TCR_Public/120922.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

          Saturday, September 22, 2012, Vol. 16, No. 264

                            Headlines

4KIDS ENTERTAINMENT: Ends July With $11.97 Million in Cash
AES EASTERN: Ends July 31 With $21.28 Million in Cash
AFA INVESTMENT: Ends July 29 With $16.30 Million in Cash
BEAR ISLAND: Ends July 31 With $32.79 Million in Cash
BLACK CROW: Ends March With $10.06 Million in Cash

BLACK CROW: Ends April 30 With $10.75 Million in Cash
BLACK CROW: Ends May With $11.44 Million in Cash
BLACK CROW: Ends June With $12.25 Million in Cash
BLACK CROW: Ends July With $13.03 Million in Cash
CIRCUS AND ELDORADO: Ends July 31 With $41 Million in Cash

CLIFFS CLUB: Ends July 31 With $952,682 in Cash
GLOBAL AVIATION: Ends July With $2.55 Million in Cash
HAWKER BEECHCRAFT: Ends July With $136.1 Million in Cash
MONEY TREE: Ends July 25 With $49,992 in Cash
MONEY TREE: Ends June 25 With $29,139 in Cash

MONEY TREE: Ends May 25 With Only $2,635 in Cash
MORGAN INDUSTRIES: Reports $75,325 Net Loss in July
MSR RESORT: Ends July 31 With $43.40 Million in Cash
RG STEEL: Ends July With $20.43 Million in Cash
SAAB CARS: Ends July 31 With $9.12 Million in Cash

SMF ENERGY: Ends July With $6.40 Million in Cash
VELO HOLDINGS: Ends July With $29.98 Million in Cash
WAVE2WAVE COMMS: Ends July 31 With $174,000 in Cash





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4KIDS ENTERTAINMENT: Ends July With $11.97 Million in Cash
----------------------------------------------------------
4Kids Entertainment Licensing, Inc., on Aug. 13, 2012, filed its
monthly operating report for the month ended July 31, 2012.

At the beginning of the month, the Company had $2.36 million in
cash.  The Company had total cash receipts of $11.69 million and
total cash disbursements of $2.09 million.  As a result, at the
end of the month, 4Kids Entertainment Licensing had total cash of
$11.97 million.

                     About 4Kids Entertainment

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

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

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

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

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

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


AES EASTERN: Ends July 31 With $21.28 Million in Cash
-----------------------------------------------------
AES Eastern Energy, L.P., et al., on Aug. 31, 2012, filed its
monthly operating report for the month ended July 31, 2012.

The Debtor reported a net loss of $5.09 million on net revenue of
$19,720 for the month ended July 31, 2012.

As of July 31, 2012, the Debtor had total assets of $2.94 billion,
total liabilities of $764.23 million and total stockholder's
equity of $2.18 billion.

At the beginning of the month, the Debtor had $21.14 million in
cash.  AES Eastern Energy had total cash receipts of $3.81 million
and total cash disbursements of $3.67 million.  As a result, at
the end of July, AES Eastern Energy had total cash of $21.28
million.

                         About AES Eastern

Ithaca, New York-based AES Eastern Energy, L.P., either directly
or indirectly, control six coal-fired electric generating plants
located in New York State.  Currently, the Debtors actively
operate two of the six power plants and sell the electricity
generated by those plants into the New York wholesale power market
to utilities and other intermediaries under short-term agreements
or directly in the spot market.

AES Eastern Energy and 13 affiliates filed for Chapter 11
bankruptcy (Bankr. D. Del. Case Nos. 11-14138 through 11-14151) on
Dec. 30, 2011.  Lawyers at Weil, Gotshal & Manges LLP and
Richards, Layton & Finger, P.A., are legal counsel to AES Eastern
Energy and affiliates.  Barclays Capital is serving as investment
banker and financial advisor.  Kurtzman Carson Consultants is the
claims and noticing agent.  AES Eastern Energy estimated
$100 million to $500 million in assets and $500 million to
$1 billion in debts.  The petition was signed by Peter Norgeot,
general manager.

Gregory A. Horowith, Esq., and Robert T. Schmidt, Esq., at Kramer,
Levin, Naftalis & Frankel LLP; and William T. Bowden, Esq.,
Benjamin W. Keenan, Esq., and Karen B. Skomorucha, Esq., at Ashby
& Geddes, P.A., serve as counsel to the Creditors Committee.  FTI
Consulting Inc. is the financial advisor.

AES Eastern Energy prevailed over opposition and obtained
authorization to hold a March 26 auction for the two operating
power plants.  Under a deal reached prepetition, the Debtor would
turn the two operating facilities over to debt holders in exchange
for debt, absent higher and better offers.


AFA INVESTMENT: Ends July 29 With $16.30 Million in Cash
--------------------------------------------------------
AFA Investment Inc., et al., on Aug. 31, 2012, filed its monthly
operating report for the period from July 2 through July 29, 2012.

The Debtor posted a net loss of $51 million on net sales of
$28.45 million for the period from July 2 through July 29, 2012.

As of July 19, 2012, the Debtor had total assets of
$31.43 million, total liabilities of $148.19 million and total
stockholder's deficit of $116.75 million.

As of July 2, 2012, AFA Investment had $6.15 million in cash.  The
Debtor had total cash receipts of $91.45 million and total cash
disbursements of $47.29 million.  The Debtor also had net DIP
repayments $35.21 million.  As a result, as of July 29, 2012, AFA
Investment had total cash of $16.30 million.

                          About AFA Foods

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

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

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

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

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

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


BEAR ISLAND: Ends July 31 With $32.79 Million in Cash
-----------------------------------------------------
Bear Island Paper Company, LLC, on Aug. 30, 2012, filed its
monthly operating report for the month ended July 31, 2012.

The Company reported a net loss of $96.57 million on net sales of
$11.41 million for the month ended July 31, 2012.

As of July 31, 2012, the Company had total assets of
$154.84 million, total liabilities of $154.04 million and total
Stockholders' equity of $798,390.

At the beginning of July, Bear Island had $29.65 million in cash.
Bear Island had total cash receipts of $13.87 million and total
cash disbursements of $10.15 million.  As a result, at the end of
the month, the Company had total cash of $32.79 million.

                         About Bear Island

Canada-based White Birch Paper Company is the second largest
newsprint producer in North America.  As of Dec. 31, 2009, the
White Birch Group held a 12% share of the North American newsprint
market and employed roughly 1,300 individuals (the majority of
which reside in Canada).  Bear Island Paper Company, L.L.C., is a
U.S.-based unit of White Birch.

Bear Island filed a voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Case No. 10-31202) on
Feb. 24, 2010.  At June 30, 2011, the Company had $141.9 million
in total assets, $153.2 million in total liabilities, and a
stockholders' deficit of $11.3 million.

