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         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 17, 2012, Vol. 16, No. 259

                            Headlines

17315 COLLINS: Disclosure Statement Hearing Set on Sept. 25
4KIDS ENTERTAINMENT: Discontinues Operations of UK Subsidiary
400 EAST PALMETTO: Case Summary & 17 Unsecured Creditors
501 GRANT STREET: Lender Wants to Proceed With Foreclosure
ADS WASTE: S&P Assigns 'B' Corporate Credit Rating; Outlook Stable

AFA FOODS: Shuts Down Ashville Ground Beef Processing Facility
AIR 2: Fitch Affirms Rating on Two Equipment Notes at Low-B
ALASKA PACIFIC: Reports $141,000 Net Loss in Second Quarter
AMERICAN AIRLINES: New Pacts With Mechanics, Cabin Crews Okayed
AMERICAN MEDIA: S&P Cuts CCR to 'B-' on Weak Operating Performance

APPLIED DNA: Inks Indemnification Pacts with Directors & Officers
AS SEEN ON TV: Gets $1 Million from Sale of Senior Conv. Notes
AVENTINE RENEWABLE: Wells Fargo Extends Forbearance to Sept. 30
AXESSTEL INC: Enters Agreement to Restructure $8.2MM Liabilities
AXION INTERNATIONAL: Board Appoints Two Additional Directors

BAKERS FOOTWEAR: Has Forbearance Pact with Crystal Until Oct. 6
BAKERS FOOTWEAR: Delays Form 10-Q for July 28 Quarter
BERNARD L. MADOFF: Customers Want Payment Despite Avoidance
BUTTERMILK TOWNE: Court Dismisses Chapter 11 Case
CABLEVISION SYSTEMS: S&P Rates $500 Million Senior Notes 'B+'

CANNERY CASINO: S&P Puts 'B-' Corp Credit Rating on Watch Positive
CANO PETROLEUM: Suspending Filing of Reports with SEC
CAPITOL BANCORP: Objects to Committee's FTI Hiring
CATALYST PAPER: Successfully Completes Chapter 11 Reorganization
CHICAGO FIRE BRICK: Plan Confirmed in 11-Year Old Asbestos Case

CHURCH STREET: Dist. Court Won't Rule on Insurer's Stay Relief Bid
CIRCLE ENTERTAINMENT: Oct. 18 Final Hearing on "Huff" Settlement
CIRCLE STAR: Appoints Elmer Reed to Board of Directors
CITIZENS CORP: Lowerys Can Pursue Lender, But Not Fi-Data Head
CONDOR DEVELOPMENT: Seattle Group's Schedules of Assets & Debts

CONTINENTAL AIRLINES: Fitch Affirms Rating on Three Notes at Low-B
COUDERT BROTHERS: Peabody Seeks to Toss $9MM Clawback Suit
CREDITRON FINANCIAL: Selling Building Complex for $2.7MM
CUBIC ENERGY: Borrows $2-Million From CEO and Chairman
DEEP PHOTONICS: Hiring Enterprise Law as Corporate Counsel

DEEP PHOTONICS: Proposes Kilpatrick Townsend as IP Counsel
DEEP PHOTONICS: Hiring Three Law Firms as Special Purpose Counsel
DEEP PHOTONICS: Can Employ Tonkon Torp as Chapter 11 Counsel
DENNY'S CORP: Adopts a Pre-Arranged Stock Repurchase Program
DIGITAL DOMAIN: Judge Reluctantly Permits Sept. 21 Auction

DIGITAL DOMAIN: Bankruptcy Prompts NYSE Delisting
DIGITAL DOMAIN: Wins Conditional OK on $20-Mil. DIP Package
DIGITAL DOMAIN: Common Stock to Cease Trading on NYSE
EASTMAN KODAK: Delays IP Sale; Continues Talks With Buyers
EASTMAN KODAK: Professional Fees of $38.3 Million Cut by 1.7%

FIRST DATA: Fitch Rates Proposed $400MM Sr. Secured Loan 'BB-/RR2'
FIRSTFED FINANCIAL: Becoming Test Case for Third-Party Releases
FREEDOM ENVIRONMENTAL: Incurs $389,000 Net Loss in Second Quarter
FRIENDFINDER NETWORKS: Reports July Adjusted EBITDA of $8 Million
FUELSTREAM INC: Inks Employment Agreement with CEO

G.A.D. LLC: Voluntary Chapter 11 Case Summary
GAINEY CORPORATION: 10th Cir. BAP Says Buyer Not Liable to Insurer
GINGRICH GROUP: Trademarks Fetch $20,000 in Bankruptcy
GLYECO INC: Extends Closing Date of FCM Agreement Until Sept. 30
H&M OIL: Prospect Wins Partial Victory on Exclusivity Extension

HAWKER BEECHCRAFT: Court Denies Bid to Implement KEIP
HEARTLAND MEMORIAL: Judge Nixes McGuireWoods Malpractice Suit
HOSTESS BRANDS: Teamsters Accepts, Bakers Union Rejects New Deals
IKARIA INC: S&P Keeps 'BB' Rating on $175MM Term Loan After Upsize
IMAGEWARE SYSTEMS: Elects Charles Crocker to Board of Directors

IMPLANT SCIENCES: Grants New Stock Options to Management & Board
INSPIREMD INC: Kesselman & Kesselman Raises Going Concern Doubt
IOWORLDMEDIA INC: Zachary McAdoo Discloses 12.3% Equity Stake
IRVINE SENSORS: Engages ThinkEquity as Investment Banker
JACOBS FINANCIAL: Incurs $1.1 Million Net Loss in Fiscal 2012

JEDD LLC: Can Employ Gullett Sanford as Bankruptcy Counsel
JEFFERSON COUNTY: Judge Declines to Set Deadline to Submit Plan
JOURNAL REGISTER: Committee Has Trade-Supplier Majority
JOURNAL REGISTER: Committee Retains Lowenstein Sandler as Counsel
LADDER CAPITAL: Fitch Assigns Initial IDR at 'BB'; Outlook Stable

LEHMAN BROTHERS: Trustee Opposes Sale of Customer Securities
LEVELLAND/HOCKLEY: Case Converted to Chapter 7 Liquidation
LEXARIA CORP: Swings to $68,100 Net Income in July 31 Quarter
LOCATION BASED TECHNOLOGIES: Annual Shareholders Meet on Sept. 12
LODGENET INTERACTIVE: Media Veteran Richard Battista Named CEO

MADISON HOTELS: Case Summary & 6 Unsecured Creditors
McCOMBS OIL: Halts Operations After Chapter 7 Filing in August
MICHAEL KAMEN: PMC Buys James Reed Property for $5.5 Million
MID-STATE PROPERTIES: Case Summary & 5 Unsecured Creditors
MID STATE TRUSS: Case Summary & 20 Largest Unsecured Creditors

MDU COMMUNICATIONS: Inks $5MM Purchase Pact with Access Media
NET ELEMENT: Partners with Top Russian Mobile Telecom Provider
NET TALK.COM: No Shares Issued to Rate Technology
NEW ENGLAND NATIONAL: More Papers to Be Filed in Suit v. Town
NORTHCORE TECHNOLOGIES: Secures Partnership with KnotGenie

NUTRA PHARMA: Rik Deitsch Succeeds Bruno Sartori as CFO
OVERLAND STORAGE: Incurs $16.2 Million Net Loss in Fiscal 2012
PCF SALECO: Court Awaits Response to Involuntary Filing
PEREGRINE FINANCIAL: CFTC Slows Customer Distribution
PICCADILLY RESTAURANTS: Taps Gordon Arata as Bankruptcy Counsel

PICCADILLY RESTAURANTS: Atalaya Says DIP Loan an Insider Deal
POWERWAVE TECHNOLOGIES: Inks $50MM Credit Agreement with P-Wave
POWERWAVE TECHNOLOGIES: Expects to Cut 120 Workers Worldwide
POWERWAVE TECHNOLOGIES: Fails to Comply with Market Value Rule
QIMONDA AG: Seeks Stay on Altis Suit Over Shared IP's Sale

SBMC HEALTHCARE: Committee Can Retain BMC Group as Notice Agent
SBMC HEALTHCARE: Committee Has OK to Retain Hall Attorneys
SEQUENOM INC: Prices $110-Mil. Offering of 5% Conv. Senior Notes
SMART ONLINE: Sells Add'l $500,000 Convertible Secured Note
SMF ENERGY: Court OKs Sentinel to Terminate Retirement Plan

SOTHEBY'S: S&P Assigns Prelim 'BB+' Senior Secured Debt Rating
SPECTRUM HEALTHCARE: Medicaid, Economic Woes Cue Chapter 11 Filing
STAFFORD RHODES: Has Court's Authority to Use Wells Fargo Cash
STAFFORD RHODES: Can Employ Arnall Golden as Bankruptcy Counsel
STAFFORD RHODES: Can Employ Akin Webster as Conflicts Counsel

STAFFORD RHODES: Proofs of Claim Must be Filed by November 14
STAFFORD RHODES: Can Employ Colliers International as Appraisers
STRATEGIC AMERICAN: Obtains Exploration License in Namibia
SUN RIVER: Delays Form 10-Q for July 31 Quarter
TC GLOBAL: Ronald Neubauer Resigns from Board of Directors

TELETOUCH COMMUNICATIONS: Thermo Demands $7.1-Mil. Payment
TELVUE CORP: Appoints Former 4Xe LLC Executive as CFO
TESORO CORP: S&P Gives 'BB+' Ratings on Two Unsecured Note Issues
TRI-VALLEY: Can Employ Epiq Bankruptcy as Administrative Advisor
TRI-VALLEY: Time to File Schedules & SOFA Extended Until Sept. 21

TRI-VALLEY CORP: Can Employ LRC as Delaware and Conflicts Counsel
TRI-VALLEY CORP: Can Employ FTI Consulting as Financial Advisors
TRI-VALLEY CORP: Can Employ KL Gates as General Bankruptcy Counsel
TRI-VALLEY CORP: Nov. 20 Bar Date Set for Filing of Proof of Claim
TW TELECOM: S&P Affirms 'BB-' Corp Credit Rating; Outlook Positive

UNITED CONTINENTAL: Fitch Affirms 'B' Issuer Default Rating
VALENCE TECHNOLOGY: Receives Delisting Notice from NASDAQ
VANDERRA RESOURCES: Hiring Munsch Hardt as Bankruptcy Counsel
VANDERRA RESOURCES: Files List of 20 Largest Unsecured Creditors
VANDERRA RESOURCES: Sec. 341 Creditors' Meeting Set for Oct. 19

VANDERRA RESOURCES: Wants to Use Cash Collateral for 9 Months
VANDERRA RESOURCES: Has $700,000 DIP Loan From PlainsCapital Bank
VHGI HOLDINGS: CEO & CFO Quit; Paul Risinger Named New CEO
VIKING SYSTEMS: Hughes Capital Discloses 6.8% Equity Stake
VS FOX: Amends List of Largest Unsecured Creditors

VS FOX RIDGE: Amends Schedules of Assets and Liabilities
VS FOX RIDGE: Employs Parsons Kinghorn as Gen. Bankruptcy Counsel
WALLDESIGN INC: Can Employ Allan Villanueva CPA as Tax Preparer
WALLDESIGN INC: Committee Can Retain Jones Day as Counsel
WARNER SPRINGS: Court Won't Convert Case & Remove Management

WATERLOO GARDENS: Chapter 11 Bankruptcy Stings Two Suppliers
WINTDOTS DEVELOPMENT: Kennedy Funding Joins Bid to Dismiss Case
WISP RESORT: Recreational Seeks Access to Cash Until Nov. 18
WISP RESORT: Seeking 60-Day Extension of Exclusivity
WISP RESORT: Hires Rial & Associates as Lending Consultant

WOLVERINE PROCTOR: No Evidentiary Hearing on Report, Legal Fees

* Fitch Publishes Annual 'Credit Encyclo-Media' Report
* Global Corporate Default Tally Increases to 56
* Calif. Pension Overhaul Won't Save Cities From Chapter 9

* Ronald L. Rubin Joins Hunton & Williams' DC Office

* BOND PRICING -- For Week From Sept. 10 to 14, 2012

                            *********

17315 COLLINS: Disclosure Statement Hearing Set on Sept. 25
-----------------------------------------------------------
The Bankruptcy Court for the Southern District of Florida has set
the hearing on Sept. 25, 2012 at 1:30 P.M. to consider approval of
the disclosure statement explaining 17315 Collins Avenue LLC's
chapter 11 plan.

17315 Collins Avenue LLC owns and operates a luxury, beach-front
condominium-hotel located in Sunny Isles Beach, Florida, commonly
known as Sole on the Ocean.  It filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Fla. Case No. 12-10631) on Jan. 10, 2012.

The Debtor is the sole owner of the Project.  WaveStone Properties
LLC owns 100% of the membership interests in the Debtor and has no
other businesses or assets.  Thomas Feeley is the managing member
of WaveStone.

Judge Robert A. Mark presides over the case.  Lawyers at Meland
Russin & Budwick P.A. serve as the Debtor's counsel.  In its
petition, the Debtor estimated $10 million to $50 million in
assets and debts.  Mr. Feeley signed the petition.


4KIDS ENTERTAINMENT: Discontinues Operations of UK Subsidiary
-------------------------------------------------------------
Management of 4Kids Entertainment, Inc., recommended to the board
of directors of the Company that based upon the substantial
operational losses and declining revenues being incurred by the
Company's international operations, those operations should be
discontinued.  Accordingly, on Aug. 16, 2012, the Board determined
to discontinue the operations of its UK Subsidiary, 4Kids
Entertainment International Ltd, effective
Sept. 30, 2012.

In the Company's financial statements for the quarter ending
Sept. 30, 2012, the Company will present the operations of 4Kids
Entertainment International, Ltd., as a discontinued operation.
In connection with the discontinued operations, the Company will
record charges for severance and termination benefits as well as
other exit costs in its results of operations for the nine months
ending Sept. 30, 2012.  The charges will be attributable to
certain exit costs that will be incurred during the period,
including the elimination of sales and related support positions
as well as certain other management positions.

                     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.


400 EAST PALMETTO: Case Summary & 17 Unsecured Creditors
--------------------------------------------------------
Debtor: 400 East Palmetto Park Road, LLC
        426 E. Palmetto Park Road
        Boca Raton, FL 33432

Bankruptcy Case No.: 12-31828

Chapter 11 Petition Date: September 12, 2012

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

Debtor's Counsel: Bradley S. Shraiberg, Esq.
                  SHRAIBERG, FERRARA, & LANDAU P.A.
                  2385 NW Executive Center Dr. #300
                  Boca Raton, FL 33431
                  Tel: (561) 443-0801
                  Fax: (561) 998-0047
                  E-mail: bshraiberg@sfl-pa.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 17 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/flsb12-31828.pdf

The petition was signed by Gregory Talbott, manager.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Boca Post Office, LLC                  12-30463   08/28/12


501 GRANT STREET: Lender Wants to Proceed With Foreclosure
----------------------------------------------------------
Mark Belko at Pittsburgh Post-Gazette reports that SA Challenger
has asked a U.S. Bankruptcy Court judge in Pittsburgh for
permission to move ahead with a sheriff sale for the Union Trust
Building on Grant Street.

The report notes Michael Kamen and Gerson Fox own the building
through 501 Grant Street Partners LLC.

According to the report, 501 Grant Street Partners sought
bankruptcy protection for the building to prevent the real estate
from being sold at a sheriff sale in August after they defaulted
on a $41.4 million mortgage.  With the bankruptcy filing, the sale
was automatically halted.

SA Challenger has filed a motion asking for the stay to be lifted
so that it can proceed with a foreclosure.  The report adds SA
Challenger, which was assigned the mortgage by U.S. Bank, claimed
in the motion that the owners have no current income to fund
operating expenses or to maintain the property and no way to pay
for the administrative expenses associated with the bankruptcy
case.  They also have no equity in the property, it said.

The report says Mr. Kamen and Mr. Fox paid $24.1 million for the
11-story Union Trust Building, built by industrialist Henry Clay
Frick, in February 2008 with the intent of restoring its grandeur.

According to the report, SA Challenger said the building is now
only 30% to 40% occupied.  While the owners estimate the value of
real estate at $27 million to $59 million, the lender claims it
isn't even worth $27 million at this point.  The lender also cited
a recent lawsuit filed by Mr. Kamen in which he estimated the
value at $20 million to $23 million.

Another property owned by Messrs. Kamen and Fox, the James Reed
Building at 435 Sixth Avenue, was recently sold to PMC Property
Group for $5.5 million after no other buyer stepped forward during
a hearing in the U.S. Bankruptcy Court in Los Angeles, California,
where Mr. Kamen's bankruptcy case is pending.

Michael Kamen filed for Chapter 11 protection (Bankr. C.D. Calif.
Case No. 12-19793) on March 19, 2012.

501 Grant Street Partners, LLC, filed for Chapter 11 bankruptcy
(Bankr. W.D. Pa. Case No. 12-23890) on Aug. 3, 2012, listing under
$50,000 in assets and debts.  Roger M. Bould, Esq., at Keevican
Weiss Bauerle & Hirsch, LLC, serves as the Debtor's counsel.


ADS WASTE: S&P Assigns 'B' Corporate Credit Rating; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
corporate credit rating to Jacksonville, Florida-based ADS Waste
Holdings Inc. (ADS). The outlook is stable.

"At the same time, we assigned our preliminary 'B+' issue rating
and preliminary '2' recovery rating to the company's proposed
$1.95 billion credit facilities, consisting of a $300 million
revolving facility and a $1.65 billion term loan B. The '2'
recovery rating indicates our expectation of substantial (70% to
90%) recovery in the event of a payment default," S&P said.

"We also assigned our preliminary 'CCC+' issue rating and '6'
recovery rating to the company's proposed $800 million senior
unsecured notes. The '6' recovery rating indicates our expectation
of negligible (0% to 10%) recovery in the event of a payment
default," S&P said.

"We intend to withdraw the ratings on Advanced Disposal Services
Inc. upon completion of the proposed financing because those
credit facilities will have been refinanced. If the transaction is
not completed as expected, we will resolve the CreditWatch on
Advanced Disposal Services Inc.," S&P said.

"The ratings on ADS Waste Holdings Inc. reflect our view of the
company's 'highly leveraged' financial risk, characterized by high
debt leverage and weak cash flow relative to debt, as well as
financial policy-related risks stemming from its ownership by
equity sponsor Highstar Capital LP," said Standard & Poor's credit
analyst James T. Siahaan. "These weaknesses are partially offset
by its "satisfactory" business risk, highlighted by its
participation in the recession-resistant solid waste services
industry, its good diversity of service-types and geographies, and
its high profit margins, which benefit from vertical integration."

"ADS will be the holding company of solid waste services companies
Advanced Disposal Services Inc., Veolia ES Solid Waste Inc., and
Interstate Waste Services Inc. With $1.4 billion in pro forma
revenues, service to over 2 million customers. With operations in
20 states, ADS will be the fourth-largest solid waste services
company in the U.S. Roughly 60% of revenues come from the Veolia
operations, while 26% and 14% come from the legacy Advanced
Disposal and Interstate Waste businesses," S&P said.

"The company competes in the $56 billion nonhazardous solid waste
industry, which we view as recession-resistant due to the
necessity of services. The industry is mature and has low, steady
growth rates, is highly fragmented nationally, but can be more
consolidated on a local and regional basis and offers attractive
competitive characteristics in certain markets. Industry
participants continue to consolidate, as companies that enhance
their scale, own their own disposal sites, and build their route
density can boost profitability," S&P said.

"The outlook is stable, reflecting our view that ADS will maintain
a financial profile appropriate for the ratings even as it works
though the integration of the Veolia and Interstate Waste assets.
Despite our expectations for slow, tepid economic growth, we
believe that ADS's participation in a stable, low-volatility
industry along with its improved market position and geographic
and customer diversity will support the current ratings," S&P
said.

"We could lower the ratings if operating performance weakens to
the point that adjusted debt to EBITDA continually exceeds 7x or
if liquidity starts to become constrained. The latter may be
indicated by the level of EBITDA headroom under company's
revolving facility declining to less than 15% as compared with the
approximately 30% headroom we expect at the closing of the
transaction. We could also lower the ratings if outlays for
acquisitions or shareholder rewards result in the deterioration of
the financial risk profile. We expect the company to generate free
cash flow and reduce debt to the 6x area," S&P said.

"We could raise the ratings if the company reduces its adjusted
debt to EBITDA ratio toward the 5x level and completes the
integration process without any unforeseen challenges. However,
given the company's very highly leveraged capital structure and
operating prospects in the current difficult economic scenario, we
believe that an upgrade is unlikely at this time," S&P said.


AFA FOODS: Shuts Down Ashville Ground Beef Processing Facility
--------------------------------------------------------------
Dennis Phillips at The Post-Journal reported the closure of AFA
Foods' ground beef processing plant in Ashville, N.Y.  According
to the report, Don Butler, the plant manager, said the plant's
last day of production was Sept. 12, 2012.  Mr. Butler said the
business employed just under 100, all of whom were to be laid off.

The report noted that Mr. Butler in July said the company was
trying to sell the Ashville operation like it had its other
plants.  AFA Foods also had operated plants in California,
Georgia, Pennsylvania and Texas.

                          About AFA Foods

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

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

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

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

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

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


AIR 2: Fitch Affirms Rating on Two Equipment Notes at Low-B
-----------------------------------------------------------
Fitch Ratings has affirmed the ratings for Series A and Series B
enhanced equipment notes (EENs) issued by AIR 2 US at 'BB' and 'B-
' respectively.  The rating Outlooks are Stable.

Air 2 US is a special purpose Cayman Islands company created to
issue the EENs, hold the proceeds as Permitted Investments, and
enter into a risk transfer agreement.  AIR 2 US has entered into
the risk transfer agreement, the Payment Recovery Agreement (PRA),
with a subsidiary of Airbus.  The primary provision of the PRA
states that if United Airlines, Inc. (United) fails to pay
scheduled rentals under existing subleases of aircraft with
subsidiaries of Airbus, AIR 2 US will pay these rental
deficiencies to a subsidiary of Airbus.  These deficiency payments
will come from the Permitted Investments.  As such, the greatest
risk of the transaction is the bankruptcy risk of the lessee
airline.

AIR 2 US is not covered effectively by Fitch's EETC ratings
criteria as a result of the fact that aircraft cannot be sold and
liquidated in the event of lease rejection of Airbus A320 aircraft
sub-leased by United.  Applying a framework similar to that
employed in analysis of corporate obligations, Fitch expects
recoveries for Series A note holders to be very strong in a lease
rejection scenario.  Discounted lease cash flows, applying heavy
stresses to current A320 lease rates, cover Series A principal and
a full liquidity facility draw.  The 'BB' rating, three notches
above United's 'B' IDR, reflects the high level of projected
recovery.

Expected recoveries for Series B note holders would be weak,
reflecting a high probability of lease payment shortfalls in a
post-rejection scenario.  The one notch differential between the
Series B note rating and United's 'B' corporate IDR captures this
weak recovery potential.

Fitch has affirmed the ratings as follows:

AIR 2 US

  -- Series A Enhanced Equipment Notes affirmed at 'BB'; Outlook
     Stable

  -- Series B Enhanced Equipment Notes affirmed at 'B-'; Outlook
     Stable


ALASKA PACIFIC: Reports $141,000 Net Loss in Second Quarter
-----------------------------------------------------------
Alaska Pacific Bancshares, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $141,000 on $1.9 million of net
interest income for the three months ended June 30, 2012, compared
with net income of $120,000 on $2.0 million of net interest income
for the same period of the prior year.

Net interest income for the second quarter of 2012 decreased
$60,000 compared with the second quarter of 2011.  The yield on
loans decreased 40 basis points ("bp") for the second quarter of
2012 to 5.37% compared to 5.77% for the second quarter of 2011 as
a result of a continued low interest rate environment and non-
performing loans.  The interest rate spread decreased 28 bp to
4.68% for the second quarter 2012 compared to 4.96% for the second
quarter of 2011.

The provision for loan losses decreased to $90,000 for the second
quarter of 2012, compared with $193,000 for the second quarter of
2011.

Noninterest income for the second quarter of 2012 increased
$1,000, or 0.3%, to $394,000 compared with $393,000 for the second
quarter of 2011

For the six months ended June 30, 2012, the Company reported net
income of $33,000 on $3.9 million of net interest income, compared
with net income of $342,000 on $3.9 million of net interest income
for the same period of 2011.

The Company's balance sheet at June 30, 2012, showed
$177.4 million in total assets, $156.9 million in total
liabilities, and stockholders' equity of $20.5 million.

                          Consent Orders

According to the regulatory filing, the Company and the Bank each
signed agreements with their former regulator, the Office of
Thrift Supervision ("OTS"), to consent to the issuance of an Order
to Cease and Desist effective Sept. 30, 2010.  The Orders are
formal actions by the OTS requiring the Company and the Bank to
continue to take corrective measures in a number of areas to
strengthen their financial condition and operations.  As a result
of the elimination of the OTS on July 21, 2011, compliance with
the Orders is now determined by the Company's new primary
regulator, the Board of Governors of the Federal Reserve System,
and the Bank's new primary regulator, the Office of the
Comptroller of the Currency ("OCC").

Pursuant to the Order the Bank is required to maintain its Tier 1
(Core) Capital Ratio equal to or greater than 8% after providing
for an adequate allowance for loan and lease losses and Total
Risk-Based Capital Ratio equal to or greater than 12%.

At June 30, 2012, the Bank exceeded each of the Capital Ratio
requirements of the Order.  Under OCC regulations, however, an
institution that enters into a written order is automatically
deemed "adequately capitalized" for OCC purposes at June 30, 2012
regardless of the calculated amount.

A copy of the Form 10-Q is available at http://is.gd/9c9uDA

Alaska Pacific Bancshares, Inc., headquartered in Juneau, Alaska,
is the parent company of Alaska Pacific Bank, a locally-owned,
community bank serving Southeast Alaska since 1935.  The Bank
offers a full range of banking services to individuals and
businesses through its offices in Juneau, Ketchikan, and Sitka,
Alaska.


AMERICAN AIRLINES: New Pacts With Mechanics, Cabin Crews Okayed
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AMR Corp., the parent of American Airlines Inc.,
received approval from the bankruptcy court Sept. 12 for contracts
negotiated consensually with unions for flight attendants and
mechanics.

According to the report, only the pilots at the mainline rejected
their contract.  The bankruptcy judge authorized AMR this month to
impose greater concessions on the pilots than on unions that
voluntarily negotiated cuts.  AMR said it will begin implementing
the pilots' contract changes now that the Court approved new
agreements with the two unions.  The lack of agreement with the
pilots may slow AMR's emergence from Chapter 11 and could push the
company more in the direction of merger with US Airways Group
Inc., in the view of some observers.

The report relates that the AMR creditors' committee supported the
two newly approved contracts that give a total of $14 million cash
to the two unions.  In addition, the flight attendants are to
receive 3% of the stock in reorganized AMR.  The mechanics will
have 4.8% of the equity in return for labor peace.

The Bloomberg report discloses that the pilots are the only union
among the nine at the mainline to vote down a contract.

                     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 MEDIA: S&P Cuts CCR to 'B-' on Weak Operating Performance
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Boca Raton, Fla.-based American Media Inc. to 'B-' from
'B'. The rating outlook is negative.

"In conjunction with the downgrade, we are lowering the issue
rating on the first-lien notes to 'B-' from 'B'. The recovery
rating of '4' remains the same, indicating our expectation of
average (30% to 50%) recovery in the event of a payment default.
We are also lowering the issue rating on the second-lien notes to
'CCC' from 'CCC+'. The recovery rating of '6' remains the same,
indicating our expectation of negligible (0% to 10%) recovery in
the event of a payment default," S&P said.

"The downgrade conveys our expectation that continued declines in
revenues will outweigh the company's cost-reduction measures,
resulting in rising debt leverage, thinning discretionary cash
flow, and a narrowing margin of compliance with financial
covenants," said Standard & Poor's credit analyst Hal Diamond.
American Media has total debt of $494 million on June 30, 2012.

"The ratings on American Media reflect our expectation that
leverage will remain high and interest coverage will thin further.
Weak leverage and interest coverage metrics underpin our view of
American Media's financial profile as 'highly leveraged,' based on
our criteria. We view the business risk profile as 'vulnerable'
based on our criteria, and on our expectations that the business
will remain highly competitive, operating diversity will stay
limited, cyclicality will persist, and adverse secular trends will
remain a threat," S&P said.

"Our rating outlook on American Media is negative. We could lower
the rating if we believe the margin of compliance will fall below
10% as a result of the covenant step-down to 4.5x on Sept. 30,
2013, and we conclude headroom could decrease further. We could
lower our rating if we believe discretionary cash flow will turn
negative. Specifically, this could occur if revenues decline at
a high- to mid-single-digit percentage rate and the EBITDA margin
declines by 200 basis points or more. Continuing structural
pressures on American Media's advertising and circulation revenue
could contribute to such a scenario," S&P said.

"Although a more remote scenario, we could revise the outlook to
stable if the company improves operating performance and we become
convinced that it will restore an adequate margin of compliance
with financial covenants," S&P said.


APPLIED DNA: Inks Indemnification Pacts with Directors & Officers
-----------------------------------------------------------------
Applied DNA Sciences, Inc., entered into an indemnification
agreement with each of its directors and executive officers on
Sept. 7, 2012.

In general, the Indemnification Agreement obligates the Company to
indemnify a director or executive officer, to the fullest extent
permitted by applicable law, for certain expenses.  In addition,
the Indemnification Agreement provides for the advancement of
expenses incurred by the indemnitee in connection with any covered
proceeding to the fullest extent permitted by applicable law.

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

                        http://is.gd/Amf4Lg

               New Infringement Complaint in Florida

On June 6, 2012, a complaint for patent infringement was filed
against the Company by Smartwater, Ltd., in the U.S. District
Court for the District of Massachusetts in an action entitled
Smartwater, Ltd. v. Applied DNA Sciences, Inc., No. 1:12-cv-11009-
PBS.  The complaint alleged that the Company infringed one or more
claims under two of plaintiff's patents by selling or offering for
sale, manufacturing and using certain of the Company's products,
by inducing others to infringe and by contributing to infringement
by others.

The plaintiff sought injunctive relief with respect to the patents
as well as awards of damages and attorneys' fees.  The Company had
not been served with the complaint and on Aug. 24, 2012, the
plaintiff voluntarily dismissed the complaint and refiled a
similar complaint in the United States District Court for the
Southern District of Florida, No. 12-CV-61660-Zioch/Otazo-Reyes.
On Aug. 30, 2012, plaintiff served the Company with the complaint.
The refiled complaint seeks injunctive relief with respect to one
of the patents as well as awards of damages and attorneys' fees.

The Company believes that none of its products infringed any
claims under either of plaintiff's patents and moreover notes that
one of plaintiff's patents has expired.  The Company denies the
allegations in the complaint, believes they are without merit and
intends to defend the action vigorously.

                         About Applied DNA

Stony Brook, N.Y.-based Applied DNA Sciences, Inc., is principally
devoted to developing DNA embedded biotechnology security
solutions in the United States.

RBSM LLP, in New York, noted in its report on Applied DNA's fiscal
2011 financial results that the Company has suffered recurring
losses and does not have significant cash or other material
assets, nor does it have an established source of revenues
sufficient to cover its operations, which raises substantial doubt
about its ability to continue as a going concern.

The Company reported a net loss of $10.51 million for the fiscal
year ended Sept. 30, 2011, compared with a net loss of $7.91
million during the prior year.

The Company's balance sheet at June 30, 2012, showed $1.97 million
in total assets, $653,910 in total liabilities, all current, and
$1.31 million in total stockholders' equity.


AS SEEN ON TV: Gets $1 Million from Sale of Senior Conv. Notes
--------------------------------------------------------------
As Seen On TV, Inc., raised gross proceeds of $1,000,000 from the
sale of Senior Secured Convertible Notes to eight accredited
investors.  The Notes bear interest at a rate of 12% per annum.
The Notes are due and payable six months from the final closing of
the Securities Purchase Agreement.

The indebtedness evidenced by the Notes will be senior to, and
have priority in right of payment over, all indebtedness of
Company now outstanding.  The Notes are secured by a first lien
and security interest in all of the assets of the Company and its
wholly-owned subsidiaries, TV Goods Holdings, Inc., TV Goods,
Inc., and Tru Hair, Inc., pursuant to the terms of a certain
Security Agreement dated as of Sept. 7, 2012, by the Company in
favor of Collateral Agents, LLC, as agent of the Investors.

The Company will use the net proceeds from the Securities Purchase
Agreement for working capital purposes, including advancing
$500,000 to eDiets.com, Inc., under a Senior Promissory Note,
dated Sept. 6, 2012.  On Sept. 7, 2012 the Company advanced eDiets
$500,000 under the eDiets Note.

Additional terms of the eDiets Note require eDiets to comply with
a number of covenants, including a covenant to make any payments
due under the eDiets Note prior to making payments in respect of
indebtedness incurred after Sept. 6, 2012, and a covenant not to
incur additional indebtedness or grant certain liens over its
assets without the prior written consent of the Company.  A copy
of the Convertible Note is available for free at:

                        http://is.gd/vp9qVQ

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

                        http://is.gd/bHjjLr

                        About As Seen on TV

Clearwater, Fla.-based As Seen On TV, Inc., is a direct response
marketing company.  It identifies, develops, and markets consumer
products.

The Company reported a net loss of $8.07 million on $8.16 million
of revenue for the year ended March 31, 2012, compared with a net
loss of $6.97 million on $1.35 million of revenue during the prior
fiscal year.

The Company's balance sheet at March 31, 2012, showed $9.78
million in total assets, $27.05 million in total liabilities, all
current, and a $17.26 million total stockholders' deficiency.


AVENTINE RENEWABLE: Wells Fargo Extends Forbearance to Sept. 30
---------------------------------------------------------------
On Sept. 5, 2012, Aventine Renewable Energy Holdings, Inc., and
each of its subsidiaries and Wells Fargo Capital Finance, LLC, as
agent and sole lender under the Amended and Restated Credit
Agreement dated July 20, 2011, and the Amended and Restated Credit
Agreement and Forbearance Agreement dated July 27, 2012, entered
into an amendment to both agreements.

Under the Revolver Forbearance, Agent agreed, subject to specified
limitations and conditions, to amend (i) the Revolving Credit
Agreement to change the date for cash collateralization of the
undrawn amount of Aventine's outstanding letters of credit from
Sept. 7, 2012, to Sept. 30, 2012, and (ii) the forbearance
agreement to extend the date of the forbearance period from the
earlier of (a) Sept. 30, 2012, or (b) the occurrence of a further
event of default under the Revolving Credit Agreement or the
occurrence of certain other events specified in the forbearance
agreement.

                     About Aventine Renewable

Pekin, Illinois-based Aventine Renewable Energy Holdings, Inc.
(OTC BB: AVRW) -- http://www.aventinerei.com/-- markets and
distributes ethanol to many of the leading energy companies in the
U.S.  In addition to producing ethanol, its facilities also
produce several by-products, such as distillers grain, corn gluten
meal and feed, corn germ and grain distillers dried yeast, which
generate revenue and allow the Company to help offset a
significant portion of its corn costs.

The Company and all of its direct and indirect subsidiaries
filed for Chapter 11 (Bankr. D. Del. Lead Case No. 09-11214) on
April 7, 2009.  The Debtors filed their First Amended Joint Plan
of Reorganization under Chapter 11 of the Bankruptcy Code on
Jan. 13, 201.  The Plan was confirmed by order entered by the
Bankruptcy Court on Feb. 24, 2010, and became effective on
March 15, 2010.

The Company reported a net loss of $43.39 million for the year
ended Dec. 31, 2011, compared with a net loss of $25.46 million
for the ten months ended Dec. 31, 2010.

The Company's balance sheet at March 31, 2012, showed
$384.90 million in total assets, $248.91 million in total
liabilities and $135.98 million in total stockholders' equity.

                           *     *     *

As reported by the TCR on July 20, 2012, Standard & Poor's Ratings
Services lowered its corporate credit rating on Aventine Renewable
Energy Holdings Inc. to 'CC' from 'CCC+'.  "The downgrade reflects
the company's uncertain liquidity following its announcement that
on July 6, 2012, it entered into an amendment to its credit
agreement that could effectively prevent it from drawing on its
revolving credit facility and letters of credit," said Standard &
Poor's credit analyst Matthew Hobby.

In the Aug. 8, 2012, edition of the TCR, Moody's Investors Service
lowered Aventine Renewable Energy Holdings Inc.'s Corporate Family
Rating (CFR) to Ca from Caa3 and Probability of Default Rating to
Ca/LD from Caa3.  The CFR downgrade and Ca/LD probability of
default rating reflect Moody's understanding that Aventine did not
make its scheduled July 31, 2012, term loan interest payment.


AXESSTEL INC: Enters Agreement to Restructure $8.2MM Liabilities
----------------------------------------------------------------
Axesstel, Inc., has reached an agreement with Wistron Neweb
Corporation to restructure $8.2 million in past due accounts
payable into a short- and long-term payment obligation.  The
Payment Confirmation Agreement dated as of Sept. 7, 2012, will
result in an immediate improvement to Axesstel's working capital
position.

"This agreement is a significant step in improving our balance
sheet," said Patrick Gray, chief financial officer.  "We have
eliminated $8.2 million in past due current liabilities and
replaced it with a long-term payment plan.  By removing WNC's
security interest in certain Axesstel assets, the agreement will
also assist us in our efforts to replace or restructure our
accounts receivable credit facility and reduce our borrowing
cost."

Under the terms of the Payment Confirmation Agreement, Axesstel
will pay WNC an aggregate of $8,172,000 as follows: $308,000 on
signing the Payment Confirmation Agreement; $150,000 on or before
Sept. 30, 2012; and $7,714,000 by the deliver of a Promissory
Note.  The Promissory Note calls for payments of $50,000 per
month, plus an additional payment on or before March 31st of each
year in the amount, if any, that would make the total of all
payments to WNC for the prior year equal to 50% of the company's
net income for that year.  Amounts due under the Promissory Note
are unsecured and non-interest bearing.

The Payment Confirmation Agreement settled all disputes between
Axesstel and WNC, including the release of a security interest
that WNC had been granted in certain Axesstel assets.  Axesstel
has previously announced that, on the basis of its improving
financial performance, it is looking to replace or restructure its
accounts receivable credit facility in order to reduce its
borrowing costs.  Elimination of WNC's security interest was
expected to be a requirement for any new credit facility.

                           About Axesstel

Axesstel Inc., based in San Diego, Calif., develops fixed wireless
voice and broadband access solutions for the worldwide
telecommunications market.  The Company's product portfolio
includes fixed wireless phones, wire-line replacement terminals,
and 3G and 4G broadband gateway devices used to access voice
calling and high-speed data services.

The Company's balance sheet at June 30, 2012, showed
$14.96 million in total assets, $25.03 million in total current
liabilities, and a shareholders' equity of $10.07 million.

As reported in the TCR on Feb. 23, 2012, Gumbiner Savett Inc., in
Santa Monica, Calif., expressed substantial doubt about Axesstel'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 although the Company generated net income in
2011, the Company has historically incurred substantial losses
from operations and the Company may not have sufficient working
capital or outside financing available to meet its planned
operating activities over the next twelve months.  "Additionally,
there is uncertainty as to the impact that the worldwide economic
downturn may have on the Company's operations."


AXION INTERNATIONAL: Board Appoints Two Additional Directors
------------------------------------------------------------
Axion International Holdings, Inc.'s Board of Directors appointed
Allen Kronstadt and Thomas Bowersox as directors pursuant to the
Note Purchase Agreement dated as of Aug. 24, 2012, among the
Company, MLTM Lending, LLC, Samuel Rose, Kronstadt and the other
investors.  Mr. Kronstadt was appointed to the Compensation
Committee of the Board and Mr. Bowersox was appointed to the Audit
Committee of the Board.

On Sept. 11, 2012, Peter Janoff, a member of the Board, notified
the Board that he was resigning as a member of the Board effective
as of that date.

On April 25, 2012, the Company entered into a Memorandum of
Understanding with Melvin Lenkin, an affiliate of MLTM, Rose and
Kronstadt pursuant to which the Company issued demand promissory
notes in the aggregate principal amount of $5,000,001, including a
Demand Note issued to Kronstadt in the principal amount of
$1,666,667.  The aggregate principal amount of the Demand Notes,
together with accrued interest in the amount of $128,518, was
repaid pursuant to the Note Purchase Agreement.  Interest accrued
on the Demand Notes at the rate of 8.0% per annum.

Under the terms of the Note Purchase Agreement, the Company issued
and sold to the Investors an aggregate principal amount of
$5,128,519 of the Company's 8.0% convertible promissory notes
which are initially convertible into shares of the Company's
common stock, no par value, at a conversion price equal to $0.40
per share of Common Stock, subject to adjustment as provided on
the terms of the Convertible Notes, and associated warrants to
purchase, in the aggregate, 12,821,302 shares of Common Stock,
exercisable at an exercise price of $0.60 per share of Common
Stock, subject to adjustment as provided on the terms of the
Warrants.  In consideration for the issuance of the Notes and the
Warrants, the Investors converted the aggregate principal amount
outstanding, together with all accrued and unpaid interest, under
the Demand Notes.  As of Sept. 12, 2012, the initial aggregate
principal amount of the Convertible Notes remains outstanding, and
no principal or interest has been paid to date.  Interest accrues
on the Convertible Notes at the rate of 8.0% per annum.

Pursuant to the Note Purchase Agreement, Kronstadt purchased a
Convertible Note in the original principal amount of $1,709,629
which is initially convertible into 4,274,075 shares of Common
Stock and an associated Warrant to purchase 4,274,075 shares of
Common Stock.  Kronstadt converted $1,666,667.00 in principal,
together with $42,962.97 of accrued and unpaid interest, under his
Demand Note as consideration for his Convertible Note and
associated Warrant.

In connection with the entry into the Note Purchase Agreement,
pursuant to the terms thereof, on Aug. 24, 2012, (i) the Company
and the Investors entered into a Registration Rights Agreement
pursuant to which the Company granted to the Investors certain
demand and piggyback registration rights with respect to the
registration of certain Company securities under the Securities
Act of 1933, as amended, and the rules and regulations promulgated
thereunder, and (ii) the Company, Axion International, Inc., a
Delaware corporation and wholly-owned subsidiary of the Company,
and the Investors entered into a Security Agreement pursuant to
which the Company and Axion International granted a security
interest and lien in all of their assets and rights to the
Investors to secure the Company's obligations under the
Convertible Notes.

