TCR_Public/120910.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Monday, September 10, 2012, Vol. 16, No. 252


                            Headlines

116 PROSPECT: Case Summary & 4 Largest Unsecured Creditors
1717 MARKET: Examiner Report Due Sept. 10
68 SANDY: Voluntary Chapter 11 Case Summary
9737 FOREST: Case Summary & 20 Largest Unsecured Creditors
4KIDS ENTERTAINMENT: Fires Brian Lacey as EVP of International

4KIDS ENTERTAINMENT: EisnerAmper OK'd to Conduct 401(k) Audit
4KIDS ENTERTAINMENT: Plan Filing Exclusivity Expires Sept. 10
AHMAC PROPERTIES: Voluntary Chapter 11 Case Summary
AMERICAN AIRLINES: US Trustee Faults Payments to Flight Attendants
AMERICAN PATRIOT: Two Directors Elected at Annual Meeting

AMSCAN HOLDINGS: S&P Cuts Corp. Credit Rating to 'B'; Off Watch
ASP UNITED: S&P Assigns 'B-' Corporate Credit Rating
ATP OIL: Tel Aviv Court Seizes Israeli Gas Licenses
ATP OIL: Enters Into $617.6 Million DIP Credit Facility
AZURE DYNAMICS: Monitor Seeks U.S. Nod of Employee Retention Plan

BATAA/KIERLAND: JPMCC to Pay Fees for Failure to Join Mediation
BCAS LLC: Case Summary & 20 Largest Unsecured Creditors
BEAZER HOMES: Fitch Raises Issuer Default Rating to 'B-'
BENADA ALUMINUM: Hires Latham Shuker as Counsel
BIOFUEL ENERGY: David Einhorn Discloses 36.2% Equity Stake

BLAST ENERGY: Extends Maturity of Centurion Notes Until Nov. 30
BLUE SKY CAPITAL: Tenn. Court Issues Permanent Trading Ban
BON-TON STORES: Files Form 10-Q, Incurs $45MM Net Loss in Q2
CAESARS ENTERTAINMENT: Fitch Publishes Comprehensive Credit Update
CANYONS AT DEBEQUE: Wins Court OK to Hire Kutner Miller as Counsel

CANYONS AT DEBEQUE: Has Go Signal to Hire Rosenberg as Accountant
CANYONS AT DEBEQUE: Can Hire EquiReal as Appraiser
CANYONS AT DEBEQUE: Files Schedules of Assets and Liabilities
CIP INVESTMENT: Sept. 27 Final Hearing Set on Cash Collateral Use
CAPITAL CENTRE: Files for Chapter 11 Bankruptcy Protection

CARLTON HOTEL: Case Summary & 20 Largest Unsecured Creditors
CDC CORP: Confirmed Plan to Pay Up to $6.10 a Share to Equity
CELL THERAPEUTICS: Amends Rights Agreement with Computershare
CENTRAL FALLS, RI: On the Verge of Exiting Bankruptcy
CIRCLE ENTERTAINMENT: Borrows $200,000 from Directors & Officers

CIRCLE STAR: Executes Debt Conversion Agreement with Note Holder
CITY NATIONAL: Delays Form 10-Q for Second Quarter
CLAIRE'S STORES: Offering Additional 9% Senior Secured Notes
CLEAN BURN: Reorganization Goes to Chapter 7
COMPOSITE TECHNOLOGY: Court OKs Squar Milner as Tax Professionals

CONTOURGLOBAL POWER: S&P Assigns Prelim 'B+' Corp. Credit Rating
CPI CORP: Enters Into $500,000 Settlement Pact with Westfield
CYBERDEFENDER CORP: Xroads Approved as Solicitation Agent
DAIS ANALYTIC: Scott Ehrenberg Quits as CTO and Secretary
DCB FINANCIAL: Files Amendment No. 3 to Form S-1 Prospectus

DCP LLC: S&P Puts 'B' Corporate Credit Rating on Watch Negative
DRINKS AMERICAS: Has License to Sell WBI Products in U.S.
DYNEGY HOLDINGS: Impending Train Wreck Becomes Approved Plan
ELPIDA MEMORY: Bondholders Want to Keep Right for Involuntary
EMMIS COMMUNICATIONS: Modifies Terms of Preferred Stock

ESPERANZA AVIATION: Case Summary & 7 Largest Unsecured Creditors
FENTURA FINANCIAL: Three Directors Elected at Annual Meeting
FLINTKOTE COMPANY: Has Until Jan. 31 to Propose Chapter 11 Plan
FNB UNITED: David Lavoie to Resign as CRO Effective Dec. 31
FOXCO ACQUISITION: S&P Rates Proposed Extended Sr. Credit 'B+'

FREEDOM ENVIRONMENTAL: Fires CFO After Sending Firm to Bankruptcy
FULTON CAPITAL: Fitch Affirms 'BB+' Preferred Stock Rating
GAMETECH INT'L: Court Sets Sept. 25 Auction of Assets
GLOBAL GREEN: Had C4381,317 Net Loss in Second Quarter
GOLDEN TEMPLE: Myers Asks to be Appointed as Receiver

GOLDEN TEMPLE: Proposed Receiver Hires Sussman Shank as Counsel
GULF COLORADO: Can Employ Frances Smith as Counsel
GULF COLORADO: Can Employ Jeremy Fortin as Financial Advisor
GULF COLORADO: Hornberger Taps JR Bentley as Railroad Consultant
HALIFAX GROUP: Converted to Chapter 7 in Less Than One Month

HARMAN INT'L: S&P Raises Corporate Credit Rating From 'BB+'
HARPER BRUSH: Court OKs Michael Pellegrino as IP Expert
HARPER BRUSH: Court OKs MorrisAnderson as Financial Advisor
HAWKER BEECHCRAFT: IAM Opposes Key Employee Incentive Plan
HEALTHSOUTH CORP: S&P Rates New $250MM Sr. Unsecured Notes 'BB-'

HEALTHWAREHOUSE.COM INC: Had $1.6-Mil. Net Loss in First Quarter
HEALTHWAREHOUSE.COM INC: Incurs $1.5 Million Net Loss in Q1
HOVNANIAN ENTERPRISES: Reports $34.7 Million Net Income in Q3
HMC/CAH CONSOLIDATED: CAH 2 Taps Olsen as Special Legal Counsel
HUDBAY MINERALS: S&P Rates New $400MM Senior Unsecured Notes 'B'

IHS HOTELS: Case Summary & 4 Unsecured Creditors
IMAGEWARE SYSTEMS: Bruce Toll Discloses 9.6% Equity Stake
INTERNATIONAL HOME: Wants Until Sept. 28 to File Ch. 11 Plan
IRVINE SENSORS: To Acquire Assets of Bivio Networks for $10.5MM
JEFFERSON COUNTY, AL: Citizens Sue to Void Lien on Sewer Revenue

K-V PHARMACEUTICAL: Loses Suit That Controls Outcome of Ch. 11
KB HOME: Fitch Affirms 'B+' Senior Unsecured Rating
KNIGHT CAPITAL: Royce Associates Owns 4.9% of Class A Shares
KNIGHT-CELOTEX: Equitable Estoppel Can't Be Used to Cause Inequity
LDK SOLAR: To Release Second Quarter Results Sept. 17

LEAGUE NOW: Sells $27,500 Convertible Note to Asher Enterprises
LIGHTSQUARED INC: Has No Ongoing Business, Lenders Point Out
LIVE OAK DEVELOPMENT: Taps J. Craig Cowgill as Lead Counsel
LON MORRIS: Capstone Approved as Financial Advisor
LON MORRIS: McKool Smith Approved as Bankruptcy Counsel

LON MORRIS: Webb & Associates Approved as Estate's Counsel
MB2 INC: Case Summary & 17 Largest Unsecured Creditors
MF GLOBAL: Lawsuit Agreement to Be Approved By Judge
MIDSTATES PETROLEUM: S&P Rates New $550MM Sr. Unsecured Notes 'B-'
MOSDOS CHOFETZ CHAIM: Jewish Campus Files for Chapter 11

NAVISTAR INTERNATIONAL: Reports $96 Million Net Income in Q3
NET ELEMENT: Receives $9.5-Mil. Credit Facility from Alfa-Bank
NEW SALEM MISSIONARY: Bankruptcy Filing Blocks Bank Foreclosure
NEWLEAD HOLDINGS: Fails to Comply with NASDAQ Market Value Rule
NORTHCORE TECHNOLOGIES: Launches New Customer Application

OCALA FUNDING: Taps Gamba & Lombana as Deloitte Litigation Counsel
OCEAN BREEZE PARK: Sec. 341 Creditors' Meeting Set for Sept. 12
OCEAN BREEZE PARK: Taps Proctor Crook as Accountants
OCONEE REGIONAL: S&P Lowers Rating on Revenue Debt to 'B+'
ODYSSEY PICTURES: Palmstierna Moberg Holds 5.1% Equity Stake

OLYMPIC HOLDINGS: Wants to Employ M. Jonathan Hayes as Counsel
OLYMPIC HOLDINGS: JPMorgan Says Case Filed in Bad Faith
OTOLOGICS LLC: Court OKs Sale to Cochlear for $14 Million
OVERLAND STORAGE: Incurs $2.7 Million Net Loss in Fourth Quarter
PACIFIC GOLD: Investor Converts Debt Into 52.9MM Common Shares

PACIFIC THOMAS: Taps Matlock Law as General Insolvency Counsel
PACTIV CORP: $300-Mil. Note Rating Lowered to Caa2
PANDA SHERMAN: S&P Affirms Prelim 'B+' Rating on $350MM Credit
PAR PHARMACEUTICAL: S&P Assigns 'B+' Prelim Corp. Credit Rating
PARADISE HARBOR: Case Summary & 20 Largest Unsecured Creditors

PEREGRINE FINANCIAL: Trustee Proposes to Distribute $123 Million
PHIL'S CAKE: Files for Chapter 11 in Tampa
PHIL'S CAKE: Case Summary & 20 Largest Unsecured Creditors
PINNACLE AIRLINES: Wants Deal Cut With Union by Sept. 13
PROFESSIONAL ROOFING: Case Summary & 20 Largest Unsec. Creditors

PROTEONOMIX INC: Restates Q1 Report to Correct Errors
PROTEONOMIX INC: Amends Q1 Form 10-Q, Reports $1.3MM Net Loss
PURADYN FILTER: Settles Civil Suit with Former CEO
R&S ST. ROSE: Ghandi Law Offices Approved as Bankruptcy Counsel
RAVENWOOD HEALTHCARE: Authorized to Pay Critical Vendors Claims

RAVENWOOD HEALTHCARE: Court OKs Mitchell Day as Special Counsel
RAVENWOOD HEALTHCARE: Governmental Proofs of Claim Due Nov. 21
RESIDENTIAL CAPITAL: Committee Opposes 9 Months of Exclusivity
ROCK POINTE: Creditors Committee Taps Ken Gates as Attorney
RTW PROPERTIES: Can Access Wells Fargo Cash Thru Dec. 31

RTW PROPERTIES: Has Access to Arvest Bank Cash Thru March 2013
SALLY HOLDINGS: To Offer Additional $150-Mil. 5.75% Senior Notes
SAN BERNARDINO, CA: Council Cuts Deficit by Two-Thirds
SANOHO DEVELOPMENT: Can Use FCB Cash Collateral Until Oct. 31
SEACOR HOLDINGS: S&P Cuts Corp. Credit Rating to 'BB'; Outlook Neg

SEARCHMEDIA HOLDINGS: Appoints New COO for China Operations
SEQUOIA PARTNERS: Reorganization Case Converted to Chapter 7
SIX3 SYSTEMS: S&P Assigns 'B+' Corporate Credit Rating
SOLYNDRA LLC: Workers' WARN Settlement Initially Approved
SOUTHFIELD OFFICE: Case Summary & 20 Largest Unsecured Creditors

SUNVALLEY SOLAR: Issues 950,000 Convertible Preferred Stock
T BANCSHARES: OCC Terminates Regulatory Agreement with Bank
TDCS LLC: Voluntary Chapter 11 Case Summary
TELL TALE: Case Summary & 4 Unsecured Creditors
THREE ON TWO: Case Summary & 6 Largest Unsecured Creditors

TRAFFIC CONTROL: Wants Until Nov. 16 to Propose Chapter 11 Plan
TRANS ENERGY: Opportune Partner Named to Board of Directors
TRI-VALLEY CORP: To Auction Oil and Gas Assets by December
TRIDENT MICROSYSTEMS: Commissioner Named to Lead Deposition
TRILLIUM CIRCLE: Combined Plan/Disclosure Statement Due Sept. 26

TROCK, L.P.: Case Summary & Largest Unsecured Creditor
UNIVERSITY GENERAL: Picked as Rice Athletics Official Caterer
UTSTARCOM HOLDINGS: Closes Divestiture of IPTV Business
VALENCE TECHNOLOGY: Amends List of Largest Unsecured Creditors
VISUALANT INC: Extends Expiration of Conv. Debentures to 2013

VYCOR MEDICAL: Extends 93.6-Mil. Shares Offering Until June 2013
WARNER MUSIC: Units Enter Into Letter Agreements with Cinram
WARNER SPRINGS: Case Conversion Hearing Set for Sept. 13
WARNER SPRINGS: UDI Owners Want to Sit on Official Committee
WOLFGANG CANDY: To Work Out Details on Asset Sale

WPCS INTERNATIONAL: Inks 2nd Amendment to Sovereign Credit Pact

* Bankruptcies Decline 14% in August, Commercial Cases Off More

* BOND PRICING -- For Week From Aug. 27 to 31, 2012

                            *********

116 PROSPECT: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: 116 Prospect Realty, Inc
        372 North Main Street
        Lodi, NJ 07644

Bankruptcy Case No.: 12-31897

Chapter 11 Petition Date: September 4, 2012

Court: United States Bankruptcy Court
       District of New Jersey (Newark)

Judge: Rosemary Gambardella

Debtor's Counsel: Richard J. Kwasny, Esq.
                  KWASNY & REILLY
                  53 South Main St.
                  Yardley, PA 19067
                  Tel: (215) 321-0300
                  Fax: (215) 321-9336
                  E-mail: kwasnylaw@aol.com

Scheduled Assets: $3,663,144

Scheduled Liabilities: $4,139,486

Affiliates that simultaneously filed for Chapter 11:

  Debtor                      Case No.
  ------                      --------
180 Prospect Realty, Inc      12-31898
  Assets: $3,505,667
  Debts: $3,708,075
Fairview Apartments, Inc.     12-31899
State Properties 2005, LLC    12-31900

The petition was signed by Wilfredo Alvarez, president and
shareholder.

A. A copy of the 116 Prospect Realty, Inc.'s list of its four
largest unsecured creditors filed together with the petition is
available for free at http://bankrupt.com/misc/njb12-31897.pdf

B. A copy of 180 Prospect Realty, Inc.'s list of its three largest
unsecured creditors filed together with the petition is available
for free at http://bankrupt.com/misc/njb12-31898.pdf


1717 MARKET: Examiner Report Due Sept. 10
-----------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri,
directed the U.S. Trustee for Region 13 to appoint an examiner in
the Chapter 11 cases of 1717 Market Place, LLC.

The Debtor consented to Regions Bank's request for an examiner.

The Bank and the Debtor have agreed to the appointment of an
examiner for limited purposes.  They agreed to these terms:

   a) The examiner's term would expire upon filing a report with
      the Bankruptcy Court.

   b) The examiner will investigate and report on all aspects of
      the tax increment financing and transportation development
      district projects of Debtor.  The investigation will include
      but not be limited to:

         (i) the creation of, operation of, and a report of all of
             Debtor's rights to payments, reimbursements or any
             other amounts under the TIF/TDD programs from its
             inception to date and into the future;

        (ii) all TIF payments and all TDD payments with respect to
             each of the occupants in the district, as well as all
             distributions and payments made by the City of Joplin
             and the State of Missouri to the Debtor or any third
             party from its inception to date and into the future;

       (iii) all TIF and TDD cost certifications delivered to the
             City and the State since the inception of the TIF and
             the TDD; and

        (iv) the status of current amounts available for
             reimbursement under the TIF and TDD (including all
             reimbursement payments made to date by the City and
             the State).

   c) The examiner will prepare a report, which report will be
      delivered to Bank and Debtor by Sept. 10, 2012.

As of June 1, 2012, the Debtor is indebted to Bank under the Notes
$10,017,875.

The U.S. Trustee, in its objection to the consensual motion to
appoint examiner, requested that the examiner's mandate not
restrict the examiner's ability to investigate or report on any
matters identified by the examiner that would materially affect
the bankruptcy estate, as fraud or gross mismanagement.

                      About 1717 Market Place

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

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

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


68 SANDY: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: 68 Sandy Hollow Rd Corp.
        196 Butler Avenue
        Staten Island, NY 10307

Bankruptcy Case No.: 12-46432

Chapter 11 Petition Date: September 4, 2012

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Jerome Feller

Debtor's Counsel: Fredrick P. Stern, Esq.
                  FREDRICK P STERN & ASSOCIATES PC
                  2163 Sunrise Highway
                  Islip, NY 11751
                  Tel: (631) 650-9260
                  Fax: (631) 650-9259
                  E-mail: FredPStern@netscape.net

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

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

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

The petition was signed by Richard J. Bivona, president.


9737 FOREST: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: 9737 Forest Lane LLC
        c/o Main street Partners & Assoc., Inc.
        105 West Walnut Street
        Gardena, CA 90248

Bankruptcy Case No.: 12-35720

Chapter 11 Petition Date: September 3, 2012

Court: U.S. Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Eric A. Liepins, Esq.
                  ERIC A. LIEPINS, P.C.
                  12770 Coit Road, Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  E-mail: eric@ealpc.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/txnb12-35720.pdf

The petition was signed by Michael Aulert, president of managing
member.


4KIDS ENTERTAINMENT: Fires Brian Lacey as EVP of International
--------------------------------------------------------------
The employment of Brian Lacey, executive vice president of
International of 4Kids Entertainment, Inc., was terminated on
Aug. 31, 2012.


                     About 4Kids Entertainment

New York-based 4Kids Entertainment, Inc., dba 4Kids, is an
entertainment and media company specializing in the youth oriented
market, with operations in these business segments: (i) licensing,
(ii) advertising and media broadcast, and (iii) television and
film production/distribution.  The parent entity, 4Kids
Entertainment, was organized as a New York corporation in 1970.

4Kids filed for bankruptcy protection under Chapter 11 of the
Bankruptcy Code to protect its most valuable asset -- its rights
under an exclusive license relating to the popular Yu-Gi-Oh!
series of animated television programs -- from efforts by the
licensor, a consortium of Japanese companies, to terminate
the license and force 4Kids out of business.

4Kids and affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Lead Case No. 11-11607) on April 6, 2011.  Kaye Scholer LLP is the
Debtors' restructuring counsel.  Epiq Bankruptcy Solutions, LLC,
is the Debtors' claims and notice agent.  BDO Capital Advisors,
LLC, is the financial advisor and investment banker.  EisnerAmper
LLP fka Eisner LLP serves as auditor and tax advisor.  4Kids
Entertainment disclosed $78,397,971 in assets and $86,515,395 in
liabilities as of the Chapter 11 filing.

Hahn & Hessen LLP serves as counsel to the Official Committee of
Unsecured Creditors.  Epiq Bankruptcy Solutions LLC serves as its
information agent for the Committee.

The Consortium consists of TV Tokyo Corporation, which owns and
operates a television station in Japan; ASATSU-DK Inc., a Japanese
advertising company; and Nihon Ad Systems, ADK's wholly owned
subsidiary.  The Consortium is represented by Kyle C. Bisceglie,
Esq., Michael S. Fox, Esq., Ellen V. Holloman, Esq., and Mason
Barney, Esq., at Olshan Grundman Frome Rosenzweig & Wolosky LLP,
in New York.

In January 2012, the bankruptcy judge ruled in favor of 4Kids,
deciding that the Yu-Gi-Oh! property license agreement between the
Debtor and the licensor was not effectively terminated prior to
the bankruptcy filing.  Following the ruling, 4Kids entered into a
settlement where it would receive $8 million to end the dispute
over its valuable Yu-Gi-Oh! Property.


4KIDS ENTERTAINMENT: EisnerAmper OK'd to Conduct 401(k) Audit
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized 4Kids Entertainment, Inc., et al., to expand the scope
of employment of EisnerAmper LLP, to conduct an audit of the
financial statements and supplemental schedules of the Debtors'
401(k) Plan as of Dec. 31, 2011, nunc pro tunc to May 14, 2012.
The Debtors are authorized to make payments to EisnerAmper for
compensation and reimbursement of expenses as set forth in the
Engagement Letter.

                     About 4Kids Entertainment

New York-based 4Kids Entertainment, Inc., dba 4Kids, is an
entertainment and media company specializing in the youth oriented
market, with operations in these business segments: (i) licensing,
(ii) advertising and media broadcast, and (iii) television and
film production/distribution.  The parent entity, 4Kids
Entertainment, was organized as a New York corporation in 1970.

4Kids filed for bankruptcy protection under Chapter 11 of the
Bankruptcy Code to protect its most valuable asset -- its rights
under an exclusive license relating to the popular Yu-Gi-Oh!
series of animated television programs -- from efforts by the
licensor, a consortium of Japanese companies, to terminate
the license and force 4Kids out of business.

4Kids and affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Lead Case No. 11-11607) on April 6, 2011.  Kaye Scholer LLP is the
Debtors' restructuring counsel.  Epiq Bankruptcy Solutions, LLC,
is the Debtors' claims and notice agent.  BDO Capital Advisors,
LLC, is the financial advisor and investment banker.  EisnerAmper
LLP fka Eisner LLP serves as auditor and tax advisor.  4Kids
Entertainment disclosed $78,397,971 in assets and $86,515,395 in
liabilities as of the Chapter 11 filing.

Hahn & Hessen LLP serves as counsel to the Official Committee of
Unsecured Creditors.  Epiq Bankruptcy Solutions LLC is the
information agent for the Committee.

The Consortium consists of TV Tokyo Corporation, which owns and
operates a television station in Japan; ASATSU-DK Inc., a Japanese
advertising company; and Nihon Ad Systems, ADK's wholly owned
subsidiary.  The Consortium is represented by Kyle C. Bisceglie,
Esq., Michael S. Fox, Esq., Ellen V. Holloman, Esq., and Mason
Barney, Esq., at Olshan Grundman Frome Rosenzweig & Wolosky LLP,
in New York.

In January 2012, the bankruptcy judge ruled in favor of 4Kids,
deciding that the Yu-Gi-Oh! property license agreement between the
Debtor and the licensor was not effectively terminated prior to
the bankruptcy filing.  Following the ruling, 4Kids entered into a
settlement where it would receive $8 million to end the dispute
over its valuable Yu-Gi-Oh! Property.

4Kids Entertainment, Inc., and its subsidiaries, completed the
sale of certain of its assets pursuant to the Asset Purchase
Agreement, entered into on June 24, 2012, among the Company,
Kidsco Media Ventures LLC, an affiliate of Saban Capital Group,
and 4K Acquisition Corp., an affiliate of Konami Corporation.  In
connection with the consummation of those transactions, the Konami
Purchaser paid the Seller an aggregate amount equal to
$14,996,950,


4KIDS ENTERTAINMENT: Plan Filing Exclusivity Expires Sept. 10
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York,
in a fifth order, extended 4Kids Entertainment, Inc., et al.'s
exclusive periods to file and solicit acceptances for the proposed
chapter 11 plan until Sept. 10, 2012, and Nov. 9, respectively.
In June, the Debtors filed a motion seeking to control over its
case for another two months as it awaits the outcome of sale
negotiations between two rival bidders for its assets.

In June 4Kids Entertainment received approval from the bankruptcy
court in New York to sell the business for $15 million to two
buyers.  The price will pay creditors in full, with a
"substantial" amount left over for owners, the company said in a
court filing.

According to the report, an affiliate of Tokyo-based Konami Corp.
is purchasing the licenses for the Yu-Gi-Oh! animated television
programs.  Kidsco Media Venture LLC, affiliated with Saban Capital
Group Inc., is buying the programming agreement with the CW
Network LLC.

The eventual sale represented a $3.2 million improvement over the
$11.8 million bid Saban made for all the assets at auction. After
the auction, 4Kids worked out a joint offer that improved the
effective net sale price.

In July, the Company announced that the sale has been completed.

                     About 4Kids Entertainment

New York-based 4Kids Entertainment, Inc., dba 4Kids, is an
entertainment and media company specializing in the youth oriented
market, with operations in these business segments: (i) licensing,
(ii) advertising and media broadcast, and (iii) television and
film production/distribution.  The parent entity, 4Kids
Entertainment, was organized as a New York corporation in 1970.

4Kids filed for bankruptcy protection under Chapter 11 of the
Bankruptcy Code to protect its most valuable asset -- its rights
under an exclusive license relating to the popular Yu-Gi-Oh!
series of animated television programs -- from efforts by the
licensor, a consortium of Japanese companies, to terminate
the license and force 4Kids out of business.

4Kids and affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Lead Case No. 11-11607) on April 6, 2011.  Kaye Scholer LLP is the
Debtors' restructuring counsel.  Epiq Bankruptcy Solutions, LLC,
is the Debtors' claims and notice agent.  BDO Capital Advisors,
LLC, is the financial advisor and investment banker.  EisnerAmper
LLP fka Eisner LLP serves as auditor and tax advisor.  4Kids
Entertainment disclosed $78,397,971 in assets and $86,515,395 in
liabilities as of the Chapter 11 filing.

Hahn & Hessen LLP serves as counsel to the Official Committee of
Unsecured Creditors.  Epiq Bankruptcy Solutions LLC is the
information agent for the Committee.

The Consortium consists of TV Tokyo Corporation, which owns and
operates a television station in Japan; ASATSU-DK Inc., a Japanese
advertising company; and Nihon Ad Systems, ADK's wholly owned
subsidiary.  The Consortium is represented by Kyle C. Bisceglie,
Esq., Michael S. Fox, Esq., Ellen V. Holloman, Esq., and Mason
Barney, Esq., at Olshan Grundman Frome Rosenzweig & Wolosky LLP,
in New York.

In January 2012, the bankruptcy judge ruled in favor of 4Kids,
deciding that the Yu-Gi-Oh! property license agreement between the
Debtor and the licensor was not effectively terminated prior to
the bankruptcy filing.  Following the ruling, 4Kids entered into a
settlement where it would receive $8 million to end the dispute
over its valuable Yu-Gi-Oh! Property.

4Kids Entertainment, Inc., and its subsidiaries, completed the
sale of certain of its assets pursuant to the Asset Purchase
Agreement, entered into on June 24, 2012, among the Company,
Kidsco Media Ventures LLC, an affiliate of Saban Capital Group,
and 4K Acquisition Corp., an affiliate of Konami Corporation.  In
connection with the consummation of those transactions, the Konami
Purchaser paid the Seller an aggregate amount equal to
$14,996,950,


AHMAC PROPERTIES: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: AHMAC Properties, LLC
        1854 SW 142 Pl
        Miami, FL 33175

Bankruptcy Case No.: 12-31229

Chapter 11 Petition Date: September 3, 2012

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

Judge: A. Jay Cristol

Debtor's Counsel: Michael S. Hoffman, Esq.
                  HOFFMAN, LARIN & AGNETTI, P.A.
                  909 North Miami Beach Boulevard, #201
                  Miami, FL 33162
                  Tel: (305) 653-5555
                  E-mail: Mshoffman@hlalaw.com

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

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

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

The petition was signed by Hada Cruz, manager.


AMERICAN AIRLINES: US Trustee Faults Payments to Flight Attendants
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that just when AMR Corp. thought it had new contracts
sewed up voluntarily or involuntarily with all nine unions, the
parent of American Airlines Inc. was confronted with an objection
from the U.S. Trustee to approval of contracts ratified by the
flight attendants' union and employees represented by the
Transport Workers Union.

According to the report, the contracts call for American to pay
both unions $7 million in reimbursement of expenses incurred in
connection with the new contracts.  In papers filed in bankruptcy
court on Sept. 5, the U.S. Trustee contends that the cash payments
violate bankruptcy law.

The U.S. Trustee, an arm of the U.S. Justice Department, cites
authority for the proposition that creditors are entitled to
reimbursement of expenses following bankruptcy only in return for
making a "substantial contribution" to the case, not for
contributing to their own wellbeing.

The bankruptcy judge in New York will decide at a Sept. 12 hearing
whether there is basis for AMR to make the payments.

Among the nine AMR unions, only the pilots voted down their
contract.  At a hearing last week, the bankruptcy judge imposed
20% in concessions on the pilots.  For agreeing to new contracts
voluntarily, AMR only received 17% in concessions from the other
unions.

                      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 PATRIOT: Two Directors Elected at Annual Meeting
---------------------------------------------------------
The 2012 annual meeting of shareholders of American Patriot
Financial Group, Inc., was held on Aug. 31, 2012.  At the annual
meeting, Wendy C. Warner and James Randal Hall were elected as
directors.  In addition, the shareholders ratified the appointment
of Hazlett, Lewis & Bieter, PLLC, as the Company's independent
registered public accounting firm for the fiscal year ending
Dec. 31, 2012.

                      About American Patriot

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

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

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

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

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

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

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


AMSCAN HOLDINGS: S&P Cuts Corp. Credit Rating to 'B'; Off Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Amscan Holdings Inc. to 'B' from 'B+'. "We also removed
the rating from CreditWatch, where we had placed it with negative
implications on June 18, 2012. The outlook is stable," S&P said.

"We subsequently withdrew all the ratings on the company," S&P
said.

"The downgrade and withdrawal of the ratings follows the
completion of Thomas H. Lee Partners' acquisition of Amscan on
July 27, 2012 and subsequent debt repayment. All of Amscan's
first-lien credit facilities were repaid and terminated, and the
senior subordinated notes were redeemed in full. Following the
closing of this leveraged buyout, Amscan was merged into its
existing parent company, Party City Holdings Inc. (B/Stable/--),"
S&P said.

"We had previously indicated we would lower and withdraw our
ratings on Amscan once the acquisition closed and all of the
senior credit facilities were repaid and the senior subordinated
notes at Amscan were redeemed," said Standard & Poor's credit
analyst Stephanie Harter.


ASP UNITED: S&P Assigns 'B-' Corporate Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' preliminary
corporate credit rating to Bristol, Tenn.-based ASP United Holding
Co.

"At the same time, we assigned a 'B-' preliminary issue-level
rating to ASP's proposed $335 million first-lien credit
facilities, consisting of a $50 million revolving credit facility
and a $285 million senior secured first-lien term loan. The
recovery rating on the credit facility is '3', indicating our
expectation for meaningful (50% to 70%) recovery in the event of
payment default. We also assigned a 'CCC' preliminary issue-level
rating to ASP's proposed $100 million second-lien term loan. The
recovery rating on the term loan is '6', indicating our
expectation for negligible (0% to 10%) recovery in the event of
payment default," S&P said.

"The preliminary 'B-' corporate credit rating on ASP reflects our
view of the company's 'vulnerable' business risk profile and its
'highly leveraged' financial risk profile," said credit analyst
Megan Johnston. "We believe key business risks include the
company's relatively modest size, a dependence on the cyclical
mining and energy end markets for a large portion of its revenues
and earnings, and risks the mining supply company faces
integrating GHX, a fluid transfer and sealing products
distributor, ASP has entered into a definitive agreement to
acquire for $240 million."

"The rating outlook is stable, reflecting our belief that ASP's
credit measures will remain in line with the preliminary 'B-'
corporate credit rating. We could lower the ratings if the
company's liquidity position deteriorates such that we deem it to
be 'less than adequate.' We view an upgrade as unlikely over the
near term; however, we would consider raising the ratings if
leverage fell to below 5x and the company's liquidity position
strengthened," S&P said.


ATP OIL: Tel Aviv Court Seizes Israeli Gas Licenses
---------------------------------------------------
Amiram Barkat at Israel McClatchy-Tribune Information Services
reports that the Tel Aviv District Court has seized the rights of
ATP Oil & Gas Corporation in the Shimshon and Daniel offshore
licenses.

According to the report, the unexpected seizure could delay by up
to two years the development plans for the Shimshon license, where
natural gas has been discovered, and exploration plans for the
East and West Daniel licenses.

The report relates the court seized ATP's rights to the licenses
after the company filed for Chapter 11 bankruptcy protection with
the Bankruptcy Court for the Southern District of Texas in mid-
August.  However, ATP's creditors discovered that the company's
offshore exploration licenses in Israel were held by a subsidiary,
ATP East Med Number BV, which was not protected from seizure under
U.S. bankruptcy laws.

The report adds ATP set up ATP East Med at the order of the
Petroleum Supervisor at the Ministry of Energy and Water
Resources.  ATP East Med owns 35% of the Shimshon and East and
West Daniel licenses, and ATP directly owns 5% of them.  Isramco
Ltd. and its affiliates own the other 60%.

ATP said in its petition for bankruptcy protection that it owes
1,000 creditors $3.4 billion.  The report notes the Texas court
appointed a trustee for the company's assets.  According to
documents obtained by "Globes", the trustee wants to keep some of
the company's exploration rights in Israel and sell the rest.
Until the fate of the seizure and the trustee's decisions are
decided, ATP's business will likely be paralyzed.

Energy market sources believe that the seizure of ATP East Med's
assets is a complication for the Israeli government, because the
Shimshon licensees could obtain rights to the license after major
signs of gas were found in a survey of it.  The gas discovery
prevents the state from seizing ATP's rights to the licenses for
two years from the date of the discovery, the report says.

The report notes Shimshon was officially declared a gas discovery
in early August.  The license, located 91 kilometers northwest of
Ashdod, has a best estimate of 2.3 trillion cubic feet of natural
gas with a 20% geological probability of success.

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

The Bloomberg report disclosed that ATP reported a net loss of
US$145.1 million in the first quarter on revenue of US$146.6
million. Income from operations in the quarter was US$11.8
million.  For 2011, the net loss was US$210.5 million on revenue
of US$687.2 million.


ATP OIL: Enters Into $617.6 Million DIP Credit Facility
-------------------------------------------------------
ATP Oil & Gas Corporation entered into a Senior Secured Super
Priority Priming Debtor-in-Possession Credit Agreement under which
Credit Suisse AG serves as the administrative agent and collateral
agent, and Credit Suisse Securities (USA) LLC, acts as the sole
bookrunner and sole lead arranger.  The Lenders agreed, if
approved by the Bankruptcy Court, to lend up to $250,000,000 in
term loans, $50,000,000 of which has already been advanced to the
Company, and additional term loans of up to $367,600,000 plus an
amount equal to all accrued and unpaid interest on certain
prepetition obligations, which additional term loans would be
extended to refinance loans made prior to the date of the
Bankruptcy Filing by the Lenders or their affiliates.

The proceeds of the New Funding Amount, subject to the DIP Budget
will be used to pay the fees, costs and expenses incurred by the
Company in the administration of the Bankruptcy Case, to provide
for working capital and to fund certain capital expenditures for
the development of the leases related to the Company's "Clipper
Project" and "Gomez #9 Project", each located in the Gulf of
Mexico.  The proceeds of the Refinancing Amount will be used to
refinance Prepetition Loans.  Pursuant to the DIP Credit
Agreement, any Lender may convert Prepetition Loans held by it or
its affiliates, plus the Consent Fee with respect thereto and all
accrued and unpaid interest thereon, into loans under the
Refinancing Amount in an aggregate principal amount equal to the
product of (i) the commitment of such Lender with respect to the
New Funding Amount times (ii) 1.6785379131272.  The amount of
accrued and unpaid interest on each such Lender's Prepetition
Loans through the date of that conversion will be added to the
aggregate principal amount of that Lender's loans allocable to the
Refinancing Amount.

Under the DIP Credit Agreement, the Company has the option of
borrowing at an interest rate per annum equal to an Adjusted LIBO
Rate plus 8.50%, or at an interest rate per annum equal to the
Alternate Base Rate plus 7.50%.  Under the DIP Credit Agreement,
the Company has agreed to a floor on the Adjusted LIBO Rate of
1.50% per annum and a floor on the Alternate Base Rate of 2.50%
per annum.  The proceeds of the loans under the New Funding Amount
are to be issued at a price of 98.00% of the principal amount
thereof.  The Company will pay a commitment fee at a rate equal to
4.25% per annum on the daily aggregate amount of unfunded
commitments with respect to the New Funding Amount.  Further, the
Lenders who refinanced their Prepetition Loans as part of the
Refinancing Amount will receive a consent fee equal to 2.00% of
their Prepetition Loans so refinanced.  Upon an event of default
under the DIP Credit Agreement and for so long as such default
continues, 4.00% per annum will be added to the applicable
interest rate.

The DIP Credit Agreement has conditions precedent to the Company's
ability to obtain loans with respect to the New Funding Amount,
which are tied to the Final Order being obtained, certain
milestones with respect to the Clipper Project and the Company's
Telemark and Gomez fields, to a capital expenditure cap for the
Clipper Project as well as there being no default under the DIP
Credit Agreement.

The DIP Credit Agreement limits, among other things, the Company's
ability to (i) incur indebtedness, (ii) incur or create liens,
(iii) make loans and investments, (iv) dispose of assets, (v) pay
dividends, (vi) make capital expenditures, (vii) enter into
mergers, (viii) transact business with affiliates, (ix) change the
Company's line of business and (ix) amend certain material
agreements.  In addition to standard obligations, the DIP Credit
Agreement provides for (i) periodic delivery by the Company of
various budgets that require the approval of a requisite number of
Lenders as set forth in the DIP Credit Agreement, (ii) delivery of
variance reports, and weekly and monthly updates to such budgets,
(iii) engagement of a chief restructuring officer, and (iv)
specific milestones that the Company must achieve by specific
target dates.

The DIP Credit Agreement contains certain events of default, the
occurrence of which will permit the Agent and the Lenders to
exercise certain remedies, including without limitation
acceleration of the loans, termination of the commitments to
extend credit thereunder and realization upon the collateral.

The Company's obligations under the DIP Credit Agreement and the
other related loan documents will be guaranteed by certain
subsidiaries as required by the DIP Credit Agreement; provided,
however, there were no guarantors as of Aug. 29, 2012.  As
security for the performance of the obligations of the Company
under the DIP Credit Agreement and the related loan documents, the
Agent, for the benefit of itself and the other Lenders, has been
granted a first-priority senior security interest in and lien on
substantially all of the Company's property, having the priority
and subject to the terms and conditions set forth in the DIP
Credit Agreement and the Bankruptcy Court's orders.

The outstanding principal amount of loans under the DIP Credit
Agreement, plus all accrued and unpaid interest thereon, will be
due and payable on the earliest of: (i) 18 months after Aug. 29,
2012, (ii) 35 days after entry of the Interim Order if the Final
Order has not been entered prior to the expiration of such 35-day
period, (iii) the effective date of a Chapter 11 plan filed that
is confirmed pursuant to an order entered by the Bankruptcy Court
and (iv) the acceleration of the loans and termination of the
commitments due and payable thereunder, in accordance with the
terms of the DIP Credit Agreement.

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

                      http://is.gd/ApjVUE

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

The Bloomberg report disclosed that ATP reported a net loss of
US$145.1 million in the first quarter on revenue of US$146.6
million. Income from operations in the quarter was US$11.8
million.  For 2011, the net loss was US$210.5 million on revenue
of US$687.2 million.


AZURE DYNAMICS: Monitor Seeks U.S. Nod of Employee Retention Plan
-----------------------------------------------------------------
Ernst & Young Inc., the court-appointed monitor and authorized
foreign representative of Azure Dynamics Corporation, et al., asks
the U.S. Bankruptcy Court for the Eastern District of Michigan to
enter an order giving full force and effect in the United States
of its employee retention plan.

The Canadian Court has already approved an employee retention plan
for the Azure Group.  The Azure Group, in consultation with the
monitor, developed the ERP in order to retain the current
employees of the Azure Group and to provide incentives to senior
management to implement a successful transaction as part of the
sale and investment solicitation process, which process is
designed to provide a framework for the Azure Group to identify
and effectively negotiate with potential purchasers or investors.

The ERP reflects the Azure Group's recognition that its employee
base and associated human capital is a critical asset that has a
direct impact on the Azure Group's going-concern value.

A copy of the terms of the retention plan is available for free at
http://bankrupt.com/misc/AZUREDYNAMICS_employeeretentionplan.pdf

                     About Azure Dynamics Corp.

Azure Dynamics Corporation and its affiliates filed a petition in
the Supreme Court of British Columbia for an initial order under
the Companies' Creditors Arrangement Act on March 26, 2012.  Kevin
B. Brennan at Ernst & Young, Inc., was appointed as the CCAA
monitor.

On the same day, the monitor commenced bankruptcy cases under
Chapter 15 of the U.S. Bankruptcy Code for Azure Dynamics
Incorporated aka Azure Dynamics U.S. Inc.; Azure Dynamics Corp.;
Azure Dynamics Inc.; and Azure Dynamics Limited (Bankr. E.D. Mich.
Case Nos. 12-47496, 12-47498, 12-47501 and 12-47502), seeking
recognition of the CCAA proceedings.  The cases are jointly
administered.

Azure -- http://www.azuredynamics.com/-- considered itself a
world leader in the development and production of hybrid electric
and electric components and powertrain systems for light and
medium duty commercial vehicles.  Azure targets the commercial
delivery vehicle and shuttle bus markets and is currently working
internationally with a variety of partners and customers.  The
Company is committed to providing customers and partners with
innovative, cost-efficient, and environmentally-friendly energy
management solutions.

As of Dec. 31, 2011, the Azure Group had total, consolidated
assets with a net book value of $42.475 million, comprising
current assets of $31.18 million and non-current assets of
$11.30 million.  As at Dec. 31, 2011, the Azure Group had total,
consolidated liabilities of $29.20 million, comprising current
liabilities of $20.6 million and non-current liabilities of
$8.58 million.

Judge Walter Shapero oversees the cases.  Lawyers at Pepper
Hamilton LLP represent the Chapter 15 petitioner.


BATAA/KIERLAND: JPMCC to Pay Fees for Failure to Join Mediation
---------------------------------------------------------------
The Hon. Randolph J. Haines of the U.S. Bankruptcy Court for the
District of Arizona ordered JPMCC 2007-CIBC 19 East Greenway, LLC
JPMCC to immediately pay to:

   -- Bataa/Kierland, LLC's counsel, Polsinelli Shughart, PC, the
      amount of $15,610 in attorney's fees; and

   -- the Debtor the amount of $6,000 in costs.

The Court said that these amounts be free and clear of JPMCC's
liens against the Debtor.

The Debtor has requested that the Court sanction, in the form of a
recovery of attorney's fees and costs, JPMCC for its failure to
participate in mediation in good faith.

As reported in the Troubled Company Reporter on April 11, 2012,
the Debtor related that JPMCC, Bataa/Kierland II, LCC (who has
asserted certain claims against the Debtor), and Banker's Trust
Company (a secured creditor of Kierland II who has also asserted
claims against the Debtor) agreed to participate in the mediation
with the hopes of resolving, among other things:

   a) the treatment of JPMCC's claims under the Debtor's Plan; and

   b) certain litigation among the parties concerning the Debtor's
      parking rights and responsibilities on Kierland II's
      property.

According to the Debtor, the mediation was conducted by Gary
Birnbaum.  The parties reached a stipulated resolution at the
mediation, consisting of a discounted payoff of JPMCC's claim
through take-out financing which was to be provided by Banker's
Trust.

                       About Bataa/Kierland

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

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

The court in Arizona on July 10 entered a memorandum decision
confirming the amended Chapter 11 plan of reorganization dated
Sept. 2, 2011 of Bataa/Kierland, LLC.