White Birch filed for bankruptcy protection under Canada's
Companies' Creditors Arrangement Act, before the Superior Court
for the Province of Quebec, Commercial Division, Judicial District
of Montreal, Canada.  White Birch and five other affiliates --
F.F. Soucy Limited Partnership; F.F. Soucy, Inc. & Partners,
Limited Partnership; Papier Masson Ltee; Stadacona Limited
Partnership; and Stadacona General Partner, Inc. -- also sought
bankruptcy protection under Chapter 15 of the U.S. Bankruptcy Code
(Bankr. E.D. Va. Case No. 10-31234).  Jonathan L. Hauser, Esq., at
Troutman Sanders LLP, in Virginia Beach, Virginia Beach, serves as
counsel to White Birch in the Chapter 11 case.

Richard M. Cieri, Esq., Christopher J. Marcus, Esq., and Michael
A. Cohen, Esq., at Kirkland & Ellis LLP, in New York, serve as
counsel to Bear Island.  Jonathan L. Hauser, Esq., at Troutman
Sanders LLP, in Virginia Beach, Virginia, serve as co-counsel to
Bear Island.

AlixPartners LLP serves as financial and restructuring advisors to
Bear Island, and Lazard Freres & Co., serves as investment banker.
Garden City Group is the claims and notice agent.  Jason William
Harbour, Esq., at Hunton & Williams LLP, in Richmond, Virginia,
represents the Official Committee of Unsecured Creditors.

Chief Judge Douglas O. Tice, Jr., handles the Chapter 11 and
Chapter 15 cases.

Bear Island was authorized by the bankruptcy judge in
November 2010 to sell the business to a group consisting of Black
Diamond Capital Management LLC, Credit Suisse Group AG and Caspian
Capital Advisors LLC.


BLACK CROW: Ends March With $10.06 Million in Cash
--------------------------------------------------
Black Crow Media Group LLC, et al., on April 23, 2012, filed its
monthly operating report for the month ended March 31, 2012.

The Company posted pretax earnings of $13,182 on net revenue of
$1.08 million for the month ended March 31, 2012.

As of March 31, 2012, the Company had total assets of
$36.62 million, total liabilities of $42.89 million and total
stockholders' deficit of $6.27 million.

At the beginning of March, Black Crow had $8.98 million in cash.
The Company had total cash receipts of $5,112 and total cash
disbursements of $1.09 million.  As a result, at the end of the
month, Black Crow had total cash of $10.06 million.

                       About Black Crow

Daytona Beach, Florida-based Black Crow Media Group, LLC, owns and
operates 17 FM and 5 AM radio stations in Daytona Beach, Live Oak,
Valdosta, Huntsville, Alabama, and Jackson, Tennessee.

Black Crow filed for Chapter 11 protection two days before a
hearing in U.S. district court where GECC was seeking appointment
of a receiver following default on term loans and a revolving
credit.  GECC was owed $38.9 million at the outset of the
reorganization.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 10-00172) on Jan. 11, 2010.  The Company's
affiliates -- Black Crow Media, LLC, et al. -- also filed separate
Chapter 11 petitions.

H. Jason Gold, Esq., Valerie P. Morrison, Esq., and Dylan G.
Trache, Esq., at Wiley Rein LLP, in McLean, Virginia, serve as the
Debtors' counsel.  Mariane L. Dorris, Esq., and R. Scott Shuker,
Esq., at Latham, Shuker, Eden & Beaudine, LLP, have been tapped as
co-counsel.  Protiviti Inc. is the Debtors' financial advisor.
Epiq Bankruptcy Solutions, LLC, is the claims and notice agent.
Brian G. Rich, Esq., and Douglas Bates, Esq., at Berger Singerman,
P.A., represent the Official Committee of Unsecured Creditors.

Black Crow disclosed $14,661,198 in assets and $48,830,319 in
liabilities as of the Chapter 11 filing.

Black Crow has a Dec. 27 confirmation hearing for approval
of the Chapter 11 reorganization plan that will sell the
business to Paul C. Stone, who purchased the claim of secured
lender General Electric Capital Corp.

The Debtors filed their First Amended Joint Plan of Reorganization
and First Amended Disclosure Statement for the Debtors' First
Amended Joint Plan of Reorganization on Nov. 14, 2011.  On
Dec. 27, 2011, the Bankruptcy Court entered its order confirming
the Plan.


BLACK CROW: Ends April 30 With $10.75 Million in Cash
-----------------------------------------------------
Black Crow Media Group LLC, et al., on May 17, 2012, filed its
monthly operating report for the month ended April 30, 2012.

The Debtor posted a pretax loss of $32,412 on net revenue of
$1.01 million for the month ended Apr. 30, 2012.

As of Apr. 30, 2012, the Debtor had total assets of $36.96
million, total liabilities of $42.61 million and total
stockholders' deficit of $5.65 million.

At the beginning of the month, Black Crow had $10.06 million in
cash.  The Debtor had total cash receipts of $205,112 and total
cash disbursements of $893,726.  As a result, at the end of the
month, Black Crow had total cash of $10.75 million.

                       About Black Crow

Daytona Beach, Florida-based Black Crow Media Group, LLC, owns and
operates 17 FM and 5 AM radio stations in Daytona Beach, Live Oak,
Valdosta, Huntsville, Alabama, and Jackson, Tennessee.

Black Crow filed for Chapter 11 protection two days before a
hearing in U.S. district court where GECC was seeking appointment
of a receiver following default on term loans and a revolving
credit.  GECC was owed $38.9 million at the outset of the
reorganization.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 10-00172) on Jan. 11, 2010.  The Company's
affiliates -- Black Crow Media, LLC, et al. -- also filed separate
Chapter 11 petitions.

H. Jason Gold, Esq., Valerie P. Morrison, Esq., and Dylan G.
Trache, Esq., at Wiley Rein LLP, in McLean, Virginia, serve as the
Debtors' counsel.  Mariane L. Dorris, Esq., and R. Scott Shuker,
Esq., at Latham, Shuker, Eden & Beaudine, LLP, have been tapped as
co-counsel.  Protiviti Inc. is the Debtors' financial advisor.
Epiq Bankruptcy Solutions, LLC, is the claims and notice agent.
Brian G. Rich, Esq., and Douglas Bates, Esq., at Berger Singerman,
P.A., represent the Official Committee of Unsecured Creditors.

Black Crow disclosed $14,661,198 in assets and $48,830,319 in
liabilities as of the Chapter 11 filing.

Black Crow has a Dec. 27 confirmation hearing for approval
of the Chapter 11 reorganization plan that will sell the
business to Paul C. Stone, who purchased the claim of secured
lender General Electric Capital Corp.

The Debtors filed their First Amended Joint Plan of Reorganization
and First Amended Disclosure Statement for the Debtors' First
Amended Joint Plan of Reorganization on Nov. 14, 2011.  On
Dec. 27, 2011, the Bankruptcy Court entered its order confirming
the Plan.


