Chapter
11 protection (Bankr. W.D. Mo. Case No. 12-bk-00984) on July 17,
2012, in Springfield, Missouri.  The Debtor estimated assets and
liabilities of at least $10 million.  G&S Holdings LLC owns 98% of
the company and the remaining 2% is owned by J. Scott Schaefer and
Richard T. Gregg, according to court papers.

1717 Market Place said it is a defendant in a lawsuit brought by
Regions Bank in Joplin, Missouri, relating to a promissory note.
The bank is seeking the appointment of a receiver.

David Schroeder Law Offices, P.C., serves as the Debtor's counsel.


2279-2283 THIRD: Files Schedules of Assets and Liabilities
----------------------------------------------------------
2279-2283 Third Avenue Associates LLC filed with the U.S.
Bankruptcy Court for the Southern District of New York its
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets          Liabilities
     ----------------            -----------       -----------
  A. Real Property               $14,000,000
  B. Personal Property              $839,697
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $16,148,374
  E. Creditors Holding
     Unsecured Priority
     Claims                                                 $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $825,618
                                 -----------      ------------
        TOTAL                    $14,839,697       $16,973,992

A copy of the schedules is available at:

         http://bankrupt.com/misc/2279-2283_THIRD_sal.pdf

                   About 2279-2283 Third Avenue

2279-2283 Third Avenue Associates LLC and 2279-2283 Third Avenue
Development LLC sought Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case Nos. 12-13092 and 12-13093) on July 17, 2012.  Third
Avenue Associates owns two contiguous multi residential buildings
located at 2279-2283 Third Avenue, in New York.  Third Avenue
Development is the sole member of Associates.  The Property is
Associate's primary asset, while Development's membership
interests in Associates is its sole asset.

The managing member of each of the Debtors is Michael Waldman.  He
is also the managing member of 3210 Riverdale Associates LLC and
the managing member of the sole member of 3210 Riverdale
Development LLC, other Chapter 11 proceedings currently pending
before the SDNY Court under Case Nos. 12-11286 and 12-11109.

Third Avenue Associates obtained financing from commerce bank of
$14 million and Development obtained mezzanine financing from HSBC
Capital (USA) Inc. in the amount of $6 million.  HSBC refused to
grant additional $700,000 in financing requested by the Debtor to
fund build-outs required by the Internal Revenue Service.

The Commerce note -- which was assigned to TD Bank and then to
LSV-JCR 124th LLC -- was secured by a mortgage on the Properties,
and the HSBC obligation is secured by a mortgage on Associates'
membership interest owned by Development.

The HSBC note matured in 2011 and HSBC called the loan into
default and commenced a foreclosure action.  The state court
entered an order appointing Steven Weiss as receiver of rents.
THSBC has assigned its mezzanine note to LCP-GC LLC.

On July 3, 2012, the Debtors and their two secured lenders, LSV-
JCR 124th LLC and LCP-GC LLC entered into a settlement that
requires the Debtors to transfer ownership of the buildings to the
secured lenders through a Chapter 11 plan.

Judge James Peck oversees the case.  Lawyers at Rattet Pasternak,
LLP, serve as the Debtors' counsel.


ACCO BRANDS: Moody's Affirms 'Ba3' CFR; Outlook Negative
--------------------------------------------------------
Moody's Investors Service revised ACCO Brands Corporation's rating
outlook to negative following recent earnings guidance revision.
The company lowered its 2012 revenue forecast by about $150
million. At the same time, all ratings were affirmed, including
the Ba3 Corporate Family Rating.

"The change in outlook reflects the sudden shift in revenue and
earnings guidance from just a few months ago, which we are
concerned may continue," said Kevin Cassidy, Senior Credit Officer
at Moody's Investors Service. "The fact that the recently-acquired
Mead Business and the Latin America business are performing well
helps, but there is increasing risk as both Europe and the United
States are showing weakness."

Ratings affirmed (no change in LGD assessments):

  Corporate Family Rating at Ba3;

  Probability of Default Rating at Ba3;

  $500 million Senior Unsecured Notes at B1 (LGD 5, 80%);

  $320 million Term Loan A at Ba1 (LGD2, 26%);

  $450 million Term Loan B at Ba1 (LGD2, 26%);

  $250 million Revolver at Ba1 (LGD2, 26%);

  Speculative grade liquidity rating at SGL-2

Rating Rationale

ACCO's Ba3 Corporate Family Rating reflects its size at around $2
billion for the combined company, good product and geographic
diversification, and the expectation for improved financial
performance over the longer term, despite recent weakness in both
Europe and in the United States. The acquisition of the Consumer &
Office Products business from MeadWestvaco ("the Mead Business")
is still expected to improve ACCO's credit metrics over the longer
term, but 2012 will be weaker than previously expected and there
is a risk the expected improvement may be delayed. Debt to EBITDA
was originally projected to be around 4 times by the end of 2012,
but is now likely to be around 5 times. The rating reflects
Moody's expectation that Debt to EBITDA will be reduced to around
4 times over time, but the negative outlook incorporates the risk
that this will take longer than previously expected. The rating
also considers ACCO's increased exposure to the faster growing
emerging markets of Latin America at around 10% of pro forma
sales. The rating incorporates the mature nature of the office and
school supplies industry. ACCO serves a consumable segment, about
60% of which is tied to discretionary consumer spending and a
durable exposure, which is driven more by business spending but is
more vulnerable to cyclicality. Mitigating these factors is ACCO's
solid market position within the office supply product categories,
improved margins through a realignment of its cost structure,
adequate free cash flow generation, commitment to pay down debt
and good liquidity profile. Moody's also considers the relevance
of ACCO to its largest customers as one of only a few global
suppliers of office products.

The negative outlook reflects the risk that the recent soft
consumer spending patterns in Europe and in the United States
persist or get even worse in the near to midterm, further
pressuring revenue, earnings and cash flow.

In addition to possible integration issues, which appear unlikely
based on preliminary results, the rating could be downgraded if
revenue, earnings and cash flow don't improve as Moody's expects.
Key credit metrics driving a potential downgrade would be if EBITA
margins fall to the high single digits or lower for a prolonged
period (expected to be just below 15% proforma at end of 2012) or
if proforma Debt to EBITDA remains above 5 times for a sustained
period (expected to be around 5 times by end of 2012, but falling
below 5 times in 2013).

The rating is unlikely to be upgraded in the near term given the
negative outlook. Over the longer term, the rating could be
upgraded if the combined company outperforms Moody's expectations
for a sustained period. Key credit metrics driving a potential
upgrade are EBITA margins above 15% and Debt to EBITDA below 3
times.

The principal methodology used in rating ACCO was Moody's Global
Consumer Durables 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.

ACCO Brands Corporation is a leading supplier of branded office
products, which are marketed in over 100 countries to retailers,
wholesalers, and commercial end-users. Proforma revenue for ACCO
approximated $2.0 billion for the year ending December 31, 2011.

The Mead Business , located in Dayton, Ohio, is a leading provider
of school, office, and time-management products in North America
and Brazil. It manufactures brands such as At-A-Glance, Day
Runner, Five-Star, Mead, and Hilroy.


ADAMSON APPAREL: Committee Loses Bid to Recoup $4-Mil.
------------------------------------------------------
The Official Committee of Unsecured Creditors of Adamson Apparel,
Inc., lost at the district court level on its attempt to recoup as
a preferential transfer $4,898,934 from Arnold H. Simon, who
guaranteed Adamson Apparel's 2002 secured loan with CIT
Group/Commercial Services, Inc.  District Judge Virginia A.
Phillips upheld a January 2011 bankruptcy ruling that Mr. Simon
waived his subrogation rights, eliminating his status as a
"creditor" for purposes of preference liability.  According to
Judge Phillips, the Bankruptcy Court correctly held that the
$4,989,934 transfer did not constitute a preference under 11
U.S.C. Section 547(b).  The Court also noted Mr. Simon did not
file a proof of claim in the Debtor's case, which effectuated a
complete waiver of claims against the Debtor.

The case before the District Court is The Official Committee of
Unsecured Creditors of Adamson Apparel, Inc., Appellant, v. Arnold
H. Simon, Appellee, Case No. CV 11-01204-VAP (C.D. Calif.).  A
copy of the District Court's Aug. 15, 2012 Order is available at
http://is.gd/N6KLE4from Leagle.com.

Adamson Apparel, Inc., manufactures and sells clothing and
accessories bearing the "Members Only," "Baby Phat," and "XOXO"
trademarks.  Adamson Apparel filed for Chapter 11 bankruptcy
(Bankr. C.D. Calf. Case No. 04-30799) on Sept. 28, 2004.


ADVANCED MOLECULAR: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------------
Debtor: Advanced Molecular Imaging, LLC
        19355 Business Center Drive, Suite 8
        Northridge, CA 91324

Bankruptcy Case No.: 12-17475

Chapter 11 Petition Date: August 20, 2012

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

Debtor's Counsel: Krikor J. Meshefejian, Esq.
                  Ron Bender, Esq.
                  LEVENE, NEALE, BENDER, YOO & BRILL LLP
                  10250 Constellation Blvd, Suite 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  Fax: (310) 229-1244
                  E-mail: kjm@lnbrb.com
                          rb@lnbyb.com

Estimated Assets: $0 to $50,000

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

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Bradley Patt                                     $180,000
5416 Katherine Avenue
Sherman Oaks, CA 91401

The petition was signed by James Calandra, president and chief
executive officer.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Gamma Medica-Ideas (USA), Inc.         12-17469   08/20/12


ADVANCED MOLECULAR: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Advanced Molecular Imaging, Inc.
        19355 Business Center Drive, Suite 8
        Northridge, CA 91324

Bankruptcy Case No.: 12-17479

Chapter 11 Petition Date: August 20, 2012

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

Debtor's Counsel: Krikor J. Meshefejian, Esq.
                  Ron Bender, Esq.
                  LEVENE, NEALE, BENDER, YOO & BRILL LLP
                  10250 Constellation Blvd, Suite 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  Fax: (310) 229-1244
                  E-mail: kjm@lnbrb.com
                          rb@lnbyb.com

Estimated Assets: $0 to $50,000

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by James Calandra, president and chief
executive officer.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Gamma Medica-Ideas (USA), Inc.         12-17469   08/20/12


AFA INVESTMENT: Wants to Pay Employee Bonuses During Transition
---------------------------------------------------------------
AFP Investment inc., et al., ask the U.S. Bankruptcy Court for the
District of Delaware for authorization to offer and pay certain
retention bonuses to a small number of non-insider key employees.

According to the Debtor, during the Chapter 11 cases, they have
sold four of their five facilities.  In connection with the sales
of the Debtors' assets associated with their Texas and
Pennsylvania Facilities, the Debtors and the buyers entered into
transition services agreements.  Pursuant to the TSAs, the Debtors
are required to provide certain transition services to the
applicable buyer for a period of up to 90 days following the
closing of the applicable sale.  The Debtors must maintain
adequate resources to satisfy their obligations under the TSAs --
for which the buyers agreed to pay $180,000 per month for each
month they continue to require support under the TSAs.

The key employees perform all of the roles, including certain
accounting functions, purchasing, and account management, that are
critical to the Debtors' ability to continue operating their
remaining business, administering these cases and maximizing the
value of their estates.

The Debtors seek authorization to offer retention bonuses to these
non-insider key employee in these amounts:

   Chris Aldworth, accounts payable specialist     $10,734
   Kevin Brandis, procurement manager              $19,687
   Dana Fox, customer services representative      $11,440
   Kadie Klump, senior accountant                  $18,750
   Patricia Olivos, treasurer                      $33,750
   Cindy Yanchus, corporate controller             $31,250

A hearing on Aug. 29, 2012, at 10:30 a.m. (E.T.) has been set.
Objections, if any, are due Aug. 22, at 4:00 p.m.

                          About AFA Foods

King of Prussia, Pennsylvania-based AFA Foods Inc. is one of the
largest processors of ground beef products in the United States.
The Company has five processing facilities and two ancillary
facilities across the country with annual processing capacity of
800 million pounds.  AFA has seven facilities capable of producing
800 million pound of ground beef annually.  Revenue in 2011 was
$958 million.

Yucaipa Cos. acquired the business in 2008 and currently owns 92%
of the common stock and all of the preferred stock.

AFA Foods, AFA Investment Inc. and other affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11127) on
April 2, 2012, after recent changes in the market for its ground
beef products and the impact of negative media coverage related to
boneless lean beef trimmings -- BLBT -- affected sales.

Judge Mary Walrath presides over the case.  Lawyers at Jones Day
and Pachulski Stang Ziehl & Jones LLP serve as the Debtors'
counsel.  FTI Consulting Inc. serves as financial advisors and
Imperial Capital LLC serves as marketing consultants.  Kurtzman
Carson Consultants LLC serves as noticing and claims agent.

As of Feb. 29, 2012, on a consolidated basis, the Debtors' books
and records reflected approximately $219 million in assets and
$197 million in liabilities.  AFA Foods, Inc., disclosed
$615,859,574 in assets and $544,499,689 in liabilities as of the
Petition Date.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
members to the official committee of unsecured creditors in the
Chapter 11 cases of AFA Investment Inc., AFA Foods and their
debtor-affiliates.  The Committee has obtained approval to hire
McDonald Hopkins LLC as lead counsel and Potter Anderson &
Corroon LLP serves as co-counsel.  The Committee also obtained
approval to retain J.H. Cohn LLP as its financial advisor, nunc
pro tunc to April 13, 2012.


AFFINION GROUP: S&P Puts 'B' Corp. Credit Rating on Watch Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B' corporate credit rating, on Stamford, Conn.-based Affinion
Group Holdings Inc. on CreditWatch with negative implications.
Total debt was $2.25 billion as of June 30, 2012.

"The CreditWatch placement reflects our concern that weak
operating performance in the second half of 2012 will
significantly narrow the margin of compliance with the credit
agreement's net debt leverage covenant," said Standard & Poor's
credit analyst Hal Diamond.

"Operating performance is under pressure as a result of a slight
decline in membership products revenues stemming from regulatory
uncertainty experienced in the financial services industry, the
company's largest client pool. Overall revenues declined 2.5% in
the second quarter of 2012, while EBITDA was roughly flat. We
believe that EBITDA may decline at a mid-to-high single digit rate
for the full year 2012 as regulatory pressures likely will result
in lower new campaign launches by large financial institution
marketing partners," S&P said.

"Affinion's consolidated lease-adjusted debt-to-EBITDA ratio was
high at 7.2x for the 12 months ended June 30, 2012, and we believe
leverage may approach 8x by year-end 2012. Lease-adjusted EBITDA
coverage of interest expense was thin, at 1.6x for the 12 months
ended June 30, 2012, and we believe coverage may decline to 1.5x
for full-year 2012. Discretionary cash flow was minimal for the 12
months ended June 30, 2012, at roughly 10% of EBITDA, because of
increasing working capital related to recent acquisitions and
higher capital spending. We expect discretionary cash flow to
remain low at roughly 10% of EBITDA in the full year 2012," S&P
said.

"Credit facility financial covenants apply to the Affinion Group
Inc. operating company, and exclude public debt at the Affinion
Group Holdings parent. Pro forma net debt leverage, including the
contribution from recent acquisitions, was 5.22x as of June 30,
2012, compared with a 5.75x covenant, providing a modest 13%
margin of compliance. We expect Affinion's margin of compliance
with its net debt leverage covenant to diminish to the mid-single-
digit percentage area by year-end 2012 because of weaker operating
performance and a slight increase in cash balances. We also expect
Affinion to need an amendment to remain in compliance with the
step-down to 5.25x as of June 30, 2013, unless management executes
it near-term financial strategies," S&P said.

"We will review Affinion's business and financial strategies as
and operating outlook in reassessing our rating. We believe that
ratings downside risk is limited to one notch, to our 'B-'
corporate credit rating," S&P said.


AGUA CALIENTE: Fitch Affirms 'BB' Rating on Revenue Bonds
---------------------------------------------------------
Fitch Ratings has affirmed the Agua Caliente Band of Cahuilla
Indians' Issuer Default Rating (IDR) at 'BB-'. Fitch has also
affirmed Agua's gaming revenue bonds at 'BB.' The Rating Outlook
has been revised to Positive from Stable.

The Rating Outlook to Positive reflects stronger than expected
operating improvement at Agua Caliente's two casino resorts.
Fitch's previous forecast had been anticipating flat revenue
growth with some modest EBITDA expansion from cost cutting
initiatives. Revenue and EBITDA have outperformed this forecast,
with revenue growing in low-to-mid single digit range over the
last three reported quarters ending June 30, 2012. Due to the
expense-side initiatives, revenue flow through to EBITDA has been
meaningful. For the latest-12-month (LTM) period ending June 30,
2012 EBITDA grew 17.9% over the prior year period.

As a result of this improvement, coverage of maximum annual debt
service (MADS) by LTM based EBITDA increased to 2.7x from 2.3x one
year ago and debt/EBITDA ratio improved to 2.3x from 2.9x. These
ratios are now more consistent with the mid-range of 'BB' IDR
category. However, the regional economy remains fragile and there
is potential for competitive pressures to intensify. The
competitive environment has been benign through the downturn and
most tribes in the area have capacity under their state compacts
to expand, which they may consider more as the recovery
progresses. That said, another 6-12 months of stable-to-improving
operating performance could support an upgrade of the IDR to 'BB'
and the revenue bonds to 'BB+'.

Fitch sees limited rating upside in the near term beyond the 'BB'
IDR given the operating risk inherent in gaming operations
concentrated in a limited geographic area. (Although relative to
most other Native American issuers Agua Caliente has a degree of
diversification with casinos in two distinct locations.) The
ratings are also pressured by the lack of transparency regarding
the tribe's financials over the last few years. Fitch does not
have current access to the tribe's financial statements and
management is opaque when discussing the tribe's financial health.
Previously, Fitch was concerned that the tribe was depleting its
reserves during the downturn as casino transfers fell short of the
tribe's per capita payments. According to management the tribe
instituted policies aimed at restoring the reserves but Fitch
cannot verify.

Agua Caliente's sizable annual debt service is also limiting the
upside, as the relatively heavy annual debt burden constrains
coverage and cash flows made available to the tribe. Positively,
the annual principal amortization supports rapid deleveraging of
the credit profile. Coverage is expected to improve markedly by
2016 when a bulk of the tribe's debt matures. Past 2016, debt
service coverage and leverage could be consistent with the higher
end of the 'BB' category but an upgrade of the IDR to investment
grade can be constrained due to the transparency concerns
expressed above and/or potential project expansion plans beyond
Fitch's expectations.

Economy Remains Fragile:

Agua Caliente is susceptible to the local economic conditions,
which remain fragile, particularly in the San Bernardino-Riverside
metro area. The unemployment rate in the metropolitan statistical
area remains high at 12.6% as of June and the foreclosure rate in
Riverside County is still uncomfortably elevated at one out of 182
households filing for foreclosure in July (realtytrack.com). The
broader economic headwinds such as the recent deceleration in U.S.
economic trends, including employment and consumer sentiment, may
exacerbate local conditions.

Tribe's Per Capita Policy Now Sustainable:

The tribe's revenue allocation plan (RAP) calls for an allocation
for economic development (which includes debt service), an
allocation for per capita payments to the members and an
allocation for other tribal expenses (mostly governmental
services). Agua Caliente's gaming operations became pressured
during the recession and scheduled annual amortization payments
began to tick up in calendar years 2009 and 2010. The tribe used
some of its reserves to cover debt service rather than reduce per
capita payments enough to cover the debt service payments
organically from the casino operations. Prior rating actions
reflected Fitch's concern related to reduced tribal liquidity
should this practice continue indefinitely.

The concern was amplified by the lack of financial disclosure by
the tribe. Fitch only receives statements for the gaming
operations and does not have access to the current consolidated
statements of the tribe.

For fiscal 2011 the tribal council voted to set the per capita at
a significantly reduced fixed dollar amount. The surplus between
the RAP-defined per capita allocation and the budgeted per capita
payments was used to make up the shortfall in debt service
allocation and to restore tribal reserves. For 2012, the tribe has
returned to making per capita distributions based on the RAP
allocation; however, the shortfall in debt service is now made up
for by reducing the per capita payment rather than using the
reserves. The tribal reserves can potentially be bolstered to the
extent that the general government allocation exceeds general
government expenditures.

Debt Structure and Liquidity:

All of Agua Caliente's debt is pari passu with respect to
bondholders' security interest in the cash flows of the tribe's
casino gaming operations. The 2003 bonds have the benefit of a
fully funded trustee held debt service reserve fund. There are
also reserve accounts established for the 2006 and 2007 notes but
the tribe can access these funds between quarterly deficiency test
dates.

There is a financial maintenance coverage covenant set at 2.0x of
MADS. A breach of the covenant would be an event of default.
However, Fitch considers this threshold to be high relative to the
agency's rated universe, so obtaining a waiver or an amendment in
case of a breach would not be difficult, in Fitch's view.

There is also an additional debt test limiting debt issuance if
pro forma MADS coverage is less than 2.25x or leverage exceeds
3.0x. There is a $20 million carveout for additional debt. The
tribe's limited capacity to issue pari passu debt supports strong
recovery prospects for the bonds in an event of default and the
one notch positive differentiation from the IDR.

The tribe is required to make mandatory sinking fund payments with
respect to the debt outstanding, so there is low refinancing risk.
Cash at the casinos just meets cage cash and day-to-day operating
needs with the bulk of the tribe's cash kept at the governmental
level. Fitch believes that the tribe's reserves remain sizable but
is not able to verify. The tribe does not have access to external
liquidity, such as a revolving credit facility.

Rating Drivers:

Rating drivers that would result in positive rating pressure
include:

-- Continued growth or stabilization in revenues over the next
    6 to 12 months would likely result in an upgrade of the IDR to
    'BB'.

-- Longer-term further improvement in coverage and leverage
    metrics could lead to an upgrade of the IDR to 'BB+'. Leverage
    is expected to improve in the near-term from debt amortization
    but coverage will remain constrained by a heavy debt service
    schedule, which will ease up around 2016.

There is now considerable cushion for mild-to-moderate operating
deterioration relative to the 'BB-' IDR and the 2.0x MADS coverage
covenant.

Fitch takes the following rating actions on the Agua Caliente Band
of Cahuilla Indians:

  -- IDR affirmed at 'BB-';

  -- Senior Secured Notes due 2015, 2016 and 2021 affirmed at
     'BB';

  -- Revenue Bonds due 2013 and 2018 affirmed at 'BB'.




AIRTRONIC USA: Global Signs Letter of Intent to Buy Business
------------------------------------------------------------
California-based Global Digital Solutions, Inc., signed a letter
of intent to acquire Illinois-Based Airtronic USA, Inc.

Founded in 1990, Airtronic USA is a manufacturer of battlefield
weapons including the MK 777 - a shoulder-fired recoilless rifle -
the RPG-7 rocket launcher, and the M203 grenade launcher, the most
widely used grenade launcher in the world.

The companies have agreed, on an exclusive basis, to enter into
good faith discussions involving a potential strategic combination
in which Airtronic would be acquired by GDSI.  If the acquisition
is completed as expected, Airtronic will continue to operate as a
subsidiary of GDSI.

The exclusive agreement is subject to the completion of due
diligence reviews by both companies and certain other conditions,
including agreement by the United States Bankruptcy Court for the
Northern District of Illinois, Eastern Division.

"This proposed strategic acquisition is extremely exciting for
both GDSI and Airtronic,' said GDSI founder and largest
shareholder Richard J. Sullivan, who will become non-executive
chairman of GDSI after the acquisition is completed.  'I'm looking
forward to finalizing all necessary approvals and working with Dr.
Merriellyn Kett and the entire Airtronic team going forward.

Airtronic has a great track record of manufacturing essential
battlefield weapons for the United States and our allies and is
well-connected with key agencies in the U.S. and around the world.
Working together, I believe GDSI and Airtronic will be a very
powerful combination that fits perfectly into GDSI's evolving
strategy to become a leader in knowledge-based consulting and
security-related solutions in unsettled, complex areas."

Merriellyn Kett, PhD, Airtronic's CEO and President, joined the
company in 2003 as a partner and helped to refocus the business on
several essential battlefield weapons, including the M203 40mm
Grenade Launcher - one of the most widely used grenade launchers
in the world - the .50 cal.  Machine Gun, the MK 19 Grenade
Machine Gun, and most recently the MK 777, a shoulder-fired
recoilless rifle that is light, lethal, and affordable.

Dr. Kett, who has a PhD in analytic philosophy, also commented on
the planned acquisition.  "I believe very strongly that Airtronic
has enormous growth potential and that we provide critically
important small arms for the U.S. military and allied militaries.

I look forward to finalizing this agreement and continuing to
provide strong leadership for Airtronic in the years ahead." Once
the acquisition is finalized, Dr. Kett is expected to continue
serving as CEO of Airtronic.

                 About Global Digital Solutions

Global Digital Solutions (PINKSHEETS:GDSI) is refocusing its
business strategy on providing knowledge-based and culturally
attuned societal consulting and security-related solutions in
unsettled areas.  See http://www.gdsi.co

                       About Airtronic USA

Airtronic USA, Inc., an engineering design and manufacturing
company, was founded in 1990 and incorporated in 1993. Its first
initiative was an investigation of fully non-magnetic electronic
headsets that could be used within Functional Echo-Planner
Magnetic Resonnance systems.

Airtronic is a member of the National Small Arms Technology
Consortium (NSATC) and the largest woman-owned small arms
manufacturing company in the United States.  The company has
received commendations from the US Army Tank, Armaments, and
Automotive Command and the Defense Logistics Agency for the
quality and on-time delivery of its products.

On March 13, 2012 Airtronic was placed into involuntary bankruptcy
by five of unsecured creditors AFCO Products, Total Solutions
Central, Fox Machine & Tool Triple Edge Manufacturing, and Concise
National Components. On May 16, 2012 Airtronic converted the
Chapter 7 bankruptcy case to a Chapter 11 reorganization.

The former president of the company, Robert Walter, surrendered
all of his shares in the company on May 15, 2012, for zero dollars
and has no further role in the company.


AMBAC FINANCIAL: Reviewing RMBS Securities, Initiates Litigation
----------------------------------------------------------------
Ambac Assurance Corporation is currently reviewing certain
residential mortgage-backed securities that are insured by it.
That review includes forensic analyses of loan origination files
and process and a re-underwriting of loans to determine whether
there were breaches of representations and warranties made by the
sponsors of those securities at the time those securities were
issued.

AAC believes, based on its review, that the sponsors of these
securities are obligated to pay sums, which may in certain cases
be material, to the issuers of some or all of the RMBS Securities
or to AAC in respect of those breaches of representations and
warranties.  AAC believes, based on its review and internal
calculations, that any recoveries will vary from security to
security.

The RMBS Securities under review are:

  Bear Stearns Mortgage Funding Trust 2006-AR4, Class A-2
  Countrywide Revolving Home Equity Loan Trust 2004-D
  Countrywide Revolving Home Equity Loan Trust 2004-G
  Countrywide Revolving Home Equity Loan Trust 2004-J
  Countrywide Revolving Home Equity Loan Trust 2004-S
  DSLA Mortgage Loan Trust 2006-AR2
  Greenpoint Mortgage Funding Trust 2005-AR5
  Greenpoint Mortgage Funding Trust 2005-HE3
  Greenpoint Mortgage Funding Trust 2006-AR2
  Structured Asset Mortgage Investment Trust, Series 2006-AR8

In addition, AAC has initiated litigation with respect to a number
of other RMBS securities and may from time to time file further
RMBS securities litigation.

                        About Ambac Financial

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

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

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

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Renews Request to Scrap Pilots' Contract
-----------------------------------------------------------
AMR Corp. again asked a bankruptcy judge for permission to cancel
a collective bargaining agreement with the Allied Pilots
Association.

Judge Sean Lane of the U.S. Bankruptcy Court for the Southern
District of New York previously denied AMR's earlier proposal to
remove all restrictions on its power to furlough pilots and to
outsource flying via code-share agreements with other airlines.

The bankruptcy judge said AMR did not prove that a successful
restructuring depended on being able to end those restrictions,
according to an August 16 report by Bloomberg News.

The Allied Pilots Association has voted to reject a tentative
agreement from AMR earlier this month.  Results of the voting,
held Aug. 8, showed that 2,935 pilots voted for the tentative
agreement, while 4,600 pilots voted against the tentative
agreement.  The APA represents 10,000 pilots.

In the new request filed Friday, AMR removed its prior proposal on
furlough protections while it added a cap on how many code-share
agreements it could enter.

Specifically, the new proposal permits American Airlines Inc., an
AMR subsidiary, to enter new code-sharing agreements with other
domestic carriers and their regional partners if the total number
of air seat miles of all aircraft of the partner carriers on
which the company places the America code during a rolling
12-month period does not exceed 50% of the domestic American
scheduled monthly ASMs during that period.

The new proposal on code-sharing also eliminates the provision
for adding new domestic code-sharing relationships previously
found in the contract.

Judge Lane sided with AMR on the other proposed terms in the
initial request, leaving a second ruling to focus on the new
proposals.  The bankruptcy judge has scheduled a hearing for
September 4, according to an August 17 report by The Wall Street
Journal.

AMR spokesman Bruce Hicks said in an e-mail that the changes
"properly address the court's concern" and that the company will
allow the request to move forward quickly.

According to the WSJ report, the APA said it expects Judge Lane to
approve AMR's second request to cancel the contract.

Meanwhile, the Association of Professional Flight Attendants,
which represents American Airlines' 18,000 flight attendants, were
voting on a new contract.  Balloting was scheduled to conclude
Sunday, according to the report.

Denise Lynn, senior vice president for labor, said members of the
union of flight attendants at American Airlines should not assume
that the bankruptcy judge would prevent the voiding of their
current labor agreement if they reject the latest plan.  She said
the issues raised in Judge Lane's decision are specific to pilots,
Bloomberg News reported.

Two of the Transport Workers Union factions that represent
mechanics and store clerks at American have already ratified new
contracts that include givebacks, according to the Bloomberg
report.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES:: FAs' Vote Pressures Pilots' Union
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the flight attendants' union at American Airlines
Inc. voted to ratify a new contract, leaving only the pilots
without a consensual collective-bargaining agreement.

According to the report, the pilots this month voted down a
contract negotiated by their leadership.  The bankruptcy judge
then filed a lengthy opinion describing two changes that AMR
Corp., the airline's parent company, needed to make so the revised
contract would pass muster with the court.

The report relates that AMR responded by making the necessary
changes and arranging a Sept. 4 hearing, where it will ask the
bankruptcy judge to impose a new collective-bargaining agreement
on the Allied Pilots Association.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: To Make Decision on Merger Within Weeks
----------------------------------------------------------
AMR Corp.'s chief executive said the company is in the middle of
reviewing strategic options that include a merger and will likely
make a decision within weeks, according to an August 12 report by
Chicago Tribune.

American Airlines Inc., an AMR subsidiary, has begun reviewing
strategic alternatives including a merger with US Airways Group
Inc. to determine whether merging with a rival will generate more
in recoveries for its creditors than going it alone.

In an interview with Financial Times, AMR CEO Tom Horton said a
possible merger with US Airways "may be an attractive option
under the right circumstances."

"Our view (earlier this year) was not that that combination was
unwise.  It was that that was not the right time to discuss it,"
the Financial Times quoted Mr. Horton as saying.

Mr. further said there were potentially meaningful revenue
synergies from a combination with US Airways but stressed that
other combinations would be considered and that remaining
independent was also an option.

Meanwhile, The American Antitrust Institute and the Business
Travel Coalition called the potential merger of American Airlines
and US Airways "troubling."

In a report sent to the U.S. Department of Justice, which may
probe the possible anti-competitive effects of combining the two
airlines, the groups said the merger could eliminate competition
on key flight routes and raise prices for consumers, Law360
reported.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Asks for More Time to Reject 12 Contracts
------------------------------------------------------------
AMR Corp. has filed a motion asking the U.S. Bankruptcy Court for
the Southern District of New York to give the company additional
time to decide on whether to assume or reject 12 contracts.

The contracts include leases for nonresidential real properties
that American Airlines Inc. and American Eagle Airlines Inc.
entered into with airport authorities.  A list of the leases is
available at http://bankrupt.com/misc/AMR_12Leases081412.pdf

AMR lawyer Stephen Youngman, Esq., at Weil Gotshal & Manges LLP,
in New York, said the proposed extension is "appropriate to
preserve value for all stakeholders."

"The leases directly affect the debtors' business operations and
reorganization because the majority of the leases are related to
the debtors' airport and flight service operations," Mr. Youngman
said in court papers.

Mr. Youngman will present the motion to Judge Sean Lane today,
Aug. 22.  Objections were due Aug. 21.

               Court Gives AMR More Time to Assume
                       or Reject 15 Leases

In a related development, the bankruptcy court issued an order
giving AMR more time to decide on whether to assume or reject 15
nonresidential real property leases.  The contracts include a
maintenance base lease between American Airlines Inc. and Tulsa
Municipal Airport Trust, and various lease contracts between the
airline and the City of Los Angeles.  A list of these contracts is
available without charge at:

       http://bankrupt.com/misc/AMR_15Leases080812.pdf

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Opts to Keep Houston Cargo Facility
------------------------------------------------------
AMR Corp. has filed a motion seeking court approval to assume a
lease contract between American Airlines Inc. and Aero Houston
East II LP.

American Airlines, an AMR subsidiary, entered into the contract to
lease a cargo facility located at the George Bush Intercontinental
Airport.

Stephen Youngman, Esq., at Weil Gotshal & Manges LLP, in New
York, said the lease is "important" to the company's business
operations and "enhances the value" of AMR estate.

The motion also seeks court permission to assume a lease contract
between Niagara Frontier Transportation Authority and American
Eagle Airlines Inc., another subsidiary.  The lease is for a
nonresidential real property located at Buffalo Niagra
International Airport.

A court hearing to consider the proposed assumption of the two
contracts is scheduled for Aug. 22.

Meanwhile, AMR received a go-signal from Judge Sean Lane to assume
a 1990 lease between American Airlines and the City of Chicago.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN NANO: Had $12,500 Net Loss in June 30 Quarter
------------------------------------------------------
American Nano Silicon Technologies, Inc., filed its quarterly
report on Form 10-Q, reporting a net loss of $12,553 on $77,352 of
revenues for the three months ended June 30, 2012, compared with a
net loss of $157,738 on $3.7 million of revenues for the three
months ended June 30, 2011.

For the nine months ended June 30, 2012, the Company had a net
loss of $1.2 million on $93,857 of revenues, compared with net
income of $2.9 million on $15.9 million of revenues for the nine
months ended June 30, 2011.

The Company did not generate any significant sales for the three
and nine months ended June 30, 2012.  According to the regulatory
filing, the lack of significant revenue in fiscal year 2012 was
due to the fact that when the Company moved its factory site
during the second half of fiscal year 2011 production was
completely suspended.  "Through the date of this report, the
equipment and production line in the new facility is still
undergoing adjustments."

The Company's balance sheet at June 30, 2012, showed $25.0 million
in total assets, $10.0 million in total liabilities, and
stockholders' equity of $15.0 million.

The Company has a working capital deficiency of $4.9 million and
an accumulated deficit of $547,116.

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

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

                       http://is.gd/GeAkSg

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


AMERICAN NATURAL: Sells $2MM Convertible Debenture to Palo Verde
----------------------------------------------------------------
American Natural Energy Corporation entered into a Securities
Purchase Agreement with Palo Verde Acquisitions, LLC, pursuant to
which the Company sold to Palo Verde (1) a $2,000,000 12%
Convertible Debenture due Aug. 13, 2014, and (2) warrants to
purchase up to 20,000,000 shares of common stock of the Company at
an exercise price of US$0.23 per share and expiring on Aug. 13,
2014.  The aggregate consideration paid to the Company by Palo
Verde for the Palo Verde Debenture and the Warrants was
$2,000,000.  The obligations of the Company to Palo Verde under
the Palo Verde Debenture are unsecured obligations of the Company.

Interest on the outstanding principal amount of the Palo Verde
Debenture will accrue at a rate of 12% per annum, and is payable
by the Company on a quarterly basis.  At the Company's election,
interest may be payable by the Company in shares of common stock
of the Company in lieu of cash.

Pursuant to the Palo Verde Purchase Agreement, Palo Verde may
purchase from the Company an additional $1,000,000 12% convertible
debenture and additional warrants to purchase up to 10,000,000
shares of common stock of the Company at an exercise price of
US$0.23 per share for a total payment of an additional $1,000,000.
Prior to the consummation of any such additional purchase and
pursuant to the Palo Verde Purchase Agreement, the Company has
agreed to hold an annual stockholders meeting in 2012 to, among
other things, submit to the stockholders a proposal to permit Palo
Verde to convert the Palo Verde Debenture and exercise the
Warrants without the limitation of the Beneficial Ownership
Limitation.

Pursuant to the Securities Purchase Agreement dated as of Dec. 29,
2011, between the Company and TCA Global Credit Master Fund, LP,
the Company's issuance of the Palo Verde Debenture required the
prior consent of TCA, which the Company received.  Pursuant to the
TCA Purchase Agreement, the Company sold to TCA a $1,000,000
Senior Secured Redeemable Debenture due Dec. 29, 2012.  The
Company received the proceeds of the sale of the TCA Debenture on
Feb. 1, 2012.  Interest on the outstanding principal amount of the
TCA Debenture accrues at a rate of 5% per annum, and is payable by
the Company on a monthly basis.  Principal payments in the amount
of US$83,333.33 are also required to be made monthly. The Company
may, at its option, redeem the TCA Debenture at any time prior to
maturity for an amount equal to the sum of the amount of principal
then outstanding, all accrued interest and a redemption premium of
7% of the amount of principal then outstanding.  The TCA Debenture
contains customary events of default, affirmative covenants and
negative covenants.

                        Two Directors Resign

On Aug. 13, 2012, both Mr. Bennett Shelton and Mr. William Grant
resigned from their position as members of the board of directors
of the Company.

In connection with the closing of the Palo Verde Purchase
Agreement, the board of directors of the Company agreed with Palo
Verde to fill three of the vacancies on the board with individuals
selected by Palo Verde.  On Aug. 13, 2012, Palo Verde recommended
each of Mr. Douglas B. MacGregor, Mr. James L. Ferraro and Mr.
William Yuan to fill those vacancies and the board of directors of
the Company elected each such individual to fill a vacancy on the
board until the next annual meeting of shareholders of the Company
and until such individual's respective successor is duly elected
and qualifies, unless such individual sooner dies, retires or
resigns.  None of the new board members have been appointed to the
Company's Audit Committee; however, it is anticipated that one or
more of the new board members will be appointed to the Audit
Committee in 2012.

On July 31, 2012, Mr. MacGregor purchased from the Company
1,800,000 shares of common stock of the Company at a price of
US$0.06 per share, and Mr. Ferraro purchased from the Company
600,000 shares of common stock of the Company at a price of
US$0.06 per share.

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

                        http://is.gd/1iVJXT

                       About American Natural

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

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

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

The Company's balance sheet at June 30, 2012, showed $17.11
million in total assets, $10.44 million in total liabilities and
$6.67 million in total stockholders' equity.


APEX DIGITAL: Cuts Deal With U.S. Trustee on Dismissal Bid
----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has approved an oral stipulation between Apex Digital Inc.; Peter
C. Anderson, the U.S. Trustee for the Central District of
California; and the Official Committee of Unsecured Creditors, in
order to resolve the U.S. Trustee's motion to dismiss the Debtor's
Chapter 11 case.

Under the terms of the stipulation, the U.S. Trustee's motion is
granted to the limited extent of mandating compliance with United
States Trustee Guidelines.  The Debtor will remain in full and
timely compliance with United States Trustee requirements during
the remaining pendency of the bankruptcy case.  In the event that
the Debtor later fails to be or stay in compliance with United
States Trustee requirements, the U.S. Trustee will provide the
Debtor a written Notice of Deficiency up to a maximum of three
additional occasions.  If the Debtor fails to cure within seven
calendar days after the Notice of Deficiency, the U.S. Trustee may
submit without further hearing, an application, declaration and
proposed order, dismissing this case and granting the United
States Trustee a judgment for any outstanding U.S. Trustee
quarterly fees.

As reported by the Troubled Company Reporter on May 24, the U.S.
Trustee asked the Bankruptcy Court to convert the Chapter 11 case
to one under Chapter 7 or, in the alternative, dismiss the case.
Kenneth G. Lau, Esq., representing the U.S. Trustee, argued that:

     -- no disclosure statement and reorganization plan has been
        filed to date in the Debtor's case;

     -- the Debtor has failed to file monthly operating reports
        since Jan. 31, 2012;

     -- the Debtor has failed to pay the quarterly fees for the
        quarter ended March 31, 2012, amounting to $4,875.  In
        addition, quarterly fees continue to accrue and will be
        due on July 31, 2012.

                       About Apex Digital

Walnut, California-based Apex Digital, Inc., was a leading
producer and seller of consumer electronic products, including
high-definition LCD televisions, home entertainment media devices,
digital set top boxes and lighting products (e.g., solar powered
lights), which are carried and sold in hundreds of retail outlets
nationwide.

Apex Digital filed for Chapter 11 protection (Bankr. C.D. Calif.
Case No. 10-44406) on Aug. 17, 2010.  Juliet Y. Oh, Esq., Lindley
L. Smith, Esq., Philip A. Gasteier, Esq., at Levene, Neale,
Bender, Rankin & Brill LLP, in Los Angeles, California, represent
the Debtor.  In its schedules, the Debtor disclosed $12.8 million
in assets and $27.1 million in liabilities, as of the Petition
Date.

Rosendo Gonzalez was named Chapter 11 examiner in the bankruptcy
case.  Mr. Gonzalez retained C. John M. Melissinos, Esq., at
Davidoff Gold LLP, as counsel.


ARRAY BIOPHARMA: Files Form 10-K, Incurs $23.6-Mil. Loss in 2012
----------------------------------------------------------------
Array BioPharma Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$23.58 million on $85.13 million of total revenue for the year
ended June 30, 2012, a net loss of $56.32 million on $71.90
million of total revenue for the year ended June 30, 2011, and a
net loss of $77.63 million on $53.88 million of total revenue for
the year ended June 30, 2010

The Company's balance sheet at June 30, 2012, showed
$108.07 million in total assets, $193.87 million in total
liabilities, and a $85.80 million total stockholders' deficit.

"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,"
the Company said in its annual report for the year ended June 30,
2012.  "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 up-front 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."

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

                        http://is.gd/Sadtlr

                       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.


ARTE SENIOR: Files Schedules of Assets and Liabilities
------------------------------------------------------
Arte Senior Living LLC filed with the U.S. Bankruptcy Court for
the District of Arizona its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $49,400,000
  B. Personal Property            $2,917,766
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $34,360,943
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $50,353
                                 -----------      -----------
        TOTAL                    $52,317,766      $34,411,296

A copy of the schedules is available for free at
http://bankrupt.com/misc/ARTE_SENIOR_sal.pdf

                     About Arte Senior Living

Arte Senior Living L.L.C. owns and operates an independent and
assisted living facility, known generally as the Arte Resort
retirement community, located at 11415 North 114th Street, in
Scottsdale, Arizona.  The Property consists of approximately
128,514 square feet of rentable living space.  The Property is
managed by Encore Senior Living.

Arte Senior Living filed a Chapter 11 petition (Bankr. D. Ariz.
Case No. 12-14993) in Phoenix on July 5, 2012.  The Debtor
estimated assets and liabilities of $10 million to $50 million.

Judge George B. Nielsen Jr. oversees the case.  John J. Hebert,
Esq., at Polsinelli Shughart, P.C., serves as counsel to the
Debtor.

SMA Portfolio Owner L.L.C. is represented by lawyers at Greenberg
Traurig, LLP.


ARTE SENIOR: Syble Oliver Appointed as Patient Care Ombudsman
-------------------------------------------------------------
The Hon. George B. Nielsen of the U.S. Bankruptcy Court for the
District of Arizona appointed

         Syble Oliver
         Long Term Care Ombudsman
         Department of Economic Security
         Division of Aging and Adult Services
         1789 W. Jefferson S/C 950A
         Phoenix, AZ 85007
         Tel: (602) 542-6454
         E-mail: SOliver@azdes.gov

as patient care ombudsman for Arte Senior Living LLC.

The Court has directed the Ilene J. Lashinsky, U.S. Trustee for
Region 14, to appoint a patient care ombudsman in the Chapter 11
case of the Debtor.

Ms. Oliver, as patient care ombudsman will, among other things:

   1) monitor the quality of patient care provided to patients of
      the Debtor, to the extent necessary under the circumstances,
      including interviewing patients and physicians;

   2) not later than 60 days after the date of this appointment,
      and not less frequently than at 60 day intervals thereafter,
      report to the court after notice to the parties in interest,
      at a hearing or in writing, regarding the quality of patient
      care provided to patients of the debtor; and

   3) if the ombudsman determines that the quality of patient care
      provided to patients of the Debtors is declining
      significantly or is otherwise being materially compromised,
      file with the court a motion or a written report, with
      notice to the parties-in-interest immediately upon making
      the determination.

To the best of U.S. Trustee's knowledge, Ms. Oliver has no adverse
interest against the Debtor or the estate.

                     About Arte Senior Living

Arte Senior Living L.L.C. owns and operates an independent and
assisted living facility, known generally as the Arte Resort
retirement community, located at 11415 North 114th Street, in
Scottsdale, Arizona.  The Property consists of approximately
128,514 square feet of rentable living space.  The Property is
managed by Encore Senior Living.

Arte Senior Living filed a Chapter 11 petition (Bankr. D. Ariz.
Case No. 12-14993) in Phoenix on July 5, 2012.  The Debtor
estimated assets and liabilities of $10 million to $50 million.

Judge George B. Nielsen Jr. oversees the case.  John J. Hebert,
Esq., at Polsinelli Shughart, P.C., serves as counsel to the
Debtor.

SMA Portfolio Owner L.L.C. is represented by lawyers at Greenberg
Traurig, LLP.

The Debtor disclosed $52,317,766 in assets and $34,411,296 in
liabilities as of the Chapter 11 filing.


ATLANTIC COAST FINANCIAL: Bank Agrees to Consent Order With OCC
----------------------------------------------------------------
Atlantic Coast Financial Corporation filed its quarterly report on
Form 10-Q, reporting a net loss of $3.0 million on $5.1 million of
net interest income for the three months ended June 30, 2012,
compared with a net loss of $1.5 million on $5.4 million of net
interest income for the same period last year.

For the six months ended June 30, 2012, the Company had a net loss
of $4.7 million on $10.1 million of net interest income, compared
with a net loss of $4.9 million on $10.7 million of net interest
income for the same period of 2011.

The Company's balance sheet at June 30, 2012, showed
$778.5 million in total assets, $734.5 million in total
liabilities, and stockholders' equity of $44.0 million.

                      Consent Order With OCC

At June 30, 2012 and Dec. 31, 2011, Atlantic Coast Bank was
classified as "well capitalized" under prompt corrective action
requirements.  However, the Bank operates under a Supervisory
Agreement with the Office Thrift Supervision ("OTS"), the
predecessor to the OCC, entered into in December 2010 and also
received an individual minimum capital requirement ("IMCR") from
the OTS on May 13, 2011.  Under the IMCR, the Bank agreed to
achieve and maintain a Tier 1 leverage ratio of 6.25% at June 30,
2011, and 7% at Sept. 30, 2011.  The Bank's Tier 1 (core) capital
to adjusted total assets was 5.36% at June 30, 2012,  and
therefore the Bank is not in compliance with the IMCR.

According to the regulatory filing, in light of the IMCR and the
losses the Company has incurred over the past four years, the
Company's Board of Directors began a review of strategic
alternatives late in 2011, which includes consideration of a
potential business combination, rights offering or other capital-
raising actions.  "This process continues, however, there can be
no assurances as to the outcome of these actions."

On Aug. 10, 2012 the Board of Directors of the Bank agreed to a
Consent order ("the Agreement") with its primary regulator, the
OCC.  The Agreement provides, among others, that by Dec. 31, 2012,
the Bank must achieve and maintain a total risk based capital of
13% of risk weighted assets and Tier 1 capital of 9% of adjusted
total assets.

"If the Bank fails to achieve and maintain the required capital
ratios by Dec. 31,2012, fails to submit a capital plan within 90
days of the date of the Agreement or fails to implement a written
capital plan for which the OCC has provided a written
determination of no supervisory objection, then, at the sole
discretion of the OCC, the Bank may be deemed undercapitalized for
purposes of the Agreement."

"The Agreement replaces and therefore terminates the Supervisory
Agreement entered into between the Bank and the Office of Thrift
Supervision on Dec. 10, 2010."

"As a result of entering into the Agreement to achieve and
maintain specific capital levels, the Bank's capital
classification under the Prompt Corrective Action("PCA") rules
will be lowered to adequately capitalized, notwithstanding actual
capital levels that otherwise may be deemed well capitalized under
such rules."

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

                       http://is.gd/WgxCS1

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

                       http://is.gd/go4mS0

Jacksonville, Florida-based Atlantic Coast Financial Corporation
is the holding company for Atlantic Coast Bank, a federally
chartered and insured stock savings bank.  It is a community-
oriented financial institution serving northeastern Florida and
southeastern Georgia markets through 12 locations, with a focus on
the Jacksonville metropolitan area.


ATP OIL: Credit Suisse, DIP Lenders Want Plan in 11 Months
----------------------------------------------------------
ATP Oil & Gas Corporation disclosed it has negotiated with
existing senior lenders led by Credit Suisse AG, as administrative
agent, a senior secured priming, superpriority debtor-in-
possession term loan facility in an aggregate principal amount of
up to $617,600,000.  The Debtor is seeking emergency consideration
of its request to obtain the DIP financing, pay critical vendors,
and other "first day" motions.

The Debtor says the DIP financing will allow it to quickly
complete the pipeline installation necessary to enable production
at the Clipper Wells, two completed wells in Green Canyon Block
300 in the deepwater Gulf of Mexico.

Despite its best efforts, ATP Oil's ongoing project construction
costs and declining oil prices put it in the untenable position of
running out of cash before it could complete the Clipper Wells
pipeline project and generate the revenues necessary to remedy its
liquidity position.  The Debtor has more than $2 billion of debt
and less than $10 million in cash as of the Petition Date.

