TCR_Public/130812.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, August 12, 2013, Vol. 17, No. 222


                            Headlines

1ST FINANCIAL: CFO Quits for Personal Reasons
22ND CENTURY: Incurs $446,000 Net Loss in Second Quarter
30DC INC: Reports Major Increase in Usage for MagCast Publishers
3100 DUMBARTON: BofA Has Priority Liens in Estate's Assets
ACCESS MIDSTREAM: Moody's Revises Outlook on Ba2 CFR to Positive

ADVANCED METALLURGICAL: Posts Net Loss in Q2; Gets Covenant Waiver
AFFYMAX INC: Swings to $15.4-Mil. Net Income in Second Quarter
ANTIOCH COMPANY: May Use Estate Funds to Reopen Prior Case
APPLIED MINERALS: Obtains $10.5 Million in Financing
APPVION INC: Incurs $18.9 Million Net Loss in Second Quarter

ARCH COAL: Bank Debt Trades at 4% Off
ASPEN GROUP: Whalehaven Capital Reports 5.8% Equity Stake
ASPEN GROUP: Registers Combined Offering of 28.5-Mil. Shares
ATARI INC: Marks Paneth Approved as 401(k) Plan Auditor
BALLY TECHNOLOGIES: Moody's Rates Existing $700MM Revolver 'Ba3'

BANK OF WAUSAU: Nicolet National Assumes All of Bank's Deposits
BENEDICT COLLEGE: Moody's Withdraws Ratings After Full Redemption
BERRY PLASTICS: Posts $40-Mil. Net Income in June 29 Quarter
BIOZONE PHARMACEUTICALS: Delays Form 10-Q for Second Quarter
BLUE SPRINGS FORD: Amended Plan Declared Effective

BOMBARDIER INC: DBRS Assigns 'BB' Issuer Rating
BUFFALO PARK: Laufer and Padjen Approved as Bankruptcy Counsel
BUFFALO PARK: Court Sets Sept. 3 Claims Bar Date
BUFFALO PARK: Must File Chapter 11 Plan by Aug. 16
BUFFALO PARK: Has Green Light to Hire Valuation Appraisals

CANFOR CORP: DBRS Confirms Issuer & Senior Notes Rating at 'BB'
CAESARS ENTERTAINMENT: Bank Debt Trades at 11% Off
CENTRAL ILLINOIS ENERGY: Oberlander Summary Judgment Bid Denied
CITIZENS CORP: Court Rejects Investment Broker's Claims
CLEAR CHANNEL: Bank Debt Trades at 7% Off

CLIFTON HIGHER: S&P Cuts Revenue Bonds Rating to 'B+'
COMMUNITYONE BANCORP: Incurs $3.2 Million Net Loss in 2nd Quarter
COMSTOCK MINING: Incurs $5.5 Million Net Loss in Second Quarter
COOPER-BOOTH WHOLESALE: Barley Snyder Okayed as Collection Counsel
COOPER-BOOTH WHOLESALE: Devine Law Offices Okayed as Labor Counsel

COOPER-BOOTH WHOLESALE: SSA Advisor Approved as Investment Banker
DENVER PARENT: S&P Assigns 'B-' CCR & Rates $250MM Notes 'CCC'
DOUGLAS PLACE: RTC Fails to Bar New Stream From Selling Stake
EASTMAN KODAK: OEPA Questions Release Provision of Plan
EASTMAN KODAK: Wins Approval of Deal Protecting Spectra's Rights

EASTMAN KODAK: Time to Remove Civil Actions Moved to Dec. 9
ECOSPHERE TECHNOLOGIES: Fidelity National Now Holds 39% of EES
ELEPHANT TALK: Provides Update on Company Development
ELITE PHARMACEUTICALS: Extends Bridge Loan Maturity to 2014
ELITE PHARMACEUTICALS: Appoints N. Hakim as CEO & President

ENDEAVOUR INTERNATIONAL: Had $14.3-Mil. Net Loss in 2nd Quarter
FIRST BANKS: Posts $9.6 Million Net Income in Second Quarter
FIRST COMMUNITY BANK: C1 Bank Assumes All of Bank's Deposits
FL.INVEST.USA INC: Case Survives Dismissal But Converted to Ch.7
FLORIDA GAMING: Silvermark Extends SPA Expiration to Aug. 30

FREESEAS INC: Issues 900,000 Add'l Settlement Shares to Hanover
FREESEAS INC: Debt Purchase and Settlement Pact Takes Effect
GARDEN RIDGE: Appeals Court Reviews Ruling in Suit v. Clear Lake
GARY PHILLIPS: Has Until Sept. 30 to Access Cash Collateral
GATEHOUSE MEDIA: Posts $119.6 Million of Revenue in 2nd Quarter

GELTECH SOLUTIONS: Amends 2.8 Million Shares Resale Prospectus
GENERAL STEEL: Posts $10.5 Million Net Income in 1st Quarter
GLOBALSTAR INC: Amends Terms of $586.3 Million Secured Facility
GRAY TELEVISION: S&P Raises CCR to 'B+' on Lower Leverage
GSE HOLDING: Posts Net Loss in Q2; Obtains Waiver of Default

HALCON RESOURCES: S&P Assigns 'CCC+' Issue-Level Rating
HINESLEY FAMILY LTD: Charles Hinesley's Wage Claim Is Unsecured
HUSTAD INVESTMENT: Investor to Make $4MM Loan to Fund Plan Payment
INDIGO-ENERGY INC: Settles "Chiesa" Litigation
INFUSYSTEM HOLDINGS: To Release Second Quarter Results on Aug. 13

INOVA TECHNOLOGY: Incurs $6.6 Million Net Loss in Fiscal 2013
INTELLICELL BIOSCIENCES: Ironridge Warns Assets Foreclosure
INTELLICELL BIOSCIENCES: Ironridge Had 9% Equity Stake at July 29
INTERNET SPECIALTIES: Court Issues Amended Order on Receiver Fees
IRON MOUNTAIN: S&P Rates Senior Unsecured Notes 'BB-'

IRON MOUNTAIN: Moody's Rates Proposed $750MM Senior Notes 'Ba1'
ISOTONER CORP: Moody's Affirms 'B3' CFR & Senior Term Loan Rating
ISTAR FINANCIAL: Files Form 10-Q, Incurs $14.4MM Net Loss in Q2
J. JILL: Improving Performance Prompts Moody's to Raise CFR to B3
K-V PHARMACEUTICAL: Glenview Owns 13% of Class A Shares

KINETIC CONCEPTS: S&P Lowers Second Lien Rating to 'B-'
KINETIC CONCEPTS: Moody's Lowers Sr. Term Loan Rating to 'Ba3'
LAKELAND INDUSTRIES: LKL Investments to Sell 1.1 Million Shares
LEO MOTORS: Thomas Cheong Replaces Bruce Lee as CFO
LEVEL 3: Files Form 10-Q, Had $24 Million Net Loss in 2nd Quarter

LHC LLC: Leafs Hockey Club Expected to File Plan in September
LIGHTSQUARED INC: Harbinger Sues GPS Device Makers for $1.9BB
LIME ENERGY: In Talks with PNC Bank on Forbearance Agreement
LINDEMUTH INC: Sold 3 Properties for $750,000
LINDEMUTH INC: Hiring Colliers International/Winbury Realty

LINDEMUTH INC: Envista Credit Union et al. Seek to Pursue Claims
LIGHTSQUARED INC: Court Dismisses Bid to Enforce Exclusivity Order
LIQUIDMETAL TECHNOLOGIES: Incurs $1.9 Million Net Loss in Q2
LIVE NATION: S&P Raises CCR to 'BB-' on Stable Performance
LIVE NATION: Moody's Rates Senior Unsecured Notes 'B3'

LUCA TECHNOLOGIES: Natural Gas Company Files Bankruptcy
MEDIA GENERAL: Obtains $945 Million Secured Facility
MENASHA, WI: Moody's Rates $12.8MM Debt 'Ba2', Outlook Stable
MEMORIAL GROUP: S&P Assigns BB+ LT Rating on $157MM Revenue Bonds
MGM RESORTS: Incurs $92.9 Million Net Loss in Second Quarter

MOBIVITY HOLDINGS: Amends Report to Reflect FDI Acquisition
MORGANS HOTEL: Files Form 10-Q, Incurs $19MM Net Loss in Q2
MORGANS HOTEL: Incurs $16.2 Million Net Loss in Second Quarter
MOULTONBOROUGH HOTEL: 1st Cir. Upholds Seniority of SFG Mortgage
MOUNT CLEMENS: Moody's Lowers GOULT Ratings to 'Ba3'

MOXIE LIBERTY: S&P Give 'B' Prelim. Ratings to $600MM Debt
MUSCLEPHARM CORP: Arnold Schwarzenegger Holds 7% Equity Stake
N-VIRO INTERNATIONAL: Fails to Pay $455,000 Debenture
NEOMEDIA TECHNOLOGIES: Incurs $30.4 Million Net Loss in 2nd Qtr.
NEONODE INC: Reports $3.1 Million Net Loss in Second Quarter

OPTIMUMBANK HOLDINGS: Incurs $2.3 Million Net Loss in 2nd Quarter
ORCKIT COMMUNICATIONS: Networks Warns Termination of SIA
PATRIOT COAL: Miners and Supporters to Protest at Peabody HQ
PONTIAC CITY: Moody's Cuts GOULT Rating to Caa1; GOLT to Caa2
PROCESS CONTROLS: Maker of Transmitters Seeks Ch.11 Protection

PROSPECT MEDICAL: Moody's Alters Outlook to Stable & Keeps B2 CFR
PULSE ELECTRONICS: Incurs $5.2 Million Net Loss in 2nd Quarter
QUALITY DISTRIBUTION: Had $31.1 Million Net Loss in 2nd Quarter
QUANTUM FUEL: Issues 751,780 Common Shares to Crede
QUATERRA RESOURCES: NYSE MKT Accepts Listing Compliance Plan

