TCR_Public/120919.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, September 19, 2012, Vol. 16, No. 261

                            Headlines

AGRIPROCESSORS INC: Clawback Suit Against NY Lawyer Goes to Trial
ADVANCED EQUITIES: Chicago Firm Charged With Misleading Investors
AMERICAN AIRLINES: Retirees Committee Proposes Zolfo as Advisor
AMERICAN AIRLINES: Retiree Committee Can Hire Segal as Consultant
AMERICAN AIRLINES: Asks Court to Bar Lawsuit Against Manager

AMERICAN AIRLINES: Wants to Preclude Suit Against Flight Director
AMERICAN AIRLINES: Unsecureds Join in Retirees Suit
AMPAL-AMERICAN: Initial Case Conference Set for Oct. 16
AMTRUST FINANCIAL: 6th Circ. Says FDIC Can't Recover $765MM
APPALACHIAN FUELS: Business Aircraft Leasing Fails to Dismiss Suit

APPALACHIAN FUELS: Court Trims Lawsuit Against Machinery Sales
APPALACHIAN FUELS: Frost Brown Todd's Bid to Dismiss Suit Denied
APPALACHIAN FUELS: Suit Against Jet Support Survives Dismissal Bid
APOLLO MEDICAL: Incurs $3.2 Million Net Loss in July 31 Quarter
ARS INTERMEDIATE: Moody's Cuts Corp. Family Rating to 'Caa1'

ATOM INSTRUMENT: Court Rejects Summary Judgment Bid in Patent Suit
ATP OIL: U.S. Trustee Appoints 3-Member Creditors Committee
ATP OIL: Creditors Committee Opposes DIP Financing Motion
ATP OIL: Seeks to Hire PwC as Auditors, Blackhill for CRO
ATP OIL: Common Stock Delisted from NASDAQ

BARNES BAY: Judge Denies Appeal on Cap on Attorneys' Fees
BELLMARK RECORDS: Producer Wins $2MM in Copyright Suit
BENDER SHIPBUILDING: Henry Marine Has Plan Relief to Pursue Claims
BERNARD L. MADOFF: Trustee Says Daughters-in-Law Can Be Sued
BERNARD L. MADOFF: Trustee Not Biased, GAO Says

BIG SKY FARMS: Feed Suppliers Want Prompt Payments
BIG SKY FARMS: Files Amendment to List of Creditors
BLACK ELK: S&P Cuts Corp. Credit Rating to 'CCC+'; Outlook Neg
BOOMERANG SYSTEMS: Files Form S-1, Registers $6.2MM Conv. Notes
BROADKILL REALTY: Voluntary Chapter 11 Case Summary

BROADVIEW NETWORKS: Has Final Approval on $25 Million Loan
BROADVIEW NETWORKS: Pares Conflicts Over Prepackaged Ch. 11
BRUNO'S ISLAND: Case Summary & 20 Largest Unsecured Creditors
BULLY'S SPORTS BAR: Nears Bankruptcy Exit
CAVALIER HOTEL: Sec. 341 Creditors' Meeting on Sept. 27

CAVAN MANAGEMENT: Case Summary & Two Unsecured Creditors
CHINA TEL GROUP: Issues Shares to Ironridge, Isaac and AO
CHRYSLER LLC: Federal Circuit Upholds Laserfacturing Patent Ruling
CITIZEN REPUBLIC: Fitch Puts 'B' IDR on Rating Watch Positive
CLINICA REAL: Case Summary & 8 Largest Unsecured Creditors

COMARCO INC: Reports $151,000 Net Income in July 31 Quarter
DEER LAKE INN: Chapter 7 Bankruptcy Halts Auction
DESIGNER HOMES: Voluntary Chapter 11 Case Summary
DEWEY & LEBOEUF: Ex-Leaders Object to Proposed $71MM Clawback Deal
DIGITAL DOMAIN: Section 341(a) Meeting Scheduled for Oct. 19

DIGITAL DOMAIN: Sued by Former Employee for WARN Act Violations
DIGITAL DOMAIN: Can Act as Representative in Canadian Proceedings
DIGITAL DOMAIN: Can Employ KCC as Claims and Noticing Agent
DIGITAL DOMAIN: Court OKs Searchlight Led Auction for Sept. 21
DIGITAL DOMAIN: Has Interim Nod to Borrow Up to $11.79 Million

DIGITAL DOMAIN: Notification Procedures for Stock Transfers Okayed
DIGITAL DOMAIN: John Nichols Resigns from Board of Directors
DJL TRUCKING: Case Summary & 20 Largest Unsecured Creditors
DRINKS AMERICAS: Kenny Out as CEO; Tequilla Vet Cabo Takes Over
EASTMAN KODAK: Says Retirement Income Plan 74% Funded

EASTMAN KODAK: Sale Hearing Adjourned Until Further Notice
EDIETS.COM INC: Terminates Office Lease Agreement with Radice
EPAZZ INC: Issues 1.1 Billion Class A Shares to Majority Owner
EPL OIL: Moody's Alters Outlook to Negative on $550MM Deal
ER GASTON: Case Summary & 7 Unsecured Creditors

FARMINGDALE HOUSING: Voluntary Chapter 11 Case Summary
FIRSTFED FINANCIAL: U.S. Trustee Objects to Amended Ch. 11 Plan
GENERAL CABLE: Moody's Rates Senior Unsecured Notes 'B1'
GENT UNIFORM: Case Summary & 20 Largest Unsecured Creditors
GLOBAL AVIATION: Union Deals Not Binding on Creditors

GLOBAL AVIATION: Files Plan to Reduce Debt by $168 Million
GLOBAL AVIATION: Seeks Extension of Exclusivity Period to Dec. 31
GREEN ACRES: Voluntary Chapter 11 Case Summary
HENRY VOGT: Case Summary & 20 Largest Unsecured Creditors
HOSTESS BRANDS: Bakery Workers Turn Down Contract Concessions

HUDSON HEALTHCARE: Liquidating Plan Declared Effective
HUDSON HEALTHCARE: Vacation Pay Claim Gets Gen. Unsecured Status
ICEWEB INC: To Issue 25 Million Shares Under 2012 Equity Plan
IMAGING3, INC: 3D Medical Images Provider in Chapter 11
INTEGRATED FREIGHT: Unit to Face Waste Spill Suit in Calif.

JAMES KEENAN: Calif. Appeals Court Affirms Surcharge Order
JHK INVESTMENTS: Sec. 341 Creditors' Meeting Set for Dec. 31
K-V PHARMACEUTICAL: Wins OK to Use Cash Collateral
KYANITE MINING: Tries To Stave Off Receivership
KENNEDY PLAZA: Case Summary & 3 Largest Unsecured Creditors

LEHMAN BROTHERS: Elliott Says Navigator Price Too Low
LEHMAN BROTHERS: CPT Drops Bid for Relief From Plan Order
LEHMAN BROTHERS: Suit Against Right Management Consultants Nixed
LEHMAN BROTHERS: Fontainebleau Unjust Enrichment Claims Denied
LIGHTSQUARED INC: Lenders Seek Permission to Sue Harbinger

LOCATION BASED TECHNOLOGIES: Six Directors Elected to Board
LOCATION BASED TECHNOLOGIES: Gregg Haugen Has $400,000 Investment
NAT'L INSTRUMENT SUPPLY: Centro Offers to Buy Biz for $1.2MM
NAVISTAR INT'L: Liquidity Risk Cues Fitch to Cut IDR to 'CCC'
NUVILEX INC: Delays Form 10-Q for July 31 Quarter

OMEGA NAVIGATION: Files First Amended Joint Plan
OFF DOCK: Case Summary & 20 Largest Unsecured Creditors
OPTIONS MEDIA: Scott Frohman Resigns as CEO, All Other Positions
PALMENTERE BROS: Case Summary & 20 Largest Unsecured Creditors
PATRIOT COAL: U.S. Trustee Objects to Security Holders Committee

PATRIOT COAL: Coal Production Cut to Affect 250 Employees
PEREGRINE FINANCIAL: Wasendorf to Remain in Jail
PINNACLE AIR: Wants to Scrap Pilot, Flight Attendant Contracts
PINNACLE AIRLINES: Negotiating CBA Modifications with Unions
PHYSICIANS TOTAL: Voluntary Chapter 11 Case Summary

R&B RECEIVABLES: Case Summary & 20 Largest Unsecured Creditors
RESIDENTIAL CAPITAL: Seeks to Establish Foreclosure Protocol
RESIDENTIAL CAPITAL: Proposes Hudson to Review Loan Files
RESIDENTIAL CAPITAL: Pepper Hamilton Tapped for Foreclosure Review
RESIDENTIAL CAPITAL: Committee Hiring Analytic Focus as Consultant

RESIDENTIAL CAPITAL: Committee to Retain Coherent Economics
RITZ CAMERA: Inability to Find Buyer Cues Liquidation
ROUTE 88 OFFICE: Case Summary & 10 Largest Unsecured Creditors
SANTEON GROUP: Incurred $240,000 Net Loss in Q2 of 2011
SKILLSOFT LTD: S&P Cuts 1st Lien Sr. Secured Debt Rating to 'B+'

SKY GROWTH: Moody's Says Par Upsized Term Loan Credit Negative
SKOWHEGAN HOUSING: Voluntary Chapter 11 Case Summary
SSI INVESTMENTS: Moody's Assigns 'B2' Corp. Family Rating
SOLYNDRA LLC: GOP Reps. Pass 'No More Solyndras' Bill
SYMS CORP: Emerges from Chapter 11 as Trinity Place Holdings

TERRA-GEN FINANCE: S&P Cuts CCR to 'B' on Weaker Credit Measures
THOMAS REAL ESTATE: Case Summary & 2 Unsecured Creditors
TWG CAPITAL: Finance Firm Files Ch. 11 to Sell Assets
TWG CAPITAL: Case Summary & 20 Largest Unsecured Creditors
VAL-MID ASSOCIATES: Case Summary & 19 Largest Unsecured Creditors

VALENCE TECHNOLOGY: Common Stock Delisted from NASDAQ
WASHINGTON MUTUAL: Liquidating Trust Wants $29M Tax Claim Junked
WINDSOR QUALITY: Moody's Affirms 'B1' Corp. Family Rating
WISP RESORT: Bank's Objection Deadline Extended Anew
WOLVERINE ACQUISITION: Voluntary Chapter 11 Case Summary

WPCS INTERNATIONAL: Reports $993,700 Net Income in July 31 Qtr.
ZAMBRANO CORP: Court Rules on Ch.7 Trustee's Suits v. Principals

* Moody's Says Durables Sector have Low Risk From EU Crisis
* Grassley, Franken Seek to Overturn Supreme Court Farmer Ruling

* Failed St. Louis Bank Bring Year's Total to 42

* Upcoming Meetings, Conferences and Seminars



                            *********

AGRIPROCESSORS INC: Clawback Suit Against NY Lawyer Goes to Trial
-----------------------------------------------------------------
Chief Bankruptcy Judge Thad J. Collins denied the defendant's
request to dismiss the avoidance lawsuit, Joseph E. Sarachek, in
his Capacity as Chapter 7 Trustee of Agriprocessors, Inc.,
Plaintiff, v. Zalman Schochet, Defendant, Adv. Proc. No. 10-09190
(Bankr. N.D. Iowa).

The Chapter 7 Trustee filed about 150 adversary proceedings in the
bankruptcy case.  In numerous hearings and filings with the Court,
Trustee has noted the many challenges and difficulties
investigating the claims, most resulting from the raid and
subsequent proceedings.  Key people were incarcerated and/or were
unwilling to talk.  Documents were difficult to locate and to
understand without the availability and cooperation of many key
plant employees.

The Chapter 7 Trustee sued Mr. Schochet, a licensed New York
attorney, on Nov. 1, 2010, to avoid fraudulent conveyances and
preferential transfers made by the Debtor to the Defendant.  The
Complaint alleges the Defendant received payments totaling $43,000
in the two-year period before Agriprocessors' bankruptcy filing.
The Trustee alleges the Debtor was insolvent at the time and that
the payments constituted recoverable fraudulent conveyances under
11 U.S.C. Sec. 548.  The Trustee sought to recover the value of
the fraudulent conveyances.

The Defendant filed a Motion to Dismiss arguing that the Complaint
insufficiently pled the causes of action because it did not allege
that Defendant was the initial transferee of the funds.  The
Defendant argues this omission establishes that the Defendant did
not have sufficient dominion and control over the funds to be
liable for the transfer under 11 U.S.C. Sec. 550(a).  The
Defendant also argues that should the Court find the Complaint is
adequate the Court should treat the Motion to Dismiss as a Motion
for Summary Judgment, taking into consideration the Defendant's
affidavit.  The affidavit states that he never exercised dominion
and control over the funds, but instead placed them in a client
trust account and awaited further instructions from the Defendant
before paying the funds to someone else.

Judge Collins denied the Motion to Dismiss and request for summary
judgment, saying the Complaint adequately pleads both fraudulent
conveyance and preferential transfer claims.  The record needs to
be further developed to reflect whatever additional evidence there
is supporting and/or contradicting the Defendant's "initial
transferee" defense.

A copy of the Court's Sept. 14, 2012 Order is available at
http://is.gd/Be33pWfrom Leagle.com.

                     About Agriprocessors Inc.

Headquartered in Postville, Iowa, Agriprocessors once produced
half the kosher beef and 40% of the kosher poultry in the U.S.  It
filed for bankruptcy following a raid by immigration authorities
in May 2008 on the plant in Postville, Iowa, where 389 workers
were arrested for having forged immigration documents.  The raid
led to numerous federal criminal charges, including a high-profile
case against Agriprocessors' President, Sholom Rubashkin.  The
Company filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No.
08-47472) on Nov. 4, 2008.  The case was later transferred to Iowa
(Bankr. N.D. Iowa Case No. 08-02751).  Kevin J. Nash, Esq., at
Finkel Goldstein Rosenbloom & Nash, represented the Company in its
restructuring effort.  The Debtor estimated assets and debts of
$100 million to $500 million in its Chapter 11 petition.

SHF Industries Inc. purchased substantially all of the Debtor's
assets for $8.5 million in July 2009, and renamed the company Agri
Star.  The Court approved the sale free and clear of all liens.

Agriprocessors' case was then converted to liquidation under
Chapter 7, at the consent of the Chapter 11 trustee appointed to
take over the estate.  The Chapter 11 trustee became the trustee
in the Chapter 7 case to liquidate the Debtor's remaining assets
and provide distributions to creditors.


ADVANCED EQUITIES: Chicago Firm Charged With Misleading Investors
-----------------------------------------------------------------
The Securities and Exchange Commission on Tuesday charged the co-
founder of a Chicago-based investment firm with misleading
investors in two private equity offerings, and charged the other
co-founder with supervisory failures related to the offerings.

Advanced Equities Inc. -- a broker-dealer and investment advisory
firm -- and co-founders Dwight O. Badger and Keith G. Daubenspeck
were charged in connection with private offerings in 2009 and 2010
on behalf of an alternative energy company in Silicon Valley,
Calif., which was not identified by name in the SEC's
administrative proceeding. Badger led the sales effort for the
offerings and made misstatements about the energy company's
finances that Daubenspeck did not correct, thus failing to
reasonably supervise Badger. Daubenspeck co-founded Advanced
Equities with Badger and was the former chief executive of its
parent company. Daubenspeck is the chairman of the parent
company's board.

Badger, Daubenspeck, and their firm agreed to settle the SEC's
charges.

According to the SEC's order, Badger said in the 2009 offering
that the energy company had more than $2 billion of order backlogs
when the backlog never exceeded $42 million. He also said it had a
$1 billion order from a national grocery store chain even though
the store only had placed a $2 million order and signed a non-
binding letter of intent for future purchases. Badger said that
the company had been granted a U.S. Department of Energy loan
exceeding $250 million when it had applied for a $96.8 million
loan, and he again misstated the information about the loan
application during the follow-up offering in 2010.

"Dwight Badger misled investors by embellishing key facts about
the energy company's sales orders and its loan application to the
Department of Energy," said Merri Jo Gillette, Director of the
SEC's Chicago Regional Office. "The SEC will continue to be
vigilant in uncovering fraud in private securities offerings and
holding registered securities professionals accountable."

According to the SEC's order, Daubenspeck participated in at least
two internal sales calls with Advanced Equities brokers during the
2009 offering and remained silent after he heard Badger make
misstatements about the company's order backlog, grocery store
order, and Department of Energy loan application. Despite the red
flags raised by the misstatements and the obvious risk that false
information would be repeated to investors, Daubenspeck did not
take reasonable steps to correct the misstatements and thus failed
reasonably to supervise Badger.

Advanced Equities agreed to pay a $1 million penalty, and agreed
to be censured and to cease and desist from committing or causing
any future violations of the securities laws it was found to have
violated. The firm also agreed to numerous undertakings including
hiring an independent consultant to review its sales policies and
procedures. Badger agreed to pay a $100,000 penalty and be barred
for one year from association with any broker, dealer, investment
adviser, municipal securities dealer or transfer agent.
Daubenspeck agreed to pay a $50,000 penalty and a one-year
supervisory suspension. Advanced Equities, Badger, and Daubenspeck
consented to the entry of the cease-and-desist order without
admitting or denying the SEC's charges.

The SEC's investigation was conducted in the Chicago Regional
Office by investigative attorneys Richard Stoltz and Anne McKinley
and litigation counsel Steven Seeger and John Birkenheier with
assistance from Jennifer Gladfelter, Christopher Caprio, George
Jacobus, and Dan Gregus of the broker-dealer examinations staff
and Daryl Hartman, Anne Salvador, Magdaline Gavas, Erik Lillya,
Andrew Schuster, and David Mueller of the investment management
examinations staff.


AMERICAN AIRLINES: Retirees Committee Proposes Zolfo as Advisor
---------------------------------------------------------------
The committee representing AMR Corp.'s retired workers has filed
an application to hire Zolfo Cooper LLC as its bankruptcy
consultant and financial adviser.

Zolfo will help the retirees committee in analyzing AMR's
business plans, operating results, financial statements and other
information provided by the company.

The firm will also provide testimonies and participate in
meetings and negotiations regarding any proposed retiree benefit
modifications.

Zolfo will be paid on an hourly basis for its services and will
be reimbursed of work-related expenses.  The firm's hourly rates
range from $800 to $860 for managing directors, $245 to $780 for
professional staff, and $55 to $310 for support personnel.

The firm does not hold or represent interest adverse to AMR and
its affiliated debtors, according to a declaration by David
MacGreevey, Zolfo senior director.

A court hearing to consider approval of the application is
scheduled for September 20.  Objections are due by September 13.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Retiree Committee Can Hire Segal as Consultant
-----------------------------------------------------------------
The committee of AMR Corp.'s retired workers obtained approval
from the U.S. Bankruptcy Court for the Southern District of New
York to hire The Segal Company as its consultant.

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Asks Court to Bar Lawsuit Against Manager
------------------------------------------------------------
AMR Corp. asked the U.S. Bankruptcy Court for the Southern
District of New York to extend the automatic stay to an employee
of American Eagle Airlines Inc., who was sued for alleged
discriminatory action.

The move comes after Kerry Maynard, who filed the lawsuit in a
Michigan court, refused the airline's request that the stay be
also applied to its general manager Mitch Felkey.

American Eagle's bankruptcy filing automatically stayed the
lawsuit against the airline but not against the other defendant.

The automatic stay is an injunction that halts actions by
creditors against a company in bankruptcy protection.

AMR lawyer Stephen Youngman, Esq., at Weil Gotshal & Manges LLP,
in New York, said there is an "identity of interest" between the
airline and its general manager that warrants the extension of the
stay.

"Continued prosecution of the action against Felkey will
irreparably harm Eagle because any judgment or settlement of the
action will likely give rise to an indemnification claim by
Felkey against Eagle," Mr. Youngman said in a seven-page complaint
filed on September 10.

The lawsuit is AMR Corp., et al., v. Kerry Maynard, 12-01862, U.S.
Bankruptcy Court, Southern District of New York.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Wants to Preclude Suit Against Flight Director
-----------------------------------------------------------------
AMR Corp. asked the U.S. Bankruptcy Court for the Southern
District of New York to extend the automatic stay to an employee
of American Airlines Inc. who is facing a lawsuit pending before
the California Superior Court.

Brian Ostrom, a former employee of the airline, sued Greg Smith,
Director of Flights for American Airlines at the Los Angeles
International Airport, for slander and defamation.

In a seven-page complaint, Stephen Youngman, Esq., at Weil Gotshal
& Manges LLP, in New York, said there is an "identity of interest"
between American Airlines and Mr. Smith although the airline is
not a defendant of the lawsuit.

"Continued prosecution of the action against Smith will
irreparably harm the debtors because any judgment or settlement of
the action will likely give rise to an indemnification claim by
Smith against American," Mr. Youngman said.

The lawsuit is AMR Corp., et al., v. Brian Ostrom, 12-01863, U.S.
Bankruptcy Court, Southern District of New York.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Unsecureds Join in Retirees Suit
---------------------------------------------------
Judge Sean Lane authorized the participation of the committee of
AMR Corp.'s unsecured creditors in the lawsuit filed by the
company against the retirees committee.

The creditors committee has to comply with the August 8 scheduling
order should it elect to take discovery or file papers in
connection with the lawsuit, the judge said in a September 10
order.

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

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

                      About American Airlines

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

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

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

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

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

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

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

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


AMPAL-AMERICAN: Initial Case Conference Set for Oct. 16
-------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan will hold an initial case
conference in the Chapter 11 case of Ampal - American Israel
Corporation with hearing to be held on Oct. 16, 2012, at 10:00
a.m. at Courtroom 723.

On Aug.  30, 2012, the Court granted the Debtor's motion to impose
the automatic stay in the case.

                        About Ampal-American

Ampal-American Israel Corporation and its subsidiaries --
http://www.ampal.com/-- acquired interests primarily in
businesses located in Israel or that are Israel-related.  Ampal is
seeking opportunistic situations in a variety of industries, with
a focus on energy, chemicals and related sectors.  Ampal's goal is
to develop or acquire majority interests in businesses that are
profitable and generate significant free cash flow that Ampal can
control.

Ampal-American filed a voluntary petition for Chapter 11
reorganization (Bankr. S.D.N.Y. Case No. 12-13689) on Aug. 29,
2012.  The Company is pursuing a plan to restructure the Company's
Series A, Series B and Series C debentures.

Bankruptcy Judge Stuart M. Bernstein presides over the case.
Lawyers at Bryan Cave LLP, in New York, serves as counsel to the
Debtor.

As of June 30, 2012, the Company had US$542.3 million in total
assets and US$775.2 million in total liabilities.  The petition
was signed by Irit Eluz, chief financial officer, senior vice
president.


AMTRUST FINANCIAL: 6th Circ. Says FDIC Can't Recover $765MM
-----------------------------------------------------------
Carolina Bolado at Bankruptcy Law360 reports that the Federal
Deposit Insurance Corp. was dashed in its effort to recover
$765 million from AmFin Financial Corp. when the Sixth Circuit on
Friday affirmed a ruling that the bankrupt company did not commit
to providing capital to prop up its commercial banking unit.

Bankruptcy Law360 relates that the appeals court rejected the
FDIC's take on how to read a 2008 cease-and-desist order from the
Office of Thrift Supervision to AmFin and its subsidiary AmTrust
Bank after they failed to maintain minimum capital requirements.

                      About AmTrust Financial

AmTrust Financial Corp. was the owner of the AmTrust Bank.
AmTrust was the seventh-largest holder of deposits in South
Florida, with $4.7 billion in deposits and 21 branches.

In November 2008, the Office of Thrift Supervision issued a cease
and desist order requiring AmTrust to improve its capital ratios.

AmTrust Financial, together with affiliates that include AmTrust
Management Inc., filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Ohio Case No. 09-21323) on Nov. 30, 2009.  The debtor
subsidiaries include AmFin Real Estate Investments, Inc., formerly
AmTrust Real Estate Investments, Inc. (Case No. 09-21328).

G. Christopher Meyer, Esq., Christine M. Piepont, Esq., and Sherri
L. Dahl, Esq., at Squire Sanders & Dempsey (US) LLP, in Cleveland,
Ohio; and Stephen D. Lerner, Esq., at Squire Sanders & Dempsey
(US) LLP, in Cincinnati, Ohio, served as counsel to the Debtors.
Kurtzman Carson Consultants served as claims and notice agent.
Attorneys at Hahn Loeser & Parks LLP serve as counsel to the
Official Committee of Unsecured Creditors.  AmTrust Management
estimated $100 million to $500 million in assets and debts in its
Chapter 11 petition.

AmTrust Bank was not part of the Chapter 11 filings.  On Dec. 4,
2009, AmTrust Bank was closed by regulators and the Federal
Deposit Insurance Corporation was named receiver.  New York
Community Bank, in Westbury, New York, assumed all of the deposits
of AmTrust Bank pursuant to a deal with the FDIC.

AmTrust, nka AmFin Financial Corp., obtained confirmation of its
Amended Joint Plan of Reorganization on Nov. 3, 2011.  The plan
was declared effective in December.


APPALACHIAN FUELS: Business Aircraft Leasing Fails to Dismiss Suit
------------------------------------------------------------------
Bankruptcy Judge Joseph M. Scott, Jr., denied the request of
Business Aircraft Leasing, Inc., to dismiss the lawsuit filed by
the liquidating trustee of Appalachian Fuels, LLC.

The 164-page Amended Complaint, filed Aug. 19, 2011, asserts 107
separately denominated causes of action against 37 defendants.
The claims asserted against BAL are based on allegations that
Debtor made actual or constructively fraudulent transfers to BAL.
The Plaintiff seeks to avoid transfers under the Bankruptcy Code's
fraudulent transfer provisions, 11 U.S.C. Sec. 548(a)(1)(A) or (B)
(Claim Nos. 83-84), and by invoking Sec. 544(b) to avoid transfers
under Kentucky's fraudulent transfer statutes, K.R.S. Sec. 378.010
and Sec. 378.020 (Claim Nos. 85-86).  The Plaintiff also seeks to
recover the value of any avoided transfers under 11 U.S.C. Sec.
550 (Claim No. 87).

BAL argues that the BAL Claims should be dismissed because (i) the
Amended Complaint fails to satisfy applicable pleading standards
regarding "actual" fraudulent conveyance claims where the
Plaintiff fails to allege facts to support any "badges of fraud,"
and (ii) the Plaintiff fails to allege facts sufficient to utilize
the state law avoidance claims because it does not allege a
"triggering creditor" under Sec. 544(b).

The judge said neither argument is persuasive.  The Plaintiff
alleges that Addington Aviation, owned by Larry Addington, the key
"Insider", originally leased a Hawker aircraft from CIT Group
Equipment Financing, Inc., on a two-year lease beginning Jan. 14,
2005.  On Dec. 12, 2005, CIT sold the aircraft and the Addington
Lease to BAL.  Although the Addington Lease expired in 2007, it
was extended by Addington Aviation through 2010 with Larry
Addington acting as the personal guarantor.  The Plaintiff alleges
that although the Debtor was neither the owner nor lessor of the
aircraft, it paid the Addington Lease payments.  According to the
allegations, the aircraft was not used for the Debtor's business
but for the "Insiders'" personal use, such as traveling to
Mr. Addington's island in Belize.

According to Judge Scott, taking the factual allegations as true,
the Plaintiff has alleged facts sufficient to show certain badges
of fraud from which the Court may infer an actual fraudulent
intent.  Badges of fraud under Kentucky law that support a finding
of actual intent include (1) inadequacy of consideration; (2)
secret or hurried transactions not in the usual mode of doing
business; (3) the use of dummy or fictitious parties; (4)
reservation of benefits by the transferor; (5) control or dominion
of property by the debtor; (6) transfers between persons who are
related or occupy a confidential relationship; (7) transfers which
contain false statements and recitals as consideration; and (8) a
transfer by a debtor in anticipation of suit against him or after
suit has begun or is pending against him.

"When taking the factual allegations as true, there are sufficient
factual allegations that could establish, beyond a speculative
level, certain of these badges of fraud and, thus, give rise to
right of relief for actual fraud," the judge said.

The Court also held that BAL's argument that the Amended Complaint
fails to sufficiently allege or name the existence of a creditor
holding an unsecured claim allowable under 11 U.S.C. Sec. 502 also
must fail.  The judge pointed out that Section 544(b)(1) allows
the Plaintiff to stand in the shoes of an existing unsecured
creditor and bring state law fraudulent conveyance and other
similar actions that such a creditor could bring.  While an
unsecured creditor with an allowable claim under Sec. 502 must
exist at the time of the transfers for the Plaintiff to prevail,
the unsecured creditor "need not exist at the time the action is
filed" nor must the Plaintiff "identify a specific creditor by
name."

The lawsuit is, THE LIQUIDATING TRUSTEE OF APP FUELS CREDITORS
TRUST Plaintiff, v. ENERGY COAL RESOURCES, et al. Defendants, Adv.
Proc. No. 11-1041 (Bankr. E.D. Ky.).  A copy of Judge Scott's
Sept. 14, 2012 Memorandum Opinion and Order is available at
http://is.gd/zE10COfrom Leagle.com.

                      About Appalachian Fuels

Ashland, Kentucky-based Appalachian Fuels, LLC, a coal mining
company, produced and sold coal for electric utilities and coking
coal plants.  It had surface mines and underground mining
operations in eastern Kentucky and West Virginia.  Appalachian
Fuels operated as a subsidiary of Energy Coal Resources, Inc.

An involuntary petition for liquidation under Chapter 7 was filed
against Appalachian Fuels (Bankr. E.D. Ky. 09-10343) on June 11,
2009.  On June 29, 2009, the Bankruptcy Court converted the
Debtor's Chapter 7 bankruptcy to a Chapter 11.

Some of Appalachian Fuels' affiliates filed Chapter 11 petitions
and on July 17, 2009, the Court ordered that the Debtor's Chapter
11 bankruptcy be jointly administered with the bankruptcies of its
affiliates.  The cases being jointly administered with Appalachian
Fuels include: Appalachian Holding Company, Inc. (Case No.
09-10372); Appalachian Premium Fuels, LLC (Case No. 09-10373);
Appalachian Environmental, LLC (Case No. 09-10374); Kanawha
Development Corporation (Case No. 09-10375); Appalachian Coal
Holdings, Inc. (Case No. 09-10405); and Southern Eagle Energy, LLC
(Case No. 09-10406).

On July 14, 2009, the Court appointed the Official Committee of
Unsecured Creditors.

On Dec. 19, 2011, the Court entered an Agreed Order of
Confirmation of the Debtors' and Committees' Plan of Orderly
Liquidation and Distribution.  Pursuant to the terms of the Plan,
on the Jan. 3, 2012, effective date, the Official Committee of
Unsecured Creditors was dissolved and the App Fuels Creditors
Trust was established.  A Liquidating Trustee was appointed to
continue pursuit of causes of action on behalf of the Debtor.

Larry Addington, which owns a 30% stake in Energy Coal Resources
Inc., filed for personal Chapter 11 bankruptcy (Bankr. E.D. Ky.
Case No. 12-10029) on Jan. 26, 2012.


APPALACHIAN FUELS: Court Trims Lawsuit Against Machinery Sales
--------------------------------------------------------------
Bankruptcy Judge Joseph M. Scott, Jr., dismissed portions of the
lawsuit filed by the liquidating trustee of Appalachian Fuels, LLC
against Machinery Sales and Service LLC, John C. Smith Jr., and
Jeffrey Muncy.

The MSS Defendants sought dismissal of the lawsuit, arguing that
several of the claims asserted against them in the Amended
Complaint are either not recognized under Kentucky law, are time-
barred as a matter of law, or should be dismissed for the failure
to plead such claims with particularity as required by the Federal
Rules of Civil Procedure.

In support of the alternative relief sought in the Motion for More
Definite Statement, the MSS Defendants argue that the Plaintiff
"lumped numerous Defendants into the general category of
'Insiders'" without providing any distinction as to which tortious
acts were committed by each defendant.  In further support, the
MSS Defendants state the Plaintiff's use of the terms "Insiders"
and "Defendants" interchangeably is inconsistent with the pleading
requirements of Rule 8 of the Federal Rules of Civil Procedure,
incorporated in the proceeding by Rule 7008 of the Federal Rules
of Bankruptcy Procedure.

The Bankruptcy Court, however, held that there are sufficient
factual allegations, when accepted as true, to place the MSS
Defendants on notice of the misconduct for which they are charged
and the Motion to Dismiss will be denied to the extent the alleged
claims are sufficiently plead and not barred by the applicable
statute of limitations.

The 164-page Amended Complaint, filed Aug. 19, 2011, asserts 107
separately denominated causes of action against 37 defendants.
The Plaintiff seeks damages for claims of breach of fiduciary duty
and corporate waste against John Smith (Claim Nos. 1 and 7), and
claims of aiding and abetting breach of fiduciary duty and
corporate waste, unjust enrichment and civil conspiracy against
the MSS Defendants (Claim Nos. 3, 6, 9 and 12).  The Plaintiff
seeks to avoid transfers made by Debtor under the Bankruptcy
Code's fraudulent transfer provisions, 11 U.S.C. Sec. 548(a)(1)(A)
and/or (B) (Claim Nos. 14-15, 27-28, 78-79), and by invoking Sec.
544(b) to avoid any such transfers under Kentucky's fraudulent
transfer statutes, K.R.S. Sec. 378.010 and Sec. 378.020 (Claim
Nos. 16-17, 29-30, 80-81).

The Plaintiff seeks to avoid transfers made by the Debtor under
the Bankruptcy Code's preferential transfer provision, 11 U.S.C.
Sec. 547 (Claim No. 98).  The Plaintiff seeks to recover the value
of any avoided transfers under 11 U.S.C. Sec. 550 (Claim Nos. 18,
31-32, 47, 82, 98, 105-106).

