TCR_Public/120828.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, August 28, 2012, Vol. 16, No. 239

                            Headlines

1701 COMMERCE: Court Requires $1MM Bond to Keep Automatic Stay
ALLY FINANCIAL: Files Form S-3ASR to Sell $3-Bil. of Term Notes
AMERICAN AIRLINES: Gives Details on New FAs Contract
AMERICAN DEFENSE: Armor Defense Offers to Buy $1MM Shares Anew
AMERICAN NATURAL: Paul Ross Discloses 19.9% Equity Stake

ATP OIL: Common Stock Ceases Trading on NASDAQ
B&T OLSON: Bush Strout Approved as Bankruptcy Counsel
B&T OLSON: Bankr. Judge OKs Hutchison for Detainer Action
B&T OLSON: Kidder Mathews Approved as Valuation Consultant
B&T OLSON: Windermere Real Approved as Exclusive Listing Agent

BEST UNION: Taps Sabaratnam & Associates as Bankruptcy Counsel
BRAFFITS CREEK ESTATES: Files for Chapter 11 in Las Vegas
BROADWAY FINANCIAL: Receives Non-Compliance Notice from NASDAQ
CHRIST HOSPITAL: Sale Order Also Binding on Alleged Lienholders
CIRCLE ENTERTAINMENT: Borrows $400,000 from Directors, Owners

CIRCUS AND ELDORADO: Black Diamond Wants to File Alternative Plan
CONSOLIDATION SERVICES: Incurs $150,100 Net Loss in First Quarter
COTTON CENTER: Chapter 11 Case Summary & 3 Unsecured Creditors
DAFFY'S INC: Files Schedules of Assets and Liabilities
DAFFY'S INC: Wants to Hire Weil Gotshal as Bankruptcy Attorneys

DCB FINANCIAL: 2nd Amendment to 1.3MM Shares Offering Prospectus
DELTA PETROLEUM: DIP Lenders Forbearance Extended Until Aug. 30
DEX MEDIA EAST: Bank Debt Trades at 39% Off in Secondary Market
DEX MEDIA WEST: Bank Debt Trades at 36% Off in Secondary Market
EFD LTD: Allows Capital Farm OK to Foreclose on Collateral

ELBIT VISION: Unveils Inspection System for Thin Glass
EMMIS COMMUNICATIONS: Completes Sale of KXOS-FM Station for $85MM
EMPIRE RESORTS: Inks Employment Pacts with Misses Pitts & Horner
EPICEPT CORP: J. Talley Quits, R. Cook Named Interim Pres. & CEO
FIBERTOWER CORP: Says FCC License Cutoff Would Force Liquidation

FIRST NATIONAL: Has $967,000 Net Loss in Second Quarter
GAMETECH INTERNATIONAL: Has Interim Approval on Yuri Itkis Loan
GAMETECH INT'L: James Robertson Resigns from All Positions
GATEHOUSE MEDIA: Bank Debt Trades at 68% Off in Secondary Market
GATZ PROPERTIES: Files Schedules of Assets and Liabilities

GENERAL MOTORS: Positive Cash Flow Cues Fitch to Raise Ratings
GENERAL MOTORS: In Early Talks with Banks to Increase Credit Line
GEROVA FINANCIAL: Seeks U.S. Recognition of Bermuda Case
GEROVA FINANCIAL: Chapter 15 Case Summary
GMX RESOURCES: Timothy Benton Resigns as EVP - Geosciences

GORDON PROPERTIES: Court Rejects Condo Owners' $315K Claim
GREENMAN TECHNOLOGIES: Amends Form S-1 Registration Statement
H&M OIL: Lain Faulkner Approved as Financial Adviser
HAWKER BEECHCRAFT: Bonuses Rejected as Barred Retention Program
HAWKER BEECHCRAFT: Fried Frank Approved as Special Counsel

HAWKER BEECHCRAFT: Bank Debt Trades at 28% Off in Secondary Market
HYDROFLAME TECHNOLOGIES: Involuntary Chapter 11 Case Summary
INFERNO DISTRIBUTION: Case Summary & Top Unsecured Creditors
LEGENDS GAMING: Chickasaws' $125 Million Offer Going to Auction
LEGENDS GAMING: Gets Interim OK for KCC as Claims Agent

LEGENDS GAMING: Heller Draper Approved as Bankruptcy Counsel
LEGENDS GAMING: OK'd To Pay Certain Critical Vendors Claims
LEGENDS GAMING: DiamondJack's Creditors' Meeting Today
LEVELLAND/HOCKLEY: No Longer Has Any Assets, Seeks Chapter 7
LIQUIDMETAL TECHNOLOGIES: Amends 36.8MM Shares Offering Prospectus

LOCATION BASED TECHNOLOGIES: PocketFinder Has High-End Customers
MARMC TRANSPORT: Court to Hold Trial on Summit Legal Fees Claim
METHOD ART: Taps Colliers International to Sell Riverside Property
MF GLOBAL: CFTC Says LCs Don't Protect Commodity Customers
MORRIS BROWN: Files for Bankruptcy to Avert Foreclosure

MW GROUP: To Pay $12,000 to Bidencope for Appraisal Service
NEOMEDIA TECHNOLOGIES: Licenses Barcode Patents to Microsoft
NET ELEMENT: Has $9.3 Million Credit Agreement with Alfa-Bank
NEW LEAF: Edward Eppel Appointed to Board of Directors
NEWPAGE CORP: NY Bankr. Judge Robert Drain Named Mediator

NEWPAGE CORP: To File Plan Disclosures by Aug. 31
NEXSTAR BROADCASTING: To Sell Net Assets of KBTV for $14 Million
NEXTWAVE WIRELESS: Polygon Management Discloses 10% Equity Stake
NEXTWAVE WIRELESS: Avenue Capital Discloses 16.7% Equity Stake
NEXTWAVE WIRELESS: Agrees to Amend Senior Secured Notes

NEXTWAVE WIRELESS: Douglas Manchester Discloses 5.2% Equity Stake
NORTHSTAR AEROSPACE: Christopher Picone OK'd as Wind Down Officer
NORTHSTAR AEROSPACE: Wants to Hire Grant Thornton as Tax Advisors
OVERLAND PARK: Moodys Lowers Ratings on $43.7MM Bonds to 'Ba1'
PARK LANE I: Files to Regain Control of Cliffs at Ricky Ridge

PEACHWOOD INVESTMENTS: Case Summary & Unsecured Creditor
PEGASUS RURAL: Access to Cash Collateral Expires Aug. 31
POWERWAVE TECHNOLOGIES: Amends License Agreement with Tatfook
RADIENT PHARMACEUTICALS: Amends License Agreement with GCDx
RCN TELECOM: Credit Repricing No Impact on Moody's 'B1' CFR

RENASCENT INC: Chapter 11 Case Reinstated
REPWEST INSURANCE: A.M. Best Affirms 'B' Financial Strength Rating
RESIDENTIAL CAPITAL: Seeks More Exclusivity Amid Examiner Probe
REVEL ENTERTAINMENT: Bank Debt Trades at 25% Off
RG STEEL: Court Sets Sept. 24 Set as General Claims Bar Date

RG STEEL: Nucor Buys Wheeling Corrugating Unit for $7 Million
ROBERTS LAND: Plan, Dismissal Hearing Set for Sept. 6
ROSETTA GENOMICS: Expands Management Team and Laboratory Capacity
SAN BERNARDINO, CA: Taps Rust Consulting as Claims/Noticing Agent
SAPPHIRE VP: Plan of Liquidation Declared Effective

SEARCHMEDIA HOLDINGS: Phillip Frost Owns 10.5MM Ordinary Shares
SHEEHAN MEMORIAL: Voluntary Chapter 11 Case Summary
SIAG AERISYN: Has Until Oct. 31 to Propose Chapter 11 Plan
STEREOTAXIS INC: J. Keegan and R. Messey Elected to Board
SUNRISE SENIOR: Fitch Says Acquisition Won't Affect Ratings

SUPERIOR PLUS: DBR Confirms 'BB(high)' Issuer Rating
TOWER OAKS: Bankruptcy Judge Dismisses Chapter 11 Case
TOWER OAKS: Taps Christopher Fogleman on Foreclosure Proceedings
TOWER OAKS: Wants to Hire Hughes & Bentzen as Bankruptcy Counsel
TRANS-LUX CORP: Henry Hackel Discloses 4.9% Equity Stake

TRIBUNE CO: Cablevision Blacks Out Tribune Stations Over Fee Spat
TRIBUNE CO: Bank Debt Trades at 25% Off in Secondary Market
TRUSTWORTHY RADIO: Files for Chapter 11 Bankruptcy in Utah
TVGA ENGINEERING: Case Summary & 20 Largest Unsecured Creditors
TXU CORP: Bank Debt Trades at 33% Off in Secondary Market

TXU CORP: Bank Debt Trades at 27% Off in Secondary Market
UTSTARCOM HOLDINGS: To Hold 2012 Annual Meeting on Sept. 28
VIKING SYSTEMS: Enters Into New Executive Agreements

* Tropical Storm Isaac Closes Courthouses in 5th Circuit

* Nine Mintz Levin Bankruptcy Attorneys Lauded

* Large Companies With Insolvent Balance Sheet

                            *********

1701 COMMERCE: Court Requires $1MM Bond to Keep Automatic Stay
--------------------------------------------------------------
One day prior to the scheduled hearing to approve the disclosure
statement explaining 1701 Commerce LLC's plan of reorganization,
Bankruptcy Judge Dennis Michael Lynn ruled on the request of
Dougherty Funding, LLC, to dismiss the Chapter 11 case and another
request for relief from the automatic stay.

In his ruling on Aug. 23, Judge Lynn denied the Motion to Dismiss.
As to the request for stay relief, Judge Lynn said the automatic
stay would terminate at 10:00 a.m. local time on Aug. 24, 2012,
unless, prior to such time, the Debtor deposits in the court's
registry $1 million, in the form of cash (or a cash equivalent
satisfactory to the court), in which event the stay will continue.

Judge Lynn said, if the Debtor posts the deposit, the Debtor will
have until Nov. 24, 2012 to obtain a Court order confirming a plan
of reorganization, provided, however, the Debtor must pay to
Dougherty by Sept. 5, 2012, October 5, 2012, and Nov. 5, 2012 the
additional sum of $241,000.  If the Debtor has not obtained a
confirmation order by Nov. 24, 2012, the automatic stay and the
exclusive right of the Debtor to propose and solicit acceptances
of a plan will terminate.

The ruling further provides that, if the Debtor (or one of its
affiliates) posts the cash bond and timely confirms a plan, the
Deposit will be disposed of as provided in the plan.

If the Debtor (or one of its affiliates) posts the cash bond but
does not timely obtain a confirmation order, the cash bond will be
disposed of as follows: first in payment to Dougherty of any
deficiency in its collateral to satisfy its claims, such
deficiency to be determined by the Court; second in payment of all
administrative expenses allowable under 11 U.S.C. Sections
507(a)(2) and 503(b); and third to Vestin Originations, Inc.

The Court conducted a hearing with respect to Dougherty's Motions
over a period of four days, and heard testimony from Craig Burr,
senior vice president of 1701 Commerce; and John Lewis Greisen,
senior vice president of Dougherty.  The Court also received into
evidence exhibits.

In 2007, Dougherty agreed to make a $39.6 million senior loan to
non-party Presidio Hotel Forth Worth, L.P. to purchase and
rehabilitate the property at 1701 Commerce Street, Fort Worth,
Texas, commonly known as the Sheraton Fort Worth Hotel and Spa.
The Senior Loan was secured by a first mortgage on the Property.
The balance now due on the Senior Loan is roughly $44.5 million.

After entering into the Senior Loan, Presidio needed further funds
to complete refurbishing of the Property and so entered into an
additional loan with Vestin, the Debtor's affiliate, for roughly
$10 million in subordinated financing.  Vestin took a second lien
on the Property to secure the Junior Loan and assigned the Junior
Loan and related security documents to three of its affiliates, in
early May 2008.

The Property has also received financial support and a commitment
to Presidio for future financial support in the form of a 20-year
tax agreement with the City of Fort Worth.  Since 2011, the
Property has been operated by Richfield Hospitality, Inc., a
professional hotel management company.  Richfield operates the
Property pursuant to a contract between it and Borrower.

When Presidio obtained the Junior Loan in May 2008, Dougherty and
Vestin entered into a Subordination and Intercreditor Agreement,
which established the rights of the respective secured creditors
in the Property, including the circumstances under which each
might foreclose.

During 2011, Presidio reported to Dougherty and the Vestin
Affiliates that it would have difficulty meeting its debt
obligations.  The Debtor, a wholly owned subsidiary of Vestin, was
created as a special purpose vehicle to take the place of the
Vestin Affiliates respecting the Property, thus limiting the
potential exposure of other assets of the Vestin Affiliates in the
future.  On Nov. 30, 2011, the Vestin Affiliates purported to
assign their interests pertaining to the Junior Loan to the
Debtor, pursuant to an assignment of deed of trust.  Dougherty
asserts that this assignment violates the Intercreditor Agreement.

In December 2011, Presidio defaulted on both the Senior Loan and
Junior Loan.  On Dec. 19, 2011, Dougherty sent Presidio a letter
notifying it of defaults.  On Jan. 4, 2012, the Debtor, as
successor in interest to the Vestin Affiliates, also sent Presidio
a letter notifying it of defaults.  On Jan. 17, 2012, the Debtor
posted the Property for a Feb. 7, 2012 foreclosure sale.

The foreclosure sale never occurred.  On Feb. 3, 2012, Dougherty
and Presidio filed suit in the 141st Judicial District Court of
Tarrant County, Texas, in which they unsuccessfully sought to
restrain the Debtor from foreclosing on the Property.  On Feb. 7,
2012, the day scheduled for the foreclosure, Presidio transferred
title to the Property to the Debtor via a deed-in-lieu of
foreclosure.  In exchange for executing the Deed-In-Lieu
Agreement, Presidio, and, in their capacity as guarantors of the
Junior Loan, Presidio's principals, received a complete release
from the Debtor of all claims and obligations arising from the
Junior Loan, conditioned only on the Deed-In-Lieu Agreement not
being subsequently overturned by judicial decision.

Dougherty then posted the Property for a March foreclosure.
Dougherty allegedly did so before Feb. 10, 2012, the day it
learned about Presidio's transfer of the Property to the Debtor.

The parties raised a dispute over the terms of Intercreditor
Agreement in state court when the Debtor obtained a temporary
restraining order prohibiting Dougherty from foreclosing on the
Property.  Vestin and the Debtor assert that the Intercreditor
Agreement prohibited Dougherty from interfering with the Debtor's
acquisition of the Property by the Deed-in-Lieu Agreement.
Dougherty asserts that the Intercreditor Agreement prohibited
Debtor from acquiring the Property through the Deed-in-Lieu
Agreement.

On March 26, 2012, the evening immediately prior to the
evidentiary hearing respecting dissolution or continuation of the
restraints provided by the TRO, the Debtor filed for chapter 11
bankruptcy, frustrating Dougherty's plan to proceed in state court
and Dougherty's planned foreclosure of the Property.

Following the Debtor's chapter 11 filing, the Debtor filed a plan
of reorganization and accompanying disclosure statement.  The
Debtor was not a party to the agreements between Presidio and,
inter alia, the City, Presidio's franchisor (Sheraton), and
Richfield, but the Debtor has taken steps to assume Presidio's
position vis-a-vis those entities.

Terms of the plan were reported in the July 23 edition of the
Troubled Company Reporter.

A copy of Judge Lynn's Aug. 23, 2012 Memorandum Opinion and Order
is available at http://is.gd/GM7Vfyfrom Leagle.com.

                       About 1701 Commerce

1701 Commerce LLC filed for Chapter 11 protection (Bankr. N.D.
Tex. Case No. 12-41748) on March 26, 2012.  1701 Commerce LLC was
previously named Presidio Ft. Worth Hotel LLC, but changed its
name to 1701 Commerce LLC, prior to the petition date to reduce
and minimize any potential confusion relating to an entity named
Presidio Fort Worth Hotel LP, an unrelated and unaffiliated
partnership that was the former owner of the hotel property owned
by the Debtor.

1701 Commerce LLC is a Nevada limited liability company whose
members are Vestin Realty Mortgage I, Inc., Vestin Mortgage Realty
II, Inc., and Vestin Fund III, LLC. 1701 Commerce LLC's operations
are managed by Richfield Hospitality Group, an independent
management company that is not affiliated with the Debtor or any
of its members.

1701 Commerce LLC owns and operates a full service "Sheraton
Hotel" located at 1701 Commerce, Fort Worth, Texas. The Debtor
also operates a Shula's steakhouse at the Hotel.

Judge D. Michael Ly1nn presides over the bankruptcy case.  The Law
Office of John P. Lewis, Jr., represents the Debtor.  The Debtor
disclosed $71,842,322 in assets and $44,936,697 in liabilities.


ALLY FINANCIAL: Files Form S-3ASR to Sell $3-Bil. of Term Notes
---------------------------------------------------------------
Ally Financial Inc. may offer to sell its notes from time to time.
While Ally initially is targeting an aggregate principal amount of
$3,000,000,000 of issuances of Ally Financial Term Notes, Ally has
registered an indeterminate amount of Ally Financial Term Notes
and may issue a greater aggregate principal amount of Ally
Financial Term Notes.  The specific terms of each Ally Financial
Term Note will be set prior to the time of sale and described in a
pricing supplement to this prospectus.

   * The Ally Financial Term Notes will mature from 9 months to 30
     years from date of issue, as specified in the applicable
     pricing supplement.
    
   * The Ally Financial Term Notes may be subject to redemption or
     repayment at Ally's option or the option of the holder, as
     specified in the applicable pricing supplement.

   * The Ally Financial Term Notes will bear interest at either a
     fixed or floating rate, as specified in the applicable
     pricing supplement.  The floating interest rate formula may
     be based on the Treasury Rate, the Prime Rate, or LIBOR.

   * Interest on fixed rate Ally Financial Term Notes will be paid
     monthly, quarterly, semi-annually or annually or as otherwise
     specified in the applicable pricing supplement.  Interest on
     floating rate Ally Financial Term Notes will be paid on dates
     specified in the applicable pricing supplement.

   * Unless otherwise specified in the applicable pricing
     supplement, the Ally Financial Term Notes will have minimum
     denominations of $1,000 increased in integral multiples of
     $1,000.

A copy of the Form S-3ASR is avialable for free at:

                        http://is.gd/5BFJRw

                        About Ally Financial

Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/--
is one of the world's largest automotive financial services
companies.  The company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  Ally operates as a bank
holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3% stake.  Private equity firm Cerberus Capital
Management LP keeps 14.9%, while General Motors Co. owns 6.7%.

Ally reported a net loss of $157 million in 2011, compared with
net income of $1.07 billion in 2010.  Net income was $310 million
for the three months ended March 31, 2012.

The Company's balance sheet at June 30, 2012, showed $178.56
billion in total assets, $160.19 billion in total liabilities and
$18.36 billion in total equity.

                           *     *     *

In February 2012, Fitch Ratings downgraded the long-term Issuer
Default Rating (IDR) and the senior unsecured debt rating of Ally
Financial and its subsidiaries to 'BB-' from 'BB'.  The Rating
Outlook is Negative.  The downgrade primarily reflects
deteriorating operating trends in ResCap, which has continued to
be a drag on Ally's consolidated credit profile, as well as
exposure to contingent mortgage-related rep and warranty and
litigation issues tied to ResCap, which could potentially impact
Ally's capital and liquidity levels.

As reported by the TCR on May 22, 2012, Standard & Poor's Ratings
Services revised its outlook on Ally Financial Inc. to positive
from stable.  At the same time, Standard & Poor's affirmed its
ratings, including its 'B+' long-term counterparty credit and 'C'
short-term ratings, on Ally.  "The outlook revision reflects our
view of potentially favorable implications for Ally's credit
profile arising from measures the company announced May 14, 2012,
designed to resolve issues relating to Residential Capital LLC,
Ally's troubled mortgage subsidiary," said Standard & Poor's
credit analyst Tom Connell.

In the May 28, 2012, edition of the TCR, DBRS, Inc., has placed
the ratings of Ally Financial Inc. and certain related
subsidiaries, including its Issuer and Long-Term Debt rating of BB
(low), Under Review Developing.  This rating action follows the
decision by Ally's wholly owned mortgage subsidiary, Residential
Capital, LLC (ResCap) to file a pre- packaged bankruptcy plan
under Chapter 11 of the U.S. Bankruptcy Code.


AMERICAN AIRLINES: Gives Details on New FAs Contract
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports AMR Corp. filed papers on Aug. 24 to receive formal court
approval for the new union contract the flight attendants ratified
this month.  The approval hearing will take place Sept. 11.

According to the report, for accepting a new six-year contract in
lieu of forcing the judge to impose concessions, the Association
of Professional Flight Attendants was given several benefits.
Under a reorganization plan, the flight attendants' union will
receive 3% of the company's new stock as compensation for the
concessions.

The report relates that courts have held that unions otherwise
don't have claims for damages if a contract is terminated by the
judge.  The union will receive as much as $7 million to reimburse
expenses incurred in connection with the new contract.  There is a
modified most-favored-nations clause, where AMR must receive the
same percentage concessions from pilots or else the cabin workers'
contract will be adjusted.

The report notes that the new contract freezes the defined-benefit
pension plan and initiates a defined-contribution plan.  The cabin
attendants will each receive a $1,500 bonus, plus wage increases
under the new contract.  The new contract is designed to save $195
million a year, or 17%, based on union wages and benefits before
the concessions.  Going into discussions with the union, AMR was
asking for 20%.

The Bloomberg report discloses that AMR has a Sept. 4 hearing
where the airline will ask the judge to impose a modified contract
on the pilots.  AMR made two changes in provisions the judge ruled
to be in excess of what the airline needs.

                      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: Armor Defense Offers to Buy $1MM Shares Anew
--------------------------------------------------------------
Armor Defense Systems, Inc., offered to purchase for a tax-free
share exchange up to $1,101,743 in value of shares of common
stock, $0.001 par value per share of American Defense Systems,
Inc., upon the terms and subject to the conditions set forth in
the Offer to Purchase, dated Aug. 23, 2012.

The Offer is being made pursuant to a Section 253 of the Delaware
General Corporation Law.  Specifically, assuming a minimum of 90%
of the issued and outstanding share of American Defense elect to
tender pursuant to the offer, American Defense and Armor Defense
will enter in to Agreement and Plan of Merger.  The Merger
Agreement will provide, among other things, that pursuant to the
Offer and subject to certain conditions, Armor Defense will be
merged with and into American Defense, with Subject Company
continuing as the surviving corporation.  In the Merger, each
share outstanding immediately prior to the effective time of the
Merger will be canceled and converted into the right to receive
one share of Armor Defense.   Under no circumstances will interest
be paid on the purchase price for the Securities, regardless of
any extension of the Offer or any delay in making payment for the
Securities.

As reported by the TCR on June 20, 2012, Armor Defense offered to
purchase for a tax-free share exchange up to $1,542,441 in value
of shares of common stock, $0.001 par value per share of American
Defense.  The Offer was subsequently withdrawn.  No securities
were sold in connection with this tender offer and no tender of
American Defense securities occurred.

A copy of the Tender Offer Statement is available for free at:

                         http://is.gd/KXpgrN

                       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.

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.


AMERICAN NATURAL: Paul Ross Discloses 19.9% Equity Stake
--------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Paul Alexander Ross and his affiliates disclosed that,
as of July 31, 2012, they beneficially own 5,597,057 shares of
common stock of American Natural Energy Corporation representing
19.9% of the shares outstanding.  A copy of the filing is
available for free at http://is.gd/tEgvxR

                      About American Natural

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

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

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

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


ATP OIL: Common Stock Ceases Trading on NASDAQ
----------------------------------------------
ATP Oil & Gas Corporation received a letter from The NASDAQ Stock
Market notifying the Company that in accordance with Listing Rules
5101, 5110(b), and IM-5101-1, the staff of NASDAQ has determined
that the Company's common stock will be delisted from NASDAQ.

The NASDAQ staff reached its decision under NASDAQ Listing Rules
5101, 5110(b), and IM-5101-1 based upon the Company's bankruptcy
filing and the associated public interest concerns raised by it,
concerns regarding the residual equity interest of the existing
listed securities holders and concerns about the Company's ability
to sustain compliance with all requirements for continued listing
on NASDAQ.  The delinquent filing of the Company's Form 10-Q for
the period ended June 30, 2012, serves as an additional basis.

Given the continued listing requirements, the early status of the
bankruptcy case and the demands the bankruptcy case has posed on
the Company's resources, the Company does not plan to appeal the
NASDAQ staff's determination to delist the Company's common stock.
Accordingly, trading of the Company's common stock will be
suspended at the opening of business on Aug. 29, 2012, and a Form
25-NSE will be filed with the Securities and Exchange Commission,
which will remove the Company's common stock from listing and
registration on NASDAQ.

After the Company's common stock is delisted by NASDAQ, it may
trade on the OTC Markets Group Inc. or the OTC Bulletin Board.
The Company's stock will be eligible for trading only on the Pink
Sheets unless and until it is eligible for trading on the OTCBB.
OTCBB trading may occur only if a market maker applies to quote
the Company's common stock; however, a potential market maker's
application to quote the Company's common stock on OTCBB will not
be cleared until the Company is current in its reporting
obligations under the Securities Exchange Act of 1934.  There is
no assurance that the Company will become current in its reporting
obligations, that any market maker will apply to quote the
Company's common stock or that the Company's common stock will
become eligible to trade on the OTCBB.

                           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.


B&T OLSON: Bush Strout Approved as Bankruptcy Counsel
-----------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
authorized B&T Olson Family LLC to employ Bush Strout & Kornfeld
as bankruptcy counsel.

As reported in the Troubled Company Reporter on May 22, 2012, the
Bankruptcy Court approved on a conditional basis, subject to
final approval after notice and hearing, the employment of Bush
Strout to represent the Debtor.

Prepetition, the Debtor provided BSK with a $100,000 retainer on
April 26, 2012; $34,573 of the retainer was applied in payment of
BSK's prepetition fees and costs.  There is $65,426 remaining.

BSK represents no other entity in connection with the Debtor's
case, is not a creditor, is disinterested as that term is defined
in 11 U.S.C. Sec. 101(14), and represents or holds no interest
adverse to the interest of the estate with respect to the matters
on which it is to be employed.

                      About B&T Olson Family

Snohomish, Washington-based B&T Olson Family LLC filed for
Chapter 11 protection (Bankr. W.D. Wash. Case No. 12-14352) on
April 26, 2012, in Seattle on April 26, 2012.  B&T Olson
disclosed $18.3 million in assets and $17.5 million in assets in
its schedules.  The Debtor owns six properties in Lake Stevens,
Stanwood, and Camano Island, Washington.  Four properties worth
$16 million secure $12 million of debt to Opus Bank.  Brett T.
Olson and Christina L. Olson own the Debtors.

Judge Karen A. Overstreet oversees the case.  James L. Day, Esq.,
and Katriana L. Samiljan, Esq., at Bush Strout & Kornfeld LLP,
serve as the Debtor's counsel.

Opus Bank is represented by Brian C. Free, Esq., and Amit D.
Ranade, Esq., at Hillis Clark Martin & Peterson P.S.


B&T OLSON: Bankr. Judge OKs Hutchison for Detainer Action
---------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
authorized B&T Olson Family LLC to employ Hutchison & Foster as
special counsel.

HF's services would include legal advice and representation with
respect to the enforcement of the Debtor's rights and remedies
against tenants as necessary.  This would include, but not be
limited to, the commencement of a forcible detainer action against
the Debtor's tenant, Stanwood Physical Therapy in the Debtor's
Downtown Port Susan Building.  SPT is unlawfully occupying certain
vacant space that is adjacent to the space leased by SPT, has
caused damages to the premises.

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

                      About B&T Olson Family

Snohomish, Washington-based B&T Olson Family LLC filed for
Chapter 11 protection (Bankr. W.D. Wash. Case No. 12-14352) on
April 26, 2012, in Seattle on April 26, 2012.  B&T Olson
disclosed $18.3 million in assets and $17.5 million in assets in
its schedules.  The Debtor owns six properties in Lake Stevens,
Stanwood, and Camano Island, Washington.  Four properties worth
$16 million secure $12 million of debt to Opus Bank.  Brett T.
Olson and Christina L. Olson own the Debtors.

Judge Karen A. Overstreet oversees the case.  James L. Day, Esq.,
and Katriana L. Samiljan, Esq., at Bush Strout & Kornfeld LLP,
serve as the Debtor's counsel.

Opus Bank is represented by Brian C. Free, Esq., and Amit D.
Ranade, Esq., at Hillis Clark Martin & Peterson P.S.


B&T OLSON: Kidder Mathews Approved as Valuation Consultant
----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
authorized B&T Olson Family LLC to employ Kidder Mathews as
valuation consultant with respect to the Debtor's real properties.

KM's services would include consultation and analysis with respect
to the value of the properties, and testimony as necessary with
respect to same.

KM is expected to facilitate the Debtor's ability to formulate a
plan of reorganization and support its liquidation analysis, and
to respond to motions for relief from the automatic stay that have
been or may be filed.

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

                      About B&T Olson Family

Snohomish, Washington-based B&T Olson Family LLC filed for
Chapter 11 protection (Bankr. W.D. Wash. Case No. 12-14352) on
April 26, 2012, in Seattle on April 26, 2012.  B&T Olson
disclosed $18.3 million in assets and $17.5 million in assets in
its schedules.  The Debtor owns six properties in Lake Stevens,
Stanwood, and Camano Island, Washington.  Four properties worth
$16 million secure $12 million of debt to Opus Bank.  Brett T.
Olson and Christina L. Olson own the Debtors.

Judge Karen A. Overstreet oversees the case.  James L. Day, Esq.,
and Katriana L. Samiljan, Esq., at Bush Strout & Kornfeld LLP,
serve as the Debtor's counsel.

Opus Bank is represented by Brian C. Free, Esq., and Amit D.
Ranade, Esq., at Hillis Clark Martin & Peterson P.S.


B&T OLSON: Windermere Real Approved as Exclusive Listing Agent
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
authorized B&T Olson Family LLC to employ Windermere Real Estate -
C.I.R., Inc., as exclusive listing agent for the Port Susan
Property, and Camano Properties.

Windermere is expected to act as exclusive listing agent for the
sale of the real property commonly known as:

   1. 9612 270th Street NW, Stanwood, Washington, together with
      all improvements to that real property (the Port Susan
      Property); and

   2. Buildings D, E & F, and G, located at 848 N. Sunrise Blvd.,
      Camano Island, Washington, together with all improvements to
      that real property.

The Port Susan Property is listed for $4,500,000, while Building D
of the Camano Properties will be listed for $999,000.  Building E
& F of the Camano Properties will be listed for $1,598,000.
Building G of the Camano Properties will be listed for $759,000.

The Debtor will pay a commission to Windermere equal to 5% of the
final sales price received by the seller for the Port Susan
Property and the Camano Properties.  Any sale of the Port Susan
Property and the Camano Properties would be subject to further
Court order.

