TCR_Public/121011.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, October 11, 2012, Vol. 16, No. 283

                            Headlines

23 EAST 39: SLC2 OK'd to Foreclose; Exclusivity Terminated
4KIDS ENTERTAINMENT: Bankruptcy Plan Pays 69 Cents to Shareholders
4KIDS ENTERTAINMENT: Michael Goldstein Resigns from Board
A&S GROUP: Has Interim Authority to Use SunTrust Cash Collateral
AFFORDABLE HOUSING: Case Summary & 20 Largest Unsecured Creditors

AMERICAN CANVAS: Case Summary & 20 Largest Unsecured Creditors
AMERIGROUP CORP: S&P Says 'BB+' Counterparty Rating Still on Watch
ARCAPITA BANK: Creditors Committee Opposes More Exclusivity
ASTANA-FINANCE: Nov. 2 Hearing in Chapter 15 Case
AURORA CAPITAL: Voluntary Chapter 11 Case Summary

BAKER & TAYLOR: Moody's Hikes CFR/PDR to 'B3'; Outlook Stable
BAKERS FOOTWEAR: Has Interim Approval of Crystal Financial Loan
BAKERS FOOTWEAR: Proposes Protocol to Select Liquidation Agent
BAKERS FOOTWEAR: Sec. 341 Creditors' Meeting Set for Nov. 8
BERNARD L. MADOFF: Banks Want Suits Dismissed on Technicalities

BLUE COAT: Moody's Affirms 'B2' CFR; Rates Bank Facilities 'B2'
BOWLES SUB: To Present Plan for Confirmation on Nov. 20
BRAND ENERGY: Moody's Affirms B3 CFR/PDR; Rates Term Loan Caa2
BROADVIEW NETWORKS: Enters Into $25 Million Exit Financing
CASTLE ROCK: Case Summary & 5 Unsecured Creditors

CENTRAL COVENTRY FIRE: Could Be Forced to File Receivership
CIRCUS AND ELDORADO: Investigation Period Extended Until Dec. 15
COFFEYVILLE RESOURCES: S&P Affirms 'B+' Corporate Credit Rating
COMMUNITY TOWERS: To Present Plan for Confirmation Monday
CORNER INVESTMENT: Moody's Rates $180MM Senior Secured Loan 'B2'

CRAVEN PROPERTIES: Sec. 341 Creditors Meeting Slated for Oct. 10
CVR REFINING: Moody's Assigns 'Ba3' Rating to $500-Mil. Notes
DALLAS ROADSTER: Court Denies Motion to Modify Turnover Order
DALLAS ROADSTER: Motion to Modify Cash Collateral Order Denied
DEWEY & LEBOEUF: Inquiry Into Collapse Gains Steam

DIGITAL DOMAIN: Fired Workers Object to Bonuses
DIGITAL DOMAIN: Hiring Pachulski Stang as Bankruptcy Counsel
DIGITAL DOMAIN: Hiring Cassels Brock as Canadian Counsel
DIGITAL DOMAIN: Taps CWT as Counsel to Special Committee of Board
DIGITAL DOMAIN: Common Shares Delisted from NYSE

DYNEGY HOLDINGS: Carl Icahn Owns Less Than 1% Equity Stake
EASTGATE TOWER: Has Nod to Use Mortgage Lenders' Cash Collateral
EASTGATE TOWER: Court Confirms Prepackaged Liquidating Plan
EASTGATE TOWER: Hires Bryan Cave as General Bankruptcy Counsel
FLETCHER INT'L: Ex-Weil Partner Richard Davis Named Ch.11 Trustee

GAVILON GROUP: S&P Keeps 'BB' CCR on Watch on Improved Liquidity
GOLDEN TEMPLE: Hearing Continued on Bid for Exclusivity Extension
GREEN ENDEAVORS: Sadler Gibb Replaces Madsen as Accountant
HD SUPPLY: Moody's Affirms Caa1 CFR/PDR; Rates Sr. Notes Caa2
HD SUPPLY: S&P Affirms 'B' Corporate Credit Rating; Outlook Stable

HEALTHWAREHOUSE.COM INC: Inks Partnership Pact with MedImpact
HEARTLAND ECONOMIC: Case Summary & 4 Unsecured Creditors
HW HEARTLAND: Wants Access to Prepetition Lender's Cash Collateral
I-SHREE, INC.: Case Summary & 9 Unsecured Creditors
INDIANAPOLIS, IN: S&P Lowers Rating on Series 2011B Bonds to 'BB'

INVESTORS LENDING: Debtor/Committee Plan Outline Hearing on Friday
INTEGRATED FREIGHT: Sells Cross Creek and Triple C for $2
ISAACSON STEEL: Sues Passumpsic Bank to Recoup Funds
ISAACSON STEEL: Can Hire Verdolino & Lowey as Accountant
JENNE HILL: Wells Fargo Withdraws Property Valuation Request

JO-ANN STORES: Moody's Rates $325-Mil. Senior Notes 'Caa1'
JO-ANN STORES: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
JOHN L. SMITH: Deferred $600,000 Income Until After Season
K-V PHARMACEUTICAL: Can Employ Epiq as Administrative Agent
K-V PHARMACEUTICAL: Hires W&C as Litigation Counsel

K-V PHARMACEUTICAL: SNR Denton Hired for Medicaid Litigation
K-V PHARMACEUTICAL: Can Employ EY LLP as Tax Advisor
KOECKRITZ INTERNATIONAL: Case Summary & Creditors List
LANDMARK MEDICAL: Judge Approves Sale to Prime Healthcare
LM US: Moody's Assigns 'B3' Corp. Family Rating

LOCATION BASED TECH: AT&T Buys $880,000 of PF-886 Devices
LON MORRIS: Hiring Tranzon Auction to Market, Sell Property
LON MORRIS: Texas Nation's LOC Extended Until August 2013
LONGVIEW POWER: Moody's Lowers Secured Credit Rating to 'Caa2'
LPATH INC: Extends Effective Date of Stock Split to Oct. 8

LUCID INC: Enters Into Employment Pacts with CEO and CFO
LUCID INC: William Shea Discloses 6.5% Equity Stake
MACCO PROPERTIES: Court Denies Motion to Terminate Committee
MADISON HOTEL: Oct. 15 Hearing on 62 Madison's Plan Disclosures
MAKWA BUILDERS: Case Summary & 20 Largest Unsecured Creditors

MARKET STREET: Confirmation Hearing Continued Until Oct. 16
MMM HOLDINGS: S&P Rates $480MM Secured Debt Facility 'B+'
MONEY TREE: KCC's Employment as Claims Agent Terminated
MOOD MEDIA: Moody's Rates $350MM Sr. Unsecured Notes 'B3'
MOORE FREIGHT: PACCAR Wants to Repossess Tractors and Trailers

MOORE FREIGHT: Initial Case Conference Today in Nashville
MOORE FREIGHT: Has $6MM DIP Financing From Marquette Trans
MTS LAND: U.S. Bank Not Adequately Protected, Wants Stay Lifted
MUNICIPAL CORRECTIONS: Files List of Largest Unsecured Creditors
MUSCLEPHARM CORP: Amends 74.4 Million Common Shares Prospectus

NET ELEMENT: Kenges Rakishev Ceases to Own Common Shares
NETFLIX INC: Moody's Reviews Ba2 Corp. Family Rating for Downgrade
NORTHEAST ATLANTIC: Case Summary & 7 Unsecured Creditors
OCALA FUNDING: Close to Filing Lawsuit-Funded Plan
ODDYSSEY (IX): Gets Final Approval to Access to Cash Collateral

OXLEY DEVELOPMENT: U.S. Trustee Wants Chapter 11 Case Dismissed
PATRIOT COAL: Retired Miners Petition Bankruptcy Judge
PEAK 10: S&P Gives 'B' Corporate Credit Rating; Outlook Negative
PEAK RESORTS: Can Employ Riehlman as Real Estate Counsel
PEGASUS RURAL: Wants Plan Filing Exclusivity Until Dec. 9

PHOENIX GARDEN: Case Summary & 20 Largest Unsecured Creditors
PINNACLE AIRLINES: Oct. 16 Hearing on Bid to Reject Union Pacts
POTOMAC SUPPLY: Court Approves Employment of Keiter as Advisor
PROTEONOMIX INC: Sells 2.6 Million Shares to Investors
RADIENT PHARMACEUTICALS: Cancels Licensing Agreement with GCDx

RESERVE PRIMARY FUND: Lied About Losses on Lehman, Says SEC
RESOLUTE FOREST: S&P Hikes Rating on $850MM Secured Debt to 'BB'
RITZ CAMERA: U.S. Trustee Forms 6-Member Creditors Committee
RLD INC: Court Approves Stipulation on Cash Collateral
ROBERTS HOTELS: Wants to Obtain $1.5MM Loan from Bank of America

ROBERTS HOTELS: Motion to Assign Related Cases to One Judge Moot
ROSA'S MANAGEMENT: Case Summary & 18 Largest Unsecured Creditors
ROSETTA GENOMICS: Annual General Meeting Adjourned Until Oct. 12
RTW PROPERTIES: Wants 60-Day Plan Exclusivity Extension
SCC KYLE: Can Employ Hohman Taube as Bankruptcy Counsel

SCC KYLE: Files Schedules of Assets and Liabilities
SECUREALERT INC: Sapinda Holding Discloses 2.9% Equity Stake
SHOPPES OF LAKESIDE: Inks Stipulation to Revoke Confirmation Order
SNL FINANCIAL: Moody's Affirms 'B2' CFR; Rates New Facility 'B2'
SOUTHERN MONTANA: Chapter 11 Trustee Can Incur Credit Card Debt

SPECTRE PERFORMANCE: K&N Engineering Approved to Prosecute Claim
STILLWATER ASSET BACKED: Creditors Seek Chapter 11 Trustee
TARGETED MEDICAL: Ronald Rudolf Resigns as EVP of Finance, CFO
TAYLOR BEAN: Ocala Headquarters to Be Auctioned Off This Month
TENET HEALTHCARE: S&P Reinstates 'B+' Rating on $1BB Secured Notes

TOYS 'R' US: Moody's Says Initiatives Credit Positive
TRAINOR GLASS: Hearing on Plan Deadline Moved to Jan. 16
TRAINOR GLASS: Has Access to Cash Until January
TRANSDIGM INC: S&P Affirms 'B+' Corporate Credit Rating
US FUNDTECH: Refinancing No Impact on Moody's 'B2' CFR

VANN'S INC: GE Commercial OK'd to Conduct Appraisal of Collateral
VEY FINANCE: Court Denies Request for Relief of Automatic Stay
VIASPACE INC: Inks Giant King Grass Supply Pact with Tibbar
VIASPACE INC: Completes Separation with VIASPACE Green Energy
VIASPACE INC: Enters Into Recapitalization Agreement

VIKING CRUISES: S&P Gives 'B+' Corp. Credit Rating; Outlook Stable
VISICON SHAREHOLDERS: Ordered to Segregate Cash Collateral Fund
VISUALANT INC: Amends 7.6 Million Common Shares Prospectus
VYSTAR CORP: Adds Centrotrade President to Board of Directors
WALLDESIGN INC: Stipulation between Comerica and Committee Okayed

WALLDESIGN INC: Balks at Second Exclusivity Extension
WABNO HOSPITALITIES: Case Summary & 5 Unsecured Creditors
WEDCO MANUFACTURING: Voluntary Chapter 11 Case Summary
ZACKY FARMS: To Sell Assets While in Chapter 11

* Moody's Says Default Rates Lower Than Historical Averages
* Moody's Says U.S. Gaming Sector Covenants Most Stringent
* Junk Default Rate Rises Slightly, 'Distress' Down

* Lenders Not Required to File Claims for Full Amount Owed
* Retaliatory Discharge Subject to One-Year Damage Cap

* Recent Small-Dollar & Individual Chapter 11 Filings



                            *********

23 EAST 39: SLC2 OK'd to Foreclose; Exclusivity Terminated
----------------------------------------------------------
The Hon. Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York ordered that:

   1. the automatic stay imposed under Section 362 of the
      Bankruptcy Code is vacated to enable and to authorize SLC2
      Holdings LLC, as successor in interest to JPMorgan Chase
      Ban, to complete the foreclosure proceedings upon 23 East
      39th Street Developers LLC's real property at 23 East 39th
      Street, New York, New York;

   2. SLC2 Holdings' request to dismiss the Chapter 11 case of the
      Debtor is denied at the present time without prejudice to
      the rights of SLC2 Holdings to request that this portion of
      its motion be restored to the Court's calendar at a later
      date; and

   3. the Debtor's exclusive time to file a plan and to solicit
      acceptance to any plan is terminated, effective immediately.

As reported in the Troubled Company Reporter on July 2, 2012,
SLC2 Holdings asked the Court to dismiss the Debtor's case, or in
the alternative, vacate the automatic stay.  According to SLC2,
the case must be dismissed for cause, including for bad faith and
for the impermissible use of Chapter 11 as a litigation tactic to
gain leverage in a two-party mortgage foreclosure dispute.  SLC2
wanted the automatic stay vacated so that it can complete its
foreclosure sale based upon the Debtor's inability to provide
adequate protection, the lack of equity in the subject property
coupled with the fact that the property has no income, and the
Debtor's failure to pay real estate taxes for over two years all
pointing to the Debtor's dubious reorganization prospects.

The referee determined that $10,083,638 was owed to SLC2 as of
Dec. 29, 2011.  Interest at the default rate of 10.9% or $65,854 a
month continued to accrue until the Petition Date.

The U.S. Trustee for Region 2 had filed its own motion to dismiss
or convert the Debtor's case to one under Chapter 7 of the
Bankruptcy Code.  According to the U.S. Trustee:

   -- the Debtor is a corporation but has not retained counsel
      under Section 327 of the Bankruptcy Code;

   -- the Debtor has not filed its schedules or a statement of
      financial affairs even though the case is over one month
      old; and

   -- the Debtor's failure to file the appropriate pleadings
      represents a gross mismanagement of the estate.

                     About 23 East 39th Street

23 East 39th Street Developers LLC filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 12-11304) on March 30, 2012.  The Debtor
estimated assets and debts of $10 million to $50 million as of the
Chapter 11 filing.

According to a state court filing, the Debtor bought in October
2007 a building on 23 East 39th Street in Bronx, New York, from
entity 23 East 39th Street Management Corp.  Subsequent to the
sale, Management leased the property from the Debtor and
subsequently vacated the property in May 2008.  A June 2009 post
by http://www.loopnet.com/the building is/was available for sale
for $16.5 million.  The property has two luxury residential
dwellings in addition to five stories of commercial space.  The
six-story building has 11,649 square feet of space.

Judge Robert E. Gerber oversees the case.  James O. Guy, Esq., in
Clifton Park, New York, serves as counsel to the Debtor.


4KIDS ENTERTAINMENT: Bankruptcy Plan Pays 69 Cents to Shareholders
------------------------------------------------------------------
There's a hearing Oct. 30, 2012, at 2:00 p.m. to consider approval
of the disclosure statement explaining 4Kids Entertainment, Inc.,
et al.'s propose Chapter 11 reorganization plan.  Objections to
the adequacy of the information in the Disclosure Statement are
due Oct. 25.

In June, the Debtor obtained approval to sell the business for
$15 million to two buyers.  An affiliate of Tokyo-based Konami
Corp. is purchasing the licenses for the Yu-Gi-Oh! animated
television programs.  Kidsco Media Venture LLC, affiliated with
Saban Capital Group Inc., is buying the programming agreement with
the CW Network LLC.  The eventual sale represented a $3.2 million
improvement over the $11.8 million bid Saban made for all the
assets at auction.

The Plan contemplates, generally:

    * Payment in full, in cash, of administrative claims estimated
      to total $4.11 million, priority claims totaling $6,000,
      secured claims, other priority claims and general unsecured
      claims totaling $6.25 million;

    * Preservation of the parent's common stock;

    * Simplification of 4Kids' organizational chart, including the
      dissolution of certain Debtors;

    * Reinstatement of certain intercompany claims and certain
      intercompany interests; and

    * Discharge of all other claims without recovery and
      cancellation of all other interests.

Chikol Equities, Inc., the restructuring advisor, estimates the
Reorganized Debtors' enterprise value to be between $9.0 million
(or $0.65 per share) to $10.1 million (or $0.74 per share), with a
midpoint of $9.5 million (or $0.69 per share) as of Oct. 4, 2012.
Holders of 13,714,992 shares outstanding issued by 4Kids will
recover $0.69 per share under the Plan, compared with $0.24 per
share in a Chapter 7 liquidation.

Bill Rochelle, the bankruptcy columnist for Bloomberg News, says
4Kids is making good on a promise to emerge from Chapter 11 by
paying creditors in full and providing a distribution to
shareholders.  According to the report, 4Kids filed a liquidating
Chapter 11 plan on Oct. 5.

Bloomberg relates secured creditors were already fully paid.

The report notes the stock fell 4 cents Oct. 8 to 51 cents in
over-the-counter trading.

The report says Dec. 13 is the projected date for confirmation
hearing to approve the plan.

A copy of the disclosure statement is available for free at:

         http://bankrupt.com/misc/4_Kids_Plan_Outline.pdf

                     About 4Kids Entertainment

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

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

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

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

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

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


4KIDS ENTERTAINMENT: Michael Goldstein Resigns from Board
---------------------------------------------------------
4Kids Entertainment, Inc., announced that Michael Goldstein had
retired from his positions as interim chairman, as a member of the
company's board of directors, as chairman of the company's audit
committee and as a member of the company's nominating committee,
effective on Sept. 30, 2012.

                     About 4Kids Entertainment

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

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

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

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

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

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


A&S GROUP: Has Interim Authority to Use SunTrust Cash Collateral
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
entered, on Sept. 27, 2012, an interim consent order authorizing
A&S Group, Inc., to use cash collateral of SunTrust Bank, a
secured creditor of the Debtor, until Oct. 4, 2012 only.

Supplemental motions to approve use of cash collateral were filed
by the Debtor on Sept. 26 and on Sept. 27.  The hearing to
consider these motions was scheduled for Oct. 4, 2012, but rulings
on the motions have not been released.

The Debtor is indebted to Bank pursuant to commercial notes
executed by Debtor in favor of Bank: (i) revolver note dated July
14, 2011, in the original principal amount $3,500,000; and (ii)
term note dated Sept. 29, 2008, in the original principal amount
of $650,000.  As of Aug. 30, 2012, the outstanding unpaid balances
(principal, interest and late fees) on the revolver note and term
note was $3,559,506 and $312,143, respectively.  The notes are
secured by all of the assets of the Debtor.

                          About A&S Group

Tucker, Georgia-based A&S Group, Inc., aka A&S Marbel and Granite
Imports, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No.
12-72662) in Atlanta, on Sept. 9, 2012.  The Debtor is an importer
and distributor of decorative ceramic tile and mosaics, and
natural stone products, most of which are used for wall and floor
applications and counter and table tops in residential and
commercial properties.  The Debtor's customer base includes local,
regional and national retailers, home centers, developers and
retailers.

Judge Wendy L. Hagenau oversees the case.  The Law Office of A.
Keith Logue, Esq., serves as the Debtor's counsel.  The Debtor
estimated assets and debts of $10 million to $50 million.  The
petition was signed by Sami Durukan, president.


AFFORDABLE HOUSING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Affordable Housing of Indy, LLC
        745 Whitehall Place
        Carmel, IN 46033

Bankruptcy Case No.: 12-11803

Chapter 11 Petition Date: October 3, 2012

Court: U.S. Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: Anthony J. Metz, III

Debtor's Counsel: KC Cohen, Esq.
                  KC COHEN, LAWYER, PC
                  151 N. Delaware Street, Suite 1104
                  Indianapolis, IN 46204
                  Tel: (317) 715-1845
                  Fax: (317) 916-0406
                  E-mail: kc@esoft-legal.com

Scheduled Assets: $648,010

Scheduled Liabilities: $1,440,929

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/insb12-11803.pdf

The petition was signed by Sally Stein, managing member.


AMERICAN CANVAS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: American Canvas Company, LLC
        63 Route 125
        Kingston, NH 03848

Bankruptcy Case No.: 12-13093

Chapter 11 Petition Date: October 3, 2012

Court: U.S. Bankruptcy Court
       District of New Hampshire (Manchester)

Debtor's Counsel: Michael B. Feinman, Esq.
                  LAW OFFICES OF MICHAEL B. FEINMAN
                  23 Main Street
                  Andover, MA 01810
                  Tel: (978) 475-0080
                  Fax: (978) 475-0852
                  E-mail: mbf@feinmanlaw.com

Scheduled Assets: $229,200

Scheduled Liabilities: $1,330,479

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/nhb12-13093.pdf

The petition was signed by Travis R. McConnell, manager.


AMERIGROUP CORP: S&P Says 'BB+' Counterparty Rating Still on Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services said its 'BB+' long-term
counterparty credit rating on Amerigroup Corp. (AGP) remains on
CreditWatch with positive implications where it was initially
placed July 9, 2012, following WellPoint Inc.'s announcement that
it has entered into an agreement to acquire Amerigroup.

"The CreditWatch placement reflects Amerigroup's anticipated
acquisition by a higher-rated entity (WellPoint), which likely
will result in an upgrade by up to four notches," said Standard &
Poor's credit analyst Hema Singh. The company expects the
acquisition to close by year-end 2012.

"We will continue to monitor Amerigroup's operating performance
and financial condition, as well as discuss its capital structure
and role within the acquiring firm with WellPoint's management. We
expect Amerigroup's operating health plans to operate as wholly
owned subsidiaries of WellPoint. We expect to raise our rating on
Amerigroup by up to four notches to be consistent with our 'A-
/Stable/A-2' counterparty credit rating on WellPoint," S&P said.


ARCAPITA BANK: Creditors Committee Opposes More Exclusivity
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Arcapita Bank BSC is facing opposition from the
official creditors' committee to an extension of the bank's
exclusive right to propose a reorganization plan.  The committee
is also opposed to locking Arcapita into $150 million in financing
from Silver Point Finance LLC.

According to the report, the creditor panel said "the reality of
the case is bleak."  Arcapita, in the opinion of the committee, is
"trying to sell the potential upside in their assets" to investors
on terms "the committee believes are likely too favorable to those
investors to gain unsecured creditor approval."  The committee
wants the bank to find a new investor "immediately" or "move to
confirm a long overdue wind-down" liquidation plan.  The committee
also submitted papers opposing payment of an additional $400,000
in fees to Silver Point even before the lender is committed to
make a $150 million loan.  The creditors say there are other
lenders interested in making the loan on more favorable terms.

The report relates that the committee doesn't like how agreements
related to the fees would lock Arcapita into financing from Silver
Point.  They say Silver Point would be entitled to a $1.125
million breakup fee if Arcapita even negotiates with another
lender.  The committee proposes that the bankruptcy judge enlarge
the $500,000 in expense reimbursement for Silver Point rather than
lock the company and creditors into financing.  Arcapita said it
will propose a plan containing alternatives where the preferred
exit from bankruptcy requires obtaining a new equity investment.

The report notes that absent new money, the plan will provide for
what the bank calls a "managed disposition and distribution of the
debtors' assets."

                        About Arcapita Bank

Arcapita Bank B.S.C., also known as First Islamic Investment Bank
B.S.C., along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on
March 19, 2012.  The Debtors said they do not have the liquidity
necessary to repay a US$1.1 billion syndicated unsecured facility
when it comes due on March 28, 2012.

Falcon Gas Storage Company, Inc., later filed a Chapter 11
petition (Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012.
Falcon Gas is an indirect wholly owned subsidiary of Arcapita
that previously owned the natural gas storage business NorTex Gas
Storage Company LLC.  In early 2010, Alinda Natural Gas Storage
I, L.P. (n/k/a Tide Natural Gas Storage I, L.P.), Alinda Natural
Gas Storage II, L.P. (n/k/a Tide Natural Gas Storage II, L.P.)
acquired the stock of NorTex from Falcon Gas for $515 million.
Arcapita guaranteed certain of Falcon Gas' obligations under the
NorTex Purchase Agreement.

The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy
counsel, Linklaters LLP as corporate counsel, Towers & Hamlins
LLP as international counsel on Bahrain matters, Hatim S Zu'bi &
Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild
Inc. and financial advisor, and GCG Inc. as notice and claims
agent.

Milbank, Tweed, Hadley & McCloy LLP represents the Official
Committee of Unsecured Creditors.  Houlihan Lokey Capital, Inc.,
serves as its financial advisor and investment banker.

Founded in 1996, Arcapita is a global manager of Shari'ah-
compliant alternative investments and operates as an investment
bank.  Arcapita is not a domestic bank licensed in the United
States.  Arcapita is headquartered in Bahrain and is regulated
under an Islamic wholesale banking license issued by the Central
Bank of Bahrain.  The Arcapita Group employs 268 people and has
offices in Atlanta, London, Hong Kong and Singapore in addition
to its Bahrain headquarters.  The Arcapita Group's principal
activities include investing on its own account and providing
investment opportunities to third-party investors in conformity
with Islamic Shari'ah rules and principles.

The Arcapita Group has roughly US$7 billion in assets under
management.  On a consolidated basis, the Arcapita Group owns
assets valued at roughly US$3.06 billion and has liabilities of
roughly US$2.55 billion.  The Debtors owe US$96.7 million under
two secured facilities made available by Standard Chartered Bank.

Arcapita explored out-of-court restructuring scenarios but was
unable to achieve 100% lender consent required to effectuate the
terms of an out-of-court restructuring.

Subsequent to the Chapter 11 filing, Arcapita Investment Holdings
Limited, a wholly owned Debtor subsidiary of Arcapita in the
Cayman Islands, issued a summons seeking ancillary relief from
the Grand Court of the Cayman Islands with a view to facilitating
the Chapter 11 cases.  AIHL sought the appointment of Zolfo
Cooper as provisional liquidator.


ASTANA-FINANCE: Nov. 2 Hearing in Chapter 15 Case
-------------------------------------------------
The U.S. Bankruptcy Court in Manhattan will hold a hearing Nov. 2,
2012, at 10:00 a.m. on the Petition Under Chapter 15 for
Recognition of Foreign Proceeding and Motion for Permanent
Injunction filed on behalf of JSC "Astana-Finance".

JSC "Astana Finance", a financial-services company based in
Kazakhstan, is seeking court protection from its U.S. creditors
while it carries out its $1.9 billion restructuring plan in
Kazakhstan.  AF seeks recognition of pending proceedings before
the specialized financial court of Almaty, Kazakhstan, as "foreign
main proceeding".

Marat Duysenbekovich Aitenov, as foreign representative, signed a
Chapter 15 bankruptcy petition (Bankr. S.D.N.Y. Case No. 12-4113).
The petition was filed Oct. 1, 2012.  The Debtor is estimated to
have at least $500 million in assets and at least $1 billion in
liabilities.

Bankruptcy Judge Allan L. Gropper oversees the Chapter 15 case.
Alex R. Rovira, Esq., at Sidley Austin LLP, represents the Foreign
Representative as counsel.

AF was established as a Kazakhstan government funded body on
Dec. 18, 1997, as the State Enterprise Fund of Economic and Social
Development of Akmola Special Economic Zone in accordance with the
law of Kazakhstan in Astana, Kazakhstan by a decision of the
Administrative Council of Akmola Special Economic Zone.  AF now
acts primarily as the parent company for a group of companies
providing banking and financial services, including a Kazakhstan
bank, JSC Bank Astana Finance.

AF said in court filings that its financial position suffered both
directly and indirectly as a result of the global financial
crisis.  Specifically, the global financial crisis had a negative
impact on the ability of borrowers to repay loans made by AF and
its subsidiaries and on the prices of residential and commercial
real estate in Kazakhstan over which such loans are secured.  As
of Dec. 31, 2009, 62.9% of the loan portfolio of AF's group of
companies was comprised of loans for real estate development and
construction and retail mortgage loans.  In addition, the global
capital markets suffered severe reductions in liquidity, greater
volatility and general widening of spreads which resulted in a
significantly reduced availability of funding for Kazakhstan
borrowers such as AF.

As a consequence of the negative impact on AF of these events, on
several occasions between 2009 and 2011 the credit ratings of AF
were downgraded and were eventually withdrawn in 2011, and AF's
shares were delisted from the Kazakhstan Stock Exchange in October
2010.

AF has submitted a plan that sets out the terms and procedures for
the restructuring and/or cancellation of the indebtedness and
indebtedness guarantees of AF and its subsidiaries.  The principal
amount of indebtedness to be restructured was approximately $1.9
billion (such amount subject to change because of disputed claims
which are in the process of independent adjudication pursuant to,
and in accordance with, the restructuring plan). Claim forms for
the bulk of the debt were submitted.  Only approximately 15% of
the value of the debt was not covered by claim forms, but the debt
will be discharged and cancelled in accordance with the terms of
the restructuring plan.

AF has creditors in the United States: (i) the Export-Import Bank
of the United States, an export credit agency; (ii) certain
beneficial owners of notes privately placed inside and outside the
United States; and (iii) certain holders of notes placed
exclusively outside the United States pursuant to Regulation S
only who subsequently purchased Eurobonds in the secondary market.


AURORA CAPITAL: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Aurora Capital Partners, LLC
        dba Aurora Womens Fitness
        734 Grand Avenue
        Ridgefield, NJ 07657

Bankruptcy Case No.: 12-34250

Chapter 11 Petition Date: October 3, 2012

Court: U.S. Bankruptcy Court
       District of New Jersey (Newark)

Judge: Rosemary Gambardella

Debtor's Counsel: Jeffrey A. Cooper, Esq.
                  CARELLA, BRYNE, BAIN, GILFILLAN, CECCHI, P.C.
                  5 Becker Farm Road
                  Roseland, NJ 07068-1735
                  Tel: (973) 994-1700
                  E-mail: JCooper@carellabyrne.com

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

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

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

The petition was signed by Vito Valentini, general manager.


BAKER & TAYLOR: Moody's Hikes CFR/PDR to 'B3'; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service upgraded Baker & Taylor Acquisitions
Corp.'s corporate family rating and probability of default rating
to B3 from Caa1. At the same time, Moody's affirmed the Ba3 rating
on the senior secured asset-based revolving credit facility due
2016, the B1 rating on the last out tranche senior secured tranche
due 2016, and the B3 rating on the senior secured second lien
notes due 2017. The ratings outlook is stable.

This action concludes the review for possible upgrade that was
initiated on September 19, 2012. In that press release Moody's
stated that timely completion of the then proposed refinancing
would likely result in an upgrade of the corporate family rating.
The rating upgrade reflects Baker & Taylor's improved liquidity
and debt maturity profile following completion of the refinancing.

Baker & Taylor Acquisition Corp.

Ratings upgraded:

  Corporate family rating to B3 from Caa1

  Probability of default rating to B3 from Caa1

Ratings affirmed:

  $245 million senior secured asset-based revolving credit
  facility due 2016 at Ba3 (LGD2, 14%)

  $49.625 million last out senior secured tranche due 2016 at B1
  (LGD3, 30%). Point estimate revised from (LGD2, 29%)

  $145.375 million senior secured second lien notes due 2017 at B3
  (LGD3, 44%) Point estimate revised from (LGD3, 43%)

Ratings Rationale

Baker & Taylor's B3 rating captures its high financial leverage
with debt to EBITDA close to 6.0 times and material business
risks, including pressure on the library & education business due
to reduced funding for public libraries, soft demand trends in the
retail business, structural changes to the industry with the shift
in consumer preference towards digital books, and some customer
concentration. However, the rating considers the company's
business position as a large-scale book distributor, significant
market presence in public and academic libraries, expectations for
positive free cash flow generation, and the relative stability of
its operating profit.

The stable outlook reflects Moody's opinion that Baker & Taylor's
will at least sustain current levels of profitability and generate
positive free cash flow that will be applied to debt reduction.

Moody's could downgrade the ratings if there is an accelerated
decline in revenues which leads to reduced profitability such that
debt to EBITDA is sustained above 6.0 times and/or EBITDA less
capex to interest falls below 1.0 times.

Moody's could upgrade the ratings if Baker & Taylor organically
grows its revenue and profitability such that debt to EBITDA is
sustained below 4.0 times and EBITDA less capex to interest
exceeds 2.0 times.

The principal methodology used in rating Baker & Taylor
Acquisitions Corp was the Global Distribution & Supply Chain
Services Industry Methodology published in November 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.

Headquartered in Charlotte, North Carolina, Baker & Taylor
Acquisitions Corp. is a leading distributor of books and
entertainment products to the retail and library and education
markets. The company reported sales of approximately $1.6 billion
for the fiscal-year ended June 29, 2012.


BAKERS FOOTWEAR: Has Interim Approval of Crystal Financial Loan
---------------------------------------------------------------
Bakers Footwear Group, Inc., at an Oct. 4 hearing in bankruptcy
court in St. Louis, Missouri, sought and obtained an interim order
authorizing it to borrow up to $6,000,000 in postpetition
financing pursuant to a Senior Secured, Super-Priority Debtor-in-
Possession Credit Agreement with Crystal Financial LLC, as
Administrative Agent, Collateral Agent, and as Lender and secured
party.

Bakers has arranged up to $22 million in DIP financing.  Bakers
may use the DIP loans to fund day-to-day operations and working
capital needs; and roll up all of the outstanding prepetition
amounts under the Prepetition Revolving Credit Loan Agreement with
Crystal Financial.

Crystal Financial is also the Administrative Agent, Collateral
Agent, and Lender and secured party under a Credit Agreement,
dated June 13, 2012.  The Debtor entered into a $30 million credit
facility with Crystal Financial, which replaced a $30 million
credit facility with Bank of America, N.A.  As of Oct. 1, 2012,
the unpaid principal balance owing under the Pre-Petition Secured
Credit Facility was $15,976,224.

Prior losses and recent lower than planned sales have placed
increased pressure on the Company's liquidity position and
resulted in the Company's default under its senior credit
facility.  Fiscal year 2012 comparable-store sales have decreased
5.9% (through Aug. 25, 2012), placing increased pressure on the
Debtor's liquidity position.

Pursuant to the Interim Order, Bakers is also permitted to use
cash collateral securing its obligations to the prepetition
lenders.

The Interim Order provides that the DIP Liens are subordinate only
to (a) allowed administrative expenses pursuant to 28 U.S.C.
Section 1930(a)(6) for fees required to be paid to the Clerk of
the Court and to the Office of the United States Trustee; and (b)
professional fees of, and costs and expenses incurred by,
professionals or professional firms retained by the Debtor and of
any official committee appointed in the case, in an aggregate
amount not to exceed the sum of (x) $150,000 with respect to
professionals or professional firms retained by the Debtor (in
addition to any retainers held by such professional firms on the
Petition Date, and (y) $200,000 with respect to professionals or
professional firms retained by the Committee and out-of-pocket
costs and expenses incurred by members of the Committee.

All DIP Obligations will be immediately due and payable and all
authority to use the proceeds of the DIP Facility and the Cash
Collateral will cease on the earliest to occur of:

     (a) the date that is six months after the closing date;

     (b) the date on which the maturity of the DIP Obligations is
         accelerated and the commitments under the DIP Facility
         have been irrevocably terminated as a result of the
         occurrence of an Event of Default in accordance with the
         DIP Credit Agreement;

     (c) the failure of the Debtor to obtain entry of the Final
         Order on or before the date which is 30 days after the
         Closing Date;

     (d) the closing of a sale of all or substantially all of the
         assets of the Borrower pursuant to the provisions of
         Section 363 of the Bankruptcy Code; or

     (e) the effective date of a chapter 11 plan.

The Court will hold a Final Hearing on the DIP loan on Oct. 31,
2012 at 10:00 a.m. (Prevailing Central Time).  Objections are due
Oct. 26.

                       About Bakers Footwear

Bakers Footwear Group Inc., a mall-based retailer of shoes for
young women, filed for bankruptcy protection (Bankr. E.D. Mo. Case
No. 12-49658) in St. Louis on Oct. 3, 2012, after announcing a
plan to close stores and reduce costs.

Bakers was founded in St. Louis in 1926 as Weiss-Kraemer, Inc.,
later renamed Weiss and Neuman Shoe Co., a regional chain of
footwear stores.  In 1997, Bakers was acquired principally by its
current chief executive officer, Peter Edison, who had previously
served in various senior management positions at Edison Brothers
Stores Inc.  In June 1999, Bakers purchased selected assets of the
"Bakers" and "Wild Pair" footwear retailing chains from the
bankruptcy estate of Edison Brothers.  The "Bakers" footwear
retailing chain was founded in 1924 and is the third-oldest soft
goods retail concept still in operation in the United States.

In February 2001, the Debtor changed its name to Bakers Footwear
Group, Inc.  In February 2004, Bakers conducted an initial public
offering of its common stock.  Bakers' common stock is quoted
under the ticker symbol "BKRS" on the, the OTC Markets Group's
quotation platform.

Bankruptcy Judge Charles E. Rendlen III presides over the case.
Brian C. Walsh, Esq., David M. Unseth, Esq., and Laura Uberti
Hughes, Esq., at Bryan Cave LLP, serve as the Debtor's counsel.
Alliance Management serves as financial and restructuring
advisors.  Donlin, Recano & Company, Inc., serves as claims agent.
The petition was signed by Peter A. Edison, chief executive
officer and president.

As of the Petition Date, Bakers operates roughly 215 stores
nationwide.  The Company's balance sheet at April 28, 2012, showed
$41.90 million in total assets, $59.49 million in total
liabilities and a $17.59 million total shareholders' deficit.

Counsel for Crystal Financial, the DIP Lender, are:

          Donald E. Rothman, Esq.
          RIEMER & BRAUNSTEIN LLP
          Three Center Plaza
          Boston, MA 02108
          Fax: (617) 880-3456
          E-mail: drothman@riemerlaw.com

               - and -

          Lisa Epps Dade, Esq.
          SPENCER, FANE, BRITT & BROWN, LLP
          1000 Walnut Street, Suite 1400
          Kansas City, MO 64106-6214
          Fax: (816) 474-3216
          E-mail: leppsdade@spencerfane.com


BAKERS FOOTWEAR: Proposes Protocol to Select Liquidation Agent
--------------------------------------------------------------
As part of its restructuring strategy, Bakers Footwear Group,
Inc., has entered into a sale and assignment of leases and certain
other assets for up to 52 stores to Aldo U.S., Inc., for up to
$6.375 million in cash, which is intended to close in three stages
from January 2013 through June 2013, conditioned upon obtaining
landlord and other consents.  Bakers also intends to close 55
other stores through the expiration of leases, agreements with
landlords, or otherwise, and liquidate inventory at the affected
stores.

Bakers and Aldo each contemplated that the Debtor would conduct
store-closing sales before the effective date of the assignment of
any lease to Aldo, so that Aldo would be able to stock the stores
with its own merchandise following the assignment.

Bakers intends to request proposals from the national liquidation
firms that the Debtor believes have the experience and financial
wherewithal to conduct the sale.  Potential bidders will be
provided access to a data room upon execution of a satisfactory
non-disclosure agreement and will be permitted to visit a certain
number of the Closing Stores.

The Debtor will request that the liquidation firms submit bids --
or so-called Agency Agreement -- for the Sale, which will commence
Nov. 9, 2012 and conclude Dec. 31, 2012.

In this regard, Bakers filed papers in Court seeking approval of
procedures to govern the selection of an Agent from among the
firms submitting bids.

Bakers has filed a proposed Agency Agreement with the Court.
Bakers proposed that the liquidating agent pay Agent will pay the
Debtor (i) a percentage of the retail price of the merchandise
included in the Sale, (ii) a percentage of Sale proceeds, net of
expenses, above a certain threshold, and (iii) a percentage of the
value of Augmented Goods included in the sale by the Agent.  The
amounts will be determined in competitive bidding among the
interested liquidation firms and included in the final form of
Agency Agreement submitted to the Court for approval.

During the Sale, the Agent will be responsible for a variety of
operating expenses of the Closing Stores, including occupancy
expenses, payroll (including retention bonuses for Store
employees), and other expenses.

The Agent must provide two letters of credit for the benefit of
the Debtor and its lender, one to secure the unpaid portion of the
guaranteed price and another to secure the Agent's obligation to
pay or reimburse the Debtor for the expenses.

Bidders will be asked to submit offers to conduct the Sale at the
Closing Stores and, in the alternative, at all of the Debtor's
retail locations.  The Debtor reserves the right to conduct the
Sale in either configuration, depending on the status of the
Debtor's reorganization efforts.

Interested bidders must submit their bids to the Debtor and its
counsel no later than Oct. 15, 2012.

On or before Oct. 22, the Debtor, in consultation with the Lender
and the Official Committee of Unsecured Creditors, will review the
Qualified Bids and determine which appear to be the most favorable
to the Debtor's estate in each of two scenarios: (i) for the
conduct of Sale at the Closing Stores, and (ii) for the conduct of
Sale at all of the Debtor's retail locations.  The Debtor will
make reasonable efforts to designate bids from a single Interested
Bidder as the Closing Store Stalking-Horse Bid and the Contingency
Stalking-Horse Bid, but the Debtor will have the right to
designate bids from different Interested Bidders.  The Debtor may,
but need not, negotiate with the Interested Bidders to improve the
terms of their bids before selecting the Closing Store Stalking-
Horse Bid and the Contingency Stalking-Horse Bid.

The Debtor may include in the Closing Store Stalking-Horse Bid
and/or the Contingency Stalking-Horse Bid provisions for expense
reimbursement and/or a break-up fee in amounts to be determined by
the Debtor, with the consent of the Lender, but in no event will a
break-up fee exceed 3% of the Guaranteed Amount.

On or before Nov. 3, 2012, the Debtor will notify the parties that
have submitted Qualified Bids whether an auction will be conducted
on the basis of the Closing Store Stalking-Horse Bid or the
Contingency Stalking-Horse Bid.

Any auction will be held at the offices of Bryan Cave LLP in St.
Louis beginning at 9:00 a.m. on Nov. 5.  Any overbid at the
auction must exceed the Stalking-Horse Bid by at least (i) the
amount of any expense reimbursement and/or break-up fee in the
Stalking-Horse Bid, plus (ii) $100,000.

The Debtor also has asked the Court to consider approval of the
Agency Agreement and the Sale on or before Nov. 7.  Objections
relating solely to the conduct of the Auction or the identity of
the selected Agent must be filed no later than Oct. 31.

                       About Bakers Footwear

Bakers Footwear Group Inc., a mall-based retailer of shoes for
young women, filed for bankruptcy protection (Bankr. E.D. Mo. Case
No. 12-49658) in St. Louis on Oct. 3, 2012, after announcing a
plan to close stores and reduce costs.

Bakers was founded in St. Louis in 1926 as Weiss-Kraemer, Inc.,
later renamed Weiss and Neuman Shoe Co., a regional chain of
footwear stores.  In 1997, Bakers was acquired principally by its
current chief executive officer, Peter Edison, who had previously
served in various senior management positions at Edison Brothers
Stores Inc.  In June 1999, Bakers purchased selected assets of the
"Bakers" and "Wild Pair" footwear retailing chains from the
bankruptcy estate of Edison Brothers.  The "Bakers" footwear
retailing chain was founded in 1924 and is the third-oldest soft
goods retail concept still in operation in the United States.

In February 2001, the Debtor changed its name to Bakers Footwear
Group, Inc.  In February 2004, Bakers conducted an initial public
offering of its common stock.  Bakers' common stock is quoted
under the ticker symbol "BKRS" on the, the OTC Markets Group's
quotation platform.

As of the Petition Date, Bakers operates roughly 215 stores
nationwide.

Bankruptcy Judge Charles E. Rendlen III presides over the case.
Brian C. Walsh, Esq., David M. Unseth, Esq., and Laura Uberti
Hughes, Esq., at Bryan Cave LLP, serve as the Debtor's counsel.
Alliance Management serves as financial and restructuring
advisors.  Donlin, Recano & Company, Inc., serves as claims agent.
The petition was signed by Peter A. Edison, chief executive
officer and president.

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

Counsel for Crystal Financial, the DIP Lender, are Donald E.
Rothman, Esq., at Riemer & Braunstein LLP; and Lisa Epps Dade,
Esq., at Spencer, Fane, Britt & Brown, LLP.


BAKERS FOOTWEAR: Sec. 341 Creditors' Meeting Set for Nov. 8
-----------------------------------------------------------
Paul A. Randolph, the Assistant U.S. Trustee in St. Louis,
Missouri, said a Meeting of Creditors of Bakers Footwear Group,
Inc., pursuant to 11 U.S.C. Sec. 341 will be held on Nov. 8, 2012,
at 10:00 a.m.  The meeting will be held at the Thomas F. Eagleton
U.S. Courthouse, 111 South 10th Street, Room 22.304 (Multipurpose
Room), in St. Louis.

                       About Bakers Footwear

Bakers Footwear Group Inc., a mall-based retailer of shoes for
young women, filed for bankruptcy protection (Bankr. E.D. Mo. Case
No. 12-49658) in St. Louis on Oct. 3, 2012, after announcing a
plan to close stores and reduce costs.

Bakers was founded in St. Louis in 1926 as Weiss-Kraemer, Inc.,
later renamed Weiss and Neuman Shoe Co., a regional chain of
footwear stores.  In 1997, Bakers was acquired principally by its
current chief executive officer, Peter Edison, who had previously
served in various senior management positions at Edison Brothers
Stores Inc.  In June 1999, Bakers purchased selected assets of the
"Bakers" and "Wild Pair" footwear retailing chains from the
bankruptcy estate of Edison Brothers.  The "Bakers" footwear
retailing chain was founded in 1924 and is the third-oldest soft
goods retail concept still in operation in the United States.