The Plaintiff alleges the MSS Defendants, as a part of the group
defined as "Insiders," extracted cash from the Debtor "for their
personal benefit."  The MSS Defendants allegedly leased equipment
to the Debtor at "well above the prevailing market rate for
similar equipment leases" as a method to transfer funds out of the
Debtor for the MSS Defendants and other Insiders' benefit.
Eventually, the Debtor purchased most of the leased equipment from
MSS.  According to the Amended Complaint, at the direction of the
MSS Defendants as members of the group "Insiders," some of the
same equipment was transferred to Bowie Resources, LLC for no
consideration and then resold to MSS for "well below the value the
machinery had been appraised for just a year and a half earlier."
MSS allegedly took the equipment "with full knowledge that the
original transfer of the equipment to Bowie was fraudulent."

Pursuant to the Court's ruling, the Motion to Dismiss filed by the
Defendants is granted with respect to the claims for breach of
fiduciary duty, aiding and abetting breach of fiduciary duty,
corporate waste, and aiding and abetting corporate waste to the
extent the claims rely on acts of the MSS Defendants that occurred
before June 11, 2004; granted with respect to the claim for civil
conspiracy to the extent the claim relies on acts of the MSS
Defendants that occurred before June 11, 2008; granted with
respect to the request for attorneys' fees; and denied in all
other respects.

The Court also ruled the Defendants' Motion for More Definite
Statement is granted.

The Court granted the Plaintiff 14 days from the date of the order
to file an amended complaint.

The lawsuit is, THE LIQUIDATING TRUSTEE OF APP FUELS CREDITORS
TRUST Plaintiff, v. ENERGY COAL RESOURCES, et al. Defendants, Adv.
Proc. No. 11-1041 (Bankr. E.D. Ky.).  A copy of Judge Scott's
Sept. 14, 2012 Memorandum Opinion and Order is available at
http://is.gd/uf461Pfrom Leagle.com.

                      About Appalachian Fuels

Ashland, Kentucky-based Appalachian Fuels, LLC, a coal mining
company, produced and sold coal for electric utilities and coking
coal plants.  It had surface mines and underground mining
operations in eastern Kentucky and West Virginia.  Appalachian
Fuels operated as a subsidiary of Energy Coal Resources, Inc.

An involuntary petition for liquidation under Chapter 7 was filed
against Appalachian Fuels (Bankr. E.D. Ky. 09-10343) on June 11,
2009.  On June 29, 2009, the Bankruptcy Court converted the
Debtor's Chapter 7 bankruptcy to a Chapter 11.

Some of Appalachian Fuels' affiliates filed Chapter 11 petitions
and on July 17, 2009, the Court ordered that the Debtor's Chapter
11 bankruptcy be jointly administered with the bankruptcies of its
affiliates.  The cases being jointly administered with Appalachian
Fuels include: Appalachian Holding Company, Inc. (Case No.
09-10372); Appalachian Premium Fuels, LLC (Case No. 09-10373);
Appalachian Environmental, LLC (Case No. 09-10374); Kanawha
Development Corporation (Case No. 09-10375); Appalachian Coal
Holdings, Inc. (Case No. 09-10405); and Southern Eagle Energy, LLC
(Case No. 09-10406).

On July 14, 2009, the Court appointed the Official Committee of
Unsecured Creditors.

On Dec. 19, 2011, the Court entered an Agreed Order of
Confirmation of the Debtors' and Committees' Plan of Orderly
Liquidation and Distribution.  Pursuant to the terms of the Plan,
on the Jan. 3, 2012, effective date, the Official Committee of
Unsecured Creditors was dissolved and the App Fuels Creditors
Trust was established.  A Liquidating Trustee was appointed to
continue pursuit of causes of action on behalf of the Debtor.

Larry Addington, which owns a 30% stake in Energy Coal Resources
Inc., filed for personal Chapter 11 bankruptcy (Bankr. E.D. Ky.
Case No. 12-10029) on Jan. 26, 2012.


APPALACHIAN FUELS: Frost Brown Todd's Bid to Dismiss Suit Denied
----------------------------------------------------------------
Frost Brown Todd LLC failed in its bid to dismiss a lawsuit filed
by the liquidating trustee of Appalachian Fuels, LLC.

The firm is among 37 defendants named in a 164-page Amended
Complaint, filed Aug. 19, 2011.  The complaint asserts 107
separately denominated causes of action.

Two types of claims are asserted against Frost Brown Todd: (1)
state law tort claims of aiding and abetting breach of fiduciary
duty, unjust enrichment, aiding and abetting corporate waste,
legal malpractice, breach of fiduciary duty and civil conspiracy
(Claim Nos. 3, 6, 9, 10, 11 and 12); and (2) statutory avoidance
claims under the Bankruptcy Code's fraudulent transfer provisions,
11 U.S.C. Sec. 548(a)(1)(A) and/or (B) (Claim Nos. 73 and 74), and
by invoking Sec. 544(b) to avoid transfers under Kentucky's
fraudulent transfer statutes, K.R.S. Sec. 378.010 and Sec. 378.020
(Claim Nos. 75 and 76).

The Plaintiff also seeks to avoid transfers made by the Debtor
under the Bankruptcy Code's preferential transfer provision, 11
U.S.C. Sec. 547 (Claim No. 98); and recover the value of any
avoided transfers under 11 U.S.C. Sec. 550 (Claim No. 77).

Frost Brown Todd argues that the Plaintiff's causes of action
asserted in six claims should be dismissed for failure to state a
claim pursuant to Rule 12(b)(6) of the Federal Rules of Civil
Procedure, incorporated in the proceeding by Rule 7012 of the
Federal Rules of Bankruptcy Procedure.  Frost Brown Todd relies on
the affirmative defense of in pari delicto as a total bar to the
Plaintiff's recovery under the state law tort claims alleged in
the Amended Complaint.

The in pari delicto defense "refers to the plaintiff's
participation in the same wrongdoing as the defendant."

The Plaintiff raises the adverse interest exception to application
of the in pari delicto defense which provides, if the agent was
acting adversely to the interests of its principal then the
agent's bad acts are not imputed to the principal.  If an adverse
interest exception is present, the in pari delicto defense fails.
The Plaintiff also argues the removal of the alleged wrongdoers
who conducted the affairs of the Debtor and the presence of an
assignee for the Debtor while in the state court assignment for
benefit of creditors was sufficient to purge the Debtor of the
taint from the alleged wrongdoers' actions.

"When read in the light most favorable to Plaintiff, the Amended
Complaint alleges Frost Brown Todd is an insider and co-
conspirator with some of the alleged wrongdoers who conducted the
affairs of Debtor and Energy Coal Resources; Frost Brown Todd did
not disclose unwaivable conflicts; Frost Brown Todd did not
disclose the alleged wrongdoers' wrongdoings to the Independent
Directors; Frost Brown Todd did not explain the impact of filing
an assignment for benefit of creditors action or offer a complete
picture of other alternatives.  The Amended Complaint does not
conclusively establish that Frost Brown Todd is entitled to the in
pari delicto defense," said Bankruptcy Judge Joseph M. Scott, Jr.

According to Judge Scott, the record of the proceeding will
greatly benefit by further development of the facts and
presentation of evidence.  Frost Brown Todd will have an
opportunity to offer evidence of entitlement to the in pari
delicto defense.

The lawsuit is, THE LIQUIDATING TRUSTEE OF APP FUELS CREDITORS
TRUST Plaintiff, v. ENERGY COAL RESOURCES, et al. Defendants, Adv.
Proc. No. 11-1041 (Bankr. E.D. Ky.).  A copy of Judge Scott's
Sept. 14, 2012 Memorandum Opinion and Order is available at
http://is.gd/CvjMCDfrom Leagle.com.

                      About Appalachian Fuels

Ashland, Kentucky-based Appalachian Fuels, LLC, a coal mining
company, produced and sold coal for electric utilities and coking
coal plants.  It had surface mines and underground mining
operations in eastern Kentucky and West Virginia.  Appalachian
Fuels operated as a subsidiary of Energy Coal Resources, Inc.

An involuntary petition for liquidation under Chapter 7 was filed
against Appalachian Fuels (Bankr. E.D. Ky. 09-10343) on June 11,
2009.  On June 29, 2009, the Bankruptcy Court converted the
Debtor's Chapter 7 bankruptcy to a Chapter 11.

Some of Appalachian Fuels' affiliates filed Chapter 11 petitions
and on July 17, 2009, the Court ordered that the Debtor's Chapter
11 bankruptcy be jointly administered with the bankruptcies of its
affiliates.  The cases being jointly administered with Appalachian
Fuels include: Appalachian Holding Company, Inc. (Case No.
09-10372); Appalachian Premium Fuels, LLC (Case No. 09-10373);
Appalachian Environmental, LLC (Case No. 09-10374); Kanawha
Development Corporation (Case No. 09-10375); Appalachian Coal
Holdings, Inc. (Case No. 09-10405); and Southern Eagle Energy, LLC
(Case No. 09-10406).

On July 14, 2009, the Court appointed the Official Committee of
Unsecured Creditors.

On Dec. 19, 2011, the Court entered an Agreed Order of
Confirmation of the Debtors' and Committees' Plan of Orderly
Liquidation and Distribution.  Pursuant to the terms of the Plan,
on the Jan. 3, 2012, effective date, the Official Committee of
Unsecured Creditors was dissolved and the App Fuels Creditors
Trust was established.  A Liquidating Trustee was appointed to
continue pursuit of causes of action on behalf of the Debtor.

Larry Addington, which owns a 30% stake in Energy Coal Resources
Inc., filed for personal Chapter 11 bankruptcy (Bankr. E.D. Ky.
Case No. 12-10029) on Jan. 26, 2012.


APPALACHIAN FUELS: Suit Against Jet Support Survives Dismissal Bid
------------------------------------------------------------------
Bankruptcy Judge Joseph M. Scott, Jr., denied the request of Jet
Support Services, Inc., to dismiss the lawsuit filed by the
liquidating trustee of Appalachian Fuels, LLC.

The 164-page Amended Complaint, filed Aug. 19, 2011, asserts 107
separately denominated causes of action against 37 defendants.
The claims asserted against JSSI are based on allegations that
Debtor made actual or constructively fraudulent transfers to JSSI.
The Plaintiff seeks to avoid the transfers under the Bankruptcy
Code's fraudulent transfer provisions, 11 U.S.C. Sec. 548(a)(1)(A)
and/or (B) (Claim Nos. 88-89), and by invoking Sec. 544(b) to
avoid any transfers under Kentucky's fraudulent transfer statutes,
K.R.S. Sec. 378.010 and Sec. 378.020 (Claim Nos. 90-91).  The
Plaintiff also seeks to recover the value of any avoided transfers
under Sec. 550 (Claim No. 92).

JSSI seeks dismissal of the Claims pursuant to Fed. R. Civ. P.
12(b). JSSI argues that Plaintiff has "pled itself out of court"
by pleading facts that prove a defense that preclude the JSSI
claims.

The Plaintiff alleges that the "Insiders" as defined in the
Amended Complaint caused the Debtor to make over $400,000 in
maintenance payments on a Gulfstream jet to JSSI despite (i) the
Debtor having no ownership interest, and (ii) Addington Aviation,
owned by Insider Larry Addington, having the responsibility to
make the financing payments on the Gulfstream directly.  The
Plaintiff further alleges that despite making the maintenance
payments, the Gulfstream was used by the Insiders for personal
travel rather than for a legitimate business purpose for the
Debtor.

According to Judge Scott, the Plaintiff's allegation that the jet
was used by Insiders for personal use rather than for the Debtor's
legitimate business purposes, when taken as true, is sufficient to
satisfy the pleading standards necessary to withstand a motion to
dismiss.

"Moreover, there are sufficient factual allegations that could
establish, beyond a speculative level, certain of the badges of
fraud and, thus, give rise to right of relief for actual fraud,"
the judge said.

The lawsuit is, THE LIQUIDATING TRUSTEE OF APP FUELS CREDITORS
TRUST Plaintiff, v. ENERGY COAL RESOURCES, et al. Defendants, Adv.
Proc. No. 11-1041 (Bankr. E.D. Ky.).  A copy of Judge Scott's
Sept. 14, 2012 Memorandum Opinion and Order is available at
http://is.gd/F7DN0Dfrom Leagle.com.

                      About Appalachian Fuels

Ashland, Kentucky-based Appalachian Fuels, LLC, a coal mining
company, produced and sold coal for electric utilities and coking
coal plants.  It had surface mines and underground mining
operations in eastern Kentucky and West Virginia.  Appalachian
Fuels operated as a subsidiary of Energy Coal Resources, Inc.

An involuntary petition for liquidation under Chapter 7 was filed
against Appalachian Fuels (Bankr. E.D. Ky. 09-10343) on June 11,
2009.  On June 29, 2009, the Bankruptcy Court converted the
Debtor's Chapter 7 bankruptcy to a Chapter 11.

Some of Appalachian Fuels' affiliates filed Chapter 11 petitions
and on July 17, 2009, the Court ordered that the Debtor's Chapter
11 bankruptcy be jointly administered with the bankruptcies of its
affiliates.  The cases being jointly administered with Appalachian
Fuels include: Appalachian Holding Company, Inc. (Case No.
09-10372); Appalachian Premium Fuels, LLC (Case No. 09-10373);
Appalachian Environmental, LLC (Case No. 09-10374); Kanawha
Development Corporation (Case No. 09-10375); Appalachian Coal
Holdings, Inc. (Case No. 09-10405); and Southern Eagle Energy, LLC
(Case No. 09-10406).

On July 14, 2009, the Court appointed the Official Committee of
Unsecured Creditors.

On Dec. 19, 2011, the Court entered an Agreed Order of
Confirmation of the Debtors' and Committees' Plan of Orderly
Liquidation and Distribution.  Pursuant to the terms of the Plan,
on the Jan. 3, 2012, effective date, the Official Committee of
Unsecured Creditors was dissolved and the App Fuels Creditors
Trust was established.  A Liquidating Trustee was appointed to
continue pursuit of causes of action on behalf of the Debtor.

Larry Addington, which owns a 30% stake in Energy Coal Resources
Inc., filed for personal Chapter 11 bankruptcy (Bankr. E.D. Ky.
Case No. 12-10029) on Jan. 26, 2012.


APOLLO MEDICAL: Incurs $3.2 Million Net Loss in July 31 Quarter
---------------------------------------------------------------
Apollo Medical Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $3.20 million on $1.64 million of revenue for the
three months ended July 31, 2012, compared with a net loss of
$122,833 on $1.09 million of revenue for the same period during
the prior year.

The Company reported a net loss of $3.36 million on $3.28 million
of revenue for the six months ended July 31, 2012, compared with a
net loss of $351,764 on $2.13 million of revenue for the same
period a year ago.

The Company's balance sheet at July 31, 2012, showed $1.46 million
in total assets, $5.07 million in total liabilities, and a
$3.61 million total stockholders' deficit.

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

                        http://is.gd/M5VywY

                       About Apollo Medical

Glendale, Calif.-based Apollo Medical Holdings, Inc., provides
hospitalist services in the Greater Los Angeles, California area.
Hospitalist medicine is organized around the admission and care of
patients in an inpatient facility such as a hospital or skilled
nursing facility and is focused on providing, managing and
coordinating the care of hospitalized patients.

The Company reported a net loss of $720,346 for the year ended
Jan. 31, 2012, compared with a net loss of $156,331 during the
prior year.

Kabani & Company, Inc., in Los Angeles, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Jan. 31, 2012, citing accumulated
deficit of $2,117,708 as of Jan. 31, 2012, negative working
capital of $266,044 and cash flows used in operating activities of
$385,455, which raised substantial doubt about the Company's
ability to continue as a going concern. .


ARS INTERMEDIATE: Moody's Cuts Corp. Family Rating to 'Caa1'
------------------------------------------------------------
Moody's Investors Service downgraded ARS Intermediate Holdings
LLC's Corporate Family Rating ("CFR") to Caa1 from B3, Probability
of Default Rating to Caa1 from B3, and Senior Secured Second Lien
Notes to B3 from B2. Moody's also affirmed the Caa2 rating on the
company's Senior Secured PIK Notes. These actions follow weaker-
than-expected operating performance and a very thin margin of
covenant compliance in the second quarter of 2012 despite a
covenant amendment the company had obtained earlier this year.
Moody's has concluded that unpredictable weather-related demand
and highly competitive markets will continue to create volatility
in ARS' operating performance and liquidity that is more in line
with a Caa1 CFR when considering the company's narrow operating
margins and highly leveraged capital structure. Expectations for
soft consumer spending trends could also limit ARS' ability to
improve operating performance. The rating outlook is stable.

The actions:

  Issuer: ARS Intermediate Holdings LLC

    Corporate Family Rating, Downgraded to Caa1 from B3

    Probability of Default Rating, Downgraded to Caa1 from B3

    $50 million Senior Secured PIK Notes, Affirmed at Caa2 (LGD5
    82%; adjusted from 83%)

  Issuer: American Residential Services LLC

    $165 million Second Lien Senior Secured Notes, Downgraded to
    B3 (LGD3 41%) from B2

Ratings Rationale

The Caa1 CFR is principally constrained by weak credit metrics,
tight covenants, and an aggressive financial philosophy. Moody's
estimates adjusted financial leverage near 7 times Debt/EBITDA and
interest coverage near 1 time (EBITDA-CapEx)/Interest for the
twelve months ended June 30, 2012. These metrics incorporate
Moody's standard adjustments to capitalize operating leases and
consider management fees as operating expenses, and also
incorporate payment-in-kind loans held at the holding company
level; for comparative purposes, Moody's estimates leverage in the
low-to-mid 5 times range and interest coverage in the low 1 times
range using credit agreement definitions. The rating is also
constrained by high competition in the fragmented HVAC and
plumbing services industry, seasonal demand patterns, and exposure
to fluctuations in demand due to unpredictable weather conditions.
Notwithstanding these concerns, the CFR considers favorably the
company's good market positions, moderate geographic diversity,
good track record of acquiring and integrating strategic
businesses, and expectations that operating performance could
improve in the near-term with a return to more normalized weather
conditions.

The stable outlook assumes that ARS will maintain interest
coverage at or above 1 time, generate at least breakeven free cash
flow, and maintain access to its revolving credit facility.
Moody's could take a negative action with expectations for
interest coverage below 1 time, negative free cash flow, or
deterioration in the company's liquidity position. Conversely, a
rating upgrade is unlikely absent an evidenced ability to both
improve credit metrics and reduce debt. Moody's could consider a
positive action with expectations for leverage sustained below 6
times, interest coverage sustained above 1.5 times, free cash flow
sustained above 2 % of debt, and improved cushion under financial
maintenance covenants.

The principal methodology used in rating ARS Intermediate was the
Global Business & Consumer Service Industry Methodology, published
October 2010. Other methodologies used include Loss Given Default
for Speculative Grade Issuers in the US, Canada, and EMEA,
published June 2009.

ARS, headquartered in Memphis, Tennessee, is one of the largest
providers of HVAC, plumbing, sewer, drain cleaning, and energy
efficiency services in the United States. The company serves both
residential and commercial customers through a network of 70
service center locations in 23 states. CI Capital Partners LLC
owns a majority of the equity interests in ARS. ARS reported
revenues of approximately $622 million for the twelve months ended
June 30, 2012.


ATOM INSTRUMENT: Court Rejects Summary Judgment Bid in Patent Suit
------------------------------------------------------------------
Bankruptcy Judge Marvin Isgur denied a motion for summary filed by
Franek Olstowski and ATOM Instrument Corporation in the lawsuit,
Franek Olstowski, et al, Plaintiff(s), v. Petroleum Analyzer
Company, L.P., et al, Defendant(s), Adv. Proc. No. 12-3141 (Bankr.
S.D. Tex.).

The dispute involves ownership of the excimer technology developed
by Mr. Olstowski.  Mr. Olstowski was a consultant for Petroleum
Analyzer from 2001 to 2006.  On June 15, 2001, he signed a
Consultant Agreement with Antek Instruments, L.P. for personal
consulting services.  The Consultant Agreement provided that all
confidential information, technology, prototypes, and products
developed by Mr. Olstowski while providing service for Antek would
be Antek's exclusive property.

Antek merged with Petroleum Analyzer in 2004.  Petroleum Analyzer
is the surviving entity.

On Sept. 29, 2003, Mr. Olstowski applied to the United States
Patent and Trademark Office for a patent -- 395 Patent -- entitled
"Apparatus For Trace Sulfur Detections Using UV Fluorescence".  On
July 17, 2008, the USPTO granted him the 395 Patent.

On Oct. 21, 2004, Mr. Olstowski applied to the USPTO for a patent
-- 381 Patent -- entitled "Combustion Apparatus And Methods for
Making And Using Same".  The USPTO granted Olstowski the 381
Patent on Aug. 5, 2008.

Mr. Olstowski filed an assignment of the 381 and 395 Patents to
ATOM with the USPTO on Aug. 17, 2009, and assignment was effective
on March 2, 2009.

Petroleum Analyzer sued Mr. Olstowski and ATOM in state court in
2006 for declaratory relief and damages for breach of contract and
conversion.  PAC's prayer in its arbitration demand requested a
declaration that, "PAC is the owner of all technology, prototypes
and products developed by Olstowski since June 2001 while
providing consultant's service for PAC."

The 2006 litigation was resolved by an Arbitration Award which
among other things (1) declared Mr. Olstowski the owner of the
excimer technology; (2) declared the Consultant Agreement binding
on both Petroleum Analyzer and Mr. Olstowski; and (3) omitted any
declaration as to whether Petroleum Analyzer was the owner of all
technology developed by Mr. Olstowski between 2001 and 2006.

In 2009, Petroleum Analyzer contacted Mr. Olstowski to have him
assign the 381 and 395 Patents to Petroleum Analyzer.  Following
Mr. Olstowski's failure to respond, Petroleum Analyzer filed a new
lawsuit against Mr. Olstowski and ATOM in state court in 2011
seeking a declaratory judgment that Petroleum Analyzer owned the
381 and 395 Patents pursuant to the Consultant Agreement, and
seeking damages for breach of contract and conversion.  Mr.
Olstowski filed his own complaint on Dec. 21, 2010, requesting a
declaratory judgment that ATOM was the owner of the 381 and 395
Patents.  The parties agreed to consolidate the causes of action.

Following ATOM's bankruptcy filing, Mr. Olstowski and ATOM on
March 15, 2012, removed the 2011 litigation to the Bankruptcy
Court.  On June 28, 2012, the parties filed Stipulated Summary
Judgment Documents.

Excimer technology refers to (1) technology and methods embodied
in the patent applications styled "Improved Ozone Generator with
Duel Dielectric Barrier Discharge, Improved Closed-Loop Light
Intensity Control and Related Fluorescence Application Method, and
Excimer UV Fluorescence Detection; (2) all accompanying drawings,
blueprints, schematics and formulas created or drawn by either
Olstowski or Virgil Stamps of the application identified or in
support of (1) and (2); and (3) issued patents and/or Patent
Applications pending entitled: Ozone Generator with Dual
Dielectric Barrier Discharge and Methods for Using Same, Improved
Closed-Loop Light Intensity Control and Related Fluorescence
Application Method, and Excimer UV Fluorescence (as amended).

A copy of the Court's Sept. 14, 2012 Memorandum Opinion is
available at http://is.gd/3MVPlOfrom Leagle.com.

ATOM Instrument Corporation, dba Excitron Corporation, filed for
Chapter 11 bankruptcy (Bankr. S.D. Texas Case No. 12-31184) on
Feb. 10, 2012, disclosing under $1 million in both assets and
debts.  Melissa Anne Haselden, Esq., at Hoover Slovacek LLP,
serves as the Debtor's bankruptcy counsel.


ATP OIL: U.S. Trustee Appoints 3-Member Creditors Committee
------------------------------------------------------------
Judy A. Robbins, the United States Trustee for Region 7, formed a
three-member Official Committee of Unsecured Creditors of ATP Oil
& Gas Corporation.

The Committee members are:

     1. Michael L. Spolan, for Capital Ventures International
        c/o Heights Capital Management Inc.
        101 California Street, Suite 3250
        San Francisco, CA 94111,
        Tel: (415) 403-6500
        Fax: (415) 403-6525
        E-mail: michael.spolan@sig.com

     2. Edward Kovalik, for Burnham Securities Inc.
        c/o KLR Group, 510 Madison Ave., 10th Floor
        New York, NY 10022
        Tel: (212) 642-0423
        Fax: (646) 576-8630
        E-mail: ek@klrgroup.com

     3. Susan Benoit, for Deep South Chemical, Inc.
        P.O. Box 80657
        Lafayette, LA 70598,
        Tel: (337) 837-9931
        E-mail: susanbenoit@deep-south-chemical.com

                         About ATP Oil

Houston, Tex.-based ATP Oil & Gas Corporation is an international
offshore oil and gas development and production company focused
in the Gulf of Mexico, Mediterranean Sea and North Sea.

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

The company disclosed $3.64 billion in assets and $3.49 billion in
liabilities as of March 31, 2012.  Debt includes $365 million on a
first-lien loan, $1.5 billion on second-lien notes with Bank of
New York Mellon Trust Co. as agent, $35 million on convertible
notes and $23.4 million owing to third parties for their shares of
production revenue.

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


ATP OIL: Creditors Committee Opposes DIP Financing Motion
---------------------------------------------------------
The Official Committee of Unsecured Creditors of ATP Oil & Gas
Corporation has objected to ATP Oil's emergency motion for entry
of interim and final orders (1) approving postpetition financing,
(2) authorizing use of cash collateral, (3) granting liens and
providing superpriority administrative expense status, (4)
granting adequate protection, (5) modifying automatic stay, (6)
authorizing Debtor to file the fee letter under seal and (7)
scheduling a final hearing.

The Committee states:

  1. The Court approved a DIP Facility that included a complete
     "roll-up" of approximately $365 million of prepetition
     indebtedness.  This roll-up, however, did not simply convert
     prepetition debt into postpetition debt, but also
     substantially increased the collateral supporting the
     formerly prepetition indebtedness removing any ability to
     seek alternative financing at least in the near term.  To
     date, only limited incremental liquidity has been made
     available under the DIP Facility.

  2. If the additional liquidity is not available, it is a near
     certainty that the Debtor will be forced to liquidate
     immediately based on the projections introduced at the first
     day hearings in this case.

  3. As currently drafted, the DIP Facility is essentially an
     option to lend rather than a committed financing, providing
     the DIP Lenders with a potential quick path to exit the
     case unscathed and with advantageous positioning and control
     of the estate.  Accordingly, this Court should not enter the
     final order unless it is conditioned on certain critical
     modifications to the DIP Facility.

Other Objectors

Gulf Offshore Logistics, L.L.C. (owed $3,427,905.64), Martin
Holdings, L.L.C. (owed $253,937.12), C-Port/Stone, L.L.C. (owed
$1,501,053.66), Offshore Service Vessels, L.L.C. (owed $122,650),
and Barry Graham Oil Service, LLC (owed $896,605.33), also filed a
joint objection to the DIP financing motion.  Prior to the filing
of the bankruptcy case, each of the movants provided pre-petition
services for the Debtor's operations and have statutory liens on
property owned by the Debtor.  Gulf Offshore, et al., do not
oppose the DIP financing generally, but want to ensure that the
DIP financing order includes language which (i) preserves their
valid liens and privileges (ii) provides, to the extent required
by law, them with adequate protection.

BEE MAR, LLC, and ERA Helicopters, LLC, Harvey Gulf International
Marine, LLC, Ken-Vac Corp., and other parties also filed joinders
to the objections raised by Gulf Offshore.

Warrior Energy Services Corporation and Superior Energy Services,
L.L.C., also oppose the entry of a final order on the DIP
financing motion.  Warrior and Superior are trade creditors of
ATP.  Warrior is owed $1,255,717 while Superior is owed $819,895.
Warrior and Superior argue that:

   A. "New Money" Facility may never be fully funded.

   B. The Final DIP Order should make clear that the definition of
      Senior Statutory Liens expressly includes all Statutory
      Liens that are timely perfected, regardless of whether a
      lien affidavit or notice of perfection under Section 546 was
      filed after the Petition Date.  Moreover, the Final DIP
      Order should make clear that the DIP Liens will be
      subordinsted to all Senior Statutory Liens encumbering both
      the Previously-Encumbered Property and the Previously-
      Unencumbered Property.  Finally, the Objecting Parties
      object to the DIP Motion insofar as it affords to provide
      adequate protection in favor of the holders of Senior
      Statutory Liens with respect to any diminution in the value
      of the cash collateral subject to the Senior Statutory
      Liens.

The Final hearing on the DIP Motion is presently scheduled for
Sept. 20, 2012, at 1:30 p.m.

                         About ATP Oil

Houston, Tex.-based ATP Oil & Gas Corporation is an international
offshore oil and gas development and production company focused
in the Gulf of Mexico, Mediterranean Sea and North Sea.

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

The company disclosed $3.64 billion in assets and $3.49 billion in
liabilities as of March 31, 2012.  Debt includes $365 million on a
first-lien loan, $1.5 billion on second-lien notes with Bank of
New York Mellon Trust Co. as agent, $35 million on convertible
notes and $23.4 million owing to third parties for their shares of
production revenue.

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


ATP OIL: Seeks to Hire PwC as Auditors, Blackhill for CRO
---------------------------------------------------------
ATP Oil & Gas Corporation has filed with the U.S. Bankruptcy Court
for the Southern District of Texas applications to:

  -- employ PricewaterhouseCoopers LLP as Debtor's independent
     auditors and tax advisors.

  -- employ Blackhill Partners, LLC, and designate James R.
     Latimer, III as chief restructuring officer to the Debtor,
     nunc pro tunc to Sept. 14, 2012.

As compensation for its services as independent auditors of the
Debtor's consolidated financial statements for the year ended
Dec. 31, 2012, PwC will receive a fixed fee of $1,870,000.  As
compensation for its services as tax advisors to the Debtor, PwC
will receive a fixed fee of $58,000.

Pursuant to the engagment letter, the fees and expenses of
Blackhill Partners are:

  a. Fee Retainer: $75,000
  b. Expense Retainer: $25,000
  c. Professional Fees: no more than $125,000 will be paid in a
     given month ("Fee Cap") (unless approved by the Board of
     Directors); any fees incurred in excess of the Fee Cap will
     be paid in a subsequent month where the Fee Cap has not been
     met:

       i. Latimer's Rate: $550 per hour

      ii. Blackhill's managing directors and executive advisory
          team members: $400-$475 per hour

     iii. Blackhill's vice presidents and senior staff members:
          $250 -$400 per hour

  d. Success Fee: $250,000 in the event that a Plan is confirmed
     and effective (pursuant to conditions set forth in the
     Engagement Letter).

                         About ATP Oil

Houston, Tex.-based ATP Oil & Gas Corporation is an international
offshore oil and gas development and production company focused
in the Gulf of Mexico, Mediterranean Sea and North Sea.

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

The company disclosed $3.64 billion in assets and $3.49 billion in
liabilities as of March 31, 2012.  Debt includes $365 million on a
first-lien loan, $1.5 billion on second-lien notes with Bank of
New York Mellon Trust Co. as agent, $35 million on convertible
notes and $23.4 million owing to third parties for their shares of
production revenue.

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


ATP OIL: Common Stock Delisted from NASDAQ
------------------------------------------
The NASDAQ Stock Market LLC filed with the U.S. Securities and
Exchange Commission a Form 25-NSE notifying the Commission
regarding the removal from listing or registration of ATP Oil &
Gas Corp.'s common stock on NASDAQ.

On Aug. 20, 2012, ATP Oil received a letter from NASDAQ notifying
the Company that in accordance with Listing Rules 5101, 5110(b),
and IM-5101-1, NASDAQ has determined that the Company's common
stock will be delisted.

The Company did not appeal the NASDAQ staff's determination to
delist its common stock.

                           About ATP Oil

Houston, Tex.-based ATP Oil & Gas Corporation is an international
offshore oil and gas development and production company focused
in the Gulf of Mexico, Mediterranean Sea and North Sea.

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

The company disclosed $3.64 billion in assets and $3.49 billion in
liabilities as of March 31, 2012.  Debt includes $365 million on a
first-lien loan, $1.5 billion on second-lien notes with Bank of
New York Mellon Trust Co. as agent, $35 million on convertible
notes and $23.4 million owing to third parties for their shares of
production revenue.

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


BARNES BAY: Judge Denies Appeal on Cap on Attorneys' Fees
---------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that U.S. District Judge
Richard G. Andrews Tuesday denied the appeal of three law firms
seeking to collect millions in additional fees from Barnes Bay
Development Ltd.'s dismissed Chapter 11 plan, ruling the
bankruptcy judge correctly capped the professionals' pay at $6.3
million as set out in the debtor-in-possession financing.

According to Bankruptcy Law360, Judge Andrews denied the appeal of
Akin Gump Strauss Hauer & Feld LLP, the debtor's attorney, and
Brown Rudnick LLP and Womble Carlyle Sandridge & Rice LLP, which
represented the official committee of unsecured creditors.

                         About Barnes Bay

Beverly Hills, California-based Barnes Bay Development Ltd., owns
the Viceroy Anguilla Resort & Residences on the British West
Indies island of Anguilla.  Barnes Bay and two affiliates filed
for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No.
11-10792) on March 17, 2011, to facilitate the sale of the resort.
Barnes Bay disclosed $3,331,282 in assets and $481,840,435 in
liabilities as of the Chapter 11 filing.

Akin Gump Straus Hauer & Feld LLP is the Debtors' bankruptcy
counsel, and Keithley Lake & Associates is the Debtors' special
Anguillan counsel.  Kurtzman Carson Consultants LLC is the
Debtors' claims, noticing, solicitation and balloting agent.

The U.S. Trustee appointed five members to the official committee
of unsecured creditors in the Debtors' cases.  Brown Rudnick LLP
serves as the Committee's co-counsel, and Womble Carlyle Sandridge
& Rice, PLLC, as its Delaware co-counsel.  C.R. Hodge & Associates
is the Committee's foreign counsel.  FTI Consulting, Inc., serves
as the Committee's financial advisors.

