TCR_Public/120824.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, August 24, 2012, Vol. 16, No. 235

                            Headlines

1946 PROPERTY: Sec. 341 Creditors' Meeting Set for Sept. 10
1946 PROPERTY: Files List of 20 Largest Unsecured Creditors
3210 RIVERDALE: Court Sets Sept. 20 as Claims Bar Date
AFFIRMATIVE INSURANCE: Moody's Lowers Corp. Family Rating to 'Ca'
AFRIKAN CENTERED: Voluntary Chapter 11 Case Summary

ALAN DENOIL JOHNSON: 10th Cir. BAP Flips Ruling in DSC Dispute
ALLIANCE HEALTHCARE: S&P Affirms 'B+' Corporate Credit Rating
AMERICA WEST: Incurs $14.1 Million Net Loss in Second Quarter
AMERICAN AIRLINES: Pilot Union Prepares to Take Strike Vote
AMERICAN AIRLINES: Cleared by Judge to Buy 11 Boeing Airplanes

AMERICAN AIRLINES: Can Hire Kelly Hart for Trademark Issues
AMERICAN AIRLINES: HTL Sues American Eagle for Breach
AMERICAN AIRLINES: Unsecureds Seek to Intervene in Suit v Retirees
AMERICAN AIRLINES: Reaches Deal Over Tulsa Bond Payments
AMERICAN AIRLINES: Can't Bar PSAs' Voting, Says CWA

AMERICAN AIRLINES: Judge Dismisses Travelport Counterclaims
AMERICAN DEFENSE: Incurs $130,300 Net Loss in Second Quarter
AMERICAN LUBEFAST: Files for Chapter 11 Bankruptcy
AMERICAN PATRIOT: Incurs $232,300 Net Loss in Second Quarter
ATP OIL: Wins Interim Approval for New Secured Financing

AUTO CARE: Case Summary & 11 Unsecured Creditors
AUSTRALIAN-CANADIAN OIL: Has $45,400 Net Loss in Second Quarter
AXION INTERNATIONAL: Incurs $1.7 Million Net Loss in 2nd Quarter
BAILEY-PVS OXIDES: Case Summary & Largest Unsec. Creditors
BALQON CORP: Incurs $832,000 Net Loss in Second Quarter

BERNARD L. MADOFF: Customers to Get $2.4 Billion or 33.5%
BIOFUELS POWER: Incurs $595,400 Net Loss in First Half of 2012
BISON BUILDING: Texas Supreme Court Flips Ruling on Aldridge Case
BITI LLC: Section 341(a) Meeting Set for Sept. 7
BROADSIGN INT'L: Plan Up for Approval at Oct. 2 Confirmation

BROADVIEW NETWORKS: To Seek Approval of Prepack Plan Oct. 3
BROADVIEW NETWORKS: Case Summary & 30 Largest Unsecured Creditors
BROWNIE'S MARINE: Incurs $301,000 Net Loss in Second Quarter
BUSINESS DEVELOPMENT: Case Summary & Unsecured Creditor
CHILE MINING: Incurs $1.2 Million Net Loss in June 30 Quarter

CHINA DU KANG: Files Complete Periodic Report for Second Quarter
CHINA HYDROELECTRIC: Reports $7.7-Mil. Net Income in 2nd Quarter
CHINA FRUITS: Had Net Loss of $168,200 in Second Quarter
CHINA GREEN: Incurs $498,000 Net Loss in Second Quarter
CHINA TEL GROUP: Incurs $3.6 Million Net Loss in Second Quarter

CLASSIC MEDICAL: Case Summary & 20 Largest Unsecured Creditors
CONSOLIDATED TRANSPORT: Case Summary & Creditors List
CORE HOLDING: Calif. App. Court Rules on Premier Capital Dispute
DECOR PRODUCTS: Reports $954,800 Net Income in Second Quarter
DEMREX INDUSTRIAL: Status Conference Held Aug. 20

D.R.B. INC.: Case Summary & 20 Largest Unsecured Creditors
DUNHILL COMPANIES: Case Summary & 7 Unsecured Creditors
DUTCH GOLD: Incurs $406,400 Net Loss in Second Quarter
DVORKIN HOLDINGS: Sec. 341 Creditors' Meeting Set for Sept. 18
DVORKIN HOLDINGS: Status Hearing Set for Dec. 17

EASTGATE TOWER: Wins Plan-Support Agreement Approval
EGPI FIRECREEK: Had $1.3 Million Net Loss in Second Quarter
EGPI FIRECREEK: Incurs $1.3 Million Net Loss in Second Quarter
EPAZZ INC: Reports $97,900 Net Income in Second Quarter
FIDELITY NATIONAL: Moody's Affirms '(P)Ba1' Sub. Debt Rating

FIRST DATA: Extends Credit Suisse Credit Agreement Until 2017
FLETCHER ASSET: Fund Wants Chapter 11 Trustee to Take Over
FRIENDFINDER NETWORKS: S&P Cuts CCR to 'CCC' on Refinancing Risk
FUELSTREAM INC: Incurs $791,000 Net Loss in Second Quarter
FUELSTREAM INC: Has $791,300 Net Loss in Second Quarter

FULLCIRCLE REGISTRY: Reports $91,900 Net Loss in Q2 2012
FURRS SUPERMARKETS: Court Sustains Objection to Coca-Cola Claim
GENE CHARLES: Gulf Coast Says Bankruptcy Filed in Bad Faith
GENERAL GROWTH: Pershing's Bill Ackman Lobbies for Sale
GENERAL MOTORS: HILCO TRADING to Develop Former Facility in Ohio

GLOBAL HOSPITALITY: Case Summary & 8 Unsecured Creditors
GOODRICH CORP: Moody's Withdraws '(P)Ba1' Seniority Shelf Rating
GREENLEAF BAY: Case Summary & 3 Unsecured Creditors
GULF COLORADO: Court Allows Payment to Hulcher & C-Metro
GULF COLORADO: Ronald Hornberger Named Chapter 11 Trustee

GULF COLORADO: Taps Jeremy Fortin to Assist in Managing Railway
GULF COLORADO: Wants to Hire Shackelford Melton as Attorney
H&M OIL: Says Liquidating Chapter 11 Plan Is Likely
HAWKER BEECHCRAFT: Won't Dump Pension Plans in Bankruptcy
HAWKER BEECHCRAFT: Machinists to Vote Pension Proposal

HEALTHCARE OF FLORENCE: Hearing on Case Dismissal Today
HEXCEL CORP: Moody's Rates Sr. Secured Credit Facilities 'Ba1'
HOMELAND SECURITY: Incurs $448,000 Net Loss in Second Quarter
HOMER VENTURES: Case Summary & 20 Largest Unsecured Creditors
HOWREY LLP: Chapter 11 Trustee Files First Interim Report

IDO SECURITY: Incurs $1.5 Million Net Loss in Second Quarter
IMPERIAL PETROLEUM: Weaver Martin Resigns as Accountants
INFUSION BRANDS: Incurs $1.6 Million Net Loss in Second Quarter
INKSURE TECHNOLOGIES: Had $420,000 Net Loss in Second Quarter
INNOVATIVE FOOD: Incurs $989,622 Net Loss in Second Quarter

INSIGHT PHARMACEUTICALS: S&P Alters Ratings Outlook to Negative
INTERNAL FIXATION: Incurs $622,000 Net Loss in Second Quarter
IQOR HOLDINGS: S&P Affirms 'B-' Corp. Credit Rating; Outlook Neg
IWILL70 PROPERTIES: Case Summary & Unsecured Creditor
JHCI ACQUISITION: Moody's Affirms 'B3' CFR; Outlook Negative

JOSEPH-FENTON LAND: Case Summary & 3 Unsecured Creditors
KB TOYS: Claim Purchasers Subject to Same Disability of Creditors
KIWIBOX.COM INC: Incurs $5 Million Net Loss in Second Quarter
KRYSTAL INFINITY: Sec. 341 Creditors' Meeting Set for Sept. 18
LEHMAN BROTHERS: Wins OK for Deutsche Bank Swap Settlement

LEHMAN BROTHERS: ADR Settlements to Bring in $1.21 Billion
LEHMAN BROTHERS: SIPA Trustee's BlackRock Settlement Approved
LIFECARE HOLDINGS: Stuart Walker Named Interim CFO
LLC WHOLESALE: Voluntary Chapter 11 Case Summary
LOCATION BASED: Adjourns Shareholder Meeting Until Sept. 12

MARCUM TRANSPORT: Case Summary & 19 Largest Unsecured Creditors
MARKETING WORLDWIDE: Incurs $5.1 Million Net Loss in June 30 Qtr.
MCC FINANCE: Moody's Withdraws 'B2' Senior Secured Debt Rating
MCFORE, INC.: Case Summary & 8 Unsecured Creditors
MEADWESTVACO CORP: Moodys Lifts Sr. Unsec. Debt Ratings From Ba1

MEDFORD VILLAGE: Status Hearing Set for Oct. 4
MICHAEL OHAYON: Bankruptcy Court Lifts Lis Pendens
MOLYCORP INC: S&P Affirms 'CCC+' Corporate Credit Rating
MUSCLEPHARM CORP: Reports $6.2 Million Net Income in 2nd Quarter
NEOGENIX ONCOLOGY: Auction Sept. 11, Competing Bids Due Sept. 6

OCEAN BREEZE: Hiring Furr and Cohen as Bankruptcy Counsel
OCEAN BREEZE: Hearing on Further Cash Use on Aug. 30
OPTIONS MEDIA: Incurs $1.7 Million Net Loss in Second Quarter
PACIFIC DEVELOPMENT: Has Court's Nod to Hire Cushman as Appraiser
PACIFIC MONARCH: Completes $350 Million Asset Sale

PAINTED HILLS: Files for Bankruptcy; Challenges Bank Debt
PAYMENT DATA: Reports $104,000 Net Income in Second Quarter
PEGASUS RURAL: 700 Megahertz Licenses Go for Credit Bid
PENN TREATY: Broadbill Partners Discloses 5.7% Equity Stake
POSITIVEID CORP: Incurs $1.8 Million Net Loss in Second Quarter

QUAMTEL INC: Had $1 Million Net Loss in Second Quarter
QUAMTEL INC: Incurs $1 Million Net Loss in Second Quarter
RANCHO REFLECTIONS: Case Summary & 6 Unsecured Creditors
RCF KITCHENS: Indiana Organic Food Plant Brings in $13 Million
REAL ESTATE ASSOCIATES: Has No Remaining Investment in Ivywood

REVEL ATLANTIC: Moody's Lowers Corporate Family Rating to 'Caa2'
ROTHSTEIN ROSENFELDT: Creditors Want Hedge Funds Accord Tossed
RUIDOSO VENDING: Court Says Buyer Only Paid for "Junk" Assets
SAGAMORE PARTNERS: Court Says Brown Affidavit Admissible
SANTA YSABEL RESORT: Argues for Chapter 11 Eligibility

SANTEON GROUP: RBSM LLP Raises Going Concern Doubt
SCHUPBACH INVESTMENTS: Court Says No to Substantive Consolidation
SEVEN SEAS: S&P Cuts Rating on $225MM Sr. Secured Notes to 'CCC+'
SHADAI YIRE: SEC Charges Puerto Rico-Based Ponzi Scheme
SHIVA INVESTMENTS: Voluntary Chapter 11 Case Summary

SIERRA NEGRA: Case Summary & 3 Unsecured Creditors
SIMMONS FOODS: S&P Affirms 'CCC+' Corp. Credit Rating; Outlook Neg
SKINNY NUTRITIONAL: Incurs $1.8 Million Net Loss in 2nd Quarter
SMART-TEK SOLUTIONS: Incurs $1.9MM Comprehensive Loss in Q2
SOLYNDRA LLC: Seagate Has $90.3-Mil. Offer for Fremont Facility

SUNRISE REAL ESTATE: Incurs $439,913 Net Loss in Second Quarter
SUN RIVER: LightfootGuestMoore&Co Raises Going Concern Doubt
SUNVALLEY SOLAR: Reports $24,000 Net Income in Second Quarter
SWARTVILLE LLC: Plan Rejected, Fails to Meet Cramdown Provision
SYMS CORP: Dissident Unsecureds Want Postpetition Interest

TELIPHONE CORP: Had $284,400 Net Loss in June 30 Quarter
TOWER OAKS: Court Dismisses Chapter 11 Case
TRI-VALLEY CORP: U.S. Trustee Unable to Appoint Committee
TRI-VALLEY CORP: Section 341(a) Meeting Set for Sept. 13
UNILAVA CORP: Incurs $459,000 Net Loss in Second Quarter

UNISERV, LLC: Case Summary & 20 Largest Unsecured Creditors
UNIVERSAL BIOENERGY: Incurs $2 Million Net Loss in Second Quarter
VANITY EVENTS: Reports $664,900 Net Income in Second Quarter
VELO HOLDINGS: Judge Clears $39.2 Million Sale
VIEW SYSTEMS: Incurs $1.7 Million Net Loss in 2011

VIEW SYSTEMS: Incurs $181,000 Net Loss in First Quarter
VIEW SYSTEMS: Incurs $216,900 Net Loss in Second Quarter
VIKING SYSTEMS: Incurs $890,000 Net Loss in Second Quarter
VUZIX CORP: Reports $3.7 Million Net Income in Second Quarter
W.R. GRACE: Files Post-Confirmation Report for June 30 Quarter

W.R. GRACE: Files Post-Confirmation Report for March 31 Quarter
W.R. GRACE: Anderson Memorial Amends Plan Appeal
W.R. GRACE: Wins OK to Settle U.S. Claims Over Weedsport Site
WALLDESIGN INC: Employees Granted Conditional Certification
WILSON FABER: Case Summary & Largest Unsecured Creditor

WOUND MANAGEMENT: Incurs $29,650 Net Loss in Second Quarter
ZEEKREWARDS.COM: Ken Bell Named as Temporary Receiver
ZHONG WEN: Reports $17,275 Net Income in Second Quarter

* Real Cost of Default is Higher, Stanford Business School Says
* Moody's Says US Credit Card Charge-Offs Up Slightly in July
* Brokerage Audits Consistently Found Deficient
* Clifford Chance Discusses Court Decision on Claim Purchasers

* BOOK REVIEW: Corporate Venturing -- Creating New Businesses

                            *********

1946 PROPERTY: Sec. 341 Creditors' Meeting Set for Sept. 10
-----------------------------------------------------------
The U.S. Trustee in San Antonio, Texas, will convene a Meeting of
Creditors under 11 U.S.C. Sec. 341(a) in the Chapter 11 case of
1946 Property LLC on Sept. 10, 2012, at 10:30 a.m. at San Antonio
Room 333.

Proofs of claim are due in the case by Dec. 10.

1946 Property, LLC, filed a bare-bones Chapter 11 petition (Bankr.
W.D. Tex. Case No. 12-52489) in San Antonio on Aug. 7, 2012.  The
Debtor, a Single Asset Real Estate as defined in 11 U.S.C. Sec.
101(51B), owns property in 1946 Northeast Loop 410, in San
Antonio.  Bankruptcy Judge Leif M. Clark presides over the case.
Vickie L. Driver, Esq., at Coffin & Driver, PLLC.  In its
petition, the Debtor estimated $10 million to $50 million in
assets and debts.  The petition was signed by Edward Reese,
manager.


1946 PROPERTY: Files List of 20 Largest Unsecured Creditors
-----------------------------------------------------------
1946 Property LLC filed with the Bankruptcy Court a List of
Creditors Holding 20 Largest Unsecured Claims, disclosing:

     Entity                          Amount of Claim
     ------                          ---------------
River City Steamers                     $9,950.07
1141 N. Loop 1604 E
#105-125
San Antonio, TX 78232

Pegasus Carpet Care                     $9,219.86
26002 Mesa Oaks Drive
San Antonio, TX 78255

Alfonso's Lawncare & General            $6,690.78
Construction
3700 Fredericksburg Road
Ste. 113
San Antonio, TX 78201

Impact Floors of Texas                  $6,105.23

Rasa Floors & Carpet Cleaning           $5,930.95

Color Genesis LLC                       $5,351.79

CJM Cleaning                            $4,355.82

Redi Carpet                             $3,596.83

Anaqua Pools LLC - Dan Lammay           $3,327.55

Maintenance Supply LP                   $3,095.20

Apartment Hunters Inc.                  $3,032.75

BG Personnel Services LP                $2,911.99

Carpet Maxx                             $2,699.03

Allied Waste Service                    $2,688.47

A $1 Move Apartment Locators LLC        $2,587.00

Synergy Properties                      $2,446.75

CPS Energy                              $2,271.71

Hope Apartment Locators                 $2,230.50

Independence Carpet Care, LLC           $2,013.44

Texas Relocation Experts LLC            $1,692.00

1946 Property, LLC, filed a bare-bones Chapter 11 petition (Bankr.
W.D. Tex. Case No. 12-52489) in San Antonio on Aug. 7, 2012.  The
Debtor, a Single Asset Real Estate as defined in 11 U.S.C. Sec.
101(51B), owns property in 1946 Northeast Loop 410, in San
Antonio.  Bankruptcy Judge Leif M. Clark presides over the case.
Vickie L. Driver, Esq., at Coffin & Driver, PLLC.  In its
petition, the Debtor estimated $10 million to $50 million in
assets and debts.  The petition was signed by Edward Reese,
manager.


3210 RIVERDALE: Court Sets Sept. 20 as Claims Bar Date
------------------------------------------------------
The Hon. James M. Peck of the U.S. Bankruptcy Court for the
Southern District of New York established Sept. 20, 2012, as the
deadline for any individual or entity to file proofs of claim
against 3210 Riverdale Associates LLC.

                      About 3210 Riverdale

Bronx, New York-based 3210 Riverdale Development LLC filed for
Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 12-11109) on
March 20, 2012.  Judge James M. Peck is assigned to the Debtor's
bankruptcy case.

3210 Riverdale owns certain real property and improvements located
at 3210 Riverdale Ave., 3217 Irwin Ave., and 3219 Irwin Ave., in
Bronx.  The Chapter 11 filing stays an auction scheduled by the
secured lender.  At the behest of HSBC Capital (USA) Inc.,
administrative lender, New York auctioneer Sheldon Good & Company
was set to conduct a public auction March 21 of 100% of the
limited liability company interests in 3210 Riverdale, pledged by
the Debtor to the lenders.

Riemer & Braunstein LLP, in New York, represented HSBC Capital in
the proposed sale.

Mark J. Friedman P.C., withdrew as counsel to the Debtor due to
breakdown in communication.

The Debtor is currently represented by:

         Jonathan S. Pasternak, Esq.
         RATTET PASTERNAK, LLP
         550 Mamaroneck Avenue, Suite 510
         Harrison, NY 10528
         E-mail: jpasternak@rattetlaw.com

The parties behind 3210 Riverdale Avenue Partners LLC are:

         Michael Davis
         PLYMOUTH GROUP
         450 West 33rd Street, Suite 187
         New York, NY 10001
         Tel: 212-695-7930
         Fax: 646-403-4618
         E-mail: Michael.davis@plymouthgroup.com

            - and -

         Laurence Rappaport
         KABR GROUP
         10 Forest Avenue
         Paramus, NJ 07652
         Tel: 201-845-2555
         Fax: 201-843-0745
         E-mail: lrappaport@kabrgroup.com

The Senior Lenders are represented by:

         Andrew C. Gold, Esq.
         HERRICK, FEINSTEIN LLP
         2 Park Avenue
         New York, NY 10016
         Tel: 212-592-1459
         E-mail: agold@herrick.com


AFFIRMATIVE INSURANCE: Moody's Lowers Corp. Family Rating to 'Ca'
-----------------------------------------------------------------
Moody's Investors Service lowered the insurance financial strength
ratings (IFS) of Affirmative Insurance Company (AIC) and Insura
Property and Casualty Insurance Company, both subsidiaries of
Affirmative Insurance Holdings, Inc. (Affirmative), to B3 from B1.
In the same rating action, Moody's lowered the corporate family
rating of Affirmative to Ca from Caa2 and the senior secured
credit rating of its bank credit facility to Ca from Caa2. The
ratings remain under review for possible downgrade, pending the
outcome of the company's plan to resolve a deficiency with a loss
reserve requirement under the Illinois Insurance Code.

Ratings Rationale

According to Moody's, the downgrades reflect the company's further
weakened financial condition through the first six months of 2012
including poor profitability, a 16% decline in statutory surplus
to $57.3 million, ongoing negative statutory operating cash flows,
elevated potential to breach covenants in its bank credit
facility, and substantial execution risks related to insurance
operations. The company's regulated insurance operations have been
in a negative unassigned surplus position (negative $127 million
for the lead company at June 30, 2012) and are not permitted to
dividend funds to the parent without regulatory approval. Given
its deteriorating fundamentals, the company exercised the deferral
feature of its trust preferred securities in February 2012 in
order to preserve cash.

The ratings review will focus on the progress of the company's
plan to resolve a deficiency under an Illinois Insurance Code loss
reserve requirement by September 30, 2012. Affirmative Insurance
Company (AIC), the lead insurance company of the group, was
deficient by $18.9 million (as of 12/31/11) in the requirement to
hold a qualifying amount of investments relative to loss and loss
adjustment expense reserves. Management is working to cure the
deficiency, however, as disclosed in Affirmative's most recent
quarterly SEC filing, if AIC is not compliant as of September 30,
2012, the Illinois Department of Insurance could take one or more
actions authorized by law for insurers deemed to be in hazardous
financial condition.

Affirmative had a consolidated GAAP shareholders' deficit of $95.4
million as of June 30, 2012, reflecting a $141.8 million goodwill
and intangible asset impairment charge taken in the fourth quarter
of 2011. The company has $23.4 million and $14.5 million in
goodwill and other intangibles, respectively, as of June 30, 2012.

Although the substantial majority of debt service is supported by
unregulated cash flows from agent's commissions and premium
finance fees, both sources depend to a meaningful extent on the
premium revenues of the insurance operations. Following a large
quota share reinsurance agreement, the company's net premiums
written have further fallen by 3.5% during the first six months
placing added pressure on expenses. Further deterioration in the
insurance subsidiaries could adversely impact the magnitude of
Affirmative's unregulated cash flows to the holding company.

The following ratings were downgraded and remain on review for
downgrade:

  Affirmative Insurance Holdings, Inc. -- senior secured bank
  credit facility to Ca from Caa2; corporate family rating to Ca
  from Caa2;

  Affirmative Insurance Company -- insurance financial strength to
  B3 from B1;

  Insura Property & Casualty Company -- insurance financial
  strength to B3 from B1.

Affirmative Insurance, based in Addison, Texas, is a producer and
provider of non-standard personal automobile insurance to
consumers in highly targeted geographic markets. The company
offers products in 8 states including Louisiana, Texas, Alabama
and Illinois. For the first six months of 2012, Affirmative
reported revenues of $103.2 million and a net loss of $14.2
million. As of June 30, 2012, Affirmative's shareholders' deficit
was $95.4 million.

The principal methodology used in this rating was Moody's Global
Rating Methodology for Property and Casualty Insurers published in
May 2010.


AFRIKAN CENTERED: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Afrikan Centered Education Taskforce, Inc.
          aka ACETI
              ACE
              ACECC
        5737 Swope Parkway
        Kansas City, MO 64130

Bankruptcy Case No.: 12-43429

Chapter 11 Petition Date: August 17, 2012

Court: U.S. Bankruptcy Court
       Western District of Missouri (Kansas City)

Judge: Dennis R. Dow

Debtor's Counsel: Aunna L. Peoples, Esq.
                  BARNES LAW FIRM, LLC
                  919 West 47th Street
                  Kansas City, MO 64112
                  Tel: (816) 221-4321
                  Fax: (816) 471-4321
                  E-mail: peopleslawkc@sbcglobal.net

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Ajamu Webster, chairman.


ALAN DENOIL JOHNSON: 10th Cir. BAP Flips Ruling in DSC Dispute
-------------------------------------------------------------
The Bankruptcy Appellate Panel for the Tenth Circuit reversed a
bankruptcy ruling that Alan Denoil Johnson intended to deceive DSC
National Properties LLC in order to secure a prepetition loan.
Mr. Johnson took an appeal from the Bankruptcy Court's Final
Judgment and Order excepting from discharge, under 11 U.S.C. Sec.
523(a)(2)(A), the debt owed to DSC.

Mr. Johnson, the sole owner of South Willows Ranches LLC, pledged
12 shares of Grantsville Irrigation Company stock and 10.4 acre-
feet of water rights as additional collateral for the $197,731 in
loans from DSC.

South Willows and Mr. Johnson defaulted on the Note.  On Nov. 24,
2008, Mr. Johnson and Shelley Coon Johnson filed a petition for
Chapter 11 bankruptcy relief.

After obtaining relief from the automatic stay, DSC sold the Stock
for $35,000 and attempted to foreclose on the Water Right.  In
preparing for the foreclosure proceeding, DSC obtained a title
report that reflected that Mr. Johnson did not own 10.4 acre-feet
of the Water Right.  On May 29, 2009, DSC filed an adversary
complaint alleging that Mr. Johnson's representation that he owned
10.4 acre-feet in the Water Right was false; Mr. Johnson had made
the representation with the intent to deceive DSC; DSC relied upon
the representation in extending credit; had DSC known the
representation was false, it would not have loaned Johnson
$197,731; and DSC was damaged by Mr. Johnson's default on the
Note.  DSC sought damages and a declaration the debt was excepted
from discharge under 11 U.S.C. Sec. 523(a)(2)(A).

In his defense, Mr. Johnson contended that he honestly believed
that he owned 10.4 acre-feet of the Water Right when he pledged it
to DSC, and therefore he lacked an intent to deceive DSC.

The case is DSC NATIONAL PROPERTIES, LLC, Plaintiff-Appellee, v.
ALAN DENOIL JOHNSON, Defendant-Appellant, and SHELLEY COON
JOHNSON, Defendant, BAP No. UT-11-105, Bankr. No. 08-28292, Adv.
No. 09-02214 (10th Cir. BAP).  A copy of the Court's Aug. 15, 2012
Opinion is available at http://is.gd/MV3IcGfrom Leagle.com.  The
Tenth Circuit BAP consists of Bankruptcy Judges Elizabeth E.
Brown, Dana L. Rasure, and Dale L. Somers.  Judge Rasure wrote the
decision.

Joe Cartwright, Esq. -- joe@cartwrightlawfirm.com -- at Cartwright
Law Firm, P.C., Salt Lake City, Utah, represents Mr. Johnson.

Joseph M.R. Covey, Esq. -- jcovey@parrbrown.com -- at Parr Brown
Gee & Loveless, in Salt Lake City, Utah, argues for DSC.


ALLIANCE HEALTHCARE: S&P Affirms 'B+' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Alliance
Healthcare to stable from negative. "We affirmed the 'B+'
corporate credit rating and 'B-' senior unsecured issue-level
ratings. We also revised our senior secured issue-level rating to
'BB-' from 'B+', and the recovery rating to '2' from '3',
reflecting substantial recovery (70% to 90%) in the event of a
default," S&P said.

"The outlook revision reflects management's success in stabilizing
the business in the face of negative industry trends by closing
unprofitable fixed sites, rationalizing mobile operations and
exiting less profitable contracts, segmenting customer accounts,
and cutting costs," said Standard & Poor's credit analyst Cheryl
Richer. "The higher recovery rating for the senior secured debt is
primarily a reflection of a decline in the estimated amount of
senior secured debt outstanding in our simulated default
scenario."

"The stable outlook on Alliance Healthcare reflects our belief
that the company will grow EBITDA and repay debt to remain
comfortably in compliance with its covenant cushions, which step
down on Sept. 30, 2012 and again on Sept. 30, 2013. Despite top-
line pressures, the company has demonstrated success in improving
EBITDA and EBITDA margin, which exceeded 30% for the second
quarter of 2012. Strong internally generated cash flow is
sufficient to fund capital expenditures, including business
expansion opportunities, as well as repay debt and make modest
scale acquisitions. Still, weak overall market demand and in
particular the vulnerability regarding mobile customers, could
jeopardize our base case assumptions. Assuming Alliance Healthcare
uses current cash on hand to repay debt, we estimate that a 5%
revenue decline over the next 18 months combined with a 200-basis-
point EBITDA margin contraction, per our calculations, would
increase debt leverage to about 4.3x, and could result in a
downgrade. Alternatively, improved business prospects that would
lead to a 5% revenue increase and 200-basis-point EBITDA margin
increase would result in about 3.5x debt leverage and could lead
to an upgrade, although we consider this scenario unlikely in the
next year," S&P said.


AMERICA WEST: Incurs $14.1 Million Net Loss in Second Quarter
-------------------------------------------------------------
America West Resources, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $14.14 million on $4.04 million of total revenue for
the three months ended June 30, 2012, compared with a net loss of
$3.82 million on $4 million of total revenue for the same period
during the prior year.

The Company reported a net loss of $16.85 million on $8.10 million
of total revenue for the six months ended June 30, 2012, compared
with a net loss of $10.35 million on $7.49 million of total
revenue for the same period a year ago.

The Company's balance sheet at June 30, 2012, showed $18.76
million in total assets, $32.75 million in total liabilities and a
$13.99 million total stockholders' deficit.

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

                        http://is.gd/jvuqVh

                        About America West

Based in Salt Lake City, Utah, America West Resources, Inc., is an
established domestic coal producer engaged in the mining of clean
and compliant (low-sulfur) coal.  The majority of the Company's
coal is sold to utility companies for use in the generation of
electricity.

The Company reported a net loss of $23.46 million in 2011,
compared with a net loss of $16.14 million in 2010.

Hansen, Barnett & Maxwell, P.C., issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31,2011, citing working capital deficit and
significant losses which raised substantial doubt about the
Company's ability to continue as a going concern.


AMERICAN AIRLINES: Pilot Union Prepares to Take Strike Vote
-----------------------------------------------------------
Susan Carey at Dow Jones' Daily Bankruptcy Review reports that the
union representing pilots at AMR Corp.'s American Airlines said
Aug. 15 that its board directed its officers to conduct a strike
vote of the membership and begin electronic balloting "upon the
first action of AMR to impose" contract terms on the group.

                      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: Cleared by Judge to Buy 11 Boeing Airplanes
--------------------------------------------------------------
Joseph Checkler at Dow Jones' Daily Bankruptcy Review reports that
a judge on Aug.15 said American Airlines parent AMR Corp. can buy
11 new airplanes from Boeing Co. and then enter into a sale-
leaseback transaction for those planes.

                      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: Can Hire Kelly Hart for Trademark Issues
-----------------------------------------------------------
AMR Corp. and its affiliated debtors received a go-signal from the
U.S. Bankruptcy Court for the Southern District of New York to
hire Kelly Hart & Hallman LLP as their special litigation counsel.

Kelly Hart has served as AMR's "ordinary course" professional.
Its fees and expenses, however, have already exceeded the $50,000
monthly cap and are expected to exceed $500,000 over the course of
AMR's bankruptcy case.

The firm will continue to provide the same services, which include
representing AMR in trademark enforcement and labor dispute
lawsuits, and documenting aircraft financing deals.

In exchange for its services, Kelly Hart will be paid on an hourly
basis and will be reimbursed of its expenses.  The firm's hourly
rates range from $275 to $550 for partners; $195 to $345 for
associates; and $150 to $220 for paraprofessionals.

In a declaration, Dee Kelly Jr., managing partner at Kelly Hart,
disclosed the firm does not represent interests adverse to AMR and
its affiliated debtors.

                     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: HTL Sues American Eagle for Breach
-----------------------------------------------------
HTL Operating LLC filed a complaint against American Eagle
Airlines Inc. for alleged breach of contract.

The contract dated December 22, 2010, requires HTL to provide
hotel accommodations to American Eagle's crewmembers and other
employees.

American Eagle allegedly failed to make payments for HTL's
services in violation of the terms of the contract.  The airline
allegedly owes $27,679 as of November 29, 2011.

The 9-page complaint seeks determination that the services
agreement is a "forward contract," that HTL Operating has the
right to terminate the contract, and that it has an allowed
general unsecured claim of $27,679.

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: Unsecureds Seek to Intervene in Suit v Retirees
------------------------------------------------------------------
The official committee of AMR Corp.'s unsecured creditors has
filed a motion to intervene in a lawsuit the company filed against
another committee representing the airline's retired workers.

AMR and its subsidiaries, including American Airlines Inc., filed
a complaint early last month seeking court declaration that they
are under no legal compulsion to continue to provide health and
welfare benefits to retirees.

The company said the retirees hold no vested right to the benefits
it currently provides since it has not made any promises and has
reserved their rights to modify the benefit plans.

The case is AMR Corp. v. Committee of Retired Employees, 12-01744,
U.S. Bankruptcy Court, Southern District of New York (Manhattan).

A court hearing on the motion was scheduled for August 22.
Objections were due by August 20.

The case is AMR Corp. v. Committee of Retired Employees, 12-
01744, U.S. Bankruptcy Court, Southern District of New York
(Manhattan).

                      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: Reaches Deal Over Tulsa Bond Payments
--------------------------------------------------------
AMR Corp. had settled a dispute with bond trustees regarding the
distribution of approximately $28 million in debt payments to
bondholders of a trust run by Tulsa Municipal Airport, Law360
reported.

Pending approval, Bank of New York Mellon Corp. and BOK Financial
Corp. will distribute approximately $28.5 million to bondholders
who purchased the Tulsa debt, which had matured in December 2011,
according to the 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: Can't Bar PSAs' Voting, Says CWA
---------------------------------------------------
The Communications Workers of America urged the Fifth Circuit to
reverse a decision blocking a vote on whether it can represent
nearly 10,000 passenger service agents who are fighting an
injunction suit by American Airlines Inc., Law360 reported.

CWA lodged a brief appealing a June 22 decision that prevented the
National Mediation Board from holding an election on the union's
bid to represent about 9,400 American Airlines workers.

                      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: Judge Dismisses Travelport Counterclaims
-----------------------------------------------------------
A Texas federal judge dismissed Travelport Ltd.'s counterclaims
against American Airlines Inc., Law360 reported.

U.S. District Judge Terry Means ruled that Travelport lacked
standing to bring the antitrust allegations in the airline's suit
over an alleged plot to keep it out of the airline booking
business, according to the report.

Judge Means said the fare data distributor could not bring its
counterclaims alleging anti-competitive behavior on American
Airlines' part that led to monopoly power on various routes
because it had not suffered direct antitrust injury from the
alleged plot.

                      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 DEFENSE: Incurs $130,300 Net Loss in Second Quarter
------------------------------------------------------------
American Defense Systems, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $130,309 on $1.73 million of contract revenues earned
for the three months ended June 30, 2012, compared with a net loss
of $1.77 million on $1.82 million of contract revenues earned for
the same period a year ago.

The Company reported a net loss of $525,578 on $3.62 million of
contract revenues earned for the six months ended June 30, 2012,
compared with net income of $10.19 million on $4.33 million of
contract revenues earned for the same period during the prior
year.

The Company's balance sheet at June 30, 2012, showed $2.25 million
in total assets, $2.97 million in total liabilities, all current,
and a $723,370 total shareholders' deficiency.

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

                         http://is.gd/P9MsGX

                       About American Defense

Hicksville, N.Y.-based American Defense Systems, Inc., is a
defense and security products company engaged in three business
areas: customized transparent and opaque armor solutions for
construction equipment and tactical and non-tactical transport
vehicles used by the military; architectural hardening and
perimeter defense, such as bullet and blast resistant transparent
armor, walls and doors.  The Company also operates the American
Institute for Defense and Tactical Studies.  The Company is in the
process of negotiating a sale or disposal of the portion of its
business related to the operation of a live-fire interactive
tactical training range location in Hicksville, N.Y.  The portion
of the Company's business related to vehicle anti-ram barriers
such as bollards, steel gates and steel wedges that deploy out of
the ground was sold as of March 22, 2011.

After auditing the 2011 financial statements, Marcum LLP, in
Melville, New York, 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 $867,000, an accumulated deficit of $17.0 million,
shareholders' deficiency of $235,000 and cash on hand of $132,000.
The Company had operating losses of $3.30 million and
$3.69 million for the years ended Dec. 31, 2011 and 2010,
respectively.  The Company had income from continuing operations
for the year ended Dec. 31, 2011, of $6.83 million, including a
gain of $12.8 million on the redemption of mandatorily redeemable
preferred stock, and a loss from continuing operations for the
year ended Dec. 31, 2010, of $8.17 million.  The Company had net
income (losses) of $9.37 million and $(9.38 million) for the years
ended Dec. 31, 2011 and 2010, respectively.


AMERICAN LUBEFAST: Files for Chapter 11 Bankruptcy
--------------------------------------------------
Lawrenceville, Georgia-based American Lubefast, LLC, filed for
Chapter 11 bankruptcy (Bankr. N.D. Ga. Case No. 12-70554) on
Aug. 16, 2012.  Bankruptcy Judge C. Ray Mullins presides over the
case.  Anna Mari Humnicky, Esq., and Karen Fagin White, Esq., at
Cohen Pollock Merlin & Small, serve as the Debtor's counsel.  In
its petition, the Debtor estimated $1 million to $10 million in
assets and $10 million to $50 million in debts.

Joshua Sisco, writing for DealFlow Media's Turnarounds &
Restructurings, reports that American LubeFast sought Chapter 11
bankruptcy protection more than a year after a deadline expired
for it to finish paying a $4.4 million settlement with BP
Lubricants.

Affiliates American Lubefast Franchising, Inc. (Case No. 12-70555)
and Lubefast Remote, LLC (Case No. 12-70557) also filed for
bankruptcy.  Lubefast Remote estimated $1 million to $10 million
in both assets and debts.

A copy of American Lubefast's list of its 20 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/ganb12-70554.pdf

A copy of Lubefast Remote's list of its three largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/ganb12-70557.pdf

The petitions were signed by Tim Embry, president of Am Lubefast
Franchising Inc., Debtor's sole member.


AMERICAN PATRIOT: Incurs $232,300 Net Loss in Second Quarter
------------------------------------------------------------
American Patriot Financial Group, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss to common shareholders of $232,363 on
$899,895 of total interest and dividend income for the three
months ended June 30, 2012, compared with a net loss to common
shareholders of $638,448 on $939,663 of total interest and
dividend income for the same period a year ago.

The Company reported a net loss to common shareholders of $217,599
on $1.88 million of total interest and dividend income for the six
months ended June 30, 2012, compared with a net loss to common
shareholders of $927,081 on $1.92 million of total interest and
dividend income for the same period a year ago.

The Company's balance sheet at June 30, 2012, showed $86.78
million in total assets, $85.92 million in total liabilities and
$864,634 in total stockholders' equity.

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

                      http://is.gd/lSvn8E

                     About American Patriot

Based in Greenville, Tenn., American Patriot Financial Group, Inc.
is a one-bank holding company formed as a Tennessee corporation to
own the shares of American Patriot Bank.  The Bank is the only
subsidiary of the Corporation.

American Patriot Bank commenced operations as a state chartered
bank on July 9, 2001.  The Bank had total assets of roughly
$118 million at Dec. 31, 2009.  The Bank is not a member of
the Federal Reserve System.

The Bank's customer base consists primarily of small to medium-
sized business retailers, manufacturers, distributors, land
developers, contractors, professionals, service businesses and
local residents.

On Aug. 18, 2010, the Company received from the Federal Deposit
Insurance Corporation, a Supervisory Prompt Corrective Action
Directive, dated August 17, 2010, due to American Patriot Bank's
"significantly undercapitalized" status.  The Directive requires
that the Bank submit an acceptable capital restoration plan on or
before August 31, 2010, providing that, among other things, at a
minimum, the Bank will  restore and maintain its capital to the
level of "adequately capitalized."

In its audit report for the 2011 results, Hazlett, Lewis & Bieter,
PLLC, in Chattanooga, Tennessee, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred
significant losses for the past five years resulting in a retained
deficit of $7.15 million at Dec. 31, 2011.  At Dec. 31, 2011 and
2010, the Company and its subsidiary were significantly
undercapitalized based on regulatory standards and has consented
to an Order to Cease and Desist with its primary federal regulator
that requires, among other provisions, that it achieve regulatory
capital thresholds that are significantly in excess of its current
actual capital levels.  The Company's nonperforming assets have
increased significantly during 2011 and 2010 related primarily to
deterioration in the credit quality of its loans collateralized by
real estate.  The Company, at the holding company level, has a
note payable that was due Feb. 28, 2011, which is now in default.
This note is securitized by 100 percent of the stock of the
subsidiary.

The Company reported a net loss of $1.18 million in 2011, compared
with a net loss of $2.29 million in 2010.


ATP OIL: Wins Interim Approval for New Secured Financing
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that ATP Oil & Gas Corp. secured interim approval of
secured financing at the conclusion of a hearing that ran all day
Aug. 21 and into the night.

According to the report, after changes are made, U.S. Bankruptcy
Judge Marvin Isgur in Houston will grant interim approval for a
portion of the financing intended ultimately to include
$250 million in new borrowing power plus conversion of about
$365 million in pre bankruptcy secured debt into a post-bankruptcy
obligation.

The report relates the new financing is being provided by some of
the same lenders owed $365 million on a first-lien loan where
Credit Suisse Group AG serves as agent.

                           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.

ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 12-36187) on Aug. 17, 2012.  Attorneys at Mayer Brown LLP,
serve as bankruptcy counsel.  Munsch Hardt Kopf & Harr, P.C., is
the conflicts counsel.  Opportune LLP is the financial advisor and
Jefferies & Company is the investment banker.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

The company disclosed $3,638,399,000 in assets and $3,485,838,000
in liabilities as of March 31, 2012.  Debt includes $365 million
on a first-lien loan, $1.5 billion on second-lien notes with Bank
of New York Mellon Trust Co. as agent, $35 million on convertible
notes and $23.4 million owing to third parties for their shares of
production revenue.

The Bloomberg report disclosed that 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.


AUTO CARE: Case Summary & 11 Unsecured Creditors
------------------------------------------------
Debtor: Auto Care Mall of Fremont, Inc.
        890 Saratoga Avenue, #2010
        San Jose, CA 95129

Bankruptcy Case No.: 12-56050

Chapter 11 Petition Date: August 15, 2012

Court: U.S. Bankruptcy Court
       Northern District of California (San Jose)

Judge: Stephen L. Johnson

Debtor's Counsel: Patrick Calhoun, Esq.
                  LAW OFFICE OF PATRICK CALHOUN
                  10797 Ridgeview Way
                  San Jose, CA 95127
                  Tel: (408) 279-2288
                  E-mail: calhounonekgatty@aol.com

Scheduled Assets: $13,400,000

Scheduled Liabilities: $11,119,045

A copy of the Company's list of its 11 unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/canb12-56050.pdf

The petition was signed by Gina Baumbach, vice president.


AUSTRALIAN-CANADIAN OIL: Has $45,400 Net Loss in Second Quarter
---------------------------------------------------------------
In a regulatory 6-K filing dated Aug. 20, 2012, Australian-
Canadian Oil Royalties Ltd. filed with the U.S. Securities and
Exchange Commission its corporate information and financial
statements for the three and six months ended June 30, 2012, with
comparative statements for three and six months ended June 30,
2011.

The Company reported a net loss of US$45,438 on US$21,696 of
oil and gas revenues for the three months ended June 30, 2012,
compared with a net loss of US$118,648 on US$14,171 of oil and gas
revenues for the same period last year.

For the six months ended June 30, 2012, the Company reported a net
loss of US$115,316 on US$41,477 of oil and gas revenues, compared
with a net loss of US$ 159,619 on US$47,271 of oil and gas
revenues for the same period of 2011.

The Company's balance sheet at June 30, 2012, showed
US$10.7 million in total assets, US$3.5 million in total current
liabilities, and stockholders' equity of US$7.2 million.

"As of June 30, 2012, the Company has limited disposable cash and
its revenues are not sufficient to, and cannot be projected to,
cover operating expenses and expansion by the Company.  These
factors raise substantial doubt as to the ability of the Company
to continue as a going concern.  Management's plans include
attempting to raise funds from the public through a stock
offering, and attempting to acquire additional producing interests
in exchange for stock.  Management intends to make every effort to
identify and develop sources of funds.  There is no assurance that
Management will be successful. The Company could continue to
operate at subsistence levels pending development of funding
sources."

A copy of the corporate information and financial statements for
the three and six months ended June 30, 2012, is available for
free at http://is.gd/pfnu7T

                     About Australian-Canadian

Cisco, Texas-based Australian-Canadian Oil Royalties Ltd. was
incorporated in British Columbia, Canada, in April of 1997.  The
Company's strategy is three fold: (1) to seek overriding royalty
interests in oil and gas concessions within sedimentary basins in
Australia, (2) to explore and develop the oil and gas concessions
in Queensland, Australia in which it holds a working interest and
(3) to seek other Working Interests in oil and gas concessions
within sedimentary basins of Australia to promote oil and gas
exploration through seismic programs and drilling operations.

                           *     *     *

As reported in the TCR on April 16, 2012, KWCO, P.C., in Odessa,
Texas, expressed substantial doubt about Australian-Canadian Oil
Royalties' ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 31, 2011.  The
independent auditors noted that the Company has suffered recurring
losses from operations and has limited capital resources.