BLACK CROW: Ends May With $11.44 Million in Cash
------------------------------------------------
Black Crow Media Group LLC et al., on June 21, 2012, filed its
monthly operating report for the month ended May 31, 2012.

The Company reported a pretax earnings of $108,295 on net revenue
of $1.14 million for the month ended May 31, 2012.

As of May 31, 2012, Black Crow had total assets of $36.97 million,
total liabilities of $42.52 million and total stockholders'
deficit of $5.55 million.

As of May 1, 2012, Black Crow had $10.75 million in cash.  The
Company had total cash receipts of $5,112 and total cash
disbursements of $691,228.  As a result, at the end of May, the
Company had total cash of $11.44 million.

                       About Black Crow

Daytona Beach, Florida-based Black Crow Media Group, LLC, owns and
operates 17 FM and 5 AM radio stations in Daytona Beach, Live Oak,
Valdosta, Huntsville, Alabama, and Jackson, Tennessee.

Black Crow filed for Chapter 11 protection two days before a
hearing in U.S. district court where GECC was seeking appointment
of a receiver following default on term loans and a revolving
credit.  GECC was owed $38.9 million at the outset of the
reorganization.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 10-00172) on Jan. 11, 2010.  The Company's
affiliates -- Black Crow Media, LLC, et al. -- also filed separate
Chapter 11 petitions.

H. Jason Gold, Esq., Valerie P. Morrison, Esq., and Dylan G.
Trache, Esq., at Wiley Rein LLP, in McLean, Virginia, serve as the
Debtors' counsel.  Mariane L. Dorris, Esq., and R. Scott Shuker,
Esq., at Latham, Shuker, Eden & Beaudine, LLP, have been tapped as
co-counsel.  Protiviti Inc. is the Debtors' financial advisor.
Epiq Bankruptcy Solutions, LLC, is the claims and notice agent.
Brian G. Rich, Esq., and Douglas Bates, Esq., at Berger Singerman,
P.A., represent the Official Committee of Unsecured Creditors.

Black Crow disclosed $14,661,198 in assets and $48,830,319 in
liabilities as of the Chapter 11 filing.

Black Crow has a Dec. 27 confirmation hearing for approval
of the Chapter 11 reorganization plan that will sell the
business to Paul C. Stone, who purchased the claim of secured
lender General Electric Capital Corp.

The Debtors filed their First Amended Joint Plan of Reorganization
and First Amended Disclosure Statement for the Debtors' First
Amended Joint Plan of Reorganization on Nov. 14, 2011.  On
Dec. 27, 2011, the Bankruptcy Court entered its order confirming
the Plan.


BLACK CROW: Ends June With $12.25 Million in Cash
-------------------------------------------------
Black Crow Media Group LLC et al., on July 24, 2012, filed its
monthly operating report for the month ended June 30, 2012.

The Debtor posted a pretax loss of $17,318 on net revenue of $1
million for the month ended June 30, 2012.

As of June 30, 2012, Black Crow had total assets of $36.92
million, total liabilities of $42.49 million and total
stockholders' deficit of $5.56 million.

At the beginning of the month, the Debtor had $11.44 million in
cash.  The Debtor had total cash receipts of $5,112 and total cash
disbursements of $813,185.  As a result, at the end of June, Black
Crow had total cash of $12.25 million.

                       About Black Crow

Daytona Beach, Florida-based Black Crow Media Group, LLC, owns and
operates 17 FM and 5 AM radio stations in Daytona Beach, Live Oak,
Valdosta, Huntsville, Alabama, and Jackson, Tennessee.

Black Crow filed for Chapter 11 protection two days before a
hearing in U.S. district court where GECC was seeking appointment
of a receiver following default on term loans and a revolving
credit.  GECC was owed $38.9 million at the outset of the
reorganization.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 10-00172) on Jan. 11, 2010.  The Company's
affiliates -- Black Crow Media, LLC, et al. -- also filed separate
Chapter 11 petitions.

H. Jason Gold, Esq., Valerie P. Morrison, Esq., and Dylan G.
Trache, Esq., at Wiley Rein LLP, in McLean, Virginia, serve as the
Debtors' counsel.  Mariane L. Dorris, Esq., and R. Scott Shuker,
Esq., at Latham, Shuker, Eden & Beaudine, LLP, have been tapped as
co-counsel.  Protiviti Inc. is the Debtors' financial advisor.
Epiq Bankruptcy Solutions, LLC, is the claims and notice agent.
Brian G. Rich, Esq., and Douglas Bates, Esq., at Berger Singerman,
P.A., represent the Official Committee of Unsecured Creditors.

Black Crow disclosed $14,661,198 in assets and $48,830,319 in
liabilities as of the Chapter 11 filing.

Black Crow has a Dec. 27 confirmation hearing for approval
of the Chapter 11 reorganization plan that will sell the
business to Paul C. Stone, who purchased the claim of secured
lender General Electric Capital Corp.

The Debtors filed their First Amended Joint Plan of Reorganization
and First Amended Disclosure Statement for the Debtors' First
Amended Joint Plan of Reorganization on Nov. 14, 2011.  On
Dec. 27, 2011, the Bankruptcy Court entered its order confirming
the Plan.


BLACK CROW: Ends July With $13.03 Million in Cash
-------------------------------------------------
Black Crow Media Group LLC et al., on Aug. 22, 2012, filed its
monthly operating report for the month ended July 31, 2012.

The Company reported a pretax earnings of $76,501 on net revenue
of $979,689 for the month ended July 31, 2012.

As of July 31, 2012, Black Crow had total assets of
$36.72 million, total liabilities of $42.21 million and total
stockholders' deficit of $5.49 million.

At the beginning of July, Black Crow had $12.25 million in cash.
The Company had total cash disbursements of $786,474.  At the end
of the month, Black Crow had total cash of $13.03 million.

                       About Black Crow

Daytona Beach, Florida-based Black Crow Media Group, LLC, owns and
operates 17 FM and 5 AM radio stations in Daytona Beach, Live Oak,
Valdosta, Huntsville, Alabama, and Jackson, Tennessee.

Black Crow filed for Chapter 11 protection two days before a
hearing in U.S. district court where GECC was seeking appointment
of a receiver following default on term loans and a revolving
credit.  GECC was owed $38.9 million at the outset of the
reorganization.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 10-00172) on Jan. 11, 2010.  The Company's
affiliates -- Black Crow Media, LLC, et al. -- also filed separate
Chapter 11 petitions.

H. Jason Gold, Esq., Valerie P. Morrison, Esq., and Dylan G.
Trache, Esq., at Wiley Rein LLP, in McLean, Virginia, serve as the
Debtors' counsel.  Mariane L. Dorris, Esq., and R. Scott Shuker,
Esq., at Latham, Shuker, Eden & Beaudine, LLP, have been tapped as
co-counsel.  Protiviti Inc. is the Debtors' financial advisor.
Epiq Bankruptcy Solutions, LLC, is the claims and notice agent.
Brian G. Rich, Esq., and Douglas Bates, Esq., at Berger Singerman,
P.A., represent the Official Committee of Unsecured Creditors.