BCAS LLC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: BCAS, LLC
        dba Tilton's Automotive Service
        P.O. Box 1142
        Worthington, OH 43085

Bankruptcy Case No.: 12-57642

Chapter 11 Petition Date: September 3, 2012

Court: U.S. Bankruptcy Court
       Southern District of Ohio (Columbus)

Judge: Charles M Caldwell

Debtor's Counsel: Richard K. Stovall, Esq.
                  ALLEN KUEHNLE STOVALL & NEUMAN LLP
                  17 South High Street, Suite 1220
                  Columbus, OH 43215
                  Tel: (614) 221-8500
                  Fax: (614) 221-5988
                  E-mail: stovall@aksnlaw.com

Estimated Assets: $100,001 to $500,000

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/ohsb12-57642.pdf

The petition was signed by Andrew S. Tilton, manager.


BEAZER HOMES: Fitch Raises Issuer Default Rating to 'B-'
--------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Rating (IDR) of
Beazer Homes USA, Inc. (NYSE: BZH) to 'B-' from 'CCC'.  The Rating
Outlook is Stable.

The upgrade and the Stable Outlook reflect Beazer's operating
performance so far this year, its robust cash position, and
moderately better prospects for the housing sector during the
remainder of this year and in 2013.  The rating is also supported
by the company's execution of its business model, land policies,
and geographic diversity.

Risk factors include the cyclical nature of the homebuilding
industry, the company's high debt load and high leverage, BZH's
underperformance relative to its peers in certain operational and
financial categories, and its current over-exposure to the credit-
challenged entry level market (approximately 60% of BZH's
customers are first-time home buyers).

BZH's homebuilding revenues for the third quarter year-to-date
(YTD) period increased 57.6% to $628.5 million as home deliveries
grew 50.6% to 2,820 homes and the average selling price improved
4.6% to $222,900.  The company has also reported improved
quarterly net sales in each of the last five quarters,
contributing to a 31% increase in homes in backlog at June 30,
2012 compared with year ago levels.  The significant increase in
backlog, combined with the company's strategy to grow community
count, should result in moderately higher deliveries in fiscal
2013 compared with 2012.  Nevertheless, Fitch does not expect BZH
to be profitable in fiscal 2013.

The company has taken steps to further strengthen its balance
sheet and improve its liquidity position to better participate in
the housing recovery.  In July 2012, BZH completed underwritten
public offerings of its common stock, tangible equity units and a
private placement of $300 million of 6.625% senior secured notes.
Net proceeds from these transactions were roughly $466 million.
Concurrently with the debt offering, BZH called for redemption of
all of its $250 million 12% senior secured notes due 2017 and
repaid $20 million under its outstanding cash secured term loan.
These transactions are projected to lower annual interest expense
by approximately $15 million.

After giving effect to the debt and equity offerings, the company
had unrestricted cash of $417.6 million on a pro forma basis as of
June 30, 2012.  BZH has also negotiated a commitment letter with
four financial institutions for a proposed $150 million three-year
secured revolving credit agreement, which would replace the
company's existing $22 million revolving credit facility.  This
credit agreement is expected to close during the September
quarter.

The improved liquidity position provides BZH with some cushion as
Fitch expects the company will continue to have operating losses
and negative cash flow through fiscal 2013.  Fitch currently
expects BZH to end fiscal 2012 with unrestricted cash of between
$400 million and $450 million.  With higher land and development
spending expected next year, unrestricted cash could fall below
$250 million by the end of fiscal 2013.

BZH increased land and development expenditures in 2011 following
four years of reduced spending.  The company spent approximately
$221.6 million on land and development during fiscal 2011 compared
with $182.7 million expended in fiscal 2010.  Through the first
nine months of fiscal 2012 (ending June 30, 2012), BZH spent
roughly $140.6 million on land and land development compared with
$177.9 million spent during the first nine months of fiscal 2011.
The company expects land and development spending for all of 2012
to be similar to 2011 levels. Given the improvement in the overall
housing market, BZH expects to more aggressively pursue growth in
new communities going forward.  Fitch is comfortable with this
strategy given the company's enhanced liquidity position and the
fact that BZH has no major debt maturities until 2015, when $172.5
million of senior notes become due.  Furthermore, management has
demonstrated in the past that it is capable of pulling back on
land and development spending when necessary.

At June 30, 2012, the company controlled 25,088 lots, of which
84.2% were owned and the remaining lots controlled through
options.  Based on the latest 12-month closings, BZH controlled
six years of land and owned roughly five years of land.  The
company's owned-lot position includes 4,207 finished lots (or
19.9% of total owned lots), giving the company some discretion and
flexibility in controlling its land and development spending.

Builder and investor enthusiasm have for the most part surged so
far in 2012.  However, national housing metrics have not entirely
kept pace.  Year-over-year comparisons have been solidly positive
on a consistent basis.  Yet, month to month the national
statistics (single-family starts, new home, and existing home
sales) have been erratic and, at times, below expectations.  In
any case, year to date these housing metrics are well above 2011
levels.  As Fitch has noted in the past, recovery will likely
occur in fits and starts.

Fitch's housing forecasts for 2012 have been raised since early
spring, but still assume only a moderate rise off a very low
bottom.  In a slowly growing economy with relatively similar
distressed home sales competition, less competitive rental cost
alternatives, and new home inventories at historically low levels,
single-family housing starts should improve about 12%, while new
home sales increase approximately 10.5% and existing home sales
grow 5.6%.  Further moderate improvement is forecast for 2013.

Future ratings and Outlooks will be influenced by broad housing
market trends as well as company specific activity, such as trends
in land and development spending, general inventory levels,
speculative inventory activity (including the impact of high
cancellation rates on such activity), gross and net new order
activity, debt levels, especially free cash flow trends and uses,
and the company's cash position.

Beazer's ratings are constrained in the intermediate term due to
weak credit metrics and high leverage.  However, positive rating
actions may be considered if the recovery in housing is maintained
and is meaningfully better than Fitch's current outlook, BZH shows
continuous improvement in credit metrics, and preserves a healthy
liquidity position.

Negative rating actions could occur if the anticipated recovery in
housing does not materialize and the company prematurely steps up
its land and development spending, leading to consistent and
significant negative quarterly cash flow from operations and
diminished liquidity position.  In particular, Fitch will review
the company's ratings if the company's liquidity position
(unrestricted cash plus revolver availability) falls below $200
million.

Fitch has upgraded the following ratings for BZH:

  -- Long-term IDR to 'B-' from 'CCC';
  -- Secured revolver to 'BB-/RR1' from 'B+/RR1';
  -- Second lien secured notes to 'BB-/RR1' from 'B+/RR1';
  -- Senior unsecured notes to 'CCC+/RR5' from 'CCC/RR4';
  -- Convertible subordinated notes to 'CCC/RR6' from 'C/RR6';
  -- Junior subordinated debt to 'CCC/RR6' from 'C/RR6'.

The Rating Outlook is Stable

The Recovery Rating (RR) of 'RR1' on Beazer's secured credit
revolving credit facility and second-lien secured notes indicates
outstanding recovery prospects for holders of these debt issues.
The 'RR5' on Beazer's senior unsecured notes indicates below-
average recovery prospects for holders of these debt issues.
Beazer's exposure to claims made pursuant to performance bonds and
joint venture debt and the possibility that part of these
contingent liabilities would have a claim against the company's
assets were considered in determining the recovery for the
unsecured debtholders.  The 'RR6' on the company's mandatory
convertible subordinated notes and junior subordinated notes
indicates poor recovery prospects for holders of these debt issues
in a default scenario.  Fitch applied a liquidation value analysis
for these recovery ratings.


BENADA ALUMINUM: Hires Latham Shuker as Counsel
-----------------------------------------------
Bernada Aluminum Products LLC asks for permission from the U.S.
Bankruptcy Court to employ R. Scott Shuker and the law firm
Latham, Shuker, Eden & Beaudine, LLP, as counsel, nunc pro tunc to
Aug. 1, 2012.

In the continuation of the Debtor's estate and in the
administration of the case, legal services of Latham are required
as to, but not limited to:

  (a) advising as to the Debtors' rights and duties in the case;

  (b) preparing pleadings related to the case, including a
      disclosure statement and plan of reorganization; and

  (c) taking any and all other necessary action incident to the
      proper preservation and administration of the estate.

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

The services will be billed at the standard hourly rates of the
respective attorneys and paralegals of the firm, which range from
$500 for its most experienced attorneys and $105 for its most
junior paraprofessionals.

Before the Chapter 11 filing, the Debtor paid an advance fee of
$91,722 for postpetition services and expenses.

                            About Benada

Benada was formed in 2011 to purchase assets of two aluminum
products manufacturing companies.  It purchased via 11 U.S.C. Sec.
363 the Sanford facility of Florida Extruders International (Case
No. 08-07761).  It also purchased the assets Miami, Florida-based
Benada Aluminum of Florida Inc.  The Debtor has since consolidated
operations and operates only out of its location in Sanford.

The Company filed for Chapter 11 protection on Aug. 1, 2012
(Bankr. M.D. Fla. Case No. 12-10518).  Judge Karen S. Jennemann
presides over the case.  R. Scott Shuker, Esq., at Latham Shuker
Eden & Beaudine LLP, represents the Debtor.  The Debtor estimated
between $10 million and $50 million in assets and debts.


BIOFUEL ENERGY: David Einhorn Discloses 36.2% Equity Stake
----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, David Einhorn and his affiliates disclosed
that, as of Aug. 27, 2012, they beneficially own 2,212,274 shares
of common stock of Biofuel Energy Corp. representing 36.2% of the
shares outstanding.  A copy of the amended filing is available for
free at http://is.gd/pb1oQk

                        About Biofuel Energy

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

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

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

                        Bankruptcy Warning

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


BLAST ENERGY: Extends Maturity of Centurion Notes Until Nov. 30
---------------------------------------------------------------
On Aug. 30, 2012, PEDEVCO Corp., formerly known as Blast Energy
Services, Inc., entered into the Third Amendment to Senior Secured
Promissory Notes with Centurion Credit Funding, LLC, which amended
certain provisions of the Senior Secured Promissory Note (First
Tranche) and Senior Secured Promissory Note (Second Tranche)
previously entered into with the Lender, each dated Feb. 24, 2011,
as amended.

The Promissory Notes were amended to provide an extension of the
maturity date of such Promissory Notes, which were due as of
Aug. 1, 2012, to the earlier of (i) Nov. 30, 2012, or (ii) the
date all obligations and indebtedness under those Promissory Notes
are accelerated in accordance with the terms and conditions of
those Promissory Notes.  Furthermore, the Company agreed to
deposit an additional $700,000 as a "repayment deposit"  into the
Company's bank account that is subject to a deposit account
control agreement entered into by and between the Company and the
Lender in order to provide additional security to the Lender for
the debt obligations underlying the Promissory Notes, with the
DACA being revised to provide that the Lender may not have access
to those funds until the maturity date of those Promissory Notes,
unless a default or event of default under the Promissory Notes
have occurred.  Additionally, the Third Amendment to the
Promissory Notes removed the prior prohibition which limited the
Lender to converting the Promissory Notes only once every thirty
days.

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

                         http://is.gd/622tsC

                         About Blast Energy

Houston, Texas-based Blast Energy Services, Inc., is seeking to
become an independent oil and gas producer with additional revenue
potential from its applied fluid jetting technology.  The Company
plans to grow operations initially through the acquisition of oil
producing properties and then eventually, to acquire oil and gas
properties where its applied fluid jetting process could be used
to increase the field production volumes and value of the
properties in which it owns an interest.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, GBH CPAs, PC, in Houston, Texas,
expressed substantial doubt about Blast Energy Services' ability
to continue as a going concern.  The independent auditors noted
that Blast incurred a loss from continuing operations for 2011,
and has an accumulated deficit at Dec. 31, 2011.

The Company reported a net loss of $4.14 million for 2011,
compared with a net loss of $1.51 million for 2010.

The Company's balance sheet at March 31, 2012, showed $1.86
million in total assets, $3.98 million in total liabilities and a
$2.11 million total stockholders' deficit.


BLUE SKY CAPITAL: Tenn. Court Issues Permanent Trading Ban
----------------------------------------------------------
The U.S. Commodity Futures Trading Commission obtained a federal
court order requiring Blue Sky Capital Management Corp. and its
principal, Gregory M. Schneider, jointly and severally to pay a
$140,000 civil monetary penalty for making false statements to
representatives of the National Futures Association (NFA), the
futures industry self-regulatory organization, which operates
under CFTC oversight. Schneider currently resides in Bellville,
Ohio, and Blue Sky maintained a business address in Lebanon, Tenn.

The consent order of permanent injunction, entered on August 28,
2012 by Judge John T. Nixon of the U.S. District Court for the
Middle District of Tennessee, stems from a CFTC complaint filed on
August 8, 2011.  The complaint charged Blue Sky and Schneider with
making false, fictitious, or fraudulent statements to the NFA and
willfully concealing material facts from the NFA in connection
with an NFA audit in 2008 of Blue Sky. Blue Sky at the time was a
CFTC-registered Commodity Pool Operator and Commodity Trading
Advisor.

The order finds that during the NFA audit of Blue Sky, Blue Sky
and Schneider misrepresented to the NFA that Blue Sky began
managing customer accounts in 2008, managed 10 customer accounts
with an aggregate equity of approximately $20,000, and had
received no customer complaints. The order further finds that Blue
Sky and Schneider failed to disclose that, in 2007, Blue Sky
managed approximately 80 customer accounts with an aggregate
equity of approximately $1.2 million, and that a Blue Sky customer
complained about the unauthorized trading of his account before,
and even during, the NFA audit.

The order also imposes permanent trading and registration bans
against the defendants and permanently prohibits them from further
violations of the Commodity Exchange Act, as charged.

The CFTC appreciates the assistance of the NFA in this action.

CFTC Division of Enforcement staff responsible for this action are
Stephanie Reinhart, Joseph Konizeski, Judith McCorkle, Scott
Williamson, Rosemary Hollinger, and Richard Wagner.


BON-TON STORES: Files Form 10-Q, Incurs $45MM Net Loss in Q2
------------------------------------------------------------
The Bon-Ton Stores, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $45.04 million on $594.85 million of net sales for
the 13 weeks ended July 28, 2012, compared with a net loss of
$32.30 million on $595.48 million of net sales for the 13 weeks
ended July 30, 2011.

The Company reported a net loss of $85.81 million on $1.23 billion
of net sales for the 26 weeks ended July 28, 2012, compared with a
net loss of $68.28 million on $1.24 billion of net sales for the
26 weeks ended July 30, 2011.

The Company's balance sheet at July 28, 2012, showed $1.56 billion
in total assets, $1.51 billion in total liabilities and $48.33
million in total shareholders' equity.

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

                        http://is.gd/bpsNCA

                        About Bon-Ton Stores

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

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

                            *     *     *

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

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

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

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


CAESARS ENTERTAINMENT: Fitch Publishes Comprehensive Credit Update
------------------------------------------------------------------
Fitch Ratings published a comprehensive credit update on Caesars
Entertainment Corp.  It includes detailed analysis of Caesar's
primary operating subsidiary (Caesars Entertainment Operating Co.,
OpCo) and of its related subsidiaries.

The report follows Fitch's Sept. 5, 2012 revision of the Rating
Outlook on Caesars (IDR 'CCC') and certain subsidiaries to
Negative from Stable.  The OpCo's near- to medium-term cash burn
rate is a key driver of the Negative Outlook, and the report
details upcoming cash sources and uses, including relevant capital
structure and parent company support assumptions.  It also
discusses a number of frequently asked questions about Caesars'
credit profile.

In addition to operating, liquidity and financial analyses, the
report also provides a summary of the company's project pipeline;
Fitch's outlook on key markets; a detailed maturity schedule;
capital structure analyses with debt diagrams; and recovery
analyses.

The appendix of the report includes a recap of the LBO
transaction, a historical timeline of debt transactions, summary
of debt at each level, detailed debt document covenant summaries,
and a corporate governance overview.


CANYONS AT DEBEQUE: Wins Court OK to Hire Kutner Miller as Counsel
------------------------------------------------------------------
Canyons at DeBeque Ranch LLC won Bankruptcy Court permission to
employ Kutner Miller Brinen P.C. as Chapter 11 counsel.

Terms of the employment were reported in the July 24 edition of
the Troubled Company Reporter. Prior to the petition date, the
firm received $10,700 from the Debtors. Kutner Miller holds a
prepetition retainer for payment of postpetition fees and costs in
the amount of $8,613.  The firm's hourly rates are:

          Lee M. Kutner                         $440
          Jeffrey S. Brinen                     $380
          David M. Miller                       $340
          Aaron A. Garber                       $340
          Jenny M.F. Fujii                      $290
          Benjamin H. Shloss                    $240
          Leigh A. Flanagan                     $290

To the best of the Debtor's knowledge, the firm has no connection
or relationship with creditors and is disinterested as defined in
the Bankruptcy Code.

                  About Canyons at DeBeque Ranch

Canyons @ DeBeque Ranch, LLC, filed a bare-bones Chapter 11
petition (Bankr. D. Colo. Case No. 12-24993) in Denver on July 18,
2012.  Judge Elizabeth E. Brown oversees the case.  The Debtor is
represented by Jeffrey S. Brinen, Esq., at Kutner Miller Brinen,
P.C., serves as counsel to the Debtor.

Affiliate Bluestone Ridge Ranch East, LLC, aka Bluestone Ridge
Ranch PUD, based in Butte, Montana, filed a separate Chapter 11
petition (Bankr. D. Colo. Case No. 12-24994) on the same day.


CANYONS AT DEBEQUE: Has Go Signal to Hire Rosenberg as Accountant
-----------------------------------------------------------------
Canyons at DeBeque Ranch LLC and Bluestone Ridge Ranch East LLC
received the green light to hire Stephen M. Rosenberg, CPA,
pursuant to an Aug. 30 court order.

Mr. Rosenberg will provide professional accounting services.  Mr.
Rosenberg, a sole practitioner, has been an accountant for more
than 20 years.  According to papers filed by the Debtors in court,
Mr. Rosenberg is familiar with the Debtors' businesses and books
and records.

Mr. Rosenberg will charge $150 per hour for his services.  He
attests he does not hold or represent any interest materially
adverse to the Debtors' estate.

                  About Canyons at DeBeque Ranch

Canyons @ DeBeque Ranch, LLC, filed a bare-bones Chapter 11
petition (Bankr. D. Colo. Case No. 12-24993) in Denver on July 18,
2012.  Judge Elizabeth E. Brown oversees the case.  The Debtor is
represented by Jeffrey S. Brinen, Esq., at Kutner Miller Brinen,
P.C., serves as counsel to the Debtor.

Affiliate Bluestone Ridge Ranch East, LLC, aka Bluestone Ridge
Ranch PUD, based in Butte, Montana, filed a separate Chapter 11
petition (Bankr. D. Colo. Case No. 12-24994) on the same day.


CANYONS AT DEBEQUE: Can Hire EquiReal as Appraiser
--------------------------------------------------
Canyons at DeBeque Ranch LLC and Bluestone Ridge Ranch East LLC
sought and obtained Bankruptcy Court permission to employ EquiReal
Appraisal Services to perform professional appraisal services with
respect to the Debtors' property in Mesa County, Colorado, and
other related services.  The Debtors may also call upon EquiReal
to review documents and provide expert testimony before the Court.

Elizabeth, Colorado-based EquiReal will bill a $4,000 flat fee for
the appraisal services.  Of the amount, $2,000 must be paid
upfront and $2,000 is payable upon delivery of the report.  For
additional services, the firm will bill at an hourly rate.
Gregory M. Owen, MAI, a certified general appraiser at EquiReal's
office, charges $225 an hour for time spent on call or testifying,
and $75 per hour for time spent preparing to testify.

The firm attests it does not hold or represent an interest adverse
to the estate on matters on which it is to be employed.

                  About Canyons at DeBeque Ranch

Canyons @ DeBeque Ranch, LLC, filed a bare-bones Chapter 11
petition (Bankr. D. Colo. Case No. 12-24993) in Denver on July 18,
2012.  Judge Elizabeth E. Brown oversees the case.  The Debtor is
represented by Jeffrey S. Brinen, Esq., at Kutner Miller Brinen,
P.C., serves as counsel to the Debtor.

Affiliate Bluestone Ridge Ranch East, LLC, aka Bluestone Ridge
Ranch PUD, based in Butte, Montana, filed a separate Chapter 11
petition (Bankr. D. Colo. Case No. 12-24994) on the same day.


CANYONS AT DEBEQUE: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Canyons at DeBeque Ranch LLC filed with the Bankruptcy Court its
schedules of assets and liabilities and statement of financial
affairs, disclosing:

     Name of Schedule                    Assets       Liabilities
     ----------------                    ------       -----------
A - Real Property                      $7,900,000
B - Personal Property                  $4,215,374
C - Property Claimed as Exempt
D - Creditors Holding Secured Claims                  $5,804,737
E - Creditors Holding Unsecured
       Priority Claims                                         $0
F - Creditors Holding Unsecured
       Non-Priority Claims                             $1,378,077
                                      ------------    -----------
                                       $12,115,374     $7,182,814

Canyons @ DeBeque Ranch reported that it earned $146,296 in gross
income for fiscal year 2010.  Gross income dropped steeply to
$63,727 in 2011.  From the beginning of the year to the petition
date, gross income was $6,048.

                  About Canyons at DeBeque Ranch

Canyons @ DeBeque Ranch, LLC, filed a bare-bones Chapter 11
petition (Bankr. D. Colo. Case No. 12-24993) in Denver on July 18,
2012.  Judge Elizabeth E. Brown oversees the case.  The Debtor is
represented by Jeffrey S. Brinen, Esq., at Kutner Miller Brinen,
P.C., serves as counsel to the Debtor.

Affiliate Bluestone Ridge Ranch East, LLC, aka Bluestone Ridge
Ranch PUD, based in Butte, Montana, filed a separate Chapter 11
petition (Bankr. D. Colo. Case No. 12-24994) on the same day.


CIP INVESTMENT: Sept. 27 Final Hearing Set on Cash Collateral Use
-----------------------------------------------------------------
CIP Investment Properties, LLC, will return to the Bankruptcy
Court in Kansas City on Sept. 27 at 1:30 p.m. for a final hearing
on its request to use cash tied to its prepetition loan with 5400
Holdings LLC.

On July 30, the Court issued an order permitting CIP to use to use
cash collateral to pay expenses according to a budget, with up to
a 10% total variance on budgeted amounts.

5400 Holdings is granted replacement liens on all of the Debtor's
rents acquired after the bankruptcy filing to the same extent,
validity, and priority as existed on the date the Chapter 11 case
was filed pursuant to Section 552 of the Bankruptcy Code, and to
the extent of cash collateral that is actually used.  To the
extent adequate protection is not paid by the Debtor, the Lender
will be entitled to a super priority administrative claim pursuant
to Section 507(b).

The Debtor was to commence monthly adequate protection payments to
Lender in the amount of $95,000 beginning Aug. 1, 2012, and on the
first of each month thereafter until a Final Order Approving Use
of Cash Collateral is entered.

The Interim Order will be deemed sufficient and conclusive
evidence of the validity of the Lender's postpetition liens and
security interests granted hereunder and the Lender will not be
required to anything to validate or perfect the liens and security
interests granted.

All rents and income from the operation of the Debtor's property
at 8200 and 8300 Thorn Drive, Wichita, Kansas, will be deposited
into the Debtor's Debtor-in-Possession accounts at Intrust Bank.

Based in Wichita, Kansas, CIP Investment Properties, LLC, filed a
Chapter 11 petition (Bankr. D. Kan. Case No. 12-21952) in Kansas
City on July 17, 2012.  The Debtor, a Single Asset Real Estate as
defined in 11 U.S.C. Sec. 101(51B), estimated assets and debts of
$10 million to $50 million.

Mark G. Stingley, Esq., and Keith M. Aurzada, Esq. --
keith.aurzada@bryancve.com -- at Bryan Cave LLP, serves as the
Debtor's counsel.  The petition was signed by David F. Hoff,
president.

Counsel to 5400 Holdings, LLC, is:

          Brian M. Holland, Esq.
          LATHROP & GAGE LLP
          2345 Grand Blvd, Suite 2800
          Kansas City, MO 64108
          Telephone: 816-460-5329
          Telecopier: 816-292-2001
          E-mail: bholland@lathropgage.com


CAPITAL CENTRE: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------
Chris Bagley, staff writer at Triangle Business Journal, reports
that Capital Centre LLC filed on Aug. 31, 2012, for bankruptcy
reorganization in connection with a $1.2 million loan from BB&T.

According to the report, the company cited $1.3 million in total
debt, including the BB&T loan.  Its Chapter 11 filing put a value
of $1.55 million on an industrial building.  The filing showed
about $100,000 in other assets.

The report says one of the building's tenants, Capital Customer
Wheels LLC, is listed as a co-debtor.  Both companies are managed
and owned or co-owned by Cary resident Scott Roberts.

The report notes Bill Janvier represents the Company.


CARLTON HOTEL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Carlton Hotel, LLC
        1433 Collins Avenue
        Miami Beach, FL 33139

Bankruptcy Case No.: 12-31305

Chapter 11 Petition Date: September 4, 2012

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Robert A. Mark

Debtor's Counsel: Geoffrey S. Aaronson, Esq.
                  100 SE 2nd St # 2700
                  Miami, FL 33131
                  Tel: (786) 594-3000
                  E-mail: gaaronson@aspalaw.com

Scheduled Assets: $8,100,000

Scheduled Liabilities: $15,313,777

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/flsb12-31305.pdf

The petition was signed by Brian Scheinblum, managing member.


CDC CORP: Confirmed Plan to Pay Up to $6.10 a Share to Equity
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that CDC Corp., a China-based software developer also
known as Chinadotcom, won a bankruptcy judge's approval last week
of a Chapter 11 plan under which shareholders are slated to
receive as much as $6.10 a share.

According to the report, the stock closed Sept. 6 at $5.44, up
9.9% in over-the-counter trading.  The pile of cash for
shareholders resulted from a sale of CDC's 87% interest in CDC
Software Corp. that fetched a gross price of $249.8 million from
Archipelago Holding, an affiliate of Vista Equity Holdings.

The report relates that after paying a $65 million secured
judgment claim and other costs, CDC was left with a net of $172.8
million when the sale was completed in April.  Unsecured creditors
with $2.9 million in claims were paid in full and thus didn't vote
on the plan.  According to the disclosure statement explaining the
plan, $5.01 a share is the least shareholders should expect to
receive.

As reported by the Troubled Company Reporter, the Debtor's Plan
provides that in addition to paying creditors in full and
distributing the excess to shareholders, the plan would allow
filing lawsuits against insiders who CDC claims were behind a
motion to dismiss the case.  China.com filed a competing
reorganization plan.  CDC interprets the plan as giving releases
of claims that CDC's plan would prosecute instead.

The Bloomberg report discloses that in the past three years, the
stock's closing peak was $9.57 on April 12, 2010.  The bottom was
7.8 cents on Dec. 1, 2011.  When first announced, the sale caused
CDC's stock to double in price, closing that day at $3.05.

                          About CDC Corp

Based in Atlanta, CDC Corp. (Nasdaq: CHINA) --
http://www.cdccorporation.net/-- is the parent company of CDC
Software (Nasdaq: CDCS).  CDC Software is based dually in
Shanghai, China, and Atlanta and produces enterprise software
applications, IT consulting services, outsourced applications
development and IT staffing.  The company's owners include Asia
Pacific Online Ltd., Xinhua News Agency and Evolution Capital
Management.

CDC Corp., doing business as Chinadotcom, filed a Chapter 11
petition (Bankr. N.D. Ga. Case No. 11-79079) on Oct. 4, 2011.
James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes & Stout, PA,
in Atlanta, Georgia, serves as counsel.  Moelis & Company LLC
serves as its financial advisor and investment banker.  Marcus A.
Watson at Finley Colmer and Company serves as chief restructuring
officer.  The Debtor estimated assets and debts at US$100 million
to US$500 million as of the Chapter 11 filing.

The Official Committee of Equity Security Holders of CDC Corp. is
represented by Troutman Sanders.  The Committee tapped Morgan
Joseph TriArtisan LLC as its financial advisor.

The stock of CDC Software Corp. was sold for $249.8 million to an
affiliate of Vista Equity Holdings.


CELL THERAPEUTICS: Amends Rights Agreement with Computershare
-------------------------------------------------------------
Cell Therapeutics, Inc., and Computershare Trust Company, N.A., as
Rights Agent, entered into the First Amendment to Shareholder
Rights Agreement, dated as of Aug. 31, 2012, effective as of
Sept. 2, 2012.  The First Amendment amends the Rights Agreement to
decrease the Exercise Price under the Rights Plan from $36.00 to
$14.00, decrease the number of shares of Preferred Stock
purchasable upon the exercise of a Right from six ten-thousandths
(6/10,000th) to one ten-thousandth (1/10,000th), and decrease the
redemption price of each Right from $0.0006 to $0.0001.

The First Amendment also revises and expands the definitions of
"Acquiring Person" and "Beneficial Ownership" under the Rights
Agreement.  A person will be deemed to have beneficial ownership
of any securities which are owned by any other person with which
such person is acting in concert.  To be Acting in Concert with
another person for purposes of the Rights Agreement includes
knowingly acting in concert with, or towards a common goal
relating to the management, governance or control of the Company
in parallel with, such other person where each person is conscious
of the other person's conduct or intent and this awareness is an
element in their decision-making process and at least one
additional factor suggests that those persons intend to act in
concert.  Those additional factors may include attending meetings,
conducting discussions or making or soliciting invitations to act
in concert or in parallel.  Any determination as to whether a
person is Acting in Concert with any other person will be
conclusively determined by the Board of Directors of the Company
in its sole discretion.

In addition, the definition of "Beneficial Ownership" now includes
beneficial ownership of securities which are the subject of, the
reference securities for, or that underlie any derivative interest
of that person or any of that person's affiliates or associates.

                      About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is
a biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

Cell Therapeutics reported a net loss attributable to CTI of
US$62.36 million in 2011, compared with a net loss attributable
to CTI of US$82.64 million in 2010.

The Company's balance sheet at June 30, 2012, showed $38.34
million in total assets, $39.83 million in total liabilities,
$13.46 million in common stock purchase warrants, and a $14.95
million total shareholders' deficit.

                     Going Concern Doubt Raised

The report of Marcum LLP, in San Francisco, Calif., dated
March 8, 2012, expressed an unqualified opinion, with an
explanatory paragraph as to the uncertainty regarding the
Company's ability to continue as a going concern.

The Company's available cash and cash equivalents are US$47.1
million as of Dec. 31, 2011.  The Company's total current
liabilities were US$17.8 million as of Dec. 31, 2011.  The
Company does not expect that it will have sufficient cash to fund
its planned operations beyond the second quarter of 2012, which
raises substantial doubt about the Company's ability to continue
as a going concern.

                        Bankruptcy Warning

The Form 10-K for the year ended Dec. 31, 2011, noted that if the
Company receives approval of Pixuvri by the EMA or the FDA, it
would anticipate significant additional commercial expenses
associated with Pixuvri operations.  Accordingly, the Company
will need to raise additional funds and are currently exploring
alternative sources of equity or debt financing.  The Company may
seek to raise that capital through public or private equity
financings, partnerships, joint ventures, disposition of assets,
debt financings or restructurings, bank borrowings or other
sources of financing.  However, the Company has a limited number
of authorized shares of common stock available for issuance and
additional funding may not be available on favorable terms or at
all.  If additional funds are raised by issuing equity
securities, substantial dilution to existing shareholders may
result.  If the Company fails to obtain additional capital when
needed, it may be required to delay, scale back, or eliminate
some or all of its research and development programs and may be
forced to cease operations, liquidate its assets and possibly
seek bankruptcy protection.


CENTRAL FALLS, RI: On the Verge of Exiting Bankruptcy
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the City of Central Falls, Rhode Island, is on the
verge of emerging from a municipal bankruptcy begun on Aug. 1,
2011.  At a hearing Sept. 6, the bankruptcy judge in Providence
said he will sign a confirmation order approving the city's
fourth-amended plan.  The plan doesn't affect about $27 million in
general obligation bonds for schools and other projects.

As reported by the Troubled Company Reporter, the Central Falls,
Rhode Island, on July 10, 2012, filed with the Bankruptcy Court a
Second Amended Plan For The Adjustment Of Debts and an explanatory
disclosure statement.  The Chapter 9 Plan, if confirmed, will
restructure the City's debt and its operations and put the City on
a path towards fiscal stability.  The Amended Plan also addresses
and resolves the City's obligations to employees, retirees, and
vendors.  The Amended Plan does not impair the City's bond
obligations.

According to the report, creditors in the classes adversely
affected by the plan were almost unanimous in support.  U.S.
Bankruptcy Judge Frank Bailey said the city had proven the plan to
be feasible though testimony from an expert.

The report relates that groups adversely affected by the plan
include workers whose union contracts were revised, retirees with
pensions reduced in varying amounts, employees who lost sick time
benefits, individuals with personal-injury claims, and trade
suppliers.

The report notes that general unsecured creditors will be paid a
maximum of 45% over six years from a $600,000 fund.  In disclosure
materials, the city said it lacked revenue to pay more "while
maintaining an adequate level of municipal services such as the
provision of fire and police protection."

                       About Central Falls

Central Falls is a city in Providence County, Rhode Island.  The
population was 18,928 at the 2000 census.  Central Falls is the
smallest and most densely populated city in Rhode Island.

Central Falls sought bankruptcy protection under Chapter 9 of the
U.S. Bankruptcy Code (Bankr. D. R.I. Case No. 11-13105) on Aug. 1,
2011.  The Chapter 9 filing was made after former Rhode Island
Supreme Court Judge Robert Flanders, who serves as state-appointed
receiver for the city, was unable to negotiate significant
concessions from unions representing police officers, firefighters
and other city workers.  The city grappled with an $80 million
unfunded pension and retiree health benefit liability that is
nearly quadruple its annual budget of $17 million.  Judge Robert
Flanders succeeded the role from retired Superior Court Associate
Justice Mark A. Pfeiffer, who was appointed in July 2010.  The
Central Falls receivership, the state's first, has left the mayor
and council without any power to govern.

Judge Frank Bailey presides over the Chapter 9 case.  Theodore
Orson, Esq., at Orson and Brusini Ltd., serves as bankruptcy
counsel to the receiver.


CIRCLE ENTERTAINMENT: Borrows $200,000 from Directors & Officers
----------------------------------------------------------------
On Aug. 29, 2012, certain of the directors, executive officers and
greater than 10% stockholders of Circle Entertainment Inc. made
unsecured demand loans to the Company totaling $200,000, 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.

                     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.


CIRCLE STAR: Executes Debt Conversion Agreement with Note Holder
----------------------------------------------------------------
Circle Star Energy Corp. announced the execution of a Debt
Conversion Agreement with the holder of a $500,000 convertible
note, to convert the outstanding principal and interest under the
note into 1,100,000 shares of common stock of CRCL.

CRCL CEO Jeff Johnson stated, "This agreement continues to show
the confidence our stakeholders have in the strategy being pursued
by management and the dedication the stakeholders have in taking
the necessary steps to facilitate the company's objectives.  We
hope to continue our progress toward increasing hard asset value
and equity returns."

In converting this note into common shares, CRCL reduces the
current liabilities on the balance sheet, improving its leverage
ratio and also reducing interest expense going forward.

CRCL is continuing its efforts in expanding its exposure in
Northwest Kansas, which is also being pursued by other energy
industry participants such as Chesapeake Energy Corp. (NYSE: CHK),
Encana Corp. (NYSE: ECA), SandRidge Energy Inc. (NYSE: SD) and
Apache Corp. (NYSE: APA).

The common stock issued in connection with the conversion of the
note have not been and will not be registered under the United
States Securities Act of 1933, as amended or any state securities
laws.

                         About Circle Star

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

The Company reported a net loss of $11.07 million on $942,150 of
total revenues for the year ended April 30, 2012, compared with a
net loss of $31,718 on $0 of total revenues during the prior
fiscal year.

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

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


CITY NATIONAL: Delays Form 10-Q for Second Quarter
--------------------------------------------------
City National Bancshares Corporation was unable to file its
quarterly report on Form 10-Q for the quarter ended June 30, 2012,
with the U.S. Securities and Exchange Commission by the Aug. 14,
2012, due date.  The Company was not able to file a timely Form
10-Q because it has not completed its consolidated financial
statements and related disclosures for that quarter.

As previously reported, the Company was delayed in filing its
annual report on Form 10-K for the year ended Dec. 31, 2011, with
the SEC.  The delay in the preparation and anticipated filing of
the Company's Form 10-K resulted in the Company requiring
additional time to complete its consolidated financial statements
and related disclosures for the quarter ended March 31, 2012, and
for its independent auditors to complete their required review of
those financial statements and related disclosures.  The delay in
filing the First Quarter Form 10-Q contributed to the delay in
filing the Form 10-Q for the Second Quarter, which the Company
anticipates filing in September 2012.

                   About City National Bancshares

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

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

The Company's balance sheet at March 31, 2012, showed $359.39
million in total assets, $339.90 million in total liabilities, and
$19.49 million in total stockholders' equity.

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


CLAIRE'S STORES: Offering Additional 9% Senior Secured Notes
------------------------------------------------------------
Claire's Stores, Inc., intends to offer additional 9.00% senior
secured first lien notes due 2019.  The notes will be of the same
series as the Company's outstanding $500 million aggregate
principal amount of 9.00% Senior Secured First Lien Notes due
2019.  The terms of the notes, other than their issue date and
issue price, will be identical to the previously issued notes.

The Company intends to use the net proceeds of the issuance of the
notes, together with cash on hand, to repay in full the term loan
indebtedness under its senior secured credit facility.

The notes are being offered only to "qualified institutional
buyers" in reliance on Rule 144A under the Securities Act of 1933,
as amended, and outside the United States only to non-U.S. persons
in reliance on Regulation S under the Securities Act.  The notes
have not been and will not be registered under the Securities Act
or any state securities laws and may not be offered or sold in the
United States absent registration or an applicable exemption from
the registration requirements of the Securities Act and applicable
state securities laws.

                        About Claire's Stores

Claire's Stores, Inc. -- http://www.clairestores.com/-- operates
as a specialty retailer of fashion accessories and jewelry for
preteens and teenagers, as well as for young adults in North
America and internationally.  It offers jewelry products that
comprise costume jewelry, earrings, and ear piercing services; and
accessories, including fashion accessories, hair ornaments,
handbags, and novelty items.

Based in Pembroke Pines, Florida, Claire's Stores operates under
two brands: Claire's(R), which operates worldwide and Icing(R),
which operates only in North America.  As of Jan. 31, 2009,
Claire's Stores, Inc., operated 2,969 stores in North America and
Europe.  Claire's Stores also operates through its subsidiary,
Claire's Nippon, Co., Ltd., 213 stores in Japan as a 50:50 joint
venture with AEON, Co., Ltd.  The Company also franchises 198
stores in the Middle East, Turkey, Russia, South Africa, Poland
and Guatemala.

The Company's balance sheet at July 28, 2012, showed $2.72 billion
in total assets, $2.78 billion in total liabilities, and a
$61.01 million stockholders' deficit.

                             *    *     *

Claire's Stores Inc. carries a 'B-' Corporate Credit Rating from
Standard & Poor's Ratings Services.


CLEAN BURN: Reorganization Goes to Chapter 7
--------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Chapter 11 trustee for Clean Burn Fuels LLC
sought an order converting the Chapter 11 case to liquidation in
Chapter 7, with remaining cash dwindling.  The trustee said that
lawsuits are the principal remaining assets.  At a Sept. 4
hearing, the bankruptcy judge granted the request and is
converting the case to a Chapter 7 liquidation.

                      About Clean Burn Fuels

Founded in 2005, Clean Burn Fuels LLC is the first company to
produce ethanol in North Carolina.  It completed the construction
of its ethanol plant in August 2010 and started producing and
selling ethanol and dried distillers grains with solubles (DDGS)
shortly thereafter.

Clean Burn filed for Chapter 11 bankruptcy protection (Bankr.
M.D.N.C. Case No. 11-80562) on April 3, 2011.  John A. Northen,
Esq., at Northen Blue, L.L.P., in Chapel Hill, N.C., represents
the Debtor.  Anderson Bauman Tourtellot Vos & Co. serves as
financial consultant and chief restructuring officer.  Smith,
Anderson, Blount, Dorsett, Mitchell & Jernigan, LLP serves as
special counsel to assist the Debtor in its state court litigation
matters, including various lawsuits pending in Hoke County, North
Carolina.  The Debtor disclosed $79,516,062 in assets and
$79,218,681 in liabilities as of the Chapter 11 filing.

The Debtor lost its assets when the bankruptcy in Durham, North
Carolina permitted foreclosure in July 2011.  The foreclosing
lender was Cape Fear Farm Credit ACA, owed $66 million.  In
January 2012, the bankruptcy court appointed a Chapter 11 trustee.

Sara A. Conti, Chapter 11 trustee for the Debtor, tapped Northen
Blue as special counsel.  Charles M. Ivey, Esq., at Ivey McClellan
Gatton, in Greensboro, N.C., represents the Creditors' Committee
as counsel.


COMPOSITE TECHNOLOGY: Court OKs Squar Milner as Tax Professionals
-----------------------------------------------------------------
Composite Technology Corporation sought and obtained permission
from the U.S. Bankruptcy Court to employ Squar, Milner, Peterson,
Miranda & Williamson LLP as tax professionals.

Headquartered in Irvine, California, Composite Technology
Corporation (CTC) -- http://www.compositetechcorp.com/-- is a
publicly traded company that owns all of the common stock of CTC
Cable Corporation and Stribog, Inc.  CTC Cable manufactured and
marketed innovative energy efficient renewable energy products
for the electrical utility industry.  Stribog operated a wind
turbine products business that was sold to Daewoo Shipbuilding
and Marine Engineering on Sept. 4, 2009, for US$32.2 million in
cash.  CTC Renewables is a dormant company.

Composite Technology filed for Chapter 11 bankruptcy (Bankr. C.D.
Calif. Case No. 11-15058) on April 10, 2011, with Judge Mark S.
Wallace presiding over the case.  The Debtor's bankruptcy case
was reassigned to Judge Scott C. Clarkson on April 13, 2011.  BCC
Advisory Services LLC, BCC Ho1dco LLC's FINRA registered
Broker/Dealer, serves as investment banker to provide exclusive
equity financing services and debt financing services.  Composite
Technology disclosed US$5,855,670 in assets and US$12,395,916 in
liabilities as of the Chapter 11 filing.

CTC Cable Corporation also filed for Chapter 11 (Bankr. C.D.
Calif. Case No. 11-15059) on April 10, 2011.  Stribog, Inc.
(Bankr. C.D. Calif. Case No. 11-15065) filed for Chapter 11
protection on April 11, 2011.  CTC Renewables Corp., a dormant
company (Bankr. C.D. Calif. Case No. 11-15130) filed for Chapter
11 protection on April 12, 2011.

The cases are jointly administered, with Composite Technology as
the lead case.  Garrick A. Hollander, Esq., Paul J. Couchot,
Esq., and Richard H. Golubow, Esq., at Winthrop Couchot PC, in
Newport Beach, Calif.; and Sean A. Okeefe, at Okeefe & Associates
Law Corporation, in Newport Beach, Calif., serve as the Debtors'
bankruptcy counsel.

Peter C. Anderson, the U.S. Trustee for Region 16, appointed five
members to the official committee of unsecured creditors in the
Debtor's cases.  Katherine C. Piper, Esq., at Steptoe & Johnson
LLP, in Los Angeles, Calif., represents the Committee.