AXION INTERNATIONAL: Incurs $1.7 Million Net Loss in 2nd Quarter
----------------------------------------------------------------
Axion International Holdings, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $1.73 million on $1.79 million of revenue
for the three months ended June 30, 2012, compared with a net loss
of $2.68 million on $1.29 million of revenue for the same period a
year ago.

The Company reported a net loss of $3.13 million on $4.09 million
of revenue for the six months ended June 30, 2012, compared with a
net loss of $6.36 million on $1.48 million of revenue for the same
period a year ago.

The Company's balance sheet at June 30, 2012, showed $7.68 million
in total assets, $7.80 million in total liabilities, $5.80 million
in 10% convertible preferred stock, and a $5.91 million total
stockholders' deficit.

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

                        http://is.gd/Tipt3Y

                     About Axion International

New Providence, N.J.-based Axion International Holdings, Inc. (OTC
BB: AXIH) - http://www.axionintl.com/-- is the exclusive licensee
of patented and patent-pending technologies developed for the
production of structural plastic products such as railroad
crossties, pilings, I-beams, T-Beams, and various size boards
including a tongue and groove design that are utilized in multiple
engineered design solutions such as rail track, rail and tank
bridges (heavy load), pedestrian/park and recreation bridges,
marinas, boardwalks and bulk heading to name a few.

RBSM LLP, in New York, the auditor, issued a going concern
qualification each in the Company's financial statements for the
years ended Dec. 31, 2010 and 2011.  RBSM LLP noted that the
Company has incurred significant operating losses in current year
and also in the past.  These factors, among others, raise
substantial doubt about the Company's ability to continue as a
going concern, it said.

Axion International reported a net loss of $9.93 for the 12 months
ended Dec. 31, 2011, compared with a net loss of $7.10 million for
the 12 months ended Sept. 30, 2010.


BAILEY-PVS OXIDES: Case Summary & Largest Unsec. Creditors
----------------------------------------------------------
Debtor: Bailey-PVS Oxides (Delta), LLC
        125 Technology Drive, Suite 205
        P.O. Box 70
        Southpointe Industrial Park
        Canonsburg, PA 15317

Bankruptcy Case No.: 12-24094

Chapter 11 Petition Date: August 17, 2012

Court: U.S. Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Judge: Thomas P. Agresti

Debtor's Counsel: Robert O. Lampl, Esq.
                  960 Penn Avenue, Suite 1200
                  Pittsburgh, PA 15222
                  Tel: (412) 392-0330
                  Fax: (412) 392-0335
                  E-mail: rol@lampllaw.com

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

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

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Bailey-PVS Oxides, LLC                12-24105            08/17/12
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Richard Barcelona, president.

A copy of Bailey-PVS Oxides (Delta)'s list of its 20 largest
unsecured creditors filed with the petition is available for free
at http://bankrupt.com/misc/pawb12-24094.pdf

A copy of Bailey-PVS Oxides' list of its 20 largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/pawb12-24105.pdf


BALQON CORP: Incurs $832,000 Net Loss in Second Quarter
-------------------------------------------------------
Balqon Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $831,850 on $953,199 of revenue for the three months ended
June 30, 2012, compared with a net loss of $1.13 million on
$499,820 of revenue for the same period during the prior year.

The Company reported a net loss of $2.49 million on $1.14 million
of revenue for the six months ended June 30, 2012, compared with a
net loss of $3.67 million on $615,606 of revenue for the same
period a year ago.

The Company's balance sheet at June 30, 2012, showed $2.15 million
in total assets, $7.41 million in total liabilities, all current,
and a $5.26 million total shareholders' deficiency.

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

                        http://is.gd/zwIT3h

                     About Balqon Corporation

Harbor City, California-based Balqon Corporation is a developer
and manufacturer of electric drive systems, charging systems and
battery systems for trucks, tractors, buses, industrial equipment
and renewable energy storage devices.  The Company also designs
and assembles electric powered yard tractors, short haul drayage
tractors and inner city trucks utilizing our proprietary drive
systems, battery systems and charging systems.

Following the Company's 2011 results, Weinberg & Company, P.A., in
Los Angeles, California, expressed substantial doubt about
Balqon's ability to continue as a going concern.  The independent
auditors noted that the Company has a shareholders' deficiency and
has experienced recurring operating losses and negative operating
cash flows since inception.

The Company reported a net loss of $7.05 million on $2.13 million
of revenues for 2011, compared with a net loss of $4.30 million on
$677,745 of revenues for 2010.


BERNARD L. MADOFF: Customers to Get $2.4 Billion or 33.5%
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Customers of Bernard L. Madoff Investment Securities
LLC will be receiving a distribution of more than $2.4 billion as
the result of a ruling by the U.S. Bankruptcy Judge in Manhattan.
The distribution will represent an additional 33.5% of customers'
claims.

According to the report, Madoff trustee Irving Picard was asking
the judge to approve a second distribution to customers.  Last
year, Mr. Picard paid customers about 4.6% of their claims,
amounting to some $335 million.  He has been unable to pay more on
account of appeals customers were taking from settlements and
other rulings.

The report relates that having won several appeals, the Madoff
trustee was seeking permission Aug. 22 for a second distribution
while holding back funds in case the court decides at a hearing
next week that customers' claims should be increased to reflect
the time value of money.  Mr. Picard was proposing a holdback from
the next distribution in case the judge allows interest on claims
at the rate of 3%.  Several customers objected, claiming the
holdback should be large enough to accommodate paying interest on
claims at 9%.  Mr. Picard's lawyer told U.S. Bankruptcy Judge
Burton R. Lifland that a 9% interest rate would only allow a
distribution of about $1.5 billion, depriving customers from
receiving some $935 million.  With a holdback based on a 9%
interest rate, the distribution would amount to about 20.6% of
each customer's claim.

The report notes that a lawyer for the trustee said during the
hearing that Sept. 12 will be the record date for the next
distribution.  Judge Lifland ruled that he will authorize the
distribution with a holdback based on an assumption that interest
of 3% eventually may be allowed on customer claims.  At the end of
the hearing, a lawyer for objecting customers asked Judge Lifland
to hold up the distribution pending appeal.  Judge Lifland
immediately said he wouldn't hold up the distribution unless the
objecting customers post a bond of $1 billion.

The report relates that Mr. Picard will take the position at a
hearing next week that the Securities Investor Protection Act
doesn't authorize any form of interest on a customer claim.  He
said that interest has never been paid in any brokerage
liquidation under SIPA.  Between settlements, recoveries by the
trustee, and forfeitures to the U.S. government, more than $11
billion has been collected for customers whose claims aggregate
about $17 billion.

According to the report the expenses of the liquidation won't be
paid from the collected amounts.  Still-outstanding appeals
prevent the trustee from making a larger distribution at this
time.

                      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.


BIOFUELS POWER: Incurs $595,400 Net Loss in First Half of 2012
--------------------------------------------------------------
Biofuels Power Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $595,429 on $0 of revenue for the six months ended
June 30, 2012, compared with a net loss of $1.06 million on $0 of
sales for the same period a year ago.

The Company's balance sheet at June 30, 2012, showed $1.54 million
in total assets, $6.71 million in total liabilities and a $5.16
million total stockholders' deficit.

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

                         http://is.gd/wfYRVj

                            Biofuels Power

Humble, Tex.-based Biofuels Power Corporation is a distributed
energy company that is pioneering the use of biodiesel to fuel
small electric generating facilities that are located in close
proximity to end-users.  BPC's first power plant is currently
located near Houston, Texas in the city of Oak Ridge North.

The Company reported a net loss of $1.28 million on $0 of sales in
2011, compared with a net loss of $2.05 million on $0 of sales in
2010.

Following the 2011 results, Clay Thomas, P.C., in Houston, Texas,
expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered significant losses and will require
additional capital to develop its business until the Company
either (1) achieves a level of revenues adequate to generate
sufficient cash flows from operations; or (2) obtains additional
financing necessary to support its working capital requirements.


BISON BUILDING: Texas Supreme Court Flips Ruling on Aldridge Case
-----------------------------------------------------------------
In the case, BISON BUILDING MATERIALS, LTD., Petitioner, v. LLOYD
K. ALDRIDGE, Respondent, No. 06-1084 (Tex.), the Supreme Court of
Texas denied a motion for rehearing filed by Bison Building
Materials, Ltd.  The Supreme Court also withdrew an opinion dated
April 20, 2012, in favor of another opinion dated Aug. 17, 2012.

The issue in the case is whether an appellate court has
jurisdiction over an appeal from a trial court order confirming an
arbitration award in part and vacating the award in part based on
the existence of unresolved questions of law or fact necessary to
a ruling, yet the trial court did not expressly direct a
rehearing.

The Texas Supreme Court, in a 6-3 vote, affirms the court of
appeals' judgment and, for different reasons, dismiss the appeal
for want of jurisdiction.

Lloyd K. Aldridge was employed as a truck driver by Bison Building
Materials.  As a condition of his employment, he signed a Mutual
Agreement to Arbitrate Claims in which he agreed to resolve any
claims for "work-related illness or injuries" by arbitration.

After he was injured on the job, Mr. Aldridge signed a two-page
"Post Injury Waiver and Release" as consideration for receiving
benefits under Bison's "Workplace Injury Plan".  Bison paid Mr.
Aldridge roughly $80,000 in medical and wage replacement benefits
under the plan.

Mr. Aldridge subsequently filed a demand for arbitration seeking
to recover damages for lost wages, medical expenses, pain and
suffering, mental anguish, and loss of earning capacity.  During
the arbitration proceedings, Bison moved to dismiss Mr. Aldridge's
claim, raising waiver and release.  Mr. Aldridge provided an
affidavit averring that he did not remember signing the release
or, in the alternative, he did not understand the consequences of
signing the release.  The arbitrator found that Mr. Aldridge
signed the release and waived his right to arbitrate his personal
injury claim against Bison.  Accordingly, the arbitrator dismissed
Mr. Aldridge's claim with prejudice.  Based on the enforcement
clause in the arbitration agreement, Mr. Aldridge petitioned the
trial court to set aside the award and remand the matter to the
arbitrator, and Bison moved to confirm the award.

The trial court later confirmed the award in part and vacated it
in part, concluding that residual "fact questions" precluded
confirmation of the arbitrator's take-nothing award.  The trial
court confirmed the arbitrator's determination that Mr. Aldridge
signed the post-injury waiver and vacated the arbitrator's holding
that the waiver barred Mr. Aldridge's arbitration claims.  The
order did not explicitly direct a rehearing before the arbitrator,
but the trial court held that the post-injury waiver was ambiguous
and indicated that the arbitrator needed to consider fact
questions (or mixed questions of law and fact) concerning the
post-injury waiver provision.  Both parties appealed the trial
court's order.

A divided court of appeals later held that the trial court's order
was not appealable as either a final judgment or an interlocutory
order.  The court determined that the judgment is not final
because it does "not contain finality language or otherwise state
that it is a final judgment" and "necessarily contemplates
resolution of [the remaining] issues by way of a rehearing,"
making the appeal interlocutory.

Bison argues that the trial court's order was appealable because
it confirmed part of the award and vacated part of the award, but
did not explicitly or implicitly direct a rehearing.  Mr. Aldridge
contends the Supreme Court should dismiss the appeal for want of
jurisdiction because the trial court's order does not dispose of
all issues and contemplates further resolution of fact issues.

Bison filed for Chapter 11 bankruptcy in 2009.  The bankruptcy
court lifted the automatic stay to allow Mr. Aldridge's claim to
proceed and the Supreme Court lifted the stay on Sept. 2, 2011.

A copy of the Supreme Court of Texas' Opinion dated Aug. 17, 2012,
is available at http://is.gd/A3RZyJfrom Leagle.com.

                  About Bison Building Materials

Houston, Texas-based Bison Building Materials LLC --
http://www.bisonbuilding.com/-- began in 1962 as Roy W.
Bierschwale's small retail store and lumber shed.  Over the past
four decades, Bison Building has grown into Texas' single largest
independent supplier of lumber, full service millwork and other
added value products.

Bison and its affiliates filed for Chapter 11 on June 28, 2009
(Bankr. S.D. Tex. Case No. 09-34452).  The debtor-affiliates are
Bison Building Holdings, Inc.; Bison Multi-Family Sales, LLC;
Bison Construction Services, LLC; Bison Building Materials Nevada,
LLC; Bison Building GP, Inc.; HLBM Company; and Milltech, Inc.
David Ronald Jones, Esq., at Porter & Hedges, L.L.P., represented
the Debtors.  At the time of the filing, the Company said it had
assets and debts of $50 million to $100 million.

Bison's chapter 11 plan was confirmed on June 29, 2010.  The Plan
established a Post-Confirmation Committee, which was granted the
exclusive right to pursue avoidance actions.


BITI LLC: Section 341(a) Meeting Set for Sept. 7
------------------------------------------------
The U.S. Trustee for the Eastern District of New York, in Central
Islip, will convene a meeting of creditors of Biti LLC on Sept. 7,
2012, at 10:00 a.m. at Room 562, 560 Federal Plaza, CI, NY.

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

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

                          About Biti LLC

Oyster Bay, New York-based Biti LLC filed a Chapter 11 petition
(Bankr. E.D.N.Y. Case No. 12-74810) in New York on Aug. 2, 2012.
The Debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B), estimated assets and debts of at least $10 million.
The Debtor owns 11.701 acres of property located at the south side
of Skillman Street, west of Bryant Avenue, Village of Roslyn.

Judge Robert E. Grossman presides over the case.  Ronald M.
Terenzi, Esq., at Stagg, Terenzi, Confusione, & Wabnik, LLP.  In
its petition, the Debtor scheduled $14,146,612 in assets and
$12,900,070 in liabilities.  The petition was signed by William
Cohn, member.


BROADSIGN INT'L: Plan Up for Approval at Oct. 2 Confirmation
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that BroadSign International Inc. scheduled an Oct. 2
confirmation hearing for approval of a Chapter 11 plan intended
for a 10% recovery by unsecured creditors with $3.3 million in
claims.

According to the report, the U.S. Bankruptcy Court in Delaware
approved disclosure materials on Aug. 21, allowing creditors to
begin voting on the plan.

The report relates that the plan allows JEDFam Group LLC to take
ownership of the company in return for its remaining secured
claim.  JEDFam has a $5.5 million unsecured claim receiving no
distribution under the plan.

                          About BroadSign

BroadSign International Inc., a Boise, Idaho-based developer of
software for digital signs, filed a Chapter 11 petition (Bankr.
D. Del. Case No. 12-10789), estimating assets of less than
$10 million and debts of up to $50 million.

Kevin Scott Mann, Esq., at Cross & Simon, LLC, serves as
bankruptcy counsel to the Debtor, SSG Capital Advisors, LLC, is
the investment banker, and Walker, Truesdell, Roth & Associates,
is the provider of staffing services.

The Debtor completed the sale of the business at the end of May to
secured lender JEDFam Group LLC in exchange for $5.5 million in
secured debt plus cash needed to cure defaults on contracts going
along with the sale.


BROADVIEW NETWORKS: To Seek Approval of Prepack Plan Oct. 3
-----------------------------------------------------------
With the terms of its restructuring already accepted by an
overwhelming majority of stakeholders, Broadview Networks will
seek approval of its prepackaged plan of reorganization at a
hearing Oct. 3, 2012, at 10:00 a.m.

Broadview Networks and 27 affiliates on Aug. 22 sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 12-13579) with a plan
that will eliminate half of the debt under the Company's existing
senior secured notes and lower interest expense by roughly
$17 million annually.

Judge Shelley Chapman will also consider approval of the
explanatory disclosure statement at the hearing on Oct. 3.
Objections to confirmation of the Plan are due Sept. 25, at
12:00 p.m.

The Prepackaged Plan provides that:

    * Holders of senior secured notes aggregating $317.1 million,
      although impaired, will recover 100% in the form of (i)
      97.5% of the common stock, of reorganized Broadview, subject
      to dilution by shares of new common stock issued pursuant to
      the management equity plan or upon exercise of the new
      warrants, and (ii) $150 million of new 10.5% senior secured
      notes due 2017.

    * Holders of claims of up to $14 million under the five-year
      revolving credit facility (ABL Facility) are unimpaired and
      will be paid in full.  The Debtors intend to pay the claims
      shortly after the commencement of the Reorganization Cases
      pursuant to the DIP Facility.

    * Holders of general unsecured claims estimated at $25 million
      to $27 million are not impaired and will be paid in full in
      cash or will have their claims reinstated as of the
      Effective Date.

    * Holders of existing preferred interests are to recover
      $14.6 million.  In exchange for the cancellation of their
      preferred interests, they will receive (i) 2.5% of the New
      Common Stock, subject to dilution by shares of new common
      stock issued pursuant to the Management Equity Plan or upon
      exercise of the new warrants, and (ii) two series of 8-year
      warrants to purchase up to (A) 11% of the fully diluted New
      Common Stock, subject to dilution by the 4% Warrants and (B)
      4% of the fully diluted New Common Stock.

    * Holders of other equity interests won't receive anything and
      their existing equity interests will be cancelled.


Broadview intends to enter into a New ABL Facility that will
provide total borrowing commitment upon consummation of the
Prepackaged Plan of no less than $25 million.  The New ABL
Facility in a drawable principal amount of at least $25 million
will be used by the Reorganized Debtors to (a) fund post-Effective
Date general corporate purposes of the Reorganized Debtors in the
ordinary course of business (including working capital
requirements) and (b) make any payments required under the
Prepackaged Plan.

The Liquidation Analysis indicates that holders of senior secured
notes claims would, after payment of liquidation costs and expen-
+ses, receive a 40.6% to 52.6% recovery on their Claims in a
liquidation scenario.  Holders of general unsecured claims and
existing preferred equity interests would have a 0% recovery on
their claims and interests in a Chapter 7 liquidation scenario.

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

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

The Company's restructuring counsel is Willkie Farr & Gallagher
LLP and its financial advisor is Evercore Group, L.L.C.
Bingham McCutchen LLP is the special regulatory counsel.  Kurtzman
Carson Consultants is the claims and notice agent.

The restructuring counsel for the ad hoc group of noteholders is
Dechert LLP and their financial advisor is FTI Consulting.

                        Road to Bankruptcy

Broadview said that the during the past 18 months it explored
potential transactions, including mergers and acquisitions,
refinancing and restructuring, to have sufficient capital leading
up to the Sept. 1, 2012 maturity date of the senior secured notes.

In October 2010, the Company retained Jefferies & Company, Inc. as
its investment banker to evaluate strategic options, and in
December 2011, the Company retained Evercore as its financial
advisor to assist the Company with respect to a refinancing or
restructuring transaction.

Certain parties expressed preliminary interest in various
transactions, including a sale of all assets or an investment in
the company, but the transactions did not develop.
Following negotiations with the largest bondholders, the Company
determined that a consensual balance sheet restructuring was the
best option.

Pursuant to a restructuring support agreement, over two-thirds of
noteholders and 70% of preferred interest holders, as applicable,
agreed to vote in favor of the Prepackaged Plan.  The RSA,
however, requires the Debtors to consummate the Prepackaged Plan
95 days after the Petition Date, which will be automatically
extended for an additional sixty days if the Company has not
obtained certain necessary regulatory approvals, as may be further
extended by the parties thereto.

                         Business as Usual

In its press release announcing the bankruptcy fling, the Company
said that with a more appropriate capital structure, it will have
greater financial flexibility and liquidity to pursue cloud-based
growth opportunities.

Broadview Networks will maintain normal day-to-day business
operations throughout the restructuring process, and expects no
disruptions to relationships with customers, employees, vendors or
sales agents.  The Plan provides for suppliers and vendors to be
paid in full during and after this process and for employees to
continue receiving their usual pay and benefits.

The Company anticipates it will be able to complete this financial
restructuring in the fourth quarter of 2012.  Implementation of
the restructuring plan and other relief is subject to court
approval, regulatory approvals and other customary closing
conditions.

                           DIP Financing

To fund the Chapter 11 cases, the Debtors seek authority to enter
into a debtor-in-possession financing facility, grant senior
liens, junior liens and superpriority administrative expense
status, use cash collateral, provide "adequate protection" to
prepetition lenders.

The Debtors intend to enter into a senior secured, superpriority
debtor-in-possession revolving credit agreement in the amount of
up to $25 million, structured as a revolving credit facility that
will be provided by The CIT Group/Business Credit, Inc.

Cash held by the Debtors prior to the Petition Date, including
some cash that is cash collateral, will provide the Debtors with
funds necessary for the operation of their business, including
meeting their payroll and vendor obligations.

While the Company currently projects that it will have sufficient
cash to fund its ongoing operations during the course of the
cases, the Company, in its business judgment, believes that the
DIP Facility is needed in the event that the Debtors' Chapter 11
cases last longer than anticipated or the Debtors' financial
results or cash flows are weaker than expected and to provide
comfort to third parties, such as the Company's vendors, regarding
the adequacy of the Debtors' liquidity.

                      About Broadview Networks

Broadview Networks -- http://www.broadviewnet.com/-- is a
network-based business communications provider serving customers
nationwide with local and long-distance voice and data
communications, premises-based and patented hosted VoIP systems,
data services and a full suite of managed and professional
services.  They also provide an innovative portfolio of bundled,
hosted IP phone and cloud computing services designed to meet the
unique application requirements of diverse workforce groups. Its
customers benefit from award-winning customer service, including a
Web-based account management tool and a primary point-of-contact
for real-time, personal customer care.


BROADVIEW NETWORKS: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Broadview Networks, Inc.
        500 7th Avenue
        New York, NY 10018

Bankruptcy Case No.: 12-13579

Affiliates that simultaneously filed for Chapter 11:

  Debtor                                           Case No.
  ------                                           --------
Broadview Networks Holdings, Inc.                  12-13581
A.R.C. Networks, Inc.                              12-13583
ARC Networks, Inc.                                 12-13584
ATX Communications, Inc.                           12-13586
ATX Licensing, Inc.                                12-13587
ATX Telecommunications Services of Virginia, LLC   12-13588
BridgeCom Holdings, Inc.                           12-13589
BridgeCom International, Inc.                      12-13590
BridgeCom Solutions Group, Inc.                    12-13591
Broadview Networks of Massachusetts, Inc.          12-13592
Broadview Networks of Virginia, Inc.               12-13593
Broadview NP Acquisition Corp.                     12-13594
BV-BC Acquisition Corporation                      12-13595
CoreComm-ATX, Inc.                                 12-13596
CoreComm Communications, LLC                       12-13597
Digicom, Inc.                                      12-13598
Eureka Broadband Corporation                       12-13599
Eureka Holdings, LLC                               12-13600
Eureka Networks, LLC                               12-13601
Eureka Telecom, Inc.                               12-13602
Eureka Telecom of VA, Inc.                         12-13603
InfoHighway Communications Corporation             12-13604
Info-Highway International, Inc.                   12-13605
InfoHighway of Virginia, Inc.                      12-13606
nex-i.com, inc.                                    12-13607
Open Support Systems LLC                           12-13608
TruCom Corporation                                 12-13609

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

Chapter 11 Petition Date: Aug. 22, 2012

Court: U.S. Bankruptcy Court
       Southern District of New York

Judge: Judge Shelley C. Chapman

Debtors'
Counsel:     Jennifer J. Hardy, Esq.
             Rachel C. Strickland, Esq.
             WILLKIE FARR & GALLAGHER LLP
             787 Seventh Avenue
             New York, NY 10019
             Tel: (212) 728-8000
             E-mail: jhardy2@willkie.com
                     maosbny@willkie.com

Debtors'
Special
Regulatory
Counsel:     BINGHAM MCCUTCHEN LLP
             2020 K Street NW
             Washington, D.C. 20006

Debtors'
Financial
Advisor:     EVERCORE GROUP L.L.C.
             55 East 52nd Street
             New York, NY 10055

Debtors'
Claims
Agent:       KURTZMAN CARSON CONSULTANTS LLC
             http://www.kccllc.net/Broadview

Estimated Assets: $100 million to $500 million

Estimated Debts:  $100 million to $500 million

The petitions were signed by Michael K. Robinson, president &
chief executive officer.

Debtors' Consolidated List of 30 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Verizon Communications Inc.        Trade Debt           $5,178,453
PO Box 37210
Baltimore, MD 21297
Sherry A Walton
sherry.walton@verizon.com
Ron Chrisner
ronald.w.chrisner@verizon.com
Tel: (972) 316-3827

Thomson Reuters Inc.               Trade Debt           $1,212,888
PO Box 6016
Carol Stream, IL
Mercy Hendon
Tel: (800) 327-8829 x 511

Global Crossing                    Trade Debt             $475,814
Telecommunications
PO Box 24
Champaign, IL 61824
Allen Michael
michael2.allen@level3.com
Tel: (585) 255-1892

Empirix Inc.                       Trade Debt             $432,229
20 Crosby Drive
Bedford, MA 01730

Sutherland Global Services         Trade Debt             $410,569
1160 Pittsford-Victor Road
Pittsford, NY 14534

UnitedHealthcare Insurance         Trade Debt             $402,970
Company of New York
22703 Network Place
Chicago, IL 60673

TNS, Inc.                          Trade Debt             $157,525
PO Box 849985
Dallas, TX 75284
Sharon Osborn
billingdept@tsni.com
Tel: (866) 421-6984

Independence Blue Cross            Trade Debt             $156,153

Sidera Networks                    Trade Debt             $116,891
PO Box 644444
Pittsburgh, PA 15264
Jan Downie
janet.downie@sidera.net
Tel: (484) 461-6058
Alt: (215) 872-6212

Data Connection Limited            Trade Debt             $109,557

MCI WorldCom                       Trade Debt             $106,830
PO Box 96022
Charlotte, NC 28296
Patty Lunsford
patty.lunsford@verizon.com

Lightower Fiber Networks           Trade Debt              $99,413
PO Box 30279
New York, NY 10087
pwohlander@lightower.com
acctsreceivable@lightower.com

EPlus Technology, Inc.             Trade Debt              $95,581
469 Seventh Avenue
5th Floor
New York, NY 10018

AT&T                               Trade Debt              $92,715
PO Box 105068
Atlanta, GA 30348
Kathy Brennan
kb2683@att.com

FairPoint Communications, Inc      Trade Debt             $89,756
PO Box 37210
Baltimore, MD 21297
Pauline Carter
pauline.carter@fairpoint.com

AboveNet Communications, Inc.      Trade Debt             $87,120
PO Box 785876
Philadelphia, PA 19178
Gladys Brave
gbrave@above.net
Dendariarena Jose
jdendariarena@above.net
Tel: (914) 421-6755

Neustar, Inc.                      Trade Debt             $69,998
PO Box 403034
Atlanta, GA 30348
Rashmo Mehra
neustar.billing@neustar.biz

Sprint Corporation                 Trade Debt             $57,252
PO Box 873455
Kansas City, MO 64187
Janice Harper
janice.y.harper@sprint.com
Tel: (877) 866-3840

Sunesys                            Trade Debt             $37,000

Community Parents, Inc.            Trade Debt             $30,793

Windstream Communications          Trade Debt             $30,285
PO Box 60549
C/O Bank of America
St. Louis, MO 63160
Charles McNew
charles.mcnew@windstream.com
Tel: (501)748-6594

PAETEC Communications, Inc.        Trade Debt             $29,227
One PAETEC Plaza
600 Willowbrook Office Park
Fairport, NY 14450
Suzanne Monahan
suzanne.monahan@windstream.com

VSS Monitoring, Inc.               Trade Debt             $28,394

World Data Products, Inc.          Trade Debt             $27,174

Visual Systems Group, Inc.         Trade Debt             $25,748

IPNETZONE Communications,          Trade Debt             $25,542
Inc.

Pricewaterhouse Coopers LLP        Trade Debt             $21,409

OneSource Building Technologies,   Trade Debt             $20,066
Inc.

Konica Minolta Business            Trade Debt             $19,967
Solutions

TeleBill Inc.                      Trade Debt             $18,000


BROWNIE'S MARINE: Incurs $301,000 Net Loss in Second Quarter
------------------------------------------------------------
Brownie's Marine Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $301,277 on $750,489 of total net revenues for the
three months ended June 30, 2012, compared with a net loss of
$2.45 million on $597,194 of total net revenues for the same
period during the prior year.

The Company reported a net loss of $742,478 on $1.35 million of
total net revenues for the six months ended June 30, 2012,
compared with a net loss of $2.73 million on $960,094 of total net
revenues for the same period a year ago.

The Company's balance sheet at June 30, 2012, showed $2.01 million
in total assets, $2.77 million in total liabilities and a $753,458
total stockholders' deficit.

                        Bankruptcy Warning

During the fourth quarter of 2011, the Company formed a joint
venture with one dive entity, and in the first quarter of 2012,
purchased the assets of another, with assumption of their retail
location lease.  The Company accomplished both transactions
predominantly through issuance of its restricted common stock.
The Company believes these transactions will help generate enough
sales to supply sufficient working capital in the future.

However, the Company does not expect that existing cash flow will
be sufficient to fund presently anticipated operations beyond the
third quarter of 2012.  This raises substantial doubt about the
Company's ability to continue as a going concern.  The Company
will need to raise additional funds and is currently exploring
alternative sources of financing.  The Company has issued a number
of convertible debentures as an interim measure to finance its
working capital needs and may continue to raise additional capital
through sale of restricted common stock or other securities.  The
Company is paying for many legal and consulting services with
restricted stock to maximize working capital.  The Company has
implemented some cost saving measures and will continue to explore
more to reduce operating expenses.

"If we fail to raise additional funds when needed, or do not have
sufficient cash flows from sales, we may be required to scale back
or cease operations, liquidate our assets and possibly seek
bankruptcy protection," the Company said in its quarterly report o
Form 10-Q for the period ended June 30, 2012.

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

                       http://is.gd/YVREjI

                     About Brownie's Marine

Brownie's Marine Group, Inc., does business through its wholly
owned subsidiary, Trebor Industries, Inc., d/b/a Brownie's Third
Lung, a Florida corporation.  The Company designs, tests,
manufactures and distributes recreational hookah diving, yacht
based scuba air compressor and nitrox generation systems, and
scuba and water safety products.  BWMG sells its products both on
a wholesale and retail basis, and does so from its headquarters
and manufacturing facility in Fort Lauderdale, Florida.  The
Company's common stock is quoted on the OTC BB under the symbol
"BWMG".  The Company's website is www.browniesmarinegroup.com.

As reported in the TCR on April 2, 2012, L.L. Bradford & Company,
LLC, in Las Vegas, Nevada, expressed substantial doubt about
Brownie's Marine 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 has a
working capital deficiency and recurring losses and will need to
secure new financing or additional capital in order to pay its
obligations.


BUSINESS DEVELOPMENT: Case Summary & Unsecured Creditor
-------------------------------------------------------
Debtor: Business Development and Management Inc.
        13131 Brookdrive, Suite B
        Baldwin Park, CA 91706

Bankruptcy Case No.: 12-38196

Chapter 11 Petition Date: August 17, 2012

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

Judge: Robert N. Kwan

Debtor's Counsel: Manuel Lopez, Esq.
                  LAW OFFICES OF MANUEL LOPEZ
                  1186 W. Sunset Boulevard
                  Los Angeles, CA 90012
                  Tel: (213) 481-0205
                  Fax: (213) 481-8314

Scheduled Assets: $2,116,638

Scheduled Liabilities: $2,883,494

The petition was signed by Vanessa Ly, president.

The Company's list of its largest unsecured creditors filed with
the petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Vanessa Ly                         --                       $9,661
13131 Brookdrive, #B
Baldwin Park, CA 91706


CHILE MINING: Incurs $1.2 Million Net Loss in June 30 Quarter
-------------------------------------------------------------
Chile Mining Technologies Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of US$1.21 million on US$34,829 of sales for the three
months ended June 30, 2012, compared with a net loss of US$326,606
on US$63,209 of sales for the same period a year ago.

The Company's balance sheet at June 30, 2012, showed US$7.64
million in total assets, US$9.11 million in total liabilities and
a US$1.47 million stockholders' deficiency.

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

                        http://is.gd/zDwR33

                        About Chile Mining

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

Schwartz Levitsky Feldman LLP, in Toronto, Ontario, Canada,
expressed substantial doubt about Chile Mining's ability to
continue as a going concern following the fiscal year ended
March 31, 2012, annual report.  The independent auditors noted
that the continuance of the Company is dependent upon its ability
to obtain financing and upon future profitable operations from the
production of copper.

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


CHINA DU KANG: Files Complete Periodic Report for Second Quarter
----------------------------------------------------------------
China Du Kang Co., Ltd., filed with the U.S. Securities and
Exchange Commission an amended Form 10-Q for the period ended
June 30, 2012.  The purpose of the amendment is to provide a
complete Form 10-Q with all required items in Parts I and II and,
pursuant to Rule 12b-15 under the Securities Exchange Act of 1934,
the certifications of its Chief Executive Office and Chief
Financial Officer.

An incomplete Form 10-Q containing only draft of the Company's
financial statements and notes was inadvertently filed by its
EDGAR agent on Aug. 14, 2012, instead of an NT 10-Q that was to be
submitted.

In its amended Form 10-Q, the Company reported net income of
$79,262 on $934,890 of total revenues for the three months ended
June 30, 2012, compared with a net loss of $260,112 on $501,577 of
total revenues for the same period during the prior year.

The Company reported net income $444,648 on $1.76 million of total
revenue for the six months ended June 30, 2012, compared with a
net loss of $460,540 on $1.21 million of total revenues for the
same perid a year ago.

The Company's balance sheet at June 30, 2012, showed $17.44
million in total assets, $7.45 million in total liabilities and
$9.98 million in total shareholders' equity.

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

                       http://is.gd/VnEZRw

                      About China Du Kang

Headquartered in Xi'an, Shaanxi, in the PRC, China Du Kang Co.,
Ltd., was incorporated as U.S. Power Systems, Inc., in the State
of Nevada on Jan. 16, 1987.  The Company is principally engaged in
the business of production and distribution of distilled spirit
with the brand name of "Baishui Dukang".  The Company also
licenses the brand name to other liquor manufactures and liquor
stores.

After auditing the 2011 financial statements, Keith K. Zhen, CPA,
in Brooklyn, New York, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the company incurred an operating loss for
each of the years in the two-year period ended  Dec. 31, 2011, and
as of Dec. 31, 2011, had an accumulated deficit.


CHINA HYDROELECTRIC: Reports $7.7-Mil. Net Income in 2nd Quarter
----------------------------------------------------------------
China Hydroelectric Corporation announced Thursday its financial
results for the three and six months ended June 30, 2012.

"Management is very pleased with the Company's record consolidated
net revenue, gross profit, operating income and EBITDA for the
second quarter of 2012, as well on a year to date basis, with all
of our power projects fully functioning in accordance with design.
Our operating results were boosted by the above average
precipitation experienced in Fujian and Zhejiang provinces, which
amounted to 131% and 114% of average precipitation, respectively.
We also received higher tariffs for some of our power projects in
the second quarter.  These results are in sharp contrast to those
for the three and six months of 2011 when precipitation levels in
all four provinces where we have power projects were materially
below historical average levels," stated Mr. John D. Kuhns,
Chairman and Chief Executive Officer.

Net income attributable to China Hydroelectric Corporation
shareholders and ordinary shareholders was $7.7 million in the
second quarter of 2012 compared to net loss of $1.4 million in the
same period in 2011 principally due to more favorable hydrological
factors.

Revenues, net of value added taxes, from continuing operations for
the three months ended June 30, 2012, were $33.9 million, an
increase of 72%, or $14.2 million, from $19.7 million for the
three months ended June 30, 2011.  This increase was due
principally to better than average hydrological conditions in
Zhejiang and Fujian provinces in the current quarter compared to
the prior year quarter and a higher effective tariff rate due to
the mix of revenue from the respective provinces.

Net income attributable to China Hydroelectric Corporation
shareholders and ordinary shareholders was $8.5 million in the six
months ended June 30, 2012 compared to net loss of $7.0 million in
the same period in 2011 principally due to a gain from the sale of
the Yuanping hydroelectric power project and more favorable
hydrological factors.

Revenues, net of value added taxes, from continuing operations for
the six months ended June 30, 2012, were $56.4 million, an
increase of 84%, or $25.7 million, from $30.7 million for the six
months ended June 30, 2011.  This increase was due principally to
better than average hydrological conditions in Zhejiang and Fujian
provinces in the current period compared to the prior year period
and a higher effective tariff rate due to the mix of revenue from
the respective provinces.

The Company's balance sheet at June 30, 2012, showed
$791.9 million in total assets, $390.6 million in total
liabilities, and shareholders' equity of $401.3 million.

"As of June 30, 2012, we had a working capital deficiency of
$127.5 million (compared to $138.7 million at Dec. 31, 2011).
Given the use of leverage to finance acquisitions and the
construction of power projects, the Company will normally be in a
working capital deficiency position.  We continue to seek to raise
funds through various means, including, among other things,
additional asset sales, borrowings from banks and other non-
financial institutions.  However, although management remains
hopeful that additional liquidity can be secured, our ability to
obtain additional funding necessary to meet our debt obligations,
whether through bank borrowings or otherwise, cannot be assured.
While the Company continues to focus on addressing its liquidity
issues, the Company's liquidity condition raises substantial doubt
about its ability to remain a going concern."

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

                       http://is.gd/Qhv6Ma

Beijing, China-based China Hydroelectric Corporation (NYSE: CHC,
CHCWS) is an owner and operator of small hydroelectric power
projects in the People's Republic of China.  Through its
geographically diverse portfolio of operating assets, the Company
generates and sells electric power to local power grids.  The
Company currently owns 26 operating hydropower stations in China
with total installed capacity of 547.8 MW, of which it acquired 22
operating stations and constructed four.  These hydroelectric
power projects are located in four provinces: Zhejiang, Fujian,
Yunnan and Sichuan.


CHINA FRUITS: Had Net Loss of $168,200 in Second Quarter
--------------------------------------------------------
China Fruits Corp. filed its quarterly report on Form 10-Q,
reporting a net loss of $168,198 on $598,827 of sales for the
three months ended June 30, 2012, compared with net income of
$1,427 on $492,718 of sales for the same period last year.
Government & other grant

For the six months ended June 30, 2012, the Company reported a net
loss of $248,647 on $1.6 million of sales, compared with a net
loss of $228,775 on $1.2 million of sales for the same period of
2011.

The increase in net loss by $169,625 during the three months ended
June 30, 2012, compared to the same period in 2011 was due to the
decrease in other income.  "As one of the showcases for modern
agriculture, we were awarded in total amount of $635,000 by the
government to set up cold chain logistics system for agricultural
products.  We recognize revenues according to the construction
process.  Accordingly, we had other income of $41,248 during the
second quarter of 2012, compared to other income of 207,630 during
the same period in 2011."

The increase in net loss by $19,872 during the six months ended
June 30, 2012, compared to the same period in 2011 was due
primarily to the increase in gross profits fully offset by the
increase in operating expenses, which was the results of increase
in selling expenses, such as advertising, shipping and handling,
and exhibition expenses.

The Company's balance sheet at June 30, 2012, showed $6.0 million
in total assets, $3.9 million in total liabilities, and
stockholders' equity of $2.1 million.

As of June 30, 2012, the Company had an accumulated deficit of
$2.2 million.

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

                       http://is.gd/WAAMQB

Located in Nan Feng County, Jiang Xi Province, China, China Fruits
Corp. is principally engaged in manufacturing, trading and
distributing fresh tangerine and other fresh fruits in the PRC.

                          *     *     *

As reported in the TCR on April 5, 2012, Lake & Associates CPA's
LLC, in Schaumburg, Ill., expressed substantial doubt about China
Fruits' 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 has suffered
accumulated deficit and negative cash flow from operations.


CHINA GREEN: Incurs $498,000 Net Loss in Second Quarter
-------------------------------------------------------
China Green Creative, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $497,547 on $1.71 million of revenue for the three
months ended June 30, 2012, compared with a net loss of $43,135 on
$406,918 of revenue for the same period a year ago.

The Company reported net income of $546,944 on $2.39 million of
revenue for the six months ended June 30, 2012, compared with net
income of $69,262 on $1.12 million of revenue for the same peiod
during the prior year.

The Company's balance sheet at June 30, 2012, showed $5.43 million
in total assets, $7.43 million in total liabilities and a $2
million total stockholders' deficit.

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

                        http://is.gd/fCtek5

                         About China Green

China Green Creative, Inc., located in Shenzhen, Guangdong
Province, People's Republic of China, is principally engaged in
the distribution of consumer goods and electronic products in the
PRC.

After auditing the 2011 results, Madsen & Associates CPA's, Inc.,
in Salt Lake City, Utah, expressed substantial doubt about China
Green Creative's ability to continue as a going concern.  The
independent auditor noted that the Company does not have the
necessary working capital to service its debt and for its planned
activity.

The Company reported a net loss of $344,901 on $1.93 million of
revenues for 2011, compared with a net loss of $3.35 million on
$2.78 million of revenues for 2010.


CHINA TEL GROUP: Incurs $3.6 Million Net Loss in Second Quarter
---------------------------------------------------------------
VelaTel Global Communications, Inc., formerly known as China Tel
Group Inc., filed with the U.S. Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing a net loss of $3.60
million on $921,260 of revenue for the three months ended June 30,
2012, compared with a net loss of $2.40 million on $168,734 of
revenue for the same period during the previous year.

The Company reported a net loss of $5.47 million on $1.08 million
of revenue for the six months ended June 30, 2012, compared with a
net loss of $10.74 million on $373,105 of revenue for the same
period a year ago.

The Company's balance sheet at June 30, 2012, showed $15.91
million in total assets, $20.01 million in total liabilities and a
$4.09 million total stockholders' deficiency.

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

                        http://is.gd/CGLeSf

                          About China Tel

Based in San Diego, California, and Shenzhen, China, China Tel
Group, Inc. (OTC BB: CHTL) -- http://www.ChinaTelGroup.com/--
provides high speed wireless broadband and telecommunications
infrastructure engineering and construction services.  Through its
controlled subsidiaries, the Company provides fixed telephony,
conventional long distance, high-speed wireless broadband and
telecommunications infrastructure engineering and construction
services.  ChinaTel is presently building, operating and deploying
networks in Asia and South America: a 3.5GHz wireless broadband
system in 29 cities across the People's Republic of China with and
for CECT-Chinacomm Communications Co., Ltd., a PRC company that
holds a license to build the high speed wireless broadband system;
and a 2.5GHz wireless broadband system in cities across Peru with
and for Perusat, S.A., a Peruvian company that holds a license to
build high speed wireless broadband systems.

After auditing the 2011 results, Kabani & Company, Inc., in Los
Angeles, California, expressed substantial doubt as to the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred a net loss for the
year ended Dec. 31, 2011, cumulative losses of $254 million since
inception, a negative working capital of $16.4 million and a
stockholders' deficiency of $9.93 million.

The Company reported a net loss of $21.79 million in 2011,
compared with a net loss of $66.62 million in 2010.


CLASSIC MEDICAL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Classic Medical, Inc.
        dba Classic Care Medical, Inc.
        2000 Bloomingdale Road, Suite 220
        Glendale Heights, IL 60139

Bankruptcy Case No.: 12-32699

Chapter 11 Petition Date: August 17, 2012

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

Judge: Eugene R. Wedoff

Debtor's Counsel: Robert R. Benjamin, Esq.
                  GOLAN & CHRISTIE, LLP
                  70 West Madison Street, Suite 1500
                  Chicago, IL 60602
                  Tel: (312) 263-2300
                  Fax: (312) 263-0939
                  E-mail: rrbenjamin@golanchristie.com

Scheduled Assets: $374,090

Scheduled Liabilities: $2,470,337

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/ilnb12-32699.pdf

The petition was signed by Nicholas Atkins, authorized officer.


CONSOLIDATED TRANSPORT: Case Summary & Creditors List
-----------------------------------------------------
Debtor: Consolidated Transport Systems, Inc.
        1111 West Highway 20
        Building A, Suite A
        Michigan City, IN 46360

Bankruptcy Case No.: 12-32940

Chapter 11 Petition Date: August 16, 2012

Court: U.S. Bankruptcy Court
       Northern District of Indiana (South Bend Division)

Judge: Harry C. Dees, Jr.

Debtor's Counsel: Jeffrey J. Graham, Esq.
                  TAFT STETTINIUS & HOLLISTER LLP
                  One Indiana Square, Suite 3500
                  Indianapolis, IN 46204
                  Tel: (317) 713-3500
                  Fax: (317) 713-3699
                  E-mail: jgraham@taftlaw.com

                         - and ?

                  Jerald I. Ancel, Esq.
                  TAFT STETTINIUS & HOLLISTER LLP
                  One Indiana Square, Suite 3500
                  Indianapolis, IN 46204
                  Tel: (317) 713-3500
                  Fax: (317) 713-3699
                  E-mail: jancel@taftlaw.com

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

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

The petition was signed by Jeffrey T. Gross, president.