Additionally, Windermere will also serve as exclusive listing
agent for the lease of approximately:

   -- 21,000 square feet within the Port Susan Property pursuant
      to the Sale Listing Agreement; and

   -- 5,000 square feet within Building E & F and the lease of
      approximately 1,000 square feet of Building G of the Camano
      Properties pursuant to the Lease Listing Agreement.

The Port Susan Property will be listed for lease at a starting
rent of $0.50 per square foot plus triple net, with rent increases
after six months subject to negotiation and to be based on the
viability of the tenant and proposed term of the lease.

The Camano Properties will be listed for lease at a starting rent
of $0.50 per square foot plus triple net, with rent increases
after six months subject to negotiation and to be based on the
viability of the tenant and proposed term of the lease.

The commission to be split between Windermere and the lessee's
agent is also subject to negotiation.  Typically in commercial
lease agreements the agents' commission is five percent of the net
rent to be paid under the lease.  Any lease of the Port Susan
Property and Camano Properties would be subject to further Court
order.

                      About B&T Olson Family

Snohomish, Washington-based B&T Olson Family LLC filed for
Chapter 11 protection (Bankr. W.D. Wash. Case No. 12-14352) on
April 26, 2012, in Seattle on April 26, 2012.  B&T Olson
disclosed $18.3 million in assets and $17.5 million in assets in
its schedules.  The Debtor owns six properties in Lake Stevens,
Stanwood, and Camano Island, Washington.  Four properties worth
$16 million secure $12 million of debt to Opus Bank.  Brett T.
Olson and Christina L. Olson own the Debtors.

Judge Karen A. Overstreet oversees the case.  James L. Day, Esq.,
and Katriana L. Samiljan, Esq., at Bush Strout & Kornfeld LLP,
serve as the Debtor's counsel.

Opus Bank is represented by Brian C. Free, Esq., and Amit D.
Ranade, Esq., at Hillis Clark Martin & Peterson P.S.


BEST UNION: Taps Sabaratnam & Associates as Bankruptcy Counsel
--------------------------------------------------------------
The Best Union asks the U.S. Bankruptcy Court for the Central
District of California for permission to employ Mufthiha
Sabaratnam, Esq., at Sabaratnam & Associates as bankruptcy
counsel.

The firm received $15,000 payment from 3rd party, CKL Investment
Corporation, for services rendered to Debtor pre-filing.  The
firm also received just prior to filing, $5000 as a prepetition
retainer to be disbursed only pursuant to the provisions of the
Application and the Court's order with respect to the application.
A separate check for $1,046 for filing fees was also paid to the
firm by CKL Investment Corporation.

The attorney expects that her compensation will be based upon a
combination of factors, including without limitation: customary
hourly fees $300 to Ms. Sabaratnam; $250 per hour for associate
attorneys; and $65 per hour for paralegals, in addition to costs
and expenses.

                       About The Best Union

West Covina, California-based, The Best Union LLC, owns properties
in West Covina and Fresno, California.  Bank of China and SPCP
Group V, LLC, have secured claims of $5.888 million and
$2.255 million, respectively.  The West Covina property generated
income of $752,000 last year.  The Fresno property generated
income of $251,000 in 2011.

The Company filed for Chapter 11 protection (Bankr. C.D. Calif.
Case No. 12-32503) on June 28, 2012.  Bankruptcy Judge Peter
Carroll presides over the case.  Mufthiha Sabaratnam, Esq., at
Sabaratnam and Associates represents the Debtor in its
restructuring effort.  The Debtor has scheduled assets of
$11,431,364, and scheduled liabilities of $9,195,179.  The
petition was signed by James Lee, manager.


BRAFFITS CREEK ESTATES: Files for Chapter 11 in Las Vegas
---------------------------------------------------------
Braffits Creek Estates, LLC, filed a bare-bones Chapter 11
petition (Bankr. D. Nev. Case No. 12-19780) on Aug. 23, 2012.

Braffits, a single asset real estate, owns raw land located 3200
Subdivision, in Iron County, Utah.  The Debtor estimated assets of
at least $10 million and debts of $1 million to $10 million.

According to the case docket, a meeting of creditors under 11
U.S.C. Sec. 341(a) is scheduled for Sept. 27, 2012, at 1:00 p.m.

The Debtor is represented by David J. Winterton, Esq., in Las
Vegas.


BROADWAY FINANCIAL: Receives Non-Compliance Notice from NASDAQ
--------------------------------------------------------------
Broadway Financial Corporation received a letter, dated Aug. 20,
2012, from the Nasdaq Listing Qualifications Department stating
that the Company is not in compliance with Nasdaq Listing Rule
5250(c)(1) because the Company has not yet filed with the
Securities and Exchange Commission its quarterly report on Form
10-Q for the second quarter of 2012.

Rule 5250(c)(1) requires that Nasdaq listed companies file their
required periodic financial reports with the SEC on a timely
basis.  The Company is not able to complete its financial
statements as of and for the quarter ended June 30, 2012, and
therefore is not able to complete preparation of its second
quarter 2012 Form 10-Q, because the Company has concluded that the
consolidated financial statements of the Company and its wholly
owned subsidiary, Broadway Federal, for the year ended Dec. 31,
2011, and the related discussion of results of operations and
financial condition included in the Company's annual report on
Form 10-K for the year ended Dec. 31, 2011, should be restated and
should no longer be relied on.  Management also concluded that the
Company's previously issued earnings release summarizing the
Company's financial results for the first quarter of 2012,
including the summary financial statements included therein,
should be revised and should no longer be relied upon.  This
caused the delay in the filing of the second quarter 2012 Form
10-Q.

Under the Listing Rules of the Nasdaq Small-Cap Market, the
Company must submit a plan to Nasdaq within 60 calendar days from
the date of its receipt of the Nasdaq letter for coming into
compliance with Listing Rule 5250(c)(1).  If Nasdaq accepts the
plan, the Listing Rules further provide that Nasdaq may grant an
exception to the Company of up to 180 calendar days from the
original due date of the Company's Form 10-Q, or until Nov. 19,
2012, to regain compliance with Listing Rule 5250(c)(1).  The
Company expects to file its second quarter 2012 Form 10-Q by
Sept. 30, 2012.

                     About Broadway Financial

Los Angeles, Calif.-based Broadway Financial Corporation was
incorporated under Delaware law in 1995 for the purpose of
acquiring and holding all of the outstanding capital stock of
Broadway Federal Savings and Loan Association as part of the
Bank's conversion from a federally chartered mutual savings
association to a federally chartered stock savings bank.  In
connection with the conversion, the Bank's name was changed to
Broadway Federal Bank, f.s.b.  The conversion was completed, and
the Bank became a wholly owned subsidiary of the Company, in
January 1996.

The Company is currently regulated by the Board of Governors of
the Federal Reserve System ("FRB").  The Bank is currently
regulated by the Office of the Comptroller of the Currency ("OCC")
and the Federal Deposit Insurance Corporation ("FDIC").

Crowe Horwath LLP, in Costa Mesa, California, issued a "going
concern" qualification on the financial statements for the year
ended Dec. 31, 2011.  The independent auditors noted that the
Company has a tax sharing liability to its consolidated subsidiary
that exceeds its available cash.  The liability will be settled
pursuant to the tax sharing agreement on or before April 2, 2012,
at which point the Company will run out of operating cash.  "In
addition, the Company is in default under the terms of a $5
million line of credit with another financial institution lender.
Finally, the Company has sustained recurring operating losses
mainly caused by elevated levels of loan losses, and as discussed
in Note 15, the Company and its Bank subsidiary, Broadway Federal
Bank are both under formal regulatory agreements."

The Company's balance sheet at March 31, 2012, showed $413.38
million in total assets, $390.59 million in total liabilities and
$22.79 million in total stockholders' equity.


CHRIST HOSPITAL: Sale Order Also Binding on Alleged Lienholders
---------------------------------------------------------------
The Hon. Morris Stern of the U.S. Bankruptcy Court for the
District of New Jersey ordered that alleged lienholders in the
Chapter 11 case of Christ Hospital in Jersey City, N.J., will be
bound by the sale order with the same force and effect as all
other creditors bound to the sale order, and any objection to the
same is overruled.  The order was entered after certain alleged
lienholders were omitted from service of the original sale motion
and sale order.

                       About Christ Hospital

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

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

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

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

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

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

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

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

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


CIRCLE ENTERTAINMENT: Borrows $400,000 from Directors, Owners
-------------------------------------------------------------
On Aug. 16 through Aug. 17, 2012, certain of the directors,
executive officers and greater than 10% stockholders of Circle
Entertainment Inc. made unsecured demand loans to the Company
totaling $400,000, bearing interest at the rate of 6% per annum.

The Company intends to use the proceeds from the Loans to fund
working capital requirements and for general corporate purposes.
Because certain of the directors, executive officers and greater
than 10% stockholders of the Company made the Loans, a majority of
the Company's independent directors approved the transaction.

On Aug. 23, 2012, a Termination and Settlement Agreement was
entered into by the Company, terminating the Exclusive License
Agreement and the Development Agreement between Circle
Entertainment SV-I, LLC, the Company's wholly owned subsidiary, US
ThrillRides, LLC, and William J. Kitchen relating to the SkyView
technology.  The principal terms of the Termination and Settlement
Agreement are as follows:

   1. The parties to the Original Agreements have released each
      other from all obligations thereunder.

   2. Circle will have the right, but not the obligation, to use
      the SkyView escape technology in as many as four wheel
      amusement rides: one in Orlando, Florida and three others at
      sites to be designated within 36 months.  Each designated
      site will be protected by a 100 mile geographic radius
      against competing wheel amusement rides affiliated with
      Kitchen/USTR.

   3. To the extent that there are any improvements made in the
      escape system, Kitchen will be the owner of those
      improvements.

   4. Circle has paid $290,000 towards legal fees purportedly due
      under the Original Agreements in connection with protecting
      Kitchen's intellectual property through patent filings and
      certain pending third party litigation and will be required
      to pay up to an additional $150,000 for related legal fees
      incurred by Kitchen.  Circle has also paid $40,000 to
      reimburse Kitchen/USTR for expenses incurred by them under
      the Original License Agreement.

   5. Circle will pay Kitchen a one-time $4 million royalty upon
      the earlier of (x) the closing of a loan or financing for
      Circle's pending Orlando, Florida project or (y) Dec. 31,
      2012, and will continue paying $55,000 per month to
      Kitchen/USTR under the Original License Agreement until the
      $4 million royalty is paid.  Fifty percent of each $55,000
      monthly payment will be credited against the $4 million
      royalty, as long as the $4 million royalty is paid timely.
      If no loan or financing for the Orlando, Florida project has
      been closed by September 30, 2012, Circle needs to advance
      $250,000 against the $4 million royalty.

   6. Circle will provide a letter of support to Kitchen/USTR in
      certain pending third party litigation relating to the
      SkyView technology.

On Aug. 19, 2012, Robert Sudack, an independent member of the
Company's board of directors, passed away.

On Aug. 23, 2012, the Company's board of directors reduced the
number of directors from seven to six to eliminate the vacancy
created by the death of Mr. Sudack.

                     About Circle Entertainment

New York City-based Circle Entertainment Inc. has been pursuing
the development and commercialization of its new location-based
entertainment line of business since Sept. 10, 2010, which has and
will continue to require significant capital and financing.  The
Company does not currently generate any revenues from this new
line of business.  The Company has no long-term financing in place
or commitments for such financing to develop and commercialize its
new location-based entertainment line of business.

As reported in the TCR on March 30, 2012, L.L. Bradford & Company,
LLC, in Las Vegas, Nevada, expressed substantial doubt about
Circle Entertainment'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 limited available cash, has a working capital deficiency and
will need to secure new financing or additional capital in order
to pay its obligations.

The Company's balance sheet at June 30, 2012, showed $7 million in
total assets, $16.50 million in total liabilities and a $9.50
million total stockholders' deficit.


CIRCUS AND ELDORADO: Black Diamond Wants to File Alternative Plan
-----------------------------------------------------------------
Black Diamond Capital Management, L.L.C., asks the U.S. Bankruptcy
Court for the District of Nevada to terminate Circus And Eldorado
Joint Venture, et al.'s exclusive periods to file and solicit
acceptances for the proposed Plan.

Black Diamond serves as a direct or indirect holder and beneficial
owner of secured mortgage notes issued under an indenture dated as
of March 5, 2002, by and between The Bank of New York, as
indenture trustee, and Silver Legacy Capital Corporation and
Circus and El Dorado Joint Venture, as co-issuers.

Black Diamond says it is ready, willing, and able to file a plan
of reorganization that will be superior to the Debtors' Plan on
multiple levels.

According to Black Diamond, its plan would, among other things:

   -- materially enhance Mortgage Noteholders' recoveries relative
      to both the Debtors' consensual and non-consensual
      alternatives;

   -- not wrongly circumvent the absolute priority rule;

   -- not artificially impair unsecured creditors to gerrymander
      an impaired consenting class; and

   -- not require vigorously contested cram-up litigation.

                   Debtors' Plan Hearing Delayed

The Court has continued the hearing until Sept. 20, 2012, at 10
a.m., to consider the confirmation of the Chapter 11 plan proposed
by the Debtors.  Objections to the Debtors' First Amended Plan of
Reorganization., if any, are due Sept. 14.

As reported in the July 12, edition of the TCR, according to the
Disclosure Statement, the Plan proposes to treat claims as
follows:

   Class    Claims/Interest           Treatment
   -----    ---------------           ---------
     1    Other Secured Claims     Paid in full in Cash or
                                   otherwise left Unimpaired

     2    Other Priority Claims    Paid in full in Cash or
                                   otherwise left Unimpaired

     3    Mortgage Note Claims     If Class 3 Acceptance
                                   occurs, each holder will
                                   receive its respective Pro
                                   Rata share of (i) the Class 3
                                   Consensual Cash Distribution
                                   and (ii) the New Second Lien
                                   Notes.

                                   If Class 3 Acceptance does
                                   not occur, each holder will
                                   receive its pro rata share of
                                   (i) the Class 3 Cram-Down Cash
                                   Distribution and (ii) the
                                   Cram-Down Notes.

     4    US Foods Secured Claims  Paid in full in Cash, but no
                                   payment of accrued interest on
                                   the Allowed US Foods Secured
                                   Claim

     5    General Unsecured Claims Paid in full in Cash in four
                                   equal quarterly installments,
                                   the last of which will occur no
                                   later than one year after the
                                   Effective Date, with interest
                                   accruing at a rate of 5% per
                                   annum from the Petition Date
                                   through the date that the
                                   Allowed General Unsecured Claim
                                   is paid in full, provided that,
                                   in the event that any
                                   distribution to be made to
                                   a Holder of an Allowed
                                   General Unsecured Claim
                                   (on account of the principal
                                   amount of such Allowed General
                                   Unsecured Claims) in the
                                   aggregate totals less than
                                   $15,000, the Debtors, the
                                   Reorganized Debtors, and
                                   the Disbursing Agent, as
                                   applicable, will make
                                   any distribution in a
                                   single lump sum on the
                                   Effective Date, without
                                   interest.

     6     Equity Interests        Rights remain unaltered by
                                   the Plan.

A copy of the Amended Disclosure Statement is available for free
at http://bankrupt.com/misc/CIRCUS_ds_1amended.pdf

                     About Circus and Eldorado

Circus and Eldorado Joint Venture and Silver Legacy Capital Corp.
filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case Nos. 12-51156
and 12-51157) on May 17, 2012.

Circus and Eldorado Joint Venture owns and operates the Silver
Legacy Resort Casino, a 19th century silver mining themed hotel,
casino and entertainment complex located in downtown Reno, Nevada.
The casino and entertainment areas at Silver Legacy are connected
by skyway corridors to the neighboring Eldorado Hotel & Casino and
the Circus Circus Hotel and Casino, each of which are owned by
affiliates of the Debtors.  Together, the three properties
comprise the heart of the Reno market's prime gaming area and room
base.

Silver Legacy Capital is a wholly owned subsidiary of the Joint
Venture and was created and exists for the sole purpose of serving
as a co-issuer of the mortgage notes due 2012.  SLCC has no
operations, assets or revenues.

Eldorado Hotel & Casino and Circus Circus Hotel and Casino are not
debtors in the Chapter 11 cases.

The Company did not make the required principal payment of its
10.125% mortgage notes on the maturity date of March 1, 2012.  The
company also elected not to make the scheduled interest payment.

As a result, an aggregate of $142.8 million principal amount of
Notes were outstanding and accrued interest of $7.23 million on
the Notes, as of March 1, 2012, is due and payable.

The Debtors have entered into a Restructuring Support Agreement
with Capital Research and Management Company, a holder of a
substantial portion of the mortgage notes.  A copy of the RSA
dated March 15, 2012, is available for free at http://is.gd/diDPh3
The RSA contemplates a proposed plan will be filed no later than
June 1, 2012.   The plan will contain creditor treatments that
have already been negotiated with and agreed to by creditor
constituents.  The Debtors will seek approval of the explanatory
disclosure statement within 45 days after the Petition Date and
obtain confirmation of the Plan 60 days later.

Judge Bruce T. Beesley presides over the case.  Paul S. Aronzon,
Esq., and Thomas P. Kreller, Esq., at Milbank, Tweed, Hadley &
McCloy LLP; and Sallie B. Armstrong, Esq., at Downey Brand LLP,
serve as the Debtors' counsel.  The Debtors' financial advisor is
FTI Consulting Inc.  The claims agent is Kurtzman Carson
Consultants LLC.

The Bank of New York Mellon Trust Company, N.A., the trustee for
the Debtors' 10-1/8% Mortgage Notes due 2012, is represented by
Craig A. Barbarosh, Esq., and Karen B. Dine, Esq., at Pillsbury
Winthrop Shaw Pittman LLP.

Circus and Eldorado Joint Venture disclosed $264,649,800 in assets
and $158,753,490 in liabilities as of the Chapter 11 filing.
The petitions were signed by Stephanie D. Lepori, chief financial
officer.

The Plan dated June 1, 2012, pays much of its debt in cash and the
balance with new secured liens.

August B. Landis, Acting U.S. Trustee for Region 17, appointed
three creditors to serve in the Official Committee of Unsecured
Creditors in the Debtors' Chapter 11 cases.  Stutman, Treister &
Glatt Professional Corporation represents the Committee.


CONSOLIDATION SERVICES: Incurs $150,100 Net Loss in First Quarter
-----------------------------------------------------------------
Consolidation Services, Inc., filed on Aug. 23, 2012, its
quarterly report on Form 10-Q for the three months ended March 31,
2012.

The Company reported a net loss of $150,154 on $52,768 of oil and
gas revenues for the three months ended March 31, 2012, compared
with a net loss of $156,912 on $86,500 of oil and gas revenues for
the same period last year.

The Company's balance sheet at March 31, 2012, showed $1.8 million
in total assets, $821,633 in total liabilities, and stockholders'
equity of $954,230.

The Company is planning to raise additional funds through loans
and additional sales of its common stock.  The Company's ability
to meet its obligations and continue as a going concern is
dependent upon its ability to obtain additional financing,
achievement of profitable operations and/or the discovery,
exploration, development and sale of oil and gas reserves.

"Although the Company is pursuing additional financing, there can
be no assurance that the Company will be able to secure financing
when needed or to obtain such financing on terms satisfactory to
the Company, if at all," the Company said.

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

                       http://is.gd/4MZX4K

Las Vegas, Nev.-based Consolidation Services, Inc., was
incorporated in the State of Delaware on Jan. 26, 2007.  The
Company is engaged in the exploration and development of oil and
gas reserves in Kentucky and Tennessee.

                           *     *     *

GBH CPAs, PC, in Houston, Tex., expressed substantial doubt about
Consolidation Services' 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 sustained
recurring losses from operations, has inadequate working capital
to maintain or develop its operations, and is dependent upon funds
from lenders, investors and the support of certain stockholders.


COTTON CENTER: Chapter 11 Case Summary & 3 Unsecured Creditors
--------------------------------------------------------------
Debtor: Cotton Center, LLC
        4545 E Shea Blvd Ste 242
        Phoenix, AZ 85028

Bankruptcy Case No.: 12-19031

Chapter 11 Petition Date: August 24, 2012

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

Judge: George B. Nielsen Jr.

Debtor's Counsel: Carlos M. Arboleda, Esq.
                  ARBOLEDA BRECHNER
                  4545 E. Shea Blvd., #120
                  Phoenix, AZ 85028
                  Tel: (602) 482-0123
                  Fax: (602) 482-4068
                  E-mail: arboledac@abfirm.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 unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/azb12-19031.pdf

The petition was signed by Edmund Coyne, member.


DAFFY'S INC: Files Schedules of Assets and Liabilities
------------------------------------------------------
Daffy's, Inc., filed with the U.S. Bankruptcy Court for the
Southern District of New York amended and restated schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $51,106,469
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $26,465,130
  E. Creditors Holding
     Unsecured Priority
     Claims                                           Unknown
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $10,338,623
                                 -----------      -----------
        TOTAL                    $51,106,469      $36,803,753

The Debtor disclosed assets of $51,106,469 and liabilities of
$36,646,856 in the previous version of the schedules.

A copy of the amended and restated schedules is available for free
at http://bankrupt.com/misc/DAFFYS_INC_sal.pdf

                        About Daffy's Inc.

Daffy's Inc., the 19-store chain selling discount designer brands
in the U.S. Northeast, will shut the business and has a bankruptcy
plan that would pay off creditors in full.

Daffy's, which has 1,162 employees, filed simultaneously with its
Aug. 1 bankruptcy petition a Chapter 11 plan that would pay all
holders of allowed claims in full, with interest.

An affiliate of JEMB Realty Corporation has agreed to purchase
Daffy's leasehold interests, certain real estate fixtures and
certain intellectual property.

The Debtor estimates that the proceeds received from the
liquidation of its inventory and the sale of its leasehold
interests will exceed at least $60 million to satisfy
approximately $37 million in claims.

The Debtor is represented by Andrea Bernstein, Esq., and Debra A.
Dandeneau, Esq., at Weil, Gotshal & Manges LLP.  Donlin, Recano &
Company, Inc., is the claims and notice agent.


DAFFY'S INC: Wants to Hire Weil Gotshal as Bankruptcy Attorneys
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on Aug. 27, 2012, at 10 a.m. (Eastern
Time), to consider Daffy's, Inc.'s request for permission to
employ Weil, Gotshal & Manges LLP as counsel.  Objections, if any,
were due Aug. 20, at 4 p.m.

Debra A. Dandeneau, member of the firm of Weil Gotshal, told the
Court the customary hourly rates of the firm are:

         Members and Counsel                  $790 - $1,075
         Associates                           $450 -   $760
         Paraprofessionals                    $175 -   $335

Mr. Dandeneau related that as of the Commencement Date, the amount
of the retainer was $101,766, which Weil has reflected on its
books and records as a credit balance in favor of the Debtor for
future professional services to be performed, and
expenses to be incurred.

Mr. Dandeneau assured the Court that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                        About Daffy's Inc.

Daffy's Inc., the 19-store chain selling discount designer brands
in the U.S. Northeast, will shut the business and has a bankruptcy
plan that would pay off creditors in full.

Daffy's, which has 1,162 employees, filed simultaneously with its
Aug. 1 bankruptcy petition a Chapter 11 plan that would pay all
holders of allowed claims in full, with interest.

An affiliate of JEMB Realty Corporation has agreed to purchase
Daffy's leasehold interests, certain real estate fixtures and
certain intellectual property.

The Debtor estimates that the proceeds received from the
liquidation of its inventory and the sale of its leasehold
interests will exceed at least $60 million to satisfy
approximately $37 million in claims.

The Debtor is represented by Andrea Bernstein, Esq., and Debra A.
Dandeneau, Esq., at Weil, Gotshal & Manges LLP.  Donlin, Recano &
Company, Inc., is the claims and notice agent.

In an amended schedules, the Debtor disclosed $51,106,469 in
assets and $36,803,753 in liabilities.


DCB FINANCIAL: 2nd Amendment to 1.3MM Shares Offering Prospectus
----------------------------------------------------------------
DCB Financial Corp. filed with the U.S. Securities and Exchange
Commission a pre-effective amendment no. 2 to the Form S-1
relating to the distribution of non-transferable rights to
subscribe for and purchase up to 1,307,799 common shares to
persons who owned the Company's common shares as of 5:00 p.m.,
Eastern Time, on the record date, [    ], 2012.

The Company has entered into agreements with certain standby
investors, pursuant to which those standby investors have agreed
to purchase, in a private offering to be closed after the
conclusion of the rights offering, either a minimum number of
common shares, or a certain number of the remaining common shares
that are not purchased through the exercise of rights, or both.
No standby investor will own 10% or more of the common shares
after completion of the rights offering and private offering.  The
maximum number of common shares to be issued by the Company in the
rights offering and the subsequent private offering will not
exceed 3,475,000 common shares.  There is no minimum amount
required for the Company to complete the rights offering.  Even if
the rights offering is not completed, at least 1,035,621 shares,
or approximately $3.9 million, will be raised through the private
offering.  This amount does not include the investment of certain
of the standby investors who have made their commitment to
purchase shares subject to the Company raising at least $13.0
million.

All common shares sold in the rights offering or pursuant to
agreements with standby investors will be at the $3.80
subscription price.

The Company's common shares are quoted on the Over-the-Counter
Bulletin Board, which we refer to as the OTCBB, under the trading
symbol "DCBF.OB."

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

                        http://is.gd/7i0MAv

                        About DCB Financial

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

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

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

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

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

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

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


DELTA PETROLEUM: DIP Lenders Forbearance Extended Until Aug. 30
---------------------------------------------------------------
Delta Petroleum Corporation previously reported entry into a
Forbearance Agreement, dated July 3, 2012, relating to its first
lien superpriority priming multi-draw term loan credit facility
entered into in December 2011 and subsequently amended.  Under the
Forbearance Agreement, the lenders under the DIP Credit Facility
agreed, subject to the satisfaction of certain conditions, and
provided there are no additional defaults, to forbear from
exercising their rights and remedies under the DIP Credit Facility
initially until July 16, 2012.  Pursuant to a Forbearance
Extension Letter, dated Aug. 16, 2012, the forbearance date has
been extended to Aug. 30, 2012.

                       About Delta Petroleum

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

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

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

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

Delta Petroleum has won approval for its disclosure statement
explaining the Chapter 11 reorganization plan.  The Court
confirmed Delta Petroleum's reorganization plan at the Aug. 15,
2012, hearing.


DEX MEDIA EAST: Bank Debt Trades at 39% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media East LLC
is a borrower traded in the secondary market at 60.95 cents-on-
the-dollar during the week ended Friday, Aug. 24, an increase of
5.85 percentage points from the previous week, according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The
Wall Street Journal.  The Company pays 250 basis points above
LIBOR to borrow under the facility.  The bank loan matures Oct.
24, 2014.  The loan is one of the biggest gainers and losers among
175 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

               About R.H. Donnelley & Dex Media East

Dex One, headquartered in Cary, North Carolina, is a local
business marketing services company that includes print
directories and online voice and mobile search.

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

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

                           *     *     *

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

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


DEX MEDIA WEST: Bank Debt Trades at 36% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media West LLC
is a borrower traded in the secondary market at 63.60 cents-on-
the-dollar during the week ended Friday, Aug. 24, an increase of
3.73 percentage points from the previous week according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The
Wall Street Journal.  The Company pays 450 basis points above
LIBOR to borrow under the facility.  The bank loan matures on Oct.
24, 2014, and carries Moody's Caa3 rating and Standard & Poor's D
rating.  The loan is one of the biggest gainers and losers among
175 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                About R.H. Donnelley & Dex Media

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun &
Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the U.S.
It offers print directory advertising products, such as yellow
pages and white pages directories.  R.H. Donnelley Inc., Dex
Media, Inc., and Local Launch, Inc., are the company's only direct
wholly owned subsidiaries.

Dex Media East LLC is a publisher of the official yellow pages and
white pages directories for Qwest Communications International
Inc. in the states, where Qwest is the primary incumbent local
exchange carrier, such as Colorado, Iowa, Minnesota, Nebraska, New
Mexico, North Dakota and South Dakota.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media
East LLC, Dex Media West LLC and Dex Media, Inc., filed for
Chapter 11 protection (Bank. D. Del. Case No. 09-11833 through 09-
11852) on May 28, 2009, after missing a $55 million interest
payment on its senior unsecured notes.  James F. Conlan, Esq.,
Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E. Bjork,
Esq., and Peter K. Booth, Esq., at Sidley Austin LLP, in Chicago,
represented the Debtors in their restructuring efforts.  Edmon L.
Morton, Esq., and Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor LLP, in Wilmington, Delaware, served as the
Debtors' local counsel.  The Debtors' financial advisor was
Deloitte Financial Advisory Services LLP while its investment
banker was Lazard Freres & Co. LLC.  The Garden City Group, Inc.,
served as claims and noticing agent.  The Official Committee of
Unsecured Creditors tapped Ropes & Gray LLP as its counsel, Cozen
O'Connor as Delaware bankruptcy co-counsel, J.H. Cohn LLP as its
financial advisor and forensic accountant, and The Blackstone
Group, LP, as its financial and restructuring advisor.  The
Debtors emerged from Chapter 11 bankruptcy proceedings at the end
of January 2010.

                           *     *     *

In early April 2012, Standard & Poor's Ratings Services raised its
corporate credit rating on Cary, N.C.-based Dex One Corp. and
related entities to 'CCC' from 'SD' (selective default). The
rating outlook is
negative.

"At the same time, we affirmed our issue-level rating on Dex Media
East Inc.'s $672 million outstanding term loan, Dex Media West
Inc.'s $594 million outstanding term loan, and R.H. Donnelley
Inc.'s $866 million outstanding term loan due 2014 at 'D'. The
recovery rating on these loans remains at '5', indicating our
expectation of modest (10% to 30%) recovery for lenders in the
event of a payment default," S&P said.

"The company's March 9, 2012 amendment allows for ongoing subpar
repurchases of its term debt until 2013, as long as certain
conditions are met. Additionally, on March 22, 2012, the company
announced the commencement of a cash tender offer to purchase a
portion of its senior subordinated notes due in 2017 below par.
The term loan and subordinated notes are trading at a significant
discount to their par values, providing the company an economic
incentive to pursue a subpar buyback. We believe that these
circumstances suggest a high probability of future subpar
buybacks, which are tantamount to default under our criteria," S&P
said.

"The 'CCC' corporate credit rating reflects our view that Dex
One's business will remain under pressure given the unfavorable
outlook for print directory advertising. We view the company's
rising debt leverage, low debt trading levels, weak operating
outlook, and steadily declining discretionary cash flow as
indications of financial distress. As such, we continue to assess
the company's financial risk profile as 'highly leveraged,' based
on our criteria. We regard the company's business risk profile as
'vulnerable,' based on significant risks of continued structural
and cyclical decline in the print directory sector. Structural
risks include increased competition from online and other
distribution channels as small business advertising expands across
a greater number of marketing channels," S&P said.


EFD LTD: Allows Capital Farm OK to Foreclose on Collateral
----------------------------------------------------------
The Hon. Craig A. Gargotta of the U.S. Bankruptcy Court for the
Western District of Texas signed an agreed order granting Capital
Farm Credit, FLCA relief from automatic stay in the Chapter 11
case of EFD, Ltd. doing business as Blanco San Miguel.