Black Crow disclosed $14,661,198 in assets and $48,830,319 in
liabilities as of the Chapter 11 filing.

Black Crow has a Dec. 27 confirmation hearing for approval
of the Chapter 11 reorganization plan that will sell the
business to Paul C. Stone, who purchased the claim of secured
lender General Electric Capital Corp.

The Debtors filed their First Amended Joint Plan of Reorganization
and First Amended Disclosure Statement for the Debtors' First
Amended Joint Plan of Reorganization on Nov. 14, 2011.  On
Dec. 27, 2011, the Bankruptcy Court entered its order confirming
the Plan.


CIRCUS AND ELDORADO: Ends July 31 With $41 Million in Cash
----------------------------------------------------------
Circus and Eldorado Joint Venture, on Aug. 31, 2012, filed its
monthly operating report for the month ended July 31, 2012.

The Debtor reported a net loss of $1.11 million on net revenues of
$10.95 million for the month ended July 31, 2012.

As of July 31, 2012, Circus and Eldorado had total assets of
$268.75 million, total liabilities of $183.82 million and total
stockholder's equity of $84.93 million.

At the beginning of the month, Circus and Eldorado had
$38.63 million in cash.  The Debtor had total cash receipts of
$13 million and total cash disbursements of $10.63 million.  As a
result, as of July 31, 2012, the Debtor had total cash of
$41 million.

                    About Circus and Eldorado

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

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

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

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

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

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

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

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

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

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

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

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


CLIFFS CLUB: Ends July 31 With $952,682 in Cash
-----------------------------------------------
The Cliffs Club & Hospitality Group, Inc., et al., on Aug. 20,
2012, filed its monthly operating report for the month ended
July 31, 2012.

Cliffs Club posted a net loss of $645,446 on total sales
revenues of $449,572 for the month ended July 31, 2012.

As of July 31, 2012, the Company had total assets of $173.29
million, total liabilities of $332.62 million and total
stockholders' deficit of $159.32 million.

At the beginning of the month, the Company had $1.08 million in
cash.  The Company had total cash of $952,682 as of July 31, 2012.

                         About Cliffs Club

Units of The Cliffs Communities, led by The Cliffs Club &
Hospitality Group, Inc., doing business as The Cliffs Golf &
Country Club, along with 10 affiliates, sought Chapter 11
protection (Bankr. D. S.C. Lead Case No. 12-01220) on Feb. 28,
2012.

The Cliffs has eight premier, private master-planned residential
communities, each to have its own world-class golf course.
Approximately 3,734 lots have been sold.  There are currently
1,385 finished homes, with 63 under construction.  The properties
for sale are owned by non-debtor DevCo entities.

The Feb. 28 Debtors operate the exclusive membership clubs for
golf, tennis, wellness and social activities at The Cliffs'
communities in North and South Carolina.  The clubs have 2,280
members, and there are 766 resigned members with refundable
deposits totaling $37 million.  The Debtors do not own the golf
courses -- they only own or lease all the "core amenities" for the
operation of the golf courses.

Another affiliate, Keowee Falls Investment Group, LLC, filed a
Chapter 11 petition (Bankr. D. S.C. Case No. 12-01399) in
Spartanburg, South Carolina, on March 2, 2012.  Travelers Rest-
based Keowee Falls estimated at least $100 million in assets and
liabilities of up to $50 million.

Judge John E. Waites presides over the Debtors' cases.   Lawyers
at McKenna Long & Aldridge LLP serve as the Debtors' lead counsel.
Dana Elizabeth Wilkinson, Esq., serves as local counsel.  Grisanti
Galef & Goldress serves as restructuring advisors and Katie S.
Goodman of GGG serves as CRO.  BMC Group Inc. serves as the
Debtors' claims and noticing agent.

According to papers filed in Court, the Debtors' total assets had
a $175 million book value at Dec. 31, 2011.  The Debtors' total
liabilities had a $333 million book value at Dec. 31, 2011.  The
petition was signed by Timothy P. Cherry, authorized officer.

Wells Fargo, as Indenture Trustee, is represented in the case by
Daniel S. Bleck, Esq., at Mintz Levin Cohn Ferris Glovsky and
Popeo P.C.; and Elizabeth J. Philp, Esq., and Michael Beal, Esq.,
at McNair Law Firm P.A.

The Official Committee of Unsecured Creditors is represented in
the case by John B. Butler, III, P.A., and Jonathan B. Alter,
Esq., at Bingham McCutchen LLP.


GLOBAL AVIATION: Ends July With $2.55 Million in Cash
-----------------------------------------------------
Global Aviation Holdings Inc., et al., on Aug. 28, 2012, filed its
monthly operating report for the month ended July 31, 2012.

The Company posted a net loss of $20.43 million on revenue of
$25.22 million for the month ended July 31, 2012.

As of July 31, 2012, the Company had total assets of
$445.25 million, total liabilities of $508.15 million and total
stockholder's deficit of $62.91 million.

At the beginning of the month, Global Aviation had $10.02 million
in cash.  The Company had total cash disbursements of $7.47
million.  As of July 31, 2012, the Company had total cash of
$2.55 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.


HAWKER BEECHCRAFT: Ends July With $136.1 Million in Cash
--------------------------------------------------------
Hawker Beechcraft, Inc., et al., on Aug. 24, 2012, filed its
monthly operating report for the month ended July 31, 2012.

The Debtor reported a net loss of $33.5 million on total sales of
$116.9 million for the month ended July 31, 2012.

As of June 30, 2012, the Debtor had total assets of $2.70 billion,
total liabilities of $3.96 billion and total stockholders' deficit
of $1.27 billion.

At the beginning of the month, Hawker Beechcraft had
$138.1 million in cash.  The Debtor had total cash receipts of
$149.6 million and total cash disbursements of $141.2 million.
The Debtor also had DIP financing disbursements of $2.4 million.
As a result, at the end of July, Hawker Beechcraft had total cash
of $136.1 million.

                      About Hawker Beechcraft

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

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

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

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

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

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

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

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

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

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


MONEY TREE: Ends July 25 With $49,992 in Cash
---------------------------------------------
The Money Tree Inc., on Aug. 20, 2012, filed its monthly operating
report for the period June 25 through July 25, 2012.

As of July 25, 2012, the Company had total assets of
$76.28 million, total liabilities of $74.08 million and total
stockholder's equity of $2.20 million.

As of June 25, 2012, the Company had $29,139 in cash.  The Company
generated net cash from operations of $20,853 for the month.  As a
result, at the end of the period, Money Tree had total cash of
$49,992.