Debtor's List of Its 13 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Michigan Department of Treasury    Taxes                  $361,139
P.O. Box 30113
Lansing, MI 48909

Hill Truck Sales                   Trade Debt             $227,632
P.O. Box 598
South Bend, IN 46624

Ameriquest                         Trade Debt             $110,311
P.O. Box 828997
Philadelphia, PA 19182-8997

Freightliner                       Trade Debt              $54,710

Savannah Freightliner Sterling     Trade Debt               $6,948

Harrison Lumber                    Trade Debt               $6,653

Internal Revenue Service           Taxes                    $5,700

North Carolina Department of       Taxes                    $5,349
Revenue

Reitnouer Inc.                     Trade Debt               $3,503

Kentucky Department of Revenue     Taxes                    $2,764

Praxair Distribution Inc.          Trade Debt               $2,181

Mutual of Omaha                    Trade Debt               $1,314

Lee Reimann & Associates           Trade Debt                 $40


CORE HOLDING: Calif. App. Court Rules on Premier Capital Dispute
----------------------------------------------------------------
Gary Vergilio has appealed from a final judgment for fraudulent
transfer in favor of Premier Capital Limited Liability Company for
$21,000.  Premier, a creditor of Mr. Vergilio's company, which had
been a chapter 11 debtor, asserted that he personally obtained
$400,000 that should have gone to the creditors pursuant to a plan
of reorganization.  Premier prevailed at trial only on its cause
of action for fraudulent transfer.  Mr. Vergilio asserts on appeal
that the trial court should have granted his pretrial motion for
judgment on the pleadings because the federal district court
sitting in bankruptcy had exclusive jurisdiction over the
fraudulent transfer cause of action.

The Court of Appeals of California, Fourth District, Division
Three, requested supplemental briefing on the issue of whether
Premier had stated a cause of action for fraudulent transfer
against Mr. Vergilio.  The appellate court learned from the
briefing that Premier was actually suing Mr. Vergilio as a first
transferee of a fraudulent transfer.

The appeals court concluded that the trial court had jurisdiction
over Premier's fraudulent transfer claim.  As this was the only
issue Mr. Vergilio raised on appeal, the appeals court affirmed
the order denying his motion to dismiss the action on
jurisdictional grounds.

Mr. Vergilio was the president and CEO of Core Holdings, Inc.,
which had a number of subsidiaries.  Core obtained a $100,000 line
of credit from Bank of America in 1998, which it then proceeded to
draw down.  In 1999, Core and its subsidiaries filed for
bankruptcy protection under chapter 11, and Bank of America filed
a proof of claim as an unsecured creditor.  Core continued to
operate as debtor-in-possession, with Mr. Vergilio as president
and CEO. The court confirmed Core's plan of reorganization in
February 2001; the final decree was entered, and the case was
closed in March 2005.

The Core reorganization plan provided that the class 5 unsecured
creditors, such as Bank of America, were to be paid at least a
total of $681,816.  The payments were to be made by means of a
biannual distribution pro rata of all cash on hand over $200,000
between April 1, 2001, and October 1, 2005, "or until at least
$681,816 . . . has been distributed to Class 5 creditors,
whichever last occurs."  If Core did not perform, the plan allowed
a creditor to move to convert the case to a chapter 7 liquidation.

Bank of America assigned its right to the Core debt to Premier in
September 2001, and Premier filed the notice of assignment in the
bankruptcy court in February 2005.  As of that time, the debt was
nearly $100,000.  According to Premier, Core never distributed any
cash to the class 5 unsecured creditors.

In August 2005, Maxim Healthcare Services, Inc., bought Core's
assets.  Maxim paid for the assets by (1) a wire transfer into a
Core bank account on Aug. 17, 2005; (2) a wire transfer on August
17 to a third party to pay off a secured note; and (3) a check for
$400,000 to Mr. Vergilio dated Oct. 12, 2005.

Premier sued Mr. Vergilio for conversion, fraud, fraudulent
transfer, negligence, and constructive trust.  It claimed as
damages its pro rata share of the $400,000 sent by Maxim to Mr.
Vergilio.  Premier did not sue Core for failing to distribute the
two wire transfers received in August 2005.

Mr. Vergilio moved for judgment on the pleadings just before
trial.  The basis for the motion was that the bankruptcy court had
exclusive jurisdiction over the state court action, because it
concerned the enforcement of a reorganization plan.  The court
denied the motion.

The case was tried to the court over two days. The court ruled in
Mr. Vergilio's favor on all causes of action except fraudulent
transfer.  The court entered judgment against Mr. Vergilio on this
cause of action for $14,800, which, together with $6,293 in
interest, made for a total judgment of $21,093.

The case is PREMIER CAPITAL LIMITED LIABILITY COMPANY, Plaintiff
and Respondent, v. GARY A. VERGILIO, Defendant and Appellant, No.
G044935 (Calif. App. Ct.).  A copy of the Appeals Court's Aug. 17,
2012 Opinion is available at http://is.gd/IeoysCfrom Leagle.com.


DECOR PRODUCTS: Reports $954,800 Net Income in Second Quarter
-------------------------------------------------------------
Decor Products International, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing net income of US$954,826 on US$5.81 million of net
revenues for the three months ended June 30, 2012, compared with
net income of US$1.06 million on US$5.80 million of net revenues
for the same period a year ago.

The Company reported net income of US$1.35 million on US$9.63
million of net revenues for the six months ended June 30, 2012,
compared with net income of US$1.71 million on US$10.84 million of
net revenues for the same period during the prior year.

The Company's balance sheet at June 30, 2012, showed US$45.83
million in total assets, US$10.73 million in total liabilities and
US$35.09 million in total stockholders' equity.

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

                        http://is.gd/dRjdzf

                       About Decor Products

Decor Products International, Inc., through its subsidiaries,
mainly engages in the manufacture and sale of furniture decorative
paper and related products in the People's Republic of China.  The
Company is headquartered in Chang'an Town, Dongguan, Guangdong
Province, between Shenzhen and Guangzhou in southern China.

After auditing the financial statements for the year ended
Dec. 31, 2011, HKCMCPA Company Limited, in Hong Kong, China, noted
that the Company has made default in repayment of convertible
notes and promissory notes that raise substantial doubt about its
ability to continue as a going concern.


DEMREX INDUSTRIAL: Status Conference Held Aug. 20
-------------------------------------------------
Bankruptcy Judge Jean K. Fitzsimon set a status conference for
Aug. 20 at 4:00 p.m. in the Chapter 11 case of Demrex Industrial
Services, Inc., pursuant to an order dated Aug. 15, available at
http://is.gd/PzjhCzfrom Leagle.com.

Southampton, Pennsylvania-based Demrex Industrial Services
Inc. filed for Chapter 11 bankruptcy (Bankr. E.D. Pa. Case No.
11-19403) on Dec. 9, 2011.  Judge Jean K. FitzSimon presides over
the case.  Albert A. Ciardi, III, Esq., at Ciardi Ciardi & Astin,
P.C., serves as the Debtor's counsel.  In its petition, the Debtor
estimated $1 million to $10 million in assets and debts. The
petition was signed by Barry C. Portnoy, chief executive officer.


D.R.B. INC.: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: D.R.B. Inc.
        dba Don's Trucking
        1801 Coxendale Road
        Chester, VA 23836

Bankruptcy Case No.: 12-34792

Chapter 11 Petition Date: August 15, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Virginia (Richmond)

Judge: Kevin R. Huennekens

Debtor's Counsel: Robert A. Canfield, Esq.
                  CANFIELD, BAER, & HELLER, LLP
                  2201 Libbie Avenue, Suite 200
                  Richmond, VA 23230
                  Tel: (804) 673-6600
                  Fax: (804) 673-6604
                  E-mail: bcanfield@canfieldbaer.com

Estimated Assets: $0 to $50,000

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

a copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/vaeb12-34792.pdf

The petition was signed by Martha H. Beverley, sole director.


DUNHILL COMPANIES: Case Summary & 7 Unsecured Creditors
-------------------------------------------------------
Debtor: Dunhill Companies, LTD.
        776 Main Street
        Osterville, MA 02655

Bankruptcy Case No.: 12-16790

Chapter 11 Petition Date: August 15, 2012

Court: U.S. Bankruptcy Court
       District of Massachusetts (Boston)

Judge: William C. Hillman

Debtor's Counsel: Michael S. Kalis, Esq.
                  632 High Street
                  Dedham, MA 02026
                  Tel: (781) 461-0030
                  Fax: (781) 461-4563
                  E-mail: mikalislaw@verizon.net

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

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

A copy of the Company's list of its seven largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/mab12-16790.pdf

The petition was signed by Charles R. Crovo, II, president.


DUTCH GOLD: Incurs $406,400 Net Loss in Second Quarter
------------------------------------------------------
Dutch Gold Resources, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $406,435 on $0 of sales for the three months ended
June 30, 2012, compared with a net loss of $1.41 million on $0 of
sales for the same period during the prior year.

The Company reported a net loss of $871,061 on $0 of sales for the
six months ended June 30, 2012, compared with a net loss of $2.60
million on $0 of sales for the same period a year ago.

The Company's balance sheet at June 30, 2012, showed $2.65 million
in total assets and $6.85 million in total liabilities.

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

                        http://is.gd/SFQ5hP

                         About Dutch Gold

Based in Atlanta, Ga., Dutch Gold Resources, Inc. (OTC: DGRI)
-- http://www.dutchgoldresources.com/-- is a junior gold miner
focused on developing its existing mining properties in North
America and acquiring and developing new mines that can enter into
production in 12 to 24 months.

After auditing the 2011 results, Hancock Askew & Co., LLP, in
Norcross, Georgia, noted that the Company has limited liquidity
and has incurred recurring losses from operations and other
conditions exist which raise substantial doubt about the Company's
ability to continue as a going concern.

The Company reported a net loss of $4.58 million on $0 of sales in
2011, compared with a net loss of $3.69 million on $0 of revenue
in 2010.


DVORKIN HOLDINGS: Sec. 341 Creditors' Meeting Set for Sept. 18
--------------------------------------------------------------
The U.S. Trustee in Chicago will convene a Meeting of Creditors
under 11 U.S.C. Sec. 341(a) in the Chapter 11 case of Dvorkin
Holdings, LLC, on Sept. 18, 2012, at 1:30 p.m. at 219 South
Dearborn, Office of the U.S. Trustee, 8th Floor, Room 802,
Chicago, Illinois.  The last day to object to dischargeability is
Nov. 19.

Dvorkin Holdings, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Ill. Case No. 12-31336) in Chicago on Aug. 7.  The
Debtor estimated assets of at least $10 million and debts of up to
$10 million.  Bankruptcy Judge Jack B. Schmetterer oversees the
case.  Michael J. Davis, Esq., at Springer, Brown, Covey, Gaetner
& Davis, in Wheaton, Illinois, serves as counsel.  The petition
was signed by Loran Eatman, vice president of DH-EK Management
Corp.


DVORKIN HOLDINGS: Status Hearing Set for Dec. 17
------------------------------------------------
The Bankruptcy Court will hold a status hearing in the case on
Dec. 17, at 10:30 a.m. at 219 South Dearborn, Courtroom 682, in
Chicago.

The Court will hold a hearing on Sept. 6, 2012, at 10:30 a.m. to
set a bar date for filing non-administrative claims.

According to the case docket, the Debtor must file a Chapter 11
Plan and Disclosure Statement by Dec. 6.

Dvorkin Holdings, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Ill. Case No. 12-31336) in Chicago on Aug. 7.  The
Debtor estimated assets of at least $10 million and debts of up to
$10 million.  Bankruptcy Judge Jack B. Schmetterer oversees the
case.  Michael J. Davis, Esq., at Springer, Brown, Covey, Gaetner
& Davis, in Wheaton, Illinois, serves as counsel.  The petition
was signed by Loran Eatman, vice president of DH-EK Management
Corp.


EASTGATE TOWER: Wins Plan-Support Agreement Approval
----------------------------------------------------
Stephanie Gleason at Dow Jones' DBR Small Cap reports that
Eastgate Tower Hotel Associates received bankruptcy-court approval
of its plan-support agreement, under which the hotel's lender
promised to cover the expenses that Eastgate Tower can't pay
during its Chapter 11 case.

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.

                       About Eastgate Tower

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.

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.

Lloyd A. Palans, Esq., at Bryan Cave LLP, in New York, serves as
counsel to the Debtor.


EGPI FIRECREEK: Had $1.3 Million Net Loss in Second Quarter
-----------------------------------------------------------
EGPI Firecreek, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $1.3 million on $12,734 of revenues for
the three months ended June 30, 2012, compared with a net loss of
$463,220 on $36,267 of revenues for the same period last year.

For the six months ended June 30, 2012, the Company had a net loss
of $2.2 million on $31,604 of revenues, compared with a net loss
of $2.4 million on $66,145 of revenues for the corresponding
period in 2011.

The Company's balance sheet at June 30, 2012, showed $2.6 million
in total assets, $6.4 million in total current liabilities,
$1.9 million of Series D preferred stock, and a stockholders'
deficit of $5.7 million.

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

                       http://is.gd/pTMvjO

Scottsdale, Ariz.-based EGPI Firecreek, Inc., was formerly known
as Energy Producers, Inc., an oil and gas production company
focusing on the recovery and development of oil and natural gas.

Through Fiscal 2011, and continuing for Fiscal 2012 the Company
has been concentrating on continuing the building of its oil and
gas division, and secondarily considering restoring additional
infrastructure for its ITS/DOT, Telecommunication and General
Construction area of its business through new targets and
prospects to maintain its business strategy for 2012.

*     *     *

As reported in the TCR on May 11, 2012, M&K CPAs, PLLC, in
Houston, in their report on EGPI's financial statements for the
year ended Dec. 31, 2011, noted that the Company has suffered
recurring losses and negative cash flows from operations that
raise substantial doubt about its ability to continue as a going
concern.


EGPI FIRECREEK: Incurs $1.3 Million Net Loss in Second Quarter
--------------------------------------------------------------
EGPI Firecreek, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.31 million on $12,734 of total revenue for the three months
ended June 30, 2012, compared with a net loss of $463,220 on
$36,267 of total revenue for the same period a year ago.

The Company reported a net loss of $2.16 million on $31,604 of
total revenue for the six months ended June 30, 2012, compared
with a net loss of $2.35 million on $66,145 of total revenue for
the same period during the prior year.

The Company's balance sheet at June 30, 2012, showed $2.57 million
in total assets, $6.42 million in total liabilities, all current,
$1.86 million in series D preferred stock, and a $5.71 million
total shareholders' deficit.

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

                        http://is.gd/pTMvjO

                        About EGPI Firecreek

Scottsdale, Ariz.-based EGPI Firecreek, Inc. (OTC BB: EFIR) was
formerly known as Energy Producers, Inc., an oil and gas
production company focusing on the recovery and development of oil
and natural gas.

The Company has been focused on oil and gas activities for
development of interests held that were acquired in Texas and
Wyoming for the production of oil and natural gas through Dec. 2,
2008.  Historically in its 2005 fiscal year, the Company initiated
a program to review domestic oil and gas prospects and targets.
As a result, EGPI acquired non-operating oil and gas interests in
a project titled Ten Mile Draw located in Sweetwater County,
Wyoming for the development and production of natural gas.  In
July 2007, the Company acquired and began production of oil at the
2,000 plus acre Fant Ranch Unit in Knox County, Texas.  This was
followed by the acquisition and commencement in March 2008 of oil
and gas production at the J.B. Tubb Leasehold Estate located in
the Amoco Crawar Field in Ward County, Texas.

The Company reported a net loss of $4.97 million in 2011, compared
with a net loss of $4.48 million in 2010.

In its audit report for the 2011 results, M&K CPAS, PLLC, in
Houston, Texas, noted that the Company has suffered recurring
losses and negative cash flows from operations that raise
substantial doubt about its ability to continue as a going
concern.


EPAZZ INC: Reports $97,900 Net Income in Second Quarter
-------------------------------------------------------
Epazz, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $97,921 on $432,890 of revenue for the three months ended
June 30, 2012, compared with net income of $11,795 on $235,707 of
revenue for the same period a year ago.

The Company reported a net loss of $108,186 on $547,367 of revenue
for the six months ended June 30, 2012, compared with net income
of $41,146 on $450,290 of revenue for the same period during the
prior year.

The Company's balance sheet at June 30, 2012, showed $1.60 million
in total assets, $2.22 million in total liabilities and a $624,881
total stockholders' deficit.

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

                         http://is.gd/rAOLnS

                           About EPAZZ Inc.

Chicago, Ill.-based EPAZZ, Inc., was incorporated in the State of
Illinois on March 23, 2000, to create software to help college
students organize their college information and resources.  The
idea behind the Company was that if the information and resources
provided by colleges and universities was better organized and
targeted toward each individual, the students would encounter a
personal experience with the college or university that could lead
to a lifetime relationship with the institution.  This concept is
already used by business software designed to retain relationships
with clients, employees, vendors and partners.

In its report on the financial statements for 2011, Lake &
Associates CPA's LLC, in Schaumburg, Illinois, expressed
substantial doubt as to the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has a significant accumulated deficit and continues to incur
losses.  The Company's viability is dependent upon its ability to
obtain future financing and the success of its future operations.

The Company reported a net loss of $336,862 in 2011, compared with
net income of $120,785 in 2010.

                          Bankruptcy Warning

The Company said in its 2011 annual report that it cannot be
certain that any financing will be available on acceptable terms,
or at all, and the Company's failure to raise capital when needed
could limit its ability to continue and expand its business.  The
Company intends to overcome the circumstances that impact its
ability to remain a going concern through a combination of the
commencement of additional revenues, of which there can be no
assurance, with interim cash flow deficiencies being addressed
through additional equity and debt financing.  The Company's
ability to obtain additional funding for the remainder of the 2012
year and thereafter will determine its ability to continue as a
going concern.  There can be no assurances that these plans for
additional financing will be successful.  Failure to secure
additional financing in a timely manner to repay the Company's
obligations and supply the Company sufficient funds to continue
its business operations and on favorable terms if and when needed
in the future could have a material adverse effect on its
financial performance, results of operations and stock price and
require the Company to implement cost reduction initiatives and
curtail operations.  Furthermore, additional equity financing may
be dilutive to the holders of the Company's common stock, and debt
financing, if available, may involve restrictive covenants, and
strategic relationships, if necessary to raise additional funds,
and may require that the Company relinquish valuable rights.  In
the event that the Company is unable to repay its current and
long-term obligations as they come due, the Company could be
forced to curtail or abandon its business operations, or file for
bankruptcy protection; the result of which would likely be that
the Company's securities would decline in value or become
worthless.


FIDELITY NATIONAL: Moody's Affirms '(P)Ba1' Sub. Debt Rating
------------------------------------------------------------
Moody's Investors Service has assigned a Baa3 rating to the $400
million in 10-year senior notes offered by Fidelity National
Financial, Inc. (NYSE: FNF; senior debt rated Baa3) and affirmed
the A3 insurance financial strength (IFS) ratings of the company's
lead title insurance operating subsidiaries. In the same action,
Moody's also assigned ratings to Fidelity National's multiple
seniority shelf (senior at (P)Baa3). The proceeds from the debt
offering are expected to be used primarily to repay a March 2013
debt maturity and for general corporate purposes. The outlook for
the ratings is stable.

Ratings Rationale

Commenting on the rating action Moody's Senior Credit Officer Paul
Bauer said, "Fidelity National's leading market share and
effective expense management have enabled the company to do well
despite a difficult real-estate market, where low levels housing
resale transactions have damped revenue. " Mr. Bauer added that, "
Fidelity National's adjusted financial leverage will be 33% on a
pro forma basis following the debt offering but is expected to
return to 30% after the March 2013 debt repayment."

Moody's ratings on Fidelity National are based on the company's
leading position in the US title insurance market, balanced
distribution system, disciplined underwriting and financial
controls, and continued profitability in spite of a difficult
operating environment characterized by low levels of real estate
sales, somewhat offset by high mortgage refinance volume.
Additional positives include nimble expense management, and a high
quality, liquid investment portfolio. These strengths are tempered
by the company's historic record of occasionally using significant
amounts of financial leverage, a somewhat aggressive acquisition
record, significant regulatory and legal risk, and by volatility
in the group's revenue base and profit margins reflecting the
fundamental cyclicality of the title insurance business. Over the
medium term, Moody's expect continued pressure on earnings and
revenue due to macro pressure from dampened activity in US housing
markets.

Factors that could result in an upgrade of Fidelity Nationals
ratings include: maintaining profit margins in the high single
digits (8%) or better in the ongoing industry downturn; earnings
coverage above 6x, and holding company cash flow coverage of
interest above 4x; a long term commitment to moderate financial
leverage (adjusted debt-to-capital below 35%, unadjusted debt-to-
capital below 25%); and an improvement in the macro environment
such that real estate transactions increase, helping provide more
stable title insurance revenue. Conversely , factors that could
result in a downgrade of Fidelity National's ratings include: net
earnings dipping into negative territory in an industry downturn;
debt-to-capital rising to over 35% on an unadjusted basis, or 45%
on a Moody's adjusted basis; interest coverage below 4x; large
debt-financed acquisitions; or a sustained reduction in subsidiary
capital adequacy (e.g. underwriting leverage greater than 10x).

The following ratings have been assigned with a stable outlook:

  Fidelity National Financial, Inc. -- $400 million senior notes
  due 2022 rated at Baa3; provisional senior unsecured debt at
  (P)Baa3; provisional subordinated debt at (P)Ba1; provisional
  preferred stock at (P)Ba2.

The following ratings were affirmed with a stable outlook:

  Fidelity National Financial, Inc. -- senior unsecured debt at
  Baa3;

  Alamo Title Insurance Company -- insurance financial strength at
  A3;

  Chicago Title Insurance Company -- insurance financial strength
  at A3; and,

  Fidelity National Title Insurance Company -- insurance financial
  strength at A3;

The following title insurance subsidiary ratings were withdrawn as
these entities have been merged into Chicago Title Insurance
Company:

  Chicago Title Insurance Company of Oregon -- insurance financial
  strength withdrawn at A3;

  Security Union Title Insurance Company -- insurance financial
  strength withdrawn at A3; and,

  TICOR Title Insurance Company -- insurance financial strength
  withdrawn at A3.

The principal methodology used in this rating was Moody's Rating
Methodology for U.S. Title Insurance Companies published in
December 2011.

Fidelity National Financial, Inc., headquartered in Jacksonville,
Florida, provides title insurance and various related services on
a national scale. For the first six months of 2012, the company
reported total revenue of $2.9 billion and net income of $224
million. As of June 30, 2012, shareholders' equity was $4.1
billion.


FIRST DATA: Extends Credit Suisse Credit Agreement Until 2017
-------------------------------------------------------------
First Data Corporation entered into the 2012 August Extension
Amendment, relating to its Credit Agreement, dated as of Sept. 24,
2007, as amended several times, among First Data, the several
lenders from time to time parties thereto and Credit Suisse AG,
Cayman Islands Branch, as administrative agent.

Among other things, the Amendment Agreement:

   (i) converts approximately $295 million of the existing term
       loans maturing in 2014 under the Company's senior secured
       term credit facilities into a new dollar-denominated term
       loan tranche and a new euro-denominated term loan tranche,
       each of which will mature on March 24, 2017; and

  (ii) provides for an increase in the interest applicable to the
       2017B Term Loans to a rate equal to, at the Company's
       option, either (a) LIBOR for deposits in the applicable
       currency plus 500 basis points or (b) with regard to
       dollar-denominated borrowings, a base rate plus 400 basis
       points.

                       $1.3 Billion Indenture

On Aug. 16, 2012, First Data issued and sold $1,300,000,000
aggregate principal amount of 6 3/4% Senior Secured Notes due
2020, which mature on Nov. 1, 2020, pursuant to an indenture,
dated Aug. 16, 2012, by and among the Company, the guarantors
party thereto and Wells Fargo Bank, National Association, as
trustee.  The Company used the net proceeds from the issue and
sale of the notes to repay a portion of the term loans under the
Company's senior secured credit facilities and to pay related fees
and expenses.

Interest Rate

The notes accrue interest at the rate of 6 3/4% per annum and
mature on Nov. 1, 2020.  Interest on the notes is payable in cash
on May 1 and November 1 of each year.

Ranking

The notes:

   * rank senior in right of payment to any existing and future
     subordinated indebtedness, including the Company's existing
     senior subordinated notes;

   * rank equally in right of payment with all of the Company's
     existing and future senior indebtedness;

   * are effectively senior in right of payment to indebtedness
     under the Company's existing senior unsecured notes and the
     Company's existing senior secured second lien notes to the
     extent of the value of the collateral securing the notes;

   * are effectively equal in right of payment with indebtedness
     under the Company's senior secured credit facilities, the
     7.375% Notes and the 8.875% Notes; and

   * are effectively subordinated in right of payment to all
     existing and future indebtedness and other liabilities of the
     Company's non-guarantor subsidiaries.

Guarantees

The notes are jointly and severally and fully and unconditionally
guaranteed on a senior secured basis by each of the Company's
existing and future direct and indirect wholly owned domestic
subsidiaries that guarantees the Company's senior secured credit
facilities.  Each of the guarantees of the notes is a general
senior obligation of each guarantor and:

   * rank senior in right of payment to all existing and future
     subordinated indebtedness of the guarantor subsidiary,
     including the Company's existing senior subordinated notes;

   * rank equally in right of payment with all existing and future
     senior indebtedness of the guarantor subsidiary;

   * is effectively senior in right of payment to the guarantees
     of the Company's existing senior unsecured notes and the
     Company's existing senior secured second lien notes to the
     extent of the guarantor subsidiary's value of the collateral
     securing the notes;

   * is effectively equal in right of payment with the guarantees
     of the Company's senior secured credit facilities, the 7.375%
     Notes and the 8.875% Notes; and

   * is effectively subordinated in right of payment to all
     existing and future indebtedness and other liabilities of any
     subsidiary of a guarantor that is not also a guarantor of the
     notes.

Any guarantee of the notes will be released in the event that
guarantee is released under the Company's senior secured credit
facilities.

Security

Pursuant to a security agreement and a pledge agreement, each
dated as of Aug. 20, 2010, among the Company, the guarantors party
thereto and Wells Fargo Bank, National Association, as collateral
agent, the notes and the guarantees are secured by first-priority
liens, subject to permitted liens, on certain of the Company's
assets and the assets of the subsidiary guarantors that secure the
Company's senior secured credit facilities including:

   * substantially all the capital stock of any of the Company's
     wholly owned first-tier subsidiaries or of any subsidiary
     guarantor of the notes; and

   * substantially all tangible and intangible assets of the
     Company and each subsidiary guarantor, other than (1) certain
     real property, (2) settlement assets and (3) deposit
     accounts, other bank or securities accounts, cash,
     leaseholds, excluded stock and stock equivalents, motor
     vehicles and other customary exceptions.

Prepayments and Redemptions

The Company is required to make an offer to repay the notes with
net proceeds from specified asset sales, subject to the right to
repay other senior secured debt and certain other types of
indebtedness or reinvest such proceeds in the Company's business.
In addition, the Company will be required to offer to repay the
notes upon the occurrence of a change of control.

The Company may redeem the notes, in whole or in part, at any time
prior to Nov. 1, 2015, at a price equal to 100% of the principal
amount of the notes redeemed plus accrued and unpaid interest to
the redemption date and a "make-whole premium."  Thereafter, the
Company may redeem the notes, in whole or in part, at established
redemption prices.  In addition, on or prior to Nov. 1, 2015, the
Company may redeem up to 35% of the aggregate principal amount of
notes with the net cash proceeds from certain equity offerings at
established redemption prices.

Certain Covenants and Events of Default

The indenture governing the notes contains a number of covenants
that, among other things, restricts, subject to certain
exceptions, the Company's and its restricted subsidiaries' ability
to:

   * incur additional debt or issue certain preferred shares;

   * pay dividends on or make other distributions in respect of
     capital stock or make other restricted payments;

   * make certain investments;

   * sell certain assets;

   * create liens on certain assets to secure debt;

   * consolidate, merge, sell or otherwise dispose of all or
     substantially all assets;

   * enter into certain transactions with affiliates; and

   * designate subsidiaries as unrestricted subsidiaries.

In addition, the indenture governing the notes imposes certain
requirements as to future subsidiary guarantors.  The indenture
governing the notes also contains certain customary events of
default.

A copy of the Indenture is available for free at:

                        http://is.gd/e8Lof9

                         About First Data

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

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

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

                          *     *     *

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


FLETCHER ASSET: Fund Wants Chapter 11 Trustee to Take Over
----------------------------------------------------------
Katy Stech at Dow Jones' DBR Small Cap reports that Controllers of
the one of Fletcher Asset Management's hedge fund affiliates have
asked the judge who is presiding over the fund's bankruptcy to put
a new leader in charge of the case to continue figuring out how to
pay creditors back using the fund's long-term, complex
investments.

                   About Fletcher International

Fletcher International, Ltd., filed a bare-bones Chapter 11
petition (Bankr. S.D.N.Y. Case No. 12-12796) on June 29, 2012, in
Manhattan.  The Bermuda exempted company estimated assets and
debts of $10 million to $50 million.  The bankruptcy documents
were signed by its president and director, Floyd Saunders.

David R. Hurst, Esq., at Young Conaway Stargatt & Taylor, LLP, in
New York, serves as counsel.

Fletcher International Ltd. is managed by the investment firm of
Alphonse "Buddy" Fletcher Jr.

Fletcher Asset Management was founded in 1991.  During its initial
four years, FAM operated as a broker dealer trading various debt
and equity securities and making long-term equity investments.
Then, in 1995, FAM began creating and managing a family of private
investment funds.

The Debtor is a master fund in the Fletcher Fund structure.  As a
master fund, it engages in proprietary trading of various
financial instruments, including complex, long-term, illiquid
investments.

The Debtor is directly owned by Fletcher Income Arbitrage Fund and
Fletcher International Inc., which own roughly 83% and 17% of the
Debtor's common shares, respectively.  Arbitrage's direct parent
entities are Fletcher Fixed Income Alpha Fund and FIA Leveraged
Fund, both of which are incorporated in the Cayman Islands and are
subject to liquidation proceedings in that jurisdiction, and which
own roughly 76% and 22% of Arbitrage's common stock, respectively.
The Debtor currently has a single subsidiary, The Aesop Fund Ltd.


FRIENDFINDER NETWORKS: S&P Cuts CCR to 'CCC' on Refinancing Risk
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Boca
Raton, Fla.-based FriendFinder Networks Inc. to 'CCC' from 'CCC+'.
"We have also lowered all issue-level ratings on the company's
debt by one notch in conjunction with the downgrade. The rating
outlook is negative," S&P said.

"The rating actions reflect the company's declining paid
subscriptions and the likelihood that operating results will
remain weak over the near term, pressuring covenant compliance,"
said Standard & Poor's credit analyst Daniel Haines. "In addition,
we believe that the company faces significant risks related to
refinancing its large debt maturities due in September 2013. We
expect continued economic headwinds and declining subscriptions to
remain a drag on results," added Mr. Haines.

"The negative outlook reflects our expectation of limited headroom
with covenants over the next 12 months and of risks associated
with refinancing the 2013 maturities. We could lower the rating if
operating performance is below our expectations and it appears
that the company will violate its covenants. Specifically, if it
appears that EBITDA will not rise by over 15% over the next 12
months, we could lower the rating. We could also lower the rating
if the company does not have a viable strategy to refinance its
debt obligations as their maturity date comes closer. Pressure on
liquidity, such as negative discretionary cash flow and dwindling
cash balances over the next couple quarters, could also cause us
to lower the rating as the company does not have a revolver," S&P
said.

"Although highly unlikely over the near term, we could revise the
outlook or raise the rating if the company is able to reverse
declines in revenue, improve its EBITDA margin, and address its
upcoming debt maturities," S&P said.


FUELSTREAM INC: Incurs $791,000 Net Loss in Second Quarter
----------------------------------------------------------
Fuelstream, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $791,375 on $398,537 of net sales for the three months ended
June 30, 2012, compared with a net loss of $459,954 on $0 of net
sales for the same period a year ago.

The Company reported a net loss of $887,265 on $398,537 of net
sales for the six months ended June 30, 2012, compared with a net
loss of $542,279 on $0 of net sales for the same period during the
prior year.

The Company's balance sheet at June 30, 2012, showed $3.12 million
in total assets, $4.91 million in total liabilities, and a
$1.78 million total stockholders' deficit.

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

                        http://is.gd/WrX64g

                          Fuelstream Inc.

Draper, Utah-based Fuelstream, Inc., is an in-wing and on-location
supplier and distributor of aviation fuel to corporate,
commercial, military, and privately-owned aircraft throughout the
world.  The Company also provides a variety of ground services
either directly or through its affiliates, including concierge
services, passenger andbaggage handling, landing rights,
coordination with local aviation authorities, aircraft maintenance
services, catering, cabin cleaning, customsapprovals, and third-
party invoice reconciliation.  The Company's personnel assist
customers in flight planning and aircraft routing aircraft,
obtaining permits, arranging overflies, and flight follow
services.

The Company's balance sheet at March 31, 2012, showed $3,580,067
in total assets, $4,575,398 in total liabilities, and a
stockholders' deficit of $995,331.

Morrill & Associates, LLC, in Bountiful, Utah, expressed
substantial doubt about Fuelstream'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 negative working capital, negative cash flows from
operations and recurring operating losses.


FUELSTREAM INC: Has $791,300 Net Loss in Second Quarter
-------------------------------------------------------
Fuelstream, Inc., formerly SportsNuts, Inc., filed its quarterly
report on Form 10-Q, reporting a net loss of $791,375 on $398,537
of sales for the three months ended June 30, 2012, compared with a
net loss of $459,954 on $0 sales for the same period last year.

For the six months ended June 30, 2012, the Company reported a net
loss of $887,265 on $398,537 of sales, compared with a net loss of
$542,279 on $0 sales for the same period of 2011.

The Company's balance sheet at June 30, 2012, showed $3.1 million
in total assets, $4.9 million in total liabilities, and a
stockholders' deficit of $1.8 million.

The accumulated deficit as of June 30, 2012, was $33.0 million and
the total stockholders' deficit at June 30, 2012 was
$1.8 million.

Morrill & Associates, LLC, in Bountiful, Utah, expressed
substantial doubt about Fuelstream'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 negative working capital, negative cash flows from
operations and recurring operating losses.

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

                       http://is.gd/kvWErv

Draper, Utah-based Fuelstream, Inc., is an in-wing and on-location
supplier and distributor of aviation fuel to corporate,
commercial, military, and privately-owned aircraft throughout the
world.  The Company also provides a variety of ground services
either directly or through its affiliates, including concierge
services, passenger andbaggage handling, landing rights,
coordination with local aviation authorities, aircraft maintenance
services, catering, cabin cleaning, customsapprovals, and third-
party invoice reconciliation.  The Company's personnel assist
customers in flight planning and aircraft routing aircraft,
obtaining permits, arranging overflies, and flight follow
services.


FULLCIRCLE REGISTRY: Reports $91,900 Net Loss in Q2 2012
--------------------------------------------------------
FullCircle Registry, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $91,962 on $468,996 of revenues for
the three months ended June 30, 2012, compared with a net loss of
$120,920 on $318,686 of revenues for the comparable period last
year.

For the six months ended June 30, 2012, the Company reported a net
loss of $160,204 on $913,639 of revenues, compared with a net loss
of $174,856 on $653,401 of revenue for the corresponding period of
2011.

The Company's balance sheet at June 30, 2012, showed $6.3 million
in total assets, $6.2 million in total liabilities, and
stockholders' equity of $120,672.

The Company has incurred losses resulting in an accumulated
deficit of $8.6 million and $8.4 million as of June 30, 2012, and
Dec. 31, 2011, respectively.  The Company has negative working
capital of $715,793 at June 30, 2012.

As reported in the TCR on April 16, 2012, Rodefer Moss & Co.,
PLLC, in New Albany, Indiana, expressed substantial doubt about
FullCircle Registry's ability to continue as a going concern,
following the Company's results for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has
suffered recurring losses from operations and has a net working
capital deficiency.

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

                       http://is.gd/I5kdbp

Located in Shelbyville, Kentucky, FullCircle Registry, Inc.'s
current business plan involves the acquisition of small profitable
businesses.  FullCircle Registry, Inc., has become a holding
company with currently three subsidiaries.  They are FullCircle
Entertainment, Inc., FullCircle Insurance Agency, Inc.. and
FullCircle Prescription Services, Inc.  Target companies are those
in search of exit plans for the owners and are intended to
continue autonomous operations as current ownership is phased out
over a period of 3-5 years.


FURRS SUPERMARKETS: Court Sustains Objection to Coca-Cola Claim
--------------------------------------------------------------
Bankruptcy Judge James S. Starzynski sustained the objection of
the case trustee for Furrs Supermarkets, Inc., to the reclamation
claim filed by Coca-Cola Bottling Company of Santa Fe.  According
to the Court's order, the undisputed facts establish that on the
petition date secured creditors had a floating lien on inventory
and their claims exceeded the value of that inventory.  Therefore,
any reclamation right Coca-Cola had was of no value and Coca-Cola
is not entitled to an administrative or secured claim.

The Furrs Supermarkets Trustee had filed Motion for Summary
Judgment on Amended Threshold Objections to Reclamation Claims
directed at several creditors that responded to the amended claim
objection.  All of those creditors settled with the Trustee except
Coca-Cola, which filed no response to the Trustee's Motion.

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

Furrs Supermarkets, Inc., filed a voluntary Chapter 11 petition
(Bankr. D. N.M. Case No. 01-10779) on Feb. 8, 2001.  On the
Petition Date, the Debtor owed its secured creditors more than
$127,000,000, secured by, inter alia, perfected security interests
in the Debtor's inventory.  On the Petition Date, the value of the
Debtor's inventory of goods purchased for resale was no more than
$66,122,939.  When the Debtor's assets were sold to Fleming Foods,
Fleming agreed to pay book value for the Debtor's goods purchased
for resale, with certain downward adjustments for discontinued and
out-of-date product.


GENE CHARLES: Gulf Coast Says Bankruptcy Filed in Bad Faith
-----------------------------------------------------------
Gulf Coast Bank & Trust Co. has lodged a request in Court seeking
dismissal of the Chapter 11 bankruptcy petition filed by the Gene
Charles Valentine Trust, saying the case was not filed in good
faith with the intention of reorganizing the Debtor but rather for
the sole purpose of delay as admitted in its filings before the
Bankruptcy Court.

Gulf Coast purchased from the Federal Deposit Insurance
Corporation, as Receiver for Ameribank, Inc., the servicing rights
and responsibilities on a promissory note dated Oct. 4, 2005, in
the original principal amount of $3,960,000 that had been
guaranteed by, and as a result of default is now held by, the
United States Department of Agriculture Rural Development Program;
a second promissory note dated Oct. 4,2005, in the original
principal amount of $990,000; and a third promissory note dated
Sept. 25, 2006, in the original principal amount of $500,000.

The Gene Charles Valentine Trust, the Peace Point Farm Equestrian
Facility, LLC, and Mr. Gene Charles Valentine pledged as
collateral 12 tracts of real property comprising more than 600
acres of land located near Bethany, Brooke County, West Virginia,
to secure the three loans.  All of the real estate pledged as
collateral for the loans is titled in the name of the Gene Charles
Valentine Trust.

Immediately following the sale of the loans by the FDIC to Gulf
Coast on Sept. 21, 2009, the Valentine entities defaulted and have
made no payments of principal or interest since that date.  Gulf
Coast sued in the Circuit Court of Brooke County for judgment on
the notes and published notice of a deed of trust sale on the
Brooke County real property.  The Valentine Defendants filed a
counterclaim and sought injunctive relief alleging, among other
claims, that the FDIC and Gulf Coast had conspired to keep the
Valentine Defendants from purchasing its own notes at the FDIC
auction.  The FDIC was joined as a party, the case was removed to
the federal District Court for the Northern District of West
Virginia, and after the FDIC moved for its dismissal and briefs
were filed, Judge Frederick P. Stamp, Jr. issued an Order
dismissing the FDIC and most of the claims brought by the
Valentine Defendants in its Counterclaim.

Judge Stamp set the case for mediation before Magistrate Judge
Seibert, and the parties agreed to an outline of a settlement
which during mediation the Valentine Defendants represented
that they could consummate on or before the date of the deed of
trust sale which had been continued until July 19,2012.  The sale
was subsequently postponed by Gulf Coast until Aug. 9, 2012, with
the understanding that the Valentine Defendants would have
until the close of business on the day prior to the deed of trust
sale to comply with the settlement outline and the representations
that Gene Charles Valentine had made to Gulf Coast and to
Magistrate Judge Seibert.  At 4:24 p.m. on Aug. 8, 2012, counsel
for Gulf Coast received notice by e-mail that the Debtor would be
filing bankruptcy, and the Voluntary Petition was filed on Aug. 9,
approximately one hour prior to the scheduled time for the deed of
trust sale.

The bank contends the Gene Charles Valentine Trust:

     -- is not a "person" as defined under section 101(41) of the
        Bankruptcy Code and thus is not entitled to be a debtor
        under section 109(a) of the Bankruptcy Code;

     -- is not a "corporation" as defined under section 101(9) of
        the Bankruptcy Code and thus is not entitled to be a
        debtor under section 109(a) of the Bankruptcy Code;

     -- is not a "business trust" as defined by recognized
        precedent in the Northern District of West Virginia,
        as described by the terms of the Declaration of Trust
        of the Gene Charles Valentine Trust itself, and by the
        statements made by Gene Charles Valentine himself under
        oath in various litigation pending in the United States
        District Court for the Northern District of West Virginia
        and in the Circuit Court for Brooke County, West Virginia.

Gulf Coast has sought permission from the Court to file under seal
certain documents pertinent to its Motion to Dismiss.  Gulf Coast
is seeking an expedited hearing on the Motion to Dismiss.
Objections to the Motion to Dismiss are due Sept. 4.

According to the case docket, the Trust has until Dec. 7 to file a
Chapter 11 Plan and Disclosure Statement.

                About Gene Charles Valentine Trust

A business trust created by investment advisor and broker-dealer
agent Gene Charles Valentine sought Chapter 11 bankruptcy
protection (Bankr. N.D. W.Va. Case No. 12-01078) in Wheeling, West
Virginia on Aug. 9, 2012.  The Gene Charles Valentine Trust owns
commercial and real estate properties in West Virginia, the
Financial West Group, the Peace Point Equestrian Center and the
Aspen Manor.  It estimated $10 million to $50 million in assets
and up to $10 million in liabilities.

Financial West Investment Group, Inc., doing business as Financial
West Group -- http://www.fwg.com/-- is a firm with over 340
registered representatives supervised by 44 Offices of Supervisory
Jurisdiction throughout the United States.  Financial West Group
is a FINRA, and SIPC member and SEC Registered Investment Advisor
(over $1 billion under control) that offers a full range of
financial products and services.  Its corporate office 32 member
staff is dedicated to providing registered representatives quality
service and technology to allow them to focus on best servicing
their investors needs.

Aspen Manor -- http://www.aspenmanorresort-- is a resort that
claims to be the "The Jewel of the Ohio Valley."  Along with its
architectural artistry, including hand-carved ceilings, the Manor
is filled will original art, statues, historic furniture and
artifacts.

Bankruptcy Judge Patrick M. Flatley oversees the case.  The Trust
hired Mazur Kraemer Law Inc., as bankruptcy counsel.

Secured lender Gulf Coast Bank & Trust is represented by:

          Charles J. Kaiser, Jr., Esq.
          Richard N. Beaver, Esq., Esq.
          PHILLIPS, GARDILL, KAISER & ALTMEYER, PLLC
          61 Fourteenth Street
          Wheeling, WV 26003
          Telephone: (304) 232-6810
          Facsimile: (304) 232-4918
          E-mail: cjkaiser@pgka.com
                  richardbeaver@pgka.com


GENERAL GROWTH: Pershing's Bill Ackman Lobbies for Sale
-------------------------------------------------------
The Wall Street Journal's Kris Hudson reports that investor
William Ackman is lobbying the board of General Growth Properties
Inc. to put the mall owner up for sale, arguing that Brookfield
Asset Management Inc.'s efforts as the company's largest
shareholder to take it private have put other potential bidders
such as rival mall owner Simon Property Group Inc. at a
disadvantage.

However, Brookfield said late Thursday that it isn't pursuing a
buyout of GGP, and, according to WSJ, a person familiar with the
talks said Simon isn't currently pursuing a takeover of the
company either.

WSJ relates that in an eight-page letter sent to the GGP board and
filed with the Securities and Exchange Commission, Mr. Ackman
argued that selling GGP in a competitive auction process, rather
than allowing Brookfield to take it private without competing
proposals, could produce greater returns for shareholders.

Mr. Ackman runs hedge-fund firm Pershing Square Capital
Management.

WSJ says a GGP representative confirmed receiving the letter and
said the board will be "reviewing the contents."  He declined to
comment further.

WSJ also reports that a Brookfield representative said the company
is "not taking any steps to acquire GGP," nor is it interested in
selling its roughly 40% stake in the mall owner.  "Over the past
12 months, at the request of Pershing Square, Brookfield
considered and discussed a variety of possible transactions which
would facilitate Pershing Square's desire to maximize the value of
and create liquidity for its interest in GGP," Brookfield's
statement said.  "These discussions are not continuing."

WSJ notes the news of Mr. Ackman's letter triggered a rally in GGP
stock, which closed up 9.7% at $20.32 in 4 p.m. trading on the New
York Stock Exchange on Thursday.