Upon interim approval of the DIP financing, the DIP Facility will
provide access to roughly $80 million in incremental liquidity.
The Debtor is also seeking approval to access cash collateral.

ATP Oil said the primary reason for the reorganization began with
the Macondo well blowout in April 2010 and the imposition
beginning in May 2010 of the moratoria on drilling and related
activities in the Gulf of Mexico.  These events prevented ATP from
bringing to production in 2010 and in early 2011 six development
wells that would have added significant production to ATP Oil.  As
of the bankruptcy filing date, three of these wells are yet to be
drilled.

                      Terms of DIP Facility

The Debtor prepetition received five indications of interest from
potential DIP financing provider, although the first lien lenders
and one of the large financial institutions provided DIP term
sheets that met the Debtor's liquidity requirements.  Following
intensive bargaining, the Debtor selected a proposal from the
existing firs lien lenders as the best offer.

The DIP financing consists of (a) a new money term loan facility
in the aggregate principal amount of $250,000,000; and (b) a
refinancing facility in the aggregate principal amount of up to
$367,600,000.  The mechanics of the refinancing facility provide
that for each $1 of commitment of any DIP Lender in respect of the
new money facility, such lender shall be entitled to refinance,
pursuant to a cashless exchange of loans, after giving effect to
the capitalization of the certain fees, $1.471 of loans under the
Debtor's existing first-lien credit facility.

The interest rates under the New Money DIP Facility and
Refinancing Facility will be, at the option of ATP, Adjusted LIBOR
with a 1.50% floor plus 8.50% or at Credit Suisse's Alternate Base
Rate plus 7.50%.

The loans under the New Money Facility will be issued at an
original issue discount of 98.0% of the principal amount thereof,
and the DIP Lenders will be entitled to a commitment fee of 4.25%
per annum on the undrawn amounts thereunder.

Under the terms of the DIP Facility, the DIP Lenders will receive
(i) joint and several superpriority claim status, (ii) a perfected
first priority lien on all property of the Debtor and the Debtor's
estate; (iii) a perfected junior lien on all property of the
Debtor and the Debtor's estate; and (iv) a perfected first
priority, senior priming lien on all property of the Debtor and
the Debtor's estate.  The DIP Facility also is subject to a
customary carve-out of up to $3 million for the payment of
professional fees and fees of the United States Trustee.

The only liens that the DIP Facility seeks to prime would be
liens, if any exist, on prepetition collateral that are junior
thereto (which are already behind nearly $2 billion in secured
debt).

                     One Year to Propose Plan

The DIP facility will mature in 18 months or earlier in an event
of default.

The DIP lenders have required the Debtor to retain an individual
with experience in corporate restructuring and in the oil and gas
industry as chief restructuring officer.  Within 25 days after the
Petition Date, the Debtor is required to file all necessary
pleadings with respect to the retention of the CRO.  Failure to
obtain approval of the CRO retention within 60 days after the
Petition Date is an event of default under the DIP loan.

The DIP facility further requires the Debtor to:

     (i) on or before 330 days after the Petition Date, file a
         Plan of Reorganization and disclosure statement
         acceptable to the DIP Lenders,

    (ii) on or before 375 days after the Petition Date, either
         (x) obtain Bankruptcy Court approval of the disclosure
         statement or (y) obtain approval of bid procedures for
         a sale of the Debtor's assets on terms acceptable to the
         DIP Lenders, or

   (iii) on or before 420 days after the Petition Date, either
         (x) obtain an order confirming the Plan or (y) obtain
         an order approving the asset sale.

Cravath, Swaine & Moore LLP serves as counsel to the DIP Agent.
Netherland Sewell & Associates, Inc., serves as consultants to
CSM.

According to Bloomberg News, ATP said it owes $365 million on a
first-lien loan with Credit Suisse as agent.  There is $1.5
billion on second-lien notes with Bank of New York Mellon Trust
Co. as agent.  In addition, there is $35 million outstanding on
convertible notes and $23.4 million owing to third parties for
their shares of production revenue.  Trade suppliers are owed
$147 million.

Bloomberg also reports that an intercreditor agreement prohibits
the second-lien noteholders from objecting to the new financing.
The agreement also limits the demands that the junior lenders can
make for so-called adequate protection.  ATP said the senior
lenders' collateral is worth more than enough to pay the first-
lien debt in full.

ATP reported a net loss of $145.1 million in the first quarter on
revenue of $146.6 million.  Income from operations in the quarter
was $11.8 million.  For 2011, the net loss was $210.5 million on
revenue of $687.2 million.  The year's operating income was $152.7
million.

The second-lien notes last traded on Aug. 17 for 29.625 cents on
the dollar, according to Trace, the bond-price reporting system of
the Financial Industry Regulatory Authority.  The notes lost 61
percent of their value since May 1.  During the past three years,
ATP's stock traded as high as $23.97 on April 15, 2010.  The
closing price on Aug. 17 was about 46 cents in trading on the
Nasdaq Stock Market.

                           About ATP Oil

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

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


ATP OIL: Updated Case Summary & Creditors' List
-----------------------------------------------
Debtor: ATP Oil & Gas Corporation
        4600 Post Oak Place, Suite 100
        Houston, TX 77027

Bankruptcy Case No.: 12-36187

Chapter 11 Petition Date: Aug. 17, 2012

Court: U.S. Bankruptcy Court
       Southern District of Texas

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

Debtors'
Bankruptcy
Counsel:     Charles S. Kelley, Esq.
             MAYER BROWN LLP
             700 Louisiana Street, Suite 3400
             Houston, TX 77002-2730
             Tel: (713) 238-3000
             Fax: (713) 238-4888
             http://www.mayerbrown.com

                    - and -

             Stuart M. Rozen, Esq.
             Craig E. Reimer, Esq.
             Rue K. Toland, Esq.
             MAYER BROWN LLP
             71 South Wacker Drive
             Chicago, IL 60606
             Tel: (312) 782-0600
             Fax: (312) 701-7711
             http://www.mayerbrown.com

Debtors'
Conflicts
Counsel:     MUNSCH HARDT KOPF & HARR, P.C.

Debtors'
Financial
Advisors:    OPPORTUNE LLP

Debtors'
Investment
Bank:        JEFFERIES & COMPANY

Debtors'
Claims and
Noticing
Agent:       KURTZMAN CARSON CONSULTANTS LLC

Total Assets: $3,638,399,000 as of March 31, 2012

Total Liabilities: $3,485,838,000 as of March 31, 2012

The petition was signed by Albert L. Reese, Jr., chief financial
officer.

ATP Oil & Gas Corporation's List of Its 30 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Bluewater Industries, LP           Trade Debt         $53,813,614
5300 Memorial Drive, Suite 550
Houston, TX 77007

Nabors Offshore Corporation        Trade Debt         $15,425,820
P.O. Box 973531
Dallas, TX 75397

Schlumberger Technology            Trade Debt         $11,993,843
Corporation
P.O. Box 201193
Houston, TX 77216-1193

Greystar Corporation Dept. 132     Trade Debt          $4,883,568
P.O. Box 4346
Houston, TX 77210-4346

Seacor Marine, Inc.                Trade Debt          $4,584,169
P.O. Box 8500-6315
Philadelphia, PA 19178-6315

Hornbeck Offshore Services,        Trade Debt          $3,792,224
LLC
P.O. Box 54863
New Orleans, LA 70154-4863

Harvey Gulf International          Trade Debt          $2,885,134
Marine, Inc.
701 Poydras St. Ste 3700
New Orleans, LA 70139

Bison Capital Corporation          Lawsuit Judgment    $2,766,527
Attn: Jeffrey W. Gutchess, Esq.
111 Brickell Avenue;
Miami, FL 33139

Bristow U.S. LLC                   Trade Debt          $2,742,359
Dept 890149
P.O. Box 120149
Dallas, TX 75312-0149

M-I Swaco, LLC                     Trade Debt          $2,659,471
P.O. Box 200132
Dallas, TX 75320-0132

Era Helicopters LLC                Trade Debt          $1,740,621
Lock Box #3156
P.O. Box 8500-3156
Philadelphia, PA 19178-3156

Seamar Divers, Inc.                Trade Debt          $1,701,430
P.O. Box 740976
Houston, TX 77274

C-Port/Stone LLC                   Trade Debt          $1,469,053
Dept. 211
P.O. Box 4869
Houston, TX 77210-4869

Omega Natchiq                      Trade Debt          $1,270,235
P.O. Box 203320
Dallas, TX 75320-3320

Warrior Energy Services Corp.      Trade Debt          $1,255,717
Dept. 2114
P.O. Box 122114
Dallas, TX 75312-2114

Dril-Quip, Inc.                    Trade Debt          $1,170,422
P.O. Box 973669
Dallas, TX 75397-3669

Apache Corporation                 Contract            $1,118,927
P. O. Box 840094
Dallas, TX 75284-0094

Oceaneering International, Inc.    Trade Debt          $1,065,711
C/O Citibank, N.A.
P.O. Box 7247-8051
Philadelphia, PA 19170-8051

Smith International, Inc.          Trade Debt          $1,012,059
P.O. Box 200760
Dallas, TX 75320-0760

Frank's Casing Crew                Trade Debt          $1,007,852
P.O. Box 51729
Lafayette, LA 70505-1729

Offshore Energy Services Inc.      Trade Debt            $949,898
P.O. Box 53508
Lafayette, LA 70505

Quail Tools, L.L.P.                Trade Debt            $940,672
P.O. Box 10739
New Iberia, LA 70562-0739

Martin Energy Services LLC         Trade Debt            $925,823
Dept. 30616
P.O. Box 11407
Birmingham, AL 35246-3061

PricewaterhouseCoopers LLP         Trade Debt            $900,277
P.O. Box 952282
Dallas, TX 75395-2282

Supreme Service & Specialty        Trade Debt            $886,434
Co., Inc.
204 Industrial Ave. C
Houma, LA 70363

Patton Boggs LLP                   Trade Debt           $831,100
Attn: Mr. Robert P. Thibault
1801 California Street
Suite 4900
Denver, CO 80202

Superior Energy Services, L.L.C.   Trade Debt           $819,895
Dept 2203
P.O. Box 122203
Dallas, TX 75312-2203

Gulf Coast Chemical, LLC           Trade Debt           $784,690
220 Jacqulyn Street
Abbeville, LA 70510

Burnham                            Contract             $700,000
c/o Edward Kovalik (KLR
Group)
510 Madison 10th Floor
New York, NY 10022

Champion Technologies              Trade Debt           $697,277
P.O. Box 2243
Houston, TX 77252-2243


ATP OIL: Moody's Lowers PDR to 'D' on Chapter 11 Filing
-------------------------------------------------------
Moody's Investors Service downgraded the probability of default
rating (PDR) for ATP Oil & Gas Corporations (ATP) to D in response
to the company's announcement on August 17, 2012 that it had filed
voluntary petitions for reorganization under Chapter 11 of the US
Bankruptcy Code. Moody's also lowered the company's Corporate
Family Rating (CFR) and the secured second lien note rating to Ca
from Caa2. The rating outlook was changed to negative.

Ratings Rationale

Shortly following these rating actions, Moody's will withdraw all
of ATP's ratings (refer to Moody's ratings withdrawal policy on
moodys.com).

ATP is seeking Court approval of a debtor in possession (DIP)
financing facility of $617.6 million as it works through the
bankruptcy process. The Ca rating of the 11.875% notes reflects
the noteholders' secured second-lien position and subordinated
claim to ATP's assets under Moody's Loss Given Default (LGD)
Methodology framework. In Moody's LGD waterfall, the proposed
super-priority DIP facility lenders rank first, the secured first-
lien credit facility lenders rank second, followed by the secured
second-lien position of the 11.875% notes.

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

ATP Oil & Gas Corporation (ATP) is a 100% offshore oil and gas
exploration and production (E&P) company based in Houston, Texas.


BERNARD L. MADOFF: SIPC Cuts Fee Request by Lawyers
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Securities Investor Protection Corp. is seeking
reductions to fees requested by the trustee liquidating Bernard L.
Madoff Investment Securities LLC.

According to the report, to receive the Madoff assignment, SIPA
trustee Irving Picard and his principal lawyers from Baker &
Hostetler LLP agreed with SIPC to cut their standard rate by 10%.
When the time came for seeking final approval for fees covering
the period Oct. 1, 2011, through Jan. 31, 2012, the firm
voluntarily cut the fees by an additional $723,000 on top of the
10% reduction that amounted to $5.3 million.

The report relates SIPC reviewed the fee request and decided it
should be reduced by another $1.2 million.  In addition, SIPC told
the bankruptcy judge in a filing last week that an additional 10%
should be held back and paid only later in the case.  Totaling all
the deductions and holdbacks, SIPC recommended that Mr. Picard and
his firm be paid $43.3 million. SIPC recommended that $16 million
held back from previous fee requests be paid at this time.

The report notes that SIPC told the judge that he is obliged to
pay the recommended amounts under a provision in the Securities
Investor Protection Act giving SIPC the right to determine fees in
cases where there is no reasonable expectation for SIPC to recover
the costs of the brokerage liquidation.  The hearing on payment of
fees is set for Aug. 29.  In a brokerage liquidation, expenses are
paid by the SIPC fund and don't come out of the money collected
for distributions to creditors.

                      About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The case is before Hon. Burton Lifland.  The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
US$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.)

The SIPA Trustee has said that as of March 31, 2012, through
prepetition litigation and other settlements, he has successfully
recovered, or reached agreements to recover, more than $9 billion
-- over 50% of the principal lost in the Ponzi scheme by those who
filed claims -- for the benefit of all customers of BLMIS.
The liquidation has so far has cost the Securities Investor
Protection Corp. $1.3 billion, including $791 million to pay a
portion of customers' claims.

Mr. Picard has so far made only one distribution in October of
$325 million for 1,232 customer accounts.  Uncertainty created by
the appeals has limited Mr. Picard's ability to distribute
recovered funds.  Outstanding appeals include the $5 billion
Picower settlement and the $1.025 billion settlement.


BERNARD L. MADOFF: Fights Dismissal of Fraud Suits vs. Foreigners
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Irving Picard, the trustee liquidating Bernard L.
Madoff Investment Securities LLC, is trying to avoid dismissal of
fraudulent-transfer lawsuits against foreigners and has an
agreement to hold up completion of a settlement by the New York
Attorney General.

The report relays that on Aug. 17, Mr. Picard filed his brief in
district court opposing dismissal of dozens of lawsuits filed
against foreigners.  The foreigners contend fraudulent transfer
law can't be applied outside the U.S., thus immunizing them from
being required to return fictitious profits that Madoff paid out
before bankruptcy.  The case will turn on the interpretation given
by U.S. District Judge Jed Rakoff to a 2010 U.S. Supreme Court
decision called Morrison v. National Australia Bank.  Judge Rakoff
removed the lawsuit from bankruptcy court to decide threshold
issues such as the extraterritorial applicability of U.S.
fraudulent transfer law.

According to the report, Mr. Picard contends Morrison isn't
applicable because it involved a lawsuit where a foreign plaintiff
was suing foreign and U.S. defendants regarding securities sold on
foreign exchanges.  He says the Supreme Court didn't intend to
immunize foreigners entirely from being sued under U.S. securities
laws.  Mr. Picard also points to Section 541 of the Bankruptcy
Court where the trustee has power over property of the estate
"wherever located."  Courts, Mr. Picard says, have interpreted the
language as an as indication of congressional intent for U.S.
bankruptcy law to have foreign application.

If foreign defendants are granted dismissal, Mr. Picard argues
that foreigners will be able to receive distributions from U.S.
bankruptcies while being absolved from being required to return
fraudulently transferred property, according to the report.

The report discloses that the foreign defendants will file another
set of papers on Aug. 31.  Judge Rakoff will hold a hearing for
oral argument on Sept. 21.

                      About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The case is before Hon. Burton Lifland.  The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
US$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.)

The SIPA Trustee has said that as of March 31, 2012, through
prepetition litigation and other settlements, he has successfully
recovered, or reached agreements to recover, more than $9 billion
-- over 50% of the principal lost in the Ponzi scheme by those who
filed claims -- for the benefit of all customers of BLMIS.
The liquidation has so far has cost the Securities Investor
Protection Corp. $1.3 billion, including $791 million to pay a
portion of customers' claims.

Mr. Picard has so far made only one distribution in October of
$325 million for 1,232 customer accounts.  Uncertainty created by
the appeals has limited Mr. Picard's ability to distribute
recovered funds.  Outstanding appeals include the $5 billion
Picower settlement and the $1.025 billion settlement.


BERNARD L. MADOFF: Has Deal With NY Atty General on Merkin Case
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Irving Picard, the trustee liquidating Bernard L.
Madoff Investment Securities LLC, won an agreement where New York
Attorney General Eric Schneiderman won't attempt go to ahead with
a $410 million settlement with a Madoff investor named J. Ezra
Merkin.

The report recounts that Mr. Picard sued Mr. Schneiderman in
bankruptcy court on Aug. 1 contending that New York State's top
lawyer is recovering on claims that belong to all Madoff customers
and that only the Madoff trustee can pursue.  Mr. Schneiderman
told Mr. Picard that he intends to have the suit moved from
bankruptcy court to U.S. district court.

According to the report, the agreement requires Mr. Schneiderman
to file his transfer papers by Aug. 31.  The attorney general
agreed that he will not take any steps to carry out the settlement
or transfer any of the $410 million.  In return, Mr. Picard agreed
not to go ahead with a scheduled Aug. 22 hearing for a preliminary
injunction preventing Mr. Schneiderman from completing the
settlement.

The lawsuit with Schneiderman is Picard v. Schneiderman, 12-01778,
(Bankr. S.D.N.Y.)

                      About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The case is before Hon. Burton Lifland.  The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
US$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.)

The SIPA Trustee has said that as of March 31, 2012, through
prepetition litigation and other settlements, he has successfully
recovered, or reached agreements to recover, more than $9 billion
-- over 50% of the principal lost in the Ponzi scheme by those who
filed claims -- for the benefit of all customers of BLMIS.
The liquidation has so far has cost the Securities Investor
Protection Corp. $1.3 billion, including $791 million to pay a
portion of customers' claims.

Mr. Picard has so far made only one distribution in October of
$325 million for 1,232 customer accounts.  Uncertainty created by
the appeals has limited Mr. Picard's ability to distribute
recovered funds.  Outstanding appeals include the $5 billion
Picower settlement and the $1.025 billion settlement.


BERWIND REALTY: Special Counsel OK'd for PMC Avoidance Lawsuit
--------------------------------------------------------------
The Hon. Brian K. Tester of the U.S. Bankruptcy Court for the
District of Puerto Rico granted Berwind Realty, LLC, permission to
employ Fuentes Law Offices as special counsel.

As reported by the Troubled Company Reporter on July 19, 2012,
Noreen Wiscovitch Rentas, Esq., the Chapter 7 Trustee appointed in
the case of PMC Marketing Corp. (Case No. 09-2048), filed on
March 2, 2012, about 124 complaints of avoidable actions.  One of
those complaints is filed by Ms. Rentas against Berwind Realty.
The Debtor's court-appointed counsel is unable to represent the
Debtor in the adversary proceedings since he acted as counsel for
PMC's Chapter 11 proceedings prior to the conversion of that case
to Chapter 7.  Fuentes Law Offices agreed to represent the Debtor
on the basis of a $1,987 retainer, against which Fuentes will bill
on the basis of $200 per hour.

                      About Berwind Realty

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


BIOLIFE SOLUTIONS: CFO's Salary Hiked to $180,000 Per Year
----------------------------------------------------------
The Board of Directors of Biolife Solutions, Inc., increased the
compensation of Daphne Taylor, the Company's Chief Financial
Officer, to $180,000 per year, effective Sept. 1, 2012.

                      About BioLife Solutions

Bothell, Washington-based BioLife Solutions, Inc. develops and
markets patented hypothermic storage and cryo-preservation
solutions for cells, tissues, and organs, and provides contracted
research and development and consulting services related to
optimization of biopreservation processes and protocols.

The Company reported a net loss of $1.95 million in 2011, compared
with a net loss of $1.98 million in 2010.

The Company's balance sheet at March 31, 2012, showed $1.86
million in total assets, $13.29 million in total liabilities and a
$11.43 million in total shareholders' deficiency.

Following the 2011 results, Peterson Sullivan LLP, in Seattle,
Washington, expressed substantial doubt about BioLife Solutions'
ability to continue as a going concern.  The independent auditors
noted that the Company has been unable to generate sufficient
income from operations in order to meet its operating needs and
has an accumulated deficit of $54 million at Dec. 31, 2011.


BIOZONE PHARMACEUTICALS: Q1 Net Loss Revised to $9.39-Mil.
----------------------------------------------------------
Biozone Pharmaceuticals, Inc., amended its quarterly report on
Form 10-Q to restate and amend the Company's previously issued and
unaudited interim financial statements and related financial
information as of March 31, 2012, and for the three months ended
March 31, 2012, which was originally filed with the Securities and
Exchange Commission on May 21, 2012.

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 contained a misstatement
that needed to be corrected.  Specifically, the Company failed to
record a Beneficial Conversion Feature for the OPKO Notes issued
on Feb. 24, 2012, which provide for a rate of conversion that is
below market value of the common stock.  The BCF results in a
charge to interest expense of $5,750,000 that should have been
recorded in the quarter ended March 31, 2012.  The carrying value
of the OPKO Notes has been recorded net of the discount related to
the warrants issued with the notes and with no further reduction
for the BCF.  In addition, while not a cause of the restatement,
management believed that certain expense items should be disclosed
as a separate line item in the statement of operations and
classified as selling expenses, while certain other expenses
should be included in the cost of goods sold line item and have
been reclassed to those accounts.

The restated statement of operations reflects a net loss of
$9.39 million on $3.51 million of sales for the three months ended
March 31, 2012.  The Company originally reported a net loss of
$3.64 million on $3.51 million of sales for that period.

The restatement had no effect on the Company's balance sheet at
March 31, 2012.

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

                         http://is.gd/yn5e8h

                    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 June 30, 2012, showed $9.07 million
in total assets, $13 million in total liabilities, and a
$3.93 million total shareholders' deficiency.


BLUE BUFFALO: S&P Gives 'B' Corp. Credit Rating; Outlook Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Wilton, Conn.-based Blue Buffalo Co. Ltd., a
manufacturer and marketer of pet food. The outlook is positive.

"We also assigned our 'B+' issue-level rating to Blue Buffalo's
$390 million senior secured credit facilities, which consist of a
$40 million revolving credit facility due 2017 and a $350 million
term loan B due 2019. The recovery rating on these facilities is
'2', reflecting our expectation that lenders would receive
substantial recovery (70%-90%) in the event of a default. We
understand that the company will use all of the gross proceeds
from the term loan to fund a special dividend to its
shareholders," S&P said.

"Pro forma for the transaction, we estimate Blue Buffalo will have
about $350 million in total debt outstanding," S&P said.

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

"Blue Buffalo has a narrow product focus as a manufacturer and
marketer of pet food. Primary products include dry and wet types
of dog and cat food, and all products are sold under the Blue
Buffalo brand name with several formulations. The company believes
it has the leading position in the 'natural' pet food segment
(defined based on ingredients), which it believes represents 40%
of the faster growing $6 billion 'pet specialty' segment of U.S.
pet food sales. However, Blue Buffalo competes against larger,
financially stronger competitors offering premium brands such as
Colgate-Palmolive (Science Diet brand), Mars (Nutro and Royal
Canin), Nestle (Pro Plan), and Procter & Gamble (Iams and
Eukanuba). Blue Buffalo has been able to increase its sales and
market share through successful innovation in its products and
marketing," S&P said.

"Significant customer concentration exists, with pet specialty
retailers PetSmart and Petco combined accounting for the majority
of Blue Buffalo's sales during 2011. Although there is also some
supplier concentration, we believe this will diminish as the
company moves from its current 100% co-packer manufacturing to a
hybrid model given plans to bring its first owned plant on-line in
2015. The company also lacks geographic diversity, with about 95%
of sales in the U.S. and the remainder in Canada. However, pet
food is not a very discretionary product, and sales, including
premium items, tend to remain fairly stable even during economic
downturns," S&P said.

"We believe Blue Buffalo is exposed to commodity cost volatility,
which it has largely addressed through supply contracts and
product price increases, given the relatively low price elasticity
of natural pet foods as a premium product," S&P said.

Blue Buffalo has maintained its trend of rapid, yet diminishing,
growth rates off of an initial relatively small base. Sales of
about $352 million in 2011 grew 83% relative to 2010. For the same
period, EBITDA increased by more than 150% as the company realized
operating leverage benefits relating to its increasing scale. This
trend continued into the first half of 2012 as sales increased
more than 60% compared with the first half of 2011.

"Blue Buffalo's highly leveraged financial risk profile reflects
the company's substantial increase in debt and aggressive
financial policy following its proposed debt-financed special
dividend to shareholders. Pro forma for this transaction, we
estimate the company's credit measures will be close to indicative
ratios for an 'aggressive' financial risk descriptor, which
includes a ratio of lease-adjusted total debt to EBITDA of 4x to
5x and a ratio of adjusted funds from operations (FFO) to total
debt of 12% to 20%," S&P said.

"Our positive rating outlook on Blue Buffalo reflects our
expectation that it will maintain adequate liquidity while
continuing to improve operating performance and strengthening
credit measures over the near term. We could raise the ratings if
the company is able to achieve and sustain adjusted leverage close
to 4x and adjusted FFO to debt approaching 20%, and the covenant
cushion remains at or above 15%. We estimate this would require
little moderation in recent sales growth rates and EBITDA margins
in the low- to mid-20% area," S&P said.

"We would consider revising the outlook to stable if the company's
adjusted leverage remains between 4x and 5x, its ratio of FFO to
debt is near 12%, and the covenant cushion remains at or above
15%. We estimate this could occur if the sales growth rate
declined to about 20% over the next year and EBITDA margin
remained unchanged," S&P said.


BOSTON GENERATING: Trustee Sues Ex-Parent to Recoup $60 Million
---------------------------------------------------------------
Jacqueline Palank at Dow Jones' Daily Bankruptcy Review reports
that Boston Generating LLC's former parent, US Power Generating
Co., drained it of some $60 million in management fees while it
was 'hopelessly insolvent,' according to a new lawsuit seeking to
claw back those funds.

                      About Boston Generating

New York-based Boston Generating, LLC, owns nearly 3,000 megawatts
of mostly modern natural gas-fired power plants in the Boston
area.  Privately held Boston Generating is an indirect subsidiary
of US Power Generating Co., and considers itself as the third-
largest fleet of plants in New England.

Boston Generating filed for Chapter 11 protection (Bankr. S.D.N.Y.
Case No. 10-14419) on Aug. 18, 2010.  Boston Generating estimated
its assets and debts at more than $1 billion as of the Petition
Date.

EBG Holdings LLC; Fore River Development, LLC; Mystic, LLC; Mystic
Development, LLC; BG New England Power Services, Inc.; and BG
Boston Services, LLC, filed separate Chapter 11 petitions.

D. J. Baker, Esq., at Latham & Watkins LLP, serves as bankruptcy
counsel for the Debtors.  JPMorgan Securities is the Debtors'
investment banker.  Perella Weinberg Partners, LP, is the Debtors'
financial advisor.  Brown Rudnick LLP is the Debtors' regulatory
counsel.  FTI Consulting, Inc., is the Debtors' restructuring
consultant.  Anderson Kill & Olick, P.C., is the Debtors'
conflicts counsel.  The Garden City Group, Inc., is the Debtors'
claims agent.

The Official Committee of Unsecured Creditors tapped the law firm
of Jager Smith P.C. as its counsel.


BRANSON HOTELS: Marshall Hotels Adds 2 Receiverships
----------------------------------------------------
Marshall Hotels & Resorts, Inc. has added two management contracts
and two receiverships to its growing portfolio.  The managed
hotels include the newly opened 113-room Hampton Inn and Suites in
the resort town of Ocean City, Md., and the 122-room Country Inns
and Suites at the Louisville, Ky. airport.  The two receivership
properties, also managed by Marshall, are independent hotels
located in Branson, Mo.

"There is significant activity by owners seeking new management
companies and from lenders who are accelerating the number of
properties they are taking back," said Mike Marshall, president
and CEO.  "Of note, we see a sharp increase in interest from
developers who have been largely on the sidelines the past four
years.  Although financing for new construction still remains
difficult to obtain, deals are starting to get underwritten, and
we expect to see a steady increase in this area due to our
extensive expertise in both supervising construction and our track
record in pre-opening and rapidly ramping up our hotels.

"We were quite active in pre-opening actives for The Hampton Inn
and Suites in Ocean City, which opened earlier this month," he
said.  "The property is on the bay and offers both an indoor and
outdoor swimming pool.  We expect this property to perform well.
Our managed resort portfolio is enjoying its strongest summer in
four years, a trend we see continuing."

Marshall said the Louisville property will convert to the Four
Points by Sheraton brand this fall, following an extensive
renovation program that includes installing a full-service
restaurant and bar.  The management company is developing the
restaurant concept, name and menu.

The two Branson properties are in the limited-serviced segment and
comprise 330 and 440 rooms respectively.  "We have already
conducted extensive training and have significantly improved
operations and guest satisfaction at both hotels," he noted.
"Working with the lender, we are reviewing suitable brand options
for the hotels.  We have strong relationships with all the major
franchise brand families and currently are in negotiations."

              About Marshall Hotels & Resorts

Salisbury, Md.-based Marshall Hotels & Resorts, Inc. --
http://www.marshallhotels.com/-- has special expertise in
operating three- and four-star branded hotels and resorts,
averaging 100 to 500 rooms, in urban and central business
districts, as well as suburban/drive-to and resort locations.  In
addition, the company has a proven track record managing
independent resort and unique urban properties.  The company has
managed a wide array of leading hotel brands, including those
under the Hilton, Starwood, InterContinental Hotel Group, Hyatt,
Choice and Wyndham flags.


CAPITAL CITY: Court Dismisses Chapter 11 Case
---------------------------------------------
The Hon. Nancy C. Dreher of the U.S. Bankruptcy Court for the
District of Minnesota has dismissed Capital City Ventures, LLC's
Chapter 11 bankruptcy case.

The Debtor asked for the dismissal of its Chapter 11 case, saying,
"The interests of all parties to this case are protected.  All
creditors holding valid prepetition or administrative expense
claims in this case either will be paid upon dismissal or have
agreed to take a note in payment of the claim."

The Debtor said that the schedules show general unsecured claims
held by non-affiliates totaling $294,401 which remain unpaid and
unsecured claims of affiliates totaling $1,661,736.  After
consulting with the unsecured creditors, the Debtor agreed to pay
these claims of non-affiliates: $45,708 in cash on dismissal,
$22,904 by trade-outs with the Debtor or affiliates of the Debtor,
and $104,201 by promissory notes.  Administrative expenses, which
are minimal, will be paid in the ordinary course of business, the
Debtor stated.

On April 12, 2012, the Court entered an order approving a Global
Settlement Agreement between the Debtors and lender Mortgage
Acquisition, LLC, which provided in relevant part that John Rupp,
the chief manager of Debtor, can purchase the claim of the Lender
in its entirety by the payment of $10,975,000 by June 11, 2012.
The Purchase Price was paid at a closing on June 11, 2012.  As
part of that transaction, the Lender's claim against the Debtor
was purchased by North American Bank.  North American Bank agrees
that this case should be dismissed.

The Debtor said that prior to dismissal of the case it will pay,
or provide for payment of, all U.S. Trustee fees payable or to be
paid in the case.

                    About Capital City Ventures

Capital City Ventures, LLC, filed a bare-bones Chapter 11 petition
(Bankr. D. Minn. Case No. 12-30630) on Feb. 6, 2012, in its
hometown in St. Paul, Minnesota.  The Debtor owns the Saint Paul
Athletic Club Building in 340 Cedar Street, in St. Paul,
Minnesota.  Michael L. Meyer, Esq. at Ravich Meyer Kirkman McGrath
Nauman & Tansey, serves as counsel to the Debtor.  The petition
was signed by John R. Rupp, chief manager.  In its schedules, the
Debtor disclosed $12,022,943 in total assets and $9,397,750 in
total liabilities.


CCI FUNDING I: Bankr. Court Has Jurisdiction on Trico Dispute
-------------------------------------------------------------
Bankruptcy Judge Michael E. Romero said the Bankruptcy Court has
constitutional authority to hear and render a final decision on
all claims for relief as alleged in the lawsuit, JANICE A.
STEINLE, Chapter 11 Trustee for the bankruptcy estate of CCI
FUNDING I, LLC, a Delaware limited liability company, Plaintiff,
v. TRICO REAL ESTATE, L.P., Defendant, Adv. Proc. No. 10-1418
(Bankr. D. Colo.).

Prior to the bankruptcy filing, CCI made three loans to Trico in
the total face amount of $9,175,000 pursuant to three separate
promissory notes dated Sept. 28, 2007, and three separate loan
agreements dated Sept. 28, 2007, between Trico, as Borrower, and
CCI, as Lender.  Charles Snider, III, in his capacity as president
of Trico, executed each of the Promissory Notes and Loan
Agreements.  Each Promissory Note provided its principal
outstanding balance would bear interest at the one-month LIBOR
rate plus 4%, and all amounts outstanding under each Promissory
Note would be due and payable on Dec. 28, 2008.  The purpose of
the Loans was funding to purchase certain real property and
related improvements located in Kingwood, Harris County, Texas
including certain condominium units, service units and related
real property interests, in the Westminster House Condominiums, a
134-unit senior independent living facility.

On June 4, 2010, Ms. Steinle commenced the adversary proceeding
against Trico and James T. Markus as Chapter 11 trustee of the CCI
estate.  In an Amended Complaint, Ms. Steinle asserts two claims
for relief: (1) judgment against Trico on the Promissory Notes in
the principal amount of $8,470,102 plus accrued interest, late
charges, attorneys' fees and costs; and (2) disallowance of
Trico's proofs of claim in the CCIF and CCI cases.

Trico denied any default on the Loans.  On April 10, 2012, Trico
filed a Statement of Non-Consent, stating "[a]t this time, Trico
does not consent to the Court's constitutional authority."  Trico
cited the U.S. Supreme Court's opinion in Stern v Marshall may
prevent the Bankruptcy Court from adjudicating this matter.

A copy of the Court's Aug. 15, 2012 Order is available at
http://is.gd/hKdOKXfrom Leagle.com.

                     About Commercial Capital

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

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

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

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


CHAMPION INDUSTRIES: Common Stock Delisted from NASDAQ
------------------------------------------------------
The NASDAQ Stock Market LLC notified the U.S. Securities and
Exchange Commission regarding the removal from listing or
registration of Champion Industries Inc.'s common stock on NASDAQ.

                     About Champion Industries

Champion Industries, Inc., is a commercial printer, business forms
manufacturer and office products and office furniture supplier in
regional markets in the United States.  The Company also publishes
The Herald-Dispatch daily newspaper in Huntington, WV.  The
Company's sales force sells printing services, business forms
management services, office products, office furniture and
newspaper advertising.  Its subsidiaries include Interform
Corporation, Blue Ridge, Champion Publishing, Inc., The Dallas
Printing, The Bourque Printing, The Capitol, and The Herald-
Dispatch.

Champion's balance sheet at April 30, 2012, showed $58.28 million
in total assets, $58.45 million in total liabilities and a
$174,198 total shareholders' deficit.

The Company reported a net loss of $3.97 million for the year
ended Oct. 31, 2011, compared with net income of $488,134 during
the prior year.


CHINA GREEN: Reports $811,291 Net Income in Second Quarter
----------------------------------------------------------
China Green Energy Industries, Inc., filed its quarterly report on
Form 10-Q, reporting net income of $811,291 on $10.9 million of
revenues for the three months ended June 30, 2012, compared with a
net loss of $18,447 on $7.9 million of revenues for the same
period last year.

For the six months ended June 30, 2012, the Company had net income
of $1.2 million on $19.7 million of revenues, compared with a net
loss of $340,075 on $11.2 million of revenues for the same period
of 2011.

The Company's balance sheet at June 30, 2012, showed $58.3 million
in total assets, $53.4 million in total liabilities, and
stockholders' equity of $4.9 million.

The Company has a negative cash flow from operations of $1,147,592
for the period ended June 30, 2012.

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

                       http://is.gd/I3X2I5

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

                           *     *     *

As reported in the TCR on April 23, PKF, in San Diego, Calif.,
expressed substantial doubt about China Green Energy's ability to
continue as a going concern, following the Company's results for
the fiscal year ended Dec. 31, 2011.  The independent auditors
noted that the Company has experienced negative cash flows from
operations and is dependent upon future financing in order to meet
its planned operating activities.


CHURCH STREET: Robert H. Welhoelter Approved as Co-Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee
authorized Church Street Health Management, LLC, now known as, CS
DIP, LLC, et al., to employ Robert H. Welhoelter as co-bankruptcy
counsel effective as of the Petition Date.

As reported in the Troubled Company Reporter on July 26, 2012,
Mr. Welhoelter serves as the Debtors' co-bankruptcy counsel
effective as of the Petition Date.  Early on in the Chapter 11
cases, the Debtors' primary bankruptcy counsel, Waller Lansden
Dortch & Davis LLP, included Mr. Welhoelter in its retention
application and disclosures.

Recently, the U.S. Trustee requested that Mr. Welhoelter be
separately retained as co-counsel with the retention to be
effective as of the Petition Date.

Mr. Welhoelter will, among other things:

   a. advise the Debtors regarding the requirements of the
      Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy
      Rules, and the requirements of the U.S. Trustee pertaining
      to the administration of the Debtors' estates;

   b. advise and represent the Debtors concerning the rights and
      remedies of  their estates in regards to the assets of the
      estates; and

   c. prepare motions, applications, answers, orders, memoranda,
      reports, and other documents in connection with the
      administration of the Debtors' estates.

To the best of the Debtors' knowledge, Mr. Welhoelter does not
hold nor represent any interest adverse to the Debtors' estates.

Mr. Welhoelter disclosed that it has not received any retainer
payments from the Debtors during his employment.  As of the
Petition Date, Mr. Welhoelter was not a creditor of the Debtors'
estates, having been paid in full through retainer funds held by
Waller Lansden Dortch & Davis, LLP, the Debtors' counsel.

                        About Church Street

Church Street Health Management, LLC, a provider of management
services for 67 dental practices in 22 states, filed a Chapter 11
petition (Bankr. M.D. Tenn. Case No. 12-01573) in Nashville,
Tennessee on Feb. 20, 2012.

The following day, four affiliates, Small Smiles Holding Company,
LLC, Forba NY, LLC, EEHC, Inc., and Forba Services, LLC, filed
their Chapter 11 petitions (Case Nos. 12-01574 to 12-01577).

As of the Petition Date, the Debtors' assets have book value of
$895 million, with debt totaling $303 million.  There is about
$131.5 million owing on first-lien obligations, plus $25.6 million
on a second-lien obligation. There is an additional $152 million
on three subordinated debts.  The company's finances are
structured to comply with Islamic Shariah financing regulations.

In the Chapter 11 cases, the Debtors have engaged Waller Lansden
Dortch & Davis, LLP as bankruptcy counsel, and Alvarez & Marsal
Healthcare Industry Group, LLC, as financial and restructuring
advisor.  Martin McGahan, a managing director at A&M, will serve
as chief restructuring officer of Church Street.  Morgan Joseph
TriArtisan, LLC, is the investment banker.  Garden City Group is
the claims and notice agent.

Garrison Investment Group is providing funding for the Chapter 11
case.  The credit agreement will provide the Debtor with up to an
aggregate principal amount of $12 million in a revolving credit
facility.

Church Street Health Management LLC changed its name as a result
of the sale of the business to existing first-lien lenders in
exchange for $25 million in debt.  The new name for the company in
Chapter 11 is CS DIP LLC.

U.S. Trustee for Region 8, has removed two creditors from the
Official Unsecured Creditors Committee.  Through the sale of
assets approved by the Court, these two members no longer have
debts against the Debtors.  The Committee tapped Gilbert LLP as
special insurance and mass tort counsel.


CIG WIRELESS: Had $1.7 Million Net Loss in June 30 Quarter
----------------------------------------------------------
CIG Wireless Corp., filed its quarterly report on Form 10-Q,
reporting a net loss of $1.7 million on $585,380 of revenues for
the three months ended June 30, 2012, compared with net income of
$336,416 on $578,872 of revenues for the same period last year.
2011.

The results of operations referred to below for the nine months
ended June 30, 2012, represents the combined results of operations
for the predecessor entity for the period from Oct. 1, 2011,
through Nov. 30, 2011, and the successor entity for the period
from Dec. 1, 2011, through June 30, 2012.  The acquisition of
Communications Infrastructure Group, LLC, by CIG Wireless Corp.
closed on Dec. 5, 2011.

The CI Group's net loss for the nine-month period ended June 30,
2012, was $2.6 million, which compares to the net income of
$233,605 for the nine month period ended June 30, 2011.

During the nine month ended June 30, 2012, the CI Group had total
revenues of $1.4 million.  During the nine month period ended
June 30, 2011, the CI Group had total revenues of $1.5 million.

The Company's balance sheet at June 30, 2012, showed $20.1 million
in total assets, $6.5 million in total liabilities, and
stockholders' equity of $13.6 million.

"The Company has a working capital deficit as of June 30, 2012.
As shown in the accompanying financial statements, the Company has
also incurred significant losses since inception.  These
conditions raise substantial doubt as to 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/KaiCNY

Atlanta-based CIG Wireless Corp., formerly known as Cyber Supply
Inc., was incorporated in the State of Nevada on Feb. 12, 2008.
The Company is fully engaged in the business of the management of
towers and other wireless infrastructure.  The Company now
conducts its business and all operations through the CI Group.


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

As reported in the Troubled Company Reporter on Aug. 17, 2012, 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.


CLARE OAKS: U.S. Trustee Adds Robert Webb to Creditors' Panel
-------------------------------------------------------------
Patrick S. Layng, U.S. Trustee for Region 11 amended the
appointment of the Official Committee of Unsecured Creditors in
the Chapter 11 case of Clare Oaks to reflect the addition of
Robert Webb to the Committee.

The Committee now comprises of:

      1. PharMerica Drug Systems, LLC
         Attn: Phillip A. Martin
         c/o 101 South Fifth St., 27th Fl.
         Louisville, KY 40202

      2. Pizzo & Associates, LTD
         Attn: Doug Bauer
         136 Railroad
         Leland, IL 60531

      3. Harold Koenen
         769 Woodland Ct.
         Bartlett, IL 60103

      4. Tom Maguire
         Clare Oaks - Suite 327
         827 Carillon Dr.
         Bartlett, IL 60103

      5. Lucille Merlihan
         759 Woodland Ct.
         Bartlett, IL 60103

      6. Robert Webb
         Clare Oaks -- No. 407
         827 Carillion Drive
         Bartlett, IL 60103

                         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.


CLARE OAKS: Use of Cash for $50,000 APA Option Fee Payment Denied
-----------------------------------------------------------------
The Hon. Donald R. Cassling of the U.S. Bankruptcy Court for the
Northern District of Illinois denied Clare Oaks' request to use
cash collateral for payment of an asset purchase agreement option
fee.

The Debtor requested for authorization to use cash collateral for
the payment of a non-refundable extension fee of the asset
purchase agreement in the amount of $50,000 to ER Propco CO, LLC,
an Evergreen affiliate and the Debtor's proposed stalking horse
bidder, to avoid the termination of the pending asset purchase
agreement with Evergreen while the Debtor continues to negotiate
the details of a potential joint plan of restructuring with the
prepetition secured lenders, at the prepetition secured lenders'
request.

The Debtor related in its motion payment will prevent irreparable
harm to the Debtor, its estate, and perhaps most importantly, the
senior citizens residing on the Clare Oaks campus.  Specifically,
the payment to Evergreen will bind Evergreen to the current APA
until Aug. 31, 2012, which will allow the Debtor to continue to
explore the feasibility of jointly sponsoring a plan of
reorganization with the secured lenders while not losing its "bird
in the hand."

                         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.


CLIFFS CLUB: Cassidy Not a Creditor, Drops Plan Objection
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina
signed a stipulation and consent order signed by The Cliffs Club &
Hospitality Group, Inc., et al., with Bruce Cassidy, Jr.

The dispute is related to the Plan proposed by the Debtors and the
plan sponsor dated June 30, 2012, which identified Mr. Cassidy as
a party-in-interest in the proceeding as a counterparty to an
executory contract with the Debtors.  The Debtors noted that they
amended Schedule G of The Cliffs at High Carolina Golf & Country
Club, LLC, to delete Mr. Cassidy's honorary membership agreement
from the list of the Debtors' executory contracts, consistent with
the Debtors' rights reserved by the Global Notes to Debtors'
schedules of assets and liabilities and statements of financial
affairs.

The stipulation provides for, among other things:

   a) The parties agree that the agreement is not a contract
      between the Debtors and Mr. Cassidy, and therefore, is not
      an executory contract subject to rejection as a Club
      Membership Agreement under the Plan.

   b) The parties agree that Mr. Cassidy is not a creditor of the
      Debtors' estates.

   c) The parties agree that by entering into the stipulation,
      Mr. Cassidy will not be construed to have waived or impaired
      any arguments or defenses regarding any and all claims in
      connection with any of the non-debtor affiliates, including
      but not limited to The Cliffs at High Carolina, LLC, The
      Cliffs Communities, Inc., James B. Anthony, Waterfall
      Investment Group, Longview Land Company, LLC, and Longview
      Land Company II, LLC, and therefore Mr. Cassidy expressly
      preserves any and all rights he has or may have in the
      future with respect to The Cliffs at High Carolina, LLC, a
      non-debtor affiliate of the Debtors.

   d) The parties agree that the terms resolve any and all claims
      Mr. Cassidy has or may have against the Debtors and the Plan
      Sponsor, expressly including the Cassidy Claim, which
      Mr. Cassidy withdraws, well as any and all claims the
      Debtors and Plan Sponsor have or may have against
      Mr. Cassidy.

Furthermore, the parties agree that the terms contained resolve
Mr. Cassidy's objection to the Plan, which objection Cassidy
withdraws.  The Debtors and the Plan Sponsor agree not to contest
any claims or rights Mr. Cassidy may have against The Cliffs at
High Carolina, LLC.

                        About Cliffs Club

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

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

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

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

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

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

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

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

The Debtor has filed a Chapter 11 plan that proposes to pay
lenders owed $73.5 million in secured notes, the sum of $64
million, spread over 20 years without interest.  The lenders will
receive the greater of $1 million a year or half of cash flow.
The outstanding balance will be paid at maturity.  Unsecured
creditors with an estimated $3.9 million in claims are predicted
to have a 75% recovery.  Mechanics lienholders with $1.5 million
in claims will be paid in full without interest.  Members will be
invited to join the newly reorganized club.  Those who accept the
offer will recover between 35% and 75%.  Members who don't take
the offer are to see a predicted recovery of 4% to 10%.


COMMONWEALTH BIOTECH:: Incurs $119,700 Net Loss in 2nd Quarter
--------------------------------------------------------------
Commonwealth Biotechnologies, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $119,757 on $0 of revenue for the three
months ended June 30, 2012, compared with net income of $51,807 on
$0 of revenue for the same period a year ago.

The Company reported a net loss of $229,334 on $0 of revenue for
the six months ended June 30, 2012, compared with a net loss of
$28,753 on $0 of revenue for the same period during the prior
year.

The Company's balance sheet at June 30, 2012, showed $1.20 million
in total assets, $1.79 million in total liabilities, and a
$598,484 total stockholders' deficit.

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

                         http://is.gd/KUUiP6

                 About Commonwealth Biotechnologies

Based in Midlothian, Virginia, Commonwealth Biotechnologies, Inc.,
was a specialized life sciences outsourcing business that offered
cutting-edge expertise and a complete array of Peptide-based
discovery chemistry and biology products and services through its
wholly owned subsidiary Mimotopes Pty Limited.

Commonwealth Biotechnologies Inc. filed for Chapter 11 bankruptcy
protection (Bankr. E.D. Va. Case No. 11-30381) on Jan. 20, 2011.
Judge Kevin R. Huennekens presides over the case.  Paula S. Beran,
Esq., at Tavenner & Beran, PLC, represents the Debtor.  The Debtor
estimated both assets and debts of between $1 million and
$10 million.

On April 7, 2011, the Bankruptcy Court approved the private sale
of Mimotopes for a gross sales price of $850,000.  The sale closed
on April 29, 2011.  Mimotopes was deconsolidated during the second
quarter of 2011.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Witt Mares, PLC, in
Richmond, Virginia, noted that the Company's recurring losses from
operations and inability to generate sufficient cash flow to meet
its obligations and sustain its operations raise substantial doubt
about its ability to continue as a going concern.


CONSOLIDATED TRANSPORT: Files for Chapter 11 in Indiana
-------------------------------------------------------
Michigan City, Indiana-based trucking company Consolidated
Transport Systems, Inc., filed a Chapter 11 petition (Bankr. N.D.
Ind. Case No. 12-32940), estimating up to $50 million in assets
and liabilities.  Walter G & Carolyn Bay owns 87.3% of the
privately held Debtor.


CUMULUS MEDIA: To Issue 35MM Shares Under 2011 Incentive Plan
-------------------------------------------------------------
Cumulus Media Inc. filed with the U.S. Securities and Exchange
Commission a Form S-8 registering 35 million shares of Class A
Common Stock, $.01 par value, issuable under the Company's 2011
Equity Incentive Plan.  The proposed maximum aggregate offering
price is $123.7 million.  A copy of the filing is available for
free at http://is.gd/m3JhOt

                        About Cumulus Media

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

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

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

                         Bankruptcy Warning

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

                           *     *     *

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

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


CYBRDI INC: Had $154,700 Net Loss in Second Quarter
---------------------------------------------------
Cybrdi, Inc., filed its quarterly report on Form 10-Q, reporting a
net loss of $154,728 on $112,407 of revenues for the three months
ended June 30, 2012, compared with a net loss of $137,996 on
$123,419 of revenues for the same period last year.