                         About Money Tree

Bainbridge, Georgia-based The Money Tree Inc. --
http://www.moneytreeinc.com/-- operates a network of lending
branches across the Southeast, concentrated in Georgia, Florida
and Alabama.  The Company and four affiliates filed for Chapter 11
bankruptcy (Bankr. M.D. Ala. Case Nos. 11-12254 thru 11-12258) on
Dec. 16, 2011.  The other debtor-affiliates are Small Loans, Inc.,
The Money Tree of Louisiana, Inc., The Money Tree of Florida Inc.,
and The Money Tree of Georgia Inc.

Judge William R. Sawyer oversees the case, replacing Judge Dwight
H. Williams, Jr.  Max A. Moseley, Esq., at Baker Donelson Bearman
Caldwell & Berkow, P.C., serves as the Debtors' counsel.  The
Debtors hired Warren, Averett, Kimbrough & Marino, LLC, as
restructuring advisors.

The Money Tree Inc. disclosed $73,413,612 in assets and
$73,050,785 in liabilities as of the Chapter 11 filing.  The
petitions were signed by Biladley D. Bellville, president.

The Company's subsidiary, Best Buy Autos of Bainbridge Inc., is
not a party to the bankruptcy filing and intends to operate its
business in the ordinary course.

On Jan. 10, 2012, the Court appointed two separate Official
Unsecured Creditors' Committees in The Money Tree Inc. case and
The Money Tree of Georgia Inc. case.  On Jan. 13, 2012, the
Committees moved the Court to consolidate the two into one Omnibus
Official Committee of Unsecured Creditors in the Chapter 11 cases,
which motion was granted on Feb. 28, 2012.  Greenberg Traurig LLP
represents the Committee.  The Committee tapped HGH Associates LLC
as its accountants and financial advisors.

On April 16, 2012, the Debtors filed a Plan of Reorganization and
Disclosure Statement.  Holders of General Unsecured Claims of The
Money Tree (TMT) (estimated total: $586,676) were to receive 95%
of their Allowed Claim.  Meanwhile, Holders of General Unsecured
Claims of The Money Tree of Georgia (TMG) (estimated total:
$680,000); General Unsecured Claims of The Money Tree of Louisiana
(TML) (estimated total: $358,000); General Unsecured Claims of The
Money Tree of Florida (TMF) (estimated total: $73,000); and
General Unsecured Claims of Small Loans (estimated total:
$229,000) will each receive 25% of their Allowed Claim.

The Plan proposes to create a Liquidating Trust, of which
$15,200,000 will be for the benefit of Holders of TMT Subordinated
Debt (estimated total: $71,331,673) and TMG Subordinated Debt
(estimated total: $22,398,010).  About 90% of the funds will flow
to Holders of TMT Subordinated Debt and the Debtors estimate the
total payment over 10 years will equal roughly 19% recovery for
this class.  The remaining 10% will flow to Holders of TMG
Subordinated Debt.  The Debtors estimate the total payment over 10
years will equal 6.8% recovery for this class.

The Equity Interests in the Debtors will be canceled.

The Plan does not affect, and will not result in the consolidation
and liquidation of, entities wholly owned by the Debtors,
including, without limitation, Best Buy Autos of Bainbridge Inc.,
The Money Tree/Vanmart, Inc., Buyer's Choice Motor Company,
Buyer's Choice Finance Company, and Money to Lend, Inc.

The Debtors, however, failed to move forward with their Plan as
the Court stripped the Company's management of control and
appointed S. Gregory Hays as Chapter 11 Trustee.  Daniel D.
Sparks, Esq., Eric J. Breithaupt, Esq., and Bradley R. Hightower,
Esq., at Christian & Small LLP, represent the Trustee.


MONEY TREE: Ends June 25 With $29,139 in Cash
---------------------------------------------
The Money Tree Inc., on July 20, 2012, filed its monthly operating
report for the period starting May 25 through June 25, 2012.

As of June 25, 2012, Money Tree had total assets of
$76.88 million, total liabilities of $74.68 million and total
stockholder's equity of $2.20 million.

As of May 25, 2012, the Debtor had $2,635 in cash.  At the end of
the period, the Debtor had total cash of $29,139.

                         About Money Tree

Bainbridge, Georgia-based The Money Tree Inc. --
http://www.moneytreeinc.com/-- operates a network of lending
branches across the Southeast, concentrated in Georgia, Florida
and Alabama.  The Company and four affiliates filed for Chapter 11
bankruptcy (Bankr. M.D. Ala. Case Nos. 11-12254 thru 11-12258) on
Dec. 16, 2011.  The other debtor-affiliates are Small Loans, Inc.,
The Money Tree of Louisiana, Inc., The Money Tree of Florida Inc.,
and The Money Tree of Georgia Inc.

Judge William R. Sawyer oversees the case, replacing Judge Dwight
H. Williams, Jr.  Max A. Moseley, Esq., at Baker Donelson Bearman
Caldwell & Berkow, P.C., serves as the Debtors' counsel.  The
Debtors hired Warren, Averett, Kimbrough & Marino, LLC, as
restructuring advisors.

The Money Tree Inc. disclosed $73,413,612 in assets and
$73,050,785 in liabilities as of the Chapter 11 filing.  The
petitions were signed by Biladley D. Bellville, president.

The Company's subsidiary, Best Buy Autos of Bainbridge Inc., is
not a party to the bankruptcy filing and intends to operate its
business in the ordinary course.

On Jan. 10, 2012, the Court appointed two separate Official
Unsecured Creditors' Committees in The Money Tree Inc. case and
The Money Tree of Georgia Inc. case.  On Jan. 13, 2012, the
Committees moved the Court to consolidate the two into one Omnibus
Official Committee of Unsecured Creditors in the Chapter 11 cases,
which motion was granted on Feb. 28, 2012.  Greenberg Traurig LLP
represents the Committee.  The Committee tapped HGH Associates LLC
as its accountants and financial advisors.

On April 16, 2012, the Debtors filed a Plan of Reorganization and
Disclosure Statement.  Holders of General Unsecured Claims of The
Money Tree (TMT) (estimated total: $586,676) were to receive 95%
of their Allowed Claim.  Meanwhile, Holders of General Unsecured
Claims of The Money Tree of Georgia (TMG) (estimated total:
$680,000); General Unsecured Claims of The Money Tree of Louisiana
(TML) (estimated total: $358,000); General Unsecured Claims of The
Money Tree of Florida (TMF) (estimated total: $73,000); and
General Unsecured Claims of Small Loans (estimated total:
$229,000) will each receive 25% of their Allowed Claim.

The Plan proposes to create a Liquidating Trust, of which
$15,200,000 will be for the benefit of Holders of TMT Subordinated
Debt (estimated total: $71,331,673) and TMG Subordinated Debt
(estimated total: $22,398,010).  About 90% of the funds will flow
to Holders of TMT Subordinated Debt and the Debtors estimate the
total payment over 10 years will equal roughly 19% recovery for
this class.  The remaining 10% will flow to Holders of TMG
Subordinated Debt.  The Debtors estimate the total payment over 10
years will equal 6.8% recovery for this class.