U.S. Bankruptcy Judge Peter J. Walsh in Delaware in September said
that he wouldn't approve the resort's reorganization plan because
it unfairly discriminated among creditors who put down deposits to
buy units.  Barnes Bay has not filed a revised plan.

Starwood Capital Group LLC was the winner of a July auction to
determine who would sponsor the reorganization plan.  It called
for Starwood to assume ownership on account of its US$370 million
secured claim.  When the plan failed, Starwood took ownership
through foreclosure.


BELLMARK RECORDS: Producer Wins $2MM in Copyright Suit
------------------------------------------------------
Carolina Bolado at Bankruptcy Law360 reports that a Texas federal
jury on Wednesday awarded music producer Alvertis Isbell
$2.4 million for copyright infringement of hip-hop songs "Dazzey
Duks" and "Whoomp! (There It Is)" by publisher DM Records Inc.,
which claimed Isbell had sold his rights in a bankruptcy sale.

The jury in the Eastern District of Texas found that DM had
infringed Isbell's copyright of both songs, which Isbell said he
had transferred to his publishing company, Alvert Music, before
selling the assets of his bankrupt Bellmark Records to DM in 1999,
according to Bankruptcy Law360.

During the early 1990's, Bellmark entered into writers agreements
to obtain composition rights to the Compositions for its
affiliated publishing company, Alvert Music.  Bellmark retained
for itself the two sound recordings.  In 1997, DM Records secured
licenses from both of Mr. Isbell's companies to exploit both the
musical compositions and sound recordings.  In April of that year,
Bellmark filed a Chapter 11 bankruptcy petition, which was later
converted into a Chapter 7 petition.  In October 1999, DM
purchased the assets of Bellmark from the bankruptcy estate,
including all of Bellmark's rights in the Compositions.  Alvert
Music has not sought bankruptcy protection.  Since that time, DM
allegedly has proceeded with regard to the Compositions in a
manner inconsistent with Alvert Music's ownership rights.  In
2002, Mr. Isbell filed the lawsuit in the Northern District of
Texas.  In 2004, that court transferred the matter, and the
magistrate judge referred it to the bankruptcy court in that same
year.  In 2007, the bankruptcy court issued a report and
recommendation that the magistrate judge's referral be withdrawn,
and the undersigned judge agreed.  Following an appeal of a
December 2008 order by the District Court, this case is now
pending once more before the District Court.


BENDER SHIPBUILDING: Henry Marine Has Plan Relief to Pursue Claims
------------------------------------------------------------------
Bankruptcy Judge Margaret A. Mahoney granted the request of Henry
Marine Services, Inc. and Henry Properties, LLC, for additional
relief from the Court's order confirming Bender Shipbuilding and
Repair Co., Inc.'s joint plan of liquidation, permitting Henry
Marine to amend its proof of claim against Bender to include Henry
Properties.  Judge Mahoney also allowed Henry Marine and Henry
Properties to proceed in their state court suit with Bender and
the state court may determine the amount of damages, if any, that
are owed to Henry Marine and Henry Properties and reduce that
amount to judgment.  Any judgment obtained may only be collected
against any available insurance or by virtue of the unsecured
claim filed in Bender's bankruptcy case.

Bender sued Henry Marine on Jan. 10, 2008 in Mobile County Circuit
Court in case No. CV-2008-900048.  The suit claimed that Henry
Marine's drydock sunk on Jan. 19, 2006 and slid underneath
Bender's drydock.  Henry Marine countered that Bender's dredging
harmed Henry Marine's "riparian and/or property rights."  Henry
Marine alleged that the violations caused erosion of Henry
Marine's property and made the river bank "unstable and unsafe."
Henry Marine sought damages to compensate for or to repair the
erosion caused by Bender's dredging.  Bender then sued the
dredging companies with whom it contracted for damages if Bender
was held liable in any manner to Henry Marine.

On March 29, 2010, Henry Marine filed in Bender's Chapter 11 case
a proof of claim seeking $432,455 in compensatory damages
including costs associated with "recovering its dry dock and costs
related to repairing its dry dock."  Henry Marine also sought an
undetermined amount of compensatory damages for "lost profits,
business opportunities, and use of its dry dock;" an undetermined
amount of compensatory damages to "restore its shoreline and to
secure its shoreline from eroding in the future;" and an
undetermined amount of compensatory damages "for the decrease of
its property value."

A copy of the Court's Sept. 17 Order is available at
http://is.gd/uVDq5dfrom Leagle.com.

                     About Bender Shipbuilding

On June 9, 2009, three creditors filed an involuntary Chapter 7
petition (Bankr. S.D. Ala. Case No. 09-12616) against Mobile,
Ala.-based Bender Shipbuilding & Repair Co. --
http://www.bendership.com/-- and on July 1, 2009, Bender
consented to voluntary conversion of the involuntary chapter 7
proceeding to a chapter 11 proceeding.  The Debtor sold
substantially all of its assets in late-2009 to Dallas-based SunTX
Capital Partners.  The Court confirmed the Debtor's Plan of
Liquidation on Dec. 9, 2010.  The Plan became effective Dec. 27,
2010.


BERNARD L. MADOFF: Trustee Says Daughters-in-Law Can Be Sued
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee liquidating Bernard L. Madoff Investment
Securities LLC said in filings in U.S. District Court that the
wives of Bernard Madoff's two sons shouldn't be allowed to keep a
combined $54.6 million under a judge-made law known as the in pari
delicto defense.

According to the report, in May, trustee Irving Picard revised his
complaint against the Madoff family by adding a wife, a widow, and
a former wife of sons of Bernard Madoff as defendants on
$57.5 million in claims.  The claims against spouses Deborah
Madoff and Stephanie Mack were part of an existing $255 million
complaint against the Madoff family.  U.S. District Judge Jed
Rakoff took the family suit out of bankruptcy court to decide what
parts could survive and what should be thrown out without a trial.
Stephanie Mack, Mark Madoff's widow, and Deborah Madoff, Andrew
Madoff's wife, argued in papers filed Aug. 3 with Judge Rakoff
that the in pari delicto defense bars the trustee's claims brought
under state law.

The report relates that they contend that the defense is
applicable unless they were insiders exercising "de facto control"
of the company.  In his opposition papers, Picard found no case
where the in pari delicto defense protected a spouse of someone
who participated in fraudulent conduct.  He said that the spouses
were "unjustly enriched by the same transfers which unjustly
enriched" their spouses.  The spouses admit that they can be sued
for receipt of actually fraudulent transfers going back two years
before bankruptcy.  They said they can't be sued under state law
for receipt of fraudulently obtained property going back years
earlier.

The report notes that the in pari delicto defense is judge-made
equity law first created centuries ago.  The defense bars someone
who participated in fraud from using a court to sue anyone else
involved in the fraud.  The defense has been applied to bar suits
by bankruptcy trustees because they step into shoes of the company
committing the fraud.  The U.S. Government Accountability Office
published a report on the Madoff liquidation regarding the
trustee's suits, settlements and activities in customer accounts.

The report relays that the study found that 60% of individual
customers took more cash out of their accounts than they invested,
thus making them "net winners."  Only 50% of institutional
investors were net winners, the GAO said.  When it comes to
accepting or rejecting claims, the trustee's decisions were
"similar" for individual and institutional accounts, the GAO said.
Net losers, those who took out less cash than they invested, had
"most" of their claims allowed, again regardless of whether the
customer was an individual or an institution.

The family lawsuit is Picard v. Estate of Mark Madoff, 09-01503,
U.S. District Court, Southern District of New York (Manhattan).

                      About Bernard L. Madoff

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

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

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

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

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

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

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


BERNARD L. MADOFF: Trustee Not Biased, GAO Says
-----------------------------------------------
Eric Hornbeck at Bankruptcy Law360 reports that Irving Picard, the
trustee unwinding Ponzi schemer Bernard L. Madoff's trading firm,
hasn't treated individual investors differently from institutions
when making decisions about accepting or rejecting claims,
according to a U.S. Government Accountability Office report
released Thursday.

Mr. Picard, a partner at BakerHostetler, rejected most claims from
the scheme's "net winners" ? those investors who withdrew more
money from their Madoff accounts than they deposited with him ?
but accepted most claims from net losers, regardless of whether
the investors were individuals or institutions, the GAO found.

                      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.


BIG SKY FARMS: Feed Suppliers Want Prompt Payments
--------------------------------------------------
Feed suppliers DEL-uxe Feeds, Inc., and Farmers Cooperative
Company, Hinton, Iowa, object to the request for provisional
relief in the Chapter 15 bankruptcy case of Big Sky Farms Inc., to
the extent that any order for provisional relief:

     (a) requires feed suppliers to supply feed to the
         Debtor in the future.  They assert that they have the
         right under Iowa law to terminate their business
         relationship with Big Sky;

     (b) prohibits feed suppliers from perfecting feed liens for
         post-petition sales.  Feed suppliers are entitled to
         perfect liens under the Bankruptcy Code;

     (c) prohibits feed suppliers from requesting that their names
         be put on checks issued by hog buyers; and

     (d) fails to recognize the feed suppliers' pre-existing lien
         rights.

Prior to the Petition Date, the Debtor purchased agricultural
supplies from DEL-uxe for the benefit of the Debtor's hogs.  The
Debtor accumulated feed and supply bills of roughly $265,000.
DEL-uxe properly perfected an agricultural supply lien in the
Debtor's hogs for its sale of agricultural supplies pursuant to
Chapter 570A of the Code of Iowa.  DEL-uxe believes the Debtor is
in possession of checks for sale of hogs which are co-payable to
DEL-uxe due to its perfected liens.  In the immediate future DEL-
uxe intends to continue to deliver feed so long as it is paid
currently from funds other than proceeds of hogs sold pre-
petition, in which DEL-uxe already has a lien.  However, DEL-uxe
states that it has no written agreement or verbal agreement to
supply feed and supplements on an ongoing basis.

Prior to the Petition Date, the Debtor also purchased livestock
feed as defined by Iowa Code Sec. 570A.5(3) from FCC-Hinton for
the benefit of the Debtor's hogs.  The Debtor accumulated
livestock feed bills of $127,165 for livestock feed supplied by
FCC-Hinton to the Debtor's hogs.  FCC-Hinton properly perfected an
Iowa feed supplier lien in the Debtor's hogs for the sale of the
livestock feed previously delivered to Debtor's hogs.  FCC-Hinton
believes that the Debtor is in possession of checks for sales of
hogs but those checks are also made co-payable to FCC-Hinton due
to its perfected liens.  In the immediate future, FCC-Hinton
intends that it may continue to deliver feed so long as the feed
is paid at the time of delivery, and paid from funds other than
the proceeds of hogs sold pre-petition in which FCC-Hinton already
has a lien. However, FCC-Hinton states that it has no written feed
agreement or oral agreement to supply livestock feed to the Debtor
on an ongoing basis.

DEL-uxe is represented by:

          Daniel E. DeKoter, Esq.
          DEKOTER, THOLE & DAWSON, P.L.C.
          315 9th St.
          P.O. Box 253
          Sibley, IA 51249
          Tel: (712) 754-4601
          Fax: (712) 754-2301
          E-mail: dandekoter@sibleylaw.com

FCC-Hinton is represented by:

          Lance D. Ehmcke, Esq.
          Allyson C. Dirksen, Esq.
          Peter J. Leo, Esq.
          HEIDMAN LAW FIRM, LLP
          1128 Historic Fourth Street
          P.O. Box 3086
          Sioux City, IA 51102
          Telephone: (712)255-8838
          Facsimile: (712)258-6714
          E-mail: Lance.Ehmcke@heidmanlaw.com
                  Allyson.Dirksen@heidmanlaw.com
                  Peter.Leo@heidmanlaw.com

Big Sky Farms Inc., Canada's second-biggest hog producer, filed a
voluntary petition (Bankr. N.D. Iowa Case No. 12-01711) for relief
and recognition of foreign proceeding under Chapter 15 of the
United States Bankruptcy Code on Sept. 12, 2012.  Big Sky Farms
owns hogs located in facilities in the United States and in the
Northern District of Iowa.

Big Sky Farms is the subject of receivership proceedings in the
Court of Queen's Bench for Saskatchewan, Judicial Centre of
Saskatoon under the Bankruptcy Insolvency Act.  Ernst & Young is
Big Sky Farms' receiver in the Canadian proceeding.  The Bank of
Nova Scotia, as agent for lenders of Big Sky, sought the
receivership.

Bankruptcy Judge Thad J. Collins presides over the Chapter 15
case.  Julie Johnson McLean, Esq., at Davis, Brown, Koehn, Shors &
Roberts, P.C., represents Kevin Blair Brennan, Senior VP at Ernst
& Young, the receiver.

The Chapter 15 petition filed in Cedar Rapids, Iowa, estimated
US$50 million to US$100 million in assets and liabilities.


BIG SKY FARMS: Files Amendment to List of Creditors
---------------------------------------------------
Ernst & Young Inc., the receiver for Big Sky Farms Inc., filed
with the Bankruptcy Court in Cedar Rapids, Iowa, an "Amendment to
List of Creditors."  The list discloses the Debtor's creditors,
but does not mention any amounts owed.  The creditors are:

     * Adek Industrial Computers of Raymond, NH;
     * B&B Hog Management of Glidden, IA;
     * Dustar Express Inc., of Ireton, IA;
     * Gabel Family Farms Inc. of Akron, IA;
     * Hedges Farms Trucking of Bagley, IA;
     * JBS USA LLC of Greeley, CO;
     * Midwest Livestock Systems Inc. of Beatrice, NE;
     * Producers Livestock Marketing Association of Omaha, NE; and
     * R&J Staiert Inc. of Coon Rapids, MN

                        About Big Sky Farms

Big Sky Farms Inc., Canada's second-biggest hog producer, filed a
voluntary petition (Bankr. N.D. Iowa Case No. 12-01711) for relief
and recognition of foreign proceeding under Chapter 15 of the
United States Bankruptcy Code on Sept. 12, 2012.  Big Sky Farms
owns hogs located in facilities in the United States and in the
Northern District of Iowa.

Big Sky Farms is the subject of receivership proceedings in the
Court of Queen's Bench for Saskatchewan, Judicial Centre of
Saskatoon under the Bankruptcy Insolvency Act.  Ernst & Young is
Big Sky Farms' receiver in the Canadian proceeding.  The Bank of
Nova Scotia, as agent for lenders of Big Sky, sought the
receivership.

Bankruptcy Judge Thad J. Collins presides over the Chapter 15
case.  Julie Johnson McLean, Esq., at Davis, Brown, Koehn, Shors &
Roberts, P.C., represents Kevin Blair Brennan, Senior VP at Ernst
& Young, the receiver.

The Chapter 15 petition filed in Cedar Rapids, Iowa, estimated
US$50 million to US$100 million in assets and liabilities.


BLACK ELK: S&P Cuts Corp. Credit Rating to 'CCC+'; Outlook Neg
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit ratings on Houston-based Black Elk Offshore Operations LLC
(Black Elk) to 'CCC+' from 'B-'. The outlook is negative.

"We also lowered our rating on the company's senior secured notes
to 'B-' from 'B'. The recovery rating on these notes is '2',
indicating our expectation of substantial (70% to 90%) recovery in
the event of a default," S&P said.(

"The ratings on Black Elk reflect our view of its 'vulnerable'
business risk and 'highly-leveraged' financial risk, incorporating
the company's small reserve and production base, high operating
costs, and acquisitive growth strategy," said Standard & Poor's
credit analyst Ben Tsocanos. The company is geographically
concentrated in the Gulf of Mexico region, and operates in a
highly cyclical, capital-intensive, and competitive industry.

"We view Black Elk's reserve and production base as small relative
to many of its E&P peers. As of year-end 2011, proved reserves
were about 45.2 million barrels of oil equivalent (mmboe), 60%
natural gas, and nearly 57% proved developed. These reserves are
concentrated in the shallow-water Gulf of Mexico, which Standard &
Poor's views as a challenging region due its typically steep
decline curves, and resulting high reinvestment requirements
to maintain reserve and production levels. The company has made
five significant acquisitions since the fourth quarter of 2009 to
replace and increase production and reserves. As of year-end 2011,
Black Elk had a proved developed reserve life of less than five
years, which we view as short," S&P said.

"Black Elk also has a relatively high cost structure, with cash
operating costs (lease operating expenses, workover expense,
production taxes, and general and administrative expenses) of
about $38 per boe. With depreciation, depletion, and amortization
at $8.57 per boe, Black Elk's all-in unlevered cost is about
$46.14 per boe or $7.69 per mcfe for the first half of 2012. To
buffer itself from higher costs and provide cash flow stability,
we expect Black Elk will continue to hedge a material amount of
its projected production," S&P said.

"The negative outlook reflects the potential for Black Elk's
liquidity to deteriorate further. We would consider a negative
rating action if the company faces additional weakening of its
liquidity resulting from failure to curtail capital spending,
operational problems that reduce production, or materially lower
crude oil prices. We would consider a positive rating action if
the company is able to improve liquidity to about $40 million
while maintaining production. Given its current low level, the
company's leverage is not an impediment to positive rating
actions," S&P said.


BOOMERANG SYSTEMS: Files Form S-1, Registers $6.2MM Conv. Notes
---------------------------------------------------------------
Boomerang Systems, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-1 registration statement registering
up to $6,200,000 aggregate principal amount of 6% convertible
notes due 2017 and warrants to purchase up to 1,294,800 shares of
common stock and shares of common stock issuable upon conversion
of the notes and the warrants.

The Company issued $6,200,000 aggregate principal amount of its 6%
convertible notes due 2017 and warrants to purchase 1,240,000
shares of the Company's common stock in a private placement.  In
connection with the private placement, the Company also issued to
the placement agent, warrants to purchase 54,800 shares of the
Company's common stock.

Alexandria Equities, LLC, Bancroft Investments, Michael and Sarah
Berman, et al., may use this prospectus to resell the notes,
warrants and shares of common stock issuable upon conversion of
the notes or exercise of the warrants.

The Company will not receive any of the proceeds from the
securities sold by these selling securityholders.  The Company
will, however, receive the exercise price from the exercise of
warrants to the extent the cashless exercise provision is not
utilized.

The notes are initially convertible into common stock at $5.00 per
share, subject to adjustment.  The notes are due on June 14, 2017.
Interest accrues on the Notes at 6% per annum.  The warrants are
exercisable at $5.00 per share, subject to adjustment.

The Company's common stock is quoted on the OTCQB tier of the OTC
Markets under the symbol "BMER."  The last closing bid price of
the Company's common stock on Sept. 12, 2012, was $3.80 per share.

A copy of the prospectus is available for free at:

                        http://is.gd/UXK5RC

                      About Boomerang Systems

Headquartered in Morristown, New Jersey, Boomerang Systems, Inc.
(Pink Sheets: BMER) through its wholly owned subsidiary, Boomerang
Utah, is engaged in the design, development, and marketing of
automated racking and retrieval systems for automobile parking and
automated racking and retrieval of containerized self-storage
units.

The Company reported a net loss of $19.10 million for 2011 and a
net loss of $15.78 million during the prior year.

The Company's balance sheet at June 30, 2012, showed $7.77 million
in total assets, $20.58 million in total liabilities and a $12.81
million total stockholders' deficit.

                         Bankruptcy Warning

In the Form 10-K for the year ended Dec. 31 2011, the Company said
its operations may not generate sufficient cash to enable it to
service its debt.  If the Company were to fail to make any
required payment under the notes and agreements governing its
indebtedness or fail to comply with the covenants contained in the
notes and agreements, the Company would be in default.  The
Company's debt holders would have the ability to require that the
Company immediately pay all outstanding indebtedness.  If the debt
holders were to require immediate payment, the Company might not
have sufficient assets to satisfy its obligations under the notes
or the Company's other indebtedness.  In that event, the Company
could be forced to seek protection under bankruptcy laws, which
could have a material adverse effect on its existing contracts and
its ability to procure new contracts as well as its ability to
recruit or retain employees.  Accordingly, a default could have a
significant adverse effect on the market value and marketability
of the Company's common stock.


BROADKILL REALTY: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Broadkill Realty, LLC, Delaware Limited Liability Company
        1035 Andrew Drive
        West Chester, PA 19380

Bankruptcy Case No.: 12-12586

Chapter 11 Petition Date: September 11, 2012

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Debtor's Counsel: Francis A. Monaco, Jr., Esq.
                  WOMBLE CARLYLE SANDRIDGE & RICE
                  222 Delaware Avenue, Suite 1501
                  Wilmington, DE 19801
                  Tel: (302) 252-4340
                  Fax: (302) 661-7730
                  E-mail: fmonaco@wcsr.com

Debtor's
General
Bankruptcy
Counsel:          BRESSET & SANTORA, LLC

Debtor's
Accounting
Agent:            JLP & ASSOCIATES, LLC

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

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

The Company's list of its largest unsecured creditors filed with
the petition does not contain any entry.

The petition was signed by Louis A. Deantonio, managing member of
Crazy Horse, LLC.


BROADVIEW NETWORKS: Has Final Approval on $25 Million Loan
----------------------------------------------------------
Broadview Networks Holdings Inc. received final bankruptcy-court
approval Friday to spend a $25 million loan meant to keep the
company running normally during its Chapter 11 case.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Broadview Networks encountered no opposition and was
given final permission from the bankruptcy court on Sept. 14 to
borrow $25 million from CIT Group/Business Credit Inc. as agent.

According to the Bloomberg report, shortly after Broadview began a
prepackaged Chapter 11 reorganization on Aug. 22, the U.S.
Bankruptcy Court in New York approved an interim loan of $16.5
million.

The Debtors' obligations under the DIP facility are subject to a
"carve-out".  All professional expenses must not exceed an
aggregate amount of $2 million.  U.S. trustee, and fees and
expenses incurred by a Chapter 7 trustee must not exceed an
aggregate amount of $75,000.

Stephanie Gleason at Dow Jones Daily Bankruptcy Review relates
the financing includes a $13.9 million "roll-up" loan.  This
portion of the loan will pay off the $13.9 million Broadview owed
CIT Group prior to filing for bankruptcy -- transforming this debt
into an administrative expense that will be paid in full.

Broadview's reorganization plan comes to the bankruptcy judge for
approval at an Oct. 3 confirmation hearing.  According to
Bloomberg, the plan was negotiated and voted on by creditors
before the Chapter 11 petition was filed.

According to DBR, the plan eliminates half of the company's debt,
Broadview said in a July news release, and will lower its interest
payments by $18 million a year.  The company plans to complete the
restructuring in the fourth quarter.

The Bloomberg report relates that if the reorganization is
approved by the judge, holders of $300 million in 11.375% first-
lien senior secured notes maturing on Sept. 1 will receive $150
million in new five-year 10.5% secured notes and 97.5% of the new
common stock.  Preferred shareholders, the only other class voting
on the plan, are to receive warrants.  The 2.5% of the stock not
going to senior noteholders is earmarked for management.

Bloomberg notes that Carl Icahn's High River LP unsuccessfully
opposed interim financing.  High River proposed an alternative
reorganization and still has time to object to approval of the
plan.  Objections to approval of the plan are due by Sept. 25.

The secured notes last traded at 3:43 p.m. Sept. 17 for 70 cents
on the dollar, according to Trace, the bond-price reporting system
of the Financial Industry Regulatory Authority.

                     About Broadview Networks

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

Broadview Networks and 27 affiliates on Aug. 22, 2012, sought
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 12-13579)
with a plan that will eliminate half of the debt under the
Company's existing senior secured notes and lower interest expense
by roughly $17 million annually.

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

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


BROADVIEW NETWORKS: Pares Conflicts Over Prepackaged Ch. 11
-----------------------------------------------------------
Natalie Rodriguez at Bankruptcy Law360 reports that Broadview
Networks Holdings Inc. on Friday broke an impasse with creditor
Carl Icahn's High River LP over a claims-trading motion and a
discovery conflict in its New York bankruptcy court case.

Bankruptcy Law360 relates that U.S. bankruptcy Judge Shelly C.
Chapman said in a hearing that she would sign off on a revised
motion requiring High River, which owns about 11 percent of
Broadview's senior secured notes due this year, to give the
bankrupt company 20 days' notice before entering a deal.

                     About Broadview Networks

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

Broadview Networks and 27 affiliates on Aug. 22, 2012, sought
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 12-13579)
with a plan that will eliminate half of the debt under the
Company's existing senior secured notes and lower interest expense
by roughly $17 million annually.

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

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


BRUNO'S ISLAND: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Bruno's Island Yacht Harbor Inc.
        dba Bruno's Island
        2715 West Kettleman Way Suite 203-355
        Lodi, CA 95242

Bankruptcy Case No.: 12-36453

Chapter 11 Petition Date: September 11, 2012

Court: U.S. Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Thomas Holman

Debtor's Counsel: Thomas B. Sheridan, Esq.
                  ABS LAW GROUP, A PROF CORP.
                  3511 Del Paso Road, Suite 160, PMB #228
                  Sacramento, CA 95835
                  Tel: (916) 520-1737

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/caeb12-36453.pdf

The petition was signed by David Snodderly, president.


BULLY'S SPORTS BAR: Nears Bankruptcy Exit
-----------------------------------------
John Seelmeyer at Northern Nevada Business Weekly reports that the
Bully's Sports Bar & Grill chain is nearing bankruptcy exit.

The report recounts how Jo Sonner, ex-wife of Paul Sonner, the
chain's owner, took over management a few days before Christmas in
2009.  Paul Sonner had just died suddenly the day before, barely
two weeks after he'd filed for Chapter 11 bankruptcy protection
for Bully's Sports Bar.

According to the report, in the first mad days after the company's
bankruptcy filing, no one was certain that Bully's would survive
very long at all.

The report notes the company now employs more than 230 people in
seven Bully's locations in Reno, Sparks and Carson City as well as
four Smokin' locations at which adult patrons can play video
poker, order food from a Bully's Sports Bar next door and have an
after-dinner cigarette.

The report relates that, as the reorganization plan of Bully's
Sports Bar came together this spring, a competing plan was filed
with the bankruptcy court by a group including John Klacking of
Reno, a longtime restaurant and gaming investor and entrepreneur.

The report notes attorneys representing both plans negotiated hard
with City National Bank, the biggest creditor in the Bully's
bankruptcy.  The bank ultimately voted in favor of the plan
proposed by Ms. Sonner, in part because she pledged to put more of
her own cash into Bully's as part of the reorganization.

Bully's Sports Bar & Grill Inc., filed for Chapter 11 bankruptcy
(Bankr. D. Nev. Case No. 09-54325) on Dec. 4, 2009, in Reno.  The
petition says assets and debt are both less than $10 million.


CAVALIER HOTEL: Sec. 341 Creditors' Meeting on Sept. 27
-------------------------------------------------------
The U.S. Trustee for the Soutghern District of Florida in Miami
will convene a Meeting of Creditors under 11 U.S.C. Sec. 341 in
the Chapter 11 cases of Ocean Drive Investment LLC and Cavalier
Hotel LLC on Sept. 27, 2012, at 1:30 p.m. at 51 SW First Ave Room
1021, Miami.

The deadline to file a complaint objecting to the discharge of the
Debtor is Nov. 26.

Proofs of claim are due in the case by Dec. 26.

                     About the Cavalier Hotel

Ocean Drive Investment LLC and Cavalier Hotel LLC filed for
Chapter 11 protection (Bankr. S.D. Fla. Case No. 12-30448 and
12-30451) on Aug. 28, 2012, in Miami to halt foreclosure scheduled
the next day.

Ridge-Hill Holdings-Miami LLC, the owner of the mortgage, was
foreclosing a $9.9 million debt.

The Debtors own the Cavalier Hotel located directly Ocean Drive,
in Miami's South Beach, facing the Atlantic Ocean.  Cavalier has
46 rooms and is just within walking distance to bars, shops,
dining, nightlife, and the nonstop action of South Beach.  The
Debtors also operates the restaurant, known as Crab Shack.

Ocean Drive estimated at least $10 million in assets and
liabilities.  Cavalier Hotel estimated under $50,000 in assets and
at least $10 million in liabilities.

Bankruptcy Judge Robert A. Mark presides over the cases.  The
Debtors are represented by Nicholas B. Bangos, Esq., at Diaz Reus
LLP.


CAVAN MANAGEMENT: Case Summary & Two Unsecured Creditors
--------------------------------------------------------
Debtor: Cavan Management Services, LLC
        15300 N. 90th Street, Suite 200
        Scottsdale, AZ 85260

Bankruptcy Case No.: 12-20222

Chapter 11 Petition Date: September 11, 2012

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

Judge: Charles G. Case, II

Debtor's Counsel: Cindy Lee Greene, Esq.
                  CARMICHAEL & POWELL, P.C.
                  7301 N. 16th Street, Suite 103
                  Phoenix, AZ 85020
                  Tel: (602) 861-0777
                  Fax: (602) 870-0296
                  E-mail: c.greene@cplawfirm.com

Estimated Assets: $0 to $50,000

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

The Company's list of its two unsecured creditors filed with the
petition is available for free at
http://bankrupt.com/misc/azb12-20222.pdf

The petition was signed by David V. Cavan, sole member.


CHINA TEL GROUP: Issues Shares to Ironridge, Isaac and AO
---------------------------------------------------------
Since its most recent report filed on any of Forms 8-K, 10-K or
10-Q, VelaTel Global Communications, Inc., formerly known as
formerly known as China Tel Group Inc., has made sales of
unregistered securities, namely shares of the Company's Series A
common stock.  The Company filed a Form 8-K because the aggregate
number of Shares sold exceeds 5% of the total number of Shares
issued and outstanding as of the Company's latest filed Report, on
Form 10-Q filed on Aug. 20, 2012.

On Sept. 13, 2012, the Company issued 2,250,000 Shares to
Ironridge Global IV, Ltd.  The Second Issuance was pursuant to an
Order for Approval of Stipulation for Settlement of Claims between
the Company and Ironridge, in settlement of $1,367,693 of accounts
payable of the Company which Ironridge had purchased from certain
creditors of the Company, in an amount equal to the Assigned
Accounts, plus fees and costs.  Ironridge demonstrated to the
Company's satisfaction that it was entitled to an Additional
Issuance, and that following the Second Issuance Ironridge will
own less than 9.99% of the total shares then outstanding.

On Sept. 13, 2012, the Company issued 1,153,961 Shares and
1,153,961 warrants to Isaac Organization, Inc., in partial payment
of a promissory note in the amount of $500,000 due June 30, 2012.
Each warrant has an exercise price of $0.0276 and an exercise term
of three years.  This sale of Shares resulted in a principal
reduction of $5,000 in notes payable of the Company, and payment
of accrued interest of $26,849.

On Sept. 13, 2012, the Company issued 928,309 Shares and 928,309
warrants to America Orient, LLC, in partial payment of a
promissory note in the amount of $500,000 due May 31, 2012, in
favor of Isaac and assigned to America Orient.  Each warrant has
an exercise price of $ 0.0299 and an exercise term of three years.
This sale of Shares resulted in a principal reduction of $25,000
in notes payable of the Company, and payment of accrued interest
of $2,756.

In addition, the Company issued 8,354,081 registered Shares
pursuant to a Form S-8 Registration Statement filed on Aug. 30,
2012.

As of Sept. 13, 2012, the Company has 24,954,563 shares of its
Series A common stock outstanding, with a par value of $0.001, and
199,999,999 shares of its Series B common stock outstanding, with
a par value of $0.001.

                          About China Tel

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

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

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

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


CHRYSLER LLC: Federal Circuit Upholds Laserfacturing Patent Ruling
------------------------------------------------------------------
The U.S. Court of Apeals for the Federal Circuit upheld a decision
by the U.S. District Court for the Southern District of Texas,
which, on summary judgment, determined that DaimlerChrysler
Corporation did not infringe U.S. Patent No. 5,595,670 owned by
Laserfacturing Inc. and The Twentyfirst Century Corporation d/b/a
TC Arts & Laserfactures.  The Federal Circuit said the trial court
correctly construed the claim term "sheet" and properly discerned
no infringement.

The '670 patent discloses a method of welding using a laser or
electron beam.  The invention discloses ways to weld more quickly
and with fewer defects by focusing the welding beam in an oblong
shape.

Laserfacturing alleges that three of DaimlerChrysler's laser
welding stations at its transmission manufacturing plants infringe
the '670 patent.

The appeal was stayed as a result of Chrysler LLC's Chapter 11
bankruptcy.  Chrysler LLC, which became known as Old Carco, and
Laserfacturing later filed a joint stipulation requesting the
Federal Circuit to proceed with the appeal.  The bankruptcy court
approved that stipulation.

The appellate case is LASERFACTURING, INC. AND THE TWENTYFIRST
CENTURY CORPORATION (doing business as TC Arts & Laserfactures),
Plaintiffs-Appellants, v. OLD CARCO LIQUIDATION TRUST, Defendant-
Appellee, No. 2009-1013 (Federal Circuit).  A copy of the Appeals
Court's Sept. 17, 2012 decision is available at
http://is.gd/M52diKfrom Leagle.com.

                          About Chrysler

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002).  Chrysler hired Jones Day, as lead counsel;
Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory
Group LLC, and Greenhill & Co. LLC, for financial advisory
services; and Epiq Bankruptcy Solutions LLC, as its claims agent.

As of Dec. 31, 2008, Chrysler had $39,336,000,000 in assets and
$55,233,000,000 in debts.  Chrysler had $1.9 billion in cash at
that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.  Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC.  Fiat acquired a
20% equity interest in Chrysler Group as part of the deal.

The U.S. and Canadian governments provided Chrysler with
$4.5 billion to finance its bankruptcy case.  Those loans were
repaid with the proceeds of the bankruptcy estate's liquidation.

The Debtor changed its corporate name to Old CarCo following the
sale.