WSJ also relates Mr. Ackman indicated in his letter that Simon,
the largest U.S. mall owner by number of properties, again is
interested in buying part or all of GGP, the No. 2 mall owner.
The letter states that Mr. Ackman met with Simon Chief Executive
David Simon last October and discussed a price for GGP of 0.1765
Simon shares per General Growth share, valuing General Growth at
$21 per share.

According to WSJ, a Simon spokesman didn't return messages seeking
comment on Thursday. However, a person close to the talks said
that Simon didn't propose terms in the October meeting.

WSJ also relates Rich Moore, an analyst at RBC Capital, said Mr.
Ackman's call for a sale is a futile attempt to get out of his
stake in GGP.  "I think it's absolute nonsense," he said. "I think
Ackman wants to sell his shares and is looking for the best way
out."

                       About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, serve as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of Dec. 31, 2008.

General Growth Properties on Nov. 9, 2010, successfully completed
the final steps of its financial restructuring and emerged from
Chapter 11.  GGP restructured roughly $15 billion of project-level
debt Recapitalized with $6.8 billion in new equity capital Paid
all creditor claims in full achieved substantial recovery for
equity holders.

As part of its plan of reorganization, GGP split itself into two
separate and independent publicly traded corporations, and
shareholders as of the record date of Nov. 1, 2010, received
common stock in both companies.


GENERAL MOTORS: HILCO TRADING to Develop Former Facility in Ohio
----------------------------------------------------------------
The Brownfield Communities Development Company (BCDC), a joint
venture company between Northbrook-based Hilco Trading LLC and
Miami-based developer, The Adler Group, has disclosed that it has
entered into an agreement with The RACER (Revitalizing Auto
Communities Environmental Response) Trust to purchase and develop
the former GM Mansfield-Ontario Stamping Plant in Ontario, Ohio.

At a press conference held at the massive former GM plant, Jeffery
B. Hecktman, CEO of Hilco Trading, LLC said: "Hilco is proud to be
a partner in this deal and we're delighted to serve as a catalyst
for an economic revitalization of the entire region." The BCDC
group plans to redevelop the historic single purpose facility into
a modern, accessible, multi-tenant corporate park.  "We believe
that this redevelopment will meet the needs of businesses so they
can compete in today's global market place," added Hecktman.

The agreement is the product of a dedicated partnership of
federal, state and local officials who were determined to bring
new economic activity to this region.  The RACER Trust said that
BCDC has already identified two tenants who are interested in
occupying much of the 2.5-million-square-foot building that sits
on 266 acres just west of Mansfield in Richland County.  The GM
facility served as an economic engine for the community for 55
years but was closed in 2010.

RACER Trustee Elliott P. Laws said, "The agreement with Hilco and
the Adler Group sets the stage for a new era of economic vitality
on this property.  We envision the creation of 1,100 new jobs as a
transformative event for the entire region.  We are delighted for
the Ontario/Mansfield community and for Ohio." The Mansfield-
Ontario Stamping Plant is the 17th former General Motors location
sold since the RACER Trust was established in March 2011.

The press event to disclosed the positive economic news was well
attended by local, state and federal officials including Senator
Sherrod Brown (D); five local mayors and numerous city council
members.  "It is such a proud moment for Hilco and me personally
to be helping to bring back jobs and development to communities
here in Ohio and across the nation," said Hecktman.

                          About The RACER

Revitalizing Auto Communities Environmental Response Trust was
created to clean up and position for redevelopment properties and
other facilities owned by the former General Motors Corp. before
its 2009 bankruptcy.  RACER is one of the largest holders of
industrial property in the United States and is the largest
environmental response and remediation trust in U.S. history. When
the Trust was formed, it owned 89 properties in 14 states,
principally in the Midwest and Northeast.

                      About Hilco Trading, LLC

Headquartered in Northbrook, Illinois (USA), Hilco Trading, LLC
-- http://www.hilcotrading.com/ --  is a privately-held,
diversified financial and operational services firm whose
principal competency is understanding and maximizing the value of
business assets, including retail, consumer and industrial
inventory; machinery and equipment; real estate; accounts
receivable; intellectual property; and, going-concern enterprises.
Through 500 professionals operating on five continents, Hilco
helps companies and their professional advisors assess asset
value, maximize value for said assets through asset monetization
solutions, and enhance value through advisory and consulting
solutions. Hilco serves retailers, wholesalers, distributors,
manufacturers, directly and through their lenders, investors and
advisors, including private equity firms, hedge funds, investment
banks, law firms, turnaround professionals, accounting
professionals, bankruptcy trustees and receivers.

                         About Adler Group

Headquartered in Miami, Florida, Adler Group -- http://
www.adlergroup.com/ -- has developed, acquired and operated in
excess of 20 million square feet of industrial, office, retail and
residential real estate. Today, by means of relationships with a
prestigious list of institutional and private investors and
nationally recognized financial lenders, the company owns and
manages an extensive real estate portfolio comprised primarily of
multi-tenant industrial and office properties located in strategic
markets throughout the Southeast, Mid-Atlantic and Southwest
United States. Recently, Adler Group has acquired commercial
assets in Florida, Tennessee, Virginia, Washington D.C., Maryland,
Texas, and Colorado.

                        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.


GLOBAL HOSPITALITY: Case Summary & 8 Unsecured Creditors
--------------------------------------------------------
Debtor: Global Hospitality LLC
        10728 L. Street
        Omaha, NE 68127

Bankruptcy Case No.: 12-81820

Chapter 11 Petition Date: August 15, 2012

Court: U.S. Bankruptcy Court
       District of Nebraska (Omaha Office)

Debtor's Counsel: Jason C. Hubbard, Esq.
                  JASON HUBBARD LAW
                  2807 S. 87 Avenue
                  Omaha, NE 68124
                  Tel: (402) 393-4000
                  E-mail: info@jasonhubbardlaw.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 unsecured creditors is
available for free at http://bankrupt.com/misc/neb12-81820.pdf

The petition was signed by Anup Singh, managing member.


GOODRICH CORP: Moody's Withdraws '(P)Ba1' Seniority Shelf Rating
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of United
Technologies Corporation (UTC or the company), including the
company's A2 senior unsecured and Prime-1 short-term ratings. The
rating outlook remains negative following completion of the
Goodrich Corporation (Goodrich) acquisition on 26 July 2012. In a
related action, Goodrich's ratings, including its senior unsecured
debt rated Baa2, were withdrawn.

"Affirmation of the UTC ratings reflects the strategic importance
and good fit of Goodrich's aerospace businesses under the UTC
umbrella," noted Russell Solomon, Moody's Senior Vice President
and lead analyst for the two companies. "Moreover," Solomon added,
"we deem the steps taken to effect accelerated repayment of much
of the high, heavily debt-financed purchase price -- including the
sale of assets and repatriation of offshore excess cash balances,
as supplemented by organic cash flows that have not been diverted
to share buybacks or other acquisitions -- sufficient to restore
UTC's credit worthiness within a reasonable timeframe."

While Goodrich is now a wholly-owned subsidiary of UTC, the
Goodrich debt (approximately $2.3 billion) has not been legally
assumed and has not been (nor is it expected to be) guaranteed by
UTC. The rated securities have also been deregistered, and
separate financial statements for Goodrich will subsequently no
longer be filed with the SEC. This, in turn, encumbers Moody's
ability to adequately monitor the financial performance of
Goodrich, and thereby effectively precludes the rating agency from
maintaining rating coverage of the same; hence, the reason for the
withdrawal of all ratings for Goodrich. This concludes Moody's
review of Goodrich ratings as initiated 22 September 2011
following announcement of the acquisition.

Moody's has taken the following ratings actions:

Outlook Actions:

  Issuer: Goodrich Corporation

    Outlook, Changed To Rating Withdrawn From Rating Under Review

Withdrawals:

  Issuer: Goodrich Corporation

    Multiple Seniority Shelf, Withdrawn, previously rated (P)Ba1,
    (P)Baa2

    Senior Unsecured Medium-Term Note Program, Withdrawn,
    previously rated (P)Baa2

    Senior Unsecured Regular Bond/Debenture, Withdrawn, previously
    rated Baa2

  Issuer: Pilchuck WA, Development Public Corporation

    Senior Unsecured Revenue Bonds, Withdrawn, previously rated
    Baa2

Ratings Rationale

UTC's ratings continue to broadly reflect the company's large size
and geographic scale, its diversified business lines, strong
operating margins and stable free cash flow generation. Goodrich,
which had $8.3B in sales for the LTM period ended 31 March 2012,
will be combined with UTC's Hamilton Sundstrand to form the new
UTC Aerospace Systems segment. Still, UTC's financial leverage is
very high for the rating, with Moody's-Adjusted Debt-to-EBITDA
approximating 3 times on a proforma basis at closing. Moody's
expects about one-half of one turn of improvement in this metric
(again, on a proforma basis in consideration of a full year of
ownership of Goodrich and pending asset dispositions) by year-end,
however, as short-term borrowings are repaid with proceeds from
pending asset dispositions and repatriation of overseas excess
cash balances, and full restoration of the company's former sub-2
times level by 2014.

UTC has already announced asset sales approximating gross proceeds
of $4 billion, with more to come -- at a minimum to account for
the sale of Goodrich's engine control and electric power business
units as stipulated by regulators in conjunction with garnering
approval for the Goodrich acquisition. The company has stated that
it expects to generate $3 billion or more in after-tax proceeds
from its divestitures, an amount which could be conservative and
when added to ongoing foreign cash repatriation initiatives and
free cash flow should be sufficient to repay about half of the
debt raised to fund the $16.5 billion Goodrich purchase price
(excluding Goodrich debt) by early 2013. While the revenue
reduction related to the sale of these businesses is material, the
cash flow impact should be relatively modest as the high-level
profitability related to the sold Hamilton Sundstrand businesses
in particular is expected to be mostly offset by other sold and
to-be-sold businesses that have been cash absorptive, particularly
in consideration of requisite investment activities. The recently
completed buy-out of Rolls-Royce plc's (A3 stable) stake in
International Aero Engines AG (unrated) for $1.5 billion (less
cash received from minority partner MTU Aero Engines GmbH to
increase its stake by 5% to 16%) somewhat offsets the anticipated
proceeds from pending and still-to-be-completed divestitures.

While much of the financial risk seems to have been mitigated,
there remains substantial integration and broader execution risk
and growing business risks related to the increasingly challenging
market environment. Moody's remains watchful of a further slow-
down in fundamental business operations as UTC remains heavily
exposed to the weak economic environment in Europe and potential
further weakening in China, as well as currency rate volatility
(in particular that associated with the Euro). The appropriateness
of these concerns seems to have been at least somewhat confirmed
by management's recently lowered guidance (albeit modestly) for
financial performance during the balance of 2012. Moody's has
noted the persistence of the negative order trend in virtually all
business lines, but particularly in the highly profitable spares
and elevator operations, with potentially incremental pricing
pressure yet to ensue and be evidenced in reported financial
performance as a more specific area of concern. The ongoing
negative rating outlook incorporates these risks, which are
additive to the aforementioned strained credit profile at present,
and the higher degree of financial risk that UTC was willing to
incur with the Goodrich acquisition and the financing of the same
more fundamentally, particularly in consideration of the fiscal
conservatism that has historically been demonstrated.

Should events occur that impair UTC's ability to reduce debt and
restore its financial metrics in short order, including risks
related to the integration of Goodrich, failure to execute on debt
reduction initiatives and/or erosion of fundamental business
performance, the company's ratings could face downward pressure.
If Moody's no longer expect Debt-to-EBITDA of around 2x or lower
and Retained Cash Flow-to-Debt to exceed 30% by early 2014,
ratings could be lowered. Additionally, Debt-to-EBITDA that
persists above 2.5x during the first year following the
acquisition, EBIT-to-Interest stalled in the 7x range, and/or
Retained Cash Flow-to-Debt falling below the 25% range could also
warrant consideration for lower ratings.

It is unlikely that UTC's rating would face any upward potential
until the Goodrich acquisition is fully integrated. At that time,
Debt-to-EBITDA below 1.5x, Interest Coverage exceeding 15x and
Retained Cash Flow-to-Debt approaching 50% could be supportive of
a higher rating.

The principal methodology used in rating United Technologies
Corporation and Goodrich Corporation was the Global Aerospace and
Defense Industry Methodology published in June 2010.

United Technologies Corporation (UTC) is a conglomerate which
operates globally in the Industrial (Carrier, building controls;
Otis, elevators; Fire & Security, systems) and Aerospace
(Sikorsky, helicopters; Pratt & Whitney, engines; Hamilton
Sundstrand, avionics and aircraft controls) markets. Headquartered
in Hartford, Connecticut, UTC's revenue approximated $58 billion
in the twelve months to 30 June 2012.

Goodrich Corporation, now a wholly-owned subsidiary of UTC, is a
leading aerospace company serving commercial, military, regional
and general aviation markets. Goodrich's revenue for the LTM
period ended 31 March 2012 approximated $8.3 billion.

Moody's has withdrawn the Goodrich ratings because it believes it
has insufficient or otherwise inadequate information to support
the maintenance of these ratings.


GREENLEAF BAY: Case Summary & 3 Unsecured Creditors
---------------------------------------------------
Debtor: Greenleaf Bay Properties, LLC
        6554 Greenleaf Avenue
        Whittier, CA 90601

Bankruptcy Case No.: 12-37946

Chapter 11 Petition Date: August 15, 2012

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

Judge: Sandra R. Klein

Debtor's Counsel: Glenn Ward Calsada, Esq.
                  LAW OFFICES OF GLENN W. CALSADA
                  9924 Reseda Boulevard
                  Northridge, CA 91324
                  Tel: (818) 477-0314
                  Fax: (818) 473-4277
                  E-mail: glenn@calsadalaw.com

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

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

A copy of the Company's list of its three largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/cacb12-37946.pdf

The petition was signed by Jorge Gamboa, managing member.


GULF COLORADO: Court Allows Payment to Hulcher & C-Metro
--------------------------------------------------------
Gulf, Colorado & San Saba Railway Corporation sought and obtained
authorization from the Hon. H. Christopher Mott of the U.S.
Bankruptcy Court for the Western District of Texas to pay critical
vendors Hulcher Services, Inc., and C-Metro Systems, Inc.

The Debtor said that the payment will allow the normal business
operations of the Debtor to continue without interruption, will
permit Debtor to comply with Federal Railroad Administration
regulations, and will preserve the estate, by allowing for the
payment of the prepetition invoices of the two Critical Vendors.
Each vendor is necessary to the day to day operations of the
Debtor, and each will terminate their services to the Debtor
unless the prepetition debt is paid.

The Debtor operates a short-line freight railroad along 67.5 miles
of railway located between Lometa, Texas and Brady, Texas.  As
with all railroad operators, the Debtor's rail cars are
susceptible to derailment, which occurs when the normal wheel-to-
rail interaction is interrupted.  Derailments may be caused by
broken or misaligned rails, by faults in the wheels, or by any of
a number of other circumstances such as speed, cargo weight and
weather.  The Debtor and its employees have neither the necessary
equipment nor the expertise to address derailments themselves.
Hulcher provides the equipment and the personnel to set a derailed
train back onto the tracks.

The Debtor stated that while there are other vendors who provide
derailment services in Texas, there are only two besides Hulcher
who will service the geographical area of the Debtor's railroad.
While each of those two entities, Pat Baker Company and
R.J. Corman, requires prepayment of a deposit of $100,000 before
they will send a crew to provide services after a derailment has
occurred, Hulcher does not demand a deposit prior to providing
derailment services.  Services for any one job typically cost less
-- sometimes as little as $20,000, the Debtor said.

The Debtor utilizes C-Metro in order to comply with mandatory
requirements for regular inspection of highway-rail grade
crossings on in-service railroad tracks.  Results of all
inspections and tests are required to be recorded, signed and
filed in the office of a supervisory official having jurisdiction,
and made available to the FRA, an operating mode of the Department
of Transportation.  The Debtor is under a current obligation to
provide reports, in connection with alleged deficiencies
highlighted by the FRA.  C-Metro is also needed to provide goods
and services in connection with repairs currently being made at
the Highway 87 railroad crossing in Brady, Texas, at which the
Debtor's alleged non-compliance with certain regulations has
resulted in an emergency closing of the crossing by the FRA.  C-
Metro is acting as general contractor for the repairs to the
crossing, which are approximately half completed; is supervising
other contractors and providing the materials for the job; and is
working with the FRA to obtain approval for the Debtor to reopen
the crossing.  No other vendor is likely to step in and perform
this work mid-project, the Debtor said.

The Court authorized the payment to Hulcher the amount of
$67,118.59, which constitutes the entire amount owed for
prepetition goods and services provided by Hulcher to the Debtor,
with $5,000 to be paid upon entry of this court order and the
remaining $62,118.59 to be paid on or before Sept. 15, 2012.

The Court also authorized that the Debtor pay C-Metro the amount
of $4,520.60, which constitutes the entire amount owed for
prepetition goods and services provided by C-Metro to the Debtor.

Hulcher can be reached at:

      Hulcher Services, Inc.
      Attn: Byron Hart
      611 Kimberly Dr.
      P.O. Box 271
      Denton, TX 76202
      E-mail: bhart@hulcher.com
              chart@hulcher.com

C-Metro can be reached at:

      C-Metro Systems, Inc.
      Attn: Andre Carr
      P.O. Box 3155
      Cedar Hill, Texas 75106

                            About GCSR

Gulf, Colorado & San Saba Railway Corporation operates the Gulf,
Colorado and San Saba Railway, a former Atchison, Topeka and Santa
Fe Railway "San Saba branch line."  The Railway is a short-line
freight railroad headquartered in Brady, Texas and operates from
an interchange with the BNSF Railway at Lometa, Texas 67.5 miles
west to Brady, Texas.  The Railway is located within the counties
of Lampasas, Mills, San Saba and McCulloch, Texas.

The Company filed for Chapter 11 relief (Bankr. W.D. Tex. Case No.
12-11531) on July 3, 2012.  Judge H. Christopher Mott presides
over the case.  Frances A. Smith, Esq., and Subvet D. West, Esq.,
at Shackelford Melton & McKinley, in Dallas, Tex., represents the
Debtor as counsel.  In its schedules, the Debtor disclosed
$24,534,864 in total assets and $3,710,371 in total liabilities.
The petition was signed by Richard C. McClure, president and CEO.


GULF COLORADO: Ronald Hornberger Named Chapter 11 Trustee
---------------------------------------------------------
Judy A. Robbins, U.S. Trustee for Region 7, has appointed Ronald
Hornberger to serve as the Chapter 11 trustee for Gulf, Colorado &
San Saba Railway Corporation.  The Chapter 11 trustee bond is
initially set at $500,000.  The bond may require adjustment as the
trustee collects and liquidates assets of the estate, and the
trustee is directed to inform the Office of the U.S. Trustee when
changes to the bond amount are required or made.

Gulf, Colorado & San Saba Railway Corporation operates the Gulf,
Colorado and San Saba Railway, a former Atchison, Topeka and Santa
Fe Railway "San Saba branch line."  The Railway is a short-line
freight railroad headquartered in Brady, Texas and operates from
an interchange with the BNSF Railway at Lometa, Texas 67.5 miles
west to Brady, Texas.  The Railway is located within the counties
of Lampasas, Mills, San Saba and McCulloch, Texas.

The Company filed for Chapter 11 relief (Bankr. W.D. Tex. Case No.
12-11531) on July 3, 2012.  Judge H. Christopher Mott presides
over the case.  Frances A. Smith, Esq., and Subvet D. West, Esq.,
at Shackelford Melton & McKinley, in Dallas, Tex., represents the
Debtor as counsel.  In its schedules, the Debtor disclosed
$24,534,864 in total assets and $3,710,371 in total liabilities.
The petition was signed by Richard C. McClure, president and CEO.


GULF COLORADO: Taps Jeremy Fortin to Assist in Managing Railway
---------------------------------------------------------------
Gulf, Colorado & San Saba Railway Corporation asks for permission
from the U.S. Bankruptcy Court for the Western District of Texas
to employ Jeremy Fortin, effective as of July 3, 2012.

Mr. Fortin will, among other things:

      a. assist the Debtor in completing its schedules and
         statements of financial affairs; and

      b. assist the Debtor in managing the Gulf, Colorado and San
         Saba Railway including all financial aspects and all
         compliance issues.

Mr. Fortin's usual rate for these services is $1,250 per week.

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

                            About GCSR

Gulf, Colorado & San Saba Railway Corporation operates the Gulf,
Colorado and San Saba Railway, a former Atchison, Topeka and Santa
Fe Railway "San Saba branch line."  The Railway is a short-line
freight railroad headquartered in Brady, Texas and operates from
an interchange with the BNSF Railway at Lometa, Texas 67.5 miles
west to Brady, Texas.  The Railway is located within the counties
of Lampasas, Mills, San Saba and McCulloch, Texas.

The Company filed for Chapter 11 relief (Bankr. W.D. Tex. Case No.
12-11531) on July 3, 2012.  Judge H. Christopher Mott presides
over the case.  Frances A. Smith, Esq., and Subvet D. West, Esq.,
at Shackelford Melton & McKinley, in Dallas, Tex., represents the
Debtor as counsel.  In its schedules, the Debtor disclosed
$24,534,864 in total assets and $3,710,371 in total liabilities.
The petition was signed by Richard C. McClure, president and CEO.


GULF COLORADO: Wants to Hire Shackelford Melton as Attorney
-----------------------------------------------------------
Gulf, Colorado & San Saba Railway Corporation seeks permission
from the U.S. Bankruptcy Court for the Western District of Texas
to employ Shackelford, Melton & McKinley, LLP, as attorney.
Effective as of April 25, 2012

Shackelford Melton will, among other things, advise the Debtor of
its rights, powers, and duties as debtor-in-possession under
the Bankruptcy Code and perform all legal services for and on
behalf of the Debtor that may be necessary or appropriate in the
administration of this bankruptcy case and the Debtor's businesses
at these hourly rates:

      Frances A. Smith, Of Counsel       $325
      Subvet D. West, Associate          $240
      Joanne Dixon, Paralegal            $130

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

                            About GCSR

Gulf, Colorado & San Saba Railway Corporation operates the Gulf,
Colorado and San Saba Railway, a former Atchison, Topeka and Santa
Fe Railway "San Saba branch line."  The Railway is a short-line
freight railroad headquartered in Brady, Texas and operates from
an interchange with the BNSF Railway at Lometa, Texas 67.5 miles
west to Brady, Texas.  The Railway is located within the counties
of Lampasas, Mills, San Saba and McCulloch, Texas.

The Company filed for Chapter 11 relief (Bankr. W.D. Tex. Case No.
12-11531) on July 3, 2012.  Judge H. Christopher Mott presides
over the case.  In its schedules, the Debtor disclosed $24,534,864
in total assets and $3,710,371 in total liabilities.  The petition
was signed by Richard C. McClure, president and CEO.


H&M OIL: Says Liquidating Chapter 11 Plan Is Likely
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that H&M Oil & Gas LLC said in a court filing last week
that it's likely to file a Chapter 11 plan providing for a sale of
the assets.  The company is currently obtaining valuations of the
assets, the filing reveals.  The statements were made in a request
for a first expansion of the exclusive right to propose a
reorganization plan.  If approved by the bankruptcy judge at a
Sept. 7 hearing, the plan filing deadline will be moved back by
two months to Oct. 27.

According to the report, H&M filed an operating report with the
bankruptcy court and income of $212,000 before non-operating
expenses.  The operating report showed a net profit of $177,000,
although there was no accrual for interest expense or
depreciation.

                           About H&M Oil

H&M Oil & Gas, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 12-32785) in its hometown Dallas on
April 30, 2012.  Another entity, Anglo-American Petroleum Corp.
(Case No. 12-32786) simultaneously filed for Chapter 11.  H&M Oil
disclosed $297,119,773 in assets and $77,463,479 in liabilities as
of the Chapter 11 filing.

H&M Oil & Gas is an oil and gas production and development
company.  H&M, through its operating company, H&M Resources LLC,
is focused on developing its leases in the Permian basin and Texas
panhandle.  Dallas, Texas-based Anglo-American Petroleum --
http://www.angloamericanpetroleum.com/-- is the holding
corporation for H&M Oil.

Judge Barbara J. Houser presides over the case.  The Debtors are
represented by Keith William Harvey, Esq., at Anderson Tobin PLLC,
in Dallas.

Prospect Capital Corporation, the Debtors' lone secured creditor,
is represented in the case by Timothy A. Davidson II, Esq., and
Joseph P. Rovira, Esq., at Andrews Kurth LLP.


HAWKER BEECHCRAFT: Won't Dump Pension Plans in Bankruptcy
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hawker Beechcraft Inc. won't join the legion of
bankrupt companies dumping pension plans while reorganizing in
bankruptcy.

According to the report, in talks for a sale to a buyer partly
owned by the Beijing city government, Hawker instead is freezing
the defined-benefit pension plan for 3,500 workers.  At year's
end, the existing plan will be frozen and replaced with a deferred
contribution retirement income savings plan, assuming union
workers vote in favor of the new contract unanimously endorsed by
their local bargaining committee.  Freezing means workers will
receive benefits already accrued and won't run the risk of taking
home reduced pension benefits in amounts guaranteed by the Pension
Benefit Guaranty Corp.

Members of the International Association of Machinists union at
the aircraft-manufacturing plant in Wichita, Kansas, will vote on
the contract proposal Aug. 24.  The machinists union said the new
contract is "the best possible outcome under extremely difficult
circumstances."  In a statement the union said the company's
original offer entailed terminating the existing pension plan.  In
addition, the new contract doesn't change wages, work rules, or
health benefits.

                         Sale to Superior

The report notes Hawker is moving toward a sale of the business to
Superior Aviation Beijing Co. Ltd., unless a higher bid turns up
at auction.  Superior is 40% owned by the Beijing municipal
government.  In mid-July the bankruptcy court in Manhattan gave
Superior exclusive negotiating rights for 45 days.  Superior
tentatively offered to buy most of the aircraft manufacturer for
$1.79 billion.

Before the Chapter 11 filing, Hawker negotiated a reorganization
plan with creditors calling for a stand-alone restructuring by
converting secured and unsecured debt to equity, in the process
reducing debt by $2.55 billion.  The plan was filed in late June.

According to the report, creditors are allowing Hawker to pursue a
transaction with Superior that might be more advantageous than a
debt-for-equity swap.

Hawker's $183 million in 8.5% senior unsecured notes due 2015
traded on Aug. 16 for 16.5 cents on the dollar, according to
Trace, the bond-price reporting system of the Financial Industry
Regulatory Authority.  The $302 million in 8.875% senior unsecured
notes due 2015 traded on Aug. 9 for 17.25 cents, Trace said.

                      About Hawker Beechcraft

Hawker Beechcraft Inc., a designer and manufacturer of light and
medium-sized jet, turboprop and piston aircraft, filed for Chapter
11 reorganization together with 17 affiliates (Bankr. S.D.N.Y.
Lead Case No. 12-11873) on May 3, 2012, having already negotiated
a plan that eliminates $2.5 billion in debt and $125 million of
annual cash interest expense.

The plan, to be filed by June 30, will give 81.9% of the new stock
to holders of $1.83 billion of secured debt, while 18.9% of the
new shares are for unsecured creditors.  The proposal has support
from 68% of secured creditors and holders of 72.5% of the senior
unsecured notes.

Hawker is 49%-owned by affiliates of Goldman Sachs Group Inc. and
49%-owned by Onex Corp.  The Company's balance sheet at Dec. 31,
2011, showed $2.77 billion in total assets, $3.73 billion in total
liabilities and a $956.90 million total deficit.  Other claims
include pensions underfunded by $493 million.  Hawker Beechcraft
disclosed assets of $1,831,097 plus undetermined amounts, and
liabilities of $1,704,736,958 plus undetermined amounts.

Hawker's legal representative is Kirkland & Ellis LLP, its
financial advisor is Perella Weinberg Partners LP and its
restructuring advisor is Alvarez & Marsal.  Epiq Bankruptcy
Solutions LLC is the claims and notice agent.

Sidley Austin LLP serves as legal counsel and Houlihan Lokey
Howard & Zukin Capital Inc. serves as financial advisor to the DIP
Agent and the Prepetition Agent.

Wachtell, Lipton, Rosen & Katz represents an ad hoc committee of
senior secured prepetition lenders holding 70% of the loans.

Milbank, Tweed, Hadley & McCloy LLP represents an ad hoc committee
of holders of the 8.500% Senior Fixed Rate Notes due 2015 and
8.875%/9.625% Senior PIK Election Notes due 2015 issued by Hawker
Beechcraft Acquisition Company LLC and Hawker Beechcraft Notes
Company.  The members of the Ad Hoc Committee -- GSO Capital
Partners, L.P. and Tennenbaum Capital Partners, LLC -- hold claims
or manage accounts that hold claims against the Debtors' estates
arising from the purchase of the Senior Notes.  Deutsche Bank
National Trust Company, the indenture trustee for senior fixed
rate notes and the senior PIK-election notes, is represented by
Foley & Lardner LLP.

An Official Committee of Unsecured Creditors appointed in the case
has selected Daniel H. Golden, Esq., and the law firm of Akin Gump
Strauss Hauer & Feld LLP as legal counsel.  The Committee tapped
FTI Consulting, Inc., as its financial advisor.


HAWKER BEECHCRAFT: Machinists to Vote Pension Proposal
------------------------------------------------------
Members of the International Association of Machinists and
Aerospace Workers (IAM) at Hawker Beechcraft Corp. (HBC) in
Wichita, KS will vote this week on a proposal that would prevent
termination of the existing defined benefit pension plan.

The proposed contract change has the unanimous recommendation of
the IAM District 70, Local 733 Bargaining Committee and would
require Hawker to continue funding the IAM members' defined
benefit plan.  All features of the existing defined benefit plan,
including early retirement options and scheduled benefit increases
will be honored under the proposed modification.

Additionally, all other elements of the current IAM-HBC collective
bargaining agreement, including wage rates, work rules and health
care coverage would remain unchanged.

While current pension plan benefits would be preserved, the
existing plan would be frozen for future accruals effective Dec.
31, 2012.  After that date, a deferred contribution Retirement
Income Saving Plan (RISP) would be added to the current 401(k)
plan to provide future employee retirement benefits.

"The latest proposal represents a significant improvement over
earlier proposals that included complete termination of the
defined benefit pension plan," said IAM Aerospace Coordinator Ron
Eldridge.  "Preserving a defined benefit pension plan at a company
in the midst of bankruptcy reorganization is the best possible
outcome under extremely difficult circumstances."

If ratified by members, the contract change would still require
approval by the bankruptcy judge.

Voting on the contract modification will take place following an
informational meeting on Aug. 24, with results announced later
that day.

The IAM represents more than 3,500 workers at Hawker Beechcraft
and is one of the largest industrial trade unions in North
America, representing nearly 100,000 aerospace workers among
700,000 active and retired members in dozens of industries.

                      About Hawker Beechcraft

Hawker Beechcraft Inc., a designer and manufacturer of light and
medium-sized jet, turboprop and piston aircraft, filed for Chapter
11 reorganization together with 17 affiliates (Bankr. S.D.N.Y.
Lead Case No. 12-11873) on May 3, 2012, having already negotiated
a plan that eliminates $2.5 billion in debt and $125 million of
annual cash interest expense.

The plan, to be filed by June 30, will give 81.9% of the new stock
to holders of $1.83 billion of secured debt, while 18.9% of the
new shares are for unsecured creditors.  The proposal has support
from 68% of secured creditors and holders of 72.5% of the senior
unsecured notes.

Hawker is 49%-owned by affiliates of Goldman Sachs Group Inc. and
49%-owned by Onex Corp.  The Company's balance sheet at Dec. 31,
2011, showed $2.77 billion in total assets, $3.73 billion in total
liabilities and a $956.90 million total deficit.  Other claims
include pensions underfunded by $493 million.  Hawker Beechcraft
disclosed assets of $1,831,097 plus undetermined amounts, and
liabilities of $1,704,736,958 plus undetermined amounts.

Hawker's legal representative is Kirkland & Ellis LLP, its
financial advisor is Perella Weinberg Partners LP and its
restructuring advisor is Alvarez & Marsal.  Epiq Bankruptcy
Solutions LLC is the claims and notice agent.

Sidley Austin LLP serves as legal counsel and Houlihan Lokey
Howard & Zukin Capital Inc. serves as financial advisor to the DIP
Agent and the Prepetition Agent.

Wachtell, Lipton, Rosen & Katz represents an ad hoc committee of
senior secured prepetition lenders holding 70% of the loans.

Milbank, Tweed, Hadley & McCloy LLP represents an ad hoc committee
of holders of the 8.500% Senior Fixed Rate Notes due 2015 and
8.875%/9.625% Senior PIK Election Notes due 2015 issued by Hawker
Beechcraft Acquisition Company LLC and Hawker Beechcraft Notes
Company.  The members of the Ad Hoc Committee -- GSO Capital
Partners, L.P. and Tennenbaum Capital Partners, LLC -- hold claims
or manage accounts that hold claims against the Debtors' estates
arising from the purchase of the Senior Notes.  Deutsche Bank
National Trust Company, the indenture trustee for senior fixed
rate notes and the senior PIK-election notes, is represented by
Foley & Lardner LLP.

An Official Committee of Unsecured Creditors appointed in the case
has selected Daniel H. Golden, Esq., and the law firm of Akin Gump
Strauss Hauer & Feld LLP as legal counsel.  The Committee tapped
FTI Consulting, Inc., as its financial advisor.


HEALTHCARE OF FLORENCE: Hearing on Case Dismissal Today
-------------------------------------------------------
Ilene J. Lashinsky, the U.S. Trustee for Region 14, has asked the
Hon. James M. Marlar of the U.S. Bankruptcy Court for the District
of Arizona to dismiss Healthcare of Florence, LLC, and Florence
Hospital, LLC's Chapter 11 bankruptcy case.

"From the outset of the cases, continued funding of operations was
a serious issue," the U.S. Trustee states.  The Debtors obtained
several extensions of the use of cash collateral and implemented
cost-cutting measures.  The hospital was compelled to essentially
cease operations on June 14, 2012.  In early July 2012, the
Debtors moved to reopen the Florence Community Hospital in an
effort to preserve its license so that the hospital might be sold.
Florence Community Hospital Group, a group of physicians and
investors, was interested in managing the hospital with the intent
of eventually purchasing it.  This effort failed.  The hospital
remains closed.

The U.S. Trustee says, "Stay relief has been granted to numerous
creditors, including creditors holding liens on the hospital
building and land, the receivables, computer and medical equipment
and machinery.  Efforts by these creditors to remove such
equipment and property from the hospital facility have been
ongoing and will continue."  A review of the schedules of assets
and liabilities in both cases reveals that the assets of the
Debtors collectively consisted of the real property, equipment and
accounts receivable, which largely secures debt held by the
secured creditors.  Other major equipment is subject to leases.
The Debtors have significant priority debt which includes payroll,
property and construction use taxes totaling more than
$2.2 million, the U.S. Trustee states.

According to the U.S. Trustee, neither debtor has filed any
operating reports during the pendency of these cases.

A hearing on the U.S. Trustee's motion for dismissal will be held
on Aug. 24, 2012, at 12:00 p.m.

                    About Healthcare of Florence

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

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

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


HEXCEL CORP: Moody's Rates Sr. Secured Credit Facilities 'Ba1'
--------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Hexcel's senior
secured credit facilities due July 2015 consisting of a $360
million revolving credit and a $90 million term loan.
Concurrently, Hexcel's Ba1 Corporate Family and Probability of
Default Ratings were affirmed as was the SGL-3 Speculative Grade
Liquidity rating. Borrowings under the revolving credit facility
as of the quarter ending June 30, 2012 were $199 million, which
included a $75 million draw in June used to redeem the remaining
outstanding of the 6 3/4% 2015 senior subordinated notes
(originally $225 million). As a result of the redemption of the
notes, Hexcel's long term funded debt consists solely of the
senior secured credit facility. The rating outlook remains stable.

Ratings assigned:

  $360 million senior secured revolving credit, Ba1 (LGD 3, 38%)

  $90 million senior secured term loan, Ba1 (LGD3, 38%)

Ratings affirmed:

  Corporate Family Rating, Ba1

  Probability of Default Rating, Ba1

  Speculative Liquidity Rating, SGL-3

Ratings Rationale

Hexcel's Ba1 Corporate Family Rating reflects its strong credit
metrics, high barriers to entry, leading market position in high
performance structural materials and the increasing application of
its advanced composite products in the new commercial aircraft
platforms of both Boeing and Airbus. While the rating is tempered
by the attendant customer concentration (relatively equal sales to
Boeing and Airbus in aerospace; Vestas for wind turbine blades)
and the demand dependence on the cyclical commercial aerospace
industry's production rates, the rating is supported by the multi-
year order backlogs (7-years based on current production rates) at
both OEMs for established and new aircraft platforms.
Additionally, long-term growth is also expected in the company's
industrial segment (18% of total 2011 revenue) led by recovering
product demand for wind turbines and, despite Department of
Defense budgetary pressures, expectation for several years of
relatively stable revenue in the space and defense segment (23% of
2011 revenue) as it benefits from penetration of multiple active
platforms across several branches of the military, with
particularly strong presence and prospects in rotorcraft.

Hexcel's rating however is limited by its small scale for the
aerospace industry, and expectations of negative free cash flow in
2012 with a return to positive generation delayed to the 2013/2014
timeframe as capital spending is accelerated to expand capacity in
line with the positive demand outlook. Capex is projected to be in
the $250 to $300 million per year range through 2014 compared to
only $50 million in 2010. While over the mid-term Hexcel is
expected to self-fund the capex requirements, availability under
the company's $360 million senior secured revolving credit should
enable maintenance of an adequate liquidity profile to address
working capital needs with its expanding revenue base.

The stable rating outlook reflects expectation of a continued
strong balance sheet and operating performance with revenue and
EBITDA growth recognizing that free cash flow will be pressured
for several quarters due to capital expenditures.

A positive rating outlook or a rating change to investment grade
in the near term is unlikely. Longer term however they could be
favorably considered with maintenance of the strong balance sheet,
realization of free cash flow generation, increased scale and a
continued favorable aerospace industry demand environment.

The ratings or outlook could come under pressure should expected
revenue and earnings growth fail to be realized, Debt/EBITDA
approach 2.5x on a Moody's adjusted basis, or if more aggressive
financial strategies are demonstrated.

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

Hexcel Corporation, headquartered in Stamford, CT, is a leading
manufacturer of high-performance structural materials whose
products include carbon fibers, reinforcements for composites,
adhesives and composite structures used in commercial aerospace,
space and defense, and industrial sectors. LTM revenue through
June 2012 was approximately $1.5 billion.


HOMELAND SECURITY: Incurs $448,000 Net Loss in Second Quarter
-------------------------------------------------------------
Homeland Security Capital Corporation filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $447,771 on $4.57 million of net
revenue for the three months ended June 30, 2012, compared with a
net loss of $4.91 million on $0 of net revenue for the same period
during the prior year.

The Company reported a net loss of $543,731 on $9.46 million of
net revenue for the six months ended June 30, 2012, compared with
a net loss of $5.62 million on $0 of net revenue for the same
period during the prior year.

The Company's balance sheet at June 30, 2012, showed $9.03 million
in total assets, $11.82 million in total liabilities, $169,768 in
warrants payable, and a $2.96 million total stockholders' deficit.

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

                       http://is.gd/adkABB

                     About Homeland Security

Homeland Security Capital Corporation is an international provider
of specialized technology-based radiological, nuclear,
environmental disaster relief and electronic security solutions to
government and commercial customers.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Coulter & Justus,
P.C., in Knoxville, Tennessee, noted that Related Party Senior
Notes Payable totalling $5.55 million are due and payable.  As of
Dec. 31, 2011, the Company has a net capital deficiency in
addition to a working capital deficiency, which raises substantial
doubt about its ability to continue as a going concern.

The Company also reported a net loss of $3.98 million on $0 of net
revenue for the year ended June 30, 2011.


HOMER VENTURES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Homer Ventures LLC
        32 Ramble Creek Drive
        Cotati, CA 94931

Bankruptcy Case No.: 12-12238

Chapter 11 Petition Date: August 17, 2012

Court: U.S. Bankruptcy Court
       Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: Michael C. Fallon, Esq.
                  LAW OFFICES OF MICHAEL C. FALLON
                  100 E. Street, #219
                  Santa Rosa, CA 95404
                  Tel: (707) 546-6770
                  E-mail: mcfallon@fallonlaw.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 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/canb12-12238.pdf

The petition was signed by Richard Steven Louie, managing member.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Louie, Richard and Chan, Stephanie    11-54357            05/05/11


HOWREY LLP: Chapter 11 Trustee Files First Interim Report
---------------------------------------------------------
Allan B. Diamond, the Chapter 11 Trustee of the estate of the
defunct law firm Howrey LLP, filed a first interim report on the
progress and status of the case.

"Much has been accomplished in a relatively short amount of time.
But much remains to be done to complete the administration of the
Debtor's estate and provide the maximum recovery for creditors,"
Mr. Diamond said in a 37-page report.

According to the report, the priority of the Chapter 11 Trustee's
ongoing efforts is to maximize the recovery for Howrey's creditors
(secured, administrative, priority and unsecured).  It is
anticipated that most of the value available to creditors will
come from potential claims that the Chapter 11 Trustee is
currently investigating and developing arising from: (i) Howrey's
interest in pending contingency fee cases; (ii) claims against
former partners who received distributions at a time when the firm
was insolvent;(iii) claims against former partners that departed
with "unfinished business" and their successor law firms that have
retained profits belonging to the Howrey estate; and (iv) other
potential litigation claims against various third-parties.

Another important goal has been to protect the interests of former
clients by, among other things, ensuring that client records and
files are preserved, administered and ultimately disposed of in a
way that provides notice and an opportunity to retrieve their
files to former clients while safeguarding the confidentiality of
client information.  The chapter11 process allows the Chapter 11
Trustee to direct resources to ensure this critical job is handled
consistently with the highest standards of professional ethics.

Among other things, the Chapter 11 Trustee said it has worked to
complete the final wind-down of Howrey's three prepetition pension
plans.  Since his appointment, the Trustee has coordinated the
final disbursement of plan funds to beneficiaries.  On July 10,
2012, the Bankruptcy Court approved the Trustee's employment of
accountants and actuaries to perform the required final reporting
and accounting required to complete the pension plan wind-downs.
The Trustee anticipates the completion of all final reports and
the related governmental filings in the next 90 days, which will
complete the wind-down of the Debtor's pension plans.

The Chapter 11 Trustee also reported he has obtained approval from
Citibank Inc. to use cash collateral through Sept. 30, 2012.

The Chapter 11 Trustee also disclosed that on June 28, 2012,
significant structural damage was sustained at one of Recall North
America's warehouses in Landover, Maryland, hindering the
Trustee's client file return process.  Recall is Howrey's largest
record storage vendor.  A substantial section of the warehouse
roof collapsed, compromising a significant number of stored
documents and exposing them to the elements.  Recall has informed
the Trustee that roughly 60,000 boxes of documents belonging to
Howrey's estate were impacted by the collapse.

Recall is still determining the scope of damage and when, if ever,
the documents will be recovered.  The Trustee, his professionals
and Howrey's specialized wind-down staff continue to carryout the
client file disposition plan.  If a former client requests the
return of files that reside in the collapsed warehouse, Recall
will inform the client during the document transfer process.
Subject to the impact of the Recall facility collapse on specific
client files, the Trustee anticipates completion of the transfer
and disposition of client files by the end of February 2013.

                         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.


IDO SECURITY: Incurs $1.5 Million Net Loss in Second Quarter
------------------------------------------------------------
IDO Security Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.56 million on $80,916 of revenue for the three months ended
June 30, 2012, compared with a net loss of $1.75 million on $325
of revenue for the same period during the prior year.

The Company reported a net loss of $31,847 on $285,480 of revenue
for the six months ended June 30, 2012, compared with a net loss
of $3.92 million on $19,486 of revenue for the same period a year
ago.

The Company's balance sheet at June 30, 2012, showed $1.62 million
in total assets, $20.32 million in total liabilities and a $18.70
million total stockholders' deficiency.

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

                       http://is.gd/PRNwSM

                       About IDO Security

IDO Security Inc. is engaged in the design, development and
marketing of devices for the homeland security and loss prevention
markets that are intended for use in security screening procedures
to detect metallic objects concealed on or in footwear, ankles and
feet through the use of electro-magnetic fields.  The Company's
common stock trades on the OTC Bulletin Board under the symbol
IDOI.  The Company is headquartered in New York City.

The Company reported a net loss of $7.36 million in 2011, compared
with a net loss of $7.77 million in 2010.

                         Bankruptcy Warning

The Company said in its 2011 annual report that under the terms
of the agreements with the holders of the Company's secured
promissory notes that the Company issued in December 2007 through
December 2011, the note holders have a first priority lien on
substantially all of the Company's assets, including the Company's
cash balances.  If the Company defaults under the notes, the note
holders would be entitled to, among other things, foreclose on the
Company's assets (whether inside or outside a bankruptcy
proceeding) in order to satisfy the Company's obligations under
the credit facility.


IMPERIAL PETROLEUM: Weaver Martin Resigns as Accountants
--------------------------------------------------------
Imperial Petroleum, Inc., received a letter of resignation from
Weaver Martin & Samyn LLC, the Company's certifying accountants.