For the six months ended June 30, 2012, the Company had a net loss
of $361,072 on $354,517 of revenues, compared with a net loss of
$326,695 on $237,230 of revenues for the corresponding period in
2011.

The Company's balance sheet at June 30, 2012, showed $10.3 million
in total assets, $5.6 million in total liabilities, and
stockholders' equity of $4.7 million.

The Company has incurred significant losses and has not
demonstrated the ability to generate sufficient cash flows from
operations to satisfy its liabilities and sustain operations. The
Company had an accumulated deficit of $2,740,390 and $2,447,643 as
of June 30, 2012 and December 31, 2011, including net losses of
$292,747 and $273,526 for the six months ended June 30, 2012 and
2011, respectively. In addition, current liabilities exceeded
current assets by $3,211,515 and $2,931,175 at June 30, 2012 and
December 31, 2011, respectively. These matters raise substantial
doubt about the Company?s ability to continue as a going concern.

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

                       http://is.gd/KgNDIY

Cybrdi, Inc., located in Xi'an, Shaanxi, People's Republic of
China, is holding company incorporated with 80% equity in Chaoying
Biotech, which is engaged in biotechnology manufacturing, and
research and development.  Through Chaoying Biotech, Cybrdi also
controls SD Chaoying, a cultural and entertainment company, which
is also developing a casino.

                           *     *     *

As reported in the TCR on April 23, 2012, KCCW Accountancy Corp.,
in Diamond Bar, California, expressed substantial doubt about
Cybrdi's ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 31, 2011.  The
independent auditors noted that the Company has incurred recurring
losses, accumulated deficit, and working capital deficit at
Dec. 31, 2011, and 2010.


DAVITA INC: S&P Affirms 'BB-' Issuer Credit Rating
--------------------------------------------------
Standard & Poor's Ratings Services said that its 'BBB-' long-term
counterparty credit rating on HealthCare Partners LLC (HCP)
remains on CreditWatch with Negative implications where it was
initially placed May 22, 2012.

"We expect the acquisition to close by fourth-quarter 2012. The
CreditWatch placement reflects HCP's anticipated acquisition by
lower-rated DaVita Inc. (BB-/Stable/--), which likely will result
in a downgrade of three notches," S&P said.

"We will continue to monitor HCP's financial condition and discuss
HCP's capital structure and role within DaVita with DaVita's
management," said Standard & Poor's credit analyst Hema Singh. "We
expect HCP to operate as a wholly owned subsidiary of DaVita and
all of its debt to be repaid once the transaction is completed. We
expect to lower the rating by three notches to be consistent with
our rating on DaVita."


DZF PROPERTIES: Chapter 11 Case Dismissed Pending Payment of Fees
-----------------------------------------------------------------
DZF Properties Inc. obtained Bankruptcy Court approval to dismiss
its Chapter 11 case pending proof of payment in full to all
creditors and U.S. Trustee fees.

Charles B. Greene, the Debtor's counsel, is authorized to disburse
and pay from estate proceeds which he holds in his trust account
of $1,595,483 these amounts:

     Franchise Tax Board              $9,119
     Cassidy Turley, CPS             $55,744
     Eric Morgensen                  $91,555
     Rick Bawden                     $50,967
     Office of the U.S. Trustee       $1,625

After making the disbursements, Mr. Greene will file with the
Bankruptcy Court and serve on United States Trustee San Jose
office, a declaration showing proof of the disbursements.  The
Debtor will then upload a proposed order dismissing the case which
has been approved by the office of the United States Trustee and
counsel representing Sterling Savings Bank.

The principal asset of the Debtor's estate consisted of commercial
real estate property.  Pursuant to an order dated June 14, 2012,
the Debtor sold the real property asset, and escrow closed on or
about June 26, 2012.

Mr. Greene received $1,595,483 as net proceeds from the sale.

                       About DZF Properties

DZF Properties, LLC, based in Los Gatos, California, filed for
Chapter 11 bankruptcy (Bankr. N.D. Calif. Case No. 11-60649) on
Nov. 17, 2011.  Judge Arthur S. Weissbrodt presides over the case.
It scheduled $12,750,000 in assets and $8,661,625 in debts.  The
petition was signed by David Feece, Sr., the Debtor's managing
member.  Mr. Feece has been appointed by the Court as responsible
individual for the Debtor.


DIAL GLOBAL: Had $15.1 Million Net Loss in Second Quarter
---------------------------------------------------------
Dial Global, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $15.1 million on $54.7 million of revenue
for the three months ended June 30, 2012, compared with a net loss
of $4.1 million on $21.3 million of revenue for the same period
last year.

For the six months ended June 30, 2012, the Company had a net loss
of $27.5 million on $122.9 million of revenue, compared with a net
loss of $12.0 million on $41.4 million of revenue for the same
period in 2011.

The Company's balance sheet at June 30, 2012, showed
$439.1 million in total assets, $374.1 million in total
liabilities, $10.3 million of Series A Preferred Stock, and
stockholders' equity of $54.7 million.

According to the regulatory filing, unless the Company obtains an
equity cure or an amendment and/or waiver of certain of its
financial ratios, the Company expects that it will not be in
compliance with certain of its financial ratios (including its
debt leverage covenant) as of the next measurement date, which is
Sept. 30, 2012."

"Non-compliance with our financial ratios, would cause a default
under our Credit Facilities, which, if we were unable to obtain a
waiver from the holders thereof, could accelerate repayment under
the Credit Facilities."

"If the lenders were to pursue such remedies, this could raise
substantial doubt about the Company's ability to continue as a
going concern.  We are currently in productive discussions with
our lenders regarding an amendment to our Credit Facilities and
while we expect to enter into a definitive agreement with our
lenders no assurance can be made that such agreement can be
reached."

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

                       http://is.gd/AhA2BT

Dial Global, Inc., headquartered in New York City, is an
independent, full-service network radio company that distributes,
produces, and/or syndicates programming and services to more than
8,500 radio stations nationwide including representing/selling
audio content of third-party producers.  The Company produces
and/or distribute over 200 news, sports, music, talk and
entertainment radio programs, services, and digital applications,
as well as audio content from live events, turn-key music formats,
prep services, jingles and imaging.  The Company has no operations
outside the United States, but sells to customers outside the
United States.


DRINKS AMERICAS: To Issue 2 Million Shares Under Incentive Plan
---------------------------------------------------------------
Drinks Americas Holdings, Ltd., filed with the U.S. Securities and
Exchange Commission a Form S-8 registering 2 million shares of
common stock issuable under the Company's 2012 Incentive Stock
Option Plan.  The proposed maximum aggregate offering price is
$1.3 million.  A copy of the filing is available for free at:

                         http://is.gd/9NOJdQ

                        About Drinks Americas

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

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

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

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


EASTGATE TOWER: Eastgate Hotel Files Ch. 11 With Prepack Plan
-------------------------------------------------------------
Eastgate Tower Hotel Associates, L.P., filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 12-13539) in Manhattan on Aug. 17, 2012,
with a prepack plan of reorganization.

Aside from the plan and explanatory disclosure statement, the
Debtor on the petition date file motions to use cash collateral,
set the claims bar date, and pay prepetition wages, as well as a
motion to direct the lender to fund shortfalls.

The Debtor owns property at 222 East 39th Street commonly known as
the Eastgate Hotel.  The Debtor owes $69.02 million to LSREF2
Clover, LLC pursuant to mortgage loans.

The Debtor defaulted on the mortgage loan in December 2011.  In
April 2012, Atlas Capital Group LLC and Rockpoint Group, owner
of membership interests of the mortgage lender, proposed a
prepackaged consensual Chapter 11 plan of liquidation.

Under the Prepack Plan submitted by the Debtor, the Mortgage
Lender would have an 89.82% recovery.  Unsecured creditors owed a
total of $154,000 would recover 100% and are unimpaired.

The Mortgage Lender has agreed to reduce the claim to $50 million
and will accept title to the Debtor's property in full
satisfaction of its claims.  The Debtor will retain cash necessary
to pay off administrative claims and unsecured claims.  Peninsula
Real Estate Fund (owner of 99% limited partnership interest) and
Eastgate Hotel Associates GP, LLC (owner of 1%) would have their
interest cancelled.  Peninsula though will retain "profits
participation rights" upon confirmation of the Plan.

Counsel to the Mortgage Lender is:

         John H. Bae, Esq.
         Denise J. Penn, Esq.
         GREENBERG TRAURIG, LLP
         MetLife Building
         200 Park Avenue
         New York, NY 10166

Counsel to Peninsula Real Estate fund is

         Patrick Dooley, Esq.
         Lisa Beckerman, Esq.
         AKIN GUMP STRAUSS HAUER & FELD LLP
         One Bryant Park
         New York, NY 10036

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

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


EASTGATE TOWER: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Eastgate Tower Hotel Associates, L.P.
        c/o PREFNY GP,LLC-The Procacciant Group
        1140 Reservoir Avenue
        Cranston, RI 02920

Bankruptcy Case No.: 12-13539

Chapter 11 Petition Date: August 17, 2012

Court: United States Bankruptcy Court

Judge: Shelley C. Chapman

About the Debtor: The Debtor owns the Eastgate Tower Hotel in
                  midtown Manhattan.  The Debtor has a plan that
                  transfers ownership of the hotel to the secured
                  lender.

Debtor's Counsel: Lloyd A. Palans, Esq.
                  BRYAN CAVE LLP
                  1290 Avenue of the Americas
                  New York, NY 10104
                  Tel: (212) 541-2087
                  Fax: (314) 552-8301
                  E-mail: lapalans@bryancave.com

Estimated Assets: $50,000,001 to $100,000,000

Estimated Debts: $50,000,001 to $100,000,000

The petition was signed by Steven A. Carlson, chief restructuring
officer.

Debtor's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
DHG Management Co. LLC    Trade                  $109,850
551 Fifth Avenue
New York, NY 10176

Con Edison                Trade                  $17,973
4 Irving Place 9th Flr
Attn: Jesse Levy
New York, NY 10003

GDF Suez Energy           Trade                  $17,414
Resources, NA
2 N 9th Street
GENN 1
Allentown, PA 18010-1139

Affinia Manhattan         Trade                  $2,695

Sobel Westex              Trade                  $902

VDA LLC                   Trade                  $816

Affinia Fifty             Trade                  $691

Standard Textile          Trade                  $550

Toshiba America           Trade                  $390
Business Solutions

HD Supply Facilities      Trade                  $390
Maintenance

WB Mason Co., Inc.        Trade                  $289

Amenity Services, Inc.    Trade                  $266

Aalco Transport &         Trade                  $250
Storage Inc.

John Ritzenthaler Co.     Trade                  $213

EZYield.Com               Trade                  $193

Whitney Systems Inc.      Trade                  $175

The Regency NYC Inc.      Trade                  $144

Prestige Poly LLC         Trade                  $113

Capital Supply Co.        Trade                  $109

USA Bound/Liberty         Trade                  $102


EASTMAN KODAK: Again Attacks Apple's Claim to 8 Patents
-------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that Eastman Kodak Co.
again attempted to negate Apple Inc.'s claim to eight of its
patents Friday, telling a New York bankruptcy judge that it had
addressed his three areas of concern in its request for summary
judgment in the dispute.

Bankruptcy Law360 relates that Kodak is seeking to prove that
Apple and spinoff FlashPoint Inc., which laid claim to the same 10
patents as Apple, plus three more, were on actual or constructive
notice at least four or six years ago, thus barring their claims
under statutes of limitations.

                        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.


EAU TECHNOLOGIES: Incurs $563,000 Net Loss in Second Quarter
------------------------------------------------------------
EAU Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $563,248 on $119,237 of total revenues for the three
months ended June 30, 2012, compared with a net loss of $1.06
million on $71,524 of total revenues for the same period a year
ago.

The Company reported a net loss of $1.12 million on $194,931 of
total revenues for the six months ended June 30, 2012, compared
with a net loss of $1.76 million on $702,166 of total revenues for
the same period during the prior year.

The Company's balance sheet at June 30, 2012, showed $1.96 million
in total assets, $7.07 million in total liabilities, and a
$5.11 million total stockholders' deficit.

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

                       http://is.gd/iLwk9Q

                      About EAU Technologies

Kennesaw, Ga.-base EAU Technologies, Inc., is in the business of
developing, manufacturing and marketing equipment that uses water
electrolysis to create non-toxic cleaning and disinfecting fluids
for food safety applications as well as dairy drinking water.

In the auditors' report accompanying the consolidated financial
statements for the period ended Dec. 31, 2011, HJ & Associates,
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 a working capital
deficit as well as a deficit in stockholders' equity.


EC DEVELOPMENT: Had $624,200 Net Loss in Second Quarter
-------------------------------------------------------
EC Development, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $624,231 on $286,058 of revenues for the
three months ended June 30, 2012, compared with a net loss of
$491,229 on $58,043 of revenues for the same period last year.

For the six months ended June 30, 2012, the Company had a net loss
of $874,335 on $451,043 of revenues, compared with a net loss of
$936,541 on $114,634 of revenues for the same period of 2011.

The Company's balance sheet at June 30, 2012, showed $5.5 million
in total assets, $1.5 million in total liabilities, and
stockholders' equity of $4.0 million.

The Company had incurred cumulative losses of $10.0 million and
has negative working capital of $695,147 as at June 30, 2012.

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

                       http://is.gd/zadGVZ

Shawnee, Oklahoma-based EC Development, Inc., markets and sells,
casino-management systems in the form of a suite of cutting-edge
technology solutions under the brand name "Tahoe".

                           *     *     *

As reported in the TCR on April 11, 2012, Schulman Wolfson &
Abruzzo, LLP, in New York, New York, expressed substantial doubt
about EC Development'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
operating losses, negative working capital, no operating cash
flow and future losses are anticipated.  "The Company's plan of
operations, even if successful, may not result in cash flow
sufficient to finance and expand its business which raises
substantial doubt about its ability to continue as a going
concern."


EDIETS.COM INC: Incurs $144,000 Net Loss in Second Quarter
----------------------------------------------------------
eDiets.com, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $144,000 on $5.63 million of total revenue for the three months
ended June 30, 2012, compared with a net loss of $851,000 on $5.63
million of total revenue for the same period a year ago.

The Company reported a net loss of $1.21 million on $12.57 million
of total revenue for the six months ended June 30, 2012, compared
with a net loss of $1.23 million on $12.16 million of total
revenue for the same period during the prior year.

The Company's balance sheet at June 30, 2012, showed $1.99 million
in total assets, $4.26 million in total liabilities, all current,
and a $2.26 million total stockholders' deficit.

                        Bankruptcy Warning

On Aug. 10, 2012, the Company entered into a letter of intent with
As Seen On TV, Inc., a direct response marketing company, whereby
ASTV agreed to acquire all of the Company's outstanding shares of
common stock in exchange for 16,185,392 newly issued shares of
ASTV common stock, representing an acquisition price of
approximately $0.80 per share of the Company's common stock.
Under the Letter of Intent, all of the Company's other outstanding
securities exercisable or exchangeable for, or convertible into,
the Company's capital stock would be deemed converted into, and
exchanged for securities of ASTV on an as converted basis
immediately prior to the record date of the acquisition.

Both before and after consummation of the transactions described
in the Letter of Intent, and if those transactions are never
consummated, the continuation of the Company's business is
dependent upon raising additional financial support.

"In light of our results of operations, management has and intends
to continue to evaluate various possibilities to the extent these
possibilities do not conflict with our obligations under the
Letter of Intent," the Company said in its quarterly report for
the period ended June 30, 2012.  "These possibilities include:
raising additional capital through the issuance of common or
preferred stock, securities convertible into common stock, or
secured or unsecured debt, selling one or more lines of business,
or all or a portion of the our assets, entering into a business
combination, reducing or eliminating operations, liquidating
assets, or seeking relief through a filing under the U.S.
Bankruptcy Code."

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

                        http://is.gd/Zx6qJo

                           About eDiets

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

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


EMMIS COMMUNICATIONS: Agrees to Sell Two Magazines for $9 Million
-----------------------------------------------------------------
Emmis Communications Corporation entered into a non-binding letter
of intent to sell the assets of Country Sampler magazine, Smart
Retailer magazine, and related publications for approximately $9
million.  The operating income for these magazines in the twelve
months ended May 31, 2012, was approximately $1 million.

Under the terms of the letter of intent, the unnamed buyer has the
exclusive right to purchase the magazines for a period of 60 days.

Closing of this transaction is expected on or before Sept. 30,
2012, and is subject to completion of due diligence, negotiation
of a definitive purchase agreement, and purchaser obtaining lender
approval.

                    About Emmis Communications

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

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


ENERGY FUTURE: Completes Offering of $850 Million Senior Notes
--------------------------------------------------------------
Energy Future Intermediate Holding Company LLC, a wholly-owned
subsidiary of Energy Future Holdings Corp., and EFIH Finance Inc.,
a direct, wholly owned subsidiary of EFIH, completed an offering
of $250 million aggregate principal amount of the Issuer's 6.875%
Senior Secured Notes due 2017 and $600 million aggregate principal
amount of the Issuer's additional 11.750% Senior Secured Second
Lien Notes due 2022 in a private placement conducted pursuant to
the exemptions from registration contained in Rule 144A and
Regulation S under the Securities Act of 1933, as amended.

The First Lien Notes were issued pursuant to an Indenture, dated
as of Aug. 14, 2012, among the Issuer and The Bank of New York
Mellon Trust Company, N.A., as trustee.  The New 2022 Second Lien
Notes have identical terms, other than the issue date and issue
price, will be fungible with, and constitute part of the same
series as, the Initial 2022 Second Lien Notes.  The holders of the
New 2022 Second Lien Notes, the Initial 2022 Second Lien Notes and
the 2021 Second Lien Notes will generally vote as a single class
under the terms of the Second Lien Indenture.

The First Lien Notes will mature on Aug. 15, 2017.  Interest on
the First Lien Notes is payable in cash in arrears on February 15
and August 15 of each year at a fixed rate of 6.875% per annum,
commencing on Feb. 15, 2013.  The 2022 Second Lien Notes will
mature on March 1, 2022.  Interest on the 2022 Second Lien Notes
is payable in cash in arrears on March 1 and September 1 of each
year at a fixed rate of 11.750% per annum, commencing on Sept. 1,
2012.

On Aug. 14, 2012, the Issuer also entered into a registration
rights agreement with the initial purchasers.

A copy of the Indenture is available for free at:

                       http://is.gd/gp4DK9

                       About Energy Future

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

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

The Company's balance sheet at Dec. 31, 2011, showed $44.07
billion in total assets, $51.83 billion in total liabilities, and
a $7.75 billion total deficit.

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

                           *     *     *

As reported by the TCR on Aug. 15, 2012, Moody's downgraded the
Corporate Family Rating (CFR) of EFH to Caa3 from Caa2 and
affirmed its Caa3 Probability of Default Rating (PDR) and SGL-4
Speculative Grade Liquidity Rating.  The downgrade of EFH's CFR to
Caa3 from Caa2 reflects the company's financial distress and
limited financial flexibility.  EFH's capital structure is complex
and, in Moody's opinion, untenable which calls into question the
sustainability of the business model and expected duration of its
liquidity reserves.


ENVISION SOLAR: Had $235,400 Net Loss in Second Quarter
-------------------------------------------------------
Envision Solar International, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $235,405 on $111,793 of
revenues for the the three months ended June 30, 2012, compared
with net income of $381,450 on $299,896 of revenues for the same
period a year ago.

For the six months ended June 30, 2012, the Company had a net loss
of $1.2 million on $420,508 of revenues, compared with a net loss
of $946,537 on $568,384 of revenues for the same period in 2011.

The Company's balance sheet at June 30, 2012, showed $1.4 million
in total assets, $2.6 million in total current liabilities, and a
stockholders' deficit of $1.2 million.

"For the six months ended June 30, 2012, the Company had net
losses of $1,219,364.  Additionally, at June 30, 2012, the Company
had a working capital deficit of $1,345,359, an accumulated
deficit of $23,559,824 and a stockholders' deficit of $1,223,622.
These factors raise substantial doubt about the Company?s ability
to continue as a going concern."

As reported in the TCR on April 9, 2012, Salberg & Company P.A.,
in Boca Raton, Fla., expressed substantial doubt about Envision
Solar's ability to continue as a going concern, following the
Company's results for the year ended Dec. 31, 2011.  The
independent auditors noted that the Company reported
a net loss of $2,547,493 and $2,360,851 in 2011 and 2010,
respectively, and used cash for operating activities of $1,970,831
and $1,112,794 in 2011 and 2010, respectively.  "At Dec. 31, 2011,
the Company had a working capital deficiency, stockholders'
deficit and accumulated deficit of $2,657,976, $2,482,203 and
$22,340,460, respectively."

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

                        http://is.gd/pnZqHS

San Diego, Calif.-based Envision Solar International, Inc., is a
developer of solar products and proprietary technology solutions.
The Company focuses on creating high quality products which
transform both surface and top deck parking lots of commercial,
institutional, governmental and other customers into shaded
renewable generation plants.


EVENSTAR INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Evenstar, Inc.
        809 Aldo Avenue, Suite 105
        Santa Clara, CA 95054-2255

Bankruptcy Case No.: 12-56172

Chapter 11 Petition Date: August 20, 2012

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

Judge: Arthur S. Weissbrodt

Debtor's Counsel: Stanley A. Zlotoff, Esq.
                  LAW OFFICES OF STANLEY A. ZLOTOFF
                  300 S 1st St. #215
                  San Jose, CA 95113
                  Tel: (408)287-1313
                  E-mail: zlotofflaw@gmail.com

Scheduled Assets: $372,125

Scheduled Liabilities: $1,388,936

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/canb12-56172.pdf

The petition was signed by David Miller, president.


FANNIE MAE: Amends Preferred Stock Purchase Pact with Treasury
--------------------------------------------------------------
Fannie Mae, through the Federal Housing Finance Agency, in its
capacity as conservator, and the United States Department of the
Treasury, previously entered into an amended and restated senior
preferred stock purchase agreement.

On Aug. 17, 2012, Treasury and Fannie Mae, through FHFA acting on
Fannie Mae's behalf in its capacity as conservator, entered into a
third amendment to the amended and restated senior preferred stock
purchase agreement.  The amendment revised the terms of the
agreement and the related senior preferred stock in the following
ways:

   * Dividends.  Beginning in 2013, the method for calculating the
     amount of dividends Fannie Mae is required to pay Treasury on
     the senior preferred stock will change.  The method for
     calculating the amount of dividends payable on the senior
     preferred stock in effect prior to this amendment, which will
     remain in effect through Dec. 31, 2012, is to apply an annual
     dividend rate of 10% to the aggregate liquidation preference
     of the senior preferred stock.  Effective Jan. 1, 2013, the
     amount of dividends payable on the senior preferred stock for
     a dividend period will be determined instead based on our net
     worth as of the end of the immediately preceding fiscal
     quarter.  For each dividend period from Jan. 1, 2013, through
     and including Dec. 31, 2017, the dividend amount will be the
     amount, if any, by which our net worth as of the end of the
     immediately preceding fiscal quarter exceeds an applicable
     capital reserve amount.  The applicable capital reserve
     amount will be $3 billion for 2013 and will be reduced by
     $600 million each year until it reaches zero on Jan. 1, 2018.
     For each dividend period thereafter, the dividend amount will
     be the amount of our net worth, if any, as of the end of the
     immediately preceding fiscal quarter.

   * Periodic Commitment Fee.  Effective Jan. 1, 2013, the
     periodic commitment fee provided for under the agreement is
     suspended, as long as the changes to the dividend payment
     provisions referenced above remain in effect.

   * Transfer of Assets Covenant.  The transfer of assets covenant
     contained in Section 5.4 of the agreement was amended to
     allow the company to dispose of assets and properties at fair
     market value, in one transaction or a series of related
     transactions, without requiring the prior written consent of
     Treasury, if those assets have a fair market value
     individually or in the aggregate of less than $250 million,
     regardless of whether or not the transaction is in the
     ordinary course of business.

   * Mortgage Assets Covenant.  The mortgage assets covenant
     contained in Section 5.7 of the agreement was amended to: (1)
     reduce the maximum allowable amount of mortgage assets Fannie
     Mae may own as of Dec. 31, 2012, from $656.1 billion to $650
     billion; and (2) require that, on December 31 of each year
     following Dec. 31, 2012, Fannie Mae reduce its mortgage
     assets to 85% of the maximum allowable amount that it was
     permitted to own as of December 31 of the immediately
     preceding calendar year (rather than 90% as previously
     provided by the agreement), until the amount of Fannie Mae's
     mortgage assets reaches $250 billion.

   * Annual Risk Management Plan Covenant.  A new covenant was
     added requiring that Fannie Mae provide an annual risk
     management plan to Treasury not later than December 15 of
     each year Fannie Mae remains in conservatorship, beginning
     not later than Dec. 15, 2012.  Each annual risk management
     plan is required to set out Fannie Mae's strategy for
     reducing its risk profile and to describe the actions it will
     take to reduce the financial and operational risk associated
     with each of its business segments.  Each plan delivered
     after Dec. 15, 2012, must include an assessment of Fannie
     Mae's performance against the planned actions described in
     the prior year's plan.

In addition, the amendment also requires that Fannie Mae amend or
replace the existing Certificate of Designation for the senior
preferred stock to reflect the revised dividend payment provisions
described above by no later than Sept. 30, 2012.

Treasury beneficially owns more than 5% of the outstanding shares
of Fannie Mae's common stock by virtue of the warrant Fannie Mae
issued to Treasury on Sept. 7, 2008.

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

                         http://is.gd/jipqE5

                           About Fannie Mae

Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.

Fannie Mae has been under conservatorship, with the Federal
Housing Finance Agency acting as conservator, since September 6,
2008.  As conservator, FHFA succeeded to all rights, titles,
powers and privileges of the company, and of any shareholder,
officer or director of the company with respect to the company and
its assets.  The conservator has since delegated specified
authorities to Fannie Mae's Board of Directors and has delegated
to management the authority to conduct day-to-day operations.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9% of its common
stock, and Treasury has made a commitment under a senior preferred
stock purchase agreement to provide Fannie with funds under
specified conditions to maintain a positive net worth.

Fannie Mae reporte a net loss of $16.85 billion in 2011, a net
loss of $14.01 billion in 2010, and a net loss of $72.02 billion
in 2009.

The Company's balance sheet at June 30, 2012, showed
$3.19 trillion in total assets, $3.19 trillion in total
liabilities, and $2.77 billion in total equity.


FIBERTOWER NETWORK: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Fibertower Spectrum Holdings LLC, filed with the U.S. Bankruptcy
Court for the Northern District of Texas its schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property          $106,630,000
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $132,211,924
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $40,290,051
                                 -----------      -----------
        TOTAL                   $106,630,000     $175,501,975

Debtor-affiliates also filed their respective schedules
disclosing:

   Company                       Assets           Liabilities
   -------                       ------           -----------
FiberTower Licencing Corp.                $0     $172,501,975
FiberTower Network Services      $66,058,071     $512,044,326
  Corp.

Copies of the schedules are available for free at:

   http://bankrupt.com/misc/FIBERTOWER-licensing_sal.pdf
   http://bankrupt.com/misc/FIBERTOWER_fibertowernetwork_sal.pdf
   http://bankrupt.com/misc/FIBERTOWER_spectrum_sal.pdf

                          About FiberTower

FiberTower Corporation, FiberTower Network Services Corp.,
FiberTower Licensing Corp., and FiberTower Spectrum Holdings
LLC filed for Chapter 11 protection (Bankr. N.D. Tex. Case Nos.
12-44027 to 12-44031) on July 17, 2012, together with a plan
support agreement struck with prepetition secured noteholders.

FiberTower is an alternative provider of facilities-based backhaul
services, principally to wireless carriers, and a national
provider of millimeter-band spectrum services.  Backhaul is the
transport of voice, video and data traffic from a wireless
carrier's mobile base station, or cell site, to its mobile
switching center or other exchange point.  FiberTower provides
spectrum leasing services directly to other carriers and
enterprise clients, and also offer their spectrum services through
spectrum brokerage arrangements and through fixed wireless
equipment partners.

FiberTower's significant asset is the ownership of a national
spectrum portfolio of 24 GHz and 39 GHz wide-area spectrum
licenses, including over 740 MHz in the top 20 U.S. metropolitan
areas and, in the aggregate, roughly 1.72 billion channel pops
(calculated as the number of channels in a given area multiplied
by the population, as measured in the 2010 census, covered by
these channels).  FiberTower believes the Spectrum Portfolio
represents one of the largest and most comprehensive collections
of millimeter wave spectrum in the U.S., covering areas with a
total population of over 300 million.

As of the Petition Date, FiberTower provides service to roughly
5,390 customer locations at 3,188 deployed sites in 13 markets
throughout the U.S.  The fixed wireless portion of these hybrid
services is predominantly through common carrier spectrum in the
11, 18 and 23 GHz bands.  FiberTower's biggest service markets are
Dallas/Fort Worth and Washington, D.C./Baltimore, with additional
markets in Atlanta, Boston, Chicago, Cleveland, Denver, Detroit,
Houston, New York/New Jersey, Pittsburgh, San Antonio/Austin/Waco
and Tampa.

As of June 30, 2012, FiberTower's books and records reflected
total combined assets, at book value, of roughly $188 million and
total combined liabilities of roughly $211 million.  As of the
Petition Date, FiberTower had unrestricted cash of roughly $23
million.  For the six months ending June 30, 2012, FiberTower had
total revenue of roughly $33 million.  With the help of FTI
Consulting Inc., FiberTower's preliminary valuation work shows
that the Company's enterprise value is materially less than $132
million -- i.e., the approximate principal amount of the 9.00%
Senior Secured Notes due 2016 outstanding as of the Petition Date.
The preliminary valuation work is based upon the assumption that
FiberTower's spectrum licenses will not be terminated.

Judge D. Michael Lynn oversees the Chapter 11 case.  Lawyers at
Andrews Kurth LLP serve as the Debtors' lead counsel.  Lawyers at
Hogan Lovells and Willkie Farr and Gallagher LLP serve as special
FCC counsel.  FTI Consulting serve as financial advisor.  BMC
Group Inc. serve as claims and noticing agent.  The petitions were
signed by Kurt J. Van Wagenen, president.

Wells Fargo Bank, National Association -- as indenture trustee and
collateral agent to the holders of 9.00% Senior Secured Notes due
2016 owed roughly $132 million as of the Petition Date -- is
represented by Eric A. Schaffer, Esq., at Reed Smith LLP.  An Ad
Hoc Committee of Holders of the 9% Secured Notes Due 2016 is
represented by Kris M. Hansen, Esq., and Sayan Bhattacharyya,
Esq., at Stroock & Stroock & Lavan LLP.  Wells Fargo and the Ad
Hoc Committee also have hired Stephen M. Pezanosky, Esq., and Mark
Elmore, Esq., at Haynes and Boone, LLP, as local counsel.

U.S. Bank, National Association -- in its capacity as successor
indenture trustee and collateral agent to holders of the 9.00%
Convertible Senior Secured Notes due 2012, owed $37 million as of
the Petition Date -- is represented by Michael B. Fisco, Esq., at
Faegre Baker Daniels LLP, as counsel and J. Mark Chevallier, Esq.,
at McGuire Craddock & Strother PC as local counsel.

William T. Neary, the U.S. Trustee for Region 6 appointed five
members to the Official Committee of Unsecured Creditors in the
Debtors' cases.

The Official Committee of Unsecured Creditors are represented by

         David M. Posner, Esq.
         Gianfranco Finizio, Esq.
         OTTERBOURG, STEINDLER, HOUSTON & ROSEN, P.C.
         230 Park Avenue
         New York, NY 10169-0075
         E-mail: dposner@oshr.com
                 gfinizio@oshr.com

                - and -

         Michael D. Warner, Esq.
         Emily S. Chou, Esq.
         COLE, SCHOTZ, MEISEL, FORMAN & LEONARD, P.A.
         301 Commerce Street, Suite 1700
         Fort Worth, Texas 76102
         E-mail: mwarner@coleschotz.com
                 echou@coleschotz.com


FLINTKOTE COMPANY: Wants Plan Exclusivity Until Jan. 31
-------------------------------------------------------
The Flintkote Company and Flintkote Mines Limited ask the Hon.
Judith K. Fitzgerald of the U.S. Bankruptcy Court for the District
of Delaware to further extend to Jan. 31, 2013, the period during
which the Debtors have the exclusive right to file a Chapter 11
plan of reorganization.  The Debtors also ask the Court to extend
to March 31, 2013, the period during which the Debtors have the
exclusive right to solicit acceptances of the plan.

The Official Committee of Asbestos Personal Injury Claimants
supports the Debtors' extension requests.

The Debtors filed an amended joint plan of reorganization in
respect of the Debtors dated July 17, 2009 (as further modified on
Aug. 5, 2010, Aug. 31, 2011, Nov. 16, 2011, and as may be further
modified in the future), along with a supplemental document
describing the minor modifications embodied under the Modified
Amended Plan.  The Court approved that supplemental disclosure
document on July 30, 2009.

The Modified Amended Plan was accepted by majority of all the
classes of creditors and asbestos claimants, including nearly 95%
of the Asbestos Personal Injury Claimants.  The trial on
confirmation of the Modified Amended Plan was held on
Oct. 25-26, 2010, Sept. 12-13, 2011, and Sept. 19, 2011.

The Modified Amended Plan has now been accepted by all classes of
creditors and claimants, including the vast majority of Asbestos
Personal Injury Claimants.  "Preserving exclusivity at this
crucial point in the plan process is necessary to further one of
the principal goals of the Chapter 11 process -- the successful
rehabilitation of a debtor through a consensual plan of
reorganization," the Debtors stated.

Collectively, the Debtors are defendants in over 157,000 asbestos-
related personal injury claims pending in various jurisdictions
and an unknown number of future asbestos-related personal injury
claims.  The Debtors' current and future liability for Asbestos
Personal Injury Claims is estimated to exceed $3 billion.  The
Plan proposes establishing a section 524(g) trust to fairly and
equitably address and resolve the large number and amount of
Asbestos Personal Injury Claims.

The Debtors successfully negotiated and formulated the Modified
Amended Plan with the Asbestos Claimants Committee and Future
Claimants Representative.  The Debtors are in the process of
resolving certain non-asbestos-related claims filed against their
estates and, in this regard, have made significant progress in
negotiating remediation and entering into settlement agreements
with various environmental claimants.  The Debtors are also
continuing in their efforts to negotiate "buy-out" arrangements
with their remaining insurers.

                    About The Flintkote Company

Headquartered in San Francisco, California, The Flintkote Company
is engaged in the business of manufacturing, processing and
distributing building materials.  Flintkote Mines Limited is a
subsidiary of Flintkote Company and is engaged in the mining of
base-precious metals.  The Flintkote Company filed for Chapter 11
protection (Bankr. D. Del. Case No. 04-11300) on April 30, 2004.
Flintkote Mines Limited filed for Chapter 11 relief (Bankr. D.
Del. Case No. 04-12440) on Aug. 25, 2004.  Kevin T. Lantry, Esq.,
Jeffrey E. Bjork, Esq., Dennis M. Twomey, Esq., Jeremy E.
Rosenthal, Esq., and Christina M. Craige, Esq., at Sidley Austin,
LLP, in Los Angeles; James E. O'Neill, Esq., and Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Del., represent the Debtors in their restructuring efforts.  Elihu
Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New York,
N.Y.; Peter Van N. Lockwood, Esq., Ronald E. Reinsel, Esq., at
Caplin & Drysdale, Chartered, in Washington, D.C.; and Philip E.
Milch, Esq., at Campbell & Levine, LLC, in Wilmington, Del.,
represent the Asbestos Claimants Committee as counsel.

When Flintkote Company filed for protection from its creditors, it
estimated more than $100 million each in assets and debts.  When
Flintkote Mines Limited filed for protection from its creditors,
it estimated assets of $1 million to $50 million, and debts of
more than $100 million.


FRESH START: Had $438,500 Net Loss in Second Quarter
----------------------------------------------------
Fresh Start Private Management, Inc., filed its quarterly report
on Form 10-Q, reporting a net loss of $438,537 on sales of
$179,209 for the three months ended June 30, 2012, compared with a
net loss of $68,856 on sales of $305,230 for the corresponding
period last year.

For the six months ended June 30, 2012, the Company had a net loss
of $457,378 on sales of $440,092, compared with a net loss of
$216,260 on sales of $333,880 for the same period of 2011.

The Company's balance sheet at June 30, 2012, showed $5.1 million
in total assets, $2.0 million in total current liabilities, and
stockholders' equity of $3.1 million.

"The Company has incurred significant recurring losses which have
resulted in an accumulated deficit of $1,170,117, a working
capital deficiency of $857,972 at June 30, 2012, and negative cash
flows from operations of $615,388 for the six months ended
June 30, 2012, which, raises 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/dKxV8d

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

                           *     *     *

As reported in the TCR on Jul 11, 2012, Wilson Morgan LLP, in
Irvine, California, expressed substantial doubt about Fresh
Start'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 of the Company's losses from
operations.


GATOR INVESTMENT: Files for Chapter 11 in Gainesville, Fla.
-----------------------------------------------------------
Gator Investment & Development, LLC, filed a Chapter 11 petition
(Bankr. N.D. Ga. Case No. 12-10330) in Gainesville, Florida on
Aug. 17, 2012.

According to the list of creditors, TD Bank is owed $9.50 million
on a mortgage, of which $5.00 million is secured by a property.

The Debtor on the petition date filed emergency motions to pay
prepetition wages and use cash collateral.

A meeting of creditors under 11 U.S.C. Sec. 341(a) is scheduled
for Oct. 4, 2012 at 1:00 p.m.  The Debtor has already filed its
schedules of assets and liabilities.


GATOR INVESTMENT: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Gator Investment & Development, LLC
        2601 SW Archer Road
        Gainesville, FL 32608

Bankruptcy Case No.: 12-10330

Chapter 11 Petition Date: August 17, 2012

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

Debtor's Counsel: Seldon J. Childers, Esq.
                  CHILDERSLAW, LLC
                  2135 N.W. 40th Terrace, Suite B
                  Gainesville, FL 32605
                  Tel: (866) 996-6104
                  Fax: (407) 209-3870
                  E-mail: jchilders@smartbizlaw.com

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

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

The petition was signed by George G. Levin, managing member.

Debtor's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
TD BANK                   mortgage               $9,504,247
c/o Tim Haines, Esq.
125 NE First Avenue, Suite 1
Ocala, FL 34470

9191 South Dixie          loan from              $3,309,635
Limited Partnership       corporation
100 Bay Colony Lane
Ft. Lauderdale, FL 33308

MaCor Realty, Inc.        litigation             $419,357
c/o T.Scott Frazier, Esq.
125 East Jefferson Street
Orlando, FL 32801

University Commons Home   association fees       $104,027
Owners Assoc.

Foxcroft Village, LLC     loan from corp.        $73,981

Stok, Folk & Kon          attorney fees          $66,477

Gainesville Regional      utilities              $18,428
Utilities

Promax Painting, Inc.     painting services      $15,000

Greenspoon Marder PA      attorney fees          $9,757

Sprechman & Associates,   attorney fees          $8,707
PA

Gerson, Preston,          attorney fees          $5,500
Robinson and Co.

Sherwin Williams          purchase money         $5,495

Chadwell Supply           lien                   $5,465

The Hartford              insurance              $3,790

National Medical          services               $3,427
Administrators, Inc.

Emerson Appraisal         services               $2,100

Gillen Broadcasting       services               $1,650
Corp.

Florida Pest Control      services               $320

A&C Professionals         maintenance services   $270

Roberto and Pasqualine    litigation             $0
Mosca


GAMMA MEDICA-IDEAS: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Gamma Medica-Ideas, Inc.
        19355 Business Center Drive
        Suite 8
        Northridge, CA 91324

Bankruptcy Case No.: 12-17474

Chapter 11 Petition Date: August 20, 2012

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

Debtor's Counsel: Krikor J. Meshefejian, Esq.
                  Ron Bender, Esq.
                  LEVENE, NEALE, BENDER, YOO & BRILL LLP
                  10250 Constellation Blvd, Suite 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  Fax: (310) 229-1244
                  E-mail: kjm@lnbrb.com
                          rb@lnbyb.com

Estimated Assets: $0 to $50,000

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

The petitions were signed by James Calandra, president and chief
executive officer.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Gamma Medica-Ideas (USA), Inc.         12-17469   08/20/12
  Assets: $1,000,001 to $10,000,000
  Debts: $10,000,001 to $50,000,000
Industrial Digital Imaging, Inc.       12-17483   08/20/12
  Assets: $0 to $50,000
  Debts: $10,000,001 to $50,000,000

A copy of Gamma Medica-Ideas's list of its nine largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/cacb12-17474.pdf

A copy of Gamma Medica-Ideas (USA)'s list of its 20 largest
unsecured creditors filed together with the petition is available
for free at http://bankrupt.com/misc/cacb12-17469.pdf


GENERAL MOTORS: Again Losing Market Share
-----------------------------------------
American Bankruptcy Institute reports that General Motors is once
again losing market share, and it seems unable to develop products
that are truly competitive in the U.S. market, according to a
commentary in Forbes.

                        About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company (NYSE:GM, TSX: GMM) -- http://www.gm.com/-- is one of
the world's largest automakers, traces its roots back to 1908.
GM employs 208,000 people in every major region of the world and
does business in more than 120 countries.  GM and its strategic
partners produce cars and trucks in 30 countries, and sell and
service these vehicles through the following brands: Baojun,
Buick, Cadillac, Chevrolet, GMC, Daewoo, Holden, Isuzu, Jiefang,
Opel, Vauxhall, and Wuling.  GM's largest national market is
China, followed by the United States, Brazil, the United Kingdom,
Germany, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. was formed to acquire the operations of
General Motors Corp. through a sale under 11 U.S.C. Sec. 363
following Old GM's bankruptcy filing.  The U.S. government once
owned as much as 60.8% stake in New GM on account of the
financing it provided to the bankrupt entity.  The deal was
closed July 10, 2009, and Old GM changed its name to Motors
Liquidation Co.

General Motors Corp. 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, 2011.


GEOMET INC: Common Stock Delisted from NASDAQ Stock Market
----------------------------------------------------------
The NASDAQ Stock Market LLC notified the U.S. Securities and
Exchange Commission regarding the removal from listing or
registration of GeoMet, Inc.'s common stock on NASDAQ.

On Aug. 2, 2012, the Company was notified by the Listing
Qualifications Department of the NASDAQ that the Company's common
stock had closed at less than $1 over the previous 180 calendar
days and, as a result, did not comply with listing rules.

GeoMet's common stock began trading Aug. 14 on the OTCQB
Marketplace under the Company's current symbol, GMET.

                         About Geomet Inc.

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

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

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

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

The Company's balance sheet at June 30, 2012, showed $144.47
million in total assets, $173.55 million in total liabilities,
$32.17 million in series A convertible redeemable preferred stock,
and a $61.25 million total stockholders' deficit.


GETTY IMAGES: S&P Puts 'BB-' Issuer Credit Rating on Watch Neg
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' rating on
Seattle-based Getty Images Inc., along with all issue-level
ratings on its debt, on CreditWatch with negative implications.

The CreditWatch placement is based on Getty Images' announcement
that it will be acquired by private-equity investor Carlyle Group
L.P. for about $3.3 billion and that both debt leverage and
financial risk are likely to increase correspondingly.

"Getty's second-quarter performance was below our expectations.
For the three months ended June 30, 2012, reported revenue and our
calculation of EBITDA declined 2.5% and 2.3%. We believe that
unfavorable foreign exchange movements and soft global
macroeconomic conditions contributed to the declines. Under our
base-case scenario for full year 2012, we expect revenue will be
flat for the year as benefits from U.S. political advertising and
the London Olympics will boost results in the second half. We
expect EBITDA will increase at a low- to mid-single-digit percent
rate primarily due to the cost reductions taken in the first
quarter of 2012," S&P said.

"The company has not announced the details of its post-LBO new
capital structure. At June 30, 2012, Getty's debt (adjusted for
leases) to EBITDA was about 4.6x. We expect that leverage will
rise as result of the transaction," S&P said.

"We expect to meet with management to discuss its business
outlook, review the new capital structure, and assess the
financial policy post-LBO," said Standard & Poor's credit analyst
Daniel Haines. "We will likely resolve the CreditWatch listing
upon completion of the acquisition."


GRESHAM & GRAHAM: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Gresham & Graham General Partnership
        341 W. Secretariat
        Tempe, AZ 85284

Bankruptcy Case No.: 12-18559

Chapter 11 Petition Date: August 20, 2012

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

Judge: Charles G. Case II

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

Scheduled Assets: $1,009,000

Scheduled Liabilities: $1,245,000

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/azb12-18559.pdf

The petition was signed by Theresa Littler, general partner.


HALLWOOD GROUP: Files Form 10-Q, Had $1.2MM Net Loss in 2nd Qtr.
----------------------------------------------------------------
The Hallwood Group Incorporated filed its quarterly report on Form
10-Q, reporting a net loss of $1.2 million on $37.2 million of
revenues for the three months ended June 30, 2012, compared with a
net loss of $3.5 million on $36.7 million of revenues for the same
period last year.

For the six months ended June 30, 2012, the Company had a net loss
of $10.8 million on $73.1 million of revenues, compared with a net
loss of $4.5 million on $63.5 million of revenues for the same
period of 2011.

The Company's balance sheet at June 30, 2012, showed $79.7 million
in total assets, $31.3 million in total liabilities, and
stockholders' equity of $48.4 million.

Going Concern

On April 24, 2012, the United States District Court in the
Adversary Proceeding (styled as Hallwood Energy, L.P. v. The
Hallwood Group Incorporated, Adversary No. 09-03082) issued a
Judgment awarding damages against the Company totaling
approximately $18,700,000 plus prejudgment and postjudgment
interest and court costs and plaintiff's attorneys' fees as may be
requested and awarded pursuant to a subsequent motion.

According to the regulatory filing, the Company satisfied the
Judgment, including prejudgment and postjudgment interest, in two
payments; $3,774,000 on May 4, 2012, and $17,947,000 on May 9,
2012.  "At June 30, 2012, the litigation reserve for the Hallwood
Energy Matters is $2,179,000.  The parties settled the amount of
court costs for approximately $101,000, which is expected to be
paid on or before Aug. 28, 2012.  While the Company will be
required to pay some additional amount of money to the plaintiffs
as compensation for their attorney fees related to the breach of
contract claim they prosecuted against the Company, the amounts
and timing of that payment are currently unresolved and will be
determined by the Bankruptcy Court (for the Northern District of
Texas).  The plaintiffs have alleged that they are entitled to
approximately $4,000,000 for attorney fees while the Company
contends that they should only recover a small fraction of that
amount.  In addition, the Company is in the process of appealing
to the Fifth Circuit Court of Appeals the portions of the Judgment
awarding a combined $17,947,000 on the plaintiffs' tort claims.
Because the initial appellate brief has not yet been filed, at
this point it is difficult to determine or approximate when the
appellate court might rule on the Company's appeal."

"In addition to its current available cash, to obtain additional
funds to satisfy the Judgment, in May 2012, the Company received
an $8,000,000 dividend from Brookwood and the $10,000,000 HFL
Loan."

"The Company's ability to receive additional cash dividends or
other advances from Brookwood above the permitted annual
discretionary dividend not to exceed 50% of Brookwood's net income
to repay the HFL Loan or for other purposes, is dependent upon
Brookwood obtaining consent from BB&T for such payments.  Any such
payments or advances would also be contingent upon the approval of
Brookwood's board of directors and Brookwood's ability to meet the
requirements of the Delaware corporate laws for the payment of
dividends and compliance with other applicable laws and
requirements."

"The aforementioned circumstances 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/S3ivEk

Dallas, Texas-based The Hallwood Group Incorporated (NYSE MKT:
HWG) operates as a holding company.  The Company operates its
principal business in the textile products industry through its
wholly owned subsidiary, Brookwood Companies Incorporated.

Brookwood is an integrated textile firm that develops and produces
innovative fabrics and related products through specialized
finishing, treating and coating processes.

Prior to October 2009, The Hallwood Group Incorporated held an
investment in Hallwood Energy, L.P. ("Hallwood Energy").  Hallwood
Energy was a privately held independent oil and gas limited
partnership and operated as an upstream energy company engaged in
the acquisition, development, exploration, production, and sale of
hydrocarbons, with a primary focus on natural gas assets.  The
Company accounted for the investment in Hallwood Energy using the
equity method of accounting.  Hallwood Energy filed for bankruptcy
in March 2009.  In connection with the confirmation of Hallwood
Energy's bankruptcy in October 2009, the Company's ownership
interest in Hallwood Energy was extinguished and the Company no
longer accounts for the investment in Hallwood Energy using the
equity method of accounting.


HEALTHWAREHOUSE.COM INC: To Provide Mail-Order Services to Restat
-----------------------------------------------------------------
Healthwarehouse.com, Inc., on July 31, 2012, entered into an
agreement with Restat, Inc., to serve as a non-exclusive mail-
order pharmacy partner to Restat and its clients.  Through the
partnership, HealthWarehouse.com will work with Restat and its
clients to fulfill mail-order pharmacy services.

Restat is the largest independent PBM in the United States, and
currently serves more than 4,200 clients, ranging in size from the
Fortune 50 to small managed care organizations, which represent
over 16 million lives.

                     About HealthWarehouse.com

HealthWarehouse.com, Inc., headquartered in Florence, Kentucky, is
a Verified Internet Pharmacy Practice Sites accredited retail
mail-order pharmacy and healthcare e-commerce company that sells
discounted generic and brand name prescription drugs, as well as,
over-the-counter (OTC) medical products.

In the auditors' report accompanying the consolidated financial
statement for the year ended Dec. 31, 2011, Marcum LLP, in New
York, N.Y., expressed substantial doubt about
HealthWarehouse.com's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred
significant losses and needs to raise additional funds to meet its
obligations and sustain its operations.

The Company reported a net loss of $5.71 million on $10.36 million
of sales in 2011, compared with a net loss of $3.69 million on
$5.69 million of sales in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.67 million
in total assets, $4.96 million in total liabilities, redeemable
preferred stock of $566,394, and a stockholders' deficit of
$2.86 million.