CITIZEN REPUBLIC: Fitch Puts 'B' IDR on Rating Watch Positive
-------------------------------------------------------------
Fitch Ratings has placed Citizen Republic Bancorp's (CRBC) ratings
including its long- and short-term Issuer Default Ratings (IDRs)
of 'B' on Rating Watch Positive.  The action follows the
announcement that CRBC and Akron, OH based First Merit (FMER) have
entered into a definitive merger agreement.

The all-stock deal creates a company with approximately $24
billion in assets, $15 billion in loans and over 400 branches in
five contiguous states in the Great Lakes Region.  The merger is
expected to close before Sept. 12, 2013 in a stock for stock
transaction valued at $912 million.  While Fitch does not
currently rate FMER, Fitch believes the combined company's rating
would exceed CRBC's current rating.

Fitch expects CRBC's outstanding trust preferred shares to become
current and FMER's is expected to repay CRBC's $345 million of
TARP preferred stock and dividends at closing of the transaction.

CRBCs ratings had a Positive Outlook (as opposed to watch) prior
to this announcement due to positive earnings, asset quality and
capital trends and if the deal does not close as expected, Fitch
would still anticipate positive rating momentum consistent with
the Positive Outlook.

CRBC is a $9.7 billion holding company based in Flint, MI with
branches in Michigan, Wisconsin and Ohio.  First Merit is a $15
billion holding company headquartered in Akron, OH with branches
in Indiana, Ohio, and Illinois.

The following ratings have been placed on Rating Watch Positive:

Citizens Republic Bancorp, Inc.

  -- Long term IDR 'B';
  -- Short-term IDR 'B';
  -- Viability 'b';
  -- Subordinated debt 'C/RR6';
  -- Pre ferred stock at 'C/RR6';

Citizens Bank

  -- Long term IDR 'B';
  -- Long-term deposits 'B+/RR3';
  -- Short-term IDR 'B';
  -- Short-term deposits 'B';
  -- Viability 'b';

Citizens Funding Trust I

  -- Preferred stock 'C/RR6'.

The following ratings have been affirmed:

Citizens Republic Bancorp, Inc.

  -- Support '5';
  -- Support floor 'NF'.

Citizens Bank

  -- Support '5';
  -- Support floor 'NF'.


CLINICA REAL: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Clinica Real, LLC
        dba Clinica Real Rehabilitation & Chiropractic
        1726 East Thomas Road, Suite A
        Phoenix, AZ 85016-7604

Bankruptcy Case No.: 12-20451

Chapter 11 Petition Date: September 13, 2012

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

Judge: Sarah Sharer Curley

Debtor's Counsel: Mark J. Giunta, Esq.
                  LAW OFFICE OF MARK J. GIUNTA
                  245 W. Roosevelt Street, Suite A
                  Phoenix, AZ 85003
                  Tel: (602) 307-0837
                  Fax: (602) 307-0838
                  E-mail: markgiunta@giuntalaw.com

Scheduled Assets: $10,480,661

Scheduled Liabilities: $29,761,955

The petition was signed by Keith M. Stone, member.

Debtor's List of Its Eight Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
State Farm Mutual                  --                  $29,000,000
Automobile Ins Co.
c/o Steven D. Smith
1850 North Central Avenue, Suite 2400
Phoenix, AZ 85004-4527

Allstate Insurance                 Settlement             $305,000
c/o Smith & Brinks                 Agreement
350 Granite Street, Suite 2303
Braintree, MA 02184

Allstate Insurance                 Membership             $305,000
c/o Smith & Brinks                 Interest
350 Granite Street, Suite 2303
Braintree, MA 02184

Mahaffy Law Firm, P.C.             Attorney's Fees         $93,790

Delsys LLC                         Advertising             $18,486

Southwest Visa Card                Credit Card             $14,094

La Revista Ideas                   Advertising             $13,000

Farmers Insurance                  Flood Insurance          $2,585


COMARCO INC: Reports $151,000 Net Income in July 31 Quarter
-----------------------------------------------------------
Comarco, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $151,000 on $1.68 million of revenue for the three months ended
July 31, 2012, compared with a net loss of $1.93 million on $1.92
million of revenue for the same period during the prior year.

The Company reported a net loss of $561,000 on $3.88 million of
revenue for the six months ended July 31, 2012, compared with a
net loss of $3.19 million on $4.87 million of revenue for the same
period a year ago.

The Company's balance sheet at July 31, 2012, showed $5.23 million
in total assets, $7.05 million in total liabilities and a $1.82
million total stockholders' deficit.

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

                        http://is.gd/3kEE2k

                         About Comarco Inc.

Based in Lake Forest, California, Comarco, Inc. (OTC: CMRO)
-- http://www.comarco.com/-- is a provider of innovative,
patented mobile power solutions that can be used to power and
charge notebook computers, mobile phones, and many other
rechargeable mobile devices with a single device.

Comarco reported a net loss of $5.31 million for the year ended
Jan. 31, 2012, compared with a net loss of $5.97 million during
the prior year.

After auditing the fiscal 2012 financial results, Squar, Milner,
Peterson, Miranda & Williamson, LLP, in Newport Beach, California,
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 negative cashflow
from operations, has had declining working capital and
uncertainties surrounding the Company's ability to raise
additional funds.


DEER LAKE INN: Chapter 7 Bankruptcy Halts Auction
-------------------------------------------------
Amy Marchiano at Republic Herald reports that The Deer Lake Inn is
off the market after it filed for Chapter 7 bankruptcy liquidation
in the U.S. Bankruptcy Court for the Middle District of
Pennsylvania on July 13, 2012.

According to the report, a notice of bankruptcy stay was received
by the Schuylkill County Court of Common Pleas July 16.

The report notes the property at 1567 Centre Turnpike, which dates
back to the 1780s, was for sale at auction July 11, 2011.
According to the report, Nelson Ebersole, auctioneer for the July
11 sale, said this week he did not know what was going on with the
property.  The last contact he had with its owners, Pam and Warren
Scheib Jr., was July 11.

The report notes the bankruptcy action taken by the Mr. Scheibs
stays a lawsuit filed by the First National Bank of Fredericksburg
versus the couple filed in the Schuylkill County Court of Common
Pleas on July 5.  The complaint against the Scheibs states that
the bank loaned the couple $168,000 on Oct. 20, 2006, with
payments due in 240 installments.  The suit states the Scheibs are
in default because they have failed to pay some required payments.

The suit seeks the entire balance due of $150,790.87 including
interest, plus attorney's fees of $2,000 and costs of the suit and
additional daily interest of $16.904 per day after May 22, the
report adds.


DESIGNER HOMES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Designer Homes, Inc.
        t/a American Home Builders, Inc.
            American Home Builders
        P.O. Box 309
        Analomink, PA 18320

Bankruptcy Case No.: 12-05339

Chapter 11 Petition Date: September 11, 2012

Court: U.S. Bankruptcy Court
       Middle District of Pennsylvania (Wilkes-Barre)

Judge: John J. Thomas

Debtor's Counsel: John J. Martin, Esq.
                  LAW OFFICES JOHN J. MARTIN
                  1022 Court Street
                  Honesdale, PA 18431
                  Tel: (570) 253-6899
                  Fax: (570) 253-6988
                  E-mail: jmartin@martin-law.net

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

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

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

The petition was signed by Charles A. Poalillo


DEWEY & LEBOEUF: Ex-Leaders Object to Proposed $71MM Clawback Deal
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the top three former executives at Dewey & LeBoeuf
LLP, the defunct law firm, filed objections to aspects of the
proposed settlements with about 400 partners designed to bring in
$71 million.

According to the report, Steven Davis, the former chairman;
Stephen DiCarmine, the former executive director, and Joel
Sanders, the ex-chief financial officer, said last week that it's
improper that releases under the settlements end up making them
solely liable for the firm's failure.  The law doesn't permit the
settlements to eliminate their rights to have liability for only
their "proportionate share" of damages, the three ex-executives
said in a filing in U.S. Bankruptcy Court in Manhattan.  They also
object to making secret the identities of the settling partners,
saying they need to know who settled in preparing their defenses.

The Bloomberg report discloses that the firm's former leaders also
want the bankruptcy judge to strike a provision that would prevent
settling partners from helping them fight lawsuits.  The
settlements come up for approval at a Sept. 20 hearing.  Several
former partners have a motion scheduled for hearing that day
asking the judge to appoint a Chapter 11 trustee.  The official
committee representing partners instead advocates having an
examiner perform an investigation before settlements are approved.

                       About Dewey & LeBoeuf

New York-based law firm Dewey & LeBoeuf LLP sought Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case No. 12-12321) to complete the
wind-down of its operations.  The firm had struggled with high
debt and partner defections.  Dewey disclosed debt of $245 million
and assets of $193 million in its chapter 11 filing late evening
on May 29, 2012.

Dewey & LeBoeuf was formed by the 2007 merger of Dewey Ballantine
LLP and LeBoeuf, Lamb, Greene & MacRae LLP.  At its peak, Dewey
employed about 2,000 people with 1,300 lawyers in 25 offices
across the globe.  When it filed for bankruptcy, only 150
employees were left to complete the wind-down of the business.

Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed. Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure.  The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for $6
million.  The Pension benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel.  The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.


DIGITAL DOMAIN: Section 341(a) Meeting Scheduled for Oct. 19
------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a Meeting of Creditors
under U.S.C. Sec. 341(a) in the Chapter 11 case of Digital Domain
Media Group, Inc., et al., on Oct. 19, 2012, at 10:30 a.m. at the
J. Caleb Boggs Federal Building, 844 King Street, in Wilmington,
Delaware.

                       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: Sued by Former Employee for WARN Act Violations
---------------------------------------------------------------
Minh-Tam Frye, on behalf of herself and 350 other similarly
situated former employees who were terminated in the mass layoff
or plant closing from Digital Domain Media Group, Inc.'s Port St.
Lucie, Florida facility from about Sept. 7, 2012, and in the days
thereafter, has filed a class action complaint in the U.S.
Bankruptcy Court for the District of Delaware against Digital
Domain Media Group, Inc., et al. (Case No. 12-12568).

The Plaintiff alleges that the former employees of the Debtors
were not provided 60 days' advance notice of their terminations by
the Defendant Debtors, as required by the Worker Adjustment and
Retraining Notification Act, 29 U.S.C. Section 2101 et seq.
According to the Complaint, Defendants failed to pay the Plaintiff
and each of the Class Members their respective wages, salary,
commissions, bonuses, accrued holiday pay and accrued vacation for
60 days following their respective terminations, and failed to
make the pension and 401(k) contributions and provide employee
benefits under ERISA, other than health insurance, for 60 days
from and after the dates of their respective terminations.

Plaintiffs seek to recover 60 days' wages and benefits, pursuant
to 29 U.S.C. Section 2104, from Defendants.  Plaintiffs' claims,
according to the Complaint, are entitled to administrative expense
priority status pursuant to the 11 U.S.C. Section 503(b)(1)(A) or,
in the alternative, a priority status pursuant to the 11 U.S.C.
Section 507(a)(4),(5).

Plaintiff Minh-Tam Frye was employed by Defendants and worked at
the Defendants' facility located at 10250 S.W. Village Parkway,
Port St. Lucie, Fla. until her termination on or about Sept. 7,
2012.

Plaintiffs have requested the Bankruptcy Court to approve the
appointment of The Rosner Law Group LLC, Wilmington, Del. and
Outten & Golden LLP, in New York, N.Y., as Class Counsel.

A copy of the Class Action Complaint is available at:

   http://bankrupt.com/misc/digitaldomain.classaction.doc18.pdf

                       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,
2012, 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: Can Act as Representative in Canadian Proceedings
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
authorized Digital Domain Media Group, Inc., to act as foreign
representative on behalf of the estates of Digital Domain Media
Group, Inc., et al., in any judicial or other proceedings in a
foreign country, including in the ancillary proceeding of the
Debtors to be commenced in the Supreme Court of British Columbia
under the Companies' Creditors Arrangement Act (Canada).

DDMG will be authorized and will have the power to act in any way
permitted by applicable foreign law, including, but not limited
to: (i) seeking recognition of the Debtors' Chapter 11 Cases in
the Canadian Proceedings; (ii) requesting that the Canadian Court
lend assistance to the Delaware Bankruptcy Court in protecting the
property of the Debtors' estates; and (iii) seeking any other
appropriate relief from the Canadian Court that DDMG deems just
and proper in the furtherance of the Debtors' estates.

As disclosed in the motion, in addition to their operations in the
United States, the Debtors also have certain assets and operations
in Canada.  In connection with the commencement of the Debtors'
Chapter 11 Cases, the Debtors have filed a Chapter 11 petition for
Digital Domain Productions (Vancouver) Ltd., a legal entity
incorporated in Canada and an indirect subsidiary of DDMG.

                       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,
2012, 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: Can Employ KCC as Claims and Noticing Agent
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
Digital Domain Media Group, Inc., et al., permission to employ
Kurtzman Carson Consultants LLC as claims and noticing agent.

The Debtors are authorized to compensate KCC in accordance with
the terms of the Services Agreement upon the receipt of reasonably
detailed invoices setting forth the services provided by KCC and
the rates charged for each, and to reimburse KCC for all
reasonable and necessary expenses it may incur, upon the
presentation of appropriate documentation, subject to the court
approved procedures, without the need for KCC to file fee
applications or otherwise seek Court approval for the compensation
of its services and reimbursement of its expenses.

To the best of the Debtors' knowledge, KCC (a) is a "disinterested
person" within the meaning of section 101(14) of the Bankruptcy
Code, except that KCC was employed by the Debtors prior to the
Petition Date as allowed by Section 1107(b) of the Bankruptcy
Code, and (b) does not hold or represent an interest materially
adverse to the Debtors' estates.

                       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: Court OKs Searchlight Led Auction for Sept. 21
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
approved bid procedures to govern the sale of substantially all
the assets of Digital Domain Media Group, Inc., et al.

The Debtors have sought Court approval for the transfer to VFX
Holdings LLC, and Searchlight Capital, L.P. substantially all of
their assets, including the Debtors' right to receive amounts owed
to them from the motion pictures Titanic and Ender's Game, as well
as other assets set forth in the Asset Purchase Agreement, dated
as of Sept. 11, 2012.  The purchase price under the Purchase
Agreement is $15,000,000 plus the aggregate amount of Post-Sale
Order Operating Expenses.

The approved bid procedures provide that if the Debtors sell the
assets to another party, Searchlight would receive a break-up fee
of $375,000 (2.5% of the purchase price) and reimbursement of up
to $375,000 in expenses.

The deadline for the submission of bids is Sept. 20, 2012, at 8:00
p.m. ET.  The auction date is Sept. 21, 2012, at 10:00 a.m. ET.
Objections to the relief requested by the Sale Motion will be
filed with the Court by 4:00 p.m. (prevailing Eastern time) on
Sept. 21, 2012.  A hearing on the Sale Motion (among other things,
to confirm the results of the Auction and approve the sale to the
Successful bidder) will be held on Sept. 24, 2012, at 12:00 p.m.
(prevailing Eastern time).

Carl Stork, owed approximately $5,000,000 and the holder of the
largest unsecured claim against the Debtors, had objected to the
bid procedures motion, citing that the motion should be denied
pending the appointment of a creditors' committee.  In his
objection, Mr. Stork tells the Court that he believes that the
assets are worth substantially more than the $15,000,000.

OddLot Entertainment, LLC, a significant equity investor in the
motion picture Enders' Game, filed a limited objection to the bid
procedures motion.  OLE tells the Court that it is generally
supportive of the Debtors' efforts to sell their assets but states
that the bid procedures proposed by the Debtors lack important
protections for OLE and other parties-in-interest.  OLE requested
that the Bid Procedures be modified to provide that (a) the
deadline to object to the Sale Motion be three days after the
Auction, (b) all potential bidders are put on notice that it is
OLE's position that the series of agreements defining the Debtors'
rights and obligations in connection with Ender's Game form a
single agreement and must all be assumed together, (c) a bidder
may not remove contracts from the list of contracts to be assumed
and assigned following the closing of the Auction, (d) OLE be
permitted to attend the Auction, (e) copies of all bid materials
be provided to OLE, and (f) OLE be given consultation rights with
respect to the sale, including the determination of the winning
bidder.

Summit Entertainment, LLC, also a significant investor in Ender's
Game, submitted a joinder in support of OLE's limited objection to
the bid procedures motion.  Summit, thus, requests the Court that
it also be permitted to attend the Auction, be provided copies of
all bid materials, and be given consultation rights with respect
to the sale, including the determination of the winning bidder.

                       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: Has Interim Nod to Borrow Up to $11.79 Million
--------------------------------------------------------------
In a second interim order dated Sept. 12, 2012, the U.S.
Bankruptcy Court for the District of Delaware authorized Digital
Domain Media Group, Inc., et al., to obtain secured postpetition
superpriority financing of up to $11,789,000 from Hudson Bay
Master Fund Ltd., as DIP Agent, for itself and the DIP Lenders.
The final hearing to consider the $20,083,000 financing package
will be held on Oct. 1, 2012, at 12:00 p.m.

The first interim DIP financing order, also dated Sept. 12, 2012,
granted Debtors authorization to borrow up to the aggregate amount
of $4,137,000 solely for the purpose of funding the Debtors'
obligations on Sept. 14, 2012.

The Debtors are also authorized to use cash collateral of the
Senior Noteholders and the Subordinated Noteholders, subject to
terms of the approved budget and approved cash flow projection.

As of the Petition Date, the aggregate amount of the Senior Note
Obligations owed to (a) the Initial Senior Noteholders is
$70,262,882.97, and (b) the PBC Senior Subordinated Noteholder is
$5,000,000.

A copy of the second interim DIP order is available at:

    http://bankrupt.com/misc/ddmg.2ndinterimfinancingorder.pdf

                       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,
2012, 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: Notification Procedures for Stock Transfers Okayed
------------------------------------------------------------------
On Sept. 12, 2012, the U.S. Bankruptcy Court for the District of
Delaware entered an interim order establishing notification and
hearing procedures for certain transfers of common stock of
Digital Domain Media Group, Inc., or any beneficial interest
therein, including options to acquire such stock, that must be
complied with before transfers of such stock are deemed effective.

The procedures for trading in common stock are necessary to
protect and preserve the Debtors' Tax Attributes, including net
operating loss carryforwards ("NOLs") and certain other tax and
business credits.

Prior to any transfer of Beneficial Ownership of Common Stock that
would result in an increase in the amount of Common Stock of which
a Substantial Holder (any entity or person that has Beneficial
Ownership of at least 2.05 million shares of Common Stock) has
Beneficial Ownership or would result in an entity or person
becoming a Substantial Shareholder, such Substantial Shareholder
or potential Substantial Shareholder must file with the Court, and
serve upon counsel to the Debtors, an advance written declaration
of the intended transfer of Common Stock.

Prior to any transfer of Beneficial Ownership of Common Stock that
would result in a decrease in the amount of Common Stock of which
a Substantial Holder has Beneficial Ownership or would result in
an entity or person ceasing to be a Substantial Shareholder, such
Substantial Shareholder must file with the Court, and serve upon
counsel to the Debtors, an advance written declaration of the
intended transfer of Common Stock.

Any purchase, sale, or other transfer of the Common Stock in
violation of the procedures (including the notice requirements)
will be null and void ab initio.

A copy of the approved notification and hearing procedures is
available at http://bankrupt.com/misc/ddmg.doc58.pdf

                       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: John Nichols Resigns from Board of Directors
------------------------------------------------------------
John M. Nichols resigned from his position as a member of the
Board of Directors of Digital Domain Media Group, Inc., effective
Sept. 10, 2012.

                       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.


DJL TRUCKING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: DJL Trucking, Inc.
        3060 Sherman Road
        Perris, CA 92570

Bankruptcy Case No.: 12-31323

Chapter 11 Petition Date: September 14, 2012

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Deborah J. Saltzman

Debtor's Counsel: Stephen R. Wade, Esq.
                  THE LAW OFFICES OF STEPHEN R WADE
                  400 N Mountain Ave Ste 214B
                  Upland, CA 91786
                  Tel: (909) 985-6500
                  Fax: (909) 985-2865
                  E-mail: laurel@srwadelaw.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/cacb12-31323.pdf

The petition was signed by David J. Lonsdale, president.


DRINKS AMERICAS: Kenny Out as CEO; Tequilla Vet Cabo Takes Over
---------------------------------------------------------------
Pursuant to a separation and release agreement, Patrick Kenny
resigned his positions as the Company's Chief Executive Officer,
Chief Financial Officer and Principal Accounting Officer, as well
as his position serving on the Company's board of directors.  Mr.
Kenny's resignation was not due to any disagreement with the
Company on any matter relating to the Company's operations,
policies or practices.

On Sept. 14, 2012, Federico Cabo was appointed to serve as the
Company's Chief Executive Officer and President.  Concurrently,
Steven Dallas was appointed to serve as the Company's interim
Chief Financial Officer.

Mr. Cabo joined the Company's Board of Directors in June 2011.
Mr. Cabo is an industry veteran with over 35 years of experience
as a brewer and master distiller.  He is highly seasoned expert
with experience in manufacturing, sales and marketing of beverages
in the U.S. and International markets.  Mr. Cabo has spent the
last 10 years developing and perfecting his company's tequila
distilling processes and expanding his distribution network.  Mr.
Cabo's background as an engineer is evident in his state-of-the-
art, highly efficient distillery, which he designed to allow for
modular growth accordance with the needs of the company up to
three times present production capacity.  Mr. Cabo has served as
the Chief Executive Officer of Fabrica De Tequilas Finos S.A. de
C.V. since 1981.  Mr. Cabo has also served as the Chief Executive
Officer of Cerveceria Mexicana, S. de R.L. de C.V since 2006.  Mr.
Cabo has also served as a director for Xact Aid, Inc., from 2004
to 2005.

Mr. Federico Cabo is the father of Mr. Richard Cabo, who serves on
the Company's board of directors.  Mr. Federico Cabo has not been
involved in any transaction with the Company that would require
disclosure under Item 404(a) of the Regulation S-K.

Steven Dallas joined the Company's Board of Directors on Oct. 13,
2011.  Mr. Dallas has over 30 years' experience in mortgage
operations, loan originations, loan administration and servicing.
He also has an extensive background in finance, capital and
business operations.  Since 2009, Mr. Dallas has been the owner of
the Dallas Finance Group, which focuses on the brokerage of high
quality real estate and commercial transactions, real estate
finance, commercial business finance, accounts receivable &
inventory lending, equipment finance and leasing, real estate
equity and mezzanine transactions.  Since 2007, Mr. Dallas has
also served as a board member of the USAM Fund, which focuses on
funding short term, low loan-to-value commercial real estate loans
and building a strong, diversified, long-term investment portfolio
for the benefit of founders and investors.  From 1994 until 2007,
Mr. Dallas served as the president of DV Capital, Incorporated, a
venture capital firm specializing in finance, real estate and
entertainment related endeavors.

There is no family relationship between Mr. Dallas and any other
executive officer or director of the Company.

                   Delays Form July 31 Form 10-Q

In a regulatory filing with the U.S. Securities and Exchange
Commission, the Company said the compilation, dissemination and
review of the information required to be presented in the Form
10-Q for the quarter ended July 31, 2012, has imposed time
constraints that have rendered timely filing of the Form 10-Q
impracticable without undue hardship and expense.  The Company
undertakes the responsibility to file that quarterly report no
later than five days after its original due date.

                       About Drinks Americas

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

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

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

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


EASTMAN KODAK: Says Retirement Income Plan 74% Funded
-----------------------------------------------------
Matthew Daneman at Democrat and Chronicle reports that, in a
letter to its U.S. workers on Sept. 17, 2012, Eastman Kodak Co.
said a new evaluation of the Kodak Retirement Income Plan shows
that it is 74% funded.  Kodak said, as long as the company is in
Chapter 11 bankruptcy, it cannot pay out pensions as lump sums
until the fund is at 100%.

Democrat and Chronicle relates federal highway legislation could
end up putting Kodak's pension plan on somewhat more solid
footing.  According to the report, the Moving Ahead for Progress
in the 21st Century Act, which was signed into law in July,
included completely unrelated provisions having to do with how
employer pension plans have to calculate their funding
contributions.  With interest rates at a historic low, the net
effect of the changes is that companies' required plan
contributions should drop, the report adds.

According to the report, in its employee letter, Kodak said it
opted not to use this new valuation this year, though it would
have meant the pension plan was 100% funded and thus could have
resumed paying out lump-sum benefits to retiring workers.  But if
Kodak had resumed such payments this year, the federal Pension
Benefit Guaranty Corp. indicated it would take over Kodak's
pension program.  This not only would result in no lump-sum
payments but also the likelihood that many Kodakers would see a
cut in pension benefits.

Democrat and Chronicle says, for pensions the PBGC is overseeing,
people who retire this year at age 65 can receive a maximum of
$4,653 per month, or $55,836 a year.

The report further relates Kodak said it would conduct a separate
evaluation of its pension plan related to benefit restrictions
next year.  The company said that if at some point it reinstates
the lump sum, people who left the company in the interim would
have a chance to quit receiving regular pension payments and go
instead with a lump sum.

According to the report, for the first six months of 2012, Kodak
spent $17 million on its pension plans worldwide.  As of the end
of 2011, Kodak employed 8,300 people in the United States,
including 5,100 locally.

The report relates the assets of Kodak's KRIP pension plan are
kept in a separate trust.  The Kodak Excess Retirement Income
Plan and Kodak Unfunded Retirement Income Plan -- a pair of
supplemental pension plans for highly compensated retirees --
were paid for directly out of company assets.  Both of those
supplemental pension plans were eliminated in January when the
company filed for Chapter 11 bankruptcy protection.

                        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: Sale Hearing Adjourned Until Further Notice
----------------------------------------------------------
BankruptcyData.com reports that Eastman Kodak filed with the U.S.
Bankruptcy Court a notice stating that, although discussions with
participants in the auction continue, the Debtors (after
consulting with the reviewing creditors) are adjourning the sale
hearing until further notice rather than file additional serial
extensions of the sale hearing date.

The Company explains, "The Debtors have been engaged in extensive
ongoing negotiations of a potential sale and licensing transaction
with respect to the Digital Imaging Patent Assets. Consistent with
the terms of the Conditional Sale Order, the Debtors have been
sharing drafts of the proposed transaction documents with the
Reviewing Creditors (or their professionals) on a confidential
basis. If the deal for the assignment or licensing of the Digital
Imaging Patent Assets is concluded, the Debtors anticipate filing
and serving a supplemental sale motion consistent with the terms
of the Conditional Sale Order and their Case Management Procedures
outlining the terms of the proposed transaction, scheduling a Sale
Hearing, and establishing an appropriate objection deadline. The
Debtors are continuing to explore other alternatives with respect
to the Digital Imaging Patent Assets, and their intellectual
property more broadly, and may not reach acceptable terms with
parties via the Auction process. In the event that a potential
transaction does not occur, the Debtors are consulting with the
Reviewing Creditors with respect to the retention of the Digital
Imaging Patent Assets and the creation of a newly-formed licensing
company as a source of recovery for creditors in the plan of
reorganization."

                        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.


EDIETS.COM INC: Terminates Office Lease Agreement with Radice
-------------------------------------------------------------
eDiets.com, Inc., on Sept. 13, 2012, entered into a Termination
Agreement with Radice III, LLC, providing for the termination of
its June 2006 Office Lease Agreement with Radice.  Under the
Office Lease, the Company leased 20,206 square feet of office
space at Suite 600, 1000 Corporate Drive in Fort Lauderdale,
Florida, for a 10-year term.

Under the Termination Agreement, Radice will retain a $544,000
security deposit provided under the Office Lease and the Company
will issue two non-interest-bearing promissory notes to Radice.
One note, in the original principal amount of $306,197, is payable
in 36 equal monthly installments and represents the aggregate rent
the Company would have paid Radice during the remaining term of
the Office Lease minus the aggregate rent Radice is anticipated to
receive during the same period under a new lease for the Premises
to be concluded with Education Training Corporation, d/b/a/
Florida Career College.  The second note, in the original
principal amount of $45,482, relates to real estate commissions
and is payable upon the first to occur of (i) completion of the
Company's previously announced acquisition by As Seen On TV, Inc.,
(ii) receipt by the Company of any break-up fee payable upon
termination of that acquisition, and (iii) Dec. 31, 2012.  Under
the Termination Agreement, the Company also agreed to convey to
FCC furniture and certain equipment located at the Premises.

The effective date of termination will be Sept. 30, 2012, provided
that on or before that date Radice has entered into a new lease
with FCC; otherwise, the Termination Agreement will be null and
void.  The Company expects to conclude an agreement for new office
space prior to Sept. 30, 2012.

A copy of the Termination Agreement is available at:

                       http://is.gd/HPNb6N

                           About eDiets

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

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

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

                        Bankruptcy Warning

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

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

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


EPAZZ INC: Issues 1.1 Billion Class A Shares to Majority Owner
--------------------------------------------------------------
Epazz, Inc., agreed to issue the Company's Chief Executive
Officer, Chief Financial Officer, President, sole director and
majority shareholder, Shaun Passley an aggregate of 1,073,801,000
shares of the Company's Class A common stock, subject to
forfeiture, in connection with Mr. Passley's entry into the
Employment Agreement with the Company.

Effective Sept. 6, 2012, the Company entered into an Executive
Employment Agreement with Mr. Passley, pursuant to which Mr.
Passley agreed to serve as Chief Executive Officer, Chief
Financial Officer and President of the Company for a term of 10
years.  Pursuant to the Employment Agreement, the Company agreed
to pay Mr. Passley a base salary equal to $180,000 per year of
which $30,000 is payable in cash and $150,000 in shares of the
Company's Class A common stock.  The Company will also grant Mr.
Passley bonuses.

On Sept. 12, 2012, Mr. Passley, the Company's majority
shareholder, holding more than two-thirds voting power of the
Company's voting stock, voted to amend the Company's Articles of
Incorporation and increase the number of authorized shares of the
Company's Class A common stock from 300 million shares to 2
billion shares.  Mr. Passley also approved an amendment to the
Company's Articles of Incorporation to increase the number of
voting shares the Company's Class B common stock are able to vote
from 100 votes per share to 1,000 votes per share.  Accordingly,
the Articles of Incorporation were subsequently amended by the
filing of Articles of Amendment on Sept. 12, 2012.

As a result of the issuance of the Shares to Mr. Passley in
connection with the Employment Agreement and the increase in the
number of shares of voting stock that the Class B common stock can
vote, Mr. Passley now holds an aggregate of 1,073,801,000 shares
of Class A common stock; 5,500,000 shares of Class B common stock
and 1,000 shares of the Company's Convertible Series A Preferred
Stock, which in aggregate provide him the right to vote
6,573,801,000 voting shares on any and all shareholder matters,
representing 99% of the Company's total outstanding voting shares
as of the filing of this report.

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

                         http://is.gd/GdDNzI

                           About EPAZZ Inc.

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

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

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

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

                          Bankruptcy Warning

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


EPL OIL: Moody's Alters Outlook to Negative on $550MM Deal
----------------------------------------------------------
Moody's Investors Service lowered EPL Oil & Gas, Inc.'s rating
outlook to negative from stable on its announcement that the
company has entered into an agreement to acquire certain Gulf of
Mexico (GoM) shallow water assets from Hilcorp Energy for a cash
price of $550 million. Concurrent with this outlook change,
Moody's affirmed EPL's B3 Corporate Family Rating (CFR) and its
Caa1 senior unsecured note rating. The Speculative Grade Liquidity
rating was lowered to SGL-3 from SGL-2.

"While this transformational acquisition will essentially double
EPL's production and proved reserves, the company will see a
dramatic increase in debt burden as it funds the purchase with
roughly $490 million of new debt," commented Sajjad Alam, Moody's
Analyst. "The sharp deterioration in leverage metrics will
outweigh the benefits of scale enhancement, and therefore, the CFR
will be weakly positioned within the B3 rating category following
this transaction. The company will also remain fully concentrated
in one geographic basin and have to contend with the steep decline
curves, and operational, regulatory and weather related challenges
inherent in GoM shelf properties despite achieving better wellbore
risk diversification."

Issuer: EPL Oil & Gas, Inc.

  Outlook Actions:

    Outlook, Changed To Negative From Stable

  Downgrades:

     Speculative Grade Liquidity Rating, Downgraded to SGL-3 from
     SGL-2

Ratings Rationale

The B3 Corporate Family Rating reflects EPL's small-scale E&P
operations, overriding concentration in the Gulf of Mexico, high
plugging and abandonment (P&A) costs, weak reserve replacement
through the drill-bit, and acquisitive nature. The rating is
restrained by the company's limited track record after emerging
from bankruptcy in September 2009, as it continues to grow mostly
through acquisitions. The rating is positively impacted by the
company's oily production profile (~71% exit rate in 2012), low
risk behind-the-pipe drilling opportunities and relatively high
working interest in properties that allow flexible capital
allocation. In light of the company's increased debt level and
heightened concentration in the GoM, the B3 rating has minimal
flexibility for any material increases in leverage.

EPL's proforma debt to average daily production will jump to
$31,500 barrels of oil equivalent (boe) per day from $17,200 per
day while debt to proved developed (PD) reserves will increase to
$12.50 per boe from $6.40 per boe based on roughly 10,000 boe per
day of production and 36.3 million boe of proved reserves
contribution from the acquired assets.

Moody's expects the transaction to be ultimately funded with
approximately $250-$300 million of permanent financing (unsecured
notes) and $200-$250 million of revolver borrowings (secured
debt), which was upsized to $450 million from $200 million in
conjunction with this acquisition. Since the growth in the level
of secured debt and unsecured debt is expected to be similar, the
note rating remains unchanged at Caa1, a notch below the B3 CFR,
under Moody's Loss Given Default Methodology.

EPL should have adequate liquidity through 2013 which is captured
in the SGL-3 Speculative Grade Liquidity Rating. The lowering of
the SGL rating reflects the company's increased reliance on
external financing. Proforma for the acquisition, the company
would have roughly $200 million of availability under the $450
million revolver, which expires in February, 2015. EPL is expected
to cover its development capex and P&A expenditures from internal
cash flows through 2013. However, any additional acquisition will
likely necessitate further revolver borrowings.