The Equity Interests in the Debtors will be canceled.

The Plan does not affect, and will not result in the consolidation
and liquidation of, entities wholly owned by the Debtors,
including, without limitation, Best Buy Autos of Bainbridge Inc.,
The Money Tree/Vanmart, Inc., Buyer's Choice Motor Company,
Buyer's Choice Finance Company, and Money to Lend, Inc.

The Debtors, however, failed to move forward with their Plan as
the Court stripped the Company's management of control and
appointed S. Gregory Hays as Chapter 11 Trustee.  Daniel D.
Sparks, Esq., Eric J. Breithaupt, Esq., and Bradley R. Hightower,
Esq., at Christian & Small LLP, represent the Trustee.


MONEY TREE: Ends May 25 With Only $2,635 in Cash
------------------------------------------------
The Money Tree Inc., on June 20, 2012, filed its monthly operating
report for the period from April 25 through May 25, 2012.

As of May 25, 2012, Money Tree had total assets of $76.85 million,
total liabilities of $74.65 million and total stockholder's equity
of $2.20 million.

As of Apr. 25, 2012, the Company had $53,152 in cash.  At the end
of the period, the Company had total cash of $2,635.

                         About Money Tree

Bainbridge, Georgia-based The Money Tree Inc. --
http://www.moneytreeinc.com/-- operates a network of lending
branches across the Southeast, concentrated in Georgia, Florida
and Alabama.  The Company and four affiliates filed for Chapter 11
bankruptcy (Bankr. M.D. Ala. Case Nos. 11-12254 thru 11-12258) on
Dec. 16, 2011.  The other debtor-affiliates are Small Loans, Inc.,
The Money Tree of Louisiana, Inc., The Money Tree of Florida Inc.,
and The Money Tree of Georgia Inc.

Judge William R. Sawyer oversees the case, replacing Judge Dwight
H. Williams, Jr.  Max A. Moseley, Esq., at Baker Donelson Bearman
Caldwell & Berkow, P.C., serves as the Debtors' counsel.  The
Debtors hired Warren, Averett, Kimbrough & Marino, LLC, as
restructuring advisors.

The Money Tree Inc. disclosed $73,413,612 in assets and
$73,050,785 in liabilities as of the Chapter 11 filing.  The
petitions were signed by Biladley D. Bellville, president.

The Company's subsidiary, Best Buy Autos of Bainbridge Inc., is
not a party to the bankruptcy filing and intends to operate its
business in the ordinary course.

On Jan. 10, 2012, the Court appointed two separate Official
Unsecured Creditors' Committees in The Money Tree Inc. case and
The Money Tree of Georgia Inc. case.  On Jan. 13, 2012, the
Committees moved the Court to consolidate the two into one Omnibus
Official Committee of Unsecured Creditors in the Chapter 11 cases,
which motion was granted on Feb. 28, 2012.  Greenberg Traurig LLP
represents the Committee.  The Committee tapped HGH Associates LLC
as its accountants and financial advisors.

On April 16, 2012, the Debtors filed a Plan of Reorganization and
Disclosure Statement.  Holders of General Unsecured Claims of The
Money Tree (TMT) (estimated total: $586,676) were to receive 95%
of their Allowed Claim.  Meanwhile, Holders of General Unsecured
Claims of The Money Tree of Georgia (TMG) (estimated total:
$680,000); General Unsecured Claims of The Money Tree of Louisiana
(TML) (estimated total: $358,000); General Unsecured Claims of The
Money Tree of Florida (TMF) (estimated total: $73,000); and
General Unsecured Claims of Small Loans (estimated total:
$229,000) will each receive 25% of their Allowed Claim.

The Plan proposes to create a Liquidating Trust, of which
$15,200,000 will be for the benefit of Holders of TMT Subordinated
Debt (estimated total: $71,331,673) and TMG Subordinated Debt
(estimated total: $22,398,010).  About 90% of the funds will flow
to Holders of TMT Subordinated Debt and the Debtors estimate the
total payment over 10 years will equal roughly 19% recovery for
this class.  The remaining 10% will flow to Holders of TMG
Subordinated Debt.  The Debtors estimate the total payment over 10
years will equal 6.8% recovery for this class.

The Equity Interests in the Debtors will be canceled.

The Plan does not affect, and will not result in the consolidation
and liquidation of, entities wholly owned by the Debtors,
including, without limitation, Best Buy Autos of Bainbridge Inc.,
The Money Tree/Vanmart, Inc., Buyer's Choice Motor Company,
Buyer's Choice Finance Company, and Money to Lend, Inc.

The Debtors, however, failed to move forward with their Plan as
the Court stripped the Company's management of control and
appointed S. Gregory Hays as Chapter 11 Trustee.  Daniel D.
Sparks, Esq., Eric J. Breithaupt, Esq., and Bradley R. Hightower,
Esq., at Christian & Small LLP, represent the Trustee.


MORGAN INDUSTRIES: Reports $75,325 Net Loss in July
---------------------------------------------------
Morgan Industries Corporation, on Aug. 22, 2012, filed its monthly
operating report for the month ended July 31, 2012.

The Debtor reported a net loss of $75,325 for the month ended
July 31, 2012.

As of July 31, 2012, the Debtor had total assets of
$10.95 million, total liabilities of $23.03 million and total
stockholder's deficit of $12.08 million.

                      About Morgan Industries

Morgan Industries Corporation, along with affiliates, sought
Chapter 11 protection (Bankr. D. N.J. Lead Case No. 12-21156) in
Trenton, New Jersey, on April 30, 2012.

Affiliates that filed separate bankruptcy petitions are Hunter
Composite Technologies Corporation; Hunter Marine Corporation;
Luhrs Corporation; Mainship Corporation; Ovation Yachts
Corporation; Salisbury 10 Acres, L.L.C.; Salisbury 20 Acres,
L.L.C.; and Silverton Marine Corporation.

The Debtors, through their trade name the Luhrs Marine Group,
produce and sell recreational powerboats and sailboats under the
iconic brand names of Silverton, Ovation, Luhrs, Mainship, and
Hunter Marine.  In 2010, Silverton, Mainship and Luhrs,
collectively, held roughly 5.3% of the U.S. market for fiberglass,
in-board engine powerboats greater than 27 feet in length.
Additionally, Hunter Marine was the largest manufacturer of
sailboats in the U.S., accounting for an estimated 32% of new
sailboat registrations in 2010, making it the sixth consecutive
year Hunter Marine represented roughly 30% of all new sailboat
registrations in the U.S.  The Debtors have a network of 90
dealers in the U.S. and 80 dealers in 40 other countries.