HIGH UP DAIRY: Owner of Convenience Stores in Va. File Chapter 11
-----------------------------------------------------------------
High Up Dairy Mart Inc. filed a Chapter 11 petition (Bankr. E.D.
Va. 12-14955) in Alexandria on Aug. 14.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that High Up Dairy owns or operates seven convenience
stores selling gasoline.  Based in Leesburg, Virginia, the company
generated $90 million of revenue in 2011 and $40 million in the
first half of 2012.

The Debtor estimated just up to $50,000 in assets and more than
$10 million in debt.


HORIZON VILLAGE: Plan Exclusivity Extended Beyond Confirmation
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada extended
Horizon Village Square LLC's exclusive period to solicit
acceptances for the amended Plan of Reorganization until the 15th
day after the Court enters its order on confirmation of the Plan.

On Oct. 25, 2011, the Debtor filed a plan.  The Debtor filed its
Disclosure Statement on Nov. 16, 2011. The Debtor's creditors have
already voted to accept or reject the Plan, and plan confirmation
proceedings have concluded.

Secured creditor Wells Fargo, which objected to the open-ended
exclusivity request, said the Debtor's Plan represents a "kick the
can down the road" approach that assumes the Debtor will be able
to refinance its debt or sell Wells Fargo's collateral and pay the
then-due balance in full within five years.  Wells Fargo has
sought relief from the automatic stay so that the Court could
"test" the Plan at the confirmation hearing and decide whether the
Debtor has met its burden of proof under Section 1129 of the
Bankruptcy Code, or whether the Court should grant stay relief.

                      About Horizon Village

Horizon Village Square LLC (Bankr. D. Nev. Case No. 11-21034) owns
the Vons-anchored Horizon Village Square Shopping Center near
I-515 and Horizon Drive in Henderson.  The property includes five
retail buildings with nearly 43,000 square feet of space.

Ten Saints LLC (Bankr. D. Nev. Case No. 11-21028) owns the 134-
room Hampton Inn & Suites at St. Rose Parkway and Seven Hills
Drive in Henderson.

Beltway One Development Group LLC (Bankr. D. Nev. Case No. 11-
21026) owns the Desert Canyon Business Park at Russell Road and
the Las Vegas Beltway. It has two buildings and 15 acres.

Nigro HQ LLC (Bankr. D. Nev. Case No. 11-21014) owns an office
building at 9115 W. Russell Road occupied by Bank of George,
Infinity Plus LLC and Nigro Construction Inc.

Todd Nigro said the four bankruptcies were caused by threatened
foreclosures -- typically related to Wells Fargo Bank demanding
payments to keep loan-to-value ratios at specified levels.

Judge Mike K. Nakagawa presides over the cases.  Lawyers at Gordon
Silver serve as the Debtors' bankruptcy counsel.  The bankruptcy
petitions estimated assets and debts from $1 million to $10
million each for Nigro HQ; and from $10 million to $50 million in
both assets and debts for Horizon Village, Ten Saints and Beltway
One.  The cases are not jointly administered.

A fifth related business, Russell Boulder LLC, filed for
bankruptcy (Bankr. D. Nev. Case No. 10-29724) on Oct. 19, 2010.
It owns the 600-suite Siena Suites extended stay property at
Boulder Highway and Russell Road.

Edward M. Zachary, Esq., at Bryan Cave LLP, in Bryan Cave LLP, in
Phoenix, Ariz., and Robert M. Charles, Jr., Esq., at Lewis and
Roca LLP, in Los Vegas, Nev., represent Wells Fargo Bank, N.A., as
counsel.


HORNE INTERNATIONAL: Incurs $506,000 Net Loss in Second Quarter
---------------------------------------------------------------
Horne International, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $506,000 on $974,000 of revenue for the three months
ended June 24, 2012, compared with net income of $739,000 on $1.30
million of revenue for the three months ended June 26, 2011.

The Company reported a net loss of $842,000 on $2.40 million of
revenue for the six months ended June 24, 2012, compared with net
income of $474,000 on $2.33 million of revenue for the six months
eded June 26, 2011.

The Company's balance sheet at June 24, 2012, showed $1.19 million
in total assets, $2.48 million in total liabilities and a $1.28
million total stockholders' deficit.

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

                       http://is.gd/ANwBqq

                     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.

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.


HOSTESS BRANDS: Teamsters Union Members Will Vote on Final Offer
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Teamsters union members at Hostess Brands Inc. will
vote on a final offer from the baker of Wonder Bread that includes
an 8% reduction in wages along with work-rule and benefit
concessions.

In a letter to employees, Hostess President and CEO Gregory F.
Rayburn touted the agreement with the International Brotherhood of
Teamsters, the result of months of negotiations, and said the IBT
agreed to let its members vote on the company's final offer,
according to Bankruptcy Law360.

According to the Bloomberg report, although the union isn't
recommending that workers vote for or against the contract, the
Teamsters told their membership that "rejecting it outright means
the loss of your jobs."  The Teamsters will count votes by the
Hostess workers on Sept. 14, the union said on its Web site.  In a
letter to the workers on the company's Web site, Hostess said the
new contract proposal is supported by secured lenders.  If
accepted, Hostess said it will use the new Teamsters contract as a
"blueprint" for agreements with the other unions, including the
bakery workers' union.  The Teamsters is the company's largest
union.

The Bloomberg report relates that Hostess said its offer will
allow "efficiency in product deliveries" while giving union
workers two seats on a new nine-member board.  Although the offer
includes an 8% wage cut under a five-year contract, Hostess said
wages will rise by 3 percentage points in the second year and
another percentage point in the fifth year.

The report notes that Hostess told workers it may sell the Merita
bread business.  Consequently, workers at Merita will have
whatever wages, work rules and benefits a buyer may seek to
impose.  After trial, the bankruptcy judge ruled in mid-May that
Hostess could modify contracts with the Teamsters so long as the
company made specified changes in the proposal for a new contract.

According to the Bloomberg report, in a second ruling in late
June, the judge said Hostess couldn't use the Chapter 11
reorganization to modify wages and benefits under union contracts
that expired by their terms.  As to contracts that ended on their
own, the judge ruled that Hostess must use procedures required by
nonbankruptcy labor law to modify the terms of employment and
benefits for workers covered by expired contracts.

                       About Hostess Brands

Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known
for iconic brands such as Butternut, Ding Dongs, Dolly Madison,
Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride,
Twinkies and Wonder.  Hostess has 36 bakeries, 565 distribution
centers and 570 outlets in 49 states.

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  Debtor-affiliates that filed
separate Chapter 11 petition are IBC Sales Corporation, IBC
Trucking LLC, IBC Services LLC, Interstate Brands Corporation, and
MCF Legacy Inc.  Hostess Brands disclosed assets of $982 million
and liabilities of $1.43 billion as of Dec. 10, 2011.  Debt
includes $860 million on four loan agreements.  Trade suppliers
are owed as much as $60 million.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).  Ripplewood
Holding LLC, after providing $130 million to finance the plan,
obtained control of IBC's business following the prior
reorganization.  Hostess Brands is privately held.  The new owners
pursued new Chapter 11 cases to escape from what they called
"uncompetitive and unsustainable" union contracts, pension plans,
and health benefit programs.

In 2011, Hostess retained Houlihan Lokey to explore sales of its
smaller assets and individual brands.  Houlihan Lokey oversaw the
sale of Mrs. Cubbison's to Sugar Foods Corporation for
$12 million, but was unable to sell any of Hostess' core assets.
Judge Robert D. Drain oversees the case.  Hostess has hired Jones
Day as bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry
Wilson, the head of turnaround and restructuring firm MAEVA
Advisors, are representing the Teamsters union.

Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain
Millers International Union and Bakery & Confectionery Union &
Industry International Pension Fund are Jeffrey R. Freund, Esq.,
at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David
A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright &
Jaworski L.L.P.

An official committee of unsecured creditors has been appointed in
the case.  The committee selected New York law firm Kramer Levin
Naftalis & Frankel LLP as its counsel. Tom Mayer and Ken Eckstein
head the legal team for the committee.


HOSTESS BRANDS: Plan Filing Exclusivity Extended Nov. 6
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended Hostess Brands, Inc., et al.'s exclusive periods to file
and solicit acceptances for the proposed chapter 11 plan until
Nov. 6, 2012, and Jan. 7, 2013, respectively.

                       About Hostess Brands

Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known
for iconic brands such as Butternut, Ding Dongs, Dolly Madison,
Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride,
Twinkies and Wonder.  Hostess has 36 bakeries, 565 distribution
centers and 570 outlets in 49 states.

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  Debtor-affiliates that filed
separate Chapter 11 petition are IBC Sales Corporation, IBC
Trucking LLC, IBC Services LLC, Interstate Brands Corporation, and
MCF Legacy Inc.  Hostess Brands disclosed assets of $982 million
and liabilities of $1.43 billion as of Dec. 10, 2011.  Debt
includes $860 million on four loan agreements.  Trade suppliers
are owed as much as $60 million.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).  Ripplewood
Holding LLC, after providing $130 million to finance the plan,
obtained control of IBC's business following the prior
reorganization.  Hostess Brands is privately held.  The new owners
pursued new Chapter 11 cases to escape from what they called
"uncompetitive and unsustainable" union contracts, pension plans,
and health benefit programs.

In 2011, Hostess retained Houlihan Lokey to explore sales of its
smaller assets and individual brands.  Houlihan Lokey oversaw the
sale of Mrs. Cubbison's to Sugar Foods Corporation for
$12 million, but was unable to sell any of Hostess' core assets.
Judge Robert D. Drain oversees the case.  Hostess has hired Jones
Day as bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry
Wilson, the head of turnaround and restructuring firm MAEVA
Advisors, are representing the Teamsters union.

Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain
Millers International Union and Bakery & Confectionery Union &
Industry International Pension Fund are Jeffrey R. Freund, Esq.,
at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David
A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright &
Jaworski L.L.P.

An official committee of unsecured creditors has been appointed in
the case.  The committee selected New York law firm Kramer Levin
Naftalis & Frankel LLP as its counsel. Tom Mayer and Ken Eckstein
head the legal team for the committee.


HOSTESS BRANDS: Interstate Brands Files Second Amended Schedules
----------------------------------------------------------------
Interstate Brands Corporation, debtor-affiliate of Hostess Brands,
Inc., et al., filed with the U.S. Bankruptcy Court for the
Southern District of New York second amended schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property              $185,414,799
  B. Personal Property        $1,302,241,073
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $861,224,775
  E. Creditors Holding
     Unsecured Priority
     Claims                                       $52,900,962
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $28,085,395
                                 -----------      -----------
        TOTAL                 $1,487,655,872     $942,211,132

IBC Sales Corporation also filed amended schedules disclosing
$219,731,555 in assets and $1,581,226,835 in liabilities.

Copies of the amended schedules are available for free at:

http://bankrupt.com/misc/HOSTESS_BRANDS_ibcsales_sal.pdf
http://bankrupt.com/misc/HOSTESS_BRANDS_interstatebrands_sal.pdf

                       About Hostess Brands

Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known
for iconic brands such as Butternut, Ding Dongs, Dolly Madison,
Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride,
Twinkies and Wonder.  Hostess has 36 bakeries, 565 distribution
centers and 570 outlets in 49 states.

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  Debtor-affiliates that filed
separate Chapter 11 petition are IBC Sales Corporation, IBC
Trucking LLC, IBC Services LLC, Interstate Brands Corporation, and
MCF Legacy Inc.  Hostess Brands disclosed assets of $982 million
and liabilities of $1.43 billion as of Dec. 10, 2011.  Debt
includes $860 million on four loan agreements.  Trade suppliers
are owed as much as $60 million.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).  Ripplewood
Holding LLC, after providing $130 million to finance the plan,
obtained control of IBC's business following the prior
reorganization.  Hostess Brands is privately held.  The new owners
pursued new Chapter 11 cases to escape from what they called
"uncompetitive and unsustainable" union contracts, pension plans,
and health benefit programs.

In 2011, Hostess retained Houlihan Lokey to explore sales of its
smaller assets and individual brands.  Houlihan Lokey oversaw the
sale of Mrs. Cubbison's to Sugar Foods Corporation for
$12 million, but was unable to sell any of Hostess' core assets.
Judge Robert D. Drain oversees the case.  Hostess has hired Jones
Day as bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry
Wilson, the head of turnaround and restructuring firm MAEVA
Advisors, are representing the Teamsters union.

Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain
Millers International Union and Bakery & Confectionery Union &
Industry International Pension Fund are Jeffrey R. Freund, Esq.,
at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David
A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright &
Jaworski L.L.P.

An official committee of unsecured creditors has been appointed in
the case.  The committee selected New York law firm Kramer Levin
Naftalis & Frankel LLP as its counsel. Tom Mayer and Ken Eckstein
head the legal team for the committee.


HORIYOSHI WORLDWIDE: Posts $572,900 Net Loss in Second Quarter
--------------------------------------------------------------
Horiyoshi Worldwide, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $572,919 on $146,283 of revenue for
the three months ended June 30, 2012, compared with a net loss of
$685,260 on $38,003 of revenue for the same period last year.

For the six months ended June 30, 2012, the Company had a net loss
of $1.2 million on $462,844 of revenue, compared with a net loss
of $1.1 million on $269,288 of revenue for the same period of
2011.

The Company's balance sheet at June 30, 2012, showed
$2.0 million in total assets, $1.3 million in total current
liabilities, and stockholders' equity of $694,698.

"As of June 30, 2012, our Company has accumulated losses of
$4,908,259 since inception and has earned no net income since
inception.  Our Company intends to fund operations through equity
financing arrangements, which may be insufficient to fund its
capital expenditures, working capital and other cash requirements
for the year ending Dec. 31, 2012."

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

                       http://is.gd/bWvPw6

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

                          *     *     *

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


HOWREY LLP: Bankruptcy Will Rely on Contingency Fees, Ex-Partners
-----------------------------------------------------------------
Lana Birbrair at Bankruptcy Law360 reports that Howrey LLP's
trustee told a California bankruptcy court on Monday that paying
off creditors will require the recovery of major contingency fees
and going after ex-partners who received distributions when the
firm was insolvent or took their unfinished business to new firms.

In his first interim report, Bankruptcy Law360 relates, Diamond
McCarthy LLP managing partner Allan B. Diamond said the firm has
"tackled many complex issues and successfully advanced this
bankruptcy case" since his appointment in October.

                         About Howrey LLP

Three creditors filed an involuntary Chapter 7 petition (Bankr.
N.D. Calif. Case No. 11-31376) on April 11, 2011, against the
remnants of the Washington-based law firm Howrey LLP.  The filing
was in San Francisco, where the firm had an office.  The firm
previously was known as Howrey & Simon and Howrey Simon Arnold &
White LLP.  The firm at one time had more than 700 lawyers in 17
offices.  The partners voted to dissolve in March 2011.

The firm specialized in antitrust and intellectual-property
matters.  The three creditors filing the involuntary petition
together have $36,600 in claims, according to their petition.

The involuntary chapter 7 petition was converted to a chapter 11
case in June 2011 at the request of the firm.  In its schedules
filed in July, the Debtor disclosed assets of $138.7 million and
liabilities of $107.0 million.

Representing Citibank, the firm's largest creditor, is Kelley
Cornish, Esq., a partner at Paul, Weiss, Rifkind, Wharton &
Garrison.  Representing Howrey is H. Jason Gold, Esq., a partner
at Wiley Rein.

The Official Committee of Unsecured Creditors is represented in
the case by Bradford F. Englander, Esq., at Whiteford, Taylor And
Preston LLP.

In September 2011, Citibank sought conversion of the Debtor's case
to Chapter 7 or, in the alternative, appointment of a Chapter 11
Trustee.  The Court entered an order appointing a Chapter 11
Trustee. In October 2011, Allan B. Diamond was named as Trustee.


INCOMING INC: Had $100,300 Net Loss in Second Quarter
-----------------------------------------------------
Incoming, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss of $100,367 on $191,400 of revenue for the three months
ended June 30, 2012, compared with a net loss of $61,746 on
$437,274 of revenue for the same period last year.

For the six months ended June 30, 2012, the Company had a net loss
of $153,839 on $330,471 of revenue, compared with a net loss of
$213,327 on $515,899 of revenue for the same period in 2011.

The Company's balance sheet at June 30, 2012, showed $1.3 million
in total assets, $847,569 in total liabilities, and stockholders'
equity of $464,001.

"As of June 30, 2012, the Company had a working capital deficiency
of $241,205, and had an accumulated deficit of $5,686,817, since
inception.  Its ability to continue as a going concern is
dependent upon the ability of the Company to generate profitable
operations in the future and/or to obtain the necessary financing
to meet its obligations and repay liabilities arising from normal
business operations when they come due.  The outcome of these
matters cannot be predicted with any certainty at this time.
These factors raise substantial doubt that the Company will be
able to continue as a going concern."

MaloneBailey, LLP, in Houston, expressed substantial doubt about
Incoming's ability to continue as a going concern, following
their audit of the Company's financial statements for the year
ended Dec. 31, 2011.  The Company noted that the Company has
suffered recurring losses from operations, which raises
substantial doubt about its ability to continue as a going
concern.

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

                       http://is.gd/rgyWmz

Incoming, Inc., headquartered in New York City, was incorporated
in Nevada on Dec. 22, 2006.  Its subsidiary North American Bio-
Energies, LLC, operates a biodiesel production facility doing
business as Foothills Bio-Energies in Lenoir, North Carolina.


INFUSION BRANDS: Vicis Capital Discloses 91.1% Equity Stake
-----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Vicis Capital LLC disclosed that, as of
Aug. 10, 2012, it beneficially owns 438,502,441 shares of common
stock of Infusion Brands International, Inc., representing 91.1%
of the shares outstanding.  A copy of the filing is available for
free at http://is.gd/AniPS0

                      About Infusion Brands

Infusion Brands International, Inc. is a global consumer products
company.  Its wholly owned operating subsidiary, Infusion Brands,
Inc. specializes in building and marketing profitable brands
through international direct-to-consumer channels of distribution.

On Dec. 16, 2010, as part of its quasi-reorganization in order to
change its business model from that of an acquisition strategy to
a singular operating model as a consumer products company which
builds and markets brands internationally through direct-to-
consumers channels of distribution, OmniReliant Holdings, Inc.
entered into an agreement and plan of merger with Infusion Brands
International, Inc., a Nevada corporation and the Company's
wholly-owned subsidiary.  Pursuant to the terms and subject to the
conditions set forth in the Merger Agreement, the Company merged
with and into Infusion Brands International, Inc., solely to
effect a name change of the Company.

Meeks International LLC, in Tampa, Florida, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
significant recurring losses from operations and is dependent on
outside sources of financing for continuation of its operations
and management is restructuring and redirecting its operating
initiatives that require the use of its available capital
resources.

The Company reported a net loss of $6.94 million on $17.94 million
of product sales in 2011, compared with a net loss of $16.07
million on $7.17 million of product sales in 2010.

The Company's balance sheet at March 31, 2012, showed $7.25
million in total assets, $7.33 million in total liabilities,
$25.13 million in redeemable preferred stock, and a $25.20 million
total deficit.


INFUSYSTEM HOLDINGS: CFO J. Foster Has Consulting Agreement
-----------------------------------------------------------
On March 23, 2012, the board of directors of Infusystem Holdings
Inc. appointed Jonathan P. Foster to the position of Chief
Financial Officer of the Company.  In connection therewith, the
Company entered into a Consulting Agreement dated Aug. 14, 2012
with Mr. Foster, pursuant to which:

    (i) Mr. Foster will continue to serve as Chief Financial
        Officer as a consultant of the Company through March 16,
        2013, which term is renewable under certain conditions for
        an additional six months at the Company's option;

   (ii) Mr. Foster will be paid $50,000 per month through the
        Term, including following termination under certain
        conditions;

  (iii) under certain events during Mr. Foster's service, or
        within 30 days of Mr. Foster's termination without cause,
        Mr. Foster will be paid $125,000; and

   (iv) the Company will reimburse Mr. Foster for legal expenses
        incurred in negotiating the Consulting Agreement and First
        Amendment.

                    About InfuSystem Holdings

InfuSystem Holdings, Inc., operates through operating
subsidiaries, including InfuSystem, Inc., and First Biomedical,
Inc.  InfuSystem provides infusion pumps and related services.
InfuSystem provides services to hospitals, oncology practices and
facilities and other alternate site healthcare providers.
Headquartered in Madison Heights, Michigan, InfuSystem delivers
local, field-based customer support, and also operates pump
service and repair Centers of Excellence in Michigan, Kansas,
California, and Ontario, Canada.

After auditing the Company's 2011 financial statements, Deloitte &
Touche LLP, in Detroit, Michigan, said that the possibility of a
change in the majority representation of the Board and consequent
event of default under the Credit Facility, which would allow the
lenders to cause the debt of $24.0 million to become immediately
due and payable, raises substantial doubt about the Company's
ability to continue as a going concern.

The Company reported a net loss of $45.44 million in 2011,
compared with a net loss of $1.85 million in 2010.

The Company's balance sheet at June 30, 2012, showed $74.72
million in total assets, $35.52 million in total liabilities and
$39.20 million in total stockholders' equity.


INTELLIGENT COMMUNICATION: Has $474,800 Net Loss in 2nd Quarter
---------------------------------------------------------------
Intelligent Communication Enterprise Corporation filed its
quarterly report on Form 10-Q, reporting a net loss of $474,836 on
$107,915 of revenue for the three months ended June 30, 2012,
compared with net income of $2.4 million on $0 revenue for the
same period last year.

For the six months ended June 30, 2012, the Company had a net loss
of $670,203 on $107,915 of revenue, compared with net income of
$1.2 million on $0 revenue for the same period of 2011.

Results for the three and six month periods ended June 30, 2011,
includes income from discontinued operations of $4.4 million.

According to the regulatory filing, on May 10, 2011, the Company
completed the sale of two subsidiaries, ICE Mobile Sdn. Bhd. and
ICE Messaging Pte. Ltd., which comprised all of the Company's
messaging business (iCEmms) operations, assets, and liabilities.
Consideration received was $2.37 million in cash and return of
110 million shares of the Company's common stock, which had a fair
value of $2.75 million as of the closing date.  The buyer had
previously acquired the 110 million shares of the Company's stock
in a private transaction.  These 110 million shares have been
canceled and returned to the Company's authorized but unissued
shares.

The Company's balance sheet at June 30, 2012, showed $1.7 million
in total assets, $1.1 million in total current liabilities, and
stockholders equity of $588,772.

"During the year ended Dec. 31, 2011, the Company sold its iCEmms
division, which was its only revenue-producing division.  The
Company used cash received from the sale of its iCEmms division to
retire debt and fund the iCEsync business, but the Company's
intention is to raise additional equity to finance the further
development of markets for its products and services until
positive cash flows can be generated from its operations.
However, the Company cannot assure that additional funds will be
available to the Company when required or on terms acceptable to
the Company, if at all.  These conditions raise substantial doubt
about the Company?s ability to continue as a going concern."

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

                       http://is.gd/JiZdPV

Singapore-based Intelligent Communication Enterprise Corporation
has continuing operations providing multimedia content and
integrated media services.  The iCEsync business using the
Modizo.com platform is distributing video content to website
visitors and attracting advertising revenue.

                           *     *     *

Peterson Sullivan LLP, in Seattle, Washington, expressed
substantial doubt about Intelligent Communication's ability to
continue as a going concern, following the Company's results for
the fiscal year ended Dec. 31, 2011.  The independent auditors
noted that the Company has incurred losses, and has negative
working capital and an accumulated deficit at Dec. 31, 2011.


INTERNATIONAL LEASE: Fitch to Rate Senior Unsecured Notes 'BB'
--------------------------------------------------------------
Fitch Ratings expects to assign a rating of 'BB' to International
Lease Finance Corp.'s (ILFC) benchmark size senior unsecured notes
issuance under its shelf registration with an expected maturity of
2022.

The expected debt issuance does not affect ILFC's existing long-
term Issuer Default Rating (IDR) of ' BB' or debt ratings.  The
Rating Outlook for ILFC remains Stable.  For further information
on ILFC's existing ratings, please refer to Fitch's press release
'Fitch Affirms International Lease Finance Corp.'s IDR at 'BB';
Outlook Stable' dated Nov. 4, 2011.

Fitch notes that the proposed issuance is consistent with ILFC's
overall financing plans to repay near-term maturing debt
obligations and for general corporate purposes.

The notes are expected to rank equally in right of payment with
existing senior unsecured debt.  Covenants are expected to be
consistent with previously issued senior unsecured debt including
a limitation restricting ILFC's ability to incur liens to secure
indebtedness in excess of 12.5% of ILFC's consolidated net
tangible assets (excluding secured debt issued by certain non-
restricted subsidiaries of ILFC).

Rating Drivers and Sensitivities

ILFC's ratings are constrained by the company's lack of
profitability over the past two fiscal years, which has been
caused by significant impairment charges on older aircraft, as
well as the weighted average age of its fleet, which is older than
Fitch-rated peers.  Negative momentum for the ratings and Rating
Outlook could result from additional impairment charges that are
material in size, inability to access capital markets to fund debt
maturities or purchase commitments, deterioration in operating
cash flow or a meaningful increase in leverage.  While positive
rating momentum is not likely in the near term, over a longer-term
time horizon, positive drivers could include consistent
profitability, demonstrated funding flexibility and commitment to
reduced leverage levels and clarity regarding ownership structure.

ILFC is a market leader in the leasing and remarketing of
commercial jet aircraft to airlines around the world.  As of June
30, 2012, ILFC owned an aircraft portfolio with a net book value
of approximately $35 billion, consisting of 933 jet aircraft.

Fitch expects to assign the following rating:

-- ILFC's proposed benchmark size senior unsecured notes 'BB'.

Fitch currently rates ILFC and its related subsidiaries as
follows:

International Lease Finance Corp.

  -- Long-term Issuer Default Rating 'BB'; Outlook Stable;
  -- $3.9 billion senior secured notes 'BBB-';
  -- Senior unsecured debt 'BB';
  -- Preferred stock 'B'.

Delos Aircraft Inc.

  -- Senior secured debt 'BB'.

Flying Fortress Inc.

  -- Senior secured debt 'BB'.

ILFC E-Capital Trust I

  -- Preferred stock 'B'.

ILFC E-Capital Trust II

  -- Preferred stock 'B'.


IRONSTONE GROUP: Had $42,100 Net Loss in Second Quarter
-------------------------------------------------------
Ironstone Group, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $42,108 for the three months ended
June 30, 2012, compared with a net loss of $28,431 for the same
period last year.

For the six months ended June 30, 2012, the Company had a net loss
of $55,863, compared with a net loss of $41,615 for the same
period of 2011.

The Company's balance sheet at June 30, 2012, showed $1.1 million
in total assets, $1.4 million in total liabilities, and a
stockholders' deficit of $272,781.

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

                       http://is.gd/rx3jRa

San Francisco, Calif.-based Ironstone Group, Inc., and
subsidiaries have no operations but are seeking appropriate
business combination opportunities.  At June 30, 2012, the
Company had $1,003,120 in marketable securities, $4,218 in cash,
and an investment in Salon Media Group, Inc., valued at $92,297.

*     *     *

Madsen & Associates CPA's, Inc., in Murray, Utah, expressed
substantial doubt about Ironstone Group's ability to continue as a
going concern, following the Company's results for the fiscal year
ended Dec. 31, 2011.  The independent auditors noted that the
Company does not have the necessary working capital for its
planned activity.


IZEA INC: Had $1.8 Million Net Loss in Second Quarter
-----------------------------------------------------
IZEA, Inc., filed its quarterly report on Form 10-Q, reporting a
net loss of $1.8 million on $1.2 million of revenue for the three
months ended June 30, 2012, compared with a net loss of $589,956
on $845,901 of revenue for the same period last year.

For the six months ended June 30, 2012, the Company had a net loss
of $2.8 million on $2.8 million of revenue, compared with a net
loss of $1.2 million on $1.8 million of revenue for the same
period of 2011.

The Company's balance sheet at June 30, 2012, showed $1.4 million
in total assets, $3.5 million in total liabilities, and a
stockholders' deficit of $2.1 million.

The Company has incurred significant losses from operations since
inception and has an accumulated deficit of $20.9 million as of
June 30, 2012.

Cross, Fernandez & Riley, LLP, in Orlando, Florida, expressed
substantial doubt about IZEA's ability to continue as a going
concern, following the Company's results for the fiscal year ended
Dec. 31, 2011.  The independent auditors noted that the Company
has incurred recurring operating losses and had an accumulated
deficit at Dec. 31, 2011, of $18.1 million.

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

                       http://is.gd/mq0vNk

IZEA, Inc., headquartered in Orlando, Fla., believes it is a world
leader in social media sponsorships ("SMS"), a rapidly growing
segment within social media where a company compensates a social
media publisher to share sponsored content within their social
network.  The Company accomplishes this by operating multiple
marketplaces that include its platforms SocialSpark,
SponsoredTweets and WeReward, as well as its legacy platforms
PayPerPost and InPostLinks.


JENNE HILL: Cambria Associates' John Schnure OK'd as Consultant
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
authorized Jenne Hill Townhomes, L.L.C. to employ John B. Schnure
of Cambria Associates as a consultant.

                         About Jenne Hill

Columbia, Missouri-based Jenne Hill Townhomes, L.L.C., is a
Missouri limited liability company that owns and operates a
complex of high end townhomes in Columbia, Missouri.  The Debtor
filed for Chapter 11 bankruptcy (Bank. W.D. Mo. Case No.11-22129)
on Dec. 22, 2011.  In its schedules, the Debtor disclosed
$14,131,453 in assets and $9,743,209 in liabilities.

The petition was signed by Fredd Spencer, manager.  Judge Dennis
R. Dow presides over the case.  Bryan C. Bacon, Esq., at Van
Matre, Harrison, Hollis, and Taylor, P.C., in Columbia, Missouri,
serves as the Debtor's counsel.

Plan payments and distributions under the Plan will be funded by
the Debtor's rental income from the Townhome Complex.

Under the Plan, Wells Fargo is entitled to interest of $3.27% per
annum on the 2008 note and 5.25% on the 2009 note.  Wells Fargo's
secured claim of $9,607,243 will be amortized over 25 years with
interest at 5.5% per annum, which yields a monthly payment of
$58,996.

General unsecured claims in the aggregate amount of approximately
$23,203 will be paid in full in cash within 30 days of the
Effective Date of the confirmed Plan.


KNIGHT CAPITAL: GETCO Owns 37.4% of Class A Common Shares
---------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, GETCO Strategic Investments, LLC, and GETCO Holding
Company, LLC, disclosed that, as of Aug. 6, 2012, they
beneficially own 58,334,429 shares of Class A Common Stock, Par
Value $0.01 Per Share, of Knight Capital Group, Inc., representing
37.4% of the shares outstanding.

On Aug. 6, 2012, GSI purchased 17,413 shares of Series A-1
Cumulative Perpetual Convertible Preferred Stock and 70,087 shares
of Series A-2 Non-Voting Cumulative Perpetual Convertible
Preferred Stock from the Company in a private placement for an
aggregate purchase price of $87.5 million.  The purchase amount
was funded by cash on hand at Getco Holding.

A copy of the filing is available for free at http://is.gd/KfvZbM

                        About Knight Capital

Knight Capital Group (NYSE Euronext: KCG) --
http://www.knight.com/-- is a global financial services firm that
provides access to the capital markets across multiple asset
classes to a broad network of clients, including broker-dealers,
institutions and corporations.  Knight is headquartered in Jersey
City, N.J. with a global presence across the Americas, Europe, and
the Asia Pacific regions.

At the start of trading on Aug. 1, Knight Capital installed a
trading software to push itself onto a new trading platform that
the New York Stock Exchange opened that day.  But when Knight's
new system went live, the firm "experienced a human error and/or a
technology malfunction related to its installation of trading
software."  The error caused Knight to place unauthorized offers
to buy and sell shares of big American companies, driving up the
volume of trading and causing a stir among traders and exchanges.
The orders affected the shares of 148 companies, including Ford
Motor, RadioShack and American Airlines, sending the markets into
upheaval.  Knight had to sell the stocks that it accidentally
bought, prompting a $440 million pre-tax loss, the firm announced
Aug. 2.

Knight Capital averted collapse after announcing Aug. 6 that it
has arranged $400 million in equity financing with Wall Street
firms including Jefferies Group, Inc., which conceived and
structured the investment, as well as Blackstone, GETCO LLC,
Stephens, Stifel Financial Corp. and TD Ameritrade Holding
Corporation.

Knight has said that the software that led to the Aug. 1 trading
issue has been removed from the company's systems. The New York
Stock Exchange nonetheless said Aug. 7 said it "temporarily"
reassigned the firm's market-making responsibilities for more than
600 securities to Getco, the high-speed trading firm that also
invested in Knight.

"This event severely impacted the Company's capital base and
business operations, and the Company experienced reduced order
flow, liquidity pressures and harm to customer and counterparty
confidence," the Company said in its quarterly report for the
period ended June 30, 2012.  "As a result, there was substantial
doubt about the Company's ability to continue as a going concern."

Following the event of Aug. 1, 2012, the Company has begun an
internal review into such event and associated controls.

The Company's balance sheet at June 30, 2012, showed $9.19 billion
in total assets, $7.69 billion in total liabilities and $1.49
billion in total equity.


KNIGHT CAPITAL: Jefferies & Company Owns 46% of Class A Shares
--------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Jefferies & Company, Inc., and its affiliates
disclosed that, as of Aug. 6, 2012, they beneficially own
83,433,375 shares of Class A Common Stock, par value $0.01 per
share, of Knight Capital Group, Inc., representing 46% of the
shares outstanding.

On Aug. 6, 2012, Knight Capital entered into a Securities Purchase
Agreement with Jefferies and other investors, pursuant to which,
among other things, the Company issued and sold 400,000 shares of
preferred stock, par value $0.01 per share, in a private placement
to the Investors in exchange for aggregate cash consideration of
$400,000,000.

A copy of the filing is available for free at:

                        http://is.gd/YdQaO9

                       About Knight Capital

Knight Capital Group (NYSE Euronext: KCG) --
http://www.knight.com/-- is a global financial services firm that
provides access to the capital markets across multiple asset
classes to a broad network of clients, including broker-dealers,
institutions and corporations.  Knight is headquartered in Jersey
City, N.J. with a global presence across the Americas, Europe, and
the Asia Pacific regions.

At the start of trading on Aug. 1, Knight Capital installed a
trading software to push itself onto a new trading platform that
the New York Stock Exchange opened that day.  But when Knight's
new system went live, the firm "experienced a human error and/or a
technology malfunction related to its installation of trading
software."  The error caused Knight to place unauthorized offers
to buy and sell shares of big American companies, driving up the
volume of trading and causing a stir among traders and exchanges.
The orders affected the shares of 148 companies, including Ford
Motor, RadioShack and American Airlines, sending the markets into
upheaval.  Knight had to sell the stocks that it accidentally
bought, prompting a $440 million pre-tax loss, the firm announced
Aug. 2.

Knight Capital averted collapse after announcing Aug. 6 that it
has arranged $400 million in equity financing with Wall Street
firms including Jefferies Group, Inc., which conceived and
structured the investment, as well as Blackstone, GETCO LLC,
Stephens, Stifel Financial Corp. and TD Ameritrade Holding
Corporation.

Knight has said that the software that led to the Aug. 1 trading
issue has been removed from the company's systems. The New York
Stock Exchange nonetheless said Aug. 7 said it "temporarily"
reassigned the firm's market-making responsibilities for more than
600 securities to Getco, the high-speed trading firm that also
invested in Knight.

"This event severely impacted the Company's capital base and
business operations, and the Company experienced reduced order
flow, liquidity pressures and harm to customer and counterparty
confidence," the Company said in its quarterly report for the
period ended June 30, 2012.  "As a result, there was substantial
doubt about the Company's ability to continue as a going concern."

Following the event of Aug. 1, 2012, the Company has begun an
internal review into such event and associated controls.

The Company's balance sheet at June 30, 2012, showed $9.19 billion
in total assets, $7.69 billion in total liabilities and
$1.49 billion in total equity.


KNIGHT CAPITAL: TD Ameritrade Holds 7.3% of Class A Shares
----------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, TD Ameritrade Holding Corporation disclosed that, as
of Aug. 6, 2012, it beneficially owns 26,666,680 shares of
Class A Common Stock, par value $0.01 per share, of Knight Capital
Group, Inc., representing 7.3% of the shares outstanding.

On Aug. 6, 2012, Knight Capital entered into a Securities Purchase
Agreement with TD Ameritrade and the other parties pursuant to
which, among other things, the Company sold, and TD Ameritrade
purchased, 7,960 shares of Series A-1 Shares and 32,040 shares of
Series A-2 Shares in a private placement for cash consideration of
$40,000,000.

A copy of the filing is available for free at http://is.gd/vuw7VK

                       About Knight Capital

Knight Capital Group (NYSE Euronext: KCG) --
http://www.knight.com/-- is a global financial services firm that
provides access to the capital markets across multiple asset
classes to a broad network of clients, including broker-dealers,
institutions and corporations.  Knight is headquartered in Jersey
City, N.J. with a global presence across the Americas, Europe, and
the Asia Pacific regions.

At the start of trading on Aug. 1, Knight Capital installed a
trading software to push itself onto a new trading platform that
the New York Stock Exchange opened that day.  But when Knight's
new system went live, the firm "experienced a human error and/or a
technology malfunction related to its installation of trading
software."  The error caused Knight to place unauthorized offers
to buy and sell shares of big American companies, driving up the
volume of trading and causing a stir among traders and exchanges.
The orders affected the shares of 148 companies, including Ford
Motor, RadioShack and American Airlines, sending the markets into
upheaval.  Knight had to sell the stocks that it accidentally
bought, prompting a $440 million pre-tax loss, the firm announced
Aug. 2.

Knight Capital averted collapse after announcing Aug. 6 that it
has arranged $400 million in equity financing with Wall Street
firms including Jefferies Group, Inc., which conceived and
structured the investment, as well as Blackstone, GETCO LLC,
Stephens, Stifel Financial Corp. and TD Ameritrade Holding
Corporation.

Knight has said that the software that led to the Aug. 1 trading
issue has been removed from the company's systems. The New York
Stock Exchange nonetheless said Aug. 7 said it "temporarily"
reassigned the firm's market-making responsibilities for more than
600 securities to Getco, the high-speed trading firm that also
invested in Knight.

"This event severely impacted the Company's capital base and
business operations, and the Company experienced reduced order
flow, liquidity pressures and harm to customer and counterparty
confidence," the Company said in its quarterly report for the
period ended June 30, 2012.  "As a result, there was substantial
doubt about the Company's ability to continue as a going concern."

Following the event of Aug. 1, 2012, the Company has begun an
internal review into such event and associated controls.

The Company's balance sheet at June 30, 2012, showed $9.19 billion
in total assets, $7.69 billion in total liabilities and $1.49
billion in total equity.


KNIGHT CAPITAL: Stephen Schwarzman Owns 10.6% of Class A Shares
---------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Stephen A. Schwarzman and his affiliates disclosed
that, as of Aug. 6, 2012, they beneficially own 11,607,339 shares
of Class A Common Stock, par value $0.01 per share, of Knight
Capital Group, Inc., representing 10.6% of the shares outstanding.
A copy of the filing is available for free at http://is.gd/WlzWR0

                         About Knight Capital

Knight Capital Group (NYSE Euronext: KCG) --
http://www.knight.com/-- is a global financial services firm that
provides access to the capital markets across multiple asset
classes to a broad network of clients, including broker-dealers,
institutions and corporations.  Knight is headquartered in Jersey
City, N.J. with a global presence across the Americas, Europe, and
the Asia Pacific regions.

At the start of trading on Aug. 1, Knight Capital installed a
trading software to push itself onto a new trading platform that
the New York Stock Exchange opened that day.  But when Knight's
new system went live, the firm "experienced a human error and/or a
technology malfunction related to its installation of trading
software."  The error caused Knight to place unauthorized offers
to buy and sell shares of big American companies, driving up the
volume of trading and causing a stir among traders and exchanges.
The orders affected the shares of 148 companies, including Ford
Motor, RadioShack and American Airlines, sending the markets into
upheaval.  Knight had to sell the stocks that it accidentally
bought, prompting a $440 million pre-tax loss, the firm announced
Aug. 2.

Knight Capital averted collapse after announcing Aug. 6 that it
has arranged $400 million in equity financing with Wall Street
firms including Jefferies Group, Inc., which conceived and
structured the investment, as well as Blackstone, GETCO LLC,
Stephens, Stifel Financial Corp. and TD Ameritrade Holding
Corporation.

Knight has said that the software that led to the Aug. 1 trading
issue has been removed from the company's systems. The New York
Stock Exchange nonetheless said Aug. 7 said it "temporarily"
reassigned the firm's market-making responsibilities for more than
600 securities to Getco, the high-speed trading firm that also
invested in Knight.

"This event severely impacted the Company's capital base and
business operations, and the Company experienced reduced order
flow, liquidity pressures and harm to customer and counterparty
confidence," the Company said in its quarterly report for the
period ended June 30, 2012.  "As a result, there was substantial
doubt about the Company's ability to continue as a going concern."

Following the event of Aug. 1, 2012, the Company has begun an
internal review into such event and associated controls.

The Company's balance sheet at June 30, 2012, showed $9.19 billion
in total assets, $7.69 billion in total liabilities and $1.49
billion in total equity.


KNIGHT CAPITAL: Stephens Investments Owns 20-Mil. Common Shares
---------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Stephens Investments Holdings LLC and its affiliates
disclosed that, as of Aug. 6, 2012, they beneficially own
20,000,010 shares of common stock of Knight Capital Group, Inc.,
representing 17% of the shares outstanding.  A copy of the filing
is available for free at http://is.gd/R0kxVc

                        About Knight Capital

Knight Capital Group (NYSE Euronext: KCG) --
http://www.knight.com/-- is a global financial services firm that
provides access to the capital markets across multiple asset
classes to a broad network of clients, including broker-dealers,
institutions and corporations.  Knight is headquartered in Jersey
City, N.J. with a global presence across the Americas, Europe, and
the Asia Pacific regions.

At the start of trading on Aug. 1, Knight Capital installed a
trading software to push itself onto a new trading platform that
the New York Stock Exchange opened that day.  But when Knight's
new system went live, the firm "experienced a human error and/or a
technology malfunction related to its installation of trading
software."  The error caused Knight to place unauthorized offers
to buy and sell shares of big American companies, driving up the
volume of trading and causing a stir among traders and exchanges.
The orders affected the shares of 148 companies, including Ford
Motor, RadioShack and American Airlines, sending the markets into
upheaval.  Knight had to sell the stocks that it accidentally
bought, prompting a $440 million pre-tax loss, the firm announced
Aug. 2.

Knight Capital averted collapse after announcing Aug. 6 that it
has arranged $400 million in equity financing with Wall Street
firms including Jefferies Group, Inc., which conceived and
structured the investment, as well as Blackstone, GETCO LLC,
Stephens, Stifel Financial Corp. and TD Ameritrade Holding
Corporation.

Knight has said that the software that led to the Aug. 1 trading
issue has been removed from the company's systems. The New York
Stock Exchange nonetheless said Aug. 7 said it "temporarily"
reassigned the firm's market-making responsibilities for more than
600 securities to Getco, the high-speed trading firm that also
invested in Knight.

"This event severely impacted the Company's capital base and
business operations, and the Company experienced reduced order
flow, liquidity pressures and harm to customer and counterparty
confidence," the Company said in its quarterly report for the
period ended June 30, 2012.  "As a result, there was substantial
doubt about the Company's ability to continue as a going concern."

Following the event of Aug. 1, 2012, the Company has begun an
internal review into such event and associated controls.

The Company's balance sheet at June 30, 2012, showed $9.19 billion
in total assets, $7.69 billion in total liabilities and $1.49
billion in total equity.


KNIGHT CAPITAL: Stifel Financial Owns 4.9% of Class A Shares
------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Stifel Financial Corp., disclosed that, as of Aug. 6,
2012, it beneficially owns 17,908,009 shares of Class A Common
Stock, $0.01 par value, of Knight Capital Group, Inc.,
representing 4.9% of the shares outstanding.  A copy of the filing
is available for free at http://is.gd/hBjpEl

                        About Knight Capital

Knight Capital Group (NYSE Euronext: KCG) --
http://www.knight.com/-- is a global financial services firm that
provides access to the capital markets across multiple asset
classes to a broad network of clients, including broker-dealers,
institutions and corporations.  Knight is headquartered in Jersey
City, N.J. with a global presence across the Americas, Europe, and
the Asia Pacific regions.

At the start of trading on Aug. 1, Knight Capital installed a
trading software to push itself onto a new trading platform that
the New York Stock Exchange opened that day.  But when Knight's
new system went live, the firm "experienced a human error and/or a
technology malfunction related to its installation of trading
software."  The error caused Knight to place unauthorized offers
to buy and sell shares of big American companies, driving up the
volume of trading and causing a stir among traders and exchanges.
The orders affected the shares of 148 companies, including Ford
Motor, RadioShack and American Airlines, sending the markets into
upheaval.  Knight had to sell the stocks that it accidentally
bought, prompting a $440 million pre-tax loss, the firm announced
Aug. 2.

Knight Capital averted collapse after announcing Aug. 6 that it
has arranged $400 million in equity financing with Wall Street
firms including Jefferies Group, Inc., which conceived and
structured the investment, as well as Blackstone, GETCO LLC,
Stephens, Stifel Financial Corp. and TD Ameritrade Holding
Corporation.

Knight has said that the software that led to the Aug. 1 trading
issue has been removed from the company's systems. The New York
Stock Exchange nonetheless said Aug. 7 said it "temporarily"
reassigned the firm's market-making responsibilities for more than
600 securities to Getco, the high-speed trading firm that also
invested in Knight.

"This event severely impacted the Company's capital base and
business operations, and the Company experienced reduced order
flow, liquidity pressures and harm to customer and counterparty
confidence," the Company said in its quarterly report for the
period ended June 30, 2012.  "As a result, there was substantial
doubt about the Company's ability to continue as a going concern."

Following the event of Aug. 1, 2012, the Company has begun an
internal review into such event and associated controls.

The Company's balance sheet at June 30, 2012, showed $9.19 billion
in total assets, $7.69 billion in total liabilities and $1.49
billion in total equity.


KRYSTAL INFINITY: May Use Cash, But Can't Pay $150,000 to Bank
--------------------------------------------------------------
Krystal Infinity LLC at a hearing held Aug. 16 came away with a
Court order granting the limousine maker interim authority to use
its prepetition lender's cash collateral to pay necessary expenses
according to a budget for the week ending Aug. 19.

The order, however, prohibits the Debtor from paying the $150,000
adequate protection payment to East West Bank contained in the
budget, and the Debtor may not pay any portion of the $19,863
payment earmarked for "Property Tax" that pertains to prepetition
taxes.

The Debtor's primary secured creditor is East West Bank.  The
Debtor owes EWB $5.3 million on an asset based revolving line of
credit and $1.19 million on an equipment note.

A further hearing on the Cash Collateral Motion will be held on
Aug. 27, 2012 at 10:00 a.m.  Objections are due Aug. 23.

                      About Krystal Infinity

Krystal Infinity LLC filed a Chapter 11 petition (Bankr. C.D.
Calif. Case No. 12-19701) on Aug. 14, 2012, in Santa Ana,
California.  Krystal Infinity manufactures and sells stretch
limousines, limousine vans, shuttle buses, limousine busses and
hearses.  Roughly 85% of Krystal Infinity's vehicle manufacturing
work is completed in Mexico through an affiliate Krystal
International.  The business was acquired by the Debtor through a
11 U.S.C. Sec. 363 sale conducted by Krystal Koach, Inc. (Case No.
10-26547) in January 2011.

Krystal Infinity estimated assets and debts of $10 million to
$50 million as of the Chapter 11 filing.

Bankruptcy Judge Catherine E. Bauer presides over the case.  The
Debtor is represented by Ron Bender, Esq., at Levene, Neale,
Bender, Yoo & Brill LLP, in Los Angeles.


KRYSTAL INFINITY: Hiring Levene Neale as Bankruptcy Counsel
-----------------------------------------------------------
Krystal Infinity LLC filed papers in Court seeking formal approval
of Levene, Neale, Bender, Yoo & Brill L.L.P. as bankruptcy
counsel.

The Debtor's business was acquired through a bankruptcy court
approved Section 363 asset sale conducted by the Chapter 11
bankruptcy estate of Krystal Koach, Inc.  The sale was consummated
in January 2011.  Edward P. Grech, Krystal Infinity's President
and Chief Executive Officer, was a principal of KKI before the KKI
asset sale was consummated.  Levene served as bankruptcy counsel
to KKI in connection with KKI's Chapter 11 bankruptcy case.

The Debtor paid Levene the total sum of $151,046 prior to the
bankruptcy filing in connection with preparing for and commencing
the Chapter 11 bankruptcy case and in contemplation of and in
connection with the Debtor's Chapter 11 case:

     -- $150,000 of that sum constitutes a prepetition retainer
        for Levene; and

     -- $1,046 was for the payment of the Chapter 11 filing fee.

The Debtor paid the Retainer and $1,046 for the Chapter 11 filing
fee to Levene out of the Debtor's operating funds:

     -- $25,000 of the Retainer was received on July 23, and
     -- $125,000 of the Retainer was received on Aug. 14 prior to
        the Petition being filed.

In addition to the Retainer and in accordance with the Debtor's
proposed cash collateral budget, the Debtor requests Court
authority to pay to Levene a post-petition retainer of $100,000
during the week ending Sept. 16, 2012 and a second post-petition
retainer of $100,000 during the week ending Oct. 7, 2012.

The firm's hourly rates are:

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

Ron Bender, Esq., founding and managing partner of the law firm of
Levene Neale, attests his firm does not hold or represent any
interest materially adverse to the Debtor or the Debtor's estate,
and the firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

                      About Krystal Infinity

Krystal Infinity LLC filed a Chapter 11 petition (Bankr. C.D.
Calif. Case No. 12-19701) on Aug. 14, 2012, in Santa Ana,
California.  Krystal Infinity manufactures and sells stretch
limousines, limousine vans, shuttle buses, limousine busses and
hearses.  Roughly 85% of Krystal Infinity's vehicle manufacturing
work is completed in Mexico through an affiliate Krystal
International.  The business was acquired by the Debtor through a
11 U.S.C. Sec. 363 sale conducted by Krystal Koach, Inc. (Case No.
10-26547) in January 2011.