The auditor's opinion for the each of the fiscal years ending
July 31, 2010, and July 31, 2011, contained a going concern
opinion due to losses the Company had incurred in prior periods.
There had been no disagreements between management of the Company
and its auditors during the periods referenced.

In connection with the resignation of the Company's certifying
accountants, the auditors have advised that the auditors could no
longer rely on Management's representations for the periods ending
July 31, 2010, and July 31, 2011, and through the period of the
current fiscal year and that the auditors no longer maintain their
opinions in connection with the financial statements for those
periods.  The President of the Company discussed with the auditors
the circumstances surrounding their resignation and ongoing
investigations related to the Company and e-Biofuels, LLC, in
particular and the issues created by the allegations of possible
fraudulent activity related to the biofuels business of e-
Biofuels.

                      About Imperial Petroleum

Headquartered in Evansville, Ind., Imperial Petroleum Inc.
(OTC BB: IPMN) operates as a diversified energy and mineral mining
company in the United States.  Its oil and natural gas properties
include the Coquille Bay field located in Plaqumines Parish,
Louisiana; the Haynesville field located in Claiborne and Webster
Parishes in north Louisiana; the Bastian Bay field located in
Plaquemines parish, Louisiana; LulingField located in Guadalupe
county, Texas; and the Shrewsbury field in Grayson County and the
Claymour field in Todd County, western Kentucky.

As reported by the TCR on June 24, 2011, the Company anticipates
its current working capital will not be sufficient to meet its
required capital expenditures and that the Company will be
required to either access additional borrowings from its lender or
access outside capital.  Currently the Company projects it will
require non-discretionary capital expenditures of approximately
US$500,000 in the next fiscal year to re-establish and maintain
economic levels of production at Coquille Bay.  Without access to
such capital for non-discretionary projects, the Company's
production may be significantly curtailed or shut in and
jeopardize its leases.


In the auditors' report accompanying the financial statements for
year ended July 31, 2011, Weaver Martin & Samyn, LLC, in Kansas
City Missouri, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has suffered recurring losses from
operations and is dependent upon obtaining debt financing for
funds to meet its cash requirements.

The Company's balance sheet at April 30, 2012, showed $2.08
million in total assets, $11.92 million in total liabilities, all
current, and a $9.83 million total stockholders' deficit.


INFUSION BRANDS: Incurs $1.6 Million Net Loss in Second Quarter
---------------------------------------------------------------
Infusion Brands International, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $1.67 million on $2.67 million of
product sales for the three months ended June 30, 2012, compared
with a net loss of $1.79 million on $5.21 million of product sales
for the same period a year ago.

The Company reported $3.47 million on $4.85 million of product
sales for the six months ended June 30, 2012, compared with a net
loss of $3.11 million on $9.37 million of product sales for the
same period during the prior year.

The Company's balance sheet at June 30, 2012, showed $6.70 million
in total assets, $8.85 million in total liabilities, $30.85
million in redeemable preferred stock, and a $33 million total
deficit.

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

                        http://is.gd/tMPF6j

                      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.


INKSURE TECHNOLOGIES: Had $420,000 Net Loss in Second Quarter
-------------------------------------------------------------
InkSure Technologies Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $420,000 on $190,000 of revenues for the
three months ended June 30, 2012, compared with net income of
$128,000 on $948,000 of revenues for the corresponding period last
year.

For the six months ended June 30, 2012, the Company had a net loss
of $890,000 on $399,000 of revenues, compared with a net loss of
$120,000 on $1.8 million of revenues for the same period of 2011.

The Company's balance sheet at June 30, 2012, showed
$1.6 million in total assets, $650,000 in total liabilities, and
stockholders' equity of $908,000 million.

"The Company has sustained significant operating losses in recent
periods, which has resulted in a significant reduction in its cash
reserves.  As reflected in the accompanying financial statements
the Company's operations for the six months ended June 30, 2012,
resulted in a net loss of $890,000 and negative cash flows from
operation activities of $933,000.  The Company believes that it
will continue to experience losses and increased negative working
capital and negative cash flows in the near future and will not be
able to return to positive cash flow without obtaining additional
financing in the near term.  The Company may experience
difficulties accessing the equity and debt markets and raising
such capital, and there can be no assurance that the Company will
be able to raise such additional capital on favorable terms or at
all.  If additional funds are raised through the issuance of
equity securities, the Company's existing stockholders will
experience significant further dilution.  As a result of the
foregoing factors, there is 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/1m7QRZ

New York, N.Y.-based InkSure Technologies Inc. specializes in
comprehensive security solutions, designed to protect branded
products and documents from counterfeiting, fraud, and diversion.


INNOVATIVE FOOD: Incurs $989,622 Net Loss in Second Quarter
-----------------------------------------------------------
Innovative Food Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $989,622 on $4.35 million of revenue for the three
months ended June 30, 2012, compared with net income of $562,604
on $2.77 million of revenue for the same period during the prior
year.

The Company reported a net loss of $1.59 million on $7.63 million
of revenue for the six months ended June 30, 2012, compared with
net income of $732,732 on $5.24 million of revenue for the same
period a year ago.

The Company's balance sheet at June 30, 2012, showed $3.36 million
in total assets, $8.25 million in total liabilities and a $4.89
million total deficiency in stockholders' equity.

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

                        http://is.gd/T4nUoZ

                       About Innovative Food

Naples, Fla.-based Innovative Food Holdings, Inc., through its
subsidiaries, provides perishables and specialty food products to
the wholesale foodservice industry.

In its audit report for the 2011 financial statements, RBSM LLP,
in New York, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant losses from
operations since its inception and has a working capital
deficiency.

The Company reported net income of $1.49 million in 2011, compared
with a net loss of $2.11 million in 2010.


INSIGHT PHARMACEUTICALS: S&P Alters Ratings Outlook to Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Langhorne, Pa.-based Insight Pharmaceuticals LLC,
a marketer and provider of over-the-counter (OTC) consumer
healthcare products, and revised the outlook to negative from
stable.

"At the same time, we affirmed our 'B+' issue-level ratings (one
notch above the corporate credit rating) on Insight's $20 million
first-lien revolving credit facility due 2016 and its $255 million
first-lien senior secured term loan facility due 2016. The
recovery ratings are '2', which indicate our expectation for
substantial (70% to 90%) recovery for first-lien lenders in
the event of a payment default. We do not rate the company's
second-lien senior secured term loan due 2017," S&P said.

"The Monistat and e.p.t. brands have not performed up to
expectations through June 30, 2012, and continuing
underperformance could weaken credit metrics," said Standard &
Poor's credit analyst Brian Milligan. "We believe competitive
pressures from both branded and private-label competition is a
credible risk to a potential rebound in sales of the Monistat and
e.p.t. brands."

"The ratings on Insight reflect Standard & Poor's view that the
company's business risk profile has worsened to 'vulnerable' from
'weak,' and its financial risk profile will remain 'highly
leveraged' through at least the end of 2013," S&P said.

"Our business risk assessment continues to recognize the company's
continuing narrow business focus within the OTC consumer
healthcare products segment, brand concentration with Monistat and
e.p.t., and ongoing lack of international diversity," S&P said.

"Our financial risk assessment continues to incorporate our view
that the company's financial risk profile will remain highly
leveraged as a result of its high debt burden relative to its
size, and its aggressive financial policy. Based on June 30, 2012,
results and our pro forma calculation for the recent acquisitions,
we estimate Insight's adjusted total debt to EBITDA was near 6x
and EBITDA interest coverage was below 2x. We forecast Insight
will maintain financial ratios indicative of a 'highly leveraged'
financial risk profile through at least the end of 2013," S&P
said.


INTERNAL FIXATION: Incurs $622,000 Net Loss in Second Quarter
-------------------------------------------------------------
Internal Fixation Systems, Inc., filed with the U.S. Securities
and Exhange Commission its quarterly report on Form 10-Q
disclosing a net loss of $621,672 on $136,808 of net sales for the
three months ended June 30, 2012, compared with a net loss of
$723,057 on $60,994 of net sales for the same period a year ago.

The Company reported a net loss of $1.34 million on $293,272 of
net sales for the six months ended June 30, 2012, compared with a
net loss of $1.12 million on $127,401 of net sales for the same
period a year ago.

The Company's balance sheet at June 30, 2012, showed $1.73 million
in total assets, $1.93 million in total liabilities and a $206,095
total stockholders' deficit.

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

                        http://is.gd/tRK9Dp

                      About Internal Fixation

South Miami, Fla.-based Internal Fixation Systems, Inc., is a
manufacturer and marketer of generically priced orthopedic and
podiatric implants.  Customers include ambulatory surgery centers,
hospitals and orthopedic surgeons.  IFS's strategy is to focus on
commonly used implants that no longer have patent protection.  The
Company enhances the implants and sells them at prices below the
market leaders.

The Company reported a net loss of $3.45 million in 2011, compared
with a net loss of $781,440 in 2010.

After auditing the Company's financial results for 2011, Goldstein
Schechter Koch P.A., in Hollywood, Florida, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company had a net loss in
2011 and 2010.  Additionally, the Company has an accumulated
deficit of approximately $4.21 million and a working capital
deficit of approximately $683,500 at Dec. 31, 2011, and is unable
to generate sufficient cash flow to fund current operations.


IQOR HOLDINGS: S&P Affirms 'B-' Corp. Credit Rating; Outlook Neg
----------------------------------------------------------------
Standard & Poor's Ratings Services revised our rating outlook on
New York City-based iQor Holdings Inc. to negative from
developing. "At the same time, we affirmed our ratings on the
company, including the 'B-' corporate credit and first-lien term
loan ratings and the 'CCC' rating on its second-lien loan," S&P
said.

"We rate the company's $200 million term loan 'B-' with a '3'
recovery rating, denoting prospects for meaningful (50%-70%)
recovery in the event of a payment default. We also rate the $75
million second-lien term loan 'CCC' with a '6' recovery, denoting
prospects for negligible (0%-10%) recovery in the event of a
payment default. Both loans are with co-borrower subsidiaries iQor
US Inc., Allied Interstate, Collectech Systems, and First
Contact," S&P said.

"The outlook revision reflects our view that there are limited
prospects for an upgrade over the next year given the company's
tight financial covenants," said Standard & Poor's credit analyst
Catherine Cosentino.

"We believe there is heightened risk that the company will not
meet the net leverage covenant under its term loan in the third
quarter of 2012, when this test tightens to 4.25x from the
previous 4.75x. If the company can't maintain or increase EBITDA
over the next few quarters compared to the second quarter of 2012,
we believe it would not remain in compliance with this covenant.
Moreover, the covenant tightens further to 3.875x in the third
quarter of 2013, making covenant compliance more difficult, in our
view," S&P said.

"The outlook is negative, indicating a one-third or greater
probability of a downgrade over the next year. We could lower the
rating if we concluded that the company will not be able to
maintain EBITDA at levels comparable to that achieved in the
second quarter of 2012, since this would make a covenant default
more likely or require a remedy from lenders or equity holders.
Moreover, even if the company can meet this tighter covenant over
the next few quarters, we could still lower the rating in 2013 if
iQor is not able to improve profitability sufficiently to meet the
net leverage covenant when it further tightens to 3.875x in the
third quarter of 2013," S&P said.

"Conversely, if the company addressed the covenant issue through
at least year-end 2013 via an amendment or refinancing, we could
revise the outlook to stable. Another path to a stable outlook
revision, albeit less likely in our view, would be if the company
increased revenues on a year-over-year basis for several quarters
through new business bookings and also demonstrated sustainable
margin improvement compared to the first half of 2012 and FOCF
generation excluding the seasonal effect of working capital," S&P
said.


IWILL70 PROPERTIES: Case Summary & Unsecured Creditor
-----------------------------------------------------
Debtor: IWILL70 Properties, LLC
        dba Painted Hills Golf Course
        4403 S. Dishman Mica Road
        Spokane, WA 99206

Bankruptcy Case No.: 12-03613

Chapter 11 Petition Date: August 17, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Washington (Spokane/Yakima)

Debtor's Counsel: Timothy R. Fischer, Esq.
                  MURPHY BANTZ & BURY PLLC
                  818 W. Riverside Avenue, Suite #631
                  Spokane, WA 99201
                  Tel: (509) 838-4458
                  Fax: (509) 838-5466
                  E-mail: trf@mbblegal.net

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

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

The petition was signed by John McElhinny, managing member.

The Company's list of its largest unsecured creditors contains
only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Spokane County Treasurer             Real Estate Taxes     $55,569
P.O. Box 199
Spokane, WA 99210-0199


JHCI ACQUISITION: Moody's Affirms 'B3' CFR; Outlook Negative
------------------------------------------------------------
Moody's Investors Service affirmed JHCI Acquisition, Inc.'s (JHCI)
ratings including its B3 Corporate Family Rating (CFR) but changed
the rating outlook to negative from stable. The change in outlook
is based on the upcoming expiration of the company's undrawn
revolving credit facility due June 2013 and the increased
likelihood that the company's leverage metrics could remain
elevated due to Moody's expectation that the pace of near-term
U.S. economic growth will remain slow.

JHCI's earnings and operating margins have been lower than
anticipated largely due to softer domestic macroeconomic
conditions. In addition, debt balances increased moderately in
2012 to support equipment debt financed capital expenditures. It
is unlikely that a meaningful amount of cash will be used in the
intermediate term to improve leverage metrics absent a refinancing
that would address its lack of access to the revolver because of
covenant restrictions as well as upcoming maturities over the next
two years. JHCI is not reliant on its revolving credit facility,
but if the facility expires, part of the company's excess cash
balances, above amounts required to run day-to-day operations,
would likely be needed to fund letters of credit that are
currently outstanding under the revolver. Excess cash balances
remain a key supporting factor for the B3 rating given JHCI's lack
of access to external liquidity.

The following ratings were affirmed (with updated LGD
assessments):

Corporate Family Rating, at B3

Probability of Default Rating, at B3

Senior Secured Revolving Credit Facility, at B1 (LGD-2, 26%) from
(LGD-3, 32%)

Senior Secured Second Lien Term Loan, at B1 (LGD-2, 26%) from
(LGD-3, 32%)

Senior Secured Second Lien Term Loan, at Caa2 (LGD-5, 79%) from
(LGD-5, 82%)

Ratings Rationale

The B3 corporate family rating reflects the company's highly
levered capital structure, modest interest coverage and high cash
balances. Meaningful debt reduction is not anticipated as the
company's strong cash balances are needed to support its liquidity
requirements.

The B3 rating continues to be supported by the long-term nature of
dedicated customer contracts, the company's focus on relatively
stable, consumer facing end-markets, a balance between its asset
and non-asset operations and a history of positive free cash flow
generation and high cash balances. Meaningful fleet purchases
resulted in negative free cash flow for the last twelve month
period ended June 30, 2012. Moody's expects free cash flow to
revert back to its positive trend over the coming 12-18 months due
to the absence of expenditures incurred to modernize the company's
fleet in 2012. Operating margins are expected to moderately
improve due to a combination of the company's more fuel efficient
fleet that would also be anticipated to require less maintenance
expense going forward and a greater contribution from the higher
margin bolt-on acquisitions made in Asia in 2011. However, in
Moody's opinion, the slow rate of expected U.S. macroeconomic
growth will make meaningful credit metric improvement more
challenging .

Ratings could be downgraded if the company's liquidity position
deteriorates including cash balances declining from current
levels, credit metrics weakening such that Moody's adjusted
debt/EBITDA exceeds 7.0x and/or interest coverage falls well below
1.0 times.

The outlook could be stabilized if the company addresses the
upcoming maturity of its revolver due June 2013 together with the
maturity if its first lien secured term loan due June 2014. Upward
ratings momentum is unlikely over the next year given the
company's highly leveraged capital structure. A ratings upgrade
would be considered if, in addition to strengthening the company's
liquidity profile, JHCI uses cash flow to pay down debt such that
Moody's adjusted debt/EBITDA improves to and is sustained below
6.0 times.

JHCI's ratings were assigned by evaluating factors that Moody's
considers relevant to the credit profile of the issuer, such as
the company's (i) business risk and competitive position compared
with others within the industry; (ii) capital structure and
financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk. Moody's compared these attributes against
other issuers both within and outside JHCI's core industry and
believes JHCI's ratings are comparable to those of other issuers
with similar credit risk. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA, published June 2009.

JHCI is a wholly-owned subsidiary of JHCI Holdings, Inc., the
vehicle majority owned by Oak Hill Capital Partners, created to
effect the acquisition of Jacobson Holding Co. and the 2007 merger
of Arnold Logistics, LLC (together Jacobson). JHCI operates its
businesses using the Jacobson Companies name.

Jacobson Companies, headquartered in Des Moines, Iowa, is a
leading national third-party logistics company that provides value
added warehousing, packaging, contract manufacturing, staffing,
contract logistics, transportation and freight management
services.


JOSEPH-FENTON LAND: Case Summary & 3 Unsecured Creditors
--------------------------------------------------------
Debtor: Joseph-Fenton Land, LLC
        16555 Silver Parkway, Suite D
        Fenton, MI 48430

Bankruptcy Case No.: 12-33379

Chapter 11 Petition Date: August 17, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Michigan (Flint)

Judge: Daniel S. Opperman

Debtor's Counsel: John K. Folts, Esq.
                  JOHN K. FOLTS, PC
                  G-5161 E. Court Street, North
                  Burton, MI 48509-1543
                  Tel: (810) 743-8945
                  E-mail: pattyj_bfplaw@comcast.net

Scheduled Assets: $950,000

Scheduled Liabilities: $2,461,545

A copy of the Company's list of its three largest unsecured
creditors is available for free at:
http://bankrupt.com/misc/mieb12-33379.pdf

The petition was signed by Joseph W. Hood, president.


KB TOYS: Claim Purchasers Subject to Same Disability of Creditors
-----------------------------------------------------------------
Clifford Chance on Aug. 23 disclosed that in a recent decision,
the Delaware Bankruptcy Court concluded that the purchaser of a
bankruptcy claim is subject to the same disabilities as the
original creditor -- specifically, preference liability pursuant
to Section 547 of the Bankruptcy Code.  This decision reinforces
that claim purchasers are responsible for performing careful due
diligence to ensure that the claims they are evaluating for
purchase are not subject to any disallowance or possible
impairment.  Also, buyers should always price the risk of claim
impairment into their bids, and when possible, potential buyers
should insist on receiving fulsome representations, warranties,
covenants, and indemnifications from their sellers, particularly
those regarding claim disallowance and impairment.  Also, buyers
should always price the risk of claim impairment into their bids,
and when possible, potential buyers should insist on receiving
fulsome representations, warranties, covenants, and
indemnifications from their sellers, particularly those regarding
claim disallowance and impairment.

In re: K.B. Toys Inc.

In connection with its reorganization plan, the Debtors in this
case established a trust that was responsible for investigating
and pursuing avoidance claims.  The trust pursued several
preference actions pursuant to Section 547 of the Bankruptcy Code
against creditors that had received payments within the 90-day
period prior to the bankruptcy petition date.  While most of the
trust's actions were taken against original creditors, the trust
also pursued actions against third parties that had purchased
claims on the secondary market, including certain funds managed by
ASM Capital (ASM), seeking to disallow such purchased claims.

ASM asserted that as a secondary purchaser of the claims, it
should not be subject to the same personal disabilities as the
original debt holders, as the liability for preference should be
focused on the claimant, not the claim itself.  The Debtors
countered that ASM had knowledge of the preferential transfers at
issue, and thus, ASM should be subject to the same liability as
the original creditors.  The court's analysis in K.B. Toys
centered on Section 502(d) of the Bankruptcy Code, which
authorizes a court to disallow "any claim of any entity" that is
otherwise avoidable under other sections of the code (Section 547
applies here).

The K.B. Toys court analyzed three factors to reach its decision:
the plain language, legislative history, and case law of Section
502(d).  During the plain language evaluation of Section 502(d),
the court found that "any claim of any entity" signifies that a
disability travels with a claim, as this conclusion would be the
most straight-forward reading of the section.  With respect to the
legislative history of Section 502(d), the court reviewed the
preceding statute, Section 57(g) of the Bankruptcy Act of 1898,
which stated that "the claims of creditors who have received or
acquired preferences . . . voidable under this title, shall not be
allowed unless such creditors shall surrender such preferences . .
." The court noted that the prior language was even clearer than
the language in current Section 502(d), revealing that the
liability should travel with the claims themselves, not remain
with the original creditor.

Enron

Lastly, the court examined case law to determine how courts have
interpreted Section 502(d).  It found that courts had consistently
upheld the disqualification of a claim due to preference, even if
the claim was transferred, under the general theory that rights --
and disabilities -- stay with a claim even after it changes hands.
The court then turned to two recent, well-known New York cases
that have interpreted Section 502(d).  In Enron Corp. v. Avenue
Special Situations Fund II, LP (2006) (Enron Bankruptcy Court
Decision), the U.S. Bankruptcy Court for the Southern District of
New York stated that the transfer of a claim subject to a Section
502(d) disallowance in the hands of the transferor remains subject
to disallowance in the hands of transferee as the claim and the
Section 502(d) disallowance defense are linked, and such
relationship is not severed by a transfer.  The Enron Bankruptcy
Court Decision affirmed the principle that a claim transfer does
not change the nature of the claim during bankruptcy; rather, it
creates a substitution of parties.

On appeal, in Enron Corp. v. Springfield Associates (2007) (Enron
District Court Decision), the U.S. District Court for the Southern
District of New York vacated and remanded the Enron Bankruptcy
Court Decision, finding that the plain language of Section 502(d)
focused on the claimant as opposed to the claim, which leads to
the conclusion that disallowance is a personal disability of a
claimant, not an attribute of the claim.  Further, the Enron
District Court Decision distinguished between assignments and
sales, finding that disabilities can attach to the assignment but
not to the sale of claims.

The K.B. Toys court, noting that the Enron District Court Decision
has been widely criticized, concluded that a trade claim purchaser
is subject to the same rights and disabilities under Section
502(d) as the original claimant.  The K.B. Toys court noted that
while buyers of claims are customarily sophisticated investors
with the ability to conduct expansive due diligence, it takes only
minimal due diligence for a purchaser to recognize that there is a
possibility of avoidance actions based on preference liability.
In this case, the Debtors' statement of financial affairs had
listed prepetition payments during the preference period, thereby
placing ASM on constructive, if not actual, notice of the
potential for impairment under Section 502(d).  The court
maintained that ASM could have discovered the potential for
disallowance with very little due diligence, factored the
potential for disallowance into the price it paid for the trade
claims, and/or could have sought protection through
representations and indemnities from the claim sellers.

Conclusion

The K.B. Toys decision affirms that buyers need to perform careful
due diligence to ensure that the claims they are interested in
acquiring are not subject to any manner of disallowance or
impairment.  Buyers should pay careful attention to any payments
the seller received from the debtor during the preference period,
and buyers should evaluate the viability of any defense the seller
could assert.  Buyers of bankruptcy claims should always be aware
that claims can be challenged based on provisions of the
Bankruptcy Code; therefore, buyers should appropriately price the
risk that a purchased claim may be disallowed under Section
502(d).  In order to mitigate this risk, buyers are advised to
include appropriate recourse and indemnification clauses, along
with the relevant representations and warranties, in claims
purchase agreements.  A prudent purchaser should also include a
requirement in the purchase agreement whereby the seller is
obligated to assist with the defense of the claim if any challenge
is introduced (preferably at seller's expense).


KIWIBOX.COM INC: Incurs $5 Million Net Loss in Second Quarter
-------------------------------------------------------------
Kiwibox.com, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $5.02 million on $378,014 of total revenues for the three
months ended June 30, 2012, compared with net income of $49,189 on
$349 of total revenues for the same period during the prior year.

The Company reported a net loss of $6.90 million on $840,651 of
total revenues for the six months ended June 30, 2012, compared
with a net loss of $636,009 on $772 of total revenues for the same
period a year ago.

The Company's balance sheet at June 30, 2012, showed $7.76 million
in total assets, $19.91 million in total liabilities, all current,
and a $12.15 million total stockholders' deficit.

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

                         http://is.gd/yu91kT

                          About Kiwibox.com

New York-based Kiwibox.com, Inc., acquired in the beginning of
2011 Pixunity.de, a photoblog community and launched a U.S.
version of this community in the summer of 2011.  Effective July
1,  2011, Kiwibox.com, Inc., became the owner of Kwick! --a top
social network community based in Germany.  Kiwibox.com shares are
freely traded on the bulletin board under the symbol KIWB.OB.

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

The Company reported a net loss of $5.90 million in 2011, compared
with a net loss of $3.97 million in 2010.


KRYSTAL INFINITY: Sec. 341 Creditors' Meeting Set for Sept. 18
-------------------------------------------------------------
The United States Trustee in Santa Ana, California, will convene a
Meeting of Creditors under 11 U.S.C. Sec. 341(a) in the Chapter 11
case of Krystal Infinity LLC on Sept. 18, 2012, at 10:00 a.m. at
RM 1-159, 411 W Fourth St., in Santa Ana.

Meanwhile, the Court set a Scheduling and Case Management
Conference for Sept. 12, 2012, at 10::00 a.m., Courtroom 5D.

                      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.


LEHMAN BROTHERS: Wins OK for Deutsche Bank Swap Settlement
----------------------------------------------------------
Lehman Brothers Holdings, Inc., as Plan Administrator, obtained
approval from Judge James Peck of the U.S. Bankruptcy Court for
the Southern District of New York to approve a settlement with
respect to certain prepetition derivatives contracts for which
Deutsche Bank National Trust Company serves as indenture trustee.

In the ordinary course of business prior to Sept. 15, 2008,
Lehman Brothers Special Financing Inc. and Lehman Brothers
Derivatives Products Inc. were active participants in the swap
markets and entered into various types of swap agreements,
including interest rate swaps.  LBSF and LBDP are each party to
one or more separate swap agreements with four of the trusts for
which Deutsche Bank National Trust Company serves as indenture
trustee.  Subsequent to the Petition Date, five of the swap
agreements matured in accordance with their own terms while three
of the swap agreements were terminated by LBDP.

As of July 24, 2012, the Trusts that are party to the Matured
Swaps have retained approximately $39.6 million in the aggregate
payments due to LBSF and $3.5 million payments due to LBDP.  As to
the Terminated Swaps, LBDP sent a statement indicating the
termination amount of $717,055 and demanding payment of the
amount.  The Trustee disputes the amounts and the interpretation
of transaction documents and applicable law.

Under the settlement, which is a result of more than two years of
negotiations, the Lehman Counterparties and the Trustee agreed
that each Trust will pay the applicable Lehman Counterparty their
settlement amount.  The Settlement amount for each Trust is equal
to (a) 100% of the cash withheld by the Trust on account of
payments under its Swap Agreement, less (b) reasonable and
documented fees and expenses of the Trust, and excluding (c) any
interest.

To the extent the Swap Agreements with LBDP were terminated and
the applicable Trusts did not set aside any amounts as payments
due under the Swap Agreements, the Settlement Amount for that
Trust is $0.

As a result of the settlement, Claim Nos. 18492, 18497, 18549,
18512, 18498, 18500, 18501, 18503, 18505, 18507, 18495, 18494,
18510, 18514, 18496, 18499, 18502, and 18506 will be disallowed
and expunged, and the adversary proceeding arising from the same
swap agreements will be dismissed.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.


LEHMAN BROTHERS: ADR Settlements to Bring in $1.21 Billion
----------------------------------------------------------
Weil Gotshal & Manges LLP, Lehman Brothers Holdings Inc.'s legal
counsel, filed a 33rd status report on the settlement of claims it
negotiated through the alternative dispute resolution process.

The status report noted that in the past month, Lehman served
three ADR notices, bringing the total number of notices served
to 253.

Lehman also reached settlement with counterparties in three
additional ADR matters, one as a result of mediation.  Upon
closing of those settlements, the company will recover a total of
$1,211,205,296.  Settlements have now been reached in 209 ADR
matters involving 231 counterparties.

As of Aug. 14, 77 of the 81 ADR matters that reached the mediation
stage and concluded were settled through mediation. Only four
mediations were terminated without settlement.  Eleven more
mediations are scheduled to be conducted for the period Aug. 20 to
Nov. 6, 2012.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.


LEHMAN BROTHERS: SIPA Trustee's BlackRock Settlement Approved
-------------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan approved a settlement
between BlackRock Financial Management Inc. and the trustee
liquidating Lehman Brothers Holdings Inc.'s brokerage.

The SIPA Trustee, as a result of his investigation of potential
causes of actions affecting the assets and property of LBI,
identified potential claims arising from certain to-be-announced
trades ("TBA") entered into between LBI and BlackRock on behalf of
its clients prior to Sept. 15, 2008.

The settlement, if approved, will facilitate the return to the LBI
estate of up to $35 million associated with the TBA Trades and, in
the event the settlement amount falls below the $35 million
threshold contemplated by the settlement agreement, the Trustee
retains the right to pursue his claims against certain non-
participating counterparties and BlackRock for the difference
between the settlement amount actually paid and $64 million,
together with interest and attorneys' fees.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.


LIFECARE HOLDINGS: Stuart Walker Named Interim CFO
--------------------------------------------------
LifeCare Holdings, Inc., appointed Stuart A. Walker, age 47, as
Interim Chief Financial Officer, effective as of Aug. 15, 2012.
Mr. Walker is currently a director of Huron Management Services
LLC, a management consulting firm, which he joined in 2007.  Prior
to joining Huron, Mr. Walker co-founded Catalyst Advisory Services
LLC, a turnaround consulting and interim financial management firm
serving middle market companies, and has also previously served as
chief financial officer or controller of several private and
public companies.

Huron has made Mr. Walker available to the Company as a contracted
services employee under the terms of an engagement letter between
the Company and Huron, pursuant to which Huron will receive a fee
of $65,000 per month as compensation for services provided plus
reasonable out of pocket expenses.  Mr. Walker will report to and
be subject to the direct supervision of the Company's Chief
Executive Officer and will be required to devote substantially all
of his full-time efforts to the business and affairs of the
Company.  The Engagement Letter provides for Mr. Walker to serve
as Interim Chief Financial Officer until Dec. 31, 2012, and may be
extended month-to-month thereafter by mutual agreement.

The Engagement Letter may be terminated by either party at any
time on 30 days' prior written notice.  The Engagement Letter may
also be terminated by either party for a material breach if,
within 15 days' notice, the breaching party fails to cure the
breach.  The Company has agreed to provide Mr. Walker the same
indemnification provided to other officers of the Company and has
also agreed to certain indemnification provisions relating to
Huron.  The Company has agreed not to solicit, employ or otherwise
engage Mr. Walker during the term of and for a period of one year
following the expiration or termination of the Engagement Letter.

                      About LifeCare Holdings

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

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

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

                        Bankruptcy Warning

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

                          *     *     *

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

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

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


LLC WHOLESALE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: LLC Wholesale Supply, L.L.C.
        1829 W. Drake Drive
        Tempe, AZ 85283

Bankruptcy Case No.: 12-18262

Chapter 11 Petition Date: August 15, 2012

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Randolph J. Haines

Debtor's Counsel: Patrick A. Clisham, Esq.
                  ENGELMAN BERGER PC
                  3636 N. Central Avenue, #700
                  Phoenix, AZ 85012
                  Tel: (602) 271-9090
                  Fax: (602) 222-4999
                  E-mail: pac@engelmanberger.com

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

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

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

The petition was signed by James Livanavage, member/manager.


LOCATION BASED: Adjourns Shareholder Meeting Until Sept. 12
-----------------------------------------------------------
Location Based Technology, Inc., has adjourned its annual
shareholder meeting scheduled for Aug. 16, 2012, due to lack of
quorum and a new meeting date is scheduled for Sept. 12, 2012.
Approximately 45% of the outstanding shares were voted, leaving
the Company approximately 5% short of the number of votes needed
to constitute a quorum.

Only 1/2 of 1% of shareholders whose shares are held by financial
institutions have voted; this group represents approximately 50%
of the outstanding shares.  The Company believes that this large
block of shareholders may not have received proxy ballots and the
Company is looking into this matter to determine what occurred.
The Company will do its best to ensure there is a quorum for the
Sept. 12, 2012, meeting.

                       About Location Based

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

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

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

As reported in the TCR on Dec. 2, 2011, Comiskey & Company, in
Denver Colorado, expressed substantial doubt about the Company's
ability to continue as a going concern, following the Company's
results for the fiscal year ended Aug. 31, 2011.  The independent
auditors noted that the Company has incurred recurring losses
since inception and has an accumulated deficit in excess of
$37,000,000.  "There is no established sales history for the
Company's products, which are new to the marketplace."


MARCUM TRANSPORT: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Marcum Transport, Inc.
        P.O. Box 378
        Mt. Gay, WV 25637

Bankruptcy Case No.: 12-20530

Chapter 11 Petition Date: August 17, 2012

Court: U.S. Bankruptcy Court
       Southern District of West Virginia (Charleston)

Judge: Ronald G. Pearson

Debtor's Counsel: William W. Pepper, Esq.
                  PEPPER AND NASON
                  8 Hale Street
                  Charleston, WV 25301
                  Tel: (304) 346-0361
                  Fax: (304) 346-1054
                  E-mail: tinas@peppernason.com

Scheduled Assets: $1,280,404

Scheduled Liabilities: $1,428,976

The Company's list of its 19 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/wvsb12-20530.pdf

The petition was signed by Ernest W. Marcum, president.


MARKETING WORLDWIDE: Incurs $5.1 Million Net Loss in June 30 Qtr.
-----------------------------------------------------------------
Marketing Worldwide Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $5.13 million on $175,871 of revenue for the three
months ended June 30, 2012, compared with a net loss of $539,993
on $449,235 of revenue for the same period during the prior year.

The Company reported a net loss of $6.31 million on $574,018 of
revenue for the nine months ended June 30, 2012, compared with a
net loss of $1.12 million on $1.31 million of revenue for the same
epriod a year ago.

The Company's balance sheet at June 30, 2012, showed $1.14 million
in total assets, $11.94 million in total liabilities and a $10.80
million total deficiency.

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

                        http://is.gd/bPx1ts

                    About Marketing Worldwide

Based in Howell, Michigan, Marketing Worldwide Corporation
operates through the holding company structure and conducts its
business operations through its wholly owned subsidiaries
Colortek, Inc., and Marketing Worldwide, LLC.

Marketing Worldwide, LLC, is a complete design, manufacturer and
fulfillment business providing accessories for the customization
of vehicles and delivers its products to large global automobile
manufacturers and certain Vehicle Processing Centers primarily in
North America.  MWW operates in a 23,000 square foot leased
building in Howell Michigan.

Colortek, Inc., is a Class A Original Equipment painting facility
and operates in a 46,000 square foot owned building in Baroda,
which is in South Western Michigan.  MWW invested approximately
$2 million into this paint facility and expects the majority of
its future growth to come from this business.

The Company reported a net loss of $2.27 million for the year
ended Sept. 30, 2011, compared with a net loss of $2.34 million
during the prior year.

After auditing the financial statements for the year ended
Dec. 31, 2011, RBSM LLP, in New York, expressed substantial doubt
about the Company's ability to continue as a going concern
following the Company's 2011 financing results.  The independent
auditors noted that the Company has generated negative cash flows
from operating activities, experienced recurring net operating
losses, is in default of loan certain covenants, and is dependent
on securing additional equity and debt financing to support its
business efforts.


MCC FINANCE: Moody's Withdraws 'B2' Senior Secured Debt Rating
--------------------------------------------------------------
Moody's Investors Service has withdrawn the senior secured rating
of MCC Finance Company Limited because the proposed notes were not
issued. MCC Finance Company Limited is a wholly-owned subsidiary
of real estate developer Metro Country Club.

The following ratings were withdrawn:

MCC Finance Company Limited -- prospective senior secured debt
rating at B2.

The last rating action with respect to MCC Finance Company Limited
was on July 31, 2012, when the proposed notes were assigned a B2
rating.

MCC Finance Company Limited's ratings were assigned by evaluating
factors that Moody's considers relevant to the credit profile of
the issuer, such as the company's (i) business risk and
competitive position compared with others within the industry;
(ii) capital structure and financial risk; (iii) projected
performance over the near to intermediate term; and (iv)
management's track record and tolerance for risk. Moody's compared
these attributes against other issuers both within and outside MCC
Finance Company Limited's core industry and believes MCC Finance
Company Limited's ratings are comparable to those of other issuers
with similar credit risk.

Metro Country Club is a leading developer of residential
properties located in Juan Dolio, a beachfront town on the south
coast of the Dominican Republic. The developed properties consist
of Metro Country Club, a residential gated golf community covering
approximately 1.6 million square meters built in 1992 (which is
referred to as Phase I of the projects) and a series of beachfront
condominium projects: Costa del Sol I, Costa del Sol II, Marbella
and Las Olas (which are collectively referred to as Phase II
projects). Metro Country Club is now developing Costa Blanca,
which combines beachfront condominium units and residential homes
built on individual lots with amenities that include a golf
course, a private beach club and a marina, as Phase III projects.


MCFORE, INC.: Case Summary & 8 Unsecured Creditors
--------------------------------------------------
Debtor: McFore, Inc.
        dba Painted Hills Golf Course
        4403 S. Dishman-Mica
        Spokane, WA 99206

Bankruptcy Case No.: 12-03615

Chapter 11 Petition Date: August 17, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Washington (Spokane/Yakima)

Debtor's Counsel: Timothy R. Fischer, Esq.
                  MURPHY BANTZ & BURY PLLC
                  818 W. Riverside Avenue, Suite #631
                  Spokane, WA 99201
                  Tel: (509) 838-4458
                  Fax: (509) 838-5466
                  E-mail: trf@mbblegal.net

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

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

A copy of the Company's list of its eight largest unsecured
creditors is available for free at:
http://bankrupt.com/misc/waeb12-03615.pdf

The petition was signed by Linda McElhinny, CEO.


MEADWESTVACO CORP: Moodys Lifts Sr. Unsec. Debt Ratings From Ba1
----------------------------------------------------------------
Moody's Investors Service upgraded MeadWestvaco Corporation
(MWV)'s senior unsecured debt ratings to Baa3 from Ba1. Moody's
withdrew the company's Ba1 corporate family and probability of
default ratings consistent with Moody's ratings practice for
investment grade issuers. The upgrade recognizes MWV's improved
operating performance and reflects expectations of stronger
financial performance over the next several years as the company's
modernization and expansion projects are completed. The rating
outlook is stable.

Upgrades:

    Senior Unsecured Revenue Bonds, Upgraded to Baa3 from Ba1

    Senior Unsecured Regular Bond/Debenture, Upgraded to Baa3
    from Ba1

    Outlook Actions:

  Issuer: MeadWestvaco Corporation

    Outlook, Changed To Stable From Positive

Withdrawals:

    Issuer: MeadWestvaco Corporation

    Probability of Default Rating, Withdrawn, previously rated Ba1

    Corporate Family Rating, Withdrawn, previously rated Ba1

Ratings Rationale

MWV's Baa3 senior unsecured ratings primarily reflects the
company's strong balance sheet and leading market positions in
several global packaging markets. The rating incorporates the
strength and stability of MWV's global packaging businesses in the
face of challenging economic conditions. The rating also considers
the company's strong liquidity and the company's timberland
position which provides some backward integration to fiber while
also providing an additional source of liquidity should the need
arise. Offsetting these strengths is the impact of a highly
competitive plastic packaging market which makes market share and
margin expansion challenging. In addition, free cash flow
generation in 2012 is expected to be negative as the company
completes its significant capital expenditure plans and continues
to pay its large ongoing dividend. The Baa3 rating anticipates
that the company will not pressure its balance sheet or liquidity
position with excessive dividend payouts, share buy backs or
acquisitions.

MWV has strong liquidity supported by $531 million of cash (June
2012) and full availability under its undrawn $600 million
committed credit facility (maturing January 2017). In connection
with the company's expansion in Brazil, the company also has R$249
million (Brazilian Real (R$)) availability (approximately US$125
million) as of June 2012 on its R$470 million bank credit facility
(maturing in 2020). Moody's estimates free cash flow generation of
$70 million in 2013 and $160 million in 2014, as capital
expenditures trend back down to normalized levels. Moody's
believes covenant compliance should be easily managed over the
next several years, and there are no significant debt maturities
until 2017. The company's liquidity is also supported by the
company's timberland holdings that can be sold to augment
liquidity and the company's significantly over-funded pension plan
($1.1 billion surplus) which will not require any cash
contributions for the foreseeable future.

The stable outlook reflects Moody's expectations that MWV will
complete its Brazilian expansion and US energy project as
scheduled and that MWV's normalized operating and financial
performance will be in line with its Baa3 rating. An upgrade to
Baa2 would be dependent on the ability to maintain a good
liquidity position and sustain normalized RCF/TD above 25% and
total debt to EBITDA below 2.5x. Negative pressure may result if
demand or prices fall materially, causing deterioration in the
company's liquidity profile or should Moody's expectations of
normalized RCF/Debt drop below 20% or if total debt to EBITDA
exceeds 3x.

The principal methodology used in rating MWV was the Global Paper
and Forest Products Industry Methodology, published September
2009.

Headquartered in Richmond, Virginia, MWV is a global packaging
company focused on the food and beverage, personal care, home and
garden, tobacco, healthcare and agricultural and industrial
markets. Operations are located in more than 30 countries with
consolidated 2011 sales (from continuing operations) of $5.3
billion.


MEDFORD VILLAGE: Status Hearing Set for Oct. 4
----------------------------------------------
Judge Judith H. Wizmur scheduled a status hearing in the Chapter
11 case of Medford Village East Associates, LLC, for Oct. 4, 2012,
at 10:00 a.m. at JHW - Courtroom 4B, Camden.

Medford Village East Associates, LLC, filed a Chapter 11 petition
(Bankr. D.N.J. Case No. 12-29693) in Camden on Aug. 8, 2012,
estimating assets of at least $50 million and liabilities of just
under $10 million.  The Debtor owns properties in Medford
Township, Mt. Laurel Township, Borough of Clayton, Borough of
Barrington, Voorhees Township and the Midwest.  The Debtor hired
Maschmeyer Karalis P.C. as bankruptcy counsel and Hyland Levin,
LLP as special counsel.  The petition was signed by Stephen D.
Samost, managing member.


MICHAEL OHAYON: Bankruptcy Court Lifts Lis Pendens
--------------------------------------------------
In the case, Michael Ohayon and Maurice Ohayon, Plaintiffs, v.
Rosaling Ng and Joshua Wohlstein, Defendants, Adv. Proc. No.
12-3092 (Bankr. N.D. Calif.), Bankruptcy Judge Dennis Montali
granted the Defendants' Motion To Expunge Lis Pendens pursuant to
an Aug. 17, 2012 Memorandum Decision available at
http://is.gd/FiCei3from Leagle.com.

Michael Ohayon filed for Chapter 11 bankruptcy (Bankr. N.D. Calif.
Case No. 12-31516) on May 21, 2012.


MOLYCORP INC: S&P Affirms 'CCC+' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'CCC+' corporate credit rating, on Colorado-based Molycorp
Inc. "At the same time, we removed all our ratings on the company
from CreditWatch, where we placed them with developing
implications on Aug. 13, 2012. The rating outlook is developing,"
S&P said.

"At the same time, we assigned a 'CCC' issue-level rating (one
notch below the corporate credit rating) and a '5' recovery rating
to the company's $360 million 6% senior convertible notes due
2017. The recovery rating of '5' indicates our expectation that
lenders can expect modest (10% to 30%) recovery in the event of a
payment default. The company has sold the notes under its shelf
filing for well-known seasoned issuers dated Aug. 16, 2012," S&P
said.

"The rating affirmations and developing outlook reflect our view
that although the recent financing transactions have likely
provided Molycorp with liquidity to fund its capital needs and
potential payments on the convertible notes issued by Molycorp
Canada, further market weakness, startup issues at Mountain Pass,
or other unforeseen events could pressure liquidity in the next
few quarters. In our view, the company should benefit in the
coming year as the Mountain Pass operations ramp up and capital
spending needs decline, lessening the strain on the company's
liquidity. However, the company's ability to realize strong cash
flow could be constrained because of volatile market conditions
stemming from weaker global economic conditions that could reduce
the demand for rare earth minerals, increased supply from China,
and the risks inherent in completing its large investment
program," S&P said.

"The outlook is developing, indicating a one-third or greater
possibility of either a downgrade or upgrade over the next year.
Although market conditions for the company's products have been
relatively weak, the recent offering of convertible bonds and
common shares have provided the company with additional liquidity
to complete the reopening of its Mountain Pass mine and begin to
generate cash flow in 2013. The company is subject to commodity
price fluctuations, execution and operating risks inherent in
reopening the mine, and integration risks associated with the
Molycorp Canada acquisition. Additionally, the company needs to
demonstrate the viability of its integrated strategy for a higher
rating," S&P said.


MUSCLEPHARM CORP: Reports $6.2 Million Net Income in 2nd Quarter
----------------------------------------------------------------
Musclepharm Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $6.18 million on $15.42 million of net sales for the
three months ended June 30, 2012, compared with a net loss of
$7.43 million on $3.39 million of net sales for the same period a
year ago.

The Company reported a net loss of $9.85 million on $31.99 million
of net sales for the six months ended June 30, 2012, compared with
a net loss of $12.44 million on $6.43 million of net sales for the
same period during the prior year.