                     About Axion International

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

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

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

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


BAKERS FOOTWEAR: Has Forbearance Pact with Crystal Until Oct. 6
---------------------------------------------------------------
Bakers Footwear Group, Inc., entered into a Forbearance Agreement
with Crystal Financial LLC, as lender, administrative agent and
collateral agent, with respect to the credit agreement entered
into between the parties.  As of Sept. 5, 2012, the balance on the
facility was approximately $15.7 million.

The Company was in default under the Credit Agreement for failure
to comply with certain requirements in respect of maximum
borrowing limits, repayment of excess amounts and a covenant
relating to late payments and other obligations in respect of
certain leases.  However, Crystal has previously continued to make
advances in excess of the contractual limit, which currently
amount to approximately $390,000.

Pursuant to the Forbearance Agreement, the Company acknowledged
the events of default.  Without waiving any of the Company's
defaults, the Lender has agreed to forbear exercising any rights
and remedies under the Credit Agreement until Oct. 6, 2012, or
until the Forbearance Agreement is otherwise terminated.

As previously disclosed, Oct. 6, 2012, is the first deadline for
landlord consents in respect of the Company's Asset Purchase
Agreement with Aldo U.S., Inc.

Under the terms of the Forbearance Agreement, the following
additional requirements, including changes to the Credit
Agreement, were agreed to:

   * The formula for the borrowing base was revised to increase
     the amount the Company may borrow under the credit facility.
     The new formula adds to the definition of the borrowing base
     certain in-transit cash and a sliding amount of additional
     availability relating to rent, with a maximum increase under
     the availability reserves of $750,000.  The Forbearance
     Agreement, however, does not provide for any other increases
     to existing amounts borrowed under the Credit Agreement.

   * The interest rate under the Credit Agreement was increased by
     two percentage points from Libor rate plus 7.00% per annum to
     Libor rate plus 9.00% per annum.

   * The Company agreed to retain, on specified terms and
     conditions, at its own expense, Alliance Management as the
     Company's financial and management consultant to aid and
     assist the Company in operating its business and complying
     with the terms and conditions of the Forbearance Agreement
     and the Credit Agreement until the full and final payment of
     all of the sums due under these agreements.  The Consultant
     is authorized to communicate directly with the Lender.

   * The Company agreed to develop, in consultation with the
     Consultant, acceptable weekly cash flow and availability
     projections.

   * The Company agreed to provide the Lender with monthly desk
     top appraisals of the Company's inventory, at Company's own
     expense.

   * The Company agreed to pay certain Lender's fees and expenses
     (including attorney's fees) in connection with the credit
     facility, including audit and examination fees, upon demand.

The Forbearance Agreement requires the Company to pay a $75,000
forbearance fee upon effectiveness.  The Company agreed to waive
any offsets, defenses or claims against the Lender with respect to
the Credit Agreement and its obligations thereunder.

Prior to expiration of the Forbearance Agreement, the Company
plans to seek an extension of the forbearance period, or negotiate
a further amendment or waiver agreement with the Lender so that it
may complete the previously disclosed restructuring.  The Company
can give no assurance that it will comply with the Forbearance
Agreement, or that it will successfully negotiate any further
extension, or as to the terms and conditions thereof, if any.  If
the Company does not comply with the Forbearance Agreement, or
continue to meet the Lender's conditions, or otherwise satisfy the
Lender, the Lender may accelerate the Company's indebtedness, or
it may be automatically accelerated, or the Lender may foreclose
on its assets.  If that acceleration occurred, the Company
currently has insufficient cash to pay the amounts owed and would
be forced to seek emergency alternative financing in order to
continue to operate.

Even if the Company continues to receive funding from its Lender,
the Company will continue to face a heightened risk of action in
respect of prior defaults under the facility, or future defaults,
until it is able to successfully negotiate an amendment and waiver
agreement with the Lender.

The Company maintains other relationships with the Lender from
time to time, including commercial banking and other financial
services.

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

                        http://is.gd/1zZ66D

                       About Bakers Footwear

St. Louis, Mo.-based Bakers Footwear Group, Inc. (OTC BB: BKRS.OB)
is a national, mall-based, specialty retailer of distinctive
footwear and accessories for young women.  The Company's
merchandise includes private label and national brand dress,
casual and sport shoes, boots, sandals and accessories.  The
Company currently operates 231 stores nationwide.  Bakers' stores
focus on women between the ages of 16 and 35.  Wild Pair stores
offer fashion-forward footwear to both women and men between the
ages of 17 and 29.

The Company reported a net loss of $10.95 million for the
year ended Jan. 28, 2012, a net loss of $9.29 million for the year
ended Jan. 29, 2011, and a net loss of $9.08 million for the year
ended Jan. 30, 2010.

After auditing the Company's financial results for fiscal 2012,
Ernst & Young LLP, in St. Louis, Missouri, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
substantial losses from operations in recent years and has a
significant working capital deficiency.

The Company reported a net loss of $10.95 million on
$185.09 million of net sales for the 52 weeks ended Jan. 28, 2012,
compared with a net loss of $9.29 million on $185.62 million of
net sales for the 52 weeks ended Jan. 29, 2011.

The Company's balance sheet at April 28, 2012, showed $41.90
million in total assets, $59.49 million in total liabilities and a
$17.59 million total shareholders' deficit.

                         Bankruptcy Warning

The Company said in the Form 10-K for the year ended Jan. 28,
2012, that if it does not achieve its updated business plan and
its margin improvement and cost reduction plan, or if the Company
were to incur significant unplanned cash outlays, it would become
necessary for the Company to quickly seek additional sources of
liquidity, or to find additional cost cutting measures.  Any
future financing would be subject to the Company's financial
results, market conditions and the consent of the Company's
lenders.  The Company may not be able to obtain additional
financing or it may only be able to obtain such financing on terms
that are substantially dilutive to the Company's current
shareholders and that may further restrict the Company's business
activities.  If the Company cannot obtain needed financing, its
operations may be materially negatively impacted and the Company
may be forced into bankruptcy or to cease operations.


BAKERS FOOTWEAR: Delays Form 10-Q for July 28 Quarter
-----------------------------------------------------
There have been significant changes in Bakers Footwear Group,
Inc.'s senior management that have occurred since its last
quarterly report on Form 10-Q, including a significant reduction
in staffing.  The Company has undertaken a broad series of actions
designed to restructure the Company's business as a result of the
Company's recent liquidity situation, including actions in
connection with the Company's lending arrangements.

In light of multiple demands, the Company's senior management has
not completed its financial analysis of the restructuring and the
Company has been unable to complete all of the steps necessary to
file its Form 10-Q for the fiscal quarter ended July 28, 2012, on
a timely basis without unreasonable effort and expense.  The
Company intends to file the Form 10-Q later in September 2012, or
as soon as reasonably practicable.

                       About Bakers Footwear

St. Louis, Mo.-based Bakers Footwear Group, Inc. (OTC BB: BKRS.OB)
is a national, mall-based, specialty retailer of distinctive
footwear and accessories for young women.  The Company's
merchandise includes private label and national brand dress,
casual and sport shoes, boots, sandals and accessories.  The
Company currently operates 231 stores nationwide.  Bakers' stores
focus on women between the ages of 16 and 35.  Wild Pair stores
offer fashion-forward footwear to both women and men between the
ages of 17 and 29.

The Company reported a net loss of $10.95 million for the
year ended Jan. 28, 2012, a net loss of $9.29 million for the year
ended Jan. 29, 2011, and a net loss of $9.08 million for the year
ended Jan. 30, 2010.

After auditing the Company's financial results for fiscal 2012,
Ernst & Young LLP, in St. Louis, Missouri, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
substantial losses from operations in recent years and has a
significant working capital deficiency.

The Company reported a net loss of $10.95 million on
$185.09 million of net sales for the 52 weeks ended Jan. 28, 2012,
compared with a net loss of $9.29 million on $185.62 million of
net sales for the 52 weeks ended Jan. 29, 2011.

The Company's balance sheet at April 28, 2012, showed $41.90
million in total assets, $59.49 million in total liabilities and a
$17.59 million total shareholders' deficit.

                         Bankruptcy Warning

The Company said in the Form 10-K for the year ended Jan. 28,
2012, that if it does not achieve its updated business plan and
its margin improvement and cost reduction plan, or if the Company
were to incur significant unplanned cash outlays, it would become
necessary for the Company to quickly seek additional sources of
liquidity, or to find additional cost cutting measures.  Any
future financing would be subject to the Company's financial
results, market conditions and the consent of the Company's
lenders.  The Company may not be able to obtain additional
financing or it may only be able to obtain such financing on terms
that are substantially dilutive to the Company's current
shareholders and that may further restrict the Company's business
activities.  If the Company cannot obtain needed financing, its
operations may be materially negatively impacted and the Company
may be forced into bankruptcy or to cease operations.


BERNARD L. MADOFF: Customers Want Payment Despite Avoidance
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that several customers of Bernard L. Madoff Investment
Securities LLC contend they should be paid immediately on their
claims, even though they later might held liable for receiving
fraudulent transfers of stolen money.  U.S. District Judge Jed
Rakoff will decide whether the customers are correct after an
Oct. 9 hearing.

According to the report, the question confronting Judge Rakoff
next month arises from Section 502(d) of the Bankruptcy Code,
which says a creditor won't be paid on a claim if the creditor is
accused of receiving a preferential payment or a fraudulent
transfer.  The claim is paid after the creditor defeats the
preference or fraud allegation, or pays off the preference or
fraudulent transfer liability.

The report relates that the Madoff liquidation is being conducted
under the Securities Investor Protection Act which incorporates
Section 502(d) unless "inconsistent" with SIPA.  Customers in 13
lawsuits claim it's inconsistent.  Judge Rakoff previously ruled
that he, rather than the bankruptcy judge, will decide whether
Section 502(d) applies in SIPA cases like Madoff.  Irving Picard,
the Madoff trustee, filed papers saying he's entitled to withhold
payment on a customer's claim if the customer is being sued for
the recovery of fictitious profits.

The report notes the customers pointed to a provision in SIPA
under which the trustee is required to pay customer claims
"promptly."  They contend the provision is inconsistent with
Section 502(d), where there could be years of delay in paying a
claim.

According to the Bloomberg report, Mr. Picard sees no
inconsistency.  He said that a SIPA liquidation is almost
identical to an ordinary bankruptcy liquidation, and it would be
inequitable to pay a customer who may owe money that should be
distributed to innocent customers.

The customers will file another set of papers with Judge Rakoff on
Sept. 28.

The report relays that Mr. Picard disclosed that customers will be
receiving a distribution of an additional 33.5% of their approved
claims on Sept. 21.  The new distribution will bring customers'
recovery to 38.1%.  The trustee is holding back enough money to
cover the claims of the customers in the 13 lawsuits should Judge
Rakoff decide that Section 502(d) doesn't apply and they are
entitled to immediate payment.

                      About Bernard L. Madoff

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

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

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

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

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

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

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


BUTTERMILK TOWNE: Court Dismisses Chapter 11 Case
-------------------------------------------------
The U.S. Bankruptcy Court approved Buttermilk Towne Center, LLC's
motion to dismiss its Chapter 11 case.

The Debtor sought dismissal because it has no employees to assist
with further administration of the case.

No objections were filed to the proposal.

The Debtor believes the expenses associated with administering the
remaining funds under either Chapter 11 or Chapter 7 of the
Bankruptcy Code will likely exceed the amount of the remaining
funds.

The Hon. Tracey N. Wise denied an earlier motion to dismiss the
case filed on April 3, finding that, among other things:

   -- the pleading does not meet the notice and opportunity for
      hearing criteria as set forth by the Court;

   -- notice of hearing is missing; and

   -- the motion must provide 21 days' notice of opportunity for
      filing objections or of hearing.

The Debtor related that it has finalized the sale and delivered
its ending cash collateral to Bank of America, N.A.  Although the
value of the project was ultimately lower than the amount owed to
BofA on the Petition Date, the sale was structured so that most of
the Debtor's constituencies received or will receive some recovery
on their claims.  BofA received monthly payments totaling in
excess of $1.5 million during the case and net sale proceeds of
approximately $18 million.  The PILOT creditors (the City of
Crescent Springs, the Kenton County School Board, and the Kenton
County Library) were paid roughly $1.5 million in cure payments,
and the Buyer has assumed the PILOT agreements.

The sale also provided for full payment of L.A. Fitness'
$4 million claim, and L.A. Fitness has entered into a new long-
term lease with the buyer.  The buyer assumed all other tenants'
unexpired leases, and all cure payments with respect to the leases
were paid.  Finally, although equity holders did not receive any
payments, they did have the opportunity to participate in the sale
process and submit bids for the Project.

                   About Buttermilk Towne Center

Cincinnati, Ohio-based Buttermilk Towne Center, LLC, owned and
operated a commercial real estate development, known as Buttermilk
Towne Center, located in Crescent Springs, Kenton County,
Kentucky.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Ky. Case No. 10-21162) on April 28, 2010.  Timothy J. Hurley,
Esq., Paige Leigh Ellerman, Esq., and Beth A. Silvers, Esq., at
Taft Stettinius & Hollister LLP, serve as the Debtor's counsel.
The Company disclosed $28,999,954 in assets and $41,085,856 in
liabilities as of the Petition Date.


CABLEVISION SYSTEMS: S&P Rates $500 Million Senior Notes 'B+'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
Bethpage, N.Y.-based cable-TV operator Cablevision Systems Corp.'s
$500 million senior notes due 2022. "The recovery rating is '6',
indicating our expectation for negligible (0% to 10%) recovery of
principal in the event of a payment default. Other ratings on
Cablevision and subsidiaries, including its 'BB' corporate credit
rating, are not affected by the debt issuance. The outlook remains
stable. The company intends to use the proceeds to repurchase up
to an aggregate $400 million of two senior note issues of
subsidiary CSC Holdings LLC with the balance to repay a portion of
secured bank debt. Cablevision reported about $11 billion of debt
on June 30, 2012," S&P said.

"Ratings on Cablevision reflect our current view of a 'strong'
business risk profile. We revised this profile from
"satisfactory,' recognizing the good revenue visibility
characteristics of Cablevision's largely subscription-based cable-
TV business and only limited video subscriber losses despite the
presence of Verizon's FiOS service in much of the Cablevision's
metro-NY service area. We view the financial risk profile of this
family-controlled company as 'aggressive.' Debt leverage is in the
5x area, with limited potential for improving that metric over the
next year given accelerated capital spending and recent restraint
on rate increases," S&P said.

RATINGS LIST

Cablevision Systems Corp.
Corporate Credit Rating           BB/Stable/--

New Ratings

Cablevision Systems Corp.
Senior Unsecured
  $500 mil sr notes due 2022       B+
   Recovery Rating                 6


CANNERY CASINO: S&P Puts 'B-' Corp Credit Rating on Watch Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' corporate
credit rating on Las Vegas-based Cannery Casino Resorts LLC
(Cannery) on CreditWatch with positive implications.

"At the same time, we assigned our preliminary 'BB-' issue-level
rating to Cannery's proposed $390 million first-lien credit
facilities. We also assigned this debt our preliminary recovery
rating of '1', indicating our expectation of very high (90% to
100%) recovery for lenders in the event of a payment default. The
proposed facility consists of a $40 million senior secured
revolving credit facility due 2017 and a $350 million senior
secured term loan due 2018," S&P said.

"In addition, we assigned our preliminary 'CCC+' rating to
Cannery's proposed $175 million second-lien senior secured term
loan due 2019, and we assigned this debt our preliminary recovery
rating of '6', indicating our expectation of negligible (0% to
10%) recovery for lenders in the event of a payment default," S&P
said.

"Cannery expects to use proceeds from the issuance to refinance
its existing credit facilities and repay $62.8 million of its
preferred stock. In conjunction with the transaction, $38.0
million of the preferred stock will also be converted to common
equity, such that only $24.2 million of the preferred will be
outstanding pro forma for the transaction. Our preliminary ratings
are subject to our review of final documentation," S&P said.

"The CreditWatch listing reflects our expectation that we will
raise our corporate credit rating on Cannery to 'B' from 'B-'
after the transaction closes," said Standard & Poor's credit
analyst Michael Halchak. "The upgrade would reflect the
elimination of near-term covenant and refinancing concerns, as
well as the reduction of a large portion of Cannery's preferred
stock (which we view as debt). Although Cannery will have lower
cash interest coverage as a result of the transaction (moving from
the mid-2x to the high-1x area), over the longer term, we believe
this transaction provides a more manageable capital structure as
it eliminates a large portion of the preferred stock (the
preferred accrues at 20% rate)."

"Although Cannery has improved its financial profile we still view
the financial risk profile as 'highly leveraged,' according to our
criteria, given the company's high debt balances and our
projection that debt to EBITDA will remain above 6.5x through
2013," S&P said.

"In resolving the CreditWatch listing, we will monitor Cannery's
progress toward completing its proposed refinancing transaction.
After the transaction closes and we have reviewed the executed
documentation, we expect to raise our corporate credit rating to
'B'. If Cannery does not successfully close its transaction, we
likely would affirm our 'B-' rating and remove it from
CreditWatch. However, failure to close the proposed transaction
would likely bring into question Cannery's ability to meet its
upcoming maturities and result in a negative rating outlook," S&P
said.


CANO PETROLEUM: Suspending Filing of Reports with SEC
-----------------------------------------------------
Cano Petroleum, Inc., filed a Form 15 with the U.S. Securities and
Exchange Commission notifying of its suspension of its duty under
Section 15(d) to file reports required by Section 13(a) of the
Securities Exchange Act of 1934 with respect to its common stock.
There was only one holder of the common shares as of Sept. 11,
2012.

                        About Cano Petroleum

Cano Petroleum, Inc. (NYSE Amex: CFW), an independent Texas-
based energy producer with properties in the mid-continent region
of the United States, filed for Chapter 11 bankruptcy (Bank. N.D.
Tex. Lead Case No. 12-31549) on March 7, 2012.  Other affiliates
also sought bankruptcy protection: Cano Petro of New Mexico,
Ladder Companies, Inc., Square One Energy, Inc., Tri-Flow, Inc.,
W.O. Energy of Nevada, Inc., W.O. Operating Company, Ltd., W.O.
Production Company, Ltd., and WO Energy, Inc.  The cases are
jointly administered.

The Debtors filed for bankruptcy to pursue a sale under a joint
plan of reorganization filed on the petition date.  Cano Petroleum
have entered into a Stalking Horse Stock Purchase Agreement with
NBI Services Inc., pursuant to which NBI would purchase all of the
shares of common stock that would be issued by Reorganized Cano
under the Plan for $47.5 million.  The deal is subject to higher
and better offers and a possible auction.

The petitions were filed by James R. Latimer, III, chief executive
officer.  Judge Barbara J. Houser oversees the case.  The Debtors
are represented by lawyers at Thompson & Knight LLP, in Dallas
Texas.

Cano Petroleum's consolidated balance sheet at Sept. 30, 2011,
showed $63.37 million in total assets, $116.25 million in total
liabilities, and a $52.88 million total stockholders' deficit.  In
schedules filed with the Court, Cano Petroleum disclosed
$1.16 million in assets and $82.5 million in liabilities.

Union Bank of California, the administrative agent and issuing
lender under the Debtors' prepetition senior credit facility; and
UnionBanCal Equities, Inc., the administrative agent and issuing
lender, under the junior credit facility, are represented by:
William A. "Trey" Wood III, Esq., at Bracewell & Giuliani LLP.

The Office of the U.S. Trustee has not appointed an official
committee of unsecured creditors in the case.

The Bankruptcy Court entered an order approving and confirming the
Second Amended Joint Plan of Reorganization of Cano Petroleum,
Inc., and its subsidiaries and approving the Stock Purchase
Agreement, dated as of March 7, 2012, by and among NBI Services,
Inc., and the Debtors, and authorizing the consummation of the
transaction contemplated thereby.


CAPITOL BANCORP: Objects to Committee's FTI Hiring
--------------------------------------------------
BankruptcyData.com reports that Capitol Bancorp filed with the
U.S. Bankruptcy Court an objection to the official committee of
unsecured creditors' motion to retain FTI Consulting as financial
advisor.

The Debtors assert, "If, however, the Court is inclined to approve
the Application, the Debtors request that the Court: (a) order
that FTI first provide evidence of its experience and expertise in
the banking and bank holding company industries, and explain how
any narrowly tailored services FTI might provide will benefit
these Debtors' estates; and (b) deny any request that the Debtors
indemnify FTI in any way."

The Creditors Committee has sought to hire FTI Consulting as
financial advisor for these rates:

                                       Hourly Rate
                                       -----------
   Senior managing directors           $780 to $895
   Director/ managing director         $560 to $745
   Consultants/senior consultant       $280 to $530
   Administrative/
      paraprofessionals/ associate     $115 to $250

                        About Capitol Bancorp

Capitol Bancorp Ltd. and Financial Commerce Corporation filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Mich. Case
Nos. 12-58409 and 12-58406) on Aug. 9, 2012.

Capitol Bancorp -- http://www.capitolbancorp.com/-- is a
community banking company with a network of individual banks and
bank operations in 10 states and total consolidated assets of
roughly $2.0 billion as of June 30, 2012.  CBC owns roughly 97% of
FCC, with a number of CBC affiliates owning the remainder.  FCC,
in turn, is the holding company for five of the banks in CBC's
network.  CBC is registered as a bank holding company under the
Bank Holding Company Act of 1956, as amended, 12 U.S.C. Sec. 1841,
et seq., and trades on the OTCQB under the symbol "CBCR."

Lawyers at Honigman Miller Schwartz and Cohn LLP represent the
Debtors as counsel.

In its petition, Capitol Bancorp scheduled $112,634,112 in total
assets and $195,644,527 in total liabilities.  The petitions were
signed by Cristin K. Reid, corporate president.

A hearing will be held on Sept. 18, 2012, at 10:30 a.m. to
consider confirmation of Capitol Bancorp's prepackaged Chapter 11
plan of reorganization.


CATALYST PAPER: Successfully Completes Chapter 11 Reorganization
----------------------------------------------------------------
Catalyst Paper has successfully completed its previously announced
reorganization pursuant to its Second Amended and Restated Plan of
Compromise and Arrangement under the Companies' Creditors
Arrangement Act.

As a result of the reorganization and related transactions,
Catalyst reduced its debt by $390 million, eliminated $80 million
of accrued interest and reduced annual interest expense and other
cash costs by approximately $70 million.

"We entered the reorganization process with a clear objective to
put Catalyst on stronger financial footing and we have done so,"
said Kevin J. Clarke, President and CEO.  "Many parties worked
long and hard to resolve balance sheet and cashflow issues
constructively and quickly throughout the process.  I am very
proud of our employees who stayed focused throughout this
challenging period.  Sales kept our order book strong, operations
ran well and, going forward, we intend to capitalize on the
momentum generated to compete even more vigorously in the markets
for our products."

As a result of the reorganization under the Amended Plan:

   * Holders of First Lien Notes received in exchange for their
     US$390.4 million aggregate principal amount of First Lien
     Notes (and accrued and unpaid interest):

      () US$250.0 million aggregate principal amount of secured
         notes (Plan Notes) due in 2017 that bear interest, at the
         option of the company, at a rate of 11% per annum in cash
         or 13% per annum payable 7.5% cash and 5.5% payment-in-
         kind (PIK); and

      () 14,400,000 new common shares, being approximately 100% of
         the company's issued and outstanding common shares,
         subject to dilution for (i) the issuance of common shares
         to unsecured creditors who made an equity election
         pursuant to the terms of the Amended Plan, and (ii) a new
         management incentive plan.

   * Holders of Unsecured Notes will receive in exchange for their
     US$250.0 million aggregate principal amount of Unsecured
     Notes (and accrued and unpaid interest):

      () their pro rata share (calculated by reference to the
         aggregate amount of all claims of Unsecured Creditors
         allowed under the Amended Plan) of 50% of the net
         proceeds following the sale of Catalyst Paper's interest
         in Powell River Energy Inc. and Powell River Energy
         Limited Partnership (the PREI Proceeds Pool), or

      () if an equity election was made, their pro rata share of
         600,000 new common shares (the Unsecured Creditor Share
         Pool).

   * Holders of General Unsecured Claims will receive in exchange
     for their General Unsecured Claims:

      () their pro rata share of the PREI Proceeds Pool;

      () if an equity election was made, their pro rata share of
         the Unsecured Creditor Share Pool; or

      () if the General Unsecured Claim was equal to or less than
         C$10,000 (unless an equity election was made), or if that
         creditor elected to reduce their claim to $10,000, cash
         in an amount equal to 50% of the creditor's allowed
         claim.

   * All common shares of the company outstanding prior to the
     reorganization have been cancelled for no consideration and
     holders of those common shares will not receive any
     distribution under the Amended Plan.

The Amended Plan was overwhelmingly approved at meetings of the
company's secured and unsecured creditors on June 25, 2012, and
was approved by the Supreme Court of British Columbia on June 28,
2012.

As part of the reorganization, the company has also entered into
the previously announced new asset backed loan (ABL) facility and
exit financing facility.  Approximately US$35 million was drawn
under the exit facility upon the implementation of the Amended
Plan.

The company's new board of directors as of Sept. 13, 2012, is
comprised of John Brecker, Giorgio Caputo, John Charles, Kevin J.
Clarke, Todd Dillabough, Walter Jones and Leslie Lederer.

"As we emerge from creditor protection, I want to acknowledge our
former board chairman Jeffrey Marshall and directors Thomas
Chambers, William Dickson, Douglas Hayhurst, Alan Miller, Geoffrey
Plant and Dallas Ross for their service to Catalyst Paper," said
Mr. Clarke.

Speaking on behalf of the former board, Chairman Jeffrey Marshall
commended "the dedication, contributions and unwavering support of
Catalyst's employees and management team, unions, customers,
suppliers, retirees, and pensioners, as well as the support of the
communities where its mills and other facilities are located.
Without this commitment, coupled with the intensive and unyielding
efforts of the company's legal advisory team of Blake, Cassels &
Graydon LLP; Skadden, Arps, Slate, Meagher & Flom LLP; Lawson
Lundell LLP; and the financial advisory team of Perella Weinberg
Partners, this result would not have been achieved." Mr. Marshall
further noted, "the court-appointed Monitor,
PricewaterhouseCoopers, also played a vital role in the
achievement of this well-balanced result."

Additional information regarding the Amended Plan and the company
is contained on the Monitor's Web site, which is available at
http://www.pwc.com/car-catalystpaperand in Catalyst's information
circular dated March 23, 2012 (the Circular) available on SEDAR
(http://www.sedar.com/),EDGAR (http://www.sec.gov/)and
Catalyst's web page (http://www.catalystpaper.com/).

                        About Catalyst Paper

Catalyst Paper Corp. -- http://www.catalystpaper.com/--
manufactures diverse specialty mechanical printing papers,
newsprint and pulp.  Its customers include retailers, publishers
and commercial printers in North America, Latin America, the
Pacific Rim and Europe.  With four mills, located in British
Columbia and Arizona, Catalyst has a combined annual production
capacity of 1.9 million tons.  The Company is headquartered in
Richmond, British Columbia, Canada and its common shares trade on
the Toronto Stock Exchange under the symbol CTL.

Catalyst on Dec. 15, 2011, deferred a US$21 million interest
payment on its outstanding 11.00% Senior Secured Notes due 2016
and Class B 11.00% Senior Secured Notes due 2016 due on Dec. 15,
2011.  Catalyst said it was reviewing alternatives to address its
capital structures and it is currently in discussions with
noteholders.  Perella Weinberg Partners served as the financial
advisor.

In early January 2012, Catalyst entered into a restructuring
agreement, which will see its bondholders taking control of the
company and includes an exchange of debt for equity.  The
agreement said it would slash the company's debt by C$315.4
million ($311 million) and reduce its cash interest expenses.
Catalyst also said it will continue to "operate and satisfy" its
obligations to customers, trade creditors, employees and retirees
in the ordinary course of business during the restructuring
process.

On Jan. 17, 2012, Catalyst applied for and received an initial
court order under the Canada Business Corporations Act (CBCA) to
commence a consensual restructuring process with its noteholders.
Affiliate Catalyst Paper Holdings Inc., filed for creditor
protection under Chapter 15 of the U.S. Bankruptcy Code (Bankr. D.
Del. Case No. 12-10219) on the same day and sought recognition of
the Canadian proceedings.

Catalyst joins a line of paper producers that have succumbed to
higher costs, increased competition from Asia and Europe, and
falling demand as more advertisers and readers move online.  In
2011, Cerberus Capital-backed NewPage Corp. filed for bankruptcy
protection, followed by SP Newsprint Co., owned by newsprint
magnate and fine art collector Peter Brant.  In December, Wausau
Paper said it will close its Brokaw mill in Wisconsin, cut 450
jobs and exit its print and color business.

The Supreme Court of British Columbia granted Catalyst creditor
protection under the CCAA until April 30, 2012.

As of Dec. 31, 2011, the Company had C$737.6 million in total
assets and C$1.35 million in total liabilities.

As reported by the TCR on July 2, 2012, Catalyst received approval
for its reorganization plan from the Supreme Court of British
Columbia.  The Company's second amended plan under the Companies'
Creditors Arrangement Act received 99% support from creditors.


CHICAGO FIRE BRICK: Plan Confirmed in 11-Year Old Asbestos Case
---------------------------------------------------------------
Bankruptcy Judge Roger L. Efremsky in Oakland, California,
confirmed a modified joint Chapter 11 plan of liquidation in the
11-year old cases of Chicago Fire Brick Company, now known as CFB
Liquidating Corporation; and Wellsville Fire Brick Company, nka
WFB Liquidating Corporation.

As of the Petition Date, the CFB and WFB Debtors were subject to
thousands of asbestos-related personal injury claims asserting
millions of dollars of liabilities.  Over 1,300 claims were filed
against the Debtors prior to the Feb. 19, 2002 claims bar date.
Among these claims were claims filed by law firms that each filed
a single claim on behalf of hundreds of claimants.  As a result,
on or before the Bar Date, the Debtors received claims filed by,
or on behalf of, more than 20,000 holders of Asbestos Claims.

On June 4, 2012, the Bankruptcy Court entered an order
establishing a supplemental bar date of July 16, 2012, for any
claimant holding an Asbestos Claim who was unaware of the
condition(s) giving rise to his or her claim on or before Feb. 19,
2002.  The CFB and WFB Debtors received over 700 additional claims
prior to the Supplemental Bar Date.

The cornerstones of the CFB and WFB Debtors' Plan are:

     (i) the creation of a liquidating trust, to which all of the
so-called Class 3 Bar Date Asbestos Personal Injury Claims, and
all so-called Class 4 Supplemental Bar Date Asbestos Personal
Injury Claims against the Debtors will be channeled for resolution
and payment, and

    (ii) the proposed insurance policy buyback settlement
transactions with four insurance carriers which will provide more
than $16 million from which the Liquidating Trust can fund
distributions to holders of Trust Claims.

The Plan also includes a settlement option granted in favor of a
fifth insurer, Continental Casualty Company, pursuant to which
Continental may elect, at any time prior to the Effective Date of
the Plan, to enter into an insurance policy buyback and settlement
transaction similar in form to the Debtors' Insurance Settlements,
in exchange for the payment of 100% of remaining policy limits.

Chicago Fire Brick and Wellsville Fire Brick filed voluntary
Chapter 11 petitions (Bankr. N.D. Calif. Case No. 01-45483) on
Oct. 10, 2001.  Their parent, National Refractories and Minerals
Corporation, and affiliates NAT Liquidation Corporation, f/k/a
National Affiliated Technologies, Inc., and National Refractories
and Minerals, Inc., also filed voluntary petitions on the same day
[Bankr. N.D. Calif. Case No. 01-45482]. At the time of the filing,
the Debtors estimated their assets and debts at more than
$50 million.

On Sept. 18, 2002, the Bankruptcy Court approved the appointment
of Bradley L. Sharp as Responsible Individual for the chapter 11
estates of each of the CFB and WFB Debtors and the National
Refractories Debtors.  Mr. Sharp has continued in that capacity
throughout the duration of the Debtors' cases.

Following his appointment, Mr. Sharp pursued the sale of the
operating assets of the CFB and WFB Debtors and the National
Refractories Debtors.  After substantial marketing efforts, Mr.
Sharp completed sales of those assets in late 2002 and early 2003.

Following the Asset Sales, the CFB and WFB Debtors and National
Refractories Debtors possessed few remaining assets, consisting
primarily of the proceeds from the Asset Sales and certain
insurance policies that provide coverage for Asbestos Claims that
have been asserted against CFB.

On Dec. 15, 2006, the CFB and WFB Debtors and National
Refractories Debtors sought Court authority to wind down their
estates by making pro rata distributions from available assets to
administrative expense claimants, designating a service agent for
complaints against the Debtors asserting Asbestos Claims and,
thereafter, dismissing their bankruptcy cases.  On Jan. 4, 2007,
the Bankruptcy Court authorized the CFB and WFB Debtors and the
National Refractories Debtors to make pro-rata distributions to
holders of allowed administrative claims.

On Nov. 17, 2008, Mr. Sharp dismissed only the bankruptcy cases of
the National Refractories Debtors, explaining to the Bankruptcy
Court that, in light of productive settlement discussions with the
CFB and WFB Debtors' insurance carriers, Mr. Sharp wished to keep
the Debtors' cases open.

After CFB filed its own proposed chapter 11 plan in 2009 and
received objections to that plan, the CFB and WFB Debtors filed
the modified liquidating Plan on June 1, 2012.

The Plan requires all holders of Trust Claims to file a claim form
with the Liquidating Trust, together with supporting
documentation, as required by the Debtors' proposed Liquidating
Trust Distribution Procedures.  The Liquidating Trust shall
resolve and pay the Trust Claims in accordance with the TDP.

The Liquidating Trust will be funded from the proceeds of the
insurance settlements incorporated into the Plan and the proceeds
from the Debtors' additional claims and rights against non-
settling insurers.  Because the Debtors lack assets unrelated to
their insurance rights, unsecured trade creditors will not receive
any payment on account of their claims.

Based on the votes cast in favor of the Plan by the Class 3 and
Class 4 Claimants who voted and the assigned value of the claims
underlying such ballots, the Plan has received sufficient votes to
have been accepted by holders of not less than two-thirds (2/3) in
amount and one-half (1/2) in number of Class 3 Bar Date Asbestos
Personal Injury Claims, and at least two-thirds in amount and one-
half in number of Class 4 Supplemental Bar Date Asbestos Personal
Injury Claims.

Ballots were received from or on behalf of 4,374 holders of Class
3 Bar Date Asbestos Personal Injury Claims.  Of these ballots,
100% were cast in favor of the Plan. Ballots were also received
from or on behalf of 664 holders of Class 4 Supplemental Bar Date
Asbestos Personal Injury Claims. Of these ballots, 100% were cast
in favor of the Plan.

The Plan Confirmation Order dated Sept. 10 also constitutes the
Court's approval of the Debtors' Insurance Settlements with four
insurers:

     * Hartford Accident and Indemnity Company
     * Bituminous Casualty Corporation
     * ACE Insurance Company
     * Safety National Casualty Company

Each of the Insurance Settlements involves the Debtors' sale
pursuant to 11 U.S.C. section 363(b) of the insurance policies
issued to or for the benefit of the Debtors by the particular
Settling Insurer, free and clear of all liens, claims and
interests pursuant to section 363(f), with such liens, claims and
interests attaching to the proceeds thereof.  Each Insurance
Settlement also contemplates the settlement and resolution of all
of the Debtors' claims relating to these policies, pursuant to
Bankruptcy Rule 9019.

Hartford has agreed to pay $9,191,305 to repurchase the policies
it issued to, or for the benefit of the Debtors and in resolution
of all claims relating to those policies.

Bituminous has agreed to pay $1,585,394 to repurchase the policies
it issued to, or for the benefit of the Debtors and in resolution
of all claims relating to those policies.

ACE has agreed to pay $797,296 to repurchase the policies it
issued to, or for the benefit of the Debtors and in resolution of
all claims relating to those policies.

Safety National has agreed to pay $4,900,000 to repurchase the
policies it issued to, or for the benefit of the Debtors and in
resolution of all claims relating to those policies.

The Debtors also have granted Continental the option at any time
prior to the Effective Date, to repurchase the policies it issued
to, or for the benefit of the Debtors and to resolve all claims
relating to those policies in exchange for the payment of the
remaining coverage limits available under those policies.  The
parties have agreed that the remaining limits on those policies
total roughly $2.56 million.

The Court finds that the Settlements constitute good and fair
consideration for the sale of the insurance policies.

Counsel to the CFB and WFB Debtors are:

          John Kennedy, Esq.
          LINER GRODE STEIN YANKELEVITZ,
            SUNSHINE REGENSTREIF & TAYLOR LLP
          Los Angeles, CA
          Facsimile: (310) 500-3501
          E-mail: jkennedy@linerlaw.com

               - and -

          Joseph D. Frank, Esq.
          Jeremy C. Kleinman, Esq.
          FRANKGECKER LLP
          Chicago, IL
          Facsimile: (312) 276-0035
          E-mail: jfrank@fgllp.com
                  jkleinman@fgllp.com

A copy of the Court's Findings of Fact and Conclusions of Law
dated Sept. 10, 2012, is available at http://is.gd/rgJ9Gofrom
Leagle.com.


CHURCH STREET: Dist. Court Won't Rule on Insurer's Stay Relief Bid
------------------------------------------------------------------
Chief District Judge William J. Haynes, Jr., in Nashville, Tenn.,
denied the request of National Union Fire Insurance Company of
Pittsburgh, Pennsylvannia, to withdraw the reference to the
Bankruptcy Court and to modify the automatic stay in the Chapter
11 cases of Church Street Health Management, LLC, and its
affiliated entities so the insurer may reopen and pursue a prior
action in the District Court seeking to rescind insurance policies
with the Debtors.  National Union Fire Insurance Company of
Pittsburgh, Pa. v. Small Smiles Holding Company. LLC, No. 3:10-cv-
00743 (D. M.D. Tenn.), was dismissed without prejudice to reopen.

The Debtors oppose the motion on the grounds that National Union
has not shown cause to withdraw the reference to Bankruptcy Court.

The parties before the Court are National Union and the Debtors:
Small Smiles Holding Company, LLC, n/k/a SSH DIP, LLC ("SSHC"), a
Delaware corporation, and its affiliates.

The Debtors provided management services to dental clinics across
the country.  National Union issued liability policies to Small
Smiles Holding Company, LLC, n/k/a SSH DIP, LLC, and its
affiliates.  SSHC was the first named insured on these policies
and certain of SSHC's affiliates and dental center employees
qualified as named insureds.  Under the policies, any insured
named as a defendant may tender a civil action to National Union
for defense and indemnity.

In 2007, federal and state governmental agencies began
investigating the Debtors.  Subsequently, individual plaintiffs
filed legal actions against the Debtors with damages claims based
upon treatment received at the Debtors' dental clinics.  The
Debtors tendered these actions to National Union for defense and
indemnity under the terms of the liability policies.

On Aug. 5, 2010, National Union filed the Rescission Action in the
District against the Debtors.  National Union sought a declaratory
judgment that the policies between National Union and the Debtors
were void or voidable ab initio and should be rescinded.  National
Union alleged that SSHC failed to disclose material information to
National Union prior to the issuance of the policies.

SSHC filed two counterclaims against National Union for National
Union's violation of the Tennessee Consumer Protection Act and bad
faith refusal to honor the insurance policies.  On Oct. 4, 2011,
the Rescission Action was administratively closed pursuant to a
joint motion by all parties subject to either party's right to
petition the Court to reopen the case.

Five months later, the Debtors filed for Chapter 11 bankruptcy to
facilitate the sale of substantially all of their assets under
Section 363 of the Bankruptcy Code.  The Debtors have said in
court papers they are in the process of formulating a plan of
liquidation, which the Debtors expect to file with the Bankruptcy
Court within the next several weeks.  The Debtors said they
anticipate that under a confirmed plan, all of their remaining
assets, i.e. the National Union Policies and the litigation
claims, either will be transferred to the Official Committee of
Unsecured Creditors in the case, or will vest in a liquidating
trust.  Upon effective date of a plan of liquidation, the Debtors,
for all practical purposes, will cease to exist, and the real
party in interest in the Rescission Action will be the Committee
or its successor or a liquidating trustee.

The bankruptcy proceeding imposed an automatic stay on all pending
litigation pursuant to 11 U.S.C. Sec. 362.

Between February and May 2012, the plaintiffs in the state court
litigation filed motions to lift the automatic stay to continue
prosecuting their actions against the Debtors.  The Bankruptcy
Court entered an agreed order of the parties to lift the automatic
stay for the state court litigation.

National Union alleges that the Debtors will again tender National
Union for defense and indemnity in those actions because of the
stay relief.  National Union seeks to reopen the Rescission Action
and continue litigating the validity of the policies.

National Union argues that its motion should be withdrawn because
the "decision whether or not to rescind the Policies is non-core
because it does not address a right created by the Bankruptcy
Code."

According to the District Judge, the insurer's argument lacks
merit.  National Union's motion to withdraw the reference focuses
on the automatic stay.  Judge Haynes said the Bankruptcy Judge is
well suited to determine whether to lift the automatic stay, as it
is an issue of significant relevance to the Debtor's bankruptcy
petition.  The Bankruptcy Judge will not rule on whether to
rescind the policies because the Rescission Action is before the
District Court.  According to Judge Haynes, National Union's
motion to modify the automatic stay does not meet the
characteristics of a "non-core proceeding," but involves a core
proceeding.

A copy of the District Court's Sept. 10, 2012 Memorandum is
available at http://is.gd/xj4JRKfrom Leagle.com.

                        About Church Street

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

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

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

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

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

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

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


CIRCLE ENTERTAINMENT: Oct. 18 Final Hearing on "Huff" Settlement
----------------------------------------------------------------
The Supreme Court of the State of New York, County of New York,
preliminarily approved the Huff Derivative Lawsuit Settlement
Agreement as being fair, reasonable and adequate.

Circle Entertainment Inc., as a nominal defendant, the Company's
then directors Harvey Silverman, Michael J. Meyer, John D. Miller,
Robert Sudack, Paul C. Kanavos and Robert F.X. Sillerman, as
defendants, Mitchell J. Nelson, an officer of the Company, as a
defendant, Brett Torino, a stockholder and former officer of the
Company, as a defendant, and certain entities owned and controlled
by Messrs. Sillerman, Kanavos and Torino, as defendants, and The
Huff Alternative Fund, L.P., and The Huff Alternative Parallel
Fund, L.P., stockholders of the Company, as plaintiffs, entered
into a Stipulation and Settlement Agreement to settle the
derivative lawsuit filed on April 28, 2010, by Huff on behalf of
the Company.