Krystal Infinity estimated assets and debts of $10 million to
$50 million as of the Chapter 11 filing.

Bankruptcy Judge Catherine E. Bauer presides over the case.  The
Debtor is represented by Ron Bender, Esq., at Levene, Neale,
Bender, Yoo & Brill LLP, in Los Angeles.


LIBERTY MUTUAL: Fitch Affirms Low-B Rating on Three Note Classes
----------------------------------------------------------------
Fitch Ratings assigned a 'BBB-' debt rating to Liberty Mutual
Group Inc.'s (LMG) two new senior debt issuances that total $500
million.  Additionally, Fitch has affirmed LMG's Issuer Default
Rating (IDR) at 'BBB' and the insurance operating subsidiaries'
(collectively referred to as Liberty Mutual) Insurer Financial
Strength (IFS) ratings at 'A-'.  The Rating Outlook is Positive.

The affirmation of Liberty Mutual's operating subsidiary ratings
are based on the company's established and sustainable positions
in its chosen markets, benefits derived from the company's
multiple distribution channels, improved core underwriting
earnings, and good liquidity profile.  Fitch also recognizes
Liberty Mutual's moderately improved capital position and notes
that recent accident year reserve estimates continue to develop
favorably.

Liberty Mutual Group, Inc.'s (LMGI) new debt issues, which total
$500 million, will rank equally with LMGI's existing and future
unsecured senior indebtedness and are irrevocably and
unconditionally guaranteed, on a senior unsecured basis, by both
Liberty Mutual Holding Company Inc. (LMHC) and LMHC Massachusetts
Holdings Inc.  Net proceeds from the offering are expected to be
used to redeem upcoming maturing notes and for general corporate
purposes.

Fitch notes Liberty Mutual's financial leverage as of June 30,
2012 was 24.6% and on a tangible basis was 30.5%.  The additional
$500 million in debt will temporarily increase financial leverage,
but with approximately $490 million in debt maturing in the next
year the impact on long term financial leverage is negligible.

The new debt does carry a lower coupon rate than maturing debt so
that should modestly improve interest coverage which was 3.6 times
(x) as of June 30, 2012 and the five year average from 20007-2011
was 4.2x.

For the six months ended June 30, 2012, Liberty Mutual reported a
GAAP combined ratio of 103.4% that was negatively affected from
natural catastrophe losses by 6.5 percentage points.  LMG has
reported net earnings of $598 million for the first six months of
2012, or an increase of $413 million over the first half of 2011
primarily attributable to lower catastrophes and higher premiums.

Over the past several years, LMG has gradually reduced the
unfavorable margin between its underwriting results and those of
its peers.  LMG's commercial multi-line peers have utilized larger
amounts of reserve releases than LMG in recent years, which has
served to benefit its reported calendar-year results.  LMG's
accident-year underwriting results, excluding reserve development
has improved relative to peers.

Fitch believes that Liberty Mutual's capital position provides an
adequate cushion against the operational and financial risks the
company faces.  At June 30, 2012, LMG's annualized ratio of GAAP
net written premium to equity was considerably higher than peers
at 1.8x; however, during the first six months of 2012, LMG's
shareholder's equity increased by 5.6% to $18.6 billion from $17.6
billion at Dec. 31, 2011.

Key rating triggers that could lead to an upgrade include:

  -- Improved performance in underwriting results with a combined
     ratio of approximately 100%;
  -- Operating leverage below 1.80x;
  -- Financial leverage below 25%.

Key rating triggers that could lead to downward rating pressure
include:

  -- A return to accident year underwriting results that trail
     large multi-line peers by a wide margin of 10 points on the
     combined ratio;
  -- Material weakening in the company's current reserve position,
     as measured by a return to a period of multiple years of
     material unfavorable reserve development;
  -- Another large acquisition in the near term, especially if the
     balance sheet was weakened through increased financial
     leverage.

Fitch has assigned a 'BBB-' to the following debt issues:

Liberty Mutual Group, Inc.

  -- $250 million 4.95% notes due 2022 at 'BBB-';
  -- $250 million 6.5% notes due 2042 at 'BBB-'.

Fitch has affirmed the following ratings with a Positive Outlook:

Liberty Mutual Group, Inc.

  -- IDR at 'BBB';
  -- Short term IDR at 'F2';
  -- Commercial paper at 'F2';
  -- $187 million 7.25% notes due 2012 at 'BBB-';
  -- $260 million 8% notes due 2013 at 'BBB-';
  -- $104 million 7.3% notes due 2014 at 'BBB-';
  -- $239 million 5.75% notes due 2014 at 'BBB-';
  -- $249 million 6.7% notes due 2016 at 'BBB-';
  -- $500 million 4.95% notes due 2022 'BBB-';
  -- $3 million 7.625% notes due 2028 at 'BBB-';
  -- $231 million 7% notes due 2034 at 'BBB-';
  -- $471 million 6.5% notes due 2035 at 'BBB-';
  -- $19 million 7.5% notes due 2036 at 'BBB-';
  -- $500 million 6.5% notes due 2042 'BBB-'.
  -- 600 million 5.0% notes due 2021 at 'BBB-';
  -- $300 million 7% junior subordinated notes due 2067 at 'BB';
  -- $700 million 7.8% junior subordinated notes due 2087 at 'BB';
  -- $676 million 10.75% junior subordinated notes due 2088 at
     'BB'.

Liberty Mutual Insurance Co.

  -- IDR at 'BBB+';
  -- $140 million 8.5% surplus notes due 2025 'BBB';
  -- $227 million 7.875% surplus notes due 2026 'BBB';
  -- $260 million 7.697% surplus notes due 2097 'BBB'.

Ohio Casualty Corporation

  -- IDR 'BBB';
  -- $20.4 million 7.3% notes due 2014 'BBB-'.

Safeco Corporation

  -- IDR 'BBB';
  -- $16.7 million 7.25% notes due 2012 'BBB-'.

Fitch has affirmed the 'A-' IFS with a Positive Outlook for the
following members of Liberty Mutual Inter-company Insurance Pool
(LMIC Pool):

  -- Liberty Mutual Insurance Company
  -- Liberty Mutual Fire Insurance Company
  -- Employers Insurance Company of Wausau
  -- Liberty Insurance Corporation
  -- Wausau Business Insurance Company
  -- Wausau Underwriters Insurance Company
  -- LM Insurance Corporation
  -- The First Liberty Insurance Corporation
  -- LM General Insurance Company
  -- Liberty Mutual Personal Insurance Company
  -- Liberty Personal Insurance Company
  -- Liberty Lloyds of Texas Insurance Company
  -- Liberty Surplus Insurance Corporation
  -- Wausau General Insurance Company
  -- Liberty Mutual Mid-Atlantic Insurance Company
  -- Insurance Company of Illinois

Fitch has affirmed the 'A-' IFS of the following ratings with a
Positive Outlook for the following companies that participate in a
100% quota share with the LMIC Pool:

  -- Liberty County Mutual Insurance Company
  -- LM Property and Casualty Insurance Company
  -- Bridgefield Casualty Insurance Company
  -- Bridgefield Employers Insurance Company
  -- Liberty Insurance Underwriters Inc.

Fitch has affirmed the 'A-' IFS of the following ratings with a
Positive Outlook for the following members of Peerless Insurance
Inter-company Insurance Pool (Peerless Pool):

  -- Peerless Insurance Company
  -- Peerless Indemnity Insurance Company
  -- America First Insurance Company
  -- America First Lloyd's Insurance Company
  -- Colorado Casualty Ins. Company
  -- Consolidated Insurance Company
  -- Excelsior Insurance Company
  -- Golden Eagle Ins. Corporation
  -- Hawkeye-Security Insurance Company
  -- Indiana Insurance Company
  -- Mid-American Fire & Casualty
  -- The Midwestern Indemnity Company
  -- Montgomery Mutual Insurance Company
  -- The Netherlands Insurance Company
  -- National Insurance Association
  -- The Ohio Casualty Insurance Company
  -- West American Insurance Company
  -- American Fire and Casualty Company
  -- Ohio Security Insurance Company
  -- Safeco Insurance Company of Illinois
  -- American Economy Insurance Company
  -- American States Insurance Company
  -- American States Preferred Insurance Company
  -- Safeco Insurance Company of Indiana
  -- Safeco National Insurance Company
  -- Safeco Insurance Company of Oregon
  -- American States Lloyds Insurance Company
  -- Safeco Lloyds Insurance Company
  -- First National Insurance Company of America
  -- General Insurance Company of America
  -- Safeco Insurance Company of America
  -- Safeco Surplus Lines Insurance Company
  -- American States Insurance Company of Texas

Fitch has affirmed the 'A-' IFS of the following ratings with a
Positive Outlook for the following companies that participate in a
100% quota share with the Peerless Pool:

  -- Liberty Northwest Insurance Company
  -- North Pacific Insurance Company
  -- Oregon Automobile Insurance Company


LITHIUM TECHNOLOGY: Delays Form 10-Q for Second Quarter
-------------------------------------------------------
Lithium Technology Corporation informed the U.S. Securities and
Exchange Commission that it requires additional time to complete
its quarterly financial statements and corresponding narratives
for management's discussion and analysis for the period ended
June 30, 2012.  As a result of these factors, the Company has been
unable to complete and file the subject Form 10-Q without
unreasonable effort and expense.

                    About Lithium Technology

Plymouth Meeting, Pa.-based Lithium Technology Corporation is a
mid-volume production stage company that develops large format
lithium-ion rechargeable batteries to be used as a new power
source for emerging applications in the automotive, stationary
power, and national security markets.

The Company was not able to file its annual report for the period
ended Dec. 31, 2011, and quarterly report for the period ended
March 30, 2012.

For the nine months ended Sept. 30, 2011, the Company reported a
net loss of $12.26 million on $6.06 million of total revenue.  The
Company reported a net loss of $7.25 million on $6.35 million
of products and services sales for the year ended Dec. 31, 2010,
compared with a net loss of $10.51 million on $7.37 million of
product and services sales during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $8.83
million in total assets, $35.09 million in total liabilities and a
$26.26 million total stockholders' deficit.

                          Going Concern

As reported by the TCR on April 8, 2011, Amper, Politziner &
Mattia, LLP, Edison, New Jersey, after auditing the Company's
financial statements for the year ended Dec. 31, 2010, noted that
the Company has recurring losses from operations since inception
and has a working capital deficiency that raise substantial doubt
about its ability to continue as a going concern.

                        Bankruptcy Warning

The Form 10-Q for the quarter ended Sept. 30, 2011, noted that the
Company's operating plan seeks to minimize its capital
requirements, but the expansion of its production capacity to meet
increasing sales and refinement of its manufacturing process and
equipment will require additional capital.

The Company raised capital through the sale of securities closing
in the second quarter of 2011 and realized proceeds from the
licensing of its technology pursuant to the terms of a licensing
agreement and the sale of inventory used in manufacturing its
batteries as part of the establishment of a joint venture in the
fourth quarter of 2011, but is continuing to seek other financing
initiatives and needs to raise additional capital to meet its
working capital needs, for the repayment of debt and for capital
expenditures.  Such capital is expected to come from the sale of
securities.  The Company believes that if it raises approximately
$4 million in additional debt and equity financings it would have
sufficient funds to meet its needs for working capital, capital
expenditures and expansion plans through the year ending Dec. 31,
2012.

No assurance can be given that the Company will be successful in
completing any financings at the minimum level necessary to fund
its capital equipment, debt repayment or working capital
requirements, or at all.  If the Company is unsuccessful in
completing these financings, it will not be able to meet its
working capital, debt repayment or capital equipment needs or
execute its business plan.  In that case the Company will assess
all available alternatives including a sale of its assets or
merger, the suspension of operations and possibly liquidation,
auction, bankruptcy, or other measures.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


LOGIC DEVICES: Had $143,900 Net Loss in June 30 Quarter
-------------------------------------------------------
LOGIC Devices Incorporated filed its quarterly report on Form
10-Q, reporting a net loss of $143,900 on $393,300 of revenues for
the three months ended June 30, 2012, compared with a net loss of
$119,800 on $406,400 of revenues for the three months ended
June 30, 2011.

For the nine months ended June 30, 2012, the Company reported a
net loss of $987,600 on $675,200 of revenues, compared with a net
loss of $630,800 on $1.2 million of revenues for the nine months
ended June 30, 2011.

"For the quarter ended June 30, 2012, our net revenues of $393,300
were a 3% decrease from $406,400 in the same quarter of fiscal
2011.  For the nine months ended June 30, 2012, our net revenues
of $675,200 decreased 43% from $1,184,600 in the same period of
fiscal 2011.  These decreases are the result of older products
continuing to decline while our newly introduced products have not
begun to contribute any material revenues.  More than half of the
sales for the quarter and nine months ended June 30, 2012, were of
older product previously considered obsolete."

The Company's balance sheet at June 30, 2012, showed $2.7 million
in total assets, $1.2 million in total liabilities, and
stockholders' equity of $1.5 million.

According to the regulatory filing, prior to fiscal 2011, the
Company's cost reductions had allowed the Company to generate
enough cash from operations to fund current operations and future
capital expenditures.  "To date, however, such reductions have not
returned us to a state of liquidity.  As our older products
continue to produce less revenue and we have multiple new products
being introduced, our capital requirements have increased, and we
believe cash on-hand and cash from operations is not sufficient to
meet these increased demands.  We are currently working month-to-
month to maintain adequate cash to continue operations."

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

                       http://is.gd/vgaNwp

Sunnyvale, Calif.-based LOGIC Devices Incorporated develops and
markets high-speed digital integrated circuits that perform high-
density storage and signal/image processing functions.  The
Company's products are used in the broadcast, medical, military,
and consumer electronics markets.

*     *     *

As reported in the TCR on Jan. 3, 2012, Hein & Associates LLP, in
Irvine, California, expressed substantial doubt about LOGIC
Devices' ability to continue as a going concern, following the
Company's results for the fiscal year ended Sept. 30, 2011.  The
independent auditors noted that the Company has suffered recurring
losses from operations and requires additional funds to maintain
its operations.


LSP ENERGY: Settles Turbine Failure Dispute With Insurers for $7MM
------------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that a host of insurers
agreed Monday to fork over $7 million to LSP Energy LP to settle a
dispute over coverage for a mechanical failure that helped tip the
power plant operator into bankruptcy.

Having already shelled out $17.8 million under an insurance
policy, insurers led by Great Lakes Reinsurance (UK) PLC agreed to
pay $7 million more for repairs and lost revenues resulting from a
turbine failure at LSP?s plant in Batesville, Miss., according to
a settlement motion filed in Delaware bankruptcy court obtained by
Bankruptcy Law360.

                           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.


MERCY MEDICAL: Fitch Affirms 'BB+' Rating on $75MM Rev. Bonds
-------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating on the following bonds
issued by Cuyahoga County, OH on behalf of Mercy Medical Center
(MMC; fka CSAHS/UHHS-Canton, Inc.):

  -- $75,215,000 series 2000 hospital facilities revenue bonds.

The Rating Outlook is Negative.

Key Rating Drivers

MEMBER OF LARGER HEALTH SYSTEM: Sisters of Charity of Health
System (SCHS) is the sole corporate member of MMC.  Although SCHS
does not guaranty and is not obligated to pay debt service on
MMC's obligations, Fitch views the close relationship as a key
credit factor as SCHS would likely provide financial support to
MMC if needed.  SCHS provides support services such as information
technology, managed care contracting, treasury services, and
supply chain management.

NARROWED OPERATING LOSSES: MMC's operating performance remains
weak, however, operating losses narrowed in fiscal 2011 with a
negative 5.9% operating margin, which continued to improve through
the six months ended June 30, 2012 (the interim period) with a
negative 4.3% operating margin.  Operational improvements to date
have been primarily due to cost control initiatives and staffing
adjustments.

DECLINING LIQUIDITY METRICS: Unrestricted cash and investments
continued to decline for the fifth straight fiscal year due to
weak operating cash flow, higher malpractice costs and capital
spending from $66.4 million in fiscal 2011 to $60.1 million at
June 30, 2012, equating to a weak 80 days cash on hand and 62.5%
cash to debt.  However, cushion ratio remains adequate for the
rating category at 7.8 times (x).

THIN DEBT SERVICE COVERAGE: Fitch's maximum annual debt service
(MADS) coverage calculation by EBITDA resulted in a weak 0.9x in
fiscal 2011 and 0.8x in fiscal 2010.  However, per the master
trust indenture, MADS coverage was 1.4x in fiscal 2011, compared
to the covenant of 1.1x.

Security

The bonds are secured by a pledge of the gross revenues of the
obligated group and a first lien mortgage of hospital property.

What Would Trigger A Downgrade

INABILITY TO STABILIZE PERFORMANCE: The failure to maintain
improvements to operating profitability and continued declines in
unrestricted liquidity metrics would result in downward rating
pressure.

Credit Profile

The affirmation of the 'BB+' rating reflects MMC's relationship
with SCHS and demonstration of a reduction in operating losses
year to date.  However, the Outlook remains Negative given MMC's
overall weak financial profile and the challenges present to
returning to operating profitability as well as the continued
deterioration in its liquidity metrics.

SCHS is the sole corporate member of MMC and MMC is included in
SCHS's consolidated financial statements.  Although SCHS is not
legally obligated on MMC's bonds, the system has been deeply
involved in hospital operations and MMC's chief executive officer
is an employee of SCHS.  SCHS has expanded the support services
that it provides to its affiliate hospitals for which MMC pays a
member assessment . Support services currently include information
technology, strategic planning, construction management,
contracting, treasury services, insurance and supply chain
management.  In fiscal 2010, SCHS waived the member assessment
(approximately $4.5 million).  At Dec. 31, 2011, SCHS had $419.5
million of unrestricted cash and investments which equates to
214.8 days of cash on hand, a 34.4x cushion ratio and 181.8% cash
to long-term debt (including MMC's series 2000 bonds).

MMC's service area was hit particularly hard during the economic
downturn beginning in fiscal 2008 negatively impacting inpatient
admissions starting in fiscal 2009.  Additionally, MMC's bad debt
expense increased from 4.3% of revenues in fiscal 2009 to 5.5% in
the interim period. MMC's overall payor mix has weakened as
commercial payors have decreased as a percent of revenues while
Medicare and Medicaid increased.  The service area is beginning to
exhibit evidence of economic stabilization due in part to
increased activity in the oil and gas industry.

Although reduced, operating losses continued through fiscal 2011
and the six month interim period.  Operating margin narrowed from
negative 6.6% in fiscal 2010 to negative 5.9% in fiscal 2011 and
continued to improve to negative 4.3% in the interim period.  In
addition to the above economic factors, fiscal 2011 operating
profitability was negatively impacted by increased malpractice
expense which exceeded budget by $5.5 million.

The continued reduction in operating losses reflects management's
implementation of cost control initiatives, including staffing
adjustments.  Additionally, management engaged a consulting firm
in fiscal 2011 to identify and implement operational improvement
initiatives.  Identified initiatives include supply chain
management, productivity enhancement and revenue cycle management.
MMC has been one of the lowest cost providers in Ohio, therefore,
a majority of the operational improvements are expected to come
from revenue cycle and supply chain management.  Fitch expects to
see many of the initiatives begin to positively impact operations
in the second half of fiscal 2012.  MMC's fiscal 2012 budgeted
operating margin is negative 3.6%.

Despite a relatively low debt burden, with MADS equal to 2.8% of
revenues, debt service coverage remains thin. Total debt of
approximately $96 million as of June 30, 2012, is 100% fixed rate
and includes $75 million of series 2000 bonds, $13 million of
capital leases, and an $8 million loan from SCHS (reflecting MMC's
line of credit draw).  MMC does not have any swaps outstanding and
has no plans to issue additional debt.

For the fifth fiscal year in a row, MMC's unrestricted liquidity
continued to decline to $60.1 million through June 30, 2012.
Fitch is concerned that potential capital plans could further
erode MMC's liquidity metrics if cash flow is not adequate to fund
the contemplated projects.  Capital plans under consideration
include renovation and expansion of MMC's emergency department and
an ambulatory surgical center joint venture.  The emergency
department renovation is expected to cost $15 million, of which
approximately $4.5 million will be funded through restricted funds
(including a $2 million contribution from SCHS) with the remainder
funded through cash flow and philanthropy.  Board approval is
expected in November 2012.

MMC has consistently maintained a solid secondary market position
behind Aultman Health in its service area averaging 26.8% since
fiscal 2008 and increasing to 27.7% through June 30, 2011.  During
the same period, Aultman's market share decreased from 43.2% to
39.5%.  MMC's market position could strengthen as Aultman did not
renew its contracts with United Health and Anthem.

MMC's utilization trends continue to show modest signs of recovery
after two years of declines.  Fiscal 2011 admissions, observation
stays, emergency room visits and outpatient visits increased 2.4%,
3.7%, 3.9% and 4.2%, respectively.  Overall improvements continued
in the interim period, however, admissions declined 1.5% as
observation stays increased 8.3%.

Fitch is maintaining the Negative Outlook pending further evidence
of stability and improvement in MMC's operations.  Should
operational initiatives fail to continue to improve financial
results or should liquidity metrics further decline, negative
rating action is likely to occur.

Mercy Medical Center, located in Canton, Ohio, is a teaching
hospital with 473 licensed beds, of which 337 are staffed.  Total
operating revenues equaled $272 million in fiscal 2011.  MMC
covenants to provide annual disclosure within 120 days of the
fiscal year end and quarterly disclosure within 45 days following
the end of each fiscal quarter.  Disclosure is provided through
the Municipal Securities Rulemaking Board's EMMA system.




MICRON TECHNOLOGY: Moody's Assigns 'Ba3' CFR/PDR; Outlook Stable
----------------------------------------------------------------
Moody's Investors Service assigned Ba3 ratings to Micron
Technology, Inc. -- Corporate Family Rating (CFR), Probability of
Default Rating (PDR), and senior unsecured debt (Ba3, LGD4-54%).
Moody's also assigned a Speculative Grade Liquidity (SGL) rating
of SGL-1. The rating outlook is stable.

Assignments:

  Corporate Family Rating at Ba3

  Probability of Default Rating at Ba3

  Senior Unsecured Debt at Ba3 (LGD4-54%)

  Speculative Grade Liquidity Rating at SGL-1

Outlook: Stable

Ratings Rationale

The Ba3 CFR reflects Micron's modest leverage of under 2x debt to
EBITDA (Moody's standard adjustments) and large cash position of
about $2.2 billion, which is appropriate given the characteristics
of the semiconductor industry, particularly the highly volatile
memory segment. Micron's large cash position is needed to offset
regular periods of negative free cash flow (FCF), which are caused
by the memory segment's considerable volatility of unit average
selling prices (ASPs), particularly in the DRAM segment, and large
capital expenditures needed to maintain production cost
competitiveness. The rating also reflects the potential challenges
surrounding Micron's strategy of skipping the 25nm production
technology node in DRAM. This may place Micron at a competitive
disadvantage if it takes Micron longer than expected to develop
the next generation technology production node.

The stable outlook reflects Moody's expectation that DRAM and NAND
markets will recover in 2013 resulting in growing revenues and
improving margins such that Micron's operating margin (Moody's
standard adjustments) will be on course to turn positive in
calendar year 2013. Due to large capital expenditures, Moody's
expects FCF to remain negative until at least late 2013,
increasing outstanding debt. Due to some modest increases in debt,
Moody's expects leverage to approach 2.4x EBITDA (Moody's standard
adjustments) before declining to about 2x over the near term
through EBITDA growth. Due to the large scheduled debt maturities
in 2014 ($1.3 billion of maturing debt), Moody's expects Micron to
reduce these maturities to less than $500 million by the middle of
2013.

On July 2, 2012, Micron announced that it was acquiring Elpida
Memory, Inc. and a majority interest in Rexchip Electronics Corp.,
which will increase Micron's manufacturing capacity by 50%.
Although the acquisition is not expected to close until March 2013
at the earliest, Moody's believes that Micron will be successful
in its bid. Nevertheless, Moody's estimates that the upfront
purchase price, including potential Elpida capital expenditures
and working capital funding provided by Micron, could approach
$1.8 billion. Moreover, each of these steps involves execution
risks, which could result in depressed margins and cash outflows.

The SGL rating of SGL-1 reflects Micron's large cash balance of
about $2.2 billion and limited interest burden due to the low
coupon rate on Micron's debt, which is primarily comprised of
convertible senior notes. Moody's notes that this very good
liquidity and modest interest burden are important, due to the
absence of a backup source of liquidity and because Micron's FCF
is highly volatile, with brief periods of negative operating
margins and extended periods of negative FCF, due to the
industry's steep annual unit price depreciation, short product
life cycles, and large required capital expenditures.

The Ba3 senior unsecured debt rating is equal to the Ba3 CFR. This
reflects Micron's largely unsecured capital structure, the absence
of maintenance financial covenants, and despite the substantial
amount of unsecured trade claims at the subsidiaries Moody's
ranked these trade claims pari passu with the senior unsecured
debt due to the issuing legal entity's substantial consolidated
assets and revenues.

Micron's ratings could be upgraded if Moody's believes that
Micron's operating margins will exceed 5% over the course of a
cycle due to a more balanced industry supply following the Elpida
bankruptcy, Micron's stable or growing share of a growing NAND
market, and Micron successfully executing production node
transitions to lower unit production costs. Moreover, Moody's
would expect Micron to demonstrate financial discipline by
reducing leverage through a combination of EBITDA growth and debt
repayments such that the ratio of debt to EBITDA (Moody's standard
adjustments) is sustained below 1.0x. Noting that Micron has
announced the acquisition of Elpida, Micron's ratings could be
upgraded if Micron is successful in its bid and successfully
integrates Elpida such that Moody's believes that Micron will
generate materially higher profit levels.

Ratings could be downgraded if Micron's operating performance is
deteriorating as evidenced by ongoing negative operating margins
or declining market share or if Moody's expects leverage to remain
above 2.5x EBITDA (Moody's standard adjustments). Ratings could
also be downgraded if Micron's bid for Elpida and Rexchip is
unsuccessful.

The principal methodology used in rating Micron was the Global
Semiconductor Industry Methodology published in November 2009.
Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
in June 2009.

Micron, based in Boise, Idaho, designs, manufactures, and sells
DRAM, NAND Flash, and NOR Flash memory and semiconductor
components for CMOS image sensors.


MPG OFFICE: Said to Hire Adviser to Sell Biz or Seek Investment
---------------------------------------------------------------
Eliot Brown, writing for The Wall Street Journal, reports real-
estate executives with direct knowledge of the planning said MPG
Office Trust Inc., formerly known as Maguire Properties Inc., has
tapped real-estate adviser Eastdil Secured to search for firms to
buy the company or make a significant cash investment.  After
years of struggling with too much debt and too few tenants, the
largest office landlord in downtown Los Angeles is considering
selling itself to the highest bidder, those executives said.

WSJ says a company spokeswoman didn't respond to requests for
comment.

According to WSJ, the executives also said real-estate-investment
giants including Brookfield Office Properties Inc. and Colony
Capital LLC are considering bids, as are midsize companies such as
Piedmont Office Realty Trust Inc. and Thomas Properties Group Inc.

WSJ notes a sale isn't certain.  MPG has previously sought so-
called strategic alternatives without striking any deals.  But if
the company is sold, the move could reshuffle ownership of some of
the most iconic office towers in the nation's second-largest city.

MPG owns six towers in downtown Los Angeles, including the angled
brown granite KPMG and Wells Fargo towers, as well as the 73-story
U.S. Bank Tower, the tallest building west of the Mississippi
River.

                      About MPG Office Trust

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

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

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


MONTE CRISTO: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Monte Cristo Trust
        6101 Via Escondido Dr
        Malibu, CA 90265

Bankruptcy Case No.: 12-17458

Chapter 11 Petition Date: August 20, 2012

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

Judge: Alan M. Ahart

Debtor's Counsel: Gilbert Azafrani, Esq.
                  1725 Oceanfront Walk #318
                  Santa Monica, CA 90401
                  Tel: (310) 428-2315

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/cacb12-17458.pdf

The petition was signed by Gilbert Azafrani, acting trustee.


MSR RESORT: Selects $1.5B Singapore Fund Offer as Stalking Horse
----------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that MSR Resort Golf
Course LLC asked a New York bankruptcy judge Friday for permission
to enter into a stalking horse agreement with a group of Singapore
sovereign wealth funds to set a purchase price floor for its
assets at $1.5 billion.

Paulson & Co.-owned MSR, which entered bankruptcy protection in
February 2011, asked U.S. Bankruptcy Judge Sean H. Lane to
authorize it to enter into a commitment letter with 450 Private
Ltd. and C Hotel Mezz Private Ltd., affiliates of the Government
of Singapore Investment Corp., according to Bankruptcy Law360.

                         About MSR Resort

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

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

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

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

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

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

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

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


MSR RESORT: Eastdil Secured Approved as Financing Broker
--------------------------------------------------------
The Hon. Sean H. Lane of the U.S. Bankruptcy Court for the
Southern District of New York authorized MSR Resort Golf Course
LLC, et al., to employ Eastdil Secured, L.L.C. to obtain post-
emergence mortgage and mezzanine financing.

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

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

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

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

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

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

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

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


MSR RESORT: Paulson & Co. and Winthrop Give Up on 4 Resorts
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Paulson & Co. and Winthrop Realty Trust gave up on
trying to retain ownership of the remaining four resorts they
foreclosed in early 2011.  Instead, they will sell the properties
to secured lender Government of Singapore Investment Corp. for
$1.5 billion, including $1.12 billion in cash and $360 million in
debt.

According to the report, after foreclosing last year, Paulson and
Winthrop put all five resorts into bankruptcy in February 2011 to
prevent foreclosure of $1 billion in mortgages and $525 million in
maturing mezzanine debt.  After selling Doral Golf Resort and Spa
in Miami to Donald Trump, Paulson and Winthrop retained ownership
of the Grand Wailea Resort Hotel and Spa in Hawaii; the La Quinta
Resort and Club and the PGA West golf course in La Quinta,
California; the Arizona Biltmore Resort and Spa in Phoenix; and
the Claremont Resort & Spa in Berkeley, California.

The report relates that the $1.12 billion in cash from the
Singapore investment fund, known as GIC, will provide full payment
for $850 million in mortgages along with $115 million in first-
level mezzanine debt owing to MetLife Inc.  Interest on the
mortgages will be paid at the non-default rate.  Gic's $360
million in second- and third-level mezzanine debt, along with
interest, will be exchanged for ownership as part of the purchase
price.

The report notes that Gic will pay as much as $10.7 million of
unsecured debt in full.  The resorts' papers initiating the sale
process were filed not long before midnight on Aug. 17.  There
will be an auction to determine whether another buyer will pay
more.  At a Sept. 10 hearing, the U.S. Bankruptcy Court in
Manhattan will approve sale procedures.  The hotels want other
offers by Oct. 23 followed by an auction on Oct. 25.  The sale to
Gic would be approved and carried out through implementation of a
Chapter 11 plan acceptable to Gic.

The report adds that the existing owners will receive nothing on
their $50 million in fourth-level mezzanine debt unless the
auction brings a higher price.  The agreement gives Gic the option
of retaining Hilton Worldwide Inc. as hotel manager, or Gic can
have the existing Hilton contract terminated by the bankruptcy
court, in which case Gic will pay the damages in full.  There is
ongoing litigation in bankruptcy court, where the judge is near
the point of deciding exactly how much Hilton would be owed were
the contract terminated.

The report notes that Gic became what the resorts called their
"most vocal critic" by demanding a quick conclusion to the
reorganization.  To win a reprieve from Gic's opposition, the
resorts agreed in September 2011 to pay interest each month and to
file a plan paying Gic in full.  Unless paid sooner, the
settlement required beginning an auction process by Sept. 1 and
confirming a plan by Dec. 15.

According to the report, the resorts didn't make an interest
payment on Aug. 1, prompting the lender to file papers in
bankruptcy court allowing Gic to file its own plan.  Allowing Gic
to file a plan in the event of default was part of last year's
settlement.  When Trump agreed to buy the Doral property, the
resorts said the price indicated the remaining four hotels would
have a value sufficient for more than full payment on $1.5 billion
in debt.

                         About MSR Resort

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

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

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

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

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

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

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

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


NATIVE WHOLESALE: Sec. 341 Creditors' Meeting Moved to Aug. 29
--------------------------------------------------------------
Tracy Hope Davis, U.S. Trustee for Region 2, will convene a
meeting of creditors of Native Wholesale Supply Company on
Aug. 29, 2012, at 2:00 p.m. at Buffalo UST - Olympic Towers.
The meeting was previously set for March 26, 2012, at 1:30 p.m.

                      About Native Wholesale

Native Wholesale Supply Company is engaged in the business of
importing cigarettes and other tobacco products from Canada and
selling them within the United States.  It purchases the products
from Grand River Enterprises Six Nations, Ltd., a Canadian
corporation and the Debtor's only secured creditor.  Native is an
entity organized under the Sac and Fox Nation and has its
principal place of business at 10955 Logan Road in Perrysburg, New
York.

Native filed for Chapter 11 bankruptcy (Bankr. W.D.N.Y. Case No.
11-14009) on Nov. 21, 2011.  The Chapter 11 filing was triggered
to resolve an ongoing dispute with the United States government
regarding up to $43 million in assessments made by the government
against the Debtor pursuant to the Fair and Equitable Tobacco
Reform Act of 2004 and the Tobacco Transition Payment Program and
to restructure the terms of payment of any obligation determined
to be owing by the Debtor to the U.S. under the Disputed
Assessment.  The issues pertaining to the Disputed Assessment
resulted in two lawsuits, subsequently consolidated, now pending
in the Federal District Court.

Robert J. Feldman, Esq., and Janet G. Burhyte, Esq., at Gross,
Shuman, Brizdle & Gilfillan, P.C., in Buffalo, N.Y., represent the
Debtor as counsel.

The Company disclosed $30,022,315 in assets and $70,590,564 in
liabilities as of the Chapter 11 filing.

The States of California, New Mexico, Oklahoma and Idaho have
appeared in the case and are represented by Garry M. Graber, Esq.,
at Hodgson Russ LLP.

No trustee, examiner or creditors' committee has been appointed in
the case.


NATIVE WHOLESALE: Has OK to Hire Phillips Murrah for Oklahoma Case
------------------------------------------------------------------
Native Wholesale Supply Company sought and obtained authorization
from the U.S. Bankruptcy Court for the Western District of New
York to employ Phillips Murrah, P.C., as special counsel.

The Debtor is the defendant in an action pending in the District
Court of Oklahoma County, State of Oklahoma.  The Debtor's lead
counsel in the Oklahoma Action is Phillips Murrah, who is and has
been counsel to the Debtor on all matters involving the Oklahoma
Action since its initiation in 2008.

Phillips Murrah will:

      a. provide necessary information to the general counsel for
         the Debtor, including any and all information with
         respect to the Oklahoma Action; and

      b. assist the general bankruptcy counsel, if necessary, as
         needed, in connection with this Chapter 11 case.

Phillips Murrah will be paid at these hourly rates:

         Legal Assistants            $75-$95
         Associates                   $125
         Senior Partners              $350

Marc Edwards, Esq., a member at Phillips Murrah, attested to the
Court that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

                      About Native Wholesale

Native Wholesale Supply Company is engaged in the business of
importing cigarettes and other tobacco products from Canada and
selling them within the United States.  It purchases the products
from Grand River Enterprises Six Nations, Ltd., a Canadian
corporation and the Debtor's only secured creditor.  Native is an
entity organized under the Sac and Fox Nation and has its
principal place of business at 10955 Logan Road in Perrysburg, New
York.

Native filed for Chapter 11 bankruptcy (Bankr. W.D.N.Y. Case No.
11-14009) on Nov. 21, 2011.  The Chapter 11 filing was triggered
to resolve an ongoing dispute with the United States government
regarding up to $43 million in assessments made by the government
against the Debtor pursuant to the Fair and Equitable Tobacco
Reform Act of 2004 and the Tobacco Transition Payment Program and
to restructure the terms of payment of any obligation determined
to be owing by the Debtor to the U.S. under the Disputed
Assessment.  The issues pertaining to the Disputed Assessment
resulted in two lawsuits, subsequently consolidated, now pending
in the Federal District Court.

Robert J. Feldman, Esq., and Janet G. Burhyte, Esq., at Gross,
Shuman, Brizdle & Gilfillan, P.C., in Buffalo, N.Y., represent the
Debtor as counsel.

The Company disclosed $30,022,315 in assets and $70,590,564 in
liabilities as of the Chapter 11 filing.

The States of California, New Mexico, Oklahoma and Idaho have
appeared in the case and are represented by Garry M. Graber, Esq.,
at Hodgson Russ LLP.

No trustee, examiner or creditors' committee has been appointed in
the case.


NORTHAMPTON GENERATING: Makes Fourth Exclusivity Request
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Northampton Generating Co. has been receiving
extensions of exclusive plan-filing rights doled out in dribbles
by the U.S. Bankruptcy Court in Charlotte, North Carolina.

According to the report, with the most-recent four-week extension
of so-called exclusivity to expire on Sept. 14, the company filed
another motion seeking a four-week extension, to Oct. 15.  There
will be a Sept. 11 hearing on the latest exclusivity motion.

                   About Northampton Generating

Northampton Generating Co. LP is the owner of a 112 megawatt
electric generating plant in Northampton, Pennsylvania.  The plant
is fueled with waste products, including waste coal, fiber waste,
and tires.  The power is sold under a long-term agreement to an
affiliate of FirstEnergy Corp.

Northampton Generating filed for Chapter 11 bankruptcy (Bankr.
W.D.N.C. Case No. 11-33095) on Dec. 5, 2011.  Hillary B. Crabtree,
Esq., and Luis Manuel Lluberas, Esq., at Moore & Van Allen PLLC,
in Charlotte, N.C., serve as counsel to the Debtors.  Houlihan
Lokey Capital, Inc., is the financial advisor.

Northampton is asking that the period of exclusivity be extended
to Sept. 14 and the time to solicit support extended to Nov. 13.

The Debtor disclosed $205,049,256 in assets and $121,515,045 in
liabilities as of the Chapter 11 filing.

No request for the appointment of a trustee or examiner has been
made, and no statutory committee or trustee has been appointed in
this case.


NORTHSTAR AEROSPACE: Taps Christopher Picone as Wind Down Officer
-----------------------------------------------------------------
Northstar Aerospace (USA) Inc., et al., ask the U.S. Bankruptcy
Court for the District of Delaware appointment and employment of
Christopher L. Picone of Picone Advisory Group as wind down
officer and director to act as an independent fiduciary on behalf
of the Debtors during the wind down of the Debtors' affairs from
and after the closing of the pending sale of assets.

Mr. Picone will, among other things:

   a. finalize the Debtors final tax returns with Grant Thornton
      as tax accountant;

   b. finalize the Form 5500s and related matters for the Debtors
      defined benefit plans with the plan actuaries; and

   c. collect any outstanding accounts receivable not sold under
      the sale order.

Subject to the Court's approval, the Debtors have to pay
Mr. Picone on an hourly basis and reimburse Mr. Picone for
reasonable and necessary out-of-pocket expenses incurred during
the engagement, subject to a total fee cap of $35,000 (exclusive
of reasonable out-of-pocket expenses).  The Debtors also agreed to
provide Mr. Picone with a $10,000 retainer upon the Court's
approval of the application.

To the best of the Debtors' knowledge, Mr. Picone does not hold or
represent any interest adverse to the Debtors or their estates.

                     About Northstar Aerospace

Chicago, Illinois-based Northstar Aerospace --
http://www.nsaero.com/-- is an independent manufacturer of flight
critical gears and transmissions.  With operating subsidiaries in
the United States and Canada, Northstar produces helicopter gears
and transmissions, accessory gearbox assemblies, rotorcraft drive
systems and other machined and fabricated parts.  It also provides
maintenance, repair and overhaul of components and transmissions.
Its plants are located in Chicago, Illinois; Phoenix, Arizona and
Milton and Windsor, Ontario.  Northstar employs over 700 people
across its operations.

Northstar Aerospace, along with affiliates, filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 12-11817) in Wilmington,
Delaware, on June 14, 2012, to sell its business to affiliates of
Wynnchurch Capital, Ltd., absent higher and better offers.

Attorneys at SNR Denton US LLP and Bayard, P.A. serve as counsel
to the Debtors.  The Debtors have obtained approval to hire Logan
& Co. Inc. as the claims and notice agent.

Certain Canadian affiliates are also seeking protection pursuant
to the Companies' Creditors Arrangement Act, R.S.C.1985, c. C-36,
as amended.

As of March 31, 2012, Northstar disclosed total assets of
$165.1 million and total liabilities of $147.1 million.
Approximately 60% of the assets and business are with the U.S.
debtors.

Northstar Aerospace USA Inc. and its Canadian parent won court
approval on Tuesday to sell their assets to Illinois-based private
equity firm Wynnchurch Capital Ltd. for $70 million.


NORTHWEST PARTNERS: Fannie Mae Seeks Turnover of Cash Collateral
----------------------------------------------------------------
Fannie Mae asks the Bankruptcy Court for turnover or sequestration
of its cash collateral presently held in Northwest Partners'
attorney's trust account, and to not disburse or transfer the Cash
Collateral without further Court order.

Fannie Mae alleged that, after receiving default letters, the
Debtor transferred $60,000 of the rents generated by the property
to the Debtor's attorney.  Fannie Mae contends the Debtor lacked
authority under the loan documents to make any transfer after
receiving the default letters.  As such, the funds should be
returned to the Debtor-in-Possession account, subject to the
Fannie Mae's lien, and then turned over to Fannie Mae pursuant to
the terms of the cash collateral order.

Fannie Mae said the Debtor lost all authority to transfer rents
generated by the property once Debtor received the default letter
from Fannie Mae.  Fannie Mae has a properly perfected security
interest in these rents.  The Debtor transferred $60,000 to its
Debtor's attorney in violation of the loan documents.  Fannie
Mae's lien remains attached to the $60,000 and, as such, those
funds are Fannie Mae's cash collateral.  The Lender requests that
the Court order the Debtor's attorney to return the $60,000 to the
Debtor, subject to Fannie Mae's lien, and then turn the same over
to Fannie Mae pursuant to the cash collateral order.

Fannie Mae is represented by:

         Mark E. Konrad, Esq.
         Nishat Baig, Esq.
         SNELL & WILMER LLP
         3883 Howard Hughes Parkway, Suite 1100
         Las Vegas, Nev. 89169
         Tel: (702) 784-5200
         Fax: (702) 784-5252

                     About Northwest Partners

Northwest Partners owns the 268-unit Austin Crest Apartment in
Northwest Reno, Nevada.  It filed for Chapter 11 bankruptcy
(Bankr. D. Nev. Case No. 11-53528) on Nov. 17, 2011.  Judge Bruce
T. Beesley oversees the case.  The Debtor scheduled $13,513,361 in
assets and $14,135,158 in liabilities.  The petition was signed by
Robert F. Nielsen, president of IDN I, the Debtor's general
partner.


OCALA FUNDING: $5.2-Mil. DIP Financing Approved on Final Basis
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized, on a final basis, Ocala Funding LLC to obtain
$5,200,000 of postpetition financing from O.F. Finance, LLC.

As of the Petition Date, the Debtor was liable to the prepetition
secured parties in respect of obligations under the prepetition
Ocala facility Documents for (a) the aggregate principal amount of
$1.75 billion on account of outstanding notes; and (b) unpaid
fees, expenses, disbursements, indemnifications, obligations, and
charges or claims of whatever nature.

The Debtor would use the money to preserve the assets of the
estate.

The Debtor related that it was unable to obtain financing from
sources other than the DIP lenders on terms more favorable than
the DIP facility.

As adequate protection from any diminution in value of the
lender's collateral, the Debtor will grant the prepetition secured
parties, among other things:

   -- prior to hiring special litigation counsel to represent the
      Debtor in any fraudulent transfer action, the Debtor will
      obtain approval of (i) the designee of Deutsche bank, AG,
      London Branch (DB); (ii) either the designee of BNP Paribas
      Mortgage Corporation (BNPP) or the designee of Federal
      Deposit Insurance Corporation, as receiver for Colonial Bank
      (FDICR-Colonial);

   -- upon any potential settlement or other resolution of any of
      the fraudulent transfer actions, the Ocala Deloitte Claim,
      or the Ocala Causes of action, approval of the prepetition
      secured parties will be required; and

   -- any proceeds of the fraudulent transfer actions and Ocala
      Deloitte claim or Ocala causes of action received during the
      pendency of the case, will first be used to satisfy and pay
      unpaid administrative claims and expenses  of the case.

                        About Ocala Funding

Orange, Florida-based Ocala Funding, LLC, a funding vehicle once
controlled by mortgage lender Taylor Bean & Whitaker Mortgage
Corp., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
12-04524) in Jacksonville on July 10, 2012.

Ocala Funding used to be the largest originator and servicer of
residential loans.  Ocala was created by Taylor Bean & Whitaker to
purchase loans originated by TBW and selling the loans to third
parties, Freddie Mac.  In furtherance of this structure Ocala
raised money from noteholders Deutsche Bank AG and BNP Paribas
Mortgage Corp. and other financial institutions, as secured
lenders through sales of asset-backed commercial paper.  The
Debtor disclosed $1,747,749,787 in assets and $2,650,569,181
in liabilities as of the Chapter 11 filing.

TBW was forced to file for Chapter 11 relief (Bankr. M.D. Fla.
Case No. 09-07047) on Aug. 24, 2009, amid allegations of fraud by
Taylor Bean's former CEO Lee Farkas and other employees.  Mr.
Farkas is now serving a 30-year prison term for 14 counts of
conspiracy and fraud for being the mastermind of a $2.9 billion
bank fraud.  Mr. Farkas allegedly directed the sale of more than
$1.5 billion in fake mortgage assets to Colonial Bank and
misappropriated more than $1.5 billion from Ocala.  TBW's
bankruptcy also caused the demise of Colonial Bank, which for
years was TBW's primary bank.

TBW and its joint debtor-affiliates confirmed their Second Amended
Joint Plan of Liquidation on July 21, 2011, and the TBW Plan
became effective on Aug. 10, 2011.  The TBW Plan established the
TBW Plan Trust to marshal and distribute all remaining assets of
TBW.

Neil F. Lauria, as CRO for TBW and trustee of the TBW Plan Trust,
signed the Chapter 11 petition of Ocala.

In its Chapter 11 Petition, Ocala estimated more than $1 billion
in assets and debts.  Ocala holds 252 mortgage loans with an
unpaid balance of $42.3 million as of May 31, 2012.  The Debtor
also holds five "real estate owned" properties resulting from
foreclosures.  The Debtor also holds $22.4 million in proceeds of
mortgage loans previously owned by it that are on deposit in an
account in the Debtor's name at Regions Bank.  It also has an
interest in $75 million in cash, consisting of proceeds of
mortgage loans previously owned by the Debtor, that are in an
account maintained by Bank of America, N.A. as prepetition
indenture trustee for the benefit of the Noteholders.  The Debtor
also holds a claim in the current amount of $1.6 billion against
the estate of TBW.

The largest unsecured creditors include the Federal Deposit
Insurance Corp., owed $898,873,958; and Cadwalader, Wickersham &
Taft LLP, owed $1,632,385.

Judge Jerry A. Funk presides over the case.  Proskauer Rose LLP
and Stichter, Riedel, Blain & Prosser, serve as the Debtor's
counsel.  Neil F. Lauria at Navigant Capital Advisors, LLC, serves
as the Debtor's Chief Restructuring Officer.


OCALA FUNDING: Neil Luria Approved as Chief Restructuring Officer
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized Ocala Funding LLC to employ Neil F. Luria as chief
restructuring officer, and other support personnel.

As reported in the Troubled Company Reporter on July 17, 2012, the
Debtor filed court papers seeking formal approval of an engagement
letter agreement with Navigant Capital Advisors, LLC, to provide
the services of Neil F. Luria as chief restructuring officer and
other support personnel.

Mr. Luria is the trustee of the trust established under Taylor
Bean & Whitaker Mortgage Corp.'s confirmed Chapter 11 plan.  TBW,
the managing member of Ocala, holds 100% of the economic equity
interests of the Debtor.  TBW is controlled by the Taylor Bean
Whitaker Plan Trust.

Mr. Luria and Edward R. Casas, a senior managing director at
Navigant, will lead the Navigant team.  Navigant also will provide
an array of Administrative and Oversight Services.

Charles Sweet -- a special member of Ocala and independent of TBW,
the TBW Plan Trust, Navigant and the TBW Plan Trustee -- approved
the Debtor's employment of Mr. Luria and Navigant, including,
without limitation, the form and substance of the Agreement.

The Debtor has agreed to pay Navigant and Mr. Luria during this
Chapter 11 case:

     a. For the services of Messrs. Luria and Casas and the
        Administrative and Oversight Services, the Debtor will
        pay Navigant a Monthly Fee of:

        Period                        Monthly Fee
        ------                        -----------
        Date of execution through     $75,000 per month
        the Effective Date

        First Three Calendar Months   $75,000 per month
        Post Effective Date

        Subsequent 12 months (i.e.,   $50,000 per month
        Fourth through Fifteenth
        Calendar Months Post
        Effective Date)

        Thereafter                    $35,000 per month

        The Company agreed to pay Navigant a $175,000 retainer
        upon execution of the engagement.

     b. The Debtor will pay Navigant professionals hourly for
        services that are (i) not provided by Mr. Luria or Mr.
        Casas and (ii) not included in the scope of Administrative
        and Oversight Services.  These Out of Scope Services will
        be billed at these hourly rates:

        Senior Managing Directors/        $825 - $895
          Senior Advisors
        Managing Directors                $695 - $825
        Directors                         $550 - $695
        Associate Directors               $450 - $550
        Managing Consultants              $350 - $450
        Consultants / Associates          $245 - $350
        Paraprofessionals                  $95 - $125

     c. The Debtor will pay Navigant a deferred restructuring fee
        equal to 1% of the amount of asset and other recoveries
        received from divestitures transactions, litigation
        recoveries, negotiated settlements and negotiated claim
        reductions.

     d. The Debtor will indemnify Navigant.