In February 2001, the Debtor changed its name to Bakers Footwear
Group, Inc.  In February 2004, Bakers conducted an initial public
offering of its common stock.  Bakers' common stock is quoted
under the ticker symbol "BKRS" on the, the OTC Markets Group's
quotation platform.

As of the Petition Date, Bakers operates roughly 215 stores
nationwide.

Bankruptcy Judge Charles E. Rendlen III presides over the case.
Brian C. Walsh, Esq., David M. Unseth, Esq., and Laura Uberti
Hughes, Esq., at Bryan Cave LLP, serve as the Debtor's counsel.
Alliance Management serves as financial and restructuring
advisors.  Donlin, Recano & Company, Inc., serves as claims agent.
The petition was signed by Peter A. Edison, chief executive
officer and president.

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

Counsel for Crystal Financial, the DIP Lender, are Donald E.
Rothman, Esq., at Riemer & Braunstein LLP; and Lisa Epps Dade,
Esq., at Spencer, Fane, Britt & Brown, LLP.


BERNARD L. MADOFF: Banks Want Suits Dismissed on Technicalities
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that 42 lawsuits filed by the trustee for Bernard L.
Madoff Investment Securities Inc. will be dismissed if U.S.
District Judge Jed Rakoff buys into arguments made late last week
by some of the world's most-prominent financial institutions.

According to the report, the banks are all being sued as so-called
subsequent recipients of payments Madoff initially made to feeder
funds like Fairfield Sentry Ltd. and Kingate Global Fund Ltd.
Madoff trustee Irving Picard believes the money represents stolen
property and must be returned regardless of whether the banks knew
there was fraud.  The issues will be argued in Judge Rakoff's
court on Nov. 30.  The banks seeking dismissal include affiliates
of Citibank NA, Barclays Bank Plc, Credit Suisse Group AG and
Credit Agricole SA.

The report relates that Judge Rakoff took several threshold
questions away from the bankruptcy judge, saying they were
appropriate for ruling from a district judge, not a bankruptcy
judge.  One of the lawsuits involves $329.7 million first given to
Fairfield Sentry and Kingate, to be transferred later to some of
the bank defendants.  Judge Rakoff will decide questions revolving
around the liability of subsequent transferees of stolen property.

The report notes that the banks contend, for instance, that the
lawsuit should be dismissed outright because Mr. Picard settled
with Fairfield.  As a result of the settlement, Mr. Picard will
never win a judgment against Fairfield voiding the initial
transfers.  The banks believe the plain language of the statute
requires a judgment against Fairfield before a subsequent
recipient can be directed to return stolen property.  The banks
also say the suits are barred because they weren't filed within
two years of the Madoff bankruptcy.

The report relays Mr. Picard will file his papers on Nov. 2. The
banks can file a final set of papers on Nov. 16.  The subsequent
transferee issues are among many Judge Rakoff will decide or
previously decided.  Some are already on appeal.

                      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.


BLUE COAT: Moody's Affirms 'B2' CFR; Rates Bank Facilities 'B2'
---------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Blue Coat
Systems, Inc.'s proposed senior secured credit facilities
comprising a $25 million revolving credit facility and a $500
million first lien term loan facility. Moody's also affirmed Blue
Coat's B2 Corporate Family Rating (CFR) and revised its
Probability of Default Rating (PDR) to B3, from B2. The company
plans to use net proceeds from the new first lien term loans to
refinance its existing first and second lien credit facilities.
Moody's will withdraw the ratings for Blue Coat's existing credit
facilities at the close of the proposed transaction and upon full
repayment of the outstanding borrowings under the facilities. The
outlook for ratings is stable.

Ratings Rationale

The proposed refinancing will modestly increase Blue Coat's debt
but is expected to result in lower interest expense. The
affirmation of Blue Coat's B2 CFR reflects the company's progress
in stabilizing product revenues and improving profitability. As a
result, Moody's expects Blue Coat's leverage to decline toward
4.5x (Moody's adjusted) in the next 12 months and that the company
should produce free cash flow of about 8% to 10% of total adjusted
debt over this period.

The B2 CFR reflects Blue Coat's high leverage of approximately
5.0x (Total debt to LTM July 2012 EBITDA, incorporating Moody's
standard analytical adjustments and excluding certain non-
recurring expenses), its small operating scale and narrow product
concentration within the enterprise IT security infrastructure
market. However, the risks are mitigated by the good market
position of Blue Coat's products in the Secure Web Gateway and WAN
Acceleration market sub-segments and the company's large and
diverse installed base of enterprise customers. The rating
benefits from the predictability of Blue Coat's revenues as it
derives a substantial portion of its revenues from maintenance and
support agreements, and the company's track record of high
customer renewal rates, especially among its larger enterprise
customers.

Although Moody's expects Blue Coat's leverage to decline as a
result of EBITDA growth, the rating incorporates the potential for
increases in leverage resulting from shareholder-friendly
financial policies under its financial sponsors.

The stable ratings outlook reflects Moody's expectations that Blue
Coat will maintain good liquidity, grow revenues and produce
stable free cash flow in the high single digit percentages of
total debt in the next 12 months.

Upward rating pressure could occur if Blue Coat were to
demonstrate organic revenue growth consistent with historical
double digit rates, and if Moody's believes the company could
sustain free cash flow to debt of at least 15% and adjusted debt
to EBITDA of less than 4.5x.

Ratings could be downgraded if Blue Coat's total debt to EBITDA
leverage is expected to increase above 7.0x, the company's
liquidity or profitability deteriorates, or it pursues aggressive
financial policies.

Moody's has taken the following rating actions:

Issuer: Blue Coat Systems, Inc.

     $25 million Senior Secured Revolving Credit Facility due 2017
     -- Assigned, B2, (LGD3, 33%)

     $500 million Senior Secured First Lien Term Loan due 2018 --
     Assigned, B2, (LGD3, 33%)

     Corporate Family Rating -- Affirmed, B2

     Probability of Default Rating -- Downgraded to B3, from B2

     $25 million Senior Secured Revolving Credit Facility --
     Affirmed, B1 (LGD3, 36%), to be withdrawn

     $360 million Senior Secured First Lien Term Loan -- Affirmed,
     B1 (LGD3, 36%), to be withdrawn

     $115 million Senior Secured Second Lien Term Loan --
     Affirmed, Caa1 (LGD5, 87%), to be withdrawn

Outlook -- Stable

The principal methodology used in rating Blue Coat Systems, Inc
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.

Headquartered in Sunnyvale, CA, Blue Coat Systems, Inc., is a
leading provider of Internet security and wide area network
acceleration solutions that permit enterprises to secure and
optimize their IT networks. Blue Coat reported $420 million in
revenues in the last twelve months ended July 2012.


BOWLES SUB: To Present Plan for Confirmation on Nov. 20
-------------------------------------------------------
Bowles Sub Parcel A, LLC, and Fenton Sub Parcel A, LLC, will seek
confirmation of a Chapter 11 plan on Nov. 20, 2012 at 1:00 p.m.
Objections to confirmation are due seven days prior to the
hearing, and the objections to discharge are due Nov. 20,
according to the order approving the explanatory disclosure
statement.

The Plan anticipates that all property of the estate will be
vested in the Reorganized Debtors.  Wells Fargo Bank, N.A., a
trustee for holders of $8.86 million in mortgage debt, will be
paid in full from the income generated by the operation of the
"Pool A Properties" or from the proceeds of the sale of the
properties.  Steven B. Hoyt's loan to the properties will be
treated as an unsecured claim.  Holders of unsecured claims
totaling $814,000 will receive up to 100% of their claims, with
interest, from distributions from excess cash generated by
postpetition operations and from the sale(s) or refinancing and
operations after the Lender is paid in full.  The owners will
retain their equity interests.

A copy of the latest disclosure statement submitted prior to the
disclosure statement hearing is available for free at:

     http://bankrupt.com/misc/Bowles_Sub_DS_092812.pdf

                 About StoneArch II/WCSE Entities

StoneArch II/WCSE Minneapolis Industrial LLC in 2007 acquired
various limited liability companies, which in turn owned 27
industrial multi-tenant properties located in Minneapolis/St. Paul
in Minnesota.  The properties were divided into four separate
pools: A, B, C, and D.

Fenton Sub Parcel D LLC and Bowles Sub Parcel D LLC, which jointly
own the properties in pool D, sought Chapter 11 protection (Bankr.
D. Minn. Case Nos. 11-44430 and 11-44434) on June 29, 2011.  A
Chapter 11 plan has been filed for the pool D debtors.  The plan,
if approved, would allow the existing owners to maintain operation
of the properties.

Bowles Sub Parcel A, LLC, and five other entities, which jointly
own parcels A, B and C, filed for Chapter 11 protection (Bankr. D.
Minn. Case Nos. 12-42765, 12-42768, 12-42769, 12-42770, 12-42772,
and 12-42774) on May 8, 2012.  Each of the May 8 Debtors estimated
$10 million to $50 million in assets.  Bowles Sub A disclosed
$11,442,268 in assets and $9,716,342 in liabilities as of the
Chapter 11 filing.

The other May 8 debtors are Fenton Sub Parcel A, LLC, Bowles Sub
Parcel B, LLC, Fenton Sub Parcel B, LLC, Bowles Sub Parcel C, LLC,
and Fenton Sub Parcel C, LLC.

Judge Nancy C. Dreher oversees the May 8 Debtors' cases, taking
over from Judge Gregory F. Kishel.

The May 8 Debtors tapped Lapp Libra Thomson Stoebner & Pusch as
counsel.  Steven B. Hoyt, as chief manager, signed the Chapter 11
petitions.


BRAND ENERGY: Moody's Affirms B3 CFR/PDR; Rates Term Loan Caa2
--------------------------------------------------------------
Moody's Investors Service affirmed the B3 corporate family rating
and B3 probability of default rating of Brand Energy &
Infrastructure Services, Inc. and assigned a Caa2 rating to
Brand's proposed 2nd lien senior secured term loan. Proceeds from
this term loan and the previously announced new 1st lien term loan
and cash on hand will be used to refinance the company's entire
capital structure and to pay related interest, fees and expenses.
Once the proposed credit facilities are in place the nearest
maturity will be 2017 when the revolving credit facility matures.
The rating outlook is stable.

The following ratings/assessments were affected by this action:

Corporate Family Rating affirmed at B3;

Probability of Default Rating affirmed at B3;

1st Lien Sr. Secured Revolving Credit Facility due 2017 affirmed
at B2 (LGD3, 38%);

1st Lien Sr. Secured LC Facility due 2018 affirmed at B2 (LGD3,
38%);

1st Lien Sr. Secured Term Loan due 2018 affirmed at B2 (LGD3,
38%); and,

2nd Lien Sr. Secured Term Loan due 2019 rated Caa2 (LGD5, 88%).

Ratings Rationale

The Caa2 assigned to the proposed second lien term loan is two
notches below the corporate family rating and reflects its
position as the most junior debt in Brand's capital structure. It
will have terms and conditions that are similar to the company's
existing second lien term loan, and is secured by the same
collateral as the first lien credit facilities, except on a second
lien basis. Brand's significant domestic subsidiaries will provide
upstream guarantees as well. There is no amortization, but a
bullet payment due at maturity in late 2019.

Brand's B3 Corporate Family Rating remains constrained by its
highly leveraged capital structure. Following the proposed
recapitalization of its entire debt structure, pro forma debt-to-
EBITDA for the 12 months ended June 30, 2012 will improve to about
6.4 times from 6.6 times. However, interest coverage defined as
(EBITDA-CAPEX)-to-interest expense will deteriorate to slightly
below 1.2 times from 1.4 times for the same period (all ratios
incorporate Moody's standard adjustments). Although total balance
sheet debt is moderately decreasing, the proposed credit
facilities are being financed at higher interest rates relative to
the company's existing revolver and term loans. Interest rates
will be higher under these new agreements, resulting in increased
annual interest expense related to the facilities of approximately
$19 million, but this increase should be offset with the maturity
of the company's interest rate swap agreements (one remaining
maturity in February 2013). Nevertheless, the large amount of
balance sheet debt to be serviced limits Brand's ability to
generate meaningful levels of earnings and free cash flow.
However, Moody's recognizes Brand's operational improvement and
expansion across key end markets driven by increased customer
spending and share gains. Moody's also anticipates the company
should benefit from capital project wins in the refining and
chemical end markets, the main drivers of Brand's revenues.

Positive rating actions could ensue if Brand demonstrates that its
recent operational improvement is sustainable and that it can
generate significant levels of operating earnings and free cash
flow. Debt-to-EBITDA trending towards 5.5 times or (EBITDA-CAPEX)-
to-interest expense sustained above 2.0 times (all ratios
incorporate Moody's standard adjustments) could result in upwards
ratings movement.

Negative rating pressures could result from Brand's liquidity
profile becoming constrained or its financial performance
deteriorating such that debt-to-EBITDA nears 7.0 times or (EBITDA-
CAPEX)-to-interest expense falls towards 1.0 times (all ratios
incorporates Moody's standard adjustments).

The principal methodology used in rating Brand was the Global
Business & Consumer Service Industry Rating Methodology published
in October 2010. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Brand Energy & Infrastructure Services, Inc., headquartered in
Kennesaw, GA, is the largest multi-craft specialty services
company in North America. It provides scaffolding, insulation,
coatings and other services supporting the refining, chemical and
power industries. First Reserve Corporation, through affiliated
funds, is the majority owner of Brand. Revenues for the last
twelve months through June 30, 2012 totaled about $1.6 billion.


BROADVIEW NETWORKS: Enters Into $25 Million Exit Financing
----------------------------------------------------------
On Oct. 3, 2012, the Bankruptcy Court authorized Broadview
Networks Holdings, Inc., et al., to enter into an exit financing
commitment letter with CIT Finance LLC and to incur and pay all of
the fees, costs and expenses under the commitment letter,
including, without limitation, the commitment fee.

The exit financing, in an amount of not less than $25 million,
will fund cash payments required by the Prepackaged Plan, which
was confirmed by the Court on Oct. 3, and to meet the go-forward
operating and working capital needs of the reorganized business.
The new exit facility may be increased up to a maximum of
$10,000,000.  The exit financing will mature upon the earliest of
(i) 5 years from the closing date (the effective date of the
Prepackaged Plan, and no later than Jan. 24, 2013) or (ii) six
months prior to the stated maturity date of the senior secured
notes, or (iii) such earlier date after an event of default.

A commitment fee of 0.5% of the aggregate commitment amount of the
exit facility will be charged.

A term sheet summarizing the material terms of the proposed Exit
Facility is attached to the commitment letter, a copy of which is
available at:

          http://bankrupt.com/misc/broadview.doc103-2.pdf

A copy of the Prepackaged Plan is available at:

          http://bankrupt.com/misc/broadview.doc141.pdf

A copy of the Confirmation Order is available at:

          http://bankrupt.com/misc/broadview.doc148.pdf

                    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 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.


CASTLE ROCK: Case Summary & 5 Unsecured Creditors
-------------------------------------------------
Debtor: Castle Rock Development, Inc.
        22098 Canton Court
        Farmington, MN 55024

Bankruptcy Case No.: 12-35641

Chapter 11 Petition Date: October 3, 2012

Court: U.S. Bankruptcy Court
       District of Minnesota (St. Paul)

Judge: Dennis D. O'Brien

Debtor's Counsel: Richard L. Morris, Esq.
                  MORRIS LAW GROUP
                  7241 Ohms Lane, Suite 275
                  Edina, MN 55439
                  Tel: (952) 832-2000
                  E-mail: rlm@morrislawmn.com

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

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

A copy of the Company's list of its five unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/mnb12-35641.pdf

The petition was signed by Colin Garvey, president.


CENTRAL COVENTRY FIRE: Could Be Forced to File Receivership
-----------------------------------------------------------
Coventry Patch reports that officials of Central Coventry Fire
District in Rhode Island alerting that the district may soon be
forced to file for receivership.

At the October 1 annual tax meeting, taxpayers voted to table the
passing of the 2012-2013 budget, which halted the distribution of
tax bills to residents of the district, according to
coventry.patch.com.

The report relates that Interim Chief Andrew Baynes requested that
Centreville Bank extend the district's tax anticipation borrowing
to cover financial obligations until a tax rate and budget is
decided and new tax amounts can be billed and collected.  Not only
was Mr. Baynes turned down for additional borrowing, but the
district's existing line of credit was seized - funding that would
have been used to pay employees for several more weeks, the report
notes.

The report discloses that CCFD employees received their last
paychecks on Friday, Oct. 5 and as of that date, the district is
out of money to continue issuing paychecks.

The report relates that Mr. Baynes went on to explain that pay for
the staff is out of the question under the current financial
conditions.  Without being able to collect taxes, the district
will not have reliable funding coming in, the report relays.

The report says that Mr. Baynes went on to explain that since late
last week he has been attempting to reach out to various agencies
to request any possible assistance including the town manager,
town council president and police chief (who is also the town's
EMA manager), Congressman Jim Langevin, Senator Jack Reed and
Richard Licht, director of Rhode Island's Department of
Administration but has yet to hear back.


CIRCUS AND ELDORADO: Investigation Period Extended Until Dec. 15
----------------------------------------------------------------
On Oct. 5, 2012, the U.S. Bankruptcy Court for the District of
Nevada approved the second stipulation extending the investigation
period under the cash collateral stipulation entered into between
Circus and Eldorado Joint Venture and Silver Legacy Capital Corp.;
The Bank of New York Melon Trust Company, N.A., in its capacity as
Trustee with respect to that certain Indenture, dated March 5,
2002, for the Debtors' 10 1/8% Mortgage Notes due 2012, and on
behalf of the holders of the Mortgage Notes; and the Official
Committee of Unsecured Creditors.  All other terms of the cash
collateral stipulation entered June 22, 2012, and approved by the
Court on June 27, 2012, will remain the same.

The Second Stipulation extends the investigation period of the
Committee under the Cash Collateral Stipulation to Dec. 15, 2012.
The investigation period was due to expire on Oct. 15, 2012,
pursuant to the First Stipulation which was approved on
Aug. 14, 2012.

A copy of the Cash Collateral Stipulation is available at:

           http://bankrupt.com/misc/circus.doc213.pdf

A copy of the Second Stipulation is available at:

           http://bankrupt.com/misc/circus.doc654.pdf

                     About Circus and Eldorado

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

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

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

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

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

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

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

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

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

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

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

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


COFFEYVILLE RESOURCES: S&P Affirms 'B+' Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Coffeyville Resources LLC, and S&P revised the
outlook on the rating to stable from developing. "We also affirmed
our 'BB' rating on its $447 million first-lien senior secured
notes, our 'B+' rating on its $223 million second-lien senior
secured notes, and we assigned a 'B+' issue rating to CVR Refining
LLC's $500 million senior unsecured second-lien notes, which
Coffeyville initially guarantees," S&P said.

"At the same time, we revised our recovery rating on Coffeyville's
second-lien senior secured notes to '3' from '4', indicating a
higher expectation of recovery (50% to 70%) to lenders in a
payment default, and we assigned a '3' recovery rating to the new
CVR Refining LLC notes," S&P said.

"Coffeyville Resources is a 185,000 bpd independent refiner and
marketer of high-value transportation fuels, and a low-cost
producer of ammonia and urea ammonium nitrate fertilizers," S&P
said.

"The stable outlook reflects Coffeyville's strong liquidity and
our expectation of robust refining margins through 2013," said
Standard & Poor's credit analyst Mark Habib.

"We believe the planned MLP structure will reduce business
diversity and is likely to increase risks in Coffeyville's
financial profile, limiting its upgrade potential until a track
record as an MLP is established. At that point, we could raise
ratings if we think the company can maintain a debt to EBITDA
ratio significantly below 2x. This could be achievable if we
become convinced that the partnership will benefit from favorable
crude and product differentials on a more permanent basis, or if
it can reduce business risk by further diversifying its assets. We
could lower the ratings if refining and fertilizer margins
contract such that we expect sustained debt to EBITDA above 3.5x,"
S&P said.


COMMUNITY TOWERS: To Present Plan for Confirmation Monday
---------------------------------------------------------
Judge Stephen L. Johnson will convene hearings Oct. 15 and 16 to
consider confirmation of the Joint Plan of Reorganization of
Community Towers I LLC and its affiliates.

Following a hearing Aug. 28, the Debtor and creditor CIBC, Inc.,
discussed changes to the proposed Chapter 11 plan.  The first
modification to the Plan provides that CIBC will receive monthly
payments of interest on its secured claims at the fixed rate of 6%
per annum.  CIBC will be paid the principal of its allowed claim
no later than 5 years following the effective date of the Plan.

John and Rosalie Feece, holders of unsecured claims, will receive
monthly payments of interest at the fixed rate of 6% per annum for
five years following the effective date of the Plan.  They will
receive payment of the principal of their allowed claims not later
than five years following the Effective Date.  If the Debtors
experience a cash shortfall in any given month that prevents them
from making all payments pursuant to the Plan, the payment due to
unsecured claimants will be reduced by the amount of the shortfall
and deferred, and paid only at such time as the Debtors have
sufficient cash to make up the shortfall deferral.

A copy of the Chapter 11 plan as modified Sept. 28, 2012, is
available for free at:

   http://bankrupt.com/misc/Comm_Towers_1st_Plan_Modification.pdf

                     About Community Towers I

Community Towers I LLC is a real estate investment company.
Community Towers I LLC and various affiliates -- Community Towers
II, LLC, Community Towers III, LLC, Community Towers IV, LLC --
filed a Chapter 11 petition (Bankr. N.D. Calif. Lead Case No.
11-58944) on Sept. 26, 2011, in San Jose, California.  Community
Towers I disclosed $51,939,720 in assets and $39,479,784 in
liabilities as of the Chapter 11 filing.


CORNER INVESTMENT: Moody's Rates $180MM Senior Secured Loan 'B2'
----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the proposed
$180 million 7-year senior secured loan to Corner Investment
Propco, LLC  -- a wholly owned subsidiary of Caesars Entertainment
Operating Company ("CEOC"). At the same time, Moody's affirmed the
ratings of Caesars Entertainment Corporation ("CET") -- including
its Caa1 Corporate Family and Probability of Default ratings --
and the ratings of CEOC, a direct wholly owned subsidiary of CET.
The rating outlook is stable.

Corner will use the proceeds of the loan to finance the
redevelopment of Bill's Gamblin' Hall & Saloon, one of Caesars'
nine properties located on the Las Vegas Strip. The redevelopment
includes the construction of a 60,000 square foot rooftop pool and
dayclub/nightclub, complete remodel of the hotel, upgrades to the
casino floor and the addition of a new 24 hour restaurant.

Once the Bill's property is transferred to the new unrestricted
subsidiary -- an allowed carve-out under CEOC's credit agreement -
- CEOC will lease the property from Corner pursuant to a seven
year lease agreement, with 2-year subsequent extensions at CEOC's
option, not to exceed 25 years. CEOC will manage the operations of
the casino, hotel, and food and beverage, while Drai's Management
Group will manage the club operations pursuant to a 10.5 year
management agreement with an option for a 10 year extension.

The proposed loan will be secured by the CEOC lease payment, the
property and land, and cash flows from the club portion of the
project. CEOC will provide a $20 million completion guaranty. The
assigned rating to the proposed debt is subject to review of final
documentation. In the near term, CEOC will lose a very modest
amount of EBITDA contribution from Bill's, however, going forward
CEOC is permitted to keep any cash flow from the casino, lodging
and food and beverage operations in excess of the lease payment
due to Corner. Over time this is expected to add incremental
EBITDA to CEOC above and beyond the current Bill's operations.

The B2 rating on Corner's proposed senior secured term loan
reflects the start-up nature of the project -- Bill's will be
closed for about 12 months during redevelopment -- and typical
risks associated with cost-over runs and timely completion, as
well as the Caa1 Corporate Family Rating of CET. The B2 rating
also takes into consideration the quality of the discrete
collateral pool securing the proposed loan as a result of its
excellent location in the middle of the Las Vegas Strip and scope
of the redevelopment. Positive consideration is given to the
casino management experience of Caesars and successful club
operation experience of Drai's, and Moody's expectation of
moderate leverage upon completion of the project. On a standalone
basis, Moody's estimates Corner's year one debt/EBITDA to be
between 4.5 and 5.0 times.

The B2 rating on the proposed senior secured term loan also
reflects its position in CET's capital structure, pursuant to
Moody's Loss Given Default methodology.

Ratings Rationale

CET's Caa1 Corporate Family Rating continues to reflect the
company's high leverage (consolidated debt/EBITDA of 12.2 times),
and low interest coverage (EBITDA/interest expense of just under
1.0 times), tempered by very good liquidity. Although Caesars is
expected to generate negative free cash flow, the company
maintains sufficient cash and revolver availability to meet its
near term obligations for interest, capital spending and debt
maturities that aggregate $280 million through 2014. Caesars' Caa1
rating also recognizes the risk that the company may again pursue
transactions that Moody's would consider to be distressed
exchanges particularly in light of large debt maturities of about
$7.0 billion in 2015.

Ratings assigned:

Corner Investment Propco, LLC

  $180 million senior secured 7-year term loan at B2 (LGD 3, 30%)

Ratings affirmed and assessments updated where applicable:

Caesars Entertainment Corporation

  Corporate Family Rating at Caa1

  Probability of Default Rating at Caa1

  Speculative Grade Liquidity rating at SGL-1

Caesars Entertainment Operating Company, Inc. (CEOC)

  Senior secured guaranteed revolving credit facility at B2 (LGD
  3, 30%)

  Senior secured guaranteed term loans at B2 (LGD 3, 30%)

  Senior secured notes at B2 (LGD 3, 30%)

  Senior unsecured guaranteed by operating subsidiaries and CEC at
  Caa3 (LGD 6, 92% from LGD 6, 93%)

  Senior unsecured debt guaranteed by CET at Caa3 (LGD 6, 95%)

Harrah's Operating Escrow LLC and Harrah's Escrow Corporation
assumed by CEOC

  Senior secured notes at B2 (LGD 3, 30%)

  Senior secured second priority notes at Caa2 (LGD 5, 80%)

Octavius Borrower

  $450 million senior secured term loan at B2 (LGD 3, 30%)

The rating outlook is stable reflecting Caesar's good liquidity
and Moody's view that stabilizing operating trends in Las Vegas
and some regional gaming markets will give the company's earnings
a boost over the next year resulting in modest improvement in
credit metrics. Given Caesars' high leverage and weak interest
coverage and the need to address significant debt maturities in
2015, Moody's does not anticipate upward rating momentum in the
absence of a material reduction in leverage. Caesars' ratings
could be downgraded if its liquidity position deteriorates, if the
recovery in gaming revenues across the company's major markets
stalls or if credit metrics fail to improve from current levels.

The principal methodology used in rating Caesars Entertainment
Corporation was the Global Gaming Industry Methodology published
in December 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.

Caesars Entertainment Corporation, through its wholly-owned
subsidiary, CEOC, owns or manages approximately 50 casinos. The
company generates consolidated revenues of about $9 billion
annually.


CRAVEN PROPERTIES: Sec. 341 Creditors Meeting Slated for Oct. 10
----------------------------------------------------------------
The United States Trustee for Region 21 Twill convene a meeting of
creditors under U.S.C. Sec. 341(a) in the Chapter 11 case of
Craven Properties, L.P., on Oct. 10, 2012, at 1:00 p.m. at Gearubg
Room 357, in Atlanta.

Craven Properties, L.P., a single asset real estate, filed a
Chapter 11 petition (Bankr. N.D. Ga. Case No. 12-23082) in its
hometown in Gainesville, Georgia, on Aug. 31, 2012.  Judge Robert
Brizendine presides over the case.  John J. McManus, Esq., at John
J. McManus & Associates, P.C., serves as counsel.  Billy J. Craven
signed the petition.

In its amended schedules, the Debtor disclosed $28,446,281 in
assets and $3,872,671 in liabilities as of the Petition Date.


CVR REFINING: Moody's Assigns 'Ba3' Rating to $500-Mil. Notes
-------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the proposed
$500 million notes due 2022 of the newly formed entity, CVR
Refining LLC (CVRR) and Coffeyville Finance Inc, indirect wholly
owned subsidiaries of CVR Energy Inc. (CVI, Ba3 developing).
Concurrently, Moody's placed the new notes under review for
downgrade with the expectation that the notes will be rated B2
following the IPO of a MLP that will own CVRR. In a related
action, Moody's upgraded Coffeyville Resources LLC's (CRLLC)
existing second lien notes to Ba3 from B1, and affirmed CVI's Ba3
Corporate Family Rating (CFR) and SGL-1 Speculative Grade
Liquidity rating. The outlook for CVI remains developing.

CVI has proposed to drop down all its refinery and logistics
assets into CVRR and conduct an IPO of CVR Refining LP, which will
be a master limited partnership (MLP) with a variable rate
distribution. The parameters and the structure of the proposed new
MLP were laid out in the S-1 filed with the SEC on Oct 1, 2012.
Proceeds from the new CVRR notes will be used to redeem via a
tender offer the outstanding $447 million first lien notes due
2015 issued by CVRR's indirect parent, CRLLC, and for general
corporate purposes. The new notes issued by CVRR will be
guaranteed initially by CRLLC and will have a second priority lien
on all of CRLLC's refining related PP&E and a third priority lien
on CRLLC's refining related working capital assets on a pari-passu
basis with CRLLC's existing $223 million second lien notes due
2017. Once those existing second lien notes are redeemed, the new
notes will no longer be guaranteed by CRLLC and its lien on the
refining assets will be released, effectively making the new notes
an unsecured obligation of CVRR. Post MLP formation, CVRR will
enter into a new $400 million ABL credit facility to replace a
similar sized facility currently at CRLLC. Additionally, a new
$150 million senior unsecured credit facility will be entered into
between CRLLC and CVRR for general corporate purposes which will
be pari passu with the new notes. The ratings on the existing
first lien notes at CRLLC will be withdrawn once the tender
process is complete.

If the anticipated scenario of an MLP formation materializes,
Moody's expects to assign a B1 CFR to CVRR (which will then be
wholly owned by the new MLP), withdraw CVI's CFR and downgrade the
$500 million new notes to B2.

Issuer: CVR Refining, LLC

  Assignments:

    $500M Senior Unsecured Regular Bond/Debenture, Ba3 (LGD4,
    54%); Placed Under Review for further Possible Downgrade

Issuer: Coffeyville Resources, LLC

  Upgrades:

    $223M 10.875% Second Lien Senior Secured Regular
    Bond/Debenture, Upgraded to Ba3 (LGD4, 54%) from B1 (LGD5,
    73%)

Issuer: CVR Energy Inc.

  Affirmations:

   Corporate Family Rating at Ba3

   Probability of Default Rating at Ba3

   Speculative Grade Liquidity Rating at SGL-1

   $447M 9% First Lien Senior Secured Regular Bond/Debenture at
   Ba2*

* Rating expected to be withdrawn upon completion of tender
  process

Ratings Rationale

"As suggested by CVR Refining LP's S-1 filing, the company is on a
path to launching a pure play refining master limited partnership
with a variable rate distribution profile. The tender offer of the
existing first lien notes using the proceeds from the new notes
will put CVR Refining LLC one step closer to its IPO goal,"
commented Arvinder Saluja, Moody's Analyst.

Prior to the MLP formation, the new note ratings reflect CVI's
overall probability of default, to which Moody's assigns a PDR of
Ba3, and a loss given default of LGD4-54%. The existing second
lien notes are assigned a loss given default of LGD4-54% as well.

CVI's Ba3 CFR is supported by the strategic location of its
refining and fertilizer assets, its complementary logistics
capability, and expected strong performance of its management
team. The CFR is restrained by the company's relatively low degree
of asset diversification and the general challenges facing the
refining industry as a whole, including the inherent volatility of
crack spreads and risk associated with regulatory capital
expenditures requirements that may not produce any additional
cashflow.

The SGL-1 liquidity ratings for CVI, the ultimate parent for CVRR
and CRLLC, reflects very good liquidity through 2013. As of June
30 2012, pro-forma for the new notes offering, CVI will have
approximately $500 million in cash and $347 million available
under its credit facility. Moody's expects CVI to generate free
cash flow during 2013, and the company's cash balance alone to
exceed planned capital expenditures for next year. The credit
facility at CRLLC has a fixed charge ratio covenant of 1.0x, which
applies only when availability under the facility is below $40
million or 15% of either the commitment or borrowing base
(whichever is lower). Moody's expects CVI to be in compliance with
this covenant until at least Dec 2013. Substantially all of
CRLLC's assets are pledged as security under the facility, which
limits the extent to which asset sales could provide a source of
additional liquidity if needed.

Moody's could upgrade CVI's CFR if the company increases its
diversification of cashflows by adding more assets without
significantly increasing leverage or decreasing returns on capital
employed. Moody's could downgrade the CFR if leverage increases
materially due to an acquisition, or if aggressive dividends, cash
distributions, and/or share repurchases are made either pre-IPO or
post-IPO of the MLP entity, or if there is a prolonged and severe
deterioration of regional refining conditions, or if liquidity
deteriorates due to a prolonged interruption of throughput.

The principal methodology used in rating CVR was the Global
Refining and Marketing Industry Methodology published in December
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.

CVR Energy, Inc. is a refining and marketing company with an
approximately 70% ownership stake in CVR Partners (NYSE symbol --
UAN) headquartered in Sugar Land, Texas.


DALLAS ROADSTER: Court Denies Motion to Modify Turnover Order
-------------------------------------------------------------
On Oct. 2, 2012, the Bankruptcy Court denied the emergency motion
of Dallas Roadster, Limited, and IEDA Enterprise, Inc., to modify
the Court's Dec. 20, 2011 turnover order except for these two
specific modifications:

  1) The requirement for a written release by Bahman Khobahy will
     be deleted.

  2) The restrictions on Bahman Hafezamini will be lifted;
     Hafezamini may occupy the role of COO or CFO but must be
     under the supervision of Khobahy.

The Debtors' counsel will file a written report with the Court,
and served on TCB and the United States Trustee, stating who is
handling the money, how it is being handled, how it is being
reported, and how the Debtors are making sure they are complying
with all of their obligations.

A copy of the order is available at:

       http://bankrupt.com/misc/dallasroadster.doc234.pdf

As reported in the TCR on Jan. 25, 2012, the Bankruptcy Court
entered, on Dec. 20, 2011, orders: (A) compelling Patrick
Michaels, of P.E. Michaels Consulting, the receiver appointed by
the 192nd District Court of Dallas County, Texas, to turnover
property of Dallas Roadster, Limited and IEDA Enterprise, Inc., to
the bankruptcy estate; and (B) authorizing the emergency motion to
use of cash collateral of Texas Capital Bank, N.A.

            About Dallas Roadster and IEDA Enterprises

Dallas Roadster Ltd. owns and operates an auto dealership with
locations in both Richardson and Plano, Texas.  IEDA Enterprises,
Inc., is the general partner of Roadster.

Dallas Roadster and IEDA Enterprises filed for Chapter 11
bankruptcy (Bankr. E.D. Tex. Case Nos. 11-43725 and 11-43726) on
Dec. 12, 2011.  Chief Judge Brenda T. Rhoades oversees both cases.
J. Bennett White, P.C., replaced DeMarco Mitchell, PLLC, as the
Debtors' bankruptcy counsel.  Dallas Roadster estimated $10
million to $50 million in assets.

The Debtors' assets were placed under the care of a receiver on
Nov. 16, 2011, pursuant to a state court action by Texas Capital
Bank, National Association.

No trustee has been appointed in the Chapter 11 cases.


DALLAS ROADSTER: Motion to Modify Cash Collateral Order Denied
--------------------------------------------------------------
The Bankruptcy Court denied the motion of Dallas Roadster,
Limited, and IEDA Enterprise, Inc., to modify the the final cash
collateral order issued on March 29, 2012, authorizing the use of
Texas Capital Bank's cash collateral.  The Court found no basis
for the allegations made by the Debtors that there was fraud,
misrepresentation, or misconduct with regard to the Final Cash
Collateral Order.

As reported in the TCR on Sept. 20, 2012, the Debtors sought a
modification of the final cash collateral order in the form of a
finding that the equity cushion in Texas Capital Bank's
collateral, along with specified monthly payments, provides
adequate protection for any further use of cash collateral.

            About Dallas Roadster and IEDA Enterprises

Dallas Roadster Ltd. owns and operates an auto dealership with
locations in both Richardson and Plano, Texas.  IEDA Enterprises,
Inc., is the general partner of Roadster.

Dallas Roadster and IEDA Enterprises filed for Chapter 11
bankruptcy (Bankr. E.D. Tex. Case Nos. 11-43725 and 11-43726) on
Dec. 12, 2011.  Chief Judge Brenda T. Rhoades oversees both cases.
J. Bennett White, P.C., replaced DeMarco Mitchell, PLLC, as the
Debtors' bankruptcy counsel.  Dallas Roadster estimated $10
million to $50 million in assets.

The Debtors' assets were placed under the care of a receiver on
Nov. 16, 2011, pursuant to a state court action by Texas Capital
Bank, National Association.

No trustee has been appointed in the Chapter 11 cases.




DEWEY & LEBOEUF: Inquiry Into Collapse Gains Steam
--------------------------------------------------
Jennifer Smith and Reed Albergotti at Dow Jones' Daily Bankruptcy
Review reports that prosecutors in Manhattan are investigating
whether top managers at Dewey & LeBoeuf LLP purposely misled
lenders about the law firm's financial health, as a criminal probe
into the firm's failure intensifies, according to people with
knowledge of the investigation.

                       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: Fired Workers Object to Bonuses
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Digital Domain Media Group Inc. drew objection from
former employees when it requested authorization for $350,000 in
bonuses to provide incentives for unidentified executives to
complete a sale of the business.

According to the report, the company filed papers on Sept. 19
seeking approval of bonuses payable so long as the sale price was
no less than the amount contained in a contract signed before the
Chapter 11 filing on Sept. 11.  The sale was approved on Sept. 25
by the U.S. Bankruptcy Court in Delaware and was completed two
days later.  Opposing the bonuses, the former workers question why
bonuses are "necessary now, after the sale already has closed?"

The report relates the workers also contend the request is
deficient because the papers don't disclose even the job titles of
bonus recipients.  A hearing had been set for Oct. 10 to consider
approval of the bonuses.  It was rescheduled for Oct. 23.

The report notes that the bonus objection was lodged by former
workers who are plaintiffs in lawsuits over mass firings at the
facility in Port St. Lucie, Florida.  They say they weren't given
60 days' notice required under federal law known as the Warn Act.

                        About Digital Domain

Port St. Lucie, Florida-based Digital Domain Media Group, Inc. --
http://www.digitaldomain.com/-- engaged 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, subject to higher and better offers.

At the auction on Sept. 21, the principal part of the business was
purchased by a joint venture between Galloping Horse America LLC,
an affiliate of Beijing Galloping Horse Co., and an affiliate of
Reliance Capital Ltd., based in Mumbai.  The $36.7 million total
value of the contact includes $3.6 million to cure defaults on
contracts and $2.9 million in reimbursement of payroll costs.

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.

An official committee of unsecured creditors appointed in the case
is represented by lawyers at Sullivan Hazeltine Allinson LLC and
Brown Rudnick LLP.

The company listed assets of $205 million and liabilities totaling
$214 million.  Debt includes $40 million on senior secured
convertible notes plus $24.7 million in interest.  There is
another issue of $8 million in subordinated secured convertible
notes.

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


DIGITAL DOMAIN: Hiring Pachulski Stang as Bankruptcy Counsel
------------------------------------------------------------
Digital Domain Media Group, Inc., et al., ask the U.S. Bankruptcy
Court for the District of Delaware for authorization to employ
Pachulski Stang Ziehl & Jones LLP as bankruptcy counsel, nunc pro
tunc to the Petition Date.

PSZ&J will:

   a. take necessary or appropriate actions to protect and
      preserve the Debtors' estates, including the prosecution of
      actions on the Debtors' behalf, the defense of any actions
      commenced against the Debtors, the negotiation of disputes
      in which the Debtors are involved, and the preparation of
      objections to claims filed against the Debtors' estates;

   b. provide legal advice with respect to the Debtors' powers and
      duties as debtors in possession in the continued operation
      of their businesses and management of their property;

   c. prepare on behalf of the Debtors any necessary applications,
      motions, answers, orders, reports, and other legal papers;

   d. appear in Court on behalf of the Debtors;

   e. take necessary or appropriate actions in connection with a
      plan or plans of reorganization and related disclosure
      statements and all related documents, and such further
      actions as may be required in connection with the
      administration of the Debtors' estates; and

   f. act as general bankruptcy counsel for the Debtors and
      perform all other necessary or appropriate legal services in
      connection with the Chapter 11 cases.

The principal attorneys and paralegals presently designated to
represent the Debtors and their current standard hourly rates are:

         Robert J. Feinstein          $955
         Debra I. Grassgreen          $855
         Maxim B. Litvak              $725
         Joshua M. Fried              $675
         Maria A. Bove                $645
         Timothy P. Cairns            $525
         Jason H. Rosell              $425
         Monica A. Molitor            $275

To the best of the Debtors' knowledge, PSZ&J does not hold or
represent any interest adverse to the Debtors' estates, PSZ&J is a
"disinterested person" as that phrase is defined in Section
101(14) of the Bankruptcy Code, and PSZ&J's employment is
necessary and in the best interests of the Debtors and their
estates.

PSZ&J has received payments from the Debtors during the year prior
to the Petition Date in the amount of $395,000, which includes the
Debtors' aggregate filing fees for the Chapter 11 cases, in
connection with its prepetition representation of the Debtors.

                       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.

An official committee of unsecured creditors appointed in the case
is represented by lawyers at Sullivan Hazeltine Allinson LLC and
Brown Rudnick LLP.

The company listed assets of $205 million and liabilities totaling
$214 million.  Debt includes $40 million on senior secured
convertible notes plus $24.7 million in interest.  There is
another issue of $8 million in subordinated secured convertible
notes.


DIGITAL DOMAIN: Hiring Cassels Brock as Canadian Counsel
--------------------------------------------------------
Digital Domain Media Group, Inc., et al., ask the U.S. Bankruptcy
Court for the District of Delaware for authorization to employ
Cassels Brock & Blackwell LLP as Canadian counsel for the Debtors,
nunc pro tunc to the Petition Date.

The professional services that Cassels Brock will render to the
Debtors include, but will not be limited to, representing the
Debtors' interests in or in connection with proceedings in Canada
involving the Debtors' affiliate, Digital Domain Protection
(Vancouver) Ltd., including representing that affiliate in
proceedings in Court and in connection with the sale of the
affiliate's Canadian assets and property, obtaining books, records
and other property of the Debtors including those that are or may
be located in Canada, and any other matters requiring the
assistance of Canadian counsel.

The principal Cassels Brock attorneys and paralegals presently
designated to represent the Debtors and their current standard
hourly rates in Canadian funds are:

               Bruce Leonard              C$885
               Deborah S. Grieve          C$820
               David S. Ward              C$760
               Kelly Gerra                C$385
               Eleanor Morris             C$385

To the best of the Debtors' knowledge, Cassels Brock does not hold
or represent any interest adverse to the Debtors' estates, Cassels
Brock is a "disinterested person" as that phrase is defined in
Section 101(14) of the Bankruptcy Code, and Cassels Brock's
employment is necessary and in the best interests of the Debtors
and their 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.

An official committee of unsecured creditors appointed in the case
is represented by lawyers at Sullivan Hazeltine Allinson LLC and
Brown Rudnick LLP.

The company listed assets of $205 million and liabilities totaling
$214 million.  Debt includes $40 million on senior secured
convertible notes plus $24.7 million in interest.  There is
another issue of $8 million in subordinated secured convertible
notes.


DIGITAL DOMAIN: Taps CWT as Counsel to Special Committee of Board
-----------------------------------------------------------------
Digital Domain Media Group, Inc., et al., ask the U.S. Bankruptcy
Court for the District of Delaware for authorization to employ
Cadwalader Wickersham & Taft LLP as special counsel to a committee
of disinterested and independent directors of Digital Domain Media
Group, Inc., nunc pro tunc to the Petition Date.

On Aug. 29, 2012, the chief executive officer of the
Company, a member of the Board, filed a Schedule 13D with the
Securities and Exchange Commission in which he indicated that he
was considering proposing a strategic alternative transaction with
the Company in which he or his affiliates might participate.

To evaluate the Potential Insider Transaction and to consider
other strategic alternatives without the conflicts posed by the
Potential Insider Transaction, the Board adopted a resolution
forming the Special Committee.  The resolution also authorized the
Special Committee to retain legal counsel and other professionals.

The Special Committee consists of independent directors Keith L.
Cummings, Kaleil Isaza Tuzman and John W. Kluge, Jr. he Special
Committee retained CWT on Aug. 29, 2012.

Subsequent to formation, the Special Committee has taken the lead
role in evaluating all proposed transactions and other strategic
options for the Company, including the pending sale of the
Debtors' assets and proposed postpetition financing.

CWT will provide legal services and advice to the Special
Committee with respect to: (i) the pending asset sales under
Section 363 of the Bankruptcy Code; (ii) Special Committee
meetings, presentations for those meetings, and the taking of
minutes for certain of those meetings; (iii) correspondence and
other inquiries regarding the role of the Special Committee; and
(iv) other matters delineated by the Special Committee.

CWT will be compensated for its services and reimbursed for the
out-of-pocket expenses it incurs in accordance with its customary
billing practices.

Upon information and belief, CWT has no connection with any of the
Debtors' creditors, any other parties in interest or their
respective attorneys or accountants, or the Office of the U.S.
Trustee.  The Debtors have been informed that CWT will conduct an
ongoing review of its files to ensure that no disqualifying
circumstances arise, and if any new relevant facts or
relationships are discovered, CWT will supplement its disclosure
to the Court.