CONTOURGLOBAL POWER: S&P Assigns Prelim 'B+' Corp. Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B+'
corporate credit rating to ContourGlobal L.P. (CG), a developer of
electric power generation and district heating assets. At the same
time, S&P assigned its preliminary 'B+' corporate credit rating to
ContourGlobal Power Holdings S.A. (CGPH), a 100% owned subsidiary
of CG that benefits from a guarantee from both CG and its project
owning subsidiaries.  S&P also assigned its preliminary 'BB-'
rating to CGPH's proposed $350 million senior secured notes due
2019. Finally, S&P assigned the notes a preliminary recovery
rating of '2', indicating its expectation of substantial (70% to
90%) recovery in the event of a payment default. The outlook is
stable.

"Assignment of a final rating hinges on our receipt and review of
executed documentation. The final rating could differ if
any terms change materially," S&P said.

"The rating reflects the application of our projects developer
methodology," said Standard & Poor's credit analyst Ben Macdonald.
"We view the financial profile to be aggressive and have assigned
a quality of cash flow score of 8, equating to a weak business
profile," Mr. Macdonald continued.

The rating on CGPH reflects S&P's view of these weaknesses:

  * The debt will be interest-only with a bullet payment in seven
    years, and faces refinancing risk in 2019.

  * The portfolio has significant concentration risk. If S&P
    assume no projects are added to the current portfolio, the
    largest two assets -- Maritza, a Bulgarian coal plant and
    Arrubal, a Spanish combined-cycle gas plant -- contribute 52%
    of forecast cash flow for debt service during the next seven
    years. In a scenario in which the bond proceeds are used to
    expand the portfolio, S&P anticipates that this percentage
    would decline to 44%.

  * CGPH relies on substantial distributions from jurisdictions
    with considerable regulatory and operating uncertainties.

  * The KivuWatt project in Rwanda, which S&P anticipates will
    provide 8% of cash flow for the current portfolio, plans to
    use methane harvested from suspension in Lake Kivu. This
    technique has not yet been proven on a sustainable commercial
    scale, so the project has sizable operational risks.

  * The company's growth strategy is heavily dependent on
    smoothly working credit markets for additional debt issuances
    and refinancing planned at the individual project level, with
    the management base case including assumed debt issuance at
    six projects during the term of this rated debt.

  * Many regions of operations are facing political uncertainty.

  * Growth expenditure requirements are large.

  * Debt will be denominated in U.S. dollars, but more than 50% of
    cash flow for debt service that we project will be generated
    in euros.

"The stable outlook reflects our view of the portfolio's
diversified nature in terms of geography, technology, and
counterparty exposure," S&P said.


CPI CORP: Enters Into $500,000 Settlement Pact with Westfield
-------------------------------------------------------------
During the second quarter of fiscal 2012, CPI Corp. discontinued
its Portrait Gallery from Bella Pictures operations.  The Company
had previously entered into leases for 19 retail stores at certain
shopping centers owned and managed by Westfield, LLC.

On Aug. 30, 2012, the Company entered into a Settlement Agreement
and General Release with Westfield.  Under the Agreement, the
Company will pay Westfield the sum of $500,000, in five equal
installments on or before Oct. 15, 2012, Dec. 15, 2012, Jan. 15,
2013, Feb. 15, 2012, and March 15, 2012, as consideration and
final settlement of the leases.

                           About CPI Corp.

Headquartered in St. Louis, Missouri, CPI Corp. provides portrait
photography services at more than 2,500 locations in the United
States, Canada, Mexico and Puerto Rico and offers on location
wedding photography and videography services through an extensive
network of contract photographers and videographers.

The Company reported a net loss of $56.86 million for the fiscal
year ended Feb. 4, 2012, compared with net income of $11.90
million for the fiscal year ended Feb. 5, 2011.

KPMG LLP, in St. Louis, Missouri, issued a "going concern"
qualification on the consolidated financial statements for the
period ended Feb. 4, 2012, noting that the Company has suffered a
significant loss from operations, is not in compliance with the
financial covenants under its credit agreement, and has a net
capital deficiency, all of which raise substantial doubt about its
ability to continue as a going concern.

The Company's balance sheet at July 21, 2012, showed
$61.04 million in total assets, $159.63 million in total
liabilities, and a $98.59 million total stockholders' deficit.

                         Bankruptcy Warning

"Management is implementing plans to improve liquidity through
improvements to results from operations, store closures, cost
reductions and operational alternatives," the Company said in its
quarterly report for the period ended July 21, 2012.  "However,
there can be no assurance that we will be successful with our
plans or that our future results of operations will improve.  If
sales trends do not improve, our available liquidity from cash
flows from operations will be materially adversely affected.
There can be no assurance that we will be able to improve cash
flows from operations, or that we will be able to comply with the
terms of the Second Amendment.  Therefore, there can be no
guarantee that our existing sources of cash and our future cash
flows from operations will be adequate to meet our liquidity
requirements, including cash requirements that are due under the
Credit Agreement and that are needed to fund our business
operations.  If we are unable to address our liquidity shortfall
or comply with the terms of our Credit Agreement, as amended, then
our business and operating results would be materially adversely
affected, and the Company may then need to curtail its business
operations, reorganize its capital structure, or liquidate."

The Company further stated that should it not be able to sell its
business by Dec. 31, 2012, it could be forced to seek additional
financing, which may not be available, curtail its business
operations or reorganize its capital structure, or be forced into
bankruptcy.


CYBERDEFENDER CORP: Xroads Approved as Solicitation Agent
---------------------------------------------------------
CYDE Liquidating Co., formerly known as CyberDefender Corporation
has sought and obtained approval from the U.S. Bankruptcy Court
for permission to employ XRoads Case Management Services, LLC as
balloting and solicitation agent.

The firm, among other things, will:

   a. print ballots including the printing of creditor and
      shareholder specific ballots;

   b. prepare voting reports by plan class, creditor, or
      shareholder and amount for review and approval by the Debtor
      and his counsel;

   c. coordinate the mailing of ballots, disclosure statement, and
      plan of reorganization to all voting and non-voting parties
      and providing affidavit of service; and

   d. establish a toll-free "800" number to receive questions
      regarding voting on the plan.

Tauheed D. Williams -- twilliams@xroadsllc.com -- attests that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

                     About CyberDefender

Los Angeles, Calif.-based CYDE Liquidating Co., fka CyberDefender
Corporation, provided remote LiveTech services and security and
computer optimization software to the consumer and small business
market.

In regulatory filings, the Company disclosed $7.96 million in
total assets, $42.54 million in total liabilities, and a $34.58
million in total stockholders' deficit, as of Sept. 30, 2011.

CyberDefender filed for Chapter 11 protection (Bankr. D. Del. Case
No. 12-10633) on Feb. 23, 2012.

XRoads Solutions Group, LLC serves as financial advisor to the
Company and Pachulski Stang Ziehl & Jones LLP (James E. O'Neill)
serves as bankruptcy counsel.

The Debtor changed its name to CYDE Liquidating Co. following the
sale of the business.  CyberDefender obtained authority to sell
the business to GR Match LLC for $12 million in debt and $250,000
cash.  There were no competing bids, so an auction was canceled.

An official committee of unsecured creditors has been appointed in
the case.


DAIS ANALYTIC: Scott Ehrenberg Quits as CTO and Secretary
---------------------------------------------------------
Scott G. Ehrenberg resigned as Chief Technology Officer and
Secretary of Dais Analytic Corporation effective Aug. 30, 2012.

On Sept. 4, 2012, the Company's board of directors appointed
Judith Norstrud, the Company's chief financial officer and
treasurer, to the position of Secretary of the Company.

                        About Dais Analytic

Odessa, Fla.-based Dais Analytic Corporation has developed and
patented a nano-structure polymer technology, which is being
commercialized in products based on the functionality of these
materials.  The initial product focus of the Company is ConsERV,
an energy recovery ventilator.  The Company also has new product
applications in various developmental stages.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Cross, Fernandez & Riley LLP, in
Orlando, Florida, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant losses since
inception and has a working capital deficit and stockholders'
deficit of $3.22 million and $4.90 million at Dec. 31, 2011.

The Company reported a net loss of $2.33 million in 2011,
compared with a net loss of $1.43 million in 2010.

The Company's balance sheet at June 30, 2012, showed $1.16 million
in total assets, $5.81 million in total liabilities and a $4.64
million total stockholders' deficit.


DCB FINANCIAL: Files Amendment No. 3 to Form S-1 Prospectus
-----------------------------------------------------------
DCB Financial Corp filed with the U.S. Securities and Exchange
Commission a Pre-Effective Amendment No. 3 to 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.

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, under the trading symbol "DCBF.OB."

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

                        http://is.gd/wRXzBj

                        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.


DCP LLC: S&P Puts 'B' Corporate Credit Rating on Watch Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Santa
Monica, Calif.-based TV production company dcp LLC (B/Negative/--,
the parent of Dick Clark Productions Inc.) on CreditWatch with
negative implications. This includes the 'B' corporate credit
rating and the 'B+' issue-level rating on the 10.75% senior
secured notes due 2015.

"The rating action follows the announcement that a group of
investors, including Guggenheim Partners, Mandalay Entertainment
and Mosaic Media Investment Partners, entered into a definitive
agreement to purchase dcp from its current owner, RedZone Capital
Management,' said Standard & Poor's credit analyst Naveen Sarma.
Terms were not disclosed, but press reports indicate the sale
price was $370 million. The transaction is expected be completed
soon," S&P said.

"In resolving the CreditWatch, we will assess the company's new
capital structure and any shifts in business strategy. If the 2015
senior notes are redeemed, we will withdraw the ratings on the
notes. We expect that regardless of the ratings outcome, a stable
outlook is only possible if the company's ongoing litigation with
the Hollywood Foreign Press Association over the rights for the
Golden Globe Awards is resolved in dcp's favor," S&P said.


DRINKS AMERICAS: Has License to Sell WBI Products in U.S.
---------------------------------------------------------
Drinks Americas Holdings, Ltd., entered into Amendment No. 2 to a
license agreement dated June 27, 2011, as amended, with Worldwide
Beverage Imports, LLC.  Pursuant to the Amendment:

   * the Company is now permitted to sell and distribute WBI
     licensed spirits in all states of the United States,
     including California;

   * the Company's previously agreed to exclusive license to use
     and display WBIs trademarks, service marks, and trade names
     which are applicable to WBI products was made into a non-
     exclusive license.  The exclusive distribution license for
     WBI products was not altered.

In consideration for and as an inducement to enter into the
Amendment, the Company agreed to transfer to WBI 2,750,000 shares
of the Company's common stock and 250,000 shares of the Company's
newly created Series D Preferred Stock.

A copy of the Amended License Agreement is available at:

                        http://is.gd/zz6pPT

On Aug. 30, 2012, the Company filed a Certificate of Designation
of Series D Preferred Stock with the Secretary of State of
Delaware.  Pursuant to the Certificate of Designation:

   * 250,000 shares of preferred stock were designated Series D
     Preferred Stock.

   * If at any time the holder of Series D Preferred Stock and the
     holder's affiliates reduces its ownership of the
     Corporation's Common Stock below 50% of what it holds on the
     date hereof (as of Aug. 23, 2012, the Holder owns 10,229,602
     shares of the Corporation's Common Stock) and the
     concentration of Common Stock has not exceeded 20% by any
     other individual or affiliate group, or the total number of
     shareholders exceeds 1,000 and provided the Preferred Stock
     Holder and its affiliates have been relieved of their
     personal guarantees on behalf of the corporation and all debt
     to the Holder and Holder's affiliates is paid in full, the
     Preferred Stock will automatically be converted into 250,000
     shares of the Corporation's Common Stock.

   * The Series D Preferred Stock will vote as a single class with
     the common stock and the holders of the Series D Preferred
     Stock will have the number of votes equal to 100 times the
     number of shares of Series D Preferred Stock.

   * Upon liquidation, the holders of the Series D Preferred Stock
     will have the right to receive, prior to any distribution
     with respect to the common stock, but subject to the rights
     of the holders of the Series A Preferred Stock, Series B
     Preferred Stock and Series C Preferred Stock, the Stated
     Value (plus any other fees or liquidated damages payable
     thereon).

                       About Drinks Americas

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

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

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

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


DYNEGY HOLDINGS: Impending Train Wreck Becomes Approved Plan
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that at a hearing Sept. 5, Judge Cecilia Morris said she
will sign a confirmation order approving a reorganization plan for
Dynegy Holdings Inc. and parent Dynegy Inc.  Examiner Susheel
Kirpalani issued a report in March finding that an out-of-court
restructuring last year included fraudulent transfers with actual
intent to hinder and delay creditors of subsidiaries of parent
Dynegy Inc.  Also named by the bankruptcy judge to serve as
mediator, Mr. Kirpalani presided over negotiations that culminated
in early April with a settlement where creditors of Dynegy
Holdings receive 99% of the stock when the company merges under
the reorganization plan with parent Dynegy Inc.

The report relates that the other 1% of the stock is earmarked for
shareholders of parent Dynegy Inc.  Only unsecured creditors of
were entitled to vote on the plan.  They were almost unanimous in
support.  Everyone else was either paid in full or not affected.
Judge Morris said at a hearing on Sept. 5 that she will sign a
confirmation order approving the plan.

The report notes that Judge Morris previously approved a merger
where the Dynegy parent will be the surviving entity in the
merger.  The company said Sept. 5 that it expects to complete the
merger and emerge from Chapter 11 by Oct. 1.  Unsecured creditors
of Dynegy Holdings with claims totaling about $4.2 billion were
told in disclosure materials they could expect a recovery between
59% and 89%.  As part of the previously approved settlement, the
shareholders of the Dynegy parent receive warrants for an
additional 13.5% of the stock on top of the 1% they receive up
front.

The $1.05 billion in 8.375% senior unsecured notes of Dynegy
Holdings LLC last traded Sept. 5 for 59.6 cents on the dollar,
according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority.

                           About Dynegy

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE: DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) Nov. 7, 2011, to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.  Dynegy Holdings disclosed assets of
$13.77 billion and debt of $6.18 billion.

Dynegy Inc. on July 6, 2012, filed a voluntary petition to
reorganize under Chapter 11 (Bankr. S.D.N.Y. Case No. 12-36728) to
effectuate a merger with Dynegy Holdings, pursuant to Holdings'
Chapter 11 plan.

A settlement, which has already been approved by the bankruptcy
court, provides for Dynegy Inc. and Holdings to merge and for the
administrative claim granted to Dynegy Inc. in the Holdings
Chapter 11 case to be transferred out of Dynegy Inc. for the
benefit of its shareholders.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.  The financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors in Holdings' cases
has tapped Akin Gump Strauss Hauer & Feld LLP as counsel.

Dynegy Inc. is represented by White & Case LLP and advised by
Lazard Freres & Co. LLC.


ELPIDA MEMORY: Bondholders Want to Keep Right for Involuntary
-------------------------------------------------------------
Certain members of the steering committee of the Ad Hoc Group of
Bondholders of Elpida Memory, Inc., ask the U.S. Bankruptcy Court
for the District of Delaware to modify the order dated April 24,
2012, recognizing foreign representatives and foreign main
proceeding to:

   i) condition the relief granted in the recognition order by
      requiring certain protections with respect to all property
      of Elpida's estate within the territorial jurisdiction of
      the United States; and

  ii) clarify that the automatic stay imposed by the recognition
      order does not prevent the bondholders from commencing, if
      necessary and appropriate, an involuntary bankruptcy case
      against Elpida.

On April 24, 2012, the Court entered the recognition order, which
recognized Elpida's ongoing Japanese restructuring proceeding as a
foreign main proceeding under Chapter 15.  That order also
extended the protections of Sections 361 and 362 of the Bankruptcy
Code to property of Elpida within the territorial jurisdiction of
the United States.

The steering committee relates that after the entry of the
recognition order, it is concerned whether Elpida is attempting to
maximize the value of its estate and recoveries to its prepetition
creditors (who the bondholders understand hold in excess of $5.4
billion in allowed claims against Epida).  Specifically, on
July 2, 2012, Elpida entered into a sponsorship agreement pursuant
to which it will sell its stock to Micron Technology, Inc.  That
stock sale will be made free and clear of all of Elpida's
prepetition liabilities, and prepetition creditors will receive
cash and new paper issued by the reorganized entity, which the
bondholders anticipate will be worth less than $1.8 billion.

The steering committee notes that the Debtor made no disclosures
regarding, among other things, the fair market value of Elpida and
its subsidiaries, the terms of the proposed sale, or the range of
post-sale recoveries to Elpida creditors.

The steering committee says that the unwillingness of Elpida, its
court-appointed trustees and Micron to discuss material aspects of
their proposed arrangement creates significant concern for any
Elpida creditor.  These concerns include, among other things:

   -- Elpida's two court-appointed trustees, one of whom will
      apparently be employed by Micron post-emergence, precluded
      themselves by the terms of the sponsorship agreement from
      discussing any alternate transactions or disclosing material
      information without Micron's consent.

   -- No other creditor representative with any meaningful power
      and with fiduciary duties owed to creditors participated in,
      or signed off on, Elpida's sale decision.

   -- No transparent or stalking-horse bid process has taken, or
      is scheduled to take, place, and the trustees have
      repeatedly rebuffed the bondholders' attempts to discuss
      creditor-led initiatives to provide substantially more value
      to Elpida's creditors and estate.

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

                        About Elpida Memory

Elpida Memory Inc. (TYO:6665) -- http://www.elpida.com/ja/-- is
a Japan-based company principally engaged in the development,
design, manufacture and sale of semiconductor products, with a
focus on dynamic random access memory (DRAM) silicon chips.  The
main products are DDR3 SDRAM, DDR2 SDRAM, DDR SDRAM, SDRAM,
Mobile RAM and XDR DRAM, among others.  The Company distributes
its products to both domestic and overseas markets, including the
United States, Europe, Singapore, Taiwan, Hong Kong and others.
The company has eight subsidiaries and two associated companies.

After semiconductor prices plunged, Japan's largest maker of DRAM
chips filed for bankruptcy in February with liabilities of 448
billion yen ($5.6 billion) after losing money for five quarters.
Elpida Memory and its subsidiary, Akita Elpida Memory, Inc.,
filed for corporate reorganization proceedings in Tokyo District
Court on Feb. 27, 2012.  The Tokyo District Court immediately
rendered a temporary restraining order to restrain creditors from
demanding repayment of debt or exercising their rights with
respect to the company's assets absent prior court order.
Atsushi Toki, Attorney-at-Law, has been appointed by the Tokyo
Court as Supervisor and Examiner in the case.

Elpida Memory Inc. sought the U.S. bankruptcy court's recognition
of its reorganization proceedings currently pending in Tokyo
District Court, Eight Civil Division.  Yuko Sakamoto, as foreign
representative, filed a Chapter 15 petition (Bankr. D. Del. Case
No. 12-10947) for Elpida on March 19, 2012.

The Court entered an order recognizing foreign representatives and
foreign main proceeding on April 24, 2012.


EMMIS COMMUNICATIONS: Modifies Terms of Preferred Stock
-------------------------------------------------------
On Sept. 4, 2012, Emmis Communications Corporation filed
amendments to its Articles of Incorporation that modify the rights
of holders of the Company's 6.25% Series A Cumulative Convertible
Preferred Stock.  The amendments:

   (1) cancel the amount of undeclared dividends in respect of the
       Preferred Stock that is accumulated but undeclared on or
       prior to the effectiveness of the Proposed Amendments;

   (2) change the designation of the Preferred Stock from
       "Cumulative" to "Non-Cumulative" and change the rights of
       the holders of the Preferred Stock such that dividends or
       distributions on the Preferred Stock will not accumulate
       unless declared by the board of directors and subsequently
       not paid (and thereby effectively cancel associated rights
       to elect directors in the event of dividend arrearages);

   (3) cancel the restrictions on Emmis' ability to pay dividends
       or make distributions on, or repurchase, its Common Stock
       or other junior stock prior to paying accumulated but
       undeclared dividends or distributions on the Preferred
       Stock;

   (4) change the ability of the holders of the Preferred Stock to
       require Emmis to repurchase all of those holders' Preferred
       Stock upon certain going-private transactions in which an
       affiliate of Mr. Smulyan participates that do not
       constitute a change of control transaction, to cause the
       holders of the Preferred Stock to no longer have such
       ability;

   (5) change the ability of the holders of the Preferred Stock to
       convert all of those Preferred Stock to Class A Common
       Stock upon a change of control at specified conversion
       prices to cause the holders of the Preferred Stock to no
       longer have that ability;

   (6) change the ability of holders of the Preferred Stock to
       vote as a separate class on a plan of merger, share
       exchange, sale of assets or similar transaction to the
       ability to vote with the Common Stock on an as-converted
       basis; and

   (7) change the conversion price adjustment applicable to
       certain merger, reclassification and other transactions to
       provide that the Preferred Stock converts into the right to
       receive property that would have been receivable had such
       Preferred Stock been converted into Class A Common Stock
       immediately prior to that transaction.

The Company's shareholders approved the amendments at the special
held on Sept. 4, 2012.

With the filing of the Amendments, the terms of directors elected
by holders of the Preferred Stock, David Gale and Michelle
Bergman, automatically expired.

A copy of the Amended Bylaws is available for free at:

                        http://is.gd/lVHpVJ

                    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.


ESPERANZA AVIATION: Case Summary & 7 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Esperanza Aviation MSN 23124, LLC.
        4850 Azusa Canyon Road.
        Irwindale, CA 91706

Bankruptcy Case No.: 12-40202

Chapter 11 Petition Date: September 4, 2012

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

Debtor's Counsel: Robert M. Yaspan, Esq.
                  LAW OFFICES OF ROBERT M YASPAN
                  21700 Oxnard St., Ste 1750
                  Woodland Hills, CA 91367
                  Tel: (818) 905-7711
                  Fax: (818) 501-7711
                  E-mail: court@yaspanlaw.com

Scheduled Assets: $978,000

Scheduled Liabilities: $4,952,312

A copy of the Company's list of its seven largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/cacb12-40202.pdf

The petition was signed by Frank Smith, co-manager.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Frank J. Smith                         11-54945   10/28/11


FENTURA FINANCIAL: Three Directors Elected at Annual Meeting
------------------------------------------------------------
Fentura Financial, Inc., held its annual meeting of shareholders
on April 25, 2012.  The shareholders elected Frederick P.
Dillingham, Donald L. Grill and Randy D. Hicks as directors.  The
shareholders also ratified the selection of Rehman Robson, P.C.,
as independent auditors for 2011.

                      About Fentura Financial

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

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

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

The Company's balance sheet at June 30, 2012, showed
$297.87 million in total assets, $283.52 million in total
liabilities and $14.34 million in total stockholders' equity.


FLINTKOTE COMPANY: Has Until Jan. 31 to Propose Chapter 11 Plan
---------------------------------------------------------------
The Hon. Judith K. Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware, in a 23rd order, extended The Flintkote
Company and Flintkote Mines Limited's exclusive periods to file
and solicit acceptances for the proposed plan of reorganization
until Jan. 31, 2013, and March 31, 2013, respectively.

As reported in the Troubled Company Reporter on Aug. 22, 2012, the
Official Committee of Asbestos Personal Injury Claimants supported
the Debtors' extension request.

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

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

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

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

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

                    About The Flintkote Company

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

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


FNB UNITED: David Lavoie to Resign as CRO Effective Dec. 31
-----------------------------------------------------------
FNB United Corp., the holding company for CommunityOne Bank, N.A.,
and Bank of Granite, announced that David C. Lavoie, chief risk
officer for the Company, will retire effective Dec. 31, 2012.  Mr.
Lavoie was part of the management group that led the
recapitalization of the Company that closed on Oct. 21, 2011.

In order to assist in the recapitalization efforts, Mr. Lavoie
joined the Company as Chief Credit Officer on Dec. 22, 2010.
Mr. Lavoie and his associates within the risk team, many of whom
he recruited, successfully reduced the Company's problem assets
prior to the closing of the recapitalization, allowing the
transaction to close.  Since the closing of the recapitalization,
Mr. Lavoie has continued to build a strong risk organization
within the Company.  Over the next few months, the Company will
undertake a search to identify Mr. Lavoie's successor.

                          About FNB United

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

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

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


FOXCO ACQUISITION: S&P Rates Proposed Extended Sr. Credit 'B+'
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned Newport, Ky.-based
media company FoxCo Acquisition Sub LLC's proposed amended-and-
extended senior secured credit facilities its 'B+' issue-level
rating (the same as S&P's 'B+' corporate credit rating on the
company). "We also assigned a recovery rating of '3' to this
proposed debt, indicating our expectation of meaningful (50% to
70%) recovery for lenders in the event of a payment default. Pro
forma for the proposed transaction the company will have an
undrawn $20 million revolving credit facility and a $715 million
term loan B both due in 2017," S&P said.

"All other related ratings on the company, including the 'B+'
corporate credit rating, remain unchanged. We analyze FoxCo
Acquisition LLC and operating subsidiary FoxCo Acquisition Sub LLC
on a consolidated basis. The rating outlook is stable," S&P said.

"We rate FoxCo Acquisition Sub LLC's existing senior secured
credit facilities 'BB' (two notches higher than the corporate
credit rating) with a '1' recovery rating. The '1' recovery rating
reflects our view that lenders would experience very high (90% to
100%) recovery in the event of a payment default. We rate the
company's senior unsecured notes 'B-' (two notches below the
corporate credit rating) with a recovery rating of '6', indicating
the likelihood of negligible (0% to 10%) recovery," S&P said.

The ratings on the existing debt will be withdrawn once the
proposed transaction closes.

"The corporate credit rating reflects our expectation that FoxCo
will maintain debt to average trailing-eight-quarter EBITDA below
6x over the intermediate term," said Standard & Poor's credit
analyst Jeanne Shoesmith. "Standard & Poor's also believes the
company will continue to convert roughly 60% of its EBITDA into
operating cash flow after capital spending. We consider the
company's business risk profile as 'fair' (as per our criteria),
based on its portfolio of TV stations in mostly top-50 markets and
a healthy EBITDA margin, 37% for the 12 months ended June 30,
2012, comparable with its peers'. Pro forma for the debt financed
distribution, FoxCo's lease-adjusted debt to average trailing-
eight-quarter EBITDA remains relatively high, at 5.8x as of
June 30, 2012. We expect this metric to moderate below 5x by the
end of 2013 underpinning our view that the company's financial
risk is 'aggressive,'" S&P said.

"The stable rating outlook reflects our view that FoxCo will
maintain debt to average trailing-eight-quarter EBITDA below 6x
over the intermediate term. We currently regard an upgrade and
downgrade as equally unlikely over the intermediate term. We could
raise the rating if the company maintains an adequate cushion of
compliance with covenants and reduces debt to average trailing-
eight-quarter EBITDA below 5x on a sustained basis while
articulating a commitment to keep leverage at this level. This
scenario would likely involve the company growing core revenue at
a low-single-digit percent rate, coupled with political revenue in
excess of $45 million in 2012 and robust growth in retransmission
revenue," S&P said.

"We could lower the rating if additional debt-financed dividends
or acquisitions cause the company's debt to average trailing-
eight-quarter EBITDA to exceed 6x without the prospect of a near-
term return to less than 6x," S&P said.


FREEDOM ENVIRONMENTAL: Fires CFO After Sending Firm to Bankruptcy
-----------------------------------------------------------------
Michael Ciarlone was terminated for cause related to the
misappropriation of company funds and for placing Freedom
Environmental Services, Inc., in bankruptcy after being dismissed
as an officer and director of the Company, according to a
regulatory filing.

Effective Aug. 10, 2012, Mr. Ciarlone was placed on paid
administrative leave and removed from the Board of Directors by a
majority vote.

Freedom Environmental filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Fla. Case No. 12-10958) on Aug. 13, 2012.  Michael
Ciarlone signed the petition as COO & CFO.  The Debtor estimated
assets and debts of $1 million to $10 million.  The Debtor is
represented by Paul DeCailly, Esq., at DECAILLY LAW GROUP, P.A.

Orlando, Florida-based Freedom Environmental provides wastewater
management and recycling services to its customers through its
different divisions.


FULTON CAPITAL: Fitch Affirms 'BB+' Preferred Stock Rating
----------------------------------------------------------
Fitch Ratings has affirmed the long-term and short-term Issuer
Default Ratings (IDRs) of Fulton Financial Corporation (FULT) at
'A-' and 'F1' respectively.  The Rating Outlook is Stable.

The ratings affirmation reflects earnings performance and asset
quality improvement in line with Fitch's expectations.  Further
improvement is expected in line with peer institutions to maintain
its current rating.  Profitability improved versus 2011 due to
declining provisions for loan losses and increasing non-interest
income.  Fitch expects FULT to face earnings headwinds in the near
term as net interest margin compression from the low interest rate
environment will partially offset reductions in credit costs and
non-interest income gains.

Year to date asset quality measures continue to improve in terms
of both non-performing loans and net charge-offs compared to 2011.
Fitch expects credit improvement in the near term as NPL inflow
continues to decline.  The institution continues to have a
significant concentration in commercial real estate (CRE) at 32%
of total assets.  Fitch believes that negative macroeconomic
trends would have a more muted impact to FULTs loan portfolio
given conservative underwriting and exposure that is contained to
the relatively more stable markets of the Mid-Atlantic.
Residential construction exposure has been reduced considerably
and over 44% of the CRE portfolio is owner occupied.

FULT's capital position is expected to remain at conservative
levels. The institution continues to build capital via its
profitable bank subsidiaries.  As reported in regulatory filings,
double leverage appears high at 121%; Fitch adjusts this for FFC
Management which holds passive investments for the holding
company, which brings double leverage down to 108%.  Holding
company liquidity is sound with good coverage of debt servicing
costs.  FULT has considerable flexibility to service holding
company obligations given that's its primary obligations include
salary expenses which are mostly billed internally to bank
subsidiaries and TRUPS allows interest payment deferral.

Ratings Drivers and Sensitivities

Fitch believes further ratings improvement is unlikely in the
near term given earnings performance relative to peers, the
concentration in commercial real estate, size of the franchise and
the level of problem loans.  Negative ratings pressure could occur
if performance improvement relative to peer institutions lags.  At
present, earnings and asset quality metrics rank near the bottom
quartile of its ratings peer group.  An inability to keep pace
with peer institutions' improving levels of problem loans or a
widening gap in return on average assets relative to peers could
result in negative ratings action.

Fitch affirms the following ratings with a Stable Outlook.

Fulton Financial Corporation

  -- Long-term IDR at 'A-';
  -- Short-term IDR at 'F1';
  -- Viability Rating at 'a-'
  -- Subordinated debt at 'BBB+';
  -- Support at '5';
  -- Support Floor at 'NF'.

Fulton Bank, N.A.

  -- Long-term IDR at 'A-';
  -- Long-term deposits at 'A';
  -- Short-term IDR at 'F1';
  -- Short-term deposits at 'F1';
  -- Viability Rating at 'a-'
  -- Support at '5';
  -- Support Floor at 'NF'.

The Columbia Bank

  -- Long-term IDR at 'A-';
  -- Long-term deposits at 'A';
  -- Short-term IDR at 'F1';
  -- Short-term deposits at 'F1';
  -- Viability Rating at 'a-'
  -- Support at '5';
  -- Support Floor at 'NF'.

Lafayette Ambassador Bank

  -- Long-term IDR at 'A-';
  -- Long-term deposits at 'A';
  -- Short-term IDR at 'F1';
  -- Short-term deposits at 'F1';
  -- Viability Rating at 'a-'
  -- Support at '5';
  -- Support Floor at 'NF'.

Fulton Bank of New Jersey (previously The Bank)

  -- Long-term IDR at 'A-';
  -- Long-term deposits at 'A';
  -- Short-Term IDR at 'F1';
  -- Short-Term deposits at 'F1';
  -- Viability Rating at 'a-'
  -- Support affirmed at '5';
  -- Support Floor at 'NF'.

Fulton Capital Trust I

  -- Preferred stock at 'BB+'.


GAMETECH INT'L: Court Sets Sept. 25 Auction of Assets
-----------------------------------------------------
On Aug. 21, 2012, the U.S. Bankruptcy Court for the District of
Delaware approved the bid procedures relating to the sale of
substantially all of the assets of GameTech International, Inc.,
and its affiliated debtors.

The Court also approved the payment of a breakup fee ($400,000)
and reimbursement (not to exceed $140,000) in accordance with the
terms of the Asset Purchase Agreement between the Debtors and
stalking horse bidder YI GT Acquisition, Inc.  The bid protections
will be payable upon the approval of the Court of the sale of the
assets to another party.

If qualified bids are received by the deadline, an auction will be
held on Sept. 25, 2012, at 10:00 a.m. (Eastern Time), at the
offices of Greenberg Traurig, LLP, in Wilmington, Delaware, or at
any such location as the Debtors may designate.

The hearing to consider the acceptance of the successful bids and
backup bids will be held on Sept. 27, 2012, at 2:00 p.m. (Eastern
Time).  Objections to the sale are due Sept. 17.

The Official Committee of Unsecured Creditors objected to the
expedited bidding process proposed by the Debtors.

                   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.


GLOBAL GREEN: Had C4381,317 Net Loss in Second Quarter
------------------------------------------------------
Global Green Matrix Corporation reported a net loss of C$381,317
on C$24,718 of revenues for the three months ended June 30, 2012,
compared with a net loss of C$82,994 on no revenue for the
same period a year ago.

For the six months ended June 30, 2012, the Company had a net loss
of C$605,924 on C$143,288 of revenues, compared with a net loss of
C$150,629 on no revenue for the same period of 2011.

The Company's balance sheet at June 30, 2012, showed
C$3.9 million in total assets, C$1.4 million in total current
liabilities, and total equity of C$2.5 million.

"The Company incurred a net loss for the six months ended June 30,
2012 of C$605,924 with a total accumulated deficit of
C$11,890,621.  There is doubt about the Company's ability to
continue as a going concern."

As of June 30, 2012, the working capital deficiency was C$472,742
as compared to working capital of C$625,979 as at Dec. 31, 2011.

A copy of the Company's Condensed Interim Consolidated Financial
Statements for the six months ended June 30, 2012, is available
for free at http://is.gd/yEWyI1

                         About Global Green

Headquartered in Gabriola, British Columbia, Canada, Global Green
Matrix Corp., formerly Poly-Pacific International Inc., was
incorporated under the Alberta Business Corporations Act on
Oct. 25, 1995.  The Company is focused on exploring and pursuing
new environmentally sound methods and technologies in recycling,
and in particular, the reclamation sector.

                           *     *     *

As reported in the TCR on July 5, 2012, K.R. Margetson Ltd., in
Vancouver, Canada, expressed substantial doubt about Global
Green's ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 31, 2011.  The
independent auditors noted that the Company has suffered recurring
losses from operations and has a net working capital deficiency.


GOLDEN TEMPLE: Myers Asks to be Appointed as Receiver
-----------------------------------------------------
Myers & Co. Consultants LLC asks the Bankruptcy Court to appoint
it as Receiver/Custodian in the Chapter 11 case of EWTC Management
LLC, fka Golden Temple Management LLC.

Myers & Co. is the putative Special Fiduciary in the Multnomah
County Circuit Court, case captioned Khalsa, et al. v. Khalsa,
Case No. 0909-13281, and the putative "Receiver/Custodian" in the
case.

Conrad Myers, and his company, Myers and Co., specialize in
interim and crisis management, financial consulting, and fiduciary
services to businesses and their stakeholders.

Conrad Myers, the principal of Myers & Co. is an experienced
corporate executive with international business experience and is
credentialed as a Certified Turnaround Professional (CTP).  Two
members of Myers & Co. hold fraud examiner certifications (William
L. Rich is a Certified Financial Forensic Analyst and Kenneth E.
Davis is a Certified Fraud Examiner).

Conrad Myers' financial training includes qualifications and
practice experience as both a UK Chartered Accountant and as a
Certified Public Accountant.  Although Mr. Myers does not practice
as an accountant, his international accounting experience has been
invaluable background.

Conrad Myers and Myers & Co. specialize in services to troubled
businesses and businesses in transition.  They often are called to
lead in environments where there is a management/leadership void,
where management has been removed or left the scene, and/or where
leadership has lost credibility with parties-in-interest.  They
are also retained to investigate and report on allegations of
fraud, embezzlement, defalcation, mismanagement, and other
instances of misconduct by management or employees.

Myers & Co. served as an equity receiver or a special receiver in
cases in state and federal court.  Myers & Co. have also served in
numerous Bankruptcy Court cases as a Chapter 11 trustee, an
examiner, a plan agent, a chief restructuring officer, a post
confirmation trustee, a financial consultant to debtors, and a
financial advisor to creditors' committees.

Conrad Myers have had considerable experience in a variety of
assignments, managing all types of businesses including, but not
limited to, food products, branded goods, and international
businesses.

Fees for the professional services provided by Myers & Co. will be
billed at its normal and usual billing rates.  The hourly rates
range from $200 to $385.  The rates for some of the professionals
expected to be primarily involved in this case are as follows:

     Professional                                  Hourly Rate
     Conrad Myers         Principal                $385 per hour
     William Rich         Sr. Consultant           $290 per hour
     Timothy Donovan      Sr. Consultant           $290 per hour
     Matthew McKinlay     Consultant/Analyst       $220 per hour
     Kenneth Davis        Consultant/Accountant    $200 per hour

                  About Golden Temple Management

EWTC Management LLC, fka Golden Temple Management LLC, the
management company of Golden Temple of Oregon LLC, maker of Yogi
Tea, filed for Chapter 11 protection (Bankr. D. Ore. Case No.
12-60536) on Feb. 18, 2012.  Winston & Cashatt, Lawyers, P.S.,
serves as its lead Chapter 11 counsel.  Albert & Tweet, LLP,
serves as its local counsel.

The Debtor's primary asset is its 90% ownership of Golden Temple
of Oregon LLC, which has its principal assets in Springfield,
Oregon.  The Debtor and GTO are parties to a number of suits
involving monetary and equitable relief sought against them as
well as litigation related to the intellectual property of the
companies, notably the Golden Temple and Yogi Tea brands.

The Register-Guard reports that Golden Temple CEO Kartar Singh
Khalsa and the company's management group filed for Chapter 11 in
anticipation of large claims being filed against them after they
lost a lawsuit in December 2011.  Multnomah County Circuit Judge
Leslie Roberts ruled that Mr. Khalsa breached his fiduciary duties
to the Sikh religious community founded by the late Yogi Bhajan
and that he and other Golden Temple Management members were
unjustly enriched, when they gained ownership of 90% of the
company in 2007.

GTO itself is not a party to the bankruptcy.


GOLDEN TEMPLE: Proposed Receiver Hires Sussman Shank as Counsel
---------------------------------------------------------------
Myers & Company Consultants LLC, as the Special Fiduciary in the
Multnomah County Circuit Court, case captioned Khalsa, et al. v.
Khalsa, Case No. 0909-13281 and the putative "Receiver/Custodian"
in the bankruptcy case of EWTC Management LLC, asks the Bankruptcy
Court for authority to retain Sussman Shank LLP as counsel.

Myers believes that Sussman Shank LLP is well qualified to perform
as counsel in this case and to provide these services:

    A. Provide legal advice to Myers with respect to a
       determination of its power, duties, and obligations as
       custodian/receiver;

    B. Assist Myers in the performance of its duties as those
       duties may be ordered by the Court;

    C. Prepare necessary applications, answers, orders, reports,
       motions, and other legal pleadings and documents; and

    D. Address and appear in court proceedings before this Court
       and others.

Fees for the professional services provided by Sussman Shank LLP
will be billed at its normal and usual billing rates.  The hourly
rates range from $100 for certain 10 paralegals up to $475 for
certain attorneys.  The rates for some of the professionals
expected to be primarily involved in the case are:

     Lawyer                               Hourly Rate
     ------                               -----------
     Howard M. Levine       (attorney)       $475
     Thomas W. Stilley      (attorney)       $430
     Timothy A. Solomon     (attorney)       $295
     Kathy A. Moody         (paralegal)      $185

The Receiver assured the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                  About Golden Temple Management

EWTC Management LLC, fka Golden Temple Management LLC, the
management company of Golden Temple of Oregon LLC, maker of Yogi
Tea, filed for Chapter 11 protection (Bankr. D. Ore. Case No.
12-60536) on Feb. 18, 2012.  Winston & Cashatt, Lawyers, P.S.,
serves as its lead Chapter 11 counsel.  Albert & Tweet, LLP,
serves as its local counsel.

The Debtor's primary asset is its 90% ownership of Golden Temple
of Oregon LLC, which has its principal assets in Springfield,
Oregon.  The Debtor and GTO are parties to a number of suits
involving monetary and equitable relief sought against them as
well as litigation related to the intellectual property of the
companies, notably the Golden Temple and Yogi Tea brands.

The Register-Guard reports that Golden Temple CEO Kartar Singh
Khalsa and the company's management group filed for Chapter 11 in
anticipation of large claims being filed against them after they
lost a lawsuit in December 2011.  Multnomah County Circuit Judge
Leslie Roberts ruled that Mr. Khalsa breached his fiduciary duties
to the Sikh religious community founded by the late Yogi Bhajan
and that he and other Golden Temple Management members were
unjustly enriched, when they gained ownership of 90% of the
company in 2007.

GTO itself is not a party to the bankruptcy.


GULF COLORADO: Can Employ Frances Smith as Counsel
--------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas has
granted Gulf, Colorado & San Saba Railway Corporation permission
to employ Frances Smith, Esq., at Shackelford, Melton & McKinley,
LLP, as attorney for the Debtor, effective as of April 25, 2012.

As reported in the TCR on Aug. 24, 2012, Shackelford Melton will,
among other things, advise the Debtor of its rights, powers, and
duties as debtor-in-possession under the Bankruptcy Code and
perform all legal services for and on behalf of the Debtor that
may be necessary or appropriate in the administration of this
bankruptcy case and the Debtor's businesses at these hourly rates:

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

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

                            About GCSR

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

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


GULF COLORADO: Can Employ Jeremy Fortin as Financial Advisor
------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas has
granted Gulf, Colorado & San Saba Railway Corporation permission
to employ Jeremy Fortin as Financial Advisor to the Debtor,
effective as of July 3, 2012.

Mr. Fortin will, among other things:

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

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

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

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

                            About GCSR

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

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


GULF COLORADO: Hornberger Taps JR Bentley as Railroad Consultant
----------------------------------------------------------------
Ronald Hornberger, Chapter 11 trustee for Gulf, Colorado &
San Saba Railway Corporation, asks the U.S. Bankruptcy Court for
the Western District of Texas for authorization to employ The JR
Bentley Company as railroad consultant.

Robert J. Brocker, managing director of JR Bentley, will perform
most, if not all of the consulting services provided by
Consultant.

The Consultant will:

  a. Identify areas where expertise needs to be employed to make
     assessments of the assets and help enlist credible people to
     do those assessments, to help establish the underlying value.
     Areas could include establishing base line costs and plans:

     a) to ensure the safety of the bridges, costs to upgrade them
        to handle higher capacity loads.

     b) track conditions and costs to restore the railroad to
        10MPH operating speed.

     c) costs to repair the highway grade crossing signals, in
        particular the one concerning which the FRA has cited
        Debtor previous to Trustee's involvement in the Case.

     d) Determine whether there are out of service tracks and if
        they are needed, the cost to restore to service.

     e) locomotive equipment assessment.

  b. Meet the employees and assess their competence and interest
     in continuing to work for Debtor or a successor.

  c. Review Debtor's books and analyze the existing agreements
     BNSF and others.

  d. Confer with shippers and assess short-term and long-term
     business forecasts and needs.

  e. Determine the work process changes needed to satisfy the FRA
     requirements and speak with the FRA about developing a plan
     to meet them.

  f. Counsel with the Trustee concerning, and if necessary, find a
     temporary replacement for Mr. Richard McClure, current
     operator and manager, to manage the operation of the railroad
     and line until it is sold.

  g. Help identify potential purchasers for Debtor's assets and
     sort through and evaluate potential offers for purchase of
     the Debtor's assets and assist the Trustee in the process.

  h. Assist in educating Trustee on the railroad business,
     regulations and operations.