The Company's balance sheet at June 30, 2012, showed $4.72 million
in total assets, $15.73 million in total liabilities and a $11.01
million in total stockholders' deficit.

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

                        http://is.gd/FRgQdM

                         About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100% free of banned substances.  MusclePharm is sold in over
120 countries and available in over 5,000 U.S. retail outlets,
including GNC and Vitamin Shoppe.  MusclePharm products are also
sold in over 100 online stores, including bodybuilding.com,
Amazon.com and Vitacost.com.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Berman & Company,
P.A., 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 a net loss of
$23,280,950 and net cash used in operations of $5,801,761 for the
year ended Dec. 31, 2011; and has a working capital deficit of
$13,693,267, and a stockholders' deficit of $12,971,212 at Dec.
31, 2011.

The Company reported a net loss of $23.28 million in 2011,
compared with a net loss of $19.56 million in 2010.


NEOGENIX ONCOLOGY: Auction Sept. 11, Competing Bids Due Sept. 6
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Neogenix Oncology Inc. will hold an auction on
Sept. 11 to learn if here is a better offer for the startup
business that's developing technology to detect and treat cancer.

The report relates that a group of existing shareholders formed a
company called Precision Biologics Inc. to buy the business for
$3.2 million in cash plus stock.  Competing bids are due Sept. 6.
A hearing to approve sale is set for Sept. 14 at the U.S.
Bankruptcy Court in Greenbelt, Maryland.

The report notes that in addition to the cash, the sale price
includes 5 million shares of the buyer's stock, representing 20%
to 25% of the equity.  The buyer will also give warrants to
purchase another 5 million shares of its stock for $1.50 a share.

Neogenix, according to the report, expects that the stock will
mostly go to existing shareholders because the company said it has
"very few, if any unsecured creditors."

                      About Neogenix Oncology

Neogenix Oncology Inc. in Rockville, Maryland, filed a Chapter 11
petition (Bankr. D. Md. Case No. 12-23557) on July 23, 2012, in
Greenbelt with a deal to sell the assets to Precision Biologics
Inc., absent higher and better offers.

Founded in December 2003, Neogenix is a clinical stage, pre-
revenue generating, biotechnology company focused on developing
therapeutic and diagnostic products for the early detection and
treatment of cancer.  Neogenix, which has 10 employees, says it
its approach and portfolio of three unique monoclonal antibody
therapeutics -- mAb -- hold the potential for novel and targeted
therapeutics and diagnostics for the treatment of a broad range of
tumor malignancies.

Thomas J. McKee, Jr., Esq., at Greenberg Traurig, LLP, in McLean,
Virginia, serves as counsel.  Pipper Jaffray & Co. is the
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and notice agent.

The Debtor estimated assets of $10 million to $50 million and
debts of $1 million to $10 million.


OCEAN BREEZE: Hiring Furr and Cohen as Bankruptcy Counsel
---------------------------------------------------------
Ocean Breeze Park Homeowners' Association Inc. filed court papers
asking for authority to employ Robert C. Furr, Esq., and the law
firm of Furr and Cohen P.A., nunc pro tunc to Aug. 3.

That same day, the Court granted interim approval of the request.
The Court will hold a final hearing Aug. 30 on the engagement.

The professional services the attorney will render are:

     (a) to give advice to the Debtor with respect to its powers
and duties as debtor-in-possession and the continued managem4ent
of its business operations;

     (b) to advise the Debtor with respect to its responsibilities
in complying with the U.S. Trustee's Operating Guidelines and
Reporting Requirements and with the rules of the court;

     (c) to prepare motions, pleadings, orders, applications,
adversary proceedings, and other legal documents necessary in the
administration of the case;

     (d) to protect the interest of the Debtor in all matters
pending before the court;

     (e) to represent the Debtor in negotiation with its creditors
in the preparation of a plan.

To the best of the Debtor's knowledge, neither the attorney nor
the law firm have any connection with the creditors or other
parties in interest or their respective attorneys.  Neither the
attorney nor the law firm represent any interest adverse to the
debtor.  Robert C. Furr, Esq., serves as a Panel Trustee in the
Southern District of Florida in Chapter 7, Chapter 12 and Chapter
11 cases.

         About Ocean Breeze Park Homeowners' Association

Jensen Beach, Florida-based Ocean Breeze Park Homeowners'
Association, Inc., filed for Chapter 11 bankruptcy (Bankr. S.D.
Fla. Case No. 12-28820) in West Palm Beach on Aug. 3, 2012.
Bankruptcy Judge Erik P. Kimball presides over the case.

Ocean Breeze Park Homeowners' Association operates a residential
cooperative mobile home park located at 3000 N.E. Indian River
Drive, Jensen Beach.  The shareholders have equity ownership in
the Cooperative, allowing them to hold proprietary leases which
provide for 99-year leasehold agreements.  There are 549 mobile
home units, 39 cottages and 16 recreational vehicle units.  There
are 137 units subject to the proprietary leases.

Bankruptcy Judge Erik P. Kimball presides over the case.  Lawyers
at Furr and Cohen, P.A., serve as the Debtor's counsel.

In its schedules, the Debtor listed $13,472,535 in assets and
$24,870,355 in liabilities.  The petition was signed by Harry
Bartlett, president.


OCEAN BREEZE: Hearing on Further Cash Use on Aug. 30
----------------------------------------------------
The Bankruptcy Court on Aug. 21 issued an order permitting Ocean
Breeze Park Homeowners' Association, Inc., to use its lenders'
cash collateral through Aug. 31.

Ocean Breeze, at the onset of its case, made an emergency request
seeking Court permission to use cash collateral of its lenders
Cathie Teal, Gary Hendry, and Marcia Hendry-Coker to continue its
business operations.  Without the use of the Cash Collateral, the
Debtor said it will be forced to discontinue its business
operations.

The Interim Order permits the Debtor to use Cash Collateral in
accordance with a budget.  The order also provides a carve-out for
fees payable to the Office of the U.S. Trustee through the close
of business on Aug. 30.

The Court will hold a final hearing on Aug. 30 at 1:30 p.m.

As of the bankruptcy filing date, the Lenders allege that the
Debtor owed them $25,309,718, including $904,402 in accrued and
unpaid interest pursuant to two Promissory Notes and Security
Agreements dated Dec. 12, 2008.  The debt is secured by, among
other things, Purchase Money Mortgage and Security Agreements.

The Debtor and the Lenders entered into three Forbearance and
Interest Deferral Agreements dated Oct. 1, 2009, Aug. 27, 2010 and
Aug. 12, 2011.

The allocation of the debt owed to the Lenders is:

     Cathie Teal, 50% of the principal and interest;
     Gary Hendry, 25% of the principal and interest; and
     Marcia Hendry-Coker, 25% of the principal and interest.

The Debtor said it is willing to provide the Lenders with adequate
protection of their secured interest in the Cash Collateral.
By the terms of the loan documents, the Debtor already granted to
the Lenders a security interest in the Debtor's assets including,
but not limited to, the land in which the Debtor holds a fee
simple interest, located in the Town of Ocean Breeze, Martin
County, Florida, together with all buildings and structures
situated on the Land as well as all rents and revenues associated
with the Land, accounts receivable and notes receivable belonging
to the Debtor.

The Bankruptcy Court was slated to hold an Initial Chapter 11
Status Conference in the case on Aug. 23 at 1:30 p.m.

A copy of the Aug. 21 Interim Cash Collateral Order is available
at http://www.scribd.com/doc/103758263

         About Ocean Breeze Park Homeowners' Association

Jensen Beach, Florida-based Ocean Breeze Park Homeowners'
Association, Inc., filed for Chapter 11 bankruptcy (Bankr. S.D.
Fla. Case No. 12-28820) in West Palm Beach on Aug. 3, 2012.
Bankruptcy Judge Erik P. Kimball presides over the case.

Ocean Breeze Park Homeowners' Association operates a residential
cooperative mobile home park located at 3000 N.E. Indian River
Drive, Jensen Beach.  The shareholders have equity ownership in
the Cooperative, allowing them to hold proprietary leases which
provide for 99-year leasehold agreements.  There are 549 mobile
home units, 39 cottages and 16 recreational vehicle units.  There
are 137 units subject to the proprietary leases.

Bankruptcy Judge Erik P. Kimball presides over the case.  Lawyers
at Furr and Cohen, P.A., serve as the Debtor's counsel.

In its schedules, the Debtor listed $13,472,535 in assets and
$24,870,355 in liabilities.  The petition was signed by Harry
Bartlett, president.


OPTIONS MEDIA: Incurs $1.7 Million Net Loss in Second Quarter
-------------------------------------------------------------
Options Media Group Holdings, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $1.77 million on $313 of net revenues for
the three months ended June 30, 2012, compared with a net loss of
$11.79 million on $196,291 of net revenues for the same period
during the prior year.

The Company reported a net loss of $3.88 million on $1,333 of net
revenues for the six months ended June 30, 2012, compared with a
net loss of $12.64 million on $521,051 of net revenues for the
same period a year ago.

The Company's balance sheet at June 30, 2012, showed $1.03 million
in total assets and $8.34 million in total liabilities.

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

                        http://is.gd/Hj948E

                        About Options Media

Boca Raton, Fla.-based Options Media Group Holdings, Inc., had
historically been an Internet marketing company providing e-mail
services to corporate customers.  Additionally, Options Media has
a lead generation business and disposed of its SMS text messaging
delivery business.  In 2010, Options Media transitioned by
changing its focus to smart phones and acquiring a robust anti-
texting program that prohibits people in vehicles from texting, e-
mailing, and reading such communications while moving.  As part of
its focus on mobile software applications, Options Media has also
broadened its suite of products by continuing to improve the
features of its Drive Safe(TM) anti-texting software.  In
conjunction with this change of focus, in February 2011, Options
Media sold its e-mail and SMS businesses.  Options Media retains
its lead generation business.

The Company reported a net loss of $12.67 million in 2011,
compared with a net loss of $9.86 million in 2010.

In its audit report for the 2011 results, Salberg & Company, P.A.,
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 a net loss available to common
stockholders of $12.75 million, and net cash used in continuing
operations of $3.60 million for the year ended Dec. 31, 2011, and
a working capital deficit, stockholders' deficit and accumulated
deficit of $4.11 million, $3.56 million and $35.5 million,
respectively at Dec. 31, 2011.  The Company has also discontinued
certain operations.


PACIFIC DEVELOPMENT: Has Court's Nod to Hire Cushman as Appraiser
-----------------------------------------------------------------
The Hon. R. Kimball Mosier of the of the U.S. Bankruptcy Court for
the District of Utah has granted Pacific Development, L.C.,
authorization to employ Cushman & Wakefield of Colorado, Inc., as
appraiser for the Debtor's commercial property in Payson, Utah, as
well as other properties if needed.

As reported by the Troubled Company Reporter on Dec. 6, 2011, the
Debtor intends to pay Cushman $2,500 upon delivery of an appraisal
of the Payson commercial property.

                     About Pacific Development

Provo, Utah-based Pacific Development, L.C., is the obligor on and
owner of various real estate development loans for properties
primarily located in Payson, Salem, Springville and Harrisburg,
Utah.  The Company filed for Chapter 11 protection (Bankr. D. Utah
Case No. 10-22754) on March 10, 2010.  Blake D. Miller, Esq., and
James W. Anderson, Esq., at Miller Guymon, PC, in Salt Lake City,
represent the Debtor in its restructuring effort.  The Debtor
estimated its assets at $10 million to $50 million and
debts at $1 million to $10 million.

David P. Billings, Esq., and J. Thomas Beckett, Esq., at Parsons,
Behle & Latimer, P.C., in Salt Lake City, represent the Official
Committee of Unsecured Creditors.


PACIFIC MONARCH: Completes $350 Million Asset Sale
--------------------------------------------------
Greenberg, Whitcombe & Takeuchi, LLP disclosed the sale of Pacific
Monarch Resorts, a privately owned developer and operator of
luxury vacation properties in the US and Mexico.  Diamond Resorts
International, a global leader in the hospitality and vacation
ownership industry, purchased a substantial portion of PMR's
assets including inventory at nine resorts located in California,
Nevada, Utah and San Jose del Cabo, Mexico, as well as the
management agreements for certain resorts.

The financial crisis of 2008 had a drastic impact on PMR's
business, requiring GWT's guidance in the selection and management
of bankruptcy, regulatory and foreign counsel, as well as
restructuring oversight throughout the sale process.  John
Whitcombe and Michael Gibson of GWT acted as primary corporate
counsel for PMR, drafting, successfully negotiating and finalizing
the agreements.

The total transaction was in excess of $350 million, consisting of
a $275 million loan portfolio and the remainder in assets located
in the US and Mexico.  GWT was instrumental in identifying and
engaging appropriate accounting, management and banking
professionals necessary for interim oversight and investment
banking services.  GWT also supervised the retention of Stutman,
Treister & Glatt to provide restructuring services, Baker &
McKenzie for international advice, and Skip Gaskill, Esq., for
real estate regulatory direction.

Once the professionals were in place, and a stalking horse bid
received, PMR filed a Chapter 11 bankruptcy, allowing the assets
to be transferred pursuant to court order, and providing the
necessary flexibility to complete PMR's remaining succession
plans.

During the 8 months leading up to the filing, and ending on the
morning of the close, Whitcombe and Gibson took the primary lead
in negotiating and finalizing over 125 agreements and conveyance
instruments.

Diamond Resorts was represented by Katten Muchin and Ballard Spahr
during the process.

GWT's head of restructuring, John Whitcombe, said "This is a great
outcome for our client.  PMR was the victim of economic
circumstances far beyond its control.  Despite the economic
meltdown and the inability of PMR's lenders to fulfill
expectations, Mark Post, the CEO of PMR, was able to work closely
with the team we put together to achieve a fantastic result, which
will likely be the subject of business school studies for years to
come."
            About Greenberg, Whitcombe & Takeuchi, LLP

Greenberg, Whitcombe & Takeuchi, LLP, -- http://www.gwtllp.com/--
is a boutique law firm dedicated to providing skilled and
efficient representation in a wide range of business, real estate,
construction, and employment litigation, as well as in corporate,
transactional, financing and real estate matters for not only
local California clients but also national and international
business clients.  GWT is well positioned in expertise, size, and
location to respond to the needs of its clients wherever they may
be located.

                       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.


PAINTED HILLS: Files for Bankruptcy; Challenges Bank Debt
---------------------------------------------------------
Joshua Sisco, writing for DealFlow Media's Turnarounds &
Restructurings, reports that Painted Hills Golf Course in Spokane,
Wash., filed for Chapter 11 bankruptcy, disputing most of the
$846,333 it owes to AmericanWest Bank, its largest creditor.


PAYMENT DATA: Reports $104,000 Net Income in Second Quarter
-----------------------------------------------------------
Payment Data Systems, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $104,306 on $1.46 million of revenue for the three
months ended June 30, 2012, compared with a net loss of $238,481
on $768,359 of revenue for the same period during the prior year.

The Company reported net income of $173,378 on $2.76 million of
revenue for the six months ended June 30, 2012, compared with a
net loss of $382,498 on $1.55 million of revenue for the same
period a year ago.

The Company's balance sheet at June 30, 2012, showed $3.03 million
in total assets, $2.07 million in total liabilities, all current,
and $959,069 in total stockholders' equity.

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

                        http://is.gd/v8P92w

                    About Payment Data Systems

San Antonio, Tex.-based Payment Data Systems, Inc. provides
integrated electronic payment processing services to merchants and
businesses, including credit and debit card-based processing
services and transaction processing via the Automated
Clearinghouse Network.  The Company also operates an online
payment processing service for consumers under the domain name
http://www.billx.com/through which consumers can pay anyone.


PEGASUS RURAL: 700 Megahertz Licenses Go for Credit Bid
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bankrupt subsidiaries of Xanadoo Co. were
authorized by the bankruptcy court Aug. 22 to sell assets in
700 megahertz spectrum to secured lenders in exchange for
$30 million in debt.

According to that report, the lenders were the stalking-horse for
the Aug. 20 auction.  The assets include 23 licenses in the 700
megahertz frequency band that were purchased in 2000 and 2001 for
$96 million.  In addition, the companies auctioned licenses they
lease in the 2.5 gigahertz spectrum.  Court records indicate that
the judge will be approving the sale of individual licenses for
prices ranging mostly between $7,500 and $11,000 each.

The report relates that the bankruptcy court previously approved
the sale of tower facilities for $3 million to Rhino
Communications Inc.  The companies filed a proposed reorganization
plan in February, predicting the sale of licenses in the 700
megahertz spectrum would pay all secured and unsecured creditors
in full, with interest.

                   About Pegasus Rural Broadband

Pegasus Rural Broadband, LLC, and its affiliates, including
Xanadoo Holdings Inc., sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 11-11772) on June 10, 2011.

The Debtors are subsidiaries of Xanadoo Company, a 4G wireless
Internet provider.  Xanadoo Co. was not among the Chapter 11
filers.

The subsidiaries sought Chapter 11 protection after they were
unable to restructure $52 million in 12.5% senior secured
promissory notes that matured in May.  The notes are owing to
Beach Point Capital Management LP.

Xanadoo Holdings, through Xanadoo LLC -- XLC -- offers wireless
high-speed broadband service, including digital phone services,
under the Xanadoo brand utilizing licensed frequencies in the 2.5
GHz frequency band.  As of May 31, 2011, XLC served 12,000
subscribers in Texas, Oklahoma and Illinois.  In the summer of
2010, the Debtors closed all of their retail stores and kiosks in
its six operating markets and severed all fulltime sales
personnel.  Since the closings, the Debtors relied one key
retailer in each market to serve as local point of presence to
market customer transactions.

Judge Peter J. Walsh presides over the case.  Rafael Xavier
Zahralddin-Aravena, Esq., Shelley A. Kinsella, Esq., and Jonathan
M. Stemerman, Esq., at Elliott Greenleaf, in Wilmington, Delaware,
serve as counsel to the Debtor.  NHB Advisors Inc. is their
financial advisors.  Epiq Systems, Inc., is the claims and notice
agent.

Xanadoo Holdings, Pegasus Guard Band and Xanadoo Spectrum each
estimated assets of $100 million to $500 million and debts of
$50 million to $100 million.

The Chapter 11 filing followed the maturity in May 2011 of almost
$60 million in secured notes owing to Beach Point Capital
Management LP.

The Court denied a motion by the secured noteholders to dismiss
the Chapter 11 case and appoint a Chapter 11 trustee.

The companies filed a proposed reorganization plan in February
predicting sale of licenses in the 700 megahertz spectrum would
pay all secured and unsecured creditors in full, with interest.
In a separate filing, the companies said the assets will be turned
over to secured lenders if there is neither a lender nor a buyer
to finance a plan.  The plan will be funded either by a new loan
or by selling the business and the assets.


PENN TREATY: Broadbill Partners Discloses 5.7% Equity Stake
-----------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Broadbill Partners GP, LLC, and its affiliates
disclosed that, as of Aug. 10, 2012, they beneficially own
1,323,689 shares of common stock of Penn Treaty American
Corporation representing 5.7% of the shares outstanding.  A copy
of the filing is available for free at http://is.gd/qVs7RP

                     About Penn Treaty American

Penn Treaty American Corporation -- https://www.penntreaty.com/ --
through its wholly owned direct and indirect subsidiaries, Penn
Treaty Network America Insurance Company, American Network
Insurance Company, American Independent Network Insurance Company
of New York, Network Insurance Senior Health Division and Senior
Financial Consultants Company, is engaged in the underwriting,
marketing and sale of individual and group accident and health
insurance products, principally covering long term nursing home
and home health care.

On Oct. 2, 2009, the Insurance Commissioner of the Commonwealth of
Pennsylvania filed in the Commonwealth Court of Pennsylvania
Petitions for Liquidation for PTNA and American Network Insurance
Company.  PTNA is a direct insurance company subsidiary of Penn
Treaty American Corporation, and ANIC is a subsidiary of PTNA.


POSITIVEID CORP: Incurs $1.8 Million Net Loss in Second Quarter
---------------------------------------------------------------
PositiveID Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.88 million on $0 of revenue for the three months ended
June 30, 2012, compared with a net loss of $3.53 million on $0 of
revenue for the same period a year ago.

The Company reported a net loss of $4.23 million on $0 of revenue
for the six months ended June 30, 2012, compared with a net loss
of $5.74 million on $0 of revenue for the same period a year ago.

The Company's balance sheet at June 30, 2012, showed $3.18 million
in total assets, $5.58 million in total liabilities, all current,
and a $2.39 million total stockholders' deficit.

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

                        http://is.gd/68qcKD

                         About PositiveID

Delray Beach, Fla.-based PositiveID Corporation has historically
developed, marketed and sold RFID systems used for the
identification of people in the healthcare market.  Beginning in
early 2011, the Company has focused its strategy on the growth of
its HealthID business, including the continued development of its
GlucoChip, its Easy Check breath glucose detection device, its
iglucose wireless communication system, and potential strategic
acquisition opportunities of businesses that are complementary to
its HealthID business.

EisnerAmper LLP, in New York, N.Y., expressed substantial doubt
about PositiveID's ability to continue as a going concern,
following the Company's results for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has a
working capital deficiency and an accumulated deficit.
"Additionally, the Company has incurred operating losses since its
inception and expects operating losses to continue during 2012.


QUAMTEL INC: Had $1 Million Net Loss in Second Quarter
------------------------------------------------------
Quamtel, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss of $1.0 million on $606,941 of revenues for the three
months ended June 30, 2012, compared with a net loss of
$1.3 million on $526,434 of revenues for the comparable period
last year.

For the six months ended June 30, 2012, the Company had a net loss
of $3.6 million on $1.3 million of revenues, compared with a net
loss of $2.0 million on $954,444 of revenues for the corresponding
period of 2011.

The Company's balance sheet at June 30, 2012, showed $2.4 million
in total assets, $2.8 million in total liabilities, and a
stockholders' deficit of $400,372.

"We have incurred operating losses and negative cash flows from
operations during the past two years, have incurred an accumulated
deficit of $20.1 million through June 30, 2012, and have been
dependent on issuances of debt and equity instruments to fund our
operations.  We intend to generate future profitability and seek
new sources or methods of financing or revenue to pursue our
business strategy.  However, there can be no certainty that we
will be successful in this strategy.  These factors raise
substantial doubt about our ability to continue as a going
concern.  Accordingly, our independent auditors added an
explanatory paragraph to their opinion on our consolidated
financial statements for the year ended Dec. 31, 2011, based on
substantial doubt about our ability to continue as a going
concern."

As reported in the TCR on April 17, 2012, RBSM LLP, in New York,
N.Y., expressed substantial doubt about Quamtel'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 has incurred significant operating losses in the
current year and also in the past.

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

                       http://is.gd/bygHwt

Dallas-based Quantum, Inc., was incorporated in 1999 under the
laws of Nevada as a communications company offering, through its
subsidiaries, a comprehensive range of mobile broadband and
communications products and services that are designed to meet the
needs of individual consumers, businesses, government subscribers
and resellers.

The Company offers secure nationwide mobile broadband wireless
data transmission services primarily under the DataJack brand.




QUAMTEL INC: Incurs $1 Million Net Loss in Second Quarter
---------------------------------------------------------
Quamtel, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.02 million on $606,941 of revenue for the three months ended
June 30, 2012, compared with a net loss of $1.33 million on
$526,434 of revenue for the same period a year ago.

The Company reported a net loss of $3.65 million on $1.26 million
of revenue for the six months ended June 30, 2012, compared with a
net loss of $2.01 million on $954,444 of revenue for the same
period during the prior year.

The Company's balance sheet at June 30, 2012, showed $2.37 million
in total assets, $2.77 million in total liabilities and a $400,372
total shareholders' deficiency.

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

                         http://is.gd/bygHwt

                          About Quamtel Inc.

Dallas, Texas-based Quamtel, Inc., is a communications company
offering, through its subsidiaries, a comprehensive range of
mobile broadband and communications products and services that are
designed to meet the needs of individual consumers, businesses,
government subscribers and resellers.  The Company's common stock
trades on the OTC Bulletin Board (OTC BB) under the symbol "QUMI."

In its report on the 2011 financial statements, RBSM LLP, in New
York, New York, expressed substantial doubt about Quamtel's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant operating losses
in the current year and also in the past.

The Company reported a net loss of $4.49 million on $1.93 million
of revenues for 2011, compared with a net loss of $10.05 million
on $2.18 million of revenues for 2010.


RANCHO REFLECTIONS: Case Summary & 6 Unsecured Creditors
--------------------------------------------------------
Debtor: Rancho Reflections, LLC
        4553 N. Rancho Drive
        Las Vegas, NV 89130

Bankruptcy Case No.: 12-19429

Chapter 11 Petition Date: August 15, 2012

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Timothy P. Thomas, Esq.
                  LAW OFFICES OF TIMOTHY P. THOMAS, LLC
                  8670 W. Cheyenne Avenue, #120
                  Las Vegas, NV 89129
                  Tel: (702) 227-0011
                  Fax: (702)227-0015
                  E-mail: TTHOMAS@TTHOMASLAW.COM

Scheduled Assets: $314,671

Scheduled Liabilities: $2,275,943

A copy of the Company's list of its six unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nvb12-19429.pdf

The petition was signed by Terry Buis, president.


RCF KITCHENS: Indiana Organic Food Plant Brings in $13 Million
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Sugar Creek Packing Corp. from Washington Court
House, Ohio, was given authorization from the bankruptcy court in
Indianapolis to pay $13 million for a bankrupt plant that produced
packaged food.  There were no competing bids at auction, according
to the court's Aug. 21 sale-approval order.

                         About RCF Kitchens

RCF Kitchens Indiana LLC is the owner of a plant making
packaged food in Cambridge City, Indiana.  The plant began
operations in 2008 but operations terminated in November.  The
facility had been used to make organic and natural packaged food
for heating in microwave ovens.

RCF Kitchens Indiana, LLC, formerly doing business as Really Cool
Foods, filed a Chapter 11 petition (Bankr. S.D. Ind. Case No. 12-
06434) on May 30, 2012, in Indianapolis.

The Debtor disclosed assets of $12.9 million against debt totaling
$14.9 million, including $4.1 million in secured debt.


REAL ESTATE ASSOCIATES: Has No Remaining Investment in Ivywood
--------------------------------------------------------------
Real Estate Associates Limited VII, a California limited
partnership, holds a 99.9% general partner interest in Real Estate
Associates IV which, in turn, holds a 98.99% limited partnership
interest in Ivywood Apartments Ltd., an Ohio limited partnership.
On Aug. 14, 2012, Ivywood sold its investment property to The
Orlean Company in exchange for (i) full satisfaction of the non-
recourse note payable due to an affiliate of the Purchaser, (ii)
the assumption of the outstanding mortgage loan encumbering the
property, and (iii) the sum of one dollar.  Real Estate Associates
did not receive any proceeds from the sale.  The Partnership had
no investment balance remaining in Ivywood at June 30, 2012.

                    About Real Estate Associates

Real Estate Associates Limited VII is a limited partnership which
was formed under the laws of the State of California on May 24,
1983.  On February 1, 1984, the Partnership offered 2,600 units
consisting of 5,200 limited partnership interests and warrants to
purchase a maximum of 10,400 additional limited partnership
interests through a public offering managed by E.F. Hutton Inc.
The Partnership received $39,000,000 in subscriptions for units of
limited partnership interests (at $5,000 per unit) during the
period from March 7, 1984 to June 11, 1985.

The Partnership will be dissolved only upon the expiration of 50
complete calendar years -- December 31, 2033 -- from the date of
the formation of the Partnership or the occurrence of various
other events as specified in the Partnership agreement.  The
principal business of the Partnership is to invest, directly or
indirectly, in other limited partnerships which own or lease and
operate Federal, state and local government-assisted housing
projects.

The general partners of the Partnership are National Partnership
Investments Corp., a California Corporation, and National
Partnership Investments Associates II.  The business of the
Partnership is conducted primarily by NAPICO, a subsidiary of
Apartment Investment and Management Company, a publicly traded
real estate investment trust.

The Partnership holds limited partnership interests in 11 local
limited partnerships as of both March 31, 2010, and December 31,
2009.  The Partnership also holds a general partner interest in
Real Estate Associates IV, which, in turn, holds limited
partnership interests in nine additional Local Limited
Partnerships; therefore, the Partnership holds interests, either
directly or indirectly through REA IV, in twenty (20) Local
Limited Partnerships.  The general partner of REA IV is NAPICO.
The Local Limited Partnerships own residential low income rental
projects consisting of 1,387 apartment units at both March 31,
2010, and December 31, 2009.  The mortgage loans of these projects
are payable to or insured by various governmental agencies.

The Partnership reported a net loss of $861,000 on $0 of revenue
in 2011, compared with net income of $171,000 on $0 of revenue in
2010.

The Company's balance sheet at June 30, 2012, showed $1.16 million
in total assets, $15.81 million in total liabilities and a $14.64
million total partners' deficit.

                           Going Concern

The Partnership continues to generate recurring operating losses.
In addition, the Partnership is in default on notes payable and
related accrued interest payable that matured between December
1999 and January 2012.

Four of the Partnership's five remaining investments involved
purchases of partnership interests from partners who subsequently
withdrew from the operating partnership.  As of June 30, 2012, and
Dec. 31, 2011, the Partnership is obligated for non-recourse notes
payable of approximately $4,463,000 and $6,070,000, respectively,
to the sellers of the partnership interests, bearing interest at
9.5 to 10 percent.  Total outstanding accrued interest is
approximately $11,323,000 and $15,215,000 at June 30, 2012, and
Dec. 31, 2011, respectively.  These obligations and the related
interest are collateralized by the Partnership's investment in the
local limited partnerships and are payable only out of cash
distributions from the Local Limited Partnerships.  Unpaid
interest was due at maturity of the notes.  All of the notes
payable have matured and remain unpaid at June 30, 2012.

No payments were made on the notes payable during the six months
ended June 30, 2012 or 2011.  As a result, there is substantial
doubt about the Partnership's ability to continue as a going
concern.

After auditing the 2011 results, Ernst & Young LLP, in
Greenville, South Carolina, expressed substantial doubt about the
Partnership's ability to continue as a going concern.  The
independent auditors noted that the Partnership continues to
generate recurring operating losses.  In addition, notes payable
and related accrued interest totalling $16.2 million are in
default due to non-payment.


REVEL ATLANTIC: Moody's Lowers Corporate Family Rating to 'Caa2'
----------------------------------------------------------------
Moody's Investors Service lowered Revel Atlantic City, LLC's
ratings. The company's Corporate Family and Probability of Default
ratings were lowered to Caa2, and it's senior secured revolver and
term loan ratings were lowered to Caa1 from B3. All of Revel's
ratings were placed on review for downgrade.

Ratings Rationale

Moody's decision to lower Revel's ratings considers the
significant shortfall in the company's revenue and earnings
relative to Moody's expectations. According to Revel's filing with
the Division of Gaming Enforcement of the State of New Jersey
(DGE), Revel reported net revenue of $55 million and negative
EBITDA of about $35 million for the six-month period ended June
30, 2012, well below Moody's net revenue and EBITDA expectation of
about $100 million and $30 million, respectively, for that same
period. Based on these results, Moody's has increased concern that
Revel will not be able to achieve targeted business volumes and
earnings necessary to cover its fixed charge burden.

The decision to place Revel's ratings on review for downgrade
considers the ongoing difficult operating environment in Atlantic
City and the continued negative pressure it will have on Revel's
earnings and liquidity going forward. Atlantic City monthly gaming
revenues continued to decline through the month of July 2012. And
while Revel's monthly gaming revenue has increased to $17.5
million in July 2012 from $14.9 million in June 2012, according to
the DGE, it is, in Moody's opinion, significantly below the rate
necessary for Revel to maintain an adequate level of liquidity and
support its current debt burden.

Moody's review for downgrade will focus on Revel's ability to
achieve the ramp-up necessary to cover its fixed charges, meet
financial covenants that begin in June 2013, and be able to make
interest payments on its senior debt when the payment requirement
converts to cash in 2014. Moody's will also evaluate the adequacy
of Revel's liquidity to support its ramp-up efforts. The company
recently announced that it is seeking an additional $50 million of
revolver capacity. This follows the company's $50 million add-on
to the company's term loan this past April.

Ratings lowered and placed on review for downgrade:

  Corporate Family Rating to Caa2 from Caa1

  Probability of Default Rating to Caa2 from Caa1

  $100 million revolver expiring 2017 to Caa1 (LGD 3, 38%) from B3
  (LGD 3, 37%)

  $900 million term loan due 2017 to Caa1 (LGD 3, 38%) from B3
  (LGD 3, 37%)

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

Revel Atlantic City, LLC, is a privately held company that
developed Revel Resort, a $2.4 billion entertainment resort and
casino located on the Boardwalk in the south inlet of Atlantic
City, NJ. Revel had its grand opening on Memorial Day weekend, May
25, 2012.


ROTHSTEIN ROSENFELDT: Creditors Want Hedge Funds Accord Tossed
--------------------------------------------------------------
John Pacenti, writing for Daily Business Review, reports that an
attorney for unsecured creditors in the bankruptcy case of Scott
Rothstein's defunct law firm accused four hedge funds pursuing a
$32 million settlement of being "wrongdoers" in his $1.2 billion
Ponzi scheme.

The Troubled Company Reporter, citing a report by Paul Brinkmann
of South Florida Business Journal, says the creditors committee
filed a bankruptcy plan and disclosure statement on Aug. 17.  The
plan was filed and signed by the attorney for the Creditor's
Committee, Michael Goldberg of Akerman Senterfitt, and not by the
court-appointed trustee Herbert Stettin.

"We are simply trying to move the process forward, with the
trustee," South Florida Business Journal quotes Mr. Goldberg as
saying.  The plan calls for the creation of a liquidating trust
and four classes of claimants.  A date for confirmation of the
plan was left blank.

South Florida Business Journal notes administrative fees have been
high for the case, topping $20 million in March.  But the trustee
and his assistants can point to a significant recovery also.

As of June 30, the estate had receipts totaling $99.84 million,
distributions totaling $35.06 million and cash of $68.84 million.
There were $488.4 million in claims filed with the estate, but
some of them were duplicates or disputed, the report notes.

                    About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- has been suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed November 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on January 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.


RUIDOSO VENDING: Court Says Buyer Only Paid for "Junk" Assets
-------------------------------------------------------------
Bankruptcy Judge Robert H. Jacobvitz last week ruled that Brenda
Kasuboski's purchase of vending machines from Ruidoso Vending,
Inc., does not include 32 gumball machines, 6 cigarette machines,
67 drink machines and 42 snack machines, and that the disputed
assets were owned by Mark Mulholland, RVI's founder, individually,
at the time of the sale.

Ms. Kasuboski was the winning bidder at a June 2010 auction of
RVI's assets with her $10,000 bid.  She later sued the bankruptcy
estate and Mr. Mulholland, in particular, when she found out the
assets sold to her "are rusted, are no longer operable, and over
the years have been cannibalized for parts."  Ms. Kasuboski said
Mr. Mulholland wrongfully continues to maintain custody and
control of the "good" assets.  Mr. Mulholland denies this.

The case is Brenda Kasuboski, Plaintiff, v. Mark Mulholland, et
al., Defendants, Adv. Proc. No. 11-1166 (Bankr. D.N.M.).  A copy
of the Court's Aug. 16, 2012 Memorandum Opinion is available at
http://is.gd/lFgZrAfrom Leagle.com.

Ruidoso Vending Inc. first sought Chapter 11 bankruptcy protection
on Sept. 21, 2005.  The case was converted to converted Chapter 7
and dismissed shortly thereafter.  On Jan. 4, 2008, Ruidoso
Vending filed for Chapter 7 bankruptcy (Bankr. D. N.M. Case No.
08-10021).  Clarke Coll, Esq., was appointed Chapter 7 Trustee.

The company's founder, Mark Mulholland and his wife, Patricia,
filed a joint petition for relief under Chapter 7 (Bankr. D.N.M.
Case No. 10-14587) on Sept. 8, 2010.


SAGAMORE PARTNERS: Court Says Brown Affidavit Admissible
--------------------------------------------------------
Bankruptcy Judge A. Jay Cristol denied the request of Sagamore
Partners, Ltd., to strike affidavits of Edward C. Brown filed in
the complaint, SAGAMORE PARTNERS, LTD., a Florida limited
partnership, Plaintiff, v. JPMCC 2006-LDP7 MIAMI BEACH LODGING,
LLC, a Florida limited liability company, LNR PARTNERS, LLC, a
Florida limited liability company, f/k/a LNR PARTNERS, INC., a
Florida corporation, ARBOR COMMERICAL MORTGAGE, LLC, a New York
limited liability company, NOMURA CREDIT & CAPITAL, INC., a
Delaware corporation, WELLS FARGO BANK, N.A., as Trustee for the
Registered Holders of J.P. Morgan Chase Commercial Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2006-LDP7, a New York Common Law Trust, U.S. BANK NATIONAL
ASSOCIATION, as Successor Trustee for the Registered Holders of
J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2006-LDP7, a New York
Common Law Trust, and BERKADIA COMMERCIAL MORTGAGE, LLC, a
Delaware limited liability company, Defendants, Adv. Proc. No.
11-3122 (Bankr. S.D. Fla.).

In March 2006, Sagamore Partners borrowed $31,500,000 to refinance
certain commercial property.  The Debtor defaulted on the Loan in
August 2009 after it failed to make its required monthly debt
service payment and all payments thereafter.  Following the
Debtor's default, administration of the Loan was transferred from
the master servicer (Capmark Finance, Inc.) to a special servicer.
In its 12-count Amended Complaint, the Debtor alleges, among other
things, that JPMCC 2006-LDP7 Miami Beach Lodging lacks standing to
enforce the operative Loan Documents or institute the foreclosure
proceedings that it brought in a related state court action
because JPMCC allegedly cannot prove that it owns or holds the
promissory note evidencing the Loan or the Mortgage securing the
outstanding balance.

In support of the Defendants' Motion for Summary Judgment, the
Defendants filed two affidavits of Mr. Brown, a representative of
LNR, essentially attesting to the fact that JPMCC, through a chain
of assignments and endorsements, is the present owner and holder
of the Note, Mortgage, and other Loan Documents and is entitled to
enforce those documents.  The Defendants have argued that because
Sagamore defaulted on its debt service obligations and JPMCC is
vested with the authority to enforce the Loan Documents, JPMCC has
a valid and perfected first priority mortgage lien on the Sagamore
Hotel.

Sagamore argued that the Brown Affidavits are improperly before
the Court and should be stricken in their entirety because they
allegedly do not demonstrate that the statements made therein are
based on Mr. Brown's personal knowledge as required under Federal
Rule of Civil Procedure 56(e).

The Court, however, held that the Brown Affidavits are admissible.

A copy of the Court's Aug. 15, 2012 Memorandum Opinion and Order
is available at http://is.gd/D72w3nfrom Leagle.com.

                     About Sagamore Partners

Bay Harbor, Florida-based Sagamore Partners, Ltd., owns and
operates the oceanfront Sagamore Hotel, also known as The Art
Hotel due to its captivating art collection from recognized
artists and its contemporary design.  The all-suite boutique hotel
is situated within Miami's Art Deco Historic District on South
Beach.  Sagamore Partners is owned by Martin Taplin.

Sagamore Partners filed for Chapter 11 bankruptcy (Bankr. S.D.
Fla. Case No. 11-37867) on Oct. 6, 2011.  Judge A. Jay Cristol
presides over the case.  Joshua W. Dobin, Esq., and Peter D.
Russin, Esq., at Meland Russin & Budwick, P.A., in Miami, Fla.,
serve as the Debtor's counsel.  The Debtor disclosed $71,099,556
in assets and $52,132,849 in liabilities as of the Chapter 11
filing.  The petition was signed by Martin W. Taplin, Pres of
Miami Beach Vacation Resorts, Inc., manager of Sagamore GP, LLC,
general partner.


SANTA YSABEL RESORT: Argues for Chapter 11 Eligibility
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the American Indian-owned Santa Ysabel Resort &
Casino on Lake Henshaw in North San Diego County filed papers this
week arguing that the casino's status as an unincorporated company
makes it eligible for bankruptcy reorganization in Chapter 11.

According to the report, the filing was in opposition to a motion
by the Yavapai Apache Nation, a secured creditor, contending that
the case must be dismissed because the casino is actually a tribe
ineligible for bankruptcy.  The casino is owned by the Iipay
Nation of Santa Ysabel, a federally recognized tribe.  The tribe
admitted that if the casino and the tribe are one and the same,
it's not eligible for bankruptcy because a tribe is a governmental
unit that can't be in bankruptcy.

The report relates that the casino's papers this week argue that
the business is an unincorporated company that's eligible for
bankruptcy.  An unincorporated company "is an enterprise of
numerous people joined in a common business," the casino said.

The report notes that the casino cited cases allowing involuntary
bankruptcies to be filed against unincorporated businesses.  The
bankruptcy court in San Diego will hold a hearing on Sept. 4 to
decide whether the casino is eligible for Chapter 11
reorganization.  The casino's argument could end up being a
double-edged sword.  If the casino establishes itself as an
independent business entity, that fact that it's not incorporated
opens the door to arguments that individuals involved with the
business have personal liability for the casino's debt.

The report relays that the U.S. Trustee filed a companion motion
to dismiss the bankruptcy, also arguing that the unincorporated
casino is ineligible as a government unit.

               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.


SANTEON GROUP: RBSM LLP Raises Going Concern Doubt
--------------------------------------------------
Santeon Group, Inc., filed on Aug. 16, 2012, its annual report on
Form 10-K for the year ended Dec. 31, 2011.

RBSM LLP, in New York, N.Y., expressed substantial doubt about
Santeon's ability to continue as a going concern.  The independent
auditors noted that the Company has suffered losses from
operations and is experiencing difficulty in generating sufficient
cash flows to meet its obligations and sustain its operations.

The Company reported a net loss of $475,333 on $2.2 million of
revenues for 2011, compared with a net loss of $699,993 on
$1.3 million of revenues for 2010.

The Company's balance sheet at June 30, 2012, showed $1.0 million
in total assets, $1.2 million in total liabilities, and a
stockholders' deficit of $173,180.

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

                       http://is.gd/W0MH37

Reston, Va.-based Santeon Group, Inc., is a diversified software
products and services company specializing in the transformation
and optimization of business through the deployment or the
development of innovative products and services using Agile
mindsets in the information systems/technology, healthcare,
environmental/energy and media sectors.  The Company's innovative
software solutions enable organizations to optimize performance
and maximize revenues.  The Company's clients include state and
local governments, federal agencies and numerous private sector
customers.


SCHUPBACH INVESTMENTS: Court Says No to Substantive Consolidation
-----------------------------------------------------------------
Bankruptcy Judge Dale L. Somers denied the request of Schupbach
Investments, LLC, and individual debtors Jonathan Isaac Schupbach
and Amy Marie Schupbach for substantive consolidation of their
Chapter 11 cases.  The Court, however, granted their request for
joint administration to cut down on administrative costs.

The bankruptcy case of Jonathan and Amy Marie Schupbach started
out as a Chapter 13 case.  Rose Hill Bank objected to the request
for joint administration, saying, among other things, that a
Chapter 13 case could not be consolidated with a Chapter 13 case.
That argument became moot when the individual case was converted
to Chapter 11.

In seeking substantive consolidation, the Debtors ask the Court to
find in their favor on the facet of the standards established in
Union Sav. Bank v. Augie/Restivo Baking Co., Ltd. (In re
Augie/Restivo Baking Co., Ltd.), 860 F.2d 515, 516-17 (2d
Cir.1988); and Drabkin v. Midland-Ross Corp. (In re Auto-Train
Corp.), 810 F.2d 270 (D.C. Cir. 1987), that concern their
creditors' alleged failure to rely on the separate identity of the
Company in making the loans to their rental business.  The Debtors
argue their evidence showed that the lenders did not rely on the
separate credit of the Company in making those loans.

During trial, the Debtors' lawyers had asked the bank officers who
testified: if the Company had not existed and the Schupbachs had
personally owed all the rental properties and other assets it had,
would the banks have given them the same loans they made to the
Company?

"But this is not the question to ask in order to determine whether
the banks relied on the Company's separate existence or credit in
making the loans," according to Judge Somers.  "Instead, the
appropriate hypothetical would have been to ask the bankers to
assume that ownership of the business assets remained split
between the Company and the Schupbachs personally as they chose to
set their business up, but the Schupbachs had asked the banks to
make the loans to them personally with no participation by the
Company or direct offer of its assets to serve as security for the
loans."

"Of course, the answer to that question would clearly be 'No,'"
Judge Somers said.  "Even if the Schupbachs had offered a security
interest in their ownership of the Company, the banks would not
have been likely to make the loans because, unlike real property,
ownership interests in a limited liability company cannot easily
be sold if they must be foreclosed on, especially when the
lender's foreclosure would almost certainly have deprived the
company of the former owners' expertise at running the company's
business."