                       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.

An official committee of unsecured creditors appointed in the case
is represented by lawyers at Sullivan Hazeltine Allinson LLC and
Brown Rudnick LLP.

The company listed assets of $205 million and liabilities totaling
$214 million.  Debt includes $40 million on senior secured
convertible notes plus $24.7 million in interest.  There is
another issue of $8 million in subordinated secured convertible
notes.


DIGITAL DOMAIN: Common Shares Delisted from NYSE
------------------------------------------------
The New York Stock Exchange LLC filed with the U.S. Securities and
Exchange Commission a Form 25 notifying the removal from listing
or registration on Digital Domain Media Group, Inc.'s common stock
under the Exchange.

                       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.

An official committee of unsecured creditors appointed in the case
is represented by lawyers at Sullivan Hazeltine Allinson LLC and
Brown Rudnick LLP.

The company listed assets of $205 million and liabilities totaling
$214 million.  Debt includes $40 million on senior secured
convertible notes plus $24.7 million in interest.  There is
another issue of $8 million in subordinated secured convertible
notes.


DYNEGY HOLDINGS: Carl Icahn Owns Less Than 1% Equity Stake
----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Carl C. Icahn and his affiliates disclosed
that, as of Oct. 1, 2012, they beneficially own 146,846 shares of
common stock of Dynegy Inc. (excludes shares underlying warrants)
representing 0.15% of the shares outstanding.  The percentage is
based upon the 100,000,000 shares expected to be outstanding by
the Company as disclosed in a press release dated Oct. 1, 2012.  A
copy of the amended filing is available for free at
http://is.gd/v3XnTd

                           About Dynegy

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

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

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

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

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

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

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

Dynegy Inc. successfully completed its Chapter 11 reorganization
and emerged from bankruptcy October 1.

Dynegy Northeast Generation, Inc., Hudson Power, L.L.C., Dynegy
Danskammer, L.L.C. and Dynegy Roseton, L.L.C., remain under
Chapter 11 protection.

As of July 31, 2012, Dynegy Inc. had total assets of
$3.15 billion, total liabilities of $3.14 billion and total
stockholders' equity of $6.68 million.


EASTGATE TOWER: Has Nod to Use Mortgage Lenders' Cash Collateral
----------------------------------------------------------------
On Oct. 3, 2012, the U.S. Bankruptcy Court for the Southern
District of New York authorized Eastgate Tower Hotel Associates,
L.P., on a final basis, to use cash collateral of Hotel Debt
(Eastgate), LLC, on the terms set forth in the order authorizing
interim use of cash collateral, dated Aug. 21, 2012.

As reported in the TCR on Sept. 18, 2012, the Debtor received
interim authority to use the Mortgage Lender's cash collateral
through the final hearing.

Prior to the Petition Date, the Debtor engaged Steven A. Carlson
as the Debtor's chief restructuring officer to oversee all aspects
of the Debtor's business and operations.  As a requirement for the
Debtor's use of cash collateral, and as a component of the
Lender's adequate protection, the CRO will continue to manage the
Debtor on a postpetition basis pursuant to the terms of the
Employment Agreement.

As adequate protection against any diminution in value of the
Mortgage Lender's interest in the prepetition collateral, the
Lender is granted a valid and perfected replacement security
interest in, and lien on, all of the Debtor's assets postpetition.
However, the collateral will not include the Debtor's claims and
causes of action under Section 544, 545, 547, 548, 549 or 550 of
the Bankruptcy Code.  The Debtor reserves the right to grant the
Lender an adequate protection lien on the proceeds of the
avoidance actions in connection with the Final Order.

The adequate protection liens and the adequate protection
superpriority claims granted to the Mortgage Lender will be
subordinate to (i) fees pursuant to 28 U.S.C. Sec. 1930(a)(6);
(ii) fees payable to the clerk of the Bankruptcy Court and any
agent thereof; and (iii) pursuant to section 726(b) of the
Bankruptcy Code, reasonable fees and expenses of a trustee that
are incurred after the conversion of the Chapter 11 case to a case
under Chapter 7 of the Bankruptcy Code, in an amount not to exceed
$50,000; (v) professional fees and expenses incurred by
professionals retained pursuant to Sections 327(a) and 1103 of the
Bankruptcy Code by the Debtor and the Creditors' Committee (if
such committee should be appointed).

                       About Eastgate Tower

Eastgate Tower Hotel Associates, L.P., filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 12-13539) on Aug. 17, 2012, with a
prepackaged plan of reorganization.  Judge Shelley C. Chapman
oversees the case.  Lloyd A. Palans, Esq., at Bryan Cave LLP, in
New York, serves as counsel to the Debtor.

The Debtor owns property at 222 East 39th Street commonly known as
the Eastgate Hotel.  In its petition, the Debtor listed $50
million to $100 million in both assets and debts.  A preliminary
appraisal pegs the value of the Mortgaged Property at $62,000,000.

The Debtor owes $69.02 million in mortgage loans.  The Debtor
defaulted on the mortgage loans in December 2011.  In
April 2012, Atlas Capital Group LLC and Rockpoint Group, owner
of membership interests of the mortgage lender, proposed a
prepackaged consensual Chapter 11 plan of liquidation.

Under the Prepack Plan submitted by the Debtor, Hotel Debt
(Eastgate), LLC, the mortgage lender, would have an 89.82%
recovery.  Unsecured creditors owed a total of $154,000 would
recover 100% and are unimpaired.

The mortgage lender has agreed to reduce the claim to $50 million
and will accept title to the Debtor's property in full
satisfaction of its claims.  The Debtor will retain cash necessary
to pay off administrative claims and unsecured claims.  Peninsula
Real Estate Fund (owner of 99% limited partnership interest) and
Eastgate Hotel Associates GP, LLC (owner of 1%) would have their
interest cancelled.  Peninsula though will retain "profits
participation rights" upon confirmation of the Plan.

On Aug. 21, 2012, the Bankruptcy Court approved a plan support
agreement under which the hotel's lender promised to cover the
expenses that Eastgate Tower can't pay during its Chapter 11 case.

Hotel Debt (Eastgate), LLC, is represented by John H. Bae, Esq.,
and Denise J. Penn, Esq., at Greenberg Traurig, LLP.

Counsel to the Limited Partner are Patrick J. Dooley, Esq., and
Lisa Beckerman, Esq., at Akin Gump Strauss Hauer & Feld LLP.


EASTGATE TOWER: Court Confirms Prepackaged Liquidating Plan
-----------------------------------------------------------
On Oct. 3, 2012, the Bankruptcy Court confirmed Eastgate Tower
Hotel Associates, L.P.'s Prepackaged Liquidating Chapter 11 Plan,
dated Aug. 17, 2012.  Class 2 (Mortgage Lender Claim) and Class 4
(Equity Security Interests), which are the only classes entitled
to vote on the Plan, voted to accept the Plan.

As reported in the TCR on Aug. 22, 2012, under the Prepackaged
Plan submitted by the Debtor, the mortgage lender would have an
89.82% recovery.  Unsecured creditors owed a total of $154,000
would recover 100% and are unimpaired.  The Mortgage Lender agreed
to reduce the claim to $50 million and will accept title to the
Debtor's property in full satisfaction of its claims.  The Debtor
will retain cash necessary to pay off administrative claims and
unsecured claims.  Peninsula Real Estate Fund (owner of 99%
limited partnership interest) and Eastgate Hotel Associates GP,
LLC (owner of 1%) would have their interest canceled.  Peninsula
though will retain "profits participation rights" upon
confirmation of the Plan.

A copy of the Debtor's Prepackaged Liquidating Chapter 11 Plan is
available at http://bankrupt.com/misc/eastgate.doc40.pdf

                       About Eastgate Tower

Eastgate Tower Hotel Associates, L.P., filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 12-13539) on Aug. 17, 2012, with a
prepackaged plan of reorganization.  Judge Shelley C. Chapman
oversees the case.  Lloyd A. Palans, Esq., at Bryan Cave LLP, in
New York, serves as counsel to the Debtor.

The Debtor owns property at 222 East 39th Street commonly known as
the Eastgate Hotel.  In its petition, the Debtor listed $50
million to $100 million in both assets and debts.  A preliminary
appraisal pegs the value of the Mortgaged Property at $62,000,000.

The Debtor owes $69.02 million in mortgage loans.  The Debtor
defaulted on the mortgage loans in December 2011.  In
April 2012, Atlas Capital Group LLC and Rockpoint Group, owner
of membership interests of the mortgage lender, proposed a
prepackaged consensual Chapter 11 plan of liquidation.

Under the Prepack Plan submitted by the Debtor, Hotel Debt
(Eastgate), LLC, the mortgage lender, would have an 89.82%
recovery.  Unsecured creditors owed a total of $154,000 would
recover 100% and are unimpaired.

The mortgage lender has agreed to reduce the claim to $50 million
and will accept title to the Debtor's property in full
satisfaction of its claims.  The Debtor will retain cash necessary
to pay off administrative claims and unsecured claims.  Peninsula
Real Estate Fund (owner of 99% limited partnership interest) and
Eastgate Hotel Associates GP, LLC (owner of 1%) would have their
interest cancelled.  Peninsula though will retain "profits
participation rights" upon confirmation of the Plan.

On Aug. 21, 2012, the Bankruptcy Court approved a plan support
agreement under which the hotel's lender promised to cover the
expenses that Eastgate Tower can't pay during its Chapter 11 case.

Hotel Debt (Eastgate), LLC, is represented by John H. Bae, Esq.,
and Denise J. Penn, Esq., at Greenberg Traurig, LLP.

Counsel to the Limited Partner are Patrick J. Dooley, Esq., and
Lisa Beckerman, Esq., at Akin Gump Strauss Hauer & Feld LLP.


EASTGATE TOWER: Hires Bryan Cave as General Bankruptcy Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Eastgate Tower Hotel Associates to employ Bryan Cave
LLP as its general bankruptcy attorneys.

As reported in the TCR on Sept. 12, 2012, Bryan Cave's hourly
rates range from $390 to $910.  Hourly rates for associates and
counsel range from $200 to $700.  The hourly rates charged for
Bryan Cave legal assistants range from $80 to $315.

Bryan Cave received a prepetition retainer of $75,000 from the
Debtor in connection with the preparation and commencement of the
Chapter 11 case.  Bryan Cave applied the retainer against its
invoices for fees and expenses, all of which were incurred in
contemplation of and in connection with the cases, prior to the
filing of the Debtor's petitions for relief on Aug. 17, 2012, as
well as against the filing fees for the Chapter 11 petition, in
the total amount of $72,333.

                       About Eastgate Tower

Eastgate Tower Hotel Associates, L.P., filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 12-13539) on Aug. 17, 2012, with a
prepackaged plan of reorganization.  Judge Shelley C. Chapman
oversees the case.  Lloyd A. Palans, Esq., at Bryan Cave LLP, in
New York, serves as counsel to the Debtor.

The Debtor owns property at 222 East 39th Street commonly known as
the Eastgate Hotel.  In its petition, the Debtor listed $50
million to $100 million in both assets and debts.  A preliminary
appraisal pegs the value of the Mortgaged Property at $62,000,000.

The Debtor owes $69.02 million in mortgage loans.  The Debtor
defaulted on the mortgage loans in December 2011.  In
April 2012, Atlas Capital Group LLC and Rockpoint Group, owner
of membership interests of the mortgage lender, proposed a
prepackaged consensual Chapter 11 plan of liquidation.

Under the Prepack Plan submitted by the Debtor, Hotel Debt
(Eastgate), LLC, the mortgage lender, would have an 89.82%
recovery.  Unsecured creditors owed a total of $154,000 would
recover 100% and are unimpaired.

The mortgage lender has agreed to reduce the claim to $50 million
and will accept title to the Debtor's property in full
satisfaction of its claims.  The Debtor will retain cash necessary
to pay off administrative claims and unsecured claims.  Peninsula
Real Estate Fund (owner of 99% limited partnership interest) and
Eastgate Hotel Associates GP, LLC (owner of 1%) would have their
interest cancelled.  Peninsula though will retain "profits
participation rights" upon confirmation of the Plan.

On Aug. 21, 2012, the Bankruptcy Court approved a plan support
agreement under which the hotel's lender promised to cover the
expenses that Eastgate Tower can't pay during its Chapter 11 case.

Hotel Debt (Eastgate), LLC, is represented by John H. Bae, Esq.,
and Denise J. Penn, Esq., at Greenberg Traurig, LLP.

Counsel to the Limited Partner are Patrick J. Dooley, Esq., and
Lisa Beckerman, Esq., at Akin Gump Strauss Hauer & Feld LLP.


FLETCHER INT'L: Ex-Weil Partner Richard Davis Named Ch.11 Trustee
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the master fund, Fletcher International Ltd., is
being taken under wing by attorney Richard J. Davis as Chapter 11
trustee.  U.S. Bankruptcy Judge Robert E. Gerber in Manhattan
called for a trustee to take over last month.

According to the report, creditors and the U.S. Trustee sought
appointment of a trustee, contending the company was in the middle
of an unnecessary fight for control between investors and the
fund's manager, Fletcher Asset Management Inc.  The manager
contended unsuccessfully that creditors would be best served by
appointment of an examiner to perform an investigation.  Alphonse
"Buddy" Fletcher is a principal of Fletcher Asset Management.

The report relates that Atty. Davis was a partner at Weil Gotshal
& Manages LLP through the end of 2011.  A former assistant
secretary of the Treasury for enforcement, Atty. Davis was an
assistant U.S. attorney and an assistant Watergate special
prosecutor who is now in private practice.  Atty. Davis said that
any lawyers he hires will give a 10% discount from normal hourly
rates.  There is a dispute over whether investors in a feeder fund
can force the master fund into an involuntary liquidation in
Bermuda, where the master fund is incorporated.

                   About Fletcher International

Fletcher International, Ltd., filed a bare-bones Chapter 11
petition (Bankr. S.D.N.Y. Case No. 12-12796) on June 29, 2012, in
Manhattan.  The Bermuda exempted company estimated assets and
debts of $10 million to $50 million.  The bankruptcy documents
were signed by its president and director, Floyd Saunders.

David R. Hurst, Esq., at Young Conaway Stargatt & Taylor, LLP, in
New York, serves as counsel.  The Debtor disclosed $52,163,709 in
assets and $22,997,848 in liabilities as of the Chapter 11 filing.

Fletcher International Ltd. is managed by the investment firm of
Alphonse "Buddy" Fletcher Jr.

Fletcher Asset Management was founded in 1991.  During its initial
four years, FAM operated as a broker dealer trading various debt
and equity securities and making long-term equity investments.
Then, in 1995, FAM began creating and managing a family of private
investment funds.

The Debtor is a master fund in the Fletcher Fund structure.  As a
master fund, it engages in proprietary trading of various
financial instruments, including complex, long-term, illiquid
investments.

The Debtor is directly owned by Fletcher Income Arbitrage Fund and
Fletcher International Inc., which own roughly 83% and 17% of the
Debtor's common shares, respectively.  Arbitrage's direct parent
entities are Fletcher Fixed Income Alpha Fund and FIA Leveraged
Fund, both of which are incorporated in the Cayman Islands and are
subject to liquidation proceedings in that jurisdiction, and which
own roughly 76% and 22% of Arbitrage's common stock, respectively.
The Debtor currently has a single subsidiary, The Aesop Fund Ltd.

After filing for Chapter 11 protection, Fletcher immediately
started a lawsuit in bankruptcy court to stop the involuntary
bankruptcy in Bermuda.  Judge Gerber at least temporarily halted
liquidators appointed in the Cayman Islands from moving ahead with
proceedings in Bermuda.  The lawsuit to halt the Bermuda
liquidation is Fletcher International Ltd. v. Fletcher Income
Arbitrage Fund, 12-01740, in the same court.


GAVILON GROUP: S&P Keeps 'BB' CCR on Watch on Improved Liquidity
----------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on Omaha-based
The Gavilon Group LLC, including the 'BB' corporate credit rating,
remain on CreditWatch with positive implications, following an
internal review of the corporate credit rating, including the
company's liquidity position.

Gavilon Group had reported debt outstanding of $1.6 billion as of
June 30, 2012.

"We originally placed the ratings on Gavilon on CreditWatch with
positive implications on May 30, 2012, following Marubeni's May
2012 announcement that it will buy Gavilon for $3.6 billion
excluding debt. We still believe that Gavilon's credit profile
will improve following its proposed acquisition," said Standard &
Poor's credit analyst Chris Johnson.

Standard & Poor's has revised its liquidity assessment for Gavilon
to "adequate" from "less than adequate." "We continue to believe
Gavilon's earnings will remain pressured in the near term,
primarily because of weakness in the company's more volatile
energy business segment. Still, we believe the covenant amendment
will allow the company to have adequate cushion on its financial
covenants over the next year," S&P said.

Standard & Poor's will seek to resolve the CreditWatch listing
when more information about Marubeni's acquisition financing plans
become available and when regulatory hurdles are met, making the
likelihood of the acquisition more certain.


GOLDEN TEMPLE: Hearing Continued on Bid for Exclusivity Extension
-----------------------------------------------------------------
The Bankruptcy Court has continued to Nov. 5, 2012, at 10:00 a.m.
the hearing on the motion of EWTC Management LLC, fka Golden
Temple Management LLC, to extend its exclusive periods.

The Debtor sought a Sept. 21, 2012 extension of the plan filing
period and an extension through Nov. 20 of the solicitation
period.

                  About Golden Temple Management

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

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

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

GTO itself is not a party to the bankruptcy.


GREEN ENDEAVORS: Sadler Gibb Replaces Madsen as Accountant
----------------------------------------------------------
Green Endeavors, Inc., formally informed Madsen & Associates CPAs,
Inc., of their dismissal as the Company's independent registered
public accounting firm.
      
The reports of Madsen & Associates on the Company's financial
statements as of and for the years ended Dec. 31, 2011, and 2010
contained no adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope, or
accounting principle, except to indicate that there was
substantial doubt about the Company's ability to continue as a
going concern.

The Company's Board of Directors participated in and approved the
decision to change independent registered public accounting firms.

During the years ended Dec. 31, 2011, and 2010, and through
Oct. 5, 2012, there have been no disagreements with Madsen &
Associates CPAs, Inc., on any matter of accounting principles or
practices.

On Oct. 5, 2012, the Company engaged Sadler, Gibb & Associates,
L.L.C., as its new independent registered public accounting firm.
During the two most recent fiscal years and through Oct. 5, 2012,
the Company had not consulted with Sadler Gibb regarding, among
other things, the application of accounting principles to a
specific transaction and the type of audit opinion that might be
rendered on the Company's consolidated financial statements.

                       About Green Endeavors

Salt Lake City, Utah-based Green Endeavors, Inc., runs two hair
care salons that feature Aveda(TM) products for retail sale.

The Company reported a net loss of $264,000 in 2011, compared with
net income of $13,900 in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.03 million
in total assets, $7.39 million in total liabilities, and a
$6.35 million total stockholders' deficit.

Following the 2011 results, Madsen & Associates CPA's, Inc., in
Salt Lake City, Utah, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company will need additional working
capital for its planned activity and to service its debt.


HD SUPPLY: Moody's Affirms Caa1 CFR/PDR; Rates Sr. Notes Caa2
-------------------------------------------------------------
Moody's Investors Service affirmed the Caa1 corporate family
rating and Caa1 probability of default rating of HD Supply, Inc.
and changed the rating outlook to positive from stable. Moody's
also assigned a Caa2 rating to the company's proposed senior
unsecured notes due 2020. Proceeds from the note issuance will be
used to refinance about $694 million of HDS' $1.82 billion senior
subordinated notes due 2015 and to pay $56 million in accrued
interest and related fees and expenses.

The following ratings/assessments were affected by this action:

  Corporate Family Rating affirmed at Caa1;

  Probability of Default Rating affirmed at Caa1;

  1st Lien Term Loan B due 2015 (springing maturity) affirmed at
  B2 (LGD3, 30%);

  1st Lien Sr. Sec. Notes due 2015 (springing maturity) affirmed
  at B2 (LGD3, 30%);

  2nd Lien Sr. Sec. Notes due 2015 (springing maturity) affirmed
  at Caa1 (LGD4, 54%);

  Sr. Unsec. Notes due 2020 assigned Caa2 (LGD5, 74%); and,

  Sr. Sub. Notes due 2015 affirmed at Caa3 (LGD6, 92%).

  Speculative grade liquidity rating affirmed at SGL-3.

Ratings Rationale

The change in HDS' rating outlook to positive from stable reflects
the improvement in the company's maturity profile following the
proposed refinancing of about $694 million of its senior
subordinated notes due 2015 with $750 million of new senior
unsecured notes due 2020. The balance of proceeds from the notes
issuance will be used to pay accrued interest and related fees and
expenses. This transaction partially addresses the significant
refinancing risk facing the company. Approximately $1.1 billion of
the Notes due 2015 will remain following the refinancing. A
reduction in the aggregate principal balance of the subordinated
notes to less than $450 million, triggers an extension of the
maturities of the company's secured debt. Specifically, if this
were to occur, HDS' revolving credit facility would be extended
until April 2017, and Moody's believes that HDS would maintain
sufficient borrowing capacity to give it the ability to redeem the
remaining portion of the senior subordinated notes that come due
in September 2015. Additionally, maturity of the senior secured
term loan would be extended to October 2017, the first-lien senior
secured notes to April 2019 and the second-lien senior secured
notes until April 2020. Even without the extension of the secured
debt facilities, the proposed transaction will provide HDS greater
flexibility while it waits for a better recovery in its key end
markets. The improved maturity profile provides some offset to the
company's weak credit metrics.

HDS' Caa1 Corporate Family Rating reflects its highly leveraged
capital structure. The proposed transaction is essentially
leveraging neutral with no discernable change in key credit
metrics. For the twelve months through July 29, 2012, debt-to-
EBITDA was about 8.8 times, and debt-to-book capitalization was
approximately 113%. Interest coverage defined as (EBITDA --
Capex)-to-interest expense was 0.8 times for the same time period
(all ratios incorporate Moody's standard adjustments). HDS has
significant negative tangible net worth. Moody's recognizes that
operating performance is improving on a year-over-year basis
driven by the maintenance, repair and operations ("MRO") segment
that services various end markets and the specialty construction
business, along with ongoing cost savings initiatives. However,
absolute levels of earnings are still weak, a significant concern
given HDS' large debt service requirements.

The Caa2 rating assigned to the proposed Sr. Unsec. Notes due
2020, one notch below the corporate family rating, will rank pari
passu with the Sr. Unsec. PIK Notes due 2020. These notes are
structurally subordinated to about $4.4 billion of senior secured
facilities.

The ratings could be upgraded if the company demonstrates further
significant progress in addressing the maturity of its Sr.
Subordinated Notes due 2015, maintains adequate liquidity and
materially improves profitability and credit metrics such that
(EBITDA -- Capex)-to-interest expense is expected to be sustained
above 1.0 times (incorporating Moody's standard adjustments). A
sustainable recovery in the domestic economy should result in
stronger demand especially in the construction end market, a key
driver for HDS, which would likely translate into better earnings.

Developments that could lead to downward rating pressures include
any erosion in the company's financial performance due to a
downturn in its end markets. Deterioration in HDS' liquidity
profile could also negatively impact the ratings.

The principal methodology used in rating HD Supply was the Global
Distribution and Supply Chain Services Industry Methodology,
published in November 2011. Other methodologies used include Loss
Given Default for Speculative Grade Non-Financial Companies in the
US, Canada, and EMEA, published June 2009.

HD Supply, Inc. ("HDS") is one of the largest North American
industrial distributors supporting residential and non-residential
construction and, to a lesser extent, electrical consumption and
repair and remodeling. HDS also provides maintenance, repair and
operations ("MRO") services. Its businesses are organized around
three segments: Infrastructure and Energy; Maintenance, Repair &
Improvement; and, Specialty Construction. HDS operates throughout
the U.S. and Canada serving contractors, government entities,
maintenance professionals, home builders and professional
businesses. The Carlyle Group, Bain Capital, and Clayton, Dubilier
& Rice, through their respective affiliates (collectively the
"Sponsors"), are the primary owners of HDS. The Home Depot, Inc.
retains a 12.5% minority ownership in HDS. Revenues for twelve
months through July 29, 2012 totaled approximately $7.4 billion.


HD SUPPLY: S&P Affirms 'B' Corporate Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed all its ratings on HD
Supply Inc., including its 'B' corporate credit rating. The
outlook is stable. "At the same time, we assigned a 'CCC+' issue-
level rating and a '6' recovery rating to the company's proposed
$750 million senior unsecured notes due 2020. The '6' recovery
rating indicates expectations for negligible (0% to 10%) recovery
in the event of default," S&P said.

"The ratings on privately owned HD Supply reflect the company's
'satisfactory' business risk profile as a major industrial
distributor of infrastructure and energy, maintenance, repair and
improvement, and specialty construction products," said Standard &
Poor's credit analyst John Sico. "The rating also reflects the
company's "highly leveraged" financial risk profile and the impact
on its operating performance arising from the protracted weakness
in U.S. construction activity. However, the company's business-
line diversity, leading market positions, and operational scale to
weather the construction downturn partly offset these factors.
Although we remain uncertain about the potential recovery in the
construction cycle, HD Supply continues to expand its share of
sales in the maintenance, repair, and operations (MRO) and
infrastructure markets, and reduce the effect of the weak
construction markets on its near- to intermediate-term operating
performance. Its capital structure has almost $6 billion of funded
debt."

"HD Supply's operations improved in the first half of the fiscal
year, including a 12% increase in sales and a 29% increase in
EBITDA, with good performance sequentially through the past fiscal
year despite still-weak end markets. Although we expect certain
end markets, including construction, to remain weak, HD Supply has
improved its operations, and we expect further modest improvement
in operations as the company maintains adequate liquidity," S&P
said.

"We view HD Supply's business risk profile as satisfactory. The
company has leading market positions in its diverse lines of
business and scale advantages over its competitors, which
continues to help it endure through a protracted weak period in
U.S. residential and nonresidential construction. Residential and
nonresidential construction markets now only account for about
one-third of the company's business, which constituted just
greater than one-half of its business several years ago. We
believe that HD Supply's business is stabilizing. The MRO and
infrastructure markets now account for about two-thirds of its
business--these tend to be less cyclical than construction. The
construction markets appear to be gradually improving from their
lows but may remain relatively weak compared with prior spending,"
S&P said.

"Despite some end-market pressures, HD Supply has generated
positive cash flow, which we expect to continue, based on its
business segments, geographic diversity, industrial MRO business
(which is less exposed to the housing and commercial construction
downturn), and its prior cost-cutting actions, including branch
closings and personnel reductions. The company has seen an
improvement in its industrial MRO business, which moves in tandem
with improved industrial demand. Over the longer term, we believe
HD Supply's leading business positions and scale of operations
should provide competitive advantages. HD Supply's business is not
very capital expenditure-intensive," S&P said.

"We assess the company's financial risk profile as highly
leveraged, initially because of its leveraged buyout in 2007 and
subsequently because of the weak market conditions. However, some
of the capital structure's features preserve liquidity despite the
operating downturn that occurred, and its liquidity is well above
the minimal liquidity requirements (before testing its financial
covenants)," S&P said.

"HD Supply recently refinanced its capital structure, and we view
the extension of maturities on its new debt as somewhat
beneficial. Pro forma for the new unsecured note offering it will
have some remaining subordinated debt maturing in 2015. The
company had issued in April 2012 new payment-in-kind (PIK) senior
notes that are owned by the sponsors. We expect the company to
have adequate sources of liquidity to meet its cash outlays. We do
not expect the company to make any large acquisitions. Although
the refinancing essentially leaves total debt outstanding
relatively unchanged, the capital structure will still have almost
$6 billion of funded debt," S&P said.

"The stable outlook reflects the modest but continual improvement
in HD Supply's operating performance and EBITDA. Although there is
still a risk that the currently weak end-market conditions will
not improve measurably, we believe that the company generates
sufficient cash flow to service its interest payments. Its current
adequate liquidity supports the rating, and if its EBITDA to cash
interest coverage falls to less than 1x, the company has access to
cash and revolving credit availability to meet any shortfalls that
may occur in the near term," S&P said.

"Adequate liquidity and the lack of any sizable near-term debt
maturities offset significant uncertainty about operating
profitability and cash flow over the next year. However, if, for
example, EBITDA to cash interest coverage remains depressed, we
see no prospects for improvement, and liquidity diminishes, we
could lower the ratings. We consider raising the ratings to be
unlikely at this time because of the relatively weak, albeit
improving, construction market conditions," S&P said.


HEALTHWAREHOUSE.COM INC: Inks Partnership Pact with MedImpact
-------------------------------------------------------------
Healthwarehouse.com announced that on Aug. 2, 2012, it and
MedImpact HealthCare Systems, Inc., entered into an agreement
where HealthWarehouse.com will serve as a non-exclusive mail-order
pharmacy partner to MedImpact and its clients.  Through the
partnership, HealthWarehouse.com will work with MedImpact and its
clients to fulfill mail-order pharmacy services.

MedImpact is the one of the largest PBMs in the United States,
providing pharmacy benefit management services to the nation's
health plans, hospitals and employers, covering more than 35
million lives.

                     About HealthWarehouse.com

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

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

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

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

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


HEARTLAND ECONOMIC: Case Summary & 4 Unsecured Creditors
--------------------------------------------------------
Debtor: Heartland Economic Development Authority, Inc.
        P.O. Box 1761
        Bartow, FL 33831

Bankruptcy Case No.: 12-15119

Chapter 11 Petition Date: October 13, 2012

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

Debtor's Counsel: Tanya M. Comparetto, Esq.
                  TANYA M. COMPARETTO, P.A.
                  1937 East Edgewood Drive
                  Lakeland, FL 33803
                  Tel: (863) 686-6883
                  Fax: (863) 616-9143
                  E-mail: Tanya@tmclaw.net

Scheduled Assets: $3,388,000

Scheduled Liabilities: $691,661

A copy of the Company's list of its four largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/flmb12-15119.pdf

The petition was signed by Dennis Goosby, secretary.


HW HEARTLAND: Wants Access to Prepetition Lender's Cash Collateral
------------------------------------------------------------------
HW Heartland, L.P., asks the U.S. Bankruptcy Court for the
Northern District of Texas for authorization to use cash
collateral of Hillcrest Bank, the prepetition lender, pursuant to
a budget.

As adequate protection, Hillcrest Bank will be granted additional
and replacement security interests in all of the Debtor's now
owned and after-acquired real and personal property and assets,
excluding avoidance actions arising under Chapter 5 of the
Bankruptcy Code.

Hillcrest Bank will also be entitled to payments of its attorney's
fees incurred in the Chapter 11 case on a monthly basis not to
exceed $25,000 per month.

As of the Petition Date, the outstanding balance owed to Hillcrest
Bank was $31,226,280, secured by all of the assets and property of
the Debtor.

A hearing to consider the cash collateral motion is scheduled for
Oct. 18, 2012, at 1:15 p.m.
HW Heartland, L.P., filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 12-35790) in its hometown in Dallas on Sept. 3, 2012.
The Debtor estimated assets and debts of at least $10 million.
Judge Barbara J. Houser oversees the case.  The Debtor tapped
Stephen M. Pezanosky, Esq., at Haynes and Boone, LLP, in Dallas,
as counsel.  The petition was signed by Lance Fair, authorized
signatory, HW Heartland GP, LLC, the sole general partner of the
Debtor.


I-SHREE, INC.: Case Summary & 9 Unsecured Creditors
---------------------------------------------------
Debtor: I-Shree, Inc.
        dba Super 8 Motel
        3014 Frontage Road
        Warsaw, IN 46580
        Tel: (574) 238-3575

Bankruptcy Case No.: 12-33495

Chapter 11 Petition Date: October 3, 2012

Court: U.S. Bankruptcy Court
       Northern District of Indiana (South Bend Division)

Judge: Harry C. Dees, Jr.

Debtor's Counsel: J. Richard Ransel, Esq.
                  THORNE, GRODNIK, LLP
                  228 West High Street
                  Elkhart, IN 46516
                  Tel: (574) 294-7473
                  Fax: (574) 294-5390
                  E-mail: jransel@tglaw.us

Scheduled Assets: $1,040,000

Scheduled Liabilities: $1,688,382

A copy of the Company's list of its nine largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/innb12-33495.pdf

The petition was signed by Jayindra Patel, general manager.


INDIANAPOLIS, IN: S&P Lowers Rating on Series 2011B Bonds to 'BB'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings to 'BBB-'
from 'A-' on Indianapolis, Ind.'s (Heart's Landing Apartments)
multifamily housing revenue bonds series 2011A and taxable 2011A-
T, and to 'BB' from 'BBB-' on the project's subordinate series
2011B bonds. The outlook is negative.

"The downgrade is due to a decline in maximum annual debt service
coverage on the bonds based on the first eight months of 2012's
financials," said Standard & Poor's credit analyst Ki Beom Park.
"In addition, the project's occupancy has dropped and the expense
ratio has weakened. However, these weaknesses are somewhat offset
by the project's approved rental increases in 2011 and debt
service reserve fund, which is funded at 12 months' maximum annual
debt service."


INVESTORS LENDING: Debtor/Committee Plan Outline Hearing on Friday
------------------------------------------------------------------
The bankruptcy judge will convene a hearing Oct. 12, at 2:00 p.m.,
to consider approval of the joint disclosure statement filed by
Investors Lending Group LLC and its Official Committee of
Unsecured Creditors.  The hearing was originally scheduled for
Sept. 25.

The Creditors Committee filed objections to the Chapter 11 plan
filed by the Debtor.  Following negotiations, the Debtor and the
Committee on Aug. 28, 2012, filed a Joint Chapter 11 Plan.

According to the Disclosure Statement, the Debtor owns a number of
properties valued a total of $6.48 million.  Secured claims total
$2.035 million.  Unsecured claims total $18.3 million.

Under the Plan:

   * United Community Bank, which has an allowed claim of $492,000
     on a promissory note, will receive these real properties of
     the Debtor valued at $520,000: 106 Covenant Lane, Savannah
     Georgia; 123 Harvest Drive, Springfield Georgia; 1527 Agate
     Street, Savannah, Georgia; 4021 1st Street, Garden City,
     Georgia; and 815 Elliot Street, Savannah, Georgia;

   * Bank of The Ozarks, owed $695,000, will receive five
     properties of the Debtor: 135 Kingman Avenue, 145 S. Campbell
     Avenue, 1712 Reynolds Street, 729 E. Walburg Street, and
     802 Carver Street, in Chatham Co., Georgia;

   * Other secured creditors like The Coastal Bank (owed $342,00))
     and Ameris Bank (Owed $507,000), will also be paid in full by
     the surrender of collateral;

   * The Debtor will retain certain properties; and

   * Holders of general unsecured claims will be paid from net
     proceeds quarterly until assets are liquidated.

United Community Bank objects to the values of the properties
asserted in the Disclosure Statement.  Bank of The Ozarks also
objected, pointing out that the Disclosure Statement used
appraisals that were made well before the Chapter 11 filing.  BTO
says it should be allowed to seek a deficiency judgment against
the Debtor.

The bankruptcy judge, at the behest of BTO, will convene a
separate hearing on the valuation of collateral on Oct. 12.

A copy of the Disclosure Statement explaining the Committee's and
Debtor's Plan is available for free at:

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

                    About Investors Lending

Based in Savannah, Georgia, Investors Lending Group LLC filed for
Chapter 11 (Bankr. S.D. Ga. Case No. 11-41963) on Sept. 21, 2011.
Judge Lamar W. Davis Jr. presides over the case.  James L. Drake,
Jr. P.C., acts as counsel to the Debtor.  The Debtor scheduled
assets of $14,197,900 and debts of $18,634,570.  The petition was
signed by Isaac L. Rabhan, CEO/assistant manager.

C. James McCallar, Jr., Esq., and Tiffany E. Caron, Esq., at
McCallar Law Firm, in Savannah, Georgia, represent the Official
Committee of Unsecured Creditors.


INTEGRATED FREIGHT: Sells Cross Creek and Triple C for $2
---------------------------------------------------------
Integrated Freight Corporation sold all of the common stock of its
subsidiaries, Cross Creek Trucking, Inc., and Triple C Transport,
Inc., to Deep South Capital LLC for $1 each subsidiary.  The
transactions were effective June 30, 2012.

Cross Creek had no operations, no assets not subject to security
interests and liabilities of approximately $2.2 million.  Triple C
had no operations, no assets and liabilities of approximately $1.8
million.

For each transaction, the Company issued 5,000,000 shares of the
Company's common stock, valued at $25,000 based on the closing
price of the Company's common stock reported on OTCMarkets.com on
that date, to Deep South as an inducement for its purchase of the
Company's subsidiaries.

The Company does not expect to incur any future cost associated
with the disposal of Triple C and Cross Creek.

Meanwhile, the Company has approved the issue, but has not yet
issued, 42.5 million shares of its common stock to Fuselier and
Co., Inc., Henry P. Hoffman, Jackson L. Morris, Matthew Veal, Deep
South Capital LLC and Deep South Capital LLC.

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

                        http://is.gd/frHb4I

                      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.


ISAACSON STEEL: Sues Passumpsic Bank to Recoup Funds
----------------------------------------------------
Isaacson Steel, Inc., and Isaacson Structural Steel, Inc., filed
an adversary proceeding against Passumpsic Savings Bank, seeking:

    (i) recovery of all or part of $108,969.71 transferred
        to the bank on June 10, 2011, when the Debtor was
        insolvent;

   (ii) equitable subordination of the claims (Proof of Claim
        No. 42) asserted by the bank;

  (iii) recovery of the damages caused by the bank's alleged
        breach of duties owed the Debtor, including (a) a duty
        to avoid injuring the Debtor by exercising reasonable
        care in administering the Loans that gave rise to the
        bank's Claim, (b) the duties of due care, full
        disclosure and reasonable advice, and (c) the duty to act
        in good faith and deal fairly with the Debtor in
        connection with the implementation and administration of
        the Loan Documents;

   (iv) disallowance of the bank's Claim in whole or in part; and

    (v) damages and injunctive relief preventing the bank from
        prosecuting a lawsuit filed against one or more of the
        Debtor's directors and officers in violation of 11 U.S.C.
        Section 362(a).

                   About Isaacson Structural Steel

Based in Berlin, New Hampshire, Isaacson Structural Steel, Inc.,
filed for Chapter 11 bankruptcy (Bankr. D. N.H. Case No. 11-12416)
on June 22, 2011.  Bankruptcy Judge J. Michael Deasy presides over
the case.

Isaacson Structural Steel estimated both assets and debts of
$10 million to $50 million.  The petition was signed by Arnold P.
Hanson, Jr., president.

An official committee of unsecured creditors has been appointed in
Isaacson Structural Steel's case.  Nixon Peabody LLP, and Mesirow
Financial Consultants represents the Committee.

A bankruptcy petition was also filed for Isaacson Steel, Inc.
(Bankr. D. N.H. Case No. 11-12415) on June 22, 2011, estimating
assets and debts of $1 million to $10 million.  The petition was
signed by Arnold P. Hanson, Jr., president.  William S. Gannon,
Esq., also represents Isaacson Steel.

No trustee or examiner has been appointed in this case.


ISAACSON STEEL: Can Hire Verdolino & Lowey as Accountant
--------------------------------------------------------
The Bankruptcy Court has authorized Isaacson Steel, Inc., and
Isaacson Structural Steel, Inc., to employ Craig R. Jalbert and
Verdolino & Lowey, P.C., to serve as the Debtors' accountant to:

     a. prepare and file Federal Returns and State Returns with
        supporting schedules for ISI for the Tax Periods Ended
        April 30, 2011, and April 30, 2012;

     b. prepare and file Federal Returns and State Returns with
        supporting schedules for ISSI for the Tax Period Ended
        Oct. 31, 2011; and

     c. bring the tax information up to date from Nov. 1, 2011, to
        May 1, 2012, for ISSI.

Under the terms of the Engagement, the Accountant will be paid on
an hourly fee or time and efforts basis based primarily on the
amount of time and effort reasonably expended in providing the
Services and reimbursed for out-of-pocket costs reasonably
incurred in connection with the Services provided to the Debtor
subject to the Rules of Professional Conduct pertaining to the
amount of time and efforts fees which may be properly charged to a
client and Bankruptcy Court approval.  The hourly rates range from
$415 for a principal to $85 for clerical staff.

The Accountant will limit the cost of services to a total of
$18,000, allocated $11,000 to ISI and $7,000 to ISSI.

                   About Isaacson Structural Steel

Based in Berlin, New Hampshire, Isaacson Structural Steel, Inc.,
filed for Chapter 11 bankruptcy (Bankr. D. N.H. Case No. 11-12416)
on June 22, 2011.  Bankruptcy Judge J. Michael Deasy presides over
the case.

Isaacson Structural Steel estimated both assets and debts of
$10 million to $50 million.  The petition was signed by Arnold P.
Hanson, Jr., president.

An official committee of unsecured creditors has been appointed in
Isaacson Structural Steel's case.  Nixon Peabody LLP, and Mesirow
Financial Consultants represents the Committee.

A bankruptcy petition was also filed for Isaacson Steel, Inc.
(Bankr. D. N.H. Case No. 11-12415) on June 22, 2011, estimating
assets and debts of $1 million to $10 million.  The petition was
signed by Arnold P. Hanson, Jr., president.  William S. Gannon,
Esq., also represents Isaacson Steel.

No trustee or examiner has been appointed in this case.


JENNE HILL: Wells Fargo Withdraws Property Valuation Request
------------------------------------------------------------
Wells Fargo Bank, N.A., notified the U.S. Bankruptcy Court for the
Western District of Missouri has withdrawn its motion for
valuation of its real property security.

As reported in the Troubled Company Reporter on Aug. 8, 2012,
Wells Fargo has requested that the Court establish the value of
its real property collateral as $9,710,000.  Wells Fargo is the
holder of a claim secured principally by parcels of improved real
property in Columbia, Boone County, Missouri, Jenne Hill
Townhomes, L.L.C. has valued the real property collateral of Wells
Fargo at $13,000,000.  Wells Fargo believes that the value of the
real property is significantly less than that amount.

The Court has granted orders authorizing the Debtor to use cash
collateral.

                         About Jenne Hill

Columbia, Missouri-based Jenne Hill Townhomes, L.L.C., is a
Missouri limited liability company that owns and operates a
complex of high end townhomes in Columbia, Missouri.  The Debtor
filed for Chapter 11 bankruptcy (Bank. W.D. Mo. Case No.11-22129)
on Dec. 22, 2011.  In its schedules, the Debtor disclosed
$14,131,453 in assets and $9,743,209 in liabilities.

The petition was signed by Fredd Spencer, manager.  Judge Dennis
R. Dow presides over the case.  Bryan C. Bacon, Esq., at Van
Matre, Harrison, Hollis, and Taylor, P.C., in Columbia, Missouri,
serves as the Debtor's counsel.

Plan payments and distributions under the Plan will be funded by
the Debtor's rental income from the Townhome Complex.

Under the Plan, Wells Fargo is entitled to interest of $3.27% per
annum on the 2008 note and 5.25% on the 2009 note.  Wells Fargo's
secured claim of $9,607,243 will be amortized over 25 years with
interest at 5.5% per annum, which yields a monthly payment of
$58,996.

General unsecured claims in the aggregate amount of approximately
$23,203 will be paid in full in cash within 30 days of the
Effective Date of the confirmed Plan.


JO-ANN STORES: Moody's Rates $325-Mil. Senior Notes 'Caa1'
----------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating the proposed $325
million Senior notes due 2019 to be issued by Jo-Ann Stores
Holdings Inc. (Jo-Ann Holdings) and affirmed all other ratings
including Jo-Ann Stores Inc.'s (Jo-Ann) B2 Corporate Family
Rating. The outlook for the company was revised to negative from
stable.

Proceeds from the Seniore notes will be used to fund an
approximately $325 million distribution to shareholders. The notes
will not be guaranteed by Jo-Ann or any of Jo-Ann's subsidiaries.
The company is required to pay interest in cash however, under
certain circumstances, it will have the option to pay certain
percentages of interest in kind.

The rating is subject to review of final documentation. Upon
completion of the transaction, Jo-Ann's Corporate Family and
Probability of Default ratings will be moved to Jo-Ann Holdings.

Moody's took the following rating actions for Jo-Ann Stores
Holdings Inc:

-- Senior unsecured notes due 2019 assigned at Caa1 (LGD 6, 93%)

The following ratings were affirmed and LGD Assessment updated for
Jo-Ann Stores Inc:

-- Corporate Family Rating affirmed at B2;

-- Probability of Default Rating affirmed at B2;

-- Senior secured term loan due 2018 affirmed at B1 (LGD3, 32%)

-- Senior notes due 2019 affirmed at Caa1(LGD5, 77%)

Ratings Rationale

The outlook change to negative reflects the increased risk profile
due to higher enterprise-wide debt and leverage and shift to a
more aggressive financial strategy due to the proposed dividend,
which occurs 18 month after the acquisition of the company by
Leonard Green & Partners ("Leonard Green"). The proposed dividend
represents a significant majority of the original equity invested
in the company by Leonard Green. Pro forma for the transaction Jo-
Ann's Lease adjusted debt/EBITDA will increase from six times to
around 6.8x, above Moody's trigger for a potential downgrade.
Following this transaction there will be no cushion for
incremental debt increases.