  I. Any other railroad consulting services of which the Debtor
     may determine he has a need in the Case.

The Trustee tells the Court that he has chosen Consultant to be
the Railroad Consultant because it is disinterested and, in his
judgment, is experienced in matters of this nature.

The remuneration of Consultant has been agreed upon to be paid at
and from the proceeds of the closing of a sale of Debtor's assets
on the following scale: a fee representing 3% of the first
$6,000,000 of proceeds of a sale of the Debtor's assets, or up to
a total of $180,000; a fee of 2% on all proceeds over and above
proceeds of $6,000,000.

                            About GCSR

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

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


HALIFAX GROUP: Converted to Chapter 7 in Less Than One Month
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Halifax Group LLC didn't last long in Chapter 11.

According to the report, the company's reorganization filing on
Aug. 6 was converted to liquidation in Chapter 7 by the end of the
month.  The case began in an atypical fashion, with the petition
signed by a company executive from his federal prison cell,
according to papers filed by secured creditor DLJ Mortgage Capital
Inc. requesting conversion to Chapter 7 or permission to
foreclose.  DLJ contended that the bankruptcies were begun to
forestall foreclosures that were to occur within days.

The report relates that the bankruptcy judge in Brooklyn, New
York, decided that appointing a Chapter 7 trustee was in the best
interest of creditors at this time.  She will hold another hearing
on Oct. 10 to decide whether DLJ and other lenders should be
permitted to foreclose.

                        About Halifax Group

Long Island real estate developer Thomas Kontogiannis have sent
five entities to Chapter 11.  Halifax Group LLC filed a Chapter 11
petition (Bankr. E.D.N.Y. Case No. 12-45736) on Aug. 6, 2012.
Mr. Kontogiannis on Aug. 7 filed in bankruptcy court in Brooklyn
(Bankr. E.D.N.Y.) Chapter 11 petitions for four entities:

    Debtor                          Case No.
    ------                          --------
    Loring Estates LLC              12-45757
    Edgewater Development, Inc.     12-45759
    Group Kappa Corp.               12-45761
    Plaza Real Estate Holding Inc   12-45764

Each of the Debtors disclosed debt of $48.27 million to DLJ
Mortgage Capital, Inc., on a bank loan.

In October 2011, the U.S. District Court in Brooklyn sentenced Mr.
Kontogiannis to 9 years imprisonment for leading a mortgage fraud
conspiracy resulting in more than $98 million in losses.


HARMAN INT'L: S&P Raises Corporate Credit Rating From 'BB+'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Harman International Industries Inc. to 'BBB-' from
'BB+'. The outlook is stable. "At the same time, we also raised
our rating on the senior unsecured debt to 'BB+' from 'BB'," S&P
said.

"The upgrade reflects our revision of Harman's business risk
profile to 'satisfactory' from 'fair,' based on our assumption
that the company will be able to sustain profitability at or above
double-digit EBITDA margins, expand its global manufacturing
presence along with the automakers it supplies, and continue to
successfully innovate its software- and hardware-based product
lines," said Standard & Poor's credit analyst Nancy Messer. "We
believe this is feasible, given the track record of recent years
and our expectation of mixed but overall slow recovery in auto
sales and vehicle production globally. We assume growth in the
emerging markets will exceed that for most mature markets in the
year ahead. We expect new-vehicle demand to improve in North
America at about 11% year over year in 2012, but sales will likely
fall in Europe for the fifth year in a row in 2012."

"We believe Harman's products, which are largely software based,
can withstand the risk of commoditization, as well as potential
inroads from other competitors that may have greater financial
resources. In our opinion, the company has the technological
capabilities to continue a leadership position in innovating
product for the connectivity-infotainment segment of the auto
industry, where vehicle performance safety and satisfaction of
consumer's desire for information intersect. Harman's recently
developed scalable infotainment products have the potential to
expand its vehicle exposure beyond premium brands to more price
sensitive volume brands," S&P said.

"The ratings also reflect Harman's 'intermediate' financial
profile, including our expectation that the company can generate
positive free cash flow after capital spending of at least $150
million per year in the next two years, lease-adjusted leverage
will remain below 2.5x (it was 1.4x for fiscal year end June 30,
2012), and funds from operations (FFO) to total debt will remain
above 30% (it was 65.4% as of June 30). We believe that, given the
company's sizable backlog of new automotive business to be
launched in the next several years, the company will be able to
generate double-digit margins and free cash flow next year despite
significant economic uncertainty. Less profitable auto business
has been running off and should be minimal by 2016 at worst," S&P
said.

"Through its multiyear restructuring program and relocation to
low-cost countries, Harman, in our opinion, has achieved an
operational break-even point that better fits expected
intermediate-term global auto production levels. Also, the company
continues to win new business awards from major global automakers
that should boost revenues beginning in 2013, when this new
business is scheduled to launch. The automotive order backlog
totaled $16.1 billion at fiscal year-end June 30, 2012. New auto
order in fiscal 2012 totaled $4 billion for infotainment and $1.2
billion for branded car audio. We believe the company's profit
potential and competitive standing in its markets depend on
operational efficiencies and ongoing technological innovation,
which is why the company targets research and development (R&D)
spending at 8% of sales," S&P said.

"We believe that management's financial policies will remain
conservative. Still, we expect the company will pursue periodic
acquisitions of technology, although most should not lead to
higher leverage, depending on the size of the investment. Also,
the board has recently authorized a $200 million share repurchase
authorization and initiated dividend payments to shareholders. We
believe the company's free cash flow will support these
shareholder friendly actions rather than debt," S&P said.

"The upgrade incorporates the assumption that the company will be
able to comfortably manage its $400 million October 2012 debt
maturity with cash on hand or alternative borrowing. Kohlberg
Kravis Roberts & Co. L.P. (KKR; not rated), holds Harman's $400
million 1.25% convertible notes and controls one seat on Harman's
board of directors. We do not expect KKR to make a renewed
leveraged buyout attempt, given a standstill agreement, and we
have no reason to believe KKR's presence in the corporate capital
and governance structures has hurt Harman's financial and business
strategies. In addition to KKR, an activist shareholder--
Relational Investors LLC (not rated; Ralph Whitworth and David
Batchelder) -- has held shares in Harman since 2009. We
acknowledge the potential for more aggressive shareholder friendly
actions typically associated with such investors. But our rating
on Harman incorporates the assumption that it will remain an
independent, publicly traded company with a conservative financial
policy based upon the track record developed under current
management and while Relational has been a shareholder," S&P said.

The company reports three business segments:

* Infotainment, which provides 56% of sales and EBITDA margin of
   10.2% in fiscal 2012;

* Lifestyle (auto and consumer audio products), with 30% of
   revenues and 13.1% EBITDA margin; and

* Professional audio, with 14% of revenues and 16.7% EBITDA
   margin.

"Harman's satisfactory automotive business position benefits from
its expertise in audio technology, which is evident from its
strong position in the professional audio market, and from brand
awareness garnered in the consumer audio market. The company has
well-recognized brand names in audio products, such as
Harman/Kardon, JBL, and Infinity, and a leading market position in
branded automotive audio products, as well as in general audio
equipment for professional use," S&P said.

"Harman's business risk profile reflects its material exposure to
the highly competitive global auto market -- which accounts for
about 70% of the company's revenues -- and concentration of sales
with certain automakers. Harman holds a significant position (a
reported 22% market share) in infotainment technology for the auto
market. Harman has fair geographic diversity with its $4.4 billion
of fiscal 2012 revenues derived 30% in Europe (74% from Germany,
and the remainder from U.K., France, Italy, and Spain), 40% in
North America, 12% in the BRIC countries (Brazil, Russia, India,
and China), and 18% in the rest of the world. Harman's auto
products are concentrated among premium branded vehicles--BMW AG
constituted 19% of automotive sales in fiscal 2012,
Audi/Volkswagen AG 14%, followed by Toyota, Fiat Chrysler, and
Daimler AG," S&P said.

"Our stable rating outlook on Harman reflects our view that its
improved operating performance, resulting from attention to cost,
efficiency, and engineering initiatives, and currently strong
financial metrics will enable it to remain profitable and cash
flow positive despite weak demand in Europe in the year ahead. The
company occupies a growth segment within the auto market - driver-
oriented electronic information devices that are safely
interconnected with vehicle operations. Our base case assumes that
the company will remain committed to balancing investments,
dividends, and acquisitions in line with an investment-grade
financial profile. At the current rating, we believe the company
has sufficient free cash flow to accommodate some acquisitions and
modest share buybacks," S&P said.

"We could raise the rating in the next two years if Harman
continues to win business with good margins, demonstrates its
ability to innovate to maintain its leadership position in Western
markets for auto audio and infotainment, further diversifies its
customer base, and generates EBITDA margins that remain in the top
quartile of the auto supplier sector. For an upgrade, we would
also expect the company's credit metrics and cash flow after
capital spending to remain somewhat improved from those reported
as of June 30, 2012. This will be challenging because of the
company's exposure to cyclical and highly competitive end-markets
with potential swings in profitability and our view that there
will be some expansion through acquisitions that may add some debt
from time to time. Over the longer term, it is less likely that
the business profile could improve, given our view that the auto
industry is evolving into a global marketplace and, as a result,
competition and cyclicality will continue to be a major
consideration in the years ahead," S&P said.

"We could lower our ratings if we see an increased likelihood of a
combination of adverse market conditions, large acquisitions, or
share buybacks that would weaken the company's credit measures to
below what we see as commensurate for the 'BBB-' rating. We could
lower the ratings if free operating cash flow turns negative for
multiple quarters, or if FFO to total debt were to decline below
30%. We believe this would not occur unless another very
substantial downturn in auto production caused Harman's revenues
to decline 25% or more," S&P said.


HARPER BRUSH: Court OKs Michael Pellegrino as IP Expert
-------------------------------------------------------
Harper Brush Works, Inc., obtained permission from the U.S.
Bankruptcy Court to employ Michael J. Pellegrino and Pellegrino &
Associates LLC as its patent and trademark valuation expert in the
bankruptcy case.

An objection to the application was withdrawn.

Michael Pellegrino will be the primary contact with the Debtor and
will render services to the Debtor.  The Debtor proposes to engage
Pellegrino to prepare a written report on the value of both the
Debtor's patent asset portfolio and its trademark asset portfolio
on a flat fee basis of $37,425.  To the extent Mr. Pellegrino is
called as a witness to testify, the Debtor proposes to pay his
regular hourly testimony rate of $525 per hour, plus his actual,
reasonable, and necessary expenses.

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

The Debtor proposed that upon approval of the employment
application and completion of the written report, Pellegrino will
be entitled to payment of the $37,425 flat fee, and at the
conclusion of the hourly portion of the engagement, for testimony,
Pellegrino will file an appropriate final application seeking
allowance of all hourly fees and costs.  Upon allowance of the
hourly fees and costs, the Debtor will pay Pellegrino the allowed
compensation.

                     About Harper Brush Works

Fairfield, Iowa-based Harper Brush Works, Inc., filed a Chapter 11
petition (Bankr. S.D. Iowa) in Des Moines on May 29, 2012.
Family-owned Harper Brush -- http://www.harperbrush.com/--
provides more than 1,000 products, including pushbrooms, mops,
floor squeegees, automotive brushes, dust pans, and buckets.  The
Company disclosed assets of $10.4 million against debt totaling
$10 million, including $6 million owing to secured creditors.

Judge Anita L. Shodeen presides over the case.  Donald F. Neiman,
Esq., and Jeffrey D. Goetz, Esq., at Bradshaw, Fowler, Proctor &
Fairgrave, P.C., serve as bankruptcy counsel to the Debtor.  Marc
B. Ross serves as the Debtor's Chief Restructuring Officer.

An official committee of unsecured creditors has been appointed in
the case.  The panel is represented by Freeborn & Peters LLP as
general bankruptcy counsel.  The Committee tapped Day Rettig
Peiffer, P.C., as its local counsel, and MorrisAnderson as its
financial advisor.


HARPER BRUSH: Court OKs MorrisAnderson as Financial Advisor
-----------------------------------------------------------
The Unsecured Creditors' Committee of Harper Brush Works, Inc.,
obtained permission from the U.S. Bankruptcy Court to retain
MorrisAnderson as financial advisor to, among other things, assist
the Committee:

   (a) in the review of financial related disclosures required by
       the Court, including the Debtor's Schedules of Assets and
       Liabilities, the Statement of Financial Affairs and Monthly
       Operating Reports;

   (b) with information and analyses required pursuant to a
       possible Debtor-In-Possession financing, including, but not
       limited to, preparation for hearings regarding the use of
       cash collateral and DIP financing; and

   (c) with a review of any of the Debtor's proposed key
       employee retention and other critical employee benefit
       programs.

MorrisAnderson will charge for its services on an hourly basis, in
accordance with its hourly rates.  The firm's billing rates for
professionals for the 2012 calendar year range from $75 per hour
for administrative support to $525 per hour for work performed by
principals.

MorrisAnderson personnel expected to provide work for the
Committee and their hourly rates are:

   Professional                      Rates
   ------------                      -----
   Daniel F. Dooley (Principal)    $525/hour
   Mark T. Iammartino (Director)   $325/hour
   Aaron G. Gillum (Director)      $325/hour
   Other professionals as needed   $250-$350 per hour
   Administrative Assistance        $75/hour

MorrisAnderson director Mark T. Iammartino attests that the firm
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

                     About Harper Brush Works

Fairfield, Iowa-based Harper Brush Works, Inc., filed a Chapter 11
petition (Bankr. S.D. Iowa) in Des Moines on May 29, 2012.
Family-owned Harper Brush -- http://www.harperbrush.com/--
provides more than 1,000 products, including pushbrooms, mops,
floor squeegees, automotive brushes, dust pans, and buckets.  The
Company disclosed assets of $10.4 million against debt totaling
$10 million, including $6 million owing to secured creditors.

Judge Anita L. Shodeen presides over the case.  Donald F. Neiman,
Esq., and Jeffrey D. Goetz, Esq., at Bradshaw, Fowler, Proctor &
Fairgrave, P.C., serve as bankruptcy counsel to the Debtor.  Marc
B. Ross serves as the Debtor's Chief Restructuring Officer.

An official committee of unsecured creditors has been appointed in
the case.  The panel is represented by Freeborn & Peters LLP as
general bankruptcy counsel.  The Committee tapped Day Rettig
Peiffer, P.C., as its local counsel, and MorrisAnderson as its
financial advisor.


HAWKER BEECHCRAFT: IAM Opposes Key Employee Incentive Plan
----------------------------------------------------------
International Association of Machinists and Aerospace Workers,
AFL-CIO, asks the U.S. Bankruptcy Court for the Southern District
of New York to deny Hawker Beechcraft, Inc., et al.'s key employee
incentive plan.

As reported in the Troubled Company Reporter on Aug. 1, 2012, Lisa
Uhlman at Bankruptcy Law360 reported that U.S. Bankruptcy Judge
Stuart M. Bernstein allowed the Debtor to institute a $1.9 million
retention plan for 31 management employees, while asking for more
information on a $5.3 million incentive plan for eight insiders
before he decides that matter.

According to IAM, the KEIP is not an incentive program designed to
reward the Debtors' senior executives for achieving material,
value-enhancing targets and challenging targets either during or
after the chapter 11 cases.  Rather, through the KEIP the Debtors
propose to make lump sum awards totaling up to approximately
$5.3 million (or up to 200% of the base salary) to eight insiders
to remain with the Debtors while they complete the restructuring
process that is already in place and close to consummation.  The
motion, IAM notes that, in substance, seeks to approve a
postpetition retention program whose primary purpose is to
encourage the SLT ((the KEIP Executives) insiders to remain with
the Debtors for a short period of time and to pay them millions of
dollars for doing so.

IAM relates that the SLT consists of the chairman, the executive
vice president of operations, the vice president of human
resources, the vice president of engineering, the executive vice
president and general counsel, the senior vice president and
global customer support, the chief financial officer, and the
executive vice president of customers.  The total annual base
salaries of the KEIP executives is $2,664,000.

Under the KEIP, the Debtors are proposing two potential (but
exclusive) methods for providing bonuses to the KEIP executives:
either (i) consummation of the standalone transaction, which is
the consensual restructuring plan that was agreed to by a majority
of the prepetition lenders and bondholders prior to the Petition
Date; or (ii) approval and consummation of a Third-Party
Transaction.

                      About Hawker Beechcraft

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

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

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

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

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

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

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

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


HEALTHSOUTH CORP: S&P Rates New $250MM Sr. Unsecured Notes 'BB-'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned ratings to the
proposed $250 million senior unsecured notes due 2024 to be
borrowed by Birmingham, Ala.-based HealthSouth Corp. "We rated the
notes 'BB-' (the same as the 'BB-' corporate credit rating on the
company) with a recovery rating of '3', indicating our expectation
of meaningful (50% to 70%) recovery for lenders in the event of a
payment default. The company will use the proceeds of this new
issue to repay existing debt," S&P said.

"Our 'BB-' corporate credit rating and stable outlook on
HealthSouth is unchanged. The rating reflects our assessment of
the company's business risk profile as 'weak' (according to our
criteria), because of sensitivity to significant reimbursement
risk, particularly from the government as Medicare generates over
70% of total revenues. The rating is also based on our view of
the company's financial risk profile as 'significant,' reflected
in our expectation that the leverage will remain near the current
debt to EBITDA level of about 3.3x," S&P said.

RATINGS LIST
HealthSouth Corp.

Corporate credit rating            BB-/Stable/--

Rating Assigned
$250 mil sr unsec notes due 2024   BB-
Recovery rating                   3


HEALTHWAREHOUSE.COM INC: Had $1.6-Mil. Net Loss in First Quarter
----------------------------------------------------------------
HealthWarehouse.com, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $1.6 million on $3.2 million of
sales for the three months ended March 31, 2012, compared with a
net loss of $1.1 million on $2.3 million of sales for the
corresponding period of the prior year.

The Company's balance sheet at March 31, 2012, showed
$2.5 million in total assets, $5.7 million in total liabilities,
redeemable preferred stock of $659,310, and a stockholders'
deficit of $3.9 million.

"As of March 31, 2012, and Dec. 31, 2011, the Company had
negligible cash and a working capital deficiency of $4,479,571 and
$2,404,464, respectively.  For the three months ended March 31,
2012, cash flows included net cash used in operating activities of
$177,395, net cash used in investing activities of $81,043 and net
cash provided by financing activities of $258,401.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern."

A copy of the Form 10-Q is available at http://is.gd/uKGeVQ

                     About HealthWarehouse.com

HealthWarehouse.com, Inc., headquartered in Florence, Kentucky, is
a U.S. licensed virtual retail pharmacy ("VRP") and healthcare e-
commerce company that sells brand name and generic prescription
drugs as well as over-the-counter ("OTC") medical products.

*     *     *

As reported in the TCR on July 5, 2012, Marcum LLP, in New York,
N.Y., expressed substantial doubt about HealthWarehouse.com's
ability to continue as a going concern, following the Company's
results for the year ended Dec. 31, 2011.  The independent
auditors noted that the Company has incurred significant losses
and needs to raise additional funds to meet its obligations and
sustain its operations.




HEALTHWAREHOUSE.COM INC: Incurs $1.5 Million Net Loss in Q1
-----------------------------------------------------------
HealthWarehouse.com, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $1.55 million on $3.15 million of net sales for the
three months ended March 31, 2012, compared with a net loss of
$1.07 million on $2.28 million of net sales for the same period a
year ago.

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

The Company's balance sheet at March 31, 2012, showed
$2.45 million in total assets, $5.73 million in total liabilities,
$659,310 in redeemable preferred stock, and a $3.93 million total
stockholders' deficiency.

"Since inception, the Company has financed its operations
primarily through product sales to customers, debt and equity
financing agreements, and advances from stockholders.  As of
March 31, 2012 and December 31, 2011, the Company had negligible
cash and a working capital deficiency of $4,479,571 and
$2,404,464, respectively.  For the three months ended March 31,
2012, cash flows included net cash used in operating activities of
$177,395, net cash used in investing activities of $81,043 and net
cash provided by financing activities of $258,401.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern," the Company said in its quarterly
report for the period ended March 31, 2012.

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

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

                        http://is.gd/uKGeVQ

                     About HealthWarehouse.com

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


HOVNANIAN ENTERPRISES: Reports $34.7 Million Net Income in Q3
-------------------------------------------------------------
Hovnanian Enterprises, Inc., reported net income of $34.67 million
on $387.01 million of total revenues for the three months ended
July 31, 2012, compared with a net loss of $50.93 million on
$285.61 million of total revenues for the same period during the
prior year.

The Company reported net income of $18.21 million on
$998.31 million of total revenues for the nine months ended
July 31, 2012, compared with a net loss of $187.73 million on
$793.28 million of total revenues for the same period a year ago.

The Company's balance sheet at July 31, 2012, showed $1.62 billion
in total assets, $2.02 billion in total liabilities, and a
$404.20 million total deficit.

"Despite a continuing weak United States economy, the dollar
amount of our net contracts reflected strong year-over-year
increases of 43% and 32% for our first nine months and the third
quarter of fiscal 2012, respectively, as compared to the same
periods in fiscal 2011.  Unlike the past few years, the market for
new homes has been resilient through both the spring selling
season and throughout the summer months this year.  We believe the
housing market's recent overall strength and our significantly
improved sales pace this year indicates that the market for new
homes has bounced off the bottom and is already in a period of
gradual recovery.  Additionally, we are encouraged with the
progress we made in our operating metrics, particularly with the
290 basis point year-over-year improvement in our gross margin and
the 390 basis point reduction in total SG&A as a percentage of
total revenues during the third quarter," commented Ara K.
Hovnanian, Chairman of the Board, President and Chief Executive
Officer.

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

                        http://is.gd/haFF4d

                    About Hovnanian Enterprises

Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV)
-- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian,
is one of the nation's largest homebuilders with operations in
Arizona, California, Delaware, Florida, Georgia, Illinois,
Kentucky, Maryland, Minnesota, New Jersey, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and
West Virginia.  The Company's homes are marketed and sold under
the trade names K. Hovnanian Homes, Matzel & Mumford, Brighton
Homes, Parkwood Builders, Town & Country Homes, Oster Homes and
CraftBuilt Homes.  As the developer of K. Hovnanian's Four Seasons
communities, the Company is also one of the nation's largest
builders of active adult homes.

The Company reported a net loss of $286.08 million for the fiscal
year ended Oct. 31, 2011, compared with net income of $2.58
million during the prior fiscal year.

                           *     *     *

Hovnanian carries 'Caa2' corporate family and probability of
default ratings from Moody's.

Moody's said in April 2012 that the Caa2 corporate family rating
reflects Hovnanian's elevated debt leverage weak gross margins,
continued operating losses, negative cash flow generation, and
Moody's expectation that the conditions in the homebuilding
industry over the next one to two yeas will provide limited
opportunities for improvement in the company's operating and
financial metrics.  In addition, the ratings consider Hovnanian's
negative net worth position, which Moody's anticipates will be
further weakened by continuing operating losses and impairment
charges.  As a result, adjusted debt leverage, currently standing
at 149%, is likely to increase further.

Hovnanian carries a 'CCC-' credit rating from Standard & Poor's
and a 'CCC' issuer default rating from Fitch.


HMC/CAH CONSOLIDATED: CAH 2 Taps Olsen as Special Legal Counsel
---------------------------------------------------------------
CAH Acquisition Company #2, LLC, asks the U.S. Bankruptcy Court
for the Western District of Missouri for authorization to employ
The Olsen Law Firm, LLC, for the special purpose of providing
legal services to CAH 2, in connection with Claim No. 20 filed in
Case No. 11-44740-11 by Diamond Healthcare West, Inc., upon the
terms and conditions contained in the Engagement Letter, dated as
of Aug. 22, 2012.

CAH 2 tells the Court that its lead bankruptcy counsel, Husch
Blackwell LLP, has a potential conflict of interest with respect
to Diamond Healthcare West, Inc., and, as such, CAH 2 has
determined it is necessary to employ special legal counsel to
analyze the Claim and prosecute any objection to the Claim.

To the best of CAH 2's knowledge, Olsen does not hold or represent
an interest adverse to its estate and that Olsen is disinterested,
as that term is defined in Section 101(14) of the Bankruptcy Code.

Jill D. Olsen, Esq., the professional who will be working for
CAH 2, charges $275 per hour.

                    About HMC/CAH Consolidated

Kansas City, Missouri-based HMC/CAH Consolidated, Inc., is in the
business of acquiring and operating a system of acute care
hospitals located in rural communities that are certified by The
Centers for Medicare and Medicaid Services as Critical Access
Hospitals or CAHs.  The core focus of HMC/CAH's business plan is
to replace the technologically out of date and operationally
inefficient medical facilities of its CAHs with newly constructed
state-of-the art facilities.  Since its incorporation, HMC/CAH has
purchased 12 rural hospitals certified as Critical Access
Hospitals.  These CAH Hospitals are located in Kansas (3),
Oklahoma (5), Missouri (1), Tennessee (1) and North Carolina (2).
The CAH Hospitals are the lifeline of the communities that they
serve.  The CAH Hospitals provide critical health services to
rural residents, including emergency medical services.

HMC/CAH and 12 affiliates filed for Chapter 11 bankruptcy (Bankr.
W.D. Mo. Case Nos. 11-44738 to 11-44750) on Oct. 10, 2011.  Judge
Dennis R. Dow presides over the case.  Mark T. Benedict, Esq.,
Marshall C. Turner, Esq., and Matthew Gartner, Esq., at Husch
Blackwell LLP, in Kansas City, Mo., represent the Debtors as
counsel.  In its petition, the Debtors estimated $10 million to
$50 million in assets and debts.  The petition was signed by
Dennis Davis, chief legal officer.

Nancy J. Gargula, U.S. Trustee for Region 13, appointed five
members to serve on the Official Committee of Unsecured Creditors
of HMC/CAH Consolidated, Inc.  Kilpatrick Townsend & Stockton LLP
serves as the committee's counsel.


HUDBAY MINERALS: S&P Rates New $400MM Senior Unsecured Notes 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
rating, and '3' recovery rating, to Toronto-based copper producer
HudBay Minerals Inc.'s proposed US$400 million senior unsecured
notes. "A '3' recovery rating indicates our expectations of
meaningful (50%-70%) recovery in the event of default," S&P said.

"We expect that proceeds from the issuance will be used to fund
general corporate purposes including outlays for several of
HudBay's larger development projects, including the Lalor mine in
Manitoba and the Constancia mine in Peru," said Standard & Poor's
credit analyst Donald Marleau.

Standard & Poor's long-term corporate credit rating on Hudbay is
unchanged at 'B' with a stable outlook.

"The ratings on HudBay reflect what we consider the company's
vulnerable business risk profile and aggressive financial risk
profile," S&P said.

"The ratings incorporate HudBay's very limited operating diversity
and heavy reliance on volatile metals prices during a period of
considerable growth-oriented capital expenditures. These
weaknesses are offset somewhat, we believe, by HudBay's relatively
stable operating profile that features an attractive first-
quartile cost position, consistent earnings generation, and
producing assets located in a low-risk mining jurisdiction," S&P
said.

"HudBay operates several mines in the Flin Flon Greenstone belt in
the province of Manitoba, including its flagship producing asset,
the 777 mine. The company is developing several projects,
including the Lalor mine in Manitoba and the Constancia mine in
Peru," S&P said.

"The stable outlook on HudBay reflects our view that the company's
low-cost mining operations, at our base case scenario metals
prices, should support fairly stable earnings and funds from
operations (FFO) generation. We estimate that, under our base case
scenario assumptions, the company's stable operating profile
should reinforce its liquidity position alongside an adjusted
debt-to-EBITDA ratio in the 3x-4x range and adjusted FFO to debt
of about 15%-20% in the next 12 months," S&P said.

"Conversely, we would expect the rating to come under pressure if
HudBay's adjusted debt-to-EBITDA ratio reaches 4.5x. In our
opinion, such a scenario would require copper prices to fall below
US$3.00 per pound or costs to materially increase from operational
challenges at the 777 mine, both of which we view as unlikely this
year," S&P said.

"Given the company's capital spending requirements, we believe
that a positive rating action is unlikely in the next 12 to 18
months. However, one could occur should HudBay's margins expand
substantially relative to our base case assumptions while its
development projects achieve commercial production ahead of
schedule and significantly below budget," S&P said.


IHS HOTELS: Case Summary & 4 Unsecured Creditors
------------------------------------------------
Debtor: IHS Hotels, Inc.
        dba Super 8/Knights Inn
        3231 Allen Parkway, #1216
        Houston, TX 77019

Bankruptcy Case No.: 12-36662

Chapter 11 Petition Date: September 3, 2012

Court: U.S. Bankruptcy Court
       Southern District of Texas (Houston)

Judge: David R. Jones

Debtor's Counsel: Samuel L. Milledge, Esq.
                  MILLEDGE LAW FIRM, P.C.
                  10333 Northwest Freeway, Suite 202
                  Houston, TX 77092
                  Tel: (713) 812-1409
                  Fax: (713) 812-1418
                  E-mail: milledge@milledgelawfirm.com

Scheduled Assets: $2,615,700

Scheduled Liabilities: $2,155,500

A copy of the Company's list of its four largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/txsb12-36662.pdf

The petition was signed by Ankit Amin, president.


IMAGEWARE SYSTEMS: Bruce Toll Discloses 9.6% Equity Stake
---------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Bruce Toll and his affiliates disclosed that, as of
June 20, 2011, they beneficially own 7,047,434 shares of common
stock of ImageWare Systems, Inc., representing 9.65% of the shares
outstanding.  A copy of the filing is available for free at:

                        http://is.gd/Trk1E8

                      About ImageWare Systems

Headquartered in San Diego, California, ImageWare Systems, Inc. is
a leader in the emerging market for software-based identity
management solutions, providing biometric, secure credential, law
enforcement and enterprise authorization.  Its "flagship" product
is the IWS Biometric Engine.  Scalable for small city business or
worldwide deployment, the Company's biometric engine is a multi-
biometric platform that is hardware and algorithm independent,
enabling the enrollment and management of unlimited population
sizes.  The Company's identification products are used to manage
and issue secure credentials, including national IDs, passports,
driver licenses, smart cards and access control credentials.  Its
law enforcement products provide law enforcement with integrated
mug shot, fingerprint LiveScan and investigative capabilities.
The Company also provides comprehensive authentication security
software.

The Company reported a net loss of $3.18 million in 2011,
compared with a net loss of $5.05 million in 2010.

The Company's balance sheet at June 30, 2012, showed $7.80 million
in total assets, $6.60 million in total liabilities and $1.19
million in total shareholders' equity.


INTERNATIONAL HOME: Wants Until Sept. 28 to File Ch. 11 Plan
------------------------------------------------------------
International Home Products, Inc., and Health Distillers
International, Inc., ask the U.S. Bankruptcy Court for the
District of Puerto Rico to extend their exclusive periods to
propose a chapter 11 plan and explanatory disclosure statement
until Sept. 28, 2012.  The Debtors also request that the Court
extend their solicitation period to 60 days from the date that the
Court approves the Disclosure Statement.

The Debtors explain that they need more time to formulate the
proposed plan of reorganization.  The Debtors note that the
litigation in relation to the Debtors' cases had interfered with
and distracted from the Debtors' efforts to reorganize.

                 About International Home Products

International Home Products, Inc., is engaged in the sale,
financing of "Lifetime" cookware and other kitchenware as well as
sale of account receivables in the secondary market.  It is the
exclusive distributor of "Lifetime" products in Puerto Rico for
over 40 years.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. D. P.R. Case No. 12-02997) on April 19,
2012.  Carmen D. Conde Torres, Esq., in San Juan, P.R.,
serves as the Debtor's counsel.  Wigberto Lugo Mendel, CPA,
serves as its accountants.  The Debtor disclosed $66,155,798 and
$43,350,031 in liabilities as of the Chapter 11 filing.

Secured lender First-Bank Puerto Rico is represented by Manuel
Fernandez-Bared, Esq., and Jane Patricia Van Kirk, Esq., at Toro,
Colon, Mullet, Rivera & Sifre, P.S.C.


IRVINE SENSORS: To Acquire Assets of Bivio Networks for $10.5MM
---------------------------------------------------------------
ISC8 Inc., formerly known as Irvine Sensors Corporation, has
entered into an agreement to acquire certain cybersecurity related
assets of Bivio Networks, Inc., a leading provider of
cybersecurity solutions and products.  The acquisition provides
ISC8 with advanced products and technologies for Security
Intelligence, Incident Response, Content Control and mitigation of
Advanced Persistent Threats in enterprise, service provider and
government networks.

Under the terms of the agreement, ISC8 will pay up to $10.5
million in a combination of cash and stock.  For the twelve months
ended July 31, 2012, the business units of Bivio Networks to be
acquired generated $2.2 million in sales.  In addition, ISC8 will
acquire an installed base consisting of nine accounts including
leading Tier 1 service providers, enterprises and government
agencies worldwide.  The acquired assets are expected to be
accretive to ISC8's EBITDA within the next twelve months.  The
acquisition is expected to accelerate the growth of ISC8's
cybersecurity business by adding existing customer accounts, a
significant pipeline, a receivables backlog, an installed base and
a global sales force.

ISC8 will purchase the NetFalcon and Network Content Control
System business units of Bivio Networks, including all related
intellectual property, sales, engineering, managerial, and other
operational resources.

"Bivio's technology is a natural fit for the cybersecurity
solutions we have been advancing at ISC8 since I joined the
Company two years ago," said Bill Joll, president and CEO of ISC8.
With the addition of Bivio's worldwide sales and support network,
sizeable sales pipeline, superb engineering talent, and Tier 1
customer accounts which include mobile operators, international
enterprise accounts, and international government agencies, ISC8's
cybersecurity portfolio will not only address traditional
corporate and defense networks but will also extend to mobile
networks.  Furthermore, by combining Bivio's "Big Data" analytics
with ISC8's full-payload analysis of network traffic, we will
provide Chief Security Officers with unmatched visibility into
whether advanced malware such as APTs are active on their
networks.  This acquisition is a defining moment for ISC8 and
comes at an especially opportune time as we ramp up our
cybersecurity business efforts."

"Bivio's NetFalcon product utilizes patent-pending "Big Data"
analytics technologies to provide customers with visibility and
intelligence into their networks over massively large time
windows, while its NCCS product provides mobile and landline
network operators fine grained content control for the purposes of
"safe internet," parental control and cybersecurity," commented
Elan Amir, president and CEO of Bivio Networks.  "Recent breaches
have demonstrated the need for innovative and new technologies to
address network cybersecurity.  The combination of NetFalcon, NCCS
and ISC8's products and technologies will enable enterprises,
government agencies and mobile network operators to have unmatched
security intelligence, awareness and control to detect, prevent
and respond to the most advanced cybersecurity threats."

The purchase agreement specifies that ISC8 will initially pay
shareholders of Bivio Networks $500,000 in cash and up to 30
million shares of ISC8 common stock.  Bivio shareholders will also
receive payment of up to $7 million in additional consideration (a
portion of which will be paid in cash and the remainder of which
will be paid in shares of ISC8 common stock) upon meeting certain
goals and conditions within the first twenty-four months after the
acquisition closes.  This acquisition is subject to customary
closing conditions including consents from Bivio's credit holders
and regulatory approvals.

                       About Irvine Sensors

Headquartered in Costa Mesa, Calif., Irvine Sensors Corporation
(OTC BB: IRSN) -- http://www.irvine-sensors.com/-- is a vision
systems company engaged in the development and sale of
miniaturized infrared and electro-optical cameras, image
processors and stacked chip assemblies and sale of higher level
systems incorporating said products.  Irvine Sensors also conducts
research and development related to high density electronics,
miniaturized sensors, optical interconnection technology, high
speed network security, image processing and low-power analog and
mixed-signal integrated circuits for diverse systems applications.

The Company reported a net loss of $15.76 million on
$14.09 million of total revenues for the fiscal year ended Oct. 2,
2011, compared with a net loss of $11.15 million on $11.71 million
of total revenues for the fiscal year ended Oct. 3, 2010.

The Company's balance sheet at July 1, 2012, showed $8.87 million
in total assets, $36.99 million in total liabilities and a $28.12
million total stockholders' deficit.


JEFFERSON COUNTY, AL: Citizens Sue to Void Lien on Sewer Revenue
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that city council members from Birmingham, Alabama,
elected state officials, and citizens filed a lawsuit in
bankruptcy court aimed at proving bondholders' liens on sewer
revenues are invalid.  The suit was filed last week as part of the
Chapter 9 municipal bankruptcy of Jefferson County, Alabama.

According to the report, the suit resulted from a ruling in August
by the U.S. Bankruptcy Judge in Birmingham telling the officials
to file a separate class suit on behalf of 140,000 property owners
rather than become a party to the suit brought in February by the
bondholders' indenture trustee against Jefferson County.  In their
suit, the bondholders claim the right to control the sewer system
and its revenue.

The report relates that the citizens' class suit alleges that the
sewer bonds and accompanying liens on sewer revenue violated the
Alabama state constitution and state laws.  In June, the city
council members filed what they styled as a class proof of claim
against the county for $1.6 billion in overcharges from the sewer
system arising from what they called "misconduct and criminal
activity by managerial personnel and others acting in collusion."

The report recounts that the bankruptcy judge ruled that the
county's filing for Chapter 9 municipal bankruptcy ousted the
receiver appointed before bankruptcy in state court at the
bondholders' request.  The dispute is on appeal to the U.S. Court
of Appeals in Atlanta.  The city council wanted a suit of its own
because it contends the county has a conflict of interest and
can't adequately represent citizens who pay what they claim are
inflated sewer bills resulting from criminal activity.

                      About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.

Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.

John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.

Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time.  The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.

The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.

Judge Thomas B. Bennett presides over the Chapter 9 case.  Lawyers
at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff &
Stern LLP, led by Kenneth Klee, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.  Jefferson estimated more than $1 billion in assets.  The
petition was signed by David Carrington, president.

The bankruptcy judge in January 2012 ruled that the state court-
appointed receiver for the sewer system largely lost control as a
result of the bankruptcy. Before deciding whether Jefferson County
is eligible for Chapter 9, the bankruptcy judge will allow the
Alabama Supreme Court to decide whether sewer warrants are the
equivalent of "funding or refunding bonds" required under state
law before a municipality can be in bankruptcy.

U.S. District Judge Thomas B. Bennett ruled in March 2012 that
Jefferson County is eligible under state law to pursue a debt
restructuring under Chapter 9.  Holders of more than $3 billion in
defaulted sewer debt had challenged the county's right to be in
Chapter 9.


K-V PHARMACEUTICAL: Loses Suit That Controls Outcome of Ch. 11
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that K-V Pharmaceutical Co. lost a lawsuit in U.S.
District Court in Washington which the provider of women's health-
care products said would determine the outcome of the Chapter 11
reorganization begun Aug. 4.

According to the report, the suit, filed in July, contended that
the U.S. Food and Drug Administration effectively nullified K-V's
seven-year exclusive right under the Orphan Drug Act to sell a
drug called Makena which no one else was interested in producing.

The report relates that K-V charged that the FDA caved in to
political pressure based on allegations it was selling the drug at
too high a price.  A U.S. district judge dismissed the suit on
Sept. 6, saying the court has no power to oversee the FDA's
enforcement activities.

The first-lien notes traded on Aug. 8 for 31 cents on the dollar,
a 36% decline since July 11, according to Trace, the bond price
reporting system of the Financial Industry Regulatory Authority.
There is $200 million owing on 2.5% contingent convertible
subordinated notes due 2033.

The Bloomberg report discloses that the notes traded on Aug. 29
for 1.9 cents on the dollar, a 47% decline since Aug. 13, Trace
said.  K-V owes $30 million on a mortgage loan.

                     About K-V Pharmaceutical

KV Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

K-V and certain domestic subsidiaries on Aug. 4 filed voluntary
Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 12-13346,
under K-V Discovery Solutions Inc.) to restructure their financial
obligations.

K-V has retained the services of Willkie Farr & Gallagher LLP as
bankruptcy counsel, Williams & Connolly LLP as special litigation
counsel, and SNR Denton as special litigation counsel.  In
addition, K-V has retained Jefferies & Co., Inc., as financial
advisor and investment banker.  Epiq Bankruptcy Solutions LLC is
the claims and notice agent.

The U.S. Trustee appointed five persons to serve in the Official
Committee of Unsecured Creditors.


KB HOME: Fitch Affirms 'B+' Senior Unsecured Rating
---------------------------------------------------
Fitch Ratings has affirmed KB Home's (NYSE: KBH) Issuer Default
Rating (IDR) at 'B+' and senior unsecured rating at 'B+/RR4'.  The
Rating Outlook has been revised to Stable from Negative.

The change in the Outlook to Stable largely reflects the following
events:

  * The 2012 housing recovery although moderate is clearly
    stronger than was anticipated in 2011;

  * KBH is successfully mining the trade up market and de-
    emphasizing entry level (as reflected in the 8% increase in
    average sales price so far in 2012);

  * The South Edge legal issues and liabilities have been dealt
    with;

  * Operating and financial comparisons so far in 2012 are much
    improved (especially unit dollar backlog, gross profit
    margin, EBITDA and homebuilding and corporate pretax loss);
    and

  * Perhaps most importantly, the company has been successful so
    far in refinancing a substantial portion of the $1 billion of
    debt that was scheduled to mature in 2014 and 2015.

However, the company does continue to lag its peers in certain
operational and financial categories.

The ratings for KBH are also based on the company's geographic
diversity, customer and product focus, conservative building
practices and effective utilization of return on invested capital
criteria as a key element of its operating model.  The company did
a good job in reducing its inventory exposure and generating
positive operating cash flow during this severe industry downturn.
Since its peak in the third quarter of 2006, homebuilding debt has
been reduced from $7.89 billion to $1.69 billion currently (pro
forma).  So far KBH has been relatively conservative in committing
to incremental land purchase and should not become stressed so
long as it maintains its minimum return parameters for real estate
that it purchases.  If the economy and housing were to experience
a double dip downturn in 2012 or 2013, KBH has access to the
liquidity to sustain itself, primarily utilizing its current cash
position and possibly monetizing its South Edge real estate.

Builder and investor enthusiasm have for the most part surged so
far in 2012.  However, national housing metrics have not entirely
kept pace.  Year-over-year (yoy) comparisons have been solidly
positive on a consistent basis.  However, month to month the
national statistics (single-family starts, new home, and existing
home sales) have been erratic and, at times, below expectations.
In any case, year to date these housing metrics are well above
2011 levels.  As Fitch has noted in the past, recovery will likely
occur in fits and starts.

Fitch's housing forecasts for 2012 have been raised since early
spring but still assume only a moderate rise off a very low
bottom.  In a slowly growing economy with relatively similar
distressed home sales competition, less competitive rental cost
alternatives, and new home inventories at historically low levels,
single-family housing starts should improve about 12%, while new
home sales increase approximately 10.5% and existing home sales
grow 5.6%.  Further moderate improvement is forecast for 2013.