QUICKSILVER RESOURCES: NGTL Terminates Komie North Project
QUICKSILVER RESOURCES: Posts $242.5MM Net Income in 2nd Quarter
R.K. BEST INC: UCB Best Inn May Pursue Foreclosure Suit
RBS GLOBAL: Moody's Rates $1.9-Bil. Term Loan B2; Affirms B2 CFR
REALOGY CORP: Amends Q2 Form 10-Q for Typographical Error

REVSTONE INDUSTRIES: Aug. 22 Hearing on Plan Disclosure Statement
REVSTONE INDUSTRIES: U.S. Trustee Balks at Sale of All Assets
REVSTONE INDUSTRIES: Wants Until Oct. 31 to File Chapter 11 Plan
REXNORD LLC: S&P Rates New $2.2BB Secured Credit Facility 'B+'
RG STEEL: Sues BridgePlatforms to Seek Payment of $24,697

RIVERBANK REDEVELOPMENT: S&P Cuts LT Rating on 2007 Bonds to 'D'
ROSETTA GENOMICS: Shareholders OK All Proposals at Annual Meeting
RURAL/METRO: Meeting to Form Creditors' Panel on Wednesday
SANITARY & IMPROVEMENT DISTRICT 249: Files Chapter 9 Bankruptcy
SANUWAVE HEALTH: $2.2MM Note Converted Into 10.9MM Shares

SIMON WORLDWIDE: Amends 23.8MM Shares Rights Offering Prospectus
SB PARTNERS: SRE Clearing Held 38% of Units Outstanding at Aug. 2
SPECTRUM BRANDS: Fitch to Rate New Term Loans 'BB-'
SPIRIT AEROSYSTEMS: Moody's Says Gulfstream Charges Credit Neg.
SWIFT AIR: Secures Add'l Funding; Prepares to Exit Bankruptcy

STERLING CONSTRUCTION: Posts Net Loss in Q2; Gets Covenant Waiver
TALON INTERNATIONAL: L. Schnell held 7% Equity Stake at July 12
TALON INTERNATIONAL: L. Dyne Held 7% Equity Stake at July 12
TRANSGENOMIC INC: Incurs $3 Million Net Loss in Second Quarter
THERAPEUTICSMD INC: Incurs $6 Million Net Loss in Second Quarter

TRANSGENOMIC INC: Incurs $2.8 Million Net Loss in 2nd Quarter
TRINITY COAL: Seeks Increase of DIP Loan, Extension of Maturity
TRINITY COAL: Wants Key Employee Retention Program Approved
TRIUS THERAPEUTICS: Incurs $19.6 Million Net Loss in 2nd Quarter
TXU CORP: Bank Debt Trades at 30% Off

UNI-PIXEL INC: Incurs $4.7 Million Net Loss in Second Quarter
USEC INC: Incurs $40.9 Million Net Loss in Second Quarter
UNIVERSAL BIOENERGY: Board Approves Changes of Fiscal Year
VITESSE SEMICONDUCTOR: Incurs $6.4-Mil. Net Loss in June 30 Qtr.
VIGGLE INC: Unveils Viggle Audience Network

WAVE SYSTEMS: Had $3.5 Million Net Loss in Second Quarter
WIRELESS CAPITAL: Fitch Rates Class 2013-1B Notes 'BB-'
WOODS RESTORATION: Liable for Repair Damages on Margalits' Heater
XZERES CORP: Incurs $7.6 Million Net Loss in Fiscal 2013

* Fitch: Loss Rates Starting to Normalize for U.S. Auto Lenders
* Fitch: New US Container ABS Issuance Rising, Though Risks Remain

* Moody's Sees Extended Downturn Ahead for US Coal Producers
* Moody's Changes Outlook on US Coal Sector to Stable
* Moody's Expects Stable Performance of Canadian Banking System

* Experts Discuss Alternatives to Chapter 11 Bankruptcy

* BOND PRICING -- For The Week From Aug. 5 to 9, 2013

                            *********

1ST FINANCIAL: CFO Quits for Personal Reasons
---------------------------------------------
Holly L. Schreiber informed the Board of Directors of 1st
Financial Services Corporation of her decision to resign her
positions of executive vice president, chief financial officer,
and treasurer of the Company and its wholly owned subsidiary,
Mountain 1st Bank & Trust Company.  Ms. Schreiber's resignation,
effective the end of August, was necessitated by an out-of-state
move to be closer to family.

                       About 1st Financial

Hendersonville, North Carolina-based 1st Financial Services
Corporation is the bank holding company for Mountain 1st Bank &
Trust Company.  1st Financial has essentially no other assets or
liabilities other than its investment in the Bank.  1st
Financial's business activity consists of directing the activities
of the Bank.  The Bank has a wholly owned subsidiary, Clear Focus
Holdings LLC.

The Bank was incorporated under the laws of the state of North
Carolina on April 30, 2004, and opened for business on May 14,
2004, as a North Carolina chartered commercial bank.  At Dec. 31,
2011, the Bank was engaged in general commercial banking primarily
in nine western North Carolina counties: Buncombe, Catawba,
Cleveland, Haywood, Henderson, McDowell, Polk, Rutherford, and
Transylvania.

The Bank's primary market area is southwestern North Carolina.

1st Financial disclosed net income of $1.27 million in 2012, as
compared with a net loss of $20.47 million in 2011.

Elliott Davis, PLLC, in Greenville, South Carolina, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has suffered recurring losses that
have eroded regulatory capital ratios, and the Company's wholly
owned subsidiary, Mountain 1st Bank & Trust Company, is under a
regulatory Consent Order with the Federal Deposit Insurance
Corporation and the North Carolina Commissioner of Banks that
requires, among other provisions, capital ratios to be maintained
at certain heightened levels.  In addition, the Company is under a
written agreement with the Federal Reserve Bank of Richmond that
requires, among other provisions, the submission and
implementation of a capital plan to improve the Company and the
Bank's capital levels.  As of Dec. 31, 2012, both the Bank and the
Company are considered "significantly undercapitalized" based on
their respective regulatory capital levels.  These considerations
raise substantial doubt about the Company's ability to continue as
a going concern.

1st Financial's balance sheet at March 31, 2013, showed
$697.46 million in total assets, $677.74 million in total
liabilities, and $19.72 million in total stockholders' equity.


22ND CENTURY: Incurs $446,000 Net Loss in Second Quarter
--------------------------------------------------------
22nd Century Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss attributed to common shareholders of $445,955 on $0 of
revenue for the three months ended June 30, 2013, as compared with
net income attributed to common shareholders of $141,767 on $0 of
revenue for the same period a year ago.

For the six months ended June 30, 2013, the Company reported a net
loss attributed to common shareholders of $2.95 million on $0 of
revenue, as compared with a ne tloss attributed to common
shareholders of $1.98 million on $0 of revenue for the same period
during the prior year.

22nd Century incurred a net loss of $6.73 million in 2012, as
compared with a net loss of $1.34 million in 2011.

As of June 30, 2013, the Company had $3.16 million in total
assets, $10.37 million in total liabilities and a $7.21 million
total shareholders' deficit.

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

                        http://is.gd/awYVgo

                        About 22nd Century

Clarence, New York-based 22nd Century Group, Inc., through its
wholly-owned subsidiary, 22nd Century Ltd, is a plant
biotechnology company using technology that allows for the level
of nicotine and other nicotinic alkaloids (e.g., nornicotine,
anatabine and anabasine) in tobacco plants to be decreased or
increased through genetic engineering and plant breeding.

Freed Maxick CPAs, P.C., in Buffalo, New York, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that 22nd Century has suffered recurring losses from operations
and as of Dec. 31, 2012, has negative working capital of
$3.3 million and a shareholders' deficit of $6.1 million.
Additional capital will be required during 2013 in order to
satisfy existing current obligations and finance working capital
needs as well as additional losses from operations that are
expected in 2013.


30DC INC: Reports Major Increase in Usage for MagCast Publishers
----------------------------------------------------------------
30DC, Inc., said management believes in early results that there
has been a significant increase in total downloads and usage
sessions for MagCast publishers who have installed the latest
version of the Company's Magcast software which has enabled the
publishers to offer iPhone and text versions of their
publications.

MagCast publishers who have created an iPhone edition are
experiencing a dramatic increase in downloads and user sessions
network-wide.  The potential number of iOS devices that MagCast
publishers can target has increased over 300 percent, with 600
million iOS users - made up of some 140 million iPads and 460
million iPhones and iPods.

With the release of the new version, MagCast publishers now have
the additional flexibility to choose the type of edition they want
to deliver.  The scaled-back text version - with its responsive
design, features an optimized, small screen providing easy reading
and navigation, with a minimum of resizing, panning and
scrolling.  This makes it ideally optimized for viewing  across a
wide range of devices - especially the iPhone.

George Slater, publisher of My Salon Success, a magazine about
marketing, retail and lead generation strategies and ideas for the
professional beauty and hair salon owner, reported his user
sessions have increased almost 50 percent, while his downloads
have also nearly doubled since he made the iPhone text version
available on Newsstand.

Mr Slater stated, "30DC is the first company on the planet to
figure out how to use Newsstand as a complete digital marketing
platform.  Most other publishing platforms were designed with the
print industry in mind and to create digital replicas of existing
print publications.  As an example of a MagCast marketing
feature, he points to the powerful "News" tab at the bottom of My
Salon Success's  Newsstand  content landing page.  My Salon
Success uses the News tab -like a website RSS feed to update
subscribers by strategically sending messages specifically
designed to drive  engagement  and  consumption  of the magazine's
content."