"In essence, this hypothetical would have been asking if the
Schupbachs' personal credit would have been sufficient to convince
the banks to make the loans.  Individuals like Warren Buffet, Bill
Gates, or the Koch brothers might be able to get personal loans
for a business they owned on such terms, but the Schupbachs could
not.  Their personal wealth would not have provided adequate
security to convince the lenders to make the loans.  There can be
no doubt the banks and other lenders relied on the Company's
ownership of the real properties it was buying with the loans they
made to it and the mortgages it gave them on those properties when
they decided to make the loans.  The Debtors' hypothetical simply
asked if the banks would have made the loans if they had been
offered the same real property security and the same rental
business operator as they were offered, but with a different
ownership structure.  While the bankers' affirmative answer to
that question suggests the banks did not care how the Schupbachs
structured the ownership of their business, that does not mean the
banks did not actually rely on the separate existence and assets
of the entity the Schupbachs themselves chose to create to hold
the ownership of the real properties."

In 2001, the Schupbachs bought their first low-income residential
rental property in the Wichita, Kansas metro area, and they have
added a large number of similar properties since then.  In 2004,
they began what they called a "wholesale" side to their business,
which involved buying, improving, and then selling rental
properties to investors.  For several years, this proved to be
more profitable than the rental business.

In 2005, on the advice of an attorney, the Schupbachs formed
Schupbach Investments and began transferring both parts of their
business to it.  Mr. Schupbach testified the only reason they
formed the limited liability company was to avoid personal
liability in the event someone was injured on one of their rental
properties.

The Schupbachs initially borrowed money in their own names to buy
the properties, but after they formed the Company, the loans were
obtained and the properties were titled in the Company's name.
Each loan the Company obtained enabled it to buy a property, which
the Company mortgaged as security for the loan.  As is usual with
limited liability companies owned by a married couple, the
Schupbachs were required to guarantee the loans lenders made to
the Company.  By 2011, all the Schupbachs' business loans were in
the name of the Company.  The Schupbachs were the Company's only
employees, but it also hired contractors on a full-time basis to
help it service and maintain its properties.

The financial crisis that hit the economy in 2008 took a toll on
the Company's business, especially the wholesale side.  At the
request of one or more of the lenders, the Schupbachs cut back on
the Company's expenses by reducing its full-time contractors from
eleven to four.  Rose Hill Bank was the Company's main lender, and
it suggested the Schupbachs should reduce their personal expenses
as well, which they did by not making their home mortgage
payments.

Nevertheless, two of the Company's lenders started foreclosure
actions, and on May 16, 2011, Schupbach Investments filed a
Chapter 11 bankruptcy petition (Bankr. D. Kan. Case No. 11-11425)
on May 16, 2011, disclosing $4.65 million in assets and almost
$5.3 million in liabilities.

Mr. Schupbach testified they were trying to save the Company, and
wanted to pay its creditors back.  At that time, the Company had
outstanding mortgage loans with nine banks, a credit union, and
two private individuals. The loans totaled a little over $5
million.

Shortly after the Court ruled early in July 2011 that the Debtor
could surrender some of its rental properties and use some of the
cash collateral generated by the rest of its properties, several
of the lenders started trying to enforce the Schupbachs' personal
guarantees.  Consequently, on July 16, 2011, the Schupbachs filed
a joint Chapter 13 bankruptcy petition in Topeka.  They filed a
Chapter 13 plan that same day, proposing to surrender their
homestead and agreed to surrender a 2009 Cadillac Escalade to a
lender that had a lien on it.

Several of the Schupbachs' creditors objected that the Schupbachs'
debts exceeded the limits for Chapter 13, and on Sept. 27, 2011,
the Schupbachs filed a motion to convert their case to Chapter 11.
The case proceeded in Chapter 13 until Nov. 14, 2011, when Judge
Karlin granted the Schupbachs' motion.  In the same order, Judge
Karlin granted Rose Hill Bank's request to transfer the case to
the Wichita division.  While the case was in Topeka, it was
assigned Case No. 11-41120, but when it was transferred to
Wichita, it was assigned Case No. 11-13633.

On Oct. 3, 2011, the Company filed a motion to have its case
jointly administered with the Schupbachs' personal case, and to
have its estate substantively consolidated with the Schupbachs'
estates.  The Schupbachs filed an identical motion in their
personal case on the same day.  Both motions asked to have the
Company's attorney serve as counsel for the consolidated
bankruptcy estate.

On Oct. 11, 2011, the Company filed a disclosure statement and a
plan of reorganization.  A major feature of the Company's plan
called for the substantive consolidation of its bankruptcy estate
with the Schupbachs' personal estates, for the property of the
consolidated estates to vest in the Schupbachs on confirmation,
and for the Schupbachs to personally own and operate the rental
and wholesale business under the plan.  Rose Hill Bank and Central
National Bank both objected to consolidation.  The Court held an
evidentiary hearing on consolidation on Jan. 9, 2012.  At the
hearing, Mr. Schupbach testified that none of the Company's
lenders ever asked for a financial statement from the Company, but
only personal financial statements from him and his wife. However,
he also said the Company's assets were listed on the personal
financial statements.

On July 24, 2012, Rose Hill, Bank of Commerce, Central National
Bank, Community Bank of Wichita, First National Bank of
Hutchinson, Kansas State Bank, Legacy Bank, and Meritrust Credit
Union filed a liquidating plan for the Company, along with a
disclosure statement.

A copy of the Court's Aug. 17, 2012 Opinion is available at
http://is.gd/qXQZXjfrom Leagle.com.

Rose Hill Bank appeared by J. Michael Morris, Esq., and Scott M.
Hill, Esq. -- jmmorris@klendalaw.com -- at Klenda, Mitchell,
Austerman & Zuercher, L.L.C.  Central National Bank appeared by
Luke P. Sinclair, Esq. -- sinclair@grfmslaw.com -- at Gay,
Riordan, Fincher, Munson & Sinclair, PA.

Meritrust Credit Union appeared by Eric D. Bruce, Esq. --
EBruce@KsAdvocates.com -- at Bruce, Bruce & Lehman, L.L.C.
Community Bank of Wichita, Inc., appeared by Dennis V. Lacey,
Esq., at Nelson, Gunderson & Lacey.  Bank of Commerce & Trust
Company appeared by William B. Sorensen, Jr., Esq. -- at Morris,
Laing, Evans, Brock & Kennedy, Chartered.

Schupbach Investments, LLC, is owned by Jonathan Isaac Schupbach
and Amy Marie Schupbach.  Mark J. Lazzo, P.A., serves as counsel
to Schupbach Investments, LLC.  The Schupbachs appeared by counsel
David P. Eron, Esq., at Eron Law Offices, P.A.


SEVEN SEAS: S&P Cuts Rating on $225MM Sr. Secured Notes to 'CCC+'
-----------------------------------------------------------------
to 'CCC+' from 'B-' on the cruise line operator Seven Seas Cruises
S de R.L.'s $225 million 9.125% second-priority senior secured
notes due 2019, and removed the issue-level rating from
CreditWatch. "We also revised our recovery rating on these notes
to '6' from '5'. The '6' recovery rating indicates our expectation
of negligible recovery (0% to 10%) for noteholders in the event of
a payment default," S&P said.

"All other ratings are unchanged, including the 'B' corporate
credit rating. The outlook is stable," S&P said.

"The downgrade reflects reduced recovery prospects for the second-
priority notes following the company's issuance of a $40 million
senior secured first-lien revolver and $300 million senior secured
first-lien term loan," explained Standard & Poor's credit analyst
Emile Courtney. "The required amortization on the recently issued
term loan is $3 million on an annual basis compared to the $25
million annually for the previous term loan. This would result in
a higher level of first-lien debt outstanding under our simulated
default scenario versus our previous analysis, which would reduce
the recovery prospects for the second-priority notes enough to
warrant the downward revision to our recovery rating on the
notes," S&P said.


SHADAI YIRE: SEC Charges Puerto Rico-Based Ponzi Scheme
-------------------------------------------------------
The Securities and Exchange Commission on Aug. 21 charged a Puerto
Rico resident and his company with conducting a Ponzi scheme that
targeted evangelical Christians and factory workers in Puerto
Rico.

The SEC alleges that Ricardo Bonilla Rojas and his firm Shadai
Yire raised at least $7 million from as many as 200 investors
living primarily in Puerto Rico but also on the U.S. mainland in
such states as Florida, New York, and North Carolina.  Rojas
actively solicited investors through personal discussions with
individuals both over the phone and in person, and he also
marketed the investment opportunity in presentations to
evangelical Christian groups and factory workers who were often
inexperienced investors.  Rojas falsely assured investors that
their principal contributions were "100% guaranteed" and promised
returns up to 50%, telling them he'd be investing their money in
commodities.  But Rojas never actually invested any money in
commodities and instead used new contributions to repay earlier
investors in classic Ponzi scheme fashion.  He stole $700,000 for
himself.

In a parallel action, the U.S. Attorney's Office for the District
of Puerto Rico on Aug. 21 announced criminal charges against
Rojas.

"Rojas targeted novice investors who were often evangelical
Christians, and he touted a long history of successful trading in
commodities," said Eric I. Bustillo, Director of the SEC's Miami
Regional Office.  "In reality, he was fleecing the flock."

According to the SEC's complaint filed in U.S. District Court for
the District of Puerto Rico, Rojas and Shadai Yire conducted the
scheme from at least August 2005 to February 2009.  Rojas, who
resides in Arecibo, Puerto Rico, and his company Shadai Yire have
never been registered with the SEC to offer securities.

The SEC alleges that Rojas hired some sales agents to help him
solicit investors, and paid commissions based on a percentage of
the investor funds they raised.  Rojas and his sales agents
pitched the investment opportunity to individuals as a risk-free
way to earn high returns in a short period of time.  Rojas also
created phony account statements that were sent to investors to
hide his misuse of investor money and lead them to believe their
investments were growing.

The SEC's complaint seeks disgorgement of ill-gotten gains,
financial penalties, and injunctive relief against Rojas and
Shadai Yire to enjoin them from future violations of the federal
securities laws.

The SEC's investigation was conducted in the Miami Regional Office
by Senior Counsel Terence M. Tennant and Accountant Karaz S. Zaki
under the supervision of Assistant Regional Director Elisha L.
Frank.  Amie Riggle Berlin will lead the SEC's litigation.  The
SEC acknowledges the assistance and cooperation of the U.S.
Attorney's Office for the District of Puerto Rico, the Federal
Bureau of Investigation's San Juan Division, and the U.S.
Commodity Futures Trading Commission.


SHIVA INVESTMENTS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Shiva Investments, LLP
        1550 N. 52nd Drive
        Phoenix, AZ 85043

Bankruptcy Case No.: 12-18263

Chapter 11 Petition Date: August 15, 2012

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Randolph J. Haines

Debtor's Counsel: Paul Sala, Esq.
                  ALLEN, SALA & BAYNE, PLC
                  Viad Corporate Center
                  1850 N. Central Avenue, #1150
                  Phoenix, AZ 85004
                  Tel: (602) 256-6000
                  Fax: (602) 252-4712
                  E-mail: psala@asbazlaw.com

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

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

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

The petition was signed by Asvinkumar L. Patel, general partner.


SIERRA NEGRA: Case Summary & 3 Unsecured Creditors
--------------------------------------------------
Debtor: Sierra Negra Ranch LLC
        50 S. Jones Blvd., Suite 101
        Las Vegas, NV 89107

Bankruptcy Case No.: 12-19649

Chapter 11 Petition Date: August 21, 2012

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Gerald M. Gordon, Esq.
                  GORDON SILVER
                  3960 Howard Hughes Pky 9th Flr
                  Las Vegas, NV 89169
                  Tel: (702) 796-5555
                  Fax: (702) 369-2666
                  E-mail: bankruptcynotices@gordonsilver.com

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

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

The petition was signed by Barry W. Becker, co-CEO of SNR
Management, LLC, Debtor's manager.

Debtor's List of three Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Ryley Carlock &           Legal Services         $118,233
Applewhite
Attn: Managing Member
One North Central Ave.
Ste. 1200
Phoenix, AZ 85004

Renco, Inc.               Brokerage Fees         $52,082
Attn: Managing Member
325 South Maryland Pky.
Las Vegas, NV 89101

The Lead Group            Consulting Fees        $10,266
Attn: Managing Member
7201 E. Camelback Rd.
Ste. 210
Scottsdale, AZ 85251


SIMMONS FOODS: S&P Affirms 'CCC+' Corp. Credit Rating; Outlook Neg
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Siloam
Springs, Ark.-based Simmons Foods Inc., including the 'CCC+'
corporate credit rating. "We also revised the outlook to negative
from positive. Simmons Foods had about $463 million of reported
debt outstanding as of June 30, 2012," S&P said.

"The outlook revision to negative reflects our concerns about the
impact higher feed costs may have on Simmons Foods' earnings given
the drought in the Midwestern states," said Standard & Poor's
credit analyst Chris Johnson. "We believe the drought may lead to
higher feed costs, and absent adequate pricing this could pressure
the company's chicken segment's operating performance in 2013 and
lead to a possible financial covenant default."

"The ratings on Simmons Foods reflect the company's 'highly
leveraged' financial risk profile and 'vulnerable' business risk
profile. The company's financial risk profile is characterized by
its highly leveraged balance sheet, history of covenant defaults,
inconsistent cash flow generation, and somewhat complex
organizational structure set up for tax purposes, which we view as
aggressive. Key credit factors considered in Simmons Foods'
business risk profile include its modest, albeit well-established,
market position as a vertically integrated chicken processor, the
volatile earnings associated with poultry production, and somewhat
diversified business with its faster growing and generally more
stable pet food segment," S&P said.

"For the first half of fiscal 2012, operating performance
improved, with reported EBITDA increasing by about 86% year-over-
year. The increased profitability reflects a 12% increase in
average selling prices and a 6.6% gross margin expansion in the
company's chicken segment (in part the result of lower feed
costs), offset by a 110 basis point decline in gross margin in the
company's pet food segment (in part reflecting operating
challenges in one of the company's pet food plants). Still, credit
protection measures declined for the 12 months ended June 30,
2012, because of weak earnings in the second half of 2011. As a
result, the ratio of total debt to adjusted EBITDA for the period
totaled more than 8x and funds from operations (FFO) to total debt
was 5.4% as compared with 6.2x and 6.6% (including pro forma
estimates for the Menu Foods acquisition), respectively, in the
prior-year period. These ratios are consistent with our indicative
ratio ranges for a highly leveraged financial risk profile, which
includes leverage of more than 5x and FFO to debt of less than
12%," S&P said.

"Despite the improved first half operating performance, based on
current market data, we estimate the company may experience weaker
earnings in 2013," said Mr. Johnson. "We believe price increases
may not fully offset higher feed costs."


SKINNY NUTRITIONAL: Incurs $1.8 Million Net Loss in 2nd Quarter
---------------------------------------------------------------
Skinny Nutritional Corp. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $1.85 million on $1.26 million of net revenue for the
three months ended June 30, 2012, compared with a net loss of
$2.52 million on $2.11 million of net revenue for the same period
a year ago.

The Company reported a net loss of $3.43 million on $2.59 million
of net revenue for the six months ended June 30, 2012, compared
with a net loss of $3.39 million on $3.72 million of net revenue
for the same period during the prior year.

The Company's balance sheet at June 30, 2012, showed $2.92 million
in total assets, $6.01 million in total liabilities, all current,
and a $3.08 million stockholders' deficit.

                        Bankruptcy Warning

On June 28, 2012, the Company and Trim Capital, LLC, entered into
a Purchase Agreement relating to a financing transaction for a
maximum of $15,000,000 in total proceeds to the Company.

Under the Note, the termination of the Purchase Agreement prior to
the consummation of the third closing for any reason other than by
the Company due to a breach by Trim Capital or its affiliates is
an event of default under the Notes, making the Notes become
immediately due and payable.

"As our cash resources are extremely limited, we do not anticipate
having sufficient capital to repay the Notes in such an event.  If
we cannot repay the Notes when due, the Purchaser, as the holder
of the Notes will be able to exercise its rights as a secured
party under the Security Agreement and IP Security Agreement,
including foreclosure on our assets.  As the collateral securing
our obligations under the Notes consist of all of our assets, upon
an event of default, the Purchaser, as the holder of the Notes,
would be in a position to take possession of all of our assets,
subject to the rights of our senior lender.  Further, we would not
have sufficient assets with which to repay our creditors, who in
turn would be likely to take action against us to protect their
interests.  In addition, our suppliers would also be expected to
cease doing business with us and we would need to consider seeking
protection under applicable bankruptcy laws or cease doing
business altogether."

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

                         http://is.gd/JerCsx

                      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.

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.


SMART-TEK SOLUTIONS: Incurs $1.9MM Comprehensive Loss in Q2
-----------------------------------------------------------
Smart-Tek Solutions Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a comprehensive loss of $1.92 million on $6.13 million of revenue
for the three months ended June 30, 2012, compared with a
comprehensive loss of $599,161 on $6.40 million of revenue for the
same period a year ago.

The Company reported a comprehensive loss of $3.61 million on
$12.61 million of revenue for the six months ended June 30, 2012,
compared with a comprehensive loss of $235,808 on $10.62 million
of revenue for the same period a year ago.

The Company's balance sheet at June 30, 2012, showed $8.58 million
in total assets, $19.10 million in total liabilities and a $10.51
million total stockholders' deficit.

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

                         http://is.gd/V3vtaq

                      About Smart-tek Solutions

Newport Beach, Calif.-based Smart-tek Solutions Inc. has two
business lines.  Through its wholly owned subsidiary Smart-Tek
Communications Inc. the Company specializes in the design and
development of Radio Frequency Identification (RFID) integration,
monitoring and tracking solutions to meet industry demands.
Through its wholly owned subsidiary Smart-Tek Automated Services
Inc. the Company provides professional employer organization
services.

The Company reported a comprehensive loss of $8.12 million on
$21.74 million of revenue for the year ended Dec. 31, 2011,
compared with a comprehensive income of $855,188 on $17.22 million
of revenue during the prior year.

After auditing the financial statements for 2011, PMB Helin
Donovan, LLP, in Dallas, Texas, expressed ubstantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has sustained
recurring losses from operations and has an accumulated deficit of
approximately $13 million at Dec. 31, 2011.


SOLYNDRA LLC: Seagate Has $90.3-Mil. Offer for Fremont Facility
---------------------------------------------------------------
Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reports that Solyndra LLC on Wednesday said it has a $90.3 million
offer lined up for its Fremont, Calif., facility from Seagate
Technology LLC.  It will seek court-approval next month to test
that bid at an auction.

Solyndra has recently filed a Chapter 11 plan that estimates that
$24 million of $527 million in federally backed loan debt will be
repaid.  Creditors' recoveries depend on the success of its
liquidation, which is ongoing, DBR notes.

DBR also relates Solyndra's trash is two California artists'
treasure.  Citing a report by The San Jose Mercury News, DBR notes
California architects Ronald Rael and Virginia San Fratello used
nearly 1,400 of cylindrical glass tubes abandoned by Solyndra in
their piece, called "SOL Grotto," an art installation in the
University of California Botanical Garden in Berkeley.  It's being
displayed as part of the Natural Discourse exhibit, which runs
through Jan. 20.

                        About Solyndra LLC

Founded in 2005, Solyndra LLC was a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.  BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.

The Official Committee of Unsecured Creditors of Solyndra LLC has
tapped Blank Rome LLP as counsel and BDO Consulting as financial
advisors.

In October 2011, the Debtors hired Berkeley Research Group, LLC,
and designated R. Todd Neilson as Chief Restructuring Officer.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

When they filed for Chapter 11, the Debtors pursued a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors were unable to identify any potential
buyers, an orderly liquidation of the assets for the benefit of
their creditors.

Solyndra did not receive acceptable offers to buy the business as
a going concern.  Two auctions late last year brought in a total
of $8 million.  A three-day auction in February generated another
$3.8 million.  An auction in June generated $1.79 million from the
sale of 7,200 lots of equipment.

Solyndra filed a liquidating plan at the end of July and scheduled
a hearing on Sept. 7 for approval of the explanatory disclosure
statement.  The Plan is designed to pay 2.5% to 6% to unsecured
creditors with claims totaling as much as $120 million. Unsecured
creditors with $27 million in claims against the holding company
are projected to have a 3% dividend.


SUNRISE REAL ESTATE: Incurs $439,913 Net Loss in Second Quarter
---------------------------------------------------------------
Sunrise Real Estate Group, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of US$439,913 on US$1.83 million of net
revenues for the three months ended June 30, 2012, compared with a
net loss of US$844,881 on US$2.12 million of net revenues for the
same period during the prior year.

The Company reported a net loss of US$1.49 million on
US$3.55 million of net revenues for the six months ended June 30,
2012, compared with a net loss of US$1.33 million on US$4.72
million of net revenues for the same period during the prior year.

The Company's balance sheet at June 30, 2012, showed
US$34.03 million in total assets, US$25.35 million in total
liabilities, and US$8.67 million in total shareholders' equity.

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

                         http://is.gd/UL8cgb

                      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.


SUN RIVER: LightfootGuestMoore&Co Raises Going Concern Doubt
------------------------------------------------------------
Sun River Energy, Inc., filed on Aug. 16, 2012, its annual report
for the year ended April 30, 2012.

LightfootGuestMoore&Co, P.C., in Dallas, Tex., expressed
substantial doubt about Sun River's ability to continue as a going
concern.  The independent auditors noted that the Company has an
accumulated earnings deficit of $41,027,526.

The Company reported a net loss of $24.0 million on $293,000 of
revenues for the year ended April 30, 2012, compared with a net
loss of $7.4 million on $98,000 of revenues for the year ended
April 30, 2011.

The Company's balance sheet at April 30, 2012, showed
$12.9 million in total assets, $14.1 million in total liabilities,
and a stockholders' deficit of $1.2 million.

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

                       http://is.gd/B7SQvC

Dallas, Tex.-based Sun River Energy, Inc., is an exploration and
production company focused on oil and natural gas.  Sun River has
mineral interests in two major geological areas.  Each area has a
distinct development plan, and each area brings a different value
matrix to the Company.  The Company has mineral interests in the
Raton Basin located in Colfax County, New Mexico, and in several
counties in the highly prolific East Texas Basin.


SUNVALLEY SOLAR: Reports $24,000 Net Income in Second Quarter
-------------------------------------------------------------
Sunvalley Solar, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $24,157 on $763,612 of revenue for the three months ended
June 30, 2012, compared with net income of $208,610 on $1.94
million of revenue for the same period during the prior year.

The Company reported a net loss of $234,429 on $941,708 of revenue
for the six months ended June 30, 2012, compared with net income
of $6,106 on $2.73 million of revenue for the same period a year
ago.

The Company's balance sheet at June 30, 2012, showed $6 million in
total assets, $5.43 million in total liabilities and $567,993 in
total stockholders' equity.

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

                        http://is.gd/LYM5fB

                       About Sunvalley Solar

Sunvalley Solar, Inc., is a California-based solar power
technology and system integration company.  Since the inception of
its business in 2007, the company has focused on developing its
expertise and proprietary technology to install residential,
commercial and governmental solar power systems.

Sunvalley Solar reported a net loss of $398,866 in 2011, compared
with a net loss of $375,839 in 2010.

In its audit report for the 2011 results, Sadler, Gibb &
Associates, LLC, in Salt Lake City, UT, noted that the Company had
losses from operations of $104,000 and accumulated deficit of
$1.36 million, which raises substantial doubt about the Company's
ability to continue as a going concern.


SWARTVILLE LLC: Plan Rejected, Fails to Meet Cramdown Provision
---------------------------------------------------------------
Bankruptcy Judge Stephani W. Humrickhouse denied confirmation of
the Chapter 11 plan of reorganization of Swartville, LLC.

Because of secured lender T.D. Bank, N.A., has voted to reject the
plan, the Debtor can only confirm the plan through the cram down
provisions of 11 U.S.C. Sec. 1129(b).  TD Bank said the Debtor
cannot produce at least one accepting impaired class in
satisfaction of Sec. 1129(a)(10) and thus may not proceed to
cramdown under Sec. 1129(b).

The Debtor maintains that the acceptance of Class 7 -- General
Unsecured Non-Insider Claims -- satisfies that provision.

TD Bank, however, contests the status of Class 7 as a valid
impaired accepting class.  The Court agrees with TD Bank, and
noted that the case is basically a two-party dispute.

"Just how much of a two party dispute exists in this case is
compelling," Judge Humrickhouse explained.  "The debtor listed
only four non-insider unsecured creditors on its Schedule F and
those creditors' claims totaled only $8,901.  No non-insider
unsecured creditors filed proofs of claim in the case and only one
non-insider unsecured claim filed a ballot.  That creditor,
Michaly Land Design, has a claim in the amount of $1,170, which by
all conceptions of valuation, is a relatively small claim.  But
for the accepting vote of that one very small claim, the debtor
would have no basis upon which to request the court consider cram
down of its substantial secured creditor."

"The debtor's proposed treatment of that small creditor, and the
other approximately $8,000 of claims in Class 7, is to pay them in
full within 60 days of the Effective Date.  The delay in payment
is proposed notwithstanding the emphatic and clear testimony of
the debtor's manager that the claims in Class 7 could be paid
immediately.  The fact that the debtor only has $181.45 in its DIP
account, although argued by the debtor to constitute a business
reason for the delay in payment, is not relevant.  The debtor will
not pay the Class 7 claims on the Effective Date or 60 days from
the Effective Date.  The guarantors will be paying those claims,
just as they have stated that they will be paying the Class 6
deficiency claim of TD Bank.  No evidence was presented by the
debtor to explain what was expected to happen during the 60 days
after the Effective Date that would either allow the debtor itself
to pay the Class 7 claims or make it easier for the guarantors to
pay those claims on the debtor's behalf.  This court is left with
the inescapable conclusion under these circumstances that the
impairment to Class 7 is indicative of bad faith."

Judge Humrickhouse cited other courts' decisions in In re Hotel
Assocs. of Tucson, 165 B.R. at 475 (finding that "impairment in an
attempt to gerrymander a voting class of creditors is indicative
of bad faith"); In re Village at Camp Bowie I, L.P., 454 B.R. 702,
703 (Bankr. N.D. Tex. 2011) ("[I]f the Plan is to fail
confirmation due to artificial impairment, it must be because the
Debtor did not propose the plan in good faith as required by
section 1129(a)(3)").

"The court is not so naive as to ignore the fact that many chapter
11 cases are instigated by, heavily involved in, and ultimately
resolved around, the dispute between a debtor and its secured
creditor.  But the Bankruptcy Code demands that some other class
of creditors which will not be paid according to existing
contractual terms accept its treatment before the secured creditor
can be forced to participate in the confirmation process as a
means to that resolution," Judge Humrickhouse said.

Swartville, LLC, owes TD Bank $1,615,000 pursuant to a promissory
note dated May 25, 2011.  The amount is secured by a lien on the
Debtor's real property.  The note is guaranteed by the Debtor's
three members, Joel Tomaselli, Glenn Garrett, and Garry Silivanch.

TD Bank filed a motion to dismiss the Debtor's case on Nov. 28,
2011, asserting that it had been filed in bad faith.  The motion
was denied by Order dated Jan. 4, 2012, in which the Court
determined that neither subjective bad faith nor objective
futility had been shown at that early stage of the case.

The Debtor first filed a plan of reorganization on Nov. 14, 2011.
An amended plan was filed April 30, 2012.  The plan provides for
the treatment of three impaired classes:

     -- Class 4, TD Bank, N.A. in the amount of $1,624,530, which
        voted to reject the plan;

     -- Class 6, TD Bank's Deficiency Claim in an unknown and
        contingent amount, which did not file a ballot; and

     -- Class 7, General Unsecured Non-Insider Claims, which voted
        unanimously to accept the plan. Only one creditor, Mihaly
        Land Design, voted in this class, with a claim in the
        amount of $1,170.

The Debtor's proposed treatment for Class 4 includes two
alternatives dependent upon the Court's determination of the value
of the property.  If the value is determined to be greater than or
equal to TD Bank's claim, the Debtor will surrender the property
to the bank in full satisfaction of its claim no later than 15
days following the Effective Date.  Alternatively, if the value is
determined to be less than TD Bank's claim, the Debtor can choose
one of two options: (a) pay the entire claim with interest only
payments for 36 months, followed by principal and interest
payments for 24 months, interest calculated at 4.25% per annum, or
(b) surrender the property and pay the deficiency in Class 6 with
equal quarterly payments over 5 years at 4.25% per annum.

The Debtor proposes to pay TD Bank's class 6 deficiency claim with
4.25% interest per annum, in 20 equal consecutive quarterly
installments commencing in the quarter 30 days after the Effective
Date for five years.  Finally, the Debtor proposes to pay the
Class 7 general unsecured creditors in full within 60 days of the
Effective Date.

Class 5, Insider Unsecured Claims, is an accepting impaired class.

TD Bank also has filed motions for relief from the automatic stay
and to convert the Debtor's case.  The Court said TD Bank's
requests will be re-calendared for hearing.

A copy of the Court's Aug. 17, 2012 Order is available at
http://is.gd/Os85dSfrom Leagle.com.

Swartville LLC owns roughly 90 acres of real property located at
317 Castle Hayne Road, Castle Hayne, North Carolina.  Swartville
filed a Chapter 11 petition (Bankr. E.D.N.C. Case No. 11-08676) on
Nov. 14, 2011.  Judge Stephani W. Humrickhouse oversees the case.
Trawick H. Stubbs, Jr., at Stubbs & Perdue, P.A., serves as the
Debtor's counsel.  The Debtor scheduled assets of $1,933,404 and
liabilities of $2,437,272.  The petition was signed by Joel
Tomaselli, member/manager.


SYMS CORP: Dissident Unsecureds Want Postpetition Interest
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that dissident unsecured creditors of Syms Corp. laid out
an Aug. 21 of why the bankruptcy court can't approve the Chapter
11 reorganization plan coming up for approval at an Aug. 29
confirmation hearing in U.S. Bankruptcy Court in Delaware.

The report recounts that through mediation in June, liquidated
retailers Syms and subsidiary Filene's Basement LLC reached
settlement with the two official committees representing
shareholders and creditors.  The plan allows existing shareholders
to retain their stock while unsecured creditors of Syms are paid
in full over time without interest on their $54 million in claims.
The plan calls for Marcy Syms, who owns about 54.7% of the
existing stock, to sell her holding to the company for $2.49 a
share, or a total of $19.5 million.

According to the report, the dissident creditors fault the plan
for not paying interest on their claims from the date of
bankruptcy in November until their claims are paid in full years
from now.  If the dissidents prevail, shareholders' recoveries
would diminish and Marcy Syms might not be permitted to receive
payment for her stock so soon.  There are two prongs to the
dissidents' argument.

The report notes that around the time the bankruptcy court was
approving disclosure materials, the creditors claimed they would
have enough votes to defeat the plan by the class of Syms
unsecured creditors.  If that occurs, they previously contended
rules regarding so-called cramdown don't permit shareholders to
retain a dime until their claims are paid in full with interest.

According to the Bloomberg report, in the Aug. 21 filing, the
objectors contend the plan is fatally defective even if the class
votes "yes" because it still violates the so-called best-interests
test that's included in bankruptcy law to protect dissident
creditors in classes where the required majorities vote in favor
of a plan.  The dissidents contend they come out better in Chapter
7 because Syms has consistently said the parent company is solvent
and able to pay claims in full. The dissidents argue that the
company's own admissions mean the best interests test can't be
satisfied.  Objecting creditors include ASM Capital LP, CRT
Special Investments LLC, Scoggin Worldwide Fund Ltd. and Spectrum
Master Fund Ltd.

The best interests test requires the company to show that
dissident creditors will receive more in Chapter 11 than through a
Chapter 7 liquidation.

Mr. Rochelle notes that Syms can counter the argument at the Aug.
29 confirmation hearing by attempting to persuade the judge that
conversion to Chapter 7 would entail higher costs and lower asset
realizations, making Syms insolvent and paying creditors less than
through the plan.

In case the bankruptcy judge buys into the idea that unsecured
creditors are due interest, Syms reserved the right to modify the
plan to provide interest in whatever amount the bankruptcy judge
requires.

The report relates the plan provides that interest will only begin
to accrue on unsecured creditors' claims if they haven't been paid
full by October 2015.  The disclosure statement told shareholders
they could expect the stock they retain in the reorganized company
to be worth $1.50 to $2 a share, assuming the real estate in lower
Manhattan is valued at $147 million.  If the property is developed
and sold four or five years later, the value may rise as much as
$120 million, increasing the value of equity by $7.22 a share, the
disclosure statement shows.

The report notes that the Syms stock lost 48% of its value on
July 12 when the revised disclosure statement was filed, closing
that day at $4.05 in over-the counter-trading.  The stock has
declined since then, closing on Aug. 21 at $2.90.  During
bankruptcy, the stock's closing peak was $12.65 on Dec. 12.

               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.


TELIPHONE CORP: Had $284,400 Net Loss in June 30 Quarter
--------------------------------------------------------
Teliphone Corp. filed its quarterly report on Form 10-Q, reporting
a net loss of US$284,435 on US$4.6 million of revenues for the
three months ended June 30, 2012, compared with net income of
US$1.7 million on US$1.1 million of revenues for the three months
ended June 30, 2011.

For the nine months ended June 30, 2012, the Company reported a
net loss of US$197,589 on US$11.9 million of revenues, compared
with net income of US$1.9 million on US$1.1 million of revenues
for the nine months ended June 30, 2011.

On May 31, 2011, the Company sold its entire holdings consisting
of 89.1% of the issued and outstanding Common Shares of its
subsidiary Teliphone Inc. to YEURB INVESTMENTS COMPANY LIMITED, a
Commonwealth of the Bahamas Corporation.  As a result of this
transaction, the Company's financial statements have been prepared
with the results of operations and cash flows of this disposed
property shown as discontinued operations.

Net gain from discontinued operations was US$1.3 million during
the three months ended June 30, 2012, and US$1.5 million during
the nine months ended June 30, 2012.

The Company's balance sheet at June 30, 2012, showed
US$12.4 million in total assets, US$5.2 million in total
liabilities, and stockholders' equity of US$7.2 million.

"As shown in the accompanying financial statements, the Company
has a working capital surplus of US$11,295 as of June 30 2012,
compared with a deficit of (US$623,950) on Sept. 30, 2011, and has
an accumulated deficit of (US$422,441) through June 30, 2012, an
increase from (US$224,852) on Sept. 30, 2011."

"While the Company has demonstrated over the last four quarters
that it is now operationally profitable, after producing operating
losses in each of its fiscal years since inception in 1999 (except
2009), the lack of cash and operating history continues to 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/pUPcC4

Teliphone Corp., headquartered in Montreal, Quebec, Canada, is a
telecommunications company engaged in the business of providing
broadband telephone services utilizing our innovative Voice over
Internet Protocol, or VoIP, technology platform.

                           *     *     *

As reported in the TCR on Jan. 18, 2012, KBL, LLP, in New York,
N.Y., in their report on Teliphone's financial statements for the
year ended Sept. 30, 2011, noted that the lack of profitable
operations in the past and the need to continue to raise funds
raise substantial doubt about the Company's ability to continue as
a going concern.


TOWER OAKS: Court Dismisses Chapter 11 Case
-------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland held a
hearing on CWCapital Asset Management LLC's motion asked the Court
to convert Tower Oaks Boulevard, LLC's case to Chapter 7
liquidation.

The judge instead dismissed Tower Oaks's Chapter 11 case following
the hearing.

As reported by the Troubled Company Reporter on June 15, 2012,
CWCapital sought a conversion, saying that the Debtor has not
filed a plan or disclosure statement.  The Debtor failed to file
operating reports for the first six months of the case.  After a
status conference in July 2011, the Court ordered the case to be
converted if all operating statements had not been filed by
Aug. 30, 2011.  On Aug. 30, 2011, the Debtor filed reports for May
through July 2011 and has not filed a single report since.  The
operating reports are now nine months in arrears.

CWCapital acts as special servicer for U.S. Bank National
Association, as trustee, as successor-in-interest to Bank of
America, N.A., as trustee for the Registered Holders of COBALT
CMBS Commercial Mortgage Trust 2007-C2, Commercial Mortgage Pass-
Through Certificates, Series 2007-C2.

                    About Tower Oaks Boulevard

Raleigh, North Carolina-based Tower Oaks Boulevard, LLC, owns and
operates the commercial property identified as 2701 Tower Oaks
Boulevard.  It filed for Chapter 11 bankruptcy protection on
(Bankr. D. Md. Case No. 11-12413) Feb. 8, 2011.  Bregman, Berbert,
Schwartz & Gilday, LLC, serves as its special counsel.  The Debtor
estimated assets at $10 million to $50 million and debts at $1
million to $10 million.

Affiliate Sun Control Systems, Inc., filed a separate Chapter 11
petition on December 13, 2010 (Bankr. D. Md. Case No. 10-37991).

W. Clarkson McDow, Jr., the U.S. Trustee for Region 4, has not
appointed an official committee of unsecured creditors in the
Debtors' cases.


TRI-VALLEY CORP: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, was unable to
appoint an official committee of unsecured creditors in the
Chapter 11 case of Tri-Valley Corporation, citing insufficient
response to the U.S. Trustee's communication/contact for service
on the committee.

Tri-Valley Corporation (OTQCB: TVLY) --
http://www.tri-valleycorp.com/-- explores for and produces oil
and natural gas in California and has two exploration-stage gold
properties in Alaska.

Tri-Valley and three affiliates filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Lead Case No. 12-12291) on Aug. 7 with
funding from lenders that require a prompt sale of the business.

K&L Gates LLP serves as bankruptcy counsel.  Attorneys at Landis
Rath & Cobb LLP serve as Delaware and conflicts counsel.  The
Debtors have tapped Epiq Bankruptcy Solutions, LLC, as claims
agent.


TRI-VALLEY CORP: Section 341(a) Meeting Set for Sept. 13
--------------------------------------------------------
The U.S. Trustee for the District of Delaware will convene a
meeting of creditors of Tri-Valley Corporation on Sept. 13, 2012,
at 10:00 a.m. at J. Caleb Boggs Federal Building, 844 King Street,
Wilmington, 2nd Floor, Room 2112.

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

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

                          About Tri-Valley

Tri-Valley Corporation (OTQCB: TVLY) --
http://www.tri-valleycorp.com/-- explores for and produces oil
and natural gas in California and has two exploration-stage gold
properties in Alaska.

Tri-Valley and three affiliates filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Lead Case No. 12-12291) on Aug. 7 with
funding from lenders that require a prompt sale of the business.

K&L Gates LLP serves as bankruptcy counsel.  Attorneys at Landis
Rath & Cobb LLP serve as Delaware and conflicts counsel.  The
Debtors have tapped Epiq Bankruptcy Solutions, LLC, as claims
agent.


UNILAVA CORP: Incurs $459,000 Net Loss in Second Quarter
--------------------------------------------------------
Unilava Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $459,142 on $735,910 of revenue for the three months ended
June 30, 2012, compared with a net loss of $417,920 on $887,256 of
revenue for the same period during the prior year.

The Company reported a net loss of $935,333 on $1.55 million of
revenue for the six months ended June 30, 2012, compared with a
net loss of $843,674 on $1.82 million of revenue for the same
period a year ago.

The Company's balance sheet at June  30, 2012, showed $2.79
million in total assets, $7.64 million in total liabilities and a
$4.85 million total stockholders' deficit.

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

                        http://is.gd/qVf6ZY

                     About Unilava Corporation

Unilava Corporation (OTC BB: UNLA)-- http://www.unilava.com/-- is
a diversified communications holding company incorporated under
the laws of the State of Wyoming in 2009.  Unilava Corporation and
its subsidiary brands provide a variety of communications
services, products, and equipment that address the needs of
corporations, small businesses and consumers.  The Company is
licensed to provide long distance services in 41 states throughout
the U.S. and local phone services across 11 states.  Through its
carrier-grade microwave wireless broadband infrastructure and
broadband Internet access partners, the Company also offers mobile
and high-definition IP-hosted voice services to residential
customers and corporate clients. Additionally, Unilava Corp.
delivers a comprehensive and integrated suite of fee-based online
and mobile advertising and web services to a broad array of
business enterprises.  Headquartered in San Francisco, the Company
has regional offices in Chicago, Seoul, Hong Kong, and Beijing.

The Company reported a net loss of $2.98 million in 2011, compared
with a net loss of $1 million in 2010.

In its audit report accompanying the financial statements for
fiscal 2011, De Joya Griffith & Company, LLC, in Henderson,
Nevada, noted that the Company has suffered losses from
operations, which raises substantial doubt about its ability to
continue as a going concern.


UNISERV, LLC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: UNISERV, LLC
        10954 Manet Way
        Northglenn, CO 80234

Bankruptcy Case No.: 12-27092

Chapter 11 Petition Date: August 15, 2012

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

Judge: A. Bruce Campbell

Debtor's Counsel: Kenneth J. Buechler, Esq.
                  BUECHLER LAW OFFICE, L.L.C.
                  1828 Clarkson Street, Suite 200
                  Denver, CO 80218
                  Tel: (720) 381-0045
                  Fax: (720) 381-0392
                  E-mail: ken@kjblawoffice.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/cob12-27092.pdf

The petition was signed by Andrew H. Walter, managing member.


UNIVERSAL BIOENERGY: Incurs $2 Million Net Loss in Second Quarter
-----------------------------------------------------------------
Universal Bioenergy, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $2.01 million on $8.62 million of revenue for the
three months ended June 30, 2012, compared with a net loss of
$224,203 on $13.80 million of revenue for the same period during
the prior year.

The Company reported a net loss of $2.71 million on $21.62 million
of revenue for the six months ended June 30, 2012, compared with a
net loss of $818,290 on $36.04 million of revenue for the same
period a year ago.

The Company's balance sheet at June 30, 2012, showed $8.65 million
in total assets, $9.39 million in total liabilities and a $735,592
total stockholders' deficit.

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

                        http://is.gd/mzluhm

                      About Universal Bioenergy

Headquartered in Irvine, California, Universal Bioenergy Inc.
develops markets alternative and natural energy products
including, natural gas, solar, biofuels, wind, wave, tidal, and
green technology products.

After auditing the 2011 results, Bongiovanni & Associates, CPA'S,
in Cornelius, North Carolina, noted that the Company has suffered
recurring operating losses, has an accumulated deficit, has
negative working capital, and has yet to generate an internal cash
flow that raises substantial doubt about its ability to continue
as a going concern.

The Company reported a net loss of $2.11 million in 2011,
compared with a net loss of $2 million in 2010.


VANITY EVENTS: Reports $664,900 Net Income in Second Quarter
------------------------------------------------------------
Vanity Events Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $664,907 on $0 of revenue for the three months ended
June 30, 2012, compared with a net loss of $2.30 million on
$29,347 of revenue for the same period a year ago.  Income of
$664,907 reported for the three months ended June 30, 2012,
resulted solely from gains and losses attributable to the
Company's derivative instruments.

The Company reported a net loss of $16.49 million on $424 of
revenue for the six months ended June 30, 2012, compared with a
net loss of $2.66 million on $59,908 of revenue for the same
period during the prior year.

The Company's balance sheet at June 30, 2012, showed $3.29 million
in total assets, $17.97 million in total liabilities, all current,
and a $14.68 million total stockholders' deficit.

                         Bankruptcy Warning

The Company said in its quarterly report on Form 10-Q for the
period ended June 30, 2012, that its ability to implement its
current business plan and continue as a going concern ultimately
is dependent upon the Company's ability to obtain additional
equity or debt financing, attain further operating efficiencies
and to achieve profitable operations.

"There can be no assurances that funds will be available to the
Company when needed or, if available, that such funds would be
available under favorable terms.  In the event that the Company is
unable to generate adequate revenues to cover expenses and cannot
obtain additional funds in the near future, the Company may seek
protection under bankruptcy laws.  To date, management has not
considered this alternative, nor does management view it as a
likely occurrence, since the Company is progressing with various
potential sources of new capital and we anticipate a successful
outcome from these activities.  However, capital markets remain
difficult and there can be no certainty of a successful outcome
from these activities."

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

                        http://is.gd/H3Ejbr

                        About Vanity Events

Based in New York, Vanity Events Holding, Inc. (OTC BB: VAEV)
-- http://www.vanityeventsholding.com/-- is a holding company
with two primary subsidiary companies.  The subsidiaries are
Vanity Events, Inc. and America's Cleaning Company.  America's
Cleaning Company(TM) is the Company's flagship division which
provides cleaning services to residential and commercial clients.
Vanity Events, Inc. seeks out, Licenses, develops, promotes, and
brings to market various innovative consumer and commercial
products.

The Company reported net income of $330,705 in 2011 compared with
a net loss of $544,831 in 2010.

RBSM LLPk, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2011.  The independent auditors noted that the Company has
suffered losses since inception and is experiencing difficulty in
generating sufficient cash flows to meet its obligations and
sustain its operations, which raises substantial doubt about its
ability to continue as a going concern.

                        Bankruptcy Warning

The Company said in its quarterly report for the period ended
March 31, 2012, that management has implemented new business
plans.  The Company's ability to implement its current business
plan and continue as a going concern ultimately is dependent upon
its ability to obtain additional equity or debt financing, attain
further operating efficiencies and to achieve profitable
operations.

"There can be no assurances that funds will be available to the
Company when needed or, if available, that such funds would be
available under favorable terms.  In the event that the Company is
unable to generate adequate revenues to cover expenses and cannot
obtain additional funds in the near future, the Company may seek
protection under bankruptcy laws.  To date, management has not
considered this alternative, nor does management view it as a
likely occurrence, since the Company is progressing with various
potential sources of new capital and we anticipate a successful
outcome from these activities.  However, capital markets remain
difficult and there can be no certainty of a successful outcome
from these activities."