Jo-Ann's ratings are supported by the positive characteristics of
the craft and hobby category, which has a loyal customer base and
positive demographic trends. The rating also reflect the company's
resilient performance during the recent recession reporting
positive trends in sales and operating profits since 2007.
Following the closing of the proposed transaction the additional
debt burden will place additional pressure on Jo-Ann to continue
to grow EBITDA and pay debt using operating cash flows, and
Moody's expects the company to modestly reduce leverage over the
next few quarters. Jo-Ann's liquidity is expected to remain good
as internal cash flow is expected to cover cash flow needs as well
as fund addition store openings and remodeling. The Company also
has a $375 million dollar asset based lending facility that will
be available for seasonal borrowings.

The Caa1 rating assigned to Jo-Ann Holdings senior notes reflects
their significant level of structural subordination to all
liabilities at Jo-Ann including the company's (unrated) $375
million asset based revolver, the secured Term Loan B and Jo-Ann's
$450 million senior unsecured notes.

Although unlikely in the near term, ratings could be upgraded if
the company continues to demonstrate sales growth and operating
margin expansion while deleveraging its balance sheet.
Quantitatively ratings could be upgraded if debt/EBITDA is
sustained below 5.5 times and interest coverage exceeds 1.75
times. Ratings could be stabilized as the company utilizes its
free cash flow to return to current (pre-dividend) metrics.

Ratings could be downgraded if the Company fails to return its
debt/EBITDA level below 6.5 times over the next few quarters or if
the company's recent positive trends in sales and operating profit
growth begin to reverse, liquidity erodes or financial policies
become more aggressive. Ratings could also be downgraded if
interest coverage falls below 1.25 times.

The principal methodology used in rating Jo-Ann Stores, Inc. and
Jo-Ann Stores Holdings Inc. was the Global Retail Industry
Methodology published in June 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.

Headquartered in Hudson, OH, Jo-Ann Stores, Inc. ("Jo-Ann") is a
leading retailer of fabrics and craft supplies offering a wide
range of products for quilting, apparel, craft and home d‚cor
sewing. Jo-Ann operates over 790 stores in 49 states. LTM revenues
are in excess of $2.2 billion.


JO-ANN STORES: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Hudson, Ohio-based Jo-Ann Stores Inc. and revised
the outlook to stable from positive. "In addition, we are
assigning a 'B' corporate credit rating to Jo-Ann Stores Holdings
Inc. (Holdings)," S&P said.

"We assigned a 'CCC+' (two notches below the corporate credit
rating) issue-level rating to the company's proposed $325 million
senior unsecured paid-in-kind (PIK) notes due 2019. The recovery
rating is '6', indicating our expectation of negligible (0% to
10%) recovery for noteholders in the event of a payment default,"
S&P said.

"At the same time, we affirmed the 'B+' (one notch above the
corporate credit rating) issue-level rating on the company's $650
million senior secured term loan B facility due 2018. The recovery
rating is '2', indicating our expectation of substantial (70% to
90%) recovery for lenders in the event of a payment default. We
also affirmed the 'CCC+' (two notches below the corporate credit
rating) issue-level rating on the company's $450 million senior
unsecured notes due 2019. The recovery rating is '6', indicating
our expectation of negligible (0% to 10%) recovery for noteholders
in the event of a payment default," S&P said.

"The rating action reflects our view that the company's financial
ratios will weaken following the proposed debt issuance, but will
return to near current levels over the next 12 months, including
adjusted total debt to EBITDA approaching 7x after the debt
issuance that improves to near 6x," said Standard & Poor's credit
analyst Brian Milligan. "We no longer forecast an improvement in
the company's financial ratios to levels indicative of an
'aggressive' financial risk profile under our criteria, which was
the primary basis for our previous positive outlook. Profit growth
remains the primary driver of ratio improvement in our view."

"The outlook is stable, reflecting our forecast that the proposed
debt issuance will lead to some improvement in financial ratios,
but they will remain within levels indicative of a highly
leveraged financial risk profile," S&P said.

"We could lower our ratings if positive operating performance
stalls or worsens, causing financial ratios to remain near pro
forma levels, including adjusted leverage in the high-6x area,"
S&P said.

"We could raise our ratings if operating performance exceeds our
current expectations or, though we consider this less likely, if a
change in financial policies allows financial ratios to reach
levels indicative of an aggressive financial risk profile,
including adjusted leverage of 5x. Based on second-quarter fiscal
2013 results and pro forma for the proposed debt issuance, EBITDA
growth of about 37% or debt reduction of nearly $600 million is
necessary for adjusted leverage to reach 5x," S&P said.


JOHN L. SMITH: Deferred $600,000 Income Until After Season
----------------------------------------------------------
Brent Schrotenboer, writing for USA TODAY Sports, reports that one
week before filing for bankruptcy, Arkansas football coach John L.
Smith arranged to have $600,000 of his $850,000 in pay deferred
until after the season -- a move that bankruptcy experts say
raises legal questions because it could keep that money away from
his creditors.

Public records obtained from the university by USA TODAY Sports
show that Mr. Smith signed an agreement on Aug. 30 to collect a
$300,000 payment on Dec. 31, 2012, and another $300,000 on Feb.
23, 2013.  The money would come from the Razorback Foundation, a
nonprofit fund-raising arm of the athletic department.

According to the report, the rest of Mr. Smith's compensation --
$250,000 -- would come from the university in monthly payments.

"It was an obvious attempt to avoid having to turn the cash over
to the Chapter 7 bankruptcy trustee and alter the amount of income
he had to show," said Scott Ehrlich, a professor and bankruptcy
expert at the California Western School of Law, according to the
report.

The report relates Mr. Smith, in his bankruptcy petition, lists
$40 million in liabilities, most owed to banks and fellow
investors from failed real estate investments in Kentucky.  He
lists just $1.3 million in assets, including $1.2 million tied up
in retirement accounts.  Mr. Smith states his current gross
monthly income as just $19,856.

The report also notes Mr. Smith last week updated his bankruptcy
form to state he had earned $134,832 so far in 2012 from Arkansas.
If he had been paid the full amount of his $850,000 contract
monthly, it would have been near $425,000.

By contrast, according to USA Today, Mr. Smith's predecessor at
Arkansas, Bobby Petrino, received his regular pay in equal monthly
installments from the university and foundation.

The report says Arkansas has referred questions about Mr. Smith's
bankruptcy to his attorney, who didn't return messages seeking
comment.  The report also notes Mr. Ehrlich, the bankruptcy
expert, said the change in Mr. Smith's contract should be
scrutinized.

The report relates a meeting of creditors in the Smith bankruptcy
is scheduled for Friday in Fayetteville.

Mr. Smith filed a Chapter 7 bankruptcy petition on Sept. 6, 2012,
in the U.S. Bankruptcy Court in the Western District of Arkansas,
for debts he incurred through real estate investments in Kentucky.


K-V PHARMACEUTICAL: Can Employ Epiq as Administrative Agent
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized K-V Pharmaceutical Company, et al., to employ Epiq
Bankruptcy Solutions, LLC, as administrative agent in the Debtors'
Chapter 11 cases, nunc pro tunc to the Petition Date.

Epiq will:

   a. assist with, among other things, solicitation, balloting,
      tabulation and calculation of votes, as well as preparing
      any appropriate reports, as required in furtherance of
      confirmation of plan(s) of reorganization;

   b. generate an official ballot certification and testify, if
      necessary, in support of the ballot tabulation results;

   c. gather data in conjunction with the preparation, and assist
      with the preparation, of the Debtors' schedules of assets
      and liabilities and statements of financial affairs;

   d. generate, provide and assist with claims reports, claims
      objections, exhibits, claims reconciliation, and related
      matters;

   e. provide a confidential data room;

   f. manage any distributions pursuant to a confirmed chapter 11
      plan; and

   g. provide other claims processing, noticing, solicitation,
      balloting and other administrative services.

A copy of the Services Agreement is available at:

          http://bankrupt.com/misc/kvpharma.doc111-1.pdf

                     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.


K-V PHARMACEUTICAL: Hires W&C as Litigation Counsel
---------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized K-V Pharmaceutical Company, et al., to employ William &
Connolly LLP as special litigation counsel to the Debtors, nunc
pro tunc to the Petition Date.

As reported in the TCR on Sept. 13, 2012, W&C was retained by the
Debtors in connection with a lawsuit filed by K-V Pharmaceutical
Company and Ther-Rx Corporation against the United States Food and
Drug Administration and the United States Department of Health &
Human Services in the District Court for the District of Columbia.

According to the Debtors, the FDA Litigation seeks preliminary and
permanent declaratory and injunctive relief to restore the
Debtors' rights under the Orphan Drug Act to market exclusivity
for Makena(R), the Debtors' most valuable product.

The W&C attorneys leading the engagement are Richard Cooper, Holly
M. Conley and Michael V. Pinkel.  Additional attorneys providing
services to the Debtors have current standard hourly rates ranging
between $885 and $455.  Legal assistants and litigation support
personnel have current standard hourly rates ranging between $315
and $180.

To the best of the Debtors' knowledge, W&C does not hold or
represent any interest adverse to the Debtors on any matters in
which the firm is to be engaged.

                     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.


K-V PHARMACEUTICAL: SNR Denton Hired for Medicaid Litigation
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized K-V Pharmaceutical Company, et al., to employ SNR
Denton US LLP as special litigation and regulatory counsel to the
Debtors, nunc pro tunc to the Petition Date.

As reported in the TCR on Sept. 13, 2012, SNR will, among other
things:

   a) continue or commence additional litigation actions on behalf
      of the Debtors as plaintiffs in state Medicaid actions;

   b) analyze the viability of claims and causes of action against
      compounding pharmacies;

   c) advise the Debtors regarding potential other causes of
      action related to Makena(R);

   d) continue litigation involving the Debtors' former chief
      executive officer and member of the board of directors, Marc
      S. Hermelin;

   e) assist on various federal and state regulatory and
      reimbursement questions and issues that arise related to
      Makena(R) and other products; and

   f) assist with issues arising from product liability cases and
      any lift stay motions or suggestions of bankruptcy related
      to the same.

The SNR Denton attorneys leading the engagement are Gadi Weinreich
and Peg Hall.  Additional attorneys are rendering services at
discounted rates that are well below their 2012 standard hourly
rates.  These discounted hourly rates range between $238 and $716.
Legal assistants will be billed at discounted hourly rates ranging
between $200 and $280.

To the best of the Debtors' knowledge, SNR Denton does not hold or
represent any interest adverse to the Debtors on any matters in
which SNR Denton is to be engaged.

                     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.


K-V PHARMACEUTICAL: Can Employ EY LLP as Tax Advisor
----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized K-V Pharmaceutical Company, et al., to employ Ernst &
Young LLP as tax advisor to the Debtor, nunc pro tunc to the
Petition Date.

As reported in the TCR on Sept. 14, 2012, EY LLP will, among other
things:

   i) provide advice regarding the tax implications of the
      Debtors' bankruptcy restructuring alternatives and post-
      bankruptcy operations;

  ii) assist the Debtors in understanding reorganization or
      restructuring alternatives they are considering that may
      result in a change in the equity, capitalization or
      ownership of the shares of the Debtors or their assets; and

iii) advise with respect to the calculations related to historic
      changes in ownership of Debtors' stock that may restrict the
      use of tax attributes (such as net operating loss, capital
      loss and credit carry forwards and built-in losses) and the
      amount of any such limitation.

The hourly rates of EY LLP's personnel are:

     Partner/Principal                          $600
     Partner/Principal and Executive Director   $525
     Senior Manager                             $430
     Manager                                    $375
     Senior                                     $275
     Staff                                      $190

To the best of the Debtors' knowledge, EY LLP does not have an
interest adverse to the interest of the estate or of any class of
creditors or equity security holders.

                     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.


KOECKRITZ INTERNATIONAL: Case Summary & Creditors List
------------------------------------------------------
Debtor: Koeckritz International, Inc.
        1400 Hicks Road
        Rolling Meadows, IL 60008

Bankruptcy Case No.: 12-39415

Chapter 11 Petition Date: October 3, 2012

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Eugene R. Wedoff

Debtor's Counsel: David R. Herzog, Esq.
                  HERZOG & SCHWARTZ, P.C.
                  77 W. Washington, Suite 1717
                  Chicago, IL 60602
                  Tel: (312) 977-1600
                  E-mail: drhlaw@mindspring.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
is available for free at http://bankrupt.com/misc/ilnb12-39415.pdf


LANDMARK MEDICAL: Judge Approves Sale to Prime Healthcare
---------------------------------------------------------
Boston.com reports that Superior Court Judge Michael Silverstein
approved Landmark Medical Center's sale to Prime Healthcare
Services.

Massachusetts-based Steward Health Care System last month backed
out of a deal to buy the medical center, according to the report.
Landmark has been in receivership since 2008.

The report notes that the deal still needs approval from the state
attorney general and state health department.

A spokesman for Prime tells The Associated Press the company looks
forward to keeping the "vital" community hospital financially
stable and a provider of critical health care services, the report
notes.  Mr. Silverstein said Prime plans to invest $60 million in
the hospital over five years, the report relates.


LM US: Moody's Assigns 'B3' Corp. Family Rating
-----------------------------------------------
Moody's Investors Service has assigned initial ratings, including
a B3 corporate family rating, to LM U.S. Member LLC ("Landmark"
and includes co-borrower, LM U.S. Corp Acquisition Inc.), the main
acquisition entity through which the leveraged buy-out of Landmark
Aviation FBO Holdings LLC will occur. The rating outlook is
stable.

Ratings:

  Corporate Family Rating, assigned B3

  Probability of Default, assigned B3

  $75 million first lien revolver due 2017, assigned B2, LGD 3,
  34%

  $260 million first lien term loan due 2019, assigned B2, LGD 3,
  34%

  $130 million second lien term loan due 2020, assigned Caa2, LGD
  5, 84%

Rating Outlook, Stable

Ratings Rationale

The B3 corporate family rating reflects that, despite a large up
front equity investment, high financial leverage (debt to EBITDA
above 7x, Moody's-adjusted basis) and 2013/2014 capital projects
planned will limit the amount of free cash flow available for debt
reduction. Further, while jet-based general aviation activity
levels should improve over the next few years, high financial
leverage makes the prospect of healthier credit statistics rather
dependent on the magnitude of activity growth ahead. Should
activity levels expand moderately, rather than robustly, elevated
leverage will be prolonged; the B3 CFR acknowledges this need for
rather strong growth to temper the initially high leverage burden
and to establish better financial resiliency. Small size, a recent
history of low operating profit, and growth ambitions that could
sustain debt levels further inform the rating.

Nonetheless, the rating encompasses a well-positioned network of
general aviation fixed base operations ("FBO") properties, one
that has grown in recent years through both new contract wins and
acquisitions. Landmark's flagship locations possess long-term
leases at high traffic airport locations where significant
opportunities for general aviation maintenance/repair/overhaul
services ancillary to fuel sales exist. As well, about half of the
portfolio represents locations where Landmark is the airport's
sole FBO provider. Should general activity levels strongly ramp up
across the U.S., the FBO portfolio is sufficiently broad that
earnings and cash flow growth would follow in-step, permitting
debt prepayments and/or internally funded acquisition spending,
particularly beyond 2014.

The rating outlook is stable. U.S. fixed wing general aviation
hours flown reached a trough in 2009 and have risen, but only by
about 10% since. Unless the economy falters, the likelihood of a
material decline in hours flown seems remote which supports the
prospect of stable revenue. Good size of the planned revolving
credit with minimal if any initial draw under it, low scheduled
debt amortizations, and good probability of near-term covenant
compliance add support. Further, Landmark re-sets its fuel prices
regularly while holding only a small supply of fuel; the practice
limits risk of volatile earnings from spot oil price moves.

Upward rating momentum would depend on expectation of debt to
EBITDA in the 5x range with free cash flow to debt in the mid
single digit range. Downward rating pressure would follow debt to
EBITDA above 8x or liquidity concerns, such as those stemming from
covenant compliance, much revolver dependence or lack of free cash
flow. (All foregoing metrics are on a Moody's-adjusted basis.)

The principal methodology used in rating Landmark was the Global
Aerospace and Defense Industry Methodology published in June 2010.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

LM U.S. Member LLC ("Landmark") is the acquisition vehicle through
which entities of the Carlyle Group will acquire Landmark Aviation
FBO Holdings LLC ("Landmark Aviation"). Headquartered in Houston,
TX. Landmark Aviation operates 50 bases for general aviation
services across North America and Western Europe. Principal
offerings include refueling, light maintenance and repair of
private jets, replacement parts as well as airplane parking,
cleaning and chartering on behalf of owners. Revenues in 2011 were
about $494 million.


LOCATION BASED TECH: AT&T Buys $880,000 of PF-886 Devices
---------------------------------------------------------
Location Based Technologies Inc. received a purchase order from
AT&T to for $880,000 worth of PF-886 devices.

The PF 886 is a dedicated A-GPS device for customers who need the
ability to track and manage highly mobile assets from the office
or while actively in the field.  The device comes with a 2, 3 or 4
wire option that delivers a broad array of features and
functionality to meet the diverse requirements of today's business
environment or it can be used un-tethered for extended periods of
time.  The device itself is a mere 4.25 inches by 2.2 inches and
weighs only 5.7 ozs.

                 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."


LON MORRIS: Hiring Tranzon Auction to Market, Sell Property
-----------------------------------------------------------
Kelly Gooch, writing for Tyler Morning Telegraph, reports that Lon
Morris College is asking the Bankruptcy Court for the Eastern
District of Texas for authority to employ Tranzon Auction
Resolutions to market and sell the school's real and personal
property.

The report notes Lon Morris has an estimated 112 acres of real
estate with various buildings such as dorms, class buildings,
athletic facilities, administration buildings, a library, a
chapel, and admission buildings, according to the application.

The report relates Dr. Jack Nelson, who has served as Lon Morris'
board vice president, said these buildings can be sold to pay
creditors as well as former employees.

According to the report, Lon Morris said in court papers the
auction should be accomplished through an agreement of at least
two of the major secured creditors "agreeing to a cash auction of
real estate by public auction free and clear of liens, claims,
charges, encumbrances and interests."

The report says Capstone Partners, which the school previously
hired to facilitate an agreement with an educational and financial
partner, has suspended its efforts, though there was interest,
partly because Lon Morris lost Title IV eligibility.  In August,
the college learned it will lose federal student aid and
subsequently decided to suspend the fall semester.

According to court papers, Lon Morris and Tranzon propose to
auction property on or around Nov. 15.  Sealed bids for the real
property must be submitted by Nov. 13.  A live auction will be
held Nov. 15 if competing offers are received.  Personal property
will be part of the sealed bid auction, according to the
application.

The report says a hearing is scheduled for Oct. 31, at which time
the judge could make a decision on the college's request.

The report also notes Joe Angle, whose firm represents the city of
Jacksonville, said the Lon Morris real estate could still be
purchased by an educational institution or another buyer, provided
that the bankruptcy court authorizes Lon Morris to go through the
auctioning process as it requested.  The city is still trying to
get back the rodeo grounds that it donated to Lon Morris.

Lon Morris is being represented by the law firm Webb & Associates
and McKool Smith PC.  Webb & Associates began providing services
to Lon Morris roughly nine weeks before the bankruptcy filing.
Webb & Associates serves as principal bankruptcy counsel, and
Timothy Webb, Esq., is primarily responsible for the
representation of the Debtor.

Hugh M. Ray, III, Esq., and the law firm of McKool Smith serve as
special counsel to assist the Webb law firm.  Mr. Ray's customary
rate is $575 per hour.  The firm's Christopher D. Johnson, Esq.
($415 per hour), and Kirk S. Cheney, Esq. ($350 per hour) are also
working on the case.

                     About Lon Morris College

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

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

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

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

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


LON MORRIS: Texas Nation's LOC Extended Until August 2013
---------------------------------------------------------
The Hon. Bill Parker of the U.S. Bankruptcy Court for the Eastern
District of Texas affirmed the Aug. 31, 2013, extension of the
letter of credit entered between Lon Morris College and Texas
National Bank.

On Aug. 31, 2011, Texas National issued a letter of credit at the
Debtor's request and in favor of the Department of Education in
the amount of $591,485, which was outstanding as of the Petition
Date and had an expiration date of July 31, 2012.

According to the Debtor, it was unable to obtain a replacement
letter of credit from other sources or otherwise comply with the
requirements of the DOE.  The Debtor is also unable to obtain an
extension of the letter of credit from Texas National Bank without
the Debtor granting to the Bank the rights and interests.

In this relation, the Debtor required extension of the letter of
credit for the continuation of its business.

The Debtor related that it does not owe and is not currently
liable: (1) to pay refunds of institutional or non-institutional
charges owed to or on behalf of current or former students of the
Debtor; and (2) for any acts or omissions by the Debtor in
violation of the requirements set forth in the Higher Education
Act of 1965, as amended, including the violation of any agreement
between the Debtor and the Secretary of the DOE regarding the
administration of programs under Title IV of the HEA.

                     About Lon Morris College

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

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

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

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

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


LONGVIEW POWER: Moody's Lowers Secured Credit Rating to 'Caa2'
--------------------------------------------------------------
Moody's Investors Service downgraded the secured credit facilities
of Longview Power, LLC to Caa2 from B3 and revised the outlook for
Longview to negative. The secured credit facilities are comprised
of a $451 million term loan due February 2014, a $499 million term
loan due October 2017, a $62 million revolving credit facility
terminating February 2013, a $38 million revolving credit facility
terminating February 2014, and $125 million of synthetic
revolver/letter of credit facilities terminating February 2014.

Ratings Rationale

The downgrade and negative outlook are a result of continuing
operating challenges at the project, which along with persistently
weak market conditions for the sale of both power and coal, has
further reduced Moody's expectations of the project's cash flow
generating ability and added strain to its near term liquidity
position and prospects for refinancing. The rating action
considers the February 2013 maturity of Longview's $62 million
revolving credit facility -- which will occur at a time when the
project is expected to be relying on this external source of
liquidity. The current rating and negative outlook reflect the
significant amount of leverage currently in place at the project
and considers that about half of these obligations are due to
mature in 2014. Given current market conditions, even if plant
operating performance were to normalize, Moody's anticipates
prospects for refinancing will be extremely limited.

Since its completion in December 2011, the project has encountered
an unusually high incidence of boiler tube leaks and other system
failures. Although the cause of a number of these failures have
been identified and rectified, questions surrounding the root
cause of issues with Longview's supercritical boiler and their
impact on the longer term operation of the project still remain.
After solid performance during March, additional boiler tube
failures were found during a scheduled May outage resulting in a
significant extension of the outage; in June, the project suffered
an extended outage as a result of an induced draft fan failure.
The culmination of these events led to a second quarter capacity
factor of just 42%, and a capacity factor of only 57% for the
first half of the year. Performance since June seems to be back on
track, with a July capacity factor of almost 80%, and even higher
dispatch in August and September; however, it is uncertain whether
a scheduled fall outage will reveal continued boiler fatigue.

In addition to operational issues, Longview's financial
performance and outlook continue to be pressured by weak power
markets and reduced market demand for coal. During the first half
of 2012 the project realized merchant power prices that were
approximately $28 MWh, or about 30% below forecast. While the
effect of lower power prices was partially offset by a hedge with
PPL EnergyPlus that currently covers 40% of capacity at an
attractive rate relative to current market prices; at these
pricing levels, and based on market indications for prices over
the near-to-medium term, Moody's expects Longview's liquidity, and
its ability to remain current on debt service will remain heavily
dependent on external sources; however, a portion of the project's
credit facilities are scheduled to terminate next March. Although
Longview's access to a six month debt service reserve will help
facilitate the project remaining current on debt service, this
will utilize its most reliable source of liquidity and add to the
already substantial amount of debt that will need to be refinanced
in early 2014. Based on Moody's analysis, Moody's also believes
that Longview's liquidity profile may potentially become further
compromised during 2013 by a possible covenant violation in the
bank facilities.

The Longview project is new, environmentally controlled, and when
it runs -- it is very efficient. That said, given current market
conditions, Moody's believes the project would struggle for some
time to support the amount of debt currently in its capital
structure. In scenarios evaluated by Moody's, assuming a 100%
sweep of excess cash flow for debt repayment, unless there is a
significant improvement in prices for power in PJM, Moody's
believes it could take 30 or more years to extinguish Longview's
debt obligations. In addition, unless the project is able to
refinance at or near its current interest rates, over the medium
term, the project may have difficulty generating sufficient cash
from operations to cover its interest expense. As such, Moody's
thinks it is possible the Sponsors may ultimately seek to
restructure the project's debt obligations in a manner that could
provide additional financial flexibility during this challenging
period. To that end, while Moody's believes that the Sponsors have
an economic incentive to continue to support the project, the Caa2
rating captures Moody's belief that Longview creditors may end up
being impaired to some degree in order for the Sponsors to
facilitate a workable restructuring.

The rating action recognizes the benefits that accrue to Longview
as a result of the inclusion of its coal supplier (Mepco) within
the Longview family; but also considers the weaker prospects for
Mepco that have resulted from decreased market demand for coal.

The negative outlook considers the project's current operational
uncertainty as well as market pressures upon its significantly
leveraged structure. The outlook considers the significant
refinancing challenges facing Longview over the near-to-medium
term. As a result, the rating is not likely to be revised upward
during this period. If however, operations at the project were to
normalize and if Longview is able to extend its 2013 and 2014
maturities on terms substantially similar to its existing
facilities, the rating would likely stabilize and upward pressure
on the rating could develop should power markets strengthen.
Downward pressure on the rating could occur if significant
operational challenges persist, if Longview is unable to refinance
its 2014 debt obligations, or if pending arbitration with the
project's contactors were to result in a significant liability for
Longview.

The principal methodology used in this rating was Power Generation
Projects published in December 2008.

Longview is a special purpose entity created to construct, own,
and operate a 695 MW supercritical pulverized coal-fired power
plant located in Maidsville, West Virginia, just south of the
Pennsylvania border and approximately 70 miles south of
Pittsburgh. The project is owned 92% by First Reserve Corporation
(First Reserve or sponsor), a private equity firm specializing in
energy industry investments, through its affiliate GenPower
Holdings (Delaware), L.P. (GenPower), and 8% by minority
interests.


LPATH INC: Extends Effective Date of Stock Split to Oct. 8
----------------------------------------------------------
Lpath, Inc., has filed a Certificate of Correction to the
Certificate of Change with the Nevada Secretary of State to change
the effective time of the previously announced 1-for-7 reverse
stock split of the Company's Class A common stock from Oct. 5,
2012, to Oct. 8, 2012.

The Depository Trust Company has requested that the Company delay
the reverse stock split because Monday, October 8th is Columbus
Day.  Although the U.S. markets will be open for trading on
Monday, Columbus Day is a bank holiday recognized by DTC.
Therefore, at the request of DTC, the Company has filed a
Certificate of Correction to the Certificate of Change with the
Nevada Secretary of State to change the effective time of the
reverse stock split.  The post-split shares will begin trading at
the opening of market on Tuesday, Oct. 9, 2012.

                         About Lpath, Inc.

San Diego, Calif.-based Lpath, Inc. is a biotechnology company
focused on the discovery and development of lipidomic-based
therapeutics, an emerging field of medical science whereby
bioactive lipids are targeted to treat human diseases.

The Company's balance sheet at June 30, 2012, showed $21.03
million in total assets, $14.31 million in total liabilities and
$6.71 million in total stockholders' equity.

The Company reported a net loss of $3.11 million in 2011, compared
with a net loss of $4.60 million in 2010.


LUCID INC: Enters Into Employment Pacts with CEO and CFO
--------------------------------------------------------
Lucid, Inc., entered into separate employment agreements with
Richard J. Pulsifer, the Company's Chief Financial Officer, and
Michael Hone, the Company's Chief Executive Officer.

On Oct. 1, 2012, the Board of Directors of the Company approved
Employment Agreements for Messrs. Hone and Pulsifer.

Mr. Hone's Employment Agreement has a three-year initial term
commencing as of Dec. 7, 2011, which will renew automatically for
an additional one-year period unless either party intends not to
renew.  Mr. Hone serves as the CEO of the Company and receives an
initial annual base salary of $350,000, which will be redetermined
annually by the Executive Compensation Committee of the Board of
Directors.  Mr. Hone is entitled to receive cash incentive
compensation as determined by the Executive Compensation Committee
and to participate in or receive benefits under all of the
Company's employee benefit plans.

Mr. Pulsifer's Employment Agreement has a three-year initial term
commencing as of July 9, 2012, which will renew automatically for
an additional one-year period unless either party intends not to
renew.  Mr. Pulsifer serves as the CFO of the Company and receives
an initial annual base salary of $200,000, which will be
redetermined annually by the Executive Compensation Committee.
Mr. Pulsifer is entitled to receive cash incentive compensation as
determined by the Executive Compensation Committee and to
participate in or receive benefits under all of the Company's
employee benefit plans.

Copies of the Employment Agreements are available at:

                        http://is.gd/dHBjXS
                        http://is.gd/6Xhrdn

On Oct. 1, 2012, the Board adopted amendments to the Company's
Code of Business Conduct and Ethics to clarify, update or enhance
the descriptions of the standards of conduct that are expected of
all directors, officers and employees of the Company.  The
amendments took effect upon adoption by the Board.  The Code of
Business Conduct and Ethics, as amended, is available at:

                        http://is.gd/Ib81Qt

                          About Lucid Inc.

Rochester, N.Y.-based Lucid, Inc., is a medical device company
that designs, manufactures and sells non-invasive cellular imaging
devices that assist physicians in the early detection of disease.
The Company's VivaScope(R) platform produces rapid noninvasive,
high-resolution cellular images for subsequent diagnostic review
by physicians, pathologists and other diagnostic readers.

As reported in the TCR on April 9, 2012, Deloitte & Touche LLP, in
Rochester, New York, expressed substantial doubt about Lucid's
ability to continue as a going concern, following the Company's
results for the fiscal year ended Dec. 31, 2011.  The independent
auditors noted that of the Company's recurring losses from
operations, deficit in equity, and projected need to raise
additional capital to fund operations.

The Company's balance sheet at June 30, 2012, showed $1.16 million
in total assets, $6.22 million in total liabilities and a $5.06
million total stockholders' deficit.


LUCID INC: William Shea Discloses 6.5% Equity Stake
---------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, William J. Shea disclosed that, as of
Sept. 30, 2012, he beneficially owns 563,985 shares of common
stock of Lucid, Inc., representing 6.5% of the shares outstanding.
A copy of the filing is available for free at http://is.gd/wxpF8S

                          About Lucid Inc.

Rochester, N.Y.-based Lucid, Inc., is a medical device company
that designs, manufactures and sells non-invasive cellular imaging
devices that assist physicians in the early detection of disease.
The Company's VivaScope(R) platform produces rapid noninvasive,
high-resolution cellular images for subsequent diagnostic review
by physicians, pathologists and other diagnostic readers.

As reported in the TCR on April 9, 2012, Deloitte & Touche LLP, in
Rochester, New York, expressed substantial doubt about Lucid's
ability to continue as a going concern, following the Company's
results for the fiscal year ended Dec. 31, 2011.  The independent
auditors noted that of the Company's recurring losses from
operations, deficit in equity, and projected need to raise
additional capital to fund operations.

The Company's balance sheet at June 30, 2012, showed $1.16 million
in total assets, $6.22 million in total liabilities and a $5.06
million total stockholders' deficit.


MACCO PROPERTIES: Court Denies Motion to Terminate Committee
------------------------------------------------------------
The Hon. Niles Jackson of the Bankruptcy Court for the Western
District of Oklahoma denied the motion of the sole shareholder,
Jennifer Price, for order declaring cessation of bona fide
existence of creditors' committee in the Chapter 11 case of Macco
Properties, inc., or in the alternative, determination of its lack
of standing.

                      About Macco Properties

Oklahoma City, Oklahoma-based Macco Properties, Inc., is a
property management company that is the sole or controlling member
and/or manager of numerous multi-family residential rental units
in Oklahoma City, Oklahoma, Wichita, Kansas, and Dallas, Texas,
and several and commercial business properties in Oklahoma City,
Oklahoma, and Holbrook, Arizona.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Okla. Case No. 10-16682) on Nov. 2, 2010.  The Debtor
disclosed $50,823,581 in total assets, and $4,323,034 in total
liabilities.  Receivership Services Corp., a division of the
Martens Cos., serves as property manager for the six Wichita
apartment complexes caught up in the bankruptcy of Macco
Properties of Oklahoma City.

Michael E. Deeba, the Chapter 11 trustee, is represented by
Christopher T. Stein, of counsel to the firm of Bellingham & Loyd,
P.C.  Grubb & Ellis/Martens Commercial Group LLC, to act as the
Chapter 11 Trustee's exclusive listing broker/realtor for
properties.  The trustee wants to real estate holdings wants to
sell some of the property off, including a luxury high-rise
condominium in Dallas valued at more than $2.5 million and several
run-down apartment complexes in the metro area.

The Official Unsecured Creditors' Committee is represented by
Ruston C. Welch, at Welch Law Firm, P.C., in Oklahoma City,
Oklahoma.


MADISON HOTEL: Oct. 15 Hearing on 62 Madison's Plan Disclosures
---------------------------------------------------------------
Senior secured creditor 62 Madison Lender, LLC, filed on Sept. 5,
2012, a Third Amended Disclosure Statement explaining its Third
Amended Plan of Reorganization in Madison Hotel, LLC's Chapter 11
case.  As of Aug. 23, 2012, the amount of the Class 1 Secured
Claim of 62 Madison was $23,549,732.  The hearing to approve the
proposed disclosure statement is scheduled for Oct. 15, 2012, at
2:00 p.m.

The Plan contemplates the sale of the Debtor's hotel property with
the net proceeds realized upon the consummation of any such sale
being distributed in accordance with the terms of the Plan.

Holders of administrative claims, priority tax claims, and
priority claims in the Debtor's estate will be paid on or about
the Effective Date from available Hotel cash on hand; provided
that, in the case of priority tax claims and other priority
claims, at the election of the Plan Proponent the claims may be
paid on a deferred basis in accordance with applicable provisions
of the Bankruptcy Code.

Holders of unsecured claims in Class 3 will receive (a) their pro
rata share of net distributable Hotel Property sale proceeds after
the payment in full of the allowed Class 1 secured claim, any
residual allowed priority tax claims, and any residual allowed
priority claims, plus (b) their pro rata share of net
distributable proceeds realized by the Liquidating Trustee from
the prosecution and/or settlement of any causes of action and/or
avoidance actions.

All Class 4 equity interests will be canceled upon the occurrence
of the Effective Date.  Each holder of a Class 4 equity interest
will receive in full, complete and final satisfaction of each such
allowed Class 4 equity interest its pro rata share of remaining
net distributable proceeds, if any, realized by the Liquidation
Trust after the payment in full of all administrative claims,
priority tax claims, the Class 1 secured claim, Class 2 priority
claims, and Class 3 general unsecured claims.

A copy of 62 Madison Lenders' Third Amended Disclosure Statement
is available at http://bankrupt.com/misc/madisonhotel.doc117.pdf

Madison Hotel asked the Court to deny approval of 62 Madison
Lenders' Third Amended Disclosure Statement, citing that since the
Mortgagee's Plan proposes to sell the Property post confirmation
apparently without further Court supervision over the sale
process, the Mortgagee should disclose information regarding the
terms of sale, including, among others, qualification of bidders,
form of bids, backup buyers, stalking horse bids, auction
procedures, notices, deposits, and good faith, as required by
General Order M-383 issued by the Board of Judges of the U.S.
Bankruptcy Court for the Southern District of New York in an
application for asset sales.

                       About Madison Hotel

Madison Hotel, LLC, owns the 72 room 12-story hotel located at 62
Madison Avenue, New York, New York.  Madison Hotel Owners, LLC,
owns 100% of the membership interests of Madison Hotel, LLC.  The
Debtors estimate that the value of the hotel property is
$32 million.  An appraisal is pending.

Prepetition, after a building loan went into arrears, a
foreclosure action was commenced, and a receiver appointed.   The
receiver has continued to operate the hotel postpetition.

Madison Hotel, LLC, based in New York, filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case No. 11-12560) on May 27, 2011.
Judge Martin Glenn presides over the case.  Mark A. Frankel, Esq.,
at Backenroth Frankel & Krinsky, LLP, serves as bankruptcy
counsel.  In its schedules, the Debtor disclosed $33.6 million in
assets and $26.1 million in liabilities as of the Chapter 11
filing.


MAKWA BUILDERS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Makwa Builders, LLC
        820 Candelaria Boulevard, NE
        Albuquerque, NM 87107

Bankruptcy Case No.: 12-13664

Chapter 11 Petition Date: October 3, 2012

Court: U.S. Bankruptcy Court
       District of New Mexico (Albuquerque)

Judge: Robert H. Jacobvitz

Debtor's Counsel: Lawrence David Hirsch, Esq.
                  DECONCINI MCDONALD YETWIN & LACY, P.C.
                  7310 N. 16 Street, #330
                  Phoenix, AZ 85020
                  Tel: (602) 282-0500
                  Fax: (602) 282-0520
                  E-mail: lhirsch@dmylphx.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 with the petition is available for free at:
http://bankrupt.com/misc/nmb12-13664.pdf

The petition was signed by Daniel Lowrie, owner & principal.


MARKET STREET: Confirmation Hearing Continued Until Oct. 16
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana
continued until Oct. 16, 2012, at 2 p.m., the hearing to consider
the confirmation of Market Street Properties, L.L.C.'s Amended
Chapter 11 Plan.

According to the Debtor's Amended First Immaterial Modifications
to the Fourth Amended Plan of Reorganization dated June 1, 2012,
the Plan is amended and restated, among other things, to reflect
that in full settlement, satisfaction, and discharge of the
General Unsecured Claims, the claimants will receive the pro rate
share of 4100,000 to be paid on within 30 days of the later of (i)
the effective date or (ii) the date on which the Reorganized
debtor receives the initial advance of the exit financing which is
sufficient to pay all allowed priority claims and allowed
administrative claims as of the Effective Date.

A copy of the Plan is available for free at
http://bankrupt.com/misc/MARKET_STREET_4amendedplan.pdf

                 About Market Street Properties

Market Street Properties, L.L.C., the owner of seven acres on
the riverfront in New Orleans, filed for Chapter 11 bankruptcy
(Bankr. E.D. La. Case No. 09-14172) on Dec. 23, 2009, represented
by Christopher T. Caplinger, Esq., Joseph Patrick Briggett, Esq.,
and Stewart F. Peck, Esq., at Lugenbuhl Wheaton Peck Rankin &
Hubbard, in New Orleans.  Cupkovic Architecture LLC serves as the
Debtor's architect; and Patrick J. Gros, CPA, as accountant.
James E. Fitzmorris, Jr., serves as political consultant and
advisor.  The Company disclosed $52,404,026 in assets and
$26,848,596 in liabilities as of the Chapter 11 filing.

An official committee of unsecured creditors has not been
appointed in the Debtor's case.


MMM HOLDINGS: S&P Rates $480MM Secured Debt Facility 'B+'
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' long-term
issuer credit rating to MMM Holdings Inc. and its 'B+' debt rating
to its first-lien senior secured credit facility comprising $450
million of term loan and a $30 million revolver. The outlook is
stable.

"MMM Holdings is a downstream holding company in the Aveta Inc.
group with operations in Puerto Rico. It will use the majority of
the proceeds from the new debt issuance to refinance an existing
debt obligation ($257.6 million) and for other prepayment and
issuance-related expenses. The remaining amount ($193 million)
will be a dividend to shareholders. The credit facility is
guaranteed by the nonregulated subsidiaries of MMM Holdings," S&P
said.

"Previously, the Aveta Inc. group had a single credit agreement
wherein the two downstream holding companies--NAMM Holdings Inc.
and MMM Holdings--were coborrowers. Total outstanding debt
obligation as of September 2012 was $515 million for the entire
Aveta Inc. group, with $258 million of debt at each of the
downstream holding companies. As part of the new credit facility,
MMM Holdings is refinancing its portion of the outstanding debt
obligation and NAMMM Holdings is expected to repay its portion of
the obligation through available capital resources. Also, unlike
the previous credit agreement, the new credit agreements will no
longer have any cross-guarantees between the two downstream
holding companies or from the parent, Aveta Inc.," S&P said.

"The stable outlook indicates that we are not likely to change the
rating on MMM Holdings in the next 12 months. We expect MMM
Holdings to maintain debt leverage around 2x during the outlook
horizon, while consistent operating performance will support
EBITDA fixed-charge coverage of around 3x. However, we may lower
the ratings if the company increases leverage to more than 2x or
suffers a drop in profitability (less than 5% EBITDA margin). On
the other hand, the company's concentrated business risk profile
and highly levered financial risk profile limit a ratings upside,"
S&P said.


MONEY TREE: KCC's Employment as Claims Agent Terminated
-------------------------------------------------------
The Hon. William R. Sawyer of the U.S. Bankruptcy Court for the
Middle District Of Alabama authorized S. Gregory Hays, the Chapter
11 trustee for Small Loans, Inc., et al., to terminate the
employment of Kurtzman Carson Consultants as noticing and claims
agent for the Debtors.

As reported in the Troubled Company Reporter on Sept. 26, 2012,
the trustee said that the services provided by KCC are either no
longer needed or may be performed by the trustee, through
coordination with the Clerk of Court, in a manner that will reduce
the costs incurred by the Debtors' estates.  KCC was charged with
processing the claims filed against the Debtors.  This service is
no longer needed because both the May 15, 2012, claims bar date
and the June 13, 2012, governmental claims bar date have now
passed.

The trustee and KCC negotiated a reduction of KCC's fees in the
amount of $19,580.  KCC has now been paid in full at the reduced
amount negotiated by the trustee.

While certain late filed claims and administrative claims may
still be received, the volume of these claims would be small and
the trustee would be able to process any claims without the need
of a claims agent.

The trustee also asks that the Court extend the bar date for 50
trade creditors who were not listed in the Debtors' schedules and
who failed to receive notice of the claims bar date from the
Debtors.

                         About Money Tree

Headquartered in Bainbridge, Georgia, 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, estimated total $586,676, were to receive 95% of their
allowed claims.

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.


MOOD MEDIA: Moody's Rates $350MM Sr. Unsecured Notes 'B3'
---------------------------------------------------------
Moody's Investors Service rated Mood Media Corporation's (Mood
Media) $350 million senior unsecured notes issue B3, upgraded the
company's senior secured credit facility to Ba2 from Ba3 and
revised the company's ratings outlook to stable from positive.
Mood Media's B2 corporate family rating (CFR) remains unchanged
and were affirmed while its probability of default rating (PDR)
was upgraded to B2 from B3. The company's speculative grade
liquidity rating remains unchanged at SGL-2 (good).

Proceeds from the new notes are being issued to repay the
company's $100 million second lien credit facility (ratings will
be withdrawn in due course) along with $140 million of its senior
secured term loan (remaining balance will be $201 million). In
addition, some $28 million is earmarked for a pending acquisition
with the remaining $82 million being used to pay fees and expenses
while also bolstering liquidity. Since Moody's thinks that the
refinancing transaction leaves the company's credit profile
largely unchanged, the B2 CFR was affirmed.

However, the pending acquisition and the incremental liquidity,
which Moody's interprets as providing additional funding for
future acquisitions, signals that de-leveraging capacity may be
reinvested in growth for prolonged period. In combination with the
inevitable execution risks of an acquisition-based strategy, this
caused us to revise the ratings outlook to stable.

As well, in cases in which debts are provided by multiple creditor
classes, Moody's generally assumes a company-wide average recovery
rate of 50% and rate the PDR equally with the CFR. With the
refinancing transaction changing the composition of Mood Media's
debt, use of this standard practice caused the PDR to be upgraded
to B2 from B3.

In addition, since the transaction reduces the first ranking claim
on realization proceeds, the new notes are rated B3, one notch
above the rating of the second lien credit facility that they
replace in Mood Media's consolidated waterfall of liabilities.
Reciprocally, the smaller senior claim results in the senior
secured credit facility being upgraded to Ba2 from Ba3. These
instrument ratings assume that Mood Media will retain the current
mix of senior secured and unsecured debt for the foreseeable
future; the company has limited flexibility to increase the
proportion of senior secured debt without causing a downgrade of
the senior unsecured notes.

Issuer: Mood Media Corporation

Assignment:

  Senior Unsecured Regular Bond/Debenture, Assigned B3 (LGD5, 73%)

Other rating and outlook actions:

  Senior Secured Credit Facility: Upgraded to Ba2 (LGD2, 13%) from
  Ba3 (LGD2, 16%)

  Outlook: Changed to Stable from Positive

  Corporate Family Rating: Affirmed at B2

  Probability of Default Rating: Upgraded to B2 from B3

  Speculative Grade Liquidity Rating: Unchanged at SGL-2 (good)

  Second Lien Credit Facility: Unchanged at Caa1 (LGD4, 55%); to
  be withdrawn in due course

Ratings Rationale

Mood Media's B2 CFR is influenced primarily by an aggressive
acquisition-based growth strategy and related elevated leverage
and low coverage measures. Along with execution risks related to
the business integrations, Mood Media's limited operating history
causes uncertainty that leverage and coverage will improve over
time. There are also risks that new competitors or alternative
delivery mechanisms could disrupt Mood Media's plans to expand its
music and audio based branding services. Lastly, as a Canadian
issuer with international operations, the timely and tax-effective
repatriation of cash flow may be challenging. The rating is
supported by the company's leading position as a branding services
company, its royalty-free music library which helps to contain
costs, broad customer diversification, low capital intensity and
reasonable growth prospects. The company's liquidity profile is
also a positive feature.

Rating Outlook

The stable outlook balances reflects Moody's expectation that
credit metrics will be relatively stable because de-leveraging
capacity provided by cash flow expansion will be reinvested in
growth.