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

                        http://is.gd/0M1tfh

                          About 30DC Inc.

New York-based 30DC, Inc., provides Internet marketing services
and related training to help Internet companies in operating their
businesses.  It operates in two divisions, 30 Day Challenge and
Immediate Edge.

30DC's annual report for the fiscal year ended June 30, 2012,
shows net income of $32,207 on $2.91 million of total revenue as
compared with a net loss of $1.44 million on $1.89 million of
total revenue the year before.  As of Sept. 30, 2012, the Company
had $2.25 million in total assets, $2.41 million in total
liabilities and a $166,465 total stockholders' deficiency.

Marcum LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended June 30,
2012.  The independent auditors noted that the Company has a
working capital deficit and stockholders' deficiency as of
June 30, 2012.


3100 DUMBARTON: BofA Has Priority Liens in Estate's Assets
----------------------------------------------------------
Bankruptcy Judge S. Martin Teel, Jr., granted summary judgment in
favor Bank of America, N.A., holding that the Bank is a holder of
a first priority lien on a property owned by Debtor 3100 Dumbarton
DC, LLC.

The Bank filed an adversary complaint relating to a Dec. 27, 2006
Deed of Trust against the Debtor's real property and improvements
located at 3100 Dumbarton Street, NW, Washington D.C.

The Deed of Trust was executed in favor of Wells Fargo Bank, N.A.,
to secure a promissory note obligation of the debtor's principal,
Marc Teren.  In turn, Wells Fargo assigned the Deed of Trust and
the promissory note to Bank of America.

Bank of America filed a motion for summary judgment, contending
that the Deed of Trust securing the promissory note obligation is
enforceable against the Property because it was properly executed
on behalf of Dumbarton by Dumbarton's Managing Member, Marc Teren,
in his capacity as the Managing Member of Dumbarton.

Dumbarton, by contrast, contended that Teren executed the Deed of
Trust in his capacity as an individual, and not as Managing Member
of Dumbarton, and as such, the Deed of Trust is not enforceable
against the Property.

Judge Teel ruled against the Debtor's assertions.

The adversary complaint is Bank of America, N.A., Plaintiff, v.
3100 Dumbarton DC, LLC, Defendant, Adv. Proc. No. 12-10041 (Bankr.
D.C.)  A copy of Judge Teel's July 18, 2013 Memorandum Decision is
available at http://is.gd/nq3HH4from Leagle.com.


ACCESS MIDSTREAM: Moody's Revises Outlook on Ba2 CFR to Positive
----------------------------------------------------------------
Moody's Investors Service changed Access Midstream Partners,
L.P.'s rating outlook to positive from stable and affirmed the
partnership's Ba2 Corporate Family Rating and Ba3 senior notes
ratings.

"Access Midstream's strong execution on its growth capital
spending and rising cash flows since its acquisition of Chesapeake
Energy's midstream assets in December 2012 supports the positive
outlook," commented Pete Speer, Moody's Vice-President. "The
partnership's growing asset base and declining financial leverage
could lead to a ratings upgrade in 2014."

Issuer: Access Midstream Partners, L.P.

Outlook Actions:

  Outlook, Changed To Positive From Stable

Affirmations:

  Probability of Default Rating, Affirmed Ba2-PD

  Corporate Family Rating, Affirmed Ba2

  Subordinated Shelf, Affirmed (P)B1

  Senior Unsecured Shelf, Affirmed (P)Ba3

  $350M 5.875% Senior Unsecured Regular Bond/Debenture, Affirmed
  Ba3

  $750M 6.125% Senior Unsecured Regular Bond/Debenture, Affirmed
  Ba3

  $1400M 4.875% Senior Unsecured Regular Bond/Debenture, Affirmed
  Ba3

Ratings Rationale:

ACMP's Ba2 CFR is supported by the stability of its substantially
all fee-based revenues, contractually limited volume risk and
broad geographic and basin diversification. These positive
attributes are tempered by the partnership's high customer
concentration with Chesapeake Energy (Ba2 stable) and large growth
capital spending over the next three years that entails
operational execution and funding risks. ACMP's outstanding debt
was significantly increased by the December 2012 acquisition of
Chesapeake's midstream assets, but the partnership's financial
leverage metrics are improving as it completes planned growth
capital spending and funds those expenditures with a substantial
amount of equity.

The partnership operates natural gas gathering and other midstream
assets in the Barnett Shale, Haynesville Shale, Greater Granite
Wash, Permian Basin, Eagle Ford, Niobrara, Anadarko Basin, Utica
and Marcellus Shale. Its gas gathering throughput is among the
largest in the midstream industry with a very diversified
geographical footprint and exposure to oil and high natural gas
liquid content plays, in addition to natural gas. ACMP expects
capital spending of $1.7 to $1.8 billion in 2013, with most of the
investment focused on additional gathering assets in the Eagle
Ford and Marcellus plays along with gathering, processing and
fractionation facilities in the Utica Shale. The partnership's
strong basin and commodity diversification is somewhat offset by
its high customer concentration with Chesapeake Energy, which
accounted for 75% of natural gas volumes on its gathering systems
in the second quarter of 2013.

Using ACMP's second quarter 2013, adjusted EBITDA on an annualized
basis to reflect the earnings from the acquired assets and follow
on capital expenditures, the partnership's Debt/EBITDA was about
4x at June 30, 2013. If the partnership continues to successfully
complete its large capital spending program with meaningful equity
funding, its financial leverage will decline to levels that could
support an upgrade to Ba1. With its increasing size and scale,
Debt/EBITDA sustained under 4x could result in a ratings upgrade.
While it appears unlikely based on current trends, the ratings
could be downgraded if the partnership's leverage rises over 5x
because of project cost overruns, insufficient equity funding,
acquisitions and/or weaker than expected earnings.

The principal methodology used in rating Access Midstream
Partners, L.P. was the Global Midstream Energy Industry
Methodology published in December 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.

Access Midstream Partners, L.P. is a publicly traded midstream
energy master limited partnership that is headquartered in
Oklahoma City, Oklahoma. The Williams Companies (Williams, Baa3
stable) and Global Infrastructure Partners (unrated) each own 50%
of ACMP's general partner and a sizable proportion of its limited
partner interests.


ADVANCED METALLURGICAL: Posts Net Loss in Q2; Gets Covenant Waiver
------------------------------------------------------------------
AMG Advanced Metallurgical Group N.V. on Aug. 9 reported second
quarter 2013 revenue of $291.5 million, a 9% decrease from $319.6
million in the second quarter 2012.

EBITDA decreased 4% to $22.2 million in the second quarter 2013
from $23.2 million in the second quarter 2012.  Net loss
attributable to shareholders for the second quarter 2013 was $42.2
million, or ($1.53) per fully diluted share, compared to a loss of
$2.5 million, or ($0.09) in the second quarter 2012.

Dr. Heinz Schimmelbusch, Chairman of the Management Board and CEO,
said, "Business conditions deteriorated during the second quarter
2013.  Stable markets in North America were not enough to offset
lower growth in Asia and a contraction in Europe.  This resulted
in sharp declines in specialty metal prices, which particularly
affected AMG Processing and AMG Mining.  AMG adjusted its business
model to adapt to current market conditions, and took
restructuring and non-cash asset impairment expenses related to
AMG Engineering and AMG Mining.  AMG also increased its focus on
cost reductions and on positioning the business for improved cash
flow generation.  Management's actions resulted in strong cash
flows from operating activities, significant debt reduction, and
improved the business' ability to grow in the long term despite
this challenging environment."

AMG Processing's second quarter 2013 revenue decreased $23.8
million, or 14%, to $144.6 million.  The decrease in revenue was
primarily the result of significant price and volume declines
across most materials, resulting in 26%, 20%, and 6% decreases in
revenue from AMG Vanadium, AMG Superalloys, and AMG Aluminum,
respectively, compared to the second quarter 2012.  Prices and
volumes decreased across most of AMG Processing's materials due to
the slowing Chinese economy and the stagnant European market.

The second quarter 2013 gross margin decreased to 12% from 15% in
the second quarter 2012.  AMG Processing's margins were affected
significantly by declining metal prices.  In addition, a 70%
decline in coatings gross margins, primarily due to sharp declines
in solar coatings, was only partially offset by a 19% increase in
AMG Aluminum gross margins.  The increase in AMG Aluminum gross
margins resulted from productivity improvements and
rationalization of lower margin products.  Excluding the $0.7
million in allocated corporate restructuring expense, the second
quarter 2013 operating profit would be $5.0 million.

The second quarter 2013 EBITDA decreased $4.0 million, to 6% of
revenue from 7% of revenue in the second quarter 2012.  The EBITDA
decrease was the result of the $7.0 million decrease in gross
profit offset by a $1.5 million decrease in SG&A personnel
expenses.

Capital expenditures were $4.3 million for the second quarter
2013, a 37% increase from the second quarter 2012.  Capital
investments made in the second quarter included $0.9 million for
the expansion of the spent catalyst recycling facility for
ferrovanadium production, $0.4 million for expansion of high
purity chrome metal production and maintenance expenditures of
$1.9 million.

AMG Engineering's second quarter 2013 revenue increased $1.2
million, or 2%, to $66.6 million.  Revenue from nuclear furnaces
increased 72% to $8.4 million and casting and sintering furnace
systems revenue increased 34% to $13.3 million.  These increases
were mitigated by 45% and 20% decreases in revenues from heat
treatment furnaces and remelting furnaces, respectively, compared
to the second quarter 2012.

Order backlog increased 10% to $145.2 million at June 30, 2013
from $132.2 million at March 31, 2013 as the business realized a
number of delayed orders from the first quarter.  AMG Engineering
generated order intake of $76.4 million in the second quarter
2013, a 110% increase compared to the second quarter 2012 and a
1.15x book to bill ratio.  Heat treatment furnaces were the
largest portion of the order intake, accounting for 38% of the
total.