                        About Ocala Funding

Orange, Florida-based Ocala Funding, LLC, a funding vehicle once
controlled by mortgage lender Taylor Bean & Whitaker Mortgage
Corp., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
12-04524) in Jacksonville on July 10, 2012.

Ocala Funding used to be the largest originator and servicer of
residential loans.  Ocala was created by Taylor Bean & Whitaker to
purchase loans originated by TBW and selling the loans to third
parties, Freddie Mac.  In furtherance of this structure Ocala
raised money from noteholders Deutsche Bank AG and BNP Paribas
Mortgage Corp. and other financial institutions, as secured
lenders through sales of asset-backed commercial paper.

The Debtor disclosed $1,747,749,787 in assets and $2,650,569,181
in liabilities as of the Chapter 11 filing.

TBW was forced to file for Chapter 11 relief (Bankr. M.D. Fla.
Case No. 09-07047) on Aug. 24, 2009, amid allegations of fraud by
Taylor Bean's former CEO Lee Farkas and other employees.  Mr.
Farkas is now serving a 30-year prison term for 14 counts of
conspiracy and fraud for being the mastermind of a $2.9 billion
bank fraud.  Mr. Farkas allegedly directed the sale of more than
$1.5 billion in fake mortgage assets to Colonial Bank and
misappropriated more than $1.5 billion from Ocala.  TBW's
bankruptcy also caused the demise of Colonial Bank, which for
years was TBW's primary bank.

TBW and its joint debtor-affiliates confirmed their Second Amended
Joint Plan of Liquidation on July 21, 2011, and the TBW Plan
became effective on Aug. 10, 2011.  The TBW Plan established the
TBW Plan Trust to marshal and distribute all remaining assets of
TBW.

Neil F. Lauria, as CRO for TBW and trustee of the TBW Plan Trust,
signed the Chapter 11 petition of Ocala.

In its Chapter 11 Petition, Ocala estimated more than $1 billion
in assets and debts.  Ocala holds 252 mortgage loans with an
unpaid balance of $42.3 million as of May 31, 2012.  The Debtor
also holds five "real estate owned" properties resulting from
foreclosures.  The Debtor also holds $22.4 million in proceeds of
mortgage loans previously owned by it that are on deposit in an
account in the Debtor's name at Regions Bank.  It also has an
interest in $75 million in cash, consisting of proceeds of
mortgage loans previously owned by the Debtor, that are in an
account maintained by Bank of America, N.A. as prepetition
indenture trustee for the benefit of the Noteholders.  The Debtor
also holds a claim in the current amount of $1.6 billion against
the estate of TBW.

The largest unsecured creditors include the Federal Deposit
Insurance Corp., owed $898,873,958; and Cadwalader, Wickersham &
Taft LLP, owed $1,632,385.

Judge Jerry A. Funk presides over the case.  Proskauer Rose LLP
and Stichter, Riedel, Blain & Prosser, serve as the Debtor's
counsel.  Neil F. Lauria at Navigant Capital Advisors, LLC, serves
as the Debtor's Chief Restructuring Officer.


OCALA FUNDING: Paul Steven Singerman OK'd as Litigation Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized Ocala Funding LLC to employ Steven Thomas, and Thomas,
Alexander & Forester, LLP; and Paul Steven Singerman as special
litigation counsels.

As reported in the Troubled Company Reporter on July 16, 2012, the
Debtor sought permission to hire Thomas Alexander and Berger
Singerman, LLP, as special litigation counsel in connection with
Ocala's lawsuit against Deloitte & Touche.  Steven W. Thomas,
Esq., a partner at Thomas Alexander; and Paul Singerman, Esq., a
partner at Berger Singerman, lead the engagement.

Prior to the Petition Date, Deloitte & Touche LLP provided audit
and related accounting and professional services to Taylor, Bean &
Whitaker Mortgage Corp. on a consolidated basis for TBW and
certain affiliates of TBW, including the Debtor.  TBW is a member
and the manager of the Debtor.

In 2009, fraud was uncovered at TBW, resulting in cessation of
TBW's business and, ultimately, the Debtor's business. On Aug. 24,
2009, TBW and certain of its affiliates (but not Ocala) filed
voluntary Chapter 11 petitions.  TBW confirmed a chapter 11 plan
that, among other things, created a trust to hold and administer
certain assets of TBW's chapter 11 estate.  Under the terms of
TBW's chapter 11 plan, any claims of TBW against Deloitte arising
from or related to Deloitte's work as auditor for TBW are now held
by the Taylor, Bean & Whitaker Mortgage Plan Trust.

The Debtor and TBW each believe that they hold independent,
although similar and perhaps related, claims against Deloitte.

The Debtor and Thomas Alexander are parties to an Engagement
Letter dated Sept. 23, 2011, pursuant to which the Debtor engaged
Thomas Alexander to provide the Debtor with advice and assistance
as counsel in investigating, evaluating, analyzing and, if
appropriate, prosecuting the Debtor's claims against Deloitte and
certain of Deloitte's affiliates.

In addition, prior to the Petition Date, the Debtor and the TBW
Trust retained Berger Singerman as local counsel to Thomas
Alexander to litigate their respective claims against Deloitte.
Thereafter, each of TBW and the Debtor sued Deloitte in the 11th
Judicial Circuit in and for Miami-Dade County, Florida.  That
litigation is ongoing.

Under the terms of the Engagement Letter with Thomas Alexander,
the firm will be compensated for its services to the Debtor
substantially as follows:

     a. The Debtor assigned to Thomas Alexander 35% of the gross
        proceeds of all recoveries, including but not limited to
        compensatory and punitive damages, restitution and/or
        insurance recoveries, in any way arising from or related
        to the Litigation, whether by settlement, litigation,
        arbitration or otherwise.

     b. The Debtor is obligated to pay all costs, disbursements
        and expenses incurred in connection with the Litigation,
        including those incurred by Thomas Alexander and by
        experts, consultants or local counsel retained by Thomas
        Alexander with the approval of the Debtor. Such costs,
        Disbursements and expenses shall be billed on a monthly or
        quarterly basis and payable upon receipt, and are not to
        be deducted from the Contingent Fee.

TBW also engaged Thomas Alexander to represent it to investigate,
evaluate and, if appropriate, prosecute TBW's claims against
Deloitte and certain of Deloitte's affiliates.

Mr. Thomas attests his firm does not represent or hold any
interest adverse to the Debtor or to the Debtor's estate with
respect to the Litigation.

Due to the nature of the Debtor's relationship with TBW and the
services that Deloitte performed, the claims of TBW and Ocala
against Deloitte will require substantially similar efforts to
prosecute.  Ocala said retaining a single firm as local counsel to
TAF to prosecute these claims will avoid duplication of effort and
minimize total litigation costs.

Berger Singerman's current hourly rates range from $225 to $625.
The current hourly rate of Paul Steven Singerman, Esq., the
attorney who will be principally responsible for representing the
Debtor, is $625.  The current hourly rates for the associate
attorneys and of counsel who will work on these cases range from
$425 to $475.  The current hourly rates for the legal assistants
and paralegals at Berger Singerman range from $75 to $200.

                        About Ocala Funding

Orange, Florida-based Ocala Funding, LLC, a funding vehicle once
controlled by mortgage lender Taylor Bean & Whitaker Mortgage
Corp., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
12-04524) in Jacksonville on July 10, 2012.

Ocala Funding used to be the largest originator and servicer of
residential loans.  Ocala was created by Taylor Bean & Whitaker to
purchase loans originated by TBW and selling the loans to third
parties, Freddie Mac.  In furtherance of this structure Ocala
raised money from noteholders Deutsche Bank AG and BNP Paribas
Mortgage Corp. and other financial institutions, as secured
lenders through sales of asset-backed commercial paper.
The Debtor disclosed $1,747,749,787 in assets and $2,650,569,181
in liabilities as of the Chapter 11 filing.

TBW was forced to file for Chapter 11 relief (Bankr. M.D. Fla.
Case No. 09-07047) on Aug. 24, 2009, amid allegations of fraud by
Taylor Bean's former CEO Lee Farkas and other employees.  Mr.
Farkas is now serving a 30-year prison term for 14 counts of
conspiracy and fraud for being the mastermind of a $2.9 billion
bank fraud.  Mr. Farkas allegedly directed the sale of more than
$1.5 billion in fake mortgage assets to Colonial Bank and
misappropriated more than $1.5 billion from Ocala.  TBW's
bankruptcy also caused the demise of Colonial Bank, which for
years was TBW's primary bank.

TBW and its joint debtor-affiliates confirmed their Second Amended
Joint Plan of Liquidation on July 21, 2011, and the TBW Plan
became effective on Aug. 10, 2011.  The TBW Plan established the
TBW Plan Trust to marshal and distribute all remaining assets of
TBW.

Neil F. Lauria, as CRO for TBW and trustee of the TBW Plan Trust,
signed the Chapter 11 petition of Ocala.

In its Chapter 11 Petition, Ocala estimated more than $1 billion
in assets and debts.  Ocala holds 252 mortgage loans with an
unpaid balance of $42.3 million as of May 31, 2012.  The Debtor
also holds five "real estate owned" properties resulting from
foreclosures.  The Debtor also holds $22.4 million in proceeds of
mortgage loans previously owned by it that are on deposit in an
account in the Debtor's name at Regions Bank.  It also has an
interest in $75 million in cash, consisting of proceeds of
mortgage loans previously owned by the Debtor, that are in an
account maintained by Bank of America, N.A. as prepetition
indenture trustee for the benefit of the Noteholders.  The Debtor
also holds a claim in the current amount of $1.6 billion against
the estate of TBW.

The largest unsecured creditors include the Federal Deposit
Insurance Corp., owed $898,873,958; and Cadwalader, Wickersham &
Taft LLP, owed $1,632,385.

Judge Jerry A. Funk presides over the case.  Proskauer Rose LLP
and Stichter, Riedel, Blain & Prosser, serve as the Debtor's
counsel.  Neil F. Lauria at Navigant Capital Advisors, LLC, serves
as the Debtor's Chief Restructuring Officer.


OCALA FUNDING: Proskauer Rose Approved as Bankruptcy Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized Ocala Funding LLC to employ Proskauer Rose, LLP as
counsel.

As reported in the Troubled Company Reporter on July 16, 2012, the
primary attorneys anticipated to work on this engagement are Jeff
Marwil, Esq., Paul Possinger, Esq., and Jeremy Stillings, Esq.

Mr. Marwil is a partner at Proskauer with over 25 years of
experience specializing in bankruptcy and creditors' rights.  Mr.
Marwil has extensive experience in serving as a court-appointed
fiduciary, including as trustee for the Bayou Hedge Fund
Litigation Trust and as receiver for the Church Extension of the
Church of God.  Mr. Possinger is a partner at Proskauer with over
18 years of experience specializing in bankruptcy and creditors'
rights.  Mr. Stillings is an associate at Proskauer with eight
years of experience in bankruptcy and creditors rights.

Proskauer will charge for its legal services on an hourly basis in
accordance with its hourly rates:

          Partner                     $550 - $1,200
          Senior Counsel              $450 - $1,050
          Associate                   $205 -   $795
          Paraprofessionals           $100 -   $315

Mr. Marwil's hourly rate is $975; Mr. Possinger's hourly rate is
$850; and Mr. Stillings' hourly rate is $700.  Also expected to
devote significant time to representing the Debtor in the Chapter
11 Case is paralegal Melissa Hagan, whose hourly rate is $235.

Mr. Marwil attests that Proskauer's partners and associates do not
hold or represent any interest adverse to the Debtor and that
Proskauer and each of its partners and associates is a
"disinterested person" within the meaning of section 101(14) of
the Bankruptcy Code.

                        About Ocala Funding

Orange, Florida-based Ocala Funding, LLC, a funding vehicle once
controlled by mortgage lender Taylor Bean & Whitaker Mortgage
Corp., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
12-04524) in Jacksonville on July 10, 2012.

Ocala Funding used to be the largest originator and servicer of
residential loans.  Ocala was created by Taylor Bean & Whitaker to
purchase loans originated by TBW and selling the loans to third
parties, Freddie Mac.  In furtherance of this structure Ocala
raised money from noteholders Deutsche Bank AG and BNP Paribas
Mortgage Corp. and other financial institutions, as secured
lenders through sales of asset-backed commercial paper.
The Debtor disclosed $1,747,749,787 in assets and $2,650,569,181
in liabilities as of the Chapter 11 filing.

TBW was forced to file for Chapter 11 relief (Bankr. M.D. Fla.
Case No. 09-07047) on Aug. 24, 2009, amid allegations of fraud by
Taylor Bean's former CEO Lee Farkas and other employees.  Mr.
Farkas is now serving a 30-year prison term for 14 counts of
conspiracy and fraud for being the mastermind of a $2.9 billion
bank fraud.  Mr. Farkas allegedly directed the sale of more than
$1.5 billion in fake mortgage assets to Colonial Bank and
misappropriated more than $1.5 billion from Ocala.  TBW's
bankruptcy also caused the demise of Colonial Bank, which for
years was TBW's primary bank.

TBW and its joint debtor-affiliates confirmed their Second Amended
Joint Plan of Liquidation on July 21, 2011, and the TBW Plan
became effective on Aug. 10, 2011.  The TBW Plan established the
TBW Plan Trust to marshal and distribute all remaining assets of
TBW.

Neil F. Lauria, as CRO for TBW and trustee of the TBW Plan Trust,
signed the Chapter 11 petition of Ocala.

In its Chapter 11 Petition, Ocala estimated more than $1 billion
in assets and debts.  Ocala holds 252 mortgage loans with an
unpaid balance of $42.3 million as of May 31, 2012.  The Debtor
also holds five "real estate owned" properties resulting from
foreclosures.  The Debtor also holds $22.4 million in proceeds of
mortgage loans previously owned by it that are on deposit in an
account in the Debtor's name at Regions Bank.  It also has an
interest in $75 million in cash, consisting of proceeds of
mortgage loans previously owned by the Debtor, that are in an
account maintained by Bank of America, N.A. as prepetition
indenture trustee for the benefit of the Noteholders.  The Debtor
also holds a claim in the current amount of $1.6 billion against
the estate of TBW.

The largest unsecured creditors include the Federal Deposit
Insurance Corp., owed $898,873,958; and Cadwalader, Wickersham &
Taft LLP, owed $1,632,385.

Judge Jerry A. Funk presides over the case.  Proskauer Rose LLP
and Stichter, Riedel, Blain & Prosser, serve as the Debtor's
counsel.  Neil F. Lauria at Navigant Capital Advisors, LLC, serves
as the Debtor's Chief Restructuring Officer.


OCALA FUNDING: Stichte Riedel Approved as Local Counsel
-------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized Ocala Funding LLC to employ Stichte, Riedel, Blain &
Prosser as local bankruptcy counsel.

As reported in the Troubled Company Reporter on July 16, 2012,
Stichter Riedel has represented debtors in some of the largest
Chapter 11 cases ever filed in the Middle District of Florida,
including (a) Hillsborough Holdings Corp., f/k/a The Jim Walter
Corporation, and its 32 subsidiaries, which had combined assets
and liabilities of more than $3 billion; (b) Koger Properties,
Inc., a New York Stock Exchange company at the time of filing with
assets and liabilities of more than $500 million; The Koger
Partnership, Ltd., a publicly traded limited partnership with
assets and liabilities of more than $200 million; Bicoastal
Corporation, f/k/a The Singer Company, a corporation with assets
in excess of $500 million and over $2 billion in asserted claims;
Lykes Bros. Steamship Co., Inc., the third largest U.S. Flag
international shipping company with assets and liabilities in
excess of $300 million; JumboSports Inc., a major national
retailer of sporting goods with 59 stores in more than 20 states
and assets and liabilities of more than $300 million; Wm. G. Roe
and Sons, Inc., and Wm. G. Roe and Company, Inc., the largest
packer and shipper of tangerines in Florida; The American Ship
Building Company, a New York Stock Exchange company at the time of
filing; and Trust America Service Corp., an American Stock
Exchange company at the time of filing.

Stichter Riedel has advised the Debtor that the current hourly
rates for the attorneys proposed to be primarily responsible for
actively representing the Debtor are:

     (a) Russell M. Blain (Shareholder) $460 per hour

     (b) Edward J. Peterson (Shareholder) $350 per hour

Generally, Stichter Riedel's hourly rates are:

     (a) Shareholders $325 to $475 per hour

     (b) Associates $210 to $325 per hour

     (c) Paralegals $90 to $160 per hour

Edward J. Peterson, III, Esq., attests that Stichter Riedel
neither holds nor represents any interest adverse to the Debtor's
estate; and Stichter Riedel is a "disinterested person" within the
meaning of Sections 101(14) and 327(a) of the Bankruptcy Code and
does not hold or represent an interest adverse to the estate.

                        About Ocala Funding

Orange, Florida-based Ocala Funding, LLC, a funding vehicle once
controlled by mortgage lender Taylor Bean & Whitaker Mortgage
Corp., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
12-04524) in Jacksonville on July 10, 2012.

Ocala Funding used to be the largest originator and servicer of
residential loans.  Ocala was created by Taylor Bean & Whitaker to
purchase loans originated by TBW and selling the loans to third
parties, Freddie Mac.  In furtherance of this structure Ocala
raised money from noteholders Deutsche Bank AG and BNP Paribas
Mortgage Corp. and other financial institutions, as secured
lenders through sales of asset-backed commercial paper.
The Debtor disclosed $1,747,749,787 in assets and $2,650,569,181
in liabilities as of the Chapter 11 filing.

TBW was forced to file for Chapter 11 relief (Bankr. M.D. Fla.
Case No. 09-07047) on Aug. 24, 2009, amid allegations of fraud by
Taylor Bean's former CEO Lee Farkas and other employees.  Mr.
Farkas is now serving a 30-year prison term for 14 counts of
conspiracy and fraud for being the mastermind of a $2.9 billion
bank fraud.  Mr. Farkas allegedly directed the sale of more than
$1.5 billion in fake mortgage assets to Colonial Bank and
misappropriated more than $1.5 billion from Ocala.  TBW's
bankruptcy also caused the demise of Colonial Bank, which for
years was TBW's primary bank.

TBW and its joint debtor-affiliates confirmed their Second Amended
Joint Plan of Liquidation on July 21, 2011, and the TBW Plan
became effective on Aug. 10, 2011.  The TBW Plan established the
TBW Plan Trust to marshal and distribute all remaining assets of
TBW.

Neil F. Lauria, as CRO for TBW and trustee of the TBW Plan Trust,
signed the Chapter 11 petition of Ocala.

In its Chapter 11 Petition, Ocala estimated more than $1 billion
in assets and debts.  Ocala holds 252 mortgage loans with an
unpaid balance of $42.3 million as of May 31, 2012.  The Debtor
also holds five "real estate owned" properties resulting from
foreclosures.  The Debtor also holds $22.4 million in proceeds of
mortgage loans previously owned by it that are on deposit in an
account in the Debtor's name at Regions Bank.  It also has an
interest in $75 million in cash, consisting of proceeds of
mortgage loans previously owned by the Debtor, that are in an
account maintained by Bank of America, N.A. as prepetition
indenture trustee for the benefit of the Noteholders.  The Debtor
also holds a claim in the current amount of $1.6 billion against
the estate of TBW.

The largest unsecured creditors include the Federal Deposit
Insurance Corp., owed $898,873,958; and Cadwalader, Wickersham &
Taft LLP, owed $1,632,385.

Judge Jerry A. Funk presides over the case.  Proskauer Rose LLP
and Stichter, Riedel, Blain & Prosser, serve as the Debtor's
counsel.  Neil F. Lauria at Navigant Capital Advisors, LLC, serves
as the Debtor's Chief Restructuring Officer.


OLD SECOND BANCORP: Reports $1.25-Mil. Net Income in 2nd Quarter
----------------------------------------------------------------
Old Second Bancorp, Inc., filed its quarterly quarterly report on
Form 10-Q, reporting net income of $1.25 million on $15.69 million
of net interest and dividend income for the three months ended
June 30, 2012, compared with net income of $1.01 million on
$16.47 million of net interest and dividend income for the same
period last year.

For the six months ended June 30, 2012, the Company had a net loss
of $1.72 million on $30.79 million of net interest and dividend
income, compared with a net loss of $2.11 million on
$33.01 million of net interest and dividend income for the same
period in 2011.

The Company recorded a $6.28 million provision for loan losses in
the first half of 2012, which included an addition of $200,000 in
the second quarter.  The provision for loan losses in the first
half of 2011 was $4.50 million, which included an addition of
$500,000 in the second quarter of 2011.

The Company's balance sheet at June 30, 2012, showed
$1.986 billion in total assets, $1.916 billion in total
liabilities, and stockholders' equity of $70.1 million.

The Bank exceeded the general minimum regulatory requirements to
be considered "well capitalized" and is in full compliance with
heightened capital ratios that it has agreed to maintain with the
OCC contained within the Consent Order with the OCC, dated May 16,
2011.  However, as a result of continuing to be under the Consent
Order, the Bank is formally considered "adequately capitalized".

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

                       http://is.gd/IotzOM

Old Second Bancorp, Inc., is a financial services company with its
main headquarters located in Aurora, Illinois.  The Company is the
holding company of Old Second National Bank, a national banking
organization headquartered in Aurora, Illinois and provides
commercial and retail banking services, as well as a full
complement of trust and wealth management services.  The Company
has offices located in Cook, Kane, Kendall, DeKalb, DuPage,
LaSalle and Will counties in Illinois.


PACIFIC MONARCH: Gibson Dunn OK'd as Reorganization Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
according to Pacific Monarch Resorts, Inc., et al.'s case docket,
authorized the Debtors to employ Gibson, Dunn & Crutcher, LLP, as
general reorganization counsel.

As reported in the Troubled Company Reporter on July 6, 2012, the
Debtor also requested for authorization to employ Stutman,
Treister & Glatt P.C., as general reorganization counsel.

The Debtors related that on May 24, 2012, Jeffrey C. Krause joined
Gibson Dunn's Los Angeles office as partner in the firm's Business
Restructuring and Reorganization Practice Group.  Prior to joining
Gibson Dunn, Mr. Krause was a senior shareholder of ST&G, the
Debtors' general reorganization counsel.

Given Mr. Krause's integral role in the cases, the Debtors seek to
employ Gibson Dunn as joint general reorganization counsel with
ST&G.  Subject to Court's approval, Mr. Krause will continue to
coordinate workflows among Gibson and ST&G to avoid duplication of
their respective services.

Gibson Dunns' legal fees are at varying rates ranging from $395 to
$1,075 for attorneys.

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

                       About Pacific Monarch

Pacific Monarch Resorts, Inc., and its affiliated debtors operate
a "timeshare business" business.  The Debtors filed voluntary
Chapter 11 petitions (Bankr. C.D. Calif. Lead Case No. 11-24720)
on Oct. 24, 2011, disclosing $100 million to $500 million in both
assets and debts.  The affiliated debtors are Vacation Interval
Realty Inc., Vacation Marketing Group Inc., MGV Cabo LLC,
Desarrollo Cabo Azul, S. de R.L. de C.V., and Operadora MGVM S. de
R.L. de C.V.

Based in Laguna Hills, California, Pacific Monarch and its
affiliates generate revenue primarily from the sale and financing
of "vacation ownership points" in a timeshare program commonly
known and marketed as "Monarch Grand Vacations," a multi-location
vacation timeshare program that establishes a uniform plan for the
development, ownership, use and enjoyment of specified resort
accommodations for the benefit of its members.  MGV is a nonprofit
mutual benefit corporation whose members are timeshare owners, and
it is administered by a board of directors elected by MGV members.

As of the Petition Date, MGV owned Resort Accommodations within
these resorts: Palm Canyon Resort (Palm Springs), Riviera Oaks
Resort & Racquet Club (Ramona), Riviera Beach & Spa Resort -
Phases I and II (Dana Point), Riviera Shores Beach (Dana Point),
Cedar Breaks Lodge (Brian Head), Tahoe Seasons Resort (South Lake
Tahoe), Desert Isle of Palm Springs (Palm Springs), the Cancun
Resort (Las Vegas), and the Cabo Azul Resort (Los Cabos, Mexico).
Future Vacation Accommodations are currently in the pre-
development stage in Kona, Hawaii and Las Vegas, Nevada.
Additionally, the Cabo Azul Resort has construction in progress on
two buildings.

The Pacific Monarch entities do not include the entities that
actually own the timeshare properties that have been dedicated to
use by the purchasers of timeshare points.  The trusts that own
the properties are not liable for the Pacific Monarch entities'
obligations.

MGV is not a debtor.

Judge Erithe A. Smith presides over the jointly administered
cases.  Lawyers at Stutman, Treister & Glatt PC, in Los Angeles,
serve as counsel to the Debtors.  The petition was signed by Mark
D. Post, chief executive officer and director.

Houlihan Lokey Capital, Inc., serves as investment baker to the
Debtors.  Raymond J. Gaskill, Esq., represents the Debtors as
special timeshare counsel.  Greenberg, Whitcombe & Takeuchi, LLP,
serves as the Debtors' special counsel for employment and labor
matters.  Lesley, Thomas, Schwarz & Postma, Inc., serves as the
Debtors' tax and vacation ownership points accountants.  White &
Case LLP is the Debtors' special tax counsel.

Attorneys at Brinkman Portillo Ronk, PC, serve as counsel to the
Official Committee of Unsecured Creditors.

Creditor Ikon Financial Services is represented by Christine R.
Etheridge.  Creditor California Bank & Trust is represented in the
case by Michael G. Fletcher at Frandzel Robins Bloom & Csato, L.C.
Marshall F. Goldberg, Esq. at Glass & Goldberg argues for creditor
Fifth Third Bank.  Creditor The Macerich Company is represented by
Brian D. Huben, Esq. at Katten Muchin Rosenman LLP.  Interested
Party DPM Acquisition is represented by Joshua D. Wayser, Esq. at
Katten Muchin Rosenman LLP.


PATRICK FARMS: M.D. Ga. Court Confirms Reorganization Plan
----------------------------------------------------------
Chief Bankruptcy Judge John T. Laney, III, on Aug. 16 confirmed
the Plan of Reorganization in the Chapter 11 cases of Patrick
Farms Partnership, Gibbs Patrick Farms Inc., and Heritage Farms
LLC.  In a separate order on the same date, the Court directed the
Debtors to file with the Clerk of Court, within 15 days of the
date of the entry of the confirmation order, a report specifying
the projected date for completion of substantial consummation as
defined in ll U.S.C. Sec. 1101(2) describing the action to be
taken to complete substantial consummation.  If the projected date
for completion of substantial consummation must be extended, the
Debtors are directed to file a supplemental report specifying a
new projected date, the progress made toward consummation of the
Plan, the action remaining to be taken to complete substantial
consummation and the reasons for the delay.  Upon effective date
of the Plan, the Debtors are to file a Final Report and Final
Account in compliance with 11 U.S.C. Sec. 704(9), (b) file an
Application for Final Decree, and (c) submit a proposed Final
Decree.

A copy of the Court's Aug. 16, 2012 Order is available at
http://is.gd/N6KLE4from Leagle.com.

Patrick Farms Partnership, in Omega, Georgia, and affiliates filed
for Chapter 11 bankruptcy (Bankr. M.D. Ga. Case No. 10-71203) on
Aug. 2, 2010.  Judge John T. Laney III presides over the case.
Austin E. Carter, Esq. -- acarter@stoneandbaxter.com -- at Stone
and Baxter, LLP, serves as the Debtors' counsel.  In its petition,
Patrick Farms estimated $1 million to $10 million in both assets
and debts.  A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/gamb10-71203.pdf The petition was signed
by James Gibbs Patrick, III, partner.


PEREGRINE FINANCIAL: Wasendorf Pleads Not Guilty at Arraignment
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Russell R. Wasendorf Sr., the founder and former
chief executive of Peregrine Financial Group Inc., pleaded not
guilty at a three-minute arraignment on Aug. 17.  He didn't oppose
being held without bail.

According to the report, with his assets frozen by a receiver and
lacking funds to pay for private counsel, Mr. Wasendorf will be
defended by a federal public defender.  Trial is tentatively
scheduled for the last week in Oct.  He was indicted on Aug. 13 by
a federal grand jury in Iowa on 31 counts of making false
statement to the U.S. Commodity Futures Trading Commission.  The
indictment says the reports overstated the amount of segregated
customer funds by tens of millions dollars.  Precise amounts
weren't given.  Mr. Wasendorf already confessed to conducting a
fraud for 20 years at Peregrine, a futures broker.

The criminal case is U.S. v. Wasendorf, 12-cr-2021, U.S.
District Court, Northern District of Iowa (Eastern Waterloo).

                     About Peregrine Financial

Peregrine Financial Group Inc. filed to liquidate under Chapter 7
of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 12-27488)
on July 10, 2012, disclosing between $500 million and $1 billion
of assets, and between $100 million and $500 million of
liabilities.

Earlier that day, at the behest of the U.S. Commodity Futures
Trading Commission, a U.S. district judge appointed a receiver and
froze the firm's assets.  The firm put itself into bankruptcy
liquidation in Chicago later the same day.  The CFTC had sued
Peregrine, saying that more than $200 million of supposedly
segregated customer funds had been "misappropriated."  The CFTC
case is U.S. Commodity Futures Trading Commission v. Peregrine
Financial Group Inc., 12-cv-5383, U.S. District Court, Northern
District of Illinois (Chicago).

Peregrine's CEO Russell R. Wasendorf Sr. unsuccessfully attempted
suicide outside a firm office in Cedar Falls, Iowa, on July 9.

The bankruptcy petition was signed in his place by Russell R.
Wasendorf Jr., the firm's chief operating officer. The resolution
stated that Wasendorf Jr. was given a power of attorney on July 3
to exercise if Wasendorf Sr. became incapacitated.

Peregrine Financial is the regulated unit of the brokerage
PFGBest.

At a quickly-convened hearing on July 13, the bankruptcy judge
authorized the Chapter 7 trustee to operate Peregrine's business
on a "limited basis" through Sept. 13.


PLATINUM PROPERTIES: Has Until Oct. 25 to File Reorganization Plan
------------------------------------------------------------------
The Hon. Basil H. Lorch III of the Bankruptcy Court for the
Southern District of Indiana extended, for the fourth time,
Platinum Properties, LLC, et al.'s exclusive periods to file and
solicit acceptances for the proposed plan of reorganization until
Oct. 25, 2012, and Dec. 26, respectively.

As reported in the Troubled Company Reporter on Aug. 8, 2012, in
the foruth extension motion, the Debtors explained that they
require additional time to negotiate with creditors to ascertain
the viability of the alternative exit strategies.  The Debtors
have reached agreements, or expect to soon reach agreements, with
the majority of their key creditors and terminating exclusivity at
this stage of the Chapter 11 cases will imperil the Debtors'
ongoing negotiations with its creditors.

              About Platinum Properties and PPV LLC

Indianapolis, Indiana-based Platinum Properties, LLC, is a
residential real estate developer.  Platinum acquires land,
designs the projects, obtains zoning and other approvals, and
constructs roads, drainage, utilities, and other infrastructure of
residential subdivisions.  Platinum then sells the finished,
platted lots.  Platinum also has an ownership interest in several
special purpose entities that in turn own, operate and manage
individual projects.

PPV LLC is a joint venture between Platinum and a non-debtor
entity, Pittman Partners, Inc., each of whom hold an equity
interest in PPV.  PPV owned four projects directly and owns 100%
of the membership interest of Sweet Charity Estates, LLC.

Platinum Properties and PPV LLC filed for Chapter 11 protection
(Bankr. S.D. Ind. Case Nos. 11-05140 and 11-05141) on April 25,
2011.  Lawyers at Baker & Daniels LLP, in Indianapolis, Indiana,
serve as the Debtors' bankruptcy counsel.  Platinum Properties
disclosed $14,624,722 in assets and $181,990,960 in liabilities as
of the Chapter 11 filing.

The U.S Trustee has not yet appointed a creditors committee in the
Debtor's case.  The U.S. Trustee reserves the right to appoint
such a committee should interest developed among the creditors.


POWIN CORPORATION: Had $634,500 Net Loss in Second Quarter
----------------------------------------------------------
Powin Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $634,572 on $13.5 million of revenue for
the three months ended June 30, 2012, compared net income of
$54,993 on $12.7 million of revenue for the same period a year
earlier.

For the six months ended June 30, 2012, the Company had a net loss
of $963,913 on $26.8 million of revenue, compared with net income
of $79,485 on $23.7 million of revenue for the same period of
2011.

The Company's balance sheet at June 30, 2012, showed $15.7 million
in total assets, $8.9 million in total liabilities, and
stockholders' equity of $6.8 million.

"The Company sustained operating losses during the three and six
months ended June 30, 2012.  The Company's continuation as a going
concern is dependent on its ability to generate sufficient cash
flows from operations to meet its obligations and/or obtaining
additional financing from its shareholders or other sources, as
may be required."

"The accompanying unaudited condensed consolidated financial
statements have been prepared assuming that the Company will
continue as a going concern; however, the above condition raises
substantial doubt about the Company's ability to do so."

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

                       http://is.gd/LHf7NM

Tualatin, Oregon-based Powin Corporation was formed as an Oregon
corporation on Nov. 15, 1990, by Joseph Lu, a Chinese-American.
Since its incorporation, Powin has grown into a large original
equipment manufacturer ("OEM") utilizing six plants on two
continents.  Powin provides manufacturing coordination and
distribution support for companies throughout the United States.
More than 2,000 products and parts are supplied by Powin on a
regular basis.


PROTECTIVE LIFE: Fitch Puts 'BB+' Rating on $150-Mil. Debt
----------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Protective Life
Corp.'s (PL) new issuance of $150 million in 6% hybrid debt.

Proceeds from the new debt issuance will be used to refinance the
remainder of the company's outstanding trust preferreds, so Fitch
does not view this as an increase in overall leverage.  PL's
financial leverage ratio was 31% as of June 30, 2012 compared to
28% at the end of 2011.  The increase was driven primarily by a
reduction in equity due to the new accounting rules related to
deferred acquisition costs.  There was no increase in debt in the
first half of 2012.

The new hybrid debt issuance, which will be due in 2042, will rank
in priority of payment the same as the trust preferreds being
refinanced.  Based on Fitch's rating criteria, this hybrid debt
issuance has not been assigned any equity credit.

On May 16, 2012, Fitch affirmed PL's 'BBB+' Issuer Default Rating
(IDR) rating, and the 'A' Insurer Financial Strength (IFS) rating
of Protective Life Insurance Co., as well as other PL ratings.
The Rating Outlook is Stable.  The affirmations were based on
Fitch's view that PL's operating results are in line with
expectations.

The key rating triggers that could result in an upgrade include
continued recovery in earnings combined with growth in equity and
surplus (particularly if accomplished through earnings).  Ratings
could be upgraded if financial leverage remains below 25% and TFC
leverage falls into the 0.8x to 1.0x range.  Ratings could also be
positively affected if EBIT-based interest coverage rose above 9x.

The key rating triggers that could result in a downgrade include:
material declines in GAAP equity (that would drive financial
leverage above 30%), or statutory capital (that would drive
reported RBC below 300%), a downturn or weak growth in earnings,
or a material reinsurance loss.  Ratings could also be pressured
if interest coverage fell below 5x.

Fitch assigns a 'BB+' rating to the following:

Protective Life Corp.'s

  -- $150 million in 6% subordinated notes due 2042.


PULTEGROUP INC: Fitch Affirms Senior Unsecured Ratings at 'BB'
--------------------------------------------------------------
Fitch Ratings has affirmed PulteGroup, Inc.'s (NYSE: PHM) Issuer
Default Rating (IDR) and senior unsecured ratings at 'BB'.  The
Rating Outlook has been revised to Stable from Negative.

The ratings and Stable Outlook for PHM reflect year-over-year
improvement in operational and financial categories (especially
net orders and gross profit margin) during recent quarters and
better performance relative to its peers, a moderate housing
recovery, broad geographic and product diversity, a long track
record of adhering to a disciplined financial strategy and
somewhat more recently an at times aggressive growth strategy.

The merger with Centex in August 2009 further enhanced the
company's broad geographic and product line diversity.  Centex's
significant presence in the entry level and first move-up
categories complements PHM's strength in both the move-up and
active adult segment.  PHM's Del Webb (active adult) segment is
perhaps the best recognized brand name in the homebuilding
business.  The company also did a good job in reducing its
inventory and generating positive operating cash flow during the
severe housing downturn from 2007 to 2011.

The rating also takes into account the company's strong liquidity
position as well as the successful execution of its debt repayment
strategy following the merger with Centex in August 2009 and more
recently.  Subsequent to the merger the company repurchased $1.5
billion of senior notes through a tender offer.  PHM also retired
$898.5 million of debt in 2010 and $323.9 million of debt in 2011.
The company's remaining debt maturities are well laddered with
$96.5 million due to mature in August 2012, $180.6 million
scheduled to mature in 2013 and $569.2 million due in 2014.

PHM ended the June 2012 quarter with $1.310 billion of
unrestricted cash and equivalents and $3.093 billion of senior
notes.

In addition, Fitch has taken into account PHM's significant ramp
up in gross profit margins (excluding impairments) since the first
quarter of 2009 (1,088 bps) and ongoing operational initiatives
expected to generate further margin expansion.  Those initiatives
include a rising share of closings from recently acquired,
typically lower cost land, favorable product mix benefiting from
move-up and active adult closings, pushing design, engineering and
purchasing activities out to field operations to drive local costs
lower, and working to ensure proper balance of pre-sold vs. lower
margin speculative sales (currently 75% pre-sold, 25% spec).

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

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

As of June 30, 2012, PHM controlled 124,976 lots, of which 88.4%
are owned and the remaining 11.6% are controlled through options.
Total lots controlled represent an approximately 8.1-year supply
of total lots based on LTM closings and the company owns 7.2 years
of lots.  The company's land position has historically been longer
compared to other public homebuilders due to its Del Webb
operations.  PHM's active adult and certain master-planned
communities can extend from five to seven years or longer during
their build-out.

During the past few years, the company has been relatively subdued
in committing to incremental land purchases due to its sizeable
land position.  Of course, the acquisition of Centex in 2009
allowed the company to sharply increase its land position.
Management estimates that 30% of its total lots controlled are
fully developed.

PHM expects to spend about $900 million on land and development
this year.  By comparison, the company spent $750 million on land
and development in 2009, while Centex spent roughly $200 million.
PHM expended $980 million on land and development in 2010 and $1
billion in 2011. (For perspective, PHM alone spent $4.6 billion on
land and development in 2006.)

The company continues to have meaningful development expenditures,
largely due to its Del Webb active adult (retiree) operations.

Fitch is comfortable with the company's land strategy given PHM's
cash position, debt maturity schedule, proven access to the
capital markets, and management's demonstrated discipline in
pulling back on its land and development activities during periods
of distress.  Additionally, Fitch expects management to be
disciplined with the uses of its cash, refraining from significant
share repurchases or one-time dividends to its stockholders that
would meaningfully deplete its liquidity position.

PHM's future ratings and Outlook will be influenced by broad
housing market trends as well as company specific activity, such
as land and development spending, general inventory levels,
speculative inventory activity (including the impact of high
cancellation rates on such activity), gross and net new order
activity, debt levels and free cash flow trends and uses.

A near-term positive rating action would be considered if the
recovery in housing is significantly better than our current
outlook and the company's credit metrics are meaningfully above
our expectations.  A negative rating action could be triggered if
there is a shortfall in PHM's financials and there is a sharp drop
in cash (below $700 million) as well as underperforming operating
metrics.

Fitch has affirmed the following ratings for PHM and revised the
Rating Outlook to Stable.

PulteGroup, Inc.:

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

Centex Corp.:

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


QUALTEQ INC: Hilco Real Approved as Trustee's Real Estate Advisor
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
authorized Fred C. Caruso, Chapter 11 trustee for Qualteq, Inc.,
to employ Hilco Real Estate, LLC as real estate advisors.

The Court also approved the amended the fee structure for
PricewaterhouseCoopers Corporate Finance LLC.

As reported in the Troubled Company Reporter on July 31, 2012,
Hilco will advise and assist the trustee in connection with these
tasks:

   (a) meeting with the trustee to ascertain the trustee's goals,
       objectives, and financial parameters;

   (b) soliciting interested parties for the sale of certain
       real properties, and marketing the Properties for sale;

   (c) at the trustee's direction and on the Trustee's behalf,
       negotiating the terms of the sale of the Properties; and

   (d) identifying fair market rent associated with the Properties
       or other locations leased by the Debtors to their
       affiliates.

Hilco will be paid according to this fee structure:

Monthly Retainer       * On Oct. 15, 2012, the trustee shall
                          pay Hilco a fee of $50,000.

                        * On Nov. 15, 2012, the trustee shall
                          pay Hilco a fee of $100,000.

                        * On Dec. 15, 2012, the trustee shall
                          pay Hilco a fee of $50,000

Transaction Fees        * Subject to Section 4(c)(ii) of the
                          Engagement Letter, for each Property
                          that is sold, Hilco will earn and
                          be entitled to payment by the Trustee of
                          a fee equal to 3.25% of the Gross Sale
                          Proceeds from the sale of each such
                          Property.

                        * For each Property identified as a
                          "Co-Marketed Property" that is sold,
                          transferred, or otherwise disposed of
                          during the Term in connection with a
                          going concern transaction for which PwC
                          CF is otherwise entitled to a
                          Transaction Fee (as that term is defined
                          by the PwC CF Engagement Letter), the
                          Real Estate Transaction Fee shall be
                          4.00%; provided that one-half of the
                          Real Estate Transaction Fee shall be
                          payable by the Trustee to PwC CF and
                          not Hilco. For the avoidance of doubt,
                          Section 4(c)(ii) of the Engagement
                          Letter applies only where the acquirer
                          of the applicable Co-Marketed Property
                          is also the acquirer (or an affiliate
                          of such acquirer) of the assets acquired
                          and/or liabilities assumed in a going-
                          concern transaction for which PwC CF is
                          entitled to a Transaction Fee pursuant
                          to the PwC CF Engagement Letter.

                        * To the extent the "value" of a Co-
                          Marketed Property sold, transferred, or
                          otherwise disposed of in connection with
                          any other transaction is enhanced as a
                          result of a bid or bids received from a
                          third party procured by PwC CF, 50 basis
                          points of the Real Estate Transaction
                          Fee shall be payable by the Trustee to
                          PwC CF and not Hilco. PwC CF, Hilco, and
                          the Trustee shall mutually agree upon
                          the "value" enhancement or, if such
                          parties are unable to reach an
                          agreement, resolved by the Bankruptcy
                          Court after notice and a hearing. For
                          the avoidance of doubt, Section
                          4(c)(iii) of the Engagement Letter shall
                          not apply if a Real Estate Transaction
                          Fee is payable to PwC CF pursuant to
                          Section 4(c)(ii) of the Engagement
                          Letter.

                        * Hilco shall not be entitled to a fee for
                          any Property sold, transferred, or
                          otherwise disposed of as part of a
                          "credit bid" by one or more of the
                          Debtors' lenders, unless the Trustee is
                          permitted to recover such fees pursuant
                          to section 506(c) of the Bankruptcy
                          Code.

Crediting              * For each $1 of Transaction Fees earned,
                          $0.50 shall be credited against the
                          Monthly Fees earned.


Court Appearances      * Hilco shall be paid $400 for each
                          appearance in the Bankruptcy Court.

In addition, the Trustee will reimburse Hilco for its travel and
the reasonable, documented out-of-pocket expenses it incurs in
connection with its services under the Engagement Letter.

Ian S. Fredericks, Esq., vice president and assistant general
counsel of Hilco Trading, LLC, the parent company of Hilco Real
Estate, LLC, assures the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

The Court also ordered that, among other things:

   -- the PwC CF retention order is amended that PwC CF will be
eligible to receive the real estate transaction fees provided that
the fee will be subject to allowance and approval by the Court;
and

   -- the gross sale proceeds used to calculate any real estate
transaction fee payable to PwC CF will not included in aggregate
consideration used to determine the transaction fee payable to PwC
CF.

                        About QualTeq Inc.

South Plainfield, New Jersey-based QualTeq, Inc., engages in the
design, manufacture, and personalization of plastic cards in the
United States.  The company manufactures magnetic, contact, and
dual interface smart cards.

Qualteq Inc. and 17 affiliated companies filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12572) on
Aug. 14, 2011.  Eric Michael Sutty, Esq., and Jeffrey M. Schlerf,
Esq., at Fox Rothschild LLP, serve as local counsel to the
Debtors.  K&L Gates LLP is the general bankruptcy counsel.
Eisneramper LLP is the accountants and financial advisors.
Scouler & Company is the restructuring advisors.  Lowenstein
Sandler PC is counsel to the Committee.  Avadamma LLC disclosed
$38,491,767 in assets and $36,190,943 in liabilities as of the
Petition Date.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed four
unsecured creditors to serve on the Official Committee of
Unsecured Creditors.

As reported in the Troubled Company Reporter on Feb. 23, 2012,
Delaware Bankruptcy Judge Kevin J. Carey granted the request of
Bank of America, N.A., to transfer the venue of the Chapter 11
cases to the U.S. Bankruptcy Court for the Northern District of
Illinois.


R & D DEVELOPMENT: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: R & D Development, LLC
        3760 Amber Jack Bay
        5450 Summerwood Yorba Linda, CA 92880
        Lake Havasu, AZ 85403

Bankruptcy Case No.: 12-18641

Chapter 11 Petition Date: August 20, 2012

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

Judge: Randolph J. Haines

Debtor's Counsel: Dean William O'Connor, Esq.
                  DEAN W. O'CONNOR PLLC
                  2850 E. Camelback Suite 200
                  Phoenix, AZ 85016
                  Tel: (602) 956-9555
                  Fax: (602) 801-9070
                  E-mail: DWOConnor@aol.com

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Richard Kyees, managing member.


REOSTAR ENERGY: Hatcher & Harris to Defend Inglish Family Suit
--------------------------------------------------------------
Reostar Energy Corporation, et al., ask the U.S. Bankruptcy Court
for the Northern District of Texas for permission to employ
Hatcher & Harris, P.C. as special litigation counsel, to defend a
state court litigation against the Debtor in Cooke County, Texas.

H&H has a significant amount of experience in complex business and
oil and gas litigation matters in state court in the county where
the litigation is pending.  H&H will act as lead counsel in
defending the Inglish Family Litigation.  H&H will coordinate its
efforts with the Debtors' bankruptcy counsel to prevent any
duplication of effort to the fullest extent possible.

The hourly rates charged by H&H will be $350 per hour for Belvin
R. Harris who will be the primary lead counsel and for Jim Hatcher
who may assist in the case to cover hearings or prepare witnesses
or the like.

The Debtor proposes to pay a $5,000 retainer to H&H upon approval
of the application.

To the best of the Debtors' knowledge, H&H does not represent or
hold any interest adverse to the Debtors with respect to the
matters on which H&H is to be retained as special litigation
counsel.

                       About ReoStar Energy

Fort Worth, Texas-based ReoStar Energy Corporation is engaged in
the exploration, development and acquisition of oil and gas
properties, primarily located in the state of Texas.  The Company
owns roughly 9,000 acres of leasehold, which include 5,000 acres
of exploratory and developmental prospects as well as 4,000 acres
of enhanced oil recovery prospects.  ReoStar filed for Chapter 11
bankruptcy protection (Bankr. N.D. Tex. Case No. 10-47176) on
Nov. 1, 2010.

Bankruptcy Judge D. Michael Lynn presides over the case.  Bruce W.
Akerly, Esq., and Arthur A. Stewart, Esq., at Cantey Hanger LLP,
in Dallas, represent the Debtors in their restructuring efforts.
Greenberg Taurig, LLP, serves as special corporate/securities
counsel.  Reostar Energy disclosed $15.3 million in assets and
$16.4 million in liabilities.

ReoStar Energy's bankruptcy case is jointly administered with
ReoStar Gathering, Inc., ReoStar Leasing, Inc., and ReoStar
Operating, Inc.  ReoStar Energy is the lead case.

No trustee was appointed in the Debtors' cases.  On Jan. 10, 2011,
Michael McConnell was appointed as Chapter 11 examiner.

ReoStar filed for bankruptcy a few weeks after BT and MK Energy
and Commodities LLC, a Delaware Limited Liability Corporation
comprised of two members, BancTrust International, Inc., and MK
Oil Ventures LLC, accelerated a Union Bank note and issued a
foreclosure notice.  BTMK acquired full interest in ReoStar's $25
million line of credit from Union Bank.  Earlier in 2010, BT and
MK Capital expressed interested in investing in ReoStar and in
acquiring the line of credit for that purpose.  Roughly
$10.8 million of the Union Bank loan were then outstanding, and
Union Bank assigned the loan to BTMK for roughly $5.4 million.

The Plan provides that holders of general unsecured claims in each
of the Debtors will have 100% of the net proceeds from all estate
actions, and 20% of their allowed claim amounts over 36 equal
monthly payments, without interest.  According to the July 20
Plan, BT & MK has an estimated unsecured claim of $185,000 against
each of the Debtors only for voting purposes.  Unsecured creditors
are impaired.  Holders of existing interests won't receive
anything.  New interests will be sold to Russco Energy LLC.


RESIDENTIAL CAPITAL: Triaxx Wants Docs From Certificateholders
--------------------------------------------------------------
Triaxx Prime CDO 2006-1, LLC, Triaxx Prime CDO 2006-2, LLC, and
Triaxx Prime CDO 2007-1, LLC, have filed objections to the request
of Residential Capital LLC and its affiliates for approval of two
settlement agreements concerning 392 trusts that issued
residential mortgage-backed securities.  The Proposed RMBS
Settlement is between the Debtors and certain institutional
investors that hold Certificates.

Triaxx is asking the Court to compel certain certificateholders to
produce documents showing the dates and prices of their purchases
to determine whether they are distressed debt investors.