What Could Change the Rating - UP

Should the business model stabilize and should free cash flow be
used to repay debt, positive outlook and ratings actions would be
considered if Moody's expected the Debt/EBITDA to be sustained
below 3.5x with FCF/Debt of no worse than 7.5%.

What Could Change the Rating - DOWN

Should the company encounter integration setbacks, should
liquidity deteriorate materially, or should a debt-financed
acquisition transpire, downwards rating pressure would result. As
well, were Debt/EBITDA to increase beyond 5.0x, adverse outlook
and ratings pressure would result.

Company Profile

Headquartered in Toronto, Canada, Mood Media Corporation provides
in-store subscription services using primarily music and audio
(but with growing use of video, digital signage, messaging, scent,
and audio/visual systems) to assist with defining a business or
its customers' experience to retail companies in Canada (3% of
Revenue), United States (53% of Revenue), and internationally (44%
of Revenue).

The principal methodology used in rating Mood Media Corporation
was the Global Broadcast and Advertising Related Industry
Methodology published in May 2012. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.


MOORE FREIGHT: PACCAR Wants to Repossess Tractors and Trailers
--------------------------------------------------------------
Moore Freight Service, Inc. and G.R.E.A.T. Logistics Inc. will
appear before the Bankruptcy Court in Nashville on Oct. 16 at 8:30
a.m. for a preliminary hearing on the request of PACCAR Financial
Corporation for relief from the automatic stay to enforce its
rights on tractors and trailers leased by the Debtors.

PACCAR, which filed its motion on the same day of the bankruptcy,
said the Debtors have not been making monthly payments to it under
the leases.  PACCAR also argued the Debtors do not have any equity
in the leases or the vehicles.  PACCAR said the Debtors are unable
to adequately protect PACCAR's interest in the leases or the
vehicles, and the leases and vehicles are not necessary to an
effective reorganization.

Moore Freight admitted that as of the petition date, there were
certain amounts past due under the contracts.  Moore Freight said
it is in the process of reviewing titles to determine whether
PACCAR's lien is properly noted for the contracts.

PACCAR said in its court filings that the trailers and tractors
are subject to five contracts that require Moore Freight to make
monthly payments:

     (1) On Dec. 30, 2009, Moore Freight entered into a Security
         Agreement for the purchase of 10 2010 Model 386 Peterbilt
         Tractors.  Moore Freight was to make regular monthly
         payments of $21,465.91 for a period of 60 months.  As of
         Sept. 19, 2012, the outstanding arrearage on the Contract
         was $43,881.54.  Also as of Sept. 19, the net payoff on
         the Contract was $658,294.12, exclusive of attorneys'
         fees, costs of collection, interest accruing from that
         date, and other costs allowable under the Contract.

     (2) On Aug. 6, 2010, Moore Freight entered into a Security
         Agreement for the purchase of five 2011 Model 384
         Peterbilt tractors.  Moore Freight was to make regular
         monthly payments of $11,636.18 for a period of 60 months.
         As of Sept. 19, the outstanding arrearage on the Contract
         was $12,217.98; and the net payoff on the Contract was
         $428,535.43, exclusive of attorneys' fees, costs of
         collection, interest accruing from that date, and other
         costs allowable under the Contract.

     (3) On Feb. 14, 2011, Moore Freight entered into a Direct
         Loan Security Agreement, for the purchase of three 2011
         Manac Combo Flatbed trailers and 15 2012 Manac Combo
         Flatbed trailers.  Moore Freight was to make regular
         monthly payments of $19,386.50 for a period of 60 months.
         As of Sept. 19, the outstanding arrearage on the Manac
         Combo Contract was $20,355.82; and the net payoff on the
         Contract was $794,686.11 exclusive of attorneys' fees,
         costs of collection, interest accruing from that date,
         and other costs allowable under the Manac Contract.

     (4) On Feb. 14, 2011, Moore Freight entered into a second
         Direct Loan Security Agreement for the purchase of eight
         2011 Manac Combo Dropdeck trailers granting a security
         interest in the Manac Dropdecks to PACCAR.  Moore Freight
         was to make regular monthly payments of $9,705.60 for a
         period of 60 months.  As of Sept. 19, 2012, the
         outstanding arrearage on the Manac Dropdeck Contract was
         $10,190.88; and the net payoff on the Manac Dropdeck
         Contract was $397,854.87.

     (5) On Feb. 28, 2011, Moore Freight entered into an Equipment
         Lease Agreement for the lease of 35 2012 Model 384
         Peterbilt tractors.  Moore Freight was to make monthly
         rental payments of $67,098.85 for a period of 60 months.
         Because Moore Freight had previously had difficulty
         making the payments under the Lease, the parties entered
         into three Lease Revision Agreements, dated June 1, 2011;
         July 28, 2011; and March 1, 2012.  As of Sept. 19, 2012,
         the outstanding arrearage on the Lease was $140,907.58;
         and the current amount due under the Lease was
         $4,308,571.08.

"The Debtor is so burdened by debt, including its outstanding
tax obligations, that it is incapable of effectuating a
reorganization," PACCAR's counsel, Joseph R. Prochaska, Esq.,
said.  He may be reached at:

         Joseph R. Prochaska, Esq.
         PROCHASKA THOMPSON QUINN & FERRARO, P.C.
         401 Church Street, Suite 2600
         Nashville, TN 37219
         Telephone: (615) 242-0060
         Facsimile: (615) 242-0124
         E-mail: joeprochaska@ptqflegal.com

Moore Freight, however, denied that it cannot adequately protect
PACCAR's interst in the leased equipment, or that the equipment
are not necessary for an effective reorganization.  Moore Freight
also denied that it is incapable of effectuating a reorganization.
Moore Freight even pointed out that its current financial
situation stems in part from defective Peterbilt tractors that
were out of service for extended periods of time shortly after
delivery to the Debtors in early to mid-2011, which resulted in
loss of customer confidence and lost business, and caused the
Debtor to incur damages, including significant loss of revenue.

PACCAR also has filed a motion to transfer the case to the Eastern
District of Tennessee.  A hearing on the Motion to Transfer is set
for Nov. 6 at 9:00 a.m.  Responses are due by Oct. 23.

                    About Moore Freight Service
                     and G.R.E.A.T. Logistics

Moore Freight Service, Inc. and G.R.E.A.T. Logistics Inc. sought
Chapter 11 protection (Bankr. M.D. Tenn. Case Nos. 12-08921 and
12-08923) in Nashville on Sept. 28, 2012.  Moore Freight is a
freight service company specializing in flat gas transportation.
Founded in 2001, Moore is the largest commercial flat glass
logistics firm in the U.S.  It operates in the U.S., Canada and
Mexico.  GLI does not have any operations other than the limited,
occasional freight brokerage services currently provided to Moore
Freight.

Bankruptcy Judge Keith M. Lundin oversees the cases.  Attorneys at
Harwell Howard Hyne Gabbert & Manner PC serve as counsel.  Moore
Freight estimated assets and debts of $10 million to $50 million.
CEO Dan R. Moore signed the petitions.

Counsel for the Debtor's pre-bankruptcy and DIP lender, Marquette
Transportation Finance, Inc., are Linda W. Knight, Esq., at
Gullett, Sanford, Robinson & Martin, PLLC; and Thomas J. Lallier,
Esq., at Foley & Mansfield PLLP.


MOORE FREIGHT: Initial Case Conference Today in Nashville
---------------------------------------------------------
The Bankruptcy Court will hold an initial conference in the
Chapter 11 cases of Moore Freight Service, Inc. and G.R.E.A.T.
Logistics Inc. on Thursday, Oct. 11, 2012, at 1:00 p.m.

Moore Freight Service, Inc. and G.R.E.A.T. Logistics Inc. sought
Chapter 11 protection (Bankr. M.D. Tenn. Case Nos. 12-08921 and
12-08923) in Nashville on Sept. 28, 2012.  Moore Freight is a
freight service company specializing in flat gas transportation.
Founded in 2001, Moore is the largest commercial flat glass
logistics firm in the U.S.  It operates in the U.S., Canada and
Mexico.  GLI does not have any operations other than the limited,
occasional freight brokerage services currently provided to Moore
Freight.

Bankruptcy Judge Keith M. Lundin oversees the cases.  Attorneys at
Harwell Howard Hyne Gabbert & Manner PC serve as counsel.  Moore
Freight estimated assets and debts of $10 million to $50 million.
CEO Dan R. Moore signed the petitions.

Counsel for the Debtor's pre-bankruptcy and DIP lender, Marquette
Transportation Finance, Inc., are Linda W. Knight, Esq., at
Gullett, Sanford, Robinson & Martin, PLLC; and Thomas J. Lallier,
Esq., at Foley & Mansfield PLLP.


MOORE FREIGHT: Has $6MM DIP Financing From Marquette Trans
----------------------------------------------------------
Moore Freight Service Inc. obtained interim Court approval of a
stipulation allowing it to borrow up to $6 million under a
postpetition secured financing from Marquette Transportation
Finance, Inc.

Pursuant to the Stipulation approved by the Court on Oct. 2, Moore
Freight is seeking to incur debt by borrowing from Marquette
postpetition, under substantially the same terms and conditions as
it borrowed pre-bankruptcy.  Without DIP Financing, Moore Freight
said, it will not have the funds necessary to operate its
businesses, maintain assets, or pay employees, payroll taxes,
insurance, utilities, fuel suppliers and other vendors, overhead,
lease expenses and other expenses required for the reorganization
of the Debtor's businesses and to maximize the value of the
estate.

As of the Petition Date, Moore Freight owed Marquette $5,853,873,
excluding any termination fee due to the Lender, plus costs and
expenses which the Lender incurred prior to the Petition Date.
The prepetition debt is fully due and payable.

Through the Stipulation, the Debtor also obtained interim
authority to use cash, including those in which the Internal
Revenue Service asserts an interest.  As adequate protection, the
Debtor agrees to continue to make agreed-upon payment of $20,000
per month to the IRS, in exchange for which any lien of the IRS
will continue to be subordinate to that of Marquette, and,
further, the IRS will not to pursue any claims or rights against
Responsible Parties within the meaning of the Bankruptcy Code so
long as the Adequate Protection payment is timely made.

The Bankruptcy Court will hold a final hearing on the DIP loan on
Nov. 6, 2012, at 10:00 a.m..  Objections are due Nov. 1.

All parties-in-interest have until Nov. 30, 2012, or such other
date as may be ordered by the Court at the Final Hearing, to
object to the validity, extent and priority of Marquette's
security interests in, and liens upon, the Pre-Petition
Collateral, or file a proceeding to avoid the liens.

                    About Moore Freight Service
                     and G.R.E.A.T. Logistics

Moore Freight Service, Inc. and G.R.E.A.T. Logistics Inc. sought
Chapter 11 protection (Bankr. M.D. Tenn. Case Nos. 12-08921 and
12-08923) in Nashville on Sept. 28, 2012.  Moore Freight is a
freight service company specializing in flat gas transportation.
Founded in 2001, Moore is the largest commercial flat glass
logistics firm in the U.S.  It operates in the U.S., Canada and
Mexico.  GLI does not have any operations other than the limited,
occasional freight brokerage services currently provided to Moore
Freight.

Bankruptcy Judge Keith M. Lundin oversees the cases.  Attorneys at
Harwell Howard Hyne Gabbert & Manner PC serve as counsel.  Moore
Freight estimated assets and debts of $10 million to $50 million.
CEO Dan R. Moore signed the petitions.

Counsel for the Debtor's pre-bankruptcy and DIP lender, Marquette
Transportation Finance, Inc., are:

          Linda W. Knight, Esq.
          GULLETT, SANFORD, ROBINSON & MARTIN, PLLC
          150 Third Ave., South, Suite 1700
          Nashville, TN 37201
          Tel: 615-244-4994
          Fax: 615-256-6339
          E-mail: lknight@gsrm.com
                  bke@gsrm.com

               - and -

          Thomas J. Lallier, Esq.
          FOLEY & MANSFIELD PLLP
          250 Marquette Avenue, Suite 1200
          Minneapolis, MN 55401
          Tel: (612) 349-9854
          Fax: (612) 338-8690
          E-mail: tlallier@foleymansfield.com


MTS LAND: U.S. Bank Not Adequately Protected, Wants Stay Lifted
---------------------------------------------------------------
Secured creditor U.S. Bank National Association asks the U.S.
Bankruptcy Court for the District of Arizona to terminate all
stays and injunctions including the automatic stay of Section
362(a) of the Bankruptcy Code in the Chapter 11 cases of MTS Land,
LLC and MTS Golf, LLC, to allow it to exercise any and all of its
rights and remedies with respect to the property under applicable
state and/or federal law.

U.S. Bank notes that the Debtors or their principals have embarked
on a plan to destroy significant portions of the Mountain Shadows
Golf Course.  Specifically, the Debtors' plan is to build two spec
homes on the Golf Course -- one literally on the golf course
driving range, and the other literally on the tee box of the tenth
hole.

According to the U.S. Bank, among other things:

   1. its interest in the property is not being adequately
      protected;

   2. the deed of trust does not permit partial releases of the
      property;

   3. the Debtors' attempt to obtain a special use permit could
      Significantly alter the property.

Alternatively, to the extent that the Court does not find cause to
terminate the automatic stay, U.S. Bank requests that the Court
enter an order (1) conditioning the continuation of the stay on
the maintenance of the property in its current state, and (2)
confirming that lender's future participation, if any, in zoning
discussions and hearings with the Town regarding the property will
not violate the automatic stay.

                          About MTS Land

MTS Land LLC and MTS Golf LLC own and operate the now dormant
Mountain Shadows Golf Club.  They filed separate Chapter 11
petitions (Bankr. D. Ariz. Case Nos. 12-16257 and 12-16257) in
Phoenix on July 19, 2012.  Mountain Shadows Golf Club --
http://www.mountainshadowsgolfclub.com/-- is an 18 hole, par 56
course located at Paradise Valley.  Nestled in the foothills of
Camelback Mountain, the 3,081-yard Executive course claims to be
one of the most scenic golf courses in Arizona.  MTS Land and MTS
Golf are affiliates of Irvine, Calif.-based Crown Realty &
Development Inc.  MTS Land and MTS Golf each estimated assets and
debts of $10 million to $50 million.

Judge Charles G. Case II oversees the Debtors' cases.  Lawyers at
Gordon Silver serve as the Debtors' counsel.  The petition was
signed by Robert A. Flaxman, administrative agent.

Lender U.S. Bank is represented in the case by Snell & Wilmer
L.L.P.

The U.S. Trustee for Region 14, advised the Court that an official
committee of unsecured creditors has not been appointed because an
insufficient number of persons holding unsecured claims against
the Debtors have expressed interest in serving on a committee.
The U.S. Trustee reserves the right to appoint a committee if
interest develop among the creditors.


MUNICIPAL CORRECTIONS: Files List of Largest Unsecured Creditors
----------------------------------------------------------------
Municipal Corrections, LLC filed with the U.S. Bankruptcy Court
for the District of Nevada a list of its largest unsecured
creditors disclosing:

  Name of creditor              Nature of Claim            Amount
  ----------------              ---------------            ------
American Express                                           Unknown

Amtec                                                      Unknown

CoolHead Tech, LLC                                         Unknown

DCFS USA, LLC dba
Daimler Chrysler                Truck  Guaranty            $46,700

Regus Management Group, LLC                                Unknown

Robert Hughes                                              Unknown

UMB, N.A., successor            Bond debt              $54,195,000
indenture trustee
Attn: Lorna Gleason
11 red Cedar Lane
Minneapolis, MN

United Assurance                                           Unknown

                    About Municipal Corrections

Hamlin Capital Management, LLC, Oppenheimer Rochester National
Municipals, and UMB, N.A., as indenture trustee -- owed an
aggregate $90 million on a bond debt -- filed an involuntary
Chapter 11 petition for Municipal Corrections, LLC (Bankr. D. Nev.
Case No. 12-12253) on Feb. 29, 2012.  Jon T. Pearson, Esq., at
Ballard Spahr LLP, in Las Vegas, Nev., serves as counsel to the
petitioners.

Austin E. Carter, Esq., at Stone & Baxter LLP, in Macon, Ga.; and
Lenard E. Schwartzer, Esq., at Schwartzer & McPherson Law Firm, in
Las Vegas, Nev., represent the Debtor as counsel.

The Debtor disclosed $656,378 in assets and $61,769,528 in
liabilities as of the Chapter 11 filing.


MUSCLEPHARM CORP: Amends 74.4 Million Common Shares Prospectus
--------------------------------------------------------------
MusclePharm Corporation filed with the U.S. Securities and
Exchange Commission a post-effective amendment no.1 to Form S-1
relating to the resale of 74,400,000 Shares of the Company's
common stock, par value $0.001 per share, by Bleu Ridge
Consultants, Inc., TSX Ventures, LLC, First Capital Properties,
LLC, et al., including (i) 42,000,000 Purchase Shares, and (ii)
32,400,000 Warrant Shares.

The Company will not receive any proceeds from the sale of the
Shares.  However, the Company will receive proceeds from the
exercise of the Warrant Shares.  The proceeds will be used for
working capital or general corporate purposes.  The Company will
bear all costs associated with the registration of the Shares
under the Securities Act.

The Company's common stock is quoted on the OTCBB under the symbol
"MSLP.OB."  On Oct. 4, 2012, the closing bid price of the
Company's common stock was $0.01 per share.  These prices will
fluctuate based on the demand for the Company's common stock.

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

                        http://is.gd/P6ri2Q

                         About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100% free of banned substances.  MusclePharm is sold in over
120 countries and available in over 5,000 U.S. retail outlets,
including GNC and Vitamin Shoppe.  MusclePharm products are also
sold in over 100 online stores, including bodybuilding.com,
Amazon.com and Vitacost.com.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Berman & 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 of
$23,280,950 and net cash used in operations of $5,801,761 for the
year ended Dec. 31, 2011; and has a working capital deficit of
$13,693,267, and a stockholders' deficit of $12,971,212 at Dec.
31, 2011.

The Company reported a net loss of $23.28 million in 2011,
compared with a net loss of $19.56 million in 2010.

The Company's balance sheet at June 30, 2012, showed $4.72 million
in total assets, $15.73 million in total liabilities, and a
$11.01 million in total stockholders' deficit.


NET ELEMENT: Kenges Rakishev Ceases to Own Common Shares
--------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Kenges Rakishev and Mark Global Corporation
disclosed that, as of Oct. 2, 2012, they do not beneficially own
any shares of common stock of Net Element, Inc.  Mr. Rakishev
previously reported beneficial ownership of 213,333,334 common
shares or a 27.8% equity stake as of Sept. 27, 2012.

Net Element and Cazador Acquisition Corporation completed their
merger and their previously announced business combination has
been completed.

Prior to the consummation of the transactions contemplated by the
Merger Agreement, Mr. Rakishev, through that entity, purchased
2,320,751 shares of common stock of Cazador from certain of its
stockholders for aggregate gross proceeds of $23,300,340.  Mr.
Rakishev also resigned from the board of directors of the Net
Element immediately following the consummation of that Merger.

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

                        http://is.gd/cfAmo7

                         About Net Element

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

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

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

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


NETFLIX INC: Moody's Reviews Ba2 Corp. Family Rating for Downgrade
------------------------------------------------------------------
Moody's placed Netflix Inc.'s (Netflix) Ba2 Corporate Family
Rating (CFR), Ba1 Probability of Default Rating and Ba2 (LGD 5-
72%) senior unsecured notes rating on review for downgrade. The
review is prompted by the company's shift towards a potentially
more risky business model combined with an increasingly
competitive operating environment over the last twelve months.

Rating Rationale

Moody's review will focus on an evaluation of the unique risks
faced by and growth prospects of each of its business segments -
domestic streaming, international streaming and physical DVD
rental. The review will assess the company's shift from a high
margin, partially variable cost DVD rental business to a low
margin, primarily fixed cost online streaming business. Moody's
will evaluate the extent to which the growth in the company's
domestic streaming subscribers can offset the hastened losses of
higher margin DVD customers, and assess its capacity to meet fixed
streaming content obligations in the event of rapid subscriber
declines in the face of competition. The review will weigh the
benefits of diversifying into international markets against the
financial and operating risks associated with entering new markets
- which may have unique challenges, varying competitive landscapes
and may require higher levels of investment or take longer to
become profitable. The review will also focus on the current and
future competitive landscape in the U.S. which may limit the
company's growth, and its increased vulnerability to such
competition as it focuses on an online streaming business model.

When Moody's initially assigned ratings to Netflix, one of the
highlighted risks was whether the company could transition well
from physical DVD rentals to digital streaming. Clearly the
company has made that transition well until the split in the
physical and streamed product and pricing increase for those
taking both services. This event impacted the company's growth
trajectory which may allow competitors time to catch up and puts
more emphasis on the company's increasing fixed content cost
structure. Moody's will evaluate in the review the impact of the
company's increasing investment in original programming,
international expansion and changing product mix on its credit
metrics and liquidity profile. The company has thus far maintained
low leverage (below 2.5x), though gross leverage is considerably
higher than in previous years. But the company has also maintained
significant cash liquidity, while sustaining positive free cash
flow over the past several years, and we will assess the potential
for negative cash flows and increase in leverage as a result of
its investments in original programming and new international
market launches. Moody's will also consider the health and cash
flow generating capabilities of Netflix's domestic businesses
separate from its international businesses which are in growth
stages and distort the company's profitability as it makes upfront
investments to enter new markets.

Netflix's ratings were assigned by evaluating factors that Moody's
considers relevant to the credit profile of the issuer, such as
the company's (i) business risk and competitive position compared
with others within the industry; (iii) capital structure and
financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk. Moody's compared these attributes against
other issuers both within and outside Netflix's core industry and
believes Netflix's ratings are comparable to those of other
issuers with similar credit risk. Other methodologies used include
Loss Given Default for Speculative-Grade Non-Financial Companies
in the U.S., Canada and EMEA published in June 2009.

Netflix, Inc., with its headquarters in Los Gatos, California, is
the largest online movie rental and streaming subscription service
in the United States with annual revenues of approximately $3.5
billion.


NORTHEAST ATLANTIC: Case Summary & 7 Unsecured Creditors
--------------------------------------------------------
Debtor: Northeast Atlantic Properties, LLC
        P.O. Box 143
        Fremont, NH 03044

Bankruptcy Case No.: 12-13094

Chapter 11 Petition Date: October 3, 2012

Court: U.S. Bankruptcy Court
       District of New Hampshire (Manchester)

Debtor's Counsel: Michael B. Feinman, Esq.
                  LAW OFFICES OF MICHAEL B. FEINMAN
                  23 Main Street
                  Andover, MA 01810
                  Tel: (978) 475-0080
                  Fax: (978) 475-0852
                  E-mail: mbf@feinmanlaw.com

Scheduled Assets: $1,514,200

Scheduled Liabilities: $1,779,231

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/nhb12-13094.pdf

The petition was signed by Travis R. McConnell, manager.


OCALA FUNDING: Close to Filing Lawsuit-Funded Plan
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Ocala Funding LLC, a subsidiary of previously
bankrupt Taylor Bean & Whitaker Mortgage Corp., said it's close to
filing a Chapter 11 plan where creditors' recoveries will flow
from "complex causes of action against large financial
institutions and/or government sponsored entities."

According to the report, before the Chapter 11 filing in July,
holders of almost all of Ocala's $1.5 billion in secured and
$800 million in unsecured claims signed an agreement to support a
reorganization plan dividing up proceeds of lawsuits, according to
a recent court filing.  When the bankruptcy was filed, Ocala said
it intended to sue the Federal Home Loan Mortgage Corp., also
known as Freddie Mac, to recover $805 million in transfers that
were allegedly fraudulent transfers.

The report relates that Ocala's principal creditors include
Deutsche Bank AG, BNP Paribas Mortgage Corp., and the Federal
Deposit Insurance Corp.  Ocala is asking the U.S. bankruptcy judge
in Jacksonville, Florida, to extend the exclusive time for
proposing a Chapter 11 plan.  If granted at an Oct. 19 hearing,
the new plan-filing deadline would be pushed out by two months to
Jan. 6.  Although wholly owned by Taylor Bean, Ocala was intended
to be a bankruptcy-remote entity to purchase mortgage loans made
by Taylor Bean and in turn sell the loans to Freddie Mac.

The report notes that according to a court filing by Ocala, Taylor
Bean's former Chairman Lee Farkas caused Ocala to make
$805 million in improper transfers to Freddie Mac to cover up a
fraud he was conducting at Taylor Bean.  Last year, Mr. Farkas was
sentenced to 30 years in federal prison after being convicted on
14 counts of conspiracy and bank, wire and securities fraud in
what prosecutors said was a $3 billion scheme involving fake
mortgage assets.  Deutsche Bank and BNP are owed $1.75 billion,
according to a prior filing in bankruptcy court.  FDIC is owed
$900 million, the papers stated.  In addition to the lawsuits,
Ocala's assets include real estate, plus about $140 million in
several accounts subject to claims.  Ocala also has a $1.6 billion
claim against Taylor Bean.

                        About Ocala Funding

Orange, Florida-based Ocala Funding, LLC, a funding vehicle once
controlled by mortgage lender Taylor Bean & Whitaker Mortgage
Corp., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
12-04524) in Jacksonville on July 10, 2012.

Ocala Funding used to be the largest originator and servicer of
residential loans.  Ocala was created by Taylor Bean to purchase
loans originated by TBW and selling the loans to third parties,
Freddie Mac.  In furtherance of this structure Ocala raised money
from noteholders Deutsche Bank AG and BNP Paribas Mortgage Corp.
and other financial institutions, as secured lenders through sales
of asset-backed commercial paper.  Ocala disclosed $1,747,749,787
in assets and $2,650,569,181 in liabilities as of the Chapter 11
filing.

Taylor Bean was forced to file for Chapter 11 relief (Bankr. M.D.
Fla. Case No. 09-07047) on Aug. 24, 2009, amid allegations of
fraud by Taylor Bean's former CEO Lee Farkas and other employees.
Mr. Farkas is now serving a 30-year prison term for 14 counts of
conspiracy and fraud for being the mastermind of a $2.9 billion
bank fraud.  Mr. Farkas allegedly directed the sale of more than
$1.5 billion in fake mortgage assets to Colonial Bank and
misappropriated more than $1.5 billion from Ocala.  TBW's
bankruptcy also caused the demise of Colonial Bank, which for
years was TBW's primary bank.

TBW and its joint debtor-affiliates confirmed their Second Amended
Joint Plan of Liquidation on July 21, 2011, and the TBW Plan
became effective on Aug. 10, 2011.  The TBW Plan established the
TBW Plan Trust to marshal and distribute all remaining assets of
TBW.

Neil F. Lauria, as CRO for TBW and trustee of the TBW Plan Trust,
signed the Chapter 11 petition of Ocala.

Ocala holds 252 mortgage loans with an unpaid balance of $42.3
million as of May 31, 2012.  The Debtor also holds five "real
estate owned" properties resulting from foreclosures.  The Debtor
also holds $22.4 million in proceeds of mortgage loans previously
owned by it that are on deposit in an account in the Debtor's name
at Regions Bank.  It also has an interest in $75 million in cash,
consisting of proceeds of mortgage loans previously owned by the
Debtor, that are in an account maintained by Bank of America, N.A.
as prepetition indenture trustee for the benefit of the
Noteholders.  The Debtor also holds a claim in the current amount
of $1.6 billion against the estate of TBW.

The largest unsecured creditors include the Federal Deposit
Insurance Corp., owed $898,873,958; and Cadwalader, Wickersham &
Taft LLP, owed $1,632,385.

Judge Jerry A. Funk presides over Ocala's case.  Proskauer Rose
LLP and Stichter, Riedel, Blain & Prosser, serve as Ocala's
counsel.  Neil F. Lauria at Navigant Capital Advisors, LLC, serves
as the Debtor's Chief Restructuring Officer.


ODDYSSEY (IX): Gets Final Approval to Access to Cash Collateral
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
according to Odyssey (IX) DP I LLC's case docket, authorized, on a
final basis, the Debtor to use the cash collateral.

The Court also ordered that in the event that the Debtor is
required to use cash collateral beyond the time period set forth
in the budget, the Debtor will present the lender with a new
budget.  If the parties are unable to agree on the terms of the
new budget, the Court, upon motion, will conduct an emergency
hearing on approval of the continued use of cash collateral under
the new budget.

In a separate filing, secured creditor VS Jensen Beach Holdings,
LLC, as successor to U.S. Bank, requested that the Court determine
the value of collateral securing its lien.  VS has a lien on the
Debtor's real property located at 1764 NE Jensen Beach Blvd.,
Jensen Beach, Florida, and also on the rents it generates and
other personal property of the Debtor.

VS Jensen related that according to the Debtor's schedules, VS's
claim has a value of $15,837,988, and is secured by the real
property valued at $20,196,651.  The Debtor's liquidation analysis
attached to its pending disclosure statement, appears to value the
collateral at $10,000,000.  The Debtor's pending plan, however,
appears to treat VS's claim as fully secured.

VS believes it is an undersecured creditor, leaving it with large
unsecured bankruptcy claim and that the Debtor's lack of
acknowledgement of the deficiency claim is intentional to obtain a
voting class in favor of Debtor's plan.

VS Jensen is represented by:

         Scott A. Underwood, Esq.
         FOWLER WHITE BOGGS P.A.
         P.O. Box 1438
         Tampa, FL 33601-1438
         Tel: (813) 228-7411
         Fax: (813) 229-8313
         E-mail: scott.underwood@fowlerwhite.com

                   About Odyssey (IX) DP I LLC

Lakeland, Florida-based Odyssey (IX) DP I LLC, owns the Ocean
Breeze Plaza, a shopping center in Jensen Beach Florida.  Odyssey
(IX) DP I filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case
No. 11-22952) on Dec. 16, 2011, after its lender, U.S. Bank N.A.
declared a default on a $16 million construction loan.  Judge
Catherine Peek McEwen presides over the case.  Edward J. Peterson,
III, Esq., at Stichter, Riedel, Blain & Prosser PA, in Tampa,
Florida, serves as the Debtor's counsel.  William Maloney and Bill
Maloney Consulting serves as chief restructuring officer.  The
Debtor disclosed $20,318,253 in assets and $15,911,155 in
liabilities as of the Chapter 11 filing.  The petition was signed
by Robert Madden, president of OC DIP LLC, the Debtor's manager.

Affiliates that previously filed separate Chapter 11 petitions are
Century/AG - Avondale LLC, Odyssey Properties III LLC, Century
(III) DP III LLC, Odyssey (III) DP III LLC, Odyssey (VI)
Commercial DP I LLC, Odyssey (III) DP IX LLC, Odyssey (III) DP III
LLC, and Odyssey DP III LLC.


OXLEY DEVELOPMENT: U.S. Trustee Wants Chapter 11 Case Dismissed
---------------------------------------------------------------
Donald F. Walton, U.S. Trustee for Region 21, asks the Bankruptcy
Court to dismiss the Chapter 11 case of Oxley Development Company,
LLC, with prohibition against refiling for at least 180 days.

On Aug. 7, 2012, German American Capital Corporation ("GACC"),
which asserts a security interest in the Debtor's 48.49 acres of
land located on Laurel Bluff and Laurel Island in Camden County,
Georgia (the "Property"), filed an Emergency Motion for Relief
from Stay seeking to proceed with a scheduled foreclosure sale of
the Property which it had advertised for that date.  The Court
held an emergency hearing on the motion on Aug. 7, 2012, and on
Aug. 8, 2012, entered an order lifting the automatic stay as to
GACC and the Property effective as of 2:00 p.m. on Aug. 7, 2012.
Upon information and belief, GACC proceeded with the scheduled
foreclosure sale on Aug. 7, 2012, based on the Court's oral
announcement of its ruling during the emergency hearing, and
purchased the Property at that sale.

The U.S. Trustee tells the Court that Debtor does not have the
ability to reorganize and that no purpose is served by the
continued pendency of the Debtor's case.

In addition, the U.S. Trustee says Debtor's principal, Carl M.
Drury, III, did not appear at the rescheduled Section 341 meeting
of creditors on Sept. 27, 2012, for the purpose of submitting to
examination pursuant to 11 U.S.C. Section 343.  Debtor has also
not filed a monthly operating report accounting for its receipts,
disbursements and other operating results during the portion of
August 2012 in which the Debtor's case was pending.  Further,
Debtor failed to list in its bankruptcy schedules filed in the
present case, a claim by the United States of America in the
amount of $1,300 for unpaid Chapter 11 quarterly fees incurred in
the prior case (Bankr. S.D. Ga. Case No. 11-21338).

The U.S. Trustee said: "It is apparent from the foregoing that
Debtor has neither the ability nor the intention to proceed with a
Chapter 11 reorganization and that it filed this case in bad faith
for the improper purpose of obstructing and delaying one or more
creditors in the enforcement of their rights under non-bankruptcy
law, rather than for any good faith rehabilitative purpose."

The hearing to consider the dismissal motion will be held on
Oct. 30, 2012, at 10:00 a.m.

                      About Oxley Development

Oxley Development Company, LLC, filed a Chapter 11 petition
(Bankr. N.D. Ga. Case No. 12-69799) in Atlanta Aug. 6, 2012.

Oxley Development owns the Laurel Bluff and Lauren Island, in
Camden County, Georgia.  The Debtor, a single asset real estate
under 11 U.S.C. Sec. 101(51B), estimated assets of at least
$100 million and debts under $100 million.

This is not the first time Oxley has sought bankruptcy protection.
In October 2011, Oxley filed a Chapter 11 petition in Brunswick
(Bankr. S.D. Ga. Case No. 11-21338).  But the case was dismissed
at the behest of the U.S. Trustee.  The bankruptcy judge in May
granted relief from stay to German American Capital Corporation,
allowing the creditor to pursue its state law remedies in
connection with the Debtor's real property.

William S. Orange, III, Attorney at Law, represented the Debtor in
the prior Chapter 11 case.  In the new case, the Debtor is
represented by Paul Reece Marr P.C.  The Debtor disclosed
$105,700,000 in assets and $73,777,219 in liabilities as of the
Chapter 11 filing.

Creditor German American Capital Corp. is represented in the case
by Paul Baisier, Esq., and Shuman Sohrn, Esq., at Seyfarth Shaw
LLP.

No official committee of unsecured creditors has been appointed
pursuant to section 1102 of the Bankruptcy Code.


PATRIOT COAL: Retired Miners Petition Bankruptcy Judge
------------------------------------------------------
Ken Ward Jr. of The Charleston (W. Va.) Gazette reports that
retired miners sent handwritten letters to U.S. Bankruptcy Judge
Shelley C. Chapman, who oversees Patriot Coal Corp.'s Chapter 11
proceedings in New York, to let her know how they feel about the
bankruptcy and its potential impact on their pensions and health-
care benefits.  The report says more than 100 such letters have in
recent days been added to the court record of the case.  The
United Mine Workers union is hoping to have the case moved to
bankruptcy court in Southern West Virginia.

                        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.


PEAK 10: S&P Gives 'B' Corporate Credit Rating; Outlook Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Charlotte, N.C.-based Peak 10 Holding Corp. The
outlook is negative.

"We also assigned our 'B' issue-level rating on subsidiary Peak 10
Inc.'s $330 million senior secured credit facilities. The proposed
facilities consist of a $300 million term loan due 2019 and a $30
million revolving credit facility due 2018. The '3' recovery
rating on this debt indicates our expectation for meaningful (50%
to 70%) recovery in the event of a payment default," S&P said.

"The ratings reflect the company's 'highly leveraged' financial
profile and 'weak' business risk profile under our criteria," said
Standard & Poor's credit analyst Michael Weinstein. "Pro forma for
the proposed recapitalization transaction, we expect our adjusted
measure of leverage for the company to be above 8x at the end of
2012 under our base-case scenario, which includes the present
value of operating leases in our debt calculation. However, we
also expect healthy revenue growth of 15% to 20% over the next
couple of years, fueled by increased utilization of existing
assets, facility expansions, and a secular trend toward
outsourcing IT functions with managed and cloud services,
partially offsetting these risk factors."

"The outlook is negative. We expect leverage to exceed 8x pro
forma for the proposed recapitalization, which would not support
the rating if the company does not remain on a trajectory to
reduce leverage to below 7x by the end of 2013. We believe the
company can achieve this leverage improvement if it can increase
EBITDA by at least 20% in 2013. However, if an unfavorable shift
in the supply-demand curves in its core data center markets in
2013 results in slower-than-expected EBITDA growth, leverage is
likely to remain above 7x. We will closely monitor Peak 10's run-
rate EBITDA versus our base-case forecast throughout the next year
to determine if the company is unlikely to de-lever below 7x,
which would warrant a downgrade to the rating," S&P said.

"Alternatively, over the next year, if the company issues
additional debt for an acquisition which does not have as
favorable profit characteristics as its core business, we could
lower the rating if prospects for debt reduction become more
limited," S&P said.

"Strong demand for data center colocation space should result in
continued double-digit revenue growth and improvements in overall
profitability, resulting in material leverage reduction from
EBITDA growth over the next few years. We could revise the outlook
to stable if we believe the company is on a path to sustain
leverage below the mid-6x area over the next year, which could
occur if EBITDA growth were to exceed 20%," S&P said.


PEAK RESORTS: Can Employ Riehlman as Real Estate Counsel
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of New York
authorized Peak Resorts, Inc., et al., to employ Riehlman, Shafer
& Shafer as special counsel to represent the Debtors in real
estate and related matters.

The Debtor believes that the firm does not hold any interest
adverse to the estate of the Debtors.  The firm will bill the
Debtors at an hourly rate of $225, plus disbursements.  Paralegals
bill at $135 per hour.

                        About Peak Resorts

Peak Resorts, Inc., dba Greek Peak Mountain Resort, and four
affiliates filed for Chapter 11 bankruptcy (Bankr. N.D.N.Y. Case
Nos. 12-31471 to 12-31473, 12-31475 and 12-31476) in Syracuse on
Aug. 1, 2012.  The affiliates are Hope Lake Investors LLC,
V.R.P.D. II L.P., REDI LLC, and A.R.K. Enterprises Inc.

Peak Resorts owns 888.5 acres of real estate, including the "Greek
Peak Mountain Resort", a four-season resort development located in
Virgil, New York.  The 888.5-acre property is located 8 miles from
Cortland, New York and has the largest day trip area in Central
New York state.  REDI LLC owns 402.7 acres of adjacent property.
Hope Lake Investors owns the Hope Lake Lodge & Cascades Indoor
Water Park, a 151-room hotel and resort facility in Virgil,
Cortland County.   The Debtors have a total of 264 employees.

Chief Bankruptcy Judge Robert E. Littlefield Jr. presides over the
case.  Lawyers at Harris Beach PLLC serve as the Debtors' counsel.

Kenneth Baum, Esq., at Cole Schotz Meisel Forman Leonard, in
Hackensack, N.Y., represents the Official Committee of Unsecured
Creditors as counsel.

The Debtors scheduled these assets and debts:

                   Scheduled Assets         Scheduled Liabilities
                   ----------------         ---------------------
Hope Lake             $27,180,635                $48,800,528
Peak Resorts          $12,991,230                $26,558,438
REDI, LLC              $1,298,401                 $3,851,808

The petitions were signed by Allen R. Kryger, president.


PEGASUS RURAL: Wants Plan Filing Exclusivity Until Dec. 9
---------------------------------------------------------
Pegasus Rural Broadband, LLC, et al., ask the U.S. Bankruptcy
Court for the District of Delaware to grant a fourth extension of
their exclusive period to propose a Chapter 11 plan.  The Debtors
are seeking an extension until Dec. 9, 2012.

The Debtors' disclosure statement was recently approved and the
Debtors have just begun the process of soliciting their Plan for
acceptance.  The hearing to confirm the Plan is currently
scheduled for Nov. 19, 2012, at 2:00 p.m.

                   About Pegasus Rural Broadband

Pegasus Rural Broadband, LLC, and its affiliates, including
Xanadoo Holdings Inc., sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 11-11772) on June 10, 2011.

The Debtors are subsidiaries of Xanadoo Company, a 4G wireless
Internet provider.  Xanadoo Co. was not among the Chapter 11
filers.

The subsidiaries sought Chapter 11 protection after they were
unable to restructure $52 million in 12.5% senior secured
promissory notes that matured in May.  The notes are owing to
Beach Point Capital Management LP.

Xanadoo Holdings, through Xanadoo LLC -- XLC -- offers wireless
high-speed broadband service, including digital phone services,
under the Xanadoo brand utilizing licensed frequencies in the 2.5
GHz frequency band.  As of May 31, 2011, XLC served 12,000
subscribers in Texas, Oklahoma and Illinois.  In the summer of
2010, the Debtors closed all of their retail stores and kiosks in
its six operating markets and severed all fulltime sales
personnel.  Since the closings, the Debtors relied one key
retailer in each market to serve as local point of presence to
market customer transactions.

Judge Peter J. Walsh presides over the case.  Rafael Xavier
Zahralddin-Aravena, Esq., Neil Raymond Lapinski, Esq., Shelley A.
Kinsella, Esq., and Jonathan M. Stemerman, Esq., at Elliott
Greenleaf, in Wilmington, Delaware, serve as counsel to the
Debtor.  NHB Advisorsm Inc., is their financial advisors.  Epiq
Systems, Inc., is the claims and notice agent.

Xanadoo Holdings, Pegasus Guard Band and Xanadoo Spectrum each
estimated assets of $100 million to $500 million and debts of
$50 million to $100 million.

The Chapter 11 filing followed the maturity in May 2011 of almost
$60 million in secured notes owing to Beach Point Capital
Management LP.

The Court denied a motion by the secured noteholders to dismiss
the Chapter 11 case and appoint a Chapter 11 trustee.

The companies filed a proposed reorganization plan in February
predicting sale of licenses in the 700 megahertz spectrum would
pay all secured and unsecured creditors in full, with interest.
In a separate filing, the companies said the assets will be turned
over to secured lenders if there is neither a lender nor a buyer
to finance a plan.  The plan will be funded either by a new loan
or by selling the business and the assets.

No committee or trustee has been appointed in these cases.


PHOENIX GARDEN: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Phoenix Garden LLC.
        aka Phoenix Garden, LLC.
        102 Goucher Terrace
        Gaithersburg, MD 20877

Bankruptcy Case No.: 12-28083

Chapter 11 Petition Date: October 3, 2012

Court: U.S. Bankruptcy Court
       District of Maryland (Baltimore)

Judge: Nancy V. Alquist

Debtor's Counsel: Michael G. Wolff, Esq.
                  GOREN, WOLFF & ORENSTEIN, LLC
                  15245 Shady Grove Road, Suite 465
                  North Lobby
                  Rockville, MD 20850
                  Tel: (301) 984-6266
                  Fax: (301) 816-0592
                  E-mail: smalinowski@gwolaw.com

Scheduled Assets: $2,680,840

Scheduled Liabilities: $3,482,520

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/mdb12-28083.pdf

The petition was signed by Ju-Hua Chou, owner.


PINNACLE AIRLINES: Oct. 16 Hearing on Bid to Reject Union Pacts
---------------------------------------------------------------
The Association of Flight Attendants, which represents some 1,800
Pinnacle Airlines flight attendants, and the Air Line Pilots
Association, which represents Pinnacle's 2,800 pilots, are
objecting to the airline's bid to reject their contracts, accusing
Pinnacle executives of attempting to use the bankruptcy process to
gain an unfair competitive advantage in the industry.

Patrick Fitzgerald, writing for Dow Jones' Daily Bankruptcy
Review, reports that the flight attendants union said in a court
filing Friday night that Pinnacle has shown no compelling need to
cut "by even one penny," its flight-attendant compensation.  The
union also said that Pinnacle's flight attendants, far from being
overpaid, are "actually below market in their wages, benefits and
work rules."

The report notes the pilots' objection was filed under seal.
According to DBR, however, a Pinnacle pilots' representative
recently said that the carrier's pilots will "leave in droves" if
the company pushes through a demand for union givebacks on wages,
work rules and health-care benefits.

The report notes Pinnacle has said it needs concessions from all
employees to ensure the "long-term viability" of the airline.  The
carrier still hopes to reach consensual resolution with all of its
labor unions, but argues the concessions it is seeking are fair,
given the difficulties faced by regional carriers.

A hearing on the airline's request is scheduled for Oct. 16.

                         Flight Attendants

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the flight attendants' union filed papers last week
contending that the existing pay scale and work rules are "well
within industry norms."  The union claims the feeder airline's
allegations to the contrary are based on faulty data.

The report relates that exactly where Pinnacle's union contracts
stack up against other regional airlines is unclear from court
papers because the economic facts are deemed confidential and
deleted from the publicly filed documents.  The cabin attendants
submit that governing federal law in New York doesn't permit the
imposition of concessions on labor unless the contracts "generated
an employer's adverse economic conditions."  Given that the cabin
crews' contracts are market rate, wages weren't the cause of
bankruptcy and can't be reduced, the union argues.

The report notes that facts about the pilots' contract are more
unclear because court papers from the flight-deck crew are sealed
in their entirety.  The hearing to modify labor contracts will
continue on Oct. 17 if necessary.

The company used Chapter 11 to shed 47 aircraft.  Among the planes
Pinnacle decided to keep are 140 regional jets leased from Delta
Air Lines Inc., the provider of $74.3 million in financing for the
Chapter 11 reorganization begun in April.  Pinnacle is keeping
another nine aircraft leased by other owners.

                      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.


POTOMAC SUPPLY: Court Approves Employment of Keiter as Advisor
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
authorized Potomac Supply Corporation to employ Keiter as advisor
effective as of July 3, 2012.