A hearing to consider final approval of the Settlement Agreement
will be held on Oct. 18, 2012, at 11:30 a.m. (NYC time) before the
Court to, among other things, determine (i) whether the Settlement
Agreement should be approved and (ii) whether the derivative
lawsuit should be dismissed with prejudice.

Under the Court's order for the Preliminary Approval, the Company
is required to publish no later than 10 business days from
Sept. 10, 2012, the Notice Of Pendency And Proposed Settlement Of
Shareholder Derivative Litigation (i) as an exhibit to a Current
Report on Form 8-K and (ii) on its Web site along with the
Settlement Agreement.  The Company also is required to publish no
later than 10 business days from Sept. 10, 2012, a Summary Notice
of Pendency and Proposed Settlement of Shareholder Derivative
Litigation once in each of the national edition of The Wall Street
Journal and USA Today.

                     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: Appoints Elmer Reed to Board of Directors
------------------------------------------------------
Circle Star Energy Corp. announced the expansion of its Board of
Directors with the appointment of Elmer Reed.

Circle Star CEO Jeff Johnson stated, "Elmer is a clear choice to
help take CRCL to the next level.  Given his experience and
finely-honed track record, we are excited and confident that
Elmer's leadership will help us develop and execute on our long-
term prospects."

Mr. Reed brings 41 years of experience in the oil field service to
CRCL.  Currently the Vice President of Executive Sales at Select
Energy Services (SELEP), Mr. Reed's proven industry knowledge
comes from his breadth of management positions, including his
roles at BJ Services Company (NYSE: BJS), Newpark Drilling Fluids
(NYSE: NR), and Halliburton Energy Services (NYSE: HAL).

Mr. Reed stated, "Joining the Board of Directors at Circle Star
Energy is an honor.  I look forward to working with the rest of
the Board members on the next phases of growth for the company."

Mr. Reed is already making an impact by facilitating the formation
of an audit committee that will reinforce Circle Star's financial
reporting, disclosure, and compliance.

                         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.


CITIZENS CORP: Lowerys Can Pursue Lender, But Not Fi-Data Head
--------------------------------------------------------------
Bankruptcy Judge Marian F. Harrison granted, in part, the request
for relief from the automatic stay filed by Cynthia C. Lowery and
Marion E. Lowery in the Chapter 11 case of Citizens Corporation.
The Court granted the Lowerys limited relief from the automatic
stay to pursue counterclaims against Legends Bank -- acting as
lead bank for Citizens Corp.'s prepetition lender group -- but not
third-party claims against Jean Ramsey, president of Financial
Data Technology Corporation in Chancery Court for Williamson
County.

The Chapter 11 Trustee for Citizens Corp. opposed the motion.

Legends Bank filed its complaint in Chancery Court on Feb. 21,
2012, against the Lowerys for breach of the guaranty agreement
related to a prepetition loan made to the Debtor.  The Lowerys
filed their answer, counterclaims, and third-party claim on June
18, 2012.  At the request of the Chapter 11 Trustee, the Lowerys
agreed to file the motion for relief to determine whether the
automatic stay applies to their counterclaims against Legends Bank
and their third-party claim against Ms. Ramsey, and if so, whether
relief should be granted.

In their motion, the Lowerys request authority to pursue a cause
of action against the Lender Group.  These counterclaims include
breach of contract, promissory estoppel, promissory fraud, and
civil conspiracy. The Lowerys are seeking compensatory and
punitive damages, not the recovery of any property.

The Chapter 11 Trustee argues that the claims brought by the
Lowerys are identical to the claims brought by the Debtor in an
adversary proceeding filed on Dec. 12, 2011, prior to the
appointment of the Chapter 11 Trustee.  Moreover, the Chapter 11
Trustee argues that if the Lowerys are allowed to pursue their
counterclaims against Legends Bank, the decisions they make in
connection with that lawsuit will necessarily involve an assertion
of control over the original adversary proceeding filed by the
debtor, as there is no way the Lowerys can prosecute the alleged
individual action without affecting the outcome of the original
action filed by the Debtor.

The Court held that the Lowerys' motion for relief as to their
counterclaims against Legends Bank should, to the extent
necessary, be granted in this manner:

     1. To the extent the Lowerys have personal damages, rather
than damages recoverable by Citizens Corporation and Fi-Data, from
an alleged breach of an alleged contract between the Lowerys and
the Lender Group, the stay does not apply.

     2. To the extent the Lowerys were victims personally (as
opposed to Citizens Corporation and Fi-Data) of alleged
misrepresentations or alleged fraudulent misrepresentations
directed to them by the Lender Group rather than to Citizens
Corporation or Fi-Data, the stay does not apply to the recovery of
the Lowerys' personal damages.

     3. To the extent that the Lowerys were victims personally of
an alleged civil conspiracy by Legends Bank and other members of
the Lender Group targeting the Lowerys (as opposed to Citizens
Corporation and Fi-Data), the stay does not apply to the recovery
of the Lowerys' personal damages.

At the same time, the automatic stay does prohibit the Lowerys
from suing the Lender Group for a civil conspiracy targeting
Citizens Corporation or Fi-Data, breach of a contract with
Citizens Corporation or Fi-Data, or fraud or misrepresentations
directed to and harming Citizens Corporation or Fi-Data.  For
these actions, the motion for relief from the stay is denied.

Ms. Ramsey is currently serving as president of Fi-Data, and the
Chapter 11 Trustee testified that lifting the stay as to Ms.
Ramsey would be detrimental to the success of the pending sale of
Fi-Data.  The Chapter 11 Trustee testified that the sale is
conditioned on the operation of Fi-Data and that he needed Ms.
Ramsey's full attention, which has already been negatively
impacted by this litigation, on the operation of Fi-Data.  Based
on this testimony, as well as the extended history of the case,
the judge said it is clear that the protections of the automatic
stay should be extended to Ms. Ramsey during the pendency of the
bankruptcy case even if the third-party complaint was not property
of the estate.

A copy of the Court's Sept. 9, 2012 Memorandum Opinion is
available at http://is.gd/U2NUrifrom Leagle.com.

                      About Citizens Corp.

Franklin, Tennessee-based Citizens Corp. operates a mortgage
brokerage business.  Citizens Corp. filed for Chapter 11
bankruptcy (Bankr. M.D. Tenn. Case No. 11-11792) on Nov. 28, 2011.
Judge George C. Paine, II, presides over the case.  The Debtor
employed Robert J. Mendes, Esq., at MGLAW, PLLC, as its counsel.
Citizens listed assets and liabilities showing property worth
$40.1 million and debt of $17.8 million.

Lenders Tennessee Commerce Bank is represented by David W.
Houston, IV, Esq., at Burr & Forman LLP.

Citizens filed a reorganization plan offering to pay all
creditors in full over time, including Tennessee Commerce Bank and
other secured lenders owed $17.3 million.  Unsecured creditors,
owed a combined $81,000, would be paid off in equal installments
over five years.

On Feb. 27, 2012, the Court granted the request of lender Legends
Bank for appointment of a Chapter 11 trustee.  The Court held that
an independent person must review many of the transactions
involving CEO Ed Lowery, and its wholly owned subsidiary,
Financial Data Technology Corporation.

Marion Ed Lowery, a former owner of Peoples State Bank of Commerce
of Nolensville and various other entities, is the subject of
federal investigation and his ventures have ties throughout the
Middle Tennessee banking community.  He signed the Chapter 11
petition.


CONDOR DEVELOPMENT: Seattle Group's Schedules of Assets & Debts
---------------------------------------------------------------
Seattle Group Ltd. filed with the Bankruptcy Court for the Western
District of Washington its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $13,000,000
  B. Personal Property            $2,501,087
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $9,510,045
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $381,713
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $518,175
                                 -----------      -----------
        TOTAL                    $15,501,088      $10,409,935

                     About Condor Development

Condor Development LLC, aka Ciara Inn and Condor Management Group,
operates the Comfort Inn Suites, a hotel located at Seatac,
Washington.

Condor Development filed a Chapter 11 petition (Bankr. W.D. Wash.
Case No. 12-13287) on March 30, 2012, in Seattle.  In its
schedules, the Debtor disclosed $16.4 million in total assets and
$9.11 million in total liabilities.

Affiliate Seattle Group also filed for Chapter 11 protection
(Bankr. Case No. 12-13263) on March 30, 2012.


CONTINENTAL AIRLINES: Fitch Affirms Rating on Three Notes at Low-B
------------------------------------------------------------------
Fitch Ratings has affirmed the ratings of three classes of
Continental Airlines' aircraft-backed debt as follows:

Aircraft Indebtedness Repackaging (AIR) Trust 1998-1

  -- Class A at 'B+'; Outlook Stable.

Aircraft Indebtedness Repackaging (AIR) Trust 1998-2

  -- Class A at 'B+'; Outlook Stable.

Continental FEATS Series 2000

  -- Class A at 'BB+'; Outlook Stable.

The affirmation of the AIR Trust ratings reflects Fitch's view
that the notes could not withstand a 'BB' category stress (defined
by aircraft value declines of 45% to 55%) in a bankruptcy scenario
where the obligations may be rejected by Continental (now a
wholly-owned subsidiary of United Continental Holdings, Inc.).

The collateral for both AIR Trust issues consists of a single
Boeing B757-200 aircraft.  Fitch classifies older B757-200s as
Tier 3 models, which are the least marketable and liquid in a
distress scenario.  While loan to value (LTV) ratios on the
transactions have fallen as a result of amortization, collateral
coverage is not sufficient to meet a 'BB' category stress level
under Fitch's EETC rating methodology.

The affirmation of the FEATS transaction rating reflects Fitch's
opinion that the Class A notes can withstand a 'BB' category
stress on aircraft market values, covering outstanding principal,
a full draw of the 18-month liquidity facility and re-marketing
costs in a post-rejection default scenario.  The 'BB' category
stress is defined under Fitch's EETC rating methodology as a value
decline in the range of 45% to 55% for older B767-200ERs (Tier 3
aircraft) and a stress of 10 to 20% for B737-800s (Tier 1
aircraft).

All three transactions have limited amount of time left until
maturity.  AIR Trust 1998-1 and 1998-2 are set to mature in
February and March of 2013 respectively.  FEATS is set to mature
in November 2012. Fitch expects all transactions to be paid off in
cash upon maturity.


COUDERT BROTHERS: Peabody Seeks to Toss $9MM Clawback Suit
----------------------------------------------------------
Kaitlin Ugolik at Bankruptcy Law360 reports that Peabody Energy
Corp. on Thursday sought to Coudert Brothers LLP's $9 million
clawback suit seeking fees for lobbying work the firm and its
successor did for Peabody as it fought so-called "black lung"
excise taxes, saying it never agreed to pay.

                      About Coudert Brothers

Coudert Brothers LLP was an international law firm specializing in
complex cross-border transactions and dispute resolution.  The
firm had operations in Australia and China.  Coudert filed for
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 06-12226) on
Sept. 22, 2006.  John E. Jureller, Jr., Esq., and Tracy L.
Klestadt, Esq., at Klestadt & Winters, LLP, represented the Debtor
in its restructuring efforts.  Brian F. Moore, Esq., and David J.
Adler, Esq., at McCarter & English, LLP, represented the Official
Committee of Unsecured Creditors.  Coudert scheduled total assets
of $30.0 million and total debts of $18.3 million as of the
Petition Date.  The Bankruptcy Court in August 2008 signed an
order confirming Coudert's chapter 11 plan.  The Plan contemplated
on paying 39% to unsecured creditors with $26 million in claims.


CREDITRON FINANCIAL: Selling Building Complex for $2.7MM
--------------------------------------------------------
Ed Palatella at GoErie.com reports that the complex of buildings
that once housed telemarketers of Telatron Marketing Group Inc. is
going up for sale for $2.7 million.

The report notes the sale is occurring under the watch of U.S.
Bankruptcy Court in Erie, Pa.  Included in the sale is an annex at
1537 W. 39th St., just south of the main buildings.  The annex had
been the location of the fake courtroom that is at the center of a
civil case against debt collector Unicredit America Inc.,
according to the report.

The report notes the owners of the properties are Alfred D.
Covatto, 73, and his wife, Joyce M. Covatto, 61, who jointly filed
for Chapter 11 bankruptcy in May 2011.

The report says Chief U.S. Bankruptcy Judge Thomas P. Agresti, who
is overseeing the Covatto and Telatron bankruptcies, has approved
the Covattos' request to sell the properties, with an initial
asking price of $2.7 million.

The report adds real estate agent Gregory J. Rubino, the head of
Passport Realty LLC, is handling the sale.  Judge Agresti also has
approved the agent's hiring.

According to the report, the buildings to be sold, in addition to
the annex, are at 1545 and 1561-1571 W. 38th St.  The properties
encompass three parcels, based on records of the Erie County
Assessment Bureau.  The Covattos have kept control of the
properties since Telatron's assets were sold for $600,000 in
Bankruptcy Court in January to New York-based Y & Y Holdings LLC.

The report says Y & Y opened another telemarketer, Agility
Marketing, in the Covatto-owned buildings, but Agility announced
in August that it is moving its 120 employees to the former West
Corp. property, at 2323 W. 38th St., in Millcreek Township, in
what had been a Hills department store.

                     About Creditron Financial

Based in Erie, Pennsylvania, Creditron Financial Corporation, dba
Telatron Marketing Group Inc., filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Penn. Case No. 08-11289) on July 3, 2008.
Stephen H. Hutzelman, Esq., at Plate Shapira Hutzelman Berlin May,
et al., represents the Debtor.  The Debtor disclosed $3 million in
total assets and $4.8 million in total liabilities in its
bankruptcy petition.

New York-based Y & Y Holdings LLC, bought Telatron's assets for
$600,000 and renamed it Agility Marketing Inc.


CUBIC ENERGY: Borrows $2-Million From CEO and Chairman
------------------------------------------------------
Cubic Energy, Inc., issued a subordinated promissory note payable
to Calvin A. Wallen, III, the Company's Chairman of the Board and
Chief Executive Officer, in the principal amount of $2,000,000,
plus accrued and unpaid interest, in replacement of the prior
subordinated promissory note dated Dec. 18, 2009.

The terms of the new note are consistent with the prior note,
except that (a) interest will accrue rather than being payable on
a monthly basis, and (b) the outstanding principal balance of the
note, together with accrued and unpaid interest, is due and
payable not later than Jan. 1, 2013.  Consistent with the prior
note, the new note bears interest at the prime rate plus 1%) and
is subordinated to the indebtedness under the Company's Credit
Facility, as amended, with Wells Fargo Energy Capital, Inc.

                         About Cubic Energy

Cubic Energy, Inc., headquartered in Dallas, Tex., is an
independent upstream energy company engaged in the development and
production of, and exploration for, crude oil and natural gas.
Its oil and gas assets and activities are concentrated in
Louisiana.

The Company's balance sheet at March 31, 2012, showed
$32.31 million in total assets, $36.62 million in total current
liabilities, and a stockholders' deficit of $4.31 million.

The Company said in its quarterly report for the period ended
March 31, 2012, that "Our debt to Wells Fargo, with a principal
amount of $35,000,000, is due on July 1, 2012, and the Wallen
Note, with a principal amount of $2,000,000, is due Sept. 30,
2012, and both are classified as a current debt.  As of March 31,
2012, we had a working capital deficit of $33,162,110.  This level
of negative working capital creates substantial doubt as to our
ability to pay our obligations as they come due and remain a going
concern.  We are negotiating with Wells Fargo and Mr. Wallen to
extend the maturity date of these debts.  There can be no
assurance that the Company will be able to negotiate such
extensions."


DEEP PHOTONICS: Hiring Enterprise Law as Corporate Counsel
----------------------------------------------------------
Deep Photonics Corporation asks the U.S. Bankruptcy Court for the
District of Oregon for authorization to employ Enterprise Law
Group, Inc., as special corporate counsel for the Debtor.

Enterprise Law Group will represent Debtor on specific legal
matters including corporate governance, general business advice,
transactional matters, and joint ventures.

Enterprise Law Group's current hourly rates for senior attorneys
are $425 to $525, and other attorneys are $250 to $425.  The
Enterprise Law Group professionals who will have primary
responsibility for providing these services and their current
billing rates are:

     Wayland Brill, Senior Attorney       $525 per hour
     Nelson Crandall, Senior Attorney     $525 per hour

Prior to the Petition Date, Enterprise Law Group provided legal
services to Debtor.  As of the Petition Date, Enterprise Law
Group's unpaid billings to the Debtor total $195,000.

The hearing to consider the application is scheduled for Sept. 25,
2012, at 10:30 a.m., at Courtroom #4, in Portland.

                       About Deep Photonics

Deep Photonics Corporation filed a Chapter 11 petition (Bankr. D.
Ore. Case No. 12-35626) on July 20, 2012.  Deep Photonics designs
and manufactures innovative solid-state fiber lasers.  The Debtor
scheduled $75,111,128 in assets and $4,917,393 in liabilities.
Bankruptcy Judge Trish M. Brown presides over the case.  Timothy
J. Conway, Esq., at Tonkon Torp LLP, serves as the Debtor's
counsel.  The petition was signed by Theodore Alekel, president.

The U.S. Trustee has not appointed an official committee of
unsecured creditors 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.


DEEP PHOTONICS: Proposes Kilpatrick Townsend as IP Counsel
----------------------------------------------------------
Deep Photonics Corporation asks the U.S. Bankruptcy Court for the
District of Oregon for authorization to employ Kilpatrick Townsend
& Stockton LLP as intellectual property counsel for the Debtor.

Kilpatrick Townsend will represent the Debtor in connection with
intellectual property matters, primarily in prosecuting its
existing patent portfolio and providing patent counseling.

The Kilpatrick Townsend professionals who will be primarily
responsible for providing these services, their status and
their current billing rates are as follows:

     Craig Largent, Partner           $490
     Michael Langford, Counsel        $495
     Rose Liu, Patent Agent           $250
     Julia Panibratyuk, Paralegal     $200
     La Asia Canty, Paralegal         $230
     Molly Williams, Paralegal        $230

Prior to the Petition Date, Kilpatrick Townsend provided legal
services to the Debtor.  As of the Petition Date, Kilpatrick
Townsend's unpaid billings to the Debtor are $93,513.90.

The hearing to consider the application of Deep Photonics
Corporation to employ Kilpatrick Townsend & Stockton, LLP, as
intellectual property counsel is scheduled for Sept. 25, 2012, at
10:30 a.m. at Courtroom #4, in Portland.

                       About Deep Photonics

Deep Photonics Corporation filed a Chapter 11 petition (Bankr. D.
Ore. Case No. 12-35626) on July 20, 2012.  Deep Photonics designs
and manufactures innovative solid-state fiber lasers.  The Debtor
scheduled $75,111,128 in assets and $4,917,393 in liabilities.
Bankruptcy Judge Trish M. Brown presides over the case.  Timothy
J. Conway, Esq., at Tonkon Torp LLP, serves as the Debtor's
counsel.  The petition was signed by Theodore Alekel, president.

The U.S. Trustee has not appointed an official committee of
unsecured creditors 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.


DEEP PHOTONICS: Hiring Three Law Firms as Special Purpose Counsel
-----------------------------------------------------------------
Deep Photonics Corporation has filed an Omnibus Application to
employ the law firms of Yazbeck, Cloran & Bowser, PC; Enterprise
Law Group, Inc.; and John M. Gregory, Esq., a lawyer in sole
practice (each such firm a "Litigation Counsel") as special
purpose counsel for Debtor on a contingent fee basis.

Litigation Counsel will provide representation to Debtor
consistent with Litigation Counsel's representation of Debtor
prior to the filing of Debtor's Chapter 11 petition.  Litigation
Counsel served as Debtor's counsel in Deep Photonics Corporation
v. Joseph G. LaChapelle; James Field; Cary Kiest; Michael Munroe;
nLight Photonics Corporation, a Delaware corporation; Raytex USA
Corporation, a foreign corporation; Raytex USA Corporation, an
Oregon corporation; and Laurel Mountain Farms, an Oregon
partnership, Washington County Circuit Court (State of Oregon)
Case No. C114435CV (the "Dispute").

The Legal Services Agreement provides for Litigation Counsel to be
paid their fees from the recovery up to $750,000 or 50% of the
value of the recovery, whichever is greater, at the conclusion of
the Dispute.  Costs would be paid by Debtor as they are incurred.

The hearing to consider the omnibus application of Deep Photonics
Corporation to employ the law firms of Yazbeck, Cloran & Bowser,
PC, Enterprise Law Group, Inc.; and John M. Gregory, Esq., as
special corporate litigation counsel is scheduled for Sept. 25,
2012, at 10:30 a.m. at Courtroom #4, in Portland.

                       About Deep Photonics

Deep Photonics Corporation filed a Chapter 11 petition (Bankr. D.
Ore. Case No. 12-35626) on July 20, 2012.  Deep Photonics designs
and manufactures innovative solid-state fiber lasers.  The Debtor
scheduled $75,111,128 in assets and $4,917,393 in liabilities.
Bankruptcy Judge Trish M. Brown presides over the case.  Timothy
J. Conway, Esq., at Tonkon Torp LLP, serves as the Debtor's
counsel.  The petition was signed by Theodore Alekel, president.

The U.S. Trustee has not appointed an official committee of
unsecured creditors 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.


DEEP PHOTONICS: Can Employ Tonkon Torp as Chapter 11 Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon has granted
Deep Photonics Corporation authorization to employ Tonkon Torp LLP
as Chapter 11 counsel for the Debtor.

As reported in the TCR on Aug. 3, 2012, Tonkon Torp will advise
the Debtor on its debt restructuring and render general legal
services as needed throughout the course of the Chapter 11 case.

The firm's Timothy J. Conway, Esq., will lead the engagement.

The Tonkon Torp professionals who will be primarily responsible
for providing these services, their status and their current
billing rates are:

     Attorney Name             Status          Hourly Rate
     -------------             ------          -----------
     Timothy J. Conway, Esq.   Partner             $425
     Ava Schoen                Associate           $275
     Spencer Fisher            Paralegal           $150

Mr. Conway's e-mail address is tim.conway@tonkon.com , and Ms.
Fisher's e-mail is ava.schoen@tonkon.com

                       About Deep Photonics

Deep Photonics Corporation filed a Chapter 11 petition (Bankr. D.
Ore. Case No. 12-35626) on July 20, 2012.  Deep Photonics designs
and manufactures innovative solid-state fiber lasers.  The Debtor
scheduled $75,111,128 in assets and $4,917,393 in liabilities.
Bankruptcy Judge Trish M. Brown presides over the case.  Timothy
J. Conway, Esq., at Tonkon Torp LLP, serves as the Debtor's
counsel.  The petition was signed by Theodore Alekel, president.

The U.S. Trustee has not appointed an official committee of
unsecured creditors 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.


DENNY'S CORP: Adopts a Pre-Arranged Stock Repurchase Program
------------------------------------------------------------
Denny's Corporation adopted a pre-arranged stock trading plan for
the purpose of repurchasing a limited number of the Company's
common stock in accordance with guidelines specified under Rule
10b5-1 of the Securities Exchange Act of 1934 and the Company's
policies regarding stock transactions.  This plan has been
established in accordance with, and as a part of, the Company's
stock repurchase program previously announced on May 18, 2012.

The Company has successfully completed its previous 6 million
share stock repurchase program announced April 4, 2011.
Repurchases under the Company's 10b5-1 plan will be administered
through an independent broker.  The plan will cover the repurchase
of shares commencing no earlier than Sept. 17, 2012, and expiring
Nov. 1, 2012.  Repurchases are subject to SEC regulations as well
as certain price, market volume and timing constraints specified
in the plan.

                     About Denny's Corporation

Based in Spartanburg, South Carolina, Denny's Corporation (NASDAQ:
DENN) -- http://www.dennys.com/-- Denny's is one of America's
largest full-service family restaurant chains, consisting of 1,348
franchised and licensed units and 232 company-owned units, with
operations in the United States, Canada, Costa Rica, Guam, Mexico,
New Zealand and Puerto Rico.

The Company said in its annual report for the year ended Dec. 28,
2011, that as the Company is heavily franchised, its financial
results are contingent upon the operational and financial success
of its franchisees.  The Company receives royalties, contributions
to advertising and, in some cases, lease payments from its
franchisees.  The Company has established operational standards,
guidelines and strategic plans for its franchisees; however, the
Company has limited control over how its franchisees' businesses
are run.  While the Company is responsible for ensuring the
success of its entire chain of restaurants and for taking a longer
term view with respect to system improvements, the Company's
franchisees have individual business strategies and objectives,
which might conflict with the Company's interests.  The Company's
franchisees may not be able to secure adequate financing to open
or continue operating their Denny's restaurants.  If they incur
too much debt or if economic or sales trends deteriorate such that
they are unable to repay existing debt, it could result in
financial distress or even bankruptcy.  If a significant number of
franchisees become financially distressed, it could harm the
Company's operating results through reduced royalties and lease
income.

The Company's balance sheet at June 29, 2012, showed $328.88
million in total assets, $331.65 million in total liabilities and
a $2.77 million total shareholders' deficit.

                           *     *     *

Denny's carries 'B2' corporate family and probability of default
ratings from Moody's Investors Service and a 'B+' corporate credit
rating from Standard & Poor's.

As reported by the TCR on April 20, 2012, Standard & Poor's
Ratings Services withdrew all of its ratings, including the 'B+'
corporate credit rating on Spartanburg, S.C.-based Denny's Corp.
at the company's request.  There is no rated debt outstanding.


DIGITAL DOMAIN: Judge Reluctantly Permits Sept. 21 Auction
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Digital Domain Media Group Inc., a provider of visual
effects for the movie industry, filed a petition for Chapter 11
reorganization on Sept. 11 and received permission reluctantly
from the bankruptcy judge Sept. 12 to hold an auction for the
business on Sept. 21 where the opening bid will be $15 million.

According to the report, the company told U.S. Bankruptcy Judge
Brendan Shannon in Delaware that cash was almost exhausted.  In
addition, the company said there was "material risk" that movie
studios "will immediately pull their work" absent "immediate
assurances of the debtor's financial ability to perform."

The report relates that on Sept. 12 Judge Shannon gave the company
interim approval to borrow $4.14 million to cover the Sept. 14
payroll.  There will be a final hearing on Oct. 1 to consider
approval of the entire $20 million financing package.

The report notes that the bankruptcy judge is requiring the
submission of competing bids by Sept. 20.  A hearing to approve
the sale is set for Sept. 24.  Should creditors object to a quick
sale, Judge Shannon said he would consider delaying the auction.
Absent a higher offer, the buyer will be Searchlight Capital
Partners LP under a contract worked out before the bankruptcy
filing.

                       About Digital Domain

Digital Domain Media Group, Inc. -- http://www.digitaldomain.com/
-- engages in the creation of original content animation feature
films, and development of computer-generated imagery for feature
films and transmedia advertising primarily in the United States.

Digital Domain Media Group, Inc. and 13 affiliates sought Chapter
11 protection (Bankr. D. Del. Lead Case No. 12-12568) on Sept. 11
to sell its business for $15 million to Searchlight Capital
Partners LP.

The Debtors have also sought ancillary relief in Canada, pursuant
to the Companies' Creditors Arrangement Act in the Supreme Court
of British Columbia, Vancouver Registry.

Port St. Lucie, Florida-based Digital Domain disclosed assets of
$205 million and liabilities totaling $214 million.

DDMG also announced that it has entered into a purchase agreement
with Searchlight Capital Partners L.P. to acquire Digital Domain
Productions Inc. and its operating subsidiaries in the United
States and Canada, including Mothership Media, subject to the
receipt of higher and better offers and Court approval.

DDPI and Mothership, with studios in California and Vancouver, are
focused on creating digital visual effects, CG animation and
digital production for the entertainment and advertising
industries and are led by recently promoted Chief Executive
Officer Ed Ulbrich.

Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors.  FTI Consulting, Inc.'s Michael Katzenstein is the chief
restructuring officer.  Kurtzman Carson Consultants LLC is the
claims and notice agent.


DIGITAL DOMAIN: Bankruptcy Prompts NYSE Delisting
-------------------------------------------------
According to a Sept. 11 statement posted at 4-traders.com, the New
York Stock Exchange said the staff of NYSE Regulation Inc. has
determined to commence proceedings to delist the common stock of
Digital Domain Media Group Inc. -- ticker symbol DDMG -- from the
NYSE.  Trading in the Company's common stock has been suspended
immediately.

NYSE Regulation has determined that the Company is no longer
suitable for listing.  Pursuant to Listed Company Manual Section
802.01D, this decision was reached in view of the Company's
Sept. 11 announcement that it filed voluntary petitions for relief
under Chapter 11 of the Bankruptcy Code in the United States
Bankruptcy Court for the District of Delaware in Wilmington and is
also seeking ancillary relief in Canada, pursuant to the
Companies' Creditors Arrangement Act in the Supreme Court of
British Columbia, Vancouver Registry.  NYSE Regulation noted the
uncertainty as to the timing and outcome of the bankruptcy
process, as well as the ultimate effect of this process on the
Company's common stockholders.

The report relates NYSE Regulation notes that it may make an
appraisal of, and determine on an individual basis, the
suitability for continued listing of an issue in light of all
pertinent facts and circumstances whenever it deems such action
appropriate.  In addition, NYSE Regulation may, at any time,
suspend a security if it believes that continued dealings in or
listing of the security on the NYSE are not advisable.

The report adds the Company has a right to a review of this
determination by a Committee of the Board of Directors of NYSE
Regulation.  Application to the Securities and Exchange Commission
to delist the issue is pending the completion of applicable
procedures, including any appeal by the Company of the NYSE
Regulation staff's decision.

                       About Digital Domain

Digital Domain Media Group, Inc. -- http://www.digitaldomain.com/
-- engages in the creation of original content animation feature
films, and development of computer-generated imagery for feature
films and transmedia advertising primarily in the United States.

Digital Domain Media Group, Inc. and 13 affiliates sought Chapter
11 protection (Bankr. D. Del. Lead Case No. 12-12568) on Sept. 11
to sell its business for $15 million to Searchlight Capital
Partners LP.

The Debtors have also sought ancillary relief in Canada, pursuant
to the Companies' Creditors Arrangement Act in the Supreme Court
of British Columbia, Vancouver Registry.

Port St. Lucie, Florida-based Digital Domain disclosed assets of
$205 million and liabilities totaling $214 million.

DDMG also announced that it has entered into a purchase agreement
with Searchlight Capital Partners L.P. to acquire Digital Domain
Productions Inc. and its operating subsidiaries in the United
States and Canada, including Mothership Media, subject to the
receipt of higher and better offers and Court approval.

DDPI and Mothership, with studios in California and Vancouver, are
focused on creating digital visual effects, CG animation and
digital production for the entertainment and advertising
industries and are led by recently promoted Chief Executive
Officer Ed Ulbrich.

Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors.  FTI Consulting, Inc.'s Michael Katzenstein is the chief
restructuring officer.  Kurtzman Carson Consultants LLC is the
claims and notice agent.


DIGITAL DOMAIN: Wins Conditional OK on $20-Mil. DIP Package
-----------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that a Delaware
bankruptcy judge Wednesday gave his conditional and reluctant
approval to an expedited auction of Digital Domain Media Group
Inc. after the cash-strapped special-effects firm said it would be
forced to liquidate without the debtor-in-possession financing
tied to that timetable.

Bankruptcy Law360 relates that the Oscar-winning creator of
digital effects for movies such as "Titanic" entered Chapter 11 on
Sept. 11 with a $20 million DIP package and $15 million stalking
horse bid in place, both contingent on a Sept. 24 sale hearing.

                       About Digital Domain

Digital Domain Media Group, Inc. and 13 affiliates, providers of
visual effects for the movie industry, sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 12-12568) on Sept. 11 to
sell its business for $15 million to Searchlight Capital Partners
LP.

The Debtors are also seeking ancillary relief in Canada, pursuant
to the Companies' Creditors Arrangement Act in the Supreme Court
of British Columbia, Vancouver Registry.

Port St. Lucie, Florida-based Digital Domain disclosed assets of
$205 million and liabilities totaling $214 million.

DDMG also announced that it has entered into a purchase agreement
with Searchlight Capital Partners L.P. to acquire Digital Domain
Productions Inc. and its operating subsidiaries in the United
States and Canada, including Mothership Media, subject to the
receipt of higher and better offers and Court approval.

DDPI and Mothership, with studios in California and Vancouver, are
focused on creating digital visual effects, CG animation and
digital production for the entertainment and advertising
industries and are led by recently promoted Chief Executive
Officer Ed Ulbrich.

Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors.  FTI Consulting, Inc.'s Michael Katzenstein is the chief
restructuring officer.  Kurtzman Carson Consultants LLC is the
claims and notice agent.


DIGITAL DOMAIN: Common Stock to Cease Trading on NYSE
-----------------------------------------------------
Digital Domain Media Group, Inc., received a letter from the staff
of NYSE Regulation, Inc., on Sept. 11, 2012, indicating that the
Staff had determined to commence proceedings to delist the common
stock of the Company and that the Company's common stock would be
immediately suspended from trading on the New York Stock Exchange.

The Staff indicated that this decision was reached as a result of
the Company's announcement of the Chapter 11 Filing and the CCAA
Proceeding, which is sufficient grounds for the commencement of
delisting procedures under Section 802.01D of the NYSE's Listed
Company Manual.

The Company does not intend to take any further action to appeal
the Staff's decision.  Therefore, it is expected that the
Company's common stock will be delisted after the completion of
the Staff's application to the Securities and Exchange Commission
to delist the Company's common stock.

On Sept. 10, 2012, the Company's Board of Directors appointed
Michael Katzenstein, previously the Company's Interim Chief
Operating Officer, to the position of Chief Restructuring Officer.

                       About Digital Domain

Digital Domain Media Group, Inc. and 13 affiliates, providers of
visual effects for the movie industry, sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 12-12568) on Sept. 11 to
sell its business for $15 million to Searchlight Capital Partners
LP.

The Debtors are also seeking ancillary relief in Canada, pursuant
to the Companies' Creditors Arrangement Act in the Supreme Court
of British Columbia, Vancouver Registry.

Port St. Lucie, Florida-based Digital Domain disclosed assets of
$205 million and liabilities totaling $214 million.

DDMG also announced that it has entered into a purchase agreement
with Searchlight Capital Partners L.P. to acquire Digital Domain
Productions Inc. and its operating subsidiaries in the United
States and Canada, including Mothership Media, subject to the
receipt of higher and better offers and Court approval.

DDPI and Mothership, with studios in California and Vancouver, are
focused on creating digital visual effects, CG animation and
digital production for the entertainment and advertising
industries and are led by recently promoted Chief Executive
Officer Ed Ulbrich.

Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors.  FTI Consulting, Inc.'s Michael Katzenstein is the chief
restructuring officer.  Kurtzman Carson Consultants LLC is the
claims and notice agent.


EASTMAN KODAK: Delays IP Sale; Continues Talks With Buyers
----------------------------------------------------------
Mike Spector and Dana Mattioli, writing for The Wall Street
Journal, report that Eastman Kodak Co. conceded Friday that a
crucial patent auction may fail, as the company encounters
difficulties reaching a deal with a wide-ranging group of
prospective buyers.  The report notes that Kodak said in a
bankruptcy court filing it would delay conclusion to the auction
indefinitely and explore other alternatives for the portfolio of
1,100 patents now on the block.  Those alternatives include
keeping the intellectual property and creating a new licensing
company to try to raise money for creditors.

WSJ notes Kodak had hoped to sell the entire portfolio when the
auction began in August, but bids started arriving in all
different shapes, sizes and combinations as the process
progressed.  Initial bids came in around $150 million to $250
million, according to people familiar with the process -- well
below the $2.6 billion Kodak earlier this year said the patents
could be worth.  WSJ says a failed auction or low price would
force the company to more aggressively sell off assets, including
perhaps some it had hoped to hang onto upon exiting bankruptcy
court.

A final sale hearing before U.S. Bankruptcy Judge Allan Gropper
had been set for Sept. 19.  According to WSJ, Kodak said Friday it
would no longer continue "serial" extensions of the sale hearing
date.  Instead, Kodak plans to continue discussions with suitors
for the patents and notify the bankruptcy court if a deal is
reached.  Still, Kodak warned it "may not reach acceptable terms
with parties via the auction process," according to Friday's court
filing.

Companies in the bidding mix include Apple Inc., Google Inc.  and
patent aggregators Intellectual Ventures Management LLC and RPX
Corp., unnamed sources have said, according to WSJ.

WSJ notes Kodak has ramped up other plans to sell assets to raise
money.  In late August, it unveiled plans to sell the camera-film
business that helped make it a blue-chip company, as well as
several other businesses.  Earlier this month, Kodak also said it
would slash an additional 1,000 jobs.

                       About Eastman Kodak

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

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

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

As of July 31, 2012, the Company had total assets of
$3.93 billion, total liabilities of $5.32 billion and total
stockholders' deficit of $1.39 billion.

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

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

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

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


EASTMAN KODAK: Professional Fees of $38.3 Million Cut by 1.7%
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that professionals working for Eastman Kodak Co. and the
official creditors' committee are seeking about $38.3 million in
fees and expenses for work from the beginning of the Chapter 11
reorganization in January through the end of April.

According to the report, the court-appointed fee examiner
negotiated with the professionals and won an agreement to reduce
their fees by $651,000, or about 1.7%.  In his report, fee
examiner Richard Stern said bankruptcy entailed a dramatic
increase in Kodak's professional expenses.  Where less than four
months in bankruptcy court cost more than $38 million in
professional expenses, the company spent only $31 million in the
entire year before Chapter 11, including $9 million for accounting
and consulting fees.

The report relates that the largest voluntary reduction came from
Sullivan & Cromwell LLC, Kodak's primary lawyers.  The firm cut
its $10.9 million fee by $300,000, not including a voluntary
$600,000 reduction already taken.  Milbank Tweed Hadley & McCloy
LLP, lawyers for the official creditors' committee, are cutting
their $4.54 million in fees by $125,000.  The bankruptcy judge
will hold a Sept. 19 hearing to consider approval of professional
fees.

The report notes that Kodak intended to sell the digital-imaging
portfolio in August.  The sale has been delayed and is now on the
bankruptcy court's calendar for Sept. 19, assuming a buyer is
found.

Kodak's $400 million in 7% convertible notes due in
2017, which sold for 21.055 cents on the dollar on Aug. 9, last
traded on Sept. 12 for 13 cents on the dollar, according to
Trace, the bond-price reporting system of the Financial Industry
Regulatory Authority.  The decline occurred after Kodak was unable
to find a buyer for the technology by last month's self imposed
deadline.

                        About Eastman Kodak

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

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

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

As of July 31, 2012, the Company had total assets of
$3.93 billion, total liabilities of $5.32 billion and total
stockholders' deficit of $1.39 billion.

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

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

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

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


FIRST DATA: Fitch Rates Proposed $400MM Sr. Secured Loan 'BB-/RR2'
------------------------------------------------------------------
Fitch Ratings has assigned a 'BB-/RR2' Rating to First Data
Corp.'s (FDC) proposed $400 million senior secured loan issuance
and $250 million senior secured note offering.

Proceeds from the offering will be used to repay an approximately
equivalent amount of borrowings outstanding under the company's
remaining $1.8 billion senior secured term loan maturing 2014.
The $250 million note offering will be an extension of the 6.75%
notes due 2020 FDC issued in August 2012.  FDC's Issuer Default
Rating (IDR) is currently 'B', and the Rating Outlook is Negative.

For an in-depth review of Fitch's credit analysis and Outlook for
FDC, please see the report published June 6, 2012.

FDC reported solid results for its June 2012 quarter on Aug. 1.
For the quarter, adjusted revenue (which excludes reimbursable
expenses plus other adjustments) increased 3% over the prior year
period.  Fitch's estimate of EBITDA for the quarter at $594
million was up 8.4%.  For the latest 12 month (LTM) period, Fitch
estimates EBITDA at $2.3 billion, up 13% over the prior period.
Growth in the quarter was led by the company's domestic Retail
Alliance Services (RAS) segment which posted 8% revenue growth and
18% EBITDA growth.  The RAS business continues to represent two-
thirds of consolidated EBITDA.  International revenue declined 6%
but EBITDA declined only 1% due both to mix and continued
operational improvements.

Fitch estimates free cash flow for the quarter at $282 million and
$168 million on an LTM basis (adjusted for distributions to
minority partners).  FDC's cash flow has been benefitting from
favorable working capital trends (related to the timing of
settlement payables and receivables) principally during its second
and fourth quarters over the past few years.  This trend continued
in the June 2012 quarter but typically evens out in the third
quarter.  Total working capital benefit to cash in the quarter was
$201 million and $138 million for the LTM period.  The net working
capital benefit over the LTM period largely represents FDC's focus
on improved working capital management (exclusive of the quarterly
timing issues related to settlements).

Total liquidity as of June 30, 2012 was solid and consisted of
$484 million in cash ($223 million available for corporate use)
and $1.4 billion available under a $1.5 billion senior secured
revolving credit facility, roughly $500 million of which expires
in September 2013 with the remaining expiring September 2016.

Total debt as of June 30, 2012 was $22.5 billion, which includes
approximately $15.5 billion in secured debt, $4.8 billion in
unsecured debt and $2.5 billion in subordinated debt (all figures
approximate).

In addition, a subsidiary of New Omaha Holdings L.P. (the parent
company of First Data Corp.) has outstanding $1.7 billion senior
unsecured PIK notes due 2016.  These notes are not obligations of
FDC, and FDC provides no credit support of these notes.

Fitch continues to rate FDC as follows:

  -- Long-term IDR 'B';
  -- $499 million senior secured revolving credit facility
     expiring September 2013 'BB-/RR2';
  -- $1 billion senior secured revolving credit facility expiring
     September 2016 'BB-/RR2';
  -- $1.8 billion senior secured term loan B due 2014 'BB-/RR2';
  -- $2.4 billion senior secured term loan B due 2017 'BB-/RR2';
  -- $295 million senior secured term loan B due 2017 'BB-/RR2';
  -- $4.7 billion senior secured term loan B due 2018 'BB-/RR2';
  -- $1.6 billion 7.375% senior secured notes due 2019 'BB-/RR2';
  -- $510 million 8.875% senior secured notes due 2020 'BB-/RR2';
  -- $1.3 billion 6.75% senior secured notes due 2020 'BB-/RR2';
  -- $2 billion 8.25% junior secured notes due 2021 'CCC+/RR6';
  -- $1 billion 8.75%/10% PIK Toggle junior secured notes due 2022
     'CCC+/RR6';
  -- $3 billion 12.625% senior unsecured notes due 2021
     'CCC+/RR6'.
  -- $784 million 9.875% senior unsecured notes due 2015
     'CCC+/RR6';
  -- $748 million 10.55% senior unsecured notes with mandatory
     paid-in-kind (PIK) interest through September 2011 due 2015
     'CCC+/RR6'; and
  -- $2.5 billion 11.25% senior subordinated notes due 2016
     'CCC/RR6'.