The second quarter 2013 gross margin increased to 27%, from 23% in
the second quarter 2012.  Improved profitability on certain large
projects and an increased focus on cost control were the primary
drivers of the increase in gross margin.  Excluding the $14.2
million of non-cash asset impairments and the $4.4 million in
Engineering and allocated corporate restructuring expense, the
second quarter 2013 operating profit would be $6.2 million.

The second quarter 2013 EBITDA increased $4.3 million, to 13% of
revenue from 6% of revenue in the second quarter 2012.  The EBITDA
increase was primarily the result of the $3.3 million increase in
gross profit and the $0.5 million decrease in SG&A personnel
expenses.

Capital expenditures were $0.6 million in the second quarter 2013,
81% less than the second quarter 2012.  Capital investments in the
second quarter were primarily maintenance capital expenditures for
the heat treatment services business.

AMG Mining's second quarter 2013 revenue decreased $5.5 million,
or 6%, to $80.3 million.  Price declines caused revenue to
decrease 10% and 4% for silicon metal and antimony, respectively.
The decrease was partially offset by a 3% increase in revenue from
graphite, a result of improved product mix, compared to the second
quarter 2012.

The second quarter 2013 gross margin decreased to 16%, from 17% in
the second quarter 2012.  The gross margin decrease was primarily
the result of lower average prices of 13% and 10% for silicon
metal and antimony, respectively.  Excluding the $35.5 million of
non-cash asset impairments and the $0.4 million in Mining and
allocated corporate restructuring expense, the second quarter 2013
operating profit would be $3.7 million.

The second quarter 2013 EBITDA decreased $1.3 million, to 7% of
revenue from 8% of revenue in the second quarter 2012.  The EBITDA
decrease was primarily the result of the $1.6 million decrease in
gross profit slightly offset by $0.3 million decrease in SG&A
personnel expenses.

Capital expenditures were $2.3 million in the second quarter 2013,
61% less than the second quarter 2012. Capital expenditures were
primarily composed of $0.7 million for the silicon metal furnace
efficiency upgrade and $0.7 million for maintenance expenditures.

                        Financial Review

For purposes of this release, AMG restated the December 31, 2012
statement of financial position and 2012 income statement to
comply with new IFRS standards and interpretations.  IAS 19
Employee Benefits (Revised 2011) (IAS 19R) and IFRIC 20 Stripping
Costs in the Production Phase of a Surface Mine were effective for
periods beginning after January 1, 2013 and require restatement
for comparability.

Tax

AMG recorded a tax benefit of $1.8 million in the second quarter
2013.  This was the result of the asset impairment and
restructuring expenses in the quarter, a portion of which,
however, relates to entities for which a tax benefit cannot be
booked.  For the second quarter of 2012 AMG recorded an income tax
expense of $5.5 million.

SG&A

AMG's second quarter 2013 SG&A expenses were $34.0 million,
compared to $37.8 million in the second quarter 2012, a decrease
of 10%.  The $3.8 million decrease in SG&A expenses was primarily
due to a $2.4 million decrease in personnel expenses.

Non-Recurring Items

AMG's second quarter 2013 $40.2 million operating loss includes
non- recurring items, which are not included in the calculation of
EBITDA.  These items are comprised of income and expense items,
that in the view of management, do not arise in the normal course
of business and items that, because of their nature and/or size,
should be presented separately to enable better analysis of the
results.


AMG incurred $5.4 million of non-recurring restructuring items in
the second quarter 2013, consisting primarily of $3.9 million and
$1.4 million related to AMG Engineering and corporate
restructuring, respectively.  As a result of the significant
slowdown in the global solar market, AMG Engineering reduced its
workforce 16% and recorded $14.2 million of non-cash solar asset
impairments.  Based upon global metal supply and demand trends as
well as the continuing efforts to reduce capital spending, AMG
Mining has suspended its short-term plans for new mine
development.  As a result, impairment charges of $22.1 million and
$13.3 million were taken to write-down antimony mining assets and
AMG Mining AG (formerly Graphit Kropfmuehl) assets, respectively.

Currency Fluctuations

AMG transacts business in many currencies other than the U.S.
dollar, the Company's reporting currency.  AMG's financial
statements are prepared in U.S. dollars, so fluctuations in the
exchange rates between the U.S. dollar and other currencies have
an effect both on the results of operations and on the reported
value of assets and liabilities as measured in U.S. dollars.  The
depreciation in the value of the U.S. dollar as of June 30, 2013
compared to March 31, 2013, resulted in an increase in the assets
and liabilities on the balance sheet of $6.9 million and $3.4
million, respectively.  The net result of the slight depreciation
in the value of the U.S. dollar in the second quarter 2013
compared to the second quarter 2012, resulted in an increase in
revenue and EBITDA of $2.7 million and $0.3 million, respectively.

AMG had a net debt position of $180.0 million as of June 30, 2013.
AMG's net debt position decreased $14.2 million since December 31,
2012 primarily due to $44.4 million of EBITDA and an $11.4 million
decrease in working capital, slightly offset by $18.7 million in
capital investments and other investing activities, $9.6 million
of cash tax payments, and $9.3 million of net cash interest
payments.  Including the $112.2 million of cash, AMG had $172.7
million of total liquidity as of June 30, 2013.

                              Waiver

As of June 30, 2013, AMG was not in compliance with the tangible
net worth covenant of its revolving credit facility because of the
impairments that were recognized in the first half of 2013.  On
August 7, 2013, the Company received a waiver for this covenant.
As required by IAS 1, all portions outstanding under the revolving
credit facility are presented as current in the statement of
financial position as the non-compliance occurred as of June 30,
2013.  AMG is currently working with its banks in order to amend
the debt agreement to ensure compliance in future quarters.

Cash flows from operating activities were $32.6 million in the
first half of 2013 compared to cash flows from operating
activities of $3.1 million in the first half of 2012.  Net cash
flows from operating activities are comprised of $44.4 million in
EBITDA and an $11.4 million change in working capital and deferred
revenue, slightly offset by $9.6 million in cash tax payments and
$9.3 million in cash interest payments.

Cash flows used in investing activities were $18.7 million in the
first half of 2013.  The $4.2 million decrease compared to the
first half of 2012 is primarily composed of a $7.2 million
decrease in capital investments.  This reduction in capital
investments reflects management's cash control initiatives.

Cash flows used in financing activities were $22.5 million in the
first half of 2013 as the Company repaid $22.5 million of
borrowings.  In the first half of 2012, AMG had a net increase of
$40.7 million in existing credit facilities used to fund the
Brazilian mine expansion, the acquisition of Graphit Kropfmuehl
shares, and to retire Graphit Kropfmuehl's external debt.

                              Outlook

The specialty metals markets continue to struggle due to the
decline in the growth of the Asian market and continued European
economic weakness.  This is affecting both prices and volumes for
many of AMG's products.  These markets are not expected to improve
significantly in the near term.  AMG is aggressively addressing
this environment by rationalizing production and capital
investments, and implementing cost reduction programs.  These
activities are producing results.  AMG achieved a 10% reduction in
SG&A in the second quarter 2013, improved cash flows from
operating activities and reduced net debt.  Despite the
challenging market environment, AMG believes that it will generate
significant cash flows, consistent EBITDA and further reduce net
debt in 2013.

                            About AMG

AMG -- http://www.amg-nv.com---- produces highly engineered
specialty metal products and advanced vacuum furnace systems for
the Energy, Aerospace, Infrastructure and Specialty Metals and
Chemicals end markets.  AMG consists of three segments: AMG
Processing, AMG Engineering and AMG Mining.  With over 3,000
employees, AMG operates globally with production facilities in
Germany, United Kingdom, France, Czech Republic, United States,
China, Mexico, Brazil, Turkey, Poland, India and Sri Lanka and has
sales and customer service offices in Belgium, Russia and Japan.


AFFYMAX INC: Swings to $15.4-Mil. Net Income in Second Quarter
--------------------------------------------------------------
Affymax, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $15.37 million on $525,000 of total revenue for the three
months ended June 30, 2013, as compared with a net loss of $31.95
million on $2.75 million of total revenue for the same period
during the prior year.

For the six months ended June 30, 2013, the Company reported a net
loss of $11.30 million on $1.36 million of total revenue, as
compared with a net loss of $503,000 on $65.96 million of total
revenue for the same period a year ago.

As of June 30, 2013, the Company had $20.91 million in total
assets, $20.58 million in total liabilities and $325,000 in total
stockholders' equity.

                        Bankruptcy Warning

"Our operations have consumed substantial amounts of cash since
our inception.  As a result of the February 23, 2013 nationwide
voluntary recall of OMONTYS and the suspension of all marketing
activities, there is significant uncertainty as to whether we will
have sufficient existing cash, cash equivalents and investments to
fund our operations for the next 12 months.

"Our liabilities exceed our assets.  While we continue to reduce
cash outflows, there is no assurance that we have sufficient
resources remaining to meet existing and future obligations in a
timely manner.  If Takeda is unable to reintroduce the product or
we are unable to obtain additional funding in the near future, our
cash resources will rapidly be depleted and we will be required to
further reduce or suspend operations, which would likely have a
material adverse effect on our business, stock price and our
relationships with third parties with whom we have business
relationships, at least until additional funding is obtained.  If
we do not have sufficient funds to continue operations, we could
be required to liquidate our assets, seek bankruptcy protection or
other alternatives, and it is likely that investors will lose all
or some of their investment in us," the Company said in the Form
10-Q filing.