As reported in the Troubled Company Reporter on Sept. 6, 2012,
Keiter will provide consulting and audit services to Potomac,
including auditing the statement of net assets of Potomac's 401(k)
plan and preparing an annual report with necessary financial
statements and schedules as required by the Department of Labor's
rules and regulations under the Employee Retirement Income
Security Act of 1974 ERISA.

Potomac has selected Keiter as advisor because of its extensive
consulting experience.  Keiter has provided Potomac with
consulting services since 1991 and thus is familiar with Potomac's
401(k) plan financial information and the preparation of Potomac's
annual reports.

Potomac agrees to pay Keiter its standard hourly rates.  The
professionals primarily responsible for providing services to
Potomac are:

     Professional        Position      Rate
     ------------        --------      ----
     Michael Gracik      Partner       $340
     John Kent           Partner       $325
     Doug Nickerson      Manager       $240
     Stephanie Casey     Manager       $220
     Johnny Um           Senior        $145
     Ron Brooks          Senior        $130

Keiter estimates that its fees for audit services will be $11,000.

The Debtor indicated in the application that (i) Keiter is not an
equity security holder or insider; (ii) Keiter is not and was not,
within 2 years of the Petition Date, a director, officer, or
employee of Potomac; and (iii) Keiter does not have an interest
materially adverse to Potomac, its estate, creditors or equity
security holders.

                       About Potomac Supply

Kinsale, Virginia-based building-supply manufacturer Potomac
Supply Corporation filed for Chapter 11 bankruptcy (Bankr. E.D.
Va. Case No. 12-30347) on Jan. 20, 2012, estimating assets and
debts of $10 million to $50 million.  Potomac in mid-January
announced it was suspending manufacturing operations in Kinsale
after its lender refused to provide financing without additional
investment.  Judge Douglas O. Tice, Jr., presides over the case.
Patrick J. Potter, Esq., at Pillsbury Winthrop Shaw Pittman LLP,
in Washington, D.C., serves as the Debtor's bankruptcy counsel.
LeClairRyan P.C. is representing the Official Committee of
Unsecured Creditors.


PROTEONOMIX INC: Sells 2.6 Million Shares to Investors
------------------------------------------------------
Proteonomix, Inc., reported unregistered sales of securities
exceeding 5% of the total issued and outstanding common stock
since the filing of the Form 10-Q for the period ending June 30,
2012.

From Sept. 26, 2012, through Oct. 4, 2012, the Company sold an
aggregate of 2,643,939 common shares, including 288,033 shares to
Sabby Heathcare Volatility Master Fund, Ltd., 143,440 shares to
Kingsbrook Opportunities Master Fund LP and 167,639 to Deerfield
Special Situations International Limited.

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

                        http://is.gd/GG3qDM

                         About Proteonomix

Proteonomix, Inc. (OTC BB: PROT) -- http://www.proteonomix.com/--
is a biotechnology company focused on developing therapeutics
based upon the use of human cells and their derivatives.

The Company reported a net loss applicable to common shares of
$1.38 million in 2011, compared with a net loss applicable to
common shares of $3.47 million in 2010.

After auditing the financial statements for the year ended
Dec. 31, 2011, KBL, LLP, in New York, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has sustained
significant operating losses and is currently in default of its
debt instrument and needs to obtain additional financing or
restructure its current obligations.

The Company's restated balance sheet at June 30, 2012, showed
$5.75 million in total assets, $5.75 million in total liabilities
and a $1,087 total stockholders' deficit.


RADIENT PHARMACEUTICALS: Cancels Licensing Agreement with GCDx
--------------------------------------------------------------
Radient Pharmaceuticals Corporation previously entered into a
license agreement with Global Cancer Diagnostics, Inc. ("GCDx"),
in order to commercialize certain of the Company's intellectual
property in the form of a Lung Cancer test.  Section 3.1 of the
Agreement was amended on Aug. 23, 2012, with the remainder of the
Agreement unchanged.  Pursuant to the Amendment, GCDx will pay the
Company an upfront license fee of $250,000 immediately upon
receipt of funds from the first closing of its current financing
for approximately $2,000,000, which was anticipated to close no
later than Sept. 15, 2012.  On Sept. 14, 2012, the Company agreed
to further amend Section 3.1 of the Agreement and replace it with
the following:

     "GCDx will pay a License Fee of Two Hundred and Eighty
      Thousand Dollars ($280,000) to RXPC immediately upon receipt
      of it funding in the amount of Two Million dollars, or on or
      before October 1, 2012.  As of the date of this amendment,
      GCDx has paid a total of US$6,000 towards this licensing
      fee."

As of Oct. 1, 2012, GCDx has not made the required upfront payment
of $280,000.  Therefore the proposed GCDx licensing agreement was
cancelled.  The Company will consider re-engaging GCDx in a new
licensing agreement at that time as GCDx is able to make the
required up-front payment.

From an operational perspective, the Company continues to sell and
ship Onko-Sure test kits to the following territories: Korea,
Turkey, Taiwan, India, Vietnam, and the U.S.  Despite significant
financial hardship, the Company continues to maintain its
operations in Tustin, relying on selective former employees that
continue to work as consultants to the Company.  The Company is
also engaged in business discussions with other companies seeking
to license Onko-Sure for various international territories.  These
licensing agreements, if completed, are anticipated to provide the
Company with the funds necessary to regain compliance with the
Company's public filing requirements and to begin to pay down
various overdue accounts payable.  There can be no guarantee that
any new licensing transactions will be completed.

As of Oct. 3, 2012, the Company had 3,235,210,154 shares of common
stock issued and outstanding.

                   About Radient Pharmaceuticals

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

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

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

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

                        Bankruptcy Warning

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


RESERVE PRIMARY FUND: Lied About Losses on Lehman, Says SEC
-----------------------------------------------------------
Bob Van Voris and Patricia Hurtado at Bloomberg News report that
Reserve Primary Fund, the failed $62.5 billion money-market fund,
misled shareholders about the safety of its fund after it lost
money on Lehman Brothers Holdings Inc. debt, a government lawyer
told a jury.

According to the report, Reserve, which held $785 million in
Lehman debt, caused a run on money-market funds after its net
asset value fell below $1 a share on Sept. 16, 2008, the day after
Lehman filed the biggest bankruptcy in history.  The failure of
Reserve, the first money fund in 14 years to "break the buck,"
contributed to the global financial crisis.

The report relates the U.S. Securities and Exchange Commission
sued Reserve, founder and Chief Executive Officer Bruce R. Bent
and his son, President Bruce Bent II, in May 2009.  The SEC
accuses the Bents of violating federal securities laws by making
misleading statements to investors and trustees in the run-up to
the collapse of the fund.

"What this case is about is how the Bents, Mr. Bent Sr. and Mr.
Bent II, defrauded investors on Sept. 15 and Sept. 16, 2008," SEC
lawyer Nancy Brown told a nine-person jury in her opening
statement Oct. 9 in Manhattan federal court.

The report notes that Atty. Brown told jurors that the Bents lied
on the morning after Lehman disclosed its bankruptcy, falsely
telling investors, regulators and the fund's trustees that they
would use money from their firm, Reserve Management Co., to
support the $1 net asset value of fund shares.

                         Ill-Gotten Gains

The report relates that the commission seeks disgorgement of
unspecified ill-gotten gains, a civil fine and an order barring
the defendants from violating the securities laws in the future.

John Dellaportas, a lawyer for the Bents and the company, told
jurors in his opening statement that his clients didn't lie or
defraud investors.

He said the trial is about a 12-hour period when Lehman filed for
bankruptcy and the Bents decided they didn't have enough money to
cover a $785 million shortfall.

The case is SEC v. Reserve Management Co. Inc. 09-cv-04346, U.S.
District Court, Southern District of New York (Manhattan).

                    About Reserve Primary Fund

Managed by Reserve Management Company, Inc., the Reserve Primary
Fund is a large money market mutual fund that is currently in
liquidation.  On Sept. 16, 2008, during the global financial
crisis, it lowered its share price below $1 because of exposure to
Lehman Brothers debt securities.  This resulted in demands from
investors to return their funds as the financial crisis mounted.
The Reserve had multiple other funds frozen because of this
failure.


RESOLUTE FOREST: S&P Hikes Rating on $850MM Secured Debt to 'BB'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its issue-level rating
on Montreal-based Resolute Forest Products Inc.'s US$850 million
senior secured notes to 'BB' from 'BB-'. "At the same time,
Standard & Poor's revised its recovery rating on the debt to '2'
from '3'. A '2' recovery rating reflects our expectations of a
substantial (70%-90%) recovery in a default scenario," S&P said.

"We base the revision to the recovery rating on the enhanced
recovery prospects following the announcement of another voluntary
debt repayment (US$85 million) toward the company's senior secured
notes funded from internally generated cash flows," said Standard
& Poor's credit analyst Jatinder Mall.

At the same time, Standard & Poor's affirmed its 'BB-' long-term
corporate credit rating on the company. The outlook is stable.

"The ratings on Resolute reflect what Standard & Poor's views as
the company's weak business risk profile and significant financial
risk profile. Resolute maintains strong market positions in the
North American newsprint, and uncoated and coated papers sectors;
a considerably improved cost structure; capital expenditure
projects to expand its current portfolio of cogeneration assets;
and significantly lower debt levels and fixed charges after
emerging from bankruptcy. These strengths are somewhat offset, in
our opinion, by the continuing declining demand in North America
for the company's paper products, the inherent volatility in pulp
and paper prices, a growing underfunded pension obligation, and
Resolute's exposure to the cyclical U.S. housing construction
market through its wood products business," S&P said.

Resolute is North America's largest newsprint producer, with about
3 million metric tons of operating capacity. The company also
produces a wide range of commercial printing and packaging papers,
market pulp, and wood products. It owns or operates 21 pulp and
paper mills and 22 wood products facilities in the U.S., Canada,
and South Korea.

"The stable outlook on Resolute reflects our view that, despite
lower demand for commercial printing papers, prices should remain
stable in the near term and the company will continue to generate
positive free cash flows driven by operating efficiencies. We
expect the company to use some of the excess cash to continue to
pay down debt in 2013, as it did in 2012, and for leverage to
improve below its current levels of about 4x. We could lower the
ratings on Resolute under a number of possible scenarios,
including: if a greater-than-expected decline in paper demand
combined with newsprint prices below US$575 per metric ton lead to
leverage above 4.5x, if cash on hand is used for large
shareholder-friendly initiatives that would reduce liquidity, or
if a change in financial policy leads to an aggressive financial
risk profile. An upgrade in the near term could occur if the
firm's operations continue to diversify into stable margin
segments, if actuarial assumptions reduce underfunded pension
liabilities resulting in smaller funding requirements, or if
voluntary debt repayments result in an adjusted debt-to-EBITDA
ratio 3x on a sustainable basis," S&P said.


RITZ CAMERA: U.S. Trustee Forms 6-Member Creditors Committee
------------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, pursuant to
Section 1102(a)(1) of the Bankruptcy Code, appointed six persons
to Official Committee of Unsecured Creditors in the Chapter 11
cases of Ritz Camera & Image, L.L.C., et al.

The Committee members are:

      1. GGP Limited Partnership
         Attn: Julie Minnick Bowden
         110 North Wacker Drive
         Chicago, IL 60606
         Tel: (312) 960-2707
         Fax: (312) 442-6574

      2. Simon Property Group, Inc.
         Attn: Ronald M. Tucker
         225 W. Washington St.
         Indianapolis, IN 46204
         Tel: (317) 263-2346
         Fax: (317) 263-7901

      3. Nikon Inc.
         Attn: John P. Browne
         1300 Walt Whitman Road
         Melville, NY 11747
         Tel: (631) 547-4251
         Fax: (631) 547-6261

      4. Fuji Film North America
         Attn: Dennis Fennell
         200 Summit Lake Drive
         Tel: (914) 789-8139
         Fax: (914) 789-8640

      5. Lucidiam, Inc.
         Attn: John K. Johnson
         8100 Boone Blvd., Ste. 310
         Vienna, VA 22182
         Tel: (703) 564-3400 x 122

      6. Almo Fulfillment Services West, LLC
         Attn: Bill Littlestone
         2709 Commerce Way
         Philadelphia, PA 19154
         Tel: (215) 698-4042
         Fax: (267) 350-4442

                         About Ritz Camera

Beltsville, Maryland-based Ritz Camera & Image LLC --
http://www.ritzcamera.com-- sold 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.  When it filed for bankruptcy,
Ritz Camera intended 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.


RLD INC: Court Approves Stipulation on Cash Collateral
------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
signed an amended stipulation between RLD, Inc., and Exchange Bank
regarding use of cash collateral.

The stipulation provides that, among other things:

   1. The Bank and the Debtor agree that the collection of rental
      income from and disbursement of expenses related to the
      property will no longer be governed by the stipulation
      regarding cash collateral and adequate protection executed
      on Jan. 27, 2012.

   2. All cash collateral in the operating account will be
      disbursed as (i) a disbursement to the Bank that cures the
      two prepetition payments in arrears as to the note; and (ii)
      all remaining funds in the operating account will be turned
      over to the Debtor for use in its normal course of business
      including those under the confirmed Plan of reorganization
      in the Lorrain Ring bankruptcy.

As reported in the Troubled Company Reporter on June 20, 2012,
Exchange Bank, a California banking corporation holds secured and
unsecured claims in the Debtor's case.  Exchange Bank holds a
promissory note dated May 29, 2007, with an original principal
amount of $10,500,000.  The Promissory Note is secured by a first
priority Deed of Trust on the real property located at 4754 Old
Redwood Highway, Santa Rosa, California, dated May 28, 2007.  The
property is a multi-tenant shopping center.

                          About RLD Inc.

RLD, Inc., based in Santa Rosa, California, filed for Chapter 11
bankruptcy (Bankr. N.D. Calif. Case No. 11-14071) on Nov. 7, 2011.
Judge Alan Jaroslovsky presides over the case.  The Law Offices of
Steven M. Olson serves as the Debtor's counsel.  The Debtor
disclosed $10,824,405 in assets and $19,304,145 in liabilities as
of the Petition Date.

Under the Plan, holders of secured claims will be paid in full,
or, otherwise, will retain the real property collateral in full
satisfaction of said allowed claim.  Unsecured claims will be paid
the aggregate sum of $150,000, in monthly installments of $3,000,
distributed on a prorata basis to the holders on a quarterly
basis, with the balance paid in full within one year of the
revesting of the Lorraine E. Ring bankruptcy estate's property in
Lorraine E. Ring.


ROBERTS HOTELS: Wants to Obtain $1.5MM Loan from Bank of America
----------------------------------------------------------------
Roberts Hotels Houston, LLC, et al., ask the U.S. Bankruptcy Court
for the Eastern District of Missouri for final authorization to
obtain credit on a secured, superpriority basis pursuant to the
terms and conditions of that certain Future Advance, Debtor-in-
Possession Financing and Second Amendment to Loan Agreement with
secured lender, Bank of America, N.A.

The Debtors own and operate hotels including:

   1. The Atlanta Hotel -- a hotel facility owned by Atlanta LLC
      located at 1775 Parkway Place, S.E., Marietta, Georgia;

   2. The Dallas Hotel -- a hotel facility owned by Dallas LLC
      located at 2383 Stemmons Trail, Dallas, Texas;

   3. The Houston Hotel a hotel facility owned by Houston LLC
      located at 11160 Southwest Freeway, Houston, Texas;

   4. The Shreveport Hotel is the hotel facility owned by
      Shreveport LLC located at 11419 E. 70th Street, Shreveport,
      Louisiana;

   5. The Spartanburg Hotel is the hotel facility owned by
      Spartanburg LLC located at 9027 Fairforest Road,
      Spartanburg, South Carolina; and

   6. The Tampa Hotel is the hotel facility owned by Tampa LLC
      located at 820 E. Busch Boulevard, Tampa, Florida.

The Debtors will use the financing to preserve the value of the
Hotels that are closed, and continue the operations of the Hotels
that are operating.  The Debtors relate that their assets are
fully encumbered thus the Debtors need to obtain the additional
funds required.

According to the Debtors, they were unable to obtain financing on
favorable terms aside from the one offered by the DIP Lender.

The material terms of the financing, include, among other things:

          AMOUNT:                up to $1,500,000 on a secured,
                                 superpriority basis pursuant to
                                 the terms and conditions of the
                                 DIP Credit Agreement by and among
                                 Debtors as borrower, and Bank of
                                 America

          PURPOSE:               The proceeds may be used (i) for
                                 working capital; (ii) to pay
                                 administrative expenses,
                                 including the costs of operating
                                 or preserving the Hotels; (iii)
                                 to pay amounts owing to the DIP
                                 Lender under the DIP Credit
                                 Agreement; and (iv) prior to an
                                 Event of Default

          INTEREST:              Advances will bear interest at
                                 the Future Advance Note Rate,
                                 which is LIBOR plus 4% per annum.
                                 Upon the occurrence of any Event
                                 of Default, and for as long as
                                 the same will remain outstanding,
                                 at the option of lender, all
                                 obligations of Debtors relating
                                 to the Future Advance Loan will
                                 bear interest at the Future
                                 Advance Default Rate, which is
                                 the lesser of (a) a rate of
                                 interest equal to Future Advance
                                 Note Rate plus 4% per annum and
                                 (b) the maximum rate allowed by
                                 law.

           MATURITY:             Upon the termination date, which
                                 is the earliest of to occur of
                                 (a) Dec. 31, 2012; (b) closing of
                                 the sale of the last of the
                                 Hotels under Section 363 of the
                                 Bankruptcy Code; or (c) the date
                                 upon which lender will elect to
                                 accelerate the Obligations in
                                 accordance with the terms of the
                                 DIP Credit Agreement.

As security for the prompt satisfaction of all DIP Obligations
related to the Future Advance Loan, each Debtor grants to lender,
its successors and assigns, a first priority lien upon and
security interest in, all of such Debtor's right, title and
interest in and to the Collateral.  The Future Advance Loan and
any related DIP Obligations are hereby cross-collateralized and
cross-defaulted with the existing indebtedness.  The liens
securing the Future Advance Loan and any related DIP Obligations
will be junior in priority only to Permitted Liens and the Carve
Out.

                       About Roberts Hotels

Hotel portfolios owned by St. Louis, Mo.-based Roberts Cos. have
filed separate Chapter 11 bankruptcy petitions.  The hotels are
among those involved in a lawsuit Bank of America filed against
Roberts Cos. in April 2012.  BofA alleges Roberts Cos. defaulted
on a loan to renovate six hotels it owns outside of Missouri and
owes more than $34 million.  The hotels are located in Tampa,
Atlanta, Dallas, Houston, Shreveport, La., and Spartanburg, S.C.

Roberts Hotels Dallas LLC, which operates as a Courtyard by
Marriott at 2383 Stemmons Trail in Dallas, filed for Chapter 11
bankruptcy (Bankr. E.D. Mo. Case No. 12-45017) on May 23, 2012,
estimating $1 million to $10 million in assets, and $10 million to
$50 million in debts.

Roberts Hotels Atlanta LLC, dba Clarion Hotel Atlanta, filed for
Chapter 11 (Bankr. E.D. Mo. Case No. 12-44493) on May 9, 2012,
estimating $1 million to $10 million in assets, and $10 million to
$50 million in debts.

Roberts Hotels Shreveport LLC, also under the Clarion flag, sought
Chapter 11 bankruptcy protection (Bankr. E.D. Mo. Case No. 12-
44495) on May 9, estimating under $10 million in assets and
between $10 million and $50 million in debts.

Roberts Hotels Spartanburg LLC, which owns the Clarion Hotel,
formerly named Radisson Hotel & Suites Spartanburg, filed a
Chapter 11 petition (Bankr. E.D. Mo. Case No. 12-43756) on April
19, 2012.  It scheduled $3,028,820 in assets and $34,775,209 in
debts.

Roberts Hotels Houston LLC, dba Holiday Inn Houston, filed for
Chapter 11 (Bankr. E.D. Mo. Case No. 12-43590) on April 16, 2012,
listing under $50,000 in assets and up to $50 million in debts.

Roberts Hotels Tampa LLC, which owns the Comfort Inn hotel at 820
East Busch Blvd. in Tampa, filed for Chapter 11 Bankr. E.D. Mo.
Case No. 12-44391) on May 7, estimating assets between $1 million
and $10 million and debts between $10 million and $50 million.

A. Thomas DeWoskin, Esq., at Danna McKitrick, PC, serves as the
Debtors' counsel.  The petitions were signed by Mike Kirtley,
chief operating officer.

On Dec. 15, 2011, Roberts Hotels Jackson LLC, which owns Roberts
Walthall Hotel, filed for Chapter 11 protection (Bankr. S.D. Miss.
Case No. 11-04341), estimating both assets and debts of between
$1 million and $10 million.  John D. Moore, P.A., represents the
Debtor.

The cases are jointly administered.


ROBERTS HOTELS: Motion to Assign Related Cases to One Judge Moot
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Missouri
denied Roberts Hotels Houston, LLC's motion to assign related
cases to one judge as moot.

The Debtors, in their motion, related that due to the similar
issues regarding Bank of America in the cases, the Debtors believe
that it would be inefficient and impractical to leave the judge
assignments as they are.  The situation also could lead to
conflicting rulings on similar issues by different judges.

The Debtor notes that because of the staggered filings, the cases
have been assigned to various judges.

                       About Roberts Hotels

Hotel portfolios owned by St. Louis, Mo.-based Roberts Cos. have
filed separate Chapter 11 bankruptcy petitions.  The hotels are
among those involved in a lawsuit Bank of America filed against
Roberts Cos. in April 2012.  BofA alleges Roberts Cos. defaulted
on a loan to renovate six hotels it owns outside of Missouri and
owes more than $34 million.  The hotels are located in Tampa,
Atlanta, Dallas, Houston, Shreveport, La., and Spartanburg, S.C.

Roberts Hotels Dallas LLC, which operates as a Courtyard by
Marriott at 2383 Stemmons Trail in Dallas, filed for Chapter 11
bankruptcy (Bankr. E.D. Mo. Case No. 12-45017) on May 23, 2012,
estimating $1 million to $10 million in assets, and $10 million to
$50 million in debts.

Roberts Hotels Atlanta LLC, dba Clarion Hotel Atlanta, filed for
Chapter 11 (Bankr. E.D. Mo. Case No. 12-44493) on May 9, 2012,
estimating $1 million to $10 million in assets, and $10 million to
$50 million in debts.

Roberts Hotels Shreveport LLC, also under the Clarion flag, sought
Chapter 11 bankruptcy protection (Bankr. E.D. Mo. Case No. 12-
44495) on May 9, estimating under $10 million in assets and
between $10 million and $50 million in debts.

Roberts Hotels Spartanburg LLC, which owns the Clarion Hotel,
formerly named Radisson Hotel & Suites Spartanburg, filed a
Chapter 11 petition (Bankr. E.D. Mo. Case No. 12-43756) on April
19, 2012.  It scheduled $3,028,820 in assets and $34,775,209 in
debts.

Roberts Hotels Houston LLC, dba Holiday Inn Houston, filed for
Chapter 11 (Bankr. E.D. Mo. Case No. 12-43590) on April 16, 2012,
listing under $50,000 in assets and up to $50 million in debts.

Roberts Hotels Tampa LLC, which owns the Comfort Inn hotel at 820
East Busch Blvd. in Tampa, filed for Chapter 11 Bankr. E.D. Mo.
Case No. 12-44391) on May 7, estimating assets between $1 million
and $10 million and debts between $10 million and $50 million.

A. Thomas DeWoskin, Esq., at Danna McKitrick, PC, serves as the
Debtors' counsel.  The petitions were signed by Mike Kirtley,
chief operating officer.

On Dec. 15, 2011, Roberts Hotels Jackson LLC, which owns Roberts
Walthall Hotel, filed for Chapter 11 protection (Bankr. S.D. Miss.
Case No. 11-04341), estimating both assets and debts of between
$1 million and $10 million.  John D. Moore, P.A., represents the
Debtor.

The cases are jointly administered.


ROSA'S MANAGEMENT: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Rosa's Management Company, L.L.C.
        aka Rancho De Tia Rosa
        3129 E. McKellips Road
        Mesa, AZ 85213

Bankruptcy Case No.: 12-21862

Chapter 11 Petition Date: October 3, 2012

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

Judge: Sarah Sharer Curley

Debtor's Counsel: Clint W. Smith, Esq.
                  CLINT W. SMITH PC
                  1423 S. Higley Road, Suite 120
                  Mesa, AZ 85206
                  Tel: (480) 807-9300
                  Fax: (480) 275-5626
                  E-mail: cws@cwspclaw.com

Scheduled Assets: $486,483

Scheduled Liabilities: $1,283,573

A copy of the Company's list of its 18 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/azb12-21862.pdf

The petition was signed by Dennis Sirrine, managing member.


ROSETTA GENOMICS: Annual General Meeting Adjourned Until Oct. 12
----------------------------------------------------------------
Rosetta Genomics, Ltd., convened its previously announced Annual
General Meeting of Shareholders on Oct. 5, 2012.  However, the
quorum of two or more shareholders required to conduct the Annual
Meeting was not present.

Accordingly, pursuant to Rosetta's articles of association, the
Annual Meeting has been adjourned to Oct. 12, 2012.  The adjourned
Annual Meeting will be held at Rosetta's offices at 10 Plaut St.,
Rehovot, Israel at 16:00 (Israel Standard Time).  At the adjourned
Annual Meeting, any two shareholders present in person or by proxy
will constitute a quorum.

                          About Rosetta

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

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

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

The Company's balance sheet at June 30, 2012, showed $7.67 million
in total assets, $3.95 million in total liabilities and $3.71
million in total shareholders' equity.

                         Bankruptcy Warning

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


RTW PROPERTIES: Wants 60-Day Plan Exclusivity Extension
-------------------------------------------------------
RTW Properties, L.P. is seeking a 60-day extension of its
exclusive period to file a chapter 11 plan from Oct. 16, 2012; and
60 days additional in its solicitation period.

According to the Debtor, it is evaluating certain claims in the
case, including the claim of Internal Revenue Service.  The Debtor
expects to file an objection to the claim shortly.  Further, the
Debtor is in discussions with a potential purchaser of the
Debtor's assets and additional time is needed to further develop
the potential sale.

                      About RTW Properties

Schertz, Texas-based RTW Properties, LP, filed a Chapter 11
petition (Bankr. S.D. Tex. Case No. 12-20319) in Corpus Christi on
June 18, 2012.

RTW Properties owns a petroleum-storage facility in the Port of
Brownville, Texas.  The facility includes tanks with storage
capacity of 230,000 barrels.  The Debtor also owns a tract of land
in Schertz, Texas.

The Debtor sought bankruptcy protection to deal with a $22 million
federal income tax lien.

Langley & Banack, Inc., serves as the Debtor's bankruptcy counsel.
William O. Grimsinger and Chamberlain Hrdlicka serve as special
counsel to prosecute an adversary complaint in connection with the
tax lien.

William R. Mallory, member manager of Royal Holding, LLC, the
general partner of the Debtor, explains in a court filing that
before the petition date, the Internal Revenue Service asserted a
federal tax lien in the amount of $22 million on account of unpaid
excise taxes dating back to years as early as 2003.  For years
prior to the petition date, the Debtor has attempted to resolve
the IRS tax lien to no avail.  The Debtor believes that the
Federal tax lien claimed by the IRS is overstated.

The Debtor intends to resolve the tax lien through an adversary
proceeding.


SCC KYLE: Can Employ Hohman Taube as Bankruptcy Counsel
-------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas
authorized SCC Kyle Partners, Ltd., to employ Eric J. Taube, Esq.,
and Hohmann, Taube & Summers, LLP, as counsel for the Debtor.

Austin, Tex.-based SCC Kyle Partners, Ltd., filed for Chapter 11
(Bankr. W.D. Tex. Case No. 12-11978) on Aug. 31, 2012.  Judge H.
Christopher Mott presides over the case.  Eric J. Taube, Esq., at
Hohmann, Taube & Summers, LLC, in Austin, Tex., represents the
Debtor as counsel.  In its petition, the Debtor disclosed assets
of between $10,000,000 and $50,000,000, and debts of $10,000,000
and $50,000,000.  The petition was signed by Scott A. Deskins,
president of SCC Kyle Partners, GP, LLC, general partner.


SCC KYLE: Files Schedules of Assets and Liabilities
---------------------------------------------------
SCC Kyle Partners, Ltd., filed with the U.S. Bankruptcy Court for
the Western District of Texas its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $18,400,000
  B. Personal Property              $116,094
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $13,793,058
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $458,935
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $506,464
                                 -----------      -----------
        TOTAL                    $18,516,094      $14,758,457

A copy of the Schedules is available at:

http://bankrupt.com/misc/scckyle.SAL.doc8.pdf

Austin, Tex.-based SCC Kyle Partners, Ltd., filed for Chapter 11
(Bankr. W.D. Tex. Case No. 12-11978) on Aug. 31, 2012.  Judge H.
Christopher Mott presides over the case.  Eric J. Taube, Esq., at
Hohmann, Taube & Summers, LLC, in Austin, Tex., represents the
Debtor as counsel.  In its petition, the Debtor disclosed assets
of between $10,000,000 and $50,000,000, and debts of $10,000,000
and $50,000,000.  The petition was signed by Scott A. Deskins,
president of SCC Kyle Partners, GP, LLC, general partner.




SECUREALERT INC: Sapinda Holding Discloses 2.9% Equity Stake
------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Sapinda Holding B.V. and Herm Holding B.V. disclosed
that, as of March 30, 2012, they beneficially own 18,590,356
shares of common stock of SecureAlert, Inc., representing 2.9% of
the shares outstanding based on the 618,509,470 Common Shares
stated to be outstanding as of June 30, 2012, by the Company in
the Company's Form 10-Q filed with the Securities and Exchange
Commission on Aug. 14, 2012, and adjusting for conversion.  A copy
of the filing is available at http://is.gd/Kzt0Jf

                       About SecureAlert Inc.

Sandy, Utah-based SecureAlert, Inc. (OTC BB: SCRA)
-- http://www.securealert.com/-- is an international provider of
electronic monitoring systems, case management and services widely
utilized by more than 650 law enforcement agencies worldwide.

In the auditors' report accompanying the consolidated financial
statements for the fiscal year ended Sept. 30, 2011, the Company's
independent auditors expressed substantial doubt about the
Company's ability to continue as a going concern.  Hansen, Barnett
& Maxwell, P.C., in Salt Lake City, Utah, noted that the Company
has incurred losses, negative cash flows from operating activities
and has an accumulated deficit.

The Company's balance sheet at June 30, 2012, showed $22.73
million in total assets, $9.51 million in total liabilities and
$13.21 million in total equity.


SHOPPES OF LAKESIDE: Inks Stipulation to Revoke Confirmation Order
------------------------------------------------------------------
Shoppes of Lakeside, Inc., and creditor CenterState Bank of
Florida, N.A., entered into a stipulation resolving motion to
clarify order, or alternatively, to set aside order, and to revoke
order confirming the Debtor's Amended Plan of Reorganization.

On Aug. 7, CenterState Bank, as assignee of Federal Deposit
Insurance Corporation, as receiver for First Guaranty Bank and
Trust Company of Jacksonville, requested for an order clarifying
confirmation of the Amended Plan.  Alternatively, CenterState
moved the Court to revoke the confirmation order in its entirety.
CenterState sought for clarification that the 1129(b) order and
the Amended Plan did not discharge the entire debt under the
Mayport Note, Atlantis Guaranty, and Atlantis Mortgage as
CenterState was not mentioned in the Amended Plan and the extent
of CenterState's secured claim was never adjudicated in the
instant matter.

The stipulation provides that the Amended Plan dated Dec. 31,
2011, and the confirmation order dated May 29, 2012, did not
determine the value of CenterState's collateral and does not
prohibit CenterState from pursuing deficiency claims against
guarantors of the underlying debt including, without limitation,
The Atlantis of Jacksonville Beach, Inc., Surface Technologies
Corporation, Chris Hionides, and Nadia Hionides.

A copy of the confirmation order is available for free at
http://bankrupt.com/misc/SHOPPESOFLAKESIDE_plan_order.pdf

                     About Shoppes of Lakeside

Neptune Beach, Florida-based Shoppes of Lakeside, Inc., holds
title to and generates income from residential and commercial
buildings and unimproved land in Duval County.  The Debtor owns 45
commercial properties and 10 residential properties.  The Debtor
filed for Chapter 11 bankruptcy protection on June 15, 2010
(Bankr. M.D. Fla. Case No. 10-05199).  Taylor J. King, Esq., at
the Law Offices of Mickler & Mickler, in Jacksonville, Fla.,
represents the Debtor as counsel.  The Debtor disclosed
$39.9 million in assets and $37.7 million in liabilities.

Pursuant to the Plan terms, general unsecured claims will be paid
100% distribution, together with 5% interest, over 84 months.
With respect to the one shareholder who owns 100% equity interest
in the Debtor, no distribution will be made until all prior
classes are paid in full.


SNL FINANCIAL: Moody's Affirms 'B2' CFR; Rates New Facility 'B2'
----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to SNL Financial
LC's (SNL) proposed $290 million senior secured credit facility,
and affirmed the company's B2 Corporate Family Rating (CFR) and B3
Probability of Default Rating (PDR). SNL intends to utilize the
proceeds from the proposed credit facility to refinance existing
indebtedness, fund a $50 million distribution to its equity
holders, and for general corporate purposes including transaction
fees and expenses. The rating outlook is stable.

Assignments:

Issuer: SNL Financial LC

  Senior Secured Bank Credit Facility ($30 million Revolver),
  Assigned a B2, LGD3 - 34%

  Senior Secured Bank Credit Facility ($260 million Term Loan),
  Assigned a B2, LGD3 - 34%

Moody's views the distribution as an aggressive use of debt and
leverage shortly after the August 2011 leveraged buyout of a
majority of the company by New Mountain Capital LLC (NMC). This
distribution is also on top of a series of smaller debt-financed
acquisitions completed and signed since the LBO as well as SNL's
sizable investments to roll out its EFIG European bank service and
other geographic expansion initiatives. The proposed $260 million
term loan is roughly 50% higher than the amount of debt utilized
in the August 2011 LBO.

Moody's is nevertheless affirming SNL's B2 CFR due to the
company's rapid projected growth and ability to reduce leverage
meaningfully over the next 12-24 months. SNL's debt-to-EBITDA
leverage (on a GAAP basis incorporating Moody's standard
adjustments and new market expansion start-up costs as a reduction
to EBITDA) will increase to a mid 7x range from 5.6x (LTM 6/30/12)
as a result of the proposed transactions. Moody's anticipates
SNL's leverage will decline below 6x by mid 2014 assuming no
meaningful additional shareholder distributions (aside from tax-
related distributions).

Moody's views the geographic expansion efforts as positive long-
term growth investments, although the up-front cost of the
initiatives is increasing leverage. Leverage should decline as SNL
ramps up sales in targeted geographic regions and integrates
recent acquisitions. The sizable reduction in the interest rate
spread on the proposed facility relative to the existing revolver
and term loan will keep cash interest expense in a similar range
as present and helps to mitigate the effect on cash flow from the
increase in debt. Terming out revolver drawings SNL utilized to
fund acquisitions subsequent to the LBO and adjusting the
covenants will improve the company's liquidity position.
Refinancing risk in 2018 increases due to the much larger term
loan.

Rating Rationale

SNL's B2 CFR reflects its small scale in the financial data and
analytics industry, good track record of growth in its largely
subscription-based revenues, high leverage, and event risks
related to partial ownership by a private equity sponsor. Moody's
expects moderately-sized acquisitions, reinvestment and expansion
into new regions will sustain SNL's high revenue growth over the
next two years (15-20% over the next 12 months and a high single
digit range thereafter) despite challenges among certain customer
segments. SNL's high leverage weakly positions the company within
the B2 CFR, but is projected to decline through solid growth and
modest debt reduction to a range that is in line with expectations
for the CFR by mid 2014. Leverage would be lower absent the
investments for geographic expansion, which are a near-term drag
on earnings but should increase scale, access to higher growth
markets, and geographic diversity. There will be limited to no
capacity for additional debt-financed acquisitions and shareholder
distributions within the B2 CFR until leverage declines. SNL
reduced leverage rapidly from over 7x in the year subsequent to
the LBO despite a series of bolt-on acquisitions, although credit
metrics are subject to volatility given the company's small scale
and event risks related to acquisitions and shareholder
distributions under partial private equity ownership.

The B2 rating on the credit facility (consisting of a $30 million
five-year revolver and $260 million six-year term loan) reflects
the senior secured collateral position and guarantees from all
material domestic subsidiaries. The credit facility is the sole
class of debt and is therefore rated at the same level as the CFR.
Moody's will withdraw the B2 ratings on the existing revolver and
term loan if the proposed refinancing closes.

SNL has a good liquidity position over the next 12-18 months with
sufficient internal resources to meet the 1% required term loan
amortization. Moody's expects the covenants to be set with a
considerable EBITDA cushion and to provide flexibility to absorb
acquisition integration and geographic expansion costs, although
this is subject to a review of final documentation. SNL's cash
balance ($7 million anticipated upon completion of the proposed
transactions) and roughly $15 million of projected annual free
cash flow provide good coverage of the $2.6 million required
annual term loan amortization. An undrawn $30 million revolver
(assuming all existing drawdowns are termed out in conjunction
with the proposed transactions) provides additional liquidity
support. The maximum total debt-to-EBITDA leverage maintenance
covenant would apply only if the revolver is drawn more than 15
days during a quarter. Moody's does not expect SNL will be reliant
on the revolver over the next 12-18 months unless there are
additional acquisitions.

The stable rating outlook reflects Moody's view that the U.S. and
global economies will continue to grow modestly and SNL will
continue to grow revenue and earnings such that debt-to-EBITDA
declines rapidly to a level below 6x by mid 2014. Moody's expects
SNL to generate good free cash flow and maintain a good liquidity
position. Moody's does not expect significant near term
acquisitions or cash distributions to shareholders (except for
pass through tax distributions), although event risk over the
intermediate term is elevated under private equity ownership.

An upgrade is unlikely at this time given the company's small
scale and high leverage. However, meaningful revenue expansion
that leads to consistent and growing free cash flow generation,
and a sustained reduction in debt-to-EBITDA leverage to a level
comfortably below 5x could position the company for an upgrade.
SNL would also need to maintain a good liquidity position to be
considered for an upgrade.

A downgrade could occur if SNL's debt-to-EBITDA leverage is not
reduced and sustained below 6.0x or if free cash flow were to
weaken. SNL could also be downgraded if its market share erodes,
if it were to lose clients, if liquidity weakened, or if the
company engages in leveraging acquisitions or shareholder
distributions.

The principal methodology used in rating SNL was the Global
Business & Consumer Service Industry Methodology published in
October 2010. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

SNL, headquartered in Charlottesville, VA, is a provider of news,
financial data and analysis on four business sectors: Financial
Services, Real Estate, Energy and Media & Communications. NMC
acquired a majority interest in SNL in August 2011. Revenue for
the 12 months ended June 2012 was approximately $150 million.


SOUTHERN MONTANA: Chapter 11 Trustee Can Incur Credit Card Debt
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Montana authorized
Chapter 11 trustee Lee Allen Freeman to (i) obtain a credit card
from First Interstate Bank, with a maximum limit of $10,000; (ii)
provide a first priority $10,000 cash deposit with First
Interstate Bank to secure charges on the credit card; and (iii)
take such acts as may be necessary to otherwise consummate this
transaction.

                  About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
and Transmission Cooperative, Inc., was formed to serve five
other electric cooperatives.  The city of Great Falls later joined
as the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Malcolm H. Goodrich, Esq., at Goodrich Law Firm, P.C., in
Billings, Montana, serves as the Debtor's counsel.

After filing for reorganization in October, the co-op agreed to a
request for appointment of a Chapter 11 trustee.  Lee A. Freeman
was appointed as the Chapter 11 trustee in December 2011.  He is
represented by Joseph V. Womack, Esq., at Waller & Womack, and
John Cardinal Parks, Esq., Bart B. Burnett, Esq., Robert M.
Horowitz, Esq., and Kevin S. Neiman, Esq., at Horowitz & Burnett,
P.C.


SPECTRE PERFORMANCE: K&N Engineering Approved to Prosecute Claim
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
lifted the stay imposed by the Section 362 of the Bankruptcy Code
in the Chapter 11 case of Spectre Performance, and ordered that
parties may proceed with the litigation matters in both the
District Court and any appropriate court of appeals.

The also ordered that K&N Engineering, Inc., may proceed with its
motions to (i) retax costs; and request the District Court to
enter an amended judgment including the attorneys' fee and
enhanced damages awarded to K&N in the fee order.

As reported in the Troubled Company Reporter on Sept. 6, 2012, the
Court authorized the Debtor to employ Greines, Martin, Stein &
Richland LLP as its special counsel to assist in prosecuting the
appeal of the K&N Judgment.

The K&N Action involves K&N Engineering, Inc.'s claims for false
advertising and unfair competition against the Debtor.  The jury
awarded K&N more than $7.3 million, on six different claims
brought against the Debtor related to alleged false advertising in
connection with the marketing and sale of its performance
automotive air filters and air intake systems.  The jury also
returned a defense verdict in favor of K&N on the Debtor's
counterclaims against K&N for false advertising.  A Final Judgment
and Permanent Injunction after jury verdict was entered by the
District Court on Dec. 8, 2011, in the amount of $7,337,196.

The K&N Judgment stated that the District Court would file an
amended judgment if it were to award enhanced damages to K&N.
On Dec. 20, 2011, K&N filed a motion for statutory enhancement of
the K&N Judgment seeking to double the amount of judgment and for
approximately $1.6 million in attorneys' fees and costs.  The
District Court awarded K&N an enhancement payment of $750,159 and
attorneys' fees of $1,352,730 in its minute order granting motion
for attorneys' fees, in part filed May 1, 2012.

                     About Spectre Performance

Spectre Performance, formerly known as Spectre Industries, filed a
Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-21890) in
Riverside, California, on May 14, 2012.  The Company incurred
significant legal costs in defending against lawsuits alleging
false advertising in connection with the marketing and sale of the
Company's performance automotive air filters and air intake
systems.

Ontario, California-based Spectre disclosed $10.2 million in
assets and $17.7 million in liabilities.  Secured claims total
$3.7 million.

Amir Rosenbaum founded the company in 1983 by selling hose
covering NylaBraid.  Now the company is a manufacturer of
performance racing autoparts.  Spectre Performance --
http://www.spectreperformance.com/-- makes air and fuel
accessories, including cold air intake systems to pack cool
air to the engine, fuel lines and hoses for plumbing the
engine, and chrome hardware and valve covers for dressing
the bay.

Judge Mark D. Houle presides over the case.  The petition was
signed by Amir Rosenbaum, president.

According to court filings, the Debtor expects that funds will be
available for distribution to unsecured creditors.

Prepetition lender Comerica Bank is represented in the case by
Reed Waddell, Esq., at Frandzel, Robins, Bloom & Csato LLC.

The U.S. Trustee for Region 16 appointed three persons to serve on
the Official Committee of Unsecured Creditors in the Debtor's
bankruptcy case.


STILLWATER ASSET BACKED: Creditors Seek Chapter 11 Trustee
----------------------------------------------------------
Creditors that have sought to place Stillwater Asset Backed
Offshore Fund Ltd. in bankruptcy filed papers in U.S. Bankruptcy
Court in Manhattan asking the Court to appoint a Chapter 11
trustee for the offshore investment fund.

The petitioning creditors argued that a disinterested fiduciary
should take control over and preserve the Offshore Fund's assets,
investigate the affairs of multiple layers of insiders and
affiliates that have participated in a scheme to defraud, prevent
complete dissipation of the assets, and recover hundreds of
millions of dollars of the Debtor's assets.

The petitioning creditors contended that the Offshore Fund and its
manager, Stillwater Capital Partners, Inc., through "stall
tactics, outright lies, undisclosed insider deals and layers of
fraudulent transfers," have engaged in an elaborate shell game,
diverting millions of dollars in assets to affiliates and related
entities, while management retained control and profited from such
transfers.

According to the creditors, Stillwater Capital, less than one
month after attempting to force a non-compliant distribution in
kind payment upon the creditors over their objection, ,
transferred the Debtor's assets in exchange for virtually
worthless stock to an affiliated company, Gerova Financial Group
Ltd.  According to the Debtor's financial statements, the assets,
which are illiquid, consisted of:

     * Loan participations in commercial real estate backed loans,
       valued at $59.5 million;

     * Loan participations in real estate owned investments in
       Stillwater Funding LLC valued at $100 million;

     * Loan participations in corporate loans valued at
       $3.7 million;

     * Loan participations in corporate collateral owned loans
       valued at $2.3 million; and

     * Loan participation in insurance premium financing valued
       at $70 million.

The assets represent investments in:

     * commercial and residential real estate backed loans and
       directly owned residential real estate as result of
       foreclosure proceedings on defaulted loans;
     * loans to law firms through Stillwater Funding LLC;
     * premium financial (life insurance) backed loans consisting
       of lending agreements with premium financing companies;
     * corporate loans; and
     * personal loans

The creditors said the so-called "purchase price" for all of In
Kind Assets was roughly $540.0 million.

In connection with the Gerova Transfer, the creditors said the
Asset Manager signed a three-year renewable management agreement
with Gerova to manage those same assets acquired from the Debtor,
including the In Kind Assets.  The Asset Manager negotiated for
itself to receive a hefty management fee for completing the Gerova
Transfer and a cash management fee of 2% per future transaction.