The negative outlook reflects increased leverage, higher reliance
on external funding and acquisition and execution risks. If EPL
reduces its debt to average daily production below $28,000 per boe
while maintaining production above 20,000 boe per day, the outlook
could move back to stable.

There is limited upside in the current ratings through 2013. Over
the longer term, increased scale and capital efficiency supported
by consistent organic reserve replacement and operational
execution could be positive for the ratings, assuming the growth
was achieved with competitive costs and financial leverage was
sufficiently low.

The rating could be downgraded if the debt to average daily
production ratio rises above $33,000 per boe or the company
experiences a significant deterioration in liquidity.

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

EPL Oil & Gas, Inc., is an independent exploration and production
company with primary operations in the U.S. Gulf of Mexico shelf.


ER GASTON: Case Summary & 7 Unsecured Creditors
-------------------------------------------------
Debtor: ER Gaston, Ltd.
        3010 Gaston Avenue
        Dallas, TX 75226

Bankruptcy Case No.: 12-35913

Chapter 11 Petition Date: September 11, 2012

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

Judge: Harlin DeWayne Hale

Debtor's Counsel: Jeff A. Wells, Esq.
                  HODGES, WELLS, ESH AND CROSLAND
                  6060 N. Central Expressway, Suite 560
                  Dallas, TX 75206
                  Tel: (214) 810-5529
                  Fax: (866) 277-4589
                  E-mail: jeff.wells@hweclaw.com

Scheduled Assets: $101,272

Scheduled Liabilities: $1,153,326

A copy of the Company's list of its seven largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/txnb12-35913.pdf

The petition was signed by Edward Sigmond, partner.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
ER Gaston, Ltd.                       11-31397            02/28/11


FARMINGDALE HOUSING: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Farmingdale Housing Limited Partnership
        245 Commercial Street, 4th Floor
        Portland, ME 04101

Bankruptcy Case No.: 12-21123

Chapter 11 Petition Date: September 11, 2012

Court: U.S. Bankruptcy Court
       District of Maine (Portland)

Debtor's Counsel: George J. Marcus, Esq.
                  MARCUS, CLEGG & MISTRETTA, PA
                  One Canal Plaza, Suite 600
                  Portland, ME 04101-4102
                  Tel: (207) 828-8000
                  E-mail: bankruptcy@mcm-law.com

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

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

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

The petition was signed by Michael A. Liberty, general partner.


FIRSTFED FINANCIAL: U.S. Trustee Objects to Amended Ch. 11 Plan
---------------------------------------------------------------
BankruptcyData.com reports that the U.S. Trustee assigned to the
FirstFed Financial case filed with the U.S. Bankruptcy Court an
objection to the Second Amended Chapter 11 Plan of Reorganization
proposed by the Debtors and Holdco Advisors.

The U.S. Trustee states, "The Plan contains numerous provisions
that provide for non-debtor releases, broad exculpations and
indemnifications that cannot and should not be confirmed as a
matter of controlling Ninth Circuit law."

The Court has scheduled an Oct. 2, 2012 confirmation hearing.

                       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.


GENERAL CABLE: Moody's Rates Senior Unsecured Notes 'B1'
--------------------------------------------------------
Moody's Investors Service assigned a B1 rating to General Cable
Corporation's proposed Senior Unsecured Notes due 2022, the
proceeds of which will be used to retire the existing Senior
Convertible Notes due 2013 and Senior Unsecured Notes due 2017.
The proposed notes will rank pari passu to the company's existing
Notes due 2015. In a related rating action, General Cable's
speculative-grade liquidity rating was also upgraded to SGL-1 from
SGL-3. In addition, Moody's affirmed the Ba3 corporate family and
probability of default ratings. The rating outlook is stable.

The following ratings/assessments were affected by this action:

  Corporate Family Rating affirmed at Ba3;

  Probability of Default Rating affirmed at Ba3;

  1.00% Sr. Unsec. Conv. Notes due 2012 affirmed at B1 (LGD5,
  71%);

  Floating Rate Sr. Unsec. Notes due 2015 affirmed at B1 (LGD5,
  71%);

  Senior Unsecured Notes due 2022 rated B1 (LGD5, 71%);

  4.5% Sr. Sub. Conv. Notes due 2029 affirmed at B2 (LGD6, 93%);
  and,

  The speculative grade liquidity rating upgraded to SGL-1 from
  SGL-3.

Ratings Rationale

General Cable's Ba3 Corporate Family Rating incorporates Moody's
view that the company's business profile is a credit strength. The
company's large size and strong geographic diversification
position it well among its peers. The debt-financed acquisitions
of Alcan Cable (former wire/cable business of Rio Tinto plc) and a
60% interest in Procables, S.A. will improve its ability to
compete in a very fragmented industry that offers few
opportunities for product differentiation. As a global
manufacturer, slowdowns in any specific geographic region may be
offset by strength in others. General Cable derives slightly more
than 60% of its revenues from outside of the US. However, the
company's key credit metrics are currently weak for the rating.
For the 12 months ended June 29, 2012, the General Cable had
adjusted debt-to-EBITDA of 5.0 times, adjusted EBITA interest
coverage of 1.9 times and adjusted free cash flow-to-debt of 2.9%.
Moody's expects some improvement in these credit metrics as the
company improves its operations and integrates its acquisitions.

The upgrade of General Cable's speculative-grade liquidity rating
to SGL-1 from SGL-3 reflects the strengthening of the company's
liquidity profile following the proposed refinancing of $550
million of long-term debt with the new Notes due 2022. Further
supporting the upgrade is the extension of the revolving credit
facility maturity. Moody's views the maturity of the revolver as
being extended to July 2017 from August 2013 since General Cable
is effectively removing the revolver's springing maturity by
refinancing the Notes due 2013.

The change in the rating outlook to stable from negative also
reflects the improvement in General Cable's liquidity profile. The
proposed refinancing transaction will address Moody's concerns
about the looming maturity of its $355 million senior convertible
notes due 2013, which would have become current liabilities in
November 2012.

The B1 rating assigned to the proposed Sr. Unsecured Notes due
2022 is one notch below the corporate family rating, as the new
notes will rank pari passu to the company's existing Floating Rate
Sr. Unsec. Notes due 2015. Proceeds from the proposed notes
issuance will be used to retire the existing Senior Convertible
Notes due 2013 and Senior Unsecured Notes due 2017, at which time
Moody's will withdraw the ratings assigned to these debt
instruments. The unsecured notes are structurally subordinated to
the company's asset-based revolving credit facility. Additionally,
the large amount of 20-day trade payables, which have the highest
recovery rates in the capital structure, as well as the foreign
trade payables and drawn lines of credit, which are commitments of
General Cable's non-guarantor subsidiaries and are likely to be
repaid from these subsidiaries' cash flows before cash is
repatriated to the US, provide downward pressures on the Notes'
ratings, as well.

The ratings could be upgraded if General Cable demonstrates the
ability to generate meaningful earnings and significant levels of
free cash flow resulting in adjusted debt-to-EBITDA sustained
below 4.5 times or EBITA-to-interest trending towards 3.5 times
(all ratios incorporate Moody's standard accounting adjustments).

The ratings could come under pressure if the liquidity profile
weakens, for instance, as a result sizeable drawdowns under the
revolving credit facility to finance future acquisitions.
Continued weakness in operating performance such that adjusted
debt-to-EBITDA is sustained above 4.5 times or EBITA-to-interest
expense remains below 3.0 times could result in negative rating
actions (all ratios incorporate Moody's standard accounting
adjustments). Also, the failure of the company to successfully
integrate the Alcan Cable and Procables acquisitions may introduce
additional ratings pressure.

The principal methodology used in rating General Cable was the
Global Manufacturing Industry Methodology published December in
2010. Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.

General Cable Corporation, headquartered in Highland Heights, TN,
is a global manufacturer of copper, aluminum and fiber optic and
power cable products. Primary end markets served include
electrical utility, electrical infrastructure, and construction.
Revenues for the twelve months through June 29, 2012 totaled about
$5.8 billion.


GENT UNIFORM: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Gent Uniform Rental Corp.
        5680 Merrick Road
        Massapequa, NY 11758

Bankruptcy Case No.: 12-75601

Chapter 11 Petition Date: September 14, 2012

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

Judge: Dorothy Eisenberg

Debtor's Counsel: John H. Hall, Jr., Esq.
                  PRYOR & MANDELUP, LLP
                  675 Old Country Road
                  Westbury, NY 11590
                  Tel: (516) 997-0999
                  Fax: (516) 333-7333
                  E-mail: jh@pryormandelup.com

Scheduled Assets: $727,145

Scheduled Liabilities: $2,158,873

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/nyeb12-75601.pdf

The petition was signed by Frank J. Urbinati, Sr., president.

Affiliates that simultaneously filed for Chapter 11:

  Debtor                         Case No.
  ------                         --------
5680 Realty Corp.                12-75602
Stitch Authority Ltd.            12-75603


GLOBAL AVIATION: Union Deals Not Binding on Creditors
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Global Aviation Holdings Inc., the parent of World
Airways Inc. and North American Airlines Inc., negotiated new
contracts with pilots, flight attendants and dispatchers to save
$100 million over the five-year term of the agreements.

According to the report, the revised contracts were tentatively
approved last week by the U.S. bankruptcy judge in Brooklyn, New
York.  The company said it achieved 90% of the savings it was
requesting when negotiations began with the unions.  The
agreements require Global to win court approval of a
reorganization plan giving the unions 25% of the new stock.  The
agreement also puts limits on debt of the reorganized company.

The report relates that there can be no more than $95 million in
first-lien debt and $40 million of second-lien debt.  No more than
half of cash flow may be paid to creditors, and there must be a
revolving credit of at least $20 million.  Global said it's
drafting a Chapter 11 plan to comply with the new union
agreements.  If a plan isn't implemented as the contracts require,
the prior contract will snap back into effect.  In addition, the
unions will make claims as expenses of the Chapter 11 case for the
value of the concession realized during bankruptcy.

The report notes that although the new agreements were approved by
the judge, they weren't "assumed," a technical term giving rise to
damages if later breached.  The company's willingness to grant
equity to the unions isn't binding on creditors who may oppose a
plan with provisions required in the labor agreements.  Global
filed for Chapter 11 reorganization in February to shed 16 of 30
aircraft.  Global said the union agreements were above market.

The report relays that new contracts were negotiated without
requiring the company to initiate proceedings in bankruptcy court
to abrogate collective-bargaining agreements.  The petition listed
$589.8 million in assets against debt totaling $493.2 million.

                       About Global Aviation

Global Aviation Holdings Inc., based in Peachtree City, Ga., is
the parent company of North American Airlines and World Airways.
Global is the largest commercial provider of charter air
transportation for the U.S. military, and a major provider of
worldwide commercial global passenger and cargo air transportation
services.  North American Airlines, founded in 1989 and based in
Jamaica, N.Y., operates passenger charter flights using B757-200ER
and B767-300ER aircraft.  World Airways, founded in 1948 and based
in Peachtree City, Ga., operates cargo and passenger charter
flights using B747-400 and MD-11 aircraft.

Global Aviation, along with affiliates, filed Chapter 11 petitions
(Bankr. E.D.N.Y. Case No. 12-40783) on Feb. 5, 2012.

Global's lead counsel in connection with the restructuring is
Kirkland & Ellis LLP and its financial advisor is Rothschild.
Kurtzman Carson Consultants LLC is the claims agent.

The Debtors disclosed $589.8 million in assets and $493.2 million
in liabilities as of Dec. 31, 2011.  Liabilities include $146.5
million on 14% first-lien secured notes and $98.1 million on a
second-lien term loan.  Wells Fargo Bank NA is agent for both.

Global said it will use Chapter 11 to shed 16 of 30 aircraft.
In addition, Global said it will use Chapter 11 to negotiate new
collective bargaining agreements with its unions and deal with
liabilities on multi-employer pension plans.

On Feb. 13, 2012, the U.S. Trustee for Region 2 appointed a seven
member official committee of unsecured creditors in the case.  The
Committee tapped Lowenstein Sandler PC as its counsel, and
Imperial Capital, LLC as its financial advisor.

The Hon. Carla E. Craig has extended the Debtors' exclusive period
to file a Chapter 11 plan for each Debtor until Oct. 2, 2012, and
the exclusive period to solicit acceptances of a Chapter 11 plan
of each Debtor until Dec. 3, 2012.


GLOBAL AVIATION: Files Plan to Reduce Debt by $168 Million
----------------------------------------------------------
Jacqueline Palank at Dow Jones' Daily Bankruptcy Review reports
that Global Aviation Holdings Inc. filed a restructuring plan that
would hand ownership of its charter-airline service to its senior
secured bondholders and cut its debt by about $168 million.

                       About Global Aviation

Global Aviation Holdings Inc., based in Peachtree City, Ga., is
the parent company of North American Airlines and World Airways.
Global is the largest commercial provider of charter air
transportation for the U.S. military, and a major provider of
worldwide commercial global passenger and cargo air transportation
services.  North American Airlines, founded in 1989 and based in
Jamaica, N.Y., operates passenger charter flights using B757-200ER
and B767-300ER aircraft.  World Airways, founded in 1948 and based
in Peachtree City, Ga., operates cargo and passenger charter
flights using B747-400 and MD-11 aircraft.

Global Aviation, along with affiliates, filed Chapter 11 petitions
(Bankr. E.D.N.Y. Case No. 12-40783) on Feb. 5, 2012.

Global's lead counsel in connection with the restructuring is
Kirkland & Ellis LLP and its financial advisor is Rothschild.
Kurtzman Carson Consultants LLC is the claims agent.

The Debtors disclosed $589.8 million in assets and $493.2 million
in liabilities as of Dec. 31, 2011.  Liabilities include $146.5
million on 14% first-lien secured notes and $98.1 million on a
second-lien term loan.  Wells Fargo Bank NA is agent for both.

Global said it will use Chapter 11 to shed 16 of 30 aircraft.
In addition, Global said it will use Chapter 11 to negotiate new
collective bargaining agreements with its unions and deal with
liabilities on multi-employer pension plans.

On Feb. 13, 2012, the U.S. Trustee for Region 2 appointed a seven
member official committee of unsecured creditors in the case.  The
Committee tapped Lowenstein Sandler PC as its counsel, and
Imperial Capital, LLC as its financial advisor.

The Hon. Carla E. Craig has extended the Debtors' exclusive period
to file a Chapter 11 plan for each Debtor until Oct. 2, 2012, and
the exclusive period to solicit acceptances of a Chapter 11 plan
of each Debtor until Dec. 3, 2012.


GLOBAL AVIATION: Seeks Extension of Exclusivity Period to Dec. 31
-----------------------------------------------------------------
BankruptcyData.com reports that Global Aviation Holdings filed
with the U.S. Bankruptcy Court a motion to extend the exclusive
period during which the Company can file a Chapter 11 plan and
solicit acceptances thereof through and including Dec. 31, 2012
and March 1, 2013, respectively.  The Court scheduled a Sept. 25,
2012 hearing on the matter.

                       About Global Aviation

Global Aviation Holdings Inc., based in Peachtree City, Ga., is
the parent company of North American Airlines and World Airways.
Global is the largest commercial provider of charter air
transportation for the U.S. military, and a major provider of
worldwide commercial global passenger and cargo air transportation
services.  North American Airlines, founded in 1989 and based in
Jamaica, N.Y., operates passenger charter flights using B757-200ER
and B767-300ER aircraft.  World Airways, founded in 1948 and based
in Peachtree City, Ga., operates cargo and passenger charter
flights using B747-400 and MD-11 aircraft.

Global Aviation, along with affiliates, filed Chapter 11 petitions
(Bankr. E.D.N.Y. Case No. 12-40783) on Feb. 5, 2012.

Global's lead counsel in connection with the restructuring is
Kirkland & Ellis LLP and its financial advisor is Rothschild.
Kurtzman Carson Consultants LLC is the claims agent.

The Debtors disclosed $589.8 million in assets and $493.2 million
in liabilities as of Dec. 31, 2011.  Liabilities include $146.5
million on 14% first-lien secured notes and $98.1 million on a
second-lien term loan.  Wells Fargo Bank NA is agent for both.

Global said it will use Chapter 11 to shed 16 of 30 aircraft.
In addition, Global said it will use Chapter 11 to negotiate new
collective bargaining agreements with its unions and deal with
liabilities on multi-employer pension plans.

On Feb. 13, 2012, the U.S. Trustee for Region 2 appointed a seven
member official committee of unsecured creditors in the case.  The
Committee tapped Lowenstein Sandler PC as its counsel, and
Imperial Capital, LLC as its financial advisor.

The Hon. Carla E. Craig has extended the Debtors' exclusive period
to file a Chapter 11 plan for each Debtor until Oct. 2, 2012, and
the exclusive period to solicit acceptances of a Chapter 11 plan
of each Debtor until Dec. 3, 2012.


GREEN ACRES: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Green Acres Limited Partnership
        245 New Meadows Road
        West Bath, ME 04530

Bankruptcy Case No.: 12-21125

Chapter 11 Petition Date: September 11, 2012

Court: U.S. Bankruptcy Court
       District of Maine (Portland)

Debtor's Counsel: George J. Marcus, Esq.
                  MARCUS, CLEGG & MISTRETTA, PA
                  One Canal Plaza, Suite 600
                  Portland, ME 04101-4102
                  Tel: (207) 828-8000
                  E-mail: bankruptcy@mcm-law.com

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

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

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

The petition was signed by Kevin J. McCarthy, Sr. vice president,
Mainland Development Co., general partner.

Affiliates that simultaneously filed for Chapter 11:

        Debtor                               Case No.
        ------                               --------
Skowhegan Housing Limited Partnership        12-21126
Fort Halifax Associates Limited Partnership  12-21127


HENRY VOGT: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Henry Vogt Machine Co.
        1000 W. Ormsby Ave.
        Louisville, KY 40210

Bankruptcy Case No.: 12-34186

Chapter 11 Petition Date: September 14, 2012

Court: United States Bankruptcy Court
       Western District of Kentucky (Louisville)

Judge: Joan A. Lloyd

Debtor's Counsel: Robert J. Brown, Esq.
                  WYATT, TARRANT & COMBS, LLP
                  2800 PNC Plaza
                  500 West Jefferson Street
                  Louisville, KY 40202
                  Tel: (502) 562-7365
                  E-mail: loubankruptcy@wyattfirm.com

Scheduled Assets: $6,731,566

Scheduled Liabilities: $9,041,254

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/kywb12-34186.pdf

The petition was signed by David E. Mack, chief restructuring
officer.


HOSTESS BRANDS: Bakery Workers Turn Down Contract Concessions
-------------------------------------------------------------
Members of the Bakery, Confectionary, Tobacco and Grain Millers
International Union (BCTGM) employed by Hostess Brands rejected
the company's Last/Best/Final proposal by 92 percent.  Union
members in every region of the country and every segment of the
company's operations overwhelmingly opposed the proposal.  In many
locations, the vote to reject the proposal was unanimous.

In announcing the vote results, BCTGM International President
Frank Hurt stated, "Throughout this entire bankruptcy process, I
have been crystal clear with Hostess management that our members
will determine the outcome.  On August 14, the company presented
to us their Last, Best, Final and Non-negotiable offer which we
sent to our local unions. The results speak for themselves.

"Contrary to CEO Rayburn's disingenuous and erroneous public
comments, our members did not reject this proposal because of 'bad
information' from the International Union.  They rejected it
because it was an outrageously unfair proposal from a company that
has destroyed the trust of its workers through years of
mismanagement, greed and unfulfilled promises.

"For Mr. Rayburn to state otherwise is an insult to our members'
intelligence and the integrity of the BCTGM International Union.

It is particularly offensive given that Mr. Rayburn (a
'liquidation specialist') has been with the company for less than
a year while many, many of our members have given decades of
dedicated service to Hostess Brands and its predecessor companies.

"Our members have seen this company squander more than $50 million
that it was contractually obligated to put towards our members'
pension.  They have seen the company fail to invest in product
development and new plant and equipment as was promised when the
company emerged from its previous bankruptcy and for which our
members made significant concessions.

"Our members have seen this company attempt to give millions of
dollars in unseemly and unjustified bonuses to managers and
supervisors in the midst of this bankruptcy.  They have seen this
company go through numerous CEOs in the last seven years with not
one of them having had any significant experience in the wholesale
bread and cake baking business.

"Our members reviewed the analysis of this company's business plan
provided by a highly-respected financial analyst retained by the
company which showed that the plan has little or no chance of
succeeding in saving the business but would provide the investors
with a windfall.

"Our members know that this is a company that is controlled by
Wall Street private equity and hedge fund firms, whose sole
objective is to maximize their own returns, not rebuild a company
for the long haul."

Hurt concluded, "Our members made an informed decision.  The BCTGM
International Union respects the will of our members.  We
encourage Hostess Brands to pay the $50 million in pension
contributions it owes our members and come to the bargaining table
with a fair and reasonable proposal for its workers and a
legitimate business plan that provides the foundation for a future
world-class wholesale baking company and not fatter bank accounts
for Wall Street investors."

                          Misinformation

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hostess Brands Inc. Chief Executive Officer Gregory
F. Rayburn said teamsters union members at Hostess voted to accept
a new contract with 8% in concessions while bakery workers
rejected the offer.

According to the report, Hostess previously said it would
liquidate unless all of its unions accepted the concessions.  The
company will file papers by Sept. 19 reinstituting procedures to
have the bankruptcy judge in White Plains, New York, impose the
contract on bakery workers at an Oct. 3 hearing, Mr. Rayburn said.

The bakery union "incorrectly informed members that a white knight
would step in to buy the company and save their jobs," Mr. Rayburn
said Sept. 14 in an interview with Bloomberg News.  "There is no
white knight."

The Teamsters didn't advise members how to vote on the contract,
Mr. Rayburn said.  Each union represents about 7,000 workers, he
said.

                       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.


HUDSON HEALTHCARE: Liquidating Plan Declared Effective
------------------------------------------------------
Hudson Healthcare, Inc.'s Third Amended Joint Plan of Orderly
Liquidation was declared effective Sept. 12.  The Plan was
confirmed by the Bankruptcy Court in New Jersey on July 31.

Hudson Healthcare completed the sale of its New Jersey Hospital in
November 2011.  HUMC Holdco, a private group that also owns
Bayonne Medical Center, was the buyer.

Pursuant to the disclosure statement explaining the plan, the
purchaser proposed to pay $750,000 for the Debtor's assets and
agreed to assume certain liabilities.

The Chapter 11 plan, sponsored by the Debtor and the unsecured
creditors committee, proposes a liquidating trust that will
administer the remaining assets of the Debtor.

The Court also approved a settlement among the Debtor, the Hoboken
Municipal Hospital Authority, the City of Hoboken, the Hoboken
Parking Utility, the Committee and the Purchaser.  The settlement
secured for the bankruptcy estate a two-tiered payment totaling
$10.2 million, consisting of guaranteed contributions fro the
state of New Jersey, the Purchaser and the Authority in addition
to the proceeds of the asset sale, the proceeds of a large claim
and receivable, and the return of a security deposit from Public
Service Electric and Gas Company.

                      About Hudson Healthcare

Hudson Healthcare Inc. is a non-for-profit corporation formed
under the laws of the State of New Jersey.  Until the sale of
Hoboken University Medical Center by the Hoboken Municipal
Hospital Authority, the Debtor owned and managed the day-today
operations of the Hospital on the Authority's behalf pursuant to a
Manager Agreement dated Feb. 1, 2007.  Other than certain contract
rights, other intangibles, and approximately 12 vehicles, the
Debtor did not own any Hospital assets.

Hudson Healthcare filed for Chapter 11 protection (Bankr. D. N.J.
Case No. 11-33014) in Newark on Aug. 1, 2011, estimating assets
and debt of less than $50 million.  Affiliate Hoboken Municipal
Hospital Authority also sought Chapter 11 protection.

Attorneys at Trenk, DiPasquale, Webster, Della Fera & Sodono,
P.C., in West Orange, N.J., serve as counsel to the Debtor.
Daniel T. McMurray, the patient care ombudsman, has tapped
Neubert, Pepe & Monteith, P.C., as his counsel effective Aug. 25,
2011.  The Official Committee of Unsecured Creditors of Hudson
Healthcare retained Sills Cummis & Gross P.C., in Newark, N.J., as
its counsel, nunc pro tunc to Aug. 12, 2011.  JH Cohn LLP serves
as Financial Advisor to the Committee.  Epiq Bankruptcy Solutions,
LLC, is the Claims and Noticing Agent and Solicitation Agent.


HUDSON HEALTHCARE: Vacation Pay Claim Gets Gen. Unsecured Status
----------------------------------------------------------------
Bankruptcy Judge Donald H. Steckroth sustained an objection by the
Official Committee of Unsecured Creditors of Hudson Healthcare,
Inc. on the classification of the proof of claim by Carmella Flett
for payment of vacation pay or unused personal time off that
accrued prior to the filing of the Debtor's bankruptcy petition.

Ms. Flett asserts that, upon termination of her employment with
the Debtor in August 2011, she was entitled to payment for accrued
and unused PTO from 2010.  The Committee objects to the priority
classification of the claim and seeks to have it reclassified as a
general unsecured claim.  The Committee argues that Ms. Flett's
claim is neither an administrative expense under 11 U.S.C. Sec.
503(b)(1)(A) as the claim does not represent compensation for
services provided post-petition nor a priority claim under Sec.
507(a)(4) since not earned within 180 days prior to the Debtor's
filing, respectively.

The Court held that the unpaid vacation pay to which Ms. Flett was
entitled at the conclusion of her employment with the Debtor was
"earned" as it accrued in the 2010 calendar year and, as such, is
not entitled to priority under Sec. 507(a)(4)(A).  Ms. Flett's
claim, therefore, is to be reclassified as a general unsecured
claim to the extent that it was earned prior to the 180-day period
afforded by the Bankruptcy Code.

A copy of the Court's Sept. 17, 2012 letter opinion is available
at http://is.gd/lyPLORfrom Leagle.com.

                      About Hudson Healthcare

Hudson Healthcare Inc. is a non-for-profit corporation formed
under the laws of the State of New Jersey.  Until the sale of
Hoboken University Medical Center by the Hoboken Municipal
Hospital Authority, the Debtor owned and managed the day-today
operations of the Hospital on the Authority's behalf pursuant to a
Manager Agreement dated Feb. 1, 2007.  Other than certain contract
rights, other intangibles, and approximately 12 vehicles, the
Debtor did not own any Hospital assets.

Hudson Healthcare filed for Chapter 11 protection (Bankr. D. N.J.
Case No. 11-33014) in Newark on Aug. 1, 2011, estimating assets
and debt of less than $50 million.  Affiliate Hoboken Municipal
Hospital Authority also sought Chapter 11 protection.

Attorneys at Trenk, DiPasquale, Webster, Della Fera & Sodono,
P.C., in West Orange, N.J., serve as counsel to the Debtor.
Daniel T. McMurray, the patient care ombudsman, has tapped
Neubert, Pepe & Monteith, P.C., as his counsel effective Aug. 25,
2011.  The Official Committee of Unsecured Creditors of Hudson
Healthcare retained Sills Cummis & Gross P.C., in Newark, N.J., as
its counsel, nunc pro tunc to Aug. 12, 2011.  JH Cohn LLP serves
as Financial Advisor to the Committee.  Epiq Bankruptcy Solutions,
LLC, is the Claims and Noticing Agent and Solicitation Agent.

Hudson Healthcare completed the sale of its New Jersey Hospital in
November 2011.  HUMC Holdco, a private group that also owns
Bayonne Medical Center, was the buyer.

The Chapter 11 plan, sponsored by the Debtor and the unsecured
creditors committee, proposes a liquidating trust that will
administer the remaining assets of the Debtor.


ICEWEB INC: To Issue 25 Million Shares Under 2012 Equity Plan
-------------------------------------------------------------
Iceweb, Inc., filed with the U.S. Securities and Exchange
Commission a Form S-8 registering 25 million shares of common
stock issuable under the Company's 2012 Equity Compensation Plan.
The proposed maximum aggregate offering price is $2 million.

The Company's common stock is quoted on the OTC Bulletin Board
under the symbol IWEB.  On Sept. 11, 2012, the last sale price of
the Company's common stock was $0.08.

A copy of the prospectus is available for free at:

                        http://is.gd/XHpnCK

                         About IceWEB Inc.

Sterling, Va.-based IceWEB, Inc., manufactures high performance
unified data storage appliances with enterprise storage management
capabilities.

The Company's balance sheet at June 30, 2012, showed $3.1 million
in total assets, $7.9 million in total liabilities, and a
stockholders' deficit of $4.8 million.

Sherb & Co., LLP, in Boca Raton, Florida, stated in their report
on the consolidated financial statements of the Company for the
years ended Sept. 30, 2011, and 2010, that the Company had net
losses of $4.7 million and $7.0 million respectively, for the
years ended Sept. 30, 2011, and 2010, which raise substantial
doubt about the Company's ability to continue as a going concern.


IMAGING3, INC: 3D Medical Images Provider in Chapter 11
-------------------------------------------------------
Imaging3(TM), Inc., developer of a breakthrough medical imaging
device that produces 3D medical diagnostic images of virtually any
part of the human body in real-time, disclosed that on Sept. 13,
2012 the company filed a voluntary petition under chapter 11 of
the Bankruptcy Code.

Dean Janes, the company's chief executive officer and chairman,
said, in a regulatory filing, the Company was unable without
unreasonable effort and expense to prepare its accounting records
and schedules in sufficient time to allow its accountants to
complete their review of its financial statements for the period
ended June 30, 2012 before the required filing date.  The Company
said it intends to file the quarterly report on Form 10-Q on or
before the fifth calendar day following the prescribed due date,
said Mr. Janes.

Burbank, Calif.-based Imaging3, Inc. (OTC BB: IMGG)
-- http://www.imaging3.com/-- produces and sells medical
equipment, parts, and services to hospitals, surgery centers,
research labs, physician offices, and veterinarians in the United
States.  The Company has developed a proprietary medical
technology designed to produce 3D medical diagnostic images in
real time.


INTEGRATED FREIGHT: Unit to Face Waste Spill Suit in Calif.
-----------------------------------------------------------
Integrated Freight Corporation anticipates that its wholly owned
subsidiary Smith Systems Transportation will be named as a
defendant in a suit by a customer related to a hazardous waste
spill in Sacramento, CA.  The cleanup costs exceeded $1,000,000,
of which the customer has paid approximately $850,000 which it may
seek to recover from Smith Systems.

The Company believes Smith Systems' insurance will cover these
costs, net of the deductible.  Smith Systems believes it has
defenses to the claims which may be made by the customer,
including the customer's failure to respond timely to notice of
the spill which would cause the customer to be responsible for all
cleanup costs.  The customer, who accounted for approximately one-
third of Smith Systems' business, has terminated its relationship
with Smith Systems and is withholding payments in the approximate
amount of $350,000 as a claimed offset against its claims against
Smith Systems.  Smith Systems has pledged these receivables as
collateral for its operating line of credit.  The Company cannot
predict what action Smith Systems' lender may take with respect to
the collateral.

The Company's only operations at Sept. 13, 2012, are being
conducted in its wholly owned subsidiaries, Morris Transportation,
Inc. and Smith Systems.  Operations of Cross Creek have been
terminated.

Kimberly K. Bors, one of the Company's directors, has resigned
effective March 5, 2012.  Ms. Bors was one of the Company's
independent directors and served on the Company's board's audit
committee.  The Company's management is not aware of any dispute
expressed by Ms. Bors with the Company's operations, policies or
practices.

                      About Integrated Freight

Integrated Freight Corporation, formerly PlanGraphics, Inc., (OTC
BB: IFCR) -- http://www.integrated-freight.com/-- is a Sarasota,
Florida headquartered motor freight company providing long-haul,
regional and local service to its customers.  The Company
specializes in dry freight, refrigerated freight and haz-waste
truckload services, operating primarily in well-established
traffic lanes in the upper mid-West, Texas, California and the
Atlantic seaboard.  IFCR was formed for the purpose of acquiring
and consolidating operating motor freight companies.

On Aug. 19, 2010, at a special stockholders' meeting the Company
approved a reverse stock split, a relocation of its State of
Incorporation to Florida and a change of its name to Integrated
Freight Corporation.  The Company's name change and State of
Incorporation have been approved and are effective as of
Aug. 18, 2010.  The reverse stock split has been approved but is
not effective as of the date of this filing.

The Company ended fiscal 2011 with a net loss of $7.76 million on
$18.82 million of revenue and fiscal 2010 with a net loss of $3.14
million on $17.33 million of revenue.

The Company's balance sheet at Dec. 31, 2011, showed
$11.70 million in total assets, $26.29 million in total
liabilities and a $14.58 million total stockholders' deficit.

In the auditors' report accompanying the financial statements for
year ended March 31, 2011, Sherb & Co., LLP, in Boca Raton,
Florida, expressed substantial doubt about the Company's ability
to continue as a going concern.  The independent auditors noted
that the Company has suffered recurring losses and has a negative
working capital position and a stockholders' deficit.


JAMES KEENAN: Calif. Appeals Court Affirms Surcharge Order
----------------------------------------------------------
James Keenan, who served until 2004 as the administrator of the
Estate of Paul Rule, deceased, filed an amended final account and
petition for settlement of the estate and allowance of fees, under
Probate Code1 section 1060 et seq.  Objections were filed by the
current administrator, Betty Rule, mother of Paul Rule.  The
probate court conducted a bench trial in 2008 on the disputed
issues identified by the parties in their joint trial statement.
The probate court's Sept. 16, 2010 order surcharged Mr. Keenan
over $1.9 million for his breaches of care and fiduciary duty that
took place while he was acting as independent administrator of the
Rule Estate.  The court approved, only in part, his amended
account, while deferring final settlement of the estate until
further proceedings were conducted on the requests to allow fees
(not involved in this appeal).  Mr. Keenan's motion for new trial
was denied.