The Rating Outlook is Negative.

The Recovery Ratings (RRs) for FDC reflect Fitch's recovery
expectations under a distressed scenario, as well as Fitch's
expectation that the enterprise value of FDC, and hence recovery
rates for its creditors, will be maximized in a restructuring
scenario (as a going concern) rather than a liquidation scenario.
In deriving a distressed enterprise value, Fitch applies a 20%
discount to FDC's estimated operating EBITDA (adjusted for equity
earnings in affiliates) of approximately $2.3 billion for the LTM
ended June 30, 2012 which is equivalent to Fitch's estimate of
FDC's total interest expense and maintenance capital spending.
Fitch then applies a 6x distressed EBITDA multiple, which
considers FDC's prior public trading multiple and that a stress
event would likely lead to multiple contraction.  As is standard
with Fitch's recovery analysis, the revolver is fully drawn and
cash balances fully depleted to reflect a stress event.  The 'RR2'
for FDC's secured bank facility and senior secured notes reflects
Fitch's belief that 71%-90% recovery is realistic.  The 'RR6' for
FDC's second lien, senior and subordinated notes reflects Fitch's
belief that 0%-10% recovery is realistic.  The 'CCC/RR6' rating
for the subordinated notes reflects the minimal recovery prospects
and inherent subordination in a recovery scenario.

What Could Trigger A Rating Action

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

  -- Fitch believes the risk of a downgrade of FDC in the near
     term is largely macro driven.  If the U.S. were to slip into
     an economic decline or if the European economy declines
     significantly, it is possible that the ratings could be
     negatively affected.
  -- The ratings could also be downgraded if FDC were to
     experience sustained market share declines or if typical
     price compression accelerates.

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

  -- The current Rating Outlook is Negative.  As a result, Fitch
     does not currently anticipate developments with a material
     likelihood, individually or collectively, leading to a rating
     upgrade.


FIRSTFED FINANCIAL: Becoming Test Case for Third-Party Releases
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that FirstFed Financial Corp. is shaping up to be the test
case on a loophole in the rule prohibiting the use of a company's
bankruptcy reorganization to bestow immunity from lawsuits on
officers, directors and other non-bankrupt third parties.

According to the report, 10 of the 11 U.S. Circuit Courts of
Appeal have varying limits on the inclusion of third-party
releases in Chapter 11 reorganization plans.  The Ninth Circuit in
San Francisco is unique in having a total prohibition on third-
party releases.  FirstFed's reorganization plan, scheduled for
approval at an Oct. 2 confirmation hearing in Los Angeles,
contains provisions where creditors will forsake the right to sue
or make claims against third parties by checking a box on the plan
ballot.

The report relates that, in papers opposing approval of the plan,
the U.S. Trustee contends that the opt-in releases are prohibited.
The Justice Department's bankruptcy watchdog admits in his filing
that there are no Ninth Circuit decisions saying whether opt-in
releases are permissible.

The report notes that the Ninth Circuit covers western states
including California, Nevada and Arizona.  U.S. Bankruptcy Judge
Ernest M. Robles will confront the issue when FirstFed's plan
comes up for confirmation.  The current plan was the second effort
at emerging from bankruptcy begun in January 2010.  The first plan
was voted down.

                     About FirstFed Financial

Irvine, Calif.-based FirstFed Financial Corp. is the bank
holding company for First Federal Bank of California and its
subsidiaries.  The Bank was closed by federal regulators on
Dec. 18, 2009.

FirstFed Financial Corp. filed for Chapter 11 protection (Bankr.
C.D. Calif. Case No. 10-10150) on Jan. 6, 2010.  Jon L. Dalberg,
Esq., at Landau Gottfried & Berger LLP, represents the Debtor in
its restructuring effort.  Garden City Group is the claims and
notice agent.  The Debtor disclosed assets at $1 million and
$10 million, and debts at $100 million and $500 million.

The Debtor's exclusive period to propose a plan expired in
January 2011.

The Debtor has proposed a Plan of Liquidation, which proposes an
orderly liquidation of the Debtor's estate.  Holdco Advisors L.P.,
submitted a competing plan of reorganization.


FREEDOM ENVIRONMENTAL: Incurs $389,000 Net Loss in Second Quarter
-----------------------------------------------------------------
Freedom Environmental Services, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $389,049 on $1.33 million of revenue
for the three months ended June 30, 2012, compared with a net loss
of $144,123 on $1.56 million of revenue for the same period during
the prior year.

The Company reported a net loss of $779,193 on $2.50 million of
revenue for the six months ended June 30, 2012, compared with a
net loss of $498,209 on $2.95 million of revenue for the same
period a year ago.

The Company's balance sheet at June 30, 2012, showed $2.36 million
in total assets, $3.11 million in total liabilities, and a
$757,678 total stockholders' deficit.

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

                        http://is.gd/LxeUnw

                    About Freedom Environmental

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.


FRIENDFINDER NETWORKS: Reports July Adjusted EBITDA of $8 Million
-----------------------------------------------------------------
FriendFinder Networks Inc. reported adjusted EBITDA (earnings
before deducting net interest expense, income taxes, depreciation
and amortization) of $8 million for the month ended July 31, 2012.

Anthony Previte, chief executive officer of FriendFinder said, "As
highlighted in our recent second quarter earnings release and
conference call, FriendFinder has undertaken an aggressive effort
to optimize our business and streamline our cost structure.  In
doing so, we have redirected our efforts to foster stronger growth
in our core network of brands.  For the month of July 2012, these
efforts resulted in significant operational improvements,
including strong adjusted EBITDA."

                   About FriendFinder Networks

FriendFinder Networks (formerly Penthouse Media Group) owns and
operates a variety of social networking Web sites, including
FriendFinder.com, AdultFriendFinder.com, Amigos.com, and
AsiaFriendFinder.com.  All total, its Web sites are offered in 12
languages to users in some 170 countries.  The company also
publishes the venerable adult magazine PENTHOUSE, and produces
adult video content and related images.  The Company is based in
Boca Raton, Florida.

Friendfinder's balance sheet at March 31, 2012, showed
$475.34 million in total assets, $624.96 million in total
liabilities, and a $149.62 million total stockholders' deficiency.

                          *     *      *

As reported by the TCR on Aug. 24, 2012, Standard & Poor's Ratings
Services lowered its rating on Boca Raton, Fla.-based FriendFinder
Networks Inc. to 'CCC' from 'CCC+'.

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


FUELSTREAM INC: Inks Employment Agreement with CEO
--------------------------------------------------
Fuelstream, Inc., entered into an Employment Agreement, which
became effective as of July 15, 2012, with Russell Adler, the
Chief executive Officer of the Company.

The Employment Agreement is for an initial term of five years
which automatically renews for additional one year terms if notice
is not provided within 60 days of the then-current term, and
provides for an annual base salary of $156,000 and a signing bonus
of $100,000 payable in two installments.  The Employment Agreement
also entitles Mr. Adler to receive 3,000,000 common stock purchase
options at an exercise price of $0.01 per share, and further
entitles Mr. Adler to receive up to 100,000 additional shares of
common stock of the Company, based on a change of control of the
Company during the employment term.  The Employment Agreement also
contains additional cash bonus and equity bonus provisions based
on the earnings of the Company, and a further bonus of 500,000
restricted shares and 2,000,000 common stock purchase options if
the Company achieves either (i) $1 billion in revenues; (ii) a
market capitalization of $1 billion, or (ii) listing of the
Company on a national securities exchange.  The Employment
Agreement also contains customary confidentiality, non-
competition, and non-solicitation provisions.

On Sept. 7, 2012, the Board approved a form of Indemnification
Agreement for each of the directors and executive officers of the
Company, as well as certain advisors to the Company.

                Unregistered Issuances of Securities

Pursuant to Fuelstream's 2012 Equity Incentive Plan, the Board of
Directors of the Company approved the grant of 2,670,000 common
stock purchase options to five individuals at an exercise price of
$0.01 per share.  No solicitation was made and no underwriting
discounts were given or paid in connection with these
transactions.

On Sept. 10, 2012, the Company issued an aggregate of 290,000
shares of restricted common stock to four persons for services
rendered and in settlement of certain other matters.

On Sept. 10, 2012, the Company issued an aggregate of 2,063,550
shares of restricted common stock to its joint venture partners in
AFI South Africa, LLC, as a consequence of the exercise of options
held by those partners to convert their joint venture interest
into shares of the Company.

On Sept. 7, 2012, the Company adopted its 2012 Equity Incentive
Plan.  The Plan allows for the grant and issuance of common stock
purchase options and grants of restricted common stock to
employees, non-employee directors, consultants, and advisors of
the Company.  The Plan reserves for issuance under thereunder
6,000,000 shares.  A copy of the 2012 Equity Incentive Plan is
available at http://is.gd/QZQRCK

                          About Fuelstream

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

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

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

Morrill & Associates, LLC, in Bountiful, Utah, expressed
substantial doubt about Fuelstream's ability to continue as a
going concern, following the Company's results for the fiscal year
ended Dec. 31, 2011.  The independent auditors noted that the
Company has negative working capital, negative cash flows from
operations and recurring operating losses.


G.A.D. LLC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: G.A.D., LLC
        1891 50th Street
        Brooklyn, NY 11204

Bankruptcy Case No.: 12-46598

Chapter 11 Petition Date: September 12, 2012

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

Judge: Elizabeth S. Stong

Debtor's Counsel: David Carlebach, Esq.
                  40 Exchange Place
                  Suite 1306
                  New York, NY 10005
                  Tel: (212) 785-3041
                  Fax: (646) 355-1916
                  E-mail: david@carlebachlaw.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 Gabriel Laniado, managing member.


GAINEY CORPORATION: 10th Cir. BAP Says Buyer Not Liable to Insurer
------------------------------------------------------------------
The U.S. Bankruptcy Appellate Panel for the Tenth Circuit affirmed
the dismissal of the complaint filed by liquidating trustee of
Gainey Corporation and its five-debtor affiliates against Michigan
Trucking LLC, the purchaser of the Debtors' assets.
The main issue presented by the appeal is whether the bankruptcy
court erred in dismissing the Liquidating Trustee's adversary
complaint pursuant to Federal Rule of Civil Procedure 12(b)(6).
The Trustee, Barry P. Lefkowitz, sought a declaratory judgment
that Michigan Trucking was liable to the Debtors' insurer for
deductibles billed after the asset sale, but related to accidents
which occurred prior to the asset sale.  The bankruptcy court held
that the Liquidating Trustee failed to state a claim for relief
because Michigan Trucking could not be held liable for deductibles
which were related to accidents which occurred prior to the sale
of the Debtors' assets.  The issue before the Bankruptcy Appellate
Panel is whether the bankruptcy court erred in holding that the
Liquidating Trustee failed to state a claim for relief on the
grounds that the asset purchase agreement, the Sale Order, the
Plan and the Order Confirming the Plan established that Michigan
Trucking had no obligation to reimburse the insurer for
deductibles related to accidents that occurred prior to the sale.

The BAP affirms the bankruptcy court's May 6, 2011 order
dismissing the Liquidating Trustee's adversary complaint for
failure to state a claim for relief.

The lawsuit is, BARRY P. LEFKOWITZ, as Liquidation Trustee of the
Gainey Companies Liquidation Trust, Plaintiff-Appellant, v.
Michigan Trucking, LLC, fka Michigan Truck Acquisition, LLC dba M
Trucking, LLC, Defendant-Appellee, No. 11-8038 (10th Cir. BAP).  A
copy of the BAP's Sept. 11, 2012 opinion, written by Bankruptcy
Appellate Panel Judge Thomas H. Fulton, is available at
http://is.gd/QDOTsEfrom Leagle.com.

Louis P. Rochkind, Esq., at Jaffe Raitt Heuer & Weiss, PC,
represents the Trustee.

Michael S. McElwee, Esq., at Varnum, LLP, argues for Michigan
Trucking.

                        About Gainey Corp.

Headquartered in Grand Rapids, Michigan, Gainey Corp. --
http://www.gaineycorp.com/-- provides trucking and freight-
services in the U.S. and parts of Canada.  It has 5,000 trucks and
trailers, and employs more than 2,300 workers including 1,900
truck drivers.

The Company and its subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. W.D. Mich. Case No. 08-09092) on Oct 14, 2008.

Daniel F. Gosch, Esq., Geoffrey A. Fields, Esq., John
T. Schuring, Esq., and Trent B. Collier, at Dickinson
Wright PLLC; Inga April Hofer, Esq., Jacob Joseph Sadler, Esq.,
and Stephen B. Grow, Esq., at Warner Norcross & Judd, LLP,
represent the Debtors as counsel.  Alixpartners, LLC, is the
Debtors' restructuring and financial consultant.  Virchow Krause
and Company, LLP, is the Debtors' financial advisor.  Eric David
Novetsky, Esq., Jay L. Welford, Esq., Judith Greenstone Miller,
Esq., Louis P. Rochkind, Esq., Paul R. Hage, Esq., and Richard E.
Kruger, Esq., at Jaffe, Raitt, Heuer & Weiss, PC, represent the
Official Committee of Unsecured Creditors as counsel.

As of the commencement date, the Debtors owned assets with a
"book" value of approximately $239,000,000.  As of May 22, 2009,
the Debtors books and records reflected available cash on hand in
the amount of approximately $16,300,000, plus billed accounts
receivable in the amount of approximately $18,400,000.

Michigan Trucking Acquisition, LLC, acquired the Debtors' assets
for $77,800,000 pursuant to a November 2009 sale order.

The Debtors won confirmation of their First Amended Joint Plan of
Reorganization in December 2009.  The Plan established a
Liquidation Trust. Barry P. Lefkowitz was appointed as the
Liquidation Trustee.


GINGRICH GROUP: Trademarks Fetch $20,000 in Bankruptcy
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that trademarks of Gingrich Group LLC, including the
Center for Health Transformation, are being sold by the bankruptcy
trustee for $20,000.  The trustee said in a court filing that the
case attracted "a relatively high national and local press
coverage."  There were several offers for the trademarks,
including the high bid of $20,000 from WellStar Health System Inc.
A hearing is scheduled for Sept. 20 in U.S. Bankruptcy Court in
Atlanta to approve the sale.

                       About Gingrich Group

Gingrich Group, a health-care think tank founded by former U.S.
Republican presidential candidate Newt Gingrich, filed for
Chapter 7 bankruptcy liquidation (Bankr. N.D. Ga. Case No. 12-
59065) in April 2012.  A trustee was appointed automatically.
Gingrich Group filed formal lists showing property valued at
$79,000 and liabilities totaling $900,000.


GLYECO INC: Extends Closing Date of FCM Agreement Until Sept. 30
----------------------------------------------------------------
Glyeco, Inc., agreed with Full Circle Manufacturing Group, Inc.,
to amend the terms of the preliminary agreement, whereby GlyEco
agrees to purchase and lease assets, including intellectual
property related to FCM's glycol recycling process.  All assets
transferred will be free and clear of encumbrances or claims.  For
the assets purchased, GlyEco will pay $4,000,000 in a combination
of 2,000,000 shares of GlyEco unregistered common stock (valued at
$1.00 per share) and $2,000,000 cash.

The closing will be on or before Sept. 30, 2012, or on such other
date as agreed upon by the parties, and subject to satisfaction of
certain conditions and a more comprehensive agreement, including
possible verification of FCM's financial statements through an
audit by a PCAOB accounting firm.  The purpose for this extension
is to finalize the necessary financial audit, due diligence, and
standard closing conditions.

The Company entered into the preliminary agreement with Full
Circle dated March 16, 2012.

                         About GlyEco, Inc.

Phoenix, Ariz.-based GlyEco, Inc., is a green chemistry company
formed to roll-out its proprietary and patent pending glycol
recycling technology that transforms waste glycols, a hazardous
material, into profitable green products.

Jorgensen & Co., in Lehi, Utah, expressed substantial doubt about
GlyEco'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 not yet achieved
profitable operations and is dependent on the Company's ability to
raise capital from stockholders or other sources and other factors
to sustain operations.

The Company's balance sheet at June 30, 2012, showed $1.1 million
in total assets, $2.1 million in total liabilities, and a
stockholders' deficit of $950,887.


H&M OIL: Prospect Wins Partial Victory on Exclusivity Extension
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that lender Prospect Capital Corp., owed $88.8 million,
emerged partly victorious from a courtroom squabble with H&M Oil &
Gas LLC.

According to the report, H&M appeared in U.S. Bankruptcy Court in
Dallas seeking an additional two months when no one else may
propose a reorganization plan.  In response to an objection from
Prospect, U.S. Bankruptcy Judge Barbara Houser gave H&M one month.

The report relates that if H&M doesn't file a plan within a month
and complete the court approval process within another two months,
Judge Houser gave Prospect the right to file a plan of its own.

The report notes that Prospect said the bankruptcy isn't complex
and is nothing more than a two-party dispute filed to stop
foreclosure.  If allowed, Prospect said it will immediately file a
plan making a $100,000 "gift" to unsecured creditors so they can
have a "meaningful payment."  In requesting a longer exclusivity
extension, H&M said it probably would file a plan providing for a
sale of the assets.

                           About H&M Oil

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

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

Judge Barbara J. Houser presides over the case.  The Debtors are
represented by Keith William Harvey, Esq., at Anderson Tobin PLLC,
in Dallas.  Lain Faulkner & Co., PC, serves as financial adviser.

Prospect Capital Corporation, the Debtors' lone secured creditor,
is represented in the case by Timothy A. Davidson II, Esq., and
Joseph P. Rovira, Esq., at Andrews Kurth LLP.  The U.S. Trustee
has not appointed a creditors' committee.


HAWKER BEECHCRAFT: Court Denies Bid to Implement KEIP
-----------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court denied
Hawker Beechcraft Acquisition's motion to implement a key employee
incentive plan (KEIP). Both the U.S. Trustee assigned to the case
and the International Association of Machinists and Aerospace
Workers, AFL-CIO, had objected to the KEIP motion.

The Court explains, "Although the KEIP includes elements of
incentive compensation, when viewed as a whole, it sets the
minimum bonus bar too low to qualify as anything other than a
retention program for insiders. Accordingly, the Court concludes
that the Debtors have failed to sustain their burden of proof and
denies the KEIP part of the Motion without prejudice....In this
case, the SLT can earn a 50% bonus if the Debtors confirm and
consummate the Standalone Plan by the dates agreed to under the
RSA which are subject to extension, even if the Debtors' miss
their financial targets. Furthermore, the sales price target under
the Third-Party Transaction that must be met to earn some bonus is
hardly challenging."

                      About Hawker Beechcraft

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

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

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

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

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

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

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

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

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

An Official Committee of Unsecured Creditors appointed in the case
has selected Daniel H. Golden, Esq., and the law firm of Akin Gump
Strauss Hauer & Feld LLP as legal counsel.


HEARTLAND MEMORIAL: Judge Nixes McGuireWoods Malpractice Suit
-------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that an Indiana federal
judge on Tuesday threw out Heartland Memorial Hospital LLC's
malpractice suit over McGuireWoods LLP's supposedly bad advice
during a leveraged buyout, finding no evidence the law firm had
agreed to take the hospital on as a client.

Bankruptcy Law360 relates that U.S. District Judge Philip P. Simon
issued an opinion and order dismissing the suit without prejudice,
rejecting the argument that McGuireWoods' representation of
Heartland's parent, iHealthcare Inc., left the firm liable to
Heartland for allegedly shoddy legal advice in a 2006 LBO.

                  About Heartland Memorial Hospital

In January 2007, creditors filed an involuntary Chapter 7
bankruptcy petition against Heartland Memorial Hospital, LLC.  On
March 2, 2007, the bankruptcy court granted relief against the
Debtor and converted the case to Chapter 11.  On Nov. 19, 2008,
the bankruptcy court confirmed the Debtor's liquidating plan of
reorganization and appointed David Abrams, as liquidating trustee.


HOSTESS BRANDS: Teamsters Accepts, Bakers Union Rejects New Deals
-----------------------------------------------------------------
Rachel Feintzeig, writing for Dow Jones Newswires, reports that
Hostess Brands Inc.'s largest union, the International Brotherhood
of Teamsters, on Friday narrowly vote to accept the new collective
bargaining agreements.  However, the Bakery, Confectionery,
Tobacco Workers & Grain Millers International Union, its second-
largest union, voted to reject a revamped labor deal, sending the
company back to the drawing board as it scrambles to find a way
out of bankruptcy.

In an interview Friday evening, Dow Jones relates Chief Executive
Gregory Rayburn said Hostess will launch a bankruptcy court effort
to force the BCTGM to accept the new labor deal.  He said the
change in plans stemmed from his concern that BCTGM employees were
given "bad information" during the voting process.   He hopes to
see an early October start for the court hearing, in which a judge
would consider giving Hostess the right to reject its current
collective bargaining agreement with the BCTGM and replace it with
the last offer from the company.

"Leadership basically led employees in the union to believe that
there's a white knight buyer out there for the company, and
there's not," Mr. Rayburn said, according to Dow Jones.  He added
that union leaders had also told employees the company was
prepared to come back with another, better offer, but that was
also a false statement.

Dow Jones notes Mr. Rayburn last month said Hostess would
immediately liquidate if either one of its two largest unions
voted against the proposal.

Dow Jones says BCGTM officials didn't respond to calls for comment
Thursday and Friday.

According to Dow Jones, 53.6% of the Teamsters voted in favor of
the deal and 46.4% voted against it, according to numbers provided
by Leigh Strope, a spokeswoman for the Teamsters.  The Teamsters
represent 7,500 of Hostess's 19,000 employees.

Dow Jones notes Mr. Rayburn said he didn't have the breakdown of
the BCTGM votes.

Dow Jones recounts Hostess' offer to the unions would lead to
about $200 million in average annual savings over the five-year
contract.  That includes about $40 million a year in wage
concessions -- wages and commissions would be slashed by 8% in the
first year of the contract and then climb higher in subsequent
years -- and about $75 million a year in pension-cost savings.

According to Dow Jones, Mr. Rayburn said in an interview last
month said:

     -- Hostess is poised to exit its multi-employer pension
        plans;

     -- the unions will receive a 25% equity stake and $100
        million of third-lien debt upon its exit from bankruptcy.
        The rest of the equity in the company is slated to be
        handed over to the first-lien lending group, led by Silver
        Point Finance LLC and Monarch Master Funding Ltd., save
        10%, which will be set aside for management-incentive
        plans;

     -- the current private-equity owner, Ripplewood Holdings,
        is set to be wiped out under the company's reorganization
        strategy.  Ripplewood has already stepped down from the
        company's board of directors.

The report notes Hostess is contemplating selling off its Merita
bread and bakery business.  Hostess would retain some of the funds
from that or any other potential asset sale while handing over a
piece of the proceeds to its lenders, owed money under the
company's bankruptcy loan.  The lenders have also agreed to
reinstate their first-lien debt upon the company's exit from
bankruptcy, a "key" move that Mr. Rayburn said would enable the
company to "have the liquidity and have the credit to make the
investments we need to make that didn't get made the last time
around."

                       About Hostess Brands

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

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

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

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

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

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

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


IKARIA INC: S&P Keeps 'BB' Rating on $175MM Term Loan After Upsize
------------------------------------------------------------------
Standard & Poor's Ratings Services said its 'BB' rating on
Hampton, N.J.-based specialty pharmaceutical company Ikaria Inc.'s
senior secured floating-rate term loan B remains unchanged
following the company's announcement that it will upsize the
loan to $175 million from $125 million. The '1' recovery rating
remains unchanged and indicates expectations for very high (90%-
100%) recovery of principal in the event of payment default. The
company intends to use the proceeds to upsize the sponsor
dividend. Leverage assumptions are not affected by the small
incremental debt.

"The 'B+' corporate credit rating and stable outlook on Ikaria
remain unchanged and overwhelmingly reflect a 'weak' business risk
profile, exhibited by its heavy reliance on one product--INOMAX
(nitric oxide) for inhalation--for nearly all of its revenues. The
ratings also reflect our expectation that Ikaria will operate with
an 'aggressive' financial risk profile over time, despite pro
forma adjusted leverage of 5.7x," S&P said.

RATINGS LIST

Ikaria Inc.
Corporate Credit Rating                B+/Stable/--
Senior Secured
  $175 mil. fltg-rate term loan B       BB
   Recovery Rating                      1


IMAGEWARE SYSTEMS: Elects Charles Crocker to Board of Directors
---------------------------------------------------------------
ImageWare Systems, Inc., has elected Charles Crocker to its board
of directors effective Sept. 6, 2012.

Mr. Crocker comes to ImageWare as chairman and CEO of Crocker
Capital, a private investment firm with particular interest in
early stage companies.  Prior to his work at Crocker Capital, he
served as chairman of the board and CEO of BEI Technologies, Inc.,
a NASDAQ-listed, diversified technology company which he founded.
BEI was sold in October 2005 to global conglomerate Schneider
Electric.

He also serves as a director of two public companies -- Franklin
Resources, Inc. and Teledyne Technologies, Inc. -- and is a
director for various private companies.  Mr. Crocker received his
B.S. degree from Stanford University and his M.B.A. from the
University of California, Berkeley.

"Charlie's proven experience leading and advising numerous
successful public technology companies over his expansive career
is highly valuable to our company," said Jim Miller, ImageWare
Systems chairman and CEO.  "He was drawn to our industry-best
patent portfolio in multimodal biometrics and we look forward to
leveraging his experience as we advance our strategic direction to
become the standard for biometric identity management."

Crocker commented: "ImageWare is an early pioneer in multimodal
biometrics-an industry that has received recent attention as
businesses look to secure information in the cloud.  In addition,
society's increasing mobility is a key driver, with smartphones
equipped with tools that may require the security of biometrics.
I believe ImageWare is well-positioned to benefit from these
secular trends and I look forward to working closely with Jim and
the executive suite to help monetize their IP portfolio in a
number of markets."

                      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.


IMPLANT SCIENCES: Grants New Stock Options to Management & Board
----------------------------------------------------------------
Implant Sciences Corporation has granted new stock options to its
senior management team and Board of Directors.  The new stock
options are exercisable into shares of the Company's common stock
at an exercise price of $1.40 per share.  These are the first
option grants to the officers and directors of the Company since
June 2009, with the exception of Dr. Bill McGann, who received a
stock option grant in April 2011 when he joined the Company as an
advisor.  The new grants, together with stock and options already
owned by the Company's officers and directors, represent 14% of
the Company's capitalization on a fully diluted basis.

The Board of Directors has also adopted a Change of Control
Payment Plan, which provides for fixed cash payments to the
Company's officers and directors.  These payments will be made
only in the event that the Company or its business is acquired by
a third party.  The Company is not currently in discussions with
any third parties concerning the acquisition of the Company, the
Company is not aware of any efforts to acquire the Company, and
the Company's Board of Directors has no current intention of
seeking offers to acquire the Company.

Glenn Bolduc, president and chief executive officer of Implant
Sciences, commented, "The success of our Company is directly due
to the dedication and hard work of our management team, employees
and Board of Directors.  The Change of Control Payment Plan, which
will not benefit our officers or directors unless the Company is
sold, is intended to reward management for the value created since
the Company's turnaround began in 2009.  The stock option grant is
intended to bring management's equity ownership in line with that
of other public companies in our industry and to provide equity-
based incentives to our officers and directors to continue to
build value for our shareholders."

On Sept. 7, 2012, the Board of Directors of Implant Sciences
adopted an amendment to the Company's 2004 Stock Option Plan
increasing the total number of shares of the Company's common
stock issuable thereunder from 4,000,000 to 20,000,000.

Detailed information on these grants and the Change of Control can
be found at http://is.gd/zn2vPF

                       About Implant Sciences

Implant Sciences Corporation (OBB: IMSC.OB) --
http://www.implantsciences.com/-- develops, manufactures and
sells sensors and systems for the security, safety and defense
(SS&D) industries.

Marcum LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2011, citing recurring net losses and
continues to experience negative cash flows from operations.

The Company reported a net loss of $15.55 million for the year
ended June 30, 2011, compared with a net loss of $15.52 million
during the prior year.

The Company's balance sheet at March 31, 2012, showed
$5.77 million in total assets, $34.81 million in total
liabilities, and a $29.04 million total stockholders' deficit.

                        Bankruptcy Warning

The Company said in the quarterly report for the period ended
March 31, 2012, that any failure to comply with its debt
covenants, to achieve its projections or to obtain sufficient
capital on acceptable terms would have a material adverse impact
on its liquidity, financial condition and operations and could
force the Company to curtail or discontinue operations entirely or
file for protection under bankruptcy laws.  Further, upon the
occurrence of an event of default under certain provisions of the
Company's agreements with DMRJ Group LLC, the Company could be
required to pay default rate interest equal to the lesser of 3.0%
per month and the maximum applicable legal rate per annum on the
outstanding principal balance outstanding.


INSPIREMD INC: Kesselman & Kesselman Raises Going Concern Doubt
---------------------------------------------------------------
InspireMD Inc. filed on Sept. 11, 2012, a transitional report on
Form 10-KT for the six month period ended June 30, 2012.

Kesselman & Kesselman, in Tel Aviv, Israel, expressed substantial
doubt about InspireMD's ability to continue as a going concern.
The independent auditors noted that the Company has had recurring
losses, negative cash flows from operating activities and has
significant future commitments.

The Company reported a net loss of $7.1 million on $2.1 million of
revenues for the six months ended June 30, 2012, compared to a net
loss of $4.2 million on $2.7 million of revenues for the six
months ended June 30, 2011.  The increase in net loss resulted
primarily from an increase in operating expenses of approximately
$3.3 million and a decrease of approximately $0.5 million in gross
profit.  This increase was partially offset by a decrease in
financial expense (income) of approximately $0.9 million.

The Company's balance sheet at June 30, 2012, showed $16.0 million
in total assets, $10.6 million in total liabilities, and
stockholders equity of $5.4 million.

A copy of the Form 10-KT is available at http://is.gd/0Bgqpj

InspireMD, Inc., was organized in the State of Delaware on
Feb. 29, 2008, as Saguaro Resources, Inc., to engage in the
acquisition, exploration and development of natural resource
properties.  On March 28, 2011, the Company changed its name from
"Saguaro Resources, Inc." to "InspireMD, Inc."

Headquartered in Tel Aviv, Israel, InspireMD, Inc., is a medical
device company focusing on the development and commercialization
of its proprietary stent platform technology, MGuard(TM).
MGuard(TM) provides embolic protection in stenting procedures by
placing a micron mesh sleeve over a stent.  The Company's initial
products are marketed for use mainly in patients with acute
coronary syndromes, notably acute myocardial infarction (heart
attack) and saphenous vein graft coronary interventions (bypass
surgery).




IOWORLDMEDIA INC: Zachary McAdoo Discloses 12.3% Equity Stake
-------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Zachary McAdoo and his affiliates disclosed that, as
of July 31, 2012, they beneficially own 27,661,125 shares of
common stock of IOWorldMedia, Incorporated, representing 12.3% of
the shares outstanding.  A copy of the filing is available for
free at http://is.gd/PxOH7r

                         About ioWorldMedia

Tampa, Fla.-based ioWorldMedia, Incorporated, operates three
primary internet media subsidiaries: Radioio, ioBusinessMusic, and
RadioioLive.

As reported in the TCR on April 20, 2012, Patrick Rodgers, CPA,
PA, in Altamonte Springs, Fla., expressed substantial doubt about
ioWorldMedia'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 suffered
recurring losses from operations and negative cash flows
from operations the past two years.

The Company's balance sheet at Dec. 31, 2011, showed $1,952,418
in total assets, $1,863,459 in total liabilities, preferred stock
of $3,025, additional paid-in capital of $5,769,279, and a
stockholders' deficit of $5,683,345.


IRVINE SENSORS: Engages ThinkEquity as Investment Banker
--------------------------------------------------------
Pursuant to a letter agreement effective as of Aug. 29, 2012, ISC8
Inc., formerly known as Irvine Sensors Corporation, has engaged
ThinkEquity LLC to act as its principal agent, on a non-exclusive
basis, in connection with the exploration of potential financing
transaction in the form of a private investment in public equity.
The term of the agreement is one year.


The Company has agreed to pay to ThinkEquity an advisory fee in
the amount of 3.5% of the gross proceeds of any Potential
Transaction with certain identified parties, and 7% of the gross
proceeds of any Potential Transaction with any other party.  So
long as at least $7.5 million is raised in any Potential
Transaction, the Company will pay to ThinkEquity a minimum fee of
$500,000.  The Company will also reimburse ThinkEquity for its
reasonable and customary expenses incurred in connection with
services provided under the Agreement.

The Agreement also contains certain indemnification obligations.

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

                        http://is.gd/4Y2E6p

                       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.


JACOBS FINANCIAL: Incurs $1.1 Million Net Loss in Fiscal 2012
-------------------------------------------------------------
Jacobs Financial Group, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $1.10 million on $1.83 million of total revenues for
the year ended May 31, 2012, compared with a net loss of
$1.30 million on $1.56 million of total revenues during the prior
fiscal year.

The Company's balance sheet at May 31, 2012, showed $8.88 million
in total assets, $16.15 million in total liabilities, $1.84
million in total mandatorily redeemable preferred stock, and a
$9.11 million total stockholders' deficit.

In the auditors' report accompanying the consolidated financial
statements for the year ended May 31, 2012, Malin, Bergquist &
Company, LLP, in Pittsburgh, PA, noted that the Company's
significant net working capital deficit and operating losses
raise substantial doubt about its ability to continue as a
going concern.

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

                        http://is.gd/ruflEj

                       About Jacobs Financial

Jacobs Financial Group, Inc. (OTC Bulletin Board: JFGI) is a
Charleston, West Virginia-based holding company for First Surety
Corporation, a West Virginia domiciled surety, Triangle Surety
Agency, an insurance agency that specializes in coal reclamation
surety bonds, and Jacobs & Company, a registered investment
advisor.


JEDD LLC: Can Employ Gullett Sanford as Bankruptcy Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee has
granted Jedd LLC permission to employ Gullett, Sanford, Robinson &
Martin, PLLC, as bankruptcy counsel for the Debtor.

As reported in the TCR on July 20, 2012, the firm's customary
hourly rates are:

          Members                    $350 to $450
          Associates                 $150 to $275
          Paralegals                  $90 to $125

Mr. Forrester, a member of the law firm, attests that Gullett
Sanford holds no interest adverse to the estate with respect to
the matter of its engagement, and the firm is a disinterested
person as that term is defined in 11 U.S.C. Sec. 101(14).
However, Scott Derrick, a member of Gullett Sanford, is married to
Beth Roberts Derrick, the Assistant United States Trustee in the
Middle District of Tennessee.  In addition, Mr. Forrester is
married to Cynthia N. Sellers, a member of Bass, Berry & Sims,
PLC, a creditor of the Debtor.

                          About JEDD LLC

JEDD, LLC, filed a bare-bones Chapter 11 petition (Bankr. M.D.
Tenn. Case No. 12-05701) on June 20, 2012, in Cookeville,
Tennessee.  JEDD is generally in the business of developing,
marketing and selling real estate in the Big South Fork area near
Jamestown, Tennessee.  According to http://www.tnrecprop.com/JEDD
has activity and developments in Fentress County, including Flat
Rock Reserve, Nichol Creek FARMS, Fortune 7 Homes, Island in the
Sky, Concierge Services, Hunter's Ridge, River Park and Clear
Fork.

JEDD has filed schedules disclosing $13,377,782 in total assets
and $13,694,539 in total liabilities.

Paul "Doug" Gates, a co-founder and VP of operations, signed the
Chapter 11 petition.  Mr. Gates is also the CEO of Fortune 7 Inc.,
owner and operator of three engineering firms specializing in
electrical, microwave and construction engineering.

Judge Keith M. Lundin oversees the case.  Lawyers at Gullett
Sanford Robinson & Martin, PLLC, serve as the Debtor's counsel.


JEFFERSON COUNTY: Judge Declines to Set Deadline to Submit Plan
---------------------------------------------------------------
Brian Mahoney at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Thomas Bennett declined to set a deadline at a Thursday
hearing for Jefferson County's Chapter 9 bankruptcy plan,
postponing a request from the county's creditors.

According to Bankruptcy Law360, source familiar with the matter
Judge Bennett declined to set the deadline for Jefferson County's
submission of a Chapter 9 plan, ordering a general continuance of
creditor requests to set a deadline in the case.

                      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.


JOURNAL REGISTER: Committee Has Trade-Supplier Majority
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Journal Register Co. has an official unsecured
creditors' committee with a majority representing trade suppliers.

The publisher initiated its second bankruptcy reorganization on
Sept. 5.  According to the report, the U.S. Trustee appointed the
official creditors' representative Sept. 12.  The five-member
committee includes the Pension Benefit Guaranty Corp. and the
Communications Workers of America union.  International Paper Co.,
with a claim listed for $111,000, is one of the three trade
suppliers.

The report relates that Journal Register already has interim
approval to borrow $22.5 million from the existing revolving
credit lender Wells Fargo Bank NA until a final Sept. 27 hearing,
when the loan will increase to $25 million.  The loan pays off
pre-bankruptcy debt owing to the bank.  On emergence from the
prior bankruptcy reorganization three years ago, secured lenders
took ownership in exchange for debt.  Current lender and owner
Alden Global Capital Ltd. has plans to retain ownership in a debt
swap.

                      About Journal Register

Journal Register Company -- http://www.JournalRegister.com/-- is
the publisher of the New Haven Register and other papers in 10
states, including Philadelphia, Detroit and Cleveland, and in
upstate New York.  The Company's more than 350 multi-platform
products reach an audience of 21 million people each month.  JRC
is managed by Digital First Media and is affiliated with MediaNews
Group, Inc., the nation's second largest newspaper company as
measured by circulation.

Journal Register, along with its affiliates, first filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No.
09-10769) on Feb. 21, 2009.  Attorneys at Willkie Farr & Gallagher
LLP, served as counsel to the Debtors.  Attorneys at Otterbourg,
Steindler, Houston & Rosen, P.C., represented the official
committee of unsecured creditors.  Journal Register emerged from
Chapter 11 protection under the terms of a pre-negotiated plan.

Journal Register returned to bankruptcy (Bankr. S.D.N.Y. Lead Case
No. 12-13774) on Sept. 5, 2012, to sell the business to 21st CMH
Acquisition Co., an affiliate of funds managed by Alden Global
Capital LLC.  The deal is subject to higher and better offers.
Journal Register expects to complete the auction and sale process
within 90 days.

Journal Register exited the 2009 restructuring with $225 million
in debt and with a legacy cost structure, which includes leases,
defined benefit pensions and other liabilities that have become
unsustainable and threatened the Company's efforts for a
successful digital transformation.  Journal Register managed to
reduce the debt by 28% with the Company servicing in excess of
$160 million of debt.

Alden Global is the holder of two terms loans totaling $152.3
million.  Alden Global acquired the stock and the term loans from
lenders in Journal Register's prior bankruptcy.

Journal Register disclosed total assets of $235 million and
liabilities totaling $268.6 million as of July 29, 2012.  This
includes $13.2 million owing on a revolving credit to Wells Fargo
Bank NA.

Bankruptcy Judge Stuart M. Bernstein presides over the 2012 case.
Neil E. Herman, Esq., Rachel Jaffe Mauceri, Esq., and Patrick D.
Fleming, Esq., at Morgan, Lewis & Bockius, LLP; and Michael R.
Nestor, Esq., Kenneth J. Enos, Esq., and Andrew L. Magaziner,
Esq., at Young Conaway Stargatt & Taylor LLP, serve as the 2012
Debtors' counsel.  SSG Capital Advisors, LLC, serves as financial
advisors.  American Legal Claims Services LLC acts as claims
agent.  The petition was signed by William Higginson, executive
vice president of operations.

Otterbourg, Steindler, Houston & Rosen, P.C., represents Wells
Fargo.  Akin, Gump, Strauss, Hauer & Feld LLP, represents the
Debtors' Tranche A Lenders and Tranche B Lenders.  Emmet, Marvin &
Martin LLP, serves as counsel to Wells Fargo, in its capacity as
Tranche A Agent and the Tranche B Agent.


JOURNAL REGISTER: Committee Retains Lowenstein Sandler as Counsel
-----------------------------------------------------------------
Lowenstein Sandler was recently retained as creditors' committee
counsel in the Chapter 11 bankruptcy cases of news publisher
Journal Register Company and its affiliates.  Journal Register, a
subsidiary of Digital First Media Group and publisher of more than
140 publications, including 18 newspapers in 10 U.S. states, filed
for bankruptcy protection September 5, 2012.  The company has $235
million of assets and $268.6 million of liabilities.  The
Lowenstein team includes Gerald C. Bender, Kenneth A. Rosen,
Sharon L. Levine and Richard J. Corbi.

                     About Lowenstein Sandler

Lowenstein Sandler ranks first among the nation's law firms for
representing unsecured creditors' committees according to The Deal
Pipeline.  As of September 1, 2012, the firm was serving as
creditors' committee counsel in more than 40 active bankruptcy
cases, including Chef Solutions Holdings, LLC, a manufacturer of
prepared foods; Cagle's Farms, an Atlanta-based poultry
distributor; Hussey Copper Corp., a leading U.S. manufacturer of
copper products and Graceway Pharmaceuticals.  Also active in
debtor representations, Lowenstein serves or served as debtors'
counsel to Coach America, one of the nation's largest bus
operators, Jobson Medical Information Holdings LLC, a healthcare
information and marketing services provider and RoomStore, a
national furniture and bedding retailer.

                      About Journal Register

Journal Register Company -- http://www.JournalRegister.com/-- is
the publisher of the New Haven Register and other papers in 10
states, including Philadelphia, Detroit and Cleveland, and in
upstate New York.  The Company's more than 350 multi-platform
products reach an audience of 21 million people each month.  JRC
is managed by Digital First Media and is affiliated with MediaNews
Group, Inc., the nation's second largest newspaper company as
measured by circulation.

Journal Register, along with its affiliates, first filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No.
09-10769) on Feb. 21, 2009.  Attorneys at Willkie Farr & Gallagher
LLP, served as counsel to the Debtors.  Attorneys at Otterbourg,
Steindler, Houston & Rosen, P.C., represented the official
committee of unsecured creditors.  Journal Register emerged from
Chapter 11 protection under the terms of a pre-negotiated plan.