Capital Farm has requested for relief from the automatic stay, or,
alternatively, for adequate protection.

The agreed order provides for, among other things, subject to the
terms of the forbearance agreement dated May 1, 2012, the
automatic stay is terminated effective immediately to allow
Capital Farm to:

   1) foreclose its liens and security interest in all property of
      Debtor in which Capital Farm has an interest;

   2) exercise its right to redeem, offset, setoff, recoup, or
      otherwise apply the Collateral to the amounts owed by Debtor
      to Capital Farm; and

   3) exercise any or all of its other legal, contractual, and
      equitable rights in and to the Collateral and to apply
      proceeds from the disposition of the collateral to the
      indebtedness owed by Debtor to Capital Farm, which proceeds
      will be applied by Capital Farm in its sole discretion.

                          About EFD, Ltd.

Austin, Texas-based EFD, Ltd., dba Blanco San Miguel, fdba Blanco
San Miguel, Ltd., filed for Chapter 11 bankruptcy protection
(Bankr. W.D. Tex. Case No. 11-10846) on April 5, 2011.  Eric J.
Taube, Esq., at Hohmann Taube & Summers, LLP, in Austin, Texas,
serves as the Debtor's bankruptcy counsel.  The Company disclosed
$128,207,835 in assets and $30,395,205 in liabilities as of the
Chapter 11 filing.

The Debtor has withdrawn its Plan of Reorganization dated Aug. 12,
2011.  Secured creditor and party-in-interest Capital Farm Credit,
FLCA, asked the Court to deny the confirmation of Debtor's Plan
because the Debtor's Plan violates various provisions of both
sections 1129(a) and 1129(b) of the Bankruptcy Code or other
applicable authority.

The U.S. Trustee has not yet appointed an official committee of
unsecured creditors.  The U.S. Trustee reserves the right to
appoint such a committee should interest developed among the
creditors.


ELBIT VISION: Unveils Inspection System for Thin Glass
------------------------------------------------------
Elbit Vision Systems Ltd. unveiled a new product for thin,
lightweight glass fabric inspection during the production process.
This new product provides a defect map of the glass fabric, with
images, and creates a detailed report which includes instructions
for precise, efficient cutting, maximizing the yield of the
material.

The glass fabric industry, which supplies the key component for
printed circuit boards used in smart phones, tablets, and
televisions, has recently shifted towards lighter weight
materials.

Sam Cohen, CEO of EVS, commented, "This new solution has given us
a significant technical advantage over our competitors, and
positioned EVS as the industry leader in this new, lightweight
glass fabric inspection."

                        About Elbit Vision

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

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

Brightman Almagor Zohar & Co., in Tel Aviv, Israel, did not
include a "going concern" qualification in its report on the
Company's 2011 financial results.  The independent auditors
previously expressed substantial doubt about Elbit Vision Systems'
ability to continue as a going concern on the Company's 2010
annual report.  The independent auditors noted that the Company
incurred recurring losses from operations and accumulated deficit.


EMMIS COMMUNICATIONS: Completes Sale of KXOS-FM Station for $85MM
-----------------------------------------------------------------
Emmis Communications Corporation completed the sale of radio
station KXOS-FM (f/k/a KMVN-FM), Los Angeles, California, pursuant
to the Put and Call Agreement, as amended by the Third Amendment.
Emmis received gross proceeds from the sale of $85.5 million,
incurred approximately $1.9 million in transaction expenses and
tax obligations, retained $4 million for working capital purposes,
and is using the remaining $79.6 million to repay indebtedness
under Emmis' senior credit facility.

                    About Emmis Communications

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

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

                           *     *     *

Emmis carries Caa2 corporate family rating and a Caa3 probability
of default rating from Moody's.

In July 2011, Moody's Investors Service placed the ratings of
Emmis on review for possible upgrade following the company's
earnings release for 1Q12 (ended May 31, 2011) including
additional disclosure related to the pending sale of controlling
interests in three radio stations.  The sale of the majority
ownership to GCTR will generate estimated net proceeds of
approximately $100 million to $120 million, after taxes, fees and
related expenses.  Emmis will retain a minority equity interest in
the operations of the three stations and Moody's expects senior
secured debt to be reduced resulting in improved credit metrics.


EMPIRE RESORTS: Inks Employment Pacts with Misses Pitts & Horner
----------------------------------------------------------------
Empire Resorts, Inc., entered into separate employment agreements
with Laurette J. Pitts, pursuant to which Ms. Pitts will serve as
the Company's Chief Operating Officer and will continue to serve
as the Company's Senior Vice President and Chief Financial
Officer, and Nanette L. Horner, pursuant to which Ms. Horner will
continue to serve as the Company's Senior Vice President, Chief
Compliance Officer and Chief Counsel.

Ms. Pitt's employment agreement provides for a term ending on
Dec. 31, 2014, unless Ms. Pitts's employment is earlier terminated
by either party in accordance with the provisions thereof.  The
Pitts Employment Agreement supersedes Ms. Pitts's existing
employment agreement with the Company.  Ms. Pitts will receive a
base salary of $230,000 and such incentive compensation and
bonuses, if any, (i) as the Compensation Committee in its
discretion may determine, and (ii) to which Ms. Pitts may become
entitled pursuant to the terms of any incentive compensation or
bonus program, plan or agreement from time to time in effect in
which she is a participant.

The Horner Employment Agreement supersedes Ms. Horner's existing
employment agreement with the Company.  Ms. Horner's employment
agreement provides for a term ending on Dec. 31, 2014, unless Ms.
Horner's employment is earlier terminated by either party in
accordance with the provisions thereof.  Ms. Horner will receive a
base salary of $215,000 and such incentive compensation and
bonuses, if any, (i) as the Compensation Committee in its
discretion may determine, and (ii) to which Ms. Horner may become
entitled pursuant to the terms of any incentive compensation or
bonus program, plan or agreement from time to time in effect in
which she is a participant.  Ms. Horner will also receive a
monthly lodging and travel expense allowance of $1,200.

The Company has agreed to customary indemnification for Ms. Pitts
and Ms. Horner for any claims arising out of her service to the
Company.  The Company has agreed to customary indemnification for
for any claims arising out of her service to the Company.

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

                        http://is.gd/ZQ1cNn

                        About Empire Resorts

Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY)
-- http://www.empireresorts.com/-- owns and operates Monticello
Casino & Raceway, a video gaming machine and harness racing track
and casino located in Monticello, New York, 90 miles northwest of
New York City.

The Company reported a net loss of $24,000 in 2011, compared with
a net loss of $17.57 million in 2010.

The Company's balance sheet at June 30, 2012, showed $52.83
million in total assets, $27.10 million in total liabilities and
$25.73 million in total stockholders' equity.


EPICEPT CORP: J. Talley Quits, R. Cook Named Interim Pres. & CEO
----------------------------------------------------------------
John V. Talley informed the Board of Directors of EpiCept
Corporation that, effective Aug. 20, 2012, he would be resigning
as EpiCept's President and CEO, and would also be resigning from
the EpiCept Board of Directors.  On Aug. 20, 2012, Mr. Talley's
Amended and Restated Employment Agreement was terminated by his
resignation.

On Aug. 20, 2012, the Board of Directors of EpiCept Corporation
appointed Robert W. Cook as Interim President and CEO.  Mr. Cook
has served as CFO of EpiCept Corporation since April 2004, and
will retain his title as CFO.

                     About EpiCept Corporation

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

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

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

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


FIBERTOWER CORP: Says FCC License Cutoff Would Force Liquidation
----------------------------------------------------------------
Katy Stech at Dow Jones' DBR Small Cap reports that FiberTower
Corp., which has struggled financially as it manages part of the
country's wireless and fiber-optic information highway, has filed
a lawsuit against the Federal Communications Commission to assert
its grasp on its most valuable asset: its right to use the
national 740 MHz spectrum that covers some of the biggest U.S.
cities.

                      About FiberTower Corp.

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

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

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

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

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

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

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

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

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

The Official Committee of Unsecured Creditors are represented by

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

                - and -

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


FIRST NATIONAL: Has $967,000 Net Loss in Second Quarter
-------------------------------------------------------
First National Community Bancorp, Inc., filed its quarterly report
on Form 10-Q, reporting a net loss of $967,000 on $7.1 million of
net interest income before (credit) provision for loan and lease
losses for the three months ended June 30, 2012, compared with net
income of $189,000 on $7.4 million of net interest income before
(credit) provision for loan and lease losses for the same period
last year.

A credit for loan and lease losses of $280,000 was recorded for
the three months ended June 30, 2012, compared to a provision of
$765,000 for the same period in the prior year.

"The decrease of $1.0 million for the three months ended June 30,
2012, from the same period in the prior year was primarily related
to the $103.4 million, or 14.2% reduction in gross loans during
2012, along with a trending decrease in loss history."

The Company's balance sheet at June 30, 2012, showed
$967.7 million in total assets, $926.4 million in total
liabilities, and shareholders' equity of $41.3 million.

Consent Order

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

In accordance with the Order, the Bank is required to achieve and
thereafter maintain a total risk-based capital equal to at least
13% of risk-weighted assets and a Tier 1 capital equal to at least
9% of adjusted total assets.  At June 30, 2012, the Bank did not
meet these requirements.

At Aug. 24, 2012, the Company and the Bank are restricted from
paying any dividends, without regulatory approval.

A copy of the Form 10-Q for the second quarter ended June 30,
2012, is available for free at http://is.gd/Vt6UR9

                    First Quarter 2012 Results

The Company reported a net loss of $1.2 million on $7.2 million of
net interest income before (credit) provision for loan and lease
losses for the three months ended March 31, 2012, compared with a
net loss of $526,000 on $7.4 million of net interest income before
(credit) provision for loan and lease losses for the same period
last year.

The Company recorded a $136,000 credit for loan and lease losses
for the three months ended March 31, 2012, compared to a
$1.7 million provision for the three months ended March 31, 2011.

"The $1.8 million reduction in the provision is attributable to
the reduction in the number and volume of adversely classified
loans, an improvement in the Company's historical loss factors, a
$68.8 million or 9.1%, reduction in total loans outstanding and a
$32.8 million or 46.2%, reduction in construction, land
acquisition and development loans at March 31, 2012, compared to
March 31, 2011, respectively.  Construction, land acquisition and
development loans have had a higher impact on the Company?s
historical loss factors."

The Company's balance sheet at March 31, 2012, showed
$1.029 billion in total assets, $987.6 million in total
liabilities, and shareholders' equity of $41.2 million.

A copy of the Form 10-Q for the first quarter ended March 31,
2012, is available for free at http://is.gd/M3VrMa

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

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


GAMETECH INTERNATIONAL: Has Interim Approval on Yuri Itkis Loan
---------------------------------------------------------------
GameTech International, Inc., and its affiliates won authority to
borrow up to $250,000 in postpetition secured financing from the
Yuri Itkis Gaming Trust of 1993 as well as utilize Yuri Itkis'
cash collateral.

Yuri Itkis acquired the rights of U.S. Bank N.A. and Bank of the
West under separate prepetition transactions with the Debtors.  As
of the petition date, GameTech owed $15.64 million under the U.S.
Bank loans plus accrued and unpaid interest of $424,980 through
July 2, 2012.  Interest on the loans accrues at not less than
$6,405 per day.  The Debtors also owed $440,000 including accrued
and unpaid interest of $6,743 through July 2 under prepetition
Swap transactions with U.S. Bank.  Bank of the West participated
in the Swap transactions.  The Debtors' obligations under the
loans are secured by the Debtors' assets.

The Interim DIP Order provides that any final order pertaining to
postpetition financing, use of cash collateral, or sale of the
Debtors' assets, or any agreements validated by any such orders,
the liens currently held by any Texas ad valorem tax authority
will neither be primed by nor subordinated to any liens granted
thereby.  In addition, from the proceeds of the sale of the
Debtors' assets located in the state of Texas, the amount of
$27,090 will be set aside by the Debtors in a segregated account
as adequate protection for the secured claims of the Texas taxing
authorities prior to the distribution of any proceeds to any other
creditor.

A final hearing on the DIP financing will be held Sept. 6 at 10:00
a.m.

Attorneys for the prepetition agent and the DIP lender are:

          G. Larry Engel, Esq.
          MORRISON FOERSTER LLP
          425 Market St.
          San Franciso, CA 94105

               - and -

          David B. Straton, Esq.
          PEPPER HAMILTON LLP
          Suite 5100, Hercules Plaza
          1313 N. Market Street
          Wilmington, DE 19801

                          About GameTech

GameTech International, Inc. and its wholly owned subsidiaries
have filed Chapter 11 petitions (Bankr. D. Del. Lead Case No.
12-11964) on July 2, 2012, to effect a restructuring of the
company's debt obligations.  GameTech disclosed total assets of
$27.22 million and total liabilities of $22.88 million as of
Jan. 29, 2012.  Judge Peter J. Walsh presides over the case.
Andrew E. Robinson signed the petition as senior vice president,
chief financial officer, and treasurer.  The Debtors are
represented by Greenberg Traurig, LLP.


GAMETECH INT'L: James Robertson Resigns from All Positions
----------------------------------------------------------
James Robertson notified GameTech International, Inc., of his
resignation as the Company's the President, Chief Executive
Officer, General Counsel, Corporate Secretary, as a member of the
Company's Compliance Committee, and from any other positions held
by Mr. Robertson relating to the Company and its subsidiaries.
Mr. Robertson's resignation as to all positions became effective
as of Aug. 17, 2012.  Mr. Robertson resigned to pursue another
employment opportunity.  Mr. Robertson's resignation was not a
result of any known disagreement with the Company regarding the
Company's operations, policies or practices.

The Company may retain Mr. Robertson as a consultant to assist
with strategic initiatives and other transitional matters relating
to the Company, however, the scope and terms of this proposed
consulting arrangement have yet to be determined.

The Company's Board of Directors does not intend to appoint a
succeeding President or Chief Executive Officer at this time, but
plans to rely upon the Company's existing senior management team
to fulfill the duties and responsibilities of the President and
Chief Executive Office.

                   About GameTech International

Based in Reno, Nevada, GameTech develops and manufactures gaming
entertainment products and systems.  GameTech holds a significant
position in the North American bingo market with its interactive
electronic bingo systems, portable and fixed-based gaming units,
and complete hall management modules.  It also holds a significant
position in select North American VLT markets, primarily Montana,
Louisiana, and South Dakota, where it offers video lottery
terminals and related gaming equipment and software.  It also
offers Class III slot machines and server-based gaming systems.

GameTech International, Inc. and its wholly owned subsidiaries
have filed Chapter 11 petitions (Bankr. D. Del. Lead Case No.
12-11964) on July 2, 2012, to effect a restructuring of the
company's debt obligations.  GameTech disclosed total assets of
$27.22 million and total liabilities of $22.88 million as of
Jan. 29, 2012.  Judge Peter J. Walsh presides over the case.
Andrew E. Robinson signed the petition as senior vice president,
chief financial officer, and treasurer.

The Debtors are represented by Greenberg Traurig, LLP.  Kinetic
Advisors, LLC, serves as the Debtors' financial advisor.


GATEHOUSE MEDIA: Bank Debt Trades at 68% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which GateHouse Media,
Inc., is a borrower traded in the secondary market at 31.56 cents-
on-the-dollar during the week ended Friday, Aug. 24, a drop of
0.74 percentage points from the previous week according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The
Wall Street Journal.  The Company pays 200 basis points above
LIBOR to borrow under the facility.  The bank loan matures on Feb.
27, 2014, and carries Moody's Ca rating and Standard & Poor's CCC-
rating.  The loan is one of the biggest gainers and losers among
175 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                      About GateHouse Media

GateHouse Media, Inc. -- http://www.gatehousemedia.com/--
headquartered in Fairport, New York, is one of the largest
publishers of locally based print and online media in the United
States as measured by its 97 daily publications.  GateHouse Media
currently serves local audiences of more than 10 million per week
across 21 states through hundreds of community publications and
local Web sites.

Gatehouse Media, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $2.86 million on $128.76 million of total revenues for the
three months ended July 1, 2012, compared with a net loss of $5.06
million on $134.39 million of total revenues for the three months
ended June 26, 2011.

The Company reported a net loss of $16.23 million on $248.77
million of total revenues for the six months ended July 1, 2012,
compared with a net loss of $23.25 million on $254.21 million of
total revenues for the six months ended June 26, 2011.

The Company's balance sheet at July 1, 2012, showed $487.40
million in total assets, $1.31 billion in total liabilities and a
$823.09 million total stockholders' deficit.

According to the Form 10-K for the year ended Dec. 31, 2011, the
Company's ability to make payments on its indebtedness as required
depends on its ability to generate cash flow from operations in
the future.  This ability, to a certain extent, is subject to
general economic, financial, competitive, legislative, regulatory
and other factors that are beyond the Company's control.


GATZ PROPERTIES: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Gatz Properties, LLC, filed with the U.S. Bankruptcy Court for
the Eastern District of New York its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $7,700,000
  B. Personal Property              $177,511
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $7,564,913
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $327,217
                                 -----------      -----------
        TOTAL                     $7,877,511       $7,892,130

Gatz Properties LLC filed a Chapter 11 petition (Bankr. E.D.N.Y.
Case No. 12-74493) on July 20, 2012, in Central Islip, New York,
estimating less than $50 million in assets and less than
$10 million in liabilities.  Bankruptcy Judge Alan S. Trust serves
as the Debtor's counsel.  Salvatore LaMonica, Esq., at LaMonica
Herbst and Maniscalco, in Wantagh, New York, serves as counsel.

Gatz Properties and Auriga Capital Corp. formed Peconic Bay LLC
for the purpose of holding a long-term leasehold in a property
owned by the Gatz family.  Peconic Bay took out a $6 million note
to finance the construction of Long Island National Golf Course, a
first-rate Robert Trent Jones, Jr.-designed golf course.  The Gatz
family formed Gatz Properties to hold title to the property.  The
property was leased to Peconic Bay under a Ground Lease dated
Jan. 1, 1998.  The lease has an initial term for 40 years. On
March 31, 1998, Peconic Bay entered into a sublease with American
Golf Corp., which was at the time one of the largest golf course
operators in the country.

American Golf never operated the Course at a profit, later let the
Course fall into disrepair, and exercised the early termination
option in 2010.  William Gatz orchestrated an auction without a
broker, and Gatz Properties was the only bidder.  Gatz, following
the sham auction, took control of the golf course.


GENERAL MOTORS: Positive Cash Flow Cues Fitch to Raise Ratings
--------------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Ratings (IDRs) of
General Motors Company (GM) and General Motors Holdings LLC (GM
Holdings) to 'BB+' from 'BB' and affirmed the ratings of General
Motors Financial Company, Inc. (GMF) at 'BB'.  The Rating Outlook
for all three entities is Stable.  In addition, Fitch has affirmed
GM Holdings' secured revolving credit facility rating at 'BBB-'
and upgraded GM's Series B preferred stock rating to 'BB-' from
'B+'

The upgrade of GM's ratings reflects the automaker's continued
positive free cash flow generating capability, very low leverage,
strong liquidity position, reduced pension obligations and
improved product portfolio.  Since exiting bankruptcy in 2009, GM
has adhered to a strategy of maintaining a low level of automotive
debt on its balance sheet, while also maintaining a high level of
cash and credit facility availability.  This has provided the
company with substantial financial flexibility that would allow it
to withstand a future auto industry downturn.  GM is also the most
global of the Detroit Three, with a particularly strong presence
in China, which would help to shield the company from a downturn
that is focused on a particular region.  GM receives between $1
billion and $2 billion annually in cash dividends from its Chinese
joint ventures.

GMF's ratings continue to be linked to GM given its strategic
importance to the parent and Fitch's assessment of implicit and
explicit support that is currently provided and/or would be
expected to be provided by the parent in times of financial
distress.  However, given that a large portion of GMF's
originations are related to non-GM dealers, Fitch believes GMF
does not currently rise to the definition of 'core' subsidiary as
outlined in Fitch's criteria report titled 'Rating FI Subsidiaries
and Holding Companies', dated Aug. 10, 2012.  As a result, the
ratings of GMF are now one notch below that of its parent, GM.
The ratings of GMF also reflect its established market position in
the auto finance space, seasoned management team, strong asset
quality, improved operating performance, enhanced liquidity
profile, demonstrated funding flexibility and favorable leverage
relative to other rated captive finance companies.

Despite its stronger financial position, however, GM continues to
face a number of headwinds. Although the bankruptcy strengthened
its balance sheet, the company continues to restructure its global
operations.  Profitability, although much improved over the past
three years, has yet to attain the levels of GM's strongest
competitors, while more work continues on improving the efficiency
of its manufacturing operations and increasing the pace of new
product development.  European losses, in particular, continue to
be a heavy drag on the company's overall results, and it likely
will be several years at least before the GM's operations in the
region contribute positively to the company's bottom line.
Management turnover has also been significant, which could
complicate the process of restructuring, while the underfunded
status of its pension plans remains high despite recent positive
changes to the U.S. salaried plan.

Fitch's analysis emphasized the impact that a severe downturn
would have on GM's credit profile.  Given the company's operating
leverage, working capital profile, and capital expenditure needs,
Fitch expects that GM would burn a substantial amount of cash in a
downturn.  However, Fitch believes the company's $33 billion of
automotive cash, cash equivalents and marketable securities at
June 30, 2012, along with its $5 billion of credit facility
availability, would be sufficient to carry it through a steep
downturn.  In addition, the company has some discretion in various
cash deployment actions that could generate additional liquidity
compared to Fitch's base case, if necessary.  The changes in GM's
operating profile over the past several years have also put it in
a much better position to face a downturn, with a lower breakeven
level resulting from restructuring actions completed thus far.
GM's more balanced product portfolio, particularly its reduced
reliance on light trucks in North America, has put it in a better
position to weather a likely mix shift to smaller vehicles in a
weak economy, as well.

The Stable Outlook on GM, GM Holdings and GMF reflects Fitch's
expectation that the ratings are not likely to be upgraded in the
near term.  However, Fitch could consider a positive rating action
if GM's margins, particularly in North America, rise to the level
of its strongest competitors in the market, and if the financial
performance of its European operations stabilizes.  Continued
progress on reducing the company's substantial pension obligations
will also be a key driver of any positive rating action. Also
factored into a positive rating would be an ability of the company
to maintain or increase both market share and net pricing in its
key global markets.  From a liquidity standpoint, Fitch will look
for the company to maintain a cash, cash equivalents, and
marketable securities balance of at least $20 billion on a
sustained basis, assuming continued revolver availability of
around $5 billion.

Fitch could consider a negative action on GM's ratings if a very
severe downturn in the global auto market leads to a significant
weakening of the company's liquidity position.  As noted, however,
the effect of a downturn on GM's credit profile has been
incorporated into the current ratings, and Fitch believes the
company is generally well positioned to withstand the pressures of
a future downturn.  Fitch could also consider a negative rating
action if management deviates from its plan to maintain a strong
balance sheet, either by increasing automotive debt or allowing
the cash balance to fall below $20 billion for a prolonged period.
Operational execution and market share trends could also drive
negative credit actions, particularly if new vehicles are poorly
received in the market or if operational problems result in severe
margin erosion.

While GMF's current rating outlook is linked to GM, a negative
rating action or further notching of the financial subsidiary
could be driven by a change in the perceived relationship between
the parent and subsidiary, whereby Fitch believes that GMF has
become less strategically important to the parent's core
operations or adequate financial support is not provided in a time
of crisis.  In addition, consistent operating losses, an increase
in leverage beyond management's articulated target, deterioration
in the company's liquidity profile, and/or a substantial downward
shift in GMF's focus on its GM business could yield negative
rating action or further notching.  Conversely, growth in the
proportion of GM-related business over time could modify Fitch's
assessment of its relative importance to GM, which could lead to
an equalization of GMF ratings with its parent.

GM's cash liquidity position (including cash equivalents and
marketable securities) remains very strong, at $33 billion as of
June 30, 2012, and well above the $20 billion level that Fitch
views as the minimum needed to carry the company through the
cycle.  Even with $3.5 billion to $4.5 billion expected to be used
later this year to top off its U.S. salaried pension plan and
transfer it to a group annuity plan, Fitch expects cash liquidity
at year end 2012 to be well above the $20 billion level.  GM's
liquidity position continues to be enhanced by access to its $5
billion secured revolver, which was fully available at the end of
the second quarter of 2012.

Free cash flow (calculated by Fitch as automotive cash from
operations less capital expenditures) may be negative in 2012 as a
result of the aforementioned pension actions.  However, excluding
the cash costs tied to these actions, adjusted free cash flow is
expected to be positive this year, despite a roughly $2 billion
increase in projected capital spending.  Over the next few years,
Fitch expects GM's capital spending to remain above the levels
seen over the past three years as the company accelerates
investments in new products and to increase manufacturing
efficiency.  In general, though, improved volumes, pricing and
margins in North America are expected to support free cash flow
over the intermediate term and more than offset the expected cash
burn in Europe tied both to weak market conditions and
restructuring costs.

Although GM's operations in China are conducted through joint
ventures, China is an important component of GM's global
operations and a meaningful source of cash for the company. China
has become GM's largest market by volume, and GM is the single
largest manufacturer in that market.  Although industry sales
growth in China has slowed from the very high rates seen several
years ago, secular growth over the long term will continue to
drive increased industry sales, and GM is well positioned to take
advantage of these trends.  As noted above, dividends from GM's
China joint ventures provide $1 billion to $2 billion in cash per
year to the company and could provide a meaningful source of
liquidity if sales trends in more developed markets weaken.

GM's European (GME) segment continues to be the weakest component
of its global operations. Over the past four quarters, the company
recorded an adjusted EBIT loss of $1.6 billion in its European
segment, as lower industry volumes and market share erosion have
driven revenues down sharply in the region.  To stem the losses,
GM has accelerated its actions to restore profitability in the
region, including changes in top management, as well as entering
into a strategic alliance with Peugeot SA.  During the second
quarter, the company entered into a new concessionary labor
agreement with employees at Vauxhall's Ellesmere Port (U.K.) plant
that lowers labor costs in return for a company commitment to
build the next generation Astra at the plant.

In Germany, GM hopes to reach a cost savings agreement with its
unions before the end of 2012 that would include worker
concessions and a potential future plant closure.  Although these
efforts will lower GME's cost structure, the most significant cost
savings elements are not likely to be seen for several more years,
suggesting that GME may continue to post losses (although at a
declining rate) over the intermediate term.  To help reduce German
costs in the near term, GM announced on August 23 that it had
reached agreement with the Works Council and IG Metall union for a
total of 20 short work days at its Russelsheim and Kaiserslautern
facilities beginning in September 2012 that will apply to
manufacturing, central and administrative functions.

On Aug. 14, 2012, GM entered into negotiations with the Canadian
Auto Workers (CAW) over a new labor agreement covering employees
at the company's Oshawa plant to replace the current one that
expires on Sept. 17, 2012.  Fitch expects the CAW negotiations to
be particularly challenging, and the potential for a labor action
cannot be ruled out.  That being said, the impact of any potential
labor action is not likely to have a major impact on the company's
liquidity, as a work stoppage at Oshawa would be confined to only
a limited number of the company's vehicles.

GM announced earlier this month that GMF has entered a bid related
to Ally Financial Inc.'s planned divestiture of its international
operations in Canada, Mexico, Europe and Latin America.  A number
of parties have entered bids for these operations, and it is too
soon to know if GMF will be successful in acquiring any of them.
GMF is a logical bidder for these assets as 97% of Ally's
international new vehicle dealer inventory financing and 82% of
Ally's international new vehicle auto financing was for GM dealers
and customers at year-end 2011.  The amount of GMF's initial bid
has not been disclosed, and it is not yet clear how much
automotive cash, if any, will be used to help fund the
acquisition, if successful.  If GM Financial ultimately acquires
any of assets, GMF's balance sheet could more than double.

As of year-end 2011, GM's global pension plans (including certain
unfunded non-U.S. plans) were underfunded by a total of $25
billion, with the U.S. salaried and hourly plans underfunded by a
combined $14 billion.  In June 2012, GM offered a lump sum option
to certain U.S. salaried retirees, along with a plan to transfer
the remaining U.S. salaried pension obligations and assets,
following any lump sum payouts, to an annuity plan administered by
The Prudential Insurance Company of America.  To effect the
transfer, GM will contribute $3.5 billion to $4.5 billion to the
plan.  This contribution will fully fund retiree obligations in
the salaried plan, which were underfunded by about $1 billion at
year-end 2011, and cover the one-time premium payment necessary
for the transfer.  Pro forma for the lump sum payouts and plan
transfer, Fitch calculates that GM's U.S. plans will still be
underfunded by about $13 billion, but the benefit obligation will
decline by about $26 billion to an estimated $83 billion
obligation.  Overall, the transfer will reduce plan volatility
tied to interest rates, asset values and longevity risk and is
consistent with the company's intention to fully fund its
pensions.  Longer term, GM may consider a similar move for its
U.S. hourly plans, but Fitch notes that the cash cost to do so
would be significantly higher.

From a product perspective, GM's vehicle lineup continues to
perform relatively well in the U.S., although sales in the first
seven months of 2012 have grown at a slower rate than the market
as a whole, primarily due to Japanese competitors' recovery after
last year's natural disasters.  Dealer inventories of GM's pickups
remain high, although this is largely a result of the company
increasing truck production to offset disruptions as it retools
its factories for a switchover to a completely new truck
architecture that will launch beginning in the second quarter of
2013.  Through July 31, GM's 2012 U.S. sales were up 2.7%, as
strength in the Chevrolet and GMC brands more than offset declines
in Buick and Cadillac sales. Recently, though, sales growth has
decelerated, with July sales up only 1.4% on a selling days-
adjusted basis.  Outside the U.S., sales have been mixed with
weakness seen in Europe and South America, but relatively strong
sales in China (through GM's unconsolidated joint ventures).
Fitch expects this sales pattern to generally hold through the
remainder of the year, with strength in the U.S. and weakness in
Europe.  GM's South American sales may improve in the second half
of 2012 on new model introductions in the region, while China
sales are somewhat more uncertain, given governmental attempts to
control sales growth in certain cities working against stimulus
measures meant to support sales, as well.

GM Holdings' senior secured revolving credit facility is rated
'BBB-', one notch above the subsidiary's IDR of 'BB+', to reflect
the substantial collateral coverage backing the facility,
including most of the company's hard assets in the U.S.  According
to Fitch's notching criteria, 'BBB-' is the highest security
rating possible for an issuer with an IDR of 'BB+'.  GM's Series B
preferred stock rating of 'BB-' is two notches below GM's IDR of
'BB+', reflecting its relatively low priority position in a
distressed scenario.

What Could Trigger A Rating Action

Positive: Future developments that may, individually or
collectively, lead to a positive rating action include:

  -- A sustained increase in the company's margins;
  -- A stabilization of the European operation's financial
     performance;
  -- An improvement in the funded status of the company's pension
     plans;
  -- An ability to maintain or increase both market share and
     pricing in key markets;
  -- A sustained cash liquidity position of about $20 billion or
     more.

Negative: Future developments that may, individually or
collectively, lead to a negative rating action include:

  -- A severe downturn that significantly weakens GM's liquidity
     position;
  -- A significant increase in automotive debt;
  -- A prolonged decline in the company's cash position below $20
     billion;
  -- A poor market reception to the company's new vehicles.