The ratings also reflect KBH's business model and marketing
prowess. The ratings take into account the company's current
primary exposure to entry-level and to a lesser degree first-step
trade-up housing (the deepest segments of the market), its
leadership role in constructing energy efficient homes, its
reemphasis of the value-engineered Open Series of home designs,
its conservative building practices, utilization of return on
invested capital criteria as a key element of its operating model
and its capital structure.

KBH employs what it labels as the KBnxt operational business
model.  This strategy includes regular detailed product preference
surveys, primarily acquisition of developed and entitled land in
markets with high growth potential, generally commencement of
construction of a home only after a purchase contract has been
signed, establishment of an even-flow production, pricing homes to
compete with existing homes, and utilizing design centers to
customize homes to the preferences of home buyers.  Also, KBH
strives to be among the top five builders or, in very large
markets, top 10 homebuilders in order to have access to the best
land and subcontractors.

Most of KBH's communities now feature the 'Open Series' product
designs which have been value engineered to reduce production
costs and cycle times, enabling the company to more effectively
compete on price with existing homes in the current market.  Also,
KBH is one of a handful of public builders aggressively marketing
energy efficient homes as a way of differentiating its homes from
other builders' product and existing homes for sale.

The company maintains a 7.4-year supply of lots (based on last 12
months deliveries), 73.3% of which are owned and the balance
controlled through options.  (The options share of total lots
controlled is down sharply over the past six years as the company
has written off substantial numbers of options.)

KBH's most recent credit metrics, while improving in certain
cases, remain stressed.  Debt to capitalization was 81.1% as of
May 31, 2012, up from 78.2% at year-end 2011.  Net debt to
capitalization was 77.4%, up from 72.5% as of Nov. 30, 2011.  Debt
to LTM EBITDA, excluding real estate impairments, was 28.0x times
(x) and was 37.0x at the end of 2011.  Funds from operations (FFO)
adjusted leverage was 24.2x at the conclusion of the 2012 second
quarter and 21.7x a year earlier.  Adjusted interest coverage was
0.5x as of May 31, 2012 and 0.9x as of May 31, 2011, while FFO
interest coverage was 0.5x as of May 31, 2012, down from 0.7x the
prior year.  The gross inventory has been stable in 2012 and 2011
at 0.7x.  The sales value of backlog represented 40% of
construction debt at the conclusion of the 2012 second quarter, up
from 30% a year ago.

KBH's unrestricted cash and equivalent was sharply reduced during
the past year and a half from $904.4 million at Nov. 30, 2010 to
$415 million at Nov. 30, 2011 and $314.3 million at May 31, 2012.
The reduction in cash position largely resulted from land and
development spending, repayment of maturing senior notes and other
debt and $251.9 million in payments relating to legal matters
surrounding the South Edge, LLC joint venture.  The company
currently has adequate liquidity to fund working capital and debt
service.  The challenge in 2012 will be to absorb annual interest
expense of about $130 million and manage land and development
expenditures to a level that does not meaningfully deplete the
current cash position.

The company reported $89.9 million negative cash flow from
operations (CFFO) during the first half of 2012 despite positive
CFFO of $19.7 million for the second quarter.  On a LTM basis CFFO
was a negative $166.1 million. For all of fiscal 2012, Fitch
expects KBH to be $50 - 75 million cash flow negative.  The
company is likely to spend about $550 million on land and
development this year. It expended $553 million in 2011 and $478
million in 2010.

KBH terminated its revolving credit facility, effective March 31,
2010. Consistent with Fitch's comment on certain homebuilders'
termination and reduction of revolving credit facilities, in the
absence of a revolving credit line, a consistently higher level of
cash and equivalents than was typical should be maintained on the
balance sheet, especially in these still uncertain times.

As of May 31, 2012, KBH had an investment of $121.4 million in
eight unconsolidated joint ventures (JVs).  These JVs have no
debt.

During the 2011 fourth quarter, the bankruptcy and lender-related
legal matters concerning South Edge, LLC and KBH's obligations
with respect to those matters were essentially resolved.  A $6.6
million gain on loan guaranty during the fourth quarter reflected
the consummation of a consensual plan of reorganization of South
Edge, LLC that was confirmed by a bankruptcy court in November
2011 and included, among other things, the satisfaction of a
limited several repayment guaranty the company provided to the
administrative agent for the lenders to South Edge, LLC.  In
connection with the reorganization plan and the settlement of
other South Edge-related legal matters, KBH made payments of
$251.9 million in the fourth quarter of 2011.

Future ratings and Outlooks will be influenced by broad housing
market trends as well as company specific activity, such as trends
in land and development spending, general inventory levels,
speculative inventory activity (including the impact of high
cancellation rates on such activity), gross and net new order
activity, debt levels, free cash flow trends and uses, and the
company's cash position.

Positive rating actions may be considered if the recovery in
housing is maintained and is meaningfully better than Fitch's
current outlook, KB Home shows continuous improvement in credit
metrics, and maintains a healthy liquidity position.  Negative
rating actions could occur if the housing recovery is not
sustained and the company steps up its land and development
spending prematurely, leading to consistent and significant
negative quarterly cash flow from operations and a diminished
liquidity position below $350 million.  Underperforming operating
metrics could also contribute to a rating action.

Fitch affirms ratings for KB Home as follows:

  -- IDR at 'B+';
  -- Senior unsecured debt at 'B+/RR4'.

The Rating Outlook is revised to Stable from Negative.

The Recovery Rating (RR) of 'RR4' on KBH's senior unsecured notes
indicates average recovery prospects for holders of these debt
issues.  KBH's exposure to claims made pursuant to performance
bonds and joint venture debt and the possibility that part of
these contingent liabilities would have a claim against the
company's assets were considered in determining the recovery for
the unsecured debtholders.  Fitch applied a liquidation value
analysis for these RRs.




KNIGHT CAPITAL: Royce Associates Owns 4.9% of Class A Shares
------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Royce & Associates, LLC, disclosed that, as
of Aug. 31, 2012, it beneficially owns 4,802,748 shares of
Class A Common Stock of Knight Capital Group, Inc., representing
4.91% of the shares outstanding.  A copy of the filing is
available for free at http://is.gd/fKA3gs

                        About Knight Capital

Knight Capital Group (NYSE Euronext: KCG) --
http://www.knight.com/-- is a global financial services firm that
provides access to the capital markets across multiple asset
classes to a broad network of clients, including broker-dealers,
institutions and corporations.  Knight is headquartered in Jersey
City, N.J. with a global presence across the Americas, Europe, and
the Asia Pacific regions.

At the start of trading on Aug. 1, Knight Capital installed a
trading software to push itself onto a new trading platform that
the New York Stock Exchange opened that day.  But when Knight's
new system went live, the firm "experienced a human error and/or a
technology malfunction related to its installation of trading
software."  The error caused Knight to place unauthorized offers
to buy and sell shares of big American companies, driving up the
volume of trading and causing a stir among traders and exchanges.
The orders affected the shares of 148 companies, including Ford
Motor, RadioShack and American Airlines, sending the markets into
upheaval.  Knight had to sell the stocks that it accidentally
bought, prompting a $440 million pre-tax loss, the firm announced
Aug. 2.

Knight Capital averted collapse after announcing Aug. 6 that it
has arranged $400 million in equity financing with Wall Street
firms including Jefferies Group, Inc., which conceived and
structured the investment, as well as Blackstone, GETCO LLC,
Stephens, Stifel Financial Corp. and TD Ameritrade Holding
Corporation.

Knight has said that the software that led to the Aug. 1 trading
issue has been removed from the company's systems. The New York
Stock Exchange nonetheless said Aug. 7 said it "temporarily"
reassigned the firm's market-making responsibilities for more than
600 securities to Getco, the high-speed trading firm that also
invested in Knight.

"This event severely impacted the Company's capital base and
business operations, and the Company experienced reduced order
flow, liquidity pressures and harm to customer and counterparty
confidence," the Company said in its quarterly report for the
period ended June 30, 2012.  "As a result, there was substantial
doubt about the Company's ability to continue as a going concern."

Following the event of Aug. 1, 2012, the Company has begun an
internal review into such event and associated controls.

The Company's balance sheet at June 30, 2012, showed $9.19 billion
in total assets, $7.69 billion in total liabilities and
$1.49 billion in total equity.


KNIGHT-CELOTEX: Equitable Estoppel Can't Be Used to Cause Inequity
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the doctrine of equitable estoppel can't be used to
accomplish an inequitable result, according to a Sept. 5 opinion
from the U.S. Court of Appeals in Chicago.  The case involved two
companies in Chapter 7 liquidation.

According to the report, the companies' principal is in his own
parallel bankruptcy.  One bankruptcy trustee and one law firm were
engaged to serve in all three cases.  At the hearing where the
court approved the retention, neither the trustee nor the law firm
disclosed they planned to sue the individual on behalf of the two
companies.

The report relates that when the suit arrived, the individual
argued unsuccessfully to the bankruptcy judge that the failure to
disclose a potential conflict of interest arising from the suit
gave rise to judicial estoppel precluding the suit.  A district
court on appeal rejected use of the judicial estoppel theory as
did Circuit Judge David F. Hamilton in his 19-page opinion for the
Seventh Circuit in Chicago.

The report notes that Judge Hamilton said it would be "inequitable
and an improper use of judicial estoppel -- an equitable remedy --
to permit" the individual to "reap a huge benefit from an
otherwise harmless omission."  Near the end of the opinion, he
said there were "larger equities at stake."

The Bloomberg report discloses that to the extent there should be
a remedy for the failure to disclose, Hamilton said it lay in
denying or reducing compensation for the trustee and the law firm.

                        About Knight-Celotex

Headquartered in Northfield, Illinois, Knight-Celotex, LLC --
http://www.knightcelotex.com/-- is the largest fiberboard
manufacturer in the world and the only U.S. fiberboard
manufacturer that both manufactures and ships products nationally
within the United States.  Knight-Celotex is privately owned by
Knight Industries, LLC, and has operations in Lisbon Falls, Maine;
Sunbury, Pennsylvania; and Danville, Virginia.

Knight-Celotex and Knight Industries, LLC, filed Chapter 11
petitions (Bankr. N. D. Ill. Case Nos. 09-12219 to 09-12200) on
April 6, 2009.  Scott R. Clar, Esq., at Crane Heyman Simon Welch &
Clar represents the Debtor in its restructuring efforts.  Knight-
Celotex estimated assets and debts ranging $10 million to
$50 million.


LDK SOLAR: To Release Second Quarter Results Sept. 17
-----------------------------------------------------
LDK Solar Co., Ltd., will report financial results for the second
quarter ended June 30, 2012, before the market opens on Monday,
Sept. 17, 2012.  The company will host a corresponding conference
call and live webcast at 8:00 a.m. Eastern Time (ET) the same day.

                           About LDK Solar

LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in Hi-Tech
Industrial Park, Xinyu City, Jiangxi Province, People's Republic
of China, is a vertically integrated manufacturer of photovoltaic
products, including high-quality and low-cost polysilicon, solar
wafers, cells, modules, systems, power projects and solutions.

LDK Solar was incorporated in the Cayman Islands on May 1, 2006,
by LDK New Energy, a British Virgin Islands company wholly owned
by Xiaofeng Peng, LDK's founder, chairman and chief executive
officer, to acquire all of the equity interests in Jiangxi LDK
Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin
Industrial Limited.

KPMG in Hong Kong, China, said in a May 15, 2012, audit report,
there is substantial doubt on the ability of LDK Solar Co., Ltd.
to continue as a going concern.  According to KPMG, LDK Solar has
a net working capital deficit and is restricted to incur
additional debt as it has not met a financial covenant ratio under
a long-term debt agreement as of Dec. 31, 2011.  These conditions
raise substantial doubt about the Group's ability to continue as a
going concern.

The Company's balance sheet at March 31, 2012, showed US$6.63
billion in total assets, US$5.96 billion in total liabilities,
US$228.21 million in redeemable non-controlling interests and
US$447.32 million in total equity.


LEAGUE NOW: Sells $27,500 Convertible Note to Asher Enterprises
---------------------------------------------------------------
League Now Holdings Corporation sold and issued a Convertible
Promissory Note to Asher Enterprises, Inc., in the principal
amount of $27,500 pursuant to the terms of a Securities Purchase
Agreement dated Aug. 29, 2012.

The Note, together with accrued interest at the annual rate of 8%,
is due on April 10, 2013.  The Note is convertible into the
Company's common stock commencing 180 days from the date of
issuance at a conversion price equal to 60% of the Market Price of
the Company's common stock on the date of conversion.  "Market
Price" is defined in the Note as the average of the lowest three
trading prices for the Company's common stock during the 10
trading days prior to the conversion date.  The Company has the
right to prepay the Note at any time from the date of issuance
until the 180th day the Note was issued at an amount equal to 135%
of (i) the then outstanding principal amount of the Note,
including accrued and unpaid interest due on the prepayment date.

                         About League Now

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

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

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


LIGHTSQUARED INC: Has No Ongoing Business, Lenders Point Out
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that secured lenders of LightSquared Inc. say the Debtor
does "not have an ongoing business that needs to be
rehabilitated."

According to the report, they want the bankruptcy judge to allow
them to exercise the right established this year in the U.S.
Supreme Court to use their $1.7 billion of secured debt to buy the
assets unless owner Harbinger Capital Partners LLC or an outsider
is willing to pay the debt in full.

The report relates that the lenders' statements were made in
papers filed Sept. 6 with the U.S. Bankruptcy Court in New York
opposing LightSquared's request for a five-month expansion of the
exclusive right to propose a Chapter 11 reorganization plan.  The
bankruptcy judge will resolve the dispute at a Sept. 12 hearing.

The report discloses that LightSquared, in requesting an initial
five-month expansion of exclusivity, argues that it's entitled to
"breathing room from its creditors" while it works out "technology
and policy issues" with the FCC.  The company says that no
reorganization plan can be promulgated until the government acts.
At the Sept. 12 hearing, the lenders will also object to the
company's proposal to establish a bonus program that could pay
$6 million to four top executives.  The lenders see the bonus
program as locking management into a high-risk business strategy
based on hope the FCC will have a change of heart.  The lenders
also object to giving the executives 2.4% of the reorganized
company's equity for merely remaining with the company.

                      About LightSquared Inc.

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, as the Company seeks to resolve regulatory issues
that have prevented it from building its coast-to-coast integrated
satellite 4G wireless network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties,
prompting the bankruptcy filing.

As of the Petition Date, the Debtors employed roughly 168 people
in the United States and Canada.  As of Feb. 29, 2012, the Debtors
had $4.48 billion in assets (book value) and $2.29 billion in
liabilities.

LightSquared also sought ancillary relief in Canada on behalf of
all of the Debtors, pursuant to the Companies' Creditors
Arrangement Act (Canada) R.S.C. 1985, c. C-36 as amended, in the
Ontario Superior Court of Justice (Commercial List) in Toronto,
Ontario, Canada.  The purpose of the ancillary proceedings is to
request the Canadian Court to recognize the Chapter 11 cases as a
"foreign main proceeding" under the applicable provisions of the
CCAA to, among other things, protect the Debtors' assets and
operations in Canada.  The Debtors named affiliate LightSquared LP
to act as the "foreign representative" on behalf of the Debtors'
estates.

Judge Shelley C. Chapman presides over the Chapter 11 case.
Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.

Counsel to UBS AG as agent under the October 2010 facility is
Melissa S. Alwang, Esq., at Latham & Watkins LLP.

The ad hoc secured group of lenders under the Debtors' October
2010 facility was formed in April 2012 to negotiate an out-of-
court restructuring.  The members are Appaloosa Management L.P.;
Capital Research and Management Company; Fortress Investment
Group; Knighthead Capital Management LLC; and Redwood Capital
Management.  Counsel to the ad hoc secured group is Thomas E.
Lauria, Esq., at White & Case LLP.

Philip Falcone's Harbinger Capital Partners indirectly owns 96% of
LightSquared's outstanding common stock.  Harbinger and certain of
its managed and affiliated funds and wholly owned subsidiaries,
including HGW US Holding Company, L.P., Blue Line DZM Corp., and
Harbinger Capital Partners SP, Inc., are represented in the case
by Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP.

The Office of the U.S. Trustee has not appointed a statutory
committee of unsecured creditors.


LIVE OAK DEVELOPMENT: Taps J. Craig Cowgill as Lead Counsel
-----------------------------------------------------------
Live Oak Development, Ltd., asks the U.S. Bankruptcy Court for the
Southern District of Texas for authorization to employ J. Craig
Cowgill & Associates, P.C., as its lead counsel, nunc pro tunc to
the Petition Date.

J. Craig Cowgill & Associates will render these legal services:

  1. give Debtor legal advice with respect to the bankruptcy
     proceeding;

  2. prepare on behalf of the Debtor necessary applications,
     answers, orders, reports and other legal papers; and

  3. perform all other legal services for the Debtor which may be
     necessary in the bankruptcy proceeding.

To the best of Debtor's knowledge, J. Craig Cowgill, Esq., and the
law firm represent no interest adverse to the Debtor or the estate
in the matters upon which the said firm is to be engaged.

The Debtor desires to employ J. Craig Cowgill as lead counsel
under a general retainer which was paid by a third party, Mike E.
Fitzmaurice, President of the General Partner, L.O. Development,
Inc., because of the extensive legal services required in the
Debtor's case.

The law firm charges:

     J. Craig Cowgill, Attorney in Charge     $500 per hour
     Associate Attorney                       $400 per hour
     Paralegal/Law Clerk                      $95 to $150 per hour

Mongolia, Tex.-based Live Oak Development, Ltd., filed for Chapter
11 protection (Bankr. S.D. Tex. Case No. 12-35873) on Aug. 6,
2012.  The Hon. Letitia Z. Paul presides over the bankruptcy case.
J. Craig Cowgill, Esq., at J. Craig Cowgill & Associates, P.C., in
Houston, represents the Debtor.  In its petition, the Debtor
disclosed assets of between $10 million and $50 million, and debts
of between $1 million and $10 million.


LON MORRIS: Capstone Approved as Financial Advisor
--------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas
authorized Lon Morris College to employ Capstone Partners, LLC as
financial advisor and investment banker, nunc pro tunc to July 2,
2012.

Capstone Partners is expected to assist in marketing the Debtor's
assets as a going concern.

According to Lon Morris College, because continuing negative cash
flow issues cannot be cured with its current resources, the Debtor
likely cannot continue to operate as a standalone entity.  The
Debtor said it needs either new capitalization or a strong
educational partner.  Lon Morris said its creditors and the public
at large would be best served by marketing the Debtor (and its
assets) by professionals with expertise in this field.  Lon Morris
said Capstone has experience in the area of selling educational
institutions.

Capstone assisted in the sale of Heald College, a 140-year-old
junior college in California, Oregon and Hawaii.  At the time,
Heald was insolvent and the success of the transaction and the
salvage of the College was the direct result of their team's
marketing, industry knowledge, access to key decision makers and
consulting on regulatory and socio-political issues. This was a
transition from non-profit to for-profit, and required working in
the sensitive California political climate.

Capstone also brokered the equity sale of Henley Putnam
University.  Using their contacts, they were able to make an
equity deal with two investors to recapitalize the school.  During
that search, they created a "buyer universe" of over 250 venture
capital and private equity firms.  In the end, they combined
two firms to syndicate the equity raise.

Capstone also brokered the sale and recapitalization of the
Pacific College of Oriental Medicine, with students in California,
New York, and Illinois; and the sales of Ogle Schools, a cosmetic
and beauty school chain in Dallas with 1,000 students and
compliance difficulties.

Most of Capstone's transactions are not publicly advertised
because of confidentiality restrictions.  Capstone represents that
it "maintains the most active education & training practice in the
middle market, currently representing multiple clients across
various regions and core curriculum."

The transaction team that has committed to the Debtor will be led
by John Ferrara (Founder, President and Managing Partner) and
Jacob Voorhees (Partner and Head of the national Technology &
Training Group).  Together, Mr. Ferrara and Mr. Voorhees have over
30 years of M&A experience, both having spent the past decade
primarily dedicated to transactions in the post-secondary
education market.

Capstone's fees consist of:

     -- a non-refundable retainer for the marketing, negotiation,
        and transaction process of $50,000;

     -- a success fee of $300,000 plus 3% of transaction value,
        subject to a $500,000 minimum;

     -- an hourly fee for expert or transaction related testimony;
        and

     -- customary indemnification from the estate.

To the best of Debtor's knowledge, Capstone has no connections
with the Debtor, creditors, or any other party in interest, its
attorneys and accountants, the United States Trustee, or any
person employed in the office of the United States Trustee, except
for professional connections through the Turnaround Management
Association and other trade organizations where reorganization
practitioners educate themselves on bankruptcy-related issues, and
any other connections.

                     About Lon Morris College

Lon Morris College was founded in 1854 as a not-for-profit
religiously affiliated two-year degree granting institution.  Over
the past 158 years, the College has impacted the lives of
countless members of the local Jacksonville community in Texas.

Lon Morris College filed a Chapter 11 petition (Bankr. E.D. Tex.
Case No. 12-60557) in Tyler, on July 2, 2012, after lacking enough
endowments to pay teachers, vendors and creditors.  In May 2012,
the Debtor missed two payrolls and vendor payables, utilities, and
long term debt were also past due.  From a headcount of 1,070 in
2010, enrolments have been down to 547 in 2012.  The president of
the College has resigned, as have members of the board of
trustees.

Judge Bill Parker oversees the case.  Bridgepoint Consulting LLC's
Dawn Ragan took over management of the College as chief
restructuring officer.  Attorneys at McKool Smith P.C., and Webb
and Associates serve as counsel to the Debtor.  Capstone Partners
serves as financial advisor.

According to its books, on April 30, 2012, the College had roughly
$35 million in assets, including $11 million in endowments and
restricted funds, and $18 million in funded debt and $2 million in
trade and other liabilities.  The Debtor disclosed $29,957,488 in
assets and $15,999,058 in liabilities as of the Chapter 11 filing.

Amegy Bank is represented in the case by James Matthew Vaughn,
Esq., at Porter Hedges LLP.


LON MORRIS: McKool Smith Approved as Bankruptcy Counsel
-------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas
authorized Lon Morris College to employ McKool Smith P.C. as
counsel.

                     About Lon Morris College

Lon Morris College was founded in 1854 as a not-for-profit
religiously affiliated two-year degree granting institution.  Over
the past 158 years, the College has impacted the lives of
countless members of the local Jacksonville community in Texas.

Lon Morris College filed a Chapter 11 petition (Bankr. E.D. Tex.
Case No. 12-60557) in Tyler, on July 2, 2012, after lacking enough
endowments to pay teachers, vendors and creditors.  In May 2012,
the Debtor missed two payrolls and vendor payables, utilities, and
long term debt were also past due.  From a headcount of 1,070 in
2010, enrolments have been down to 547 in 2012.  The president of
the College has resigned, as have members of the board of
trustees.

Judge Bill Parker oversees the case.  Bridgepoint Consulting LLC's
Dawn Ragan took over management of the College as chief
restructuring officer.  Attorneys at McKool Smith P.C., and Webb
and Associates serve as counsel to the Debtor.  Capstone Partners
serves as financial advisor.

According to its books, on April 30, 2012, the College had roughly
$35 million in assets, including $11 million in endowments and
restricted funds, and $18 million in funded debt and $2 million in
trade and other liabilities.  The Debtor disclosed $29,957,488 in
assets and $15,999,058 in liabilities as of the Chapter 11 filing.

Amegy Bank is represented in the case by James Matthew Vaughn,
Esq., at Porter Hedges LLP.


LON MORRIS: Webb & Associates Approved as Estate's Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas
authorized Lon Morris College to employ Webb & Associates as
counsel for the estate.

                     About Lon Morris College

Lon Morris College was founded in 1854 as a not-for-profit
religiously affiliated two-year degree granting institution.  Over
the past 158 years, the College has impacted the lives of
countless members of the local Jacksonville community in Texas.

Lon Morris College filed a Chapter 11 petition (Bankr. E.D. Tex.
Case No. 12-60557) in Tyler, on July 2, 2012, after lacking enough
endowments to pay teachers, vendors and creditors.  In May 2012,
the Debtor missed two payrolls and vendor payables, utilities, and
long term debt were also past due.  From a headcount of 1,070 in
2010, enrolments have been down to 547 in 2012.  The president of
the College has resigned, as have members of the board of
trustees.

Judge Bill Parker oversees the case.  Bridgepoint Consulting LLC's
Dawn Ragan took over management of the College as chief
restructuring officer.  Attorneys at McKool Smith P.C., and Webb
and Associates serve as counsel to the Debtor.  Capstone Partners
serves as financial advisor.

According to its books, on April 30, 2012, the College had roughly
$35 million in assets, including $11 million in endowments and
restricted funds, and $18 million in funded debt and $2 million in
trade and other liabilities.  The Debtor disclosed $29,957,488 in
assets and $15,999,058 in liabilities as of the Chapter 11 filing.

Amegy Bank is represented in the case by James Matthew Vaughn,
Esq., at Porter Hedges LLP.




MB2 INC: Case Summary & 17 Largest Unsecured Creditors
------------------------------------------------------
Debtor: MB2, Inc.
        13300 Biscayne Drive
        Suite C
        Homestead, FL 33033

Bankruptcy Case No.: 12-31308

Chapter 11 Petition Date: September 4, 2012

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: A. Jay Cristol

Debtor's Counsel: Douglas M. Johnson, Esq.
                  AVO LAW GROUP
                  169 E Flagler St. #1125
                  Miami, FL 33131
                  Tel: (786) 517-5297
                  E-mail: douglaw@att.net

Scheduled Assets: $5,747,409

Scheduled Liabilities: $4,661,829

A copy of the Company's list of its 17 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/flsb12-31308.pdf

The petition was signed by Michael A. Kram, president.


MF GLOBAL: Lawsuit Agreement to Be Approved By Judge
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee for broker MF Global Inc. will be given
permission to transfer his right to file lawsuits to customers
already prosecuting class-action suits pending in U.S. District
Court in Manhattan, as the result of a ruling Sept. 5 in
bankruptcy court.

According to the report, the separate trustee for the parent MF
Global Holdings Ltd., representing creditors as opposed to
customers, wanted the ability to bring suits of his own rather
than have them prosecuted by the class plaintiffs.  The bankruptcy
judge said at Sept. 5 hearing that he will approve the transfer of
claims when the agreement is changed to give him more authority
over approval of settlements and division of proceeds between
customers and creditors.

                          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.


MIDSTATES PETROLEUM: S&P Rates New $550MM Sr. Unsecured Notes 'B-'
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Houston, Texas-based Midstates Petroleum Co. The
outlook is stable.

"At the same time, we assigned our 'B-' issue rating to Midstates'
proposed $550 million senior unsecured notes due 2020. The
recovery rating is '5', indicating our expectation of modest (10%
to 30%) recovery in the event of a payment default," S&P said.

"We expect proceeds from the offering to be used to help fund the
acquisition of Eagle Energy Production LLC, repay outstanding
borrowings on the company's credit facility, and for general
purposes," S&P said.

"The ratings on Midstates Petroleum Co. reflect our view of the
company's 'vulnerable' business risk, 'aggressive' financial risk,
and 'adequate' liquidity," said Standard & Poor's credit analyst
Paul Harvey. "These assessments reflect Midstates' small asset
base and production levels, lack of geographical diversification,
and spending levels in excess of projected operating cash flows
during the next 18 months. The ratings also reflect the company's
significant exposure to favorable crude oil prices, high
operatorship of its properties, solid financial measures, and an
experienced management team," S&P said.

"Standard & Poor's views Midstates' business risk profile as
vulnerable. The company's pro forma proved reserves should total
about 63 million barrels of oil equivalents (boe; 65% crude oil
and natural gas liquids), with production of 15,200 boe per day.
This positions the company on the smaller end of the 'B' rating
category exploration and production (E&P) companies. Although the
Eagle acquisition will add a second core area (the Mississippian
Lime) to complement its Wilcox assets, we view asset diversity as
limited. In addition, we view with caution the potential for
strong near-term organic reserve growth. Midstates' use of
horizontal drilling techniques in the Wilcox is relatively new for
the industry, with little history to suggest future results.
Although the company has been successful in its vertical well
program, we view the horizontal wells as having higher risk, and
if unsuccessful, would limit the pace and extent of reserve and
production growth," S&P said.

"The stable outlook reflects our expectation that Midstates will
maintain above-average financial performance and adequate
liquidity. In addition, the stable outlook assumes the successful
completion and integration of Eagle Energy and success in its
Wilcox development," S&P said.

"An upgrade is possible if Midstates can execute its growth
strategy such that proved reserves increase above 110 MMBoe (40%
proved developed), its proved developed reserve life improves to
over five years, and debt leverage remains below 4.5x. The most
likely scenario for this to occur would include continued strong
crude oil prices, over $85 per barrel, and successful horizontal
development of its Wilcox and Mississippian Lime reserves," S&P
said.

"We could lower the rating if debt leverage exceeds 4.75x or
liquidity falls below $50 million with no near term solution. Both
likely the results of weak drilling results combined with a
prolonged period of realized crude oil prices below $65 per
barrel," S&P said.


MOSDOS CHOFETZ CHAIM: Jewish Campus Files for Chapter 11
--------------------------------------------------------
Mosdos Chofetz Chaim, Inc., filed a bare-bones Chapter 11 petition
on Sept. 6, 2012 in White Plains, New York, on Sept. 6.

Arnold Mitchell Greene, Esq., at Robinson Brog Leinwand Greene
Genovese & Gluck, P.C., in New York, serves as counsel.

According to the case docket, the Chapter 11 Plan and the
explanatory disclosure statement are due Jan. 4, 2013.

The Debtor estimated $10 million to $50 million in assets and
liabilities.  In the schedules, the Debtor disclosed it owns a
yeshiva religious school campus on five acres of land in Spring
Valley, New York.  The value of the property is unknown.  The
property secures a $13 million debt to RBS Citizens Financial
Group.  Liabilities total $19.9 million.

The property is site to a 12-building development and 60-apartment
religious facility run by Rabbi Israel Mayer Kagan, also known as
Mosdos Chofetz Chaim, Kagan.  Housing is for scholars and students
who follow the teachings and philosophies of the Torah and Talmud.


NAVISTAR INTERNATIONAL: Reports $96 Million Net Income in Q3
------------------------------------------------------------
Navistar International Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing net income of $96 million on $3.31 billion of net sales
and revenues for the three months ended July 31, 2012, compared
with net income of $1.41 billion on $3.53 billion of net sales and
revenues for the same period during the prior year.

The Company reported a net loss of $206 million on $9.66 billion
of net sales and revenues for the nine months ended July 31, 2012,
compared with net income of $1.50 billion on $9.63 billion of net
sales and revenues for the same period a year ago.

The Company's balance sheet at July 31, 2012, showed
$11.14 billion in total assets, $11.50 billion in total
liabilities, and a $363 million total stockholders' deficit.

"Clearly we are not pleased with these results," said Lewis B.
Campbell, Navistar chairman and chief executive officer.
"However, I was satisfied to learn on day one that Troy Clarke and
his team were already working on a plan to deal with many of the
important issues we face, most importantly restoring our core
North American Truck, Engine and Parts businesses to their market
leader positions.  I believe we have good line of sight and a keen
sense of urgency for moving forward."

"Navistar is a great company with great people and great brands,"
added Campbell.  "With a laser focus on getting our quality right
and hitting our clean engine launch dates, combined with actions
to maximize cash flow and improve our balance sheet, I believe we
can accelerate the pace of progress to deliver significant
improvements during the next 12 to 18 months."

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

                        http://is.gd/L5TgUG

                    About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

                           *     *     *

In the Aug. 3, 2012, edition of the TCR, Moody's Investors Service
lowered Navistar International Corporation's Corporate Family
Rating (CFR), Probability of Default Rating (PDR), and senior note
rating to B2 from B1.  The downgrade of Navistar's ratings
reflects the significant challenges the company will face during
the next eighteen months in re-establishing the profitability and
competitiveness of its US and Canadian truck operations in light
of the failure to achieve EPA certification of its EGR emissions
technology, the significant reductions in military revenues and
substantially higher engine warranty reserves.

As reported by the TCR on June 13, 2012, Standard & Poor's Ratings
Services lowered its ratings on Navistar International Corp.,
including the corporate credit rating to 'B+', from 'BB-'.  "The
downgrade and CreditWatch placement reflect the company's
operational and financial setbacks in recent months," said
Standard & Poor's credit analyst Sol Samson.

As reported by the TCR on Aug. 8, 2012, Fitch Ratings has
downgraded the Issuer Default Ratings (IDR) for Navistar
International Corporation (NAV) and Navistar Financial
Corporation (NFC) to 'B-' from 'B+'.  The rating downgrades for
NAV and NFC consider the negative impact of recent developments
including already weak operating results in 2012 that are likely
to be worse than previously expected by Fitch.


NET ELEMENT: Receives $9.5-Mil. Credit Facility from Alfa-Bank
--------------------------------------------------------------
Net Element announced that Alfa-Bank, Russia's largest private
bank, has extended Net Element's mobile payment processing
company, TOT Money, a credit facility of 300 million rubles
(approximately $9.5 million) and plans to extend to TOT Money
another 300 million rubles (approximately $9.5 million) under a
planned factoring agreement to support the company's next stage of
growth and operations.

TOT Money, a mobile payment platform that will facilitate
transactions via SMS on any phone and mobile network in Russia, is
expected to become the driver of Net Element's mobile commerce
payment processing division.

The current 300 million rubles credit facility, along with the 300
million rubles factoring agreement expected to be executed in the
coming weeks, will provide TOT Money with financial resources to
attract top customers and build upon its mobile commerce and
payment-processing platform for Russia and other emerging markets.
When executed, the factoring agreement will call for Alfa-Bank to
serve as the collector and processor of accounts receivables for
TOT Money, and will provide TOT Money with working capital to
support its growth strategy.

"We extended this credit facility to TOT Money based on our
extensive due-diligence process and our understanding that the
company is well-positioned to capitalize on demand for mobile
payment processing," said Ilina Polina, business development
director at Alfa-Bank.

Added Dmitry Kozko, Net Element's executive vice president: "The
credit facility from Alfa-Bank, combined with Net Element's key
relationships with the Big Three mobile operators in Russia, will
strategically position TOT Money to become one of the leading
companies in Russia's upcoming mobile commerce boom.  With this
credit facility and factoring agreement, we hope to strategically
grow the TOT Money business and provide TOT Money with the
capacity to process mobile payments up to 600 million rubles per
month.  Furthermore, our business relationship with the
prestigious Alfa-Bank is further testament to our company's
business model and growth potential."

                        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 SALEM MISSIONARY: Bankruptcy Filing Blocks Bank Foreclosure
---------------------------------------------------------------
Michael Sasso at The Tampa Tribune reports that New Salem
Missionary Baptist Church of Tampa filed for Chapter 11 bankruptcy
protection on July 6, 2012, to fend off foreclosure by Fifth Third
Bank.  The bank says it loaned the church $1.1 million in 2007 but
that New Salem missed payments and defaulted.

The report relates the bankruptcy filing appears to have stopped
the bank from taking back any properties for now.

According to the report, the church took out a $1.1 million loan
from Fifth Third Bank five years ago, at least in part to help it
purchase land for a new church on Sligh Avenue near Interstate 4.

The report says, by fall 2009, New Salem began missing payments
and defaulted on the loan.  The bank filed a foreclosure lawsuit
in August 2010, and the two sides have been fighting ever since.

The report, citing court documents, notes Fifth Third Bank said
the church shuffled the ownership of some of the mortgaged
properties.  It appears the church no longer owns several of the
properties it took out the mortgage upon, the bank said.

Based in Tampa, Florida, New Salem Missionary Baptist Church of
Tampa, Inc. -- http://www.newsalemcares.org/-- is a religious
institution.


NEWLEAD HOLDINGS: Fails to Comply with NASDAQ Market Value Rule
---------------------------------------------------------------
NewLead Holdings Ltd. received a written notification from The
NASDAQ Stock Market LLC indicating that the Company is not in
compliance with NASDAQ Listing Rule 5450(b)(3)(C) for continued
listing on The NASDAQ Global Select Market because the Market
Value of the Company's Publicly Held Shares was below $15,000,000
for the previous 30 consecutive business days.

In accordance with the NASDAQ Listing Rules, the Company has been
granted a 180-day compliance period to regain compliance with the
requirements of the NASDAQ Listing Rules.  The compliance period
for the MVPHS requirement ends on Feb. 26, 2013.  During the
compliance period, the Company's common shares will continue to be
listed and traded on The NASDAQ Global Select Market.

Pursuant to its discussions with the NASDAQ, the Company intends
to regain compliance with the MVPHS requirement by furnishing
updated information regarding the Company's principal stockholders
in a Form 6-K.  It is anticipated that the information in that
Form 6-K will show that the Company had maintained compliance with
the MVPHS requirement as of Aug. 29, 2012.

As of Aug. 29, 2012, the reference date for NASDAQ, the Company
had 38,969,814 common shares that are expected to be considered as
Publicly Held Shares by the NASDAQ of the total 309,339,711 common
shares outstanding.

                      About NewLead Holdings

NewLead Holdings Ltd., incorporated under the Bermuda Companies
Act of 1981 on Jan. 12, 2005, has been an international shipping
company engaged in the transportation of refined products, such as
gasoline and jet fuel, and dry bulk goods, such as iron ore, coal
and grain.  Based in Piraeus, Greece, the Company currently
operates a fleet of two double-hulled product tankers and three
drybulk carriers.

PricewaterhouseCoopers S.A. in Athens, Greece, said in a May 15,
2012, audit report, that NewLead Holdings Ltd. has incurred a net
loss, has negative cash flows from operations, negative working
capital, an accumulated deficit and has defaulted under its credit
facility agreements resulting in all of its debt being
reclassified to current liabilities.  These raise substantial
doubt about its ability to continue as a going concern, PwC said.

The Company's balance sheet at Dec. 31, 2011, showed US$396.75
million in total assets, US$599.18 million in total liabilities
and a US$202.43 million total shareholders deficit.

The Company reported a net loss of US$290.39 million in 2011,
compared to a net loss of US$86.34 million in 2010.


NORTHCORE TECHNOLOGIES: Launches New Customer Application
---------------------------------------------------------
Northcore Technologies Inc. launched a new customer web presence
delivered through its portfolio company Envision Online Media Inc.

Northcore has acquired Envision, an Ottawa-based software
development company and Microsoft Partner.  Envision has been one
of the most respected boutique web solutions providers in the
National Capital Area for over a decade and brings a complementary
product and skill set to Northcore.

The customer, McDonald Brothers Construction is a significant
player in the large scale construction industry in Eastern Ontario
and more recently throughout Canada.  The company has been in
operation since 1988 and has amassed an enviable record of on time
delivery of major industrial, commercial and institutional
projects while respecting optimal cost and quality profiles.
Additional information can be found at the Company's Web site at:
http://www.mbconstruction.ca/en/home.aspx

The new Web site represents a new industry paradigm in integration
with clients, trades and wholesalers.  Through facilitating the
interaction and collaboration of partners online, it will help to
maximize the value chain for all participants.

"Our current tender portal is completely new, works like a charm,
and will shake up our industry," said Paul McDonald, president of
McDonald Brothers Construction.  "The sharing and access of
project files between players is now accessible from your desk
top, smart phone or tablet."  "Envision listened to what we needed
and they delivered a custom environment that's going to become a
huge part of how we share information with our partners."

"McDonald Brothers Construction is a great company and a fantastic
addition to our growing list of partners," said Amit Monga, CEO of
Northcore Technologies.  "It is always exciting to collaborate
with industry visionaries and we believe that the end product will
serve them well.  This is another example of the superior delivery
capability of our team at Envision."

Further disclosure on Envision's portfolio and capabilities can be
found on their web presence located at
http://www.Envisiononline.ca

                           About Northcore

Toronto, Ontario-based Northcore Technologies Inc. (TSX: NTI; OTC
BB: NTLNF) -- http://www.northcore.com/-- provides a Working
Capital Engine(TM) that helps organizations source, manage,
appraise and sell their capital equipment.  Northcore offers its
software solutions and support services to a growing number of
customers in a variety of sectors including financial services,
manufacturing, oil and gas and government.

Northcore owns 50% of GE Asset Manager, LLC, a joint business
venture with GE.  Together, the companies work with leading
organizations around the world to help them liberate more capital
value from their assets.

The Company reported a loss and comprehensive loss of C$3.93
million in 2011, compared with a loss and comprehensive loss of
C$3.03 million in 2010.

The Company's balance sheet at June 30, 2012, showed
C$3.49 million in total assets, C$852,000 in total liabilities,
and C$2.64 million in shareholders' equity.


OCALA FUNDING: Taps Gamba & Lombana as Deloitte Litigation Counsel
------------------------------------------------------------------
Ocala Funding, LLC, asks the U.S. Bankruptcy Court for the Middle
District of Florida for permission to employ Gonzalo R. Dorta,
P.A. and Gamba & Lombana, P.A., as special litigation local
counsel.

Prior to the Petition Date, Deloitte & Touche LLP provided audit
and related accounting and professional services to the managing
member of the Debtor  -- Taylor Bean & Whitaker Mortgage Corp. --
on a consolidated basis for and certain affiliates of TBW,
including the Debtor.

In 2009, fraud by certain TBW employees was uncovered, resulting
in cessation of TBW's business and ultimately, the Debtors'
business.  On August 2009, TBW and certain affiliates filed
voluntary petitions for relief under Chapter 11.  As a result, TBW
confirmed a plan that, among other things, created the TBW Plan
Trustee to hold and administer certain assets of the estate.

The Debtor and TBW each believe that they hold independent,
although similar and perhaps related claims against Deloitte.
Accordingly, prior to the Petition Date, the Debtor and TBW each
retained Thomas, Alexander & Forrester, LLP and Berger Singerman,
LLP, to litigate their respective claims against Deloitte.  To
facilitate litigation of their claims against Deloitte, the Debtor
and TBW also retained the services of Deloitte litigation local
counsel.  Thereafter, each of TBW and the Debtor sued Deloitte in
the 11th Judicial Circuit in and for Miami-Dade County, Florida.
The litigation is ongoing.

According to the Debtor, retaining the same primary litigation and
local counsel to assist in the prosecution of the claims has
prevented and will continue to prevent, duplication of effort and
total litigation costs.

Gonzalo R. Dorta, principal of the firm, tells the Court that his
hourly rate is $500, and the hourly rates of the firm's personnel
are:

         Attorneys                         $225 - $500
         Associate                         $225 - $500
         Legal Assistants and Paralegal    $100 - $125

To the best of the Debtor's knowledge, the firm represents no
interest adverse to the Debtor's estate with respect to the
Deloitte litigation.

                        About Ocala Funding

Orange, Florida-based Ocala Funding, LLC, a funding vehicle once
controlled by mortgage lender Taylor Bean & Whitaker Mortgage
Corp., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
12-04524) in Jacksonville on July 10, 2012.

Ocala Funding used to be the largest originator and servicer of
residential loans.  Ocala was created by Taylor Bean & Whitaker to
purchase loans originated by TBW and selling the loans to third
parties, Freddie Mac.  In furtherance of this structure Ocala
raised money from noteholders Deutsche Bank AG and BNP Paribas
Mortgage Corp. and other financial institutions, as secured
lenders through sales of asset-backed commercial paper.
The Debtor disclosed $1,747,749,787 in assets and $2,650,569,181
in liabilities as of the Chapter 11 filing.

TBW was forced to file for Chapter 11 relief (Bankr. M.D. Fla.
Case No. 09-07047) on Aug. 24, 2009, amid allegations of fraud by
Taylor Bean's former CEO Lee Farkas and other employees.  Mr.
Farkas is now serving a 30-year prison term for 14 counts of
conspiracy and fraud for being the mastermind of a $2.9 billion
bank fraud.  Mr. Farkas allegedly directed the sale of more than
$1.5 billion in fake mortgage assets to Colonial Bank and
misappropriated more than $1.5 billion from Ocala.  TBW's
bankruptcy also caused the demise of Colonial Bank, which for
years was TBW's primary bank.