Journal Register returned to bankruptcy (Bankr. S.D.N.Y. Lead Case
No. 12-13774) on Sept. 5, 2012, to sell the business to 21st CMH
Acquisition Co., an affiliate of funds managed by Alden Global
Capital LLC.  The deal is subject to higher and better offers.
Journal Register expects to complete the auction and sale process
within 90 days.

Journal Register exited the 2009 restructuring with $225 million
in debt and with a legacy cost structure, which includes leases,
defined benefit pensions and other liabilities that have become
unsustainable and threatened the Company's efforts for a
successful digital transformation.  Journal Register managed to
reduce the debt by 28% with the Company servicing in excess of
$160 million of debt.

Alden Global is the holder of two terms loans totaling $152.3
million.  Alden Global acquired the stock and the term loans from
lenders in Journal Register's prior bankruptcy.

Journal Register disclosed total assets of $235 million and
liabilities totaling $268.6 million as of July 29, 2012.  This
includes $13.2 million owing on a revolving credit to Wells Fargo
Bank NA.

Bankruptcy Judge Stuart M. Bernstein presides over the 2012 case.
Neil E. Herman, Esq., Rachel Jaffe Mauceri, Esq., and Patrick D.
Fleming, Esq., at Morgan, Lewis & Bockius, LLP; and Michael R.
Nestor, Esq., Kenneth J. Enos, Esq., and Andrew L. Magaziner,
Esq., at Young Conaway Stargatt & Taylor LLP, serve as the 2012
Debtors' counsel.  SSG Capital Advisors, LLC, serves as financial
advisors.  American Legal Claims Services LLC acts as claims
agent.  The petition was signed by William Higginson, executive
vice president of operations.

Otterbourg, Steindler, Houston & Rosen, P.C., represents Wells
Fargo.  Akin, Gump, Strauss, Hauer & Feld LLP, represents the
Debtors' Tranche A Lenders and Tranche B Lenders.  Emmet, Marvin &
Martin LLP, serves as counsel to Wells Fargo, in its capacity as
Tranche A Agent and the Tranche B Agent.


LADDER CAPITAL: Fitch Assigns Initial IDR at 'BB'; Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has assigned initial credit ratings to Ladder
Capital Finance Holdings LLLP and Ladder Capital Finance
Corporation (collectively, Ladder or the company) as follows:

  -- Issuer Default Ratings (IDR) 'BB';
  -- $300 million senior unsecured debt due 2017 'BB (exp)'.

The Rating Outlook is Stable.

The IDRs are supported by Ladder's experienced management team,
conservative leverage profile, strong credit and operating trends,
and adequate liquidity.  Rating constraints include the company's
predominantly secured funding profile, with a heavy reliance on
short-term funding, limited operating history and revenue
diversity, 'key man' risk, and the cyclicality inherent in
commercial real estate markets.

The 'BB' rating reflects Ladder's low leverage, measured as debt
to equity, of 1.6x at both year-end 2011 and at June 30, 2012.
The company expects to issue $300 million of senior unsecured debt
in the near future, and management has articulated a leverage
target between 2.0x - 3.0x pro forma for the debt issuance, which
compares favorably to Fitch-rated commercial and consumer finance
peers.

Credit concerns center on Ladder's funding profile, as the company
currently uses short- and medium-term secured facilities to
finance its loans and securities investments.  This strategy could
potentially reduce the company's financial flexibility in times of
stress.  Partially mitigating this risk is the fact that Ladder
has historically drawn amounts well below stated advance rates,
which provides the company with excess borrowing capacity if
needed or a cushion against market value declines or decreasing
advance rates.

Ladder's liquidity profile is enhanced by its high quality and
liquid CMBS and agency securities portfolio, which comprised 58.4%
of total assets as of June 30, 2012.  However, the portfolio is
financed by short-term committed and uncommitted repo facilities.
Unencumbered securities and loans and unrestricted cash were
$499.3 million at June 30, 2012, providing the company with an
adequate degree of contingent liquidity.

Ladder's capital base is solid and backed by several institutional
investors and its management.  Equity as a percentage of assets
was 37.4% at June 30, 2012, which Fitch views as strong,
particularly considering the high proportion of liquid assets on
the balance sheet.  Due to its private ownership, the company is
not pressured for short-term earnings growth; however, Fitch also
acknowledges that the company's institutional and private equity
ownership may seek to monetize their investments at some point in
the future, which could change the investor base and management's
current patient and balanced approach to operating the company.

In a relatively short time period, Ladder has increased its market
share in the CMBS conduit securitization market to become the
ninth largest contributor of $5 million to $75 million loans to
CMBS securitizations between 1Q'10 and 1Q'12.  Fitch attributes
this growth to Ladder's experienced management team and favorable
commercial real estate markets since the company's inception.
Ladder's focus on the commercial mortgage market, through conduit
origination or direct investment, does translate into somewhat of
a monoline business focus, which limits revenue diversity and
leaves Ladder exposed to volatility in the commercial mortgage
markets.

Ladder operates with a 'zero loss tolerance' policy and has
established tight origination and underwriting practices. The loan
portfolio has performed exceptionally well with no losses since
inception.

Fitch has assigned a 'BB' expected rating to Ladder's $300 million
senior unsecured notes due 2017, which are expected to be jointly
issued by Ladder Capital Finance Holdings LLLP and Ladder Capital
Finance Corporation, a wholly-owned subsidiary of Ladder Capital
Finance Holdings LLLP.  The securities are expected to feature an
optional redemption at the issuers' option, subject to make-whole
provisions.  The securities are also expected to be subject to
early redemption in the event of a change of control and a
downgrade of one or more notches as a result of the change in
control, unless the company is rated investment grade.

In the absence of the expected $300 million senior unsecured notes
offering, Fitch would expect to downgrade Ladder's IDR to 'BB- '
from 'BB', reflecting the company's limited existing financial
flexibility as a secured borrower.

The following factors may have a positive impact on Ladder's
ratings and/or Outlook:

  -- Improved funding profile with more longer-term financing
     sources;
  -- A material decline in short-term funding;
  -- Stronger unencumbered liquidity levels;
  -- Consistent and sustained profitability and credit performance
     through multiple market environments, while maintaining a
     conservative leverage posture;

The following factors may have a negative impact on Ladder's
ratings and/or Outlook:
  -- Deterioration in asset quality;
  -- Material operating losses;
  -- A reduction in liquidity relative to outstanding debt;
  -- An increase in leverage beyond the company's articulated
     target.
  -- Material adverse changes to the company's management team.


LEHMAN BROTHERS: Trustee Opposes Sale of Customer Securities
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee for Lehman Brother Inc., the brokerage
unit of Lehman Brothers Holdings Inc., opposes the idea of being
forced to liquidate remaining customer securities before making a
final distribution on claims.

According to the report, Elliott Management Corp. filed papers in
late June asking the bankruptcy judge to force Lehman brokerage
trustee James W. Giddens to sell remaining customer securities
immediately.  A hearing to resolve the controversy is on the
court's calendar for Sept. 19.  Mr. Giddens said in court papers
that the governing Securities Investor Protection Act gives him
discretion in deciding whether to sell or retain securities.  If
retained, the securities would be distributed to customers rather
than cash.

The Lehman trustee said in its papers that Elliott wasn't a Lehman
customer.  Rather, Elliott purchased claims against Lehman, Mr.
Giddens says. Consequently, Elliott's perspective "is mainly that
of a claims trader" and its "motivations and interests may vary
from those of other claimants." According to the report

The report relates that Mr. Giddens reiterated his hope that
remaining customer claims will be paid in substantial part, if not
in full.  The largest hurdle to a final distribution is a
settlement with Lehman's European affiliate and with the parent
company.  Mr. Giddens and the Lehman parent both said in court
filings that a settlement between them is near.

                       About Lehman Brothers

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

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

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

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

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

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

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

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


LEVELLAND/HOCKLEY: Case Converted to Chapter 7 Liquidation
----------------------------------------------------------
Levelland/Hockley County Ethanol, L.L.C., and the Official
Committee of Unsecured Creditors obtained an order from the
Bankruptcy Court for the Northern District of Texas converting the
Debtor's bankruptcy case to one under Chapter 7 of the Bankruptcy
Code.

The parties relate that, among other things:

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

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

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

              About Levelland/Hockley County Ethanol

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

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

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


LEXARIA CORP: Swings to $68,100 Net Income in July 31 Quarter
-------------------------------------------------------------
Lexaria Corporation filed its quarterly report on Form 10-Q,
reporting net income of US$68,122 on US$494,483 of revenue for the
three months ended July 31, 2012, compared with a net loss of
US$252,969 on US$327,685 of revenue for the same period ended
July 31, 2011.  The increase in net income for the three months
ended July 31, 2012, is largely due to an increase in revenues
from oil production and no stock based compensation for the
quarter.

For the nine months ended July 31, 2012, the Company had a net
loss of US$282,918 on US$888,726 of revenue, compared with a net
loss of US$538,915 on US$876,959 of revenue for the same period of
the prior fiscal year.  The decrease in losses for the nine months
ended July 31, 2012, is primarily due to lower advertising costs,
lower foreign exchange loss, and lower stock based compensation
costs compared to July 31, 2011.

The Company's balance sheet as of July 31, 2012, showed
US$4.2 million in total assets, US$1.8 million in total
liabilities, and stockholders' equity of US$2.4 million.

MNP LLP, in Vancouver, Canada, expressed substantial doubt about
Lexaria's ability to continue as a going concern, following the
Company's results for the fiscal year ended Oct. 31, 2011.  The
independent auditors noted that the Company had recurring losses
and requires additional funds to maintain its planned operations.

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

                       http://is.gd/5WF6nn

                    About Lexaria Corporation

Lexaria Corporation was formed on Dec. 9, 2004, under the laws of
the State of Nevada and commenced operations on Dec. 9, 2004.  The
Company is an independent natural gas and oil company engaged in
the exploration, development and acquisition of oil and gas
properties in the United States and Canada.  The Company's entry
into the oil and gas business began on Feb. 3, 2005.  The Company
has offices in Vancouver and Kelowna, British Columbia, Canada.

                           *     *     *

MNP LLP, in Vancouver, Canada, expressed substantial doubt
about Lexaria's ability to continue as a going concern,
following the Company's results for the fiscal year ended Oct. 31,
2011.  The independent auditors noted that the Company had
recurring losses and requires additional funds to maintain its
planned operations.


LOCATION BASED TECHNOLOGIES: Annual Shareholders Meet on Sept. 12
-----------------------------------------------------------------
Location Based Technologies, Inc., held its annual shareholders
meeting on Sept. 12, 2012.  The meeting was held virtually.

                 About Location Based Technologies

Irvine, Calif.-based Location Based Technologies, Inc., designs,
develops, and sells leading-edge personal locator devices and
services.

The Company's balance sheet at May 31, 2012, showed $7.64 million
in total assets, $5.44 million in total liabilities, $499,387 of
commitments and contingencies, and stockholders' equity of $1.70
million.

"The Company has incurred net losses since inception, and as of
May 31, 2012, had an accumulated deficit of $42,125,209.  These
conditions raise substantial doubt as to the Company's ability to
continue as a going concern," the Company said in its quarterly
report for the period ended May 31, 2012.

As reported in the TCR on Dec. 2, 2011, Comiskey & Company, in
Denver Colorado, expressed substantial doubt about the Company's
ability to continue as a going concern, following the Company's
results for the fiscal year ended Aug. 31, 2011.  The independent
auditors noted that the Company has incurred recurring losses
since inception and has an accumulated deficit in excess of
$37,000,000.  "There is no established sales history for the
Company's products, which are new to the marketplace."


LODGENET INTERACTIVE: Media Veteran Richard Battista Named CEO
--------------------------------------------------------------
LodgeNet Interactive Corporation has appointed Richard L.
Battista, 48, to the position of President and Chief Executive
Officer of the Company and as a member of the Company's Board of
Directors.  Mr. Battista's appointments are effective as of
Sept. 11, 2012.  Phillip Spencer's service as Interim Chief
Executive Officer of the Company will terminate upon the
effectiveness of Mr. Battista's appointment, but Mr. Spencer will
remain a member of the Company's Board of Directors.

In connection with Mr. Battista's appointment as Chief Executive
Officer, the Company entered into an employment agreement with
him, dated Sept. 11, 2012, which provides for an annual base
salary of $800,000.  Mr. Battista will also be eligible to receive
in cash a target bonus opportunity equal to 50% of his base salary
in each year of his employment, with a maximum bonus opportunity
equal to 200% of his base salary.  The Company's Board of
Directors will develop the bonus formula, targets and criteria for
determining achievement of those targets.  The Company has agreed
that Mr. Battista will receive a guaranteed minimum bonus of
$400,000 for the first full calendar year of his employment as
well as a pro-rated target bonus for the balance of 2012.

On Sept. 11, 2012, the Company granted Mr. Battista, under the
LodgeNet Interactive Corporation 2012 CEO Equity Incentive Plan,
550,000 shares of restricted stock, 366,667 shares of which vest
fully on the first anniversary of the Effective Date, with the
remainder vesting in six monthly installments on the last day of
each month beginning on Oct. 31, 2013, in each case as long as Mr.
Battista remains employed with the Company.  Mr. Battista was also
granted options to purchase 550,000 shares of the Company's common
stock at an exercise price equal to the fair market value, as
defined under the Plan, of a share of the Company's common stock
on the date of grant.  These options will vest in 18 equal monthly
installments commencing on the 13-month anniversary of the
Effective Date provided that Mr. Battista remains employed by the
Company.  Mr. Battista will also be eligible to participate in
other bonus and incentive compensation programs in accordance with
their terms as the Company may have in effect from time to time
for its executive personnel.

A veteran of the entertainment and media industry, Mr. Battista
most recently formed Pontiac Digital Media through which he has
created and invested in media properties with a focus on the
digital and content arenas.  Mr. Battista enjoyed a nearly 20-year
career at the News Corp/Fox companies in which he held numerous
senior management roles across a number of divisions of the
company, and played an integral role in building the company's
significant portfolio of television businesses.  Most recently he
served as Executive Vice President, News Corporation and
immediately prior to that he was President of Fox National Cable
Networks.  Mr. Battista served as Chief Executive Officer of the
publicly traded company, Gemstar-TV Guide International, from
2004-2008 and directed the successful $2.3 billion sale of the
company to Macrovision (now known as Rovi) in May 2008.

Effective Sept. 11, 2012, the Company's Board of Directors adopted
the LodgeNet Interactive 2012 CEO Equity Incentive Plan.  The
purpose of the Plan is to enable the Company to attract, retain,
and reward Richard Battista as the President and Chief Executive
Officer of the Company by offering him an opportunity to have a
greater proprietary interest in and closer identity with the
Company and with its financial success.  1,100,000 shares of
common stock have been reserved for issuance under the Plan.  The
Plan provides for issuance of stock options, restricted stock
awards, and restricted stock units, each as determined by the
Company's compensation committee.  Pursuant to the Plan, Mr.
Battista has been awarded 550,000 shares of restricted stock and
nonqualified stock options to purchase 550,000 shares of common
stock.  A copy of the Plan is available for free at
http://is.gd/L1xkWS

                    About LodgeNet Interactive

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq:LNET), formerly LodgeNet Entertainment Corp. --
http://www.lodgenet.com/-- provides media and connectivity
solutions designed to meet the unique needs of hospitality,
healthcare and other guest-based businesses.  LodgeNet Interactive
serves more than 1.9 million hotel rooms worldwide in addition to
healthcare facilities throughout the United States.  The Company's
services include: Interactive Television Solutions, Broadband
Internet Solutions, Content Solutions, Professional Solutions and
Advertising Media Solutions.  LodgeNet Interactive Corporation
owns and operates businesses under the industry leading brands:
LodgeNet, LodgeNetRX, and The Hotel Networks.

The Company reported a net loss of $631,000 in 2011, a net loss of
$11.68 million in 2010, and a net loss of $10.15 million in 2009.

The Company's balance sheet at June 30, 2012, showed $283.34
million in total assets, $439.32 million in total liabilities and
a $155.98 million total stockholders' deficiency.

                           *     *     *

As reported by the TCR on Aug. 7, 2012, Moody's Investors Services
downgraded LodgeNet Interactive Corp.'s Corporate Family Rating
(CFR) to Caa1 from B3 and changed the Probability of Default
Rating (PDR) to Caa2 from Caa1.  The reason for the downgrade is
due to poor first and second quarter financial results and Moody's
expectations that they will not improve in the near term.

In the Aug. 7, 2012, edition of the TCR, Standard & Poor's Ratings
Services lowered its corporate credit rating on U.S. in-room
entertainment and data services provider LodgeNet Interactive
Corp. to 'CCC' from 'B-'.  "The downgrade reflects LodgeNet's weak
second-quarter operating performance resulting from a sharp
reduction in its room base, which we expect will continue over the
near term," said Standard & Poor's credit analyst Hal Diamond.


MADISON HOTELS: Case Summary & 6 Unsecured Creditors
----------------------------------------------------
Debtor: Madison Hotels, LLC
        3702 Inverness Way
        Augusta, GA 30907

Bankruptcy Case No.: 12-11637

Chapter 11 Petition Date: September 12, 2012

Court: United States Bankruptcy Court
       Southern District of Georgia (Augusta)

Judge: Susan D. Barrett

Debtor's Counsel: James C. Overstreet, Jr., Esq.
                  KLOSINSKI OVERSTREET, LLP
                  #7 George C. Wilson Ct.
                  Augusta, GA 30909
                  Tel: (706) 863-2255
                  Fax: (706) 863-5885
                  E-mail: jco@klosinski.com

Scheduled Assets: $2,649,194

Scheduled Liabilities: $3,721,003

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/gasb12-11637.pdf

The petition was signed by Jugal Purohit, manager.


McCOMBS OIL: Halts Operations After Chapter 7 Filing in August
--------------------------------------------------------------
Morganton, North Carolina-based McCombs Oil and Propane Company
ceased operations late last month after filing for Chapter 7
bankruptcy.

Reynolds Hutchins, writing for Morganton News Herald, reported on
Aug. 28 that McCombs Oil has filed for Chapter 7 bankruptcy,
according to the U.S. Bankruptcy Court in Asheville, N.C.
According to the report, McCombs Oil closed its doors Aug. 24
after announcing the day before that all company accounts would be
transferred to Burke Oil Company out of Icard.

According to News Herald, it was unclear whether Burke Oil, who
would be inheriting McCombs accounts, would also be inheriting the
facility or staff.  The report said Burke Oil co-owner Jerry Baker
was unavailable for comment.


MICHAEL KAMEN: PMC Buys James Reed Property for $5.5 Million
------------------------------------------------------------
Mark Belko at Pittsburgh Post-Gazette reports that PMC Property
Group acquired on Sept. 11, 2012, the James Reed Building at 435
Sixth Avenue for $5.5 million after no other buyer stepped forward
during a hearing in the U.S. Bankruptcy Court in Los Angeles,
California.

The report recounts the building ended up in Chapter 11 bankruptcy
to avoid a sheriff sale after its California owners, Michael Kamen
and Gerson Fox, couldn't make a balloon payment on a PNC Bank
mortgage, according to the report.

The report adds PMC Property emerged as the frontrunner to secure
the building in the bankruptcy sale after it was selected by
Chapter 11 trustee Howard Ehrenberg to be the "stalking horse," or
opening bidder for the structure.  The $5.5 million offer was the
highest of five bids solicited in advance of the hearing.

According to the report, Mr. Ehrenberg hopes to close on the
transaction by Oct. 15.  He intends to use the proceeds to pay off
creditors, including a negotiated $2.2 million payment plus
interest calculated from July 1 to PNC and more than $500,000 in
claims by Allegheny County, the city and the city school district
for delinquent property taxes.

The report notes PMC plans to convert the James Reed Building into
residential space.  With the latest acquisition, the Philadelphia
developer now owns or is in the process of acquiring seven
properties Downtown totaling 1.2 million square feet.  One of the
properties it owns is the Regional Enterprise Tower across the
street from the James Reed Building.  It intends to convert the
upper half of that building into apartments.

Michael Kamen filed for Chapter 11 protection (Bankr. C.D. Calif.
Case No. 12-19793) on March 19, 2012.


MID-STATE PROPERTIES: Case Summary & 5 Unsecured Creditors
----------------------------------------------------------
Debtor: Mid-State Properties Of Central Florida
        Post Office Box 1606
        Lakeland, FL 33803

Bankruptcy Case No.: 12-13935

Chapter 11 Petition Date: September 12, 2012

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Leon A. Williamson, Jr., Esq.
                  LEON A. WILLIAMSON, JR., P.A.
                  306 S. Plant Avenue, Ste. B
                  Tampa, FL 33606
                  Tel: (813) 253-3109
                  Fax: (813) 253-3215
                  E-mail: leon@lwilliamsonlaw.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 five largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/flmb12-13935.pdf

The petition was signed by Michael E. Reed, president.


MID STATE TRUSS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Mid State Truss Co. Inc.
        Post Office Box 1606
        Eaton Park, FL 33840

Bankruptcy Case No.: 12-13932

Chapter 11 Petition Date: September 12, 2012

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Leon A. Williamson, Jr., Esq.
                  LEON A. WILLIAMSON, JR., P.A.
                  306 S. Plant Avenue, Ste. B
                  Tampa, FL 33606
                  Tel: (813) 253-3109
                  Fax: (813) 253-3215
                  E-mail: leon@lwilliamsonlaw.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/flmb12-13932.pdf

The petition was signed by Michael E. Reed, president.


MDU COMMUNICATIONS: Inks $5MM Purchase Pact with Access Media
-------------------------------------------------------------
MDU Communications (USA) Inc., the wholly owned subsidiary of MDU
Communications International, Inc., executed an asset purchase
agreement with Access Media 3, Inc., for the sale of up to 8,034
subscribers for a total purchase price initially calculated to be
$5,021,450.

The transaction will be comprised of three closings with the first
taking place simultaneously with execution for 3,143 subscribers
and payment of $1,964,375, less a 10% hold back for a 90-day
adjustment period.  The first closing represents 61% private cable
bulk, 18% digital bulk, 14% digital choice, 3% private cable
choice and 3% broadband subscribers.  The second closing is
expected to take place on or before Oct. 26, 2012, and a third and
final closing is expected to take place on or before Dec. 6, 2012.
Additional purchase price of $15 to $30 per subscriber will be
paid to MDU Sub for up to 4,891 subscribers included in the second
and third closings, upon the satisfaction of certain renewal
conditions set forth in the asset purchase agreement.

MDU Parent previously entered into a definitive merger agreement
with Multiband Corporation.  Pursuant to paragraph 2.6.9 of the
merger agreement, a portion of the proceeds from the sale of these
assets will qualify as contingent merger consideration for MDU
Parent stockholders of record upon determination and notification
of that record date.  The amount of contingent consideration will
be reasonably estimated and disclosed in prospectus documents
filed and distributed prior to submission of the merger for
stockholder approval.  This asset sale, and the upcoming second
and third closings, represents all rights that MDU Parent is
entitled, for the sale of assets pursuant to the terms of the
merger agreement.

                            About MDU

Totowa, New Jersey-based MDU Communications International, Inc.,
is a national provider of digital satellite television, high-speed
Internet, digital voice and other information and communication
services to residents living in the United States multi-dwelling
unit ("MDU") market - estimated to include 26 million residences.

The Company's balance sheet at June 30, 2012, showed $21.2 million
in total assets, $33.2 million in total liabilities, and a
stockholders' deficit of $12.0 million.

"Our ability to continue to operate our business is substantially
dependent on our ability to raise additional capital in the near
term," the Company said in its quarterly report for the period
ended June 30, 2012.  "We are actively pursuing a number of
possible funding options, but there can be no assurance that these
efforts will be successful.  Our expected continued losses from
operations and the uncertainty about our ability to obtain
sufficient additional capital raise substantial doubt about our
ability to continue as a going concern."


NET ELEMENT: Partners with Top Russian Mobile Telecom Provider
--------------------------------------------------------------
Net Element and Mobile TeleSystems OJSC, the leading
telecommunications provider in Russia and the Commonwealth of
Independent States, announced their partnership to provide payment
processing services to MTS' 100 million-plus subscribers.  The
agreement, effective as of Aug. 1, 2012, calls for MTS to allow
Net Element's mobile payment platform, TOT Money, to facilitate
the payment processing for MTS subscribers.  In first month of
processing for MTS, TOT Money processed about 80 million rubles
(approximately $2.5 million) for MTS customers.

TOT Money, which will facilitate transactions via SMS on any phone
and mobile network in Russia, is expected to become a leading
value-added services provider for the $1.5 billion Russian SMS
payments market and the $475 million Russian mobile commerce
market.  The market's growth is being driven by Russia's booming
mobile marketplace with more than 227 million active SIM cards.

"As MTS continues to expand and upgrade our infrastructure to meet
a growing demand in our markets for data services, we are excited
to partner with technology leaders like Net Element and TOT Money
and roll out their world-class SMS payment processing services,"
said Andrey A. Dubovskov, president and CEO of MTS.  "This
partnership will be an important part of our growth strategy that
will enable us to seize the significant revenue opportunities in
the mobile commerce market."

Added Dmitry Kozko, Net Element's executive vice president: "Our
partnership with MTS, a leading telecommunications provider in
Russia and CIS, will strategically position TOT Money to become
the leader in Russia's mobile commerce boom."

                        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.


NET TALK.COM: No Shares Issued to Rate Technology
-------------------------------------------------
Nettalk.com, Inc., inaccurately reported the issuance of 1,500,000
shares to Rate Technology, Inc., under the Company's Stock Option
Plan.  The Company said there were no shares issued to Rate
Technology, as reported in the original report.

                         About Net Talk.com

Based in Miami, Fla., Net Talk.com, Inc., is a telephone company,
that provides, sells and supplies commercial and residential
telecommunication services, including services utilizing voice
over internet protocol technology, session initiation protocol
technology, wireless fidelity technology, wireless maximum
technology, marine satellite services technology and other similar
type technologies.

The Company reported a net loss of $26.17 million $2.72 million of
revenue for the year ended Sept. 30, 2011, compared with a net
loss of $6.30 million on $737,498 of revenue during the prior
year.

The Company's balance sheet at June 30, 2012, showed $6.03 million
in total assets, $18.82 million in total liabilities,
$8.13 million in redeemable preferred stock, and a $20.92 million
total stockholders' deficit.


NEW ENGLAND NATIONAL: More Papers to Be Filed in Suit v. Town
-------------------------------------------------------------
The Town of East Lyme sought dismissal or abstention by the
Bankruptcy Court of the lawsuit, New England National, LLC,
Plaintiff, v. Town of East Lyme, Defendant, Adv. Proc. No. 10-3033
(Bankr. D. Conn.).  The Dismiss/Abstain Motion challenges the
Bankruptcy Court's power to enter a final order under the
authority of Stern v. Marshall, 131 S.Ct. 2594 (2011).  The
Dismiss/Abstain Motion also obliquely questions the Bankruptcy
Court's jurisdiction under 28 U.S.C. Sec. 1334(b) but purports to
reserve the issue for later action.

Chief Bankruptcy Judge Lorraine Murphy Weil ruled that, to
determine 28 U.S.C. Section 1334(b) jurisdiction vel non over this
postconfirmation proceeding, the Court will apply the "close
nexus" test, which will be a fact sensitive inquiry.  Judge Weil
noted that the parties' post-trial briefs do not contain a
separate statement of material facts, which would be helpful to
the Court.  Accordingly, Judge Weil directed the parties on or
before Oct. 2, 2012, to prepare and file with the Court proposed
findings of material facts (but not proposed conclusions of law)
with respect to the "close nexus" test.  Each proposed finding
must be supported by a precise citation(s) to the existing record
of the adversary proceeding (e.g., transcripts, exhibits) or to
this chapter 11 case.

William S. Gannon, Esq., of William S. Gannon, PLLC, in
Manchester, New Hampshire, represents New England National.

Mark E. Block, Esq., and Amanda L. Sisley, Esq., at Block, Janney
& Pascal, LLC, in Norwich, Connecticut, argue for the Town of East
Lyme.

A copy of Judge Weil's Sept. 11, 2012 Memorandum and Order is
available at http://is.gd/OUyX8Cfrom Leagle.com.

New England National, LLC, filed for Chapter 11 bankruptcy (Bankr.
D. Conn. Case No. 02-33699) on Aug. 1, 2002.  The Debtor's Third
Amended Plan of Reorganization was confirmed by order dated Aug.
28, 2006.  An application for entry for final decree was filed by
the Debtor on April 12, 2007, but was "marked off with right to
reclaim [to the hearing calendar]" by the Debtor on June 18, 2008.
To date, the Final Decree Application has not been reclaimed to
the hearing calendar, no other similar application has been filed
and no final decree has been issued in the case.


NORTHCORE TECHNOLOGIES: Secures Partnership with KnotGenie
----------------------------------------------------------
Northcore Technologies Inc. announced a new strategic partnership
between its portfolio company, Kuklamoo.com and KnotGenie.

Kuklamoo is a family information Web destination and national deal
site.  Its goal is to provide young families with relevant,
current, lifestyle information and access to specially curated,
high-value deals with savings averaging between 30 and 90 percent.

KnotGenie is a unique grooming product that has received wide
acclaim through regional and national media.  It has been featured
in US Weekly, on the Today Show with Hoda Kotb and Kourtney
Kardashian and most recently on the Marilyn Denis show:
http://www.marilyn.ca/mobile/segment.aspx?segid=37335

The partnership is expected to expand to include other items that
will be introduced under the KnotGenie banner in the near future.

"Knot Genie Canada is pleased to announce the long term
partnership with Kuklamoo and Shops of Kuklamoo" said Ian Bain
Vice President Sales and Marketing.  "Our first featured deal was
the strongest promotional program offered to date in Canada.  The
Knot Genie will be a regular item on Shops of Kuklamoo and is
available in all colours and sizes.  Working with team at Kuklamoo
has been a pleasure.  The execution of the promotion was handled
professionally and we look forward to developing this
relationship."

"As we continue to grow Kuklamoo, it is important that we align
ourselves with high quality partners and products," said Amit
Monga, CEO of Northcore Technologies.  "We believe that the
partnership with the team at KnotGenie is consistent with this
goal.  The family deal segment has been underserved and Kuklamoo
will help remedy this problem.  We will keep our Stakeholders
apprised of our progress as we continue to build this exciting new
property. "

The growth opportunity for a family focused daily commerce site is
significant, with it currently representing only a small portion
of the overall segment sales of over $3 billion dollars annually.
The market has taken notice of this potential, with family
focussed daily deal site Zulily recently raising $43 million
dollars at a pricing structure which values the company at over
$700 million dollars.

                   About Northcore Technologies

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.


NUTRA PHARMA: Rik Deitsch Succeeds Bruno Sartori as CFO
-------------------------------------------------------
Nutra Pharma Corp.'s Board of Directors unanimously approved the
immediate removal of Bruno Sartori as the Company's Chief
Financial Officer on Sept. 6, 2012.  Mr. Sartori was terminated
upon the recommendation of the Company's Audit Committee.  There
are no compensatory or severance arrangements in connection with
Mr. Sartori's removal.

On Sept. 6, 2012, the Company's Board of Directors unanimously
approved the appointment of Rik Deitsch, the Company's Chief
Executive Officer since November 2002, as the Company's Chief
Financial Officer.  Mr. Deitsch's appointment as the Company's
Chief Financial Officer has not and will not result in any
material changes to his compensation as the Company's Officer.

The Company will be interviewing other candidates to assume the
Chief Financial Officer position to separate the functions of the
Company's Chief Executive Officer and Chief Financial Officer and
in connection with the Company's effort to improve its internal
controls.

                         About Nutra Pharma

Coral Springs, Florida-based Nutra Pharma Corp. is a holding
company that owns intellectual property and operations in the
biotechnology industry.  Nutra Pharma incorporated under the laws
of the state of California on Feb. 1, 2000, under the original
name of Exotic-Bird.com.

Through its wholly-owned subsidiaries, ReceptoPharm, Inc., and
Designer Diagnostics, Inc., the Company conducts drug discovery
research and development activities.  In October 2009, the Company
launched its first consumer product called Cobroxin, an over-the-
counter pain reliever designed to treat moderate to severe chronic
pain.  In May 2010, the Company launched its second consumer
product called Nyloxin, an over-the-counter pain reliever that is
a stronger version of Cobroxin and is designed to treat severe
chronic pain.

The Company reported a net loss of $1.9 million for the nine
months ended Sept. 30, 2011, compared with a net loss of $2.3
million for the same period of 2010.

The Company's balance sheet at Sept. 30, 2011, showed $1.5 million
in total assets, $3.9 million in total liabilities, and a
stockholders' deficit of $2.4 million.

Kingery & Crouse, P.A., in Tampa, Florida, expressed substantial
doubt about Nutra Pharma's ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has no cash as of Dec. 31, 2010, has
suffered recurring losses from operations and has ongoing
requirements for additional capital investment.


OVERLAND STORAGE: Incurs $16.2 Million Net Loss in Fiscal 2012
--------------------------------------------------------------
Overland Storage, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $16.16 million on $59.63 million of net revenue for
the fiscal year 2012, compared with a net loss of $14.49 million
on $70.19 million of net revenue for the fiscal year 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 total shareholders' equity.

Moss Adams LLP, in San Diego, California, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2012.  The independent auditors 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.

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

                        http://is.gd/o5keLe

                      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.


PCF SALECO: Court Awaits Response to Involuntary Filing
-------------------------------------------------------
Steve Holtz at CSP Daily News reports that a bankruptcy court in
Colorado is waiting to hear from PCF Saleco LLC following an
involuntary bankruptcy petition being filed against it by three
industry suppliers.

According to the report, PCF Saleco allegedly owes the three
suppliers more than $1.65 million, according to the Chapter 11
documents filed with the Colorado Bankruptcy Court.

The petitioning creditors are:

     -- distributor Core-Mark International Inc., in South
        San Francisco, Calif., which claims it is owed more than
        $1.64 million;

     -- D&H Pump Service Inc., a supplier of commercial fuel
        systems based in Albuquerque, N.M., which said it is owed
        $10,778; and

     -- ACM Industries Inc., a restaurant-supply company, also of
        Albuquerque, which claims it is owed nearly $3,000.

The report, citing court documents, says the involuntary petition
was delivered to PCF Saleco, in Lone Tree, Colo., on Sept. 6, but
company executives have yet to respond.  The involuntary petition
for Chapter 11 bankruptcy was filed Aug. 31.

PCF Saleco LLC is a retail chain spun off of K&G Petroleum in
2008.


PEREGRINE FINANCIAL: CFTC Slows Customer Distribution
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Commodity Futures Trading Commission
prevailed on the bankruptcy judge to slow down the first
distribution to customers of liquidating commodity broker
Peregrine Financial Group Inc.

According to the report, Peregrine bankruptcy trustee Ira
Bodenstein scheduled a hearing Sept. 12 in U.S. Bankruptcy Court
in Chicago for authority to make a first distribution of
$123 million beginning Sept. 28.  The CFTC responded by saying
that Peregrine's books aren't reliable and that commencement of
payments should wait until further tests are conducted.  The
bankruptcy judge scheduled another hearing for Sept. 21 to take
testimony clarifying whether the underlying basis for the proposed
payments is correct.

The report relates that the CFTC said before the hearing that
further testing would delay the distribution only two or three
weeks.  The distribution would be part of the $181 million in
customer property the trustee has collected so far.  The trustee's
lawyer told the judge at a prior hearing that the shortfall in
customer funds is about $190 million.  The trustee filed formal
lists in bankruptcy court showing assets of $270 million and
liabilities totaling $525.3 million, mostly owing to customers.

Megan Stride at Bankruptcy Law360 reports that Peregrine Financial
Inc.'s bankruptcy trustee agreed to take more time Wednesday to
consult with the U.S. Commodity Futures Trading Commission on how
to test the validity of the firm's financial records before a
judge decides whether to approve his plan to return $123 million
to the collapsed firm's customers.

                   Mr. Peregrine Set for Release

Stewart Bishop at Bankruptcy Law360 reports that U.S. Magistrate
Judge Jon Stuart Scoles said Thursday that the disgraced head of
Peregrine Financial Group Inc. is to be released from jail while
he awaits sentencing for his alleged $200 million fraud and
embezzlement scheme.

Bankruptcy Law360 says Judge Scoles ruled that Russell Wasendorf
Sr. will be released from custody on Monday, after he pleads
guilty to mail fraud, embezzlement of consumer funds by a person
registered under the Commodity Exchange Act, and making false
statements to the U.S. Commodity Futures Trading Commission.

                     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.


PICCADILLY RESTAURANTS: Taps Gordon Arata as Bankruptcy Counsel
---------------------------------------------------------------
Piccadilly Restaurants, LLC, Piccadilly Food Service, LLC, and
Piccadilly Investments, LLC, filed papers seeking formal approval
of Gordon, Arata, McCollam, Duplantis & Eagan, LLC, as their
bankruptcy counsel under a general retainer to give the Debtors
legal advice with respect to their powers and duties as debtor-in-
possession in the continued operation of the Debtors' businesses
and management of the Debtors' property and to perform all legal
services for the debtor-inpossession which may be necessary.

Gordon Arata has received in trust a $200,000 retainer designed to
secure the payment of services performed and reimbursement of
expenses incurred by the firm for services rendered on and after
the Petition Date.

Prior to the Petition Date, Gordon Arata was paid $593,336.35 for
their fees and expenses in the ordinary course of business during
the prior 18 months.  Fees for services rendered through Sept. 9,
2012 (except for a small amount for time which was not finalized
prior to billing) have been paid.  Some work was done between
Sept. 9, 2012 and the petition date prior to filing and the
retainer is intended to provide for payment of any fees and costs
incurred on the petition date but prior to filing.  This work
directly related to the filing of the bankruptcy cases and the
finalization of motions to be filed as "First Day" motions.

To the best of the Debtors' knowledge, Gordon Arata is
disinterested and holds no claim or interest adverse to the
estate.

The firm may be reached at:

          Louis M. Phillips, Esq.
          Peter A. Kopfinger, Esq.
          Ryan J. Richmond, Esq.
          Elizabeth A. Spurgeon, Esq.
          GORDON, ARATA, McCOLLAM, DUPLANTIS & EAGAN, LLC
          One American Place
          301 Main Street, Suite 1600
          Baton Rouge, LA 70801-1916
          Telephone: (225) 381-9643
          Facsimile: (225) 336-9763
          Email: pkopfinger@gordonarata.com

               - and -

          Courtney Lauer, Esq.
          GORDON, ARATA, McCOLLAM, DUPLANTIS & EAGAN, LLC
          1980 Post Oak Blvd., Suite 1800
          Houston, TX 77056
          Telephone: (713) 333-5500
          Facsimile: (713) 333-5501
          Email: clauer@gordonarata.com

Piccadilly Restaurants, LLC, and two affiliated entities sought
Chapter 11 bankruptcy protection (Bankr. W.D. La. Case Nos.
12-51127 to 12-51129) on Sept. 11, 2012.  The affiliates are
Piccadilly Food Service, LLC, and Piccadilly Investments LLC.

Piccadilly Restaurants, LLC, headquartered in Baton Rouge,
Louisiana, is the largest cafeteria-style restaurant in the United
States, with operations in 10 states in the Southeast and Mid-
Atlantic regions.  It is wholly owned by Piccadilly Investments,
LLC.  Piccadilly operates an institutional foodservice division
through a wholly owned subsidiary, Piccadilly Food Service, LLC,
servicing schools and other organizations.  With a history dating
back to 1944, the Company operates 81 restaurants at three owned
and 78 leased locations.

Then known as Piccadilly Cafeterias, Inc., the Company filed for
Chapter 11 relief (Bankr. S.D. Fl. Case No. 03-27976) on Oct. 29,
2003.  Paul Steven Singerman, Esq., and Jordi Guso, Esq., at
Berger Singerman, P.A. represented the Debtor in the case.  After
Piccadilly declared bankruptcy under Chapter 11, but before its
plan was submitted to the Bankruptcy Court for the Southern
District of Florida, the Bankruptcy Court authorized Piccadilly to
sell its assets to Yucaipa Cos., for about $80 million.  In
October 2004, the Bankruptcy Court confirmed the plan.

In the 2012 petition, Piccadilly Restaurants estimated under
$50 million in total assets and liabilities.  Judge Robert
Summerhays oversees the 2012 cases.  Lawyers at Gordon, Arata,
McCollam, Duplantis & Eagan, LLC, serve as the 2012 Debtors'
counsel.

New York-based vulture fund Atalaya Administrative LLC, in its
capacity as administrative agent for Atalaya Funding II, LP,
Atalaya Special Opportunities Fund IV LP (Tranche B), and Atalaya
Special Opportunities Fund (Cayman) IV LP (Tranche B), the
Debtorrs' prepetition secured lender, is represented in the case
by lawyers at Carver, Darden, Koretzky, Tessier, Finn, Blossman &
Areaux, L.L.C.; and Patton Boggs, LLP.


PICCADILLY RESTAURANTS: Atalaya Says DIP Loan an Insider Deal
-------------------------------------------------------------
Piccadilly Restaurants, LLC, Piccadilly Food Service, LLC, and
Piccadilly Investments, LLC, are facing opposition from their
pre-bankruptcy secured lender on their request to obtain up to
$5 million in debtor-in-possession financing from CB Investments,
LLC, an affiliate of Yucaipa Corporate Initiatives Fund I, L.P.

New York-based vulture fund Atalaya Administrative LLC, in its
capacity as administrative agent for Atalaya Funding II, LP,
Atalaya Special Opportunities Fund IV LP (Tranche B), and Atalaya
Special Opportunities Fund (Cayman) IV LP (Tranche B), said the
Debtors are requesting approval of a "priming DIP" facility to be
provided by a Yucaipa affiliate, which is an insider.  Atalaya
said the Debtors could never meet their burden to obtain interim
approval of the proposed DIP financing because:

     -- The Debtors simply do not need any DIP financing on an
emergency basis -- their own projections demonstrate that fact --
and therefore, the proposed DIP financing (on its face) is not
necessary prevent irreparable harm.

     -- The Debtors cannot demonstrate that they are unable to
obtain credit on less onerous terms -- - the Debtors admit they
have only sought financing from Yucaipa, and have not even
approached Atalaya regarding financing.

     -- The Debtors cannot adequately protect Atalaya's interest,
as there is no equity in the pre-petition collateral, and no
additional collateral is being offered to Atalaya.