Mr. Keenan took an appeal from the orders imposing the surcharges
and partially approving the amended account.  He contends the
probate court utilized an incorrect burden of proof standard, and
further, that insufficient evidence supported the imposition of
the surcharges as remedies for his breaches of fiduciary duty and
the applicable standard of care in his administration of Rule's
Estate.  A large portion of his Rule Estate administration was
carried out while Mr. Keenan was participating in his personal
bankruptcy reorganization proceedings, beginning in 1996, in which
Rule's Estate was an alleged creditor and debtor.

During Mr. Keenan's bankruptcy proceedings, from 1996 to 2002, the
trustee for his bankruptcy estate brought several adversary
proceedings to determine the respective interests of Mr. Keenan
and Rule's Estate in several of their real property ventures, and
the results of those proceedings were reflected in the probate
court's decision upon Mr. Keenan's amended account.

Rule's Estate, acting through Mr. Keenan, entered into a
stipulated judgment in favor of Keenan's bankruptcy estate and
against the Rule Estate, for $849,392, stemming from "investment
loans" that Mr. Keenan represented he had made to Paul Rule, when
granting Mr. Rule a percentage interest in certain property
ventures.  Also, Mr. Keenan as the Rule Estate administrator
failed to contest his own bankruptcy trustee's decision to
disallow a 1988 promissory note that Mr. Keenan had made in favor
of Mr. Rule, which had a balance due in 1993 of $84,590.

Having reviewed the record, the Court of Appeals of California,
Fourth District, Division One, concluded that the record strongly
supports the probate court's orders surcharging Mr. Keenan and
accepting, with restrictions, his amended account.  Substantial
evidence supports the court's determinations that as the Rule
Estate administrator, Mr. Keenan breached his fiduciary duties,
did not act with due care, and caused losses to that Estate for
which he should be surcharged. The probate court did not apply an
incorrect burden of proof nor incorrectly assess the evidence, and
the orders are affirmed, the appellate court ruled.

In the 1980s-1990s, Mr. Keenan ran a real estate management
company, Data Property Services, and Mr. Rule was his longtime
employee and friend.  Mr. Rule had a California real estate
broker's license, and Mr. Keenan had a real estate sales agent
license.  In the 1984-1987 time frame, Mr. Rule and Keenan entered
into several oral agreements that Mr. Rule would obtain an
unrecorded ownership interest in some of Mr. Keenan's real
property partnership or joint venture projects, and Mr. Keenan
would be compensated through credits given to Mr. Rule, who
sometimes acted as the broker, from the sales proceeds or rents
from the various projects.  They did not arrange to have Mr.
Rule's name added to the title on any of those properties they
obtained or managed.

On Dec. 6, 1993, Mr. Rule died without leaving a will.  His
closest survivor and heir, his elderly mother Betty Rule, accepted
Mr. Keenan's offer to serve as the independent administrator of
his estate, because Mr. Keenan was knowledgeable about Mr. Rule's
financial affairs, and Betty was not.  Mr. Rule's other family
members agreed (brother and girlfriend, Karen Barberio).

Mr. Keenan was appointed as administrator in 1994.

In January 1996, when Mr. Keenan filed for personal bankruptcy
reorganization under Chapter 11, he listed the Rule Estate as one
of many creditors and debtors of his bankruptcy estate.  For
several years beginning in 1996, the bankruptcy trustee (Ross
Pyle, represented by attorney Jeffrey Isaacs) litigated two
adversary actions he filed to determine the Rule Estate's
interests in five real properties, as Mr. Keenan was claiming he
was entitled to offsets for monies the Rule Estate owed him from
other partnership projects.

The case is JAMES KEENAN, Plaintiff and Appellant, v. BETTY M.
RULE, Objector and Respondent, No. D058759 (Calif. App. Ct.).

A copy of the appellate court's Sept. 14, 2012 decision, which
includes a background on the dispute, is available at
http://is.gd/1rnvQKfrom Leagle.com.


JHK INVESTMENTS: Sec. 341 Creditors' Meeting Set for Dec. 31
------------------------------------------------------------
The U.S. Trustee in New Haven, Connecticut, will convene a Meeting
of Creditors under 11 U.S.C. Sec. 341(a) in the Chapter 11 case of
JHK Investments, LLC, on Oct. 1, 2012, at 1:00 p.m. at Office of
the UST.

Proofs of claim are due by Dec. 31, 2012.

JHK Investments, LLC, filed a Chapter 11 petition (Bankr. D. Conn.
Case No. 12-51608) in Bridgeport, Connecticut on Aug. 29,
estimating under $100 million in assets and more than $10 million
in liabilities.

On the petition date, JHK Investments quickly commenced an
adversary proceeding against Bay City Capital Fund V, L.P., Bay
City Captial Fund V Co-Investment Fund, L.P., Eleuthera
Administrative Co., LLC.

Bankruptcy Judge Alan H.W. Shiff presides over the case.  Lawyers
at Zeisler & Zeisler PC serve as the Debtor's counsel:

          Aaron Romney, Esq.
          Craig I. Lifland, Esq.
          James Berman, Esq.
          Lawrence S. Grossman, Esq.
          ZEISLER & ZEISLER PC
          558 Clinton Avenue
          Bridgeport, CT 06605
          Tel: 203-368-4234
          Fax: 203-367-9678
          E-mail: aromney@zeislaw.com
                  jberman@zeislaw.com
                  lgrossman@zeislaw.com

Westport, Connecticut-based JHK is an investment company founded
by the former senior management team of United States Surgical
Corporation.  Founded by Leon C. Hirsch in 1963, USSC became a
global medical device manufacturer with sales exceeding
$1.2 billion and employing $4,000 Connecticut residents.

Following the success of USSC, Mr. Hirsch and two other senior
USSC executives created JHK in order to produce and develop new
markets and penetrate established markets throughout the worl for
high-tech medical devices.  JHK owns equity in several start-up
medical subsidiaries.  The start-ups include Interventional
Therapies, LLC, Auditory Licensing Company, LLC, Biowave
Corporation, Gorham Enterprises, LLC, and American Bicycle Group,
LLC.

Bay City claims to be owed $31 million for funding provided to the
Debtor since January 2011.  The principals at JHK -- Mr. Hirsch,
Turi Josefsen, and Robert A. Knarr -- guaranteed JHK's
obligations, pledged the property in Wilton, Connecticut to secure
obligations under the guaranty, and pledged all equity interests
of JHK.

In March 2012, Eleuthera, in its capacity as administrative agent
for Bay City, declared an event of default as a result of the
passage of the maturity date and the failure to pay the entire
amount outstanding.  On Aug. 28, 2012, Bay City and Eleuthera
purported to exercise the pledge agreements insofar as they
purported to register the Principals' interest in JHK in the name
of Eleuthera, as nominee for Bay City, and purported to reserve
their right to exercise voting rights in JHK.


K-V PHARMACEUTICAL: Wins OK to Use Cash Collateral
--------------------------------------------------
Natalie Rodriguez at Bankruptcy Law360 reports that U.S.
bankruptcy Judge Allan L. Gropper on Friday approved K-V Discovery
Solutions Inc.'s request to access its cash collateral after the
company's largest creditor withdrew its objections to the motion.

Judge Gropper signed off on a motion allowing the bankrupt company
to access its cash collateral for at least the 75-day period
following its Aug. 4 filing for Chapter 11 protection in order to
bolster its current operations, according to the order cited by
Bankruptcy Law360.

                      About K-V Pharmaceutical

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

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

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

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


KYANITE MINING: Tries To Stave Off Receivership
-----------------------------------------------
1070Wina News reports that the Kyanite Mining Company is asking
the Virginia Supreme Court to block a lower court ruling that
forces the company into receivership and possible liquidation.

Kyanite has about 130 workers in Buckingham, Virginia and more
than $160 million in assets, according to the report.

1070Wina News notes that it was ordered into receivership earlier
this month.

A Fairfax judge denied a stay, saying she had reservations about
allowing the Dixon family to keep ownership, the report relates.

That Dixon family has maintained control of the operation for
about 70 years. The company also owns 280,000 acres of old-growth
forest and the Cavalier Hotel waterfront property in Virginia Beac


KENNEDY PLAZA: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Kennedy Plaza, LLC
        1700 - 66th Street N, Suite 300
        Saint Petersburg, FL 33710

Bankruptcy Case No.: 12-13880

Chapter 11 Petition Date: September 11, 2012

Court: U.S. Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Buddy D. Ford, Esq.
                  BUDDY D. FORD, P.A.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543
                  E-mail: Buddy@tampaesq.com

Scheduled Assets: $1,203,076

Scheduled Liabilities: $3,116,268

The Company's list of its three largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/flmb12-13880.pdf

The petition was signed by Lester M. Porter, III, vice president.


LEHMAN BROTHERS: Elliott Says Navigator Price Too Low
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the $110.2 million that WL Ross & Co. LLC will pay
the trustee for the defunct brokerage Lehman Brothers Inc. in
return for 34% of the stock of Navigator Holdings Ltd. isn't
enough, according to Elliott Management Corp.

According to the report, Lehman brokerage trustee James W. Giddens
has a hearing today, Sept. 19, in U.S. Bankruptcy Court in
Manhattan for permission to sell the Navigator stock to Ross.  If
approved, Ross will control 61% of Navigator.  The brokerage unit
of Lehman Brothers Holdings Inc. was a pre-bankruptcy lender and
acquired the stock in 2006 through Navigator's Chapter 11
reorganization.  Ross acquired 27% of the Navigator stock in 2011
and 2012 for $25 a share, the same price Mr. Giddens would be paid
for the 4.4 million shares he is selling.  New York-based Elliott
contended in papers filed last week that Mr. Giddens "gave up too
easily" by not suing Navigator to eliminate a so-called poison
pill.  In smaller transactions on Sept. 11, Navigator stock sold
for $29 to $29.50 a share in over-the-counter trading, according
to data compiled by Bloomberg.

The report relates that Mr. Giddens previously said his holding is
so large that selling to anyone else isn't feasible since Ross has
a waiver of the poison pill.  Without a waiver, so many new shares
would be issued under the poison pill that a sale would become
infeasible.  London-based Navigator has a fleet of 14 liquefied
gas tankers.

The Bloomberg report discloses that the Chapter 11 plan for the
Lehman companies other than the broker was confirmed in December
and implemented in March, with a first distribution in April.  The
Lehman brokerage has yet to make a first distribution to non-
customers.

                       About Lehman Brothers

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: CPT Drops Bid for Relief From Plan Order
---------------------------------------------------------
Credit Protection Trusts 207 and 283 abandoned their motion for
relief from the court order confirming Lehman Brothers Holdings
Inc.'s Chapter 11 plan.

The trusts filed the motion late last month following a notice
from Lehman, informing them about the assumption of their swap
agreements with the company's special financing unit pursuant to
the court order, and that they would recover nothing of their
claims.

The trusts filed $44 million in claims for damages after the swap
agreements were terminated as a result of its failure to make
necessary payments.

                       About Lehman Brothers

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Suit Against Right Management Consultants Nixed
----------------------------------------------------------------
The trustee liquidating Lehman Brothers Holdings Inc.'s brokerage
entered into an agreement, which calls for the dismissal of a
lawsuit it filed against Right Management Consultants, Inc.

The trustee filed the lawsuit in September 2010, in which he
asserted a claim against RMI for transfers totaling $710,200 made
by the brokerage.

The agreement requires RMI to pay $142,040 to the trustee in
exchange for the dismissal of the lawsuit.  A copy of the
agreement is available without charge at http://is.gd/ulN1W9

                       About Lehman Brothers

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Fontainebleau Unjust Enrichment Claims Denied
--------------------------------------------------------------
Judge James Peck dismissed unjust enrichment counterclaims that
developer Jeffrey Soffer and his Fontainebleau Resorts LLC filed
against Lehman Brothers Holdings Inc. over a $400 million
construction loan, saying the claims relied on a voluntarily
withdrawn fraudulent inducement counterclaim, Lisa Uhlman of
BankruptcyLaw360 reported.

Mr. Soffer and his Fontainebleau resort filed the fraud
counterclaims in September, alleging Lehman's misrepresentations
about its financial condition before its bankruptcy filing induced
them to enter into a loan arrangement with the lender, which in
turn caused Fontainebleau and related properties to fold.

                       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.


LIGHTSQUARED INC: Lenders Seek Permission to Sue Harbinger
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that holders of $1.08 billion in secured debt in
LightSquared LP said LightSquared Inc. received a faulty
$263.8 million loan last year.

According to the report, the July 2011 loan should be
recharacterized as an equity investment by Harbinger Capital
Partners LLC, which contributed $183.8 million of the total, the
so-called LP lenders said.  Affiliates committed fraudulent
transfers when they guaranteed the loan without receiving anything
of value in return, the lenders contend.

The report relates that the LP lenders made the filing on Sept. 15
to beat a Sept. 28 deadline for challenging the validity of
secured claims.  The lenders arranged a Sept. 26 hearing to ask
the U.S. Bankruptcy Court in Manhattan for permission to sue
Harbinger and its co-lender, UBS AG Stamford Branch.

The loan, unsecured when it was made, was given security interests
in late August 2011, the LP lenders said.  The almost two-month
delay in giving liens amounted to a preference the bankruptcy
court can set aside, they said.

The report relates that the lenders said the transactions
"diverted massive value" from other creditors.

                      About LightSquared Inc.

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

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

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

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

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

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

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

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

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

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


LOCATION BASED TECHNOLOGIES: Six Directors Elected to Board
-----------------------------------------------------------
Location Based Technologies, Inc., held its annual meeting of
shareholders on Sept. 12, 2012.  The shareholders elected six
directors to serve until the next annual meeting, namely:
(1) Desiree Mejia, (2) Dave Morse, (3) Charles Smith, (4) Greggory
Haugen, (5) David Meyers and (6) Ronald Warner.  The Company's
Amended and Restated 2007 Stock Option Plan was also approved.

A copy of the transcript of meeting is available for free at:

                         http://is.gd/xJUbQG

                  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."


LOCATION BASED TECHNOLOGIES: Gregg Haugen Has $400,000 Investment
-----------------------------------------------------------------
Location Based Technologies, Inc., on Sept. 10, 2012, entered into
a Convertible Note Agreement with Board Member, Gregg Haugen in
exchange for an investment for $400,000.  The Note is convertible
at $0.20, bears a coupon of 10% per annum and has a term of
1 year.

Meanwhile, Location Based's PocketFinder Personal and PocketFinder
Vehicle products are available for purchase at Amazon.com.  LBT
has been expanding its retail presence and is aligning itself with
the most reputable retail outlets in the country, including Apple,
Best Buy, Crutchfield and now Amazon.com (AMZN).

"Expanding our consumer presence through the best-known retailers
in the world is part of our strategy for growth," said Dave Morse,
CEO of Location Based Technologies.  "We will continue to focus
heavily on commercial applications for our products, but when we
do go after a retail channel, it's important that we work with
elite companies like Amazon."

                 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."


NAT'L INSTRUMENT SUPPLY: Centro Offers to Buy Biz for $1.2MM
------------------------------------------------------------
Annie Johnson, staff reporter at Nashville Business Journal,
citing court documents, reports that Centro has made an offer to
purchase National Instrument Supply for up to $1.2 million.

According to the report, National Instrument has outlined terms of
the deal with Centro.  National Instrument said Centro would now
be responsible for providing the funding needed to pay suppliers
and purchase inventory.

The report adds the deal is subject to final approval from the
bankruptcy court.

National Instrument Supply distributes pressure gauges,
thermometers and steam valves, among other products.  The Company
filed for Chapter 11 bankruptcy protection early in September
2012, listing between $1 million to $10 million in both assets and
liabilities.  The top 20 largest unsecured creditors in the case
represent more than $900,000 in liabilities.


NAVISTAR INT'L: Liquidity Risk Cues Fitch to Cut IDR to 'CCC'
-------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Ratings (IDR) for
Navistar International Corporation (NAV) and Navistar Financial
Corporation (NFC) to 'CCC' from 'B-'.  The rating Outlook is
Negative.

The rating downgrades and Negative Rating Outlook reflect the
company's heightened liquidity risk and negative manufacturing
free cash flow (FCF) which could continue into 2013.  A
significant number of challenges will need to be addressed to
avoid liquidity pressures, and FCF could be impaired in the near
term by costs related to the implementation of NAV's revised
engine strategy, workforce reductions, and possible additional
restructuring.  Other items that could reduce FCF include lower
sales volumes expected in the fourth quarter, and lower margins
related to the use of Cummins SCR technology, higher warranty
expense for NAV's emissions compliant engines, and the cost of
non-conformance penalties (NCPs).

Industry demand and the pace of a possible recovery in NAV's
market share are difficult to estimate and could potentially lead
to significant negative FCF if economic conditions and customer
confidence in NAV's strategy are worse than anticipated.  Industry
data indicate NAV's market share declined in August.  These
factors, together with the effectiveness and timing of NAV's
transition to its revised emissions technology, will be important
in determining the company's near-term financial position and any
future rating actions.

Manufacturing debt/EBITDA increased materially to 5.7x as of July
31, 2012, and above 7x adjusted for a new $1 billion term loan in
August 2012.  Leverage could remain quite high through the next
12-18 months before NAV's revised engine strategy and other
potential changes to NAV's operations and strategy become fully
effective.

NAV's transition to SCR emissions technology (In-Cylinder
Technology Plus, or ICT+) involves execution risk related to
integrating the technology with NAV's engines, and with
integrating Cummins' 15-liter engine in NAV's trucks.  Much of the
transition should be completed by mid-fiscal 2013, but delays or
higher-than-expected costs could further pressure NAV's liquidity.
This risk is mitigated by the fact that NAV's heavy duty engines
do not need to be redesigned, with the exception of one sensor.
Also, Cummins engineers are co-located at NAV's facilities to
assist with the process.  This should benefit NAV as Cummins has
done similar work to integrate SCR technology for other engine
makers.  NAV uses Cummins engines in some trucks sold to export
markets.

Other risks include emissions credits which NAV estimates will be
depleted in 2013 rather than 2012, partly due to lower-than-
expected sales volumes, but a gap in timing between depletion and
full production of NAV's ICT+ engines could hurt the company's
market share and financial results, at least temporarily.  This is
a particular concern in 10 states that use California Air
Resources Board (CARB) standards which do not allow the use of
NCPs. In addition, NAV will require approval by the EPA of its
reconfigured emissions equipment.

NAV's $1 billion term loan provided additional liquidity while NAV
implements its revised engine strategy.  A portion of the term
loan proceeds were used to repay $238 million outstanding under
NAV's ABL facility which was simultaneously reduced to $175
million.  NAV's cash at July 31, 2012, adjusted to include the
term loan, was slightly more than $1.3 billion.  This level of
cash should be sufficient to offset negative FCF through the end
of fiscal 2012 and into early 2013 while providing an adequate
cash cushion.  However, NAV's FCF and liquidity could be pressured
by the second quarter of fiscal 2013 if industry demand for trucks
does not improve, the company's market share does not recover, or
costs for the engine transition are substantially larger than
offsetting reductions planned by NAV in product development and
capital expenditures.

In order to rebuild its operating performance and preserve cash,
NAV plans to reduce capital spending, cut back on investments
associated with NAV's global expansion, and redirect product
development to its engine strategy.  Restructuring should also
help control NAV's cost structure over the long term, including
workforce reductions. NAV estimates these actions will reduce its
cost structure by $150 million-$175 million.  Immediate benefits
will be offset by approximately $50 million-$75 million of
restructuring charges.

Fitch could take a negative rating action if NAV's transition to
SCR emissions technology is delayed or requires substantial cash
expenditures, or FCF does not recover by early fiscal 2013.  If
sales volumes are low or margins remain pressured, FCF could be
impaired, making it difficult to fund capital expenditures,
pension contributions and higher interest expense associated with
the increase in debt.  In addition, four investors have
accumulated approximately 56% of NAV's common shares, which
introduces uncertainty about long-term operating and financial
policies.  The ratings could also be negatively affected depending
on the outcome of the SEC's investigation of the company's
accounting and disclosure practices.

Fitch could take a positive rating action if manufacturing FCF
returns toward a breakeven level by the beginning of fiscal 2013,
NAV's new engine strategy is implemented on time and at moderate
cost, the company's market share begins to recover, and leverage
declines materially.

Manufacturing sales increased slightly during the first nine
months of 2012, but quarterly trends have been weakening through
the year due to economic uncertainty and customer concerns about
NAV's engine strategy.  NAV's heavy-duty truck orders increased
through the first quarter of fiscal 2012 but have since declined,
consistent with declines across the industry.  Medium-duty truck
orders have also been weak.  NAV's market share was 24% in the
third fiscal quarter, including heavy- and medium-duty trucks and
buses, and remains well below the peak level of 36% in 2009.
Military sales have also fallen as U.S. defense spending declines.

EBITDA as calculated by Fitch was slightly below break-even
through the first nine months of fiscal 2012.  The loss reflects
higher warranty costs, adjustments of $353 million to pre-existing
warranties, commodity costs for steel and rubber, OPEB/drug
benefit costs, and advertising expenses.  Other charges include
restructuring and impairments, ongoing costs to integrate the
engine and truck businesses, and the relocation of NAV's
headquarters.  Margins have also been negatively affected by lower
military revenue (trucks and parts), lower engine volumes in
Brazil related to pre-buying in the year-earlier period ahead of
tighter emissions standards, and a transition to contract
manufacturing by the engine business in Brazil for one of its
large customers (MAN).

NAV's manufacturing FCF is constrained by recurring pension
contributions.  NAV estimates it will be required to contribute at
least $141 million annually from 2013 to 2015. The estimate is
lower than earlier estimates as a result of MAP-21 legislation
passed in July 2012 which defers required contributions but does
not reduce the obligation. Any reduction in near-term
contributions would lead to higher contributions in subsequent
years depending on future asset returns and discount rates.  NAV
contributed $112 million during the first nine months of 2012 and
expects to contribute $45 million in the fourth quarter.  It also
expects to make OPEB contributions of $17 million in the quarter.
NAV's net pension obligations totaled nearly $1.8 billion
(approximately 57% funded) at the end of 2011.

The Recovery Rating (RR) of '1' for Navistar Inc.'s $1 billion
term loan supports a rating of 'B', three levels above NAV's IDR,
as the loan can be expected to recover more than 90% in a
distressed scenario based on a strong collateral position.  The
'5' RR for NAV's senior unsecured debt results in a rating of
'CCC-', one notch below the IDR, and reflects poor recovery
prospects in a distressed scenario.  An RR of '6' for the senior
subordinated convertible notes reflects a lower priority relative
to NAV's senior unsecured debt.

The downgrades of NFC's IDR and bank facility rating reflect the
direct rating linkage between NFC and NAV, given their inter-
related activities and the core nature of NFC's business to that
of NAV.  Furthermore, the linkage reflects the potential that
under a severe stress scenario, NAV may seek to extract capital
and/or unencumbered assets from NFC.

Fitch views NFC's performance, asset quality and leverage levels
as neutral to NAV's rating.  NFC's performance has not changed
materially compared to Fitch's expectations, but its financial
profile is likely to be affected over the long term by lower than
expected volumes at NAV, and NFC's strong linkage to its
manufacturing parent.  Profitability continued its slight decline
in the nine months ended July 31, 2012 due to the run-off of NFC's
retail portfolio.  Fitch believes future profitability at NFC will
be directly affected by the general operating and financial
condition of NAV, as well as the performance of the wholesale
receivables portfolio going forward.

Asset quality continues to improve and provisioning has declined
as NFC focuses on its wholesale portfolio, which historically has
experienced lower loss rates relative to the retail portfolio.
Absent material dividends upstreamed to the parent, Fitch expects
NFC's leverage to improve and stay below historical levels due to
reduced overall financing needs.  In June 2012, NFC completed a
$501.6 million securitization and the proceeds were used to repay
outstanding borrowings on a previous securitization and a portion
of its revolving bank credit facility.  In addition, NFC completed
the refinancing of a $750 million wholesale facility in August
2012.  Fitch believes the refinancing of NFC's debt facilities may
help to mitigate potential near-term liquidity concerns at NFC.

Fitch believes NFC is core to NAV's overall franchise, and the IDR
of the finance subsidiary is directly linked to that of its
ultimate parent due to the close operating relationship and
importance to NAV, as substantially all of NFC's business is
connected to the financing of new and used trucks sold by NAV and
its dealers.  The relationship between NAV and NFC is formally
governed by the Master Intercompany Agreement.  Also, there is a
requirement referenced in NFC's credit agreement requiring
Navistar, Inc. or NAV to own 100% of NFC's equity at all times.

As of July 31, 2012, Fitch's ratings cover approximately $3
billion of debt at NAV, adjusted for the new $1 billion term loan
and ABL repayment, and $2.3 billion of outstanding debt at the
Financial Services segment, the majority of which is at NFC.

Fitch has downgraded the following ratings:

Navistar International Corporation

  -- Long-term IDR to 'CCC' from 'B-';
  -- Senior unsecured notes to 'CCC-'/'RR5' from 'CCC+'/ 'RR5';
  -- Senior subordinated notes to 'CC'/'RR6' from 'CCC'/'RR6'.

Navistar, Inc.

  -- Long-term IDR to 'CCC' from 'B-';
  -- Senior secured bank term loan to 'B'/'RR1' from 'BB-'/'RR1'.

Cook County, Illinois

  -- Recovery zone revenue facility bonds (Navistar International
     Corporation Project) series 2010 to 'CCC-' from 'CCC+'.

Illinois Finance Authority (IFA)

  -- Recovery zone revenue facility bonds (Navistar International
     Corporation Project) series 2010 to 'CCC-' from 'CCC'.

Navistar Financial Corporation

  -- Long-term IDR to 'CCC' from 'B-';
  -- Senior secured bank credit facilities to 'CCC-'/'RR5' from
     'CCC'/ 'RR5'.


NUVILEX INC: Delays Form 10-Q for July 31 Quarter
-------------------------------------------------
Nuvilex, Inc., was unable to file its quarterly report on Form
10-Q within the prescribed time period because the assessments to
complete the review for the quarter ended July 31, 2012, and the
work necessary to carry out submissions in conjunction with the
ongoing company activities and audit requirements prevented that
filing.

                         About Nuvilex Inc.

Silver Spring, Md.-based Nuvilex, Inc., Nuvilex, Inc. operates
independently and through wholly-owned subsidiaries.  The Company
is dedicated to bringing to market scientifically derived products
designed to improve the health and well-being of those who use
them.  The Company's current strategy is to focus on developing
and marketing products in the biotechnology arena it believes have
potential for long-term corporate growth.

The Company reported a net loss of $1.89 million on $66,558 of
total revenue for the year ended April 30, 2012, compared with a
net loss of $1.39 million on $125,997 of total revenue during the
prior year.

The Company's balance sheet at April 30, 2012, showed $2.08
million in total assets, $3.78 million in total liabilities,
$580,000 in preferred stock, and a $2.27 million total
stockholders' deficit.

Robison, Hill & Co., issued a "going concern" qualification on the
consolidated financial statements for the year ended April 30,
2012, citing recurring losses from operations which raises
substantial doubt about the Company's ability to continue as a
going concern.


OMEGA NAVIGATION: Files First Amended Joint Plan
------------------------------------------------
BankruptcyData.com reports that Omega Navigation Enterprises filed
with the U.S. Bankruptcy Court a First Amended Joint Plan of
Reorganization and related Disclosure Statement.

According to the Disclosure Statement, "the key components of the
Plan are as follows: payment in full of all Allowed Administrative
Expenses, Priority Tax Claims and Priority Non-Tax Claims; a new
value equity investment of $2,500,000 or $2,600,000 (depending on
the circumstances), and replacement of the Old Senior Facilities
Agreement with the New Facilities Agreement, which will include a
Working Capital Tranche of up to $7,500,000 to be used for Working
Capital Purposes, all of which will provide the Debtors with
critical cash to operate their business after the Effective Date;
the opportunity for Junior Lenders (if they accept the Plan) and
Holders of Allowed General Unsecured Claims to participate in a
Rights Offering at the same price as the new value equity
investment; as to (and only as to) each Holder of an Allowed
General Unsecured Claim who accepts the Plan and is in a Class
that accepts the Plan, the payment to such Holder of its Pro Rata
share of $300,000; and the pursuit of the Consensual Wind-Down as
to the Vessels in the event a Consensual Wind-Down Trigger occurs,
including the failure of the Plan to be confirmed by November
[16], 2012 or the failure of the Plan Effective Date to occur by
November [27], 2012 or the failure of the Consummation Date to
occur by December 31, 2012."

                      About Omega Navigation

Athens, Greece-based Omega Navigation Enterprises Inc. and
affiliates, owner and operator of tankers carrying refined
petroleum products, filed for Chapter 11 protection (Bankr. S.D.
Tex. Lead Case No. 11-35926) on July 8, 2011, in Houston, Texas
in the United States.

Omega is an international provider of marine transportation
services focusing on seaborne transportation of refined petroleum
products.  The Debtors disclosed assets of US$527.6 million and
debt totaling US$359.5 million.  Together, the Debtors wholly own
a fleet of eight high-specification product tankers, with each
vessel owned by a separate debtor entity.

Judge Karen K. Brown presides over the case.  Bracewell &
Giuliani LLP serves as counsel to the Debtors.  Jefferies &
Company, Inc., is the financial advisor and investment banker.

The Official Committee of Unsecured Creditors has tapped Winston
& Strawn as local counsel; Jager Smith as lead counsel; and First
International as financial advisor.


OFF DOCK: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Off Dock USA, Inc.
        22700 South Alameda Street
        Carson, CA 90810

Bankruptcy Case No.: 12-41328

Chapter 11 Petition Date: September 14, 2012

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

Judge: Thomas B. Donovan

Debtor's Counsel: Jerome Bennett Friedman, Esq.
                  FRIEDMAN LAW GROUP, P.C.
                  1900 Ave of the Stars 11th Flr
                  Los Angeles, CA 90067-4409
                  Tel: (310) 552-8210
                  Fax: (310) 733-5442
                  E-mail: jfriedman@jbflawfirm.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/cacb12-41328.pdf

The petition was signed by Michael Sullivan, president.


OPTIONS MEDIA: Scott Frohman Resigns as CEO, All Other Positions
----------------------------------------------------------------
Scott Frohman resigned as the Chief Executive Officer, Secretary,
a director and all other positions at Options Media Group
Holdings, Inc., and its subsidiaries.  Mr. Frohman advised the
Company that his resignation was not due to any disagreement with
the Company relating to its operations, policies or practices.

                        About Options Media

Boca Raton, Fla.-based Options Media Group Holdings, Inc., had
historically been an Internet marketing company providing e-mail
services to corporate customers.  Additionally, Options Media has
a lead generation business and disposed of its SMS text messaging
delivery business.  In 2010, Options Media transitioned by
changing its focus to smart phones and acquiring a robust anti-
texting program that prohibits people in vehicles from texting, e-
mailing, and reading such communications while moving.  As part of
its focus on mobile software applications, Options Media has also
broadened its suite of products by continuing to improve the
features of its Drive Safe(TM) anti-texting software.  In
conjunction with this change of focus, in February 2011, Options
Media sold its e-mail and SMS businesses.  Options Media retains
its lead generation business.

The Company reported a net loss of $12.67 million in 2011,
compared with a net loss of $9.86 million in 2010.

In its audit report for the 2011 results, Salberg & Company, P.A.,
in Boca Raton, Florida, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has a net loss available to common
stockholders of $12.75 million, and net cash used in continuing
operations of $3.60 million for the year ended Dec. 31, 2011, and
a working capital deficit, stockholders' deficit and accumulated
deficit of $4.11 million, $3.56 million and $35.5 million,
respectively at Dec. 31, 2011.  The Company has also discontinued
certain operations.

The Company's balance sheet at June 30, 2012, showed $1.03 million
in total assets and $8.34 million in total liabilities.


PALMENTERE BROS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Palmentere Bros. Leasing, LLC
        dba Thunderbird Trucking, Inc.
        fdba Palmentere Bros. Carage, Inc.
        fdba Mid America Brokers, Inc.
        801 Forest
        Kansas City, MO 64106

Bankruptcy Case No.: 12-43864

Chapter 11 Petition Date: September 14, 2012

Court: United States Bankruptcy Court
       Western District of Missouri (Kansas City)

Judge: Jerry W. Venters

Debtor's Counsel: Daniel L. Allen, Esq.
                  ALLEN & ASSOCIATES
                  6506 N. Oak Trafficway
                  Gladstone, MO 64118
                  Tel: (816) 842-3328
                  Fax: (816) 842-4489
                  E-mail: lawoffice@bankruptcylawyerkc.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/mowb12-43864.pdf

The petition was signed by Joseph Palmentere, president.


PATRIOT COAL: U.S. Trustee Objects to Security Holders Committee
----------------------------------------------------------------
BankruptcyData.com reports that the U.S. Trustee assigned to the
Patriot Coal case filed with the U.S. Bankruptcy Court an
objection to the motion seeking appointment of an official
committee of equity security holders.

BankruptcyData.com relates that CompassPoint Partners, Frank
Williams and Eric Wagoner, an informal group of holders of common
stock of Patriot Coal, filed the motion; and the Trustee states,
"The Motion should be denied because the Interested Shareholders
have failed to meet their burden to establish that equity security
holders' interests are not adequately represented or that there is
a substantial likelihood of a meaningful recovery to them."

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The case has been assigned to Judge Shelley C. Chapman.

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


PATRIOT COAL: Coal Production Cut to Affect 250 Employees
---------------------------------------------------------
Patriot Coal Corporation announced temporary curtailments of
approximately 85,000 tons of metallurgical coal production per
month in response to further weakening of market demand.  The
production cuts will occur at three Southern West Virginia mine
complexes, Kanawha Eagle, Rocklick and Wells, over the next 60
days.  In total, approximately 250 employee and contractor
positions will be impacted by these actions.