TBW and its joint debtor-affiliates confirmed their Second Amended
Joint Plan of Liquidation on July 21, 2011, and the TBW Plan
became effective on Aug. 10, 2011.  The TBW Plan established the
TBW Plan Trust to marshal and distribute all remaining assets of
TBW.

Neil F. Lauria, as CRO for TBW and trustee of the TBW Plan Trust,
signed the Chapter 11 petition of Ocala.

In its Chapter 11 Petition, Ocala estimated more than $1 billion
in assets and debts.  Ocala holds 252 mortgage loans with an
unpaid balance of $42.3 million as of May 31, 2012.  The Debtor
also holds five "real estate owned" properties resulting from
foreclosures.  The Debtor also holds $22.4 million in proceeds of
mortgage loans previously owned by it that are on deposit in an
account in the Debtor's name at Regions Bank.  It also has an
interest in $75 million in cash, consisting of proceeds of
mortgage loans previously owned by the Debtor, that are in an
account maintained by Bank of America, N.A. as prepetition
indenture trustee for the benefit of the Noteholders.  The Debtor
also holds a claim in the current amount of $1.6 billion against
the estate of TBW.

The largest unsecured creditors include the Federal Deposit
Insurance Corp., owed $898,873,958; and Cadwalader, Wickersham &
Taft LLP, owed $1,632,385.

Judge Jerry A. Funk presides over the case.  Proskauer Rose LLP
and Stichter, Riedel, Blain & Prosser, serve as the Debtor's
counsel.  Neil F. Lauria at Navigant Capital Advisors, LLC, serves
as the Debtor's Chief Restructuring Officer.


OCEAN BREEZE PARK: Sec. 341 Creditors' Meeting Set for Sept. 12
---------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a Meeting of Creditors
under U.S.C. Sec. 341(a) meeting in the Chapter 11 case of Ocean
Breeze Park Homeowners' Association, on Sept. 12, 2012, at 10:00
a.m. at 1515 North Flagler Drive, Room 870, West Palm Beach, Fla.
The deadline to file a complaint to determine dischargeability of
certain debts is Nov. 13, 2012.  Proofs of Claim are due by
Dec. 11, 2012.

         About Ocean Breeze Park Homeowners' Association

Jensen Beach, Florida-based Ocean Breeze Park Homeowners'
Association, Inc., filed for Chapter 11 bankruptcy (Bankr. S.D.
Fla. Case No. 12-28820) in West Palm Beach on Aug. 3, 2012.
Bankruptcy Judge Erik P. Kimball presides over the case.

Ocean Breeze Park Homeowners' Association operates a residential
cooperative mobile home park located at 3000 N.E. Indian River
Drive, Jensen Beach.  The shareholders have equity ownership in
the Cooperative, allowing them to hold proprietary leases which
provide for 99-year leasehold agreements.  There are 549 mobile
home units, 39 cottages and 16 recreational vehicle units.  There
are 137 units subject to the proprietary leases.

Bankruptcy Judge Erik P. Kimball presides over the case.  Lawyers
at Furr and Cohen, P.A., serve as the Debtor's counsel.

In its schedules, the Debtor listed $13,472,535 in assets and
$24,870,355 in liabilities.  The petition was signed by Harry
Bartlett, president.


OCEAN BREEZE PARK: Taps Proctor Crook as Accountants
----------------------------------------------------
Ocean Breeze Park Homeowners' Association, Inc., asks the U.S.
Bankruptcy Court for the Southern District of Florida for
authorization to employ Kevin M. Payne, CPA, and Proctor, Crook,
Crowder & Fogal, CPA's, in Stuart, Fla. as the Debtor's accountant
in its bankruptcy case, nunc pro tunc to the Chapter 11 filing.

Proctor Crook will provide these services:

  a. prepare required Federal, State and local tax returns with
     supporting schedules for the tax years ended March 31, 2013,
     et seq.;

  b. prepare monthly compilations of the Debtor-In-Possession's
     financial statements;

  c. assist debtor in preparation of its Plan, Disclosure
     Statement and other work appropriate to this Chapter 11
     proceeding; and

  d. assist in the preparation of the Debtor's Chapter 11 monthly
     operating report.

The Debtor tells the Court that under present circumstances and
reasonable foreseeable circumstances, Kevin M. Payne, CPA, and
Proctor, Crook, Crowder & Fogal, CPA's, represent no interest
adverse to the Debtor.  However, Kevin M. Payne, CPA, and Proctor,
Crook, Crowder & Fogal, CPA's, have acted as accountant for the
Debtor pre-petition performing various accounting service since
July 1, 2011.  There are no outstanding pre-petition fees for
services due to Proctor, Crook, Crowder & Fogal, CPA's.

The Debtor paid the following amounts to the proposed accountant
within the 90 days preceding the filing of the bankruptcy
petition:

          June 13, 2012      $5,635
          July 1, 2012       $9,194
          July 12, 2012     $15,000
          July 13, 2012      $2,837
          July 26, 2012      $5,294
                            -------
             Total          $37,960

Kevin M. Payne, CPA, and Proctor, Crook, Crowder & Fogal, CPA's
have agreed to accept compensation on an hourly basis at its
standard billing rate ranging from $205.00 to $76.00 per hour
based on the individuals in the firm providing services, for
preparation and filing of the required monthly, quarterly and
yearly returns and reports and for preparation of yearly
Federal Income Tax Return and other accounting matters, plus
necessary and actual expenses from the bankruptcy estate pursuant
to the provisions of the Bankruptcy Code.

Todd Laycock, a partner with the proposed accountant, does tax
work for Gary Hendry, one of the secured creditors in this case;
however, Mr. Laycock is not involved with the representation of
the Debtor, and the proposed accountant was in part recommended to
the Debtor by Mr. Hendry.

         About Ocean Breeze Park Homeowners' Association

Jensen Beach, Florida-based Ocean Breeze Park Homeowners'
Association, Inc., filed for Chapter 11 bankruptcy (Bankr. S.D.
Fla. Case No. 12-28820) in West Palm Beach on Aug. 3, 2012.
Bankruptcy Judge Erik P. Kimball presides over the case.

Ocean Breeze Park Homeowners' Association operates a residential
cooperative mobile home park located at 3000 N.E. Indian River
Drive, Jensen Beach.  The shareholders have equity ownership in
the Cooperative, allowing them to hold proprietary leases which
provide for 99-year leasehold agreements.  There are 549 mobile
home units, 39 cottages and 16 recreational vehicle units.  There
are 137 units subject to the proprietary leases.

Bankruptcy Judge Erik P. Kimball presides over the case.  Lawyers
at Furr and Cohen, P.A., serve as the Debtor's counsel.

In its schedules, the Debtor listed $13,472,535 in assets and
$24,870,355 in liabilities.  The petition was signed by Harry
Bartlett, president.


OCONEE REGIONAL: S&P Lowers Rating on Revenue Debt to 'B+'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Baldwin
County Hospital Authority, Ga.'s revenue debt, issued for Oconee
Regional Medical Center, two notches to 'B+' from 'BB'. The
outlook is negative.

"The multinotch downgrade reflects Standard & Poor's assessment of
the medical center's sharp operating performance deterioration in
fiscal 2011 that exceeded the previous negative trend that
resulted in Standard & Poor's decision to lower the rating and
assign a negative outlook during its last review. More
specifically, Oconee reported a large operating loss in fiscal
2011 that resulted in a debt service coverage violation," S&P
said.

"The negative outlook reflects Standard & Poor's uncertainty about
the hospital's ability to make debt service payments and its
ongoing financial viability due to its current operating
challenges and inability to obtain a waiver from bondholders to
date," S&P said.

"We could lower the rating further if Oconee were unable to
maintain 1.3x debt service coverage over a sustained period or if
any material balance sheet deterioration were to occur," said
Standard & Poor's credit analyst Margaret McNamara. "We, however,
could consider returning the outlook to stable if Oconee were to
generate maximum annual debt service coverage consistently in
excess of 1.5x and if we believe this were sustainable."

"According to Oconee's bond documents, the event of default makes
the debt callable and gives the trustee and bondholders the
ability to accelerate the debt. The rating service recognizes
Oconee submitted a formal request for a waiver for the event of
default to the trustee. According to the trustee, however, to
date, Oconee has not obtained a waiver. Standard & Poor's
understands that Oconee continues to make timely monthly principal
payments and that, to date, it has not yet accessed the debt
service reserve fund," S&P said.

"In addition, while the operating losses appear to be slowing year
to date through the 10-month period ended July 31, Oconee is still
reporting decreasing revenue and sizable operational losses.
Oconee could again be at risk of violating its debt service
coverage covenant at year-end; there, however, is some room due to
the current calculation that shows debt service coverage of 1.6x
compared with the required calculation of 1.2x. Standard & Poor's
believes the operating environment will likely remain challenging
for Oconee due to a difficult service area economy and the fact
that Oconee has recently learned it will lose its Atlanta
metropolitan statistical area designation; Standard & Poor's
understands this will ultimately result in the loss of $1.5
million of revenue annually, beginning on Oct. 1, 2012," S&P said.

"Oconee's balance sheet provides limited flexibility due to, what
Standard & Poor's views as, its light liquidity and weak cash-to-
long-term-debt ratio. The rating service believes these credit
factors indicate Oconee is currently vulnerable to adverse
business and financial conditions related to its ability to make
debt service payments, which, by Standard & Poor's definition,
indicates a 'B' rating," S&P said.

A gross revenue pledge of the medical center secures the bonds.


ODYSSEY PICTURES: Palmstierna Moberg Holds 5.1% Equity Stake
------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Palmstierna Moberg Invest & Medicin AB disclosed that,
as of June 5, 2012, it beneficially owns 4,175,262 shares of
common stock of Odyssey Pictures Corporation representing 5.06% of
the shares outstanding.  A copy of the filing is available at:

                         http://is.gd/VesYYT

                            About Odyssey

Plano, Tex.-based Odyssey Pictures Corp., during the nine months
ended March 31, 2012, realized revenues from the sale of branding
and image design products and media placement services.  As of the
date of the filing of this report, the Company's ongoing
operations have consisted of the sale of these branding and image
design products, increasing media inventory, productions in
progress and development of IPTV Technology and related services.

The Company's balance sheet at March 31, 2012, showed
$1.01 million in total assets, $3.62 million in total liabilities,
and a stockholders' deficit of $2.61 million.

Michael F. Cronin, in Orlando, Fla., expressed substantial doubt
about Odyssey Pictures' ability to continue as a going concern,
following the Company's results for the fiscal year ended June 30,
2011.  The independent auditor noted that the Company has a $1.9
million working capital deficiency.  "The Company may not have
adequate readily available resources to fund operations through
June 30, 2012.  This raises substantial doubt about the Company's
ability to continue as a going concern."


OLYMPIC HOLDINGS: Wants to Employ M. Jonathan Hayes as Counsel
--------------------------------------------------------------
Olympic Holdings, LLC, asks the Bankruptcy Court to employ the law
offices of M. Jonathan Hayes as its general bankruptcy counsel.

The Debtor requires the services of Hayes to render these types of
professional services relating to the Chapter 11 proceeding:

     A. Preparation of the schedules and the additional forms
        required to begin the bankruptcy case;

     B. Advice and assistance regarding compliance with the
        requirements of the United States Trustee;

     C. Advice regarding matters of bankruptcy law, including the
        rights and remedies of the Debtor in regard to its assets
        and with respect to the claims of creditors;

     D. Negotiate use of cash collateral and obtain court
        permission for same;

     E. Conduct examinations of witnesses, claimants or adverse
        parties and prepare and assist in the preparation of
        reports, accounts and pleadings;

     F. Advice concerning the requirements of the Bankruptcy Code
        and applicable rules;

     G. Assist with the negotiation, formulation, confirmation and
        implementation of a Chapter 11 plan;

     H. Make any appearances in the Bankruptcy Court on behalf of
        the Debtor; and

     I. to take such other action and to perform such other
        services as the Debtor may require.

Hayes will render services to the Debtor at his regular hourly
rates, which may be subject to adjustment from time to time, and
Hayes understands that his compensation in this case is subject to
approval of this court.  Hayes will bill his time in this case at
$385 per hour, associate Roksana Moradi at $265 per hour, and
associate Carolyn Afari at $165 per hour.  Hayes also intends to
apply for compensation and reimbursement for fees incurred and
costs advanced.

The Debtor assured the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

Beverly Hills, California-based Olympic Holdings, LLC, filed a
bare-bones Chapter 11 petition (Bankr. C.D. Calif. Case No.
12-32707) on June 29, 2012 in Los Angeles.  The Debtor estimated
assets and liabilities of $10 million to $50 million.

A related entity, Wooton Group, LLC, earlier sought bankruptcy
protection (Case No. 12-31323) on June 19, 2012.


OLYMPIC HOLDINGS: JPMorgan Says Case Filed in Bad Faith
-------------------------------------------------------
JPMorgan Chase Bank, N.A., asks the Bankruptcy Court for relief
from the automatic stay to permit JPMC to pursue all of its
remedies under its loan documents with Olympic Holdings, LLC, and
under applicable state law with respect to the Debtor's property
and to annul the automatic stay with respect to JPMC's actions in
connection with a state court action.

JPMC is a secured creditor with respect to its $12 million loan to
Olympic Holdings on a real property and improvements located at
4851 S. Alameda Street in Los Angeles, Calif., including the
rents, issues, profits, and proceeds of the Property, which Rents
constitute JPMC's cash collateral.

Douglas J. Tennant, Esq., at Frankel & Tennant P.C., representing
JPMorgan, tells the Court that the Debtor's bankruptcy case was
filed in bad faith to delay, hinder and defraud JPMC.  The Debtor
filed the bankruptcy case the day of JPMC's scheduled hearing on
the appointment of a receiver on the Property.  The Debtor itself
admits that it filed the bankruptcy case for the purpose of
delaying and obstructing JPMC's hearing for the appointment of a
receiver on the Property.

Mr. Tennant notes that the case is a two-party dispute only.  JPMC
is one of only a few creditors scheduled by the Debtor.  More
importantly, JPMC holds more than 94.4% in amount of the total
claims against the Debtor.

According to Mr. Tennant, the Debtor willfully failed to disclose
in its petition that this case is a Single Asset Real Estate case
as defined in 11 U.S.C. Section 10J(51B).  The Debtor failed to
disclose in its petition that the case is a single Asset Real
Estate case.  The Debtor admits that it has no employees and no
assets other than the Property and $10,000 in a bank account.  The
rental income generated by the Property is the Debtor's sole
source of income.  This is a clear cut Single Asset Real Estate
case.  The Debtor's failure to properly disclose this information
is further evidence of Debtor's bad faith.

Mr. Tennant contends that the Debtor has been skimming rents from
the Property since December 2011.  The Debtor discloses that the
Property generates monthly rental income of $97,729.  It is
reasonable to conclude that the Debtor received approximately
$684,103 of rental income between December 1, 2011, and June 30,
2012.  The Debtor's filings reflect that monthly operating income
for the Property is approximately $18,200.  The Debtor has not
made a payment to JPMC since November 2011, and has also failed to
pay the last two real property tax installments.  Thus, it is
reasonable to conclude that Debtor's only expenses between
December 2011 and June 2012 were the Property's operating expenses
which were equal to approximately $91,000.

Mr. Tennant states that the Debtor has breached its fiduciary
duties by providing improper benefits to insiders.  The Debtor has
allowed Antiquadan Traders (an insider) to occupy approximately
30% of the Property without paying rent.  A debtor-in-possession
owes certain fiduciary duties to its creditors, including the duty
to maximize the return on property of the estate.  The Debtor has
and continues to fail to comply with its fiduciary duties.

Mr. Tennant notes that the Debtor has been using cash collateral
without authorization from the Court or JPMC.  It is undisputed
that the Debtor has never received authorization to use cash
collateral from the Court or JPMC.  The Debtor's sole source of
income is the rental income generated by the Property.
Consequently, it appears that the Debtor is using cash collateral
without authority from the Court or permission from JPMC.

Mr. Tennant argues the JPMC lacks adequate protection of its
interest in the Property.  As of Aug. 2, 2012, the total claim of
JPMC and interests senior to JPMC's on the Property is at least
$14,523,769.  JPMC has obtained an appraisal of the Property from
an appraiser which values the property at $13.5 million.
Accordingly, even excluding costs of sale of 6% or $810,000, there
clearly is no equity in the Property for the Debtor or the
bankruptcy estate.  Moreover, there is compelling evidence that
the fair market value of the Property is declining.  The appraisal
report evidences that the fair market value of the Property has
decreased approximately 5.3% since December 1, 2010.
Consequently, JPMC is not adequately protected and entitled to
relief from the automatic stay.

JPMorgan Chase Bank, N.A., is represented by:

          Douglas J. Tennant, Esq.
          FRANKEL & TENNANT, P.C.
          895 Dove Street
          Newport Beach, CA 92660
          Tel: (949) 222-3456
          Fax: (949) 222-3453

Beverly Hills, California-based Olympic Holdings, LLC, filed a
bare-bones Chapter 11 petition (Bankr. C.D. Calif. Case No.
12-32707) on June 29, 2012 in Los Angeles.  The Debtor estimated
assets and liabilities of $10 million to $50 million.

A related entity, Wooton Group, LLC, earlier sought bankruptcy
protection (Case No. 12-31323) on June 19, 2012.


OTOLOGICS LLC: Court OKs Sale to Cochlear for $14 Million
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Otologics LLC, a developer of hearing devices, was
authorized Sept. 6 by the U.S. Bankruptcy Court in St. Louis to
sell the assets for about $14 million to Cochlear Ltd.  There were
no competing bids.  Cochlear swapped $10.3 million in secured debt
and cash of $3.7 million for ownership of the assets.

                          About Otologics

Otologics, L.L.C., filed a Chapter 11 petition (Bankr. E.D. Mo.
Case No. 12-47045) in St. Louis on July 23, 2012, intending to
sell its assets to Cochlear Limited.

Otologics was founded in 1996 to acquire ceratin implantable
hearing device technology from Storz Instrument Co, and further
develop and test such technology for future commercial
marketability.  The Debtor's first product, the semi-implantable
MET (middle ear implant) has received the CE Mark and is currently
being sold in Europe.  In October 2006, the Debtor completed the
European clinical trial for its second product, the fully
implantable CARINA middle ear implant, and received the CE Mark,
authorizing European sales. In the United States, the CARINA fully
implantable device is currently in Phase II clinical trials.

The Debtor's proprietary technology is protected with roughly
40 U.S. patents, 17 pending applications, and 46 proposed
applications.  The Debtor also has roughly 11 issued patents and
18 pending patent applications in various international
jurisdictions.  The patents cover hearing implant systems,
actuators, electrical stimulation and implanted microphones.  The
Debtor owns or has exclusive, worldwide licenses to these patents
and applications, many of which cover the design and manufacture
of its products.

Cochlear is a global participant in the hearing impaired device
industry. It is publicly traded on the Australian Stock exchange
and has over 2,500 employees.

Bankruptcy Judge Charles E. Rendlen III oversees the case.
Otologics is represented in the case by Thompson Coburn LLP as
lead bankruptcy counsel, and Roberts & Olivia LLP as special
counsel.

The petition was signed by Jose H. Bedoya, chief executive
officer.


OVERLAND STORAGE: Incurs $2.7 Million Net Loss in Fourth Quarter
----------------------------------------------------------------
Overland Storage reported a net loss of $2.69 million on $15.30
million of net revenue for the three months ended June 30, 2012,
compared with a net loss of $3.72 million on $17.56 million of net
revenue for the same period during the prior year.

The Company reported a net loss of $16.16 million on $59.63
million of net revenue for the year ended June 30, 2012, compared
with a net loss of $14.50 million on $70.19 million of net revenue
for the year ended June 30, 2011.

The Company's balance sheet at June 30, 2012, showed $38.26
million in total assets, $35.22 million in total liabilities and
$3.04 million in shareholders' equity.

Total cash and cash equivalents at June 30, 2012, was $10.5
million, compared to $10.2 million at June 30, 2011.  At June 30,
2012, the Company had $3.5 million outstanding under its credit
facility.

"We are very pleased with the progress we made in the past year to
continue the transformation of our business in fiscal 2012.  We
introduced several significant new products, improved gross
margins, lowered our operating expenses and received validation of
two key patents in our intellectual property portfolio," said Eric
Kelly, President and CEO of Overland Storage.  "As we continue to
make substantial operational improvements, we remain focused on
innovative product introductions, accelerating our revenue growth
and achieving profitability.  In addition to greater sales from
these new products, we expect to see acceleration in revenue
growth as we enter the fourth calendar quarter from our recently
launched SnapSAN solutions and our Scale-out NAS product, which is
scheduled to launch as planned."

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

                        http://is.gd/XXAdNG

                      About Overland Storage

San Diego, Calif.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.

In its report accompanying the fiscal 2011 financial statements,
Moss Adams LLP, in San Diego, California, noted that the Company's
recurring losses and negative operating cash flows raise
substantial doubt about the Company's ability to continue as a
going concern.


PACIFIC GOLD: Investor Converts Debt Into 52.9MM Common Shares
--------------------------------------------------------------
On Aug. 2, 2012, a holder of $150,000 in principal amount of debt
issued by Pacific Gold Corp. transferred the obligation to a third
party.  In connection with the transfer, the Company agreed to
modify the rate of conversion of principal and interest into
shares of common stock to a formula based on the market value of a
share of common stock, from time to time.  The investor has
converted a portion of the debt obligation into 52,983,987 shares
of common stock on a restricted issuance basis, which has been
sold by the third party investor under Rule 144.  The Company
anticipates that an additional 15,000,000 shares will be issued on
conversion of the balance of the debt obligation, based on the
current market prices and the conversion formula of the
obligation.

                        About Pacific Gold

Las Vegas, Nev.-based Pacific Gold Corp. is engaged in the
identification, acquisition, and development of prospects believed
to have gold mineralization.  Pacific Gold through its
subsidiaries currently owns claims, property and leases in Nevada
and Colorado.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Silberstein Ungar,
PLLC, in Bingham Farms, Michigan, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred losses
from operations, has negative working capital and is in need of
additional capital to grow its operations so that it can become
profitable.

The Company reported a net loss of $1.38 million in 2011, compared
with a net loss of $985,278 in 2010.

The Company's balance sheet at June 30, 2012, showed $1.48 million
in total assets, $6.16 million in total liabilities and a $4.68
million total stockholders' deficit.


PACIFIC THOMAS: Taps Matlock Law as General Insolvency Counsel
--------------------------------------------------------------
Pacific Thomas Corporation asks the U.S. Bankruptcy Court for the
Northern District of California, Oakland Division, for permission
to employ Matlock Law Group, P.C., as Debtor's general insolvency
counsel.

Matlock Law Group will:

  a. advise and assist the Debtor with respect to
     compliance with the requirements of the United States
     Trustee;

  b. advise the Debtor regarding matters of bankruptcy law,
     including the rights and remedies of a debtor-in-possession;

  c. represent the Debtor with respect to applications, motions
     and adversary proceedings and other hearing in the Bankruptcy
     Court and in any action in any other court where the Debtor's
     rights under the Bankruptcy Code may be litigated or
     affected; and

  d. conduct examination of witnesses, claimants, or adverse
     parties and to prepare and assist in the preparation of
     reports, accounts and pleadings related to the Chapter 11
     case.

The current hourly rates for attorneys and paralegals who are
expected to provide services are:

   * Attorneys:  Anne-Leith Matlock, Esq.    $325.00
                 K. Brian Matlock, Esq.      $325.00
                 Patrick Perkins. Esq.       $325.00
                 Kathrin R. Dimas, Esq.      $250.00

   * Paralegals: Janis Klein                 $125.00
                 Karen Smith                 $125.00

To the best of Debtor's knowledge, no member or employee of the
law firm has any connection with the Debtor, Debtor's creditors,
any other party in interest, or with its respective attorneys and
accountants, the U.S. Trustee or any person employed by the U.S.
Trustee outside of the law firm's legal representation of Debtor.

The Debtor tells the Court that they retained the law firm in
June 2011 to pursue a Chapter 11 filing but other pre-bankruptcy
planning issues arose and required the law firm to defend Debtor
in a pre-bankruptcy receivership action.  The Debtor was hoping to
reorganize through the receivership but on the eve of a
foreclosure sale on Aug. 6, 2012, the Debtor was forced to
eventually file the instant bankruptcy case.  The Debtor and the
law firm believe that the law firm is "disinterested", as that
term is defined in Section 101(14) of the Bankruptcy Code.

                    About Pacific Thomas Corp.

Walnut Creek, California, Pacific Thomas Corporation filed a
Chapter 11 petition (Bankr. N.D. Calif. Case No. 12-46534) in
Oakland on Aug. 6, 2012, estimating in excess of $10 million in
assets and liabilities.

The Debtor is related to Pacific Thomas Capital, which specializes
in real estate services, focusing on the investment, ownership and
development of commercial real estate properties, according to
http://www.pacificthomas.com/ Real estate activities has spanned
throughout the Hawaiian Islands as well as U.S. West Coast
locations in California, Nevada, Arizona and Utah.  Hawaii based
activities are managed under the name Thomas Capital Investments.

Bankruptcy Judge M. Elaine Hammond presides over the case.  Anne-
Leith Matlock, Esq., at Matlock Law Group, P.C.  The petition was
signed by Jill V. Worsley, COO, secretary.

In its schedules, the Debtor disclosed $19,960,679 in assets and
$16,482,475 in liabilities as of the petition date.




PACTIV CORP: $300-Mil. Note Rating Lowered to Caa2
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Pactiv Corp. saw its $300 million in 8.125% senior
unsecured bonds lowered by one step Sept. 6 to a Caa2 rating as
Moody's Investors Service downgraded affiliates, including parent
Reynolds Group Holdings Ltd.  The parent's corporate grade slipped
one level to B3.  Pactiv's unsecured notes last traded Sept. 6 for
92.5 cents on the dollar, to yield 10.143 percent, according to
Trace, the bond-price reporting system of the Financial Industry
Regulatory Authority.  Reynolds, based in Auckland, New Zealand,
acquired Pactiv in a $5.9 billion transaction in November 2010.
Pactiv is based in Lake Forest, Illinois.


PANDA SHERMAN: S&P Affirms Prelim 'B+' Rating on $350MM Credit
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its preliminary 'B+'
senior secured rating and '2' recovery rating on Panda Sherman
Power LLC's (Sherman) proposed first-lien senior secured $320
million term loan B and $30 million letter-of-credit facility.
The '2' recovery rating indicates substantial recovery (70% to
90%) of principal in a default scenario. The outlook is stable.

"Sherman is a special-purpose, bankruptcy-remote operating entity,
set up to build the Panda Sherman Power Plant, a 758-megawatt (MW)
natural gas-fired facility in Sherman, Texas, about 60 miles north
of Dallas. The unit will dispatch into the North sub-region of the
Electric Reliability Council of Texas (ERCOT) interconnect.
Sherman will initially be capitalized with $380 million of equity
and $350 million of secured debt," S&P said.

"We expect project construction will last until 2014. Upon
completion, Sherman will generate revenue by selling electricity
into the ERCOT market. We expect revenues to be volatile, although
the volatility will be somewhat muted by financial hedges. Initial
leverage is about $461 per kilowatt (kW), falling to about $353
per kW under our base case assumptions at maturity (midyear 2018),
suggesting moderate refinancing risk. By way of reference, power
plants in the region have sold in the $300 to $400 per kW area in
more difficult market conditions. 'We will finalize the rating
following the financial close of the transaction and a successful
review of the executed transaction documents," said Standard &
Poor's credit analyst Nora Pickens.

"The stable outlook on the debt ratings reflects our view that the
project has sufficient liquidity during the construction phase and
that the cash flows, while volatile, will comfortably cover debt
service throughout the debt tenor. A downgrade is possible if our
expectation of debt at maturity changes to greater than $400 per
kW or if DSCRs steadily decline below 1.10x. This would likely
result from construction delays, lower-than-expected spark
spreads, poor operational performance, or higher operating and
maintenance costs. An upgrade would require a large and
sustainable improvement in merchant market prices that would
reduce refinance risk to below $100 per kW," S&P said.


PAR PHARMACEUTICAL: S&P Assigns 'B+' Prelim Corp. Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B+'
corporate credit rating to Woodcliff Lake, N.J.-based
pharmaceutical company Par Pharmaceuticals Cos. Inc. The outlook
is stable.

"At the same time, we assigned a preliminary 'B+' issue-level
rating to the company's senior secured credit facility, which
consists of a $980 million term loan B and a $150 million
revolving credit facility (undrawn). The credit facility has a
recovery rating of '3', indicating our expectation of meaningful
(50%-70%) recovery in the event of payment default," S&P said.

"We also assigned a preliminary 'B-' issue-level rating to the
company's $490 million of senior unsecured notes. The notes have a
recovery rating of '6', indicating our expectation of negligible
(0%-10%) recovery in the event of payment default," S&P said.

"The rating on Par reflects our assessment that the company has a
'weak' business profile because of its position as the fifth-
largest generic pharmaceutical company and its lack of scale
compared with other larger generic companies," said Standard &
Poor's credit analyst Michael Berrian. "We also believe that Par
has an 'aggressive' financial risk profile. Despite pro forma
leverage of 5.3x at June 30, 2012, we expect that EBITDA growth
and the use of some free cash flow for debt reduction will bring
leverage to less than 5x over the next year. Par is a manufacturer
and marketer of a broad portfolio of generic drugs," S&P said.

"The stable outlook reflects our expectation that revenue growth
will result in higher free cash flow that we believe the company
will use for debt reduction over the near term," S&P said.

"We could lower the rating if EBITDA growth is less than we expect
and the company can't meaningfully reduce debt. This would result
in leverage increasing to more than 5x, at which point we would
consider the company's financial risk profile 'highly leveraged.'
Revenue growth of 11% or less and margins of 47% or less, without
prospects for immediate improvement, would result in this
outcome," S&P said.

"We could raise the rating if the company both reduces leverage
and sustains it at less than 4x with a financial policy committed
to preserving stronger credit protection measures. We do not
consider this likely, though, given sponsor ownership and future
demands to use cash flow for business development activities to
grow its generic division," S&P said.


PARADISE HARBOR: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Paradise Harbor Place Trust
        c/o Resources Group LLC
        900 Las Vegas Blvd S. #810
        Las Vegas, NV 89107

Bankruptcy Case No.: 12-20213

Chapter 11 Petition Date: September 4, 2012

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce T. Beesley

Debtor's Counsel: Ryan Alexander, Esq.
                  LAW OFFICES OF RYAN ALEXANDER
                  200 E. Charleston Blvd
                  Las Vegas, NV 89104
                  Tel: (702) 222-3476
                  Fax: (702) 252-3476
                  E-mail: ryan@thefirm-lv.com

Scheduled Assets: $1,249,000

Scheduled Liabilities: $2,907,550

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/nvb12-20213.pdf

The petition was signed by Eddie Haddad, managing owner.

Affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
4208 Rollingstone Dr Trust             12-12363   03/01/12
Bourne Valley Court Trust              12-16387   05/31/12
Cape Jasmine Court Trust               12-17498   06/26/12
Oliver Sagebrush Dr Trust              12-18558   07/23/12
River Glider Ave Trust                 12-17862   07/03/12
Villa Vecchio Court Trust              12-15254   05/02/12


PEREGRINE FINANCIAL: Trustee Proposes to Distribute $123 Million
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee for commodity broker Peregrine Financial
Group Inc. filed papers Sept. 5 for bankruptcy court permission to
make a first distribution of $123 million to futures customers
from the $181 million in customer property he is holding.

According to the report, there will be a hearing on Sept. 12 in
U.S. Bankruptcy Court in Chicago to approve the interim
distribution.  If the judge goes along, futures customers with
accounts of less than $50,000 will receive payments by Sept. 28.
Distributions to other futures customers will begin about Oct. 15.

The report relates that the interim distribution will be 30% for
so-called 4d customers with commodity futures and options
accounts.  The first distribution will be 40% for so-called 30.7
customers with accounts for trading futures or options on foreign
exchanges.  The distribution will be made under commodity
brokerage provision in the Bankruptcy Code because Peregrine isn't
covered by the Securities Investors Protection Act and its
customers therefore aren't entitled to payments from the SIPC
fund.  Trustee Ira Bodenstein explained in his filing Sept. 5 that
foreign exchange and so-called metals customers don't qualify as
having customer accounts and won't be covered by the first
distribution.  They will be covered by later distributions.

The report notes that Mr. Bodenstein is holding back $58 million
pending resolutions of customers claims and determinations if
there were any "inappropriate historical cash movements."  The
trustee said he will entertain offers from other brokers to
receive bulk transfers of customers' accounts.  The U.S. Commodity
Futures Trading Commission started a receivership on July 10 in
U.S. District Court in Chicago, where the judge appointed a
receiver and froze the assets the same day.  The company itself
filed a liquidating Chapter 7 petition later that day, leading to
Mr. Bodenstein's appointment.

                     About Peregrine Financial

Peregrine Financial Group Inc. filed to liquidate under Chapter 7
of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 12-27488)
on July 10, 2012, disclosing between $500 million and $1 billion
of assets, and between $100 million and $500 million of
liabilities.

Earlier that day, at the behest of the U.S. Commodity Futures
Trading Commission, a U.S. district judge appointed a receiver and
froze the firm's assets.  The firm put itself into bankruptcy
liquidation in Chicago later the same day.  The CFTC had sued
Peregrine, saying that more than $200 million of supposedly
segregated customer funds had been "misappropriated."  The CFTC
case is U.S. Commodity Futures Trading Commission v. Peregrine
Financial Group Inc., 12-cv-5383, U.S. District Court, Northern
District of Illinois (Chicago).

Peregrine's CEO Russell R. Wasendorf Sr. unsuccessfully attempted
suicide outside a firm office in Cedar Falls, Iowa, on July 9.

The bankruptcy petition was signed in his place by Russell R.
Wasendorf Jr., the firm's chief operating officer. The resolution
stated that Wasendorf Jr. was given a power of attorney on July 3
to exercise if Wasendorf Sr. became incapacitated.

Peregrine Financial is the regulated unit of the brokerage
PFGBest.

At a quickly-convened hearing on July 13, the bankruptcy judge
authorized the Chapter 7 trustee to operate Peregrine's business
on a "limited basis" through Sept. 13.


PHIL'S CAKE: Files for Chapter 11 in Tampa
------------------------------------------
Phil's Cake Box Bakeries, Inc., doing business as Alessi's Bakery,
filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 12-13635)
in Tampa, Florida, on Sept. 5, 2012.

No first day motions were filed other than an application to
employ Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser,
in Tampa, as counsel.

According to the case docket, the Chapter 11 plan and the
explanatory disclosure statement are due Jan. 3, 2013.


PHIL'S CAKE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Phil's Cake Box Bakeries, Inc.
        dba Alessi's Bakery
        aka Alessi Bakery
        5202 Eagle Trail Drive
        Tampa, FL 33634

Bankruptcy Case No.: 12-13635

Chapter 11 Petition Date: September 5, 2012

Court: U.S. Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Harley E. Riedel, Esq.
                  STICHTER RIEDEL BLAIN & PROSSER, P.A.
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602
                  Tel: (813) 229-0144
                  E-mail: hriedel.ecf@srbp.com

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

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

The petition was signed by Philip Alessi, Jr., president.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Sysco Food Services                --                      $77,098
West Coast Florida Inc.
P.O. Box 1839
Palmetto, FL 34220

Sunny Morning Foods, Inc.          --                      $47,752
5330 NW 35th Avenue
Ft. Lauderdale, FL 33309

Southeastern Paper Group           --                      $43,762
P.O. Box 890672
Charlotte, NC 28289-0672

Flavor Right                       --                      $42,281

Dawn Food Products Inc.            --                      $37,439

Paramount Marketing Group          --                      $35,016

FACS                               --                      $26,187

SunTrust Bankcard, N.A.            --                      $23,738

Tampa Electric Company             --                      $23,724

Stephen Gould of Florida           --                      $22,576

eWorkplace Solutions, Inc.         --                      $22,376

Gregory Sharer & Stuart            --                      $18,628

Blue Cross Blue Shield Florida     --                      $18,403

Rich Products Corporation          --                      $16,272

Bakemark Best Brands Inc.          --                      $15,950

Paradise Plastics Inc.             --                      $14,639

Niagara Distributors Inc.          --                      $14,024

K L M Realty Inc.                  --                      $13,375

GloVal Industries, LLC             --                      $12,600

Zep Manufacturing Company          --                      $11,973


PINNACLE AIRLINES: Wants Deal Cut With Union by Sept. 13
--------------------------------------------------------
Lez Fedor at MinnPost notes that the pilots union of Pinnacle
Airlines said the airline is pressing for its pilots to take 7% to
24% hourly pay cuts and a host of other concessions.  If the
pilots and the airline fail to strike a deal by Sept. 13, 2012,
Pinnacle management has signaled it would ask the bankruptcy judge
to throw out the pilots' contract and allow management to impose
work terms.

According to the report, Tom Wychor, Pinnacle pilots union
chairman, said in a MinnPost interview that he's willing to
negotiate a fair contract, but warns that forcing management's
work terms on pilots would have dire consequences.  "If they
impose, we will liquidate," Mr. Wychor said, explaining that
pilots would leave Pinnacle in droves for other airlines or exit
the industry and the airline couldn't survive the upheaval.  He
emphasized that Pinnacle already has had trouble attracting new
pilot hires.

In addition, the carrier has acknowledged that it has struggled to
meet its operational goals, and Mr. Wychor argued that Pinnacle
needs to avoid putting more "stress" on the system that would be
caused by high turnover in the pilot and other employee ranks, the
report says.

                      About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems Bankruptcy
Solutions serves as the claims and noticing agent.  The petition
was signed by John Spanjers, executive vice president and chief
operating officer.

Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.  Debtor-affiliate
Colgan Air, Inc. disclosed $574,482,867 in assets and $479,708,060
in liabilities as of the Chapter 11 filing.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

The official committee of unsecured creditors tapped Morrison &
Foerster LLP as its counsel, and Imperial Capital, LLC, as
financial advisors.

Pinnacle has the exclusive right to propose a reorganization plan
until Jan. 25.


PROFESSIONAL ROOFING: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Professional Roofing, Inc.
        dba Prefessional Roofing
        dba Professional Exteriors
        dba Professional Roofing and Exteriors
        5790 Lamar Street
        Arvada, CO 80002

Bankruptcy Case No.: 12-28478

Chapter 11 Petition Date: September 4, 2012

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Michael E. Romero

Debtor's Counsel: Stephen C. Nicholls, Esq.
                  NICHOLLS & ASSOCIATES, P.C.
                  1850 Race St.
                  Denver, CO 80206
                  Tel: (303) 329-9700
                  E-mail: steve.nicholls@nichollslaw.com

Scheduled Assets: $327,215

Scheduled Liabilities: $1,923,766

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/cob12-28478.pdf

The petition was signed by Daniel J. Cupit, president.


PROTEONOMIX INC: Restates Q1 Report to Correct Errors
-----------------------------------------------------
Proteonomix, Inc., has restated its financial statements for the
three months ended March 31, 2012, to reflect errors in the
accounting treatment under ASC 815 for the Series A, B, and C
warrants that were issued in the private placement on March 5,
2012.  The warrant value was originally treated as equity in
additional paid in capital.  After further review of the ASC, the
Company has reclassified this value as a derivative liability at
inception on March 5, 2012, and will adjust the fair value of this
derivative liability each reporting period.

The net effect of the reporting for the warrants as a derivative
was a reclassification of $2,747,204 from equity to liabilities at
March 5, 2012, then a subsequent fair value adjustment at
March 31, 2012, which reduced the liability by $932,145 to other
income.  This $932,145 adjustment to the net loss brought the net
loss for the three months ended March 31, 2012, from $2,192,193 to
$1,260,048.  This change decreased the loss per share from $0.28
to $0.16, and reduced the accumulated deficit to $22,011,917 from
$22,944,062.

The Company reported a net loss of $1.3 million on $2,290 of
revenues for the three months ended March 31, 2012, compared with
a net loss of $299,524 on $8,165 of revenues for the same period
of the prior year.

The Company's balance sheet at March 31, 2012, showed $7.0 million
in total assets, $8.5 million in total current liabilities, and a
stockholders' deficit of $1.5 million.

"There is no guarantee that the Company will be able to raise
enough capital or generate revenues to sustain its operations.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern for a reasonable period."

KBL, LLP, in New York City, expressed substantial doubt about
Proteonomix's ability to continue as a going concern, following
the Company's results for the year ended Dec. 31, 2011.  The
independent auditors noted that the Company has sustained
significant operating losses and is currently in default of its
debt instrument and needs to obtain additional financing or
restructure its current obligations.

A copy of the Form 10-Q/A is available at http://is.gd/Rtzi6l

Paramus, N.J.-based Proteonomix, Inc., is a biotechnology company
engaged in the discovery and development of cell therapeutics,
tissue banking services and cosmeceutical products.


PROTEONOMIX INC: Amends Q1 Form 10-Q, Reports $1.3MM Net Loss
-------------------------------------------------------------
Proteonomix, Inc., filed with the U.S. Securities and Exchange
Commission an amended first quarter report to reflect a net loss
applicable to common shares of $1.26 million on $2,290 of sales
for the three months ended March 31, 2012.  The Company originally
reported a net loss applicable to common shares of $2.19 million
on $2,290 of sales for the first quarter of 2012.

The Company's restated balance sheet at March 31, 2012, showed
$6.99 million in total assets, $8.45 million in total liabilities
and a $1.45 million total stockholders' deficit.  The Company
previously reported $6.99 million in total assets, $6.64 million
in total liabilities and $356,650 in total stockholders' equity at
March 31, 2012.

The restatement was due to the accounting for the Series A, B, and
C warrants issued in connection with the transaction the Company
closed in March 2012.  The accounting treatment for these warrants
require the Company to account for them as liabilities rather than
equity, and to adjust this liability at each reporting date
utilizing fair value accounting.

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

                        http://is.gd/Rtzi6l

                         About Proteonomix

Proteonomix, Inc. (OTC BB: PROT) -- http://www.proteonomix.com/--
is a biotechnology company focused on developing therapeutics
based upon the use of human cells and their derivatives.

The Company reported a net loss applicable to common shares of
$1.38 million in 2011, compared with a net loss applicable to
common shares of $3.47 million in 2010.

After auditing the financial statements for the year ended
Dec. 31, 2011, KBL, LLP, in New York, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has sustained
significant operating losses and is currently in default of its
debt instrument and needs to obtain additional financing or
restructure its current obligations.

The Company's balance sheet at June 30, 2012, showed $5.75 million
in total assets, $6.33 million in total liabilities and a $584,199
total stockholders' deficit.


PURADYN FILTER: Settles Civil Suit with Former CEO
--------------------------------------------------
In July 2009, Puradyn Filter Technologies Incorporated filed a
lawsuit in the Circuit Court in 15th Judicial District in and for
Palm Beach County, Florida, styled Puradyn Filter Technologies,
Inc., versus Richard C. Ford case number 502009CA023128XXXXMB.  In
this action against Mr. Ford, the Company's former Chief Executive
Officer, the Company alleged non-payment of three promissory notes
totaling $756,250 with interest at a rate of 5.63% per annum since
July 25, 2001, and the Company sought payment of the promissory
notes and accrued interest which totaled $1,110,046 in the
aggregate.