     -- The proposed DIP financing cannot withstand the heightened
scrutiny applied to insider transactions, as the financing appears
aimed primarily at benefiting Yucaipa, rather than the estates.

The Debtors are owned and controlled by Yucaipa, a California-
based private equity firm that purchased the Debtors out of a
prior bankruptcy in 2004.  Atalaya is the Debtors' sole secured
lender, with more than $26 million in pre-petition debt secured by
substantially all of the Debtors' assets.  Atalaya acquired
interests to the debt in April 2012 from Wells Fargo Capital
Finance, LLC, formerly known as Wells Fargo Foothill, LLC.

The pre-petition debt matured more than two years ago, and the
Debtors have not made a single payment -- interest or principal --
to Atalaya for a full year.  Despite the matured facility, and the
lack of any payments, Atalaya said it negotiated with the Debtors
and Yucaipa over the last three months in an attempt to reach a
consensual restructuring of the Debtors' balance sheet.  Contrary
to the Debtors' contention, Atalaya said it was Yucaipa who took
precipitous action by attempting to renegotiate the terms of the
proposed restructuring at the eleventh hour, and refusing to allow
the Debtors to comply with the terms of the existing credit
agreement.  Because it was clear that a consensual out-of-court
restructuring was not possible, Atalaya had no choice but to
exercise remedies as provided for under the prepetition credit
greement.

Atalaya filed a petition in the 19th Judicial District Court in
Baton Rouge, Louisiana.  While a keeper was appointed in the State
Court Lawsuit, Atalaya did not direct the keeper to take any
action to seize property of the Debtors, and Atalaya does not
believe any such action was taken by the keeper.

According to Atalaya, at about the same time Wells Fargo assigned
its debt, the Debtors began diverting all funds from the
controlled accounts established and required under the Credit
Agreement.  Further, the Debtors refused to grant Atalaya access
to the Debtors' books and records and would not allow Atalaya's
financial advisor to visit the Debtors' office and discuss
operational issues. Atalaya immediately notified the Debtors that
the Debtors' failure to comply with the Credit Agreement was a
default (in addition to the failure to pay the matured facility),
and that Atalaya intended to exercise remedies.

Atalaya pointed out that the Debtors' proposed 13-week cash
collateral budget shows a beginning cash balance of $1,148,516,
and a positive cash balance at the end of each week for the entire
budget period, without any borrowing under the proposed DIP
facility.  During the first four weeks of the proposed budget, the
Debtors' ending weekly cash balance never dips below $500,000.
According to Atalaya, there is simply no immediate need for funds
reflected in the Debtors' budget.

To the extent limited use of cash collateral is necessary to
maintain the Debtors' operations on an interim basis, Atalaya is
willing to consent to such use pursuant to the budget, conditioned
on the following:

     -- Only expenditures necessary to prevent irreparable harm to
the Debtors shall be made during the interim period;

     -- No payments shall be made to insiders or affiliates of
insiders;

     -- Atalaya will receive replacement liens on all unencumbered
assets of the Debtors as additional adequate protection for
diminution in its position as a result of cash collateral use; and

     -- Atalaya will have access to the Debtors' facilities and to
its personnel to inspect collateral, monitor performance, and
evaluate the Debtors' need for financing.

The Debtors have said in court papers that, in seeking the
appointment of a keeper, Atalaya put in motion the process by
which the Company's operations could be shut down, transforming
the going concern value of the Company to a sad collection of
movable property, leases that would go into default, and immovable
property without business operations.  The Debtors said the
Atalaya Litigation created the prospect of destroying value and
rendering the Company's assets fit only for auction house fire
sale.

Under the DIP facility, up to $3 million will be made available
during the interim period, with an initial draw of $1 million.

CB Agency Services, LLC, serves as DIP agent and will collect a
$60,000 agency feeand a commitment fee equal to 2% of the
commitment amount.  The DIP loan imposes an interest rate of 10%
per annum (with additional 2% for default rate).  The facility
terminates the earlier of one year from the Petition Date,
acceleration of the DIP obligations, or Oct. 11, 2012, if Final
Order has not been entered.

The Debtors' obligations under the facility will have
superpriority administrative expense status, subject only to a
carve-out for amounts payable under 28 U.S.C. Sec. 1930(a)(6) and
to clerk of Bankruptcy Court; the Debtors' professional fees prior
to termination, $200,000 in post-termination professional fees for
the Debtors' professionals; $100,000 professional fees for any
statutory committee prior to termination; and $75,000 Committee
professional fees post-termination.

Atalaya is represented in the case by:

          David F. Waguespack, Esq.
          CARVER, DARDEN, KORETZKY, TESSIER, FINN, BLOSSMAN
            & AREAUX, L.L.C.
          1100 Poydras Street, Suite 3100
          New Orleans, LA 70163
          Telephone: (504) 585-3800
          Telecopier: (504) 585-3801
          E-mail: waguespack@carverdarden.com

               - and -

          Robert W. Jones, Esq.
          Brent R. McIlwain, Esq.
          PATTON BOGGS, LLP
          2000 McKinney, Suite 1700
          Dallas, TX 75201-8001
          Telephone: 214-758-1500
          Facsimile: 214-758-1550
          E-mail: bmcilwain@pattonboggs.com

Piccadilly Restaurants, LLC, and two affiliated entities sought
Chapter 11 bankruptcy protection (Bankr. W.D. La. Case Nos.
12-51127 to 12-51129) on Sept. 11, 2012.  The affiliates are
Piccadilly Food Service, LLC, and Piccadilly Investments LLC.

Piccadilly Restaurants, LLC, headquartered in Baton Rouge,
Louisiana, is the largest cafeteria-style restaurant in the United
States, with operations in 10 states in the Southeast and Mid-
Atlantic regions.  It is wholly owned by Piccadilly Investments,
LLC.  Piccadilly operates an institutional foodservice division
through a wholly owned subsidiary, Piccadilly Food Service, LLC,
servicing schools and other organizations.  With a history dating
back to 1944, the Company operates 81 restaurants at three owned
and 78 leased locations.

Then known as Piccadilly Cafeterias, Inc., the Company filed for
Chapter 11 relief (Bankr. S.D. Fl. Case No. 03-27976) on Oct. 29,
2003.  Paul Steven Singerman, Esq., and Jordi Guso, Esq., at
Berger Singerman, P.A. represented the Debtor in the case.  After
Piccadilly declared bankruptcy under Chapter 11, but before its
plan was submitted to the Bankruptcy Court for the Southern
District of Florida, the Bankruptcy Court authorized Piccadilly to
sell its assets to Yucaipa Cos., for about $80 million.  In
October 2004, the Bankruptcy Court confirmed the plan.

In the 2012 petition, Piccadilly Restaurants estimated under
$50 million in total assets and liabilities.  Judge Robert
Summerhays oversees the 2012 cases.  Lawyers at Gordon, Arata,
McCollam, Duplantis & Eagan, LLC, serve as the 2012 Debtors'
counsel.


POWERWAVE TECHNOLOGIES: Inks $50MM Credit Agreement with P-Wave
---------------------------------------------------------------
Powerwave Technologies, Inc., has entered into a new $50 million
senior secured credit agreement with P-Wave Holdings, LLC, an
affiliate of The Gores Group.  Under the credit agreement, the
lenders advanced $35 million to the Company, less fees and
expenses, and agreed to loan an additional $15 million to the
Company upon request from the Company subject to the fulfillment
of certain conditions.  The new credit agreement also includes an
accordion feature that allows the Company to request up to an
additional $100 million in term loans from the lenders, which they
may advance in their discretion.  Proceeds from advances under the
new credit agreement will be used to finance working capital and
for general corporate purposes.

In connection with this initial loan, the lender received warrants
to purchase a total of 2,625,000 shares of the Company's common
stock with an exercise price for the warrants of $0.50 per share,
which exercise price is subject to adjustment under the terms of
the warrant.

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

                         http://is.gd/TfAgqC

                     About Powerwave Technologies

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

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

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


POWERWAVE TECHNOLOGIES: Expects to Cut 120 Workers Worldwide
------------------------------------------------------------
Powerwave Technologies, Inc., committed to a new restructuring
plan targeted at lowering its breakeven targets, conserving its
cash and reducing its operating and manufacturing cost structure.
The plan consists primarily of targeted headcount reductions as
well as office closures.

On Sept. 6, 2012, the Company began the initial implementation of
this restructuring plan.  The Company expects the workforce
reductions to impact approximately 120 employees worldwide, and
anticipates that the workforce reductions will be implemented
during the third and fourth quarters of fiscal year 2012,
depending on specific employee notification requirements in
various countries.

This action will result in both cash and non-cash charges, which
are expected to impact the Company's income statement in the third
and fourth quarters of fiscal 2012.  The total accounting charges
and cash expenditures related to the new restructuring plan are
currently estimated to range between $2.0 million and $4.0
million, which principally relate to severance and other employee
related costs that the Company expects to pay over the next 12
months in connection with the workforce reductions as well as the
remaining lease obligations for closed operating locations,
primarily office space.

                   About Powerwave Technologies

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

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

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


POWERWAVE TECHNOLOGIES: Fails to Comply with Market Value Rule
--------------------------------------------------------------
Powerwave Technologies, Inc., received a letter from The NASDAQ
OMX Group on Sept. 7, 2012, notifying the Company that it fails to
comply with NASDAQ Listing Rule 5450(b)(3)(C) because the market
value of publicly held shares of the Company's common stock has
fallen below the minimum $15,000,000 requirement for continued
listing for a period of at least 30 consecutive business days.
The NASDAQ letter has no immediate effect on the listing of the
Company's common stock.

In accordance with NASDAQ Listing Rule 5810(c)(3)(D), the Company
has a period of 180 calendar days, or until March 6, 2013, to
regain compliance with the minimum market value of publicly held
shares rule.  If at any time before March 6, 2013, the market
value of publicly held shares of the Company's common stock is
$15,000,000 for a minimum of 10 consecutive business days, the
Company will regain compliance with the market value of publicly
held shares rule, subject to NASDAQ's discretion to increase this
time period.  If compliance with the market value of publicly held
shares rule cannot be demonstrated by March 6, 2013, NASDAQ will
issue a Staff Delisting Determination Letter and the Company's
common stock will be subject to delisting from The Nasdaq Global
Select Market.

In the event that the Company receives a NASDAQ Staff Delisting
Determination Letter, NASDAQ rules permit the Company to appeal
any delisting determination to a NASDAQ Hearings Panel.
Alternatively, NASDAQ may permit the Company to transfer its
common stock to The NASDAQ Capital Market if, at that time, it
satisfies the requirements for initial inclusion set forth in
NASDAQ Listing Rule 5505.  If its application for transfer is
approved, the Company would have an additional 180 calendar days
to comply with NASDAQ Listing Rule 5450(b)(3)(C) in order to
remain on The NASDAQ Capital Market.

As previously reported, the Company received a letter from NASDAQ
notifying the Company that it failed to comply with NASDAQ Listing
Rule 5450(a)(1) because the bid price of the Company's common
stock closed below $1.00 for 30 consecutive business days prior to
June 15, 2012.

The Company will continue to monitor both the bid price for its
common stock and the market value of publicly held shares of its
common stock, and will continue to assess the various alternatives
available to it to allow it to regain compliance with the minimum
bid price rule and the market value of publicly held shares rule.

                   About Powerwave Technologies

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

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

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


QIMONDA AG: Seeks Stay on Altis Suit Over Shared IP's Sale
----------------------------------------------------------
Megan Leonhardt at Bankruptcy Law360 reports that Qimonda AG on
Wednesday urged a Virginia bankruptcy court to call a halt to a
contract suit recently brought by rival semiconductor maker Altis
Semiconductor alleging that Qimonda unlawfully sold jointly owned
intellectual property rights without permission.

Bankruptcy Law360 relates that Qimonda asked the bankruptcy court
to extend the automatic stay granted to the bankrupt company while
in Chapter 15 proceedings in the U.S. and insolvency proceedings
in Germany, saying that Altis violated bankruptcy rules by filing
a competing breach-of-contract suit in California federal court.

                          About Qimonda AG

Qimonda AG (NYSE: QI) -- http://www.qimonda.com/-- was a global
memory supplier with a diversified DRAM product portfolio.  The
Company generated net sales of EUR1.79 billion in financial year
2008 and had -- prior to its announcement of a repositioning of
its business -- roughly 12,200 employees worldwide, of which
1,400 were in Munich, 3,200 in Dresden and 2,800 in Richmond, Va.

Qimonda AG commenced insolvency proceedings in a local court in
Munich, Germany, on Jan. 23, 2009.  On June 15, 2009, QAG filed
a petition (Bankr. E.D. Va. Case No. 09-14766) for relief under
Chapter 15 of the U.S. Bankruptcy Code.

Qimonda North America Corp., an indirect and wholly owned
subsidiary of QAG, is the North American sales and marketing
subsidiary of QAG.  QNA is also the parent company of Qimonda
Richmond LLC.  QNA and QR sought Chapter 11 protection (Bankr.
D. Del. Case No. 09-10589) on Feb. 20, 2009.  Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Lee E. Kaufman, Esq., at
Richards Layton & Finger PA, in Wilmington Delaware; and Mark
Thompson, Esq., Morris J. Massel, Esq., and Terry Sanders, Esq.,
at Simpson Thacher & Bartlett LLP, in New York City, represented
the Debtors as counsel.  Roberta A. DeAngelis, the United States
Trustee for Region 3, appointed seven creditors to serve on an
official committee of unsecured creditors.  Jones Day and Ashby &
Geddes represented the Committee.  In its bankruptcy petition,
Qimonda Richmond, LLC, estimated more than US$1 billion in assets
and debts.  The information, the Chapter 11 Debtors said, was
based on QR's financial records which are maintained on a
consolidated basis with QNA.

In September 2011, the Chapter 11 Debtors won confirmation of
their Chapter 11 liquidation plan which projects that unsecured
creditors with claims between US$33 million and US$35 million
would have a recovery between 6.1% and 11.1%.  No secured claims
of significance remained.


SBMC HEALTHCARE: Committee Can Retain BMC Group as Notice Agent
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has
authorized the Official Committee of Unsecured Creditors of SBMC
Healthcare, LLC, to employ BMC Group, Inc., to assist the
Committee with the compilation, administration, evaluation, and
production of documents and information necessary to support the
Committee's duties.

Currently, the Debtor has listed more than 500 creditors and 154
proofs of claim, which have been filed in the case.  The Committee
needs an efficient means to keep all of the creditors updated.

BMC will be compensated from the Debtor's estate on a flat-rate
monthly basis of $250 for hosting a Web site without further Court
approval.  BMC also seeks to be paid monthly for costs and postage
related to any mailings that it is requested to do for the
Committee, as outlined in the Agreement from the Debtor's estate.
BMC will seek Court approval for any other professional fees that
are needed to maintain the Web site.

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

                      About SBMC Healthcare

Houston, Texas-based SBMC Healthcare, LLC, is 100% owned by McVey
& Co. Investments LLC.  It filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 12-33299) on April 30, 2012.  The petition was
signed by the president of McVey & Co. Investments LLC, sole
manager.  The Debtor disclosed $40,149,593 in assets and
$13,108,268 in liabilities as of the Chapter 11 filing.  Marilee
A. Madan, P.C., is the Debtor's general bankruptcy counsel.
Millard A. Johnson, Esq., at Johnson Deluca Kennedy & Kurisky,
P.C., serves as the Debtor's special bankruptcy counsel.  Judge
Jeff Bohm presides over the case.


SBMC HEALTHCARE: Committee Has OK to Retain Hall Attorneys
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has
authorized the Official Committee of Unsecured Creditors of SBMC
Healthcare, LLC, to employ Hall Attorneys, P.C., as counsel for
the Committee effective as of July 3, 2012, to, among others:

     a. assist, advise, and represent the Committee in its
        consultations with the Debtor and other creditor
        constituencies or parties in interest regarding the
        administration of this case;

     b. assist, advise, and represent the Committee in
        analyzing the Debtor's assets and liabilities,
        investigating the extent and validity of liens and
        participating in and reviewing any proposed asset sales,
        other asset dispositions, financing arrangements and cash
        collateral stipulations or proceedings;

     c. assist, advise, and represent the Committee in any
        manner relevant to reviewing and determining the Debtor's
        rights and obligations under unexpired leases and
        executory contracts;

     d. assist, advise, and represent the Committee in
        connection with any review of management, compensation
        issues, analysis of retention or severance benefits, or
        other management related issues;

     e. assist, advise, and represent the Committee in
        investigating the acts, conduct, assets, liabilities, and
        financial condition of the Debtor, the operation of the
        Debtor's business and the desirability of the continuance
        of any portion of the business, and any other matters
        relevant to these cases or to the formulation of a plan;

     f. assist, advise, and represent the Committee in its
        participation in the negotiation, formulation and drafting
        of one or more plans of reorganization;

     g. provide advice to the Committee on the issues
        concerning the appointment of a trustee or examiner under
        Section 1104 of the Bankruptcy Code;

     h. assist, advise, and represent the Committee in the
        performance of all of its duties and powers under the
        Bankruptcy Code and the Federal Rules of Bankruptcy
        Procedure and in the performance of such other services as
        are in the interests of those represented by the
        Committee; and

     i. assist, advise, and represent the Committee in the
        evaluation of claims and any litigation matters.

The Committee will pay Hall Attorneys its customary hourly rates
in effect from time-to-time and to reimburse the Firm according to
its customary reimbursement policies.  The Firm's rates for
attorneys are $225 to $400 per hour and for non-attorneys $95 to
$145 per hour.  The current hourly rates for Nicholas Hall and
Ruth Van Meter, the principal attorneys handling the Committee
representation, are respectively $325 and $400.

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

                      About SBMC Healthcare

Houston, Texas-based SBMC Healthcare, LLC, is 100% owned by McVey
& Co. Investments LLC.  It filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 12-33299) on April 30, 2012.  The petition was
signed by the president of McVey & Co. Investments LLC, sole
manager.  The Debtor disclosed $40,149,593 in assets and
$13,108,268 in liabilities as of the Chapter 11 filing.  Marilee
A. Madan, P.C., is the Debtor's general bankruptcy counsel.
Millard A. Johnson, Esq., at Johnson Deluca Kennedy & Kurisky,
P.C., serves as the Debtor's special bankruptcy counsel.  Judge
Jeff Bohm presides over the case.


SEQUENOM INC: Prices $110-Mil. Offering of 5% Conv. Senior Notes
----------------------------------------------------------------
Sequenom, Inc., announced the pricing of its offering of
$110 million aggregate principal amount of Convertible Senior
Notes due 2017 in a private offering.  The sale of the Convertible
Notes is expected to close on Sept. 17, 2012, subject to customary
closing conditions.  Sequenom also granted to the initial
purchasers of the Convertible Notes a 30-day option to purchase up
to an additional $20 million aggregate principal amount of the
Convertible Notes solely to cover over-allotments, if any.
Sequenom intends to use the net proceeds from this offering to
fund the commercialization of the MaterniT21 PLUS laboratory-
developed test, as well as for other general corporate purposes,
which may include research and development expenses, capital
expenditures, working capital and general administrative expenses.

The Convertible Notes will be the senior, unsecured obligations of
Sequenom.  They will bear interest at a fixed rate of 5.00% per
year, payable semi-annually in arrears on April 1 and Oct. 1 of
each year, beginning April 1, 2013.  Interest on the Convertible
Notes will accrue from Sept. 17, 2012.  The Convertible Notes will
mature on Oct. 1, 2017, unless earlier converted, redeemed or
repurchased.

The Convertible Notes will be convertible at any time prior to the
third trading day immediately preceding the maturity date, at the
option of the holders, into shares of Sequenom's common stock.
The conversion rate will initially be 216.0644 shares of common
stock per $1,000 principal amount of Convertible Notes (equivalent
to an initial conversion price of $4.63 per share of common
stock), and will be subject to adjustment upon the occurrence of
certain events.  In addition, Sequenom will, in certain
circumstances, increase the conversion rate for holders who
convert their Convertible Notes in connection with a make-whole
fundamental change.

Sequenom may not redeem the Convertible Notes prior to Oct. 1,
2015.  On and after Oct. 1, 2015, Sequenom may redeem for cash
all, but not less than all, of the Convertible Notes if the last
reported sale price of its common stock equals or exceeds 140% of
the applicable conversion price for at least 20 trading days
during the 30 consecutive trading day period ending on the trading
day immediately prior to the date on which Sequenom delivers the
notice of the redemption.  The redemption price will equal 100% of
the principal amount of the Convertible Notes to be redeemed, plus
any accrued and unpaid interest to, but excluding, the redemption
date.  In addition, if Sequenom calls the notes for redemption, a
make-whole fundamental change will be deemed to occur.  As a
result, Sequenom will, in certain circumstances, increase the
conversion rate for holders who convert their notes after Sequenom
delivers a notice of redemption and on or prior to the close of
business on the third business day immediately preceding the
relevant redemption date.

Upon a fundamental change, subject to certain exceptions, the
holders may require Sequenom to repurchase some or all of their
Convertible Notes for cash at a repurchase price equal to 100% of
the principal amount of the Convertible Notes being repurchased,
plus any accrued and unpaid interest to, but excluding, the
fundamental change repurchase date.

                           About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions.  Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets.  The company was founded in 1994 and is
headquartered in San Diego, California.

The Company reported a net loss of $74.15 million in 2011, a net
loss of $120.84 million in 2010, and a net loss of $71.01 million
in 2009.

The Company's balance sheet at June 30, 2012, showed
$161.05 million in total assets, $59.03 million in total
liabilities, and $102.02 million in total stockholders' equity.


SMART ONLINE: Sells Add'l $500,000 Convertible Secured Note
-----------------------------------------------------------
Smart Online, Inc., on Sept. 7, 2012, sold an additional
convertible secured subordinated note due Nov. 14, 2016, in the
principal amount of $500,000 to a current noteholder.  The Company
is obligated to pay interest on the New Note at an annualized rate
of 8% payable in quarterly installments commencing Dec. 7, 2012.
The Company is not permitted to prepay the New Note without
approval of the holders of at least a majority of the aggregate
principal amount of the Notes then outstanding.

The Company plans to use the proceeds to meet ongoing working
capital and capital spending requirements.

The sale of the New Note was made pursuant to an exemption from
registration in reliance on Section 4(a)(2) of the Securities Act
of 1933, as amended.

                          About Smart Online

Durham, North Carolina-based Smart Online, Inc., develops and
markets a full range of mobile application software products and
services that are delivered via a SaaS model.  The Company also
provides Web site and mobile consulting services to not-for-profit
organizations and businesses.

Cherry, Bekaert & Holland, L.L.P., in Raleigh, North Carolina,
expressed substantial doubt about Smart Online'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 working capital deficiency as of Dec. 31,
2011.

The Company's balance sheet at June 30, 2012, showed $1.49 million
in total assets, $26.38 million in total liabilities, and a
$24.88 million total stockholders' deficit.


SMF ENERGY: Court OKs Sentinel to Terminate Retirement Plan
-----------------------------------------------------------
SMF Energy Corporation, et al., sought and obtained approval from
the U.S. Bankruptcy Court to (i) employ Sentinel Benefits &
Financial Group, nunc pro tunc to April 25, 2012, and (ii)
terminate, through Sentinel, their retirement plan and/or 401k
Plan.

Given the liquidation of the Debtors' business and the fact that
substantially all of the Debtors' assets have been or will be
sold, the Debtors tapped Sentinel to terminate their 401k Plan.

As a result of the pending Chapter 11 cases, the Debtors have
requested that Sentinel render services necessary to terminate the
Debtors' 401k Plan under Sec. 704(a)(11) of the Bankruptcy Code
and other applicable law, including the Employee Retirement Income
Security Act of 1974.

Prior to the Petition Date, Sentinel served as the third-party
administrator of the 401k Plan and therefore is best suited to
assist the Debtors with fulfilling their obligations to
administer, and specifically to terminate, the 401k Plan pursuant
to the Bankruptcy Code.

As of July 25, 2012, the 401k Plan had 41 total participants and
$403,358 in allocated assets.  Of the Plan Participants, 23 are
active, 4 are active with no 401k Plan account balance, and 14 are
active but not contributing to their 401k Plan account.

Additionally, there is currently $3,657 in total outstanding loans
held by three of the Plan Participants.  Therefore, the total
contracted assets for the 401k Plan is $407,015.  Further,
according to Sentinel's books and records for the 401k Plan, there
are no funding deficiencies with respect to the 401k Plan and
there are no employer contributions owed.

As required by law, Sentinel sought authorization to take the
following steps necessary to terminate the 401k Plan, which
include but are not limited to:

  (a) Choosing a termination date and advising employees to select
      a date certain to discontinue contributions to their 401k
      Plan account on or prior to the chosen termination date;

  (b) Drafting a Plan Termination Amendment to the 401k Plan, for
      review and execution by the 401k Plan Trustee, Tim Shaw;

  (c) Reviewing the Discontinuance Paperwork provided from the
      401k Plan Records Keeper and Custodian, John Hancock, and
      advising the Trustee, after review and consideration, to
      execute the Discontinuance Paperwork;

  (d) Authorizing the Custodian to mail all Plan Participants the
      necessary paperwork to be completed to provide participants
      the option to elect a cash distribution from their 401k Plan
      account or to "roll over" their account balance into a new
      or other qualified retirement account;

  (e) Completing the final mandatory compliance testing for the
      401k Plan before issuing final distributions to plan
      participants and/or rolling over account balances into new
      or other qualified retirement accounts; and

  (f) All other actions necessary to effectuate a termination of
      the 401k Plan in accordance with ERISA, the Bankruptcy Code
      and all other applicable law.

Sentinel will bill the Debtors at an initial flat fee rate of
$1,000, plus an hourly rate of $150 for any additional data
collection services provided with respect to years during which
Sentinel did not provide record keeping services to the Debtors.

Sentinel reserves the right to increase its hourly rates in
accordance with its normal and customary business practices.

Sentinel will seek compensation for the services of each
professional and paraprofessional acting on behalf of the Debtors
in the Chapter 11 cases at the then-current rate charged for the
services.  Consistent with Sentinel's billing policies with
respect to other clients, it will continue to charge the Debtors
for all other services provided and for other charges and
disbursements incurred in the rendition of services.

Sentinel and the Debtors anticipate that Sentinel's total
compensation for the services to be performed pursuant to this
proposed representation will not exceed $5,000.

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

                         About SMF Energy

SMF Energy Corporation, a provider of fuel and lubricants for the
trucking, manufacturing and construction industries, and three of
its subsidiaries filed for Chapter 11 bankruptcy (Bankr. S.D. Fla.
Lead Case No. 12-19084) on April 15, 2012.  The affiliates are SMF
Services, Inc., H&W Petroleum Company, Inc., and Streicher Realty,
Inc.  Fort Lauderdale, Florida-based SMF Energy -- dba Streicher
Mobile Fueling and SMF Generator Fueling Services -- disclosed
$37.0 million in assets and $25.17 million in liabilities as of
Dec. 31, 2011.

SMF sought bankruptcy protection after Wells Fargo Bank, N.A.,
shut off access to a revolving credit loan and declared a default.
The bank is owed $11.2 million, including $8 million on a
revolving credit secured by all assets.  SMF Energy disclosed
$16,387,456 in assets and $31,160,009 in liabilities as of the
Chapter 11 filing.

On March 22, 2012, the Company appointed Soneet Kapila of Kapila &
Company, Ft. Lauderdale, Florida, as its chief restructuring
officer.

Judge Raymond B. Ray oversees the case.  Lawyers at Genovese
Joblove & Battista, P.A., serves as the Debtors' counsel.  Trustee
Services Inc. serves as claims agent.  Bayshore Partners, LLC,
serves as their investment banker.  The petition was signed by
Soneet R. Kapila, the CRO.

The Debtors tapped Harry Stampler and Stampler Auctions for the
sale and liquidation of the assets of the Debtors located at 200
West Cypress Creek Road, Suite 400, Fort Lauderdale, Florida
through an auction sale scheduled for July 19, 2012, at the
Property.

Steven R. Turner, the Assistant U.S. Trustee 21, appointed three
members to the Official Committee of Unsecured Creditors.  Robert
Paul Charbonneau and the law firm of Ehrenstein Charbonneau
Calderin represent the creditors.

The Debtors entered into an agreement for Sun Coast Resources to
acquire assets associated with the Debtors' business in their
various operating locations in the State of Texas for $4 million,
absent higher and better offers.  The Texas assets yielded no
competing bids from other parties.  Competing bids were submitted
with respect to the assets and vehicle outside Texas, under which
Sun Coast was also the stalking horse bidder with a total offer of
$5 million.  The auction raised the value of the assets by $1.75
million.  The sales, which closed in June, generated $10.75
million.

The Debtors in August filed a Plan of liquidation.  Wells Fargo
Bank N.A., the secured lender, has been partly paid from the sale
proceeds, pursuant to the cash collateral order.  Holders of
unsecured claims estimated to total $5.7 million will recover up
to 70%.  Each holder of an unsecured claim not more than $1,000 or
who elect to reduce the claim to $1,000 will recover 100% in cash
on the effective date. Holders of equity interests will only
receive distributions after claimants are paid in full.


SOTHEBY'S: S&P Assigns Prelim 'BB+' Senior Secured Debt Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BB+'
senior secured, preliminary 'BB' senior unsecured, and preliminary
'BB-' subordinated debt ratings to New York City-based Sotheby's
unlimited Rule 415 shelf registration for debt securities.

"The company has indicated that it will use net proceeds from the
sale of any debt securities for general corporate purposes,
including investments in its business operations, reducing or
refinancing existing debt, or redeeming outstanding securities,"
S&P said.

"The 'BB+' corporate credit rating and stable outlook on Sotheby's
remain unchanged and reflect our assessment that the company's
business risk profile is 'fair' and its financial risk profile is
'intermediate.' We base our opinion of the company's business risk
on its leading position as one of the two largest auctioneers in
the highly volatile global auction markets and its experienced
management team, countered by the very seasonal nature of its
operations and the swings in its profitability. We view the
company's financial risk profile as intermediate given its
expected credit metrics, moderate financial policies, sizable cash
balances, and positive cash flow generation. Lease-adjusted total
debt was about $583 million at June 30, 2012," S&P said.

RATINGS LIST

Sotheby's
Corporate Credit Rating                BB+/Stable/--

New Ratings

Sotheby's
Senior Secured                         BB+(prelim)
Senior Unsecured                       BB(prelim)
Subordinated                           BB-(prelim)


SPECTRUM HEALTHCARE: Medicaid, Economic Woes Cue Chapter 11 Filing
------------------------------------------------------------------
Greg Bordonaro at Hartford Business reports that nursing home
operator Spectrum Healthcare has filed for Chapter 11 bankruptcy
reorganization, blaming declining Medicaid reimbursements and a
tough economy for the company's inability to pay its bills.

According to the report, Spectrum Healthcare listed $500,000 in
assets and up to $10 million in liabilities.

The report relates the action comes a little over a year after
contentious contract negotiations between Spectrum and its
unionized workforce came to a head with a new agreement.

The report notes Elizabeth Austin, Esq., represents Spectrum as
the Company's attorney.

The report, citing court documents, relates Spectrum said it is
unable to pay its debts blaming reductions in Medicaid rates and
the state's "Money Follows the Person," program for reduced
revenue and patient volume.  The "Money Follows the Person,"
program is an initiative that aims to push seniors out of nursing
homes and into community care in a bid to reduce health care
costs.

The report relates an unstable economy has negatively impact
Spectrum as well, the company said, as fewer people are choosing
elective surgeries.

Spectrum's six nursing facilities have 716 beds and employ 725
employees. About 420 employees are part of a union.  Spectrum's
monthly payroll is about $3.1 million, court records show.


STAFFORD RHODES: Has Court's Authority to Use Wells Fargo Cash
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Georgia has
granted Stafford Rhodes, LLC, et al, authorization, on an interim
basis, to use cash collateral (including collection of the rents
and other income from the Shopping Centers) of Wells Fargo Bank,
National Association, and Ameris Bank, pursuant to the budgets.
The amount of cash collateral that the Debtors use will not exceed
115% of each line item set forth in the budgets.

As of the Petition Date, the Debtors' outstanding obligations to
Wells Fargo totaled $27 million.

The Debtors currently owe Ameris $95,000 under the Ameris Line of
Credit.  The amount of funds on deposit in the bank accounts as of
the Petition Date exceeds $95,000.

As adequate protection, Wells Fargo is granted a replacement lien
in future rents and other income from the Shopping Centers.
Periodic cash payments (in an amount equivalent to the non-default
contract rate of interest on the balance of the Loans) will also
be made to Wells Fargo as set forth in the budgets.

As adequate protection of its interest in cash collateral located
in the bank accounts as of the Petition Date, Ameris is granted a
replacement right of setoff or recoupment in postpetition deposits
in the eight (8) bank accounts maintained by the Debtors at
Ameris, but only to the extent that Ameris maintained a valid
right of setoff or recoupment as of the Petition Date.

                       About Stafford Rhodes

Stafford Rhodes, LLC, owns 27.41 acres of land located in
Bluffton, Beaufort County, South Carolina.  The land is improved
by a 95,233 square foot retail shopping center that has 16
tenants, including Best Buy Stores, Petco, and Dollar Tree.
Affiliate Beaufort Crossing, LLC, owns 10 acres of land, improved
by an unanchored 19,600 square foot shopping center, the Crossings
of Beaufort, in Beaufort County.  Stafford Vista, LLC, owns 5.69
acres of land located in Decatur, DeKalb County, Georgia, which is
improved by a 45,450 square foot shopping center identified as the
Vista Grove Plaza.  Stafford Wesley, LLC, has 2.34 acres of land
in Decatur, improved by a 30,683 square foot shopping center
identified as the Wesley Chappel Retail Shopping Center.

Stafford Rhodes and its three affiliates sought Chapter 11
protection (Bankr. M.D. Ga. Lead Case No. 12-70859) on June 29,
2012.  Judge John T. Laney, III, presides over the Debtors' cases.
Attorneys at Arnall Golden Gregory LLP, in Atlanta, represent the
Debtors as counsel.  In its petition, Stafford Rhodes listed
assets and debts of between $10 million and $50 million.  The
petitions were signed by Frank J. Jones, Jr., VP, Treasurer & CFO
of Debtor's sole member.


STAFFORD RHODES: Can Employ Arnall Golden as Bankruptcy Counsel
---------------------------------------------------------------
Stafford Rhodes, LLC, et al., ask the U.S. Bankruptcy Court for
the Middle District of Georgia has granted Stafford Rhodes, LLC,
et al., authorization to employ Arnall Golden Gregory LLP as
attorneys for the Debtors, nunc pro tunc to the Petition Date.

AGG, among others, will render these services:

  a) assist the Debtors in the preparation of their schedules,
     statement of affairs, and the periodic financial reports
     required by the Bankruptcy Code, the Bankruptcy Rules, or any
     order of the Court;

  b) assist the Debtors in consultations, negotiations, and all
     other dealings with creditors, equity security holders, and
     other parties-in-interest concerning the administration of
     the bankruptcy cases;

  c) prepare pleadings, conducting investigations, and making
     court appearances incidental to the administration of the
     Debtors' estates; and

  d) advise the Debtors of their rights, duties, and obligations
     under the Bankruptcy Code, Bankruptcy Rules, Local Rules of
     Practice for the U.S. Bankruptcy Court for the Middle
     District of Georgia and orders of the Court.

The principal attorneys presently designated to represent the
Debtors in the bankruptcy cases and their standard hourly rates
are:

                 Darryl S. Laddin, Esq.     $520
                 Sean C. Kulka, Esq.        $430

To the best of the Debtors' knowledge, understanding and belief,
AGG does not hold any disqualifying interest adverse to the
Debtors or their bankruptcy estates.

                       About Stafford Rhodes

Stafford Rhodes, LLC, owns 27.41 acres of land located in
Bluffton, Beaufort County, South Carolina.  The land is improved
by a 95,233 square foot retail shopping center that has 16
tenants, including Best Buy Stores, Petco, and Dollar Tree.
Affiliate Beaufort Crossing, LLC, owns 10 acres of land, improved
by an unanchored 19,600 square foot shopping center, the Crossings
of Beaufort, in Beaufort County.  Stafford Vista, LLC, owns 5.69
acres of land located in Decatur, DeKalb County, Georgia, which is
improved by a 45,450 square foot shopping center identified as the
Vista Grove Plaza.  Stafford Wesley, LLC, has 2.34 acres of land
in Decatur, improved by a 30,683 square foot shopping center
identified as the Wesley Chappel Retail Shopping Center.

Stafford Rhodes and its three affiliates sought Chapter 11
protection (Bankr. M.D. Ga. Lead Case No. 12-70859) on June 29,
2012.  Judge John T. Laney, III, presides over the Debtors' cases.
Attorneys at Arnall Golden Gregory LLP, in Atlanta, represent the
Debtors as counsel.  In its petition, Stafford Rhodes listed
assets and debts of between $10 million and $50 million.  The
petitions were signed by Frank J. Jones, Jr., VP, Treasurer & CFO
of Debtor's sole member.


STAFFORD RHODES: Can Employ Akin Webster as Conflicts Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Georgia has
granted Stafford Rhodes, LLC, et al., authorization to employ Akin
Webster & Matson PC as conflicts counsel for the Debtors, nunc pro
tunc to the Petition Date.

Robert M. Matson, Esq., at $250 per hour, is the principal
attorney at Akin designated to represent the Debtors in the
bankruptcy cases.

Akin will render various legal services, including advising and
assisting the Debtors with respect to matters where Arnall Golden
Gregory LLP is unable to represent the Debtors (such as filing an
adversary proceeding against Wells Fargo), and advising and
assisting the Debtors in matters within the scope of AGG's
retention where it would be more efficient for Akin to advise or
assist the Debtors.

The Debtors believes that Akin neither holds nor represents any
interest adverse to the Debtors' bankruptcy estates, and that akin
is a "distinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

                       About Stafford Rhodes

Stafford Rhodes, LLC, owns 27.41 acres of land located in
Bluffton, Beaufort County, South Carolina.  The land is improved
by a 95,233 square foot retail shopping center that has 16
tenants, including Best Buy Stores, Petco, and Dollar Tree.
Affiliate Beaufort Crossing, LLC, owns 10 acres of land, improved
by an unanchored 19,600 square foot shopping center, the Crossings
of Beaufort, in Beaufort County.  Stafford Vista, LLC, owns 5.69
acres of land located in Decatur, DeKalb County, Georgia, which is
improved by a 45,450 square foot shopping center identified as the
Vista Grove Plaza.  Stafford Wesley, LLC, has 2.34 acres of land
in Decatur, improved by a 30,683 square foot shopping center
identified as the Wesley Chappel Retail Shopping Center.

Stafford Rhodes and its three affiliates sought Chapter 11
protection (Bankr. M.D. Ga. Lead Case No. 12-70859) on June 29,
2012.  Judge John T. Laney, III, presides over the Debtors' cases.
Attorneys at Arnall Golden Gregory LLP, in Atlanta, represent the
Debtors as counsel.  In its petition, Stafford Rhodes listed
assets and debts of between $10 million and $50 million.  The
petitions were signed by Frank J. Jones, Jr., VP, Treasurer & CFO
of Debtor's sole member.


STAFFORD RHODES: Proofs of Claim Must be Filed by November 14
-------------------------------------------------------------
Proofs of Claims in the Chapter 11 cases of Stafford Rhodes, LLC,
et al., are due by Nov. 14, 2012.  The Section 341(a) Meeting of
Creditors in the Debtors' cases was held last Aug. 16, 2012.

                       About Stafford Rhodes

Stafford Rhodes, LLC, owns 27.41 acres of land located in
Bluffton, Beaufort County, South Carolina.  The land is improved
by a 95,233 square foot retail shopping center that has 16
tenants, including Best Buy Stores, Petco, and Dollar Tree.
Affiliate Beaufort Crossing, LLC, owns 10 acres of land, improved
by an unanchored 19,600 square foot shopping center, the Crossings
of Beaufort, in Beaufort County.  Stafford Vista, LLC, owns 5.69
acres of land located in Decatur, DeKalb County, Georgia, which is
improved by a 45,450 square foot shopping center identified as the
Vista Grove Plaza.  Stafford Wesley, LLC, has 2.34 acres of land
in Decatur, improved by a 30,683 square foot shopping center
identified as the Wesley Chappel Retail Shopping Center.

Stafford Rhodes and its three affiliates sought Chapter 11
protection (Bankr. M.D. Ga. Lead Case No. 12-70859) on June 29,
2012.  Judge John T. Laney, III, presides over the Debtors' cases.
Attorneys at Arnall Golden Gregory LLP, in Atlanta, represent the
Debtors as counsel.  In its petition, Stafford Rhodes listed
assets and debts of between $10 million and $50 million.  The
petitions were signed by Frank J. Jones, Jr., VP, Treasurer & CFO
of Debtor's sole member.


STAFFORD RHODES: Can Employ Colliers International as Appraisers
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Georgia has
granted Stafford Rhodes, LLC, et al., permission to employ
Colliers International Valuation & Advisory Services, Inc., as
appraisers for the Debtors, nunc pro tunc to the Petition Date.

Colliers will render various services, including:

  a) inspecting and analyzing the Debtors' properties, including
     the Shopping Centers;

  b) preparing written reports (restricted reports, summary
     reports, self-contained reports) related to the Debtors'
     properties, including the Shopping Centers;

  c) reviewing appraisals and other written reports prepared by
     other appraisers, financial consultants, and experts; and

  d) providing litigation support and expert testimony in the
     Bankruptcy Cases, including providing expert testimony
     related to the Debtors' properties, including the Shopping
     Centers and any reports to the same, and rebuttal testimony.

Colliers' present rates for litigation support are $200 to $250
per hour for non-MAI professionals and $350 per hour for MAI
professionals.  Colliers' present rates for expert testimony are
$350 per hour for non-MAI professionals and $450 per hour for MAI
professionals.  Colliers will also charge the Debtors a flat fee
of $32,000 for conducting and preparing appraisals of the Debtors'
properties.

To the best of the Debtors' knowledge, understanding and belief,
Colliers does not hold any disqualifying interest adverse to the
Debtors or their bankruptcy estates in matters upon which the firm
is to be engaged.

                       About Stafford Rhodes

Stafford Rhodes, LLC, owns 27.41 acres of land located in
Bluffton, Beaufort County, South Carolina.  The land is improved
by a 95,233 square foot retail shopping center that has 16
tenants, including Best Buy Stores, Petco, and Dollar Tree.
Affiliate Beaufort Crossing, LLC, owns 10 acres of land, improved
by an unanchored 19,600 square foot shopping center, the Crossings
of Beaufort, in Beaufort County.  Stafford Vista, LLC, owns 5.69
acres of land located in Decatur, DeKalb County, Georgia, which is
improved by a 45,450 square foot shopping center identified as the
Vista Grove Plaza.  Stafford Wesley, LLC, has 2.34 acres of land
in Decatur, improved by a 30,683 square foot shopping center
identified as the Wesley Chappel Retail Shopping Center.