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

                        http://is.gd/LN5xps

                           About Affymax

Affymax, Inc. (Nasdaq: AFFY) is a biopharmaceutical company based
in Palo Alto, California.  In March 2012, the U.S. Food and Drug
Administration approved the Company's first and only product,
OMONTYS(R) (peginesatide) Injection for the treatment of anemia
due to chronic kidney disease in adult patients on dialysis.
OMONTYS is a synthetic, peptide-based erythropoiesis stimulating
agent, or ESA, designed to stimulate production of red blood cells
and has been the only once-monthly ESA available to the adult
dialysis patient population in the U.S.  The Company co-
commercialized OMONTYS with its collaboration partner, Takeda
Pharmaceutical Company Limited, or Takeda during 2012 until
February 2013, when the Company and Takeda announced a nationwide
voluntary recall of OMONTYS as a result of safety concerns.


ANTIOCH COMPANY: May Use Estate Funds to Reopen Prior Case
----------------------------------------------------------
The Hon. Katherine A. Constantine of the U.S. Bankruptcy Court for
the District of Minnesota authorized The Antioch Company, et al.,
to use estate funds to reopen the Debtors' prior Chapter 11 case
pending in the Bankruptcy Court for the Southern District of Ohio
for purposes of seeking an extension of the term of the Antioch
Company Creditor/Equityholder Trust.

In their motion, the Debtors requested an extension of the term of
the C/E Trust, through and including the earlier of (a) the
effective date of a plan or other full resolution of the Debtors'
present bankruptcy cases; or (b) Feb. 6, 2015 (the longest
permitted extension under the terms of the C/E Trust Agreement).
The Debtors and the Trustee also seek to enter into an amendment
to the C/E Trust Agreement necessary or appropriate to give effect
to the extension.

The Debtors wish to avoid the Aug. 6, 2013, termination of the C/E
Trust.  The Debtors said that neither the interests of the Debtors
nor the C/E Trust's beneficiaries would be well served of a
termination prior to the resolution of the Debtors' current
chapter 11 cases.

The Trust assets consist of common membership interests in the
Debtor.

Daniel M. McDermott, U.S. Trustee for Region 12, objected to the
Debtors' motion, stating that the Debtors' motion seeks Court
approval of amendments to the Trust which was created as part of
the Debtors' prior confirmed chapter 11 plan in its 2008
bankruptcy case.  The U.S. Trustee asserted that:

   i) it does not appear the court has jurisdiction over the
      C/E Trust or its beneficiaries; and

  ii) the property to be affected, namely the membership interests
      in the Debtors, are not the property of the 2013 Debtors.
      They are the property of the C/E Trust.

                     About The Antioch Company

St. Cloud, Minn.-based scrapbook company The Antioch Company and
six affiliates filed for Chapter 11 bankruptcy (Bankr. D. Minn.
Case No. 13-41898) in Minneapolis on April 16, 2013.  Antioch
disclosed $10 million to $50 million in both assets and debts.

The affiliates that separate filed for Chapter 11 are Antioch
International-Canada LLC, Antioch International LLC, zeBlooms LLC,
Antioch Framers Supply LLC, Antioch International-New Zealand LLC,
and Creative Memories Puerto Rico, LLC.  Douglas W. Kassebaum,
Esq., at Fredrikson & Byron, P.A. represents the Debtor as co-
counsel.

Founded in 1926, Antioch and its affiliates make up one of the
world's preeminent suppliers of scrapbooks, related accessories,
and photo solutions for memory preservation through the direct
sales channel.  The Debtors also go by business names Creative
Memories, Antioch, Agenda, Antioch Publishing, Cottage Arts, Frame
of Mind and Webway.

Antioch has 200 employees and currently has operations through the
Debtor companies and foreign subsidiaries in the United States,
Canada, Japan, Australia, and New Zealand. In 2012, the Company's
net revenue was approximately $93.8 million and it had a net loss
of $3.7 million.

Antioch previously sought bankruptcy protection in 2008 (Bankr.
S.D. Ohio Case No. 08-35741).

In the 2013 case, the U.S. Trustee appointed a seven-member
creditors committee.


APPLIED MINERALS: Obtains $10.5 Million in Financing
----------------------------------------------------
Applied Minerals, Inc., has successfully secured commitments for
$10,500,000 of financing through the private placement of 10
percent Mandatorily Convertible PIK Notes due 2023.  The Notes
have a strike price of $1.40 per share and convert into 7,500,000
shares of the common stock of Applied Minerals, Inc.

The purchasers of the Notes included three institutional
investors.  No broker was used and no commission was paid as part
of the financing.

                      About Applied Minerals

New York City-based Applied Minerals, Inc. (OTC BB: AMNL) is a
leading global producer of halloysite clay used in the development
of advanced polymer, catalytic, environmental remediation, and
controlled release applications.  The Company operates the Dragon
Mine located in Juab County, Utah, the only commercial source of
halloysite clay in the western hemisphere.  Halloysite is an
aluminosilicate clay that forms naturally occurring nanotubes.

The Company reported a net loss attributable to the Company of
$7.48 million in 2011, a net loss attributable to the Company of
$4.76 million in 2010, and a net loss attributable to the Company
of $6.76 million in 2009.  The Company's balance sheet at
March 31, 2013, showed $10.52 million in total assets, $2.75
million in total liabilities, and $7.77 million in total
stockholders' equity.

                           Going Concern

The Company has incurred material recurring losses from
operations.  At March 31, 2012, the Company had a total
accumulated deficit of approximately $43,084,500.  For the three
months ended March 31, 2012, and 2011, the Company sustained net
losses from exploration stage before discontinued operations of
approximately $4,056,700 and $1,695,100, respectively.  The
Company said that these factors indicate that it may be unable to
continue as a going concern for a reasonable period of time.  The
Company's continuation as a going concern is contingent upon its
ability to generate revenue and cash flow to meet its obligations
on a timely basis and management's ability to raise financing or
dispose of certain non-core assets as required.  If successful,
this will mitigate the factors that raise substantial doubt about
the Company's ability to continue as a going concern.

                         Bankruptcy Warning

At Dec. 31, 2011, and 2010, the Company had accumulated deficits
of $39,183,632 and $31,543,411, respectively, in addition to
limited cash and unprofitable operations.  For the year ended
Dec. 31, 2011, and 2010, the Company sustained net losses before
discontinued operations of $7,476,864 and $4,891,525,
respectively.  As of March 15, 2012, the Company has not
commercialized the Dragon Mine and has had to rely on cash flow
generated from the sale of stock and convertible debt to fund its
operations.  If the Company is unable to fund its operations
through the commercialization of the Dragon Mine, the sale of
equity or debt or a combination of both, it may have to file
bankruptcy.


APPVION INC: Incurs $18.9 Million Net Loss in Second Quarter
------------------------------------------------------------
Appvion, Inc., reported a net loss of $18.89 million on $201.50
million of net sales for the three months ended June 30, 2013, as
compared with a net loss of $46.95 million on $213.90 million of
net sales for the three months ended July 1, 2012.

For the six months ended June 30, 2013, the Company incurred a net
loss of $16.75 million on $412.33 million of net sales, as
compared with a net loss of $111.83 million on $433.53 million of
net sales for the six months ended July 1, 2012.

As of June 30, 2013, the Company had $572.41 million in total
assets, $949.46 million in total liabilities and a $377.05 million
total deficit.

Mark Richards, Appvion's chairman, president and chief executive
officer, said the Company improved adjusted operating income by
nearly 9 percent in second quarter and approximately 29 percent in
first half 2013, respectively, compared to the same periods in
2012, despite soft economic conditions and the Company's less than
optimal manufacturing performance.

"We overcame market and operational challenges to deliver
improvements to adjusted operating income as we have in each of
the past five quarters," said Mr. Richards.

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

                        http://is.gd/Cx4YiG

                       About Appvion, Inc.

Appleton, Wisconsin-based Appvion -- http://www.appvion.com/--
creates product solutions through its development and use of
coating formulations, coating applications and Encapsys(R)
microencapsulation technology.  The Company produces thermal,
carbonless and security papers and Encapsys products.  Appvion has
manufacturing operations in Wisconsin, Ohio and Pennsylvania,
employs approximately 1,700 people and is 100 percent employee-
owned.

                           *     *     *

Appleton Papers carries a 'B' corporate credit rating, with stable
outlook, from Standard & Poor's.  IT has a 'B2/LD' probability of
default rating from Moody's.


ARCH COAL: Bank Debt Trades at 4% Off
-------------------------------------
Participations in a syndicated loan under which Arch Coal Inc. is
a borrower traded in the secondary market at 88.66 cents-on-the-
dollar during the week ended Friday, August 9, 2013, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a decrease of 2.75
percentage points from the previous week, The Journal relates.
Arch Coal pays 450 basis points above LIBOR to borrow under the
facility.  The bank loan matures on May 17, 2018.  The bank debt
carries Moody's Ba3 rating and Standard & Poor's BB- rating.  The
loan is one of the biggest gainers and losers among 249 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.


ASPEN GROUP: Whalehaven Capital Reports 5.8% Equity Stake
---------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission on Aug. 6, 2013, Whalehaven Capital Fund Limited
disclosed that it beneficially owned 3,445,904 shares of common
stock of ASPEN Group, Inc., representing 5.82 percent of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/UgRKXK

                         About Aspen Group

Denver, Colo.-based Aspen Group, Inc., was founded in Colorado in
1987 as the International School of Information Management.  On
Sept. 30, 2004, it was acquired by Higher Education Management
Group, Inc., and changed its name to Aspen University Inc.  On
May 13, 2011, the Company formed in Colorado a subsidiary, Aspen
University Marketing, LLC, which is currently inactive.  On
March 13, 2012, the Company was recapitalized in a reverse merger.

Aspen's mission is to become an institution of choice for adult
learners by offering cost-effective, comprehensive, and relevant
online education.  Approximately 88 percent of the Company's
degree-seeking students (as of June 30, 2012) were enrolled in
graduate degree programs (Master or Doctorate degree program).
Since 1993, the Company has been nationally accredited by the
Distance Education and Training Council, a national accrediting
agency recognized by the U.S. Department of Education.