On Aug. 22, 2012, the Company reached a settlement with the
defendant in this civil suit.  Under the terms of the settlement,
Mr. Ford agreed to transfer to the Company a total of 875,000
shares of the Company's common stock, with 6,000 shares due within
one week of the execution of a settlement agreement, 133,000
shares by Dec. 31, 2012, and the balance at the rate of 184,000
shares per quarter beginning on March 1, 2013.

In the event Mr. Ford should default in these arrangements, he is
obligated to pay the Company $145,000 less any monies or shares
previously tendered to the Company, the Company is entitled to
obtain a judgment in that amount and he will waive any rights he
may have to discharge that judgment through bankruptcy.

This agreed upon settlement is subject to the execution of a
definitive settlement agreement containing these and other
containing customary terms.

                        About Puradyn Filter

Boynton Beach, Fla.-based Puradyn Filter Technologies Incorporated
(OTC BB: PFTI) designs, manufactures and markets the puraDYNí' Oil
Filtration System.

The Company's balance sheet at June 30, 2012, showed $1.4 million
in total assets, $9.8 million in total liabilities, and a
stockholders' deficit of $8.4 million.

As reported in the TCR on April 10, 2012, Webb and Company, P.A.,
in Boynton Beach, Florida, expressed substantial doubt about
Puradyn's ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 31, 2011.  The
independent auditors noted that the Company has suffered recurring
losses from operations, its total liabilities exceed its total
assets, and it has relied on cash inflows from an institutional
investor and current stockholder.


R&S ST. ROSE: Ghandi Law Offices Approved as Bankruptcy Counsel
---------------------------------------------------------------
The Hon. Lloyd King of the U.S. Bankruptcy Court for the District
of Nevada, in a May 22, 2012, order, authorized R&S St. Rose
Lenders, LLC to employ Nedda Ghandi, Esq. of Ghandi Law Offices as
counsel under a general retainer of $10,000 (with an additional
$16,000 forthcoming).

As reported in the Troubled Company Reporter on March 2, 2012, the
Court approved the withdrawal of Zachariah Larson, Esq., of
Marquis Aurbach & Coffing, as counsel of record for the Debtor.
Larson & Larson merged with Marquis Aurbach Coffing on Jan. 3,
2012.

As of Jan. 11, 2012, an order has not been entered by the Court
with regards to the Debtor's application to employ Larson & Larson
as counsel, which Application was opposed by the U.S. Trustee.
The firm told that Court it is in the best interest of the
Debtor that the Debtor obtain new counsel.

                    About R & S St. Rose Lenders

R & S St. Rose Lenders, LLC, filed for Chapter 11 bankruptcy
protection (Bankr. D. Nev. Case No. 11-14973) on April 4, 2011.
Zachariah Larson, Esq., and Sarah Larson, Esq., at Larson &
Stephens, LLC, in Las Vegas, serve as bankruptcy counsel.  David
J. Merrill, P.C. serves as special counsel.  The Debtor amended
its schedules disclosing $12,041,574 in assets and $24,502,319 in
liabilities.

The Debtor's previously filed schedules showed $12,041,574 in
assets and $19,688,291 in liabilities.


RAVENWOOD HEALTHCARE: Authorized to Pay Critical Vendors Claims
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Louisiana, in
a May 30 order, authorized Ravenwood Healthcare, Inc., to pay the
prepetition claims of critical vendors Sysco, Proactive Therapy,
Gulf South Medical, Dr. Daniel Howard and Millennium Pharmacy.

Ravenwood Healthcare, Inc. filed a Chapter 11 petition (Bankr.
M.D. La. Case No. 12-10612) on April 27, 2012, in its home-town in
Baton Rouge.  Ravenwood Healthcare is a not-for-profit corporation
which owns and operates the Harborside Nursing and Rehabilitation
Center, a 165-bed skilled care facility in Baltimore, Maryland.
It has 134 hourly rate based and 11 salaried rate based employees.

Bankruptcy Judge Douglas D. Dodd oversees the case.  William E.
Steffes, Esq., and Noel Steffes Melancon, Esq., at Stefes,
Vingiello & McKenzie, LLC, serve as the Debtor's counsel.  The
Debtor disclosed $9,561,783 in assets and $24,113,224 in
liabilities.  The petition was signed by Richard T. Daspit, Sr.,
president.


RAVENWOOD HEALTHCARE: Court OKs Mitchell Day as Special Counsel
---------------------------------------------------------------
Ravenwood Healthcare, Inc., sought and obtained approval from the
U.S. Bankruptcy Court to employ Mitchell Day Law Firm, PLLC, as
special counsel.

According to the Debtor, Mitchell has effectively represented the
Debtor prior to the Petition Date and is familiar with the pending
matters and the Debtor's business and has the necessary background
to deal effectively with the pending matters and with many of the
potentially complex legal issues and problems that may arise.  The
Debtor believes that Mitchell is uniquely qualified to act as the
Debtor's special counsel during the pendency of the Chapter 11
case in a most efficient and timely manner.  Employing Mitchell
will save the Debtor's estate resources and prevent having to
waste resources in the process of educating new counsel on the
pending matters.

Mitchell Day will be paid on an hourly basis at these rates:

   Professional                   Hourly Rate
   ------------                   ------------
   Julie B. Mitchell                  $250
   Members                            $250
   Associates                         $200
   Legal Assistants and Law Clerks     $95

The firm will also seek reimbursement of actual and necessary out
of pocket expenses.

The firm will apply to the Court for payment of compensation and
reimbursement of expenses.

The Debtor believes that the firm doesn't hold or represent any
adverse interests to the Debtor or the estate.

Mitchell is employed by Foundation Health Services, Inc., and
receives payments from FHS.  The Debtor reimburses FHS for its
share of services provided by Mitchell pursuant to a financial
services agreement between the Debtor and FHS.  The Debtor has
reimbursed FHS $28,154 for services performed by Mitchell in the
one year period prior to the Petition Date.

There is no outstanding balance owed to Mitchell by the Debtor for
billed unpaid prepetition work for which it would have a claim
against the estate, although Mitchell is owed monies by FHS for
work performed by non-Debtor entities.  The Debtor reimbursed FHS
for its share of prepetition services prior to the Petition Date.

                    About Ravenwood Healthcare

Ravenwood Healthcare, Inc. filed a Chapter 11 petition (Bankr.
M.D. La. Case No. 12-10612) on April 27, 2012, in its home-town in
Baton Rouge.  Ravenwood Healthcare is a not-for-profit corporation
which owns and operates the Harborside Nursing and Rehabilitation
Center, a 165-bed skilled care facility in Baltimore, Maryland.
It has 134 hourly rate based and 11 salaried rate based employees.

Bankruptcy Judge Douglas D. Dodd oversees the case.  William E.
Steffes, Esq., and Noel Steffes Melancon, Esq., at Stefes,
Vingiello & McKenzie, LLC, serve as the Debtor's counsel.

In its petition, the Debtor estimated $10 million to $50 million
in both assets and debts.  The petition was signed by Richard T.
Daspit, Sr., president.


RAVENWOOD HEALTHCARE: Governmental Proofs of Claim Due Nov. 21
--------------------------------------------------------------
The U.S. Bankruptcy Court set Nov. 21, 2012, as the deadline for
governmental entities to file proofs of claim against Ravenwood
Healthcare, Inc.  Non-governmental entities were required to
submit their claims by July 13.

                    About Ravenwood Healthcare

Ravenwood Healthcare, Inc. filed a Chapter 11 petition (Bankr.
M.D. La. Case No. 12-10612) on April 27, 2012, in its home-town in
Baton Rouge.  Ravenwood Healthcare is a not-for-profit corporation
which owns and operates the Harborside Nursing and Rehabilitation
Center, a 165-bed skilled care facility in Baltimore, Maryland.
It has 134 hourly rate based and 11 salaried rate based employees.

Bankruptcy Judge Douglas D. Dodd oversees the case.  William E.
Steffes, Esq., and Noel Steffes Melancon, Esq., at Stefes,
Vingiello & McKenzie, LLC, serve as the Debtor's counsel.

In its petition, the Debtor estimated $10 million to $50 million
in both assets and debts.  The petition was signed by Richard T.
Daspit, Sr., president.


RESIDENTIAL CAPITAL: Committee Opposes 9 Months of Exclusivity
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Residential Capital LLC official creditors'
committee filed papers Sept. 5 opposing an expansion until June of
the company's exclusive right to propose a reorganization plan.

According to the report, saying ResCap has failed even to discuss
a plan with the committee over the first three months in
bankruptcy, the committee proposes that so-called exclusivity
expire on the earlier of March 1 or 30 days after the examiner
files his report.  The examiner predicted his report will be
completed around early February.

                     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).


ROCK POINTE: Creditors Committee Taps Ken Gates as Attorney
-----------------------------------------------------------
The Unsecured Creditors Committee of Rock Pointe Holdings Company
LLC sought and obtained approval from the U.S. Bankruptcy Court
for the Eastern District of Washington to retain Kenneth W. Gates,
as counsel.

The attorney will charge the Debtor's estates $230 per hour.
Daily charge is limited to $1,840 if traveling to out of area
representation.

Robert D. Miller Jr., the United States Trustee for Region 18, in
June appointed five unsecured creditors to serve on the Official
Committee of Unsecured Creditors of Rock Pointe.

The Creditors Committee members are:

       1. KC Charles, Inc.
          Cary E. Berger
          5685 Jergens Road
          Nine Mile Falls, WA 99026
          Tel: (509) 276-1228

       2. Yadon Construction Specialties, Inc.
          Barbara Rhodes
          P.O. Box 2672
          Spokane, WA 99220
          Tel: (509) 535-0301

       3. Green Johnny LLC
          John M. Thornton
          P.O. Box 48542
          Spokane, WA 99228
          Tel: (509) 496-3244

       4. BK Enterprises - GW DeMaine
          Bill DeMaine
          1116 N. Best Rd.
          Spokane Valley, WA 99216
          Tel: (509) 926-0143

       5. ABM Janitorial / American Building Maintenance
          Jewell Swinyard
          1766 Fowler Street, Ste. A
          Richland, WA 99352
          Tel: (509) 735-9570

                    About Rock Pointe Holdings

Rock Pointe Holdings Company LLC owns the Rock Pointe Corporate
Center in Spokane, Washington.  The Company filed for Chapter 11
protection (Bankr. E.D. Wash. Case No.11-05811) on Dec. 2, 2011.
Brett L. Wittner, Esq., at Kent & Wittner PS, represents the
Debtor.  The Debtor estimated both assets and debts of between
$50 million and $100 million.

The U.S. Trustee said an official committee has not been appointed
in the bankruptcy case of Rock Pointe Holdings Company LLC because
an insufficient number of persons holding unsecured claims against
the Debtor have expressed interest in serving on a committee.  The
U.S. Trustee reserves the right to appoint such a committee should
interest developed among the creditors.


RTW PROPERTIES: Can Access Wells Fargo Cash Thru Dec. 31
--------------------------------------------------------
The bankruptcy judge has entered a final order authorizing RTW
Properties, LP, to use cash collateral after an agreement with the
lender was reached.

Wells Fargo Bank, N.A., owed not less than $24.9 million for loans
prepetition, has agreed to allow the Debtor to use cash collateral
through Dec. 31, 2012.

As adequate protection, the court in the order grated Aug. 15
permitted the Debtor to grant Wells Fargo a replacement lien in
the Debtor's property in Schertz, Texas, and proceeds thereof.
The Debtor will maintain insurance on the property.

                      About RTW Properties

Schertz, Texas-based RTW Properties, LP, filed a Chapter 11
petition (Bankr. S.D. Tex. Case No. 12-20319) in Corpus Christi on
June 18, 2012.

RTW Properties owns a petroleum-storage facility in the Port of
Brownville, Texas.  The facility includes tanks with storage
capacity of 230,000 barrels.  The Debtor also owns a tract of land
in Schertz, Texas.

The Debtor sought bankruptcy protection to deal with a $22 million
federal income tax lien.

Langley & Banack, Inc., serves as the Debtor's bankruptcy counsel.
William O. Grimsinger and Chamberlain Hrdlicka serve as special
counsel to prosecute an adversary complaint in connection with the
tax lien.

William R. Mallory, member manager of Royal Holding, LLC, the
general partner of the Debtor, explains in a court filing that
before the petition date, the Internal Revenue Service asserted a
federal tax lien in the amount of $22 million on account of unpaid
excise taxes dating back to years as early as 2003.  For years
prior to the petition date, the Debtor has attempted to resolve
the IRS tax lien to no avail.  The Debtor believes that the
Federal tax lien claimed by the IRS is overstated.

The Debtor intends to resolve the tax lien through an adversary
proceeding.


RTW PROPERTIES: Has Access to Arvest Bank Cash Thru March 2013
--------------------------------------------------------------
The bankruptcy judge has entered a final order authorizing RTW
Properties, LP, to use cash collateral of Arvest Bank.

Arvest Bank asserts that it holds claims of $6 million in
principal plus accrued interest secured by all of the Debtor's
property and cash collateral.

The judge in the order dated Aug. 10 ruled that the Debtor is
authorized, in accordance with a budget, to use cash collateral
from the Petition Date until March 1, 2013.

As adequate protection, the Debtor will stay current on all
payments that come due under the Arvest loan by paying them in the
same manner as they were paid prior to the filing of the
Bankruptcy case.  As additional adequate protection for the use of
cash collateral, the Debtor will pay all attorneys fees incurred
by Arvest Bank.  The Payments will be made without prejudice to
Arvest Bank's or the Debtor's rights regarding the application of
the payment to the indebtedness, which shall be determined by
further order of the Court or agreement between Arvest Bank and
the Debtor.

                      About RTW Properties

Schertz, Texas-based RTW Properties, LP, filed a Chapter 11
petition (Bankr. S.D. Tex. Case No. 12-20319) in Corpus Christi on
June 18, 2012.

RTW Properties owns a petroleum-storage facility in the Port of
Brownville, Texas.  The facility includes tanks with storage
capacity of 230,000 barrels.  The Debtor also owns a tract of land
in Schertz, Texas.

The Debtor sought bankruptcy protection to deal with a $22 million
federal income tax lien.

Langley & Banack, Inc., serves as the Debtor's bankruptcy counsel.
William O. Grimsinger and Chamberlain Hrdlicka serve as special
counsel to prosecute an adversary complaint in connection with the
tax lien.

William R. Mallory, member manager of Royal Holding, LLC, the
general partner of the Debtor, explains in a court filing that
before the petition date, the Internal Revenue Service asserted a
federal tax lien in the amount of $22 million on account of unpaid
excise taxes dating back to years as early as 2003.  For years
prior to the petition date, the Debtor has attempted to resolve
the IRS tax lien to no avail.  The Debtor believes that the
Federal tax lien claimed by the IRS is overstated.

The Debtor intends to resolve the tax lien through an adversary
proceeding.


SALLY HOLDINGS: To Offer Additional $150-Mil. 5.75% Senior Notes
----------------------------------------------------------------
Sally Holdings LLC and Sally Capital Inc. filed with the U.S.
Securities and Exchange Commission a free writing prospectus
relating to a proposed issuance of $150 million of 5.75% senior
notes due 2022.  This is offering is in addition to the $700
million senior notes they issued on May 18, 2012.

Merrill Lynch, Pierce, Fenner & Smith Incorporated serves as the
sole book-running manager of the offering.

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

                        http://is.gd/X6FLQ9

                        About Sally Holdings

Sally Holdings, LLC, based in Denton, Texas, is a leading retailer
and distributor of beauty products with over 3,800 stores in 10
countries.  Annual revenues are around $2.6 billion.

The Company's balance sheet at Sept. 30, 2011, showed
$1.72 billion in total assets, $2.01 billion in total liabilities,
and a $281.69 million total members' deficit.

                        Bankruptcy Warning

Sally Holdings' ability to comply with the covenants and
restrictions contained in the senior credit facilities and the
indentures for the Notes may be affected by economic, financial
and industry conditions beyond the Company's control.  The breach
of any of these covenants and restrictions could result in a
default under either the senior credit facilities or the
indentures that would permit the applicable lenders or note
holders, as the case may be, to declare all amounts outstanding
thereunder to be due and payable, together with accrued and unpaid
interest.  If the Company is unable to repay debt, lenders having
secured obligations, such as the lenders under the senior credit
facilities, could proceed against the collateral securing the
debt.  In any such case, the Company may be unable to borrow under
the senior credit facilities and may not be able to repay the
amounts due under the Term Loans and the Notes.  This could have
serious consequences to the Company's financial condition and
results of operations and could cause the Company to become
bankrupt or insolvent.

                          *     *     *

As reported by the TCR on Nov. 7, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Sally Holdings LLC
to 'BB+' from 'BB'. The rating outlook is positive.

"Standard & Poor's Rating Services' rating reflects our view that
Sally Holdings, which is an indirect wholly owned subsidiary of
Sally Beauty Holdings Inc., will continue its positive momentum
with organic sales growth of 5% to 7%, positive comparable-store
sales, modest gross margin improvement, and continued debt
reduction, resulting in improving credit protection measures over
the next 12 months," said Standard & Poor's credit analyst Jayne
Ross.

It has 'B2' corporate family and probability of default ratings
from Moody's.


SAN BERNARDINO, CA: Council Cuts Deficit by Two-Thirds
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the San Bernardino, California, city council adopted
cuts reducing the budget deficit by two-thirds, from $45.8 million
to $16.4 million.

                       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.


SANOHO DEVELOPMENT: Can Use FCB Cash Collateral Until Oct. 31
-------------------------------------------------------------
Sanoho Development, LLC, received approval from the bankruptcy
judge to use First Commercial Bank (USA)'s cash collateral until
Oct. 31, 2012.

The Debtor is required to conform with a May 7, 2012 stipulation
on the use of cash collateral and granting adequate protection to
the lender.

A hearing to consider full use of FCB's cash collateral is set for
Oct. 31, 2012, at 10:00 a.m.

FCB has claims against the Debtor secured by the Debtor's property
in Huston Street, North Hollywood, California.

In a filing in July, IMH Special Asset NT 222, LLC, a secured
creditor of Sanoho Development, served a notice of its non-consent
to the Debtor's use of its cash collateral.  IMH also demanded
that the Debtor account for and segregate the cash collateral from
the Petition Date.

Pre-bankruptcy, IMH provided loans to the Debtor to fund the
construction of a 28-condominium complex located at 5232 Satsuma
Avenue in North Hollywood, California.

In a Court filing dated July 24, IMH said that despite its
repeated requests, the Debtor has failed to account for the rents
generated by the real property that constitute IMH's cash
collateral.

IMH said that to the extent the Debtor is using IMH's cash
collateral, it is doing so in violation of 11 U.S.C. Sec.
363(c)(2) given that IMH has not consented to use of its cash
collateral and given that the Court has not entered an order
authorizing such use.  Despite IMH's repeated requests, the Debtor
has failed to account for IMH's cash collateral, rendering it
impossible for IMH to tell whether its cash collateral is being
used in violation of the Bankruptcy Code.

The Debtor's continued failure to account for cash collateral or
its unauthorized use of cash collateral may be grounds to convert
this case to a Chapter 7 or to appoint a Chapter 11 trustee,
counsel to IMH said.

IMH is represented by at Christopher H. Bayley, Esq., and Jasmin
Yang, Esq., at Snell & Wilmer L.L.P.

                    About Sanoho Development

Sanoho Development, LLC, filed a Chapter 11 petition (Bankr. C.D.
Calif. Case No. 12-13701) in San Fernando Valley, California, on
April 20, 2012.  The Debtor, a developer of condominium buildings,
disclosed assets of $14.8 million and debts of $16.4 million as of
bankruptcy filing date.  The Debtor has $10.0 million of secured
debt.  The Debtor owns (i) 14 units of a 28-unit condominium
building located at 4232 N. Satsuma Ave., North Hollywood,
California, which property is worth $5.4 million, and (ii) a
condominium building located at 11312 Huston Street, North
Hollywood, California, consisting of 14 units, which property is
worth $5.4 million.  In its schedules, the Debtor says that it has
a claim, worth $4 million, on account of a lender liability
against IMH Secured Loan Fund, LLC, and its successors.  The
Debtor is represented by Jerome Bennett Friedman, Esq., at
Friedman Law Group, P.C., in Los Angeles.


SEACOR HOLDINGS: S&P Cuts Corp. Credit Rating to 'BB'; Outlook Neg
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on New York City-based SEACOR Holdings Inc. (SEACOR) to
'BB' from 'BB+'. The outlook is negative.

"At the same time, we lowered the issue rating on SEACOR's senior
unsecured debt to 'BB' (the same as the corporate credit rating)
from 'BB+'. The recovery rating on this debt remains '3',
indicating our expectation of meaningful (50% to 70%) recovery in
the event of a default," S&P said.

"The downgrade reflects our view that the weaker-than-expected
operating performance will continue for at least several quarters,
despite rebounding activity in the Gulf of Mexico," said Standard
& Poor's credit analyst Marc D. Bromberg. "SEACOR's last 12 month
(LTM) leverage as of June 30, 2012, was high at 3.9x. Although we
expect to see improvement going forward, annualized leverage,
inclusive of recent acquisitions, for the second quarter ended
June 30, 2012 was a very aggressive 5.5x."

"Performance in the company's core Offshore Marine Services
segment (OMS) was very soft in the second quarter, with overall
day rates (excluding newly acquired wind farm utility and
liftboats) down nearly 15% from the first quarter and essentially
unchanged from the prior year. Without the contribution from the
recent liftboat acquisition, overall pretax income (which includes
gains on asset sales), would have been negative $11 million. This
performance contrasts with rated peers, such as Gulfmark and
Hornbeck, who are benefiting from the recovery in the Gulf of
Mexico (GoM). SEACOR's anchor handling and towing division was
weak in the second quarter, and we think performance will remain
soft in the second half of the year, given our expectation that
rig movements within the GoM are unlikely to increase until at
least 2013. Drought in the Midwest has also exacerbated recent
weak financial performance, affecting tonnage shipped for its
Inland River Services division," S&P said.

"The ratings on SEACOR reflect our view of the company's 'fair'
business risk and 'intermediate' financial risk. The ratings also
incorporate the company's diversified business profile as an
operator of marine and aviation vessels serving the offshore oil
and gas exploration and production (E&P) and oilfield services
industries, its position in dry bulk inland barges, and its
'strong' liquidity position. The ratings also reflect the
company's currently aggressive leverage measures and its exposure
to the volatile marine services business," S&P said.

"SEACOR has several lines of business that are less correlated
with oil and gas prices, although they are relatively modest
contributors to earnings and cash flows. Its inland barge segment,
which has historically represented roughly 15% of EBITDA, tends to
experience boom-and-bust cycles but correlates more closely with
grain and coal transportation. Performance in this segment in
2012 has suffered due to drought conditions in much of the mid-
west, resulting in poor river conditions to transport barge
freight. SEACOR also has a trading operation in which it arranges
for physical delivery of various commodities. Nevertheless,
profitability in this business has been fairly modest to this
point, and we do not think that it will drive profitability or
credit measures going forward," S&P said.

"The negative outlook reflects the potential that we could lower
ratings if SEACOR's run-rate leverage is likely to exceed 3.75x, a
level that we believe could occur if OMS EBITDA margins fail to
increase above 25%. We could foresee this scenario if rig
movements into and around the GoM do not improve in 2013, if newer
supply vessels entering the GoM result in lower day rates and
utilization for SEACOR's vessels, or if SEACOR experiences higher
operating expenses and is unable to pass through these costs to
customers. A revision to stable will require run rate leverage of
at least 3.75x, which we believe could occur if OMS margins are
likely to exceed 25%. We expect that we will either stabilize the
rating or lower the rating within the next year," S&P said.


SEARCHMEDIA HOLDINGS: Appoints New COO for China Operations
-----------------------------------------------------------
SearchMedia Holdings Limited has appointed Mr. Stephen Zhu as the
Chief Operating Officer of its China operations, effective
Aug. 20, 2012, and has also divested its subsidiary Qingdao
Kaixiang Advertising Co. Ltd. in order to further its planned
minimization of the Company's outstanding earnout liability.

Mr. Zhu joins SearchMedia from Symbol Media, an integrated outdoor
advertising company he founded in 2009, whose client base includes
well-recognized brands such as KFC, Puma, Coca-Cola, Volkswagen,
AIA, Samsung, Canon, Ikea, Land Rover and covered many industry
sectors including finance, auto, retail and electronics.  Symbol
Media is the Company's partner for its previously announced Luxury
Mall LCD Joint Venture.  Mr. Zhu has now joined SearchMedia full-
time as its Chief Operating Officer of China Operations.  Through
his ten years of experience in the out-of-home advertising
industry, Mr. Zhu has developed deep relationships with the major
advertising agencies in China, including Kinetic, Zenith, Optimum,
Carat, McCann and Dentsu.  Mr. Zhu has also been a market leader
developing 3D advertising platforms within China.

As part of its previously announced Integration Program and based
on an analysis of the recent performance and projections of
Qingdao, the Company has agreed to divest Qingdao back to its
previous owners and eliminate the related earnout liability of
$4.1 million.  Beginning Aug. 31, 2012, Qingdao's operating
results will no longer be part of the Company's consolidated
financial statements.  The Company believes that the cost savings
from not carrying out the remaining earnout obligations pursuant
to the acquisition agreement for Qingdao frees up the Company's
resources for use in other more promising opportunities.  Through
the divestiture of Qingdao, the Company has materially reduced its
outstanding earnout obligations by 41% from $10.1 million to $6.0
million.

Peter W.H. Tan, chief executive officer of SearchMedia, remarked,
"We are thrilled to have Stephen Zhu join as Chief Operating
Officer of our China operations.  I have known Stephen for over
five years and have previously invested in some of his proprietary
concessions.  Stephen has a great reputation in the China out-of-
home advertising industry and he will be an important catalyst in
the sales effort with our recently announced major concessions
with Home Inns & Hotel Management Inc. and our Luxury Mall LCD
Joint Venture.  Furthermore, his strong government relations and
managerial and business development experience will enhance our
growth objectives and help us execute our new strategic
initiatives.  Stephen will be joined by one of the most talented
sales and media development teams in Shanghai.

On the decision to divest Qingdao, Tan added, "It is never an easy
decision to dispose of an operating subsidiary that has been with
the Group from the outset, but we feel that given the significant
and persistent declining sales and profitability trend of Qingdao
over the last four years, in order to preserve shareholder value
and allow the Company to pursue additional accretive concessions,
it is in the best interests of the Group to enter into a
separation agreement with Qingdao.  It is, of course, beneficial
as a whole to be able to eliminate from our balance sheet
outstanding earnout and tax liabilities in the aggregate amount of
$6.8 million.  Qingdao represented only 5% of our Group revenue in
2011 and we believe that this divestiture will have a minimal
impact on our future financial performance."

Peter Chan, Interim Chief Financial Officer of SearchMedia, added,
"After a thorough analysis, we have concluded that it is in the
Company's best interest to divest Qingdao back to its ex-owners in
exchange for the cancellation of the $4.1 million cash earnout due
and elimination of $2.7 million tax liabilities and $1.9 million
inter-company liabilities.  With the Qingdao divestment, we expect
a non-cash disposal loss of $3.2 million against our year-to-date
June 30, 2012 net income of $9.8 million.  We believe the Qingdao
divestment will result in a large cash savings and the elimination
of certain liabilities would improve the Company liquidity and
bolster its balance sheet allowing it to pursue other concessions
with better returns."

                          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.


SEQUOIA PARTNERS: Reorganization Case Converted to Chapter 7
-------------------------------------------------------------
The Hon. Frank R. Alley of the U.S. Bankruptcy Court for the
District of Oregon converted the Chapter 11 case of Sequoia
Partners, LLC and Sequoia Village, LLC to that under Chapter 7 of
the Bankruptcy Code.

The Court also ordered that Daniel Charbonneau, who represents the
Debtor in the capacity of member, is designated, pursuant to Fed.
Rule of Bankruptcy Procedure 9001(5), to perform the duties
imposed upon the Debtor.

The Debtors, in their motion, stated that the subsequent pull out
of development funding, and other significant hurdles, they are
not able to propose a viable chapter 11 plan.  The Debtors added
that it is in the best interest of creditors for the case to be
converted, a chapter 7 Trustee appointed, and the appraisal of the
Paradise Ranch Resort to continue.


                      About Sequoia Partners

Grants Pass, Oregon-based Sequoia Partners, LLC, filed for Chapter
11 bankruptcy protection (Bankr. D. Ore. Case No. 10-67547) on
Dec. 29, 2010.  Tara J. Schleicher, Esq., at Farleigh Wada Witt
Attorneys, served as the Debtor's bankruptcy counsel.  Beowulf
Consulting, LLC, served as accountant.  CPM Real Estate Services,
Inc., served as loan broker.  The Debtor estimated assets at $50
million to $100 million and debts at $10 million to
$50 million.

Robert D. Miller, Jr., U.S. Trustee for Region 18, appointed five
members to the official committee of unsecured creditors.   The
Committee tapped Douglas R. Schultz and Cassie K. Jones and the
law firm of Gleaves Swearingen Potter & Scott LLP as its counsel.

The Debtor's Plan proposes to sell the property and the goodwill
of the Debtor to US Capital or the highest bidder and distribute
the proceeds to secured and unsecured creditors.


SIX3 SYSTEMS: S&P Assigns 'B+' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to McLean, Va.-based Six3 Systems Inc. The outlook
is stable.

"We also assigned 'B+' issue-level and '3' recovery ratings to
Six3 Systems' proposed $310 million senior secured credit
facilities, which consist of a $50 million revolving credit
facility due 2017 and a $260 million term loan due 2019. The '3'
recovery rating indicates our expectations for meaningful (50%-
70%) recovery in the event of payment default," S&P said.

Ratings are based on preliminary documentation and are subject to
review of final documents.

"The company intends to use proceeds of the debt issuance to
redeem its existing preferred equity, including accrued payment-
in-kind (PIK) interest, and to repay existing debt outstanding,"
S&P said.

"The rating on Six3 Systems reflects the company's 'aggressive'
financial risk profile, customer concentration risk, and small
scale relative to its peers," said Standard & Poor's credit
analyst David Tsui. "Still, we expect its entrenched position
within its customer base, and capabilities in the growth areas of
intelligence, surveillance and reconnaissance (ISR) and cyber-
security ('cyber') will result in consistent profitability and
improving cash flow generation."

"The outlook is stable, reflecting Six3 Systems' established
customer relationships, and highly recurring revenue and stable
cash flow characteristics from its long-term contracts. An
ownership structure that we believe precludes material and
sustained debt reduction currently limits the potential for an
upgrade," S&P said.

"We could lower the rating if the company experiences increased
competition that results in major contract losses or adjusted
EBITDA margin declining to below 13%, leading to sustained
leverage above the mid-5x area. We could also lower the rating if
the company demonstrates more aggressive financial policies,
including a debt-financed acquisition, leading to the same
leverage threshold," S&P said.


SOLYNDRA LLC: Workers' WARN Settlement Initially Approved
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Solyndra LLC, the liquidated solar panel maker partly
funded by the U.S. Energy Department, received preliminary
approval Sept. 6 for a $3.5 million settlement with 858 workers
who were fired without the 60 days' notice required under federal
law known as the WARN Act.

The report recounts that the company halted operations and fired
most workers in August 2011, followed by a Chapter 11 filing in
September.  After bankruptcy, class-action suits were filed on
behalf of the workers.  If the workers were to win, their lost
wages could have been entitled to priority and possibly paid in
full under a Chapter 11 plan.  The settlement preliminarily
approved last week by the U.S. bankruptcy judge in Delaware will
have Solyndra pay $3.5 million when damages could have been
$15 million.  Lawyers for the workers will get about one-third of
the settlement fund.

The report relates that workers will be paid only after the
settlement and Solyndra's Chapter 11 plan are both approved by the
bankruptcy judge.  Workers will be given notice of the settlement
and an opportunity to object.  There will be a second hearing on
Oct. 17, called a fairness hearing, for final approval of the
settlement.  Workers can opt out and pursue claims on their own.

The report notes that Solyndra was scheduled in bankruptcy court
Sept. 7 in pursuit of approval of disclosure materials explaining
the company's Chapter 11 plan.  Once the disclosure statement
receives the court's imprimatur, creditors can begin voting on the
plan.

                        About Solyndra LLC

Founded in 2005, Solyndra LLC was a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.  BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.

The Official Committee of Unsecured Creditors of Solyndra LLC has
tapped Blank Rome LLP as counsel and BDO Consulting as financial
advisors.

In October 2011, the Debtors hired Berkeley Research Group, LLC,
and designated R. Todd Neilson as Chief Restructuring Officer.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

When they filed for Chapter 11, the Debtors pursued a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors were unable to identify any potential
buyers, an orderly liquidation of the assets for the benefit of
their creditors.

Solyndra did not receive acceptable offers to buy the business as
a going concern.  Two auctions late last year brought in a total
of $8 million.  A three-day auction in February generated another
$3.8 million.  An auction in June generated $1.79 million from the
sale of 7,200 lots of equipment.

Solyndra filed a liquidating plan at the end of July and scheduled
a hearing on Sept. 7 for approval of the explanatory disclosure
statement.  The Plan is designed to pay 2.5% to 6% to unsecured
creditors with claims totaling as much as $120 million. Unsecured
creditors with $27 million in claims against the holding company
are projected to have a 3% dividend.


SOUTHFIELD OFFICE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Southfield Office Building 11, LP
        c/o Southfield Office Building GP 11 LLC
        Attention: Renee J. Fischman
        7712 Tomlinson Avenue
        Cabin John, MD 20818

Bankruptcy Case No.: 12-12503

Chapter 11 Petition Date: September 4, 2012

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Judge: Brendan Linehan Shannon

Debtor's Counsel: Thomas Joseph Francella, Jr., Esq.
                  WHITEFORD TAYLOR PRESTON LLC
                  The Renaissance Centre, Suite 500
                  405 North King Street
                  Wilmington, DE 19801
                  Tel: (302) 357-3252
                  Fax: (302) 357-3272
                  E-mail: tfrancella@wtplaw.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/deb12-12503.pdf

The petition was signed by Renee J. Fischman, member.

Affiliates that simultaneously filed for Chapter 11:

  Debtor                              Case No.
  ------                              --------
Southfield Office Building 15, LP    12-12504
Southfield Office Building 17, LP    12-12505
Southfield Office Building 16, LP    12-12508
Southfield Office Building 12, LP    12-12509
Southfield Office Building 6, LP     12-12510
Southfield Office Building 18, LP    12-12512


SUNVALLEY SOLAR: Issues 950,000 Convertible Preferred Stock
-----------------------------------------------------------
Sunvalley Solar, Inc., issued a total of 950,000 shares of its
newly designated Class A Convertible Preferred Stock to a total of
seven individuals.  These shares were issued as incentive
compensation to certain officers, directors, and key employees,
and the issuance to each individual is governed by a restricted
stock award agreement.  Under the relevant award agreements, the
shares issued will be subject to forfeiture in event of the
recipient's resignation or dismissal within the next two years.
Prior to vesting, the shares issued may not be transferred or
encumbered.  This issuance was exempt under Section 4(2) of the
Securities Act as a transaction by an issuer not involving any
public offering.

On Aug. 28, 2012, pursuant to Article Fourteen of the Company's
Articles of Incorporation, the Company's Board of Directors voted
to designate a class of preferred stock entitled Class A
Convertible Preferred Stock, consisting of up to 1,000,000 shares,
par value $0.001.  The rights of the holders of Class A
Convertible Preferred Stock are defined in the relevant
Certificate of Designation filed with the Nevada Secretary of
State.  Under the Certificate of Designation, holders of Class A
Convertible Preferred Stock will participate on an equal basis
per-share with holders of the Company's common stock in any
distribution upon winding up, dissolution, or liquidation.
Holders of Class A Convertible Preferred Stock are entitled to
vote together with the holders of the Company's common stock on
all matters submitted to shareholders at a rate of 100 votes for
each share held.  Holders of Class A Convertible Preferred Stock
are also entitled, at their option, to convert their shares into
shares of the Company's common stock on a 1 for 1 basis.

On Aug. 29, 2012, a majority of the Company's shareholders and the
Company's board of directors approved an amendment to Article 4 of
the Company's Articles of Incorporation to decrease the Company's
total authorized common stock from 7,500,000,000 shares to
90,000,000 shares.  The Company filed a Certificate of Amendment
with the Nevada Secretary of State to record the amendment.

                       About Sunvalley Solar

Sunvalley Solar, Inc., is a California-based solar power
technology and system integration company.  Since the inception of
its business in 2007, the company has focused on developing its
expertise and proprietary technology to install residential,
commercial and governmental solar power systems.

Sunvalley Solar reported a net loss of $398,866 in 2011, compared
with a net loss of $375,839 in 2010.

In its audit report for the 2011 results, Sadler, Gibb &
Associates, LLC, in Salt Lake City, UT, noted that the Company had
losses from operations of $104,000 and accumulated deficit of
$1.36 million, which raises substantial doubt about the Company's
ability to continue as a going concern.

The Company's balance sheet at June 30, 2012, showed $6 million in
total assets, $5.43 million in total liabilities and $567,993 in
total stockholders' equity.


T BANCSHARES: OCC Terminates Regulatory Agreement with Bank
-----------------------------------------------------------
T Bancshares, Inc., announced that T Bank N.A., its wholly-owned
subsidiary, received written notification of termination of the
Formal Agreement dated April 15, 2010, with its primary regulator,
the Office of the Comptroller of the Currency.

Patrick Howard, president & CEO of TBNC and T Bank stated, "The
directors of the Bank and every member of our professional,
dedicated staff have worked very hard and very long to achieve
this goal.  The result of those efforts is really much more than
the termination of our Agreement with the Comptroller.  While
gratifying, the real reward is the sound, efficient, customer
focused banking and trust services platform that is now in place
to support the future growth of the Bank.  With the recent
infusion of new capital into the Bank, we believe that we are
poised to meet the needs of current and prospective customers and
we relish that opportunity."

Chairman of the Board Danny Basso commented, "We believe the
Comptroller's decision to terminate the Agreement validates our
belief in the constructive partnership we have developed with our
regulator.  With our regulatory matters effectively dealt with and
behind us, our Company can direct more of our energies toward
building shareholder value.  However, the core principals which
brought the Bank into compliance with regulatory concerns will not
be diminished."

In 2010, the Bank was informed by the Office of the Comptroller of
the Currency that the Comptroller intended to institute an
enforcement action for alleged violations of the Federal Trade
Commission Act in connection with certain merchants and a payment
processor that were Bank customers between Sept. 1, 2006, and
Aug. 27, 2007.  The Comptroller proposed that the Bank enter into
a formal agreement with the Comptroller.  To avoid the expense,
delay, and uncertainty related to potential litigation with its
primary regulator, the Bank negotiated a settlement with the
Comptroller.  Accordingly, on April 15, 2010, the Bank executed
the Agreement, neither admitting nor denying the Comptroller's
findings, which among other provisions required the Bank to
reimburse eligible consumers for charges made by the merchants to
the eligible consumers.  On Oct. 28, 2011, the Comptroller
concurred that the Bank had fulfilled this obligation.

The Bank submitted required capital, liquidity enhancement, and
profit plans, as well as a written program to reduce criticized
assets to the Comptroller in accordance with the requirements of
the Agreement.  Although the Comptroller believed the plans were
reasonable and did not object to the plans and program as
submitted, there is no assurance that the Bank will be able to
comply with all of the remaining requirements of the Agreement.

Although as of June 30, 2012, the Bank's capital ratios exceeded
the requirements set forth in the Agreement, there is no assurance
the Bank will continue to meet those requirements in the future.
To be categorized as well capitalized under prompt corrective
action provisions, the Bank must maintain minimum total risk-
based, tier 1 risk-based, and tier 1 leverage ratios.  However,
regardless of the Bank's capital position, the requirement in the
Agreement to meet and maintain a specific capital level means that
the Bank may not be deemed to be well capitalized under regulatory
requirements as of June 30, 2012.  The capital ratios required by
the Agreement are 11.5% total capital to risk weighted assets and
9.00% tier 1 capital to average assets.  As of June 30, 2012, the
Bank's total capital to risk weighted assets ratio was 17.89%.
The Bank's tier 1 capital to average assets ratio was 14.63%.
Both ratios exceed the requirements set forth in the Agreement.

                      About T Bancshares, Inc.

T Bancshares, Inc., is a bank holding company headquartered in
Dallas, Texas, offering a broad array of banking services through
T Bank, N.A.  The Company's principal markets include North
Dallas, Addison, Plano, Frisco, Southlake and the neighboring
Texas communities.

The Company's balance sheet at June 30, 2012, showed
$118.0 million in total assets, $102.2 million in total
liabilities, and stockholders' equity of $15.8 million.


TDCS LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: TDCS LLC
        aka Medwell RX
        13831 Chalco Valley Pky, Ste 101
        Omaha, NE 68138

Bankruptcy Case No.: 12-81988

Chapter 11 Petition Date: September 4, 2012

Court: United States Bankruptcy Court
       District of Nebraska (Omaha Office)

Debtor's Counsel: Robert F. Craig, Esq.
                  CRAIG/BEDNAR LAW
                  14301 FNB Parkway
                  Suite 203
                  Omaha, NE 68154
                  Tel: (402) 408-6000
                  Fax: (402) 408-6001
                  E-mail: robert@craiglawpc.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 Timothy Decker, managing member.


TELL TALE: Case Summary & 4 Unsecured Creditors
-----------------------------------------------
Debtor: Tell Tale Heart, LLC
        37588 Grand Oak Drive
        Prairieville, LA 70769

Bankruptcy Case No.: 12-11266

Chapter 11 Petition Date: September 4, 2012

Court: United States Bankruptcy Court
       Middle District of Louisiana (Baton Rouge)

Debtor's Counsel: Gary K. McKenzie, Esq.
                  STEFFES, VINGIELLO & MCKENZIE, LLC
                  13702 Coursey Boulevard
                  Building 3
                  Baton Rouge, LA 70817
                  Tel: (225) 751-1751
                  Fax: (225) 751-1998
                  E-mail: gmckenzie@steffeslaw.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 four largest unsecured
creditors is available for free at
http://bankrupt.com/misc/lamb12-11266.pdf

The petition was signed by James Matthew Keith, managing member.


THREE ON TWO: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Three on Two Fourteen, LLC
        P.O. Box 1225
        Seaford, NY 11783

Bankruptcy Case No.: 12-46404

Chapter 11 Petition Date: September 4, 2012

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Jerome Feller

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

Scheduled Assets: $4,603,000

Scheduled Liabilities: $6,637,544

A copy of the Company's list of its six largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/nyeb12-46404.pdf

The petition was signed by John Ruha, managing member.


TRAFFIC CONTROL: Wants Until Nov. 16 to Propose Chapter 11 Plan
---------------------------------------------------------------
Traffic Control and Safety Corporation, et al., ask the U.S.
Bankruptcy Court for the District of Delaware to extend their
exclusive periods to file and solicit acceptances for the proposed
chapter 11 plan until Nov. 16, 2012, and Jan. 15, 2013,
respectively.

In this connection, the Debtors, the Official committee of
Unsecured Creditors, Fifth Street Finance Corp., and Marwit
Capital Partners II, L.P., have reached a tentative global
settlement scheduled for a Sept. 18 hearing.

The Debtors say that the global settlement will pave way for --
and be incorporated into -- an uncontested, joint plan of
liquidation proposed by the Debtors and the Committee.

A hearing on Sept. 18, 2012, as 4 p.m., has been set.

                       About Traffic Control

Traffic Control and Safety Corporation and six subsidiaries filed
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-11287) on
April 20, 2012.  TCSC is the largest independent provider of
safety services and products in California and Hawaii.  Formed by
Marwit Capital Partners II, L.P., in June 2007, TCSC has 430 full-
time employees and serves state and local agencies, public works
organizations, general contractors, the motion picture industry,
and provide services at special events.