Stafford Rhodes and its three affiliates sought Chapter 11
protection (Bankr. M.D. Ga. Lead Case No. 12-70859) on June 29,
2012.  Judge John T. Laney, III, presides over the Debtors' cases.
Attorneys at Arnall Golden Gregory LLP, in Atlanta, represent the
Debtors as counsel.  In its petition, Stafford Rhodes listed
assets and debts of between $10 million and $50 million.  The
petitions were signed by Frank J. Jones, Jr., VP, Treasurer & CFO
of Debtor's sole member.


STRATEGIC AMERICAN: Obtains Exploration License in Namibia
----------------------------------------------------------
Duma Energy Corp., formerly Strategic American Oil Corporation,
has received a 39% working interest (43.33% cost responsibility)
in an onshore African petroleum concession located in the Republic
of Namibia which is approximately 5.3 million acres in size
covered by Petroleum Exploration License No. 0038 issued by the
Republic of Namibia Ministry of Mines and Energy.  Duma has
completed the share exchange agreement, dated Aug. 7, 2012, with
Namibia Exploration, Inc., and as a result, NEI became a wholly
owned subsidiary of Duma.

Duma holds its indirect working interest in the Concession in
partnership with the National Petroleum Corporation of Namibia
Ltd. and Hydrocarb Namibia Energy Corporation, a company chartered
in the Republic of Namibia and which is a majority owned
subsidiary of Hydrocarb Corporation, a company organized under the
laws of the State of Nevada, USA.  Hydrocarb Namibia, as operator
of the Concession, holds at 51% working interest (56.67% cost
responsibility) in the Concession and NPC Namibia holds a 10%
carried working interest in the Concession.

"The timely issuance of the concession license by the government
of Namibia allows us now to begin focusing our efforts on the task
of exploring our massive concession, which is roughly the size of
the state of Massachusetts," stated Jeremy G. Driver, Chairman and
CEO of Duma Energy Corp. Driver added, "We are excited to move
forward with the exploration phase in Namibia and are encouraged
by the geological progress and findings so far."

Pasquale Scaturro, Hydrocarb's president and chief operating
officer stated, "There are few governments in Africa that can
match the transparency and professionalism of Namibia.  We are
truly pleased to have such a large and premium concession located
in an extremely prospective basin."

In conjunction with the closing of the Acquisition, Duma entered
into a Consulting Services Agreement with Hydrocarb whereby
Hydrocarb will provide various consulting services with respect to
Duma's business ventures in Namibia and Hydrocarb acknowledges and
agrees that the obligations of NEI under the Farm-in Opportunity
Report between NEI and Hydrocarb will be satisfied in exchange for
Duma paying a consulting fee to Hydrocarb of $2,400,000, payable
over a 2 year period using either cash or restricted common shares
of Duma.

                      About Strategic American

Corpus Christi, Tex.-based Strategic American Oil Corporation (OTC
BB: SGCA) -- http://www.strategicamericanoil.com/-- is a growth
stage oil and natural gas exploration and production company with
operations in Texas, Louisiana, and Illinois.  The Company's team
of geologists, engineers, and executives leverage 3D seismic data
and other proven exploration and production technologies to locate
and produce oil and natural gas in new and underexplored areas.
Strategic American a net loss of $10.28 million on $3.41 million
of revenue for the year ended July 31, 2011, compared with a net
loss of $3.49 million on $531,736 of revenue for the same period
during the prior year.

The Company reported a net loss of $4.41 million on $5.28 million
of revenue for the nine months ended April 30, 2012, compared with
a net loss of $9.94 million on $1.48 million of revenue for the
same period a year ago.

The Company's balance sheet at April 30, 2012, showed $23.93
million in total assets, $11.53 million in total liabilities and
$12.39 million in total stockholders' equity.


SUN RIVER: Delays Form 10-Q for July 31 Quarter
-----------------------------------------------
Sun River Energy, Inc., notified the U.S. Securities and Exchange
Commission that it will be delayed in filing its quarterly report
on Form 10-Q for the period ended July 31, 2012.  The Company said
the financial statements are not yet completed and cannot be
completed by the required filing date without unreasonable cost
and effort.

                          About Sun River

Dallas, Tex.-based Sun River Energy, Inc., is an exploration and
production company focused on oil and natural gas.  Sun River has
mineral interests in two major geological areas.  Each area has a
distinct development plan, and each area brings a different value
matrix to the Company.  The Company has mineral interests in the
Raton Basin located in Colfax County, New Mexico, and in several
counties in the highly prolific East Texas Basin.

In the auditors' report accompanying the consolidated financial
statements for the year ended April 30, 2012,
LightfootGuestMoore&Co, P.C., in Dallas, Tex., expressed
substantial doubt about Sun River's ability to continue as a going
concern.  The independent auditors noted that the Company has an
accumulated earnings deficit of $41,027,526.

The Company reported a net loss of $24.0 million on $293,000 of
revenues for the year ended April 30, 2012, compared with a net
loss of $7.4 million on $98,000 of revenues for the year ended
April 30, 2011.

The Company's balance sheet at April 30, 2012, showed
$12.9 million in total assets, $14.1 million in total liabilities,
and a stockholders' deficit of $1.2 million.


TC GLOBAL: Ronald Neubauer Resigns from Board of Directors
----------------------------------------------------------
Ronald G. Neubauer resigned from the Board of Directors of TC
Global, Inc., for personal reasons on Sept. 9, 2012.  The Board
thanks Mr. Neubauer for his service and many years of support, and
extends its very best wishes to Mr. Neubauer and his family.

                          About TC Global

TC Global, Inc., dba Tully's Coffee, is a specialty coffee
retailer and wholesaler.  Through company owned, licensed and
franchised specialty retail stores in Washington, Oregon,
California, Arizona, Idaho, Montana, Colorado, Wyoming and Utah,
throughout Asia with Tully's Coffee International, and with its
global alliance partner Tully's Coffee Japan, Tully's premium
coffees are available at nearly 600 branded retail locations
globally, including more than 200 in the United States.  TC Global
also has the rights to distribute Tully's coffee through all
wholesale channels internationally, outside of North America, the
Caribbean and Japan. TC Global's corporate headquarters is located
at 3100 Airport Way S, in Seattle, Washington.  See
http://www.TullysCoffeeShops.com

The Company reported a net loss attributable to TC Global, Inc.,
of $5.21 million on $38.26 million of net sales for the year ended
April 3, 2011, compared with a net loss attributable to TC Global,
Inc., of $5.19 million on $39.57 million of net sales for the year
ended March 28, 2010.

TC Global's balance sheet at Jan. 1, 2012, showed $7.47 million in
total assets, $16.94 million in total liabilities and a $9.46
million total stockholders' deficit.

In the auditors' report accompanying the financial statements for
year ended April 3, 2011, Moss Adams LLP, in Seattle, Washington,
expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses and has limited working
capital to fund operations.


TELETOUCH COMMUNICATIONS: Thermo Demands $7.1-Mil. Payment
----------------------------------------------------------
Thermo Credit, LLC, demanded payment from Teletouch
Communications, Inc., for all of its obligations due and payable
by Sept. 17, 2012.  The Company has approximately US$7.1 million
outstanding under the Thermo Financing Facility as of Sept. 13,
2012.

Pursuant to a Formal Notice of Maturity dated Sept. 7, 2012, and
received by the Company on Sept. 10, 2012, Thermo Credit, LLC, in
connection with the Loan and Security Agreement dated as of
April 30, 2008, as amended to date, Thermo, Teletouch
Communications, Inc., Teletouch Licenses, Inc., and Progressive
Concepts, Inc., and all of TLL, PCI, and TLI, a certain Promissory
Note in the amount of $5,000,000, and related Deed of Trust,
Security Agreement and other ancillary documents and agreements,
notified the Company that the Thermo Financing Facility had
matured by its terms on Aug. 31, 2012.

In addition, while the Maturity Letter stated that Thermo was
reserving its rights under the Agreement and Thermo Financing
Facility, it also specifically stated that such Maturity Letter
did not constitute notification to the Company that Thermo was
presently commencing the exercise of any of its rights and
remedies.  To the best of the Company's knowledge, Thermo has not
commenced any actions against the Company at this time.

Thermo and the Company have been working to replace and repay the
Thermo Financing Facility with a facility from a new lenders, and
to facilitate the transition to such a new lender.  As of
Sept. 13, 2012, the Company has executed a term sheet with a
prospective new lender for new senior revolving and term credit
facilities to replace the current Thermo Financing Facility.
Although that term sheet is non-binding, the diligence process by
the prospective lender started in late August 2012, with a closing
contemplated to take place on or before the end of September 2012.
The Company said there can be no assurance that any additional
negotiations with potential new lenders will be successful, or
that if they are, that they will be concluded on the terms
favorable to the Company.

                          About Teletouch

Teletouch Communications, Inc., offers a comprehensive suite of
wireless telecommunications solutions, including cellular, two-way
radio, GPS-telemetry and wireless messaging.  Teletouch is an
authorized provider of AT&T (NYSE: T) products and services
(voice, data and entertainment) to consumers, businesses and
government agencies, as well as an operator of its own two-way
radio network in Texas.  Recently, Teletouch entered into national
agency and distribution agreements with Sprint (NYSE: S) and
Clearwire (NASDAQ: CLWR), providers of advanced 4G cellular
network services.  Teletouch operates a chain of 26 retail and
agent stores under the "Teletouch" and "Hawk Electronics" brands,
in conjunction with its direct sales force, customer care (call)
centers and various retail eCommerce Web sites including:
http://www.hawkelectronics.com/and http://www.hawkexpress.com/

Through its wholly-owned subsidiary, Progressive Concepts, Inc.,
Teletouch operates a national distribution business, PCI
Wholesale, primarily serving large cellular carrier agents and
rural carriers, as well as auto dealers and smaller consumer
electronics retailers, with product sales and support available
through http://www.pciwholesale.com/and
http://www.pcidropship.com/among other B2B oriented Web sites.

The Company disclosed $14.29 million in total assets,
$20.57 million in total liabilities, and a $6.28 million total
shareholders' deficit as of May 31, 2012.

BDO USA, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statement for the year
ended May 31, 2012.  The independent auditors noted that the
Company has increasing working capital deficits, significant
current debt service obligations, a net capital deficiency along
with current and predicted net operating losses and negative cash
flows which raise substantial doubt about its ability to continue
as a going concern.


TELVUE CORP: Appoints Former 4Xe LLC Executive as CFO
-----------------------------------------------------
Emmett Hume was appointed Chief Financial Officer of TelVue
Corporation on Sept. 10, 2012.

Prior to his appointment, Mr. Hume, 58, served as the Executive
Officer of 4Xe LLC, a company founded by Mr. Hume.  Since March
2011, 4Xe LLC provided consulting and advisory services to TelVue
with respect to various business processes and systems, and the
debt conversion transaction completed in March 2012.  4Xe LLC
rendered an opinion to the Company's board of directors as to the
fairness from a financial point of view of the debt conversion
transaction.  TelVue Corporation paid 4Xe LLC, approximately
$105,500 in 2011 and $91,647 to-date in 2012.

Prior to 4Xe LLC, Mr. Hume served as President and Chief Operating
Officer of WineAccess, Inc., an e-commerce company with executive
offices in Narberth, PA, from 2008 until 2010.  From 2004 until
2007, Mr. Hume was Executive Vice President, International of
ORBCOMM, Inc., a satellite telecommunications company based in
Fort Lee, NJ.  Mr. Hume served in a variety of operational and
financial positions prior to his employment at ORBCOMM, including
approximately five years (from 1984-1990) with Prudential
Securities as an investment banking associate and as VP at
Prudential-Bache Interfunding, a merchant banking arm of the
Prudential Insurance Company of America, and as Senior Vice
President at the satellite services unit of General Electric and
its successor company, SES GLOBAL SA.

Mr. Hume is employed on an at-will basis and is paid an annual
salary of $156,000.  Mr. Hume is eligible for a $10,000 bonus
based on the Company achieving two consecutive quarters of
profitability.  Mr. Hume also receives, as do all other TelVue
employees, health, dental, disability, and life insurance benefits
as well as a contribution equal to 2.5% of his annual salary to
TelVue's 401K plan.  Mr. Hume, like all other TelVue employees, is
eligible to receive stock option grants under the TelVue Stock
Option Plan.

                       About TelVue Corporation

Mt. Laurel, N.J.-based TelVue Corporation is a broadcast
technology company that specializes in playback, automation and
workflow solutions for public, education and government ("PEG")
television stations; cable, telephone company ("Telco") and
satellite television providers; K-12 and higher education
institutions; and professional broadcasters.

The Company reported a net loss of $3.49 million in 2011, compared
with a net loss of $5.88 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$5.31 million in total assets, $1.55 million in total liabilities,
$5 million in redeemable convertible series A preferred stock, and
a $1.24 million stockholders' deficit.


TESORO CORP: S&P Gives 'BB+' Ratings on Two Unsecured Note Issues
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' issue-level
rating to Tesoro Corp.'s (BB+/Stable/--) two senior unsecured
notes series, one due 2017 and another due 2022. "At the same
time, we assigned a '3' recovery rating to both note issues,
indicating expectations of meaningful (50% to 70%) recovery if a
payment default occurs. We expect the company to use a portion of
the proceeds to pay down the $450 million of existing senior notes
due 2015 and the $473 million senior notes due 2017. Pro forma for
the issuance and the redemptions, we expect, Tesoro will have
about $1.6 billion in balance-sheet debt at the end of third
quarter 2012. The outlook on Tesoro is stable based on our view
that, at current debt levels, the ratings could sustain periods of
subpar financial performance owing to cyclical factors," S&P said.

RATINGS LIST

Tesoro Corp.
Corporate credit rating      BB+/Stable

New Ratings
Senior unsecured notes       BB+
Recovery rating             3


TRI-VALLEY: Can Employ Epiq Bankruptcy as Administrative Advisor
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
Tri-Valley Corporation, et al., permission to employ Epiq
Bankruptcy Solutions, LLC, as administrative advisor for the
Debtors, nunc pro tunc to the Petition Date.

                         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.


TRI-VALLEY: Time to File Schedules & SOFA Extended Until Sept. 21
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
extended until Sept. 21, 2012, the deadline for Tri-Valley
Corporation, et al., to file their schedules of assets and
liabilities and statements of financial affairs with the Court.

                         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.


TRI-VALLEY CORP: Can Employ LRC as Delaware and Conflicts Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
authorized Tri-Valley Corporation, et al., to employ Landis Rath &
Cobb, LLP as Delaware and conflicts counsel for the Debtors.

LRC is employed nunc pro tunc to the Petition Date with regard to
Tri-Valley Corporation, Tri-Valley Oil & Gas Co., and Select
Resources Corporations.

LRC will render legal services as needed, including, among others:

  a) advising and assisting the Debtors with respect to their
     rights, powers and duties as debtors-in-possession and taking
     all necessary action to protect and preserve the Debtors'
     estates;

  b) preparing necessary pleadings, motions, applications, draft
     orders, notices, schedules and other documents, and reviewing
     all financial and other reports, and advising the Debtors
     concerning, and preparing responses to, applications,
     motions, other pleadings, notices and other papers that may
     be filed and served in the Debtors' cases;

  c) attending meetings and negotiating with representatives of
     the creditors and other parties in interest; and

  d) appearing in Court and any appellate courts to represent and
     protect the interests of the Debtors' estates; and

  e) assisting the Debtors in conducting sales of assets and
     obtaining approval of a disclosure statement and confirmation
     of a Chapter 11 plan and all documents related thereto.

In addition, at the Debtors' request, LRC will serve as conflicts
counsel in the event that K&L Gates is unable to represent any of
the Debtors with regard to any particular matter due to an actual
or potential conflict of interest.

The current rates of LRC partners range from $475 to $720 per
hour; associates range from $325 to $420 per hour; law clerks are
$275; paralegals range from $200 to $230 per hour; and legal
assistants range from $100 to $130 per hour.

                         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.


TRI-VALLEY CORP: Can Employ FTI Consulting as Financial Advisors
----------------------------------------------------------------
The U.S. Bankruptcy Court has granted Tri-Valley Corporation, et
al., permission to employ FTI Consulting, Inc., as financial
advisors for the Debtors.

FTI Consulting will:

  a) Design and implement a rolling 13 week cash flow forecasting
     process;

  b) Developing guidelines and framework for a weekly review
     process to evaluate the 13 week cash flow forecasts;

  c) Design and implement a weekly flash report to tract actual
     results against the 13 week cash flow forecast;

  d) Manage the process to complete a transaction to sell the
     Debtors or raise capital, including:

       (i) contacting potential buyers/investors;

      (ii) gathering due diligence materials and managing the flow
           of information to prospective buyers; and,

     (iii) negotiating with potential buyers as may be requested
           by the Debtors.

The Debtors are authorized to pay FTI's fees and to reimburse FTI
for its costs and expenses as provided in the Engagement Letter,
in accordance with the monthly, interim, and final fee application
process approved by the Court, and none of the fees payable to FTI
will constitute a "bonus" or fee enhancement under applicable law.

FTI's compensation will be based upon a fixed monthly fee of
$100,000 per month plus reimbursement of actual and necessary
expenses incurred by FTI.  Additionally, FTI will be entitled to a
completion fee in the amount of $600,000 payable on the earlier of
(a) consummation of a Chapter 11 plan of reorganization or (b) a
sale, transfer, or other disposition of all or substantial portion
of the stock or assets of the Debtors in one or more transactions,
assuming that these events occur prior to Jan. 31, 2013.  To the
extent that the occurrence (a) or (b) above is subsequent to
Jan. 31, 2013, the completion fee will be increased by $50,000 per
month for any full or partial month thereafter.

                         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.


TRI-VALLEY CORP: Can Employ KL Gates as General Bankruptcy Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
Tri-Valley Corporation, permission to employ K&L Gates, LLP, as
general bankruptcy counsel to Tri-Valley Corporation, Tri-Valley
Oil & Gas Co., and Select Resources Corporation, Inc. (the "Non-
Opus Debtors"), nunc pro tunc to the Petition Date.

K&L Gates, among others, will:

  a) advise the Non-Opus Debtors with respect to their powers and
     duties as debtors-in-possession in the continued management
     and operation of their business and properties;

  b) advise the Non-Opus Debtors on the conduct of the Chapter 11
     case, including all of the legal and administrative
     requirements of operating in Chapter 11;

  c) attend meetings and negotiate with representatives of the
     creditors and other parties in interest; AND

  d) prosecute actions on the Non-Opus Debtors' behalf, defend any
     action commenced against the Non-Opus Debtors and represent
     the Non-Opus Debtors' interests in negotiations concerning
     litigation in which the Non-Opus Debtors are involved,
     including objections to claims filed against the Non-Opus
     Debtors' estate.

Attorney Charles A. Dale III ($665 per hour), a partner at K&L
Gates, and Attorney Mackenzie L. Shea ($420 per hour) will have
primary responsibility for providing services to the Debtors.

                         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, 2012,
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.


TRI-VALLEY CORP: Nov. 20 Bar Date Set for Filing of Proof of Claim
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
established Nov. 20, 2012, at 4:00 p.m. (EDT) as the deadline for
the filing of proofs of claim in the Chapter 11 cases of Tri-
Valley Corporation, et al.  The governmental bar date will be
Feb. 4, 2013, at 4:00 p.m. (EDT).

                         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.




TW TELECOM: S&P Affirms 'BB-' Corp Credit Rating; Outlook Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on
Littleton, Colo.-based competitive local exchange carrier (CLEC)
TW Telecom Inc. to positive from stable. "At the same time, we
affirmed our 'BB-' corporate credit rating on the company," S&P
said.

"We also raised the issue-level rating on TW Telecom's senior
notes to 'BB-' from 'B' and revised the recovery rating to '3'
from '6'. The '3' recovery rating indicates expectations for
meaningful (50%-70%) recovery in the event of payment default. The
upgrade of the senior unsecured debt rating is based on the August
2012 paydown of TW Telecom's senior secured debt, which improves
recovery prospects for unsecured debtholders," S&P said.

"The outlook revision reflects the company's improved credit
measures over the past year due to solid operating and financial
results," said Standard & Poor's credit analyst Allyn Arden.
"During the first half of 2012, total revenue and EBITDA increased
7.8% and 8.6%, respectively, year over year, reflecting growth in
data and Internet protocol (IP)-based services. Additionally, the
company repaid about $102 million of debt with cash on hand, which
resulted in operating lease-adjusted debt to EBITDA declining to
about 3.1x pro forma for the recent debt repayment, as of June 30,
2012, from 3.5x at year-end 2011."

"As such," added Mr. Arden, "we are revising our financial risk
profile to 'significant' from 'aggressive' and we could raise the
corporate credit rating over the next year if the company reduces
leverage below 3x on a sustained basis while limiting annual
capital spending to the $400 million area."

"The ratings on TW Telecom reflect a 'fair' business risk profile
and significant financial risk profile. Key business risk factors
include intense competitive pressures from larger and better
capitalized incumbent telephone companies, primarily Verizon
Communications Inc. and AT&T Inc., in an industry characterized by
pricing pressure. Other business risk factors are the company's
high capital spending requirements and a long sales cycle
associated with selling to larger business customers. These
factors somewhat overshadow TW Telecom's well-established network
with a significant footprint, a good niche as a provider of
telecommunications services to large- and midsizeenterprise
customers, some revenue stability from multiyear contracts, and
potential revenue growth from new products and services," S&P
said.

"The rating outlook is positive and reflects our expectation that
the company will continue to grow revenue and EBITDA over the next
year because of its expanding product portfolio, long contract
durations, and large and diversified customer base. These factors
should enable the company to reduce leverage to below 3x by mid-
2013 and, assuming annual capital spending in the $400 million
area, would result in a higher rating," S&P said.

"Conversely, we could revise the outlook to stable if business
conditions deteriorate, resulting in higher churn and pricing
pressure, or if the company pursued a more aggressive financial
policy, which resulted in leverage in the high-3x area," S&P said.


UNITED CONTINENTAL: Fitch Affirms 'B' Issuer Default Rating
-----------------------------------------------------------
Fitch Ratings affirms the Issuer Default Rating (IDR) of United
Continental Holdings, Inc. (UAL) and its two airline operating
subsidiaries, United Air Lines Inc. and Continental Airlines Inc.
at 'B'.  The Rating Outlook is Stable.  The ratings apply to
approximately $4.2 billion in outstanding debt.

UAL's credit profile is supported by its leadership positions
across its extensive global route network, strong liquidity
profile and growing unencumbered asset base.  Year-to-date
operating results have weakened due to ongoing challenges with its
merger integration, and rising fuel prices.  When combined with
higher capital expenditures (for necessary fleet renewal and other
investments) and a softening macro environment, Fitch expects free
cash flow (FCF) to be negative in 2012.  Nonetheless, UAL remains
on track with its deleveraging plan as evidenced in the $2.6
billion debt reduction since the merger.  Management also remains
committed to maintaining capacity discipline as reflected in the
third round of capacity reduction announced last week.

UAL is going through the teething pains of its merger with
Continental.  The company had a slow start as it received its
single operating certificate in November last year (approximately
a year after the merger closed) but has reached quite a few
milestones since then.  Notably, the company has moved to a single
passenger service system (SHARES), website and loyalty program; is
redeploying aircraft for gauge optimization; beginning to
harmonize maintenance programs; and reached an agreement in
principle for a joint pilot contract.

While these are necessary steps to creating a strong combined
entity, they depress near-term results.  Specifically, UAL's
monthly year-over-year passenger revenue per available seat mile
(PRASM) has significantly lagged the solid growth the rest of the
industry has enjoyed year-to-date, while operating costs have been
trending higher due to integration costs and fixing its service
woes.  Fitch expects non-fuel operating expenses to increase as
the new pilot contract likely imposes higher wage rates, somewhat
mitigated by productivity gains and cost efficiencies from the
merger.  United maintains a deep and conservative hedging program
for fuel, but longer-term Fitch expects the induction of new
aircraft (737-900ERs, 737 MAX 9s and 787-8s) to improve the
airline's fuel costs.

As of June 30, 2012, UAL's total liquidity was $8.2 billion
including a new $500 million revolving credit facility (issued Dec
2011).  At 22% of revenues, UAL's liquidity is currently one of
the strongest amongst its peers, but is expected to decline by
year-end 2012, as the company continues to pay down debt through
the integration period.  To that end, UAL has about $7.2 billion
in scheduled debt and capital leases over the next four years,
including $4 billion of non-aircraft debt which the company
intends to pay down as they come due.  On the other hand, Fitch
expects UAL to fund its sizeable orderbook in the EETC market over
the next few years. Fitch expects UAL to stay on track with its
debt reduction plans, notwithstanding a severe fuel shock or
collapse in air travel demand that is not accompanied with further
capacity cuts.  Over time, UAL's capital structure will likely
mirror legacy Continental where the majority of secured debt will
be comprised of aircraft financing.

Importantly, as the company pays down its upcoming maturities, UAL
is expected to shore up a sizeable pool of unencumbered assets.
By year-end 2012, the unencumbered pool is estimated to be about
$3 billion but is expected to approach levels similar to Southwest
(the only investment grade rated carrier in the U.S.) in just two
years.  This is an important consideration for UAL's ratings that
could significantly boost the carrier's credit ratings over time.

Fitch's rating on UAL's, United's, and Continental's secured debt
is 'BB' (three notches higher than the IDR) with a Recovery Rating
of 'RR1', which reflects Fitch's expectations for very high
recovery (91%-100%) in the event of a potential default.
Effective Aug. 10, 2012, Fitch updated its Ratings Definitions,
expanding the application of '+/-' to corporate issue ratings at
the 'CCC' level.  These designations are limited to instrument
ratings and will not be used for IDRs, leaving 'CCC' as the sole
issuer rating within the 'CCC' category.  Accordingly,
United's and Continental's unsecured debt has been revised to
rated 'CCC+' (two notches lower than the IDR) from 'CCC' with a
Recovery Rating of 'RR6', which suggests recovery in the 0%-10%
range.  UAL's senior unsecured debt is rated 'CCC', three notches
lower than the IDR, highlighting the lack of guarantees from the
two operating subsidiaries.

What Could Trigger a Rating Action

The Outlook remains Stable as the margin and FCF degradation
expected this year are primarily driven by UAL's integration
issues and mitigated by the company's strong liquidity position.
Once the company moves past its integration issues, Fitch expects
UAL to demonstrate significant earnings power with industry
leading operating margin and sizeable FCF capability.

As an industry leader with the most extensive global network,
Fitch expects UAL' revenue potential to (at least) match Delta's
solid top-line trajectory post its merger with Northwest.  The
company's plan to strengthen its balance sheet also supports
positive ratings action going forward.  Fitch believes that UAL
could see for further ratings momentum once its top-line
performance starts reflecting the revenue synergies from the
merger and FCF turns positive again.

On the other hand, if the integration issues persist longer than
Fitch's expectations, a Negative Outlook would be warranted
specifically, if unit revenues do not catch up to industry levels
or if FCF erosion is worse than Fitch's estimates next year.  A
large fuel shock or weakness in demand without further capacity
reductions, or fare hikes would also exacerbate UAL' operational
challenges and limit leverage reduction, possibly resulting in a
negative action.

Fitch has taken the following rating actions:

United Continental Holdings, Inc.

  -- IDR affirmed at 'B';
  -- Senior Unsecured ratings affirmed at 'CCC/RR6'.

United Airlines, Inc.

  --I DR affirmed at 'B';
  -- Secured Bank Credit Facility affirmed at 'BB/RR1';
  -- Senior Secured Notes affirmed at 'BB/RR1';
  -- Senior Unsecured rating revised to 'CCC+/RR6' from 'CCC/RR6'.

Continental Airlines, Inc.

  -- IDR at 'B';
  -- Senior Secured Notes at 'BB/RR1';
  -- Senior Unsecured rating revised to 'CCC+/RR6' from 'CCC/RR6'.


VALENCE TECHNOLOGY: Receives Delisting Notice from NASDAQ
---------------------------------------------------------
Valence Technology, Inc., on Sept. 10, 2012, received a letter
from The NASDAQ Stock Market LLC Hearings Coordinator which
notified the Company that NASDAQ, pursuant to its obligations
under NASDAQ Listing Rule 5830 and Rule 12d2-2 of the Securities
Exchange Act of 1934, will file a Form 25 with the Securities and
Exchange Commission to complete the delisting of the Company's
common stock.  The delisting becomes effective 10 days after the
Form 25 is filed with the Commission, and upon that effectiveness,
the Company's common stock will be removed from listing and
registration on the NASDAQ Stock Market.  The Company's common
stock currently trades under the "VLNCQ" symbol on the OTCQB
Marketplace.

                       About Valence Technology

Valence Technology, Inc., filed a Chapter 11 petition (Bankr. W.D.
Tex. Case No. 12-11580) on July 12, 2012, in its home-town in
Austin.  Founded in 1989, Valence develops lithium iron magnesium
phosphate rechargeable batteries.  Its products are used in hybrid
and electric vehicles, as well as hybrid boats and Segway personal
transporters.

The Debtor disclosed debt of $82.6 million and assets of
$31.5 million as of March 31, 2012.  Chairman Carl E. 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.

The U.S. Trustee for Region 7 has appointed five creditors to the
Committee of Unsecured Creditors in the bankruptcy case of the
Debtor.


VANDERRA RESOURCES: Hiring Munsch Hardt as Bankruptcy Counsel
-------------------------------------------------------------
Vanderra Resources, LLC, seeks Court authority to employ Munsch
Hardt Kopf & Harr, P.C. as its general bankruptcy counsel to
perform necessary legal services during the course of the case.

Munsch Hardt represented the Debtor in the preparation and filing
of its Chapter 11 petition and related documents.  According to
Vanderra Resources, Munsch Hardt is already familiar with the
Debtor's capital structure, financing documents, and other
material agreements, and is familiar with many of the potential
legal issues that may arise in the context of the Bankruptcy Case,
although Munsch Hardt's review of these issues, and preparation of
bankruptcy strategy, is ongoing.

Munsch Hardt has agreed to perform such legal services on an
hourly fee basis at its customary hourly rates for cases of the
size and complexity as the Bankruptcy Case.  Munsch Hardt's hourly
rates range from $695 for shareholders with the highest billing
rates, to $220 for paralegals with the lowest billing rates.

Munsch Hardt's hourly rates for the attorneys and
paraprofessionals who will most likely be working on the
Bankruptcy Case are:

          Kevin M. Lippman, Shareholder    $450 per hour
          Davor Rukavina, Shareholder      $385 per hour
                                           (reduced from $400/h)
          Jonathan L. Howell, Associate    $290 per hour
                                           (reduced from $300/h)
          Audrey Monlezun, Paralegal       $190 per hour

The Debtor has also agreed to reimburse Munsch Hardt for all out-
of-pocket expenses incurred by the firm.

Mr. Lippman attests that the shareholders and associates of Munsch
Hardt (i) do not have any connection with the Debtor, its
creditors, or any other party-in-interest or their respective
attorneys and accountants; (ii) do not have any connection with
the United States Trustee or any person employed in the Office of
the United States Trustee; (iii) are ?disinterested persons,? as
that term is defined in section 101(14) of the Bankruptcy Code;
and (iv) do not hold or represent any interest adverse to the
Debtor's Estate.

On Sept. 5, 2012, Munsch Hardt received a $200,000 retainer from
the Debtor for the benefit of, and the use by, the Debtor.  From
the retainer, Munsch Hardt was paid $25,239.63 for its prepetition
services and expenses (including the filing fee) on Sept. 7, 2012.
Accordingly, as of the Petition Date, $174,760.37 remains in
retainer, which Munsch Hardt will continue to hold and not apply
except as authorized by the Court.

                     About Vanderra Resources

Vanderra Resources LLC is an innovator and leader in the oil-field
services industry, providing one stop solutions for the setup of
drilling sites, including the construction of well site locations
and roads, compressor pads, pipelines, and frac ponds.

Vanderra Resources filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 12-45137) in Fort Worth, Texas, on Sept. 9, 2012. The
Debtor estimated assets and debts of at least $10 million.  The
Debtor filed for bankruptcy to address its legacy debt issues, to
finalize its restructuring into a smaller, more profitable
company, and to preserve and enhance its going concern value for
the benefit of its vendors, customers, creditors, employees, and
all stakeholders.

Bankruptcy Judge D. Michael Lynn oversees the Debtor's case.
Kevin M. Lippman, Esq., and Davor Rukavina, Esq., at Munsch Hardt
Kopf & Harr, P.C., serve as the Debtor's counsel.  The petition
was signed by George Langis, president and chief operating
officer.


VANDERRA RESOURCES: Files List of 20 Largest Unsecured Creditors
----------------------------------------------------------------
Vanderra Resources, LLC, filed with the Bankruptcy Court a list of
its creditors holding the 20 largest unsecured claims, disclosing:

     Name of Creditor           Nature of Claim   Amount of claim
     ----------------           ---------------   ---------------
Western Ag Enterprises, Inc.    Vendor              $2,043,134.70
8121 W. Harrison Street
Tolleson, AZ 85353

Holt CAT                        Vendor                $852,395.59
P.O. Box 911975
Dallas, TX 75391-1975
Fax: 817-367-0119

Inland Tarp & Liner             Vendor                $824,479.44
Euler Hermes Collection
369 Pine Street, Suite 410
San Francisco, CA 94108
Fax: 509-766-0414

National Pump & Compressor      Vendor                $762,988.07
P.O. Box 21160
Beaumont, TX 77720

Tioga Heaters                   Vendor                $508,119.30
9201 International Parkway
Minneapolis, MN 55428

Cleveland Brothers              Vendor                $341,582.05
P.O. Box 417094
Boston, MA 02241-7094

Ford Credit                     Vendor                $327,353.14
P.O. Box 650575
Dallas, TX 75265

Schmidt Oilfield Service        Vendor                $211,135.00
Venture

West Texas Plastics-PA          Vendor                $173,966.77

Clean Blast Services, Inc.      Vendor                $165,541.21

Enterprise FM Trust             Vendor                $155,130.61
Enterprise Fleet Management

Water Pipe Rental Inc.          Vendor                $150,873.78

United Rental Northwest, Inc.   Vendor                $146,547.71

Hertz/Service Pump              Vendor                $133,673.84
Hertz Equipment Rental
Company

Jared Murphy                    Unknown               $133,333.00

ELAN Corporate Payment          Vendor                $119,580.80
System

Bituminous                      Vendor                 $89,442.00

Warren Cat                      Vendor                 $86,114.30

RSC Equipment Rental                                   $75,335.98

Ag Equipment, Inc.                                     $74,740.00

According to the case docket, the Debtor is required to file its
schedules of assets and liabilities and statement of financial
affairs by Sept. 24, 2012.  The Debtor is to file a chaptr 11 plan
by Jan. 7, 2013.

                     About Vanderra Resources

Vanderra Resources LLC is an innovator and leader in the oil-field
services industry, providing one stop solutions for the setup of
drilling sites, including the construction of well site locations
and roads, compressor pads, pipelines, and frac ponds.

Vanderra Resources filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 12-45137) in Fort Worth, Texas, on Sept. 9, 2012. The
Debtor estimated assets and debts of at least $10 million.  The
Debtor filed for bankruptcy to address its legacy debt issues, to
finalize its restructuring into a smaller, more profitable
company, and to preserve and enhance its going concern value for
the benefit of its vendors, customers, creditors, employees, and
all stakeholders.

Bankruptcy Judge D. Michael Lynn oversees the Debtor's case.
Kevin M. Lippman, Esq., and Davor Rukavina, Esq., at Munsch Hardt
Kopf & Harr, P.C., serve as the Debtor's counsel.  The petition
was signed by George Langis, president and chief operating
officer.


VANDERRA RESOURCES: Sec. 341 Creditors' Meeting Set for Oct. 19
---------------------------------------------------------------
The U.S. Trustee in Dallas, Texas, will convene a Meeting of
Creditors in the Chapter 11 of Vanderra Resources, LLC, on
Oct. 19, 2012, at 10:30 a.m. at FTW 341 Rm 7A24.

Proofs of claim are due by Jan. 17, 2013.

                     About Vanderra Resources

Vanderra Resources LLC is an innovator and leader in the oil-field
services industry, providing one stop solutions for the setup of
drilling sites, including the construction of well site locations
and roads, compressor pads, pipelines, and frac ponds.

Vanderra Resources filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 12-45137) in Fort Worth, Texas, on Sept. 9, 2012. The
Debtor estimated assets and debts of at least $10 million.  The
Debtor filed for bankruptcy to address its legacy debt issues, to
finalize its restructuring into a smaller, more profitable
company, and to preserve and enhance its going concern value for
the benefit of its vendors, customers, creditors, employees, and
all stakeholders.

Bankruptcy Judge D. Michael Lynn oversees the Debtor's case.
Kevin M. Lippman, Esq., and Davor Rukavina, Esq., at Munsch Hardt
Kopf & Harr, P.C., serve as the Debtor's counsel.  The petition
was signed by George Langis, president and chief operating
officer.


VANDERRA RESOURCES: Wants to Use Cash Collateral for 9 Months
-------------------------------------------------------------
One day after filing for bankruptcy, Vanderra Resources, LLC,
filed an emergency motion for interim and final use of cash tied
to its pre-bankruptcy loan obligations to pay employees, purchase
fuel, rent equipment, purchase material, pay rent for its yards,
pay for utilities, and pay for insurance, among other things.

The Debtor requests Court authority to use Cash Collateral on an
emergency, interim basis, for the period from the Petition Date to
Oct. 5, 2012, or such other date that the Court holds a final
hearing.  Thereafter, the Debtor proposes to use Cash Collateral
for an additional eight-month period.

The Debtor has accounts receivable and cash on hand as of the
Petition Date, and will generate postpetition revenue, all of
which could constitute "Cash Collateral" as that term is defined
by 11 U.S.C. Section 363(a) of PlainsCapital Bank and Stone Arch
Capital II.

As of the petition date, Vanderra owed PlainsCapital Bank at least
(a) $4,179,175 on a prepetition revolving line of credit, (b)
$5,730,153 on a term note.  Vanderra also owed $3,000,000 to Stone
Arch under a subordinated note.

The Debtor proposes to grant the Bank and Stone Arch replacement
liens in all postpetition like-kind collateral, to the extent of
any diminution in value of Cash Collateral, and with the same
priority, validity, and subject to avoidance as existed
prepetition.  The Bank and Stone Arch would also be granted a
superpriority administrative claim under 11 U.S.C. Section 507(b)
to the extent of any failure of adequate protection concerning the
Debtor's use of Cash Collateral. Both the replacement liens and
superpriority administrative claims would be subject to reasonable
carve-outs for U.S. Trustee fees and for approved professional
fees and expenses incurred in the Bankruptcy Case.

The Debtor acknowledges that, to use Cash Collateral, it must
provide adequate protection to the Bank.  Whatever the forms of
adequate protection may be under section 361 of the Bankruptcy
Code, one conclusion is clear: if the Bank does not suffer a
diminution in the value of its cash collateral as a result of the
Debtors' usage thereof, then the Bank is adequately protected.
Moreover, the Debtor believes that it may avoid the Bank's
interest in some or all of the Cash Collateral under section 547
and other sections of the Bankruptcy Code.

                     About Vanderra Resources

Vanderra Resources LLC is an innovator and leader in the oil-field
services industry, providing one stop solutions for the setup of
drilling sites, including the construction of well site locations
and roads, compressor pads, pipelines, and frac ponds.

Vanderra Resources filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 12-45137) in Fort Worth, Texas, on Sept. 9, 2012. The
Debtor estimated assets and debts of at least $10 million.  The
Debtor filed for bankruptcy to address its legacy debt issues, to
finalize its restructuring into a smaller, more profitable
company, and to preserve and enhance its going concern value for
the benefit of its vendors, customers, creditors, employees, and
all stakeholders.

Bankruptcy Judge D. Michael Lynn oversees the Debtor's case.
Kevin M. Lippman, Esq., and Davor Rukavina, Esq., at Munsch Hardt
Kopf & Harr, P.C., serve as the Debtor's counsel.  The petition
was signed by George Langis, president and chief operating
officer.


VANDERRA RESOURCES: Has $700,000 DIP Loan From PlainsCapital Bank
-----------------------------------------------------------------
Vanderra Resources, LLC, asks the Bankruptcy Court for permission
to borrow up to $700,000 in debtor-in-possesion financing to be
provided by its prepetition lender, PlainsCapital Bank.

Vanderra owes PlainsCapital Bank at least (a) $4,179,175 on a
prepetition revolving line of credit, (b) $5,730,153 on a term
note.  Vanderra also owes $3,000,000 to Stone Arch Capital II,
L.P. under a subordinated note.

In seeking DIP financing, the Debtor said it needs a reliable
source of financing to (a) alleviate potential cash-flow
difficulties that may arise with operations and (b) reassure
suppliers, customers, employees, and taxing authorities of its
continued viability during the bankruptcy case.   Absent immediate
use of the DIP Financing, the Debtor said it may be required to
shut down to the detriment of creditors, employees, and other
parties in interest.

Pursuant to the terms of the DIP loan, up to $500,000 would be
available to the Debtor on an interim basis.  In exchange, the
Debtor proposes to grant adequate protection to the Prepetition
Lender, whose liens and security interests are being primed by the
DIP Financing.  The Debtor will also grant certain superpriority
claims to the DIP Lender payable from, and having recourse to, all
pre- and postpetition property of the Debtor and the Estate,
excluding all causes of action under chapter 5 of the Bankruptcy
Code, and subject to a carve-out for (i) statutory fees payable to
the U.S. Trustee pursuant to 28 U.S.C. Sec. 1930(a)(6); and  (ii)
fees payable to the Clerk of the Court.

The DIP loan calls for Interest Rate of 6% per annum.  No
Transaction or Bank Fees are payable.

The DIP loan will terminate on the earliest of (a) Jan. 10, 2013,
at 5:00 P.M. (Central Standard Time), (b) the effective date of a
confirmed plan of reorganization for the Borrower, and (c) the
date on which the Bankruptcy Court approves the extension of any
other credit facility to the Debtor.

                     About Vanderra Resources

Vanderra Resources LLC is an innovator and leader in the oil-field
services industry, providing one stop solutions for the setup of
drilling sites, including the construction of well site locations
and roads, compressor pads, pipelines, and frac ponds.