According to Triaxx, the proposed discovery from the Settling
Certificateholders is relevant, inter alia, to whether the
Proposed Settlement is a "fair and equitable resolution of the
R&W Claims," whether it "prevent[s] a windfall" to the Settling
Certificateholders, and whether it was the product of "arm's-
length and exhaustive" negotiations.

Triaxx's counsel, John G. Moon, Esq., at Miller & Wrubel P.C., in
New York, tells the Court the Subpoena is not duplicative of
either the investigation undertaken by the Chapter 11 Examiner or
the subpoenas previously served by the Official Committee of
Unsecured Creditors.

                     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: FHFA Defends Bid to Access Documents
---------------------------------------------------------
The Federal Housing Finance Agency, as Conservator for the
Federal Home Loan Mortgage Corporation, is asking the Bankruptcy
Court to permit FHFA to obtain loan files relevant to the action
styled Federal Housing Finance Agency, as Conservator for the
Federal Home Loan Mortgage Corporation v. Ally Financial Inc.
f/k/a GMAC, LLC et al. pending in the United States District Court
for the Southern District of New York as Case No. 11- Civ. 7010.

The Debtors objected, saying they will incur millions of dollars
in expenses, and that employees necessary for the restructuring
and preservation of estate assets will be distracted during the
critical period in its Chapter 11 case.  All of this expense and
interference with the Debtors will not benefit them or any other
creditor, and the sought discovery will most certainly be used
against the Debtors and their interests by FHFA, explained
counsel, Joel C. Haims, Esq., at Morrison & Foerster LLP, in New
York.

FHFA countered that the Bankruptcy Court that the Debtors and
their non-debtor affiliates have imposed every imaginable
roadblock to stop FHFA from prosecuting its claims against the
Non-Debtor Affiliates and unrelated non-debtors.

To prosecute FHFA's case and other cases before Judge Cote of the
U.S. District Court for the Southern District of New York, FHFA
requires discovery of certain basic -- but essential --
information on the loans in the securitizations at issue, Andrew
K. Glenn, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in
New York, maintains.  FHFA, he cites, has sought that information
for years: long before the Petition Date or the filing of its
case.

Indeed, Mr. Glenn points out, as early as July 2010, FHFA, in its
capacity as Conservator, served conservator subpoenas to certain
of the Debtors and the Non-Debtor Affiliates that demanded
production of, among other things, the same information FHFA
seeks today.  "That information has never been provided," he
says.

In connection with the FHFA Case, the Non-Debtor Affiliates
allege that they do not possess the documents at issue, that the
documents are property of the Debtors' estates and that the
automatic stay precludes them from obtaining the documents from
the Debtors, Mr. Glenn adds.

Judge Cote has directed FHFA -- before moving to compel
production from the Non-Debtor Affiliates in the FHFA Case --
first to seek from the Bankruptcy Court access to the information
with the cooperation of Ally Financial, Inc., Mr. Glenn
reiterates.

FHFA maintains that it should be permitted to access the
information it seeks.

                     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).


RG STEEL: Union Agrees to $6.5 Million Settlement on Benefits
-------------------------------------------------------------
Peg Brickley at Dow Jones' Daily Bankruptcy Review reports that RG
Steel LLC and the union representing most of its nearly 4,000
workers have come to terms over the end of health care and
benefits for those whose jobs are being wiped out in the company's
collapse.

                           About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No.
12-11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent and provides
administrative services.

RG Steel LLC sold the Sparrows Point steel mill to liquidator
Hilco Industrial on Aug. 7 for about $72 million,

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Saul Ewing LLP serves as co-counsel.  Huron Consulting
Services LLC serves as its financial advisor.


RG STEEL: Committee Joins Objection to Motion to Lift Stay
----------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of WP Steel Venture LLC, et al., filed with the U.S.
Bankruptcy court for the District of Delaware a joinder to the
Debtors' objection to motion to modify the automatic stay, or in
the alternative, extend the automatic stay to the pending state
court action.

The motion was filed by Central West Virginia Energy Company,
Massey Energy Company and Massey Coal Sales Company, Inc.,

According to the Committee, the movants have not sufficiently
demonstrated cause for lift or modify the automatic stay.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.  RG Steel LLC disclosed
$1,293,320,461 in assets and $1,050,005,993 in liabilities as of
the Chapter 11 filing.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent and provides
administrative services.

RG Steel LLC sold the Sparrows Point steel mill to liquidator
Hilco Industrial on Aug. 7 for about $72 million,

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Saul Ewing LLP serves as co-counsel.  Huron Consulting
Services LLC serves as its financial advisor.


RICHFIELD OIL: Had $864,900 Net Loss in Second Quarter
------------------------------------------------------
Richfield Oil & Gas Company filed its quarterly report on Form
10-Q, reporting a net loss of $864,906 on $229,037 of revenues for
the three months ended June 30, 2012, compared with a net loss of
$1.8 million on $137,544 of revenues for the same period last
year.

For the six months ended June 30, 2012, the Company had a net loss
of $2.9 million on $448,898 of revenues, compared with a net loss
of $3.1 million on $400,059 of revenues for the same period in
2011.

The Company's balance sheet at June 30, 2012, showed $15.6 million
in total assets, $6.0 million in total liabilities, and
stockholders' equity of $9.6 million.

The Company sustained a net loss for the six months ended June 30,
2012 of $2.9 million and a net loss for the year ended Dec. 31,
2011, of $9.6 million, and has an accumulated deficit of
$25.5 million as of June 30, 2012.

Mantyla McReynolds LLC, in Salt Lake City, Utah, expressed
substantial doubt about Richfield Oil's ability to continue as a
going concern, following the Company's results for the fiscal year
ended Dec. 31, 2011.  The independent auditors noted that the
Company has incurred substantial losses from operations causing
negative working capital and negative operating cash flows.

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

                       http://is.gd/gmA93e

Salt Lake City-based Richfield Oil & Gas Company is an oil and gas
exploration and production company with ten projects in Utah,
Kansas, Oklahoma and Wyoming.  The Company is currently producing
oil from four projects in Kansas.  The Company is currently
completing one well in Juab County, Utah which the Company refers
to as the "Liberty #1 Well," and is in the completion stage of
development.


RITZ CAMERA: Taps Ernst & Young as Tax Service Provider
-------------------------------------------------------
Ritz Camera & Image, L.L.C., et al., ask the U.S. Bankruptcy Court
for the District of Delaware for permission to employ Ernst &
Young LLP as tax service provider.

Among other things, EY LLP's services and hourly rates include:

A. Tax Compliance Services -- preparation of the U.S. federal
income tax form 1065, and state and local income and franchise tax
returns for Ritz Camera.

         Partner                       $620 - $730
         Executive manager             $520 - $660
         Senior Manager                $500 - $590
         Manager                       $420 - $520
         Senior                        $250 - $390
         Staff                         $120 - $210

B. Bankruptcy Tax Services -- work with the Debtors in developing
an understanding of the Debtors' business objectives and
strategies, including understanding the tax implications of any
reorganization and restructuring alternatives the Debtors are
evaluating that may result in a change in the equity,
capitalization and ownership of the shares of the Debtors or their
assets, including assistance with modeling the foregoing.

         Partner/Principal             $850 - $990
         Executive Director            $710 - 890
         Senior Manager                $680 - $800
         Manager                       $570 - $710
         Senior                        $340 - $530
         Staff                         $170 - $290

C. The Routine On-Call Services -- routine tax advise and
assistance concerning issues as requested by the Debtors when the
projects are not covered by a separate statement of work and do
not involve any significant tax planning or projects.

         Partner/Principal             $850 - $990
         Executive Director            $710 - $890
         Senior Manager                $680 - $800
         Manager                       $570 - $710
         Senior                        $340 - $530
         Staff                         $170 - $290

The Debtors relate that EY LLP's fees for the services will not
exceed $70,000.

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

An Aug. 28, 2012, hearing at 11:00 a.m. has been set.

                        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: Taps Hilco Streambank to Sell Intellectual Property
----------------------------------------------------------------
Ritz Camera & Image, L.L.C., et al., ask the U.S. Bankruptcy Court
for the District of Delaware for permission to employ Hilco IP
Services LLC doing business as Hilco Streambank as exclusive sales
and marketing agent for the sale of certain intellectual property
unrelated to the Debtors' core business.

Hilco Streambank will, among other things;

   -- assist th Company's management in collecting and securing
      all available information and date concerning the assets;

   -- prepare marketing materials designed to advertise the
      availability of the assets for sale, assignment, license or
      other disposition; and

   -- develop and execute a sales and marketing program designed
      to elicit proposals to acquire the assets from qualified
      acquirers with a view toward completing one or more sales,
      assignments. licenses or other dispositions of the assets as
      of Sept. 6, 2012.

Hilco Streambank will be retained and paid a commission based on a
percentage of aggregate gross proceeds.  If the aggregate gross
procees are less than $100,000, Hilco Streambank will not earn any
commission.  If the aggregate gross proceeds are greater $100,000,
Hilco Streambank will be paid a commission as (i) 10% of the
amount of aggregate gross proceeds up to $500,000; plus (ii) 15%
of the amount by which the aggregate gross proceeds exceed
$500,000 up to $2,000,000; plus (iii) 20% of the amount by which
the aggregate gross proceeds exceed $2,000,000.

Hilco Streambank does not have an interest adverse to the Debtors,
or their estates.

A hearing on Aug. 28, 2012, at 11 a.m., has been set.

                        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.


SAAB CARS: Creditors Committee Taps MBAF CPAs as Financial Advisor
------------------------------------------------------------------
The Statutory Committee of Unsecured Creditors in the Chapter 11
case of Saab Cars North America, Inc., asks the U.S. Bankruptcy
Court for the District of Delaware for permission to retain MBAF
CPAs LLC as financial advisor, nunc pro tunc Aug. 1, 2012.

The Committee relates that it is negotiating with the Debtors the
parameters of a consensual plan of liquidation.  Under the Plan,
all potential cause of actions would be transferred to a post-
confirmation trust for the benefit of creditors.  Recently,
certain Bankruptcy Courts in the District, including this Court,
have narrowed the subject matter jurisdiction of the Bankruptcy
Court, post-confirmation, when the potential claim is not
specifically identified in the Plan.

For this reason, the Committee believes it is appropriate, prior
to the transfer of the Debtor's assets to the trust, to identify
potential causes of action and claims in a Plan.

MBAF will, among other things, assist the Committee in the tasks
associated with negotiating and implementing a plan of
reorganization and evaluate financial claims involving parties-in-
interest.

The hourly rates of MBAF's personnel are:

         Directors/Partners                $350 - $575
         Managers/Senior Managers          $185 - $335
         Administrative Staff              $135 - $175

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

                       About Saab Cars N.A.

More than 40 U.S.-based Saab dealerships have signed an
involuntary chapter 11 bankruptcy petition for Saab Cars North
America, Inc., (Bankr. D. Del. Case No. 12-10344) on Jan. 30,
2012.  The petitioners, represented by Wilk Auslander LLP, assert
claims totaling $1.2 million on account of "unpaid warranty and
incentive reimbursement and related obligations" and/or "parts and
warranty reimbursement."  Leonard A. Bellavia, Esq., at Bellavia
Gentile & Associates, in New York, signed the Chapter 11 petition
on behalf of the dealers.

Donlin, Recano & Company, Inc. (DRC), has been retained to provide
claims and noticing agent services to Saab Cars North America,
Inc. in its Chapter 11 case.

The dealers want the vehicle inventory and the parts business to
be sold, free of liens from Ally Financial Inc. and Caterpillar
Inc., and "to have an appropriate forum to address the claims of
the dealers," Leonard A. Bellavia said in an e-mail to Bloomberg
News.

Saab Cars N.A. is the U.S. sales and distribution unit of Swedish
car maker Saab Automobile AB.  Saab Cars N.A. named in December an
outside administrator, McTevia & Associates, to run the company as
part of a plan to avoid immediate liquidation following its parent
company's bankruptcy filing.

Saab Automobile AB is a Swedish car manufacturer owned by Dutch
automobile manufacturer Swedish Automobile NV, formerly Spyker
Cars NV.  Saab Automobile AB, Saab Automobile Tools AB and Saab
Powertain AB filed for bankruptcy on Dec. 19, 2011, after running
out of cash.

On Feb. 24, 2012, the Court, inconsideration of the petition filed
on Jan. 30, 2012, granted Saab Cars North America, Inc., relief
under Chapter 11 of the Bankruptcy Code.

On March 9, 2012, the U.S. Trustee formed an official Committee of
Unsecured Creditors and appointed these members: Peter Mueller
Inc., IFS Vehicle Distributors, Countryside Volkwagen, Saab of
North Olmstead, Saab of Bedford, Whitcomb Motors Inc., and
Delaware Motor Sales, Inc.  The Committee tapped Wilk Auslander
LLP as general bankruptcy counsel, and Polsinelli Shughart as its
Delaware counsel.


SAN BERNARDINO, CA: Pivotal Hearing May Come at Year End
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that whether San Bernardino, California, is eligible for
municipal bankruptcy may not be decided until late this year, if
then, under a schedule laid down at an Aug. 17 hearing in U.S.
Bankruptcy Court in Riverside, California.

According to the report, the firefighter's union and other
creditors wanted a more deliberate schedule leading to a hearing
where the bankruptcy court is required to determine whether the
city has satisfied conditions under state and federal law to
qualify for municipal debt adjustment under Chapter 9 of the
federal Bankruptcy Code.

The report relates that U.S. Bankruptcy Judge Meredith A. Jury
instructed the city to file papers by Aug. 31 explaining why San
Bernardino qualifies for Chapter 9.  Opponents' papers are due
Oct. 24 in advance of a status conference on Nov. 5. There will
also be a Sept. 21 hearing to resolve disputes if creditors
contend the city failed to turn over relevant documents and
information.

The report notes that holding a status conference in November
implies that a final hearing on Chapter 9 eligibility may not
begin until Dec.  It's possible the city and creditors may call
multiple witnesses, requiring the judge to hold several days of
hearings before all the evidence is taken.

                       About San Bernardino

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Calif. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joins two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.


SANDY CREEK: S&P Cuts Rating on $735-Mil. Secured Facility to 'B+'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Sandy
Creek Energy Associates L.P.'s (SCEA) $735 million first-lien
senior secured facility to 'B+' from 'BB-'. "We left the recovery
rating at '3', indicating our expectation of a meaningful (50% to
70%) recovery if a default occurs. The outlook is negative," S&P
said.

Sandy Creek Energy Associates L.P. represents 575 MW (64%) of the
900 megawatt (MW) Sandy Creek coal plant currently under
construction in Riesel, Texas. The expected commercial operation
date is Spring 2013. Of the 575 MW, 251 MW (44%) is under 30-year
power purchase agreements (PPA) with credit-worthy Texas wholesale
power providers Brazos Electric Power Cooperative Inc. (Brazos:
A-/Positive) (150 MW or 26%)and the Lower Colorado River Authority
(LCRA: A/Stable)(100 MW or 17%). The remaining 324 MW (56%) is
hedged only under short-term agreements.

"The negative outlook on the ratings reflects uncertainty
regarding the length of the construction delay and the amount of
insurance proceeds and other liquidity that could be needed until
operations begin," said Standard & Poor's credit analyst Matthew
Hobby. "The outlook also reflects long-term concerns about the
possibility of low power prices in the ERCOT market, which
increases refinancing risk when the project's term loan matures in
August 2015. In addition, the size of the termination payment that
the project will pay on its forward starting swaps in 2015 is
uncertain. We assume that the termination payment will be funded
with debt, increasing refinancing risk. We could lower ratings if
construction issues persist or if additional costs of complying
with environmental rules appear likely. We would likely return the
outlook to stable following successful commercial operations. A
rating upgrade is not contemplated prior to commercial operation."


SANTA YSABEL: Files List of 20 Largest Unsecured Creditors
----------------------------------------------------------
Santa Ysabel Resort and Casino filed with the U.S. Bankruptcy
Court for the Southern District of California a list of its 20
largest unsecured creditors, disclosing:

   Creditor                    Nature of Claim       Amount
   --------                    ---------------       ------
YAVAPAI-APACHE NATION    All Personal Property   $40,514,558
P.O. Box 1188
Camp Verde, AZ 86322

ICT                            Gaming Machines    $9,485,696
Attn: Legal Department
9295 Prototype Drive
Reno, NV 89521

San Diego County                  Bank Account    $3,030,284
Office of County Counsel
1600 Pacific Highway, Rm 355
San Diego, CA 92101

IGT                          Participation and      $767,900
Attn: Legal Department           Wide Area
9295 Prototype Drive
Reno, NV 89521

State of California                Gaming Fees      $146,851

Aristocrat                    Software Service      $102,603
                                    Contract

CBS Outdoor                   Billboard Signage     $101,745

Global Power Group, Inc.              Generator      $44,360

Konami Gaming Inc.              Gaming Machines      $93,277

Joseph M. Caballero              Graphic Design      $26,250

Cox Media                        Television and      $20,920
                                    Advertising

U.S. Foods                        Food Supplies      $13,333

John Farkash                        Space Lease       $8,910

Cintas Corporation               Uniforms, Rugs      $47,181
                                        Laundry

Sysco San Diego, Inc.                                 $4,852

Midwest Television, Inc.      Radio Advertising       $3,962

Heritage Operating, L.P.                Propane       $3,668

Global Cash Access, Inc.    Credit Card Cashing       $3,607
                                   Service

Internal Revenue Service     1099 Forms Penalty       $2,650

Bally Technologies, Inc.                              $2,250

               About Santa Ysabel Resort and Casino

Santa Ysabel Resort & Casino -- http://www.santaysabelcasino.com/
-- operates a casino located off of Highway 79 in North San Diego
County overlooking Lake Henshaw on tribal Indian reservation land
in Santa Ysabel, California.  The Casino is housed in a one-story,
37,000 square-foot building with 349 class III slot machines, four
poker tables, six table games, and a restaurant and bar with 200-
person seating capacity.  The Casino employs roughly 120 people
and is the largest employer in Santa Ysabel.  The Casino is owned
by the Iipay Nation of Santa Ysabel, formerly known as the Santa
Ysabel Band of Mission (Diegueno) Indians, a federally recognized
Indian tribe.  The Casino is operated pursuant to the Indian
Gaming Regulatory Act under title 25 of the United States Code.

The Casino was funded with a primary loan from JP Morgan in the
amount of roughly $26,000,000 and a secondary loan from the
Yavapai Apache Nation in the amount of $7,000,000.  In 2009 the
YAN purchased the JP Morgan Debt.  The Casino also has $1.3
million in unsecured trade debt.

The Iipay Nation of Santa Ysabel, a federally recognized Indian
Tribe, filed a resolution authorizing the Chapter 11 bankruptcy
filing of Santa Ysabel Resort and Casino (Bankr. S.D. Calif. Case
No. 12-09415) in San Diego on July 2, 2012.

Judge Hon. Peter W. Bowie presides over the case.  Ron Bender,
Esq., at Levene, Neale, Bender, Yoo & Brill LLP, in Los Angeles,
serves as counsel.  Virgil Perez, the Santa Ysabel tribal
chairman, signed the Chapter 11 petition.  The Debtor disclosed
$1,480,615 in assets and $54,826,695 in liabilities as of the
Chapter 11 filing.


SAUK TRAIL: Case Summary & 2 Unsecured Creditors
------------------------------------------------
Debtor: Sauk Trail Commons, LLC
        22580 Telegraph Road
        Southfield, MI 48033

Bankruptcy Case No.: 12-59012

Chapter 11 Petition Date: August 17, 2012

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Phillip J. Shefferly

Debtor's Counsel: Robert N. Bassel, Esq.
                  P.O. Box T
                  Clinton, MI 49236
                  Tel: (248) 677-1234
                  Fax: (248) 369-4749
                  E-mail: bbassel@gmail.com

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

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

The petition was signed by Nadim Hakim, principal.

Debtor's List of two Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Wells Fargo Bank for      portion likely         $8,000,000

Salamon Brothers          secured
Mortgage..
c/o Anissa Hudy
12900 Hall Rd Ste 440
Sterling Heights, MI 48313

Washtenaw County          tax claims             $510,000
Treasurer
200 N Main St # 200
Ann Arbor, MI 48104

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Investico                              12-40376   01/08/12


SEARS HOLDINGS: William Harker Named SHO Board Chairman
-------------------------------------------------------
William R. Harker was appointed Chairman of the Board of Directors
of Sears Hometown and Outlet Stores, Inc.  He will continue to
serve as Chairman of the Board of Directors of SHO following the
completion of the separation of SHO from Sears Holdings
Corporation, which is expected to occur in third quarter 2012.

Also, Mr. Harker resigned as Senior Vice President of Holdings,
effective Aug. 15, 2012, but will serve as a consultant to
Holdings.  In addition, he is expected to continue to serve as a
member of the Board of Directors of Sears Canada Inc.

                            About Sears

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- is the nation's
fourth largest broadline retailer with more than 4,000 full-line
and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94% stake in Sears Canada and an 80.1% stake in Orchard Supply
Hardware.  Key proprietary brands include Kenmore, Craftsman and
DieHard, and a broad apparel offering, including such well-known
labels as Lands' End, Jaclyn Smith and Joe Boxer, as well as the
Apostrophe and Covington brands.  It also has the Country Living
collection, which is offered by Sears and Kmart.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.

The Company's balance sheet at April 28, 2012, showed $21.60
billion in total assets, $17.02 billion in total liabilities and
$4.57 billion in total equity.

                         Negative Outlook

Standard & Poor's Ratings Services in January 2012 lowered its
corporate credit rating on Hoffman Estates, Ill.-based Sears
Holdings Corp. to 'CCC+' from 'B'.  "We removed the rating from
CreditWatch, where we had placed it with negative implications on
Dec. 28, 2011.  We are also lowering the short-term and commercial
paper rating to 'C' from 'B-2'.  The rating outlook is negative,"
S&P said.

"The corporate credit rating reflects our projection that Sears'
EBITDA will be negative in 2012, given our expectations for
continued sales and margin pressure," said Standard & Poor's
credit analyst Ana Lai.  She added, "We further expect that
liquidity could be constrained in 2013 absent a turnaround
or substantial asset sales to fund operating losses."

Moody's Investors Service in January 2012 lowered Sears Holdings
Family and Probability of Default Ratings to B3 from B1.
The outlook remains negative. At the same time Moody's affirmed
Sears' Speculative Grade Liquidity Rating at SGL-2.

The rating action reflects Moody's expectations that Sears will
report a significant operating loss in fiscal 2011.  Moody's added
that the rating action also reflects the company's persistent
negative trends in sales, which continue to significantly
underperform peers.


SIMCO SALES: Case Summary & 13 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Simco Sales, Inc.
        dba McClintock Shell
        fdba McClintock Union 76
        8805 S. McClintock Dr.
        Tempe, AZ 85284

Bankruptcy Case No.: 12-18638

Chapter 11 Petition Date: August 20, 2012

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

Judge: Randolph J. Haines

Debtor's Counsel: Allan D. Newdelman, Esq.
                  ALLAN D NEWDELMAN PC
                  80 E. Columbus Ave.
                  Phoenix, AZ 85012
                  Tel: (602) 264-4550
                  Fax: (602) 277-0144
                  E-mail: anewdelman@qwestoffice.net

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

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

A copy of the Company's list of its 13 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/azb12-18638.pdf

The petition was signed by Michael Simpson, president.


SKINNY NUTRITIONAL: Trim Provides Advance Loan of $270,000
----------------------------------------------------------
Skinny Nutritional Corp. and Trim Capital LLC entered into an
amendment to the Securities Purchase Agreement dated June 28,
2012, in order to accommodate the willingness of Trim Capital to
make an interim loan of $270,000 to the Company in advance of the
Second Closing.

The closing of the Interim Loan occurred on Aug. 14, 2012, and on
that date the Company received proceeds of $270,000 and issued the
Purchaser a 15% Convertible Senior Secured Promissory Note in
substantially the same form as the Initial Note sold under the
Purchase Agreement.  Pursuant to the Amendment, the Interim Note
is deemed part of the "Initial Note' under the Purchase Agreement,
serves to reduce the proceeds anticipated to be received at the
Second Closing to $2,730,000 and is secured under the Security
Agreement and IP Security Agreement.

Additionally, the Company and Purchaser amended the Purchase
Agreement to modify the matters for which the Company will seek
stockholder approval to provide that the Company will seek
stockholder approval of the following matters:

   (i) amendments to the Company's Restated Articles of
       Incorporation to (A) authorize a sufficient number of
       shares of Common Stock for issuance in the Trim Financing
       and, upon conversion of the Junior Preferred, for issuance
       pursuant to a new equity compensation plan and for other
       corporate purposes, and (B) authorize additional preferred
       stock of the Company and clarify and expand the authority
       of the Board to issue blank check preferred stock of the
       Company;

  (ii) the election of a Board;

(iii) a new equity compensation plan; and

  (iv) the Trim Financing.

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

                        http://is.gd/rJoSeR

                      About Skinny Nutritional

Bala Cynwyd, Pa.-based Skinny Nutritional Corp. (OTC BB: SKNY.OB)
-- http://www.SkinnyWater.com/-- has developed and is marketing a
line of enhanced waters, all branded with the name "Skinny Water"
that are marketed and distributed primarily to calorie and weight
conscious consumers.

The Company reported a net loss of $7.66 million in 2011, compared
with a net loss of $6.91 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$2.15 million in total assets, $4.62 million in total liabilities,
all current, and a $2.47 million stockholders' deficit.

In its audit report for the 2011 financial statements, Marcum LLP,
in Bala Cynwyd, Pennsylvania, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company had a working capital
deficiency of $3.17 million, an accumulated deficit of
$45,492,945, stockholders' deficit of $1.74 million and no cash on
hand.  The Company had net losses of $7.67 million and $6.91
million for the years ended Dec. 31, 2011, and 2010, respectively.
Additionally, the Company is currently in arrears under its
obligation for the purchase of trademarks.  Under the agreement,
the seller of the trademarks may choose to exercise their legal
rights against the Company's assets, which includes the
trademarks.




SPECIALTY PRODUCTS: Panel Can Hire Firms to Handle Medical Science
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Asbestos Personal Injury Claimants in
the Chapter 11 cases of Specialty Products Holding Corp., et al.,
to retain Motley Rice, LLC, Waters & Kraus LLP, and Simon
Greenstone Panatier Bartlett, PC as special litigation counsels
for any medical science issues that arise in connection with an
estimation hearing in the proceedings.

As reported in the Troubled Company Reporter on July 2, 2012, as
special counsel, Motley Rice, et al., will, among other things,
respond to and rebut the technical and scientific aspects of the
Debtors' approach to estimation, as their contentions regarding
the amount of asbestos released by their products, the differences
among asbestos fiber types with respect to the propensity to cause
mesothelioma, the type and extent of fiber exposures needed to
cause mesothelioma.

To date, Motley Rice has been paid the sum of $3,078 for
reimbursement of expenses for round trip travel expenses incurred.
Motly Rice has also been retained by the Committee as special
conflicts counsel but has not been paid any sums to date for that
representation.  To date, Waters & Kraus has been paid the sum of
$792 in June 2011 for reimbursement for expenses incurred as a
consultant on estimation issues.  Simon Green has not been paid
any consulting fees.

The Court ordered that:

   -- the special counsel firms will coordinate to the extent
      possible to ensure that there is no duplication in the
      services provided, including without limitation that only
      one lawyer from the special counsel firms will appear at any
      particular deposition.

   -- the aggregate to be budgeted for fees to be incurred by the
      special counsel firms will be the same as the aggregate
      amount budgeted for Debtors' special counsel, Evert
      Weathersby & Houff, related to estimation for the period
      July 15, 2012, through Jan. 31, 2013.  As of May 31, 2012,
      the budget presented to the Court for fees attributable to
      the services to be rendered by Evert Weathersby & Houff
      related to estimation from July 15, 2012, through Jan. 31,
      2013, was $1,330,000 in the aggregate.

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

                      About Specialty Products

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., is a wholly owned subsidiary of RPM International Inc.  The
Company is the holding company parent of Bondex International,
Inc., and the direct or indirect parent of certain additional
domestic and foreign subsidiaries.  The Company claims to be a
leading manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

The Company filed for Chapter 11 bankruptcy protection on May 31,
2010 (Bankr. D. Del. Case No. 10-11780).  Gregory M. Gordon, Esq.,
Dan B. Prieto, Esq., and Robert J. Jud, Esq., at Jones Day, serve
as bankruptcy counsel.  Daniel J. DeFranceschi, Esq., and Zachary
I. Shapiro, Esq., at Richards Layton & Finger, serve as
co-counsel.  Logan and Company is the Company's claims and notice
agent.

The Company estimated its assets and debts at $100,000,001 to
$500,000,000.

The Company's affiliate, Bondex International, Inc., filed a
separate Chapter 11 petition on May 31, 2010 (Case No. 10-11779),
estimating its assets and debts at $100,000,001 to $500,000,000.


STEREOTAXIS INC: Files Form S-1, Registers 2MM Common Shares
------------------------------------------------------------
Stereotaxis, Inc., filed with the U.S. Securities and Exchange
Commission a Form S-1 relating to the offer and sale, from time to
time, of up to 2,035,531 shares of the common stock, par value
$0.001 per share, of Stereotaxis, Inc., issuable to Alafi Capital
Company LLC, Sanderling Venture Partners VI Co-Investment Fund,
L.P., Sanderling Ventures Management VI, et al., upon the exercise
of warrants to purchase the Company's common stock held by those
selling stockholders.

The Company will not receive any proceeds from the sale of the
shares, but, assuming exercise of all warrants to which the shares
relate, the Company will receive up to $12,674,159 in proceeds
from the exercise of the warrants prior to those sales, which
proceeds would be used for general corporate purposes.

The Company's common stock is listed on the Nasdaq Global Market
under the symbol "STXS.'  On Aug. 16, 2012, the last reported sale
price for the Company's common stock on the Nasdaq Global Market
was $1.76 per share.

A copy of the prospectus is available for free at:

                         http://is.gd/4mZQsv

                         About Stereotaxis

Based in St. Louis, Mo., Stereotaxis, Inc., designs, manufactures
and markets the Epoch Solution, which is an advanced remote
robotic navigation system for use in a hospital's interventional
surgical suite, or "interventional lab", that the Company believes
revolutionizes the treatment of arrhythmias and coronary artery
disease by enabling enhanced safety, efficiency and efficacy for
catheter-based, or interventional, procedures.

For the year ended Dec. 31, 2011, Ernst & Young LLP, in St. Louis,
Missouri, expressed substantial doubt about Stereotaxis' ability
to continue as a going concern.  The independent auditors noted
that the Company has incurred recurring operating losses and has a
working capital deficiency.

The Company reported a net loss of $32.0 million for 2011,
compared with a net loss of $19.9 million for 2010.

The Company's balance sheet at June 30, 2012, showed $36.61
million in total assets, $50.09 million in total liabilities and a
$13.47 million total stockholders' deficit.


STOCKTON, CA: Calpers Justifies Not Taking Concessions
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the California Public Employees' Retirement System
started a public relations counteroffensive against creditors of
Stockton, California, who contends the city, should be ejected
from municipal bankruptcy for not seeking concessions from
Calpers, the largest creditor with a claim of $147.5 million.

                      About Stockton, Calif.

The City of Stockton, California, filed a Chapter 9 petition
(Bankr. E.D. Calif. Case No. 12-32118) in Sacramento on June 28,
2012, becoming the largest city to seek creditor protection in
U.S. history.  The city was forced to file for bankruptcy after
talks with bondholders and labor unions failed.  Stockton
estimated more than $1 billion in assets and in excess of $500
million in liabilities.

The city, with a population of about 300,000, identified the
California Public Employees Retirement System as the largest
unsecured creditor with a claim of $147.5 million for unfunded
pension costs.  In second place is Wells Fargo Bank NA as trustee
for $124.3 million in pension obligation bonds.  The list of
largest creditors includes $119.2 million owing on four other
series of bonds.

The city is being represented by Marc A. Levinson, Esq., at
Orrick, Herrington & Sutcliffe LLP.  The petition was signed by
Robert Deis, city manager.

Mr. Levinson also represented the city of Vallejo, Calif. in its
2008 bankruptcy.  Vallejo filed for protection under Chapter 9
(Bankr. E.D. Calif. Case No. 08-26813) on May 23, 2008, estimating
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  In August 2011, Vallejo was
given green light to exit the municipal reorganization.   The
Vallejo Chapter 9 plan restructures $50 million of publicly held
debt secured by leases on public buildings.  Although the Plan
doesn't affect pensions, it adjusts the claims and benefits of
current and former city employees.  Bankruptcy Judge Michael
McManus released Vallejo from bankruptcy on Nov. 1, 2011.


STRATUS MEDIA: Incurs $3.4 Million Net Loss in Second Quarter
-------------------------------------------------------------
Stratus Media Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $3.37 million on $71,666 of revenue for the three
months ended June 30, 2012, compared with a net loss of $2.14
million on $0 of revenue for the same period during the prior
year.

The Company reported a net loss of $5.85 million on $231,208 of
revenue for the six months ended June 30, 2012, compared with a
net loss of $3.85 million on $0 of revenue for the same period a
year ago.

The Company's balance sheet at June 30, 2012, showed $3.71 million
in total assets, $8.77 million in total liabilities, all current,
and a $5.06 million total shareholders' deficit.

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

                       http://is.gd/vK4AqV

                       About Stratus Media

Santa Barbara, Calif.-based Stratus Media Group, Inc., is an
owner, operator and marketer of live sports and entertainment
events.  Subject to the availability of capital, the Company
intends to aggregate a large number of complementary live sports
and entertainment events across North America and internationally.

The Company reported a net loss of $15.83 million in 2011,
compared with a net loss of $8.41 million in 2010.

Goldman Kurland and Mohidin LLP, in Encino, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2011, citing recurring
losses and negative cash flow from operations which raised
substantial doubt as to the ability of the Company to continue as
a going concern.


SUPERMEDIA INC: To Combine With Dex Media in Merger of Equals
-------------------------------------------------------------
Dex One Corporation and SuperMedia Inc. on Aug. 21 said their
Boards of Directors have approved a definitive agreement under
which Dex One and SuperMedia will combine in a stock-for-stock
merger of equals, creating a national provider of social, local
and mobile marketing solutions through direct relationships with
local businesses.  The combined company will be called Dex Media.

According to Bloomberg's BusinessWeek, based on the closing stock
prices of Dex One and SuperMedia on Monday, the new company would
be worth $100 million.  But shares of both existing companies
jumped in heavy Tuesday morning trading, putting the total value
of the new company at about $115 million.

Bloomberg says shares of Dex One added 48 cents, or 39%, to $1.81,
while SuperMedia shares gained $1.27, or 49%, to $3.85.

Upon closing of the transaction, Dex One shareholders are expected
to own roughly 60% and SuperMedia shareholders are expected to own
roughly 40% of the combined company.

The combined company will have over 5,800 employees, including
more than 3,100 consultants who establish direct relationships
with local business owners and offer a full suite of marketing
solutions to help them retain and add customers.  Initially, the
combined company will have relationships with more than 700,000
businesses.

According to the Companies' press statement, the business will
benefit from improved operating scale, significant synergies and
enhanced cash flow.  On a pro-forma basis, for the full year 2011,
the combined company would have reported $3.1 billion in revenue,
$778 million in non-GAAP operating income (adjusted to exclude
impairment charges of $1.8 billion) and $1.2 billion in non-GAAP
adjusted EBITDA.  Pro-forma cash from operations for the full year
2011 would have been $657 million, and non-GAAP free cash flow
would have been $610 million.  For the first half of 2012, the
combined company would have reported pro-forma revenue of
approximately $1.4 billion, $290 million in operating income and
$586 million in non-GAAP adjusted EBITDA.  First half 2012 pro-
forma cash flow from operations for the combined company would
have been $340 million and non-GAAP free cash flow for the period
would have been $322 million.

"We believe this merger is in the best interests of shareholders,
lenders, customers, employees and consumers," said Alan Schultz,
chairman of the board of directors of Dex One.  "Dex One and
SuperMedia are closely aligned with a solid value proposition for
local businesses, and we expect the transaction to generate
significant operational and financial synergies, which will create
additional investor value."

"Over the time we have spent together understanding each other's
company and exploring the market opportunities, we have become
more and more enthusiastic about the potential of Dex One and
SuperMedia combined to more effectively help businesses grow using
the full range of local media," added Douglas Wheat, chairman of
the board of directors of SuperMedia.  "We look forward to working
together to help the new company realize that potential."

"For the past two years, Dex One and SuperMedia have been on the
same path of transformation, fully embracing digital media to help
businesses grow through a complete suite of marketing solutions
provided by our local consultants," said Peter McDonald, president
and CEO of SuperMedia.  "Our common goal over many decades has
been to drive results for local advertisers. By joining together,
we will have nationwide presence to increase market share and
achieve operating and service efficiencies. Having spent time in
my career at Dex One and SuperMedia, I know that the great
attitudes, best thinking and best practices of the talented
individuals at both companies will combine to enhance the value we
deliver to our clients and investors."

"The two companies fit well together. The combined scale and scope
of the new company creates a powerful platform to penetrate more
of the market and further improve our competitive position," said
Alfred Mockett, CEO of Dex One. "This combination will accelerate
the pace of the transformation each of us was pursuing
independently, improve our financial condition and generate
benefits for all constituencies."

The combined company estimates it will realize $150 million to
$175 million of annual run rate cost synergies by 2015 due to
scale efficiencies; rationalization of duplicative solutions,
products and vendor relationships; headcount reductions; and
adoption of the most cost effective management and operating
practices and technology platforms and systems from Dex One and
SuperMedia. The combined company expects to incur $100 million to
$120 million of one-time transition expenses to achieve these
synergies.

The combined company also will benefit from the application across
a larger territory of the best of each company's social, local and
mobile marketing solutions, combined with the advice of its
marketing consultants, to create and maintain local business
relationships.

The combined company expects to preserve access to Dex One's
remaining tax attributes and generate future attributes, in
aggregate totaling as much as $1.8 billion, to offset income
attributable to the combined company following the completion of
the transaction.

Under the terms of the definitive merger agreement, Alan Schultz,
chairman of the board of directors of Dex One, will be chairman of
the board of directors of the combined company.  The president and
CEO of SuperMedia, Peter McDonald, will become CEO.  Alfred
Mockett, Dex One's CEO, will continue to lead Dex One through the
close of the transaction, at which point he will step down.

Following the close of the transaction, the combined company's
board of directors will include Schultz, McDonald, four additional
members from the Dex One board, four additional members from the
SuperMedia board and one independent director to be selected by
the new board. The CFO of SuperMedia, Samuel (Dee) Jones, will
become the CFO of the combined company.

Under the terms of the agreement, Dex One and SuperMedia
shareholders will exchange their shares for shares in Dex Media.
Dex One shareholders will receive 0.20 shares for each Dex One
share they own, and Super Media shareholders will receive 0.4386
shares for each SuperMedia share they own.

Houlihan Lokey is acting as financial advisor to Dex One, and
Kirkland & Ellis LLP is acting as its legal counsel. Morgan
Stanley & Co. LLC and Chilmark Partners are acting as financial
advisors to SuperMedia, and Fulbright & Jaworski L.L.P and Cleary
Gottlieb Steen & Hamilton LLP are acting as its legal counsel.

                       About SuperMedia Inc.

Dallas, Texas-based SuperMedia Inc. and its subsidiaries sells
advertising solutions to its clients and places their advertising
into its various advertising media.  The Company's advertising
media include Superpages yellow page directories, Superpages.com,
its online local search resource, the Superpages.com network, an
online advertising network, Superpages direct mailers, and
Superpages mobile, its local search application for wireless
subscribers.

The Company is the official publisher of Verizon Communications
Inc. print directories in the markets in which Verizon is
currently the incumbent local telephone exchange carrier.  The
Company also has agreements with FairPoint Communications, Inc.,
and Frontier Communications Corporation in various Northeast and
Midwest markets in which FairPoint and Frontier are the local
exchange carriers.

SuperMedia Inc., formerly known as Idearc Inc., and all of its
domestic subsidiaries filed voluntary petitions for Chapter 11
relief (Bankr. N.D. Tex. Lead Case No. 09-31828) on March 31,
2009.

On Sept. 8, 2009, the Company filed its First Amended Joint Plan
of Reorganization with the Bankruptcy Court, which was later
modified on Nov. 19, 2009, and on Dec. 22, 2009, the Bankruptcy
Court entered an order approving and confirming the Amended Plan.
On Dec. 31, 2009, the Debtors consummated the reorganization and
emerged from the Chapter 11 bankruptcy proceedings.  On Dec. 29,
2011, the Bankruptcy Court entered final decrees closing the
bankruptcy cases for the Debtors.

The Company reported a net loss of $771 million in 2011 and a net
loss of $196 million in 2010.

                           *     *     *

As reported by the Troubled Company Reporter on Dec. 27, 2011,
Standard & Poor's Ratings Services raised its corporate credit
rating on SuperMedia to 'CCC+' from 'SD' (selective default).  The
rating outlook is negative.

In the April 2, 2012 edition of the TCR, Moody's Investors Service
has changed the corporate family rating (CFR) for SuperMedia to
Caa3 from Caa1 based on Moody's view that a debt restructuring is
likely.  Moody's expects ultimate recoveries will be about 50%.


SUNPEAKS VENTURES: Had $474,100 Net Loss in Second Quarter
----------------------------------------------------------
Sunpeaks Ventures, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $474,109 on $987,356 of revenues for the
three months ended June 30, 2012, compared with a net loss of
$111,901 on $48,000 of revenues for the same period last year.

For the six months ended June 30, 2012, the Company had a net loss
of $817,403 on $1.5 million of revenues, compared with a net loss
of $139,191 on $71,599 of revenues for the same period in 2011.

The Company's balance sheet at June 30, 2012, showed $1.3 million
in total assets, $2.4 million in total liabilities, and a
stockholders' deficit of $1.1 million.

According to the regulatory filing, the Company has a history of
incurring net losses and at June 30, 2012, has an accumulated net
loss totaling $1.2 million.  At June 30, 2012, the Company held
cash of $8,545.  "These conditions give rise to 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/bQWfz3

Silver Spring, Maryland-based Sunpeaks Ventures, Inc., operates
through one operating segment which distributes hard-to-find and
specialty drugs to the healthcare provider market throughout the
United States, while functioning as an aggregator of real-time
market demand for these products.  The Company also owns and sells
a specialized over-the-counter multivitamin product called
Clotamin.  Clotamin is specifically designed for use by patients
on Warfarin, a blood thinner that has a known interaction with the
vitamin K present in standard over-the-counter multivitamins.


SUNRISE REAL ESTATE: To Amend 2011 Report for Accounting Errors
---------------------------------------------------------------
Sunrise Real Estate Group, Inc., concluded after an internal
review that the previously issued consolidated financial
statements for the year ended Dec. 31, 2011, contained in the
Company's annual report on Form 10-K should no longer be relied
upon because of an error in the Annual Report, and that those
financial statements will be restated to make the necessary
accounting corrections and the Company completed the summary of
the revisions to the financial statements.  Furthermore, the
financial statements contained in the quarterly report on Form
10-Q for the quarter ended March 31, 2012, should no longer be
relied upon to the extent that those financial statements contain
financial results at Dec. 31, 2011.

The error was a miscalculation in the Company's underwriting sales
revenue and cost of sales under SFAS 66.  The Company has
determined that the error materially affected the accuracy of the
consolidated statements and as such has agreed on restating the
financial statements to adjust for the error.  The Company will
file an amendment to the Annual Report and Quarterly Report.

On May 24, 2012, the Company's independent accountants, Kenne
Ruan, CPA, P.C., advised Sunrise Real Estate that they identified
an error on the consolidated financial statements for the year
ended Dec. 31, 2011.

                     About Sunrise Real Estate

Headquartered in Shanghai, the People's Republic of China, Sunrise
Real Estate Group, Inc. was initially incorporated in Texas on
Oct. 10, 1996, under the name of Parallax Entertainment, Inc.
On Dec. 12, 2003, Parallax changed its name to Sunrise Real
Estate Development Group, Inc.  On April 25, 2006, Sunrise Estate
Development Group, Inc. filed Articles of Amendment with the Texas
Secretary of State, changing the name of Sunrise Real Estate
Development Group, Inc. to Sunrise Real Estate Group, Inc.,
effective from May 23, 2006.

The Company and its subsidiaries are engaged in the property
brokerage services, real estate marketing services, property
leasing services and property management services in China.

In its report accompanying the 2011 financial statements, Kenne
Ruan, CPA, P.C., in Woodbridge. CT, USA, noted that the Company
has significant accumulated losses from operations and has a net
capital deficiency that raise substantial doubt about its ability
to continue as a going concern.

The Company's balance sheet at March 31, 2012, showed
US$33.19 million in total assets, US$25.87 million in total
liabilities and US$7.32 million in total shareholders' deficit.


SWISHER HYGIENE: Gets NASDAQ Non-Compliance Notice
--------------------------------------------------
Swisher Hygiene Inc., a leading provider of essential hygiene and
sanitation products and services, disclosed that on Aug. 15, 2012
it received a letter from NASDAQ indicating that it is not in
compliance with the filing requirements for continued listing
under NASDAQ Listing Rule 5250(c)(1) since its Form 10-Q for the
quarter ended June 30, 2012 will not be timely filed as a result
of the company's continuing work on matters resulting from the
previously disclosed audit committee investigation and procedures
performed by the company's external auditors.

Swisher Hygiene notes of the following information relating to the
delayed filing:

          --  NASDAQ -- As previously reported, Swisher Hygiene
              Received non-compliance letters from NASDAQ on
              April 11, 2012 and May 15, 2012 in
              connection with its not timely filing its Form 10-K
              for the year ended Dec. 31, 2011 (the "Form 10-K")
              and Form 10-Q for the quarter ended March 31, 2012
              respectively.  Pursuant to the August 15, 2012
              letter from NASDAQ, Swisher Hygiene has until
              September 26, 2012 to file all delinquent filings,
              including the June 30, 2012 Form 10-Q, and is
              required to submit an update to its original
              plan to regain compliance with NASDAQ's filing
              requirements for continued listing by August 30,
              2012.  Swisher Hygiene intends to submit
              an update to its original plan by August 30, 2012.
              During the process of regaining compliance with
              NASDAQ, Swisher Hygiene expects that its
              common stock will continue trading on NASDAQ under
              the symbol "SWSH."

          --  Canadian Securities Law Compliance/Toronto Stock
              Exchange -- Swisher Hygiene has been noted in
              default of the continuous disclosure requirements by
              the securities regulators in several provinces of
              Canada for certain failures stemming from the non-
              compliance described above, including the failure to
              timely file its annual financial statements for
              the year ended December 31, 2011 and related
              information, and for publicly acknowledging that
              certain of its previously filed financial
              statements may no longer be relied upon. In
              connection with these defaults, Swisher Hygiene
              previously applied to the Ontario Securities
              Commission (the "OSC"), as its principal Canadian
              securities regulator, for a temporary order
              prohibiting its directors and officers from
              trading in the securities of Swisher Hygiene for as
              long as these defaults remain outstanding. If a
              management cease trade order is granted, it is not
              expected to affect the ability of persons who are
              not directors or officers of Swisher Hygiene to
              trade in the securities of Swisher Hygiene. In the
              absence of a management cease trade order, and
              in the event that the continuous disclosure defaults
              have not been remedied, the Canadian securities
              regulators may issue a general cease trade order
              against Swisher Hygiene. The shares of Swisher
              Hygiene's common stock trade on the TSX under the
              symbol "SWI."


SYMS CORP: Ch. 11 Plan Harms Creditor Setoff Rights, IRS Says
-------------------------------------------------------------
Brian Mahoney at Bankruptcy Law360 reports that the Internal
Revenue Service said Friday that a Delaware bankruptcy judge
should reject the Chapter 11 reorganization plan of Syms Corp. and
its subsidiaries because the plan would bar creditors from
asserting post-confirmation setoff rights.

Under the proposed plan, creditors will waive their setoff rights
if they don't assert a setoff claim on or before the confirmation
date, the IRS, as cited by Bankruptcy Law360, said in its
objection. But that stipulation doesn't protect creditors from
setoff claims that may come to light in the post-confirmation
stage and runs.

                 About Filene's Basement & Syms Corp.

Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States.  The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.

Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year.  Retail Ventures in
April 2009 transferred the unit to Buxbaum.

Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP.  Epiq Bankruptcy
Solutions serves as claims and notice agent.  The Debtors
disclosed assets of $236 million, including real estate of $97.7
million, and liabilities of $94 million, including $31.1 million
owing on a revolving credit with Bank of America NA as agent. In
addition, there were $11.1 million in letters of credit
outstanding on the revolver.

The 2009 Debtor was formally renamed FB Liquidating Estate,
following the sale of all of its assets to Syms Corp. in June
2009.

Pursuant to the Liquidating Plan confirmed in January 2010,
secured creditors in the Chapter 11 case have been paid in full,
and holders of priority, administrative and convenience class
claims have received 100% of their allowed claims.  As reported by
the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen,
Chairman of Abacus Advisors LLC and Chief Restructuring Officer
for FB Liquidating Estate disclosed that a second distribution of
dividend checks to Filene's unsecured creditors amounting to 12.5%
of approved claims has been made, bringing the cumulative
distributions on unsecured claims to 62.5%.

On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and
two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos.
11-13511 to 11-13514) after a failed bid to sell the business.
The two units are Syms Clothing Inc. and Syms Advertising Inc.

Judge Kevin J. Carey presides over the case.  Lawyers at Skadden
Arps Slate Meagher & Flom LLP serve as the Debtors' counsel.  The
Debtors tapped Rothschild Inc. as investment banker and Cushman
and Wakefield Securities, Inc., as real estate financial advisors.

Syms shuttered its namesake and Filene's Basement outlets upon the
bankruptcy filing and tapped a joint venture of Gordon Brothers
Retail Partners LLC and Hilco Merchant Resources LLC to run the
going-out-of-business sales.  The sale may continue until Jan. 31,
2012.

Filene's Basement estimated $1 million to $10 million in assets
and $50 million to $100 million in debts.  The petitions were
signed by Gary Binkoski, authorized representative of Filene's
Basement.