TCSC estimated assets of up to $50 million and debts of up to
$100 million as of the Chapter 11 filing.  Toomey Industries, Inc.
disclosed $10,322,077 in assets and $67,844,144 in liabilities as
of the Chapter 11 filing.

Judge Kevin J. Carey presides over the case.  Latham & Watkins LLP
serves as the Debtors' bankruptcy counsel and Young Conaway
Stargatt & Taylor LLP as Delaware counsel.  Broadway Advisors, LLC
serves as financial advisors, and Epiq Bankruptcy Solutions LLC as
the claims and notice agent.

The Debtors are authorized to i) use cash collateral in which the
First Lien Lender has an interest, (ii) obtain postpetition
financing from Fifth Street Finance Corp. and other entities in
the maximum amount of $12,775,000.

The Debtors canceled auction with only its biggest lender bidding
for the assets.

Roberta A. Deangelis, U.S. Trustee for Region 3, appointed five
unsecured creditors to the Official Committee of Unsecured
Creditors.  The Committee tapped Potter Anderson & Corroon LLP as
its counsel and GlassRatner Advisory & Capital Group LLP as its
financial advisor.


TRANS ENERGY: Opportune Partner Named to Board of Directors
-----------------------------------------------------------
Trans Energy, Inc., appointed Josh Sherman to the company's Board
of Directors.  Mr. Sherman will serve as an independent director
for Trans Energy and lead the company's audit committee.  He will
also serve as a board member of Trans Energy's wholly-owned
subsidiary, American Shale Development, Inc.

"We welcome Josh to our company's Board of Directors," said John
Corp, President of Trans Energy.  "Josh's experience in the oil
and natural gas industry, coupled with his in-depth knowledge and
understanding of complex financial transactions, is particularly
important as we grow our company's core position in the liquid-
rich Marcellus Shale.  His expertise with SEC reporting practices
will further help us explore a potential listing on the NASDAQ or
NYSE, as well as, work on any capital initiatives that may be
required in the future."

Mr. Sherman has more than 14 years of experience in the oil and
gas industry, with an emphasis on financial reporting.  He is
currently a partner at the energy focused consulting firm,
Opportune, LLP, where he leads the firm's complex financial
reporting practice.  Mr. Sherman further served as Chairman of the
Audit Committee of Voyager Oil and Gas, serving from November 2010
until that company's merger in July of this year.

In addition, Trans Energy has announced the resignation of Dr.
Benjamin H. Thomas from the Board of Directors of the Company and
of its wholly-owned subsidiary, American Shale Development, Inc.
Dr. Thomas's desire to dedicate more time to his full-time
teaching and consulting activities prompted his decision to
resign.

Stephen Lucado, Director at Trans Energy said, "Ben's dedication
and counsel to Trans Energy has been extremely helpful as we have
worked to grow and develop our more than 62,000 gross acres in the
core of the Marcellus.  We now have more than 400 potential
drilling locations in Marshall, Wetzel, Tyler and Marion counties,
122 of which need only permits to drill thanks to hard working
people at Trans Energy like Ben.  We thank Ben for his hard work
and wish him well in his endeavors."

                         About Trans Energy

St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG)
-- http://www.transenergyinc.com/-- is an independent energy
company engaged in the acquisition, exploration, development,
exploitation and production of oil and natural gas.  Its
operations are presently focused in the State of West Virginia.

In its audit report on the Company's 2011 results, Maloney +
Novotny, LLC, in Cleveland, Ohio, noted that the Company has
generated significant losses from operations and has a working
capital deficit of $18.37 million at Dec. 31, 2011, which together
raises substantial doubt about the Company's ability to continue
as a going concern.

The Company's balance sheet at June 30, 2012, showed $77.01
million in total assets, $50.76 million in total liabilities and
$26.24 million in total stockholders' equity.


TRI-VALLEY CORP: To Auction Oil and Gas Assets by December
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Tri-Valley Corp. will sell its assets at auctions on
Oct. 17 and Dec. 5 under procedures approved on Sept. 5 by the
U.S. Bankruptcy Court in Delaware.  The company filed for
Chapter 11 protection in early July, promising to sell the assets
promptly.

According to the report, bids are due by Oct. 10 or Oct 17,
depending on which package of assets a bidder hopes to buy.  A
hearing to approve the sales is set for Dec. 6.  Buyers aren't
under contract as of yet.

                         About Tri-Valley

Tri-Valley Corporation (OTQCB: TVLY) --
http://www.tri-valleycorp.com/-- explores for and produces oil
and natural gas in California and has two exploration-stage gold
properties in Alaska.

Tri-Valley and three affiliates filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Lead Case No. 12-12291) on Aug. 7 with
funding from lenders that require a prompt sale of the business.

K&L Gates LLP serves as bankruptcy counsel.  Attorneys at Landis
Rath & Cobb LLP serve as Delaware and conflicts counsel.  The
Debtors have tapped Epiq Bankruptcy Solutions, LLC, as claims
agent.

The Debtor disclosed assets of $17.6 million and liabilities
totaling $14.1 million.  Former Chairman G. Thomas Gamble, who is
financing the bankruptcy case, is owed $7.2 million on several
secured notes.  There is an unsecured note for $528,000 and
$9.4 million in unsecured debt owing to suppliers.


TRIDENT MICROSYSTEMS: Commissioner Named to Lead Deposition
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware appointed
Alexander Blumrosen of Bernard-Hertz-Bejot to supervise the
deposition of Philippe Geyres in France in connection with the
Chapter 11 cases of Trident Microsystems, Inc., et al.

In a separate filing, the Court has asked the Ministry of Justice
of the Republic of France to permit the deposition of Phillipe
Geyres in connection with the Debtor's Chapter 11 case, which will
take place under the supervision of a person commissioned by the
U.S. Court pursuant to the consensual procedures of the Hague
Convention on the taking of evidence abroad in civil and
commercial matters and in conformity with the reservations and
declarations issued by the Republic of France in connection
therewith.

The deposition testimony will commence at Sept. 13, 2012, at
9:30 a.m.

The parties' agreement to use the voluntary commissioner procedure
of the Hague Convention is without prejudice to (i) the Statutory
Committee of Equity Security Holders's ability to seek discovery
via the Federal Rules of Bankruptcy Procedure and Federal Rules of
Civil Procedure, Chapter I of the Hague Convention, or any other
available method of discovery; (ii) Trident, NXP B.V., NXP
Semiconductors Netherlands B.V, and Mr. Geyres' rights to resist
or seek to limit the discovery requests.

The Court also ordered that Mr. Geyres will be available for
deposition, subject to the reservation of rights by Trident, NXP,
and Mr. Geyres to object to the deposition.

                      About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes.  The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California. The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Union Square Advisors LLC serves
as the Debtors' investment banker.  PricewaterhouseCoopers LLP
serves as the Debtors' tax advisor and independent auditor.
Kurtzman Carson Consultants is the claims and notice agent.

Trident had $310 million in assets and $39.6 million in
liabilities as of Oct. 31, 2011.  The petition was signed by David
L. Teichmann, executive VP, general counsel & corporate secretary.

Pachulski Stang Ziehl & Jones LLP represents the Official
Committee of Unsecured Creditors.  The Committee tapped to retain
Fenwick & West LLP as its special tax and claims counsel, Imperial
Capital, LLC, as its investment banker and financial advisor.

Dewey & Leboeuf as represents the statutory committee of equity
security holders.  The statutory committee tapped to retain
Campbells as Cayman Islands counsel, and Quinn Emanuel Urquhart &
Sullivan, LLP as its conflicts counsel.


TRILLIUM CIRCLE: Combined Plan/Disclosure Statement Due Sept. 26
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan,
according to Trillium Circle, LLC's case docket, directed the
Debtor to file a combined plan and disclosure statement by
Sept. 26, 2012.

The Court also set this schedule in connection with the plan:
ballots accepting or rejecting the Plan are due Nov. 12; and the
confirmation hearing will be held on Nov. 19, at 11 a.m.

Birmingham, Michigan-based Trillium Circle, LLC filed for Chapter
11 protection (Bankr. E.D. Mich. Case No. 12-55532) on June 28,
2012.  Bankruptcy Judge Phillip J. Shefferly presides over the
case.  Elias Xenos, Esq., at The Xenos Law Firm, PLC represents
the Debtor in its restructuring efforts.  The Debtor estimated
assets and debts at $10 million to $50 million.  The petition was
signed by Neal Porter, managing member.


TROCK, L.P.: Case Summary & Largest Unsecured Creditor
------------------------------------------------------
Debtor: TRock, L.P.
        1411 S. Goliad
        Rockwall, TX 75087
        Tel: (972) 722-7586

Bankruptcy Case No.: 12-35785

Chapter 11 Petition Date: September 3, 2012

Court: U.S. Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Mohammad S. Khaleel, Esq.
                  KHALEEL & ASSOCIATES, PC
                  9401 LBJ Freeway, Suite 400
                  Dallas, TX 75243
                  Tel: (972) 808-0777
                  Fax: (972) 808-9777
                  E-mail: skhaleel@khaleellaw.com

Scheduled Assets: $1,310,000

Scheduled Liabilities: $1,135,000

The petition was signed by Tony Arterburn, Sr., president and
director.

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

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Bayview Loan Servicing, LLC        Bank Loan            $1,135,000
4425 Ponce de Leon Boulevard
Coral Gables, FL 33146


UNIVERSITY GENERAL: Picked as Rice Athletics Official Caterer
-------------------------------------------------------------
University General Health System, Inc., announced the execution of
an agreement between its wholly-owned subsidiary, Sybaris Group,
Inc., and Rice University Athletics, whereby Sybaris has been
selected as the official catering company for Rice Athletics.

"We are very pleased that our Support Services subsidiary, Sybaris
Group, has been named the official caterer for the Athletics
Department of such a respected and historic institution of higher
learning as Rice University," stated Hassan Chahadeh, MD, Chairman
and chief executive officer of University General Health System,
Inc.  "Sybaris Group has been aggressively expanding its business
model, and the outstanding food service provided by Sybaris is
consistent with our commitment to the highest level of patient
care throughout our expanding health care delivery system.  Our
relationship with Rice University will allow us to leverage the
operating infrastructure that Sybaris has developed in the Houston
metropolitan area."

                      About University General

University General Health System, Inc., located in Houston, Texas,
is a diversified, integrated multi-specialty health care provider
that delivers concierge physician- and patient-oriented services.
UGHS currently operateS one hospital and two ambulatory surgical
centers in the Houston area.  It also owns a revenue management
company, a hospitality service provider and facility management
company, three senior living facilities and manages six senior
living facilities.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Moss, Krusick &
Associates, LLC, in Winter Park, Florida, expressed substantial
doubt about University General's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses and negative operating cash flows, and
has negative working capital.

University General reported a net loss of $2.38 million in 2011,
following a net loss of $1.71 million in 2010.

The Company's balance sheet at June 30, 2012, showed $127.52
million in total assets, $113.46 million in total liabilities and
$14.05 million in total equity.


UTSTARCOM HOLDINGS: Closes Divestiture of IPTV Business
-------------------------------------------------------
UTStarcom Holdings Corp. successfully closed the divestiture of
its IPTV business on Aug. 31, 2012.

UTStarcom announced its intention to divest its IPTV equipment
business on July 27, 2012, as part of a Board plan to transition
the Company into higher growth, more profitable areas that the
Board believes will enhance the value of the business.  With the
closure of the divestiture, the IPTV equipment business has become
a privately-held, standalone company.  Upon meeting the
requirements for discontinued operations, UTStarcom will report
results from the IPTV division separately as discontinued
operations in the third quarter of 2012 and for all comparable
periods.  Also, Mr. Jack Lu has left UTStarcom as planned in order
to lead the IPTV equipment business.  Mr. Lu has also resigned
from the Company's Board of Directors.

Simultaneous with the closing, Mr. William Wong has assumed the
positions of UTStarcom's Chief Executive Officer and director on
the Board of Directors.  In addition, Mr. Xiaoping Li, lead
independent director, has been elected as Chairman of the Board by
the directors of the Company.

Mr. Wong brings more than 25 years of technology sector experience
and has served in many executive positions, including as Chief
Executive Officer of Borqs International, which produces software
platforms for mobile operators and chip manufacturers.  He also
served on UTStarcom's Board from September 2010 until December
2011.

"The completion of this transaction is a significant milestone for
UTStarcom," said Mr. Xiaoping Li, Chairman of the Board.  "It is
an important step in streamlining the Company's product portfolio
in favor of a dynamic set of businesses.  We are pleased to
complete it according to the timeline we originally envisioned,
and to move on to the next phase of the Company's transformation."

"We welcome Mr. Wong as UTStarcom's new CEO," continued Mr. Li.
"He has been instrumental in developing the strategic initiatives
we have taken to date, and has demonstrated long-term thinking
that will be invaluable in leading UTStarcom to new levels of
success.  Also, we thank Mr. Lu for his leadership and wish him
every success in developing the IPTV business into a market
leading technology and service provider."

Mr. William Wong, UTStarcom's new CEO, stated, "I am honored and
excited to lead UTStarcom through its business transformation and
build a more growth oriented business.  We have taken an important
step in closing the IPTV divestiture, but it is only the first
step.  I look forward to working with the Board and management
team to find new ways of providing value to our customers and
generating returns for our shareholders."

                        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.


VALENCE TECHNOLOGY: Amends List of Largest Unsecured Creditors
--------------------------------------------------------------
Valence Technology, Inc., filed with the U.S. Bankruptcy Court for
the Western District of Texas amended list of 20 largest unsecured
creditors, disclosing:

   Name of Creditor                    Nature of Claim    Amount
   ----------------                    ---------------    ------
Tianjin Lishen Battery Joint-Stock     Trade Debt       $4,685,281
Co., Ltd.
6 Lanyuan Road
Huayuan Hi-tech Industry park
Tianjin 300384, PR China

Carl Warden                            Loan             $3,016,875
1516 Country Club Drive
Los Altos, CA 94024

Krieg, Keller, Sloan & Reilly          Professional Fees  $661,229
555 Montgomery Street, 17the Floor
San Francisco, CA 94111

Amperex Technology Ltd.                Trade Debt         $127,938

Kuehne & Nagel Logistics NV            Trade Debt          $95,802

Kuehne & Nagel, Inc.                   Trade Debt          $88,929

PMB Helin Donovan, LLP                 Professional Fees   $66,445

Krause & Weisert                       Professional Fees   $34,811

Insight Direct                         Trade Debt          $29,396

Next Innovation, Inc.                  Trade Debt          $27,103

Ghedi International, Inc.              Trade Debt          $25,675

National Depo                          Litigation          $22,539

McGinnis Lochridge & Kilgore, LLP      Professional Fees   $19,666

Host Analytics, Inc.                   Trade Debt          $17,325

Pope, Shamsie & Dooley, LLP            Professional Fees   $14,533

Metal Conversion Tech, LLC             Trade Debt          $13,315

Kim & Chang                            Professional Fees   $12,799

McFadden, Fincham                      Professional Fees   $11,518

Techipower, Inc.                       Trade Debt          $10,808

UNISITI-Shanghai Symphony              Trade Debt           $9,200
Telecom Co., Ltd.

The amendment reflects changes to the amounts of the creditors'
claims.

                     About Valence Technology

Valence Technology, Inc., filed a Chapter 11 petition (Bankr. W.D.
Tex. Case No. 12-11580) on July 12, 2012, in its hometown in
Austin, Texas.  Founded in 1989, Valence develops lithium iron
magnesium phosphate rechargeable batteries.  Its products are used
in hybrid and electric vehicles, as well as hybrid boats and
Segway personal transporters.

The Debtor disclosed debt of $82.6 million and assets of
$31.5 million as of March 31, 2012.  It owes $35 million in loans
to affiliates of Chairman Carl E. Berg, about $34 million in
interest on those loans, and $3 million on a third-party loan.
The company also owes about $9 million on two series of
convertible preferred stock held by Berg affiliates and has $11
million in trade debt and accrued expenses.  Mr. Berg and related
entities own 44.4% of the shares.  ClearBridge Advisors, LLC owns
5.5%.

Valence expects to complete its restructuring during 2012.

Judge Craig A. Gargotta presides over the case.  The Company is
being advised by Streusand, Landon & Ozburn, LLP with respect to
bankruptcy matters.  The petition was signed by Robert Kanode,
CEO.


VISUALANT INC: Extends Expiration of Conv. Debentures to 2013
-------------------------------------------------------------
Visualant, Inc., entered into a Securities Purchase Agreement with
Gemini Master Fund, Ltd., and Ascendiant Capital Partners, LLC,
pursuant to which the Company agreed to issue $1.2 million of 10%
convertible debentures due May 1, 2012. The Company received $1.0
million in cash related to the Agreement.  Under the terms of the
Agreement, the convertible debentures have a floor conversion
price of $0.35 per share and include warrants totaling 2.4 million
shares that are exercisable at a price of $0.50 per share for five
years.  All per share prices are subject to adjustment.

On Aug. 16, 2012, the Company and Investors entered into Second
Amendment to Securities Purchase Agreement and Debentures.  The
Amendment extended the maturity date of the convertible debentures
from Sept. 30, 2012, to Sept. 30, 2013.  In addition, the
additional investment and participation rights as defined in the
Agreement were extended from Sept. 30, 2012, to Sept. 30, 2013.

On Aug. 28, 2012, the Company entered into a Warrant Purchase
Agreement with Gemini Master Fund Limited and acquired the Gemini
Warrant totaling 1.8 million shares, subject to adjustment, by
paying $250,000 on Aug. 28, 2012, and agreeing to pay $250,000 on
or before Nov. 30, 2012.

                        About Visualant Inc.

Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on October 8, 1998.  The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.

Visualant reported a net loss of $2.39 million for the year ended
Sept. 30, 2011, compared with a net loss of $1.14 million during
the previous year.

The Company's balance sheet at June 30, 2012, showed $6.84 million
in total assets, $7.03 million in total liabilities, $28,350 in
noncontrolling iterest, and a $220,669 total stockholders'
deficit.

The Company anticipates that it will record losses from operations
for the foreseeable future.  As of June 30, 2012, the Company's
accumulated deficit was $13.1 million.  The Company has limited
capital resources, and operations to date have been funded with
the proceeds from private equity and debt financings.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.  The audit report prepared by the
Company's independent registered public accounting firm relating
to the Company's financial statements for the year ended Sept. 30,
2011, includes an explanatory paragraph expressing the substantial
doubt about the Company's ability to continue as a going concern.
The audit report prepared by the Company's independent registered
public accounting firm relating to its financial statements for
the year ended Sept. 30, 2011, includes an explanatory paragraph
expressing the substantial doubt about the Company's ability to
continue as a going concern.

                         Bankruptcy Warning

The Securities Purchase Agreement dated June 17, 2011, with
Ascendiant Capital Partners, LLC, will terminate if the Company's
common stock is not listed on one of several specified trading
markets (which include the OTCBB and Pink Sheets, among others),
if the Company files protection from its creditors, or if a
Registration Statement on Form S-1 or S-3 is not effective.

If the price or the trading volume of the Company's common stock
does not reach certain levels, the Company will be unable to draw
down all or substantially all of its $3,000,000 equity line of
credit with Ascendiant.

The maximum draw down amount every 8 trading days under the
Company's equity line of credit facility is the lesser of $100,000
or 20% of the total trading volume of the Company's common stock
for the 10-trading-day period prior to the draw down multiplied by
the volume-weighted average price of the Company's common stock
for that period.  If the Company stock price and trading volume
decline from current levels, the Company will not be able to draw
down all $3,000,000 available under the equity line of credit.

"If we are not able to draw down all $3,000,000 available under
the equity line of credit or if the Securities Purchase Agreement
is terminated, we may need to restructure our operations, divest
all or a portion of our business, or file for bankruptcy," the
Company said in its quarterly report for the period ended June 30,
2012.




VYCOR MEDICAL: Extends 93.6-Mil. Shares Offering Until June 2013
----------------------------------------------------------------
Vycor Medical, Inc., filed with the U.S. Securities and Exchange
Commission a post-effective amendment no. 1 to the Registration
Statement on Sept. 7, 2011, on Form S-1, which was declared
effective Nov. 10, 2011, relating to the offering by selling
shareholders of 93,602,221 shares of common stock par value
$0.0001.

The amendment was being filed to (1) extend the Company's offering
date until June 30, 2013, and (2) include the audited financial
statements for the years ended Dec. 31, 2011, and Dec. 31, 2010,
and unaudited financial statements for the interim period ended
June 30, 2012, and June 30, 2011.

A copy of the amendment is available for free at:

                        http://is.gd/PO8owI

                        About Vycor Medical

Boca Raton, Fla.-based Vycor Medical, Inc. (OTC BB: VYCO)
-- http://www.VycorMedical.com/-- is a medical device company
committed to making neurological brain, spinal and other surgical
procedures safer and more effective.  The Company's flagship,
Patent Pending ViewSite(TM) Surgical Access Systems represent an
exciting new minimally invasive access and retraction system that
holds the potential for speedier, safer and more economical brain,
spinal and other surgeries and a quicker patient discharge.
Vycor's innovative medical instruments are designed to optimize
neurosurgical site access, reduce patient risk, accelerate
recovery, and add tangible value to the professional medical
community.

The Company reported a net loss of $4.77 millionin 2011, compared
with a net loss of $1.98 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$3.41 million in total assets, $3.03 million in total liabilities,
all current, and $383,410 in stockholders' equity.

Paritz & Company, P.A., in Hackensack, New Jersey, expressed
substantial doubt about the Company's ability to continue as a
going concern following the 2011 annual results.  The independent
auditors noted that the Company has incurred a loss since
inception, has a net accumulated deficit and may be unable to
raise further equity.


WARNER MUSIC: Units Enter Into Letter Agreements with Cinram
------------------------------------------------------------
On Aug. 31, 2012, Warner-Elektra-Atlantic Corporation and WEA
International, Inc., each a wholly-owned subsidiary of Warner
Music Group Corp., entered into letter agreements in connection
with the US/Canada Manufacturing and PP&S Agreement, effective as
of July 1, 2010, as amended, by and among WEA and Cinram
International Inc., Cinram Manufacturing LLC and Cinram
Distribution LLC and the International Manufacturing and the PP&S
Agreement, effective as of July 1, 2010, as amended, by and among
WEA International and Cinram International Inc., Cinram GmbH and
Cinram Operation UK Limited, respectively.

In June 2012, WEA and WEA International exercised their rights to
terminate the Cinram Agreements.  As a result of the termination
of the Cinram Agreements, the terms of the US/Canada Transition
Agreement, effective as of July 1, 2010, by and among WEA and
Cinram International Inc., Cinram Manufacturing LLC and Cinram
Distribution LLC and the International Transition Agreement,
effective as of July 1, 2010, by and among WEA International and
Cinram International Inc., Cinram GmbH and Cinram Operation UK
Limited became operative and WEA, WEA International and Cinram
were bound by the terms of those Transition Agreements.

Pursuant to the Asset Purchase Agreement dated June 22, 2012,
Cinram Group, Inc. (formerly Cinram Acquisition, Inc.), agreed to
acquire substantially all of the assets used in the core
businesses carried on by Cinram International Inc. and its
affiliates in North America and Europe.  In connection with the
Sale Transaction, pursuant to the Letter Agreements and subject to
consummation of the US Sale Transaction prior to Sept. 14, 2012,
and the other terms and conditions set forth therein, WEA and WEA
International agreed to consent to the Sale Transaction, rescind
the earlier termination of the Cinram Agreements and reinstate the
Cinram Agreements effective as of June 22, 2012.  Upon
reinstatement of the Cinram Agreements, the Cinram Agreements will
be restored to their original terms and the Transition Agreements
will no longer be operative at this time.  Notwithstanding that
reinstatement, if the European Sale Transaction has not been
consummated by Dec. 31, 2012, WEA International will be entitled
to terminate the International Agreement at that time.  In
addition, pursuant to the Letter Agreement, WEA agreed, upon the
closing of the US Sale Transaction and the assumption and
assignment of the US/Canada Agreement and the US/Canada Transition
Agreement, to discuss in good faith with CGI a potential increase
in certain fees under the US/Canada Agreement or potential changes
in CGI's operations under the US/Canada Agreement that would lead
to increased efficiencies and cost reductions for CGI.  WEA and
CGI agreed to endeavor in good faith to complete such discussions
within 30 days of the closing of the Sale Transaction.

Under the Cinram Agreements, Cinram supplies the Company with
manufacturing and pick/pack/ship services in the United States,
Canada and Central Europe.

Copies of the Letter Agreements are available for free at:

                        http://is.gd/IzcxSD
                        http://is.gd/tNjV6i

                      About Warner Music Group

Based in New York, Warner Music Group Corp. (NYSE: WMG)
-- http://www.wmg.com/-- was formed by a private equity
consortium of investors on Nov. 21, 2003.  The Company is the
direct parent of WMG Holdings Corp., which is the direct parent of
WMG Acquisition Corp.  WMG Acquisition Corp. is one of the world's
major music-based content companies and the successor to
substantially all of the interests of the recorded music and music
publishing businesses of Time Warner Inc.

The Company classifies its business interests into two fundamental
operations: Recorded Music and Music Publishing.  The Company's
Recorded Music business primarily consists of the discovery and
development of artists and the related marketing, distribution and
licensing of recorded music produced by such artists.  The
Company's Music Publishing operations include Warner/Chappell, its
global Music Publishing company, headquartered in New York with
operations in over 50 countries through various subsidiaries,
affiliates and non-affiliated licensees.

In May 2011, Warner Music Group Corp. and Access Industries, the
U.S.-based industrial group, announced the execution of a
definitive merger agreement under which Access Industries will
acquire WMG in an all-cash transaction valued at $3.3 billion.
The purchase includes WMG's entire recorded music and music
publishing businesses.

On July 20, 2011, the Company notified the New York Stock
Exchange, Inc., of its intent to remove the Company's common stock
from listing on the NYSE and requested that the NYSE file with the
SEC an application on Form 25 to report the delisting of the
Company's common stock from the NYSE.  On July 21, 2011, in
accordance with the Company's request, the NYSE filed the Form 25
with the SEC in order to provide notification of that delisting
and to effect the deregistration of the Company's common stock
under Section 12(b) of the Securities Exchange Act of 1934, as
amended.  On August 2, 2011, the Company filed a Form 15 with the
SEC in order to provide notification of a suspension of its duty
to file reports under Section 15(d) of the Exchange Act.  The
Company continues to file reports with the SEC pursuant to the
Exchange Act in accordance with certain covenants contained in the
instruments governing the Company's outstanding indebtedness.

The Company reported a net loss of $60 million on $1.40 billion of
revenue for the six months ended March 31, 2012.  The Company
reported a net loss of $206 million on $2.86 billion of revenue
for the combined 12 months ended Sept. 30, 2011, following a net
loss of $145 million on $2.98 billion of revenue for the fiscal
year ended Sept. 30, 2010.

The Company's balance sheet at June 30, 2012, showed $5.16 billion
in total assets, $4.20 billion in total liabilities and $961
million in total equity.


WARNER SPRINGS: Case Conversion Hearing Set for Sept. 13
--------------------------------------------------------
There's a hearing scheduled Sept. 13, 2012, to consider a motion
to convert the Chapter 11 case of Warner Springs Ranchowners
Association to Chapter 7 liquidation or, in the alternative,
appoint a Chapter 11 trustee.  The motion was filed by the Pala
Band of Mission Indians.

According to Pala, among other things:

   a) there is a substantial or continuing loss to or diminution
      of the estate and the absence of a reasonable likelihood of
      rehabilitation;

   b) there is gross mismanagement of the estate;

   c) the Debtor failed to comply with orders and rules of the
      court; and

   d) there is unexcused failure to satisfy timely any filing or
      reporting requirement established by this title or by any
      rule applicable to the case.

As reported by the Troubled Company Reporter on July 31, the
Debtor filed an opposition to Pala's request.  The Debtor claims
that Pala's allegations are combination of biased, incorrect,
misplaced and exaggerated statements.  According to the Debtor, it
has been in chapter 11 barely four months and, contrary to Pala's
allegations, has been moving diligently forward to sell its
valuable co-owned property consisting of more than 2,300 acres of
unencumbered rural land.

The Debtor explains the bankruptcy was filed to facilitate a sale
of the co-owned property.  Despite best efforts, and despite being
under contract with Pala for over two years, the Debtor was not
able to sell its co-owned property and close escrow pre-petition
due, in part, to Pala's failure to cooperate with resolution of
several contractual issues.

The Debtor believes Pala's motivation in seeking conversion is
simply to chill the market value of the property and potential
interest from third parties in the hope that Pala will be able to
acquire the property for something less than the pre-petition
contract price.

                      About Warner Springs

Warner Springs Ranchowners Association, a California non-profit
mutual benefit corporation, filed for Chapter 11 protection
(Bankr. S.D. Calif. Case No. 12-03031) on March 1, 2012.  Judge
Louise DeCarl Adler presides over the case.  Daniel Silva, Esq.,
and Jeffrey D. Cawdrey, Esq., at Gordon & Rees LLP, represent the
Debtor.  On July 19, 2012, the Bankruptcy Court entered an amended
order approving the Debtor's application to employ Andersen
Hilbert & Parker LLP as special counsel.

The Debtor's schedules disclosed $14,079,894 in assets and
$1,466,076 in liabilities as of the Chapter 11 filing.

Warner Springs Ranchowners Association manages and co-owns 2,300
acres of unencumbered rural land known as the Warner Springs Ranch
in San Diego County, California.  The property has a 150-acre golf
course, natural hot springs, 250 cottage style hotel rooms, tennis
courts, swimming pools and a private airport.  The Debtor co-owns
the property with over 1,200 other individuals and entities.  The
Debtor has 54% of the undivided tenancy-in-common fee interests in
the property.


WARNER SPRINGS: UDI Owners Want to Sit on Official Committee
------------------------------------------------------------
The Ad Hoc Committee of UDI Owners/Creditors in the bankruptcy
case of Warner Springs Ranchowners Association asks the U.S.
Bankruptcy Court to order the appointment of a committee of
creditors holding unsecured claims and consider UDI Owners for
potential membership on the Official Committee.

The Ad Hoc Committee consists of individuals who purchased
undivided tenancy-in-common interests (UDIs) in the Warner Springs
Ranch.  The Debtor has characterized UDI Owners as equity security
holders.  According to the Debtor's schedules, the value of the
UDIs held by the Debtor is approximately $11.275 million.

The Ad Hoc Committee learned that the U.S. Trustee has decided not
to consider or solicit any UDI Owners to sit on any committee,
because, in the U.S. Trustee's belief, the UDI Owners are neither
creditors nor equity security holders and, in any event, are
adequately represented by the Debtor's board of directors.

The Ad Hoc Committee claims that due to the factual circumstances
of the case, all UDI Owners hold prepetition contingent
unliquidated claims arising from those ownership rights.  As
such, the UDI Owners, especially those who have expressed a keen
interest in serving on the Official Committee and economically
have the most at stake in this bankruptcy case, are eligible
to serve and should be considered and solicited by the U.S.
Trustee for service on the Official Committee.

Under the declaration of covenants, conditions, and restrictions
for Warner Springs, each UDI Owner "shall have the right to use
and occupy the [Ranch] at all times, subject only to the
limitations upon such use and occupancy set forth in[,]" inter
alia, the CC&Rs.  There is no provision in the CC&Rs that
implicitly or explicitly authorizes the Debtor or its board of
directors -- with or without UDI Owners' consent -- to completely
shut down all operations of the Ranch and restrict all access to
the Ranch to UDI Owners.

Prepetition the Debtor closed the physical operations of the Ranch
to, not only the public, but to UDI Owners as well.  According to
the Debtor, the reason for the closure was to "prepar[e] for the
close of escrow" in connection with the proposed sale of the Ranch
to Pala Band of Mission Indians for $20.5 million.  Pala owns 184
of the 984 UDIs held by UDI Owners.  The Debtor did not seek
consent of other UDI Owners to close the Ranch.

The UDI Owners are represented by:

         Ali M.M. Mojdehi, Esq.
         Brian W. Byun, Esq.
         COOLEY LLP
         4401 Eastgate Mall
         San Diego, CA 92121
         Telephone: (858) 550-6000
         Facsimile: (858) 550-6420
         E-mail: amojdehi@cooley.com
                 bbyun@cooley.com

                      About Warner Springs

Warner Springs Ranchowners Association, a California non-profit
mutual benefit corporation, filed for Chapter 11 protection
(Bankr. S.D. Calif. Case No. 12-03031) on March 1, 2012.  Judge
Louise DeCarl Adler presides over the case.  Daniel Silva, Esq.,
and Jeffrey D. Cawdrey, Esq., at Gordon & Rees LLP, represent the
Debtor.  The Debtor has hired Andersen Hilbert & Parker LLP as
special counsel.

The Debtor's schedules disclosed $14,079,894 in assets and
$1,466,076 in liabilities as of the Chapter 11 filing.

Warner Springs Ranchowners Association manages and co-owns 2,300
acres of unencumbered rural land known as the Warner Springs Ranch
in San Diego County, California.  The property has a 150-acre golf
course, natural hot springs, 250 cottage style hotel rooms, tennis
courts, swimming pools and a private airport.  The Debtor co-owns
the property with over 1,200 other individuals and entities.  The
Debtor has 54% of the undivided tenancy-in-common fee interests in
the property.


WOLFGANG CANDY: To Work Out Details on Asset Sale
-------------------------------------------------
Brent Burkey at Central Penn Business Journal reports that the
counsel representing Wolfgang Candy Co. In. in bankruptcy
proceedings said the court-approved sale of assets of Wolfgang
Candy has been delayed as the sides continue to work out details
related to the transaction.

The report notes, in August, a bankruptcy court approved a plan
for the sale of company assets and a lease agreement for Wolfgang
real property.  There was some initial expectation the deal with
Alabama-based Divine Serendipity LLC would close quickly after the
court approval, but it did not.

The report says the sides now anticipate the settlement will
happen some time this month, said Wolfgang's counsel, Larry Young
of York-based CGA Law Firm.

Based in York, Pennsylvania, Wolfgang Candy Co., Inc., filed for
Chapter 11 bankruptcy protection on March 13, 2012 (Bankr. M.D.
Penn. Case No. 12-01427).  Judge Mary D. France presides over the
case.  Lawrence V. Young, Esq., at CGA Law Firm, represents the
Debtor.  The Debtor listed assets of less than $50,000, and
estimated debts of between $1 million and $10 million.


WPCS INTERNATIONAL: Inks 2nd Amendment to Sovereign Credit Pact
---------------------------------------------------------------
WPCS International Incorporated and its United States based
subsidiaries entered into a second amendment to loan and security
agreement with Sovereign Bank, N.A., pursuant to which the loan
and security agreement, dated as of Jan. 27, 2012, by and among
Sovereign, the Company and the Company's Subsidiaries, as amended
pursuant to that first amendment to loan and security agreement
dated May 3, 2012, was further amended.  Pursuant to the
Amendment, the Company and Sovereign agreed that:

   1. The maximum available funds pursuant to the revolving line
      of credit was reduced from $6.5 million to $2 million;

   2. The maximum available funds for letters of credit pursuant
      to the revolving line of credit was reduced from $2 million
      to $200,000;

   3. The borrowing base under the Credit Agreement was amended to
      remove the greater of $750,000 or 40% of eligible inventory
      as a basis for borrowing; and

   4. The Company reimbursed Sovereign for costs and expenses
      incurred as a result of the Amendment.

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

                        http://is.gd/zW0Mbb

                      About WPCS International

Exton, Pennsylvania-based WPCS International Incorporated provides
design-build engineering services that focus on the implementation
requirements of communications infrastructure.  The Company
provides its engineering capabilities including wireless
communication, specialty construction and electrical power to the
public services, healthcare, energy and corporate enterprise
markets worldwide.

As reported by the TCR on Dec. 8, 2011, WPCS International and its
United Stated based subsidiaries, previously entered into a loan
agreement, dated April 10, 2007, as extended, modified and amended
several times, with Bank of America, N.A.  The Company is seeking
alternative debt financing and has conducted discussions with
other senior lenders to replace the Loan Agreement.  The Company
may not be successful in obtaining alternative debt financing or
additional financing sources may not be available on acceptable
terms.  If the Company is required to repay the Loan Agreement,
the Company has sufficient working capital to repay the
outstanding borrowings.

J.H. COHN LLP, in Eatontown, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the
fiscal year ended April 30, 2012.  The independent auditors noted
that the Company is in default of certain covenants of its credit
agreement and has incurred operating losses, negative cash flows
from operating activities and has a working capital deficiency as
of April 30, 2012.  These matters raise substantial doubt about
the Company's ability to continue as a going concern.

The Company's balance sheet at April 30, 2012, showed
$35.79 million in total assets, $29.91 million in total
liabilities, and stockholders' equity of $5.88 million.

WPCS reported a net loss attributable to the Company of
$20.54 million for the year ended April 30, 2012, compared to a
net loss attributable to the Company of $36.83 million during the
prior fiscal year.


* Bankruptcies Decline 14% in August, Commercial Cases Off More
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that bankruptcy filings in the U.S. during August were
13.7% fewer than the same month in 2011 and 26.7% below the
identical period in 2010.

According to the report, the 104,300 bankruptcies of all types
last month put the country on track to record 1.25 million for
2012, or 9% fewer than 2011's total.  Bankruptcies in August were
the second-fewest this year.  Filings have declined month by month
since February, according to data compiled from court records by
Epiq Systems Inc.

The report relates that commercial bankruptcies declined at an
even faster pace.  Last month, commercial filings were 26% fewer
than the same month in 2011 and the fewest since January 2008.
Chapter 11 filings, where larger companies reorganize or sell
assets, are set to number about 8,000 this year, or about 7% below
2011 and a 25% drop from 2010.

The report notes that this year to date, filings are down in 49
states.  States with the most filings per capita are Tennessee,
Nevada and Georgia.  Last year's 1.38 million bankruptcies were
11.7% fewer than the 1.56 million in 2010, which recorded the most
bankruptcies since the record of 2.1 million set in 2005.

The Bloomberg report recounts that in 2005, Americans filed for
bankruptcy in advance of new laws making it more difficult for
individuals to cancel debt.  In the two weeks before the law
changed, 630,000 American sought bankruptcy protection.


* BOND PRICING -- For Week From Aug. 27 to 31, 2012
---------------------------------------------------

  Company             Coupon          Maturity    Bid Price
  -------             ------          --------    ---------
AES EASTERN ENER       9.000          1/2/2017       15.500
AES EASTERN ENER       9.670          1/2/2029        9.500
AGY HOLDING COR       11.000        11/15/2014       47.000
AHERN RENTALS          9.250         8/15/2013       55.022
ALION SCIENCE         10.250          2/1/2015       61.925
AMBAC INC              6.150          2/7/2087        1.500
ATK-CALL09/12          6.750          4/1/2016      102.500
ATP OIL & GAS         11.875          5/1/2015       27.330
ATP OIL & GAS         11.875          5/1/2015       26.500
ATP OIL & GAS         11.875          5/1/2015       26.500
BAC-CALL09/12          6.000         9/15/2026      100.000
BAC-CALL09/12          6.250         9/15/2036      100.150
BDC-CALL09/12          7.000         3/15/2017      103.850
BETHEL BAPTIST         7.900         7/21/2026       11.000
BUFFALO THUNDER        9.375        12/15/2014       35.000
DIRECTBUY HLDG        12.000          2/1/2017       20.375
DIRECTBUY HLDG        12.000          2/1/2017       20.375
EASTMAN KODAK CO       7.000          4/1/2017       14.375
EASTMAN KODAK CO       7.250        11/15/2013       15.500
EASTMAN KODAK CO       9.200          6/1/2021        9.100
EASTMAN KODAK CO       9.950          7/1/2018       23.354
EDISON MISSION         7.500         6/15/2013       54.000
ENERGY CONVERS         3.000         6/15/2013       46.000
GEOKINETICS HLDG       9.750        12/15/2014       39.950
GLB AVTN HLDG IN      14.000         8/15/2013       30.000
GLOBALSTAR INC         5.750          4/1/2028       42.563
GMX RESOURCES          4.500          5/1/2015       42.450
GMX RESOURCES          5.000          2/1/2013       70.000
HAWKER BEECHCRAF       8.500          4/1/2015       15.750
HAWKER BEECHCRAF       8.875          4/1/2015       17.250
HAWKER BEECHCRAF       9.750          4/1/2017        0.875
HFC-CALL09/12          8.500         9/15/2016      104.395
KV PHARM              12.000         3/15/2015       31.000
KV PHARMA              2.500         5/16/2033        1.900
KV PHARMA              2.500         5/16/2033        2.875
LEHMAN BROS HLDG       0.250        12/12/2013       21.875
LEHMAN BROS HLDG       0.250         1/26/2014       21.875
LEHMAN BROS HLDG       1.000        10/17/2013       21.875
LEHMAN BROS HLDG       1.000         3/29/2014       21.875
LEHMAN BROS HLDG       1.000         8/17/2014       23.875
LEHMAN BROS HLDG       1.000         8/17/2014       21.875
LEHMAN BROS HLDG       1.250          2/6/2014       21.875
LEHMAN BROS HLDG       1.500         3/29/2013       21.875
LEHMAN BROS INC        7.500          8/1/2026        7.550
LIFECARE HOLDING       9.250         8/15/2013       42.750
MANNKIND CORP          3.750        12/15/2013       62.000
MASHANTUCKET PEQ       8.500        11/15/2015       10.171
MASHANTUCKET PEQ       8.500        11/15/2015        9.250
MASHANTUCKET TRB       5.912          9/1/2021        9.250
MF GLOBAL LTD          9.000         6/20/2038       39.900
MGIC INVT CORP         9.000          4/1/2063       21.843
NEWPAGE CORP          10.000          5/1/2012        4.000
NGC CORP CAP TR        8.316          6/1/2027       14.000
PATRIOT COAL           3.250         5/31/2013       12.500
PENSON WORLDWIDE       8.000          6/1/2014       37.215
PLATINUM ENERGY       14.250          3/1/2015       50.000
PMI CAPITAL I          8.309          2/1/2027        0.500
PMI GROUP INC          6.000         9/15/2016       21.660
POWERWAVE TECH         3.875         10/1/2027        7.487
POWERWAVE TECH         3.875         10/1/2027        7.750
REAL MEX RESTAUR      14.000          1/1/2013       46.450
RESIDENTIAL CAP        6.500         4/17/2013       24.250
RESIDENTIAL CAP        6.875         6/30/2015       20.500
SAVIENT PHARMA         4.750          2/1/2018       25.000
TERRESTAR NETWOR       6.500         6/15/2014       10.000
TEXAS COMP/TCEH       10.250         11/1/2015       28.306
TEXAS COMP/TCEH       10.250         11/1/2015       28.125
TEXAS COMP/TCEH       10.250         11/1/2015       28.270
TEXAS COMP/TCEH       15.000          4/1/2021       37.500
TEXAS COMP/TCEH       15.000          4/1/2021       35.125
THQ INC                5.000         8/15/2014       58.500
TIMES MIRROR CO        7.250          3/1/2013       32.500
TRAVELPORT LLC        11.875          9/1/2016       38.750
TRAVELPORT LLC        11.875          9/1/2016       37.000
TRIBUNE CO             5.250         8/15/2015       34.000
USEC INC               3.000         10/1/2014       37.900
WCI COMMUNITIES        4.000          8/5/2023        0.125
WCI COMMUNITIES        4.000          8/5/2023        0.125



                            *********

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 ***