Fitch has taken the following rating actions:

GM

  -- Long-term IDR upgraded to 'BB+' from 'BB';
  -- Preferred stock rating upgraded to 'BB-' from 'B+';
  -- Rating Outlook Stable.

GM Holdings

  -- Long-term IDR upgraded to 'BB+' from 'BB';
  -- Secured revolving credit facility affirmed at 'BBB-';
  -- Rating Outlook Stable.

GMF

  -- Long-term IDR affirmed at 'BB';
  -- Senior unsecured debt affirmed at 'BB';
  -- Rating Outlook Stable.


GENERAL MOTORS: In Early Talks with Banks to Increase Credit Line
-----------------------------------------------------------------
Sharon Terlep at Dow Jones' Daily Bankruptcy Review reports that
General Motors Co. is in preliminary talks with banks to add as
much as $5 billion to its line of credit -- in effect potentially
doubling it -- as the company looks to strengthen its balance
sheet and shrink outsized pension obligations, according to people
with knowledge of the discussions.

                        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.


GEROVA FINANCIAL: Seeks U.S. Recognition of Bermuda Case
--------------------------------------------------------
Gerova Financial Group Ltd., a Bermuda-based financial-services
company, sought U.S. bankruptcy court protection under Chapter 15
of the Bankruptcy Code (Banrk. S.D.N.Y. Case No. 12-13641) on
Aug. 24.

The liquidators of Gerova -- Michael Morrison and Charles Thresh,
both of KPMG Advisory Limited, and John McKenna of Finance and
Risk Service Ltd, Bermuda -- submitted GFG's Chapter 15 petition,
which estimated up to $100 million in assets and as much as $500
million in liabilities.  A Chapter 15 petition was also filed for
Gerova Holdings Ltd. (Case No. 12-13642), which is estimated to
have under $100,000 in assets and liabilities.

Hamilton-based Gerova Financial, formerly known as Asia Special
Situations Acquisition Corp., was primarily involved, from 2010
on, in the business of investing in and managing certain types of
illiquid financial assets.  Gerova planned to then use such assets
as regulatory capital for insurance companies, though this
strategy was not fully implemented.

After lengthy proceedings and over the objections of Gerova's
then-current management, on July 20, 2012, the Bermuda Court
entered an order appointing Morrison, et al., as joint provisional
liquidators of GFG.  Morrison, et al., were also appointed
provisional liquidators of GHL on Aug. 20.

                        Road to Bankruptcy

According to court filings by the liquidators, Gerova was
capitalized by its sponsors with $5.72 million and in January
2008, it raised $105 million from an initial public offering.  It
was established in the Cayman Islands March 2007 as a company
formed for the purpose of making acquisition of business
interests.  In 2009, it developed a new business plan, involving
the acquisition of distressed hedge fund assets in exchange for
its (listed) shares.  As part of the strategy, the company was
re-domesticated into Bermuda, and in September 2010, it
transferred listing to the New York Stock Exchange (symbol "GFC").

The required 65% of investors consenting to the change in strategy
was achieved through Company funding the purchase of its own
shares.  This led Gerova to erode almost 98% of its trust assets
arising from the IPO, leaving only $2.6 million in its accounts.

One of Gerova's actions to implement its new strategy was the
acquisition of 81.5% of the outstanding shares of Amalphis Group,
Inc., a British Virgin Islands (BVI) Business Company, which is
the holding company of Allied Provident, Inc., an insurance and
reinsurance provider licensed to operate in Barbados.  API's major
customer is a US insurance carrier that offers automotive
insurance to high risk customers.

Gerova identified a potential source of capital in the form of two
groups of funds managed, respectively, by (a) Stillwater Capital
Partners, Inc. and Stillwater Capital Partners, LLC on the one
hand and (b) Weston Capital Management, LLC, on the other, each of
which held apparently valuable but illiquid assets.  Gerova
offered Stillwater and Wimbledon Funds investors restricted shares
in GFG in exchange for underlying assets held through the
Stillwater and Wimbledon Funds.

But a wave of litigation against Stillwater and/or Gerova, and
various directors and officers of these entities ensued.  The
restricted shares could not be converted to ordinary tradable
shares, as the registration of the shares was dependent upon a
clean audit opinion concerning the final net asset values.  The
audit opinion could not be obtained because Stillwater's
financials were internally inconsistent.

Between January 2011 and late February, shares in Gerova tumbled
from $30 per share to less than $6.  This decline was in whole or
part likely precipitated by the issuance, on Jan. 10, 2011, of a
report by analyst Dalrymple Finance LLC entitled "Gerova Financial
Group (GFC): An NYSE-listed Shell Game".  The Dalrymple Report
alleged, amongst other things, that Gerova: (i) had a complete
lack of financial disclosure, (ii) had impaired and overvalued
assets, (iii) entered into undisclosed related-party transactions
and affiliations indicative of self-dealing, and (iv) that certain
members of management had reputations for financial malfeasance.
It concluded by stating that Gerova was "likely fraudulent" and
"has many hallmarks of a classic fraud."

Gary Hirst, the president; Keith Laslop, chief operating officer
and a director; and Joseph Bianco, the CEO, resigned from their
posts on Feb. 10, 2011.  On Feb. 24, 2011, the NYSE moved to
suspend trading in GFG's shares.

In April 2010, Maxim Group LLC, owed $2.25 million pursuant to a
February 2010 note, filed a winding-up petition for CFG in Bermuda
Court.   The Bermuda Court issued a winding-up order in July after
CFG failed to pay the amount due under the note.

Pursuant to an internally-generated, unaudited balance sheet filed
by the Company in the Bermuda proceedings, as of May 29, 2012,
Gerova had a reduction in assets of $714.5 million from eight
months prior.

                           U.S. Lawsuits

There are about 10 pending lawsuits against Gerova in the U.S.  In
one of the suits, In re Stillwater Capital Partners Inc.
Litigation, No. 11-cv- 2737 (S.D.N.Y.), the plaintiffs brought a
putative class action alleging violations of common and state
statutory law to recover damages on behalf of all investors in
certain Stillwater funds whose interests in the Stillwater funds
were transferred in the transactions between Stillwater and GFG
consummated on Jan. 20, 2010, and who either submitted a request
for redemption and allegedly have not been paid in full or who
received GFG Series A Preferred Stock which allegedly was
converted into restricted, unregistered, shares in GFG.  The
Plaintiffs assert claims for breach of fiduciary duties; aiding
and abetting the breach of fiduciary duties; and breach of
contract.

Peter A. Ivanickm, Esq., at Hogan Lovells US LLP, attorney of the
Petitioners, relates that the liquidators now seek recognition of
the Bermuda Proceedings under Chapter 15 for the purpose of
obtaining the assistance of Manhattan Court to:

  (a) restrict and enjoin Gerova's principals, officers,
      directors, creditors and any other parties from taking
      actions in the United States that may jeopardize the value
      of its assets,

  (b) provide the Petitioners with access to any information
      and/or records maintained in the United States which is
      necessary to identify, evaluate, maximize and preserve the
      value of Gerova's assets,

  (c) provide the Petitioners with the right to appear on behalf
      of Gerova and, where appropriate, either pursue or defend
      claims pending in current litigation in the United States
      that Gerova is or may be a party to, and

  (d) assist the Petitioners in assembling and efficiently
      administering Gerova's assets in one proceeding so as to
      prevent a piecemeal disposition or degradation of assets
      that would undermine the Bermuda Proceedings and harm Gerova
      and its creditors.


GEROVA FINANCIAL: Chapter 15 Case Summary
-----------------------------------------
Chapter 15 Debtor: Gerova Financial Group, Ltd.
                   Hogan Lovells US LLP
                   875 Third Avenue
                   New York, NY 10022

Chapter 15 Case No.: 12-13641

Chapter 15 Petition Date: August 24, 2012

Court: Southern District of New York (Manhattan)

Judge: Allan L. Gropper

About the Debtors: Hamilton-based Gerova Financial, formerly known
                   as Asia Special Situations Acquisition Corp.,
                   was primarily involved, from 2010 on, in the
                   business of investing in and managing certain
                   types of illiquid financial assets.  Gerova
                   planned to then use such assets as regulatory
                   capital for insurance companies, though this
                   strategy was not fully implemented.

                   After lengthy proceedings and over the
                   objections of Gerova's then-current management,
                   on July 20, 2012, the Bermuda Court entered an
                   order appointing Morrison, et al., as joint
                   provisional liquidators of GFG.  Morrison, et
                   al., were also appointed provisional
                   liquidators of GHL on Aug. 20.

Foreign
Representatives:  Michael Morrison and Charles Thresh,
                  both of KPMG Advisory Limited, and John McKenna
                  of Finance and Risk Service Ltd, Bermuda, as
                  liquidators

Foreign
Representatives'
Counsel:          Peter A. Ivanick, Esq.
                  HOGAN LOVELLS US LLP
                  875 Third Avenue
                  New York, NY 10022
                  Tel: (212) 918-5560
                  Fax: (212) 918-3100
                  E-mail: peter.ivanick@hoganlovells.com

Estimated Assets: $50 million to $100 million

Estimated Debts: $100 million to $500 million

Affiliate subject to Chapter 15 petition:

   Debtor                      Case No.
   ------                      --------
Gerova Holdings Ltd.           12-13642
Assets: $50,000 to $100,000
Debts: $50,000 to $100,000

The petitions were signed by Charles Thresh, as joint provisional
liquidator.


GMX RESOURCES: Timothy Benton Resigns as EVP - Geosciences
----------------------------------------------------------
Timothy L. Benton, one of the named executive officers of GMX
Resources Inc., provided notice of resignation, effective Aug. 21,
2012, from his position as the Company's Executive Vice President
- Geosciences, upon accepting a new role in the industry.  Mr.
Benton's responsibilities will be absorbed by the Company's
current managers and staff of petroleum engineers and
geoscientists in Operations and Geosciences.

                        About GMX Resources

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

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

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

                           *     *     *

As reported by the Troubled Company Reporter on Aug. 16, 2012,
Standard & Poor's Ratings Services lowered its corporate credit
rating on GMX Resources to 'CC' from 'CCC+'.

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

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


GORDON PROPERTIES: Court Rejects Condo Owners' $315K Claim
----------------------------------------------------------
Calling the case "a study in complexity," Bankruptcy Judge Robert
G. Mayer disallowed in its entirety $315,673 in claims filed by
First Owners' Association of Forty Six Hundred Condominium, Inc.,
against Gordon Properties, LLC, for alleged unpaid condominium
fees from 2003 to 2009.  The judge said the Debtor overcame the
prima facie validity of the association's proof of claim by
showing that the association did not properly allocate the
association's income and expenses in making assessments against
the Street-Front Commercial Unit.  The burden of proof shifted to
the association to show the amount owed to it by the Debtor, and
the association failed to meet that burden.  The evidence does not
allow the Court to determine how much the Debtor owes the
association for properly assessed condominium fees for 2003
through 2009.  The Court is simply unable on the evidence
presented to determine whether the Debtor paid too much or too
little during those years.

The condominium is a mixed-use condominium consisting of three
types of units: Residential Units, Commercial Units and Street-
Front Commercial Units.  There are three principal physical
structures, none of which is connected to the others: a 16-floor
high-rise building, a gas station and a restaurant.  The
Residential Units are located on the fifth through 16th floors of
the high-rise building.  The Commercial Units are located on the
third and fourth floors of the high-rise building and the two
Street-Front Commercial Units -- a gas station and a restaurant --
are located in two separate structures fronting on a major road.
There are 396 Residential Units which hold a 74.48411% interest in
the common elements; 54 Commercial Units which hold a 10.32775%
interest in the common elements; and two Street-Front Units which
hold a 15.18814% interest in the common elements.  Gordon
Properties owns the restaurant Street-Front Unit which has an
11.32% interest in the common elements.

The case is GORDON PROPERTIES, LLC, Plaintiff, v. FIRST OWNERS'
ASSOCIATION OF FORTY SIX HUNDRED CONDOMINIUM, INC., Defendant,
Case No. 09-18086 (Bankr. E.D. Va.).  A copy of the Court's Aug.
12 Memorandum Opinion is available at http://is.gd/NPRc3Lfrom
Leagle.com.

                      About Gordon Properties

Alexandria, Va.-based Gordon Properties LLC owns 40 condominium
units in a high-rise apartment building with both residential and
commercial units and two commercial units adjacent to the high-
rise building.  Gordon Properties' ownership of these condos
represents about a 20% interest in the Forty Six Hundred
Condominium project -- http://foa4600.org/-- in Alexandria.
Gordon Properties also owns one of the adjacent commercial units,
a restaurant.  Gordon Properties sought Chapter 11 protection
(Bankr. E.D. Va. Case No. 09-18086) on Oct. 2, 2009, and is
represented by Donald F. King, Esq., at Odin, Feldman & Pittleman
PC in Fairfax, Va.  Gordon Properties disclosed $11,149,458 in
assets and $1,546,344 in liabilities.

Condominium Services filed its chapter 11 petition (Bankr. E.D.
Va. 10-10581) on Jan. 26, 2010. It scheduled one creditor, the
condominium association, with a disputed claim of $436,802.00.
The association filed a proof of claim asserting a claim of
$453,533.12.  A second proof of claim was filed by the Internal
Revenue Service for $1,955.45.  According to its schedules, if
both claims are allowed, it has a net deficit of about $426,900.
CSI is wholly owned by Gordon Properties.

In February 2012, Judge Mayer denied the motion of the association
to substantively consolidate the chapter 11 bankruptcy cases of
Gordon Properties and Condominium Services, Inc., the condominium
management company.

Gordon Properties and CSI opposed the motion.  The two cases were
previously administratively consolidated.


GREENMAN TECHNOLOGIES: Amends Form S-1 Registration Statement
-------------------------------------------------------------
Greenman Technologies, Inc., filed with the U.S. Securities and
Exchange Commission amendment no.1 to Form S-1 relating to the
possible resale, from time to time, by Next View Capital LP,
Associated Private Equity LLC, Ronald H. Muhlenkamp, et al., of up
to:

   (1) 9,908,591 shares that may be acquired upon the conversion
       of shares of the Company's 10% Convertible Preferred Stock,
       which preferred stock was issued to 15 investors in a
       private placement completed on April 30, 2012;

   (2) 158,448 shares issued on June 30, 2012, in lieu of the cash
       payment of dividends on the preferred stock in accordance
       with the terms of the Certificate of Designation governing
       that preferred stock; and

   (3) 1,486,243 additional shares issuable within 15 months after
       June 30, 2012, in lieu of the cash payment of dividends on
       the preferred stock in accordance with the terms of the
       Certificate of Designation governing such preferred stock.

The Company is not selling any shares of its Common Stock in this
offering and, as a result, the Company will not receive any
proceeds from the sale of the Common Stock covered by this
prospectus.  All of the net proceeds from the sale of the
Company's Common Stock will go to the selling security holders.

The Company's Common Stock is presently quoted on the OTC Markets
Group's OTCQB under the symbol "GMTI."  On July 12, 2012, the last
reported sale price of the Company's Common Stock on the OTCQB was
$0.72 per share.

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

                        http://is.gd/Xp1e3v

                    About Greenman Technologies

Lynnfield, Mass.-based GreenMan Technologies, Inc. (OTC QB: GMTI)
through its two alternative energy subsidiaries, American Power
Group, Inc. ("APG") and APG International, Inc. ("APGI"), provides
a cost-effective patented dual fuel conversion technology for
diesel engines and diesel generators.

Schechter Dokken Kanter Andrews & Selcer, Ltd., in Minneapolis,
Minnesota, issued a "going concern" qualification on the
consolidated financial statements for the fiscal year ended
Sept. 31, 2011, indicating that the Company has continued to incur
substantial losses from operations, has not generated positive
cash flows and has insufficient liquidity to fund its ongoing
operations that raise substantial doubt about the Company's
ability to continue as a going concern.

The Company reported a net loss of $6.81 million for the year
ended Sept. 30, 2011, compared with a net loss of $5.64 million
the year before.

The Company's balance sheet at June 30, 2012, showed $10.12
million in total assets, $4.59 million in total liabilities and
$5.52 million in stockholders' equity.


H&M OIL: Lain Faulkner Approved as Financial Adviser
----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized H&M Oil and Gas, LLC, and Anglo-American Petroleum
Corporation to employ Lain Faulkner & Co., PC, as financial
adviser.

Lain Faulkner will provide, among other things, assistance with
the preparation of the Debtor's schedules of assets and
liabilities, the Debtor's statement of financial affairs; and
monthly operating reports.

Jason A. Rae, a member of Lain Faulkner, assures the Court that
the firm is "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

                           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: Bonuses Rejected as Barred Retention Program
---------------------------------------------------------------
A bankruptcy judge on Aug. 24 denied Hawker Beechcraft's bid to
pay as much as $5.3 million in bonuses to eight of its top
executives, saying the proposed bonus plan violates bankruptcy
rules designed to severely limit the payment of retention bonuses
to top company insiders.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports the U.S. Bankruptcy Judge Stuart M. Bernstein said in an
Aug. 24 opinion that Hawker Beechcraft's bonus program is fatally
defective because it "pays a bonus for confirming a plan that is
likely to occur."

In July, the aircraft manufacturer sought approval for the program
that would cost $5.3 million by paying the top officers bonuses
equal to 200% of base salary.  The union and the U.S. Trustee both
objected, contending the program amounted to retention bonuses
that Congress prohibits for senior executives of bankrupt
companies.

According to the Bloomberg report, Judge Bernstein agreed with the
objectors in his 14-page opinion. He said the bonus plan "sets the
bar too low to qualify as anything other than a retention program
for insiders."  In July, Judge Bernstein approved a $1.9 million
retention bonus program for lower-ranking managers.  Under the
program as proposed, top executives would receive varying amounts
of the bonuses regardless of whether debt is exchanged for stock
or the company is sold.  Judge Bernstein noted that the deadlines
for reaching the targets could be extended without the court's
approval, so long as the creditors' committee approved.

Daniel McCoy at Wichita Business Journal reports that Hawker said
it will evaluate changing the proposed incentive plan it had hoped
to use to pay its senior leadership team up to $5.3 million in
bonuses.  According to the report, Hawker stated it will try to
amend the plan so it meets the court's requirements.  "Hawker
Beechcraft's Key Employee Incentive Plan was designed to recognize
the critical role that the leadership team has in the company's
ongoing restructuring process, and we are evaluating next steps
toward amending the incentive plan so that it conforms to the
guidance in the court's opinion," the Company stated.

The report notes the plan had been opposed by both the
International Association of Machinists and Aerospace Workers and
the U.S. Justice Department.

                      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

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.

Judge Stuart Bernstein oversees the case.  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, and administrative advisor.  PricewaterhouseCoopers
LLP is accounting consultants and independent auditors.

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.

The Senior Secured Lenders' legal representative is Wachtell
Lipton Rosen & Katz and their financial advisor is Houlihan
Lokey.

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.

When it filed for bankruptcy, Hawker already negotiated a
restructuring support agreement that eliminates $2.5 billion in
debt and $125 million of annual cash interest expense.  That plan
was filed June 30, 2012.  The plan proposes to give 81.9% of the
new stock to holders of $1.829 billion of secured debt, reserving
18.9% for unsecured creditors.  The restructuring support
agreement stated the $780.9 million in unsecured deficiency claims
of secured lenders are to participate in the pool of unsecured
claims to share in 18.9% of the new equity.  The unsecured
recovery that otherwise would go to holders of $308 million in
subordinated note claims will be directed to senior unsecured
noteholders.

In July 2012, Hawker unveiled a deal to sell the bulk of its
businesses for $1.79 billion to Chinese company Superior Aviation
Beijing Co.  Hawker won Court approval to enter into exclusive
negotiations with Superior Aviation.  As part of the exclusivity
agreement, Superior made payments to Hawker to sustain the
Debtor's jet business.

If negotiations with Superior are not concluded in a timely
manner, Hawker said it will proceed with seeking confirmation of
the June 30 Plan of Reorganization.

Superior's legal representative is Locke Lord LLP and its
financial advisor is Grant Thornton.


HAWKER BEECHCRAFT: Fried Frank Approved as Special Counsel
----------------------------------------------------------
The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District Of New York authorized Hawker Beechcraft, Inc.,
et al., to employ Fried, Frank, Harris, Shriver & Jacobson LLP as
special counsel relating to present and future matters involving
international arbitration, government contract bids and protests,
contract disputes, and cross-border regulatory and legal
compliance issues.

Brian T. Mangino, a partner at Fried Frank, tells the Court that
Fried Frank will continue to render services to the Debtors.  The
firm Frank has been providing services to the Debtors since 2007.

Mr. Mangino assures the Court that Fried Frank does not represent
or hold any interest adverse to the Debtors or the Debtors'
estates with respect to the matters upon which it is to be
engaged.

                     About Hawker Beechcraft

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kansas, manufactures business jets, turboprops and piston
aircraft for corporations, governments and individuals worldwide.

Hawker Beechcraft reported a net loss of $631.90 million on
$2.43 billion of sales in 2011, compared with a net loss of
$304.30 million on $2.80 billion of sales in 2010.

Hawker Beechcraft Inc. and 17 affiliates filed for Chapter 11
reorganization (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 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'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.


HAWKER BEECHCRAFT: Bank Debt Trades at 28% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 72.04 cents-on-
the-dollar during the week ended Friday, Aug. 24, an increase of
1.32 percentage points from the previous week according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The
Wall Street Journal.  The Company pays 200 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
March 26, 2014.  The loan is one of the biggest gainers and losers
among 175 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                     About Hawker Beechcraft

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kansas, manufactures business jets, turboprops and piston
aircraft for corporations, governments and individuals worldwide.

Hawker Beechcraft reported a net loss of $631.90 million on
$2.43 billion of sales in 2011, compared with a net loss of
$304.30 million on $2.80 billion of sales in 2010.

Hawker Beechcraft Inc. and 17 affiliates filed for Chapter 11
reorganization (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 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'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.


HYDROFLAME TECHNOLOGIES: Involuntary Chapter 11 Case Summary
------------------------------------------------------------
Alleged Debtor: Hydroflame Technologies, LLC
                8000 GSRI Avenue
                Bldg. 3000 La. Business & Tech Center
                38197 Summerwood Ave.
                Baton Rouge, LA 70820

Case Number: 12-11250

Involuntary Chapter 11 Petition Date: August 24, 2012

Court: Middle District of Louisiana (Baton Rouge)

Petitioner's Counsel: Barry W. Miller, Esq.
                      HELLER, DRAPER, PATRICK & HORN
                      P.O. Box 86279
                      Baton Rouge, LA 70879-6279
                      Tel: (225) 767-1499
                      Fax: (225) 761-0760
                      E-mail: bmiller@hellerdraper.com

Hydroflame Technologies' petitioners:

Petitioner               Nature of Claim        Claim Amount
----------               ---------------        ------------
James E. Landry          Wages, salary          $12,692
100 Danbury Circle
Lafayette, LA 70503

Mayuri Murugesu          Wages, salary          $6,461
8001 Jefferson Hwy.
Apt. 53
Baton Rouge, LA 70809

Dinaker Deshini          Wages, salary          $3,846
1724 S. Brightside View
Apt. K
Baton Rouge, LA 70820


INFERNO DISTRIBUTION: Case Summary & Top Unsecured Creditors
------------------------------------------------------------
Debtor: Inferno Distribution, LLC
        1888 Century Park East, Suite 1540
        Los Angeles, CA 90067

Bankruptcy Case No.: 12-39145

Chapter 11 Petition Date: August 24, 2012

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Barry Russell

Debtor's Counsel: Brian L. Davidoff, Esq.
                  GREENBERG GLUSKER FIELDS CLAMAN & MACHTINGER LLP
                  1900 Ave of the Stars 21st Flr
                  Los Angeles, CA 90067
                  Tel: (310) 201-7530
                  Fax: (310) 402-5026
                  E-mail: bdavidoff@greenbergglusker.com

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

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

Affiliate that simultaneously filed separate Chapter 11 petitions

   Debtor                              Case No.
   ------                              --------
Inferno International, LLC             12-39146
  Assets: $500,001 to $1,000,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by James Seibel, manager.

A. A copy of the Inferno Distribution's list of its 11 unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/cacb12-39145.pdf

B. A copy of Inferno International's list of its 14 unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/cacb12-39146.pdf


LEGENDS GAMING: Chickasaws' $125 Million Offer Going to Auction
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that casino operator Legends Gaming LLC will hold an
auction on Oct. 15 to learn whether the $125 million offer from an
affiliate of the Chickasaw Nation is the best bid for the
properties in Bossier City, Louisiana and Vicksburg, Mississippi,
now in bankruptcy for a second time since 2008.

According to the report, at the end of last week, the U.S.
Bankruptcy Court in Shreveport, Louisiana, set a schedule where
competing bidders are required to submit non-binding proposals by
Sept. 7. Formal bids are due Sept. 24, followed by an auction on
Oct. 15.  To comply with state gaming regulations, the transfer of
ownership can be accomplished only through a sale of the casinos'
stock.  Consequently, approval of the sale will occur in
conjunction with confirmation of a Chapter 11 reorganization plan
that is yet to be filed.

The report relates that the offer by the federally recognized
Chickasaw tribe includes $61.5 million in new first-lien debt and
$36 million in second-lien debt, with the remainder in cash.
Although the sticker price is less than the $181.2 million in
first-lien debt, the lenders support the sale, according to a
court filing.

                       About Legends Gaming

Legends Gaming LLC, own gaming facilities located in Bossier City,
Louisiana, and Vicksburg, Mississippi, operating under the
DiamondJack's trade name.

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

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

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

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


LEGENDS GAMING: Gets Interim OK for KCC as Claims Agent
-------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Louisiana
authorized, on an interim basis, Louisiana Riverboat Gaming
Partnership to employ Kurtzman Carson Consultants LLC.  A final
hearing will be held Sept. 13, at 10 a.m., if and an objection is
filed.

                       About Legends Gaming

Legends Gaming LLC, own gaming facilities located in Bossier City,
Louisiana, and Vicksburg, Mississippi, operating under the
DiamondJack's trade name.

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

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

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

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

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


LEGENDS GAMING: Heller Draper Approved as Bankruptcy Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Louisiana
authorized Louisiana Riverboat Gaming Partnership to employ
Heller, Draper, Patrick & Horn, LLC as counsel.

                       About Legends Gaming

Legends Gaming LLC, own gaming facilities located in Bossier City,
Louisiana, and Vicksburg, Mississippi, operating under the
DiamondJack's trade name.

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

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

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

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

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


LEGENDS GAMING: OK'd To Pay Certain Critical Vendors Claims
------------------------------------------------------------
The Hon. Stephen V. Callaway of the U.S. Bankruptcy Court for the
Western District of Louisiana authorized Louisiana Riverboat
Gaming Partnership to pay prepetition claims of certain critical
vendors in the ordinary course of business.

The Court ordered that:

   1. the Debtors are authorized to condition any payment to a
      critical vendor on an agreement by such critical vendor to
      provide postpetition credit on terms and conditions that are
      acceptable to the Debtors; and

   2. any payment made to a critical vendor that is subject to
      postpetition credit terms is subject to disgorgement or
      setoff against any payments otherwise owed for the period
      after the commencement of the chapter 11 cases in the event
      the critical vendor does not continue to provide goods and
      services to the Debtors during the pendency of the chapter
      11 cases on the agreed postpetition credit terms.

                       About Legends Gaming

Legends Gaming LLC, own gaming facilities located in Bossier City,
Louisiana, and Vicksburg, Mississippi, operating under the
DiamondJack's trade name.

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

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

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

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

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


LEGENDS GAMING: DiamondJack's Creditors' Meeting Today
------------------------------------------------------
The U.S. Trustee for Region 5 will convene a meeting of creditors
in Louisiana Riverboat Gaming Partnership's Chapter 11 case on
Aug. 28, 2012, at 10 a.m.  The meeting will be held at the U.S.
Trustee's Office in Room 3196, Shreveport.

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 Legends Gaming

Legends Gaming LLC, own gaming facilities located in Bossier City,
Louisiana, and Vicksburg, Mississippi, operating under the
DiamondJack's trade name.

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

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

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

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

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


LEVELLAND/HOCKLEY: No Longer Has Any Assets, Seeks Chapter 7
------------------------------------------------------------
Levelland / Hockley County Ethanol, L.L.C., and the Official
Committee of Unsecured Creditors, ask the Bankruptcy Court for the
Northern District of Texas to convert the Debtor's bankruptcy case
to one under Chapter 7 of the Bankruptcy Code.

The parties relate that, among other things:

   1. the Debtor has ceased operating and has sold virtually all
      of its assets;

   2. the Debtor does not have the resources to propose and
      confirm a plan; and

   3. both the Debtor and the Committee believe that a Chapter 7
      trustee could more effectively pursue preferences and
      fraudulent transfers and otherwise administer the remaining
      assets of the estate.

              About Levelland/Hockley County Ethanol

Levelland/Hockley County Ethanol LLC is a Texas limited liability
company that owns and operates a 40 million gallon per annum
Ethanol production plant located in Levelland, Hockley county,
Texas.  The LLC has over 100 members many of whom are local
farmers, business people and civic leaders.  A recent appraisal
Of its facility values its assets, with the Plant under full
operation, at over $51.5 million.

Levelland Ethanol filed for Chapter 11 bankruptcy (Bankr. N.D.
Tex. Case No. 11-50162) on April 27, 2011.  I. Richard Levy, Esq.,
Christopher M. McNeill, Esq., and Susan Frierott, Esq., at Block &
Garden, LLP, in Dallas, represent the Debtor as counsel.  The
Debtor disclosed total assets of $60,451,124 and total liabilities
of $47,557,432 in its schedules.

On May 9, 2011, William T. Neary, the U.S. Trustee for Region 6,
appointed an Official Committee of Unsecured Creditors in the
Debtor's cases.  Stephen M. Pezanosky, Esq., and Mark Elmore,
Esq., at Haynes and Boone, LLP, in Fort Worth, Texas, represent
the Committee.


LIQUIDMETAL TECHNOLOGIES: Amends 36.8MM Shares Offering Prospectus
------------------------------------------------------------------
Liquidmetal Technologies, Inc., filed with the U.S. Securities and
Exchange Commission amendment no. 2 to Form S-1 covering an
aggregate of up to 36,892,194 shares of the Company's common
stock, $0.001 par value per share, that may be offered from time
to time by Kingsbrook Opportunities Master Fund LP, Hudson Bay
Master Fund Ltd., Empery Asset Master Ltd., et al.  The shares
being offered by this prospectus are issuable to those selling
stockholders upon the conversion of the Company's Senior
Convertible Notes due on Sept. 1, 2013, issued by the Company in
connection with a private placement in July 2012.

This prospectus also covers any additional shares of common stock
that may become issuable upon any anti-dilution adjustment
pursuant to the terms of the Senior Convertible Notes due on
Sept. 1, 2013, by reason of stock splits, stock dividends, and
other events.  The Senior Convertible Notes due on Sept. 1, 2013,
were acquired by the selling stockholders in a private placement
by the Company that closed on July 2, 2012.