"Metallurgical coal demand and pricing declined rapidly over the
last two months as a result of slowdowns in economies around the
world," stated Patriot President and Chief Operating Officer
Bennett K. Hatfield.  "These actions are designed to bring our
production in line with expected sales and focus capital resources
on our lowest cost operations as we proceed with our
reorganization."

                         About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The case has been assigned to Judge Shelley C. Chapman.

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


PEREGRINE FINANCIAL: Wasendorf to Remain in Jail
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Russell R. Wasendorf Sr., the former chief executive
of liquidating commodity broker Peregrine Financial Group Inc.,
didn't leave prison Sept. 17 after all.

According to the report, when Mr. Wasendorf decided to cooperate
with prosecutors and agreed to plead guilty, a federal magistrate
judge ruled last week that he could be released from prison and
confined to his pastor's home, monitored by a global-positioning
device.

The report relates that the government appealed to U.S. District
Judge Linda R. Reade in Cedar Rapids, Iowa, who stayed the
magistrate's ruling Sept. 17 and directed that Mr. Wasendorf
remain in jail until she passes on the government's request to
keep him incarcerated.  The government told Judge Reade in papers
that only the "smallest portion" of customers' missing $200
million has been located.  If the money "were hidden away, it
could be all incentive and means that defendant might need to
flee."

Since his sentence carries a "likelihood he may die in prison,"
the government contends there is flight risk because "a lifetime
abroad may be a relatively appealing option."

The report notes that Mr. Wasendorf has been jailed since arrest
on July 13.  He hadn't previously requested bail.  Mr. Wasendorf
admitted the fraud began in the early 1990s and that he
misappropriated more than $100 million in customers' funds.

                     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.


PINNACLE AIR: Wants to Scrap Pilot, Flight Attendant Contracts
--------------------------------------------------------------
Matthew Heller at Bankruptcy Law360 reports that with negotiations
for labor concessions apparently stalled, Pinnacle Airlines Corp.
met a self-imposed deadline on Thursday and asked a New York
bankruptcy court judge to scrap its contracts with its pilots and
flight attendants.

                      About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems Bankruptcy
Solutions serves as the claims and noticing agent.  The petition
was signed by John Spanjers, executive vice president and chief
operating officer.

Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.  Debtor-affiliate
Colgan Air, Inc. disclosed $574,482,867 in assets and $479,708,060
in liabilities as of the Chapter 11 filing.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

The official committee of unsecured creditors tapped Morrison &
Foerster LLP as its counsel, and Imperial Capital, LLC, as
financial advisors.

Pinnacle has the exclusive right to propose a reorganization plan
until Jan. 25.


PINNACLE AIRLINES: Negotiating CBA Modifications with Unions
------------------------------------------------------------
Pinnacle Airlines Corp. is currently negotiating modifications of
its collective bargaining agreements with Air Line Pilots
Association, Int'l, and the Association of Flight Attendants-CWA,
according to a letter from Pinnacle CEO John Spanjers filed with
the U.S. Securities and Exchange Commission.  The proposed
modifications are intended to help Pinnacle emerge from Chapter 11
with a competitive cost structure.

Mr. Spanjers said that if the Company will be unable to reach
agreement with ALPA and the AFA, the Company will ask the
Bankruptcy Court in October to reject the existing agreements with
these unions and approve new terms reflecting the changes the
Company needs.

To that end, the Company filed a motion last week under Section
1113 of the U.S. Bankruptcy Code to begin the process of seeking
Court authorization to reject its current collective bargaining
agreements with ALPA and the AFA.

"There is no denying the significance of the requested cuts and
the hardship they will impose," Mr. Spanjers wrote.  "Given that
we have already extracted all feasible savings from the other
areas of our business, we firmly believe that these labor
concessions are the best and only remaining way to ensure
Pinnacle's survival and preserve as many jobs as possible."

The Company must achieve approximately $76 million in annual cost
savings, the majority of which will need to be realized through
modifications to its collective bargaining agreements.

Earlier this week, Pinnacle has finalized an agreement with the
TWU, which represents the Company's Dispatchers.

                       About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems Bankruptcy
Solutions serves as the claims and noticing agent.  The petition
was signed by John Spanjers, executive vice president and chief
operating officer.

Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.  Debtor-affiliate
Colgan Air, Inc. disclosed $574,482,867 in assets and $479,708,060
in liabilities as of the Chapter 11 filing.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

The official committee of unsecured creditors tapped Morrison &
Foerster LLP as its counsel, and Imperial Capital, LLC, as
financial advisors.

Pinnacle has the exclusive right to propose a reorganization plan
until Jan. 25.


PHYSICIANS TOTAL: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Physicians Total Care, Inc.
        12515 E. 55th Street
        Tulsa, OK 74146-6233
        Tel: (405) 235-7700

Bankruptcy Case No.: 12-12502

Chapter 11 Petition Date: September 11, 2012

Court: U.S. Bankruptcy Court
       Northern District of Oklahoma (Tulsa)

Debtor's Counsel: Lysbeth L. George, Esq.
                  CROWE & DUNLEVY PC
                  20 North Broadway, Suite 1800
                  Oklahoma City, OK 73102
                  Tel: (405) 234-3245
                  Fax: (405) 272-5203
                  E-mail: lysbeth.george@crowedunlevy.com

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

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

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

The petition was signed by Warren Moseley, chief executive
officer.


R&B RECEIVABLES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: R&B Receivables Management, Inc.
        dba R&B Solutions
        860 S. Northpoint Blvd.
        Waukegan, IL 60085-8211

Bankruptcy Case No.: 12-36479

Chapter 11 Petition Date: September 14, 2012

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Donald R. Cassling

Debtor's Counsel: Scott R. Clar, Esq.
                  CRANE HEYMAN SIMON WELCH & CLAR
                  135 S Lasalle Suite 3705
                  Chicago, IL 60603
                  Tel: (312) 641-6777
                  Fax: (312) 641-7114
                  E-mail: sclar@craneheyman.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ilnb12-36479.pdf

The petition was signed by Dennis Brebner, president/CEO.


RESIDENTIAL CAPITAL: Seeks to Establish Foreclosure Protocol
------------------------------------------------------------
Residential Capital LLC and its affiliates estimate that they
service more than 170,000 mortgage loans with an aggregate unpaid
principal balance in excess of $5.9 billion that are subordinate
to a third party senior lien on the underlying property.  The
Debtors also own approximately 25,700 mortgage loans with an
aggregate unpaid principal balance of approximately $696 million
that are subordinate to Senior Liens.  In those circumstances
where the borrower on the property defaults on the Senior Lien,
the holder of the Senior Lien typically will commence an action to
foreclose on the property.  As a result of the commencement of the
Chapter 11 cases, all pending and future Senior Lien Foreclosure
Actions are stayed pursuant to Section 362(a) of the Bankruptcy
Code.

In this regard, the Debtors seek the Court's authority to
establish procedures by which third parties that hold mortgages
on real property in which the Debtors own or service an interest
that is subordinate to the third party's interest may request
and, if certain requirements are met, obtain stipulated relief
from the automatic stay in order to foreclose on the property.

The Debtors propose that:

   (1) Any party seeking to continue or commence a Senior Lien
       Foreclosure Action must serve a written request for relief
       from the automatic stay on the Debtors; Morrison &
       Foerster LLP; Kramer Levin Naftalis & Frankel LLP, as
       counsel for the Official Committee of Unsecured Creditors;
       the U.S. Trustee; and (e) any other party of which the
       Requesting Party is aware that holds or claims to hold an
       interest in the Property.  Nationstar Mortgage LLC or
       Berkshire Hathaway Inc. may elect at any time to be added
       as a Notice Party.

   (2) The Request must be accompanied by a completed
       questionnaire, which includes relevant information,
       including, among others, the address of the property, name
       of the borrower under the Senior Lien, nature of the
       Debtors' purported interest in the Property; and value of
       the Property on which the foreclosure bid is based.

   (3) Notice parties will have 20 days to review and evaluate a
       Request. If the Debtors do not consent to the Request or a
       Notice Party objects to the Request, the Requesting Party
       may file a motion with the Bankruptcy Court seeking relief
       from the automatic stay to foreclose on a Senior Lien.

   (4) If the Debtors consent to the Request and no other Notice
       Party has objected, the Debtors will execute a stipulation
       with the Requesting Party and submit the stipulation to
       the Court for approval.  The stipulation will provide that
       the automatic stay is modified to allow the Requesting
       Party to foreclose on a Senior Lien.

According to Gary S. Lee, Esq., at Morrison & Foerster LLP, in
New York, the request is intended to address the most pressing
issues facing the Debtors by allowing the Debtors to proceed with
foreclosures on senior mortgage loans in their capacity as
servicer in cases where they are contractually bound to do so,
even where foreclosure might adversely impact the Debtors'
subordinate interest in the underlying property.

                    About Residential Capital

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

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

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

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

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

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

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

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

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


RESIDENTIAL CAPITAL: Proposes Hudson to Review Loan Files
---------------------------------------------------------
Hudson Cook, LLP, began representing Debtor GMAC Mortgage, LLC,
and Ally Financial Inc. in connection with a review of
foreclosure and loan files in June 2011, focusing on four
operational Foreclosure Review "workstreams."  Since that time,
Hudson Cook has been instrumental in providing legal advice and
assistance to PricewaterhouseCoopers LLP with respect to the
Foreclosure Review, the Debtors tell the Court.  In the course of
that work, the Debtors note, Hudson Cook has developed
significant familiarity with the issues specific to the
Foreclosure Review.

The Debtors now seek the Court's authority to employ Hudson Cook,
nunc pro tunc to May 14, 2012, for the firm to continue its
Foreclosure Review services.  Hudson Cook is providing legal
assistance in connection with PwC's review of loan files.

Hudson Cook will be paid a monthly pay of the greater of $50,000
and the dollar value of the time billed at the firm's rates.

The firm's hourly rates range from $400 to $665 for partners;
$240 to $375 for associates; and $185 to $230 for legal
assistants.  The firm will also be reimbursed for any out-of-
pocket expenses it incurs.

Dana Frederick Clarke, a partner at Hudson Cook, LLP, assures the
Court that her firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
Ms. Clarke discloses that as of the Petition Date, Hudson Cook
holds a prepetition claim for approximately $131,454 for services
rendered on behalf of GMAC Mortgage and AFI.

                     About Residential Capital

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

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

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

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

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

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

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

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

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


RESIDENTIAL CAPITAL: Pepper Hamilton Tapped for Foreclosure Review
------------------------------------------------------------------
Residential Capital LLC and its affiliates seek the Court's
authority to employ Pepper Hamilton LLP to continue to its
performance of legal services in connection with the foreclosure
review "workstream" related to bankruptcy issues.  The Debtors
seek to employ the firm nunc pro tunc to May 14, 2012.

Pepper Hamilton partner Gary Apfel, Esq., began representing
Debtor GMAC Mortgage, LLC, and Ally Financial Inc. in connection
with the Foreclosure Review in October 2011.  Since that time,
Mr. Apfel has been instrumental in providing legal advice and
assistance to the independent consultant with respect to the
bankruptcy workstream, the Debtors tell the Court.

Pepper Hamilton will work with PricewaterhouseCoopers LLP to
continue developing and refining the processes for the
Foreclosure Review, and provide legal advice and assistance to PwC
in connection with bankruptcy issues related to the Foreclosure
Review.

Pepper Hamilton will be paid according to its hourly rates of
$675 to $850 for partners, $235 to $500 for associates, and $210
to $220 for paraprofessionals.  Pepper Hamilton will also be
reimbursed for any out-of-pocket expenses it incurs.

Robert S. Hertzberg, Esq., a partner at Pepper Hamilton LLP,
assures the Court that his firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any interest adverse to the Debtors or their
estates.  Mr. Hertzberg discloses that as of the Petition Date,
Pepper Hamilton holds a prepetition claim for approximately
$23,524 for services rendered on behalf of GMAC Mortgage and AFI.

                     About Residential Capital

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

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

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

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

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

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

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

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

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


RESIDENTIAL CAPITAL: Committee Hiring Analytic Focus as Consultant
------------------------------------------------------------------
The Official Committee of Unsecured Creditors seeks the Court's
authority to retain as its consultant Analytic Focus, LLC, nunc
pro tunc to August 28, 2012.

Analytic Focus' services will include reviewing and organizing
underwriting guidelines for loans;  re-underwrite a sample loan,
selected by the Committee's other RMBS consultants and experts,
of up to 1,500 loans; and provide the Committee with a data file
and data dictionary.  The Committee tells the Court that it will
be utilizing other professionals to assist in the analysis of the
proposed RMBS Settlement and Analytic Focus will work closely
with the other professionals to ensure there is no unnecessary
duplication of services.

Analytic Focus will be paid in accordance with its current hourly
rates: $525/hour for Dr. Adrian Cowan; $425/hour for other senior
professionals; $225 to $325/hour for research associates;
$125/hour for research assistants; and $125 to $245/ hour for
underwriters.  The firm will also be reimbursed for any out-of-
pocket expenses it incurs.

Adrian Cowan, chief operations member at Analytic Focus, LLC,
assures the Court that his firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any interest adverse to the Committee, the
Debtors or their estates.

                     About Residential Capital

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

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

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

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

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

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

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

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

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


RESIDENTIAL CAPITAL: Committee to Retain Coherent Economics
-----------------------------------------------------------
The Official Committee of Unsecured Creditors informed the
Bankruptcy Court that, at the request of the Office of the U.S.
Trustee, San Marino Business Partners LLC will not subcontract
with Coherent Economics LLC.  Instead, the Committee will
separately retain Coherent Economics to work with other Committee
professionals, particularly Professor Cornell and SMBP with its
analysis of the RMBS Settlement.

As reported in the Sept. 4, 2012 edition of the Troubled Company
Reporter, the Creditors Committee has filed an application to
employ San Marino Business Partners LLC as its consultant, nunc
pro tunc to August 11, 2012.

The services to be provided by San Marino include the estimation
of put-back liabilities of the Debtors, and the analysis of their
loan files.  The firm is also tasked to make an expert report and
opinion about the proposed settlement of $8.7 billion in claims
held by securitization trusts.

The Committee is currently investigating the merits of the RMBS
Settlement, which resolves potential representation and warranty
claims and other claims against certain of the Debtors held by up
to 392 securitization trusts for an $8.7 billion allowed claim.

                     About Residential Capital

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

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

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

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

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

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

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

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

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


RITZ CAMERA: Inability to Find Buyer Cues Liquidation
-----------------------------------------------------
Catherine Lutz at The Aspen Business Journal reports that Ritz
Camera and Image LLC, the parent company of the Wolf Camera store
in Aspen that abruptly closed up shop in April, is being
liquidated after it failed to find a buyer at a bankruptcy auction
last week.

According to the report, the bankruptcy "absolutely" had something
to do with Wolf's abrupt spring departure, said Rob Snyder,
property manager for the Kandycom Building, who had not been
notified about the retailer's closing at the time.

The report notes Ritz held a bankruptcy auction on Sept. 6, hoping
to find a buyer who would keep the business going, or as a
secondary option, liquidate it.  The latter happened, and a
bankruptcy judge approved a plan on Sept. 10 to turn over most of
the company's assets to Hilco Merchant Resources LLC and Gordon
Brothers Retail Partners LLC, who are liquidation specialists.

The report adds the new owners will close Ritz's remaining 137
stores.  The family-owned company had been struggling for some
time due to the shift to digital photography and reduced reliance
on in-store services.  RitzPix.com, the company's online
component, announced a going-out-of-business sale on Sept. 14.

                         About Ritz Camera

Beltsville, Maryland-based Ritz Camera & Image LLC --
http://www.ritzcamera.com-- sells digital cameras and
accessories, and electronic products.  It sought Chapter 11
protection (Bankr. D. Del. Case No. 12-11868) on June 22, 2012, to
close unprofitable stores.  Ritz claims to be the largest camera
and image chain the U.S., operating 265 camera stores in 34 states
as well as an Internet business.  Ritz Camera intends to shut 128
locations and cut its staff in half.  Included in the closing are
10 locations in Maryland and 4 in Virginia.

Affiliate Ritz Interactive Inc., owner e-commerce Web sites that
include RitzCamera.com and BoatersWorld.com, also filed for
bankruptcy.

RCI's predecessor, Ritz Camera Centers, Inc., sought Chapter 11
protection (Bankr. D. Del. Case No. 09-10617) on Feb. 22, 2009.
Ritz generated $40 million by selling all 129 Boater's World
Marine Centers.  A group that included the company's chief
executive officer, David Ritz, formed Ritz Camera & Image to buy
at least 163 of the remaining 375 camera stores.  The group paid
$16.25 million in cash and a $7.8 million note.  Later, Ritz sold
a $4 million account receivable for $1.5 million to an owner of
the company that owed the debt.

In the 2009 petition, Ritz disclosed total assets of $277 million
and total debts of $172.1 million.  Lawyers at Cole, Schotz,
Meisel, Forman & Leonard, P.A., served as bankruptcy counsel.
Thomas & Libowitz, P.A., served as the Debtor's special corporate
counsel and conflicts counsel.  Marc S. Seinsweig, at FTI
Consulting, Inc., served as the Debtor's chief restructuring
officer.  Kurtzman Carson Consultants LLC acted as claims and
noticing agent.  Attorneys at Cooley Godward Kronish LLP and
Bifferato LLC represented the official committee of unsecured
creditors as counsel.

In April 2010, the Court approved a liquidating Chapter 11 plan
proposed by the company and the official creditor's committee.
Under the Plan, unsecured creditors were to recover 4% to 14% of
their claims.

In the 2012 petition, RCI estimated total assets and liabilities
of $50 million to $100 million.  The Debtors owe not less than
$16.32 million for term and revolving loans provided by secured
lenders led by Crystal Finance LLC, as administrative agent.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A., serve
as bankruptcy counsel.  Kurtzman Carson Consultants LLC is the
claims agent.

WeinsweigAdvisors LLC's Marc Weinsweig has been appointed as
Ritz's CRO.

Mark L. Desgrosseilliers, Esq., and Ericka F. Johnson, Esq., at
Womble Carlyle Sandridge & Rice, LLP, represent liquidators Gordon
Brothers Retail Partners LLC and Hilco Merchant Resources LLC.

Crystal Finance, the DIP lender, is represented by Morgan, Lewis &
Bockius and Young Conaway Stargatt & Taylor LLP.

Roberta A. Deangelis, U.S. Trustee for Region 3, appointed seven
creditors to serve on the Official Committee of Unsecured
Creditors in the Debtors' cases.  The Committee tapped Cooley LLP
as its lead counsel, Richards, Layton & Finger, P.A. as its
Delaware counsel, and PricewaterhouseCoopers LLP as its financial
advisor.


ROUTE 88 OFFICE: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Route 88 Office Associates, Ltd.
        237 South Street
        P.O. Box 2049
        Morristown, NJ 07982

Bankruptcy Case No.: 12-32431

Chapter 11 Petition Date: September 11, 2012

Court: U.S. Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Michael B. Kaplan

Debtor's Counsel: Morris S. Bauer, Esq.
                  NORRIS MCLAUGHLIN & MARCUS, PA
                  P.O. Box 5933
                  Bridgewater, NJ 08807-5933
                  Tel: (908) 722-0700
                  Fax: (908) 722-0755
                  E-mail: msbauer@nmmlaw.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 10 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/njb12-32431.pdf

The petition was signed by Lawrence S Berger, authorized agent.

Affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
400 Blair Realty Holdings, LLC        11-37887            09/23/11
Berley Associates, Ltd.               12-32032            09/05/12
Princeton Office Park, LP             08-27149            09/09/08


SANTEON GROUP: Incurred $240,000 Net Loss in Q2 of 2011
-------------------------------------------------------
Santeon Group, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $239,790 on $426,391 of revenue for the three months ended
June 30, 2011, compared with a net loss of $81,925 on $350,625 of
revenue for the same period during the prior year.

The Company reported a net loss of $362,430 on $936,444 of revenue
for the six months ended June 30, 2011, compared with a net loss
of $86,435 on $556,247 of revenue for the same period a year ago.

The Company's balance sheet at June 30, 2011, showed $786,127 in
total assets $966,611 in total liabilities and a $180,484 total
stockholders' deficit.

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

                        http://is.gd/939ypN

The Company was late in filing its annual report on Form 10-K for
the period ended Dec. 31, 2011.  The Company reported a net loss
of $475,333 for 2011, compared with a net loss of $699,993 for
2010.  The Company's balance sheet at Dec. 31, 2011, showed
$1.0 million in total assets, $1.2 million in total liabilities,
all current, and a stockholders' deficit of $173,180.

As a result, the Company was also late in filing its Form 10-Qs
for the three months ended March 31, 2011, June 30, 2011, Sept.
30, 2011, March 31, 2012, and June 30, 2012.

As of Sept. 18, 2012, the Company has not yet filed its quarterly
reports for the periods ended Sept. 30, 2011, March 31, 2012, and
June 30, 2012.

                           About Santeon

Reston, Va.-based Santeon Group, Inc., is a diversified software
products and services company specializing in the transformation
and optimization of business through the deployment or the
development of innovative products and services using Agile
mindsets in the information systems/technology, healthcare,
environmental/energy and media sectors.  The Company's innovative
software solutions enable organizations to optimize performance
and maximize revenues.  The Company's clients include state and
local governments, federal agencies and numerous private sector
customers.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, RBSM LLP, in New
York, N.Y., expressed substantial doubt about Santeon's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered losses from operations and is
experiencing difficulty in generating sufficient cash flows to
meet its obligations and sustain its operations.


SKILLSOFT LTD: S&P Cuts 1st Lien Sr. Secured Debt Rating to 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue-level rating
on Nashua, N.H.-based SkillSoft Ltd.'s first-lien senior secured
debt to 'B+' from 'BB-'. "We also revised the recovery rating on
the debt to '2' from '1'. The '2' recovery rating reflects our
expectation of substantial (70%-90%) recovery of principal in the
event of payment default. The proposed addition of first-lien
debt to SkillSoft's capital structure results in lower first-lien
recovery prospects, but does not alter our negligible recovery
expectations for the senior unsecured debt," S&P said.

"We also affirmed our 'B' corporate credit rating and the existing
'CCC+' issue-level rating on the outstanding $310 million of
senior unsecured notes. The '6' recovery rating on the notes
remains unchanged as well and indicates expectations for
negligible (0%-10%) recovery of principal in the event of
payment default," S&P said.

"The ratings on SkillSoft reflect the company's 'highly leveraged'
financial profile and 'weak' business risk profile," S&P said.

"Although the proposed acquisition of MindLeaders, also an e-
learning company, will expand SkillSoft's customer base and
geographic diversity, ratings continue to reflect the company's
narrow business profile and niche market position," said Standard
& Poor's credit analyst Jacob Schlanger.

"The stable outlook reflects our expectation that the company will
successfully integrate MindLeaders and realize cost synergies over
the next 12 months. Pro forma leverage somewhat high for the
rating, ongoing margin pressures, and uncertainty surrounding
SkillSoft's ability to accelerate revenue growth and improve
margins all currently limit a possible upgrade. As a result, we do
not expect leverage to return to fiscal year 2011 levels over the
outlook horizon," S&P said.

"On the other hand, we could lower the rating if additional
acquisitions, integration issues, or further margin pressure
caused leverage to exceed the mid-7x level for a sustained
period," S&P said.


SKY GROWTH: Moody's Says Par Upsized Term Loan Credit Negative
--------------------------------------------------------------
Moody's Investors Service commented that the upsized term loan of
Sky Growth Acquisition Corp. (d/b/a Par Pharmaceuticals, Inc.) is
credit negative, but does not impact the ratings Moody's recently
assigned including the B2 Corporate Family Rating, the B1 senior
secured rating and the Caa1 senior unsecured rating. Moody's
understands that the company is contemplating upsizing the senior
secured Term Loan B to $1.055 billion from $980 million, with
proceeds to be used for general corporate purposes.

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

Headquartered in Woodcliff Lake, New Jersey, Par Pharmaceutical
Companies, Inc. is a specialty generic and branded pharmaceutical
company operating primarily in the United States. The company
reported $926 million of total revenues in 2011.


SKOWHEGAN HOUSING: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Skowhegan Housing Limited Partnership
        245 Commercial Street, 4th Floor
        Portland, ME 04101

Bankruptcy Case No.: 12-21126

Chapter 11 Petition Date: September 11, 2012

Court: U.S. Bankruptcy Court
       District of Maine (Portland)

Debtor's Counsel: George J. Marcus, Esq.
                  MARCUS, CLEGG & MISTRETTA, PA
                  One Canal Plaza, Suite 600
                  Portland, ME 04101-4102
                  Tel: (207) 828-8000
                  E-mail: bankruptcy@mcm-law.com

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

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

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

The petition was signed by Kevin J. McCarthy, Sr. vice president,
Mainland Development Co., general partner.

Affiliates that simultaneously filed for Chapter 11:

        Debtor                               Case No.
        ------                               --------
Green Acres Limited Partnership              12-21125
Fort Halifax Associates Limited Partnership  12-21127


SSI INVESTMENTS: Moody's Assigns 'B2' Corp. Family Rating
---------------------------------------------------------
Moody's Investors Service affirmed SSI Investments II Limited's
(SSI) B2 Corporate Family Rating (CFR) and probability of default
rating, and assigned a Ba3 rating to the $50 million of
incremental Tranche C term loans being raised by Skillsoft
Corporation ("SkillSoft" or the "Company"), an indirect wholly-
owned subsidiary of SSI. The ratings outlook is stable. SkillSoft
will use the net proceeds from the incremental term loans and a
portion of its cash on hand to complete the acquisition of
ThirdForce Group plc (MindLeaders) for approximately $65 million
in cash. In addition, the Company is proposing to re-price its
existing senior credit facilities.

Ratings Rationale

The acquisition of MindLeaders will consolidate a smaller
competitor and enhance SkillSoft's position in its highly
fragmented industry. The acquisition will grow SkillSoft's
presence in the small and medium size business segment of the
market and expand its courseware offerings focused on compliance
and regulatory matters. At the same time, the acquisition will
increase SkillSoft's total debt-to-EBITDA leverage from
approximately 5.7x to slightly over 6.0x, excluding approximately
$11 million of targeted synergies (incorporating Moody's
analytical adjustments). However, Moody's expects SkillSoft's
leverage to decline toward 5.5x over the next twelve months from
debt repayment and EBITDA growth driven by the synergies from the
MindLeaders acquisition and as the synergies from the Element K
acquisition are fully reflected in the earnings. The ratings
agency's view is supported by SkillSoft's good track record of
integrating acquisitions and realizing cost savings from its
previous acquisitions. Nonetheless, Moody's believes that
SkillSoft's acquisitive growth strategy and its slow organic
growth in a challenging economic environment will likely preclude
any meaningful deleveraging in the next 12 to 24 months.

The B2 CFR reflects SkillSoft's high financial leverage,
relatively small scale in a highly competitive and fragmented
corporate training market with low barriers to entry, and the
discretionary nature of demand for the Company's products. The
rating is supported by SkillSoft's competitive market position and
growing scale relative to independent on-demand e-learning
providers, its large and highly diverse customer base, and the
predictability of its revenues from customers under contracts. The
rating also reflects SkillSoft's prospective free cash flow of
about 5% to 8%, resulting from its good EBITDA margins and low
capital expenditure requirements.

The stable rating outlook incorporates Moody's expectations that
SkillSoft's credit metrics should improve over the next 12 months
driven by the realization of cost synergies and organic revenue
growth, and that the Company should maintain good liquidity.

Given the expectations of high financial leverage persisting in
the 12 to 18 months, a rating upgrade is unlikely over this
period. However, Moody's could raise SkillSoft's rating if the
Company generates good organic revenue growth with increasing
profitability, and if Moody's believes that the Company could
sustain Debt/EBITDA below 4.0x and maintain free cash flow/Debt
above 10%, incorporating potential for increases in debt as a
result of the Company's shareholder-friendly financial policies.

Conversely, the rating could be lowered if SkillSoft experiences
market share losses, declining profitability, and the Company is
unable to sustain Debt/EBITDA leverage below 6.0x and free cash
flow approaches the low single digit percentages of total debt.
The rating or the outlook could also be lowered if the Company
pursues aggressive financial policies which result in a weaker
balance sheet or if SkillSoft undertakes large debt-financed
acquisitions which increase execution risks.

Ratings assigned:

   $50 million incremental Tranche C term loan due 2017 --
   Assigned Ba3, LGD2 (28%)

Moody's affirmed the following ratings:

  Issuer: SSI Investments II Limited

   Corporate Family rating -- B2

   Probability-of-default rating -- B2

   $310 million senior unsecured notes due 2018 -- Caa1 LGD5
   (83%, changed from 82%)

  Issuer: SkillSoft Corporation

   $40 million senior secured revolving credit facility due 2015
   -- Ba3 LGD2 (28%, changed from 27%)

   $408 million senior secured Term Loan B due 2017 - Ba3 LGD2
   (28%, changed from 27%)

   $90 million Tranche C senior secured Term Loan due 2017 -- Ba3
   LGD2 (28%, changed from 27%)

Outlook: Stable

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

SkillSoft provides on-demand e-learning and performance support
solutions for global enterprises, government, education and small
to medium-sized businesses. For the last twelve month ended July
31, 2012, SkillSoft reported $356 million in revenues under U.S.
GAAP.


SOLYNDRA LLC: GOP Reps. Pass 'No More Solyndras' Bill
-----------------------------------------------------
Kelly Rizzetta at Bankruptcy Law360 reports that the Republican-
dominated House on Friday approved the "No More Solyndras Act," a
bill that would pull the plug on the U.S. Department of Energy's
much-maligned programs that have provided more than $30 billion in
loans to dozens of renewable energy projects, some of which have
gone bankrupt.

                        About Solyndra LLC

Founded in 2005, Solyndra LLC was a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.  BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.

The Official Committee of Unsecured Creditors of Solyndra LLC has
tapped Blank Rome LLP as counsel and BDO Consulting as financial
advisors.

In October 2011, the Debtors hired Berkeley Research Group, LLC,
and designated R. Todd Neilson as Chief Restructuring Officer.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

When they filed for Chapter 11, the Debtors pursued a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors were unable to identify any potential
buyers, an orderly liquidation of the assets for the benefit of
their creditors.

Solyndra did not receive acceptable offers to buy the business as
a going concern.  Two auctions late last year brought in a total
of $8 million.  A three-day auction in February generated another
$3.8 million.  An auction in June generated $1.79 million from the
sale of 7,200 lots of equipment.

Solyndra filed a liquidating plan at the end of July and scheduled
a hearing on Sept. 7 for approval of the explanatory disclosure
statement.  The Plan is designed to pay 2.5% to 6% to unsecured
creditors with claims totaling as much as $120 million. Unsecured
creditors with $27 million in claims against the holding company
are projected to have a 3% dividend.


SYMS CORP: Emerges from Chapter 11 as Trinity Place Holdings
------------------------------------------------------------
Syms Corp. successfully completed its financial restructuring and
has emerged from Chapter 11 as Trinity Place Holdings Inc.  The
emergence completes a 10 month bankruptcy process in which Syms
and its subsidiaries, including Filene's Basement, LLC, closed
their retail stores, liquidated their inventories and redeemed all
shares of company stock owned by Marcy Syms and her related
trusts.  Trinity Place Holdings will seek to maximize the value of
its commercial real estate and the intellectual property owned by
Filene's Basement for the benefit of all stakeholders under the
company's plan of reorganization.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Debtors implemented the Chapter 11 reorganization
plan Sept. 17.

According to the Bloomberg report, unsecured creditors of Syms are
to be paid in full over time.  Filene's aren't.  Creditors
retained their stock, other than Marcy Syms who will sell her
shares to the company for $2.49 a share, or a total of $19.5
million.  She owned about 54.7% of the stock.

Syms changed its name to Trinity Place Holdings Inc., named after
what was the company's flagship store in lower Manhattan.


"Today marks the launch of an entirely new company with attractive
real estate and intellectual property assets," said Lauren
Krueger, the new chief executive officer of Trinity Place Holdings
and managing member of Esopus Creek Advisors LLC.  "We expect that
the company will satisfy the negotiated payments to creditors in
accordance with the terms of the plan of reorganization.  We are
excited about the ability to create value for shareholders.  Most
of the funds necessary to emerge from bankruptcy were raised
through the sale of $25 million of new shares of common stock,
reflecting the shareholders' strong belief in the future equity
value of the company."

The company's current business plan includes the monetization of
16 commercial real estate properties and the development of 28-42
Trinity Place in Lower Manhattan.  The company also plans to
explore the licensing of its intellectual property, including its
rights to the Filene's Basement trademark, the Stanley Blacker and
Maine Bay brands, the intellectual property associated with the
well-known Running of the Brides event, and An Educated Consumer
is Our Best Customer slogan.

The 16 commercial real estate properties include:

    4400 Forest Hill Blvd., West Palm Beach, FL
    1340 Swedesford Rd., Berwyn, PA
    4615 NW 77th Ave., Miami, FL (sold)
    21700 Telegraph Rd., Southfield, MI
    5775 Jimmy Carter Blvd., Norcross, GA
    10770 Westheimer, Houston, TX
    652 Commerce Dr., Fairfield, CT
    1803 Roswell Rd., Marietta, GA
    280 West North Ave., Addison, IL
    1865 East Marlton Pike, Cherry Hill, NJ
    8075 Sheridan Dr., Williamsville, NY
    5300 Powerline, Ft. Lauderdale, FL
    1 Syms Way, Secaucus, NJ
    695 Merrick Ave., Westbury, NY
    330 Route 17 North, Paramus, NJ
    295 Tarrytown Rd., Elmsford, NY

As part of its emergence from Chapter 11, Trinity Place Holdings
has reincorporated in Delaware.  It is expected that the common
stock of the company will continue to be quoted over-the-counter,
but that the ticker symbol will change to TPHS.