The Company reported a net loss of $6.01 million on $2.68 million
of revenues for the year ended Dec. 31, 2012, as compared with a
net loss of $2.13 million on $2.34 million of revenues during the
prior year.  As of April 30, 2013, the Company had $3.40 million
in total assets, $2.80 million in total liabilities and $594,375
in total stockholders' equity.

Salberg & Company, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the transition period ending April 30, 2013.  The independent
auditors noted that the Company has a net loss allocable to common
stockholders and net cash used in operating activities for the
four months ended April 30, 2013, of $1,402,982 and $918,941,
respectively, and has an accumulated deficit of $12,740,086 at
April 30, 2013.  These matters raise substantial doubt about the
Company's ability to continue as a going concern.


ASPEN GROUP: Registers Combined Offering of 28.5-Mil. Shares
------------------------------------------------------------
Aspen Group, Inc., filed a post-effective amendment to its
Form S-1 registration statement relating to the sale of up to
28,540,649 shares of the Company's common stock which may be
offered by Sophrosyne Capital, LLC, Jon D. & Linda W. Gruber Trust
DTD, Whalehaven Capital Fund Ltd., et al.  The prospectus included
in the registration statement is a combined prospectus.

The Company previously filed a Registration Statement on Form
S-1/A with the Securities and Exchange Commission on March 25,
2013, which was declared effective on April 4, 2013.  The March
Registration Statement registered 23,546,397 shares of common
stock for resale by selling shareholders.

Aspen Group also previously filed a Registration Statement on Form
S-1 with the SEC, on April 8, 2013, which was declared effective
on April 12, 2013.  The April Registration Statement registered
2,421,429 shares of common stock for resale by selling
shareholders.

Aspen Group also previously filed a Registration Statement on Form
S-1 with the SEC, on May 1, 2013, which was declared effective on
May 6, 2013.  The May Registration Statement registered 2,572,823
shares of common stock for resale by selling shareholders.

The Company will not receive any proceeds from the sales of shares
of its common stock by the selling shareholders.

The Company's common stock trades on the Over-the-Counter Bulletin
Board under the symbol "ASPU".  As of the last trading day before
Aug. 8, 2013, the closing price of the Company's common stock was
$0.22 per share.

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

                        http://is.gd/msVFVk

                         About Aspen Group

Denver, Colo.-based Aspen Group, Inc., was founded in Colorado in
1987 as the International School of Information Management.  On
Sept. 30, 2004, it was acquired by Higher Education Management
Group, Inc., and changed its name to Aspen University Inc.  On
May 13, 2011, the Company formed in Colorado a subsidiary, Aspen
University Marketing, LLC, which is currently inactive.  On
March 13, 2012, the Company was recapitalized in a reverse merger.

Aspen's mission is to become an institution of choice for adult
learners by offering cost-effective, comprehensive, and relevant
online education.  Approximately 88 percent of the Company's
degree-seeking students (as of June 30, 2012) were enrolled in
graduate degree programs (Master or Doctorate degree program).
Since 1993, the Company has been nationally accredited by the
Distance Education and Training Council, a national accrediting
agency recognized by the U.S. Department of Education.

The Company reported a net loss of $6.01 million on $2.68 million
of revenues for the year ended Dec. 31, 2012, as compared with a
net loss of $2.13 million on $2.34 million of revenues during the
prior year.

As of April 30, 2013, the Company had $3.40 million in total
assets, $2.80 million in total liabilities and $594,375 in total
stockholders' equity.

Salberg & Company, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the transition period ending April 30, 2013.  The independent
auditors noted that the Company has a net loss allocable to common
stockholders and net cash used in operating activities for the
four months ended April 30, 2013, of $1,402,982 and $918,941,
respectively, and has an accumulated deficit of $12,740,086 at
April 30, 2013.  These matters raise substantial doubt about the
Company's ability to continue as a going concern.


ATARI INC: Marks Paneth Approved as 401(k) Plan Auditor
-------------------------------------------------------
The Hon. James M. Peck of the U.S. Bankruptcy Court for the
Southern District of New York authorized Atari, Inc., et al., to
employ Marks Paneth & Shron LLP, as 401(k) Plan auditor.

Marks Paneth said it will use its best efforts to avoid any
duplication of services provided by any of the Debtors' other
retained professionals in the cases.

As reported in the Troubled Company Reporter on July 19, 2013, the
firm will, among other things, provide these services:

   a. audit the statement of net assets available for plan
      benefits of the Atari, Inc.'s 401(k) Plan as of
      Dec. 31, 2012;

   b. audit the related statement of changes in net assets
      available for plan benefits for the year ended Dec. 31,
      2012; and

   c. audit the related notes to the financial statements for the
      year ended Dec. 31, 2012.

The firm's standard rates are estimated to be between $17,000 and
$20,000.

Michael J. Fosorile, Esq., partner at the firm, attests that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

                           About Atari

Atari -- http://www.atari.com-- is a multi-platform, global
interactive entertainment and licensing company.  Atari owns
and/or manages a portfolio of more than 200 games and franchises,
including world renowned brands like Asteroids(R), Centipede(R),
Missile Command(R), Pong(R), Test Drive(R), Backyard Sports(R),
and Rollercoaster Tycoon(R).

Atari Inc. and its U.S. affiliates filed for Chapter 11 bankruptcy
(Bankr. S.D.N.Y. Lead Case No. 13-10176) on Jan. 21, 2013, to
break away from their unprofitable French parent company and
secure independent capital.

A day after its American unit filed for Chapter 11 bankruptcy
protection, Paris-based Atari S.A. took a similar measure under
Book 6 of that country's commercial code.  Atari S.A. said it
was filing for legal protection because its longtime backer
BlueBay has sought to sell its 29% stake and demanded repayment by
March 31 on a credit line of $28 million that it cut off in
December.

Peter S. Partee, Sr. and Michael P. Richman of Hunton & Williams
LLP serve as lead counsel for the U.S. companies in their Chapter
11 cases.  BMC Group is the claims and notice agent.  Protiviti
Inc. is the financial advisor.

The Debtors won court approval to sell seven video-game franchises
for a total of about $5.1 million.

Duff & Phelps Securities LLC serves as financial advisor to the
Official Committee of Unsecured Creditors.  Cooley LLP serves as
the Committee's counsel.


BALLY TECHNOLOGIES: Moody's Rates Existing $700MM Revolver 'Ba3'
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 Corporate Family Rating
and Ba3-PD Probability of Default Rating to Bally Technologies,
Inc. A Ba3 rating was also assigned to the company's existing $700
million secured revolver expiring 2018, existing $364 million
secured term loan A due 2018, and proposed $1.1 billion secured
term loan B due 2021.

Proceeds from the proposed $1.1 billion secured term loan B along
with a draw on the company's existing $700 million secured
revolver will be used to fund Bally's acquisition of SHFL
entertainment, Inc. Like Bally, SHFL designs, manufactures, and
distributes technology-based products to the gaming industry. SHFL
reported annual revenue of about $273 million for its latest 12-
month period ended April 30, 2013.

New ratings assigned:

  Corporate Family Rating, at Ba3
  Probability of Default Rating, at Ba3-PD
  $700 million secured revolver expiring 2018, at Ba3 (LGD 4,
   50%)
  $364 million secured term loan A due 2018, at Ba3 (LGD 4, 50%)
  $1.1 billion secured term loan B due 2021, at Ba3 (LGD 4, 50%)

Ratings Rationale:

Bally's Ba3 Corporate Family Rating considers the benefits of the
company's pending acquisition of SHFL. In Moody's view, the
acquisition of SHFL will be a long-term benefit to Bally as it
will considerably expand the company's product offering and
geographic presence, and as a result, will reduce the company's
business risk and allow it to compete more effectively worldwide.
The acquisition should also improve Bally's operating margins as
the merged entity should benefit from meaningful cost savings
related to economies of scale. In addition to the increased
company scale and cross-selling opportunities, Moody's expects
that the combination of Bally and SHFL will yield increased cash
flows as a result of capital expenditure synergies.

The Ba3 Corporate Family Rating also considers Bally's standalone
performance to date, strong credit metrics -- debt/EBITDA was only
about 2.0 times for the latest-12-month period ended March 31,
2013 -- and Moody's favorable view of the company's business
prospects and free cash flow generating ability going forward.
Bally's Ba3 Corporate Family Rating is not conditioned upon the
successful completion of the acquisition of SHFL.

Key credit concerns include technology risk and uncertain spending
on gaming by consumers. Moody's believes that US consumers, under
continued pressure from weak growth in disposable personal income
and increasing living expenses, will continue to limit their
spending to items more essential than gaming, leaving fewer funds
available for this highly discretionary form of entertainment.
Also considered is the pro forma leverage associated with the
acquisition at over 4.0 times.

The Ba3 rating on Bally's existing $700 million revolver and $364
million term loan A, the same as the company's Corporate Family
Rating, consider that on a combined basis, these pari passu credit
facilities are guaranteed and secured by all existing and future
domestic subsidiaries, and account for Bally's entire debt capital
structure. The Ba3 rating assigned to Bally's proposed $1.1
billion term loan, also the same as the company's Corporate Family
Rating, considers that this debt will rank pari passu with the
company's existing credit facilities and will have the same
guarantees and security as the existing credit facilities.