The Company's common stock is currently quoted on the OTC Bulletin
Board under the symbol "LQMT."  On Aug. 21, 2012, the last
reported sales price of the Company's common stock was $0.31 per
share.

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

                        http://is.gd/ysjplt

                  About Liquidmetal Technologies

Based in Rancho Santa Margarita, Calif., Liquidmetal Technologies,
Inc., and its subsidiaries are in the business of developing,
manufacturing, and marketing products made from amorphous alloys.
Liquidmetal Technologies markets and sells Liquidmetal(R) alloy
industrial coatings and also manufactures, markets and sells
products and components from bulk Liquidmetal alloys that can be
incorporated into the finished goods of its customers across a
variety of industries.  The Company also partners with third-
party licensees and distributors to develop and commercialize
Liquidmetal alloy products.

After auditing the 2011 financial statements, Choi, Kim & Park,
LLP, in Los Angeles, California, said that the Company's
significant operating losses and working capital deficit raise
substantial doubt about its ability to continue as a going
concern.

The Company's balance sheet at June 30, 2012, showed $3.02 million
in total assets, $8.24 million in total liabilities and a $5.21
million total shareholders' deficit.


LOCATION BASED TECHNOLOGIES: PocketFinder Has High-End Customers
----------------------------------------------------------------
Location Based Technologies Inc. will provide PocketFinder Vehicle
location devices to Midway Fleet Leasing and Coatto Motorsport,
both companies active in the Orange County and Los Angeles areas'
exotic vehicle market.  Midway Fleet Leasing projects a growing
need for vehicle devices in leased vehicles along with other
potential applications under review.  Coatto Motorsport --
http://www.coattomotorsport.com/-- is a targeted provider of
high-end luxury vehicles with clientele of professional athletes,
Hollywood movie stars and successful professionals.

"This high-end luxury and exotic automobile market vertical is a
natural fit for our always on, highly dependable A-GPS vehicle
devices," said Location Based Technologies CEO, Dave Morse.  "We
appreciate Midway's and Coatto's exacting requirements and look
forward to enhancing their high level of customized service with
this new capability."

Ken Sopp, Director of Leasing at Midway Fleet Leasing, stated, "We
serve corporate and individual clients with customized high value
vehicle solutions and need to know exactly where our cars, and
investments, are located at any time."(see www.midwayleasing.com )

Rani Rabbat, co-owner of Coatto Motorsports, stated, "We deal only
with the very best of high end cars and had LBT's trackers
introduced to us by West Coast Customs.  It is the perfect
solution.  I can see where all my cars are right from my phone."


                        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."


MARMC TRANSPORT: Court to Hold Trial on Summit Legal Fees Claim
---------------------------------------------------------------
Bankruptcy Judge Peter J. McNiff ruled on MarMc Transportation,
Inc.'s objection to the proof of claim filed by Summit Electric,
LLC.

MarMc employed Summit to perform certain electrical services.  The
invoices' total amount was $52,418.  After failing to receive
payment from MarMc, Summit filed a complaint in the District Court
of the Seventh Judicial District, Natrona County, Wyoming.  On
March 2, 2010, after MarMc failed to answer or respond, the
Wyoming District Court entered an Order of Default Judgment in
that amount with interest at 10% per annum.

Summit began enforcement of its judgment through a judicial lien
and writ of garnishment. On March 9, 2010, Summit's Judgment Lien
was recorded in the Natrona County Clerk's Office. On March 19,
2010, the Clerk of District Court issued a Writ of Garnishment on
MarMc's bank account.

Thereafter, MarMc contacted Summit requesting the release of the
writ of garnishment.  On March 25, 2010, MarMc executed a
Promissory Note with Guaranties  agreeing to pay the judgment
amount with 10% interest beginning March 2, 2012, plus attorneys'
fees.  Cindy Richardson, vice president and manager of MarMc
executed a personal guaranty for the Note.  Also, on March 25, the
Wyoming District Court entered its order releasing the writ of
garnishment.

In MarMc's Chapter 11 bankruptcy, Summit filed its claim asserting
a secured claim in the amount of $33,361 as the unpaid balance and
an unsecured claim in the amount of $2,239 for pre-petition
attorney fees.

MarMc objected to Summit's claim arguing: (1) that the Default
Judgment entered in the Wyoming District Court does not have any
preclusive effect; (2) the judgment lien is void on the basis of
novation; and (3) the unsecured claim amount of $2,239.96 is
presumably for attorney fees which have not been approved by the
Court.  MarMc supplemented its objection to include the argument
that the claim is unsecured as Summit failed to file a
continuation of its judgment lien as required under the Wyoming
Uniform Commercial Code.

In conclusion the Court finds that: (1) res judicata applies to
preclude MarMc from objecting to the Wyoming District Court
Default Judgment; (2) novation does not apply to extinguish the
Wyoming District Court's Default Judgment; (3) Summit's claim has
not become unsecured as the judgment lien has not expired; and (4)
regarding the allowance of pre-petition attorney fees, the Court
will require an evidentiary hearing to determine: (1) whether the
creditor holding the claim is oversecured; and (2) the
reasonableness of the attorney's fees and costs.

A copy of the Court's Aug. 23, 2012 Opinion is available at
http://is.gd/734zMgfrom Leagle.com.

                    About MarMc Transportation

Headquartered in Mills, Wyoming, MarMc Transportation, Inc.'s
principal business activity and purpose was moving oil drilling
rigs and relocating to and from drilling and well sites.  At its
height, MarMc showed gross annual income of $16,199,506 (2008) and
had 74 employees on its payroll.

MarMc filed for Chapter 11 bankruptcy protection (Bankr. D. Wyo.
Case No. 10-20653) on June 3, 2010, amid cash flow problems and
management void that caused it to default on various financial
obligations.  Stephen R. Winship, Esq., at Winship & Winship, PC,
assists the Company in its restructuring effort.  MarMc estimated
$10 million to $50 million in assets and up to $10 million in
debts in its Chapter 11 petition.

The United States Trustee has not appointed an unsecured
creditors' committee in the Debtor's case.

MarMc, through various sales approved by the Bankruptcy Court, has
sold almost all of its personal property, which sales resulted in
total proceeds of over $8,200,000.  MarMc also has sold a parcel
of real property for $640,000.  A portion of the sale proceeds
have satisfied the lien claims of Wells Fargo Equipment Finance,
Inc. (except for its attorney fees estimated at no more than
$25,000).  Additionally, $995,000 was paid, from the sale
proceeds, against the remaining real estate mortgage held by Wells
Faro Bank.

As reported by the Troubled Company Reporter on May 31, 2012, the
Bankruptcy Court denied confirmation of the second amended plan of
reorganization filed by MarMc, after objections lodged by Dave
Sundem and Marcille Sundem, Summit Electric, Kruse Energy
Equipment and the United States Trustee.

MarMc said it has substantial funds available for distribution to
pay claims or at least portions of claims and should not be
hindered by the minimal amounts at issue with the objecting
parties.  The objecting parties collectively allege that the plan
improperly provides for the discharge of Cindy Richardson's
guaranties of the claims of Summit Electric and the Sundems.  The
objecting parties also have asserted individual objections to
confirmation of the plan.

Under the Second Amended Plan of Reorganization filed March 2,
MarMc will retain all undistributed property, which will vest in
MarMc along with all after acquired property and proceeds.  The
funds necessary for the implementation of the plan have been
generated primarily from asset sales.  The remaining funds will be
derived from business income.  MarMc will be the disbursing agent
and will be responsible for all obligations under the plan.  To
continue to fund the Plan, MarMc will continue to pursue those
adversary proceedings which are currently pending and may bring an
adversary proceeding against Mark Richardson for his actions and
omissions that caused the Debtor to seek protection under
bankruptcy.


METHOD ART: Taps Colliers International to Sell Riverside Property
------------------------------------------------------------------
Method Art Corporation asks the U.S. Bankruptcy Court for the
District of Nevada for permission to employ Colliers International
as broker to sell and or lease real property owned by the Debtor
located at 940 Columbia Avenue, Riverside, California.

Colliers intends to bill Debtor relating to the broker services
upon the close of escrow of the sale of the Riverside Property at
a commissioned rate of 3% of the total purchase price of the
Riverside Property, due and owing in full and made payable
directly to Colliers.

To the best of the Debtor's knowledge, Colliers does not hold or
represent any interest adverse to the Debtor with respect to the
matters on which they are to be retained.

                         About Method Art

Method Art Corporation filed a bare-bones Chapter 11 petition
(Bankr. D. Nev. Case No. 12-50745) in its home-town in Reno,
Nevada, on April 1, 2012.  The Debtor disclosed $14.5 million in
assets and $11.7 million in debts in its schedules.  The Debtor
owns six properties in Nevada and California.  The properties are
valued $13.8 million and secure debt totaling $10.9 million.

Judge Bruce T. Beesley presides over the case.  The petition was
signed by Brynn Miner, who has the role of director, president,
secretary and treasurer.


MF GLOBAL: CFTC Says LCs Don't Protect Commodity Customers
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Commodity Futures Trading Commission
disagreed with ConocoPhillips and said that letters of credit
don't protect a commodity customer from losing collateral if a
broker goes bankrupt after misappropriating customers' deposits.

According to the report, the issue arose in the liquidation of
commodities broker MF Global Inc. ConocoPhillips, disagreeing with
the MF Global trustee over the status of letters of credit posted
as collateral with a broker instead of cash, filed papers asking
U.S. District Judge Katherine B. Forrest to remove the dispute
from bankruptcy court.  Without taking a position on which court
should decide the dispute, the CFTC came down squarely against
ConocoPhillips on the ultimate question.

The report relates that as margin to support positions in its
account, ConocoPhillips deposited $205 million in letters of
credit with MF Global rather than cash.  James Giddens, the MF
Global trustee, took the position that ConocoPhillips is only
entitled to a return of the same percentage of letters of credit
as other customers have received for their cash margin deposits.
ConocoPhillips argued that it's entitled to cancellation of the
letters of credit because MF Global wasn't entitled to draw on
them when the liquidation began.

The report notes that the CFTC said in papers filed last week in
Judge Forrest's court that the commission's regulations contradict
ConocoPhillips and unambiguously say that the full face value of
letters of credit constitutes so-called customer property.

The report relates that in the CFTC's opinion, ConocoPhillips is
only entitled to the return of the same portion of face value of
the letters of credit that other creditors receive in cash.  Also
last week, Mr. Giddens filed papers opposing removal of the
ConocoPhillips claim dispute from bankruptcy court.  There is no
ambiguous non-bankruptcy law requiring a decision from a district
judge, as the case only entails implementation of the plain
meaning of a CFTC regulation, Mr. Giddens said.  In addition, the
regulations are an implementation of bankruptcy law and thus fall
squarely within the competence of the bankruptcy court, he said.

According to the report, in its brief last week, the CFTC
explained how ConocoPhillips's argument was rejected when the
regulations were adopted.  The commission said it would be
inequitable for customers with letters of credit to come out
better than customers who deposit cash if a broker misappropriates
their deposits.

                        About MF Global

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

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

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

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

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

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

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

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


MORRIS BROWN: Files for Bankruptcy to Avert Foreclosure
-------------------------------------------------------
Ernie Suggs at The Atlanta Journal-Constitution reports Morris
Brown College officials have filed for Chapter 11 bankruptcy to
prevent the school from being foreclosed on and sold at auction,
and to give them time to regroup.

According to the report, Morris Brown, which is more than
$30 million in debt, was facing foreclosure next month after
investors called $13 million worth of bonds tied to the college.
The bonds were issued by the Fulton County Development Authority
in 1996.  As security for the bonds, Morris Brown pledged several
pieces of property, including the school's administration
building.  An auction of assets had been scheduled for Sept. 4.

"The trustees are taking several deliberate actions to insure that
we not only survive, but thrive," the report quotes board Chairman
Preston W. Williams as saying.  "Our commitment is to focus on
restructuring and making it possible for us to survive another
day."

The report relates Renardo Hicks, an attorney for Morris Brown,
said the emergency filing automatically delays the foreclosure
until a judge decides otherwise.

The report adds Morris Brown President Stanley Pritchett said the
filing will give the school breathing room to find a steady stream
of capital to keep it afloat.


MW GROUP: To Pay $12,000 to Bidencope for Appraisal Service
-----------------------------------------------------------
MW Group, LLC, has filed an amended application to employ
Bidencope & Associates as appraisers.

MW Group first obtained approval in May to employ Bidencope.  But
the application incorrectly stated that the cost of the appraisal
would be $3,500.  By contrast, Damon C. Bidencope's affidavit
correctly stated the appraisal will cost $12,000.

The Debtor seeks approval of $12,000 to be paid to Bidencope as
payment for the appraisal services.  Further, the firm will bill
the Debtor on an hourly basis for its time spent in connection
with testifying in the Chapter 11 case, if necessary, and those
fees will be subject to Court approval in accordance with Section
330(a) of the Bankruptcy Code.  Mr. Bidencope's current standard
hourly rate is $250.

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

                          About MW Group

Charlotte, North Carolina-based MW Group LLC filed for Chapter 11
bankruptcy (Bankr. W.D.N.C. Case No. 11-32674) on Oct. 21, 2011.
The Debtor scheduled assets of $10.32 million and liabilities of
$8.42 million.  Donald R. James signed the petition as manager.

The Debtor's assets consist of 36.5 acres of vacant land, 48 condo
units for rent, and 200 apartments known as Weyland and Weyland
II, located in Charlotte, Mecklenburg County, North Carolina.

The Debtor is represented by Christine L. Myatt, Esq., at Nexsen
Pruet, PLLC, in Greensboro, North Carolina.

No official committee of unsecured creditors has been appointed in
the case.


NEOMEDIA TECHNOLOGIES: Licenses Barcode Patents to Microsoft
------------------------------------------------------------
NeoMedia Technologies, Inc., has granted Microsoft a worldwide,
non-exclusive, license to NeoMedia's patent portfolio.

NeoMedia's IP portfolio, consisting of over 74 patents awarded and
pending worldwide, encompasses many mobile barcode implementations
used widely across the industry.

"The agreement between NeoMedia and Microsoft underscores the
importance of intellectual property to our growing industry," said
Laura Marriott, chief executive officer of NeoMedia.  "As mobile
barcodes become a key fixture in the mobile marketing mix, it is
important for stakeholders across the industry to ensure the
solutions they employ leverage the relevant intellectual property
in a responsible manner."

"It is a very exciting time for the mobile IP industry as
companies develop new technology for the always connected
consumer," said Ragnar Olson, Partner, Global IP Law Group.  "We
appreciated the opportunity to have worked with NeoMedia to bring
about this agreement."

                   About NeoMedia Technologies

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

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

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

The Company's balance sheet at June 30, 2012, showed $7.53 million
in total assets, $106.09 million in total liabilities, all
current, $4.84 million in series C convertible preferred stock,
$348,000 in series D convertible preferred stock, and a $103.74
million total shareholders' deficit.


NET ELEMENT: Has $9.3 Million Credit Agreement with Alfa-Bank
-------------------------------------------------------------
OOO TOT Money, a subsidiary of Net Element, Inc., entered into a
Credit Agreement with Alfa-Bank on Aug. 17, 2012.  Pursuant to the
Agreement, Alfa-Bank agreed to provide a line of credit to TOT
Money with the credit line limit set at 300 million Russian rubles
(or approximately US$9,348,707 based on the currency exchange rate
as of the close of business on Aug. 17, 2012).  The interest rate
on the initial amount borrowed under the Agreement is 3.55% per
annum.  Alfa-Bank has the unilateral right to change the interest
rate on amounts borrowed under the Agreement from time to time in
the event of changes in certain market rates or in Alfa-Bank's
reasonable discretion, provided that the interest rate may not
exceed 14% per annum.  Interest must be repaid on a monthly basis
on the 25th of each month.  Amounts borrowed under the Agreement
must be repaid within six months of the date borrowed.  The
duration of the line of credit is set from Aug. 17, 2012, through
May 21, 2014.

The Agreement requires TOT Money to establish and maintain a
deposit account with Alfa-Bank with a minimum balance of 150% of
the average value of liabilities on outstanding credit products
provided to TOT Money by Alfa-Bank.  TOT Money's obligations under
the Agreement are secured by a pledge of TOT Money's deposits in
such deposit account and by a guarantee given by AO SAT & Company.
AO SAT & Company is an affiliate of Kenges Rakishev, a director of
Net Element, Inc.

The financial obligations of TOT Money under the Agreement may be
increased in the following circumstances, among others: (i) in
case of delay in repayment of loans, Alfa-Bank may charge TOT
Money a penalty of 0.2% of the defaulted obligation for each day
of delay, but not less than double the refinancing rate; (ii) in
case of late payment of interest, Alfa-Bank may charge TOT Money a
penalty of 0.2% of the defaulted obligation for each day of delay,
but not less than double the refinancing rate; and/or (iii) in the
event TOT Money fails to maintain the required minimum balance in
its deposit account with Alfa-Bank, then Alfa-Bank has the right
to require TOT Money to pay a penalty of 0.5% of the amount by
which the actual balance in such account is below the required
minimum balance.

The financial obligations of TOT Money under the Agreement may be
accelerated in the following circumstances, among others: (i) if
there is any delay in payment of any accrued interest and/or fees;
(ii) if any loans under the Agreement are not repaid on the dates
when due; (iii) if TOT Money fails to provide certain required
information and/or documents to Alfa-Bank; (iv) if certain
bankruptcy or insolvency proceedings are initiated or similar
events occur; (v) if TOT Money terminates or modifies its
business; (vi) if TOT Money transfers or encumbers its property
without Alfa-Bank's written consent; (vii) if certain significant
changes occur in TOT Money's management; (viii) if TOT Money
violates the terms of the Agreement or the related pledge
agreement or other ancillary agreements; (ix) if TOT Money's
financial position deteriorates; and/or (x) if AO SAT & Company
violates the terms of its guarantee agreement.

A copy of the Credit Agreement is available for free at:

                        http://is.gd/hUn2xf

                         About Net Element

Miami, Fla.-based Net Element, Inc. (formerly TOT Energy, Inc.)
currently operates several online media websites in the film, auto
racing and emerging music talent markets.

Following the 2011 results, Daszkal Bolton LLP, in Fort
Lauderdale, Florida, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has experienced recurring losses
and has an accumulated deficit and stockholders' deficiency at
Dec. 31, 2011.

The Company reported a net loss of $24.85 million in 2011,
compared with a net loss of $3.10 million in 2010.

The Company's balance sheet at June 30, 2012, showed $3.22 million
in total assets, $7.69 million in total liabilities, and a
$4.46 million total stockholders' deficit.


NEW LEAF: Edward Eppel Appointed to Board of Directors
------------------------------------------------------
David N. Fuselier, Chairman and CEO of New Leaf Brands, Inc.,
announced that Mr. Edward "Ted" Eppel has been appointed to NLEF's
Board of Directors.  Mr. Eppel brings more than 35 years of broad
consumer packaging experience and is the former President of the
Society of Packaging and Handling Engineers.  A lifetime member of
the Institute of Packaging Professionals, he is a past President
of the Meadowlands, New Jersey chapter.

"I'm very excited to join the New Leaf team and to bring my
experience in packaging and handling.  I'll be able to assist New
Leaf in the reduction of beverage packaging expenses.  The company
can be more efficient than it is, and will be," said Mr. Eppel.

New Leaf CEO Fuselier said "We are pleased that Ted has accepted
our request to join New Leaf's Board.  His 35 year career provides
our company with fresh insights and extraordinary depth in
packaging."  Mr. Eppel will chair New Leaf's Compensation
Committee.

                          About New Leaf

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

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

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

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


NEWPAGE CORP: NY Bankr. Judge Robert Drain Named Mediator
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware appointed
the Hon. Robert D. Drain, Bankruptcy Judge for the Southern
District of New York, to conduct non-binding mediation concern on
plan related matters in the Chapter 11 cases of NewPage
Corporation, et al.

The New York bankruptcy judge is being called in to mediate
talks among NewPage Corp. and its creditors in a bid to come up
with a consensual restructuring plan.

The key parties directed to attend mediation are: (i) the Debtors;
(ii) the Official Committee of Unsecured Creditors; (iii) the
First Lien lenders, Second Lien Lenders and Stora Enso Oyi.

The mediator will assist the parties in resolving certain issues
and impediments relating to the formulation and confirmation of a
chapter 11 plan.

                        About NewPage Corp

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

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

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

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

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

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

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

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


NEWPAGE CORP: To File Plan Disclosures by Aug. 31
-------------------------------------------------
NewPage Corporation, et al., ask the U.S. Bankruptcy Court for the
District of Delaware to extend until Aug. 31, 2012, their time to
file a disclosure statement explaining the proposed chapter 11
plan.

The current exclusive period to file a Plan and solicit
acceptances for the proposed plan is set to expire on Sept. 4, and
Oct. 31, respectively.

The Debtors related that they had filed their plan, and the
request for disclosure statement filing extension will be for the
amendment of the plan, if any.

As reported in the Troubled Company Reporter on Aug. 16, 2012,
the Chapter 11 Plan consists of 12 separate Chapter 11 Plans - one
Plan for each of the Debtors that will emerge as a reorganized
entity.  This Plan does not substantively consolidate any Estates.

According to a Bloomberg report, no creditor group is yet
supporting the plan, according to a court filing.  The plan
proposes a settlement to resolve claims where the unsecured
creditors committee says there are grounds for challenging the
validity of liens held by first-lien lenders.

The Bloomberg report notes NewPage has consistently said unsecured
creditors are "hopelessly out of the money" and there is no theory
under which success in a suit would bring them a dividend under a
Chapter 11 plan.

The Bloomberg report relates that if first-lien lenders don't
accept the settlement contained in the plan, all of the new stock
will go to the lenders and no other creditor classes will receive
anything.  In that event, other creditors will be put to the task
of opposing approval of the plan at a confirmation hearing where
the committee could attempt to establish the invalidity of the
lenders' liens.  If the senior lenders accept the settlement
contained in the plan, unsecured creditors would divide $1.3
million plus any recoveries by a litigation trust.

According to the report, second-lien lender would receive
$2 million cash in the settlement, while holders of subordinated
unsecured notes would take home $500,000 cash.  The second-lien
and subordinated creditors would also share in litigation trust
recoveries.  Assuming senior lenders go along with the settlement,
trade suppliers would receive 15 percent in cash spread over two
years.

                        About NewPage Corp

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

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

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

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

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

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

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

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


NEXSTAR BROADCASTING: To Sell Net Assets of KBTV for $14 Million
----------------------------------------------------------------
Nexstar Broadcasting, Inc., a wholly-owned indirect subsidiary of
Nexstar Broadcasting Group, Inc., has entered into a definitive
agreement to sell the net assets of KBTV, its FOX and Bounce TV
affiliate in Beaumont-Port Arthur, TX, to Deerfield Media (Port
Arthur), Inc., for $14.0 million, subject to certain prorated
working capital adjustments.  The accounting for the transaction
has not yet been determined, but Nexstar Broadcasting anticipates
the recognition of a gain on the sale.  Completion of the sale is
subject to approval by regulatory authorities and other customary
conditions, and Nexstar Broadcasting expects the sale to close
prior to the end of 2012.  Proceeds of the sale will be used to
repay debt obligations and for general corporate purposes.

                  About Nexstar Broadcasting Group

Irving, Texas-based Nexstar Broadcasting Group Inc. currently
owns, operates, programs or provides sales and other services to
62 television stations in 34 markets in the states of Illinois,
Indiana, Maryland, Missouri, Montana, Texas, Pennsylvania,
Louisiana, Arkansas, Alabama, New York, Rhode Island, Utah and
Florida.  Nexstar's television station group includes affiliates
of NBC, CBS, ABC, FOX, MyNetworkTV and The CW and reaches
approximately 13 million viewers or approximately 11.5% of all
U.S. television households.

The Company reported a net loss of $11.89 million in 2011, a net
loss of $1.81 million in 2010, and a net loss of $12.61 million
in 2009.

The Company's balance sheet at June 30, 2012, showed $566.34
million in total assets, $736.93 million in total liabilities and
a $170.58 million total stockholders' deficit.

                           *     *     *

As reported by the Troubled Company Reporter on Aug. 30, 2010,
Standard & Poor's Ratings Services raised its corporate credit
rating on Nexstar Broadcasting Group to 'B' from 'B-'.  The rating
outlook is stable.

"The 'B' corporate credit rating reflects S&P's expectation that
Nexstar's core ad revenue will continue growing modestly in 2010
and 2011," said Standard & Poor's credit analyst Deborah Kinzer.
The EBITDA growth resulting from the rebound in core advertising,
combined with political ad revenue from the 2010 midterm
elections, should, in S&P's view, enable Nexstar to reduce its
leverage significantly by the end of the year.


NEXTWAVE WIRELESS: Polygon Management Discloses 10% Equity Stake
----------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Polygon Management Ltd. and its affiliates
dsiclosed that, as of Aug. 16, 2012, they beneficially own
2,500,000 shares of common stock of NextWave Wireless Inc.
representing 10% of the shares outstanding.

Polygon Management previously reported beneficial ownership of
3,180,052 common shares or a 12.4% equity stake as of Aug. 1,
2012.

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

                       http://is.gd/uHsOkh

                      About Nextwave Wireless

NextWave Wireless Inc. (PINK: WAVE) is a holding company for
holding company for a significant wireless spectrum portfolio.
Its continuing operations are focused on the management of ikts
wireless spectrum interests.  Total domestic spectrum holdings
consist of approximately 3.9 billion MHz POPs.  Its international
spectrum included in continuing operations include 2.3 GHz
licenses in Canada with 15 million POPs covered by 30 MHz of
spectrum.

In its report on the Company's annual report for year ended
Dec. 31, 2011, Ernst & Young, said, "The Company has incurred
recurring operating losses and has a working capital
deficiency, primarily comprised of the current portion of long
term obligations of $142.0 million at December 31, 2011, that is
associated with the maturity dates of its debt.  The Company
currently does not have the ability to repay this debt at
maturity. These conditions raise substantial doubt about the
Company's ability to continue as a going concern."

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

                        Bankruptcy Warning

As of June 30, 2012, the aggregate principal amount of the
Company's secured indebtedness was $1,103.1 million.  This amount
includes the Company's Senior Notes with an aggregate principal
amount of $148.1 million, the Company's Second Lien Notes with an
aggregate principal amount of $207.9 million and the Company's
Third Lien Notes with an aggregate principal amount of $747.1
million.  The Company's current cash reserves are not sufficient
to meet its payment obligations under its secured notes at their
current maturity dates.  Additionally, the Company may not be able
to consummate sales of the Company's wireless spectrum assets
yielding sufficient proceeds to retire this indebtedness at the
current scheduled maturity dates.  If the Company is unable to
further extend the maturity of its secured notes, or identify and
successfully implement alternative financing to repay its secured
notes, the holders of the Company's Notes could proceed against
the assets pledged to collateralize these obligations.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.  Insufficient capital to repay the
Company's debt at maturity would significantly restrict the
Company's ability to operate and could cause the Company to seek
relief through a filing in the United States Bankruptcy Court.


NEXTWAVE WIRELESS: Avenue Capital Discloses 16.7% Equity Stake
--------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Avenue Capital Management II, L.P., and its
affiliates disclosed that, as of Aug. 17, 2012, they beneficially
own 4,178,148 shares of common stock of Nextwave Wireless Inc.
representing 16.7% of the shares outstanding.

Avenue Capital previously reported beneficial ownership of
6,899,083 common shares or a 24.9% equity stake as of Aug. 1,
2012.

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

                       http://is.gd/JHNa5h

                      About Nextwave Wireless

NextWave Wireless Inc. (PINK: WAVE) is a holding company for
holding company for a significant wireless spectrum portfolio.
Its continuing operations are focused on the management of ikts
wireless spectrum interests.  Total domestic spectrum holdings
consist of approximately 3.9 billion MHz POPs.  Its international
spectrum included in continuing operations include 2.3 GHz
licenses in Canada with 15 million POPs covered by 30 MHz of
spectrum.

In its report on the Company's annual report for year ended
Dec. 31, 2011, Ernst & Young, said, "The Company has incurred
recurring operating losses and has a working capital
deficiency, primarily comprised of the current portion of long
term obligations of $142.0 million at December 31, 2011, that is
associated with the maturity dates of its debt.  The Company
currently does not have the ability to repay this debt at
maturity. These conditions raise substantial doubt about the
Company's ability to continue as a going concern."

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

                        Bankruptcy Warning

As of June 30, 2012, the aggregate principal amount of the
Company's secured indebtedness was $1,103.1 million.  This amount
includes the Company's Senior Notes with an aggregate principal
amount of $148.1 million, the Company's Second Lien Notes with an
aggregate principal amount of $207.9 million and the Company's
Third Lien Notes with an aggregate principal amount of $747.1
million.  The Company's current cash reserves are not sufficient
to meet its payment obligations under its secured notes at their
current maturity dates.  Additionally, the Company may not be able
to consummate sales of the Company's wireless spectrum assets
yielding sufficient proceeds to retire this indebtedness at the
current scheduled maturity dates.  If the Company is unable to
further extend the maturity of its secured notes, or identify and
successfully implement alternative financing to repay its secured
notes, the holders of the Company's Notes could proceed against
the assets pledged to collateralize these obligations.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.  Insufficient capital to repay the
Company's debt at maturity would significantly restrict the
Company's ability to operate and could cause the Company to seek
relief through a filing in the United States Bankruptcy Court.


NEXTWAVE WIRELESS: Agrees to Amend Senior Secured Notes
-------------------------------------------------------
NextWave Wireless Inc., NextWave Wireless LLC and NextWave Holdco
LLC, each a wholly owned subsidiary of the Company, entered into
various agreements pursuant to which:

   * NextWave LLC amended and restated its Senior Secured Notes
     due 2012 in the aggregate principal amount of $148,928,308
     with accrued and unpaid interest through Aug. 15, 2012, of
     $1,861,603;

   * NextWave LLC amended and restated its Senior-Subordinated
     Secured Second Lien Notes due 2013 in the aggregate principal
     amount of $207,977,581 with accrued and unpaid interest
     through Aug. 15, 2012, of $3,899,579;

   * the Company amended and restated its Third Lien Subordinated
     Secured Notes due 2013 by splitting those notes into two
     series, including its Parent Third Lien Subordinated Secured
     Notes due 2013 in the aggregate principal amount of
     $318,627,451 with accrued and unpaid interest through
     Aug. 15, 2012, of $6,372,549, and the Spinco Third Lien
     Subordinated Secured Notes due 2013 issued by NextWave Holdco
     in an aggregate principal amount of $428,321,090 with accrued
     and unpaid interest through Aug. 15, 2012, of $8,566,422.

The Company previously entered into an Agreement and Plan of
Merger, dated Aug. 1, 2012, with AT&T Inc., and Rodeo Acquisition
Sub Inc., that provides for the acquisition of the Company by AT&T
by means of a merger of Merger Sub with and into the Company.  As
a result of the Merger, the Company will become a wholly owned
subsidiary of AT&T.  As required pursuant to the Merger Agreement,
on Aug. 8, 2012, the Company formed NextWave Holdco which will
assume all assets and liabilities of the Company and its
subsidiaries not relating solely to the WCS and AWS wireless
spectrum licenses to be acquired by AT&T.