The $25 million offering of new stock was backstopped by DS
Advisors LLC, Esopus Creek Value Series Fund LP-Series A and
Marcato Capital Management LLC.  The Board of Directors of Trinity
Place Holdings consists of Alan Cohen, Mark Ettenger, Andrew L.
Sole, and Marina Shevyrtalova.  Alvarez & Marsal is providing
certain interim management services to the new company and Munger,
Tolles & Olson LLP is acting as its legal counsel.

                About Filene's Basement & Syms Corp.

Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States.  The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.

Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year.  Retail Ventures in
April 2009 transferred the unit to Buxbaum.

Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP.  Epiq Bankruptcy
Solutions serves as claims and notice agent.  The Debtors
disclosed assets of $236 million, including real estate of $97.7
million, and liabilities of $94 million, including $31.1 million
owing on a revolving credit with Bank of America NA as agent. In
addition, there were $11.1 million in letters of credit
outstanding on the revolver.

The 2009 Debtor was formally renamed FB Liquidating Estate,
following the sale of all of its assets to Syms Corp. in June
2009.

Pursuant to the Liquidating Plan confirmed in January 2010,
secured creditors in the Chapter 11 case have been paid in full,
and holders of priority, administrative and convenience class
claims have received 100% of their allowed claims.  As reported by
the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen,
Chairman of Abacus Advisors LLC and Chief Restructuring Officer
for FB Liquidating Estate disclosed that a second distribution of
dividend checks to Filene's unsecured creditors amounting to 12.5%
of approved claims has been made, bringing the cumulative
distributions on unsecured claims to 62.5%.

On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and
two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos.
11-13511 to 11-13514) after a failed bid to sell the business.
The two units are Syms Clothing Inc. and Syms Advertising Inc.

Judge Kevin J. Carey presides over the case.  Lawyers at Skadden
Arps Slate Meagher & Flom LLP serve as the Debtors' counsel.  The
Debtors tapped Rothschild Inc. as investment banker and Cushman
and Wakefield Securities, Inc., as real estate financial advisors.

Syms shuttered its namesake and Filene's Basement outlets upon the
bankruptcy filing and tapped a joint venture of Gordon Brothers
Retail Partners LLC and Hilco Merchant Resources LLC to run the
going-out-of-business sales.  The sale may continue until Jan. 31,
2012.

Filene's Basement estimated $1 million to $10 million in assets
and $50 million to $100 million in debts.  The petitions were
signed by Gary Binkoski, authorized representative of Filene's
Basement.

The official committee of unsecured creditors appointed in the
2011 case has retained Hahn & Hessen LLP as legal counsel.

Holders of equity in Syms Corp. pushed for an official
shareholders' committee and separation of the Syms and Filene's
Basement bankruptcy estates.

Gordon Brothers and Hilco are represented by Goulston & Storrs,
P.C. and Ashby & Geddes, P.A.


TERRA-GEN FINANCE: S&P Cuts CCR to 'B' on Weaker Credit Measures
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Terra-Gen Finance LLC (TG Finance) to 'B' from 'BB-'.
The outlook is stable. "We also lowered our rating on the
company's $250 million secured term loan due 2017 and secured $60
million working capital facility due 2016 to 'B+' from 'BB'.
We also removed the ratings from CreditWatch negative, where we
placed them on June 29, 2012. The recovery rating on the term loan
and working capital facility is '2', reflecting our anticipation
of substantial (70% to 90%) recovery of principal if a payment
default occurs. The outlook is stable," S&P said.

"The rating action reflects our view that the credit measures have
fallen below levels that support the current rating. This
deterioration stems from an error in our original analysis and
significant reductions in short-run avoided costs (SRACs) that
dictate project payments under four of the power purchase
agreements at TG Finance's portfolio of nine power projects," S&P
said.

"The error occurred in the development of our base case financial
forecast. We did not use a P90 wind generation assumption for key
assets--out of accordance with our criteria--and did not deduct
subordinated debt payments from the distributions from one of the
projects. As a result, our projections overstated power plant
production and, thus, cash flows. In updating our projections, we
are also incorporating changes in SRAC pricing under which
four of the projects are paid. Following discussions with
management, we were informed that they did not plan to address
these weaknesses and as such we have resolved the CreditWatch
listing," S&P said.

"Our ratings on TG Finance reflect its reliance on distributions
from its underlying portfolio of renewable energy projects that
benefit from purchase power agreements with largely investment-
grade counterparties, mostly in California, which has shown
considerable support for renewable energy resources," said
Standard & Poor's credit analyst Trevor D'Olier-Lees.

"The outlook is stable. We expect credit measures to remain
supportive of the rating under our base-case scenario, where the
distributable cash flow available to support interest payments at
TG Finance averages about 1.3x with a quality of cash flow score
(QCF) of between 4 and 5. Lower-than-expected availability or
generation or higher O&M costs, especially at the wind projects
given their majority contribution to cash flow, could cause us to
lower ratings. In addition, potential lower revenues from projects
with recontracting and/or SRAC exposure could pressure ratings,
because these projects represent about 19% of distributable cash
flow. At the current QCF score, this would be reflected in an
average distributable cash flow/interest coverage of about 1x.
Improved recovery prospects, material improvements in the risk
profiles of several assets, or significant debt reduction through
the cash sweep could result in an upgrade. At the current QCF
score, this would be reflected in an average distributablecash
flow/interest coverage of about 1.8x," S&P said.


THOMAS REAL ESTATE: Case Summary & 2 Unsecured Creditors
--------------------------------------------------------
Debtor: Thomas Real Estate Holdings LP
        684 Parkridge
        Norco, CA 92860

Bankruptcy Case No.: 12-31252

Chapter 11 Petition Date: September 14, 2012

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Deborah J. Saltzman

Debtor's Counsel: Todd C. Ringstad, Esq.
                  RINGSTAD & SANDERS LLP
                  2030 Main St #1200
                  Irvine, CA 92614
                  Tel: (949) 851-7450
                  E-mail: becky@ringstadlaw.com

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

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

Affiliates that simultaneously filed Chapter 11 petitions:


   Debtor                              Case No.
   ------                              --------
Thomas Next Gen LLC                    12-31257
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000
Thomas Management KLJ Temecula, Inc.   12-31258
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by EM Thomas Management Inc., general
partner.

A copy of Thomas Real Estate's list of its two largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/cacb12-31252.pdf

A copy of Thomas Next Gen's list of its two largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/cacb12-31257.pdf

A copy of Thomas Management KLJ's list of its two largest
unsecured creditors filed together with the petition is available
for free at http://bankrupt.com/misc/cacb12-31258.pdf

Affiliate that previously sought Chapter 11 protection.

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
EM Thomas Management, Inc.             11-32988   07/15/11


TWG CAPITAL: Finance Firm Files Ch. 11 to Sell Assets
-----------------------------------------------------
Katy Stech at Dow Jones' DBR Small Cap reports that Indianapolis
finance firm TWG Capital Inc. filed for bankruptcy Friday to sell
its business, which buys the stream of future commission payments
that flow to insurance agents, after the recession and two
expensive lawsuits forced the company to burn through its cash.


TWG CAPITAL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: TWG Capital, Inc.
        7434 Shadeland Station Way, Ste 500
        Indianapolis, IN 46256

Bankruptcy Case No.: 12-11019

Chapter 11 Petition Date: September 14, 2012

Court: United States Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: Basil H. Lorch III

Debtor's Counsel: Jay Jaffe, Esq.
                  Kayla D. Britton, Esq.
                  Wendy W. Ponader, Esq.
                  FAEGRE BAKER DANIELS LLP
                  600 East 96th Street, Suite 600
                  Indianapolis, IN 46240
                  Tel: (317) 237-0300
                  Fax: (317) 237-1000
                  E-mail: jay.jaffe@faegrebd.com
                          kayla.britton@faegrebd.com
                          wendy.ponader@faegrebd.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/insb12-11019.pdf

The petition was signed by Mark Nondorf, president.


VAL-MID ASSOCIATES: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Val-Mid Associates, LLC
        13098 N. High Hawk
        Marana, AZ 85653

Bankruptcy Case No.: 12-20519

Chapter 11 Petition Date: September 14, 2012

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

Judge: James M. Marlar

Debtor's Counsel: John R. Clemency, Esq.
                  GALLAGHER & KENNEDY PA
                  2575 East Camelback Road
                  Suite 1100
                  Phoenix, AZ 85016
                  Tel: (602) 530-8040
                  E-mail: john.clemency@gknet.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 19 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/azb12-20519.pdf

The petition was signed by James F. Alderson, managing member.


VALENCE TECHNOLOGY: Common Stock Delisted from NASDAQ
-----------------------------------------------------
The NASDAQ Stock Market LLC notified the U.S. Securities and
Exchange Commission regarding the removal from listing or
registration of Valence Technology Inc.'s common stock under the
Exchange.  On Sept. 10, 2012, Valence Technology received a letter
from NASDAQ notifying that its common stock will be subject to
delisting.

                       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.


WASHINGTON MUTUAL: Liquidating Trust Wants $29M Tax Claim Junked
----------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that the liquidating
trust for Washington Mutual Inc. asked a Delaware bankruptcy court
Thursday to throw out a $29.3 million claim from Oregon tax
authorities, arguing the holding company never conducted any
business in the state.

Bankruptcy Law360 relates that the tax liabilities claimed by the
state were actually incurred by WMI's defunct savings and loan
Washington Mutual Bank, according to a brief filed with the court.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York, and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee.  The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

Records filed Jan. 24, 2012, say that Washington Mutual Inc.,
former owner of the biggest U.S. bank to fail, has spent
$232.8 million on bankruptcy professionals since filing its
Chapter 11 case in September 2008.

In March 2012, the Debtors' Seventh Amended Joint Plan of
Affiliated, as modified, and as confirmed by order, dated Feb. 23,
2012, became effective, marking the successful completion of the
chapter 11 restructuring process.

The Plan is based on a global settlement that removed opposition
to the reorganization and remedy defects the judge identified in
September.  The plan is designed to distribute $7 billion.  Under
the reorganization plan, WaMu established a liquidating trust to
make distributions to parties-in-interest on account of their
allowed claims.


WINDSOR QUALITY: Moody's Affirms 'B1' Corp. Family Rating
---------------------------------------------------------
Moody's Investors Service has affirmed the ratings of Windsor
Quality Food Company, Ltd.'s, including its B1 Corporate Family
Rating following the successful amendment to its $470 million
senior secured credit agreement. Moody's revised the rating
outlook to stable from positive.

Ratings Rationale

The B1 rating reflects Windsor's modest financial leverage,
adequate liquidity profile and ongoing execution risk related to
the restructuring of some of its plant operations. The rating also
reflects Moody's expectation that elevated operating costs and
rising commodity input costs for grains and proteins will cause
profit margins to decline over that next six to nine months before
recovering in the second half of 2013. Recent amendments under its
credit agreement should give the company ample cushion under
financial covenants; however, the potential for near-term earnings
volatility makes an upgrade within the next 12 months unlikely. As
a result, Moody's has revised its rating outlook to stable from
positive.

Windsor Quality Food Company Ltd.:

The following ratings have been affirmed:

Corporate Family Rating at B1;

Probability of Default Rating at B2;

$80 million senior secured revolving credit facility due February
16, 2016 at B1;

$140 million senior secured term loan A due February 16, 2016 at
B1; and

$250 million senior secured term loan B due February 16, 2017 at
B1.

LGD Rates are revised as follows:

LGD senior secured bank credit facilities to LGD3 - 35% from LGD3
- 37%.

The rating outlook has been revised to stable from positive.

The B1 rating of the senior secured revolver and term loans
reflect their first lien security interest in the assets of
Windsor and its subsidiaries, upstream and downstream guarantees
and their size in relation to Windsor's overall capital structure.
Further, the ratings reflect an expected family recovery rate of
65% and a Probability of Default Rating of B2.

Windsor's acquisition in February 2011 of Discovery Foods, a
manufacturer of Asian-branded frozen foods, further established
its leading position in the growing frozen ethnic foods category.
While the mainstream single-serve frozen entrees category has
become less attractive due to heavy competition, the authentic
ethnic frozen foods category has maintained relatively stable
pricing and strong demand growth.

Moody's expects that Windsor will experience pressure on profit
margins and cash flows next year due to high operating costs
related to its Riverside plant and rising commodity costs --
challenges that its bank lenders have accommodated by temporarily
relaxing financial covenants. The company will still need to meet
fairly aggressive leverage step-downs -- about a quarter of a turn
per quarter after June 2013 -- so further operational problems or
another leveraged acquisition could tighten the cushion again.
However, Moody's is comfortable that the company will maintain a
conservative financial strategy and that the banks will remain
supportive.

Positive ratings momentum could build if Windsor demonstrates
stability in its plant operations and maintains stable operating
margin and cash flow. Maintenance of leverage below 4.5x and Free
Cash Flow-to-debt above 5% would be supportive of an upgrade.
Moody's would consider a ratings downgrade if debt/EBITDA exceeded
5.0 times and free cash flow turned negative.

The principal methodologies used in this rating were Global
Packaged Goods Industry published in July 2009, and Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Windsor, headquartered in Houston, Texas, is a manufacturer of
branded and private label frozen foods to the foodservice, retail
grocery and club, national account and industrial segments of the
food industry. Net revenues for the twelve months ended June 30,
2012 were approximately $800 million.


WISP RESORT: Bank's Objection Deadline Extended Anew
----------------------------------------------------
Bankruptcy Judge Wendelin I. Lipp on Friday signed off on another
stipulation and consent order wherein First United Bank and Trust
was given through and including Sept. 17, 2012, to file its
response 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., and The Clubs at Wisp, LLC.

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.


WOLVERINE ACQUISITION: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Wolverine Acquisition Company
        1707 Heaher Heights Drive
        Crescent, PA 15046-3805

Bankruptcy Case No.: 12-24562

Chapter 11 Petition Date: September 11, 2012

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

Judge: Judith K. Fitzgerald

Debtor's Counsel: Gary H. Simone, Esq.
                  RISHOR SIMONE
                  Suite 208, 101 E. Diamond Street
                  Butler, PA 16001
                  Tel: (724) 283-7215
                  Fax: (724) 283-0229
                  E-mail: rishor.simone1@1stcounsel.com

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

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

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

The petition was signed by Gordon Adam Hall, president.


WPCS INTERNATIONAL: Reports $993,700 Net Income in July 31 Qtr.
---------------------------------------------------------------
WPCS International Incorporated filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income attributable to the Company of $993,701 on $13.44
million of revenue for the three months ended July 31, 2012,
compared with a net loss attributable to the Company of $34,677 on
$18.61 million of revenue for the same period during the prior
year.

The Company's balance sheet at July 31, 2012, showed $25.95
million in total assets, $18.78 million in total liabilities and
$7.16 million in total equity.

                           Going Concern

On Jan. 27, 2012, WPCS and its United States-based subsidiaries
Suisun City Operations, Seattle Operations, Portland Operations,
Hartford Operations, Lakewood Operations, and Trenton Operations,
entered into a loan and security agreement with Sovereign Bank,
N.A.

on July 12, 2012, the Company executed the Surety Financing and
Confession of Judgment Agreement with Zurich American Insurance
Company.  The Company is not in compliance with the terms of the
Zurich Agreement.  As a result of the Company's noncompliance, the
Company instructed the owner of this project to make at all
current and future payments directly to Zurich.

The Company's failure to comply with the terms of the Credit
Agreement and the Zurich Agreement, as well as the Company's
losses from operations for the three months ended July 31, 2012,
raise substantial doubt about the Company's ability to continue as
a going concern.  At July 31, 2012, the Company had cash and cash
equivalents of $1,257,920 and working capital of $1,412,252, which
consisted of current assets of $20,145,533 and current liabilities
of $18,733,281.  As of Sept. 12, 2012, the Company had remaining
availability under the Credit Agreement of $1,554,500.

Andrew Hidalgo, CEO of WPCS, commented, "I am pleased to report a
substantial improvement in financial performance quarter over
quarter.  For the first quarter, our operation centers generated
$695,000 in EBITDA on revenue of $13.4 million.  Even our Trenton
Operations, which is coming off a difficult year of losses,
generated positive EBITDA of $208,000 in the first quarter.  The
projects that generated the losses are behind us.  We have
strengthened the balance sheet and income statement.  Our
challenge continues to be cash flow.  The current debt facility of
$2 million with Sovereign Bank is not sufficient to meet our
future operating requirements.  We need to replace this debt
facility as a priority.  If we are able to obtain an adequate debt
facility, we believe we will be in a better position for growth
and increased shareholder value."

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

                       http://is.gd/RoQx12

                    About WPCS International

Exton, Pennsylvania-based WPCS International Incorporated provides
design-build engineering services that focus on the implementation
requirements of communications infrastructure.  The Company
provides its engineering capabilities including wireless
communication, specialty construction and electrical power to the
public services, healthcare, energy and corporate enterprise
markets worldwide.

As reported by the TCR on Dec. 8, 2011, WPCS International and its
United Stated based subsidiaries, previously entered into a loan
agreement, dated April 10, 2007, as extended, modified and amended
several times, with Bank of America, N.A.  The Company is seeking
alternative debt financing and has conducted discussions with
other senior lenders to replace the Loan Agreement.  The Company
may not be successful in obtaining alternative debt financing or
additional financing sources may not be available on acceptable
terms.  If the Company is required to repay the Loan Agreement,
the Company has sufficient working capital to repay the
outstanding borrowings.

J.H. COHN LLP, in Eatontown, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the
fiscal year ended April 30, 2012.  The independent auditors noted
that the Company is in default of certain covenants of its credit
agreement and has incurred operating losses, negative cash flows
from operating activities and has a working capital deficiency as
of April 30, 2012.  These matters raise substantial doubt about
the Company's ability to continue as a going concern.

WPCS reported a net loss attributable to the Company of
$20.54 million for the year ended April 30, 2012, compared to a
net loss attributable to the Company of $36.83 million during the
prior fiscal year.


ZAMBRANO CORP: Court Rules on Ch.7 Trustee's Suits v. Principals
----------------------------------------------------------------
Bankruptcy Judge Jeffery A. Deller ruled on three jointly tried
adversary proceedings commenced by Rosemary C. Crawford, Chapter 7
trustee of the estate of Zambrano Corporation, against:

     * Eugene Zambrano III -- EZIII;
     * Hillcrest Development Associates, LP; and
     * Eugene Zambrano, Jr. -- EZJr -- and his wife, Mary Zambrano

The Chapter 7 Trustee contends that EZIII breached his fiduciary
duty to the Debtor under Pennsylvania law and that EZIII deepened
the Debtor's insolvency under Pennsylvania law.  The Chapter 7
Trustee contends that Hillcrest was the transferee of an avoidable
fraudulent transfer from the Debtor under 11 U.S.C. Sec. 548.  The
Chapter 7 Trustee contends that EZJr and Mary were the
beneficiaries of avoidable fraudulent transfers from the Debtor
under 11 U.S.C. Sections 548 and 550.

The Court finds EZIII liable for the Chapter 7 Trustee's count of
breach of fiduciary duty to the Debtor.  However, the Court finds
the Trustee's argument concerning EZIII's liability as to
deepening insolvency unpersuasive.  Additionally, the Court finds
Hillcrest liable for the value of the fraudulent transfer it
received from the Debtor, and the Court finds EZJr liable for the
value of the fraudulent transfers, from which he benefited, from
the Debtor.  Lastly, the Court finds the Trustee's argument that
Mary is also liable as a beneficiary of the fraudulent transfers
from the Debtor unpersuasive.

The cases are ROSEMARY C. CRAWFORD, Trustee of the Estate of
Zambrano Corporation, Plaintiff, v. EUGENE ZAMBRANO, III,
Defendant; ROSEMARY C. CRAWFORD, Trustee of the Estate of Zambrano
Corporation, Plaintiff, v. HILLCREST DEVELOPMENT ASSOCIATES, LP,
Defendant; ROSEMARY C. CRAWFORD, Trustee of the Estate of Zambrano
Corporation, Plaintiff, v. EUGENE ZAMBRANO, JR., Individually and
Jointly with MARY ZAMBRANO, his wife, Defendants, Adv. Proc. Nos.
09-2045JAD, 11-2123JAD, and 11-2122JAD (Bankr. W.D. Pa.).  A copy
of the Court's Sept. 17, 2012 Memorandum Opinion is available at
http://is.gd/hlXamcfrom Leagle.com.

                       About Zambrano Corp.

Zambrano Corporation's unsecured creditors placed the Company in
Chapter 11 bankruptcy (Bankr. W.D. Pa. Case No. 09-20453) on
Jan. 26, 2009.  Zambrano is a Pennsylvania corporation that
previously engaged in the business of general contracting,
construction, and real estate development.  Eugene Zambrano, Jr.,
was the principal of the Debtor from the Debtor's inception until
2003.  In December 2003, Eugene Zambrano III purchased his
father's interest in the Debtor and several related entities by
means of a private annuity contract between Hillcrest and EZJr.
EZIII was the principal of the Debtor and the Debtor's 100%
shareholder from 2003 through the bankruptcy filing on Jan. 26,
2009.  The petitioners are represented by David K. Rudov, Esq., at
Rudov & Stein.

After the entry of an order for relief, the Debtor's bankruptcy
case was later converted from a Chapter 11 reorganization to a
Chapter 7 liquidation on June 26, 2009.  Rosemary C. Crawford was
appointed as Chapter 7 trustee.


* Moody's Says Durables Sector have Low Risk From EU Crisis
-----------------------------------------------------------
The US-rated consumer durables sector's low exposure to Europe-
derived revenue will insulate companies from sluggish revenue
growth or declines stemming from cutbacks in European consumers'
discretionary spending, says Moody's Investors Service in a new
special comment, "Consumer Durables Companies' Revenue Exposure to
Europe Is Low, Limiting Risk."

Moody's examined 29 US-rated consumer durable companies and
identified 23 that derive a portion of revenues from Europe. The
six companies Moody's identified as having the largest European
exposure are: SRAM Corporation, Steinway Musical Instruments,
Fender Musical Instruments, Gibson Guitar, Targus Group
International and PlayPower Inc.

"But overall, US-rated consumer durables companies generate just
under 15% of their total revenue from Europe, and this low
percentage limits their exposure," said Moody's Vice President
Kevin Cassidy. "We expect divergence by country will be
significant."

A number of the 23 companies reported a 5% to 10% decline in
second-quarter European revenues, compared to the second quarter
of 2011, says Moody's.

That said, boat-maker Brunswick's European revenue contracted
almost 25%, while piano manufacturer Steinway's European revenue
shrank more than 20%.

Moody's expects the performance divergence between the southern
periphery countries such as Portugal, Italy, Space and Greece, and
northern states such as Germany and Austria to persist in 2012 and
2013. The report notes that 19 of the 23 companies covered in the
report have some exposure to at least one of the southern
periphery countries, but that only Brunswick generates more than
10% of its European revenues from Portugal, Italy, Spain and
Greece.


* Grassley, Franken Seek to Overturn Supreme Court Farmer Ruling
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Republican Senator Charles Grassley from Iowa and
Democrat Al Franken from Minnesota introduced a bill last week to
overturn a 5-4 ruling in June from the U.S. Supreme Court
affecting family farmers.

According to the report, the Supreme Court ruled that capital
gains taxes arising from sale of property after an individual
family farmer's Chapter 12 bankruptcy filing aren't discharged as
a general unsecured debt.  Many small farmers will be unable to
reorganize in bankruptcy given inability to pay the gains tax that
must be paid in full as a result of the ruling.  In view of the
Supreme Court decision, farmers can treat capital gains as general
unsecured claims only if the sale took place before bankruptcy.

The report relates that many farmers can't sell before bankruptcy
because the sale may not generate enough to pay a secured lender
in full.  Sen. Grassley said that the Supreme Court's ruling
didn't accomplish what he intended with a 2005 amendment to law
governing farmer bankruptcies.  The Grassley-Franken bill would
allow farmers to treat capital gains taxes as general unsecured
claims if the sale takes place during the Chapter 12 farmer
reorganization.  The bill would also give the same treatment to
some sales after bankruptcy that are contemplated by the
reorganization plan.

The report notes that Sen. Grassley said his bill would "remove
the Internal Revenue Service's veto power over a bankruptcy
reorganization plan's confirmation."  Chapter 12 of the U.S.
Bankruptcy Code contains special reorganization provisions for
farmers with less than $3.8 million in debt.

The Bloomberg report discloses that the bill, S. 3545, was
referred to the Senate Finance Committee.  Although the senators
would like the bill to be considered this year, they said they
"will press for full consideration in the new Congress."


* Failed St. Louis Bank Bring Year's Total to 42
------------------------------------------------
Truman Bank, Saint Louis, Missouri, was closed Friday by the
Missouri Division of Finance, which appointed the Federal Deposit
Insurance Corporation (FDIC) as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with Simmons First National Bank, Pine Bluff, Arkansas,
to assume all of the deposits of Truman Bank.

As of June 30, 2012, Truman Bank had approximately $282.3 million
in total assets and $245.7 million in total deposits.  In addition
to assuming all of the deposits of the failed bank, Simmons First
National Bank agreed to purchase essentially all of the failed
bank's assets.

Truman Bank is the 42nd FDIC-insured institution to fail in the
nation this year, and the second in Missouri.  The last FDIC-
insured institution closed in the state was Glasgow Savings Bank,
Glasgow, on July 13, 2012.

                      2012 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

For this year, the failed banks are:

                                Loss-Share
                                Transaction Party    FDIC Cost
                   Assets of    Bank That Assumed    to Insurance
                   Closed Bank  Deposits & Bought    Fund
  Closed Bank      (millions)   Certain Assets       (millions)
  -----------      -----------  -----------------    ------------
Truman Bank             $282.3  Simmons First National    $34.0

First Commercial Bank   $215.9  Republic Bank & Trust     $63.9
Waukegan Savings Bank    $88.9  First Midwest Bank        $19.8
Jasper Banking Company  $216.7  Stearns Bank, N.A.        $58.1
Second Federal Savings  $199.1  Hinsdale Bank & Trust     $76.9
Heartland Bank          $110.0  Metcalf Bank               $3.1
Georgia Trust Bank      $119.8  Community & Southern      $20.9
The Royal Palm Bank      $87.0  First National Bank       $13.5
First Cherokee State    $222.7  Community & Southern      $36.9
Glasgow Savings Bank     $24.8  Regional Missouri          $0.1
Montgomery Bank & Trust $173.6  Ameris Bank               $75.2
The Farmers Bank        $163.9  Clayton Bank and Trust    $28.3
Security Exchange Bank  $151.0  Fidelity Bank             $34.3
Putnam State Bank       $169.5  Harbor Community Bank     $37.4
Waccamaw Bank           $533.1  First Community Bank      $51.1
Farmers' and Traders'    $43.1  First State Bank           $8.9
First Capital Bank       $46.1  F & M Bank                 $5.6
Carolina Federal         $54.4  Bank of North Carolina    $15.2
Alabama Trust Bank       $51.6  Southern States Bank       $8.9
Security Bank, N.A.     $101.0  Banesco USA               $10.8
Plantation Federal      $486.4  First Federal Bank        $76.0
Inter Savings Bank      $473.0  Great Southern Bank      $117.5
Bank of the Est. Shore  $166.7  [No Acquirer]             $41.8
Palm Desert Nat'l       $125.8  Pacific Premier Bank      $20.1
HarVest Bank of Md.     $164.3  Sonabank                  $17.2
Fort Lee Federal         $51.9  Alma Bank                 $14.0
Fidelity Bank           $818.2  The Huntington Nat'l      $92.8
Premier Bank            $268.7  Int'l Bank of Chi.        $64.1
Covenant Bank            $95.7  Stearns Bank, N.A.        $31.5
New City Bank            $71.2  [No Acquirer]             $17.4
Global Commerce Bank    $143.7  Metro City Bank           $17.9
Central Bank of Georgia $278.9  Ameris Bank               $67.5
Home Savings of Amer.   $434.1  [No Acquirer]             $38.8
Charter National Bank    $93.9  Barrington Bank           $17.4
SCB Bank                $182.6  First Merchants Bank      $33.9
Patriot Bank            $111.3  First Resource Bank       $32.6
BankEast                $272.6  U.S. Bank N.A.            $75.6
Tennessee Commerce    $1,185.0  Republic Bank & Trust    $416.8
First Guaranty Bank     $377.9  CenterState Bank          $82.0
American Eagle           $19.6  Capital Bank, N.A.         $3.2
The First State Bank    $416.8  Hamilton State Bank      $416.8
Central Florida          $79.1  CenterState Bank          $24.4

In 2011 there were 92 failed banks, compared with 157 in 2010, 140
in 2009 and just 25 for 2008.

The failures in 2010 were the most since 1992, when 179
institutions were taken over by regulators.

A complete list of banks that failed since 2000 is available at:

http://www.fdic.gov/bank/individual/failed/banklist.html

                    813 Banks in Problem List

The FDIC's Quarterly Banking Profile for Dec. 31, 2011, says that
The number of institutions on the FDIC's "Problem List" declined
from 844 to 813 during the quarter, and total assets of "problem"
institutions fell from $339 billion to $319.4 billion.  The number
of institutions in the "problem list" has decreased for the third
consecutive quarter.

The FDIC defines "problem" institutions as those with financial,
operational or managerial weaknesses that threaten their
viability.

The deposit insurance fund, which protects customer holdings up to
$250,000 per account in the event of a failure, saw its balance
increase in the fourth quarter to $9.2 billion (unaudited) from
$7.8 billion in the third quarter, the eighth consecutive
quarterly increase.

                Problem Institutions        Failed Institutions
                --------------------        -------------------
Year           Number  Assets (Mil)        Number Assets (Mil)
----           ------  ------------        ------ ------------
2011              813      $319,432          92        $34,923
2010              884      $390,017         157        $92,085
2009              702      $402,800         140       $169,700
2008              252      $159,405          25       $371,945
2007               76       $22,189           3         $2,615
2006               50        $8,265           0             $0
2005               52        $6,607           0             $0
2004               80       $28,250           4           $170

Federal regulators assign a composite rating to each financial
institution, based upon an evaluation of financial and operational
criteria.  The rating is based on a scale of 1 to 5 in ascending
order of supervisory concern.  "Problem" institutions are those
institutions with financial, operational, or managerial weaknesses
that threaten their continued financial viability. Depending upon
the degree of risk and supervisory concern, they are rated either
a "4" or "5."  The number and assets of "problem" institutions are
based on FDIC composite ratings.  Prior to March 31, 2008, for
institutions whose primary federal regulator was the OTS, the OTS
composite rating was used.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Sept. 19-20, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      38th Annual Lawrence P. King and Charles Seligson
      Workshop on Bankruptcy & Business Reorganizations
         New York University School of Law, New York, N.Y.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Oct. 4, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts & Bolts: Bankruptcy Fundamentals for
      Young and New Practitioners
         Charles Evans Whittaker Courthouse, Kansas City, Mo.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Oct. 5, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      32nd Annual Midwestern Bankruptcy Institute & Consumer Forum
         Kansas City Marriott Downtown, Kansas City, Mo.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Oct. 5, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy 2012: Views from the Bench
         Georgetown University Law Center, Washington, D.C.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Oct. 8, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      5th Annual Chicago Consumer Bankruptcy Conference
         University of Chicago Gleacher Center, Chicago, Ill.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Oct. 18, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency & Restructuring Symposium
         Parco dei Principi Grand Hotel & Spa, Rome, Italy
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Oct. 26, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         San Diego Marriott Marquis and Marina, San Diego, Calif.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Nov. 1-2, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      Corporate Restructuring Competition
         Wharton University of Pennsylvania, Philadelphia, Pa.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Nov. 1-3, 2012
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Westin Copley Place, Boston, Mass.
            Contact: http://www.turnaround.org/

Nov. 7, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      U.S./Mexico Restructuring Symposium
         The Four Seasons, Mexico City, D.F.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Nov. 12, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      Detroit Consumer Bankruptcy Conference
         MGM Grand, Detroit, Mich.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Nov. 26, 2012
   BEARD GROUP, INC.
      19th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact:             240-629-3300       or
http://bankrupt.com/

Nov. 29-30, 2012
   MID-SOUTH COMMERCIAL LAW INSTITUTE
      33rd Annual Bankruptcy & Commercial Law Seminar
         Nashville Marriott at Vanderbilt, Nashville, Tenn.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Nov. 29 - Dec. 1, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Dec. 4-8, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      ABI/SJUSL Mediation Training Symposium
         St. John's University, Queens, N.Y.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Jan. 24-25, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Four Seasons Hotel Denver, Denver, Colo.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Feb. 7-9, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Caribbean Involvency Symposium
         Eden Roc Renaissance, Miami Beach, Fla.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Feb. 17-19, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Advanced Consumer Bankruptcy Practice Institute
         Charles Evans Whittaker Courthouse, Kansas City, Mo.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Feb. 20-22, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      VALCON
         Four Seasons Las Vegas, Las Vegas, Nev.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Apr. 10-12, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Chicago, Chicago, Ill.
            Contact: http://www.turnaround.org/

Apr. 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Gaylord National Resort & Convention Center,
         National Harbor, Md.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

June 13-16, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Mich.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

July 11-13, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Hyatt Regency Newport, Newport, R.I.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

July 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Amelia Island, Amelia Island, Fla.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Aug. 8-10, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hotel Hershey, Hershey, Pa.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Aug. 22-24, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nev.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Oct. 3-5, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Wardman Park, Washington, D.C.
            Contact: http://www.turnaround.org/

Nov. 1, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         Atlanta Marriott Marquis, Atlanta, Ga.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Dec. 2, 2013
   BEARD GROUP, INC.
      19th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact:             240-629-3300       or
http://bankrupt.com/

Dec. 5-7, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Terranea Resort, Rancho Palos Verdes, Calif.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.



                            *********

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, 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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