Judge Michael B. Kaplan oversees the case.  Robert Hirsh, Esq.,
and George Angelich, Esq., at Arent Fox LLP serve as bankruptcy
general counsel to the Debtors; Capstone Advisory Group, LLC, acts
as financial advisors; Katz, Kane & Co. as investment bankers; and
Donlin Recano & Company, Inc. as claims agent.

The Debtors disclosed $53 million in total assets and $80 million
in total liabilities as of the Chapter 11 filing.

Stuart M. Brown, Esq., at DLA Piper LLP (US), represents primary
lender Bank of America N.A.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler PC.


MSR RESORT: Ends July 31 With $43.40 Million in Cash
----------------------------------------------------
MSR Resort Golf Course LLC, et al., on Aug. 27, 2012, filed its
monthly operating report for the month ended July 31, 2012.

The Company posted a net loss of $11.58 million on total revenue
of $30.68 million for the month ended July 31, 2012.

As of July 31, 2012, the Company had total assets of
$1.89 billion, total liabilities of $1.84 billion and total
stockholder's equity of $52.67 million.

The Company made total cash disbursements of $189.96 million for
the month of July.  As a result, the Company ended July 31 with
$43.40 million in cash.

                         About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owns a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11
bankruptcy by the Paulson and Winthrop joint venture affiliates.
MSR Resort Golf Course LLC and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan
on Feb. 1, 2011.  The resorts subject to the filings are Grand
Wailea Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta
Resort and Club and PGA West, Doral Golf Resort and Spa, and
Claremont Resort and Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.  In its
schedules, debtor MSR Resort disclosed $59,399,666 in total assets
and $1,013,213,968 in total liabilities.

The resorts have agreement with lenders allowing the companies to
remain in Chapter 11 at least until September 2012.

The Official Committee of Unsecured Creditors is represented by
Martin G. Bunin, Esq., and Craig E. Freeman, Esq., at Alston &
Bird LLP, in New York.


RG STEEL: Ends July With $20.43 Million in Cash
-----------------------------------------------
RG Steel LLC, et al., on Aug. 28, 2012, filed its monthly
operating report for the month ended July 31, 2012.

As of July 31, 2012, the Company had total assets of
$1.04 billion, total liabilities of $1.56 billion and total
stockholders deficit of $515.74 million.

The Company had total cash receipts of $187.40 million and total
disbursements of $46.02 million for the month.  At the end of
July, the Company had total cash of $20.43 million.

                          About RG Steel

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

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

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

Judge Kevin J. Carey presides over the case.

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

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

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

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

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as it's financial
advisor.


SAAB CARS: Ends July 31 With $9.12 Million in Cash
--------------------------------------------------
Saab Cars North America, Inc., on Aug. 28, 2012, filed its monthly
operating report for the month ended July 31, 2012.

The Company posted a net loss of $231,877 for the month ended
July 31, 2012.

As of July 31, 2012, the Company had total assets of
$51.12 million, total liabilities of $60.66 million and
stockholder's deficit of $9.54 million.

At the beginning of the month, Saab Cars had $9.35 million in
cash.  The Company had total cash receipts of $1,294 and total
cash disbursements of $233,171.  As a result, as of July 31, 2012,
Saab Cars had total cash of $9.12 million.

                       About Saab Cars N.A.

More than 40 U.S.-based Saab dealerships have signed an
involuntary chapter 11 bankruptcy petition for Saab Cars North
America, Inc., (Bankr. D. Del. Case No. 12-10344) on Jan. 30,
2012.  The petitioners, represented by Wilk Auslander LLP, assert
claims totaling $1.2 million on account of "unpaid warranty and
incentive reimbursement and related obligations" and/or "parts and
warranty reimbursement."  Leonard A. Bellavia, Esq., at Bellavia
Gentile & Associates, in New York, signed the Chapter 11 petition
on behalf of the dealers.

Donlin, Recano & Company, Inc. (DRC), has been retained to provide
claims and noticing agent services to Saab Cars North America,
Inc. in its Chapter 11 case.

The dealers want the vehicle inventory and the parts business to
be sold, free of liens from Ally Financial Inc. and Caterpillar
Inc., and "to have an appropriate forum to address the claims of
the dealers," Leonard A. Bellavia said in an e-mail to Bloomberg
News.

Saab Cars N.A. is the U.S. sales and distribution unit of Swedish
car maker Saab Automobile AB.  Saab Cars N.A. named in December an
outside administrator, McTevia & Associates, to run the company as
part of a plan to avoid immediate liquidation following its parent
company's bankruptcy filing.

Saab Automobile AB is a Swedish car manufacturer owned by Dutch
automobile manufacturer Swedish Automobile NV, formerly Spyker
Cars NV.  Saab Automobile AB, Saab Automobile Tools AB and Saab
Powertain AB filed for bankruptcy on Dec. 19, 2011, after running
out of cash.

On Feb. 24, 2012, the Court, inconsideration of the petition filed
on Jan. 30, 2012, granted Saab Cars North America, Inc., relief
under Chapter 11 of the Bankruptcy Code.

On March 9, 2012, the U.S. Trustee formed an official Committee of
Unsecured Creditors and appointed these members: Peter Mueller
Inc., IFS Vehicle Distributors, Countryside Volkwagen, Saab of
North Olmstead, Saab of Bedford, Whitcomb Motors Inc., and
Delaware Motor Sales, Inc.  The Committee tapped Wilk Auslander
LLP as general bankruptcy counsel, and Polsinelli Shughart as its
Delaware counsel.


SMF ENERGY: Ends July With $6.40 Million in Cash
------------------------------------------------
SMF Energy Corporation, on Aug. 20, 2012, filed its monthly
operating report for the month ended July 31, 2012.

The Debtor reported a net loss of $688,104 on total revenues of
$237,962 for the month ended July 31, 2012.

As of July 31, 2012, the Debtor had total assets of
$20.35 million, total liabilities of $16.43 million and total
stockholder's equity of $3.91 million.

At the beginning of July, the Debtor had $6.61 million in
cash.  SMF Energy had total receipts of $139,883 and total
disbursements of $353,084.  As a result, at the end of the month,
the Debtor had total cash of $6.40 million.

                         About SMF Energy

SMF Energy Corporation, a provider of fuel and lubricants for the
trucking, manufacturing and construction industries, and three of
its subsidiaries filed for Chapter 11 bankruptcy (Bankr. S.D. Fla.
Lead Case No. 12-19084) on April 15, 2012.  The affiliates are SMF
Services, Inc., H&W Petroleum Company, Inc., and Streicher Realty,
Inc.  Fort Lauderdale, Florida-based SMF Energy -- dba Streicher
Mobile Fueling and SMF Generator Fueling Services -- disclosed
$37.0 million in assets and $25.17 million in liabilities as of
Dec. 31, 2011.