              Call Option/Note Redemption Agreement

On Aug. 16, 2012, NextWave LLC and NextWave Holdco entered into
the Call Option/Note Redemption Agreement with Wilmington Trust,
National Association and the holders of the NextWave Holdco Notes.
Under the Call Option Agreement, immediately prior to the closing
of this Merger, all of the NextWave Holdco Notes will be
automatically redeemed pursuant to and in accordance with the
Amended and Restated Spinco Third Lien Subordinated Exchange
Agreement, dated as of Aug. 16, 2012, by and among NextWave
Holdco, NextWave LLC, AWS Wireless Inc., NextWave Broadband Inc.,
NW Spectrum Co. and NextWave Metropolitan, Inc., certain other
guarantors name therein, certain purchasers named therein, and
Wilmington Trust, National Association for all of the limited
liability company interests of NextWave Holdco.  In addition,
under the Call Option Agreement, if the Merger Agreement is
terminated and the holders of the NextWave Holdco Notes elect to
pay $25,000,000, which payment will be for the benefit of the
Company's stockholders, then the NextWave Holdco Notes will be
redeemed pursuant to and in accordance with the Amended and
Restated Spinco Exchange Agreement for all of the limited
liability company interests of NextWave Holdco.

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

                        http://is.gd/a4cIsX

                      About Nextwave Wireless

NextWave Wireless Inc. (PINK: WAVE) is a holding company for
holding company for a significant wireless spectrum portfolio.
Its continuing operations are focused on the management of ikts
wireless spectrum interests.  Total domestic spectrum holdings
consist of approximately 3.9 billion MHz POPs.  Its international
spectrum included in continuing operations include 2.3 GHz
licenses in Canada with 15 million POPs covered by 30 MHz of
spectrum.

In its report on the Company's annual report for year ended
Dec. 31, 2011, Ernst & Young, said, "The Company has incurred
recurring operating losses and has a working capital
deficiency, primarily comprised of the current portion of long
term obligations of $142.0 million at December 31, 2011, that is
associated with the maturity dates of its debt.  The Company
currently does not have the ability to repay this debt at
maturity. These conditions raise substantial doubt about the
Company's ability to continue as a going concern."

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

                        Bankruptcy Warning

As of June 30, 2012, the aggregate principal amount of the
Company's secured indebtedness was $1,103.1 million.  This amount
includes the Company's Senior Notes with an aggregate principal
amount of $148.1 million, the Company's Second Lien Notes with an
aggregate principal amount of $207.9 million and the Company's
Third Lien Notes with an aggregate principal amount of $747.1
million.  The Company's current cash reserves are not sufficient
to meet its payment obligations under its secured notes at their
current maturity dates.  Additionally, the Company may not be able
to consummate sales of the Company's wireless spectrum assets
yielding sufficient proceeds to retire this indebtedness at the
current scheduled maturity dates.  If the Company is unable to
further extend the maturity of its secured notes, or identify and
successfully implement alternative financing to repay its secured
notes, the holders of the Company's Notes could proceed against
the assets pledged to collateralize these obligations.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.  Insufficient capital to repay the
Company's debt at maturity would significantly restrict the
Company's ability to operate and could cause the Company to seek
relief through a filing in the United States Bankruptcy Court.


NEXTWAVE WIRELESS: Douglas Manchester Discloses 5.2% Equity Stake
-----------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Douglas F. Manchester and his affiliates
disclosed that, as of Aug. 1, 2012, they beneficially own
1,359,485 shares of common stock of NextWave Wireless Inc.
representing 5.2% of the shares outstanding.  A copy of the filing
is available for free at http://is.gd/MwtpCe

                      About Nextwave Wireless

NextWave Wireless Inc. (PINK: WAVE) is a holding company for
holding company for a significant wireless spectrum portfolio.
Its continuing operations are focused on the management of ikts
wireless spectrum interests.  Total domestic spectrum holdings
consist of approximately 3.9 billion MHz POPs.  Its international
spectrum included in continuing operations include 2.3 GHz
licenses in Canada with 15 million POPs covered by 30 MHz of
spectrum.

In its report on the Company's annual report for year ended
Dec. 31, 2011, Ernst & Young, said, "The Company has incurred
recurring operating losses and has a working capital
deficiency, primarily comprised of the current portion of long
term obligations of $142.0 million at December 31, 2011, that is
associated with the maturity dates of its debt.  The Company
currently does not have the ability to repay this debt at
maturity. These conditions raise substantial doubt about the
Company's ability to continue as a going concern."

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

                        Bankruptcy Warning

As of June 30, 2012, the aggregate principal amount of the
Company's secured indebtedness was $1,103.1 million.  This amount
includes the Company's Senior Notes with an aggregate principal
amount of $148.1 million, the Company's Second Lien Notes with an
aggregate principal amount of $207.9 million and the Company's
Third Lien Notes with an aggregate principal amount of $747.1
million.  The Company's current cash reserves are not sufficient
to meet its payment obligations under its secured notes at their
current maturity dates.  Additionally, the Company may not be able
to consummate sales of the Company's wireless spectrum assets
yielding sufficient proceeds to retire this indebtedness at the
current scheduled maturity dates.  If the Company is unable to
further extend the maturity of its secured notes, or identify and
successfully implement alternative financing to repay its secured
notes, the holders of the Company's Notes could proceed against
the assets pledged to collateralize these obligations.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.  Insufficient capital to repay the
Company's debt at maturity would significantly restrict the
Company's ability to operate and could cause the Company to seek
relief through a filing in the United States Bankruptcy Court.


NORTHSTAR AEROSPACE: Christopher Picone OK'd as Wind Down Officer
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Northstar Aerospace (USA) Inc., et al., to appoint Christopher L.
Picone Of Picone Advisory Group, LLC as the wind down officer and
director effective as of the closing date of the sale of
substantially all of the Debtors' assets.

Mr. Picone is expected to act as an independent fiduciary on
behalf of the Debtors during the wind down of the Debtors' affairs
from and after the closing of the pending sale of assets.

The Debtors will pay Mr. Picone on an hourly basis and reimburse
Mr. Picone for reasonable and necessary out-of-pocket expenses
incurred during the engagement, subject to a total fee cap of
$35,000.  The Debtors will also provide Mr. Picone with a $10,000
retainer.

To the best of the Debtors' knowledge, Mr. Picone does not hold or
represent any interest adverse to the Debtors or their estates.

                     About Northstar Aerospace

Chicago, Illinois-based Northstar Aerospace --
http://www.nsaero.com/-- is an independent manufacturer of flight
critical gears and transmissions.  With operating subsidiaries in
the United States and Canada, Northstar produces helicopter gears
and transmissions, accessory gearbox assemblies, rotorcraft drive
systems and other machined and fabricated parts.  It also provides
maintenance, repair and overhaul of components and transmissions.
Its plants are located in Chicago, Illinois; Phoenix, Arizona and
Milton and Windsor, Ontario.  Northstar employs over 700 people
across its operations.

Northstar Aerospace, along with affiliates, filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 12-11817) in Wilmington,
Delaware, on June 14, 2012, to sell its business to affiliates of
Wynnchurch Capital, Ltd., absent higher and better offers.

Attorneys at SNR Denton US LLP and Bayard, P.A. serve as counsel
to the Debtors.  The Debtors have obtained approval to hire Logan
& Co. Inc. as the claims and notice agent.

Certain Canadian affiliates are also seeking protection pursuant
to the Companies' Creditors Arrangement Act, R.S.C.1985, c. C-36,
as amended.

As of March 31, 2012, Northstar disclosed total assets of
$165.1 million and total liabilities of $147.1 million.
Approximately 60% of the assets and business are with the U.S.
debtors.

Northstar Aerospace USA Inc. and its Canadian parent won court
approval on Tuesday to sell their assets to Illinois-based private
equity firm Wynnchurch Capital Ltd. for $70 million.

No creditors' committee has been appointed in these cases.  No
trustee or examiner has been appointed.


NORTHSTAR AEROSPACE: Wants to Hire Grant Thornton as Tax Advisors
-----------------------------------------------------------------
Northstar Aerospace (USA) Inc., et al., ask the U.S. Bankruptcy
Court for the District of Delaware for authorization to employ to
Grant Thornton LLP as tax advisors.

Grant Thornton, will render, among other things:

   a. services in connection with Federal and State income tax
      filings;

   b. tax consulting to support income tax filings, including, but
      not limited to, UNICAP calculations, DPAD calculations, and
      estimate and extension calculations; and

   c. services in connection with international transfer pricing
      documentation and studies for requested tax years.

Pursuant to an engagement letter, dated as of Aug. 10, 2012, the
firm will bill the Debtor according to these rates:

                                            Standard
         Classification                   Hourly Rates
         --------------                   ------------
         Partner/Principal               $600 - $700
         Managing Director               $550 - $600
         Senior Manager                  $500 - $575
         Manager                         $400 - $525
         Senior Associate                $300 - $440
         Associate                       $245 - $280
         Paraprofessional                    $170

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

                     About Northstar Aerospace

Chicago, Illinois-based Northstar Aerospace --
http://www.nsaero.com/-- is an independent manufacturer of flight
critical gears and transmissions.  With operating subsidiaries in
the United States and Canada, Northstar produces helicopter gears
and transmissions, accessory gearbox assemblies, rotorcraft drive
systems and other machined and fabricated parts.  It also provides
maintenance, repair and overhaul of components and transmissions.
Its plants are located in Chicago, Illinois; Phoenix, Arizona and
Milton and Windsor, Ontario.  Northstar employs over 700 people
across its operations.

Northstar Aerospace, along with affiliates, filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 12-11817) in Wilmington,
Delaware, on June 14, 2012, to sell its business to affiliates of
Wynnchurch Capital, Ltd., absent higher and better offers.

Attorneys at SNR Denton US LLP and Bayard, P.A. serve as counsel
to the Debtors.  The Debtors have obtained approval to hire Logan
& Co. Inc. as the claims and notice agent.

Certain Canadian affiliates are also seeking protection pursuant
to the Companies' Creditors Arrangement Act, R.S.C.1985, c. C-36,
as amended.

As of March 31, 2012, Northstar disclosed total assets of
$165.1 million and total liabilities of $147.1 million.
Approximately 60% of the assets and business are with the U.S.
debtors.

Northstar Aerospace USA Inc. and its Canadian parent won court
approval on Tuesday to sell their assets to Illinois-based private
equity firm Wynnchurch Capital Ltd. for $70 million.

No creditors' committee has been appointed in these cases.  No
trustee or examiner has been appointed.


OVERLAND PARK: Moodys Lowers Ratings on $43.7MM Bonds to 'Ba1'
--------------------------------------------------------------
Moody's Investors Service has downgraded to Ba1 from Baa3 the
underlying ratings on the Overland Park Development Corporation's
$43.7 million First Tier Refunding Revenue Bonds, Series 2007A
(Overland Park Convention Center Hotel) and $66.2 million Second
Tier Refunding Revenue Bonds, Series 2007B (Overland Park
Convention Center Hotel). At this time Moody's has revised the
rating outlook to stable and concluded the review for possible
downgrade.

Ratings Rationale

The downgrade to Ba1 reflects the volatile performance of the
hotel revenues combined with the inadequacy of the citywide hotel
tax revenues to fully support the debt service. Lower than
expected net operating revenues of the hotel weakened the
financial metrics and increased the dependence on the City of
Overland Park's Transient Guest Tax. The stable outlook is based
on the assumption that the declines in performance had reached
bottom in 2010 and the operational and financial performance will
continue to recover going forward.

Outlook

The stable outlook is predicated upon expectations regarding
improvements to both the net operation revenue of the hotel and
the TGT available revenues.

What could change the rating--UP

Material and sustained increases in occupancy, ADRs, and net cash
flow could put upward pressure on the rating.

What could change the rating--DOWN

Further declines in occupancy and ADRs or a significant deviation
from forecasts could put downward pressure on the rating.

Strengths

* Both series of bonds are additionally secured by a pledge of
   TGT revenues

* The Overland Park Development Corporation-owned hotel is
   located in Overland Park (Aaa GO rating), a wealthy suburb of
   Kansas City, and benefits from nearby offices, which attract
   transient business travelers, and the Overland Park convention
   center, which is attached to the hotel and generates group
   room nights

* Strong management agreement with Sheraton extends through 2022
   and requires annual deposits for a maintenance reserve equal
   to 6% of gross revenues, slightly above comparable properties

Challenges

* Current nationwide economic trends have depressed the hotel's
   operating performance since 2008 with slight improvement in
   2011

* The hotel's demand drivers - which include corporate offices
   in Overland Park and the convention center - are limited
   compared to hotels in larger, more urban areas with a greater
   diversity of economic activity

* The convention center competes with a similar facility located
   in nearby Kansas City, Missouri

* Revenues from convention center hotels are generally
   economically sensitive and downturns in the general economy
   can depress occupancy and room rates

The principal methodology used in this rating was Generic Project
Finance Methodology published in December 2010.


PARK LANE I: Files to Regain Control of Cliffs at Ricky Ridge
-------------------------------------------------------------
Park Lane I LLC filed a Chapter 11 petition (Bankr. S.D.N.Y. Case
No. 12-13624) in Manhattan on Aug. 23, 2012.

The Debtor owns real estate located at the Cliffs at Ricky Ridge
(3325 Ridge Manor Drive and 3239 Westbrook Drive, Birmingham,
Alabama) and Overlook at Homewood (915 Valley Ridge Drive,
Birmingham).  The Debtor estimated assets of less than $50,000 and
debts of up to $500 million as of the Chapter 11 filing.

The property is subject to a foreclosure action pending in the
Circuit Court of Jefferson County, Alabama.  GlassRatner
Management & Realty Advisors LLC was appointed as the receiver for
the property and currently manages the property.

According to Bruno de Vinck, manager, the Debtor believes it is in
its best interest to seek property under Chapter 11 of the
Bankruptcy Code as it will provide the Debtor an opportunity to
reorganize and address any other known and unknown creditor
issues.

Mr. de Vinck said in a court filing that that concurrently with
the bankruptcy filing, the Debtor is demanding from the receiver
immediate turnover of (i) the complete list of all the Debtor's
creditors, and (i) all financial information relating to the
Debtor's operations over the past six months, in order to assist
the Debtor in formulating its going-forward budget and cash flow
projections.

The Debtor is represented by Edward E. Neiger, Esq., at Neiger
LLP, in New York, in the Chapter 11 case.

TCR's records indicate athat Park Lane I LLC, along with
affiliates, previously sought Chapter 11 protection on April 28,
2009 (Bankr. S.D.N.Y. Lead Case No. 09-12635).  Howard Greenberg,
Esq., at Ravin Greenberg, LLC, represented the Debtors at that
time.


PEACHWOOD INVESTMENTS: Case Summary & Unsecured Creditor
--------------------------------------------------------
Debtor: Peachwood Investments LLC
        1366 91st Ave NE
        Clyde Hill, WA 98004

Bankruptcy Case No.: 12-18768

Chapter 11 Petition Date: August 24, 2012

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Timothy W. Dore

Debtor's Counsel: Jeffrey B. Wells, Esq.
                  500 Union St Ste 502
                  Seattle, WA 98101
                  Tel: (206) 624-0088
                  E-mail: paralegal@jeffwellslaw.com

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

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

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Belcher Swanson Law Firm                         $200,000
900 Dupont
Bellingham, WA 98225

The petition was signed by Derek Stebner, managing member.


PEGASUS RURAL: Access to Cash Collateral Expires Aug. 31
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware, in a final
order, in March authorized Pegasus Rural Broadband, LLC, et al.,
to:

   -- obtain secured postpetition financing in the aggregate of
      $3,000,000 from Xanadoo Company; and

   -- use cash collateral until Aug. 31, 2012.

The material provisions of the DIP Facility Agreement, includes:

   Borrowers:              Pegasus Rural Broadband, LLC; Pegasus
                           Guard Band, LLC; Xanadoo Spectrum, LLC;
                           Xanadoo Holdings, Inc.; Xanadoo, LLC.

   Lender:                 Xanadoo Company.

   Interest Rate:          12.5%

   Maturity Date:          Dec. 11, 2012 or upon termination by
                           default if no third-party final DIP
                           financing is procured.

   Liens on Collateral:    Postpetition Liens in the DIP
                           Collateral and a DIP Superpriority
                           Claim, junior and subordinate in all
                           rights and respects to the Prepetition
                           Indebtedness owed to the Prepetition
                           Secured Parties, by authorizing the
                           Borrowers to use cash collateral and
                           grant adequate protection to the
                           Prepetition Senior Secured Lenders and
                           (b) incur post-petition secured
                           indebtedness.

   Carve-Out:              in the amount of $721,000 to satisfy
                           the Final Approved Budget.

A copy of the terms of the DIP facility is available for free at
http://bankrupt.com/misc/PEGASUSRURAL_dipfinancing.pdf

                   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.


POWERWAVE TECHNOLOGIES: Amends License Agreement with Tatfook
-------------------------------------------------------------
On May 23, 2012, Filtronic (Suzhou) Telecommunications Products
Co., Ltd., a subsidiary of Powerwave Technologies, Inc., completed
the sale of certain fixed assets and inventory associated with
Powerwave's manufacturing facility in Suzhou, China to Shenzhen
Tatfook Technology Co., Ltd.  In connection with this sale,
Powerwave and Tatfook entered into a License and Manufacturing
Agreement, pursuant to which Powerwave licensed Tatfook the right
to (i) manufacture certain Powerwave antenna and tower-mounted
amplifier products and (ii) exclusively sell those antenna and
tower-mounted amplifier products in China.  As consideration for
the license, Tatfook agreed to pay Powerwave an up-front fee of
$5,000,000 and ongoing royalties on sales of the Licensed Products
in China.  The License Fee and royalties are subject to approval
of the Chinese foreign exchange and tax authorities.

In response to comments received by the Chinese tax authorities in
their review of the License Agreement, on Aug. 16, 2012, Powerwave
and Tatfook amended the License Agreement to provide that if
Tatfook terminates the License Agreement because of a default by
Powerwave, Powerwave will refund the prorated unearned portion of
the License Fee, on an after-tax basis, calculated on a straight
line basis over the 7-year term of the License Agreement.  The
Amendment also clarifies, amongst other items, that Tatfook does
not owe royalties to Powerwave on sales of the licensed products
directly to Powerwave.

A copy of the amendment is available for free at:

                       http://is.gd/Z6Pfky

                   About Powerwave Technologies

Powerwave Technologies, Inc., headquartered in Santa Ana, Calif.,
is a global supplier of end-to-end wireless solutions for wireless
communications networks.  The Company has historically sold the
majority of its product solutions to the commercial wireless
infrastructure industry.

The Company's balance sheet at July 1, 2012, showed
$232.55 million in total assets, $363.67 million in total
liabilities, and a shareholders' deficit of $131.12 million.

According to the quarterly report for the period ended July 1,
2012, the Company has experienced significant recurring net losses
and operating cash flow deficits for the past four quarters.  The
Company's ability to continue as a going concern is dependent on
many factors, including among others, its ability to raise
additional funding, and its ability to successfully restructure
operations to lower manufacturing costs and reduce operating
expenses.


RADIENT PHARMACEUTICALS: Amends License Agreement with GCDx
-----------------------------------------------------------
On July 17, 2012, Radient Pharmaceuticals Corporation or "RXPC"
filed a Form 8-K to disclose a license agreement it entered into
with Global Cancer Diagnostics, Inc., in order to commercialize
certain of its intellectual property in the form of a Lung Cancer
test.  Pursuant to the Agreement, GCDx will pay an upfront license
fee of $200,000 and all costs related to patent and FDA filings.

On Aug. 23, 2012, the Company agreed to amend Section 3.1 of the
Agreement regarding license fee and replace it with the following:

     "GCDx will pay a License Fee of Two Hundred Fifty Thousand
      Dollars ($250,000) to RXPC immediately upon receipt of funds
      from the first closing of its current financing for
      approximately Two Million Dollars ($2,000,000), which is
      currently anticipated to close on September 4, 2012 or no
      later than September 15, 2012."

A copy of the amendment is available for free at:

                        http://is.gd/RSj4Kx

                    About Radient Pharmaceuticals

Tustin, Calif.-based Radient Pharmaceuticals Corporation is
engaged in the research, development, manufacturing, sale and
marketing of its Onko-Sure(R) test kit, which is a proprietary in-
vitro diagnostic (or IVD) cancer test.  The Company markets its
Onko-Sure(R) test kits in the United States, Canada, Chile,
Europe, India, Korea, Japan, Taiwan, Vietnam and other markets
throughout the world.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, KMJ Corbin & Company
LLP, in Costa Mesa, California, expressed substantial doubt about
Radient's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred significant operating
losses, had negative cash flows from operations in 2011 and 2010,
and has a working capital deficit of approximately $49.8 million
at Dec. 31, 2011.

The Company reported a net loss of $86.19 million in 2011,
compared with a net loss of $85.71 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.18 million
in total assets, $50.87 million in total current liabilities, and
a stockholders' deficit of $49.69 million.

                        Bankruptcy Warning

"The committee of our three independent directors continues to
assess whether the Company has any other options to remain in
business.  Due to the shortage of working capital, we were unable
to pay premiums associated with our Directors and Officers
insurance.  As a consequence, on June 25, 2012, we were informed
by two members of our Board of Directors of their resignation.  As
a result, we have only one independent Director serving on our
Board at this time.  Although our remaining sales team continues
to work towards completing pending and future sales of our Onko-
Sure test kit, if these sales are not completed and we do not
otherwise raise additional funds in the immediate future, it is
likely that we will be forced to cease all operations and might
seek protection from our creditors under the United States
bankruptcy laws," the Company said in its annual report for the
year ended Dec. 31, 2011.


RCN TELECOM: Credit Repricing No Impact on Moody's 'B1' CFR
-----------------------------------------------------------
Moody's Invstors Service said that RCN Telecom Services, LLC (RCN)
announced a repricing of its existing credit facility, comprised
of a $40 million first lien revolving credit (undrawn) and
approximately $632 million outstanding first lien term loan. The
transaction reduces the average annual interest rate by
approximately 1.25%, with no change to maturity or total debt.

Moody's considers the transaction credit positive for RCN since
the lower interest rate should boost free cash flow, given annual
interest expense savings estimated at approximately $7.3 million.
However, this modest improvement does not warrant a change to the
B1 corporate family rating. The transaction does not impact RCN's
leverage of approximately 4.2 times debt-to-EBITDA for the
trailing twelve months ended June 30, and Moody's expects the
interest expense savings to offset upfront fees paid for the
amendment within the first year.

Based in Princeton, New Jersey, RCN Telecom Services, LLC (RCN)
provides bundled cable, high-speed Internet and voice services to
residential and small-medium business customers primarily located
in high-density Northeast (Washington, D.C.; Philadelphia and
Lehigh Valley, PA; New York City; Boston) and Chicago markets. The
company serves approximately 329 thousand video, 329 thousand high
speed data, and 191 thousand voice customers, and its annual
revenue is approximately $556 million. ABRY Partners, LLC owns
approximately two-thirds of the company, Spectrum Equity owns
approximately 20%, and management and other equity investors own
the remainder.


RENASCENT INC: Chapter 11 Case Reinstated
-----------------------------------------
Renascent Inc. in June obtained a Court order reinstating its
Chapter 11 case.  Renascent had filed a motion asking the
Bankruptcy Court to vacate a May 25, 2012 order closing its
Chapter 11 case or in the alternative, reopen the Chapter 11 case.

In reinstating the bankruptcy case, the Court cited a pending
adversary proceeding, Case No. 11-00045, involving the Debtor.
The Defendant had moved the Court to withdraw the reference to
have the Adversary Proceeding and transfer the case in Federal
District Court.  The Debtor's co-counsel John Amsden consented to
the motion to withdraw reference.  On that basis, according to the
court ruling, it was understood the reference would be withdrawn;
a Motion for Entry of Final Decree was filed on May 25.
Subsequently, an Order denying the Motion to Withdraw the
Reference was issued on May 31 by the District Court, sending the
adversary dispute back to the Bankruptcy Court.  On June 1, 2012,
the Bankruptcy Court set a Pre-Trial Scheduling Conference in the
adversary proceeding.

                     About Renascent Inc.

Victor, Montana-based Renascent, Inc., filed for Chapter 11
protection (Bankr. D. Mont. Case No. 10-62358) on Sept. 29, 2010.

At the time of the filing, the Debtor owned two large tracts of
property in Ravalli County, Montana.  This property was sold in
two sales for $2.5 million on July 14, 2001.  The Debtor also
owned a 170-acre parcel of land consisting of two tracts of
contiguous land near Stevensville, Montana (83 Bell Crossing and
81 Bell Crossing).

Jon R. Binney, Esq., at Binney Law Firm, P.C., in Missoula,
Montana, represents the Debtor.  David Markette, Esq., and Dustin
Chouinard, at Markette & Chouinard, serve as the Debtor's special
counsel.  There was no official committee appointed in the
Debtor's case.  The Company disclosed $13,131,199 in assets and
$7,278,420 in liabilities as of the Chapter 11 filing.

In a court-approved stipulation, Renascent, Inc. and the Office of
the United States Trustee agreed to appoint Ross P. Richardson as
special litigation master.


REPWEST INSURANCE: A.M. Best Affirms 'B' Financial Strength Rating
------------------------------------------------------------------
A.M. Best Co. has removed from under review with negative
implications and affirmed the financial strength rating of B
(Fair) and issuer credit rating of "bb+" of Repwest Insurance
Company (Repwest) (Phoenix, AZ).  The outlook assigned to both
ratings is stable.  Repwest is a wholly owned subsidiary of AMERCO
[NASDAQ: UHAL], a publicly-traded holding company.  AMERCO also is
the parent of U-Haul International, Inc. (U-Haul), North America's
leading "do-it-yourself" moving and storage operator.

The ratings of Repwest were downgraded and placed under review
with negative implications on February 14, 2012, following
disclosure of a substantial reserve strengthening that occurred in
the fourth quarter of 2011 primarily driven by excess workers'
compensation business (which was discontinued in 2003).  The
reserve actions resulted in a notable deterioration in Repwest's
operating results and a significant reduction in its policyholder
surplus at December 31, 2011.  Subsequent discussions between A.M.
Best and Repwest's management team clarified both the change in
reserving methodology that resulted in the reserve actions and the
company's ongoing claims practices, which in turn resulted in the
assignment of a stable outlook to the ratings.

Repwest's ratings reflect the decline in risk-adjusted
capitalization due to the 2011 reserve actions, its poor calendar
year underwriting performance in recent years, driven by the
significant adverse loss reserve development associated with its
excess workers' compensation business (which was discontinued in
2003), and its high cost structure.

These factors are somewhat offset by Repwest's absolute level of
risk-adjusted capitalization, which, while declining, is currently
sufficient to support the company's liabilities, and generally
favorable accident year operating performance from 2007 through
2011, following management's decision to focus on U-Haul-related
business.  The stable outlook acknowledges A.M. Best's
expectations that Repwest will continue to maintain its supportive
level of capitalization prospectively.

Positive rating actions are not expected in the near term. Factors
that could lead to negative rating actions include a continued
deterioration in Repwest's underwriting performance or a
significant erosion of its risk-adjusted capital level.


RESIDENTIAL CAPITAL: Seeks More Exclusivity Amid Examiner Probe
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Residential Capital LLC is using the pending
examiner's report to justify a nine-month expansion of the
exclusive right to propose a reorganization plan.

According to the report, ResCap's exclusivity will expire on
Sept. 9 unless there is a hearing that day to extend the deadline.
The bankruptcy judge called for the appointment of an examiner,
who said his report won't be completed until February.

The report relates that the judge won't allow creditors to vote on
a Chapter 11 plan until the examiner completes his investigation.
To adjust the reorganization plan once the investigation is
completed, ResCap says it's reasonable to extend exclusivity until
early June.

The $473.4 million of ResCap senior unsecured notes due April 2013
traded on Aug. 24 for 23.5 cents on the dollar, according to
Trace, the bond-price reporting system of the Financial Industry
Regulatory Authority.  The $2.1 billion in third-lien 9.625%
secured notes due 2015 last traded on Aug. 21 for 100 cents on the
dollar, Trace reported.

                   About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap is selling its mortgage origination and servicing
businesses and its legacy portfolio, consisting mainly of mortgage
loans and other residual financial assets.  At the onset of the
bankruptcy case, ResCap struck a deal with Nationstar Mortgage LLC
for the mortgage origination and servicing businesses, and with
Ally Financial for the legacy portfolio.  Together, the asset
sales are expected to generate roughly $4 billion in proceeds.

Following a hearing in June, the bankruptcy judge scheduled
auctions for Oct. 23.  A hearing to approve the sales was set for
Nov. 5.  Fortress Investment Group LLC will make the first bid for
the mortgage-servicing business, while Berkshire Hathaway Inc.
will serve as stalking-horse bidder for the remaining portfolio of
mortgages.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


REVEL ENTERTAINMENT: Bank Debt Trades at 25% Off
------------------------------------------------
Participations in a syndicated loan under which Revel
Entertainment Group LLC is a borrower traded in the secondary
market at 74.82 cents-on-the-dollar during the week ended Friday,
Aug. 24, a drop of 1.13 percentage points from the previous week
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  The Company pays 750 basis
points above LIBOR to borrow under the facility.  The bank loan
matures on Feb. 15, 2017, and carries Moody's B3 rating and
Standard & Poor's CCC rating.  The loan is one of the biggest
gainers and losers among 175 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

Revel Entertainment -- www.revelresorts.com -- owns Revel, a newly
opened beachfront resort that features more than 1,800 rooms with
sweeping ocean views.  The smoke-free resort has indoor and
outdoor pools, gardens, lounges, a 32,000-square-foot spa, a
collection of 14 restaurant concepts, and a casino.  Revel is
located on the Boardwalk at Connecticut Avenue in Atlantic City,
New Jersey.


RG STEEL: Court Sets Sept. 24 Set as General Claims Bar Date
------------------------------------------------------------
The U.S. Bankruptcy Court of the District of Delaware has
established Sept. 24, 2012, as the deadline for any individual or
entity to file proofs of claim against RG Steel LLC, et al.

The Court also set Nov. 27, as the governmental unit bar date.

Proofs of claim must be filed with:

         RG Steel Claims Processing Center
         c/o Kurtsman carson Consultants LLC
         2335 Alaska Avenue
         El Segundo, CA 90245

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons. It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC. RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio. It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business. The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing. The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal. RG Steel LLC disclosed
$1,293,320,461 in assets and $1,050,005,993 in liabilities as of
the Chapter 11 filing.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker. Donald
MacKenzie of Conway MacKenzie, Inc., as CRO. Kurtzman Carson
Consultants LLC is the claims and notice agent and provides
administrative services.

RG Steel LLC sold the Sparrows Point steel mill to liquidator
Hilco Industrial on Aug. 7 for about $72 million,

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case. Kramer Levin Naftalis & Frankel LLP represents the
Committee. Saul Ewing LLP serves as co-counsel. Huron Consulting
Services LLC serves as its financial advisor.


RG STEEL: Nucor Buys Wheeling Corrugating Unit for $7 Million
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that RG Steel LLC brought in another $7 million last week
when the bankruptcy court approved sale of the Wheeling
Corrugating division to Nucor Corp.