VELO HOLDINGS: Judge Clears $39.2 Million Sale
----------------------------------------------
Jacqueline Palank at Dow Jones' Daily Bankruptcy Review reports
that Velo Holdings Inc. won court approval to sell its Neverblue
Communications Inc. business to an affiliate of private equity
firm Endeavour Capital for $39.2 million.

                        About Velo Holdings

V2V Corp. is a premier direct marketing services company,
providing individuals and businesses with access to a wide-variety
of consumer benefits in the United States, Canada, and the United
Kingdom.  V2V was founded in 1989 as a membership services company
that marketed its membership programs exclusively via
telemarketing and, after having nearly a decade of continued
growth, went public in 1996.  In 2007, V2V was acquired by a
consortium of private equity firms led primarily by investing
affiliates of One Equity Partners.

Norwalk, Connecticut-based Velo Holdings Inc. and various
affiliates, including V2V, filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case Nos. 12-11384 to 12-11386 and 12-11388 to 12-11398)
on April 2, 2012.  The debtor-affiliates are V2V Holdings LLC,
Coverdell & Company, Inc., V2V Corp., LN Inc., FYI Direct Inc.,
Vertrue LLC, Idaptive Marketing LLC, My Choice Medical Holdings
Inc., Adaptive Marketing LLC, Interactive Media Group (USA) Ltd.,
Brand Magnet Inc., Neverblue Communications Inc., and Interactive
Media Consolidated Inc.

Judge Martin Glenn presides over the case.  Lawyers at Dechert LLP
serve as the Debtors' counsel.  The Debtors' financial advisors
are Alvarez & Marsal Securities LLC.  The Debtors' investment
banker is Alvarez & Marsal North America, LLC.

Quinn Emanuel Urquhart & Sullivan, LLP, serves as the Debtors'
special counsel.  Epiq Bankruptcy Solutions serves as the
Debtors' claims agent.  Velo Holdings estimated $100 million to
$500 million in assets and $500 million to $1 billion in debts.
The petitions were signed by George Thomas, general counsel.

Lawyers at Willkie Farr & Gallagher LLP represent Barclays, the
First Lien Prepetition Agent and the DIP Agent.  The First Lien
Prepetition Agent and DIP Agent also has hired FTI Consulting,
Inc.  Sidley Austin LLP represents the Second Lien Prepetition
Agent.

Tracy Hope Davis, U.S. Trustee for Region 2, appointed three
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Velo Holdings Inc., et al.


VIEW SYSTEMS: Incurs $1.7 Million Net Loss in 2011
--------------------------------------------------
View Systems, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$1.76 million on $378,177 of total revenue for the year ended
Dec. 31, 2011, compared with a net loss of $555,145 on $726,234 of
total revenue during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $331,710 in
total assets, $2.21 million in total liabilities and a $1.88
million total stockholders' deficit.

The Company's independent auditors issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2011.  Robert L. White & Associates, Inc.,
noted that the Company has an accumulated deficit of $22,953,904
at Dec. 31, 2010.  Additionally, for the year ended Dec. 31, 2010,
the Company had a net loss of $555,145.

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

                        http://is.gd/k6kNc0

                        About View Systems

Baltimore, Md.-based View Systems, Inc., develops, produces and
markets computer software and hardware systems for security and
surveillance applications.


VIEW SYSTEMS: Incurs $181,000 Net Loss in First Quarter
-------------------------------------------------------
View Systems, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $181,279 on $111,529 of total revenue for the three months
ended March 31, 2012, compared with a net loss of $150,860 on
$40,401 of total revenue for the same period a year ago.

The Company's balance sheet at March 31, 2012, showed $312,186 in
total assets, $2.14 million in total liabilities and a $1.83
million total stockholders' deficit.

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

                       http://is.gd/Mt2rdj

                       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 $1.76 million on $378,177 of
total revenue for the year ended Dec. 31, 2011, compared with a
net loss of $555,145 on $726,234 of total revenue during the prior
year.

The Company's independent auditors issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2011.  Robert L. White & Associates, Inc.,
noted that the Company has an accumulated deficit of $22,953,904
at Dec. 31, 2010.  Additionally, for the year ended Dec. 31, 2010,
the Company had a net loss of $555,145.


VIEW SYSTEMS: Incurs $216,900 Net Loss in Second Quarter
--------------------------------------------------------
View Systems, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $216,948 on $243,452 of total revenue for the three months
ended June 30, 2012, compared with a net loss of $251,599 on
$53,451 of total revenue for the same period during the prior
year.

The Company reported a net loss of $398,227 on $354,981 of total
revenue for the six months ended June 30, 2012, compared with a
net loss of $402,459 on $93,832 of total revenue for the same
period a year ago.

The Company's balance sheet at June 30, 2012, showed $679,695 in
total assets, $1.96 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/rUnAui

                         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 $1.76 million on $378,177 of
total revenue for the year ended Dec. 31, 2011, compared with a
net loss of $555,145 on $726,234 of total revenue during the prior
year.

The Company's independent auditors issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2011.  Robert L. White & Associates, Inc.,
noted that the Company has an accumulated deficit of $22,953,904
at Dec. 31, 2010.  Additionally, for the year ended Dec. 31, 2010,
the Company had a net loss of $555,145.


VIKING SYSTEMS: Incurs $890,000 Net Loss in Second Quarter
----------------------------------------------------------
Viking Systems, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $890,044 on $2.16 million of net sales for the three months
ended June 30, 2012, compared with a net loss of $860,128 on $2.51
million of net sales for the same period during the prior year.

The Company reported a net loss of $1.29 million on $5.68 million
of net sales for the six months ended June 30, 2012, compared with
a net loss of $1.31 million on $5.63 million of net sales for the
same period a year ago.

The Company's balance sheet at June 30, 2012, showed $4.71 million
in total assets, $3.10 million in total liabilities and $1.61
million in total stockholders' equity.

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

                        http://is.gd/n3ROeC

                       About Viking Systems

Based in Westborough, Massachusetts, Viking Systems, Inc. (OTCBB:
VKNG.OB) -- http://www.vikingsystems.com/-- is a developer,
manufacturer and marketer of visualization solutions for complex
minimally invasive surgery.  The Company partners with medical
device companies and healthcare facilities to provide surgeons
with proprietary visualization systems enabling minimally invasive
surgical procedures, which reduce patient trauma and recovery
time.

Viking Systems reported a net loss applicable to common
shareholders of $2.92 million in  2011, compared with a net loss
applicable to common shareholders of $2.43 million in 2010.


VUZIX CORP: Reports $3.7 Million Net Income in Second Quarter
-------------------------------------------------------------
Vuzix Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $3.76 million on $1.03 million of total sales for the three
months ended June 30, 2012, compared with a net loss of $927,539
on $2.32 million of total sales for the same period a year ago.

The Company reported net income of $2.92 million on $3.88 million
of total sales for the six months ended June 30, 2012, compared
with a net loss of $1.34 million on $6.40 million of total sales
for the same period during the prior year.

The Company's balance sheet at June 30, 2012, showed $3.88 million
in total assets, $7.60 million in total liabilities and a $3.72
million total stockholders' deficit.

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

                        http://is.gd/tbBSBd

                         About Vuzix Corp.

Rochester, New York-based Vuzix Corporation (TSX-V: VZX)
OTC BB: VUZI) -- http://www.vuzix.com/-- is a supplier of Video
Eyewear products in the defense, consumer and media &
entertainment markets.

The Company reported a net loss of $3.87 million in 2011, a net
loss of $4.55 million in 2010, and a net loss of $3.25 million in
2009.

The Company reported a net loss of $3.87 million in 2011, a net
loss of $4.55 million in 2010, and a net loss of $3.25 million in
2009.

After auditing the 2011 annual report, EFP Rotenberg, LLP, in
Rochester, 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 substantial losses
from operations in recent years.  In addition, the Company is
dependent on its various debt and compensation agreements to fund
its working capital needs.  And while there are no financial
covenants with which the Company must comply with, these debts are
past due in some cases.

                         Bankruptcy Warning

The Company said in its 2011 annual report that its future
viability is dependent on its ability to execute these plans
successfully.  If the Company fails to do so for any reason, the
Company would not have adequate liquidity to fund its operations,
would not be able to continue as a going concern and could be
forced to seek relief through a filing under U.S. Bankruptcy Code.


W.R. GRACE: Files Post-Confirmation Report for June 30 Quarter
--------------------------------------------------------------
W.R. Grace & Co. and its debtor affiliates filed with the U.S.
Bankruptcy Court for the District of Delaware a post-confirmation
report for the quarter ended June 30, 2012.

The Debtors had cash balance of $580,820,307 at the beginning of
the quarter, and $630,349,528 cash balance at the ending of the
quarter, after deductions of $1,043,698,048 of disbursements from
$1,674,047,577 total cash available.

A full-text copy of the Post-Confirmation Report for the quarter
ended June 30, 2012, is available for free at:

         http://bankrupt.com/misc/gracejune2011pcr.pdf

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of W.R. Grace
& Co. and its debtor affiliates' Plan of Reorganization.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

On April 20, 2012, the company filed a motion with the Bankruptcy
Court to approve definitive agreements among itself, co-proponents
of the Plan, BNSF railroad, several insurance companies and the
representatives of Libby asbestos personal injury claimants, to
settle objections to the Plan.  Pursuant to the agreements, the
Libby claimants and BNSF would forego any further appeals to the
Plan.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Files Post-Confirmation Report for March 31 Quarter
---------------------------------------------------------------
For the quarter ending March 31, 2012, the Debtors reported
$788,611,479 beginning cash balance and $695,400,562 ending cash
balance, after deductions of $1,543,567,034 of disbursements from
$2,238,967,596 total cash available.

A full-text copy of the Post-Confirmation Report for the quarter
ended March 31, 2012, is available for free at:

         http://bankrupt.com/misc/gracemarch2012pcr.pdf

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of W.R. Grace
& Co. and its debtor affiliates' Plan of Reorganization.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

On April 20, 2012, the company filed a motion with the Bankruptcy
Court to approve definitive agreements among itself, co-proponents
of the Plan, BNSF railroad, several insurance companies and the
representatives of Libby asbestos personal injury claimants, to
settle objections to the Plan.  Pursuant to the agreements, the
Libby claimants and BNSF would forego any further appeals to the
Plan.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Anderson Memorial Amends Plan Appeal
------------------------------------------------
Anderson Memorial Hospital filed an amended appeal to the U.S.
Court of Appeals for the Third Circuit from District Court Judge
Ronald Buckwalter's memorandum denying Anderson's motion for
relief from order and memorandum opinion affirming the Debtors'
Plan of Reorganization.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of W.R. Grace
& Co. and its debtor affiliates' Plan of Reorganization.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

On April 20, 2012, the company filed a motion with the Bankruptcy
Court to approve definitive agreements among itself, co-proponents
of the Plan, BNSF railroad, several insurance companies and the
representatives of Libby asbestos personal injury claimants, to
settle objections to the Plan.  Pursuant to the agreements, the
Libby claimants and BNSF would forego any further appeals to the
Plan.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Wins OK to Settle U.S. Claims Over Weedsport Site
-------------------------------------------------------------
Judge Judith Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware authorized the Debtors to enter into the
administrative settlement agreement and order on consent for a
removal action for the Weedsport, New York site.

The AOC resolves the claims of the United States of America
related to the Site.

On March 23, 2003, the Government filed Claim Nos. 9634 and 9635
against the Debtors W. R. Grace & Co. and Kootenai Development
Company.  The Proofs of Claim expressly reserved the Claimant's
right to amend them for any "subsequently discovered liabilities."

The Weedsport Site is located in the Village of Weedsport, Town of
Brutus, Cayuga County, in New York.  The property on which the
Site is located is currently owned and managed by Scott Estelle,
and was previously owned by his father, C. Frank Estelle.  The
portion of the Site subject to the proposed removal activities
comprises approximately four to five acres.

In 1963, Grace entered into an agreement with Mr. Estelle to lease
the Site.  Grace operated the Site as a vermiculite expanding
plant, using an existing processing building to expand between
81,000 and 145,000 tons of vermiculite concentrate that originated
from Grace's Libby, Montana mine.  Some of the vermiculite may
have contained asbestos.

In June 2006, the U.S. Environmental Protection Agency conducted
air sampling inside the former processing building at the Site,
and detected asbestos.  In October 2010, EPA collected outdoor air
and soil samples at the Site, which were analyzed for the presence
of asbestos based upon EPA's national framework for evaluating
asbestos at Superfund sites.  Asbestos was found in the soil.

The Debtors and the EPA have subsequently cooperated in preparing
the AOC.  The EPA estimates that it will cost approximately $3.9
million to perform the remedial actions at the Weedsport Site
contemplated by the AOC.  The Debtors estimate that they will be
able to perform the work for less than $3.9 million.

The Debtors have also agreed under the AOC to pay $234,038 to the
EPA for its Past Response Costs incurred through December 31,
2011.  Consistent with the previously approved EPA Multi-Site
Agreement Resolving the United States' Proofs of Claim Regarding
Certain Environmental Matters, the Debtors' obligation to pay the
EPA's Past Response Costs is in the form of an Allowed General
Unsecured Claim.

The AOC further provides that the Debtors will pay EPA's Future
Response Costs, which includes all direct and indirect costs
incurred by EPA that are not included in the EPA's Past Response
Costs.

In return for the obligations to be assumed by the Debtors under
the AOC, the Government will provide the Debtors with a covenant
not to sue for matters addressed under the AOC.  Additionally, and
also pursuant to the terms of the AOC and the EPA Multi-Site
Agreement, once the EPA issues a Notice of Completion of Work and
the Debtors pay all Response Costs and other amounts required to
be paid under the AOC, the Weedsport Site removal action will be
considered a general unsecured claim that has been liquidated in
the amount of $0, and to which the discharge under Section 1141 of
the Bankruptcy Code will apply.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of W.R. Grace
& Co. and its debtor affiliates' Plan of Reorganization.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

On April 20, 2012, the company filed a motion with the Bankruptcy
Court to approve definitive agreements among itself, co-proponents
of the Plan, BNSF railroad, several insurance companies and the
representatives of Libby asbestos personal injury claimants, to
settle objections to the Plan.  Pursuant to the agreements, the
Libby claimants and BNSF would forego any further appeals to the
Plan.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


WALLDESIGN INC: Employees Granted Conditional Certification
-----------------------------------------------------------
In the lawsuit, JUAN PABLO ORQUIZA, et al., Plaintiffs, v.
WALLDESIGN, INC., et al., Defendants, No. 2:11-CV-1374 JCM (D.
Nev.), District Judge James C. Mahan granted the request of Juan
Pablo Orquiza and Maximino Buenaventura for conditional
certification under the Fair Labor Standards Act, 29 U.S.C. Sec.
201 et seq.

Defendants Walldesign, Inc., Michael Bello, Stephen Huntington,
Sterling S. Development, D.R. Horton, Inc., Ryland Homes Nevada,
LLC, and Hand Construction Corporation opposed the request.

The case centers around the defendants' alleged intentional
failure to pay wages, systematic under-reporting of hours, and
failure to pay overtime for hours worked in excess of 40 hours in
a week to plaintiffs and the class they represent.  The plaintiffs
and the class they represent are either current or former
employees of Walldesign.  While employed by the defendants, the
plaintiffs completed construction-type jobs such as installing
drywall, plastering, painting, and applying stucco.  The
plaintiffs worked at multiple construction sites in Nevada.  They
allege that Walldesign is involved in irregular pay practices
where employees are paid in cash instead of a check, and do not
receive accurate paystubs.  The plaintiffs also contend their
supervisors made false promises regarding rates of pay.  The
plaintiffs claim that when paychecks were received, the number of
hours would not be included and, despite workers logging their own
hours, they were denied the proper amount of pay.  The defendants
also often paid workers less than the established minimum wage
(some making approximately $2/hour).  The plaintiffs also said
that, despite regularly working more than 40 hours per week, they
were denied overtime premium pay rates.

The plaintiffs allege that Walldesign, Bello, and Huntington were
alerted to the irregularities in pay practices in September 2009,
when a different group of plaintiffs filed a similar law suit.
Walldesign is also accused of similar wrongs in California.

After Walldesign filed for Chapter 11 bankruptcy, Bello
transferred Walldesign's workforce to Imperial Construction Group,
Inc.  According to the plaintiffs, despite the change in workforce
ownership, the employees continue to be subjected to improper pay
practices.

A copy of the District Court's Aug. 16, 2012 Order is available at
http://is.gd/IgpKmPfrom Leagle.com.

                        About Walldesign

Walldesign Inc., incorporated in 1983, has been in the business of
installing drywall, insulation, plaster and providing related
services to single and multi-family construction projects
throughout California, Nevada and Arizona for over 20 years.
Customers include some of the largest homebuilders in the United
States, such as Pulte, DR Horton, K. Hovnanian, Toll Brothers and
KB Homes.  In fiscal 2011, Walldesign generated more than $43.5
million in annual revenues.

Walldesign, based in Newport Beach, California, said the global
credit crisis that occurred in the third quarter of 2008 had a
severe negative impact on its business: capital for construction
projects dried up, buyers vacated the market for new homes and
profit margins on new jobs eroded.  Although it has significantly
downsized its operations in an effort to remain profitable in the
recessionary conditions, cash flow problems arose during this
process.  These problems slowed payments to vendors, precipitating
collection lawsuits forcing it to seek Chapter 11 protection
(Bankr. C.D. Calif. Case No. 12-10105) on Jan. 4, 2012.

Judge Robert N. Kwan presides over the case.  Marc J. Winthrop,
Esq., Sean A. O'Keefe, Esq., and Jeannie Kim, Esq., at Winthrop
Couchot, serve as the Debtor's counsel.  In its petition, the
Debtor estimated $10 million to $50 million in assets and debts.
The petition was signed by Michael Bello, chief executive officer.

An official committee of unsecured creditors has been appointed in
the case.


WILSON FABER: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: Wilson Faber, LLC
        12914 N. 56th Street
        Tampa, FL 33617

Bankruptcy Case No.: 12-12463

Chapter 11 Petition Date: August 15, 2012

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

Debtor's Counsel: Joseph R. Fritz, Esq.
                  JOSEPH R. FRITZ, P.A.
                  4204 North Nebraska Avenue
                  Tampa, FL 33603
                  Tel: (813) 237-4646
                  Fax: (813) 238-5182
                  E-mail: fritzlaw@aol.com

Scheduled Assets: $405,200

Scheduled Liabilities: $1,499,695

The petition was signed by Phyllis Faber, officer.

The Company's list of its largest unsecured creditors filed with
the petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Pilot Bank                         Mortgage             $1,099,695
5140 E. Fowler Avenue
Tampa FL 33617


WOUND MANAGEMENT: Incurs $29,650 Net Loss in Second Quarter
-----------------------------------------------------------
Wound Management Technologies, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $29,650 on $269,813 of revenue for
the three months ended June 30, 2012, compared with a net loss of
$3.92 million on $227,896 of revenue for the same period during
the prior year.

The Company reporte net income of $257,855 on $373,946 of revenue
for the six months ended June 30, 2012, compared with a net loss
of $6.60 million on $1.16 million of revenue for the same period a
year ago.

The Company's balance sheet at June 30, 2012, showed $3.16 million
in total assets, $5.61 million in total liabilities and a $2.45
million total stockholders' deficit.

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

                        http://is.gd/KUmPTb

                       About Wound Management

Fort Worth, Texas-based Wound Management Technologies, Inc.,
markets and sells the patented CellerateRX(R) product in the
expanding advanced wound care market; particularly with respect to
diabetic wound applications.

Pritchett, Siler & Hardy, P.C., in Salt Lake City, Utah, expressed
substantial doubt about Wound Management's ability to continue as
a going concern, following the Company's results for the fiscal
year ended Dec. 31, 2011.  The independent auditors noted that the
Company has incurred substantial losses and has a working capital
deficit.


ZEEKREWARDS.COM: Ken Bell Named as Temporary Receiver
-----------------------------------------------------
At the behest of the Securities and Exchange Commission, District
Judge Graham Mullen appointed Ken Bell as temporary receiver for
Rex Venture Group LLC, dba, ZeekRewards.com and its subsidiaries.

As reported by the Troubled Company Reporter on Aug. 20, 2012, the
SEC on Aug. 17 announced fraud charges and an emergency asset
freeze to halt a $600 million Ponzi scheme by online marketer Paul
Burks of Lexington, N.C. and his company Rex Venture Group.  The
SEC alleges Mr. Burks and Rex Venture raised money from more than
one million Internet customers nationwide and overseas through the
Web site ZeekRewards.com, which they began in January 2011.
According to the SEC's complaint filed in federal court in
Charlotte, N.C., customers were offered several ways to earn money
through the ZeekRewards program, two of which involved purchasing
securities in the form of investment contracts.  The securities
offerings were not registered with the SEC as required under the
federal securities laws.  The SEC alleges that investors were
collectively promised up to 50% of the company's daily net profits
through a profit sharing system in which they accumulate rewards
points that they can use for cash payouts.  However, the Web site
fraudulently conveyed the false impression that the company was
extremely profitable when, in fact, the payouts to investors bore
no relation to the company's net profits. Most of ZeekRewards'
total revenues and the "net profits" paid to investors have been
comprised of funds received from new investors in classic Ponzi
scheme fashion.

The SEC's complaint alleges that the scheme is teetering on
collapse with investor funds at risk of dissipation without its
emergency enforcement action.  Last month, ZeekRewards brought in
approximately $162 million while total investor cash payouts were
approximately $160 million.  If customers continue to increasingly
elect to receive cash payouts rather than reinvesting their money
to reach higher levels of rewards points, ZeekRewards' cash
outflows would eventually exceed its total revenue.

Mr. Burks has agreed to settle the SEC's charges against him
without admitting or denying the allegations, and agreed to
cooperate with a court-appointed receiver.

According to the SEC's complaint, ZeekRewards has paid out nearly
$375 million to investors to date and holds roughly $225 million
in investor funds in 15 foreign and domestic financial
institutions.  Those funds will be frozen under the emergency
asset freeze granted by the court at the SEC's request.

Mr. Burks has personally siphoned several million dollars of
investors' funds while operating Rex Venture and ZeekRewards, and
he distributed at least $1 million to family members.  Mr. Burks
has agreed to relinquish his interest in the company and its
assets plus pay a $4 million penalty.

Pursuant to the Receivership Order, the receiver will collect,
marshal, manage and distribute remaining assets for return to
harmed investors.  The receiver may employ professionals,
including accountants, attorneys and advisers, to assist him in
carrying out his duties and responsibilities.

The receiver may seek authority from the District Court to file
voluntary Chapter 11 petitions for the estate, and is authorized,
empowered and directed to develop a plan for the fair, reasonable,
and efficient recovery and liquidation of all remaining,
recovered, and recoverable receivership property.  A preliminary
Liquidation Plan is due by the first week of October.

The case is SECURITIES AND EXCHANGE COMMISSION, Plaintiff, v. REX
VENTURES GROUP, LLC d/b/a ZEEKREWARDS.COM, and PAUL BURKS,
Defendants, No. 3:12cv519 (W.D.N.C.).  A copy of the Aug. 17, 2012
Agreed Order is available at http://is.gd/icc7Q4from Leagle.com.


ZHONG WEN: Reports $17,275 Net Income in Second Quarter
-------------------------------------------------------
Zhong Wen International Holding Co., Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing net income of $17,275 on $45,525 of revenue for
the three months ended June 30, 2012, compared with net income of
$36,686 on $79,083 of revenue for the same period a year ago.

The Company reported net income of $51,553 on $114,418 of revenue
for the six months ended June 30, 2012, compared with net income
of $85,178 on $171,120 of revenue for the same period during the
prior year.

The Company's balance sheet at June 30, 2012, showed $1.47 million
in total assets, $1.55 million in total liabilities, all current,
and a $79,114 total stockholders' deficit.

                        Bankruptcy Warning

The Company estimates that its cash and cash equivalents will fund
its operations through the financial support from the Company's
shareholders.  The Company's shareholders have indicated their
continuing support to enable it to meet its obligations to third
parties as and when they fall due and to continue as a going
concern.  This belief is based on the Company's current cost
structure and its current expectations regarding operating
expenses and anticipated revenues.

"If we are unable to obtain additional funds, we will not be able
to sustain our operations and would be required to cease our
operations and/or seek bankruptcy protection.  Given the difficult
current economic environment, we believe it will be difficult to
raise additional funds and there can be no assurance as to the
availability of additional financing or the terms upon which
additional financing may be available," the Company said in its
quarterly report for the period ended June 30, 2012.

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

                        http://is.gd/lc4LkR

                          About Zong Wen

Located in Qingzhou, Shandong, People's Republic of China, Zhong
Wen International Holding Co., Ltd., is in the business of
equipment products procurement for the construction industry, and
project consultation for construction projects.

After auditing results for the year ended Dec. 31, 2011,
Bongiovanni & Associates, CPA's, in Cornelius, North Carolina,
expressed substantial doubt about Zhong Wen's ability to continue
as a going concern.  The independent auditors noted that the
Company has suffered losses from operations and has a net capital
deficiency as of Dec. 31, 2011.


* Real Cost of Default is Higher, Stanford Business School Says
---------------------------------------------------------------
Six of the ten biggest corporate bankruptcies in history have
occurred since late 2008; all ten of the top ten, if you count
companies that escaped bankruptcy by being bailed out.  The names
are etched in our memories: Lehman Brothers, General Motors,
Chrysler, A.I.G., Fannie Mae, and Freddie Mac.

However, for all that, the actual costs of corporate defaults and
bankruptcy remain murky and mysterious.  Calculations about
default risk loom behind almost every decision by investors and
corporate strategists.  They affect how much it costs a company to
borrow, how it structures its finances, and what it does if it
edges near the abyss.

It's obvious that filing for bankruptcy takes a huge toll, on top
of the costs that stem from a company's underlying problems with
sales and profits.  Whatever else may be happening, defaults bring
a slew of costs on their own: customers and major suppliers often
flee; brands can be permanently damaged; assets may have to be
sold at fire-sale prices.  All that is quickly reflected in a
stricken company's stock and bond prices.

But it's hard to untangle the cost of a default from the cost of
everything else going on with stock and bond valuations. Cash
problems and operating losses often overlap and reinforce each
other, but they have different causes and consequences.

If the costs of a default are lower than the players assume,
investors and corporate architects risk making miscalculations
that will haunt them for years in the future.

Ilya A. Strebulaev, associate professor of finance at Stanford's
Graduate School of Business, says those costs are higher than
assumed.  In a new paper, coauthored with Sergei A. Davydenko and
Xiaofei Zhao of the University of Toronto, Strebulaev combined
historical data on corporate defaults with a new analytical model
to tease out investor reactions to a default both before and after
it happens.

Their conclusion: default causes a much bigger decline in a
company's total market value than is generally assumed.

They estimate that defaults, which can range from missed bond
payments to outright bankruptcy filings, will, on average, reduce
a corporation's total market value by 21.7%.  For "fallen angels"
-- companies that started out with investment-grade ratings --
default will destroy about 30% of the total asset value.

That is an eye-opener.  Until now, the best estimate had been that
corporate defaults cost companies about 20% of their value.  But
that estimate was based only on defaults at 30 companies that had
originally been financed with high-yield junk bonds.  Strebulaev
analyzed 175 corporations, including many fallen angels that
defaulted between 1997 and 2010.

The real breakthrough, however, was to come up with a way to
distinguish the cost of default from the cost of economic
deterioration.  In the real world, a troubled company's stock
price usually plunges for a host of different reasons at the same
time.  A company with falling sales and mounting losses will lose
value and edge closer to bankruptcy.  But the prospect of
bankruptcy itself usually adds many other costs.

That was the case with United Airlines, which filed for bankruptcy
in 2002 after being battered by brutal cost competition and
slumping traffic volumes.  Once it filed for bankruptcy, it lost
additional value as suppliers and industry partners, such as
regional airlines, backed away.

How to unravel the mess? Strebulaev has been working for years to
tease out the causes and consequences of corporate defaults.  In a
series of papers, he and his colleagues have analyzed defaults
going back as far as 150 years.  Along the way, he has turned up a
number of unexpected discoveries.  One surprise: cash-heavy
companies are actually more likely to default over the long-term
than companies with smaller reserves.  Why? Because executives
often shore up cash when they are worried.  The seemingly rich
coffers can be a sign of trouble, rather than a sign of health.
Another surprise: many companies wait to liquidate unsuccessful
projects until a broader industrial downturn, so their failures
will "blend into the crowd" and won't be as embarrassing.  When
the downturn comes, though, the accumulation of living-dead zombie
ventures can aggravate an industry-wide investment bust.

For Strebulaev, the patterns and practices of companies in
financial distress constitute a rich new opportunity.  The goal
isn't simply to provide a new tool for corporate strategists.

The real purpose is to illuminate why corporations and investors
make the choices they do, and to understand the consequences.

Corporate defaults are costly -- their losses extend well beyond
the ones caused by a company's underlying business problems.

But how big are those costs? Strebulaev and his colleagues
measured the total cost by looking at the drop in market value of
a company's equity and debt.  The first step was measuring the
drop in stock and bond prices right after a company announced a
default.

In most cases, though, investors anticipate a default weeks or
months in advance and begin to discount a company's valuation long
before it defaults.  The full cost of a default needs to include
the anticipatory drop in value, but it needs to exclude the losses
tied to the company's economic deterioration.

It sounds impossible, which is why there had only been one other
major empirical study of the subject.  But Strebulaev and his
colleagues came up with a novel approach.  They built a
sophisticated, yet intuitive, model of how investors typically
anticipate a corporate default, and applied this model to
historical data stretching back two decades.  The crux of the new
approach is that investors only partially predict a corporate
default, and that there is always an element of surprise when it
occurs.  This surprise causes a reaction in stock and bond prices
at default.  The approach uses historical default patterns to
mathematically model investors' typical anticipation of default.

The difference between the actual and predicted reaction is
essentially a measure of how much investors were surprised by the
default.  Flip that around, and you suddenly have a line on how
much investors anticipated the default and how much of the pre-
default drop in valuation reflects that anticipation.

"If we know what the probability of default is at each instant,
based on the analysis of past defaults at similar firms, we can
assess mathematically what the overall anticipation effect on
prices should be," Strebulaev explains.  "Comparing predicted
prices with observed ones, we can isolate the total effect of
anticipation on observed prices."

If the Federal Reserve and the Treasury had had these insights,
would they have been any less sanguine about letting Lehman
Brothers go bankrupt in Sep. 2008? One lesson from the new
research is that default costs are much higher for multiple
defaults across an industry.  In part, that's because multiple
defaults in an industry increase the likelihood of fire sales of
assets -- exactly what happened with mortgage-backed securities.
If officials had known that Lehman would trigger a wave of other
defaults, and they knew that each of those defaults would be more
costly than assumed, Strebulaev says, they might have been more
cautious.


* Moody's Says US Credit Card Charge-Offs Up Slightly in July
-------------------------------------------------------------
Securitized credit card charge-offs in the US increased to 4.56%
in July from 4.27% in June, according to Moody's Credit Card
Indices. One-time technical factors explain the rise, says
Moody's, and the charge-off rate index will resume its downward
trajectory next month, reaching about 4% by the end of the year.

A clear indication that charge-offs will continue to decline is
the further drop in the delinquency rate in July, which reached a
new low in the month of 2.36%, down from 2.40% the previous month,
according to Moody's in the new index report "Credit Card
Delinquencies Reach New Low in July; Charge-offs Rise Slightly."

"Historically low delinquencies, as well as high payment rates,
underscore the exceptionally strong credit quality of securitized
credit card receivables today," says Jeffrey Hibbs, a Moody's
Assistant Vice President - Analyst. "Issuers charged off the
accounts of weaker cardholders at record levels during the
recession, and originators have added few receivables from new
accounts to securitizations. The result is that credit card
securitizations today almost exclusively comprise receivables of
well-seasoned, high-quality cardholder accounts that have
continued strong performance despite a backdrop of persistently
high unemployment."

The 29 basis point rise in the charge-off rate index to 4.56% in
July was the result of increases Moody's had expected in the
charge-off rates of the Chase and Citibank trusts, which
collectively constitute approximately 45% of the overall index.
For the Chase trust in particular, this month's 87 basis point
increase was largely the result of a technical change to the trust
sponsor's charge-off recognition policy.

Each of the other four largest credit card trusts posted monthly
declines in their charge-off rates, and the trend of lower charge-
offs will continue next month and into the fourth quarter, says
Moody's.

The charge-off rate measures those credit card account balances
written off as uncollectible as an annualized percentage of total
outstanding principal balance.

Although the delinquency rate dropped 4 basis points to 2.36% in
July, the early-stage component of delinquencies ticked higher in
the month to 0.66% from 0.65%. July typically marks the seasonal
low for early-stage delinquencies, and an increase in early-stage
delinquencies in the coming months would suggest a return to
seasonal behavior. It would also be a leading indicator that
charge-off rates were approaching a floor.

The delinquency rate measures the proportion of account balances
for which a monthly payment is more than 30 days late as a percent
of total outstanding principal balance. The early-stage
delinquency rate measures the proportion of account balances for
which a monthly payment is between 30-59 days late as a percent of
total outstanding principal balance.

Also in July the payment rate rose to 22.37% from 22.01%,
returning to the record high it set two months ago. The high
payment rate reflects the strong credit quality of the receivables
compromising trusts today, says Moody's.

The payment rate measures the average amount of principal that
cardholders repay each month as a percentage of the total
outstanding principal balance.

In July, the yield index increased to 18.49% from 18.29% in June.
Despite the increase, the yield index has remained 150-200 basis
points below its year-ago level for the past three months. Moody's
says that expiration of most issuers' principal discounting
initiatives has led to the lower yields, as these initiatives
artificially boosted the yields.

Yield is the annualized percentage of income, primarily finance
charges and fees, collected during the month as a percent of total
loans. Discounting is the re-characterization of principal
collections as finance charge collections.

Excess spread decreased in July, to 11.12% from 11.25% in June.
Even with this month's decline, which was a direct result of the
higher charge- offs, the excess spread index remains near
historically high levels. Because of the end of discounting,
however, the excess spread index is slightly below the record-
highs of last year.

"Steady improvement in the charge-off rate since last year
continues to support trust excess spreads at healthy levels well
above historical norms," says Moody's Hibbs. "In the coming
months, as charge-offs continue to decline and yields remain
stable, the excess spread index will continue rising."

Excess spread is a measure of the overall performance of
securitized pools of credit card receivables.

Moody's subscribers may access the report at http://is.gd/qFSqdI


* Brokerage Audits Consistently Found Deficient
-----------------------------------------------
Bloomberg News report that U.S. accounting watchdogs said a review
of 10 brokerage auditors found they all performed deficient work,
and some failed to take required steps to help ensure investors'
funds are safeguarded.

According to the report, the Public Company Accounting Oversight
Board's said Aug. 20 in a report on its interim inspection program
that reviews of 23 broker audits conducted by the firms found most
financial statements weren't reviewed well enough to justify
signing off on them.  The PCAOB didn't name the auditors and
brokerages in the report and said they were all smaller firms.

The report came a week after New York-based WJB Capital Group Inc.
was expelled from the brokerage industry for misstating financial
records and nine months after the collapse of MF Global Holdings
Ltd., which left customer funds unaccounted for when it filed for
bankruptcy.

The report relates that the PCAOB, which is supervised by the
Securities and Exchange Commission, has followed Dodd-Frank Act
mandates to expand brokerage oversight after Bernard Madoff was
found to have used a tiny, storefront audit firm while running his
multibillion-dollar Ponzi scheme.

Last year, the audit watchdog established an interim inspection
program to provide an initial picture of auditing among the 4,400
registered broker-dealers.  The first public report from the
program revealed a host of violations.


* Clifford Chance Discusses Court Decision on Claim Purchasers
--------------------------------------------------------------
Clifford Chance on Aug. 23 disclosed that in a recent decision,
the Delaware Bankruptcy Court concluded that the purchaser of a
bankruptcy claim is subject to the same disabilities as the
original creditor -- specifically, preference liability pursuant
to Section 547 of the Bankruptcy Code.  This decision reinforces
that claim purchasers are responsible for performing careful due
diligence to ensure that the claims they are evaluating for
purchase are not subject to any disallowance or possible
impairment.  Also, buyers should always price the risk of claim
impairment into their bids, and when possible, potential buyers
should insist on receiving fulsome representations, warranties,
covenants, and indemnifications from their sellers, particularly
those regarding claim disallowance and impairment.  Also, buyers
should always price the risk of claim impairment into their bids,
and when possible, potential buyers should insist on receiving
fulsome representations, warranties, covenants, and
indemnifications from their sellers, particularly those regarding
claim disallowance and impairment.

In re: K.B. Toys Inc.

In connection with its reorganization plan, the Debtors in this
case established a trust that was responsible for investigating
and pursuing avoidance claims.  The trust pursued several
preference actions pursuant to Section 547 of the Bankruptcy Code
against creditors that had received payments within the 90-day
period prior to the bankruptcy petition date.  While most of the
trust's actions were taken against original creditors, the trust
also pursued actions against third parties that had purchased
claims on the secondary market, including certain funds managed by
ASM Capital (ASM), seeking to disallow such purchased claims.

ASM asserted that as a secondary purchaser of the claims, it
should not be subject to the same personal disabilities as the
original debt holders, as the liability for preference should be
focused on the claimant, not the claim itself.  The Debtors
countered that ASM had knowledge of the preferential transfers at
issue, and thus, ASM should be subject to the same liability as
the original creditors.  The court's analysis in K.B. Toys
centered on Section 502(d) of the Bankruptcy Code, which
authorizes a court to disallow "any claim of any entity" that is
otherwise avoidable under other sections of the code (Section 547
applies here).

The K.B. Toys court analyzed three factors to reach its decision:
the plain language, legislative history, and case law of Section
502(d).  During the plain language evaluation of Section 502(d),
the court found that "any claim of any entity" signifies that a
disability travels with a claim, as this conclusion would be the
most straight-forward reading of the section.  With respect to the
legislative history of Section 502(d), the court reviewed the
preceding statute, Section 57(g) of the Bankruptcy Act of 1898,
which stated that "the claims of creditors who have received or
acquired preferences . . . voidable under this title, shall not be
allowed unless such creditors shall surrender such preferences . .
." The court noted that the prior language was even clearer than
the language in current Section 502(d), revealing that the
liability should travel with the claims themselves, not remain
with the original creditor.

Enron

Lastly, the court examined case law to determine how courts have
interpreted Section 502(d).  It found that courts had consistently
upheld the disqualification of a claim due to preference, even if
the claim was transferred, under the general theory that rights --
and disabilities -- stay with a claim even after it changes hands.
The court then turned to two recent, well-known New York cases
that have interpreted Section 502(d).  In Enron Corp. v. Avenue
Special Situations Fund II, LP (2006) (Enron Bankruptcy Court
Decision), the U.S. Bankruptcy Court for the Southern District of
New York stated that the transfer of a claim subject to a Section
502(d) disallowance in the hands of the transferor remains subject
to disallowance in the hands of transferee as the claim and the
Section 502(d) disallowance defense are linked, and such
relationship is not severed by a transfer.  The Enron Bankruptcy
Court Decision affirmed the principle that a claim transfer does
not change the nature of the claim during bankruptcy; rather, it
creates a substitution of parties.

On appeal, in Enron Corp. v. Springfield Associates (2007) (Enron
District Court Decision), the U.S. District Court for the Southern
District of New York vacated and remanded the Enron Bankruptcy
Court Decision, finding that the plain language of Section 502(d)
focused on the claimant as opposed to the claim, which leads to
the conclusion that disallowance is a personal disability of a
claimant, not an attribute of the claim.  Further, the Enron
District Court Decision distinguished between assignments and
sales, finding that disabilities can attach to the assignment but
not to the sale of claims.

The K.B. Toys court, noting that the Enron District Court Decision
has been widely criticized, concluded that a trade claim purchaser
is subject to the same rights and disabilities under Section
502(d) as the original claimant.  The K.B. Toys court noted that
while buyers of claims are customarily sophisticated investors
with the ability to conduct expansive due diligence, it takes only
minimal due diligence for a purchaser to recognize that there is a
possibility of avoidance actions based on preference liability.
In this case, the Debtors' statement of financial affairs had
listed prepetition payments during the preference period, thereby
placing ASM on constructive, if not actual, notice of the
potential for impairment under Section 502(d).  The court
maintained that ASM could have discovered the potential for
disallowance with very little due diligence, factored the
potential for disallowance into the price it paid for the trade
claims, and/or could have sought protection through
representations and indemnities from the claim sellers.

Conclusion

The K.B. Toys decision affirms that buyers need to perform careful
due diligence to ensure that the claims they are interested in
acquiring are not subject to any manner of disallowance or
impairment.  Buyers should pay careful attention to any payments
the seller received from the debtor during the preference period,
and buyers should evaluate the viability of any defense the seller
could assert.  Buyers of bankruptcy claims should always be aware
that claims can be challenged based on provisions of the
Bankruptcy Code; therefore, buyers should appropriately price the
risk that a purchased claim may be disallowed under Section
502(d).  In order to mitigate this risk, buyers are advised to
include appropriate recourse and indemnification clauses, along
with the relevant representations and warranties, in claims
purchase agreements.  A prudent purchaser should also include a
requirement in the purchase agreement whereby the seller is
obligated to assist with the defense of the claim if any challenge
is introduced (preferably at seller's expense).


* BOOK REVIEW: Corporate Venturing -- Creating New Businesses
-------------------------------------------------------------
Authors: Zenas Block and Ian C. MacMillan
Publisher: Beard Books, Washington, D.C. 2003
(reprint of 1993 book published by the President and Fellows of
Harvard College).
List Price: 371 pages. $34.95 trade paper, ISBN 1-58798-211-0.

Creating new businesses within a firm is a way for a company to
try to tap into its potential while at the same time minimizing
risks.  A new business within a firm is like an entreprenuerial
venture in that it would have greater flexibility to
opportunistically pursue profits apart from the normal corporate
structure and decision-making processes.  Such a business is
different from a true entrepreneurial venture however in that the
business has corporate resources at its disposal.  Such a company
business venture has to answer to the company management too.
Corporate venturing--to use the authors' term--offers innovative
and stimulating business opportunities.  Though venturing is in a
somewhat symbiotic relationship with the parent firm, the venture
would never threaten to ruin the parent firm as a entrepreneur
might be financially devastated by failure.

Block and MacMillan contrast an entreprenuerial enterprise with
their subject of corporate venturing, "When a new entrepreneurial
venture is created outside an existing organization, a wide
variety of environmental factors determine the fledgling
business's survival.  Inside an organization . . . senior
management is the most critical environmental factor."  This
circumstance is the basis for both the strengths and limitations
of a corporate venture.  In their book, the authors discuss how
senior management working with the leadership of a corporate
venture can work in consideration of these strengths and
weaknesses to give the venture the best chances for success.  If
the venture succeeds beyond the prospects and goals going into its
formation, it can always be integrated into the parent company as
a new division or subsidiary modeled after the regular parts of a
company with the open-ended commitment, regular hiring practices,
and reporting and coordination, etc., going with this. As covered
by the authors, done properly with the right commitment, sense of
realism and practicality, and preliminary research and ongoing
analysis, corporate venturing offers a firm new paths of growth
and a way to reach out to new markets, engage in fruitful business
research, and adapt to changing market and industry conditions.
The principle of corporate venturing is the familiar adage,
"nothing ventured, nothing gained."  While it is improbable that a
corporate venture can save a dying firm, a characteristic of every
dying firm is a blindness about venturing.  Just thinking about
corporate ventures alone can bring to a firm a vibrancy and
imagination needed for business longevity.

Ideas, insights, and vision are the essence of corporate
venturing.  But these are not enough by themselves. Corporate
venturing is based as much on the right personnel, especially the
top leaders.  The authors advise to select current employees of a
firm to lead a corporate venture whenever feasible because they
already have relationships with senior management who are the
ultimate overseers of a venture and they understand the corporate
culture.  In one of their several references to the corporate
consultant and motivational speaker Peter Drucker, the authors
quote him as identifying only half jokingly the most promising
employees to lead the corporate venture as "the troublemakers."
These are the ones who will be given the "great freedom and a high
level of empowerment" required to make the venture workable and
who also are most suited to "adapt rapidly to new information."
Such employees for top management of a venture are not entirely on
their own.  The other side of this, as Brock and MacMillan go
into, is for such venture management to earn and hold the trust
and confidence of the firm's top management and work within the
framework and follow the guidelines set for the venture.

Corporate venturing is an operation which is a hybrid of the
standard corporate interests and operations and an independent
business with entrepreneurial flexibility mainly from focus on one
product or service or at most a few interrelated ones, simplified
operations, and streamlined decision-making.  From identifying
opportunities and getting starting through the business plan and
corporate politics, Brock and MacMillan guide the readers into all
of the areas of corporate venturing.

Zenas Block is a former adjunct professor with the Executive MBA
Program at the NYU Stern School of Business.  Ian C. MacMillan is
associated with Wharton as a professor and a director of a center
for entrepreneurial studies.



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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