SMF sought bankruptcy protection after Wells Fargo Bank, N.A.,
shut off access to a revolving credit loan and declared a default.
The bank is owed $11.2 million, including $8 million on a
revolving credit secured by all assets.  SMF Energy disclosed
$16,387,456 in assets and $31,160,009 in liabilities as of the
Chapter 11 filing.

On March 22, 2012, the Company appointed Soneet Kapila of Kapila &
Company, Ft. Lauderdale, Florida, as its chief restructuring
officer.

Judge Raymond B. Ray oversees the case.  Lawyers at Genovese
Joblove & Battista, P.A., serves as the Debtors' counsel.  Trustee
Services Inc. serves as claims agent.  Bayshore Partners, LLC,
serves as their investment banker.  The petition was signed by
Soneet R. Kapila, the CRO.

The Debtors tapped Harry Stampler and Stampler Auctions for the
sale and liquidation of the assets of the Debtors located at 200
West Cypress Creek Road, Suite 400, Fort Lauderdale, Florida
through an auction sale scheduled for July 19, 2012, at the
Property.

Steven R. Turner, the Assistant U.S. Trustee 21, appointed three
members to the Official Committee of Unsecured Creditors.  Robert
Paul Charbonneau and the law firm of Ehrenstein Charbonneau
Calderin represent the creditors.

The Debtors entered into an agreement for Sun Coast Resources to
acquire assets associated with the Debtors' business in their
various operating locations in the State of Texas for $4 million,
absent higher and better offers.  The Texas assets yielded no
competing bids from other parties.  Competing bids were submitted
with respect to the assets and vehicle outside Texas, under which
Sun Coast was also the stalking horse bidder with a total offer of
$5 million.  The auction raised the value of the assets by $1.75
million.  The sales, which closed in June, generated $10.75
million.

The Debtors in August filed a Plan of liquidation.  Wells Fargo
Bank N.A., the secured lender, has been partly paid from the sale
proceeds, pursuant to the cash collateral order.  Holders of
unsecured claims estimated to total $5.7 million will recover up
to 70%.  Each holder of an unsecured claim not more than $1,000 or
who elect to reduce the claim to $1,000 will recover 100% in cash
on the effective date. Holders of equity interests will only
receive distributions after claimants are paid in full.


VELO HOLDINGS: Ends July With $29.98 Million in Cash
----------------------------------------------------
Velo Holdings Inc., et al., on Aug. 30, 2012, filed its monthly
operating report for the month ended July 31, 2012.

The Debtor reported a net income of $6.75 million on revenue of
$29.04 million for the month ended July 31, 2012.

As of July 31, 2012, Velo Holdings had total assets of
$331.77 million, total liabilities of $695.24 million and total
stockholders' deficit of $363.48 million.

At the beginning of the month, Velo Holdings had $33.36 million in
cash.  The Debtor had total cash receipts of $25.71 million and
total cash disbursements of $28.40 million.  As a result, at the
end of July, the Debtor had total cash of $29.98 million.

                        About Velo Holdings

V2V Corp. is a premier direct marketing services company,
providing individuals and businesses with access to a wide-variety
of consumer benefits in the United States, Canada, and the United
Kingdom.  V2V was founded in 1989 as a membership services company
that marketed its membership programs exclusively via
telemarketing and, after having nearly a decade of continued
growth, went public in 1996.  In 2007, V2V was acquired by a
consortium of private equity firms led primarily by investing
affiliates of One Equity Partners.

Norwalk, Connecticut-based Velo Holdings Inc. and various
affiliates, including V2V, filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case Nos. 12-11384 to 12-11386 and 12-11388 to 12-11398)
on April 2, 2012.  The debtor-affiliates are V2V Holdings LLC,
Coverdell & Company, Inc., V2V Corp., LN Inc., FYI Direct Inc.,
Vertrue LLC, Idaptive Marketing LLC, My Choice Medical Holdings
Inc., Adaptive Marketing LLC, Interactive Media Group (USA) Ltd.,
Brand Magnet Inc., Neverblue Communications Inc., and Interactive
Media Consolidated Inc.

Judge Martin Glenn presides over the case.  Lawyers at Dechert LLP
serve as the Debtors' counsel.  The Debtors' financial advisors
are Alvarez & Marsal Securities LLC.  The Debtors' investment
banker is Alvarez & Marsal North America, LLC.

Quinn Emanuel Urquhart & Sullivan, LLP, serves as the Debtors'
special counsel.  Epiq Bankruptcy Solutions serves as the
Debtors' claims agent.  Velo Holdings estimated $100 million to
$500 million in assets and $500 million to $1 billion in debts.
The petitions were signed by George Thomas, general counsel.

Lawyers at Willkie Farr & Gallagher LLP represent Barclays, the
First Lien Prepetition Agent and the DIP Agent.  The First Lien
Prepetition Agent and DIP Agent also has hired FTI Consulting,
Inc.  Sidley Austin LLP represents the Second Lien Prepetition
Agent.

Tracy Hope Davis, U.S. Trustee for Region 2, appointed three
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Velo Holdings Inc., et al.


WAVE2WAVE COMMS: Ends July 31 With $174,000 in Cash
---------------------------------------------------
Wave2Wave Communications, Inc., on Aug. 28, 2012, filed its
monthly operating report for the month ended July 31, 2012.

Wave2Wave Communications reported a net loss of $1.12 million on
net operating revenues of $2.47 million for the month ended July
31, 2012.

As of July 31, 2012, the Debtor had total assets of
$12.44 million, total liabilities of $76.67 million and total
stockholders' deficit of $64.23 million.

At the beginning of the month, Wave2Wave Communications had
$193,000 in cash.  The Debtor had total operating cash receipts of
$2.69 million and total operating cash disbursements of $2.71
million.  As a result, at the end of the month, the Debtor had
total cash of $174,000.

                   About Wave2Wave Communications

Wave2Wave Communications Inc., a provider of voice and data
services to businesses, filed for bankruptcy (Bankr. D. N.J. Case
No. 12-13896) on Feb. 17, 2012.  Wave2Wave, which estimated up to
$100 million assets and debts, says it sought Chapter 11
protection, after access provider Verizon Communications Inc.
threatened to cut off its service.

Affiliates RNK Inc. and RNK VA LLC also filed petitions.
Wave2Wave was founded in 1999.  Judge Donald H. Steckroth presides
over the case.  Michael D. Sirota, Esq., at Cole, Schotz, Meisel,
Forman & Leonard, P.A., serves as the Debtors' counsel.   Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C., serves as their
special counsel.  Kurtzman Carson Consultants LLC serves claims,
noticing and balloting agent.  J.H. Cohn LLP serves as financial
advisor.  The petition was signed by Steven Asman, president and
chairman of the Debtors' board.

The official committee of unsecured creditors is represented by
Cooley LLP.



                          *********

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.
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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
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The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
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bankruptcy documents filed in cases pending outside the District
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                           *********

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
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Copyright 2012 .  All rights reserved.  ISSN: 1520-9474.

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