                         About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons. It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC. RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio. It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business. The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing. The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal. RG Steel LLC disclosed
$1,293,320,461 in assets and $1,050,005,993 in liabilities as of
the Chapter 11 filing.

Judge Kevin J. Carey presides over the case.  The Debtors are
represented in the case by Robert J. Dehney, Esq., and Erin R.
Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP, and Matthew A.
Feldman, Esq., Shaunna D. Jones, Esq., Weston T. Eguchi, Esq., at
Willkie Farr & Gallagher LLP, represent the Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker. Donald
MacKenzie of Conway MacKenzie, Inc., as CRO. Kurtzman Carson
Consultants LLC is the claims and notice agent and provides
administrative services.

RG Steel LLC sold the Sparrows Point steel mill to liquidator
Hilco Industrial on Aug. 7 for about $72 million,

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case. Kramer Levin Naftalis & Frankel LLP represents the
Committee. Saul Ewing LLP serves as co-counsel. Huron Consulting
Services LLC serves as its financial advisor.


ROBERTS LAND: Plan, Dismissal Hearing Set for Sept. 6
-----------------------------------------------------
The U.S. Bankruptcy Court will convene a hearing Sept. 6 to
consider (i) confirmation of the Chapter 11 plan filed by Roberts
Land & Timber Investment Corp., and (ii) a motion for relief from
stay, or, alternatively, motion to dismiss the cases by Farm
Credit of Florida, ACA.

As reported in the Troubled Company Reporter on Oct. 4, 2011, the
Debtor filed a Chapter 11 plan that provides that at the sole and
exclusive option of the Debtors, which will be exercised prior to
the conclusion of the confirmation hearing, the Debtors will
inform the Court of their determination to invoke and implement
either Plan Treatment I or Plan Treatment II of Class 4 Secured
Claim of Farm Credit of Florida, ACA, as successor by merger to
Farm Credit of North Florida, ACA.  Farm Credit holds a first
priority mortgage lien in various tracts of real property to
secure an indebtedness of $11,300,819.  Regardless which
alternative Plan Treatment is selected by the Debtors, the Debtor
and its president, Avery C. Roberts, will within reason continue
to provide active management and consulting services as may be
requested by Farm Credit with respect to the continued
development, marketing, leasing and sale of the Woodstock
Industrial Site being conveyed to Farm Credit under the Amended
Plan.

A copy of the Third Amended Plan is available for free at:

    http://bankrupt.com/misc/ROBERTSLAND_3rd_Amended_Plan.pdf

The Aug. 3, 2011 edition of the TCR reported that Farm Credit
asked the Court to lift the automatic stay, or alternatively, to
dismiss the Debtors' cases, arguing that:

  i) the Debtors' cases have not been filed in good faith.  Rather
     than litigating a foreclosure action with Farm Credit in
     state court, the Debtors chose to file for Chapter 11 to
     invoke the automatic stay;

ii) the Debtors' Plan cannot be confirmed because the Plan
     provides Farm Credit with only a portion of its collateral
     in full satisfaction of its claims;

iii) in addition to the "occasional and infrequent" sale of the
     Real Property, the Debtors' only income is approximately
     $8,000 per year from a hunting lease.  The remainder of the
     Debtors' income consists of mortgage receivables pledged
     to Community State Bank and used to service its debt.

iv) the Debtors lack sufficient income to adequately protect Farm
     Credit's interest in the Real Property.

  v) the Debtors have no equity in the Real Property and the Real
     Property is not necessary for an effective reorganization.

                       About Roberts Land

Roberts Land & Timber Investment Corp. filed a Chapter 11 petition
(Bankr. M.D. Fla. Case No. 11-03851) in Jacksonville, Florida, on
May 25, 2011.  Andrew J. Decker, III, Esq., at The Decker Law
Firm, P.A., in Live Oak, Florida, serves as counsel to the Debtor.
Affiliate Union Land & TimberCorp. also sought Chapter 11
protection (Case No. 11-03853).

The Debtors are real estate holding and development companies as
well as holder of private mortgages.  The Debtors receive income
from the sale and development of real estate, management of real
estate developments, mortgage receivables, cattle grazing leases
and hunting leases.

In its schedules, Roberts Land disclosed assets of $26.7 million
with debt totaling $12.2 million, all secured.  The principal
properties are 1,500 acres in Baker County, Florida and 3,300
acres in Union County, Florida.

In its schedules, Union Land disclosed $2,376,170 in assets and
$11,945,819 in liabilities as of the petition date.


ROSETTA GENOMICS: Expands Management Team and Laboratory Capacity
-----------------------------------------------------------------
Rosetta Genomics Ltd. announced the completion of three executive
hires and an expansion of its commercial operations in preparation
for expected sales growth of its microRNA diagnostic assays,
specifically its flagship product miRview mets2.  The Company
recently announced a co-marketing agreement with Precision
Therapeutics, Inc., for miRview mets2, as well as a recent
decision by Medicare to reimburse the miRview mets2 assay.

"In addition to the terrific management hires we are announcing
today, we have begun the process of adding sales representatives
to our oncology-focused sales team and have already doubled the
capacity of our laboratory operations in anticipation of an
increase in demand as our miRview mets2 assay gains further market
acceptance," stated Kenneth A. Berlin, President and Chief
Executive Officer of Rosetta Genomics.  "In addition, we have
begun the process of adding to our national accounts management
team to work with private payers to increase the number of covered
lives for our miRview mets2 assay."

"With 200,000 patients in the U.S. diagnosed with Cancers of
Unknown or Uncertain Primary each year, there is a significant
market opportunity for miRview mets2.  Our goal is to articulate
our value with this lead product and then leverage that success to
advance the commercialization of other products in our portfolio,"
added Mr. Berlin.

The following individuals recently joined or are soon expected to
join the Company's management team:

   * As previously announced, Ron Kalfus joined Rosetta Genomics
     in May 2012 as Chief Financial Officer, succeeding interim
     CFO Tomer Assis.  Previously Mr. Kalfus served as CFO and
     Treasurer of MabCure Inc., a publicly traded biotechnology
     startup company focused on early cancer detection using
     monoclonal antibodies.  Prior to that he was with Toys "R" Us
     for four years where he was responsible for the company's SEC
     reporting and later in the financial planning department
     managing the Toys "R" Us division's annual budget.  Mr.
     Kalfus previously worked in public accounting where he
     specialized in audits of medium-sized enterprises and public
     companies.  He is a licensed CPA in the State of New Jersey,
     and holds a Masters in Accounting from Fairleigh Dickinson
     University and a Bachelor's degree in Finance from the
     University of Georgia.

   * Guy C. Malchi will join Rosetta Genomics on Sept. 2, 2012, in
     the newly created position of Executive Vice President of
     Corporate Development.  Most recently he was with Champions
     Oncology, Inc., where he was General Manager, UK Diagnostic
     Subsidiary and Head of Pharma Business.  At Champions he
     designed and implemented the drug pipeline strategy and
     business plan, and signed several licensing deals and
     strategic partnerships with leading biotechnology firms and
     academic institutions.  Previously he was CEO of Optimata,
     Ltd., an Israeli biotechnology company that developed and
     marketed biosimulation predictive software.  Mr. Malchi spent
     seven years at TEFEN Ltd., Management Consulting in London,
     where he was a Founding Partner and Head of European Life
     Science Practice.  Mr. Malchi holds a B.Sc. in Industrial
     Engineering from Tel-Aviv University and an Executive MBA
     from the London Business School.  Guy will focus on leading
     the Company's effort to leverage its microRNA platform in
     partnerships with pharmaceutical and biotechnology companies,
     as well as with medical technology and diagnostic companies.
     In addition he will lead efforts aimed at licensing or
     acquiring new opportunities.

   * Steve Miller joined the Company in June 2012 in the newly
     created position of Director of Marketing and Reimbursement.
     Prior to Rosetta Mr. Miller operated his own marketing and
     reimbursement consultancy business.  Previously he spent nine
     years at Veridex, LLC, a Johnson & Johnson company focused on
     oncology medical devices and diagnostics, where he was
     Worldwide Product Director with responsibility for brand P&L,
     and the development and execution of annual marketing plans.
     During his last two years with Veridex, Mr. Miller also
     played a key leadership role in brand reimbursement efforts.
     Prior to that he was Worldwide Product Director for the
     Ortho-Clinical Diagnostics blood donor screening franchise.
     Mr. Miller received a higher technical diploma in Applied
     Biology from the North East Surrey College of Technology in
     the UK. Mr. Miller will focus on driving adoption of
     Rosetta's marketed assays as well as widening the insurance
     coverage for these assays.

"It is with great pleasure that I welcome Ron, Guy and Steve to
the Rosetta team.  Their collective experience, relationships and
know-how will be invaluable as we work to capitalize on our
powerful and versatile microRNA platform and as we leverage our
growing commercial operation to expand product sales and attract
potential partnerships and collaborations," added Mr. Berlin.

                           About Rosetta

Located in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to
develop and commercialize new diagnostic tests based on a recently
discovered group of genes known as microRNAs.  MicroRNAs are
naturally expressed, or produced, using instructions encoded in
DNA and are believed to play an important role in normal function
and in various pathologies.  The Company has established a CLIA-
certified laboratory in Philadelphia, which enables the Company to
develop, validate and commercialize its own diagnostic tests
applying its microRNA technology.

In its auditors' report for the 2011 financial statements, Kost
Forer Gabbay & Kasierer, in Tel-Aviv, Israel, expressed
substantial doubt about Rosetta Genomics' ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred recurring operating losses and generated negative
cash flows from operating activities in each of the three years in
the period ended Dec. 31, 2011.

The Company reported a net loss after discontinued operations of
$8.83 million on $103,000 of revenues for 2011, compared with a
net loss after discontinued operations of $14.76 million on
$279,000 of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.04 million
in total assets, $2.40 million in total liabilities, and a
stockholders' deficit of $356,000.

                         Bankruptcy Warning

The Company said in its annual report for the year ended Dec. 31,
2011, "We have used substantial funds to discover, develop and
protect our microRNA tests and technologies and will require
substantial additional funds to continue our operations.  Based on
our current operations, our existing funds, including the proceeds
from the January 2012 debt financing, will only be sufficient to
fund operations until late May, 2012.  We intend to seek funding
through collaborative arrangements and public or private equity
offerings and debt financings.  Additional funds may not be
available to us when needed on acceptable terms, or at all.  In
addition, the terms of any financing may adversely affect the
holdings or the rights of our existing shareholders.  For example,
if we raise additional funds by issuing equity securities, further
dilution to our then-existing shareholders may result.  Debt
financing, if available, may involve restrictive covenants that
could limit our flexibility in conducting future business
activities.  If we are unable to obtain funding on a timely basis,
we may be required to significantly curtail one or more of our
research or development programs.  We also could be required to
seek funds through arrangements with collaborators or others that
may require us to relinquish rights to some of our technologies,
tests or products in development or approved tests or products
that we would otherwise pursue on our own.  Our failure to raise
capital when needed will materially harm our business, financial
condition and results of operations, and may require us to seek
protection under the bankruptcy laws of Israel and the United
States."


SAN BERNARDINO, CA: Taps Rust Consulting as Claims/Noticing Agent
-----------------------------------------------------------------
City of San Bernardino, California asks the U.S. Bankruptcy Court
for the Central District of California for permission to employ
Rust Consulting/Omni Bankruptcy, a Division of Rust Consulting,
Inc., as the claims, noticing and balloting agent.

The Debtor relates that its potential creditor pool is vast, with
over 200,000 people residing in the City and with over 5,000
parties expected to be on mailing matrix.  Given the size of
the City's mailing matrix, it would be impracticable and
inefficient for the City and the Court to undertake the task of
sending notices to the creditors and other parties-in-interest.

Rust Omni will function as claims, noticing and balloting agent
to, among other things, serve as the Court's notice agent to mail
notices to the Debtor's creditors and parties.

                       About San Bernardino

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Calif. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joins two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.


SAPPHIRE VP: Plan of Liquidation Declared Effective
---------------------------------------------------
Sapphire VP, L.P., notified the U.S. Bankruptcy Court For The
Southern District of Texas that the Effective Date of its Plan of
Liquidation, occurred on July 17, 2012.

As reported in the Troubled Company Reporter on July 24, 2012, the
Court confirmed the Debtor's Plan dated May 31, 2012, as modified.

On June 27, the Debtor requested that the Court approve the
modifications to the Plan.  The Debtor related that the primary
reason for the filing the supplement is because SSPIBR, Ltd., an
unsecured creditor and equity interest holder in the case, has
requested that Article 6 of the Plan be modified to include a
provision requiring that the Litigation Trustee prepare and
circulate periodic status reports to creditors of the trust.  The
Modification must be approved before the Plan can be confirmed.

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

The Court also said that in connection to the Plan confirmation:
(i) objections to the Plan filed by Gary Leach and GT Leach
Builders, LLC were withdrawn; and automatic stay is terminated to
allow International Bank of Commerce to foreclose on the Sapphire
Property.

As reported in the TCR on June 22, 2012, the Court conditionally
approved the Disclosure Statement explaining the proposed Plan
dated May 31, 2012.

According to the Disclosure Statement, the Plan provides for these
terms:

   1) Allowed administrative claims will be paid in cash in full
      From the Cash Infusion unless otherwise agreed;

   2) Ad valorem property taxes will be paid by IBC when due;

   3) the Sapphire Property will be foreclosed on by IBC or
      Premier Tierra for a credit against the debt equal to $28
      million, plus payment of a portion of the proceeds from the
      "reserved litigation claims";

   4) Allowed non-insider general unsecured claims, including any
      claims related to condominium association dues, will be paid
      a pro rata share $70,000 from the ZCA Settlement Proceeds;

   5) Allowed insider claims will receive specified percentages of
      the proceeds from reserved litigation claims up to the full
      amount of the allowed claim;

   6) Equity interest holders will receive any funds remaining
      after full payment to IBC, Premier Tierra, and holders of
      allowed general unsecured claims and allowed insider claims.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/SAPPHIRE_VP_ds.pdf

                         About Sapphire VP

Houston, Texas-based Sapphire VP, LP, filed a Chapter 11 petition
(Bankr. S.D. Tex. Case No. 12-10173) in Brownsville on April 2,
2012.  Sapphire, a Single Asset Real Estate as defined in 11
U.S.C. Sec. 101 (51B), disclosed $64 million in assets and $42.3
million in liabilities in its schedules.

The Debtor is the developer of the Sapphire Condominiums project
located at South Padre Island, Texas.  The Debtor in its schedules
said the property is worth $35 million and secures a $32.3 million
debt.

Judge Richard S. Schmidt oversees the case.  Melissa Anne
Haselden, Esq., at Hoover Slovacek LLP, in Houston, serves as
counsel to the Debtor.  The petition was signed by Randall J.
Davis, as manager of the Debtor's general partner.

The Debtor in April 2012 filed a motion for valuation of the
collateral.  The Debtor and IBC agreed to abate this matter
pursuant to a settlement.

A related entity, Houston, Texas-based Diamond Beach VP, LP, filed
a Chapter 11 petition (Bankr. S.D. Tex. Case No. 12-10175) in
Brownsville on April 2, 2012.  The Debtor owns the Diamond Beach
Condominiums located at Galveston, Texas.  IBC objected to Diamond
Beach's request for joint administration with the Sapphire case.
As part of a settlement, if Diamond's Chapter 11 plan is
confirmed, the Debtor will withdraw this motion from consideration
by the Court.  Sapphire and Diamond are seeking confirmation of
separate Chapter 11 plans.


SEARCHMEDIA HOLDINGS: Phillip Frost Owns 10.5MM Ordinary Shares
---------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Phillip Frost, M.D., and Frost Gamma
Investments Trust disclosed that, as of Aug. 17, 2012, they
beneficially own 10,470,024 Ordinary Shares, par value $0.0001 per
share, of SearchMedia Holdings Limited, representing 34.8% of the
shares outstanding.

Mr. Frost previously reported beneficial ownership of 7,827,559
ordinary shares representing 33.77% of the shares outstanding as
of May 2, 2012.

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

                         http://is.gd/gScfao

                          About SearchMedia

SearchMedia is a leading nationwide multi-platform media company
and one of the largest operators of integrated outdoor billboard
and in-elevator advertising networks in China.  SearchMedia
operates a network of high-impact billboards and one of China's
largest networks of in-elevator advertisement panels in 50 cities
throughout China.  Additionally, SearchMedia operates a network of
large-format light boxes in concourses of eleven major subway
lines in Shanghai.  SearchMedia's core outdoor billboard and in-
elevator platforms are complemented by its subway advertising
platform, which together enable it to provide a multi-platform,
"one-stop shop" services for its local, national and international
advertising clients.

Marcum Bernstein & Pinchuk LLP, in New York, issued a "going
concern" qualification on the consolidated financials statements
for the year ended Dec. 31, 2011.  The independent auditors noted
that the Company has suffered recurring losses and has a working
capital deficiency of approximately $31,000,000 at Dec. 31, 2011,
which raises substantial doubt about its ability to continue as a
going concern.

Searchmedia Holdings reported a net loss of $13.45 million
in 2011, a net loss of $46.63 million in 2010, and a net loss of
$22.64 million in 2009.

The Company's balance sheet at Dec. 31, 2011, showed $50.45
million in total assets, $63.90 million in total liabilities and a
$13.45 million total shareholders' deficit.


SHEEHAN MEMORIAL: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Sheehan Memorial Hospital
        425 Michigan Avenue
        Buffalo, NY 14203

Bankruptcy Case No.: 12-12663

Chapter 11 Petition Date: August 24, 2012

Court: United States Bankruptcy Court
       Western District of New York (Buffalo)

Judge: Carl L. Bucki

Debtor's Counsel: Garry M. Graber, Esq.
                  HODGSON, RUSS LLP
                  The Guaranty Building, Suite 100
                  140 Pearl Street
                  Buffalo, NY 14202-4040
                  Tel: (716) 856-4000
                  E-mail: ggraber@hodgsonruss.com

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

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

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

The petition was signed by John C. Davis, president and chief
executive officer.


SIAG AERISYN: Has Until Oct. 31 to Propose Chapter 11 Plan
----------------------------------------------------------
The Hon. Shelly D. Rucker of the Bankruptcy Court for the Eastern
District of Tennessee extended Siag Aerisyn, LLC's exclusive
periods to file and solicit acceptances for the proposed chapter
11 plan until Oct. 31, 2012, and Dec. 30, respectively.

SIAG Aerisyn LLC, aka Aerisyn LLC, filed a Chapter 11 petition
(Bankr. E.D. Tenn. Case No. 12-11705) on April 2, 2012 in its
hometown in Chattanooga, Tennessee.  The Debtor manufactures wind
towers essential for wind turbines as alternative energy sources.
The plant is located in Chattanooga, employing roughly 84 persons.

Judge Shelley D. Rucker presides over the case.  Samples,
Jennings, Ray & Clem, PLLC, serves as the Debtor's Chapter 11
counsel.  Wormser, Kiely, Galef & Jacobs, LLP, serves as special
counsel.  Jerome Luggen of Cincinnati Industrial Auctioneers,
Inc., was tapped as appraiser of the Debtor's equipment.  The
Debtor estimated up to $50 million in assets and debts.

In its schedules, the Debtor disclosed $18,728,994 in total assets
and $24,261,855 in total liabilities.


STEREOTAXIS INC: J. Keegan and R. Messey Elected to Board
---------------------------------------------------------
Stereotaxis, Inc., held its annual meeting of stockholders on
Aug. 22, 2012.  The stockholders elected Joseph D. Keegan and
Robert J. Messey as Class II Directors to serve until the
Company's 2015 Annual Meeting.  The proposal to ratify the
appointment of Ernst & Young LLP as the Company's independent
registered public accounting firm for fiscal year 2012 was
approved.  The stockholders approved, by non-binding vote,
executive compensation and approved the Stereotaxis, Inc., 2012
Stock Incentive Plan.

                         About Stereotaxis

Based in St. Louis, Mo., Stereotaxis, Inc., designs, manufactures
and markets the Epoch Solution, which is an advanced remote
robotic navigation system for use in a hospital's interventional
surgical suite, or "interventional lab", that the Company believes
revolutionizes the treatment of arrhythmias and coronary artery
disease by enabling enhanced safety, efficiency and efficacy for
catheter-based, or interventional, procedures.

For the year ended Dec. 31, 2011, Ernst & Young LLP, in St. Louis,
Missouri, expressed substantial doubt about Stereotaxis' ability
to continue as a going concern.  The independent auditors noted
that the Company has incurred recurring operating losses and has a
working capital deficiency.

The Company reported a net loss of $32.0 million for 2011,
compared with a net loss of $19.9 million for 2010.

The Company's balance sheet at June 30, 2012, showed $36.61
million in total assets, $50.09 million in total liabilities and a
$13.47 million total stockholders' deficit.


SUNRISE SENIOR: Fitch Says Acquisition Won't Affect Ratings
-----------------------------------------------------------
The announced acquisition of Sunrise Senior Living, Inc. (NYSE:
SRZ) by Health Care REIT, Inc. (NYSE: HCN) has no impact on the
current 'BBB' Issuer Default Rating (IDR) and Stable Rating
Outlook for HCN.

Fitch currently rates HCN as follows:

  -- IDR 'BBB';
  -- $2 billion senior unsecured credit facility 'BBB';
  -- $250 million Canadian dollar senior unsecured term loan
     'BBB';
  -- $4.8 billion senior unsecured notes 'BBB';
  -- $494 million senior unsecured convertible notes 'BBB';
  -- $1 billion preferred stock 'BB+'.

Fitch views the Sunrise acquisition as having a neutral impact to
the credit profile of HCN, as the transaction is consistent with
HCN's strategy of acquiring high-quality health care assets with a
mix of equity and debt capital.  The acquisition is balanced by
positives and negatives.  On the positive side, the acquisition
will increase the overall quality of the portfolio, increase the
exposure to private-pay assets to 77% from 74%, and give the
company access to a $2 billion embedded investment pipeline.

Balancing these positives is the increase in cash flow volatility
resulting from the increase in exposure to RIDEA assets to 30% of
the portfolio, from 22% currently, and the inherent execution risk
in raising equity post-transaction announcement.  The acquisition
needs to be approved by Sunrise's shareholders and if Sunrise
receives a superior bid, HCN has the right to match that offer or
receive a $40 million break-up fee.  Fitch views the transaction
as likely to close given Fitch's view that the price of $14.50 per
share, a 62% premium to Sunrise's previous day closing price is a
full price.  If the transaction does not close on or prior to Feb.
21, 2013, HCN will have to pay an additional $50 million per
quarter in consideration until the closing date of the
transaction.  Lastly, the pricing implies a 6% capitalization rate
on projected 2013 NOI (excluding any recurring capital
expenditures for which HCN will have funding responsibility),
limiting potential near term returns in excess of financing costs.

Fitch anticipates that HCN will access the equity market in late
2012 to fund a portion of the transaction, which carries the risk
that HCN's stock price may decline in the interim.  Partially
mitigating this funding risk is HCN's demonstrated access to
capital, having raised $3 billion of common equity, preferred
equity and unsecured debt year-to-date in 2012, in addition to
$4.3 billion of total capital raised in 2011.  Notably, the
company remains committed to funding acquisitions on a leverage
neutral basis, as demonstrated by its recent issuance of 13.8
million common shares for gross proceeds of approximately $811
million to fund 3Q12 acquisitions.

Under the terms of the transaction, HCN agreed to acquire all of
the common stock outstanding of Sunrise Senior Living, Inc. for
$14.50 per share with cash, which reflects a total real estate
value (net of the management company) of approximately $1.9
billion.  HCN will assume approximately $1 billion of secured debt
at an average interest rate of 4.9% and will pay approximately
$950 million in cash as consideration.  In conjunction with a
closing date expected in 1Q'13, the Sunrise management company
will be spun-off as a separate entity, but will continue to manage
the assets.  It is expected that the management company will
continue to manage the assets in other REIT portfolios under its
existing agreements.

Included in the acquisition are 17 wholly-owned seniors housing
communities in the U.S. and 3 in Canada, as well as Sunrise's
interest in joint ventures that own 105 seniors housing
communities in the U.S. and U.K.  The Sunrise assets are high
quality with an average revenue per occupied room (RevPOR) of
$7,510 and average age of eight years compared with HCN's existing
portfolio RevPOR of $4,764 and average age of 13 years.  As a
result of the transaction, Sunrise will become HCN's second
largest operator at approximately 11% of the portfolio based on
investment balance.  Fitch views the assets favorably given the
locations in high barrier to entry markets and the high quality of
the assets.

HCN's leverage as measured by net debt to annualized 2Q'12
recurring EBITDA was approximately 5.9 times (x) at June 30, 2012,
after adjusting for the timing of 2Q'12 acquisitions and pro forma
the $811 million equity raise subsequent to quarter-end that is
expected to be used to fund acquisitions.  Pro forma for the
Sunrise transaction assuming HCN raises approximately $1.1 billion
of equity to fund the transaction, leverage is approximately 6.0x.

Fixed-charge coverage is appropriate for the 'BBB' rating.
Trailing 12 month fixed-charge coverage as of June 30, 2012 was
2.4x, unchanged from 2.4x in 2011 but down from 2.8x in 2010 and
3.1x in 2009.  Pro forma for the Sunrise acquisition assuming HCN
raises approximately $1.1 billion of equity to fund the
transaction, coverage is 2.6x, which is appropriate for the
rating.  Fitch defines fixed-charge coverage as recurring
operating EBITDA including Fitch's estimate of recurring cash
distributions from unconsolidated entities less recurring capital
expenditures and straight-line rent adjustments divided by total
interest incurred and preferred dividends.

The company's liquidity is strong pro forma for the Sunrise
acquisition.  Sources of liquidity (unrestricted cash, unsecured
revolving credit facility availability and projected retained cash
flows from operating activities after dividends) divided by uses
of liquidity (debt maturities, projected recurring capital
expenditures and projected development expenditures) was 1.4x for
the period July 1, 2012 to Dec. 31, 2014.  Liquidity coverage
would be 0.7x in a stressed scenario whereby HCN uses the credit
facility to fund the equity portion of the acquisition, which
would be weak for the 'BBB' IDR.

HCN also has adequate contingent liquidity due to the presence of
a large unencumbered property pool.  Fitch estimates that
unencumbered assets (unencumbered annualized 2Q'12 net operating
income [NOI] divided by a stressed 9% cap rate) to unsecured debt
is approximately 2.0x pro forma for the Sunrise acquisition, which
is appropriate for the 'BBB' rating.

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

The following factors may result in positive momentum in the
ratings and/or Rating Outlook:

  -- Fixed-charge coverage sustaining above 3.0x (fixed charge
     coverage is 2.6x as of June 30, 2012 pro forma for the
     Sunrise acquisition)
  -- Leverage sustaining below 5.0x (leverage is 6.0x as of June
     30, 2012 pro forma for the Sunrise acquisition);
  -- Unencumbered assets-to-unsecured debt sustaining above 3.0x
     (unencumbered annualized 2Q'12 NOI divided by a stressed 9%
     cap rate to unsecured debt was 2.0x as of June 30, 2012 pro
     forma the Sunrise acquisition).

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

  -- Fixed-charge coverage sustaining below 2.5x;
  -- Leverage sustaining above 6.0x;
  -- Deteriorating tenant/operator cash flow coverage of rent;
  -- Unencumbered assets-to-unsecured debt sustaining below 2.0x;
  -- A base case liquidity coverage ratio sustaining below 1.0x.


SUPERIOR PLUS: DBR Confirms 'BB(high)' Issuer Rating
----------------------------------------------------
DBRS has confirmed the Issuer Rating on Superior Plus LP (Superior
or the Company) at BB (high) and the Instrument Ratings of the
Senior Secured Notes and Senior Unsecured Debentures issued by
Superior at BB (high) and BB (low), respectively. Trends on all
the ratings are Stable.  Pursuant to DBRS's leveraged finance
rating methodology, the recovery ratings of RR3 and RR6 on the
above-noted securities are confirmed.  Superior is a 99.9%-owned
subsidiary of Superior Plus Corporation (SP-Corp), which was
converted from an income fund at year-end 2008 and is listed in
the Toronto Stock Exchange.  As SP-Corp has no other operating
business, Superior's business cash flow is used to support all
consolidated debt.  Hence, we have assessed the consolidated
financial metrics and liquidity in determining Superior's
financial risk profile.

The Company has been acquisitive in the past as it sought to grow
its revenue, geographic reach and customer base.  However,
performance of the acquired companies have been below expectation,
largely as a result of the slow economic recovery and housing
starts in North American since the recession in 2009, occasional
impact of unusually warm winters that reduce demand of propane and
heating oil, as well as the more intense competition in the Energy
Services (ES) and Construction Product Distribution (CPD) segments
in the U.S. compared to the Canadian home markets.  In addition,
the sodium chlorate production within the Company's Specialty
Chemicals (SC) division is mainly sold to the pulp and paper
industry, which is facing fundamental decline in demand in North
America.  We expect the headwinds facing Superior's businesses in
North America to persist and limit future volume growth prospects.

The slower-than-expected growth in earnings and cash flow and the
increased debt level to finance these acquisitions have combined
to result in materially weaker debt coverage metrics since 2007 to
levels that DBRS considers weak for the current BB (high) rating.
Adjusted debt-to-EBITDA peaked in 2010 at 5.9 times (x), while
cash flow- to-debt weakened to 11%.  These metrics have begun to
improve since then as the economic conditions slowly recover to
4.5x and 16%, respectively, for the last 12 months ended June 30,
2012.

DBRS notes that Superior has adopted a number of measures to
improve its financial risk profile following the appointment of
the new CEO, Mr. Luc Desjardin, in November 2011.  These measures
focus mainly on (1) reviewing operations to improve efficiency and
reduce operating costs, (2) reducing working capital requirement
and stabilizing the enterprise resource planning system installed
since April 2010 and (3) conserving cash flow for deleveraging by
reducing dividend payments and more focused capex spending.
Management has publicly stated its intention to apply its free
cash flow toward repayment of outstanding credit facility drawdown
until the Company reaches its target of lowering its unadjusted
total debt-to-EBITDA to the low end of the 3.5x to 4.0x range and
maintain that in the medium term.  The efforts have so far led to
the notable debt reduction of almost $200 million during the first
half of 2012, which contributed to the aforementioned improvements
in financial metrics.  Given the slow revenue growth prospects, we
believe that the Company's ability to sustain these efficiencies
and deleveraging efforts as an important driver of financial
metrics and future rating trend.  Specifically, DBRS estimates
that it would possibly take two more years before these metrics
improve to return to their 2007 levels of 3.5x and 22%,
respectively, which we consider more consistent with a low-
investment-grade financial risk profile.

SP-Corp's liquidity remains reasonable.  After the full redemption
of the $175 million of 5.75% convertible subordinated debentures
in early August 2012, scheduled debt repayments will be modest,
averaging less than $100 million each year until 2015, when the
credit facility expires in June and the $74 million convertible
debentures mature in October.  The Company relies substantially on
the $570 million credit facility ($317 million available as at
June 30, 2012) and its annual operating cash flow of about $200
million for liquidity.  This is more than adequate to cover the
projected capital expenditure and its reduced dividend level and
allow gradual and steady deleveraging in the coming years.