Gerova is currently a debtor in a chapter 15 proceeding pending
before the Manhattan bankruptcy court.

The creditors said independent auditors have called into question
the valuation of the Debtor's assets transferred to Gerova, and
the Debtor's independent directors resigned after raising serious
issues with the same valuation.  According to the creditors, at
the time of and after the Gerova transfers, the Debtor was
insolvent or rendered insolvent.  Thereafter, certain of the
Debtor's assets were further transferred to yet another related
entity, Net Five Holdings, LL/Planet Five -- a Florida limited
liability company, with similar members as Gerova -- and may have
been gifted to insiders, to further perpetrate the scheme to
defraud the claims of the Debtor's creditors.

The creditors noted that, according to Gerova's liquidators, it is
unclear whether Gerova still holds the Debtor's assets, as the
liquidators' efforts to obtain Gerova's books and records
concerning Gerova's assets apparently have been stymied -- one
reason necessitating Gerova's chapter 15 filing.  The creditors
also noted that substantially contemporaneous with the Debtor's
transfer of its assets to Gerova, a director of the Debtor's Asset
Manager was elected to sit on Gerova's board and benefitted
substantially from the transfer of the Debtor's assets to Gerova.

The petitioning creditors are Eden Rock Finance Master Limited,
f/k/a Fortis Prime Fund Solutions Custodial Services (Ire) Ltd re
KBC ac G1 (ERFF); Eden Rock Unleveraged Finance Master Limited
f/k/a Fortis (Isle of Man) Nominees Limited (re ERUFML); ARP
Structural Alpha Fund, f/k/a Fortis (Isle of Man) Nominees Limited
a/c 80 000 323; and ARP Private Finance Fund, f/k/a Fortis (Isle
of Man) Nominees Limited a/c 80 000 357.

The creditors held direct and indirect investment interests in the
Debtor.  Between 2005 and 2009, the creditors made a series of
investments in the Debtor.  The Eden Rock Entities invested more
than $24 million, and the Absolute Entities more than $9 million.

The creditors began redeeming their investments in 2008, and, at
the time of the last redemption, the Debtor admittedly owed over
$35 million to the creditors.  For over a year thereafter, the
Asset Manager on behalf of the Debtor deliberately engaged in
dilatory tactics, promising to pay the creditors in cash from late
2008, but never paying, and then refusing to wind down the Debtor
fund to pay the creditors.  Rather than suspending redemptions or
taking steps to unwind its funds, the Asset Manager also continued
to accept other investors' redemptions while the Creditors
remained unpaid.

The Court will hold a hearing on the request on Friday, Oct. 12,
2012, at 2:00 p.m.

Investment funds allegedly owed roughly $35.8 million, filed an
involuntary Chapter 11 petition against Brooklyn-based
Stillwater Asset Backed Offshore Fund Ltd. (Bankr. S.D.N.Y. Case
No. 12-14140) on Oct. 3, 2012.  Bankruptcy Judge Allan L. Gropper
oversees the case.  The petitioning creditors are represented by:

          Douglas E. Spelfogel, Esq.
          Richard Bernard, Esq.
          Mark Wolfson, Esq.
          Katherine R. Catanese, Esq.
          FOLEY & LARDNER LLP
          90 Park Avenue
          New York, NY 10016-1314
          Telephone: 212-682-7474
          Facsimile: 212-687-2329
          E-mail: dspelfogel@foley.com
                  rbernard@foley.com
                  mwolfson@foley.com
                  kcatanese@foley.com

An affiliated entity, Gerova Financial Group, Ltd., a Bermuda-
based financial-services company, is the subject of Chapter 15
bankruptcy proceedings (Bankr. S.D.N.Y. Case No. 12-13641)
commenced on Aug. 24, 2012.

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

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

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

Judge Gropper also oversees the Gerova Chapter 15 case.  Peter A.
Ivanick, Esq., and lawyers at Hogan Lovells US LLP represent the
Liquidators as counsel.


TARGETED MEDICAL: Ronald Rudolf Resigns as EVP of Finance, CFO
--------------------------------------------------------------
Ronald W. Rudolph resigned as Executive Vice President of Finance
and Chief Financial Officer of Targeted Medical Pharma, Inc., to
pursue other opportunities.  Mr. Rudolph will continue to provide
assistance in the completion of the quarterly report on Form 10-Q
relating to the Company's third fiscal quarter ended Sept. 30,
2012.

                       About Targeted Medical

Los Angeles, Calif.-based Targeted Medical Pharma, Inc., is a
specialty pharmaceutical company that develops and commercializes
nutrient- and pharmaceutical-based therapeutic systems.

The Company's balance sheet at June 30, 2012, showed $11.2 million
in total assets, $12.7 million in total liabilities, and a
stockholders' deficit of $1.5 million.

As reported in the TCR on July 19, 2012, EFP Rotenberg, LLP, in
Rochester, New York, expressed substantial doubt about Targeted
Medical's ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 31, 2011.  The
independent auditors noted that the Company has losses for the
year ended Dec. 31, 2011, totaling $4,177,050 as well as
accumulated deficit amounting to $4,098,612.  "Further the Company
appears to have inadequate cash and cash equivalents of $147,364
as of Dec. 31, 2011, to cover projected operating costs for the
next 12 months.  As a result, the Company is dependent upon
further financing, development of revenue streams with shorter
collection times and accelerating collections on our physician
managed and hybrid revenue streams."


TAYLOR BEAN: Ocala Headquarters to Be Auctioned Off This Month
--------------------------------------------------------------
Fred Hiers, staff writer at the Ocala Star Banner, reports that
Taylor, Bean & Whitaker Mortgage Corp.'s corporate headquarters in
Ocala, Florida, stands for auction later this month.  The report
says the building has sat vacant for 2-1/2 years, ever since
federal agents raided it and the Taylor Bean business toppled.

Ther report says Sperry Van Ness is overseeing the auction, with
Bartow McDonald serving as broker.  Bidding will begin at $5.9
million.  Mr. McDonald said there is no reserve beyond that
amount.

According to the report, Taylor Bean majority owner, Lee Farkas,
who is now sitting behind bars in the same medium-security
facility in North Carolina that holds Bernard Madoff, built the
$21 million, 74,000-square-foot building in 2008, sold it to a New
York investor, and then leased it back.  The headquarters includes
a full-scale theater, executive dining room, terrace, bank vault
and bank.

                         About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.  In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities.  It also managed a combined mortgage
servicing portfolio of approximately $80 billion.  The company
employed more that 2,000 people in offices located throughout the
United States.

Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 09-07047) on Aug. 24, 2009.  Taylor Bean filed the Chapter 11
petition three weeks after federal investigators searched its
offices.  The day following the search, the Federal Housing
Administration, Ginnie Mae and Freddie Mac prohibited the company
from issuing new mortgages and terminated servicing rights.
Taylor Bean estimated more than $1 billion in both assets and
liabilities in its bankruptcy petition

Lee Farkas, the former chairman, was sentenced in June to 30 years
in federal prison after being convicted on 14 counts of conspiracy
and bank, wire and securities fraud in what prosecutors said was a
$3 billion scheme involving fake mortgage assets.

Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at
Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq.,
and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Fla., represent the Debtors.  Paul Steven
Singerman, Esq., and Arthur J. Spector, Esq., at Berger Singerman
PA, in Miami, Fla., represent the Committee.  BMC Group, Inc.,
serves as the claims and noticing agent.

Unsecured creditors were expected to receive 3.3% to 4.4% under a
Chapter 11 plan approved in July 2011.


TENET HEALTHCARE: S&P Reinstates 'B+' Rating on $1BB Secured Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services corrected an error by
reinstating its 'B+' issue-level rating and '2' recovery rating on
Tenet Healthcare Corp.'s $1 billion 8.875% senior secured notes
due 2019. The ratings were withdrawn due to an administrative
error.


TOYS 'R' US: Moody's Says Initiatives Credit Positive
-----------------------------------------------------
In a comment published on Oct. 9, 2012, Moody's Investors Service
stated that initiatives recently announced by Toys "R" Us, Inc.,
had positive implications for the credit if properly executed.
Some of these new initiatives include enhanced layaway, a "hot"
toy reservation program, a price match program, a new tablet, and
most recently, the roll out of Toys "R" Us Movies. "Toys "R" Us
has been steadily announcing new initiatives over the past several
weeks which we believe will enhance the company's competitive
prospects and result in improved performance for Holiday 2012. We
believe this could stem two seasons (2010 and 2011) of sub-par
performance," stated Moody's Senior Analyst Charlie O'Shea. "As a
result, we feel that these initiatives, assuming they are properly
executed, should be positive for the company's credit profile".

The principal rating methodology utilized for Toys "R" Us was the
Global Retail Rating Methodology published in June 2011. This
methodology is available on Moodys.com under the Rating
Methodologies tab.

As reported by the Troubled Company Reporter on July 30, 2012,
Moody's Investors Service assigned a B3 (LGD6, 94%) rating to the
new proposed $350 Million senior unsecured notes to be issued by
Toys "R" Us, Inc., and affirmed all existing ratings, including
the B1 corporate family rating and the SGL-3 speculative grade
liquidity rating. The outlook is negative.

Ratings Assigned:

Toys "R" Us, Inc.

  Proposed $350 million senior unsecured notes due 2017 at B3
  (LGD6, 94%)

Ratings affirmed and LGD point estimates adjusted include:

Toys "R" Us, Inc.

  Corporate Family Rating at B1

  Probability of Default Rating at B1

  Senior unsecured notes due 2013 and 2018 at B3 (LGD6, 94%) from
  B3 (LGD6, 95%)

  Speculative Grade Liquidity rating at SGL-3

Toys "R" Us, Inc., headquartered in Wayne, New Jersey, is the
world's largest dedicated toy retailer, with annual revenues of
around $11 billion.


TRAINOR GLASS: Hearing on Plan Deadline Moved to Jan. 16
--------------------------------------------------------
The U.S. Bankruptcy court for the Northern District of Illinois,
according to Trainor Glass Company's case docket, continued until
Jan. 16, 2013, at 10:30 a.m., the hearing to consider the Debtor's
request for extension of the deadline to file a chapter 11 plan
and disclosure statement.

As reported in the TCR on Sept. 18, 2012, the Debtor has been
liquidating its assets with the authorization of the Court.
Substantially all of the Debtor's physical assets have now been
liquidated.

The Debtor has been working closely with the Official Committee of
Unsecured Creditors and its secured lender, First Midwest Bank, to
discuss the structure of a plan.

                        About Trainor Glass

Trainor Glass Company, doing business as Trainor Modular Walls,
Trainor Solar, and Trainor Florida, filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012.
Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a
residential glass business in Chicago, Illinois.  Trainor's
business model was focused on quality fabrication, design,
engineering, and installation of glass products and framing
systems in virtually every architectural application, including
(a) new construction, (b) green-building solutions, (c) building
rehabilitation, (d) storefronts and entrances, (e) tenant
interiors, and (f) custom-specialty work.

The Hon. Carol A. Doyle oversees the Chapter 11 case.  David A.
Golin, Esq., Michael L. Gesas, Esq., and Kevin H. Morse, Esq., at
Arnstein & Lehr LLP, serve as the Debtor's counsel.  High Ridge
Partners, Inc., serves as its financial consultant.

The Debtor scheduled $14,276,745 in assets and $64,840,672 in
liabilities.

A three-member official committee of unsecured creditors has been
appointed in the case.  The committee retained Sugar Felsenthal
Grais & Hammer LLP as counsel.


TRAINOR GLASS: Has Access to Cash Until January
-----------------------------------------------
Trainor Glass Company is seeking approval to use cash collateral
of, incur postpetition debt from, and grant adequate protection
to, First Midwest Bank.

The Court's prior cash collateral order authorized the Debtor to
use cash collateral only until Oct. 5, 2012, unless the lender
agrees to an extension.

The Debtor says it has reached an agreement with First Midwest to
extend the termination date of the DIP financing and cash
collateral use to Jan. 11, 2013.

                        About Trainor Glass

Trainor Glass Company, doing business as Trainor Modular Walls,
Trainor Solar, and Trainor Florida, filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012.
Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a
residential glass business in Chicago, Illinois.  Trainor's
business model was focused on quality fabrication, design,
engineering, and installation of glass products and framing
systems in virtually every architectural application, including
(a) new construction, (b) green-building solutions, (c) building
rehabilitation, (d) storefronts and entrances, (e) tenant
interiors, and (f) custom-specialty work.

The Hon. Carol A. Doyle oversees the Chapter 11 case.  David A.
Golin, Esq., Michael L. Gesas, Esq., and Kevin H. Morse, Esq., at
Arnstein & Lehr LLP, serve as the Debtor's counsel.  High Ridge
Partners, Inc., serves as its financial consultant.

The Debtor scheduled $14,276,745 in assets and $64,840,672 in
liabilities.

A three-member official committee of unsecured creditors has been
appointed in the case.  The committee retained Sugar Felsenthal
Grais & Hammer LLP as counsel.


TRANSDIGM INC: S&P Affirms 'B+' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
TransDigm Inc., including the 'B+' corporate credit rating. The
outlook is stable. "We also affirmed our 'BB-' issue-level rating
on the existing senior secured credit facility. The recovery
rating of '2' remains unchanged on the credit facility. A '2'
recovery rating indicates our expectation of substantial (70%-90%)
recovery in the event of payment default. At the same time, we
assigned a 'B-' issue rating and a '6' recovery rating to the
proposed $500 million subordinated notes. The '6' recovery rating
indicates our expectation for negligible (0%-10%) recovery. We
also assigned a 'BB-' issue rating and '2' recovery rating to a
$150 million term loan B-2," S&P said.

"On Oct. 3, 2012, TransDigm announced plans to pay a dividend of
at least $650 million and up to $850 million by Dec. 31, 2012,
funded with new debt. The additional debt will result in a
moderate deterioration in credit ratios, but they will remain
within our expectations for the rating," said Standard & Poor's
credit analyst Christopher Denicolo. "Pro forma debt to EBITDA
will increase to about 5.8x-6x (depending on the size of the
dividend) from 5x for the past 12 months ended June 30, 2012, but
these figures include only roughly four months of earnings
contributions from AmSafe Global Holdings Inc. (not rated), which
TransDigm acquired in February 2012. After adjusting for a full
years' worth of earnings contributions from AmSafe, debt to EBITDA
will be about 5.2x."

"TransDigm generates EBITDA margins of about 45%, which enables
the company to de-lever quickly after acquisitions or dividends
through earnings and free cash flow. We expect earnings growth to
enable debt to EBITDA to improve to 4.5x-5x over the next 12-18
months as a result of strong commercial aerospace demand. We also
believe the company will continue to take shareholder-friendly
actions and make acquisitions in the future. This is already
factored into our 'highly leveraged' financial risk profile
assessment. This combination of excellent profitability and a very
aggressive financial policy results in a wider-than-average-range
of credit metrics that we consider appropriate for the rating,"
S&P said.

"We view TransDigm's business risk profile as 'fair' stemming from
its participation in the cyclical and competitive commercial
aerospace industry. Its efficient operations, very high profit
margins, well-established positions in niche markets for highly
engineered aircraft components, and good product diversity
partially offset this," S&P said.

"The outlook on the rating is stable. We expect improving
commercial aerospace conditions, combined with earnings from
acquisitions, to restore credit metrics to levels more appropriate
for the rating over the next 12 to 18 months, including debt to
EBITDA improving to below 5x. We could lower the ratings if total
debt to EBITDA rises above 6x for a sustained period because of
increased debt to fund acquisitions or shareholder rewards, or,
less likely, a deterioration in the commercial aftermarket. We do
not anticipate raising the ratings over the next year unless
management commits to a more conservative financial policy and
debt to EBITDA remains less than 4x," S&P said.


US FUNDTECH: Refinancing No Impact on Moody's 'B2' CFR
------------------------------------------------------
Moody's Investors Service said US FT Holdco's ("Fundtech") B2
corporate family rating (CFR) and B1 Senior Secured Bank Credit
Facility rating are unaffected by the announced refinancing of its
$199 million term loan due 2016 with a term loan that is identical
except for the lower interest rate.

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

Fundtech, based in Jersey City, New Jersey, is a provider of
transaction banking (money transfer, wire service, payment
processing and payment solutions) for financial institutions and
corporations. Fundtech is owned by the private equity firm, GTCR.


VANN'S INC: GE Commercial OK'd to Conduct Appraisal of Collateral
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Montana authorized
GE Commercial Distribution Finance Corporation, a creditor and
party-in-interest in the Chapter 11 case of Vann's, Inc., to
conduct an inventory and appraisal of its collateral.

CDF has first priority security interest in a number of brands of
Debtor's inventory under the Intercreditor Agreement, subject to
the priming lien in favor of First Interestate under the Interim
DIP Order.

GE Commercial, in its motion, stated that prepetition, the Debtor
defaulted under the Security Documents by failing to make payments
as due.

                        About Vann's Inc.

Vann's Inc. -- http://www.vanns.com/-- a retailer of appliances
and consumer electronics with five stores in Montana, filed for
Chapter 11 protection (Bankr. D. Mont. Case No. 12-61281) in
Butte, Montana, on Aug. 5, 2012.  The Debtor also owns outdoor
clothing and sports products at http://www.bigskycountry.com/
Vann's is owned by an employee stock ownership plan trust.

Vann's Inc. disclosed assets of $17.6 million and liabilities of
$14.4 million.  Assets include $12.2 million cost-value of
inventory plus $1 million in current accounts receivable.  The
Company owes $4 million to First Interstate Bank.  It also owes
$4.8 million on an inventory loan from GE Commercial Distribution
Finance Corp.

Bankruptcy Judge John L. Peterson presides over the case.  Vann's
hired Perkins Coie LLP's Alan D. Smith, Esq., and Brian A.
Jennings, Esq., as counsel; and Hamstreet & Associates, LLC, as
turnaround and restructuring advisors.

GE Commercial Distribution Finance Corporation is represented by
Gary Vincent, Esq., at Husch Blackwell LLP, and the Law Offices of
John P. Paul, PLLC.  First Interstate Bank, the DIP Lender, is
represented by Benjamin P. Hursh, Esq., at Crowley Fleck PLLP.

The U.S. Trustee has formed a seven-member creditors committee.
The Committee is represented by Halperin Battagia Raicht, LLP, and
Ross Richardson.

The Court appointed Montana lawyer Richard J. Samson as Chapter 11
trustee.


VEY FINANCE: Court Denies Request for Relief of Automatic Stay
---------------------------------------------------------------
The Hon. H. Christopher Mott of the U.S. Bankruptcy Court for the
Western District of Texas denied the second motion of secured
creditor WestStar Bank, formerly known as Bank of the West, to
foreclose its security interest in the Notes and real property
which serve as its collateral and apply the sale proceeds to its
secured claim.

BOTW has a first lien on real property located at:

   -- 2420 Tierra Rica, El Paso, Texas which is being sold by the
      Debtor under a contract of deed to Jose and Victoria Zapata;
      and

   -- 601 Deerpath Way, Spicewood, Texas which is being sold by
      the Debtor under a contract of deed to Jose Bryan Rangel.

BOTW, in its motion, stated that it is not adequately protected.
The Debtor is not making the regular payments on the Note and BOTW
is not adequately protected, all resulting in continuing and
increasing loss and harm to it.

BOTW filed its first motion for relief from stay on October 2011,
requesting that the stay be lifted against the Debtor to foreclose
its security interest in the notes which serve as its collateral.
An agreed order was entered in December 2011, which, in part
authorized BOTW to offset on-half of the amount then on deposit in
two of the Debtor's non Debtor-In-Possession account and deposit
the other half of the funds in the Debtor's DIP account.  The
agreed order did not allow BOTW to foreclose its interest in the
notes.

                         About Vey Finance

Vey Finance, LLC, in El Paso, Texas, filed for Chapter 11
bankruptcy (Bankr. W.D. Tex. Case No. 11-30901) on May 13, 2011.
Judge H. Christopher Mott presides over the case.  Corey W.
Haugland, Esq., at James & Haugland, P.C., in El Paso, Texas,
represents the Debtor as bankruptcy counsel.  John W. (Jay)
Dunbar, CPA, serves as its regular accountant.  The petition was
signed by Veronica L. Veytia, managing member.

In its amended schedules, the Debtor disclosed $10,137,454 in
assets and $12,667,725 in liabilities.

Compass Bank, a creditor Vey Finance, LLC, filed a Chapter 11 Plan
for the Debtor.  There won't be a competing plan for the Debtor.
The Debtor on Aug. 9 obtained approval to withdraw its proposed
Chapter 11 plan of reorganization.

Compass Bank's Plan calls for the appointment of an agent to (1)
transfer and assign to the Bank of the West (which will have a
secured claim of $1.45 million), to Capital Bank (which will have
secured claim of $1.46 million), and to Compass (allowed secured
claim of $2 million) all of the collateral for their debts, (2) to
liquidate all of the Debtor's assets and pay creditors with
allowed claims according to the terms of the Plan, (3) to pay an
estimated 27% of the allowed claims of unsecured creditors
(totaling $4.71 million including the Compass' unsecured claim)),
and (4) to pay 27% of the claims of insiders of the Debtor.
Equity holders won't receive anything and are deemed to reject the
Plan.


VIASPACE INC: Inks Giant King Grass Supply Pact with Tibbar
-----------------------------------------------------------
VIASPACE Inc. has signed a contract with Tibbar Energy USVI LLC to
supply Giant King Grass for a 1,500 acre Giant King Grass
plantation to be established in St. Croix, US Virgin Islands.

Tibbar Energy USVI LLC is developing a 6 MW renewable biomass
energy project in the U.S. Virgin Islands on the island of St.
Croix.  The project utilizes VIASPACE's proprietary renewable
energy crop called Giant King Grass as a feedstock for anaerobic
digestion, generating biogas which is used to fuel an engine
generator set to produce electricity.

"We see the U.S. Virgin Islands as the ideal location for this
type of renewable energy project with its tropical climate for
agriculture, and the strong need for economically viable energy.
Electricity on St. Croix, currently generated from diesel and
heavy fuel oil, is very expensive and produces substantial carbon
dioxide emissions.  The Tibbar biogas system uses continuously
renewable Giant King Grass, and produces electricity at a much
lower cost than fuel oil with negligible carbon dioxide
emissions," says Tania Tomyn, President and CEO of Tibbar Energy.

Tibbar has entered into an exclusive partnership with VIASPACE to
grow Giant King Grass on St. Croix on a 1,500 acre plantation to
supply renewable biomass to the biogas power plant.

"We are excited to have VIASPACE as a partner.  Their Giant King
Grass is an ideal, nonfood, dedicated agricultural energy source
with both high crop and biogas yield," according to Tomyn.

This 20 year project is slated to be underway in 2013, fully on-
line by the first quarter 2014 and will generate over 20 full time
jobs with a total projected economic benefit of $150 million (over
the life of the project) to the community through its agricultural
and power generation components.

                        About VIASPACE Inc.

Irvine, Calif.-based VIASPACE Inc. (OTC Bulletin Board: VSPC -
News) -- http://www.VIASPACE.com/-- is a clean energy company
providing products and technology for renewable and alternative
energy that reduce or eliminate dependence on fossil and high-
pollutant energy sources.  Through its majority-owned subsidiary
VIASPACE Green Energy Inc., the Company grows Giant King Grass as
a low carbon fuel for electricity generating power plants and as a
feedstock for cellulosic biofuels.

Viaspace reported a net loss of $668,000 on $588,000 of total
revenues for the three months ended March 31, 2012.  The Company
reported a net loss of $9.36 million in 2011, compared with a net
loss of $2.96 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$9.82 million in total assets, $7.32 million in total liabilities
and $2.50 million in total equity.

                           Going Concern

The Company has incurred significant losses from operations,
resulting in an accumulated deficit of $43,650,000.  The Company
expects such losses to continue.  In addition, the Company has
limited working capital and based on current cash flows does not
have sufficient funds to pay the May 14, 2012, installment due on
the note to Changs LLC.  These raises substantial doubt about the
Company's ability to continue as a going concern.

After auditing the financial results for the year ended Dec. 31,
2011, Hein & Associates LLP, in Irvine, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that he Company has
incurred significant losses from operations, resulting in an
accumulated deficit of $43.05 million.  The Company expects those
losses to continue.  In addition, the Company has limited working
capital and based on current cash flows does not have sufficient
funds to pay the May 2012 instalment due on the note to Changs
LLC.


VIASPACE INC: Completes Separation with VIASPACE Green Energy
-------------------------------------------------------------
The VIASPACE Board of Directors and Management announced that the
orderly separation of VIASPACE and VIASPACE Green Energy has been
completed and formal documents have been signed by VIASPACE, VGE
and Mr. Sung Chang on Sept. 30, 2012.  As part of the separation
agreement, VGE has the right to commercially develop Giant KingTM
Grass in China and Taiwan and VIASPACE has been granted an
exclusive license to import, grow, sell, market and distribute
Giant King Grass in the rest of the world outside China and
Taiwan.  Effective Oct. 1, 2012, VIASPACE no longer has any
ownership in VGE and has returned all of the shares it previously
held in VGE back to VGE, who subsequently reissued them to Mr.
Chang.  As part of the separation, the VIASPACE secured debt and
accrued interest of approximately $5.6 million owed to Mr. Chang
no longer has to be paid.

The exclusive license that VIASPACE obtained from VGE has revenue
milestones that need to be met every two years in order to
maintain the license from VGE.  VIASPACE will pay VGE an 8%
royalty on net sales derived.

As part of the final agreements, insiders holding approximately
525 million common shares of VIASPACE stock (or 38% of outstanding
common shares) have agreed to a 6 month hold of their stock with
prohibitions against selling or transferring the stock.

Additionally, Director Dr. Kevin Schewe, the holder of 100 million
shares of VIASPACE common stock, has entered into a loan agreement
with VIASPACE in the form of a secured convertible note where he
has agreed to invest $1 million in the company over a 5 year time
period.  Dr. Schewe has been granted irrevocable proxy to vote the
Series A Preferred Stock and that Stock will be transferred to him
in 5 years or when VIASPACE reaches a market capitalization of $50
million or higher, whichever occurs first.

As part of the separation, Dr. Carl Kukkonen will remain as CEO of
VIASPACE and Mr. Stephen Muzi will remain as Chief Financial
Officer.  Dr. Kevin Schewe will become Chairman of the Board of
Directors.  Other Board members of VIASPACE are Dr. Kukkonen and
Ms. Angelina Galiteva.

Dr. Carl Kukkonen, VIASPACE CEO, commented: "I am very pleased
that our prior debt to Sung Chang has been satisfied and that
VIASPACE is now a stand-alone company with a clean slate and a
worldwide exclusive license to commercialize Giant King Grass
outside China and Taiwan.  During the transition to separate
VIASPACE and VGE, I spent three months in Southeast Asia and
traveled to meet with many different customers across the globe.
I have worked hard to maximize our Company's chances to succeed on
its own future revenues."

Dr. Kevin Schewe, VIASPACE Chairman of the Board, stated: "The
separation of VIASPACE and VGE has been a time of challenge and
success for us and Mr. Sung Chang.  We envision VIASPACE and VGE
operating as "sister companies" to commercialize Giant King Grass
worldwide to make it the world's leading renewable
biomass/bioenergy source.  VIASPACE is now positioned to set the
pace for this commercialization process and we have been
vigorously pursuing new clients during the "quiet time" of
separating the companies.  Our shareholders will see a "new
company" focused on providing tangible results and timely
information.  We want to attract new shareholders from around the
world and reward our many long-term loyal shareholders with a
company keen on growth and increasing share value.  Our
shareholders will not have to wait long to see a difference in the
direction of this company."

All of the final documents related to the separation are in the
process of being filed in a Form 8-K with the Securities and
Exchange Commission and will be available at http://www.sec.gov/.

                         About VIASPACE Inc.

Irvine, Calif.-based VIASPACE Inc. (OTC Bulletin Board: VSPC -
News) -- http://www.VIASPACE.com/-- is a clean energy company
providing products and technology for renewable and alternative
energy that reduce or eliminate dependence on fossil and high-
pollutant energy sources.  Through its majority-owned subsidiary
VIASPACE Green Energy Inc., the Company grows Giant King Grass as
a low carbon fuel for electricity generating power plants and as a
feedstock for cellulosic biofuels.

Viaspace reported a net loss of $668,000 on $588,000 of total
revenues for the three months ended March 31, 2012.  The Company
reported a net loss of $9.36 million in 2011, compared with a net
loss of $2.96 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$9.82 million in total assets, $7.32 million in total liabilities
and $2.50 million in total equity.

                           Going Concern

The Company has incurred significant losses from operations,
resulting in an accumulated deficit of $43,650,000.  The Company
expects such losses to continue.  In addition, the Company has
limited working capital and based on current cash flows does not
have sufficient funds to pay the May 14, 2012, installment due on
the note to Changs LLC.  These raises substantial doubt about the
Company's ability to continue as a going concern.

After auditing the financial results for the year ended Dec. 31,
2011, Hein & Associates LLP, in Irvine, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that he Company has
incurred significant losses from operations, resulting in an
accumulated deficit of $43.05 million.  The Company expects those
losses to continue.  In addition, the Company has limited working
capital and based on current cash flows does not have sufficient
funds to pay the May 2012 instalment due on the note to Changs
LLC.


VIASPACE INC: Enters Into Recapitalization Agreement
----------------------------------------------------
VIASPACE Inc., VIASPACE Green Energy, Stephen Muzi, Carl Kukkonen,
Sung Chang and Changs, LLC, a company controlled by Chang, entered
into the Recapitalization Agreement effective as of Sept. 30,
2012.

Prior to the Recap Agreement, Chang held a promissory note granted
by the Company in the principal amount of approximately $5.3
million.  VIASPACE held 6,503,920 shares of VGE common stock and
was its largest shareholder.  In connection with the Recap
Agreement, the Company agreed to transfer all of the VGE Shares to
VGE which would then be cancelled.  VGE would then deliver
6,503,920 newly-issued VGE Shares to Chang.  Chang agreed that the
Chang Note and the related Stock Pledge Agreement, Security
Agreements and Guaranty Agreement would be subject to a "covenant
not to sue" and Chang would be unable to enforce any of its rights
under those promissory note unless Chang or any of its members,
officers and managers were sued; provided that neither the Chang
Note nor any of the Note Ancillary Documents may be used as the
basis to recover any claims against the Company or either of the
Former Employees.

Under the Recap Agreement, Chang was granted a right to purchase
any or all of its "Pro Rata Portion" of newly-issued common stock
or other equity securities offered by the Registrant other than
certain excluded securities.  The "Pro Rata Portion" meant that
Chang had the right to purchase that portion of that offering that
equaled Chang's percentage interest of all the Company's common
stock.

So long as Chang, together with its related parties, held at least
200 million shares of the Company common stock, Chang was granted
rights to attend all Company Board of Director meetings as a non-
voting observer.

Also in connection with the Recap Agreement, SC, Chang, other
parties affiliated with Chang and Dr. Kevin Schewe, a member of
the Company Board of Directors, agreed not to sell, contract to
sell, pledge or otherwise dispose of their Registrant securities
for a period of 180 days after the closing of the transactions
described in the Recap Agreement.

Changs controlled a share of Series A Preferred Stock of the
Company, entitling it with voting control of 50.1% of the
outstanding votes of the Company's capital stock.  Effective as of
Sept. 30, 2012, and pursuant to an Agreement to Grant Voting
Rights and Transfer Preferred Share executed by Changs and Schewe,
Changs granted Schewe an irrevocable proxy that permitted Schewe
to vote the Preferred Share.

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

                       http://is.gd/Aj523Z

                        About VIASPACE Inc.

Irvine, Calif.-based VIASPACE Inc. (OTC Bulletin Board: VSPC -
News) -- http://www.VIASPACE.com/-- is a clean energy company
providing products and technology for renewable and alternative
energy that reduce or eliminate dependence on fossil and high-
pollutant energy sources.  Through its majority-owned subsidiary
VIASPACE Green Energy Inc., the Company grows Giant King Grass as
a low carbon fuel for electricity generating power plants and as a
feedstock for cellulosic biofuels.

Viaspace reported a net loss of $668,000 on $588,000 of total
revenues for the three months ended March 31, 2012.  The Company
reported a net loss of $9.36 million in 2011, compared with a net
loss of $2.96 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$9.82 million in total assets, $7.32 million in total liabilities
and $2.50 million in total equity.

                           Going Concern

The Company has incurred significant losses from operations,
resulting in an accumulated deficit of $43,650,000.  The Company
expects such losses to continue.  In addition, the Company has
limited working capital and based on current cash flows does not
have sufficient funds to pay the May 14, 2012, installment due on
the note to Changs LLC.  These raises substantial doubt about the
Company's ability to continue as a going concern.

After auditing the financial results for the year ended Dec. 31,
2011, Hein & Associates LLP, in Irvine, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that he Company has
incurred significant losses from operations, resulting in an
accumulated deficit of $43.05 million.  The Company expects those
losses to continue.  In addition, the Company has limited working
capital and based on current cash flows does not have sufficient
funds to pay the May 2012 instalment due on the note to Changs
LLC.


VIKING CRUISES: S&P Gives 'B+' Corp. Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned Woodland Hills,
Calif.-based river cruise operator Viking Cruises Ltd. its 'B+'
corporate credit rating. The rating outlook is stable.

"At the same time, we assigned Viking's proposed $250 million
senior notes due 2022 our 'B+' issue-level with a recovery rating
of '4', indicating our expectation for average (30% to 50%)
recovery for lenders in the event of a payment default," S&P said.

"Viking plans to use the proceeds from the notes to help invest in
new river vessels, to expand into coastal cruising, to buy out
minority shareholders, to fund a dividend to Viking's parent, and
for general corporate purposes and transaction fees and expenses,"
S&P said.

"The rating reflects our assessment of Viking's business risk
profile as 'weak' and our assessment of the company's financial
risk profile as 'aggressive,' according to our criteria," S&P
said.

"Our assessment of Viking's business risk profile as weak reflects
the company's relatively short track record of stable EBITDA
margins, and our belief that there is a high level of execution
risk related to the company's aggressive river fleet expansion
plans (as well as its planned entrance into the ocean cruise
market) over the next few years," said Standard & Poor's credit
analyst Ariel Silverberg.

"The stable outlook reflects our expectation for significant
EBITDA growth to offset substantial incremental debt over the next
few years, which should result in credit measures remaining in
line with the rating," S&P said.

"We could consider revising the outlook to positive or raising the
ratings once the company demonstrates more of a track record of
managing meaningful increases in capacity, resulting in sustained
EBITDA margin improvement and continued excess cash flow
generation," S&P said.

"We could revise the outlook to negative or lower the ratings if
EBITDA growth is meaningfully less than we anticipate, resulting
in leverage rising to above 6x, or if the company is unable to
successfully manage weaker-than-expected demand growth," S&P said.


VISICON SHAREHOLDERS: Ordered to Segregate Cash Collateral Fund
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio
directed The Visicon Shareholders Trust, An Ohio Trust, U/A/D
Nov. 11, 2002, to deposit its excess monies into a segregated cash
collateral account established and maintained by secured
prepetition creditor GCCFC 2002-C1 Dayton Hotel and Conference
Center, LLC.

As of Aug. 9, 2012, the Debtor had a balance in its Debtor-in-
Possession account of $666,816.  The lender has a continuing
security interest in the monies in the DIP Account.

The lender, in its motion, stated that based upon its past
business operations, the Debtor needs to maintain $100,000 in its
DIP Account to pay the ordinary and necessary expenses of the Hope
Hotel.  At this time, the Debtor has six times the amount in its
DIP Account.  The lender has a great concern regarding the high
balance maintained by Debtor in its DIP Account, and the
uncertainty that comes with Debtor keeping such a high balance in
its operating account.

                 Previous Cash Collateral Motion

On May 22, 2012, the Court entered an order denying motion for use
of cash collateral as moot.

On May 21, the lender requested that the Court (i) prohibit the
Debtor's use of the cash collateral, and (ii) require that the
Debtor deposit the lender's cash collateral in a segregated
account.

               About The Visicon Shareholders Trust

Naples, Florida-based The Visicon Shareholders Trust, an Ohio
Trust, U/A/D Nov. 11, 2002 owns and operates the Hope Hotel and
Conference Center, which is located at Chidlaw Road and Spruce
Way, Wright-Patterson AFB, in Greene County, Ohio.  The Debtor
filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ohio Case
No. 10-33736) on June 8, 2010.  Ira H. Thomsen, Esq., who has an
office in Springboro, Ohio, represents the Debtor.  The Debtor
estimated assets at $10 million to $50 million and debts at
$1 million to $10 million as of the Petition Date.




VISUALANT INC: Amends 7.6 Million Common Shares Prospectus
----------------------------------------------------------
Visualant, Incorporated, filed with the U.S. Securities and
Exchange Commission a post-effective amendment no. 1 to the Form
S-1 registration statement relating to resale by the selling
security holders of up to 7,600,000 shares of the Company's common
stock, $.001 par value per share, including:

   (i) 1,000,000 shares of common stock issued to Coventry Capital
       LLC on Feb. 7, 2012;

  (ii) up to 204,000, 366,000 and 30,000 shares of common stock
       issuable upon exercise of the Company's warrants granted to
       National Securities Corporation, Steven Freifeld and Vince
       Calicchia, respectively, on March 12, 2012; and

(iii) up to 6,000,000 shares of common stock issuable to
       Ascendiant Capital Partners LLC under a Securities Purchase
       Agreement dated June 17, 2011.

The Company will not receive any of the proceeds from the sale of
the common stock by the selling security holders.

The Company's common stock trades on the OTCBB under the symbol.
On Oct. 5, 2012, the last reported sale price for the Company's
common stock as reported on OTCBB was $0.17 per share.

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

                       http://is.gd/34l0rq

                       About Visualant Inc.

Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on Oct. 8, 1998.  The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.

Visualant reported a net loss of $2.39 million for the year ended
Sept. 30, 2011, compared with a net loss of $1.14 million during
the previous year.

The Company's balance sheet at June 30, 2012, showed $6.84 million
in total assets, $7.03 million in total liabilities, $28,350 in
noncontrolling iterest, and a $220,669 total stockholders'
deficit.

The Company anticipates that it will record losses from operations
for the foreseeable future.  As of June 30, 2012, the Company's
accumulated deficit was $13.1 million.  The Company has limited
capital resources, and operations to date have been funded with
the proceeds from private equity and debt financings.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.  The audit report prepared by the
Company's independent registered public accounting firm relating
to the Company's financial statements for the year ended Sept. 30,
2011, includes an explanatory paragraph expressing the substantial
doubt about the Company's ability to continue as a going concern.

                         Bankruptcy Warning

The Securities Purchase Agreement dated June 17, 2011, with
Ascendiant Capital Partners, LLC, will terminate if the Company's
common stock is not listed on one of several specified trading
markets (which include the OTCBB and Pink Sheets, among others),
if the Company files protection from its creditors, or if a
Registration Statement on Form S-1 or S-3 is not effective.

If the price or the trading volume of the Company's common stock
does not reach certain levels, the Company will be unable to draw
down all or substantially all of its $3,000,000 equity line of
credit with Ascendiant.

The maximum draw down amount every 8 trading days under the
Company's equity line of credit facility is the lesser of $100,000
or 20% of the total trading volume of the Company's common stock
for the 10-trading-day period prior to the draw down multiplied by
the volume-weighted average price of the Company's common stock
for that period.  If the Company stock price and trading volume
decline from current levels, the Company will not be able to draw
down all $3,000,000 available under the equity line of credit.

"If we are not able to draw down all $3,000,000 available under
the equity line of credit or if the Securities Purchase Agreement
is terminated, we may need to restructure our operations, divest
all or a portion of our business, or file for bankruptcy," the
Company said in its quarterly report for the period ended June 30,
2012.


VYSTAR CORP: Adds Centrotrade President to Board of Directors
-------------------------------------------------------------
Vystar Corporation announced that D. Thomas "Tom" Marsh has joined
the Company's Board of Directors effective Oct. 1, 2012.

Tom Marsh brings key technical knowledge and industry experience
to Vystar's Board.  Since 1999 to the present, he has been the
President of Centrotrade Minerals and Metals, Inc. (dba:
Centrotrade Rubber USA), the technical advisory U.S. based
subsidiary of Centrotrade, a leading global distributor of rubber,
latex and chemicals.  He currently directs the Company's daily
operations and provides technical, regulatory and standards
organization oversight to its sister organizations in Europe and
Asia.  Centrotrade has been an exclusive worldwide distributor of
Vytex NRL since early 2009.  Tom is also actively involved with
ASTM International, a recognized leader in the development of
international consensus standards for testing and materials, where
he has been member since 1990 and a member of their Board of
Directors since 2011.  Other notable memberships include the
American Chemical Society, the American Management Association,
the Ohio Rubber Group and the Rubber Trade Association of North
America.  He holds a general sciences degree from the Ohio State
University and a bachelor's degree in business management from
Liberty University, Lynchburg, Va.

"On behalf of Vystar, I would like to formally welcome Tom to our
board," commented William Doyle, President and CEO of Vystar
Corporation.  "Knowing Tom since 2005 and working together since
2009, we have found him to possess a keen understanding of the
dynamic global NRL market and of the expanding potential of our
growing Vytex NRL line of product offerings including pre-
vulcanised, pre-compounded and ultra-low ammonia.  We are pleased
to have him and are confident he will be instrumental in helping
us to better navigate the market and further expand Vytex NRL's
presence worldwide.  Centrotrade's recent acquisition of a major
distributor in SE Asia will help further progress our Vytex NRL
expansion efforts in that particular region."

Tom Marsh stated, "Having worked closely with Vystar's management
team over the past several years in both my capacity at
Centrotrade and with ASTM, I have seen and continue to see great
potential in their Vytex NRL product.  I am excited to join their
Board and look forward to being able to provide the company with
additional insight into the global latex market as well as
assistance in navigating the logistical and marketing challenges
associated with a premium raw material produced in a limited
geographic area."

Other members of Vystar's Board of Directors include J. Douglas
Craft, Founder and Chief Executive Officer of Atlanta-based
Medicraft Inc., one of the largest independent distributors for
Medtronic since 1984.  Over the past ten years, Doug has been
actively engaged in expanding the base of businesses to include
Intraoperative Neuro-Monitoring, Orthopedics, Biologics,
Interventional Pain therapies and Government contracting; JC
Allegra, MD, is the Co-Founder of NMCR, an educational
organization dedicated to assisting cancer physicians in their
utilization of new cancer therapies.  Dr Allegra is also the
Founder of Lincoln Lee Investments, a family office which
supervises the investments of the Allegra Family.  Dr Allegra is a
NIH/NCI trained medical oncologist who established the new Cancer
Medicine Division at the University of Louisville in 1980 and
served the University from 1982-1989 as Professor and Chairmen of
its Department of Medicine; Mitsy Mangum, Vice President of
Investments at Mid-South Capital Inc., helped spearhead the
SleepHealth acquisition and has over 25 years of institutional and
retail investment experience.  She also serves as VP of finance
for the Charleston School of Business Club in Atlanta, Georgia;
Dean Waters, a seventeen year financial services veteran, is the
Founder and Managing Director of FiveFold Capital, an investment
banking firm focused on early stage companies and is a former
senior executive of Commerce Street Capital, Global Capital
Finance, GMAC Commercial Finance, and Bank of America; and William
Doyle, President and CEO of Vystar Corporation.

On Oct. 1, 2012, Mr. Marsh was granted 400,000 options to purchase
Company stock at $.27 per share.

                         About Vystar Corp

Duluth, Ga.-based Vystar Corporation is the creator and exclusive
owner of the innovative technology to produce Vytex(R) Natural
Rubber Latex.  This technology reduces antigenic protein in
natural rubber latex products to virtually undetectable levels in
both liquid NRL and finished latex products.

The Company's balance sheet at June 30, 2012, showed $1.01 million
in total assets, $1.96 million in total liabilities, and a
stockholders' deficit of $950,081.

                        Bankruptcy Warning

According to the Company's quarterly report on Form 10-Q for the
period ended June 30, 2012, there can be no assurances
that the Company will be able to achieve its projected level of
revenues in 2012 and beyond.  "If the Company is unable to achieve
its projected revenues and is not able to obtain alternate
additional financing of equity or debt, the Company would need to
significantly curtail or reorient its operations during 2012,
which could have a material adverse effect on the Company's
ability to achieve its business objectives and as a result may
require the Company to file for bankruptcy or cease operations."

Habif, Arogeti & Wynne, LLP, in Atlanta, Georgia, expressed
substantial doubt about Vystar's ability to continue as a going
concern, following its results for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has
recurring losses from operations, a capital deficit, and limited
capital resources.


WALLDESIGN INC: Stipulation between Comerica and Committee Okayed
-----------------------------------------------------------------
On Oct. 4, 2012, the U.S. Bankruptcy Court for the Central
District of California approved the Stipulation entered Sept. 13,
2012, by and between the Official Committee of Unsecured Creditors
of Walldesign, Inc., and Comerica Bank, resolving the Committee's
potential Challenges that may be brought against Comerica pursuant
to a stipulation regarding use of cash collateral entered in the
Debtor's Chapter 11 case (the "Cash Collateral Stipulation").

Comerica asserts a secured claim against the Debtor in the amount
of $10,616,948.40 as of the Petition Date, of which $5,362,340.67
consisted of direct obligations of the Debtor.

Pursuant to the Cash Collateral Stipulation, the Committee was
granted standing to file and serve any objection to the Pre-
Petition Obligations or to Comerica's liens in the Pre-Petition
Collateral and to commence an action against Comerica asserting
any claims and causes of action against Comerica, including
without limitation, claims for equitable subordination or
avoidance actions under Chapter 5 of the Bankruptcy Code
(collectively, a "Challenge").