Vanderra Resources filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 12-45137) in Fort Worth, Texas, on Sept. 9, 2012. The
Debtor estimated assets and debts of at least $10 million.  The
Debtor filed for bankruptcy to address its legacy debt issues, to
finalize its restructuring into a smaller, more profitable
company, and to preserve and enhance its going concern value for
the benefit of its vendors, customers, creditors, employees, and
all stakeholders.

Bankruptcy Judge D. Michael Lynn oversees the Debtor's case.
Kevin M. Lippman, Esq., and Davor Rukavina, Esq., at Munsch Hardt
Kopf & Harr, P.C., serve as the Debtor's counsel.  The petition
was signed by George Langis, president and chief operating
officer.


VHGI HOLDINGS: CEO & CFO Quit; Paul Risinger Named New CEO
----------------------------------------------------------
Douglas P. Martin resigned from his positions as a member of the
the Board of Directors and as Chief Executive Officer of VHGI
Holdings, Inc., effective Sept. 10, 2012.

In addition, Vito G. Pontrelli resigned from his position as the
Company's Chief Financial Officer effective as of Sept. 11, 2012,
for personal reasons.

Effective Sept. 10, 2012, Paul R. Risinger, 58, was appointed as
the Company's Chief Executive Officer and as a member of the Board
of Directors.  Mr. Risinger has served as president of the
Company's wholly owned subsidiary, VHGI Coal, Inc., since February
of 2012, and prior to that had served as president of Lily Group,
Inc., which he founded in July of 2008.  From 1987 until August of
2012, Mr. Risinger also served as president of Risinger Insurance
Agency, an independent multi-line insurance agency with over
12,000 policy holders.

                        About VHGI Holdings

Fort Worth, Tex.-based VHGI Holdings, Inc., is a holding company
with revenue streams from the following business segments: (a)
precious metals (b) oil and gas (c) coal and (d) medical
technology.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Siler & Hardy, P.C., in Salt Lake City,
Utah, expressed substantial doubt about VHGI Holdings' ability to
continue as a going concern.  The independent auditors noted that
the Company has incurred substantial losses and has a working
capital deficit.

The Company reported a net loss of $5.43 million on $499,600 of
revenues for 2011, compared with a net loss of $1.67 million on
$482,300 of revenues for 2010.

The Company's balance sheet at March 31, 2012, showed $49.06
million in total assets, $48.54 million in total liabilities and
$524,106 in total stockholders' equity.

In its auditors' report on the Company's consolidated financial
statements for the year ended Dec. 31, 2011, Pritchett, Siler &
Hardy, P.C., in Salt Lake City, Utah, expressed substantial doubt
about VHGI Holdings' ability to continue as a going concern.  The
independent auditors noted that the Company has incurred
substantial losses and has a working capital deficit.


VIKING SYSTEMS: Hughes Capital Discloses 6.8% Equity Stake
----------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Hughes Capital Investors, LLC, and its affiliates
disclosed that, as of Sept. 12, 2012, they beneficially own
4,965,269 shares of common stock of Viking Systems, Inc.,
representing 6.84% based upon 72,554,620 shares of common stock
issued and outstanding as of Aug. 13, 2012.  A copy of the filing
is available for free at http://is.gd/GC2DRM

                       About Viking Systems

Based in Westborough, Massachusetts, Viking Systems, Inc. (OTCBB:
VKNG.OB) -- http://www.vikingsystems.com/-- is a developer,
manufacturer and marketer of visualization solutions for complex
minimally invasive surgery.  The Company partners with medical
device companies and healthcare facilities to provide surgeons
with proprietary visualization systems enabling minimally invasive
surgical procedures, which reduce patient trauma and recovery
time.

Viking Systems reported a net loss applicable to common
shareholders of $2.92 million in  2011, compared with a net loss
applicable to common shareholders of $2.43 million in 2010.

The Company's balance sheet at June 30, 2012, showed $4.71 million
in total assets, $3.10 million in total liabilities and
$1.61 million in total stockholders' equity.


VS FOX: Amends List of Largest Unsecured Creditors
--------------------------------------------------
VS Fox Ridge, LLC, has amended anew its list of its largest
unsecured creditors.  The most recent list amends Richard Stapp's
claim from $225,000 to $250,000, and Steven & Victoria
Christensen's claim from $31,000 to $25,000.  The list also
removes the claim of White & Rasmusen, LLC.

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Forge Investments Ut, LLC          --                  $22,500,000
2222 South Main Street, Suite 2200
Salt Lake City, UT 84101

Forge Investments Ut, LLC          --                   $2,500,000
2222 South Main Street, Suite 2200
Salt Lake City, UT 84101

McKay Christensen                  --                   $1,500,000
2720 Shady Hollow Lane
Lehi, UT 84043

RR Penga, LLC                      --                     $925,000

Richard Stapp                      --                     $250,000

Mitchel & Barlow P.C.              --                     $100,000

Steven & Victoria Christensen      --                      $25,000

                        About VS Fox Ridge

VS Fox Ridge, LLC, filed a bare-bones Chapter 11 petition (Bankr.
D. Utah Case No. 12-28001) in Salt Lake City on June 20, 2012.
Alpine, Utah-based VS Fox Ridge scheduled $95,600,103 in assets
and $27,814,802 in liabilities.

Equity owners Stephen and Victoria Christensen simultaneously
sought Chapter 11 protection (Case No. 12-28010).

Judge Joel T. Marker presides over the case.  Matthew M. Boley,
Esq., at Parsons Kinghorn Harris, PC, serves as counsel.  The
petition was signed by Stephen Christensen, manager.


VS FOX RIDGE: Amends Schedules of Assets and Liabilities
--------------------------------------------------------
VS Fox Ridge, LLC, filed with the U.S. Bankruptcy Court for the
District of Utah amended schedules of assets and liabilities,
disclosing:

     Name of Schedule                    Assets       Liabilities
     ----------------                 ------------   ------------
A - Real Property                               $0
B - Personal Property                 $100,600,103
C - Property Claimed as Exempt
D - Creditors Holding Secured Claims                           $0
E - Creditors Holding Unsecured
       Priority Claims                                         $0
F - Creditors Holding Unsecured
       Non-Priority Claims                            $27,800,000
                                      ------------    -----------
                                      $100,600,103    $27,800,000

The Debtor disclosed $95,600,103 in assets and $27,814,802 in
liabilities in the original schedules.

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

              http://bankrupt.com/misc/vsfox.sal.doc45.pdf

                        About VS Fox Ridge

VS Fox Ridge, LLC, filed a bare-bones Chapter 11 petition (Bankr.
D. Utah Case No. 12-28001) in Salt Lake City on June 20, 2012.
Alpine, Utah-based VS Fox Ridge scheduled $95,600,103 in assets
and $27,814,802 in liabilities.

Equity owners Stephen and Victoria Christensen simultaneously
sought Chapter 11 protection (Case No. 12-28010).

Judge Joel T. Marker presides over the case.  Matthew M. Boley,
Esq., at Parsons Kinghorn Harris, PC, serves as counsel.  The
petition was signed by Stephen Christensen, manager.


VS FOX RIDGE: Employs Parsons Kinghorn as Gen. Bankruptcy Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Utah has granted VS
Fox Ridge, LLC, permission to employ Matthew M. Boley, Esq., and
the Salt Lake City law firm of Parsons Kinghorn Harris, P.C., as
general bankruptcy counsel for the Debtor.

Parsons Kinghorn professionals bill:

          Matthew M. Boley              $275 per hour
          George B. Hofmann             $285 per hour
          Steven C. Strong              $285 per hour
          Victor Copeland               $150 per hour
          Bonnie Hamp, paralegal        $125 per hour
          Liliana Radon, paralegal       $75 per hour

          Diana Haney, legal assistant
             and project assistant       $65 per hour

Parsons requested a $75,000 initial retainer, including the
$25,000 advanced by the Debtor prepetition, plus additional funds
once the initial retainer is exhausted.  Parsons wants the Debtor
to pay the remaining balance in $25,000 installments by July 31
and by Aug. 31.  Parsons reserves the right to accelerate the
payment dates if it is asked to provide services not coverged by
the retainer funds on deposit.

                        About VS Fox Ridge

VS Fox Ridge, LLC, filed a bare-bones Chapter 11 petition (Bankr.
D. Utah Case No. 12-28001) in Salt Lake City on June 20, 2012.
Alpine, Utah-based VS Fox Ridge scheduled $95,600,103 in assets
and $27,814,802 in liabilities.

Equity owners Stephen and Victoria Christensen simultaneously
sought Chapter 11 protection (Case No. 12-28010).

Judge Joel T. Marker presides over the case.  Matthew M. Boley,
Esq., at Parsons Kinghorn Harris, PC, serves as counsel.  The
petition was signed by Stephen Christensen, manager.


WALLDESIGN INC: Can Employ Allan Villanueva CPA as Tax Preparer
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has granted Walldesign Inc., permission to employ Alan Villanueva,
CPA, as tax preparer.

As reported in the TCR on Aug. 23, 2012, the Debtor needs to file
with the Internal Revenue Service and appropriate state agencies
federal and state income tax returns for the fiscal year ending
Oct. 31, 2011.  Mr. Villanueva will provide services to the Debtor
in accordance with that certain Tax Consulting Master Services
Agreement and the Master services agreement Addendum, to render to
the Debtor these services:

   a. preparation and filing of IRS Form 1120S tax return for the
      Debtor;

   b. preparation and filing of California Form 100 S tax return
      for the Debtor; and

   c. preparation and filing of Arizona Form 120S for the Debtor.

Mr. Villanueva estimates that his fees for preparing the 2010 tax
returns will be $5,500.  The fees will be billed on an hourly
basis and he will bill his time at the rate of $200 per hour.  The
Debtor will be responsible for reasonable out-of-pocket costs and
expenses for certain support activities and are estimated to be
$500 or less.

Mr. Villanueva attests to the Court that he does not hold or
represent any interest materially adverse to the Debtor or the
Debtor's estate, and the firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.

                        About Walldesign

Walldesign Inc., incorporated in 1983, has been in the business of
installing drywall, insulation, plaster and providing related
services to single and multi-family construction projects
throughout California, Nevada and Arizona for over 20 years.
Customers include some of the largest homebuilders in the United
States, such as Pulte, DR Horton, K. Hovnanian, Toll Brothers and
KB Homes.  In fiscal 2011, Walldesign generated more than $43.5
million in annual revenues.

Walldesign, based in Newport Beach, California, said the global
credit crisis that occurred in the third quarter of 2008 had a
severe negative impact on its business: capital for construction
projects dried up, buyers vacated the market for new homes and
profit margins on new jobs eroded.  Although it has significantly
downsized its operations in an effort to remain profitable in the
recessionary conditions, cash flow problems arose during this
process.  These problems slowed payments to vendors, precipitating
collection lawsuits forcing it to seek Chapter 11 protection
(Bankr. C.D. Calif. Case No. 12-10105) on Jan. 4, 2012.

Judge Robert N. Kwan presides over the case.  Marc J. Winthrop,
Esq., Sean A. O'Keefe, Esq., and Jeannie Kim, Esq., at Winthrop
Couchot, serve as the Debtor's counsel.  In its petition, the
Debtor estimated $10 million to $50 million in assets and debts.
The petition was signed by Michael Bello, chief executive officer.

An official committee of unsecured creditors has been appointed in
the case.  The Committee tapped Jones Day as its counsel.


WALLDESIGN INC: Committee Can Retain Jones Day as Counsel
---------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has granted the Official Committee of Unsecured Creditors of
Walldesign Inc., permission to retain Jones Day as counsel to the
Committee, nunc pro tunc to May 15, 2012.

As reported in the TCR on Aug. 23, 2012, Jones Day will, among
other things, assist and advise the Committee in its consultation
with the Debtor and other parties in interest relative to the
administration of the case, and attend meetings and negotiate with
representatives of the Debtor and other parties in interest at
these hourly rates:

      Sidney P. Levinson, Business
      Restructuring & Reorganization Partner         $800

      Joshua M. Mester, Business
      Restructuring & Reorganization Partner         $750

      Jason R. Wolf, Business Restructuring
      & Reorganization Associate                     $625

To the best of the Committee's knowledge, Jones Day does not hold
or represent any interest materially adverse to the Debtor or the
Debtor's estate, and the firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.

                        About Walldesign

Walldesign Inc., incorporated in 1983, has been in the business of
installing drywall, insulation, plaster and providing related
services to single and multi-family construction projects
throughout California, Nevada and Arizona for over 20 years.
Customers include some of the largest homebuilders in the United
States, such as Pulte, DR Horton, K. Hovnanian, Toll Brothers and
KB Homes.  In fiscal 2011, Walldesign generated more than $43.5
million in annual revenues.

Walldesign, based in Newport Beach, California, said the global
credit crisis that occurred in the third quarter of 2008 had a
severe negative impact on its business: capital for construction
projects dried up, buyers vacated the market for new homes and
profit margins on new jobs eroded.  Although it has significantly
downsized its operations in an effort to remain profitable in the
recessionary conditions, cash flow problems arose during this
process.  These problems slowed payments to vendors, precipitating
collection lawsuits forcing it to seek Chapter 11 protection
(Bankr. C.D. Calif. Case No. 12-10105) on Jan. 4, 2012.

Judge Robert N. Kwan presides over the case.  Marc J. Winthrop,
Esq., Sean A. O'Keefe, Esq., and Jeannie Kim, Esq., at Winthrop
Couchot, serve as the Debtor's counsel.  In its petition, the
Debtor estimated $10 million to $50 million in assets and debts.
The petition was signed by Michael Bello, chief executive officer.

An official committee of unsecured creditors has been appointed in
the case.  The Committee tapped Jones Day as its counsel.


WARNER SPRINGS: Court Won't Convert Case & Remove Management
------------------------------------------------------------
The Pala Band of Mission Indians failed to obtain Court approval
of its motion to convert Warner Springs Ranchowners Association's
bankruptcy case to Chapter 7 liquidation, or in the alternative,
appoint a Chapter 11 trustee.  The Court, however, held that the
appointment of a trustee is denied "without prejudice to renew."

Pala Band alleged in its motion:

   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.

The Ad Hoc Committee of UDI Owners/Creditors filed a limited
joinder to the Pala Band's motion.

The Debtor opposed Pala's request and claimed that Pala's
allegations are a combination of biased, incorrect, misplaced and
exaggerated statements.  The Debtor said that, contrary to Pala's
allegations, it 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 explained 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 said 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 prepetition contract
price.

In denying Pala's request, Judge Louise DeCarl Adler held, "While
Court agrees that this debtor is not an eleemosynary institution
which may not be converted to Ch. 7 involuntarily, Court also
finds that movant has not demonstrated cause under Sec. 1112(b).
There is insufficient evidence of post-petition wrongdoing,
mismanagement or incompetence by the Board to find cause to
convert.  Further, it is too early to find 'cause' for failure to
file a plan, for continuing loss or diminution of the estate [a
loss, in part, contributed to by movant who has refused to pay its
UDI assessment dues], and to find inability to reorganize within a
reasonable period of time.  Debtor seems to be making progress. It
has filed a Sec. 363(h) action to sell the property, and has hired
a broker to market the property.  Involuntary conversion would
likely depress the market value of the debtor, benefiting no one
except movant."

As to the appointment of a trustee, the judge ruled, "Court finds
insufficient evidence to warrant appointment a trustee under Sec.
1104(a)(1) [fraud, dishonesty, incompetence or gross mismanagement
by current management].  Under Sec. 1104(a)(2), while the largest
non-debtor UDI owner (Pala) and some UDI holders on the
so-called Ad Hoc Committee [numbers of holders unknown] support
appointment, the debtor's UDI interests oppose appointment of a
trustee.  It appears there has been significant tension between
the Board and certain UDI holders which has continued post-
petition, however, Court has insufficient evidence to support
movant's 'rudderless ship' accusation.  Debtor appears to
be moving forward on its effort to sell the Ranch and until there
is evidence that the in-fighting is affecting progress in this
case, invoking Sec. 1104(a)(2) seems premature."

                     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.


WATERLOO GARDENS: Chapter 11 Bankruptcy Stings Two Suppliers
------------------------------------------------------------
Maria Panaritis at the Philadelphia Inquirer reports that Lederer
Greenhouses Inc. and George Didden Greenhouses Inc. learned the
hard way that extending credit to an old client, Waterloo Gardens,
can sometimes sting -- badly.

According to the report, the $72,295 that Waterloo owes third-
generation Lederer and the $157,776 owed to fourth-generation
Didden are among the 20 largest unsecured Waterloo debts in a
class of creditors that, according to the rules of the road, will
be nearly last in line to be repaid once all is said and done.
And what they get may be mere scraps.

The report says the amount Waterloo owes represents 10% of
Lederer's annual revenue.  At Didden, Waterloo's annual purchases
accounted for about 5% of business.  "This is probably the fifth
bankruptcy we've been through," the report quotes Didden president
Ken Ruch as saying.

The report adds, for months leading up to the Waterloo bankruptcy,
both vendors had agreed to lighten terms of payment.  According to
the report, by extending credit -- often with nothing more than a
handshake and trust built over many years -- it is hoped a vendor
is helping a client stay healthy enough to keep ordering supplies.
It's a win-win -- unless, of course, it becomes a big, ugly loss.

The report notes Lederer and Didden's stress that their businesses
remain healthy, despite the aggravation.  There have been no
layoffs owing to the nonpayment of Waterloo's debt.

Waterloo Gardens, Inc., and Waterloo Landscaping, Inc., sought
Chapter 11 protection (Bankr. E. D. Penn. Case Nos. 12-16080 and
Case No. 12-16081) on June 26, 2012, in Philadelphia,
Pennsylvania.  Albert A. Ciardi, III, Esq., and Jennifer E.
Cranston, Esq., at Ciardi Ciardi & Astin, P.C., serves as counsel
to the Debtors.  Waterloo Gardens estimated up to $10 million in
assets and up to $50 million in debts.


WINTDOTS DEVELOPMENT: Kennedy Funding Joins Bid to Dismiss Case
---------------------------------------------------------------
Kennedy Funding, as agent for certain co-lenders, the holder of
claims secured by certain real property of Wintdots Development
LLC, consents to the motion filed by Donald F. Walton, United
States Trustee for Region 21 to convert Wintdots' Chapter 11 case
to Chapter 7 or, in the alternative, to dismiss the case.

As reported by the Troubled Company Reporter on Aug. 17, 2012, the
U.S. Trustee argued that the Debtor has not yet filed a plan or
disclosure statement, and is delinquent in the payment of
quarterly fees due to the U.S. Trustee in an amount estimated to
be not less than $975.  According to the U.S. Trustee, the
Debtor's failure to timely file monthly operating reports, timely
file a disclosure statement and plan, and pay quarterly fees is in
violation of its statutory obligations and constitutes cause for
dismissal or conversion of the case.

A hearing on the U.S. Trustee's motion was scheduled for Sept. 13.

                    About Wintdots Development

Wintdots Development, LLC, filed a Chapter 11 petition (Bankr. D.
V.I. Case No. 12-30003) in its hometown in St. Thomas, Virgin
Islands on March 11, 2011.  The Debtor disclosed $56.42 million in
assets and $10.79 million in liabilities in its schedules.

The Debtor has three properties totaling 21 acres in St. Thomas
that are valued at $56.40 million.  Each of the properties secures
a $9.60 million first lien debt to Kennedy Funding, Inc., and a
$225,000 second lien debt to Marvin & Evelyn Freund.

Delaware bankruptcy judge Mary F. Walrath oversees the case.
Benjamin A. Currence P.C., represents the Debtor.


WISP RESORT: Recreational Seeks Access to Cash Until Nov. 18
------------------------------------------------------------
Recreational Industries, Inc., a debtor-affiliate of D.C.
Development LLC, asks the U.S. Bankruptcy Court for authority to
use cash collateral through Nov. 18, 2012.

Recreational Industries said it is currently working closely with
SSG Capital Advisors, LLC, its investment banker, to pursue (i)
the possible sale of all or substantially all of the assets of the
Debtor; (ii) a private placement financing alternatives available
to the Debtor, if any, involving raising debt and/or equity
capital; and (iii) the restructuring the Debtor's existing credit
facilities.  To date, SSG has secured at least four letters of
intent from interested parties and the Debtor is in active
negotiations.

Recreational and its debtor-affiliates are in the process of
finalizing letters of intent with two potential purchasers.  Both
letters of intent anticipate a due diligence period of roughly 45
days from the execution of the letters of intent.

Among Recreational's assets are cash and accounts receivable from
the operation of the resort and resort amenities.

The Debtor's principal secured creditor is First United Bank.
Branch Banking and Trust Company also asserts liens in some
portion of the Debtor's cash collateral.

                     About Wisp Resort et al.

Recreational Industries, Inc., D.C. Development, LLC, Wisp Resort
Development, Inc., and The Clubs at Wisp, LLC, operate a ski
resort and real estate development companies located in Garrett
County, Maryland generally known as Wisp Resort.  The Wisp Resort
comprises approximately 2,200 acres of master planned and fully
entitled land, 32 ski trails covering 132 acres of skiable terrain
with 12 lifts and two highly-rated golf courses.

Financial problems were caused by a guarantee given to Branch
Banking & Trust Co. to secure a $29.6 million judgment the bank
obtained on a real estate development within the property.

Recreational Industries, D.C. Development, Wisp Resort Development
and The Clubs at Wisp filed for Chapter 11 bankruptcy (Bankr. D.
Md. Lead Case No. 11-30548) on Oct. 15, 2011.  D.C. Development
disclosed $91,155,814 in assets and $46,141,245 in liabilities as
of the Chapter 111 filing.

The Debtors engaged Logan, Yumkas, Vidmar & Sweeney LLC as counsel
and tapped Invotex Group as financial restructuring consultant.
SSG Capital Advisors, LLC, serves as exclusive investment banker
to the Debtors.  The Official Committee of Unsecured Creditors has
tapped Cole, Schotz, Meisel, Forman & Leonard, P.A. as counsel.


WISP RESORT: Seeking 60-Day Extension of Exclusivity
----------------------------------------------------
Bankruptcy Judge Wendelin I. Lipp on Sept. 12 signed off on a
stipulation and consent order extending the time for First United
Bank and Trust through and including Sept. 11, 2012, to respond to
the Motion for Fourth Extension of Exclusive Periods to File Plan
of Reorganization and Obtain Acceptances Thereto by 60 Days filed
by D.C. Development, LLC, Recreational Industries, INC., Wisp
Resort Development, Inc., The Clubs at Wisp, LLC.  A copy of the
stipulation is available at http://is.gd/RkruBLfrom Leagle.com.

Joel I. Sher, Esq., at Shapiro Sher Guinot & Sandler, in
Baltimore, Maryland, represents First United Bank and Trust.

The Debtors have filed a motion are asking the U.S. Bankruptcy
Court to extend the exclusive periods within which only they can
file a plan through and including Nov. 9, 2012, and the period to
secure acceptance of a plan through and including Dec. 9, 2012.

                     About Wisp Resort et al.

Recreational Industries, Inc., D.C. Development, LLC, Wisp Resort
Development, Inc., and The Clubs at Wisp, LLC, operate a ski
resort and real estate development companies located in Garrett
County, Maryland generally known as Wisp Resort.  The Wisp Resort
comprises approximately 2,200 acres of master planned and fully
entitled land, 32 ski trails covering 132 acres of skiable terrain
with 12 lifts and two highly-rated golf courses.

Financial problems were caused by a guarantee given to Branch
Banking & Trust Co. to secure a $29.6 million judgment the bank
obtained on a real estate development within the property.

Recreational Industries, D.C. Development, Wisp Resort Development
and The Clubs at Wisp filed for Chapter 11 bankruptcy (Bankr. D.
Md. Lead Case No. 11-30548) on Oct. 15, 2011.  D.C. Development
disclosed $91,155,814 in assets and $46,141,245 in liabilities as
of the Chapter 111 filing.

The Debtors engaged Logan, Yumkas, Vidmar & Sweeney LLC as counsel
and tapped Invotex Group as financial restructuring consultant.
SSG Capital Advisors, LLC, serves as exclusive investment banker
to the Debtors.  The Official Committee of Unsecured Creditors has
tapped Cole, Schotz, Meisel, Forman & Leonard, P.A. as counsel.


WISP RESORT: Hires Rial & Associates as Lending Consultant
----------------------------------------------------------
Recreational Industries, Inc., D.C. Development, LLC, Wisp Resort
Development, Inc., and The Clubs at Wisp, LLC, ask the U.S.
Bankruptcy Court for permission to employ R. Hugh Rial of Rial &
Associates LLC as banking and commercial lending consultant.

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

The firm will:

  (a) review and analyze loan documents, correspondence and files;

  (b) evaluate the banking practices, procedures and conduct
      employed by Branch Banking and Trust Company  concerning the
      loans; and

  (c) provide an opinion with respect to lender liability issues
      that may be present with respect to the BBT loans.

The firm will be compensated by the Debtors for its services
actually rendered on an hourly basis.  Mr. Rial's current hourly
rate is $425; however, he has agreed to provide his services at an
hourly rate of $390 for this engagement.  Mr. Rial's hourly rate
for travel time is $125.

                     About Wisp Resort et al.

Recreational Industries, Inc., D.C. Development, LLC, Wisp Resort
Development, Inc., and The Clubs at Wisp, LLC, operate a ski
resort and real estate development companies located in Garrett
County, Maryland generally known as Wisp Resort.  The Wisp Resort
comprises approximately 2,200 acres of master planned and fully
entitled land, 32 ski trails covering 132 acres of skiable terrain
with 12 lifts and two highly-rated golf courses.

Financial problems were caused by a guarantee given to Branch
Banking & Trust Co. to secure a $29.6 million judgment the bank
obtained on a real estate development within the property.

Recreational Industries, D.C. Development, Wisp Resort Development
and The Clubs at Wisp filed for Chapter 11 bankruptcy (Bankr. D.
Md. Lead Case No. 11-30548) on Oct. 15, 2011.  D.C. Development
disclosed $91,155,814 in assets and $46,141,245 in liabilities as
of the Chapter 111 filing.


WOLVERINE PROCTOR: No Evidentiary Hearing on Report, Legal Fees
---------------------------------------------------------------
Bankruptcy Judge Joan N. Feeney denied the request of a claimant
for an evidentiary hearing on the final report filed by the
Chapter 7 trustee for Wolverine Proctor & Schwartz, LLC, and on
the various requests for compensation.

The Court noted that, except for his recent purchase of a small
claim for the sole purpose of obtaining standing to be heard in
the case, Peter A. Crawford does not hold an allowed claim in the
case.  Notwithstanding his tenuous standing stemming from his
recent purchase of a claim in the amount of $60.52, the Court
permitted Mr. Crawford an opportunity to be heard on his Objection
to the various Applications for compensation at the hearing held
on April 12, 2012.  Mr. Crawford requested an evidentiary hearing
on his Objection.  The Court denies that request and will rule on
his Objection based upon the record of proceedings in the case.
The Court finds that the material facts necessary to decide the
contested matter are not in dispute and that an evidentiary
hearing is unnecessary and unwarranted.

The matters before the Court for determination are:

     1) the Chapter Trustee's Final Report;

     2) the Fifth and Final Application of Lynne F. Riley, the
        Chapter 7 Trustee, for Compensation and Reimbursement
        of Expenses;

     3) the Sixth and Final Application of Riley Law Group LLC
        for Compensation and Reimbursement of Expenses as
        Co-counsel to the Chapter 7 Trustee;

     4) the Sixth and Final Application of Janet E. Bostwick,
        PC for Compensation and Reimbursement of Expenses as
        Co-Counsel to the Chapter 7 Trustee;

     5) the Sixth and Final Application for Fees and Expenses
        of Accountant for the Chapter 7 Trustee, Verdolino &
        Lowey, P.C.;

     6) the Trustee's Supplement to Final Report and Applications
        for Compensation of Trustee's Professionals; and

     7) Mr. Crawford's Objection to the Trustee's Final Report
        and the Applications for Compensation.

In its ruling, the Court:

     -- approves the Chaptr 7 Trustee's request for a commission
        in the sum of $348,602.85 and for reimbursement of the
        Trustee's expenses in the sum of $3,424.75;

     -- approves the Sixth and Final Application of V&L and awards
        it total compensation of $484,210.00 in fees and
        $32,079.71 for reimbursement of expenses;

     -- allows in part and denies in part the Sixth and Final
        Application of the Riley firm and awards the Riley firm
        the sum of $995,144.20 as final compensation for legal
        services and $4,945.84 for reimbursement of expenses.

     -- The Court allows in part and denies in part the Sixth
        and Final Application of Janet E. Bostwick, P.C. and
        awards Attorney Bostwick the sum of $666,120.25 as final
        compensation for legal services and the sum of $10,948.58
        as reimbursement for expenses.

A copy of the Court's Sept. 10, 2012 Memorandum is available at
http://is.gd/L5voz7from Leagle.com.

Wolverine, Proctor & Schwartz, LLC, filed a voluntary Chapter 7
petition (Bankr. D. Mass. Case No. 06-10815) on April 1, 2006.  In
its amended Schedules, the Debtor disclosed $3.9 million in assets
and $6.6 million in liabilities.  Lynne F. Riley serves as the
Chapter 7 Trustee.


* Fitch Publishes Annual 'Credit Encyclo-Media' Report
------------------------------------------------------
Fitch Ratings has published the fifth edition of its annual
'Credit Encyclo-Media' report.  This approximately 500 page piece
outlines the key credit, operating, and market trends in the Media
and Entertainment sector.

In this edition, Fitch includes an event risk analysis covering 11
event risk categories for each rated issuer.  The report also
includes rating drivers, excerpts from company transcripts
relating to financial policy, portfolio summaries, corporate
governance overviews, pension screeners, revenue/EBITDA segment
pie charts, revenue by geography pie charts, organizational debt
diagrams, covenant analysis, maturity schedules, and financial
summaries for Fitch's rated portfolio.

Fitch's new report addresses issues related to disruptive
technologies, over-the-top content distribution, tablets and e-
books, retransmission and reverse compensation, cloud storage, and
media measurement.  It also provides an overview, outlook and
volatility analysis for 27 different sub-sectors.  Through various
analyses/charts, Fitch ranks these sub-sectors by economic
sensitivity, hit-driven variability and secular issues.

In addition, Fitch analyzes key credit trends in the Media and
Entertainment sector including:

  -- Liquidity
  -- Short-term Ratings / Commercial Paper
  -- Regulatory and FCPA
  -- Event Risk
  -- Tax & Accounting Issues
  -- Unions
  -- Acquisitions
  -- Default Trends
  -- Debt Exchanges
  -- Parent Subsidiary Relationships
  -- Lease Treatment
  -- Pensions
  -- Hybrid Securities
  -- Recovery and Notching
  -- Corporate Governance
  -- Covenants

Fitch rated Media & Entertainment rated portfolio includes:

Diversified Media

  -- CBS Corporation ('BBB'; Outlook Stable)
  -- Cox Enterprises ('BBB+'; Outlook Stable)
  -- Discovery Communications LLC ('BBB'; Outlook Stable)
  -- Liberty Media LLC ('BB'; Outlook Stable)
  -- The McGraw-Hill Companies ('A-'; Outlook Stable)
  -- News Corporation ('BBB+'; Outlook Stable)
  -- Thomson Reuters Corporation ('A-'; Outlook Stable)
  -- Time Warner Inc.('BBB'; Outlook Positive)
  -- Viacom, Inc. ('BBB+'; Outlook Stable)
  -- The Walt Disney Company ('A'; Outlook Stable)

Publishing, Printing, Outdoor, TV and Radio Broadcasting

  -- Belo ('BB'; Outlook Stable)
  -- Clear Channel Communications, Inc. ('CCC'; Outlook Stable)
  -- Clear Channel Worldwide Holdings Inc. ('B'; Outlook Stable)
  -- Houghton Mifflin Harcourt Publishers, Inc. ('B+'; Outlook
     Stable)
  -- The McClatchy Company ('B-'; Outlook Stable)
  -- R.R. Donnelley & Sons Co. ('BB+'; Outlook Negative)
  -- Univision Communications ('B'; Outlook Stable)

Movie Exhibitors

  -- AMC Entertainment ('B'; Outlook Negative)
  -- Regal Entertainment ('B+'; Outlook Stable)

Business Products/Services, Ad Agencies

  -- The Dun and Bradstreet Corporation ('BBB+'; Outlook Negative)
  -- The Interpublic Group of Companies ('BBB'; Outlook Stable)
  -- Pitney Bowes Inc. ('BBB'; Outlook Negative)
  -- The Nielsen Company ('BB'; Outlook Positive)
  -- Verisk Analytics Inc. ('A-'; Outlook Stable)


* Global Corporate Default Tally Increases to 56
------------------------------------------------
One confidentially rated Israeli financial institution defaulted
last week, raising the global corporate default tally to 56
issuers so far in 2012, said an article published Thursday by
Standard & Poor's Global Fixed Income Research, titled "Israel-
Based Default This Week Raises The Global Corporate Default Tally
To 56 Issuers."  This is the second consecutive week in which a
confidentially-rated Israel-based financial institution defaulted.

By region, 30 of the 56 defaulters were based in the U.S., 16 in
the emerging markets, seven in Europe, and three in the other
developed region (Australia, Canada, Japan, and New Zealand).  In
comparison, the 2011 total (through Sept. 12) was 29, with 19
issuers based in the U.S., three in the emerging markets, two in
Europe, and five in the other developed region.  So far this year,
bankruptcy filings accounted for 16 defaults, missed payments
accounted for 15, 10 were confidential, and distressed exchanges
accounted for 10.  The remaining five entities defaulted for
various other reasons.  In 2011, 21 issuers defaulted because of
missed interest or principal payments, and 13 defaulted because of
bankruptcy filings -- both of which were among the top reasons for
defaults in 2010.  Distressed exchanges -- another top reason for
default in 2010 -- followed with 11 defaults in 2011.

Of the remaining defaults, two issuers failed to finalize
refinancing on bank loans, two were subject to regulatory action,
one had its banking license revoked by its country's central bank,
one was appointed a receiver, and two were confidential.


* Calif. Pension Overhaul Won't Save Cities From Chapter 9
----------------------------------------------------------
Erin Coe at Bankruptcy Law360 reports that reforms signed into law
by California Gov. Jerry Brown on Wednesday aimed at reining in
tens of billions of dollars in public pension costs won't come
soon enough for the state's many struggling cities, which are
likely to continue to resort to Chapter 9 or prebankruptcy
negotiations in order to obtain relief from skyrocketing pension
costs for current employees.


* Ronald L. Rubin Joins Hunton & Williams' DC Office
----------------------------------------------------
Hunton & Williams LLP announced on Sept. 10, 2012, that Ronald L.
Rubin, an enforcement attorney at the Consumer Financial
Protection Bureau, has joined the firm as a partner in Washington.
He will be part of the firm's 30-member bankruptcy and creditors'
rights team.

"With the CFPB expected to bring a wave of enforcement actions on
behalf of consumers in the areas of residential mortgages, auto
loans, credit cards, payday and title lending, debt collection,
and student loans, it is going to be a significant advantage to
our clients to have Ron's agency insights and experience," said
Tyler P. Brown, head of the firm's bankruptcy, restructuring and
creditors' rights practice group.

As one of the earliest employees in the CFPB's Supervision, Fair
Lending and Enforcement Division, Rubin played an important role
in building the new agency's enforcement capabilities. In addition
to creating the standard format for all of the Office of
Enforcement's policies and procedures, he drafted the Enforcement
Action Process, which governs how Enforcement collaborates with
other components of the Bureau prior to taking steps such as
opening investigations, issuing civil investigative demands, and
suing suspected law violators; and the NORA (Notice and
Opportunity to Respond and Advise) procedures, which provide firms
under investigation with an opportunity to present their positions
prior to a recommendation of enforcement proceedings against them.
Rubin has extensive knowledge of the Dodd-Frank Act and other
consumer financial laws overseen by the CFPB.

An increasingly stringent regulatory environment at both the
federal and state levels has led to an escalation of legal issues
related to consumer lending. Heightened oversight of the issuance
of consumer credit by the Office of the Comptroller of the
Currency and the Federal Trade Commission has coincided with a
rise in class action litigation related to consumer financial
protection statutes. Additionally, state attorneys general are
more actively enforcing regulations.

"Ron has credibility and experience that can be immediately
demonstrated to financial services clients. His arrival builds on
the firm's already solid foundation in the banking regulatory
arena; our wealth of experience litigating consumer protection
class actions and mortgage servicing-related matters; and our
practice before state attorneys general," said Jarrett L. Hale, a
partner in the practice.

Mr. Rubin began his career more than 20 years ago by gaining
extensive trial experience as a criminal prosecutor. He then spent
seven years investigating and prosecuting securities law
violations as senior special counsel at the United States
Securities and Exchange Commission, and was a managing director in
the Legal and Compliance Department of Bear, Stearns & Co.
Immediately prior to joining the CFPB, Rubin served as counsel in
the regulatory litigation group at Tannenbaum Helpern Syracuse &
Hirschtritt LLP in New York.


* BOND PRICING -- For Week From Sept. 10 to 14, 2012
----------------------------------------------------

  Company             Coupon    Maturity  Bid Price
  -------             ------    --------  ---------
A123 SYSTEMS INC        3.750  4/15/2016    36.750
AES EASTERN ENER        9.000   1/2/2017    15.500
AES EASTERN ENER        9.670   1/2/2029     9.500
AFFYMETRIX INC          3.500  1/15/2038    89.935
AGY HOLDING COR        11.000 11/15/2014    53.199
AHERN RENTALS           9.250  8/15/2013    55.000
ALION SCIENCE          10.250   2/1/2015    56.750
AMBAC INC               6.150   2/7/2087     3.375
AMER GENL FIN           5.850  9/15/2012    99.750
AMER GENL FIN           5.900  9/15/2012    99.800
ATP OIL & GAS          11.875   5/1/2015    25.000
ATP OIL & GAS          11.875   5/1/2015    24.875
ATP OIL & GAS          11.875   5/1/2015    24.875
BETHEL BAPTIST          7.900  7/21/2026    11.000
BUFFALO THUNDER         9.375 12/15/2014    35.750
DIRECTBUY HLDG         12.000   2/1/2017    20.500
DIRECTBUY HLDG         12.000   2/1/2017    20.500
EASTMAN KODAK CO        7.000   4/1/2017    13.055
EASTMAN KODAK CO        7.250 11/15/2013    13.400
EASTMAN KODAK CO        9.200   6/1/2021    12.039
EASTMAN KODAK CO        9.950   7/1/2018    23.354
EDISON MISSION          7.500  6/15/2013    53.500
ELEC DATA SYSTEM        3.875  7/15/2023    97.000
ENERGY CONVERS          3.000  6/15/2013    36.580
F-CALL09/12             4.250  9/20/2014   100.072
F-CALL09/12             5.000  9/20/2016   100.324
F-CALL09/12             5.500  9/20/2018   100.000
GEOKINETICS HLDG        9.750 12/15/2014    42.000
GLB AVTN HLDG IN       14.000  8/15/2013    30.000
GLOBALSTAR INC          5.750   4/1/2028    42.563
GMAC LLC                6.750  9/15/2012   100.000
GMAC LLC                7.100  9/15/2012    99.950
GMX RESOURCES           4.500   5/1/2015    39.000
GMX RESOURCES           5.000   2/1/2013    81.273
HAWKER BEECHCRAF        8.500   4/1/2015    17.150
HAWKER BEECHCRAF        8.875   4/1/2015    19.500
HAWKER BEECHCRAF        9.750   4/1/2017     0.875
KELLWOOD CO             7.625 10/15/2017    29.950
KV PHARM               12.000  3/15/2015    31.000
KV PHARMA               2.500  5/16/2033     3.000
KV PHARMA               2.500  5/16/2033     1.900
LEHMAN BROS HLDG        0.250 12/12/2013    22.375
LEHMAN BROS HLDG        0.250  1/26/2014    22.375
LEHMAN BROS HLDG        1.000 10/17/2013    22.375
LEHMAN BROS HLDG        1.000  3/29/2014    22.375
LEHMAN BROS HLDG        1.000  8/17/2014    24.500
LEHMAN BROS HLDG        1.000  8/17/2014    22.375
LEHMAN BROS HLDG        1.250   2/6/2014    22.375
LEHMAN BROS HLDG        1.500  3/29/2013    22.375
LEHMAN BROS INC         7.500   8/1/2026     7.550
LIFECARE HOLDING        9.250  8/15/2013    40.200
LOWES COMPANIES         5.600  9/15/2012   100.027
MANNKIND CORP           3.750 12/15/2013    61.540
MASHANTUCKET PEQ        8.500 11/15/2015    11.300
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    48.250
MGIC INVT CORP          9.000   4/1/2063    26.408
NEWPAGE CORP           10.000   5/1/2012     1.000
NGC CORP CAP TR         8.316   6/1/2027    14.000
PATRIOT COAL            3.250  5/31/2013    11.010
PENSON WORLDWIDE        8.000   6/1/2014    37.971
PLATINUM ENERGY        14.250   3/1/2015    40.000
PMI CAPITAL I           8.309   2/1/2027     0.500
PMI GROUP INC           6.000  9/15/2016    23.250
POWERWAVE TECH          3.875  10/1/2027    10.250
POWERWAVE TECH          3.875  10/1/2027     8.580
RESIDENTIAL CAP         6.500  4/17/2013    28.000
RESIDENTIAL CAP         6.875  6/30/2015    25.625
STATION CASINOS         6.625  3/15/2018     0.010
TERRESTAR NETWOR        6.500  6/15/2014    10.000
TEXAS COMP/TCEH        10.250  11/1/2015    28.750
TEXAS COMP/TCEH        10.250  11/1/2015    29.000
TEXAS COMP/TCEH        10.250  11/1/2015    28.850
TEXAS COMP/TCEH        15.000   4/1/2021    37.750
TEXAS COMP/TCEH        15.000   4/1/2021    39.250
THQ INC                 5.000  8/15/2014    58.500
TIMES MIRROR CO         7.250   3/1/2013    37.250
TRAVELPORT LLC         11.875   9/1/2016    39.375
TRAVELPORT LLC         11.875   9/1/2016    41.000
TRIBUNE CO              5.250  8/15/2015    37.750
UIS-CALL09/12          12.750 10/15/2014    99.875
USEC INC                3.000  10/1/2014    38.707
WCI COMMUNITIES         4.000   8/5/2023     0.125
WCI COMMUNITIES         4.000   8/5/2023     0.125
WCI COMMUNITIES         6.625  3/15/2015     0.500



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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