Superior's overall business risk profile is supported by its
leading market position in Canadian propane distribution and
sodium chlorate production and by the diversity provided by other
businesses, which reduce its dependence on the North American
markets and to specific customer segments.  Business volumes in
the ES and SC divisions have been steady, albeit slow-growing.
Although prices of the distributed products could fluctuate,
Superior is able to generate a steady revenue base as it typically
earns a fixed-dollar margin over product and transportation costs
in ES's propane and refined fuel distribution business, while a
material proportion of SC's sodium chlorate sales are covered by
contractual arrangements.  The increasing contribution of
chloralkali products in the SC division should improve business
diversity and reduce the division exposure to the pulp and paper
industry.

DBRS considers the business risk profile of the Company's smaller
CPD business materially weaker than those of the other segments.
The CPD market is fragmented with intense competition, largely
based on price, service and customer relationship, with a
generally low barrier to entry.  Demand is also cyclical and
dependent upon general economic conditions and housing starts.  As
the North American economic recovery and housing starts (in
particular those in the U.S.) remain slow since the recession in
2009, discounts in sales have been common, resulting in materially
lower operating margins.  Operating margins in ES have weakened
since 2010 as Superior expanded in the more competitive, albeit
larger, U.S. markets through acquisitions.  In view of the above,
we believe that significant material increase of the higher-risk
CPD market business or further expansion of the ES business in the
U.S. could further weaken Superior's overall business risk profile
and pressure the ratings.

The Stable trend on the ratings reflect DBRS's view that, given
that the current financial metrics are weak for the rating, it
will take sustained management effort and more time before they
return to levels supportive of a low-investment-grade financial
risk profile, despite the recent improvements.  On the other hand,
we expect that, given their publicly stated intention to delever,
management will continue its efforts to prevent deterioration of
the Company's financial profile, as happened in the years leading
to 2010.  The ratings firm also expects industry fundamentals,
Superior's business mix and overall business risk profile to
remain largely unchanged in the medium term.


TOWER OAKS: Bankruptcy Judge Dismisses Chapter 11 Case
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland, at a
hearing held Aug. 8, 2012, ruled that the Chapter 11 case of Tower
Oaks Boulevard, LLC is dismissed.

As reported in the Troubled Company Reporter on June 15, 2012,
CWCapital Asset Management LLC asked the Court to convert the
Debtor's cases to one under Chapter 7 of the Bankruptcy Code.

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.

Brent W. Procida, Esq., at Venable LLP, the attorney for
CWCapital, said 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.

Mr. Procida noted that the Debtor is not currently represented by
a Chapter 11 counsel.  The Debtor's original counsel, Cohen,
Baldinger & Greenfeld, LLC, had their appearance struck by court
order dated Dec. 29, 2011.  Although the firm of Bregman, Berbert,
Schwartz & Gilday, LLC, still represents the Debtor as special
counsel, their engagement was limited.

According to Mr. Procida, despite failing to properly engage any
other counsel, pleadings demonstrate that the Debtor is employing
at least two additional law firms without court approval.  Since
January 2012, Hughes & Bentzen, PLLC, has filed documents on
behalf of the Debtor in a related adversary proceeding.  Gleason,
Flynn, Emig & Fogelman appeared at foreclosure sale of behalf of
the Debtor in November 2012 and has filed pleadings on behalf of
the Debtor in the Circuit Court for Montgomery County.  Neither
firm has obtained court order authorizing employment.

The Debtor is a single asset entity which owns an office building
at 2701 Tower Oaks Boulevard, Rockville, Maryland.  The building
was sold to the SPE Noteholder, a subsidiary of the Trust, at a
foreclosure auction on Nov. 28, 2011.  Ratification of the sale is
pending.  The building is vacant, Mr. Procida says.  The Debtor
has not paid any taxes on the building despite its refusal to
turnover possession to the noteholder.  The Real Property
Consolidated Tax Bill showing that the Trust has advanced
$105,344.21 for 2011 property taxes.

The Debtor's Statement of Financial Affairs lists a $7,000 payment
to John D. Buckingham, its principal owner, for management fees on
Dec. 31, 2010.  However, his son, David T. Buckingham, was
appointed guardian of John D. Buckingham on Oct. 25, 2010, due to
the elder Buckingham's advanced dementia.  The SOFA list numerous
additional disbursements to the children of John D. Buckingham,
including reimbursement of travel expenses, reimbursement of legal
fees, and one payment brazenly labeled "cash withdrawal".  The
disclosed prepetition disbursements to insiders total over
$22,000.  The Debtor never obtained authority to use cash
collateral, yet the few operating statements that have been filed
show thousands of dollars of cash collateral being disbursed,
including reimbursements for "travel expenses".  The largest
account receivable listed is from an affiliated company, Sun
Control Systems, Inc, and appears to be the subject of a family
dispute.  The Debtor has also indicated that it has potential
claims against Virginia Commerce Bank.

According to Mr. Procida, the Debtor is holding cash.  In
connection with a summary ejectment action in the District Court
of Maryland for Montgomery County, the Debtor's former tenant
Ronald Cohen Investments, Inc., deposited $62,930.12 with the
registry of the Rent Court.  The Rent Court later sent the Rent
Escrow by check to BBS&G, counsel to the Debtor in the ejectment
action.  According to Mr. Daniel Rigterink of BBS&G, these funds
were deposited in the Debtor-in-Possession bank account at the
direction of Philip McNutt of Hughes & Bentzen.

The Debtor, Mr. Procida stated, has no employees and nothing to
reorganize.  Its primary asset is a building which is the subject
of a foreclosure action.  The Debtor has resisted the secured
creditor's attempts to install a professional property manager as
receiver and instead allowed a potential Class A office building
to sit vacant and overgrown.  The few filed operating reports
openly admit to the unauthorized use of cash collateral, says Mr.
Procida.  "Such use is plainly harmful to the SPE Noteholder since
it has an undisputed security interest in all of the Debtor's cash
income," Mr. Procida adds.

"The Debtor's failure to pay taxes and inability to pay future
taxes is clear cause for conversion.  Lastly, additional non-
enumerated cause exists based on the Debtor's failure to obtain
new Chapter 11 counsel and its repeated use of unapproved law
firms in open disregard of Section 327(a) of the Bankruptcy Code,"
Mr. Procida states.

There are several recovery actions and questionable transactions
which would best be investigated by an active Chapter 7 Trustee,
Mr. Procida says.  The SOFA lists over $22,000 of disbursements to
insiders prior to the bankruptcy.  The potential misappropriation
resulting from leasing a large portion of the property to an
affiliated company and failing to collect rent should be
investigated, as well as potential actions against other former
tenants.  The source of the funds used to pay the two unauthorized
law firms representing the Debtor should receive a vigorous review
from an independent Trustee.  These firms should be compelled to
disgorge the payments they have received if the funds used were in
any way property of the estate.  The Debtor has several properly
retained law firms with approved fees that currently stand to go
unpaid.  The Virginia Commerce Claims should also be investigated.
The funds in the Debtor-in-Possession account, including the Rent
Escrow, are subject to the SPE Noteholder's security interest and
are at high risk for being disbursed beyond recovery in the
absence of a Trustee.

                    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 (Bankr.
D. Md. Case No. 11-12413) on 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 (Bankr. D. Md. Case No. 10-37991) on Dec. 13, 2010.

W. Clarkson McDow, Jr., the U.S. Trustee for Region 4, has not
appointed an official committee of unsecured creditors in the
Debtors' cases.


TOWER OAKS: Taps Christopher Fogleman on Foreclosure Proceedings
----------------------------------------------------------------
Tower Oaks Boulevard, LLC, asks the U.S. Bankruptcy Court for the
District of Maryland for permission to employ Christopher C.
Fogleman, Esq, and Gleason, Flynn, Emig & Fogleman, Chartered, as
special counsel, effective July 17, 2012.

Gleason will represent the Debtor in foreclosure proceedings in
the Circuit Court for Montgomery County, Maryland.

The Debtor has previously employed the firm of Bregman, Berbert,
Schwartz & Gilday, LLC to handle specific landlord-tenant matters
related to the Debtor's (former) tenant Ronald Cohen Investments,
Inc. and is also seeking the employment of Hughes & Bentzen, PLLC
as general counsel to the Debtor on bankruptcy matters, including
the formulation and prosecution of a plan of reorganization.
While there may be some necessary coordination with Hughes &
Bentzen, Gleason, will endeavor to avoid any unnecessary
duplication.

Mr. Fogleman, partner at Gleason, tells the Court that the hourly
mates of the firm's personnel range from $325/hour for partners,
$225/hour. for associates, and $100/hour for paralegals.

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

                    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.


TOWER OAKS: Wants to Hire Hughes & Bentzen as Bankruptcy Counsel
----------------------------------------------------------------
Tower Oaks Boulevard, LLC, asks the U.S. Bankruptcy Court for the
District of Maryland for permission to employ Hughes & Bentzen,
PLLC as counsel.

Philip J. McNutt, managing partner at Hughes & Bentzen tells the
Court that the hourly rates of the firm's personnel range from
$425/hour for partners, $250/hour for associates, and $80/hour for
paralegals.

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

                    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 (Bankr. D. Md. Case No. 10-37991) on Dec. 13, 2010.

W. Clarkson McDow, Jr., the U.S. Trustee for Region 4, has not
appointed an official committee of unsecured creditors in the
Debtors' cases.


TRANS-LUX CORP: Henry Hackel Discloses 4.9% Equity Stake
--------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Henry Hackel disclosed that, as of July 2,
2012, he beneficially owns 1,273,045 shares of common stock of
Trans-Lux Corporation representing 4.99% of the shares
outstanding.  The Hackel Family Associates beneficially owns
847,295 common shares.

Mr. Hackel previously reported beneficial ownership of
425,750 common shares or a 9.1% equity stake as of Nov. 14, 2011.

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

                        http://is.gd/4CBLnY

                   About Trans-Lux Corporation

Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a
designer and manufacturer of digital signage display solutions for
the financial, sports and entertainment, gaming and leasing
markets.

The Company reported a net loss of $1.42 million in 2011, compared
with a net loss of $7.03 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$26.72 million in total assets, $24.45 million in total
liabilities, $6.13 million in redeemable convertible preferred
stock, and a $3.86 million total stockholders' deficit.


TRIBUNE CO: Cablevision Blacks Out Tribune Stations Over Fee Spat
-----------------------------------------------------------------
Cablevision Systems Corp. blacked out WPIX and other stations
owned by Tribune Co., accusing the company of "anti-consumer"
demands in its negotiations about fees, according to an August 17
report by The Star-Ledger-NJ.com.

Cablevision said Tribune and a group of investors, including
Oaktree Capital Management LP and Angelo Gordon & Co., are asking
for tens of millions of dollars in new fees for WPIX and other
stations, the report said.

Tribune's WPIX and stations including WCCT and WPHL were blacked
out from Bethpage, New York-based Cablevision services.

It's the second blackout in about four months for Tribune after
DirecTV pulled out 23 of the company's local outlets for four
days in April, according to the report.

In a statement, Tribune said the New York-area cable provider
pulled the stations "while in the middle of negotiations."

"Cablevison took this action despite our offer of an unconditional
extension of the current carriage agreement with no change in
terms while negotiations continued," Tribune said.  "Tribune never
made any threat to withdraw these stations or any demand that
Cablevision remove them," the company said.

The company further said the action by Cablevision is "unfortunate
and is designed to mislead their subscribers who rely on Tribune's
local stations."

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.  Before it formally
emerges from bankruptcy, Tribune must still get approval from the
Federal Communications Commission on new broadcast licenses and
waivers for overlapping ownership of television stations and
newspapers in certain markets.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: Bank Debt Trades at 25% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 74.53 cents-on-the-
dollar during the week ended Friday, Aug. 24, an increase of 0.49
percentage points from the previous week according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The
Wall Street Journal.  The Company pays 300 basis points above
LIBOR to borrow under the facility.  The bank loan matures on May
17, 2014.  The loan is one of the biggest gainers and losers among
175 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                          About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.  Before it formally
emerges from bankruptcy, Tribune must still get approval from the
Federal Communications Commission on new broadcast licenses and
waivers for overlapping ownership of television stations and
newspapers in certain markets.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRUSTWORTHY RADIO: Files for Chapter 11 Bankruptcy in Utah
----------------------------------------------------------
David Dunkle at The Patriot-News reports Trustworthy Radio LLC has
filed for protection under Chapter 11 of the U.S. Bankruptcy Code.

The report notes Chapter 11 allows co-owner Bruce Collier, who
serves as general manager, and partner Joseph L. Green to keep
creditors at bay while they structure a reorganization plan under
a bankruptcy judge's supervision.

"The IRS had begun to levy our bank accounts, and I can't operate
like that," the report quotes Mr. Collier as saying.  "It was
clear that if we didn't do something, it was going to be nighty
night."

Trustworthy Radio operates a radio station in Cumberland County's,
Utah.


TVGA ENGINEERING: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: TVGA Engineering, Surveying, P.C.
        dba TVGA Consultants
        dba Accident Reconstruction Plus
        dba Lockwood Geospatial Services
        620 Main Street
        Buffalo, NY 14202

Bankruptcy Case No.: 12-12665

Chapter 11 Petition Date: August 24, 2012

Court: United States Bankruptcy Court
       Western District of New York (Buffalo)

Judge: Michael J. Kaplan

Debtor's Counsel: Daniel F. Brown, Esq.
                  ANDREOZZI, BLUESTEIN, FICKESS,
                  MUHLBAUER WEBER, BROWN, LLP
                  333 International Drive, Suite B-4
                  Williamsville, NY 14221
                  Tel: (716) 633-3200
                  Fax: (716) 633-0301
                  E-mail: dfb@abfmwb.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/nywb12-12665.pdf

The petition was signed by Edward M. Schiller, principal.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Edward M. Schiller                     12-12664   08/24/12


TXU CORP: Bank Debt Trades at 33% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 66.90 cents-on-the-dollar during the week
ended Friday, Aug. 24, an increase of 3.97 percentage points from
the previous week according to data compiled by LSTA/Thomson
Reuters MTM Pricing and reported in The Wall Street Journal.  The
Company pays 450 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Oct. 10, 2017, and carries
Moody's Caa1 rating and Standard & Poor's CCC rating.  The loan is
one of the biggest gainers and losers among 175 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

                       About Energy Future

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

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

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

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

                           *     *     *

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

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


TXU CORP: Bank Debt Trades at 27% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 73.29 cents-on-the-dollar during the week
ended Friday, Aug. 24, an increase of 4.49 percentage points from
the previous week according to data compiled by LSTA/Thomson
Reuters MTM Pricing and reported in The Wall Street Journal.  The
Company pays 350 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Oct. 10, 2014, and carries
Standard & Poor's CCC rating.  The loan is one of the biggest
gainers and losers among 175 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                       About Energy Future

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

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

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

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

                           *     *     *

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

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


UTSTARCOM HOLDINGS: To Hold 2012 Annual Meeting on Sept. 28
-----------------------------------------------------------
UTStarcom Holdings Corp.'s 2012 Annual Meeting of Shareholders
will be held on Friday, Sept. 28, 2012, at 1:00 p.m., local
Beijing time.  The meeting will be held at UTStarcom's offices
located at 52-2 Building, BDA International Enterprise Avenue,
No. 2 Jingyuan North Street, Beijing 100176, China.  Shareholders
of record as of the close of business on Aug. 24, 2012, are
entitled to receive notice of and vote at the 2012 Annual Meeting
of Shareholders.

In accordance with the requirements for advance notice set forth
in UTStarcom's Amended and Restated Articles of Association, in
order for a shareholder proposal or a director nomination to be
considered timely, that proposal or nomination must be received by
the Corporate Secretary by the close of business on Sept. 3, 2012.
All proposals or nominations should be sent to the attention of
the Corporate Secretary at UTStarcom Holdings Corp., 52-2
Building, BDA International Enterprise Avenue, No. 2 Jingyuan
North Street, Beijing 100176, China.  Those proposals or director
nominations must comply with Article 65(e) or Article 65(i) of the
Articles, respectively.

                       About UTStarcom, Inc.

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company's
headquarters are currently in Alameda, California, with its
research and design operations primarily in China.

The Company had income of $11.77 million in 2011, following a net
loss of $65.29 million in 2010, and a net loss of $225.70 million
in 2009.

The Company's balance sheet at June 30, 2012, showed $538.42
million in total assets, $285.15 million in total liabilities and
$253.27 million in total equity.


VIKING SYSTEMS: Enters Into New Executive Agreements
----------------------------------------------------
On Aug. 6, 2008, Viking Systems, Inc., entered into change of
control agreements with John "Jed" Kennedy, the Company's then-
President and Chief Operating Officer and current President and
Chief Executive Officer, and Robert Mathews, the Company's
Executive Vice President and Chief Financial Officer.

On Aug. 23, 2012, the Company, on the one hand, and each of Mr.
Kennedy and Mr. Mathews, on the other hand, entered into new
Executive Agreements to make certain changes to comply with
applicable tax law and to ensure that each of Mr. Kennedy and Mr.
Mathews is protected against any adverse consequences if the
Executive Agreements are determined not to comply with applicable
tax law.  The Executive Agreements, which are substantially the
same, provide each executive with certain separation benefits in
the event of a "Change of Control," as that term is defined in the
Executive Agreements, of the Company followed by an involuntary
separation, other than for "Cause," as that term is defined in the
Executive Agreements, or for disability, or a termination by the
executive for "Good Reason," as that term is defined in the
Executive Agreements.

Under each respective Executive Agreement, if at any time during
the two-year period following a Change of Control, the executive
is terminated other than for Cause or for disability, or if the
Executive Agreement is terminated by the executive for Good
Reason, the executive will receive:

   * a lump sum in cash within 10 days after the date of receipt
     of a written notice of termination consisting of the
     aggregate of the following amounts:

      () to the extent not theretofore paid, the executive's base
         salary through the Date of Termination at the rate in
         effect on the Date of Termination or, if higher, at the
         highest rate in effect at any time within the two year
         period preceding the Change of Control;

      () the product of (x) the higher of the annual bonuses, if
         any, paid to the executive for the two full fiscal years
         prior to the Change of Control and (y) the fraction
         obtained by dividing (i) the number of days between the
         Date of Termination and the last day of the last full
         fiscal year and (ii) 365;

      () the sum of (x) the Highest Base Salary and (y) the
         Recent Bonus; and

      () in the case of compensation previously deferred by the
         executive, all amounts previously deferred and not yet
         paid by the Company;

   * health and welfare benefits for 18 months after the Date of
     Termination, for the executive and/or the executive's family
     at least equal to those benefits as would have been provided
     to them in accordance with the plans, programs, and polices
     described in the agreement;

   * in lieu of providing health insurance benefits, the Company
     may, in its sole discretion, make a monthly cash payment,
     payable on the fifth day of each month following the Date of
     Termination during the eighteen-month period following the
     Date of Termination, equal to 1.75 times the average monthly
     cost subsidized by the Company to provide health insurance
     benefits to the executive and/or the executive's family
     during the 12 months prior to the Date of Termination; and

   * if applicable, for the purposes of eligibility for retiree
     benefits, if any, pursuant to such plans, programs and
     policies, the executive shall be considered to have remained
     employed until the end of the Employment Period, as defined
     in the Executive Agreement, and to retire on the last day of
     that period.

                         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.

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.


* Tropical Storm Isaac Closes Courthouses in 5th Circuit
--------------------------------------------------------
With Tropical Storm Isaac now on track to pass southwest of New
Orleans early Wednesday morning, all offices of the Fifth Circuit
Court of Appeals will be closed Tuesday and Wednesday, August 28
and 29.

The U.S. District Court as well as the U.S. Bankruptcy Court for
the Eastern District of Louisiana will be closed on Tuesday and
Wednesday, August 28 and 29 due to the storm.

The U.S. District Court and the U.S. Bankruptcy Court for the
Middle District of Louisiana closed Monday afternoon, August 27
and is scheduled to reopen Thursday morning, August 30, 2012.

In the Southern District of Mississippi, the Gulfport division
will close Tuesday and Wednesday, August 28 and 29.

On Monday, as Tropical Storm Isaac made its way west across
Florida and into the Gulf of Mexico, the U.S. District Court for
the Southern District of Florida closed federal courthouses in Key
West, Miami, Fort Lauderdale and West Palm Beach for Monday,
August 27, citing concerns for the safety of jurors, the public
and Court personnel. Those courthouses will reopen when public
schools in those counties reopen or until further order of Chief
United States District Judge Federico A. Moreno.

In the Middle District of Florida, the Fort Myers division closed
Monday due to Tropical Storm Isaac.

Earlier, it had been announced that no court proceedings will be
held in the district's Tampa courthouse during the week of the
Republican National Convention.  An Administrative Order has been
entered designating the Judge Roy B. Dalton, Jr. and Magistrate
Judge David A. Baker, both resident in the Orlando Division of the
court, as the district and magistrate judges responsible for any
Tampa matters arising from August 25 through September 1, 2012

Check the courts' Web sites for updates on re-openings.


* Nine Mintz Levin Bankruptcy Attorneys Lauded
----------------------------------------------
Sixty attorneys from Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C. were recently selected by their peers for inclusion in
the 2013 edition of The Best Lawyers in America(R).

The firm's Bankruptcy, Restructuring & Commercial Law Section
received the honor of "Top-Listed in Massachusetts."  This
designation indicates that Mintz Levin had the highest number of
Massachusetts attorneys named to Best Lawyers' "Bankruptcy and
Creditor Debtor Rights / Insolvency and Reorganization Law" list.

Since it was first published in 1983, Best Lawyers has become
universally regarded as the definitive guide to legal excellence.

Best Lawyers is based on an exhaustive peer-review survey in which
more than 36,000 leading attorneys cast almost 4.4 million votes
on the legal abilities of other lawyers in their practice areas.

Corporate Counsel magazine has called Best Lawyers "the most
respected referral list of attorneys in practice."

Mintz Levin attorneys

A. Boston:

Daniel S. Bleck - Bankruptcy and Creditor-Debtor Rights/Insolvency
                  and Reorganization Law

Elizabeth B. Burnett - Bankruptcy and Creditor-Debtor
                       Rights/Insolvency and Reorganization Law;
                       Commercial Litigation

William W. Kannel - Bankruptcy and Creditor-Debtor
                    Rights/Insolvency and Reorganization Law
                    Litigation - Bankruptcy

Richard E. Mikels - Bankruptcy and Creditor-Debtor
                    Rights/Insolvency and Reorganization Law;
                    Litigation - Bankruptcy

Paul J. Ricotta - Bankruptcy and Creditor-Debtor Rights/Insolvency
                  And Reorganization Law; Litigation - Bankruptcy

Kevin J. Walsh - Bankruptcy and Creditor-Debtor Rights/Insolvency
                 and Reorganization Law

B. New York:

Robert I. Bodian - Commercial Litigation; Litigation - Banking &
                   Finance; Litigation - Bankruptcy; Litigation ?
                   Labor & Employment; Litigation - Securities

Stuart Hirshfield - Bankruptcy and Creditor-Debtor
                    Rights/Insolvency and Reorganization Law;
                    Litigation - Bankruptcy

C. San Diego:

Jeffry A. Davis - Bankruptcy and Creditor-Debtor Rights/Insolvency
                  and Reorganization Law; Litigation - Bankruptcy

                         About Mintz Levin

The lawyers of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo
specialize in such areas as antitrust, communications, employment
and labor, and intellectual property law.  Overall, the firm has
about 450 lawyers in more than half a dozen offices in the US and
the UK.  Clients range from individual entrepreneurs to
governmental agencies to FORTUNE 500 companies.  Along with its
law practices, the firm has established affiliated consulting
practices, ML Strategies and Mintz Levin Financial Advisors, that
counsel clients on project management, technology outsourcing,
financial planning and investment banking, and government
relations. Mintz Levin was founded in 1933.


* Large Companies With Insolvent Balance Sheet
----------------------------------------------

                                              Total
                                             Share-        Total
                                  Total    Holders'      Working
                                 Assets      Equity      Capital
  Company         Ticker           ($MM)       ($MM)        ($MM)
  -------         ------         ------    --------      -------
ABSOLUTE SOFTWRE  ABT CN          127.2        (3.2)        14.0
ADVANCED BIOMEDI  ABMT US           0.2        (1.9)        (1.5)
AK STEEL HLDG     AKS US        3,901.0      (360.6)       129.6
AMC NETWORKS-A    AMCX US       2,173.4      (959.1)       542.5
AMER AXLE & MFG   AXL US        2,441.2      (394.7)       169.7
AMER RESTAUR-LP   ICTPU US         33.5        (4.0)        (6.2)
AMERISTAR CASINO  ASCA US       2,058.5       (28.0)        42.5
AMYLIN PHARM INC  AMLN US       1,998.7       (42.4)       263.0
ARRAY BIOPHARMA   ARRY US         120.0       (78.8)        28.4
ATLATSA RESOURCE  ATL SJ          920.8      (233.7)        20.0
AUTOZONE INC      AZO US        6,148.9    (1,416.8)      (623.1)
BOSTON PIZZA R-U  BPF-U CN        166.1       (91.7)        (1.5)
CABLEVISION SY-A  CVC US        6,991.7    (5,641.6)      (286.1)
CAPMARK FINANCIA  CPMK US      20,085.1      (933.1)         -
CENTENNIAL COMM   CYCL US       1,480.9      (925.9)       (52.1)
CHENIERE ENERGY   CQP US        1,873.0      (442.2)       117.0
CHOICE HOTELS     CHH US          857.7       (11.2)       402.1
CIENA CORP        CIEN US       1,928.6       (41.1)       924.4
CINCINNATI BELL   CBB US        2,702.7      (696.2)       (52.8)
CLOROX CO         CLX US        4,355.0      (135.0)      (685.0)
DEAN FOODS CO     DF US         5,553.1        (3.1)       185.6
DELTA AIR LI      DAL US       44,720.0    (1,135.0)    (6,236.0)
DENNY'S CORP      DENN US         328.9        (2.8)       (20.3)
DIRECTV-A         DTV US       19,632.0    (4,045.0)       520.0
DOMINO'S PIZZA    DPZ US          424.6    (1,369.1)        52.9
DUN & BRADSTREET  DNB US        1,795.6      (821.9)      (655.6)
E2OPEN INC        EOPN US          29.7       (34.5)       (32.5)
ELOQUA INC        ELOQ US          37.5        (9.6)       (14.2)
FAIRPOINT COMMUN  FRP US        1,877.4      (184.4)        51.6
FIESTA RESTAURAN  FRGI US         286.0         2.6        (14.7)
FIFTH & PACIFIC   FNP US          900.5      (175.5)       130.9
FREESCALE SEMICO  FSL US        3,499.0    (4,498.0)     1,374.0
GENCORP INC       GY US           874.0      (171.3)        47.3
GLG PARTNERS INC  GLG US          400.0      (285.6)       156.9
GLG PARTNERS-UTS  GLG/U US        400.0      (285.6)       156.9
GOLD RESERVE INC  GRZ CN           78.3       (25.8)        56.9
GOLD RESERVE INC  GRZ US           78.3       (25.8)        56.9
GRAHAM PACKAGING  GRM US        2,947.5      (520.8)       298.5
HCA HOLDINGS INC  HCA US       27,132.0    (6,943.0)     1,690.0
HUGHES TELEMATIC  HUTC US         110.2      (101.6)      (113.8)
HUGHES TELEMATIC  HUTCU US        110.2      (101.6)      (113.8)
INCYTE CORP       INCY US         312.0      (217.2)       154.4
INFINITY PHARMAC  INFI US         113.0        (3.4)        70.2
IPCS INC          IPCS US         559.2       (33.0)        72.1
ISTA PHARMACEUTI  ISTA US         124.7       (64.8)         2.2
JUST ENERGY GROU  JE US         1,543.0      (527.2)      (481.0)
JUST ENERGY GROU  JE CN         1,543.0      (527.2)      (481.0)
LIMITED BRANDS    LTD US        6,616.0      (131.0)     1,526.0
LIN TV CORP-CL A  TVL US          839.2       (51.8)        52.7
LORILLARD INC     LO US         2,576.0    (1,568.0)       881.0
MARRIOTT INTL-A   MAR US        6,007.0    (1,124.0)    (1,287.0)
MERITOR INC       MTOR US       2,555.0      (933.0)       279.0
MERRIMACK PHARMA  MACK US          64.4       (43.6)        21.0
MONEYGRAM INTERN  MGI US        5,185.1      (116.1)       (35.3)
MORGANS HOTEL GR  MHGC US         545.9      (110.1)        (7.0)
MPG OFFICE TRUST  MPG US        2,061.5      (827.9)         -
NATIONAL CINEMED  NCMI US         794.2      (354.5)        95.8
NAVISTAR INTL     NAV US       11,384.0      (407.0)     1,658.0
NB MANUFACTURING  NBMF US           -          (0.0)        (0.0)
NEXSTAR BROADC-A  NXST US         566.3      (170.6)        40.2
NPS PHARM INC     NPSP US         186.9       (45.3)       130.3
NYMOX PHARMACEUT  NYMX US           6.4        (5.2)         2.9
ODYSSEY MARINE    OMEX US          22.4       (29.5)       (26.9)
OMEROS CORP       OMER US          10.1       (20.5)        (8.7)
PALM INC          PALM US       1,007.2        (6.2)       141.7
PDL BIOPHARMA IN  PDLI US         259.8      (161.1)       144.3
PEER REVIEW MEDI  PRVW US           1.2        (3.8)        (3.8)
PLAYBOY ENTERP-B  PLA US          165.8       (54.4)       (16.9)
PLAYBOY ENTERP-A  PLA/A US        165.8       (54.4)       (16.9)
PRIMEDIA INC      PRM US          208.0       (91.7)         3.6
PROTECTION ONE    PONE US         562.9       (61.8)        (7.6)
QUALITY DISTRIBU  QLTY US         454.5       (29.8)        60.7
REGAL ENTERTAI-A  RGC US        2,306.3      (542.3)        62.5
RENAISSANCE LEA   RLRN US          57.0       (28.2)       (31.4)
REVLON INC-A      REV US        1,173.9      (665.6)       177.8
RURAL/METRO CORP  RURL US         303.7       (92.1)        72.4
SALLY BEAUTY HOL  SBH US        1,813.5      (202.0)       449.5
SINCLAIR BROAD-A  SBGI US       2,160.2       (66.3)        (1.4)
TAUBMAN CENTERS   TCO US        3,096.1      (295.3)         -
TEMPUR-PEDIC INT  TPX US          865.5       (12.1)       258.9
THERAPEUTICS MD   TXMD US           1.5        (3.4)        (1.3)
THRESHOLD PHARMA  THLD US          86.3       (51.4)        71.2
UNISYS CORP       UIS US        2,397.9    (1,190.0)       463.1
VECTOR GROUP LTD  VGR US          885.7      (119.5)       248.2
VERISIGN INC      VRSN US       1,942.0       (59.2)       858.0
VIRGIN MOBILE-A   VM US           307.4      (244.2)      (138.3)
WEIGHT WATCHERS   WTW US        1,193.6    (1,784.6)      (259.9)
ZAZA ENERGY CORP  ZAZA US         255.8       (24.3)         3.7



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***