The Ba3-PD Probability of Default Rating incorporates the
"covenant lite" nature of Bally's debt agreements. The financial
covenants on the proposed $1.1 billion term loan fall away if
Bally's existing revolver and term A are gone. Additionally, only
the revolving and term A lenders can call a financial covenant
default (unless they've accelerated and then the term B or any
other tranche of term can call a default). The revolver and term A
lenders are also the only ones that have the right to amend,
waive, etc. the financial covenants. The term B lenders get some
protection by virtue of the financial covenants being there for as
long as Bally is required to comply with them. However, the term B
lenders have a very limited right to take action if something goes
wrong -- term B lenders have no rights unless the revolver or term
A is accelerated.

Bally's stable rating outlook incorporates the company's pending
acquisition of SHFL. Despite pro forma EBITDA of over 4.0 times,
Moody's believes the combined entity will be able to generate the
earnings and free cash flow to manage debt/EBITDA back down
towards 3.0 times, a leverage level that Moody's feels is
appropriate for a Ba3 Corporate Family Rating given Bally's
exposure to technology and consumer gaming demand risk. The stable
outlook also considers Bally's strong standalone performance in
terms of earnings performance and free cash flow generation along
with the expectation that debt/EBITDA will remain below 3.0 times
on a standalone basis if the pending acquisition does not close
for any reason.

A higher rating would require that Bally demonstrate the ability
and willingness to achieve and maintain debt/EBITDA at or below or
2.5 times on a combined basis with SHFL, or 2.0 times on a
standalone basis. Bally's ratings could be lowered if the company,
including SHFL, is unable to achieve and maintain debt/EBITDA at
or below 3.5 times by the end of fiscal 2015, or 3.0 times on a
standalone basis.

The principal methodology used in this rating 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.

Bally is a Nevada corporation that designs, manufactures, operates
and distributes technology-based gaming devices and systems. The
company offers marketing, data management and analysis,
accounting, player tracking, security and other software
applications and tools. It also provides hardware, including
spinning-reel and video gaming devices, specialty gaming devices,
and wide-area progressive systems. Revenue for the latest 12-month
period ended March 31, 2013 was about $978 million.


BANK OF WAUSAU: Nicolet National Assumes All of Bank's Deposits
---------------------------------------------------------------
Bank of Wausau, Wausau, Wisconsin, was closed by the Wisconsin
Department of Financial Institutions, which appointed the Federal
Deposit Insurance Corporation (FDIC) as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with Nicolet National Bank, Green Bay, Wisconsin, to
assume all of the deposits of Bank of Wausau.

The sole branch of Bank of Wausau reopened on Saturday as a branch
of Nicolet National Bank during its normal business hours.
Depositors of Bank of Wausau will automatically become depositors
of Nicolet National Bank.  Deposits will continue to be insured by
the FDIC, so there is no need for customers to change their
banking relationship in order to retain their deposit insurance
coverage up to applicable limits.  Customers of Bank of Wausau
should continue to use their existing branch until they receive
notice from Nicolet National Bank that it has completed systems
changes to allow other Nicolet National Bank branches to process
their accounts as well.

Friday evening and over the weekend, depositors of Bank of Wausau
[were able to] access their money by writing checks or using ATM
or debit cards. Checks drawn on the bank will continue to be
processed. Loan customers should continue to make their payments
as usual.

As of June 30, 2013, Bank of Wausau had approximately $43.6
million in total assets and $40.7 million in total deposits.  In
addition to assuming all of the deposits of the failed bank,
Nicolet National Bank agreed to purchase approximately $29.9
million of the failed bank's assets.  The FDIC will retain the
remaining assets for later disposition.


BENEDICT COLLEGE: Moody's Withdraws Ratings After Full Redemption
-----------------------------------------------------------------
Moody's Investors Service has withdrawn its Caa1 rating on
Benedict College's Series 1998 and 1999 Revenue bonds issued
through Richland County, SC and Series 2002 issued through the
Educational Facilities Authority for Nonprofit Institutions of
Higher Learning in South Carolina. The rating withdrawal follows
the college's full redemption of the bonds on July 1, 2013. At
this time, the college no longer has debt outstanding with a
Moody's rating.

Moody's has withdrawn the rating because of the full redemption of
the rated bonds in July 2013.

On June 4, 2013, Moody's downgraded its underlying rating on
Benedict College's Revenue bonds to Caa1 from B3. The outlook was
revised to negative from stable.


BERRY PLASTICS: Posts $40-Mil. Net Income in June 29 Quarter
------------------------------------------------------------
Berry Plastics Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $40 million on $1.22 billion of net sales for the
quarterly period ended June 29, 2013, as compared with net income
of $9 million on $1.24 billion of net sales for the quarterly
period ended June 30, 2012.

For the three quarterly periods ended June 29, 2013, the Company
posted net income of $31 million on $3.44 billion of net sales, as
compared with a net loss of $20 million on $3.56 billion of net
sales for the three quarterly periods ended June 30, 2012.

As of June 29, 2013, the Company had $5.04 billion in total
assets, $5.29 billion in total liabilities and a $251 million
total stockholders' deficit.

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

                       http://is.gd/Mw7oS8

                        About Berry Plastics

Berry Plastics Corporation manufactures and markets plastic
packaging products, plastic film products, specialty adhesives and
coated products.  At Jan. 2, 2010, the Company had more than 80
production and manufacturing facilities, primarily located in the
United States.  Berry is a wholly-owned subsidiary of Berry
Plastics Group, Inc.  Berry Group is primarily owned by affiliates
of Apollo Management, L.P., and Graham Partners.  Berry, through
its wholly owned subsidiaries operates five reporting segments:
Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings
and Specialty Films.  The Company's customers are located
principally throughout the United States, without significant
concentration in any one region or with any one customer.

On Dec. 3, 2009, Berry Plastics obtained control of 100 percent of
the capital stock of Pliant upon Pliant's emergence from
reorganization pursuant to a proceeding under Chapter 11 for a
purchase price of $602.7 million.  Pliant is a leading
manufacturer of value-added films and flexible packaging for food,
personal care, medical, agricultural and industrial applications.
The acquired business is primarily operated in Berry's Specialty
Films reporting segment.

                           *     *     *

As reported by the TCR on Feb. 1, 2013, Moody's Investors Service
upgraded the corporate family rating of Berry Plastics to B2 from
B3 and the probability of default rating to B2-PD from B3-PD.  The
upgrade of the corporate family rating to B2 from B3 reflects
the improvement in pro-forma credit metrics and management's
publicly stated goal to pursue a less aggressive, more balanced
financial profile.

In November 2011, Standard & Poor's Ratings Services affirmed the
'B-' corporate credit rating on Berry and its holding company
parent, Berry Plastics Group Inc.  "The ratings on Berry reflect
the risks associated with the company's highly leveraged financial
profile and acquisition- driven growth strategy as well as its
fair business risk profile," said Standard & Poor's credit analyst
Cynthia Werneth.

In November 2011, Standard & Poor's Ratings Services affirmed the
'B-' corporate credit rating on Berry and its holding company
parent, Berry Plastics Group Inc.  "The ratings on Berry reflect
the risks associated with the company's highly leveraged financial
profile and acquisition- driven growth strategy as well as its
fair business risk profile," said Standard & Poor's credit analyst
Cynthia Werneth.


BIOZONE PHARMACEUTICALS: Delays Form 10-Q for Second Quarter
------------------------------------------------------------
Biozone Pharmaceuticals, Inc., notified the U.S. Securities and
Exchange Commission that it will be delayed in filing its
quarterly report on Form 10-Q for the period ended June 30, 2013.
The Company said the compilation, dissemination and review of the
information required to be presented in the Form 10-Q for the
relevant quarter has imposed time constraints that have rendered
timely filing of the Form 10-Q impracticable without undue
hardship and expense to the Company.  The Company undertakes the
responsibility to file that report no later than five days after
its original due date.

                    About Biozone Pharmaceuticals

Biozone Pharmaceuticals, Inc., formerly, International Surf
Resorts, Inc., was incorporated under the laws of the State of
Nevada on Dec. 4, 2006, to operate as an internet-based provider
of international surf resorts, camps and guided surf tours.  The
Company proposed to engage in the business of vacation real estate
and rentals related to its surf business and it owns the Web site
isurfresorts.com.  During late February 2011, the Company began to
explore alternatives to its original business plan.  On Feb. 22,
2011, the prior officers and directors resigned from their
positions and the Company appointed a new President, Director,
principal accounting officer and treasurer and began to pursue
opportunities in medical and pharmaceutical technologies and
products.  On March 1, 2011, the Company changed its name to
Biozone Pharmaceuticals, Inc.

Since March 2011, the Company has been engaged primarily in
seeking opportunities related to its intention to engage in
medical and pharmaceutical businesses.  On May 16, 2011, the
Company acquired substantially all of the assets and assumed all
of the liabilities of Aero Pharmaceuticals, Inc., pursuant to an
Asset Purchase Agreement dated as of that date.  Aero manufactures
markets and distributes a line of dermatological products under
the trade name of Baker Cummins Dermatologicals.

On June 30, 2011, the Company acquired the Biozone Labs Group
which operates as a developer, manufacturer, and marketer of over-
the-counter drugs and preparations, cosmetics, and nutritional
supplements on behalf of health care product marketing companies
and national retailers.

Biozone incurred a net loss of $7.96 million in 2012, as compared
with a net loss of $5.45 million in 2011.  The Company's balance
sheet at March 31, 2013, showed $7.11 million in total assets,
$12.16 million in total liabilities, and a $5.05 million total
shareholders' deficiency.

Paritz and Company. P.A., in Hackensack, New Jersey, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has incurred operating losses for
its last two fiscal years, has a working capital deficiency of
$5,255,220, and an accumulated deficit of $14,128,079.  These
factors, among others, raise substantial doubt about the Company's
ability to continue as a going concern.


BLUE SPRINGS FORD: Amended Plan Declared Effective
--------------------------------------------------
Blue Springs Ford Sales, Inc., in an amended notice, informed the
U.S. Bankruptcy Court for the Western District of Missouri that
the Effective Date of its Plan of Reorganization occurred on
July 22, 2013, and all time deadlines under the Plan regarding the
Effective Date will be calculated as of that date.