Pursuant to the approved Stipulation, the Committee and Comerica
agree:

1. Comerica waives and releases any lien on or other interest in
vehicles or other equipment for which perfection of a lien is
governed by a certificate of title statute, including but not
limited to California Vehicle Code Section 6301 and California
Commercial Code Section 9311 and Nevada Revised Statutes Sections
482.427, 482.428 and 428.432 ("Pink Slip Vehicles") owned by
Walldesign or the proceeds from the sale of Pink Slip Vehicles and
the Parties agree that such sale proceeds, net of reasonably
allocable sales costs and expenses, will be segregated by
Walldesign for the benefit of holders of allowed unsecured claims.

2. Comerica waives and releases any (i) security interest granted
to Comerica from and after Jan. 4, 2008, on property of Walldesign
securing the indebtedness of any party other than Walldesign, and
(ii) guarantee or assumption of the debts of a third party by
Waldesign issued after Jan. 4, 2008; provided, however, that for
the avoidance of doubt, Comerica will not be deemed to waive or
release any security, guarantee or assumption of debt that was
properly created and perfected prior to Jan. 4, 2008,
notwithstanding any reaffirmation of such security interest after
Jan. 4, 2008.

3. Comerica is not agreeing pursuant to this Stipulation to waive
or release any unsecured deficiency claim against Walldesign that
may exist against Walldesign.

4. Nothing is this Stipulation or the Cash Collateral Stipulation
is intended to, or will, release or otherwise impair any claims or
causes of action belong[ing] to the Walldesign's estate against
Michael Bello or other former or current insiders of Walldesign or
any of their respective family members and/or affiliates of or
entities owned or controlled by, or related to, Walldesign's
insiders.

5. The deadline for the Committee to bring a Challenge will be
extended until the earlier of: a) the date of entry of an order
approving this Stipulation in its entirety; or b) in the event the
Court enters an order denying approval of this Stipulation, the
date that is two weeks after the entry of such order denying
approval of this Stipulation.

                        About Walldesign

Walldesign Inc., incorporated in 1983, has been in the business of
installing drywall, insulation, plaster and providing related
services to single and multi-family construction projects
throughout California, Nevada and Arizona for over 20 years.
Customers include some of the largest homebuilders in the United
States, such as Pulte, DR Horton, K. Hovnanian, Toll Brothers and
KB Homes.  In fiscal 2011, Walldesign generated more than $43.5
million in annual revenues.

Walldesign, based in Newport Beach, California, said the global
credit crisis that occurred in the third quarter of 2008 had a
severe negative impact on its business: capital for construction
projects dried up, buyers vacated the market for new homes and
profit margins on new jobs eroded.  Although it has significantly
downsized its operations in an effort to remain profitable in the
recessionary conditions, cash flow problems arose during this
process.  These problems slowed payments to vendors, precipitating
collection lawsuits forcing it to seek Chapter 11 protection
(Bankr. C.D. Calif. Case No. 12-10105) on Jan. 4, 2012.

Judge Robert N. Kwan presides over the case.  Garrick A.
Hollander, Esq., Jeannie Kim, Esq., Jill M. Holt Colubow, Esq.,
Kavita Gupta, Esq., and Marc J. Winthrop, Esq., at Winthrop
Couchot, in Newport Beach, Calif.; and Leonard M. Shulman, Esq.,
at Shulman Hodges & Bastian LLP, in Irvine, Calif., serve as the
Debtor's counsel.  In its petition, the Debtor estimated $10
million to $50 million in assets and debts.  The petition was
signed by Michael Bello, chief executive officer.

An official committee of unsecured creditors has been appointed in
the case.  The Committee tapped Jones Day as its counsel.

Richard W. Brunette, Esq., at Sheppard, Mullin, Richter & Hamilton
LLP, in Los Angeles, Calif., represents Comerica as counsel.


WALLDESIGN INC: Balks at Second Exclusivity Extension
-----------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Walldesign Incorporated, asks the U.S. Bankruptcy Court
for the Central District of California to deny the Debtor's motion
for second extension of exclusive periods.

As reported in the Troubled Company Reporter on Sept. 11, 2012,
the Debtor asked the Court to extend its exclusive periods to file
and solicit acceptances for the proposed chapter 11 plan until
Oct. 30, 2012, and Dec. 31, respectively.

The Debtor explained that it needs additional time to wind down
its affairs and address the remaining matters/issues in the cases.
In this regard, the Debtor has been evaluating potential claims it
may have against the Debtor's insider, Michael R. Bello, and
others.

The Committee, in its objection, states that the Debtor's motion
seeks to prevent the Committee from filing and pursuing a plan of
reorganization.  The motion also makes clear that the Debtor is
not working on formulating a plan and that it may never do so.
Accordingly, the Debtor has failed to show cause for an extension
of the exclusivity periods and there is no basis to preclude the
Committee from filing a plan.

The Committee relates that it has engaged in discussions with the
Debtor with respect to potential claims against insiders, and the
Committee intends to continue those discussions and to work with
the Debtor and its chief restructuring officer toward moving the
case forward in a manner that is acceptable to the Committee.

                        About Walldesign

Walldesign Inc., incorporated in 1983, has been in the business of
installing drywall, insulation, plaster and providing related
services to single and multi-family construction projects
throughout California, Nevada and Arizona for over 20 years.
Customers include some of the largest homebuilders in the United
States, such as Pulte, DR Horton, K. Hovnanian, Toll Brothers and
KB Homes.  In fiscal 2011, Walldesign generated more than $43.5
million in annual revenues.

Walldesign, based in Newport Beach, California, said the global
credit crisis that occurred in the third quarter of 2008 had a
severe negative impact on its business: capital for construction
projects dried up, buyers vacated the market for new homes and
profit margins on new jobs eroded.  Although it has significantly
downsized its operations in an effort to remain profitable in the
recessionary conditions, cash flow problems arose during this
process.  These problems slowed payments to vendors, precipitating
collection lawsuits forcing it to seek Chapter 11 protection
(Bankr. C.D. Calif. Case No. 12-10105) on Jan. 4, 2012.

Judge Robert N. Kwan presides over the case.  Marc J. Winthrop,
Esq., Sean A. O'Keefe, Esq., and Jeannie Kim, Esq., at Winthrop
Couchot, serve as the Debtor's counsel.  In its petition, the
Debtor estimated $10 million to $50 million in assets and debts.
The petition was signed by Michael Bello, chief executive officer.

An official committee of unsecured creditors has been appointed in
the case.  The Committee tapped Jones Day as its counsel.




WABNO HOSPITALITIES: Case Summary & 5 Unsecured Creditors
---------------------------------------------------------
Debtor: WABNO Hospitalities, Inc.
        dba Hudson Valley Hotel & Conference Center
        90 Route 17K
        Newburgh, NY 12550

Bankruptcy Case No.: 12-37504

Chapter 11 Petition Date: October 3, 2012

Court: U.S. Bankruptcy Court
       Southern District of New York (Poughkeepsie)

Judge: Cecelia G. Morris

Debtor's Counsel: Thomas Genova, Esq.
                  GENOVA & MALIN, ATTORNEYS
                  Hampton Business Center
                  1136 Route 9
                  Wappingers Falls, NY 12590-4332
                  Tel: (845) 298-1600
                  Fax: (845) 298-1265
                  E-mail: genmallaw@optonline.net

Scheduled Assets: $3,434,326

Scheduled Liabilities: $3,397,056

A copy of the Company's list of its five unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nysb12-37504.pdf

The petition was signed by Asif Javaid, vice president.


WEDCO MANUFACTURING: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Wedco Manufacturing Inc.
        P.O. Box 530
        Jackson, WY 83001

Bankruptcy Case No.: 12-21003

Chapter 11 Petition Date: October 3, 2012

Court: U.S. Bankruptcy Court
       District of Wyoming (Cheyenne)

Judge: Peter J. McNiff

Debtor's Counsel: Stephen R. Winship, Esq.
                  WINSHIP & WINSHIP, PC
                  P.O. Box 548
                  Casper, WY 82602
                  Tel: (307) 234-8991
                  Fax: (307) 234-1116
                  E-mail: steve@winshipandwinship.com

Scheduled Assets: $4,908,812

Scheduled Liabilities: $2,411,878

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

The petition was signed by Marjorie Mathiesen, president.


ZACKY FARMS: To Sell Assets While in Chapter 11
-----------------------------------------------
Zacky Farms, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
E.D. Calif. Case No. 12-37961) in Sacramento, California, on
Oct. 8.

Steven Church and Phil Milford at Bloomberg News report the
Fresno, California-based poultry producer has plans to sell itself
to pay creditors owed as much as $100 million.

According to the report, the closely held company blamed the
filing on heavy debt and soaring feed costs in papers filed in
U.S. Bankruptcy Court in Sacramento, California.  Zacky listed as
much as $100 million in assets.  "Normal operations and customer
service will continue without disruption," Zacky officials said in
a statement.

The report relates that the poultry industry has been under
"severe stress due to historically high corn and soybean meal
prices" leading to "significant operating losses" in its turkey
and chicken business, the company said.

The report notes that global food prices tracked by the United
Nations will climb to a record by June as droughts in the U.S.,
South America and Russia push up animal-feed costs, spurring meat
and dairy farmers to reduce herds, according to financial-services
provider Rabobank International.

The worst U.S. drought in 56 years sent the price of corn, the
main ingredient in livestock feed, to a record $8.49 a bushel on
Aug. 10 on the Chicago Board of Trade. The UN's gauge of 55 food
items reached a six-month high in September.

                          Operating Loan

The report relays that Zacky spends about $1.8 million a week on
feed for about 1.9 million turkeys and 600,000 chickens, according
to court documents.

Starting in April, the company tried to avoid bankruptcy by
borrowing $7 million from the Robert D. Zacky and Lillian D. Zacky
trust, which owns half of Zacky, court papers show. Family members
related to Albert Zacky own the other half.

Zacky needs to borrow $71 million at a 6% interest rate to operate
in bankruptcy, according to court papers.  The so-called debtor-
in-possession loan is being made by the Lillian Zacky Family
Trust, the company said in a statement.

The loan, which must be approved by U.S. Bankruptcy Judge Thomas
Holman, requires "the commencement of an immediate process to sell
the company as a going concern," Zacky said in court papers.

                         Biggest Creditors

The Bloomberg report discloses that the two biggest unsecured
creditors listed in the Chapter 11 bankruptcy petition were
Western Milling, of Goshen, California, owed $6.6 million, and
Foster Farms LLC, of Livingston, California, owed $1.2 million.

Zacky Farms traces its roots to Samuel Zacky, who emigrated to the
U.S. in 1908 from Kiev and in 1928 opened a live-chicken store in
Los Angeles, according to the company website. In 1979, the
company opened a Fresno plant capable of processing more than
1 million birds a week.


* Moody's Says Default Rates Lower Than Historical Averages
-----------------------------------------------------------
Default rates in the past 12 months were lower than historical
averages for eight of the 13 sectors studied by Moody's Investors
Service, the rating agency says in its new "Industry Credit Risk:
Recent Trends for Global Non-Financial Corporations, 2012." The
report updates Moody's annual Industry Credit Risk report for non-
financial, non-utility corporate issuers.

"The Healthcare, Automotive, Manufacturing, Telecommunications,
Retail & Distribution and Metals & Mining sectors all had much
lower default rates than their historical averages in the past 12
months, with no defaults whatever among Moody's-rated Healthcare
and Automotive companies," says Vivek Gupta, Analyst with Moody's
Credit Policy Research. "Conversely, during the same period
Transportation, Services and Aerospace & Defense experienced
significantly higher default rates."

While 11 of the 13 industries saw net rating downgrades in the
past year, net negative rating actions for most of the industries
were lower than the overall historical average. Only the Chemical
and Automotive sectors saw more rating upgrades than downgrades,
and rating volatility was lower for all the industries except
Transportation.

The report also presents indicators of default risk and rating
transition risk in the coming 12 months. "Our forecasting model
indicates that the Services, Retail & Distribution and
Manufacturing sectors are at the greatest risk of default,"
Mr. Gupta says. And while all 13 sectors are at risk of net
ratings downgrades in the next 12 months, he adds, the risk is
highest for Transportation, Telecommunications and Manufacturing.

Moody's also looks at debt pricing to identify industries that are
trading at a discount against fundamental credit ratings. "At
present there is a very close correspondence between default risk
as indicated by firms' ratings on the one hand and market-implied
ratings on the other," Gupta says. Indeed, the correspondence
between industry default risk as indicated by bond prices and that
implied by Moody's ratings currently is 97%.


* Moody's Says U.S. Gaming Sector Covenants Most Stringent
----------------------------------------------------------
Bonds issued by US gaming companies offer more investor protection
than those of US non-financial companies, says Moody's Investors
Service in a new special comment, "US Gaming Bond Covenants Offer
Most Investor Protection."

The special comment analyzes the covenant packages of 17 high-
yield bonds that 15 US gaming companies issued between January
2011 and July 2012. The bonds are included in Moody's High-Yield
Covenant Database, which contains more than 1,000 global bond
issues dating back to 2010. The database, to be launched online
within the next few months, allows investors to search and compare
covenants across issuers, industries, rating categories and many
other factors.

"The covenants of high-yield gaming company bonds are strongest in
terms of minimizing cash leakage through restricted payments,
preventing structural and lien subordination and limiting the
amount of debt an issuer can take on," says Senior Vice President
Keith Foley. "Overall, the gaming sector offers the most investor
protection of any sector in our High-Yield Covenant Database."

The strength of gaming covenants reflects the sector's very high
leverage and low credit ratings, Moody's says. The gaming sector's
average leverage, as measured by debt/adjusted EBITDA, is 9.6x,
the highest of any industry in Moody's covenant database. Fifteen
of the 17 gaming bonds reviewed in the report are rated B3 or
lower.

"As a result, the gaming bond covenants have to limit the
companies' ability to take on additional debt -- both secured and
unsecured -- or make restricted payments, among other actions that
could be detrimental to bondholders," Foley says.

Of the 17 covenant packages analyzed by Moody's, the strongest
were offered by CityCenter Holdings, LLC (Caa2 positive) Mohegan
Tribal Gaming Authority (Caa1 stable) and Downstream Development
Authority (B3 stable). Bonds with weak investor protections
included those of Ameristar Casinos, Inc. (B1 stable) and Pinnacle
Entertainment, Inc. (B1 stable), says Moody's.

The gaming bonds discussed in the special comment had an average
score of 2.50 under Moody's Covenant Quality scoring system, which
assesses the strength of covenant packages on a five-point scale
ranging from CQ1, the strongest, to CQ 5, the weakest. This is
significantly stronger than the average score of 3.31 for the
broader set of high-yield bonds of US non-financial companies
included in Moody's Covenant Quality Database.

Moody's research subscribers can access this report at:

                       http://is.gd/vLZMuJ


* Junk Default Rate Rises Slightly, 'Distress' Down
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the default rate on junk bonds inched up by the end
of the third quarter to 3% worldwide, compared with 2.9% when the
second quarter drew to a close, Moody's Investors Service
reported.  One year ago, the global junk default rate was 1.8%.

According to the report, in the U.S., the junk default rate rose
from 3.2% in the second quarter to 3.5% at the close of the third
quarter, Moody's reported.  Moody's "distressed index" is showing
improvement.  The percentage of junk-rated companies with debt
trading at distress levels closed the third quarter at 17%, an
improvement from the second quarter's 19.5%.  One year ago, the
distress index was at 24.6% on the Moody's scale.  Debt is
considered distressed if it trades with a yield 10% higher than
comparable U.S. Treasury securities.

According to the report, Moody's said the increase in default
rates won't last.  The junk default rate is predicted to end the
year at 3%, then decline to 2.9% by the third quarter of 2013.
The historical default rate since 1983 is 4.8%, Moody's says.
Moody's previously said that media, advertising, printing, and
publishing will be industries in the U.S. with the highest default
rates.


* Lenders Not Required to File Claims for Full Amount Owed
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a secured lender isn't required by Section 1305 of
the Bankruptcy Code to file a claim for the full amount of the
debt, the U.S. Court of Appeals in New Orleans ruled last week.

According to the report, consequently, the doctrine of judicial
estoppel didn't apply when a bankrupt filed a second Chapter 13
petition.  An individual confirmed a Chapter 13 plan promising to
pay arrears on a home mortgage over time.  After the plan was
confirmed, and before the Chapter 13 discharge was granted, the
homeowner defaulted on mortgage payments.  Eventually, the
Chapter 13 case was dismissed when the bankrupt failed to make
required plan payments.

The report relates that the homeowner filed a second Chapter 13
petition.  The lender filed a claim for $86,000 to cover missed
mortgage payments.  The bankrupt filed a motion for summary
judgment to reduce the claim.  The bankrupt argued successfully in
bankruptcy court that the bank couldn't claim mortgage payments in
the second bankruptcy that it could have, but didn't, claim in the
first.

The report notes that the bankruptcy court trimmed the bank's
claim under the doctrine of judicial estoppel.  The bank appealed
and lost again in district court.  On a second appeal to the Fifth
Circuit in New Orleans, Circuit Judge Edith Brown Clement reversed
in a 12-page opinion for the panel of three judges.  Judge Clement
ruled that judicial estoppel doesn't apply because Section 1305
doesn't require filing a claim for all amounts owed.  The section
says that a claim "may be filed."

The Bloomberg report discloses that because the bank wasn't
legally obligated to claim everything, the lender wasn't taking
inconsistent positions in court.  As a result, the doctrine of
judicial estoppel didn't apply, Judge Clement ruled.

The case is Wells Fargo Bank NA v. Oparaji (In re Oparaji),
11-20871, U.S. Court of Appeals for the Fifth Circuit (New
Orleans).


* Retaliatory Discharge Subject to One-Year Damage Cap
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a state-court judgment for retaliatory discharge is
subject to the one-year cap on damages for termination of an
employment contract, according to an Oct. 1 opinion by a federal
district judge in Chicago.

According to the report, a former employee sued and won a jury
verdict for $350,000, including $156,900 for back pay, $44,000 for
future pay and $150,000 for emotional distress.  Several years
after the judgment, the employer filed in Chapter 11.  The
employee filed a claim for the entire amount, claiming $11,725 was
entitled to priority under Bankruptcy Code Section 507(a)(4) for
wages earned within six months of bankruptcy.

The report relates that U.S. District Judge Ruben Castillo upheld
the bankruptcy judge's ruling that there was no priority claim and
the claim itself was capped at one year's wages of $49,000.  Judge
Castillo cited cases for the proposition that a claim for wages is
deemed "earned" when the employee is fired.  Consequently, none of
the wages were earned within six months of bankruptcy and none was
entitled to priority.

The Bloomberg report discloses that Judge Castillo also upheld the
bankruptcy court in concluding that the one-year cap on employment
damages under Section 507(b)(7) limits the amount of the claim,
whether based on tort or contract.

The case is Belson v. Olson Rug Co., 12-04474, U.S. District
Court, Northern District of Illinois (Chicago).


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Andrea Maw
   Bankr. D. Ariz. Case No. 12-21455
      Chapter 11 Petition filed September 27, 2012

In re Ryan Mitchell
   Bankr. D. Ariz. Case No. 12-21454
      Chapter 11 Petition filed September 27, 2012

In re Rahmani Investment LLC
        aka R Lounge
   Bankr. C.D. Calif. Case No. 12-18601
      Chapter 11 Petition filed September 27, 2012
          See http://bankrupt.com/misc/cacb12-18601.pdf
          represented by: Howard B. Kim, Esq.
                          Law Offices of Howard B Kim

In re Tsafrir Aviezer
   Bankr. C.D. Calif. Case No. 12-18592
      Chapter 11 Petition filed September 27, 2012

In re Michael Macchia
   Bankr. N.D. Calif. Case No. 12-32756
      Chapter 11 Petition filed September 27, 2012

In re Edward Neibauer
   Bankr. D. Colo. Case No. 12-30084
      Chapter 11 Petition filed September 27, 2012

In re Darryl Culbreth
   Bankr. M.D. Fla. Case No. 12-13245
      Chapter 11 Petition filed September 27, 2012

In re Ecosteam Corporation
   Bankr. N.D. Ill. Case No. 12-83690
      Chapter 11 Petition filed September 27, 2012
          See http://bankrupt.com/misc/ilnb12-83690.pdf
          represented by: Bernard J. Natale, Esq.
                          Law Office of Bernard J. Natale, Ltd.
                          E-mail: natalelaw@bjnatalelaw.com

In re Amy Zuckerman
   Bankr. D. Mass. Case No. 12-31480
      Chapter 11 Petition filed September 27, 2012

In re Beatriz Legua
   Bankr. D. Mass. Case No. 12-17828
      Chapter 11 Petition filed September 27, 2012

In re Engine World of Miss. L.L.C.
   Bankr. S.D. Miss. Case No. 12-52012
      Chapter 11 Petition filed September 27, 2012
          See http://bankrupt.com/misc/mssb12-52012p.pdf
          See http://bankrupt.com/misc/mssb12-52012c.pdf
          represented by: Mary Schillesci McPherson, Esq.
                          McPherson & McPherson
                          E-mail: mary.mcpherson@yahoo.com

In re Gregory Harris
   Bankr. D. Mont. Case No. 12-61567
      Chapter 11 Petition filed September 27, 2012

In re Rodney Baldwin
   Bankr. D. Nev. Case No. 12-21067
      Chapter 11 Petition filed September 27, 2012

In re Barbara Berko
   Bankr. D.N.J. Case No. 12-33631
      Chapter 11 Petition filed September 27, 2012

In re NY Thymes and Deli, Inc.
        dba NY Thymes & Deli, Inc.
          dba C'est Cheese
   Bankr. D.N.J. Case No. 12-33629
      Chapter 11 Petition filed September 27, 2012
          See http://bankrupt.com/misc/njb12-33629.pdf
          represented by: Eric S. Medina, Esq.
                          Medina Law Firm LLC
                          E-mail: emedina@medinafirm.com

In re Tahmaz Realty Corp.
   Bankr. E.D.N.Y. Case No. 12-46947
      Chapter 11 Petition filed September 27, 2012
          See http://bankrupt.com/misc/nyeb12-46947.pdf
          Filed pro se

In re CLOC, Inc.
   Bankr. W.D. Pa. Case No. 12-24808
      Chapter 11 Petition filed September 27, 2012
          See http://bankrupt.com/misc/pawb12-24808p.pdf
          See http://bankrupt.com/misc/pawb12-24808c.pdf
          represented by: Donald R. Calaiaro, Esq.
                          Calaiaro & Corbett, P.C.
                          E-mail: dcalaiaro@calaiarocorbett.com

In re Judy Properties, LLC
   Bankr. D.S.C. Case No. 12-05996
      Chapter 11 Petition filed September 27, 2012
          See http://bankrupt.com/misc/scb12-05996.pdf
          represented by: Reid B. Smith, Esq.
                          Price Bird Smith & Boulware PA
                          E-mail: reid@pricebirdlaw.com

In re Sareault Plumbing Inc.
   Bankr. D.S.C. Case No. 12-06015
      Chapter 11 Petition filed September 27, 2012
          See http://bankrupt.com/misc/scb12-06015.pdf
          represented by: Robert H. Cooper, Esq.
                          The Cooper Law Firm
                          E-mail: bknotice@thecooperlawfirm.com

In re Graystork Properties LLC
   Bankr. E.D. Va. Case No. 12-74137
      Chapter 11 Petition filed September 27, 2012
          See http://bankrupt.com/misc/vaeb12-74137.pdf
          Filed pro se

In re North Meridian Place LLC
   Bankr. W.D. Wash. Case No. 12-46646
      Chapter 11 Petition filed September 27, 2012
          See http://bankrupt.com/misc/wawb12-46646.pdf
          Filed pro se

In re Olivia Andrewjeski
   Bankr. E.D. Wash. Case No. 12-04192
      Chapter 11 Petition filed September 27, 2012

In re Taylor Management
   Bankr. S.D.N.Y. Case No. 12-14097
     Chapter 11 Petition filed September 29, 2012
         See http://bankrupt.com/misc/nysb12-14097.pdf
         represented by:  Dennis Houdek, Esq.
                         E-mail: denniswhoudek@aol.com

In re Beachside Blue Cafe, Inc.
   Bankr. C.D. Calif. Case No. 12-43208
     Chapter 11 Petition filed October 1, 2012
         See http://bankrupt.com/misc/cacb12-43208.pdf
         represented by: Dheeraj K Singhal, Esq.
                         DCDM Law Group
                         E-mail: dksinghal@dcdmlawgroup.com

In re International Film Fund, LLC
        aka Fabrication Films
   Bankr. C.D. Calif. Case No. 12-43165
      Chapter 11 Petition filed October 1, 2012
          See http://bankrupt.com/misc/cacb12-43165.pdf
          Represented by: Rosendo Gonzalez, Esq.
                          Gonzalez & Assoc APLC
                          E-mail: rossgonzalez@earthlink.net

In re Roland Colton
   Bankr. C.D. Calif. Case No. 12-21529
      Chapter 11 Petition filed October 1, 2012

In re California Equipment, LLC
   Bankr. E.D. Calif. Case No. 12-37635
     Chapter 11 Petition filed October 1, 2012
         See http://bankrupt.com/misc/caeb12-37635.pdf
         Filed pro se

In re Downtown El Cajon Brewery Co., Inc.
   Bankr. S.D. Calif. Case No. 12-13390
     Chapter 11 Petition filed October 1, 2012
         See http://bankrupt.com/misc/casb12-13390.pdf
         represented by: Sasan Mirkarimi, Esq.
                         Mirk Law Group, PLC

In re Jayu Momaya
   Bankr. N.D. Ga. Case No. 12-74657
      Chapter 11 Petition filed October 1, 2012

In re Northlake Manor HOA, Inc.
        dba Northlake Manor Condominium Association
   Bankr. N.D. Ga. Case No. 12-74688
      Chapter 11 Petition filed October 1, 2012
          See http://bankrupt.com/misc/ganb12-74688.pdf
          represented by: Cameron M. McCord, Esq.
                          Jones & Walden, LLC
                          E-mail: cmccord@joneswalden.com

In re Scott Entertainment Group, LLC
   Bankr. N.D. Ga. Case No. 12-74783
     Chapter 11 Petition filed October 1, 2012
         See http://bankrupt.com/misc/ganb12-74783.pdf
         represented by: Will B. Geer, Esq.
                         Law Office of Will Geer
                         E-mail: willgeer@atlbankruptcyhelp.com

In re Robert Futrell
   Bankr. S.D. Ga. Case No. 12-41936
      Chapter 11 Petition filed October 1, 2012

In re Rashid, LLC
   Bankr. N.D. Ill. Case No. 12-39082
     Chapter 11 Petition filed October 1, 2012
         See http://bankrupt.com/misc/ilnb12-39082.pdf
         represented by:  Thomas W. Toolis, Esq.
                         Jahnke, Sullivan & Toolis, LLC
                         E-mail: twt@jtlawllc.com

In re Paul Schold
   Bankr. D. Mass. Case No. 12-43545
      Chapter 11 Petition filed October 1, 2012

In re Full Circle Events, Inc.
   Bankr. D. Nev. Case No. 12-21288
     Chapter 11 Petition filed October 1, 2012
         represented by: Ambrish S. Sidhu, Esq.
                         Sidhu Law Firm
                         E-mail: asidhu@sidhulawfirm.com

In re 1420 Waterloo Place LLC
   Bankr. E.D.N.Y. Case No. 12-47055
     Chapter 11 Petition filed October 1, 2012
         See http://bankrupt.com/misc/nyeb12-47055.pdf
         Filed pro se

In re Byers Office Building, LLC
   Bankr. N.D. Tex. Case No. 12-50403
     Chapter 11 Petition filed October 1, 2012
         See http://bankrupt.com/misc/txnb12-50403.pdf
         represented by: Max Ralph Tarbox, Esq.
                         Tarbox Law, P.C.
                         E-mail: kathy@tarboxlaw.com

In re Royal Bengal, Inc.
   Bankr. N.D. Tex. Case No. 12-36392
     Chapter 11 Petition filed October 1, 2012
         See http://bankrupt.com/misc/txnb12-36392.pdf
         represented by: Eric A. Liepins, Esq.
                         Eric A. Liepins, P.C.
                         E-mail: eric@ealpc.com

In re Precision Houston Investments, Inc.
   Bankr. S.D. Tex. Case No. 12-37362
     Chapter 11 Petition filed October 1, 2012
         See http://bankrupt.com/misc/txsb12-37362.pdf
         represented by: Micheal W Bishop, Esq.
                         Looper Reed
                         E-mail: mbishop@lrmlaw.com

In re Aldo Cordova
   Bankr. W.D. Tex. Case No. 12-31893
      Chapter 11 Petition filed October 1, 2012

In re Dogs & Desmond, L.C.
        aka Dogs & Desmond, LLC
          dba Moody's Feed
            dba Moody's
   Bankr. W.D. Tex. Case No. 12-12253
     Chapter 11 Petition filed October 1, 2012
         See http://bankrupt.com/misc/txwb12-12253.pdf
         represented by: B. Weldon Ponder, Jr., Esq.
                         E-mail: welpon@austin.rr.com

In re Ivonne Cordova
   Bankr. W.D. Tex. Case No. 12-31893
      Chapter 11 Petition filed October 1, 2012

In re Zeitgeist Expressions, Inc.
        dba Zeitgeist Wellness Group
   Bankr. W.D. Tex. Case No. 12-53015
     Chapter 11 Petition filed October 1, 2012
         See http://bankrupt.com/misc/txwb12-53015.pdf
         represented by: Dean William Greer, Esq.
                         E-mail: dwgreer@sbcglobal.net

In re Henry Gilliam
   Bankr. E.D. Va. Case No. 12-15907
      Chapter 11 Petition filed October 1, 2012

In re Richard Smith
   Bankr. E.D. Ark. Case No. 12-15734
      Chapter 11 Petition filed October 2, 2012

In re Danielle Maso
   Bankr. C.D. Calif. Case No. 12-32471
      Chapter 11 Petition filed October 2, 2012

In re Five Star Limousine Service, Inc.
   Bankr. N.D. Ill. Case No. 12-39163
     Chapter 11 Petition filed October 2, 2012
         See http://bankrupt.com/misc/ilnb12-39163.pdf
         Filed as Pro Se

In re Ehron Luiza 2093 LLC
   Bankr. D. Mass. Case No. 12-43556
     Chapter 11 Petition filed October 2, 2012
         See http://bankrupt.com/misc/mab12-43556p.pdf
         See http://bankrupt.com/misc/mab12-43556c.pdf
         represented by: Warren E. Wood, Esq.
                         LAW OFFICE OF WARREN E. WOOD, LLC
                         E-mail: woodattys2009@yahoo.com

In re Marketing Gurus, Inc.
        dba Eyebrows R Us
   Bankr. D. Nev. Case No. 12-21321
     Chapter 11 Petition filed October 2, 2012
         See http://bankrupt.com/misc/nvb12-21321.pdf
         represented by: Matthew Q. Callister, Esq.
                         CALLISTER & ASSOCIATES
                         E-mail: mqc@call-law.com

In re Jersey Integrated HealthPractice, Inc.
   Bankr. D. N.J. Case No. 12-34163
     Chapter 11 Petition filed October 2, 2012
         See http://bankrupt.com/misc/njb12-34163.pdf
         represented by: Bruce J. Wisotsky, Esq.
                         NORRIS, MCLAUGHLIN & MARCUS
                         E-mail: bwisotsky@nmmlaw.com

In re Jeffery Campos
   Bankr. D. N.M. Case No. 12-13651
      Chapter 11 Petition filed October 2, 2012

In re Creative School Portraits, Inc.
        dba Campos Creative School Portraits
   Bankr. D. N.M. Case No. 12-13652
     Chapter 11 Petition filed October 2, 2012
         See http://bankrupt.com/misc/nmb12-13652p.pdf
         See http://bankrupt.com/misc/nmb12-13652c.pdf
         represented by: James T. Burns, Esq.
                         ALBUQUERQUE BUSINESS LAW, P.C.
                         E-mail: james@abqbizlaw.com

In re QuickSuites, LLC
   Bankr. S.D.N.Y. Case No. 12-14116
     Chapter 11 Petition filed October 2, 2012
         See http://bankrupt.com/misc/nysb12-14116.pdf
         represented by: Gabriel Del Virginia, Esq.
                         LAW OFFICES OF GABRIEL DEL VIRGINIA
                         E-mail: gabriel.delvirginia@verizon.net

In re QuickSuites Two LLC
   Bankr. S.D.N.Y. Case No. 12-14117
     Chapter 11 Petition filed October 2, 2012
         See http://bankrupt.com/misc/nysb12-14117.pdf
         represented by: Gabriel Del Virginia, Esq.
                         LAW OFFICES OF GABRIEL DEL VIRGINIA
                         E-mail: gabriel.delvirginia@verizon.net

In re Carter Reese
   Bankr. E.D. Pa. Case No. 12-19376
      Chapter 11 Petition filed October 2, 2012

In re Sarah Reese
   Bankr. E.D. Pa. Case No. 12-19376
      Chapter 11 Petition filed October 2, 2012

In re Edward Pocius
   Bankr. E.D. Pa. Case No. 12-19380
      Chapter 11 Petition filed October 2, 2012

In re Benji's Special Educational Academy
   Bankr. S.D. Tex. Case No. 12-37481
     Chapter 11 Petition filed October 2, 2012
         See http://bankrupt.com/misc/txsb12-37481.pdf
         Filed as Pro Se
In re Lisa Marie Bianco
   Bankr. D. Ariz. Case No. 12-21853
      Chapter 11 Petition filed October 3, 2012

In re Marcy Merin
   Bankr. D. Ariz. Case No. 12-21816
      Chapter 11 Petition filed October 3, 2012

In re Lisa Newman
   Bankr. D. Ariz. Case No. 12-21819
      Chapter 11 Petition filed October 3, 2012

In re Khani Enterprises Inc.
        dba Villa Italian Restaurant
   Bankr. C.D. Calif. Case No. 12-43537
     Chapter 11 Petition filed October 3, 2012
         See http://bankrupt.com/misc/cacb12-43537.pdf
         Represented by: Allan D. Sarver, Esq.
                         Law Offices of Allan D. Sarver
                         E-mail: ADSarver@aol.com

In re The Diamond Meat Company, Ltd.
   Bankr. E.D. Calif. Case No. 12-37769
     Chapter 11 Petition filed October 3, 2012
         See http://bankrupt.com/misc/caeb12-37769p.pdf
         See http://bankrupt.com/misc/caeb12-37769c.pdf
         represented by: Stephen M. Reynolds, Esq.
                         Lundgren & Reynolds, LLP
                         E-mail: sreynolds@lr-law.net

In re Dipankar Ganguly
   Bankr. N.D. Calif. Case No. 12-57232
      Chapter 11 Petition filed October 3, 2012

In re Progressive Properties, Inc.
   Bankr. S.D. Calif. Case No. 12-13482
     Chapter 11 Petition filed October 3, 2012
         See http://bankrupt.com/misc/casb12-13482.pdf
         represented by: Wolfgang F. Hahn, Esq.
                         Wolfgang F. Hahn & Associates
                         E-mail: ellobo1@san.rr.com

In re John Provine
   Bankr. D. Colo. Case No. 12-30581
      Chapter 11 Petition filed October 3, 2012

In re Life Changing Ministries Incorporated
   Bankr. M.D. Fla. Case No. 12-06488
     Chapter 11 Petition filed October 3, 2012
         See http://bankrupt.com/misc/flmb12-06488.pdf
         represented by: Jason A. Burgess, Esq.
                         The Law Offices of Jason A. Burgess, LLC
                         E-mail: jason@jasonaburgess.com

In re David Damerau
   Bankr. S.D. Fla. Case No. 12-33800
      Chapter 11 Petition filed October 3, 2012

In re Buesing Brothers, Inc.
   Bankr. N.D. Ill. Case No. 12-39355
     Chapter 11 Petition filed October 3, 2012
         See http://bankrupt.com/misc/ilnb12-39355.pdf
         represented by: Thomas W. Toolis, Esq.
                         Jahnke, Sullivan & Toolis, LLC
                         E-mail: twt@jtlawllc.com

In re Hari Om, Inc.
   Bankr. N.D. Ind. Case No. 12-33493
     Chapter 11 Petition filed October 3, 2012
         See http://bankrupt.com/misc/innb12-33493.pdf
         represented by: J. Richard Ransel, Esq.
                         Thorne, Grodnik LLP
                         E-mail: jransel@tglaw.us

In re Scrubbles Carpet Cleaning and Restoration, Inc.
   Bankr. S.D. Ind. Case No. 12-11806
     Chapter 11 Petition filed October 3, 2012
         See http://bankrupt.com/misc/insb12-11806.pdf
         represented by: KC Cohen, Esq.
                         KC Cohen, Lawyer, PC
                         E-mail: kc@esoft-legal.com

In re Karen Amundsen
   Bankr. D. Mass. Case No. 12-18066
      Chapter 11 Petition filed October 3, 2012

In re Mark Celentano
   Bankr. D. Mass. Case No. 12-18080
      Chapter 11 Petition filed October 3, 2012

In re My National Tax & Insurance Services, Inc.
   Bankr. D. Md. Case No. 12-28089
     Chapter 11 Petition filed October 3, 2012
         See http://bankrupt.com/misc/mdb12-28089.pdf
         represented by: Charles C. Iweanoge, Esq.
                         The Iweanoges' Firm, PC
                         E-mail: cci@iweanogesfirm.com

In re Wieslawa Girt
   Bankr. D.N.J. Case No. 12-34267
      Chapter 11 Petition filed October 3, 2012

In re Yong Pak
   Bankr. D.N.J. Case No. 12-34262
      Chapter 11 Petition filed October 3, 2012

In re Tayag, Inc.
        dba Gryphons Bar
   Bankr. S.D.N.Y. Case No. 12-23771
     Chapter 11 Petition filed October 3, 2012
         See http://bankrupt.com/misc/nysb12-23771.pdf
         represented by: Jonathan S. Pasternak, Esq.
                         Rattet Pasternak, LLP
                         E-mail: jsp@rattetlaw.com

In re Pennfield Transport Company
   Bankr. E.D. Pa. Case No. 12-19431
     Chapter 11 Petition filed October 3, 2012
         See http://bankrupt.com/misc/paeb12-19431p.pdf
         See http://bankrupt.com/misc/paeb12-19431c.pdf
         represented by: Aris J. Karalis, Esq.
                         Robert W. Seitzer, Esq.
                         Maschmeyer Karalis P.C.
                         Email: akaralis@cmklaw.com
                                rseitzer@cmklaw.com

In re Jaime Catala, Inc.
   Bankr. D.P.R. Case No. 12-07892
     Chapter 11 Petition filed October 3, 2012
         See http://bankrupt.com/misc/prb12-07892.pdf
         represented by: Luis D Flores Gonzalez, Esq.
                         Luis D Flores Gonzalez Law Office
                         E-mail: ldfglaw@coqui.net

In re TSM Houston, Inc.
   Bankr. S.D. Tex. Case No. 12-37519
     Chapter 11 Petition filed October 3, 2012
         See http://bankrupt.com/misc/txsb12-37519p.pdf
         See http://bankrupt.com/misc/txsb12-37519c.pdf
         represented by: Patrick F. Timmons, Jr., Esq.
                         Law Offices of Patrick F. Timmons Jr.
                         E-mail: p_timmons@earthlink.net

In re Scott Harrington
   Bankr. D. Ariz. Case No. 12-21913
      Chapter 11 Petition filed October 4, 2012

In re Carol Brewer
   Bankr. D. Ariz. Case No. 12-22014
      Chapter 11 Petition filed October 4, 2012

In re River Town Enterprises Inc.
   Bankr. E.D. Ark. Case No. 12-15790
     Chapter 11 Petition filed October 4, 2012
         See http://bankrupt.com/misc/areb12-15790.pdf
         represented by: A. Jan Thomas, Jr., Esq.
                         E-mail: ajt827@comcast.net

In re American West Regional Center, LLC
   Bankr. C.D. Calif. Case No. 12-21654
     Chapter 11 Petition filed October 4, 2012
         See http://bankrupt.com/misc/cacb12-21654.pdf
         represented by: Robert S. Altagen, Esq.
                         LAW OFFICES OF ROBERT S. ALTAGEN
                         E-mail: rsaink@earthlink.net

In re Church Of God In Christ, Inc., Del Jurisdiction
   Bankr. D. Del. Case No. 12-12774
     Chapter 11 Petition filed October 4, 2012
         See http://bankrupt.com/misc/deb12-12774.pdf
         represented by: Nicholas H. Rodriguez, Esq.
                         SCHMITTINGER & RODRIGUEZ


In re Southeast Water Systems, Inc.
   Bankr. M.D. Fla. Case No. 12-15177
     Chapter 11 Petition filed October 4, 2012
         See http://bankrupt.com/misc/flmb12-15177.pdf
         represented by: Joel S. Treuhaft, Esq.
                         PALM HARBOR LAW GROUP, P.A.
                         E-mail: jstreuhaft@yahoo.com

In re Basic Fire Protection, Inc.
   Bankr. N.D. Ill. Case No. 12-39570
     Chapter 11 Petition filed October 4, 2012
         See http://bankrupt.com/misc/ilnb12-39570.pdf
         represented by: David P. Lloyd, Esq.
                         DAVID P. LLOYD, LTD.
                         E-mail: courtdocs@davidlloydlaw.com

In re Christopher Emanuel
   Bankr. D. Md. Case No. 12-28109
      Chapter 11 Petition filed October 4, 2012

In re Davenport Beverage Corporation
   Bankr. D. Mass. Case No. 12-43583
     Chapter 11 Petition filed October 4, 2012
         See http://bankrupt.com/misc/mab12-43583.pdf
         represented by: Edmund L. Myers, Esq.
                         E-mail: elm.esq@comcast.net

In re Davinder Bajwa
   Bankr. D. Nev. Case No. 12-52327
      Chapter 11 Petition filed October 4, 2012

In re RainEater, LLC
   Bankr. W.D. Pa. Case No. 12-11421
     Chapter 11 Petition filed October 4, 2012
         See http://bankrupt.com/misc/pawb12-11421.pdf
         Filed as Pro Se

In re Carlos Roldan Delgado
   Bankr. D. P.R. Case No. 12-07928
      Chapter 11 Petition filed October 4, 2012

In re Kenneth Rose
   Bankr. E.D. Tenn. Case No. 12-15103
      Chapter 11 Petition filed October 4, 2012

In re Shin Kim
   Bankr. E.D. Va. Case No. 12-15976
      Chapter 11 Petition filed October 4, 2012

In re W. Rademann
   Bankr. E.D. Wis. Case No. 12-34495
      Chapter 11 Petition filed October 4, 2012

In re Eazy Express, Inc.
   Bankr. C.D. Calif. Case No. 12-43789
     Chapter 11 Petition filed October 5, 2012
         See http://bankrupt.com/misc/cacb12-43789.pdf
         represented by: Michael Jay Berger, Esq.
                         Law Offices of Michael Jay Berger
                         Email:
michael.berger@bankruptcypower.com

In re Diane Stone-Barty
   Bankr. E.D. Calif. Case No. 12-92638
     Chapter 11 Petition filed October 5, 2012
         Filed pro se

In re Herbert Perry
   Bankr. N.D. Calif. Case No. 12-48228
      Chapter 11 Petition filed October 5, 2012

In re Michael Litton
   Bankr. N.D. Calif. Case No. 12-32845
      Chapter 11 Petition filed October 5, 2012

In re Gerald Miller
   Bankr. M.D. Fla. Case No. 12-06567
      Chapter 11 Petition filed October 5, 2012

In re Roger Snyder
   Bankr. M.D. Fla. Case No. 12-06548
      Chapter 11 Petition filed October 5, 2012

In re Seascape Aquarium, Inc.
   Bankr. M.D. Fla. Case No. 12-15215
     Chapter 11 Petition filed October 5, 2012
         See http://bankrupt.com/misc/flmb12-15215.pdf
         represented by: Benjamin G. Martin, Esq.
                         Law Offices of Benjamin Martin
                         E-mail: skipmartin@verizon.net

In re Brookfield Square Condominium Association, Inc.
   Bankr. S.D. Fla. Case No. 12-34026
     Chapter 11 Petition filed October 5, 2012
         See http://bankrupt.com/misc/flsb12-34026.pdf
         represented by: David W. Langley, Esq.
                         E-mail: dave@flalawyer.com

In re The Point at Post Falls, LLC
        dba Post Falls Landing
   Bankr. D. Idaho Case No. 12-21156
     Chapter 11 Petition filed October 5, 2012
         See http://bankrupt.com/misc/idb12-21156p.pdf
         See http://bankrupt.com/misc/idb12-21156c.pdf
         Filed pro se

In re Empire Coachworks International, LLC
   Bankr. D.N.J. Case No. 12-34464
     Chapter 11 Petition filed October 5, 2012
         See http://bankrupt.com/misc/njb12-34464p.pdf
         See http://bankrupt.com/misc/njb12-34464c.pdf
         represented by: Donald F. Campbell, Jr., Esq.
                         Giordano Halleran & Ciesla, P.C.
                         E-mail: dcampbell@ghclaw.com

In re Gary Gray
   Bankr. W.D. Wash. Case No. 12-46861
      Chapter 11 Petition filed October 5, 2012

In re Florence Degenhardt
   Bankr. W.D. Wis. Case No. 12-15559
      Chapter 11 Petition filed October 5, 2012



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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, Carmel
Paderog, Meriam Fernandez, 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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