The official committee of unsecured creditors appointed in the
2011 case has retained Hahn & Hessen LLP as legal counsel.

Holders of equity in Syms Corp. pushed for an official
shareholders' committee and separation of the Syms and Filene's
Basement bankruptcy estates.

Gordon Brothers and Hilco are represented by Goulston & Storrs,
P.C. and Ashby & Geddes, P.A.


SYNAGRO TECHNOLOGIES: S&P Downgrades CCR to 'CCC' Over High Debt
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered all of its ratings on
Houston, Texas-based Synagro Technologies Inc. by one notch,
including the corporate credit rating to 'CCC' from 'CCC+'. The
outlook is negative.

"The downgrade of Synagro reflects the company's 'highly
leveraged' financial risk profile and 'weak' liquidity," said
credit analyst James Siahaan. "The company no longer has any
headroom under its total leverage covenant, and required an equity
contribution of $0.5 million from its financial sponsor during the
second quarter in order to maintain compliance."

"The negative outlook reflects our expectation that Synagro's
liquidity is likely to remain weak during the next few quarters,
characterized by a lack of headroom under financial covenants and
limited ability to borrow under the revolving facility. We would
lower the ratings in the event of a payment default or if Synagro
engages in a financial restructuring in which it voluntarily
restructures or repurchases its debt in such a way that results in
anything less than full and timely repayment. While less likely,
we could raise the ratings if earnings and cash flow strengthen
markedly and rapidly, leverage declines, and liquidity improves
significantly," S&P said.


TALON THERAPEUTICS: Issues 60,000 Pref. Stock to Warburg, et al.
----------------------------------------------------------------
Talon Therapeutics, Inc., previously entered into an Investment
Agreement with Warburg Pincus Private Equity X, L.P., and Warburg
Pincus X Partners, L.P., and Deerfield Private Design Fund, L.P.,
Deerfield Private Design International, L.P., Deerfield Special
Situations Fund, L.P., and Deerfield Special Situations Fund
International Limited.

On Aug. 17, 2012, pursuant to the terms of the Investment
Agreement, as amended, the Company issued and sold to the
Purchasers an aggregate of 60,000 shares of its Series A-3
Convertible Preferred Stock at a price per share of $100, for
aggregate proceeds of $6,000,000.

Following the issuance and sale of the 60,000 shares, the
Purchasers have the right under the Investment Agreement, but not
the obligation, to purchase up to 510,000 additional shares of
Series A-3 Preferred, at a price per share of $100, at any time on
or before Aug. 9, 2013, the first anniversary of the Company's
receipt of marketing approval from the U.S. Food and Drug
Administration for its Marqibo product candidate.

                     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'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.


TALON THERAPEUTICS: Joseph Landy Discloses 92.3% Equity Stake
-------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Joseph P. Landy, Warburg Pincus X Partners,
L.P., Warburg Pincus X, L.P., et al., disclosed that, as of
Aug. 17, 2012, they beneficially own 263,730,894 shares of common
stock of Talon Therapeutics, Inc., representing 92.3% of the
shares outstanding.

Mr. Landy previously reported beneficial ownership of 264,321,291
common shares or a 92.4% equity stake as of July 3, 2012.

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

                        http://is.gd/sU2V36

                      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'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.


TARGETED MEDICAL: Had $2.8 Million Net Loss in Second Quarter
-------------------------------------------------------------
Targeted Medical Pharma, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $2.8 million on $1.4 million of
revenues for the three months ended June 30, 2012, compared with a
net loss of $571,531 on $2.4 million of revenues for the same
period last year.

For the six months ended June 30, 2012, the Company had a net loss
of $3.8 million on $2.8 million of revenues, compared to a net
loss of $1.5 million on $4.4 million of revenues for the same
period of 2011.

The Company's balance sheet at June 30, 2012, showed $11.2 million
in total assets, $12.7 million in total liabilities, and a
stockholders' deficit of $1.5 million.

"The loss for the six months ended June 30, 2012, was $3,800,740,
which increased the accumulated deficit to $(7,899,352).  As a
result, the Company is dependent upon further financing,
development of revenue streams with shorter collection times and
accelerating collections on our physician managed and hybrid
revenue business models."

As reported in the TCR on July 19, 2012, EFP Rotenberg, LLP, in
Rochester, New York, expressed substantial doubt about Targeted
Medical's ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 31, 2011.  The
independent auditors noted that the Company has losses for the
year ended Dec. 31, 2011, totaling $4,177,050 as well as
accumulated deficit amounting to $4,098,612.  "Further the Company
appears to have inadequate cash and cash equivalents of $147,364
as of Dec. 31, 2011, to cover projected operating costs for the
next 12 months.  As a result, the Company is dependent upon
further financing, development of revenue streams with shorter
collection times and accelerating collections on our physician
managed and hybrid revenue streams."

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

                       http://is.gd/4teIzL

Los Angeles, Calif.-based Targeted Medical Pharma, Inc., is a
specialty pharmaceutical company that develops and commercializes
nutrient- and pharmaceutical-based therapeutic systems.


TECHNEST HOLDINGS: MaloneBailey Succeeds Wolf as Accountants
------------------------------------------------------------
AccelPath, Inc., formerly known as Technest Holdings Inc.,
dismissed Wolf & Company, P.C., as its independent accountant,
effective as of Aug. 10, 2012.  This change in independent
accountant was approved by the Company's Board of Directors.

The reports of Wolf on the Company's financial statements for the
years ended June 30, 2011, and 2010, contained no adverse opinion
or disclaimer of opinion, and those reports were not qualified or
modified as to uncertainty, audit scope or accounting principles,
other than the expression of doubt that the Company can continue
as a going concern in its report on the financial statements for
the year ended June 30, 2011.

In connection with its audit of the Company's financial statements
for the year ended June 30, 2011, Wolf advised the Company's Board
of Directors and management, by letter dated Oct. 13, 2011, that
it noted certain deficiencies involving internal control over
financial reporting that it considered to be material weaknesses
under standards of the Public Company Accounting Oversight Board.
Specifically, Wolf advised the Company's Board of Directors and
management that it considered the following two items to be
material weaknesses:

   1) Lack of accounting resources (including the lack of
      centralized accounting and lack of formally documented
      policies and procedures); and

   2) Inadequate segregation of duties due to limited staff.

On Aug. 10, 2012, the Company's Board of Directors engaged
MaloneBailey, LLP, as its independent accountant to audit its
financial statements for the fiscal year ending June 30,

                       About Technest Holdings

Bethesda, Md.-based Technest Holdings, Inc., has two primary
businesses: AccelPath, which is in the business of enabling
pathology diagnostics and Technest, which is in the business of
the design, research and development, integration, sales and
support of three-dimensional imaging devices and systems.

Following the fiscal 2011 results, Wolf & Company, P.C., in
Boston, Massachusetts, expressed substantial doubt about Technest
Holdings' ability to continue as a going concern.  The independent
auditors noted that the Company has suffered recurring losses from
operations, has negative cash flows from operations, a
stockholders' deficit and a working capital deficit.

The Company reported a net loss of $2.9 million on $450,000 of
revenues for the fiscal year ended June 30, 2011, compared with a
net loss of $325,000 on $0 revenue for the fiscal year ended
June 30, 2010.

The Company's balance sheet at March 31, 2012, showed
$5.29 million in total assets, $6.55 million in total liabilities
and a $1.25 million total stockholders' deficit.




TELETOUCH COMMUNICATIONS: Sells Radio Division to DFW for $1.5MM
----------------------------------------------------------------
Teletouch Communications, Inc., and its wholly owned subsidiary,
Teletouch Licenses, Inc., on the one hand, and DFW Communications,
Inc., on the other hand, entered into an Asset Purchase Agreement.
Under the terms of the APA, the Company agreed to sell, assign,
transfer and convey to DFW substantially all of the assets of the
Company associated with the two-way radio/public safety equipment
business, those assets including, among other things, certain
related accounts receivable; inventory; fixed assets; supplies
used in connection with the business; the Company's leases,
permits and titles, including certain FCC licenses held by the
Company; and goodwill and going concern value of the business
segment.  DFW also assumed certain obligations, permits and
contracts related to the Company's business.

Subject to certain working capital adjustments, DFW agreed to pay,
at closing, as consideration for the assets of the Company an
amount in cash equal to approximately $1,469,000, $168,000 of
which is allocated to certain designated suppliers' payments and
$300,000 of which is allocated to real estate and goodwill.  The
parties to the APA further designated approximately $767,000 for
working capital purposes, such amount consisting of, among other
things, aged accounts receivable and inventory as of the effective
date of the APA.  This includes a working capital adjustment
provision that provides for no more than $200,000 of post-close
working capital adjustments to be charged to the Company in the
event of any material accounts receivable or inventory deficits.
The disposition of the Company's assets closed on Aug. 14, 2012,
having been reviewed and approved by the Company's Board of
Directors on Aug. 10, 2012.

"The decision to divest our two-way radio division is another step
in the ongoing transition of Teletouch to large scale wholesale
distribution of cellular and consumer electronics products, and
was made after concluding that this business unit was no longer
aligned with the Company's long-term growth strategy," said
Teletouch President and COO T. A. "Kip" Hyde, Jr.  "The sale of
these assets supports our disciplined approach to capital
allocation and effective use of working capital, with the proceeds
being used to pay down debt, while we focus on growing our core
wholesale distribution business."

Hyde continued, "Although two-way radio services and the direct
sale of public safety equipment is no longer core to Teletouch, we
believe this business has the potential for strong growth, which
led us to seek out a buyer that is focused in these areas.  Now as
part of DFW Communications, this group will be led by a solid
leadership team, bringing long-term value for the business, its
customers and partners."

A copy of the Asset Purchase Agreement is available at:

                       http://is.gd/pAJXvf

                         About Teletouch

Teletouch Communications, Inc., offers a comprehensive suite of
wireless telecommunications solutions, including cellular, two-way
radio, GPS-telemetry and wireless messaging.  Teletouch is an
authorized provider of AT&T (NYSE: T) products and services
(voice, data and entertainment) to consumers, businesses and
government agencies, as well as an operator of its own two-way
radio network in Texas.  Recently, Teletouch entered into national
agency and distribution agreements with Sprint (NYSE: S) and
Clearwire (NASDAQ: CLWR), providers of advanced 4G cellular
network services.  Teletouch operates a chain of 26 retail and
agent stores under the "Teletouch" and "Hawk Electronics" brands,
in conjunction with its direct sales force, customer care (call)
centers and various retail eCommerce Web sites including:
http://www.hawkelectronics.com/and http://www.hawkexpress.com/

Through its wholly-owned subsidiary, Progressive Concepts, Inc.,
Teletouch operates a national distribution business, PCI
Wholesale, primarily serving large cellular carrier agents and
rural carriers, as well as auto dealers and smaller consumer
electronics retailers, with product sales and support available
through http://www.pciwholesale.com/and
http://www.pcidropship.com/among other B2B oriented Web sites.

As reported by the TCR on Sept. 1, 2011, BDO USA, LLP, in Houston,
Texas, noted that the Company has increasing working capital
deficits, significant current debt service obligations, a net
capital deficiency along with current and predicted net operating
losses and negative cash flows which raise substantial doubt about
its ability to continue as a going concern.

The Company's balance sheet at Feb. 29, 2012, showed
$18.35 million in total assets, $24.81 million in total
liabilities, and a $6.45 million total shareholders' deficit.


THOMPSON CREEK: Inks Copper Sales Agreement with Glencore
---------------------------------------------------------
Terrane Metals Corp., a wholly owned subsidiary of Thompson Creek
Metals Company Inc., entered into a Copper Concentrate Sales
Agreement with Glencore Ltd. whereby Terrane, among other things,
agreed to sell to Glencore copper-gold-silver concentrate produced
by Terrane at its Mt. Milligan mine, which is currently under
construction in British Columbia, Canada.

The term of the Glencore Agreement commences on the date the Mine
begins commercial production, and terminates at the end of the
third full calendar year thereafter.  During the initial partial
year of the term and the first full calendar year thereafter, the
annual quantity of concentrate which Glencore will purchase from
Terrane will be 30% of annual production in each such year, and
approximately 40,000 DMT in each of the two calendar years
thereafter.

Payment for the concentrate will be based on the agreed copper,
gold and silver content of the parcels delivered to Glencore
pursuant to the terms of the Glencore Agreement, less smelting and
refining charges and certain other deductions, if applicable.
Pricing will be determined by reference to specified published
reference prices during the applicable quotation periods set forth
in the Glencore Agreement.  The copper smelting and refining
charges will be negotiated in good faith and agreed by the parties
for each contract year based on terms generally acknowledged as
industry benchmark terms.  The gold and silver refining charges
are as specified in the Glencore Agreement.

Glencore will make a 90% provisional payment for concentrate no
later than twenty-five business days after the bill of lading
date.  The provisional payment will be based on Terrane's weights
and assays, and on metals pricing, at the time of shipment.  Final
settlement will be made within five business days after Terrane
has submitted its final invoice to Glencore after all final prices
and weights and assays have been determined in accordance with the
Glencore Agreement.

                     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.


TRAFFIC CONTROL: Statewide Holdings Rise as Winning Bidder
----------------------------------------------------------
The U.S. Bankruptcy court for the District of Delaware authorized
Traffic Control and Safety Corporation, et al., to:

   -- sell their assets pursuant to an asset purchase agreement
      with Statewide Holdings, Inc., dated April 19, 2012, as
      amended; and

   -- assume and assign executory contracts and unexpired leases.

As reported in the Troubled Company Reporter on July 23, 2012, the
auction was canceled after no other party submitted a bid that
would rival the stalking horse offer by the company's lenders.

Second-lien creditors have signed a deal to buy the company in
exchange for $20 million of the junior secured debt. In addition,
they will assume the first-lien obligations of about $18.5
million, pay expenses of the Chapter 11 case, and provide $500,000
toward expenses not paid with financing for the reorganization.
When the sale is completed, the second-lien lenders will waive the
remainder of their claim.

                       About Traffic Control

Traffic Control and Safety Corporation and six subsidiaries filed
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-11287) on
April 20, 2012.  TCSC is the largest independent provider of
safety services and products in California and Hawaii.  Formed by
Marwit Capital Partners II, L.P., in June 2007, TCSC has 430 full-
time employees and serves state and local agencies, public works
organizations, general contractors, the motion picture industry,
and provide services at special events.

TCSC estimated assets of up to $50 million and debts of up to
$100 million as of the Chapter 11 filing.  Toomey Industries, Inc.
disclosed $10,322,077 in assets and $67,844,144 in liabilities as
of the Chapter 11 filing.

Judge Kevin J. Carey presides over the case.  Latham & Watkins LLP
serves as the Debtors' bankruptcy counsel and Young Conaway
Stargatt & Taylor LLP as Delaware counsel.  Broadway Advisors, LLC
serves as financial advisors, and Epiq Bankruptcy Solutions LLC as
the claims and notice agent.

The Debtors are authorized to i) use cash collateral in which the
First Lien Lender has an interest, (ii) obtain postpetition
financing from Fifth Street Finance Corp. and other entities in
the maximum amount of $12,775,000.

The Debtors canceled auction with only its biggest lender bidding
for the assets.

Roberta A. Deangelis, U.S. Trustee for Region 3, appointed five
unsecured creditors to the Official Committee of Unsecured
Creditors.  The Committee tapped Potter Anderson & Corroon LLP as
its counsel and GlassRatner Advisory & Capital Group LLP as its
financial advisor.


TRIDENT MICROSYSTEMS: Trade Creditors Expect Big Payout
-------------------------------------------------------
Trident Microsystems filed with the U.S. Bankruptcy Court a Joint
Chapter 11 Plan of Liquidation and related Disclosure Statement.

Katy Stech at Dow Jones' DBR Small Cap reports that Trade
creditors of Trident Microsystems Inc. can expect to recover at
least 90% of what they're owed thanks to the pool of money that
the dormant California technology manufacturer amassed after
selling its business units during its bankruptcy case.

BankruptcyData relates that according to the DS, "The Plan
constitutes a separate chapter 11 plan of liquidation for each of
the Debtors. The Plan provides for the formation and creation of
the TMI Trust, which will hold, directly or indirectly, the TMI
Trust Beneficial Interests for the sole purpose of liquidating and
distributing the assets of TMI. The Plan further provides for the
appointment of the Plan Administrator to liquidate and distribute
the assets of TMFE. At the outset, the Debtors and the Cayman
Liquidator, in an effort to solicit a plan of liquidation that
would be agreeable to all of the Debtors's Creditors and Equity
Holders, have engaged in extensive discussions with the relevant
stakeholders - most critically, the Creditors Committee, the
Equity Committee, NXP and the IRS - to bring about consensus on
certain contentious issues relating to the formulation and
consummation of the Plan. In doing so, the Debtors, the Cayman
Liquidator and their respective advisors held productive meetings
with each of the relevant parties relating to resolution of (i)
the Intercompany Claims, (ii) the IRS Claim and (iii) potential
claims against NXP and the related 2004 Motion. And, although it
does not appear that a consensual agreement between all of the
parties is possible, the Debtors, the Cayman Liquidator and the
Equity Committee have set forth the terms of a settlement, which
such terms resolve for, or carve-out, all material litigation
issues, eliminate the uncertainty, time delay and substantial
costs that may be posed by litigating these complex, cross-border
issues and, most critically, provides the Class 2.A. Creditors
with a substantially enhanced recovery than that which they would
be entitled to under the Bankruptcy Code's priority of payment
regime."

                    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.


TW TELECOM: Moody's Raises Rating on $430MM Bond to 'Ba3'
---------------------------------------------------------
Moody's Investors Service has upgraded the ratings of tw telecom
holding inc.'s senior secured facilities, which includes $80
million Revolver due 2014 and $465 million (originally $474
million) Term Loan due 2016, each to Baa3 (LGD2, 16%) from Ba1
(LGD2, 18%); and the ratings of $430 million Senior Notes due 2018
to Ba3 (LGD4, 58%) from B1 (LGD4, 62%). Following the full
repayment of the Term Loan B tranche due January 2013 there is
less senior secured debt within tw telecom's capital structure,
thereby increasing the potential recovery for the remaining debt
instruments.

Issuer: tw telecom holdings inc.

  Upgrades:

    US$80M Senior Secured Bank Credit Facility, Upgraded to Baa3
    (LGD2, 16%) from Ba1 (LGD2, 18%)

    US$474M Senior Secured Bank Credit Facility, Upgraded to Baa3
    (LGD2,16 %) from Ba1 (LGD2, 18 %)

    US$430M 8% Senior Unsecured Regular Bond/Debenture, Upgraded
    to Ba3 (LGD4, 58%) from B1 (LGD4, 62%)

Issuer: tw telecom inc.

    US$373.75M 2.375% Senior Unsecured Conv./Exch.
    Bond/Debenture, Upgraded to LGD5, 89 % from LGD6, 90%

Ratings Rationale

TWTC's Ba3 corporate family rating reflects the Company's
successful track record of revenue growth and management's
conservative financial policies, while recognizing the challenging
position as a competitive communications provider. Moody's expects
TWTC to operate at adjusted debt/EBITDA leverage in the 2.8x range
(as per Moody's standard adjustments) over the next year, with
moderate free cash flow generation, as the business remains highly
capital intensive.

Despite elevated levels of capital spending and relatively high
leverage, the Company's strong operating performance driven by
consistent revenue growth in the enterprise segment and strong
margins due to TWTC's significant fiber infrastructure are
positive for the ratings. The Company's results reinforce its
differentiated business model that relies on a fiber-rich network
with direct connections to major customers, eliminating the need
to rely on incumbent carriers for a critical portion of its last
mile connections.TWTC continues to have success targeting its
medium to large enterprise customers rather than small-medium size
business customers, and the Company's stake is built on near-
nationwide operating scale in 75 markets in the U.S.

Structural Considerations

The individual debt instrument ratings are rated based on the
probability of default, which is Ba3, as well as the expected loss
given default of the individual debt instrument. In accordance
with Moody's LGD Methodology, the senior unsecured convertible
debentures rated B2 (LGD-5, 89%) issued at the parent company, tw
telecom inc., are expected to bear greater loss absorption
relative to the liabilities at tw telecom holdings inc. The Ba3
(LGD-4, 58%) rating of the senior unsecured notes issued at tw
telecom holdings inc. is in line with the CFR. The instrument is
guaranteed by the Company and Holdings' subsidiaries.

The Term Loan and Revolver issued at tw telecom holdings inc. are
rated Baa3 (LGD-2, 16%), 3 notches above the CFR. Both instruments
are senior to the unsecured notes, secured on a first lien basis,
and guaranteed by the Company and Holdings' subsidiaries. The
maturity on $474 million of the original Term Loan B had been
extended to December 2016. The Revolver remains undrawn as of June
30, 2012.

What Could Change the Rating - Up

Given the operating pressure on competitive telecom providers,
further upward momentum is unlikely at this time. However, further
upward rating pressure could develop if earnings growth leads to
stronger free cash flow generation such that TWTC's free cash flow
exceeds 10% of its total adjusted debt, and the Company's leverage
(Moody's adjusted Total Debt-to-EBITDA) can be maintained below
2.5x.

What Could Change the Rating - Down

The rating and/or outlook is likely to come under pressure if
TWTC's operating performance deteriorates due to increasing
competition, changes in the regulatory environment or persisting
weakness in the economic environment beyond Moody's current
expectations, such that free cash flow turns negative or leverage
cannot be maintained below 3.5x. Additionally, if continuous stock
buybacks deplete cash balances, ratings could be pressured.

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


UNIGENE LABORATORIES: Terminates VP Investor Relations, 4 Others
----------------------------------------------------------------
Unigene Laboratories, Inc., has implemented contingency cost-
saving initiatives, including an organizational realignment and a
reduction of its full-time headcount by four personnel.

Pursuant to the organizational realignment, on Aug. 13, 2012, the
Company entered into a separation agreement and general release
with Ms. Jenene Thomas, the Company's former Vice President of
Investor Relations and Business Administration.  Ms. Thomas'
employment with the Company will terminate on Sept. 28, 2012.  In
consideration for her release of any and all claims against the
Company and benefits accrued during the term of her employment,
the Company has agreed to provide Ms. Thomas with the following
lump sum payments:

   (i) $32,682 to be paid on Aug. 20, 2012, with respect to unpaid
       salary;

  (ii) $77,250 to be paid on Aug. 20, 2012, representing four
       months of severance compensation in accordance with her
       employment agreement; and

(iii) $16,044 to be paid on Aug. 15, 2012, representing accrued
       vacation pay.

Pursuant to the terms of the separation agreement and to the
extent Ms. Thomas is eligible for and has elected COBRA
continuation coverage in accordance with the Company's COBRA
continuation health coverage policies, the Company is obligated to
pay the full monthly premiums associated with such coverage on
behalf of Ms. Thomas through Feb. 28, 2013.  Furthermore, the
Company agreed to accelerate the vesting of 412,050 existing
unvested stock options on Sept. 28, 2012, and extended the
exercise period on 513,450 existing stock options, inclusive of
the 412,050 options for which vesting was accelerated, from 90
days post-termination to Sept. 27, 2013.

Also on Aug. 13, 2012, the Company announced the promotion of
Brian Zietsman, the Company's Executive Director of Finance, to
Chief Financial Officer, effective immediately.  There will be no
changes to Mr. Zietsman's compensation as a result of the
promotion.  As a result of Ms. Thomas' departure, in addition to
his other responsibilities, Mr. Zietsman will be responsible for
the Company's Investor Relations function.  Pamela Cantor, Vice
President of Human Resources and Business Administration, will be
responsible for the Company's Business Administration function.

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

Unigene reported a net loss of $17.92 million in 2011, a net loss
of $27.86 million in 2010, and a net loss of $13.38 million in
2009.

The Company's balance sheet at June 30, 2012, showed $11.69
million in total assets, $77.56 million in total liabilities and a
$65.87 million total stockholders' deficit.

Grant Thornton LLP, in New York, expressed substantial doubt about
the Company's ability to continue as a going concern following the
2011 financial results.  The independent auditors noted that the
Company has incurred a net loss of $17,900,000 during the year
ended Dec. 31, 2011, and, as of that date, has an accumulated
deficit of approximately $189,000,000 and the Company's total
liabilities exceeded total assets by $55,138,000.

                        Bankruptcy Warning

Under the Company's amended and restated March 2010 financing
agreement with Victory Park Management, LLC, so long as the
Company's outstanding note balance is at least $5,000,000, the
Company must maintain a minimum cash balance equal to at least
$2,500,000 and its cash flow must be at least $2,000,000 in any
fiscal quarter or $7,000,000 in any three consecutive quarters.

"Without additional financing, we will not be able to maintain a
minimum cash balance of $2,500,000, or maintain an adequate cash
flow, in order to avoid default in periods subsequent to September
30, 2012," the Company said in its quarterly report for the period
ended June 30, 2012.  "As a result, we will be in default under
the financing agreement, which would result in the full amount of
our debt owed to Victory Park becoming immediately due and
payable.  Even if we are able to raise cash and maintain a minimum
cash balance of at least $2,500,000 through the March 2013
maturity date, there is no assurance that the notes will be
converted into common stock, in which case, we may not have
sufficient cash from operations or from new financings to repay
the Victory Park debt when it comes due.  There can be no
assurance that new financings will be available on acceptable
terms, if at all.  In the event that we default, Victory Park
could retain control of the Company and will have the ability to
force us into involuntary bankruptcy and liquidate our assets."


UNITED COMMERICAL: Case Summary & 8 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: United Commerical Holdings LLC
        14541 Brookhurst Street, Suite A-2
        Westminster, CA 92683

Bankruptcy Case No.: 12-19899

Chapter 11 Petition Date: August 20, 2012

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Theodor Albert

Debtor's Counsel: Charles W. Daff, Esq.
                  LAW OFFICES OF CHARLES W. DAFF
                  2009 N Broadway
                  Santa Ana, CA 92706
                  Tel: (714) 541-0301
                  Fax: (714) 569-0515
                  E-mail: cdaff@epiqtrustee.com

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

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

A copy of the Company's list of its eight largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/cacb12-19899.pdf

The petition was signed by John Viet Quoc Vo, shareholder.


VIEW SYSTEMS: Amends 2010 Annual Report to Correct Error
--------------------------------------------------------
View Systems, Inc., filed with the U.S. Securities and Exchange
Commission an amended annual report on Form 10-K/A for the year
ended Dec. 31, 2010, to correct a revenue recognition error
uncovered in the audit of the Company's financial statements for
the year ended Dec. 31, 2011.

In conjunction with the correction and restatement to the
Company's financial statements for the year ended Dec. 31, 2010,
the Company is also correcting and restating its financial
statements included in Forms 10-Q filed for the quarterly periods
ending March 31, 2011, June 30, 2011, and Sept. 30, 2011.

The Company's restated statement of operations for the year ended
Dec. 31, 2010, reflects a net loss of $555,145 on 726,234 of net
revenues, compared with a net loss of $513,353 on $768,026 of
revenues as origanilly reported.

The Company's restated balance sheet at Dec. 31, 2010, showed
$1.16 million in total assets, $1.64 million in total liabilities
and a $480,564 total stockholders' deficit.  The Company
previously reported $1,160,346 in total assets, $1,361,427 in
total liabilities, and a stockholders' deficit of $201,081.

A copy of the amended Annual Report is available for free at:

                        http://is.gd/7R7idx

                        About View Systems

Baltimore, Md.-based View Systems, Inc., develops, produces and
markets computer software and hardware systems for security and
surveillance applications.

The Company reported a net loss of $368,329 on $576,735 of
net revenues for the nine months ended Sept. 30, 2011, compared
with a net loss of $294,065 on $722,042 of net revenues for the
same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$1.48 million in total assets, $1.82 million in total liabilities,
and a $339,294 total stockholders' deficit.

As reported in the TCR on March 15, 2011, Robert L. White &
Associates, Inc., in Cincinnati, Ohio, expressed substantial doubt
about View Systems' ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company had a net loss of $513,353 for the year
ended Dec. 31, 2010, and has an accumulated deficit of $22,837,787
at Dec. 31, 2010.


VISUALANT INC: Board of Directors Approves Bylaws Amendment
-----------------------------------------------------------
The Board of Directors of Visualant, Incorporated, approved the
amended and restated bylaws of the Company which replace the
Company's previous bylaws in their entirety.  The Board has
recommended that the Bylaws be submitted to the stockholders of
the Company for approval, although that approval is not required
either under the Company's previous bylaws or the Nevada General
Corporation Law.

The Company's previous bylaws were adopted by a predecessor of the
Company in 1998 and were outdated.  The amended and restated
Bylaws reflect current corporate practices and current Nevada
statutory provisions.

Among the provisions in the amended and restated Bylaws that were
not in the previous bylaws are a provision governing the
submission of notice of stockholder business to be brought before
an annual meeting of stockholders and a provision governing the
nomination of directors, including nominations by stockholders.

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

                        http://is.gd/gxhwQY

                        About Visualant Inc.

Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on October 8, 1998.  The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.

Visualant reported a net loss of $2.39 million for the year ended
Sept. 30, 2011, compared with a net loss of $1.14 million during
the previous year.

The Company's balance sheet at June 30, 2012, showed $6.84 million
in total assets, $7.03 million in total liabilities, $28,350 in
noncontrolling iterest, and a $220,669 total stockholders'
deficit.

The Company anticipates that it will record losses from operations
for the foreseeable future.  As of June 30, 2012, the Company's
accumulated deficit was $13.1 million.  The Company has limited
capital resources, and operations to date have been funded with
the proceeds from private equity and debt financings.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.  The audit report prepared by the
Company's independent registered public accounting firm relating
to the Company's financial statements for the year ended Sept. 30,
2011, includes an explanatory paragraph expressing the substantial
doubt about the Company's ability to continue as a going concern.
The audit report prepared by the Company's independent registered
public accounting firm relating to its financial statements for
the year ended Sept. 30, 2011, includes an explanatory paragraph
expressing the substantial doubt about the Company's ability to
continue as a going concern.

                         Bankruptcy Warning

The Securities Purchase Agreement dated June 17, 2011, with
Ascendiant Capital Partners, LLC, will terminate if the Company's
common stock is not listed on one of several specified trading
markets (which include the OTCBB and Pink Sheets, among others),
if the Company files protection from its creditors, or if a
Registration Statement on Form S-1 or S-3 is not effective.

If the price or the trading volume of the Company's common stock
does not reach certain levels, the Company will be unable to draw
down all or substantially all of its $3,000,000 equity line of
credit with Ascendiant.

The maximum draw down amount every 8 trading days under the
Company's equity line of credit facility is the lesser of $100,000
or 20% of the total trading volume of the Company's common stock
for the 10-trading-day period prior to the draw down multiplied by
the volume-weighted average price of the Company's common stock
for that period.  If the Company stock price and trading volume
decline from current levels, the Company will not be able to draw
down all $3,000,000 available under the equity line of credit.

"If we are not able to draw down all $3,000,000 available under
the equity line of credit or if the Securities Purchase Agreement
is terminated, we may need to restructure our operations, divest
all or a portion of our business, or file for bankruptcy," the
Company said in its quarterly report for the period ended June 30,
2012.


VWR FUNDING: Moody's Rates $750 Million Notes Offering 'Caa1'
-------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to the proposed
$750 million notes offering of VWR Funding, Inc. The proceeds of
the offering will be used to repay the existing 10.25% senior
unsecured notes due 2015. All other ratings remain unchanged,
including the B3 Corporate Family Rating and Probability of
Default Rating and the B1 on the senior secured credit facility.
The rating outlook remains positive.

Ratings assigned:

Proposed $750 million Senior Unsecured Notes, Caa1 (LGD 4, 69%)

Ratings to be withdrawn upon repayment:

$713 Million 10.25% Senior Notes due 2015, rated Caa1 (LGD 5,
73%)

Ratings Rationale

VWR's B3 Corporate Family Rating reflects the company's high
leverage and modest interest coverage and free cash flow relative
to debt. The ratings are supported by VWR's good scale and market
position as the #2 global life science distributor (behind Thermo
Fisher, Baa1) as well as the stability of revenue and
profitability. The company has demonstrated consistent revenue
growth and improved profit margins driven both by organic growth
and acquisitions. While the company's acquisition strategy has
added to its global scale and geographic diversity, it increases
the complexity of the organization and could pose some business
practice compliance risk, particularly in emerging markets.

Moody's could upgrade the ratings if VWR continues to grow revenue
and EBITDA such that the rating agency expects adjusted debt to
EBITDA to be sustained below 6.5 times and free cash flow to
remain above 3% of total adjusted debt. If Moody's expects
sustained negative free cash flow or leverage to rise above 8
times either due to deterioration in EBITDA, acquisitions or
shareholder payouts, the ratings could be downgraded. Further,
material deterioration in liquidity could also lead to rating
pressure.

The principal methodology used in rating VWR Funding, Inc. was the
Global Distribution & Supply Chain Services Industry Methodology
published in November 2011. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

VWR Funding, Inc., headquartered in Radnor, Pennsylvania, is a
global leader in the distribution of laboratory scientific
supplies, including chemicals, glassware, equipment, instruments,
protective clothing, and production supplies. Services include
technical services, onsite storeroom services and laboratory and
furniture design, supply and installation. The company serves
customers in the pharmaceutical, biotechnology, medical device,
chemical, technology, food processing and consumer product
industries, as well as governmental agencies, universities and
research institutes, and environmental organizations. For the
twelve months ended June 30, 2012, VWR reported revenues of
approximately $4.2 billion.


VWR FUNDING: S&P Rates New $750MM Senior Unsecured Notes 'B-'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' issue-level
and '5' recovery rating to Radnor, Pa.-based laboratory products
distributor VWR Funding Inc.'s proposed $750 senior unsecured
notes. "The '5' recovery rating indicates our expectation for
modest (10% to 30%) recovery for senior unsecured lenders in the
event of a payment default. The 'B-' rating on the notes is one
notch lower that our 'B' corporate credit rating on VWR, in
accordance with our notching criteria for a recovery rating of
'5'. We affirmed all ratings, including our corporate credit
rating. Our rating outlook remains stable," S&P said.

"The interest rate on the new notes will be determined by market
conditions, but we expect the transaction to save approximately
$20 million in annual interest expense per year," said Standard &
Poor's credit analyst John Bluemke. "It should be nearly debt-
neutral, and the interest savings will not be big enough to alter
our view of VWR's liquidity or financial risk profile."

"Our ratings on VWR overwhelmingly reflect its 'highly leveraged'
financial risk profile, because of its exceptionally heavy
leveraged buyout (LBO)-related debt burden, growing preferred
stock (which we treat as debt), and exposure to the improving, but
still weak, global economy. Madison Dearborn Partners LLC (MDP)
acquired VWR in 2007, markedly increasing debt and debt-like
obligations. Given nearly $3 billion of debt, $120 million of
operating lease obligations, and viewing MDP's preferred
investment as debt, adjusted debt is about $5.1 billion. This
level of adjusted debt is unlikely to change over the next few
years, because we expect accretion of the pay-in-kind (PIK)
preferred stock to offset scheduled bank loan amortizations. We
view VWR's business risk profile as 'satisfactory,' reflecting its
scale and the industries barriers to entry, as well as its narrow
business focus," S&P said.


WATERLOO RESTAURANT: Authorized to Sell Certain Restaurant Assets
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Waterloo Restaurant Ventures, Inc.. to sell certain
assets free and clear of liens, claims and encumbrances.

As reported in the Troubled Company Reporter on July 16, 2012, the
Debtor revealed in a court filing that it is marketing its assets
in order to maximize the value of the assets while still operating
as Romano's Macaroni Grill franchises.

The Court also ordered that:

   -- the Debtor to consummate without further Court approval all
sales transactions of the restaurant equipment pursuant to that
certain sellers agreement by and between Rosen Systems, Inc.

   -- the Debtor and Rosen Systems provide to counsel for Allan
and Beverly Sebanc, trustees of the Sebanc Family Trust and
Kenneth D. McCloskey, trustee of the McCloskey Family Trust and
counsel for Eastridge Shopping Center a comprehensive report
regarding the sale of the restaurant equipment that includes, but
is not limited to, (i) who was permitted on the premises of the
closed locations, including the identity of any contractor
retained by a purchaser of restaurant equipment; (ii) who
purchased the restaurant equipment; (iii) who removed the
restaurant equipment from the closed locations; (iv) the identity
of any person or contractor retained by a purchaser of restaurant
equipment who participated in the disconnection of the restaurant
equipment at the closed locations from any electrical, gas, or
plumbing source; (v) any applicable insurance policies maintained
by any persons.

                    About Waterloo Restaurant

Waterloo Restaurant Ventures, Inc., operator of 12 Romano's
Macaroni Grill restaurants, filed a Chapter 11 petition (Bankr.
N.D. Tex. Case No. 12-31573) in Dallas on March 8, 2012, to pursue
a sale of the business.  The Debtor has 12 stores are in
California, Oregon and Washington.  The Italian-style casual
dining chain said there was a "dramatic decrease in sales in the
majority of the franchises" the company owns.  Some were
generating negative cash flows from operations.

Judge Barbara J. Houser presides over the case.  Waterloo is
represented by Rochelle McCullough, LLP.  In its schedules,
Waterloo listed $22,912,226 in total assets and $17,455,176 in
total liabilities.

As of April 5, 2012, the Office of the U.S. Trustee has not
appointed an official committee of unsecured creditors.




ZOOM TELEPHONICS: Had $210,800 Net Loss in Second Quarter
---------------------------------------------------------
Zoom Telephonics, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $210,860 on $3.8 million of sales for the
three months ended June 30, 2012, compared with a net loss of
$326,069 on $3.2 million of sales for the comparable period last
year.

For the six months ended June 30, 2012, the Company had a net loss
of $325,128 on $7.8 million of sales, compared with a net loss of
$610,671 on $6.0 million for the same period of 2011.

The Company's balance sheet at June 30, 2012, showed $5.0 million
in total assets, $1.7 million in total current liabilities, and
stockholders' equity of $3.3 million.

According to the regulatory filing, management does not believe
the Company has sufficient resources to fund its normal operations
over the next 12 months unless sales or gross margin improves
significantly or the Company raises capital.

As reported in the TCR on April 9, 2012, Marcum LLP, in Boston,
Massachusetts, expressed substantial doubt about Zoom Telephonics'
ability to continue as a going concern, following the Company's
results for the fiscal year ended Dec. 31, 2011.  The independent
auditors noted that the Company has had recurring net losses and
continues to experience negative cash flows from operations.

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

                       http://is.gd/KJZkpz

Located in Boston, Massachusetts, Zoom Telephonics, Inc., designs,
produces, markets, sells, and supports broadband and dial-up
modems, Wi-Fi(R) and Bluetooth(R) wireless products, and other
communication-related products.


ZYTO CORP: Reports $31,200 Net Income in Second Quarter
-------------------------------------------------------
ZYCO Corp filed its quarterly report on Form 10-Q, reporting net
income of $31,270 on $1.4 million of revenues for the three months
ended June 30, 2012, compared with a net loss of $66,238 on
$1.2 million of revenues for the same period a year earlier.

For the six months ended June 30, 2012, the Company had net income
of $96,854 on $2.5 million of revenues, compared with a net loss
of $397,390 on $2.0 million of revenues for the same period in
2011.

The Company's balance sheet at June 30, 2012, showed $1.2 million
in total assets, $3.9 million in total liabilities, and a
stockholders' deficit of $2.7 million.

Going Concern

As of June 30, 2012, and Dec. 31, 2011, the Company had an
accumulated deficit of $8.0 million and $8.1 million,
respectively.

As of June 30, 2012, and Dec. 31, 2011, the Company's current
liabilities exceeded its current assets by $823,054 and
$1.0 million, respectively.

"These factors raise substantial doubt about our ability to
continue as a going concern."

Hansen, Barnett, & Maxwell, P.C., in Salt Lake City, Utah,
expressed substantial doubt about ZYTO'S ability to continue as a
going concern, following the Company's results for the fiscal year
ended Dec. 31, 2011.  The independent auditors noted that the
Company has an accumulated deficit, and negative working capital.

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

                       http://is.gd/5ONpYk

Lindon, Utah-based ZYTO Corp.'s operations consist of the
manufacturing and distribution of biocommunication devices and
software designed to facilitate communication between computers
and the human body.


* Fitch Says 31 U.S. Issuers at Risk of Repeat Default
------------------------------------------------------
Fitch Ratings has identified 31 U.S. issuers that have previously
defaulted on debt and are at risk for a future default based on
their low speculative-grade ratings in a report published Aug. 21.

Fitch used an Issuer Default Rating (IDR) of 'B-' or lower to
screen historical defaulters for potential repeat offenders.

Within Fitch's U.S. High Yield Default Index there are 50 issuers
that have already defaulted twice or more since 2000, with two
issuers defaulting three times.  Distressed debt exchanges (DDEs)
were the most common source of the first defaults, and
bankruptcies were most frequently the cause of subsequent
defaults.

The average time between these 'round trip' defaults was about 34
months, but this average declined to 14 months in the 24 instances
that a DDE was the source of the initial default.

Companies with more than one default within a several-year period
provide useful examples of the primary reasons why initial
attempts at successful reorganization fail.  Key drivers of second
defaults are failure to resolve operating cost issues or
sufficiently reduce debt.  Second defaults are also frequent for
issuers in industries that are in a deep cyclical trough or
chronic decline.  Chapter 22 is the informal name for a second
Chapter 11 bankruptcy filing.

Fitch notes that compared to Chapter 7 liquidation, a second
bankruptcy or another DDE may provide issues with the chance to
preserve greater value for creditors, employees and other
constituencies through the restructuring process.  Debtors and
creditors will pursue the default option that maximizes value
based on their opinion of future cash flow and business prospects.

The full report 'Chapter 22 Bankruptcies and Other Repeat
Defaults' is available at http://www.fitchratings.com/.


* Fitch Says US High Yield Default Rate Falls Back to 2% in July
----------------------------------------------------------------
The trailing 12-month U.S. high yield default rate slipped back to
2% from 2.2% in June, according to a new report from Fitch
Ratings.  The month's lone default, the bankruptcy filing of
Patriot Coal, pushed the year-to-date issuer count to 20 and the
par value of bonds affected by defaults to $10.2 billion.  The two
metrics compare with 10 issuer defaults on $4.7 billion in bonds
over the same period in 2011.  Despite low activity in June and
July, Fitch expects the default rate to move higher and end the
year in a range of 2.5%-3%.

Fitch finds that the high-risk pool of 'CCC' or lower rated bonds
trading at 80% of par or lower remains significant at $55 billion.
Nearly all 2012 defaults have come from this troubled group.  The
par weighted default rate for this tier hit a year-to-date 15% in
July.

Examining the entire pool of bonds rated 'CCC' or lower, Fitch
finds that this slice of the market is growing larger in 2012.  At
the end of July, these issues represented 21% of market volume
($221.7 billion), up from 19% ($196.8 billion) at the beginning of
the year.  The 'CCC' share has now risen for three consecutive
months and is at its highest level since May 2010.

The weighted average recovery rate stood at 57.5% of par on
defaults through July.  The senior secured recovery rate was
79.1%, and the senior unsecured rate was 33.2%.


* Syracuse, N.Y. Seeks Legal Expert's Opinion for Info Purposes
---------------------------------------------------------------
Fitch Ratings in an Aug. 9 article said it believes the city of
Syracuse's objective for requesting a legal expert's opinion on
municipal bankruptcy is only informational and it is unlikely that
the city will pursue bankruptcy in the near future.

"We also expect the number of cities that express an interest in
bankruptcy procedures to increase, presenting challenges to
bondholders," Fitch said.

Fitch noted that Syracuse Mayor Stephanie Miner told The Wall
Street Journal that she has asked an outside legal expert to
prepare a legal memorandum about the process of municipal
bankruptcy, according to an article on August 7.

"We contacted the mayor to discuss the city's goals in this
inquiry and what steps the city has taken. Our conclusion, based
on this discussion, is that the city's objective at this time is
informational only. No credit factors indicate that bankruptcy is
a real possibility in the near future," Fitch said.

"We expect other cities to express an interest in bankruptcy
procedures more frequently as the fiscal stress drags on and that
this presents a challenge to bondholders. Some distressed
governments that inquire about bankruptcy will exhibit a modicum
of financial flexibility, satisfactory reserves, revenue-raising
options, or potential for spending cuts. These should be
distinguished from governments that inquire after exhausting
options and making public statements conveying the possibility of
a bankruptcy filing.

"We expect informational requests and bankruptcy filings to be
less frequent in states that provide intervention mechanisms for
local governments. The New York State Financial Control Board, for
example, was founded in 1975 and has been effective in helping
towns to avoid bankruptcy," according to Fitch.

"As the number of local governments that inquire about bankruptcy
rises we will continue to monitor the situations and report back,"
Fitch added.


* All Chapter 13 Payments May Go to Debtor's Lawyer
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that there is no rule making a Chapter 13 plan
automatically in bad faith if all payments under the plan go to
the bankrupt's lawyer, a panel for the U.S. Court of Appeals in
New Orleans ruled on Aug. 16, reversing the district court.  The
case involved an elderly individual whose only income was $1,060 a
month in Social Security benefits.  She owned a home worth $55,000
with a $40,600 mortgage requiring monthly payments of $327.

According to the report, she had more than $7,000 in credit card
debt.  Her bankruptcy lawyer in effect made a loan to cover filing
fees.  The plan called for the lawyer to receive a $2,800 fee
under a so-called no-look local rule, where the requested fee is
permitted unless someone objects.

The report relates that the bankruptcy court confirmed the plan
over an objection from the Chapter 13 trustee, who appealed to the
district court and won, overturning approval of the plan.  The
district judge would have sent the case back to the lower court
directing the bankruptcy judge to make a finding that the plan was
per se in bad faith, because all of the bankrupt's payments under
the plan would have gone to the lawyer.

The Bloomberg report disclosed that writing for the three-judge
court, Circuit Judge Patrick E. Higginbotham reversed and ruled
that the plan was properly confirmed.  He said that the bankruptcy
judge didn't abuse his discretion in concluding that the fee was
reasonable.  He also said there is no per se rule making a plan in
bad faith if all payments go to the lawyer.

The case is Sikes v. Crager (In re Crager), 11-30982, U.S. Court
of Appeals for the Fifth Circuit (New Orleans).


* Legal Name Not Required on UCC Financing Statement
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a U.S. district judge in Illinois ruled on Aug. 17
there is no requirement in the Uniform Commercial Code that a
person's legal name, or name on a birth certificate, must appear
on a financing statement for the resulting security interest to be
valid in bankruptcy.

According to the report, the bankruptcy judge voided a security
interest when the financing statement listed the debtor's name as
"Bennie A. Miller," a variant of names the bankrupt used.  His
birth certificate said "Ben Miller."  U.S. District Judge Michael
P. McCuskey interpreted the Illinois UCC as only requiring use of
a "correct name," not the person's legal name.

The Bloomberg report disclosed that for imposing a requirement not
contained in the UCC, McCuskey reversed the bankruptcy court and
held the security interest valid.

The case is State Bank of Arthur v. Miller (In re Miller),
12-02052, U.S. District Court, Central District Illinois
(Urbana).


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Sept. 13-14, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      9th Annual Complex Financial Restructuring Program
         Four Seasons Hotel, Las Vegas, Nev.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Sept. 13-15, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Southwest Bankruptcy Conference
         Four Seasons Hotel, Las Vegas, Nev.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Sept. 19-20, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      38th Annual Lawrence P. King and Charles Seligson
      Workshop on Bankruptcy & Business Reorganizations
         New York University School of Law, New York, N.Y.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Oct. 4, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts & Bolts: Bankruptcy Fundamentals for
      Young and New Practitioners
         Charles Evans Whittaker Courthouse, Kansas City, Mo.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Oct. 5, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      32nd Annual Midwestern Bankruptcy Institute & Consumer Forum
         Kansas City Marriott Downtown, Kansas City, Mo.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Oct. 5, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy 2012: Views from the Bench
         Georgetown University Law Center, Washington, D.C.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Oct. 8, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      5th Annual Chicago Consumer Bankruptcy Conference
         University of Chicago Gleacher Center, Chicago, Ill.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Oct. 18, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency & Restructuring Symposium
         Parco dei Principi Grand Hotel & Spa, Rome, Italy
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Oct. 26, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         San Diego Marriott Marquis and Marina, San Diego, Calif.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Nov. 1-2, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      Corporate Restructuring Competition
         Wharton University of Pennsylvania, Philadelphia, Pa.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Nov. 1-3, 2012
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Westin Copley Place, Boston, Mass.
            Contact: http://www.turnaround.org/

Nov. 12, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      Detroit Consumer Bankruptcy Conference
         [Location Undetermined]
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Nov. 26, 2012
   BEARD GROUP, INC.
      19th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact:             240-629-3300       or
http://bankrupt.com/

Nov. 29-30, 2012
   MID-SOUTH COMMERCIAL LAW INSTITUTE
      33rd Annual Bankruptcy & Commercial Law Seminar
         Nashville Marriott at Vanderbilt, Nashville, Tenn.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Nov. 29 - Dec. 1, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Dec. 4-8, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      ABI/SJUSL Mediation Training Symposium
         St. John's University, Queens, N.Y.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Feb. 20-22, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      VALCON
         Four Seasons Las Vegas, Las Vegas, Nev.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Apr. 10-12, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Chicago, Chicago, Ill.
            Contact: http://www.turnaround.org/

Apr. 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Gaylord National Resort & Convention Center,
         National Harbor, Md.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

June 13-16, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Mich.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

July 11-13, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Hyatt Regency Newport, Newport, R.I.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

July 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Amelia Island, Amelia Island, Fla.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Aug. 8-10, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hotel Hershey, Hershey, Pa.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Aug. 22-24, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nev.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Oct. 3-5, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Wardman Park, Washington, D.C.
            Contact: http://www.turnaround.org/

Nov. 1, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         Atlanta Marriott Marquis, Atlanta, Ga.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Dec. 2, 2013
   BEARD GROUP, INC.
      19th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact:             240-629-3300       or
http://bankrupt.com/

Dec. 5-7, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Terranea Resort, Rancho Palos Verdes, Calif.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: Aug. 15, 2012 (8:00 a.m.)



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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