As reported in the Troubled Company Reporter on July 18, 2013, a
Notice of Third Extension of Effective Date extended until July 22
the Debtor's date to declare the Amended Plan effective.

According to papers filed with the Court, the Debtors were
awaiting exit financing documents from Bank Midwest, which has
stated they will provide them to the Debtor.

The Court confirmed the Amended Plan on June 10 after determining
that the Plan satisfies the confirmation requirements under
Section 1129 of the Bankruptcy Code.  The Plan contemplates the
Debtor continuing its business operations without significant
change and retaining its existing management.

Under the Plan:

   * Creditors holding allowed administrative expense claims
     and creditors holding allowed priority tax claims will
     be paid in full.

   * Secured creditors holding allowed secured claims will be
     paid in full according to their existing loan documents,
     except for modifying various maturity dates and, in some
     cases, interest rates, to "fit" with Reorganized Debtor's
     anticipated financial condition for the balance of those
     loans.

   * Holders of general unsecured trade creditor claims will be
     paid in full and receive cash, with interest accruing at
     the Applicable Post-Judgment interest rate, in equal
     quarterly payments commencing on the Distribution Date and
     continuing on the Periodic Distribution Dates until the two
     year anniversary of the Effective Date.

   * Holders of general unsecured tort claims, which remain
     disputed and unliquidated, will receive cash, with interest
     accruing at the Application Post-Judgment Interest rate in
     equal quarterly payments commencing on the Distribution Date
     and continuing on the Periodic Distribution Dates until the
     second anniversary of the Effective Date in the total amount
     of $50,000.

   * Holders of allowed general unsecured gift card/coupon claims
     will receive a gift card in the face amount of their allowed
     claim.  The gift card must be redeemed by June 1, 2014.  The
     gift card will be non-transferrable.

   * Holders of general unsecured insider claims will receive cash
     with interest accruing at the Applicable Post-Judgment
     Interest Rate in equal quarterly interest-only payments
     commencing 12 months from the Distribution Date and
     continuing on the Periodic Distribution Dates until the 10th
     anniversary of the Confirmation Date.

   * Holders of equity securities in the Debtor will retain their
     equity securities in the Reorganized Debtor.

                        Blue Springs Ford

Blue Springs Ford Sales, Inc. -- http://www.bluespringsford.com/
-- is a Ford dealer, serving Blue Springs in Missouri.  A jury
verdict assessing actual damages of $171,500 and punitive damages
in the amount of $1.75 million (54 times the actual damages)
prompted Blue Springs Ford to seek Chapter 11 protection.  The
judgment was on account of a suit filed by a customer in Circuit
Court of Jackson County, Missouri, under a variety of legal
claims, including, but not limited to, the company's alleged
failure to adequately disclose a full detailed vehicle history
report in connection with a sale of a used Ford.

Blue Springs Ford filed a Chapter 11 petition (Bankr. D. Del. Case
No. 12-10982) on March 21, 2012, listing $10 million to $50
million in assets and debts.  The Debtor is represented by Michael
M. Tamburini, Esq., James E. Bird, Esq., and Andrew J. Nazar,
Esq., at Polsinelli PC, in Kansas City, Missouri.  Donlin
Recano & Company Inc. serves as the Debtor's claims agent.

Eric L. Johnson, Esq., at Spencer Fane Britt & Browne, in Kansas
City, Mo., represents the Debtor as special conflicts counsel,

Delaware Bankruptcy Judge Mary F. Walrath in a March 28 order
transferred the case's venue following an oral motion by the
judgment, creditors Kimberly and Michael von David, at a March 23
hearing.  The case was transferred to the U.S. Bankruptcy Court
Western District of Missouri Court (Case No. 12-41176) and
assigned to the Hon. Jerry W. Venters.


BOMBARDIER INC: DBRS Assigns 'BB' Issuer Rating
-----------------------------------------------
DBRS has placed the Issuer Rating, Preferred Shares and Senior
Unsecured Debentures of Bombardier Inc. (BBD or the Company) Under
Review with Negative Implications.  The rating action mainly
reflects the recent deterioration in the financial profile, caused
by rising debt levels.  This is largely due to the elevated
capital outlays associated with the C-series aircraft program,
resulting in large negative free cash flows, further borrowing and
higher leverage as evident during the most recent earnings
release.  The C-series program is being pushed further out, as
delays in the overall systems integration of the flight test
vehicle have caused the Company to postpone first test flight and
entry-into-service dates.

DBRS will likely remove the rating from Under Review with Negative
Implications and downgrade Bombardier if the financial profile
metrics do not show improvement from current levels or if they
deteriorate further by the end of the third quarter of this fiscal
year.  Additionally, DBRS would downgrade the rating should the
Company announce further program delays, or continue to have
similar levels of capital outlays, negative free cash flows and
leverage during the same time frame.

Bombardier Aerospace (BA) has committed to a number of aircraft
development programs, with the C-series commercial aircraft
program being the most substantial as the program's success has
become an important part of the Company's overall financial
performance.  As at June 30, 2013, the C-series contributed to
about 58% of total commercial aircraft backlog by units and likely
a higher proportion of backlog value.  The C-series aircraft
backlog stood at 177 firm orders as at June 30, 2013; however, the
program has faced a number of costly challenges and setbacks.

These setbacks have resulted in delays of flight testing of
approximately eight months so far (the aircraft was originally
scheduled for a first flight at the end of 2012).  As a result,
program costs have risen and continue to represent large cash
outflows.  With elevated capital expenditures, negative net free
cash flow was approximately $1,297 million and $1,287 million in
H1 2013 and full-year 2012, respectively.  BBD issued $2 billion
in debt in January 2013 to cover the funding shortfall.  This debt
issue has further leveraged up the balance sheet and weakened all
credit metrics.  The adjusted debt-to-EBITDA was approximately
5.5x at for the 12 months ended June 30, 2013, compared to 4.6x
for the 12 months ended December 31, 2012, while cash flow debt
coverage slipped to 0.16x from 0.19x in the same time period.  In
terms of profitability, the EBIT margin declined to 5% in fiscal
year 2012, from 6.6% in fiscal year 2011.

At present time, BBD has not given a definite date for the
commencement of the first test flight, also adding to the
uncertainty of the length of the existing flight testing time
frame of 12 months after first test flight.  The string of delays
and the now more likely extension of the 12-month flight-test
window have made entry into service challenging before the end of
2014 (noting it was originally scheduled for the end of 2013).
The current developments have also added uncertainty to the amount
and timing of revenues from the C-series program.  While the long-
term outcomes of the program are yet to be determined, the recent
challenges could also prove costly in terms of missed revenue
opportunities from customers who are observing the C-series
program from the sidelines.  In light of the heightened risk at
this time, we view BA's business risk profile as modestly weaker,
also considering the generally volatile demand conditions.

Based on DBRS's outlook for 2013-2014, anticipated recovery in
BBD's financial profile is unlikely until after 2015 as elevated
capital outlays are likely to exceed cash flow from operations and
free cash flow is therefore projected to be negative.  While
liquidity is projected to be sufficient over that timeframe,
noting that total available liquidity resources totalled
approximately $4.5 billion as at June 30, 2013, the level of debt
could further increase in order to cover the continued cash
shortfall.

With substantially higher debt at the end of June 30, 2013, and
with limited ability of Bombardier Transportation (BT) to cover
the negative free cash flows of the BA division, successful
execution of the development and production of the C-series has
now assumed critical importance to BBD's future.  While the
longer-term impacts are yet to be ascertained, the short-term
challenges are now evident.  The confluence of additional capital
outlays, reduced profitability and delayed revenues for a longer
time frame than originally expected mean negative free cash flow,
elevated leverage and a delay in the improvement of the already
weak financial profile.  The Company's metrics are now outside the
current rating level, and DBRS will likely downgrade Bombardier
should the Company announce further program delays, or continue to
have similar levels of capital outlays, negative free cash flows
or leverage during the next quarter.

  Issuer          Debt Rated          Rating Action    Rating
  ------          ----------          -------------    ------
Bombardier Inc.   Issuer Rating       UR-Neg.          BB
                  (unsolicited)

Bombardier Inc.   Senior Unsecured    UR-Neg.          BB
                   Debentures
                  (unsolicited)

Bombardier Inc.   Preferred Shares    UR-Neg.          Pfd-4


BUFFALO PARK: Laufer and Padjen Approved as Bankruptcy Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado authorized
Buffalo Park Development Properties, Inc., to employ Laufer and
Padjen LLC as counsel.  The Court also approved a $10,000 retainer
for the firm.

Buffalo Park Development Properties, Inc., filed a Chapter 11
petition (Bankr. D. Colo. Case No. 13-17669) on May 7, 2013.
Ronald P. Lewis signed the petition as owner and CEO.  The Debtor
disclosed $20,777,601 assets and $11,294,567 liabilities in its
schedules.  Robert Padjen, Esq., at Laufer and Padjen LLC serves
as the Debtor's counsel. Judge Elizabeth E. Brown presides over
the case.

U.S. Trustee Richard A. Wieland has been unable to appoint an
official committee of unsecured creditors in the Debtor's Chapter
11 case because there were too few unsecured creditors who were
willing to serve on the creditors' committee.


BUFFALO PARK: Court Sets Sept. 3 Claims Bar Date
------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado established
Sept. 3, 2013, as the deadline for any individual or entity to
file proofs of claim against Buffalo Park Development Properties,
Inc.

Buffalo Park Development Properties, Inc., filed a Chapter 11
petition (Bankr. D. Colo. Case No. 13-17669) on May 7, 2013.
Ronald P. Lewis signed the petition as owner and CEO.  The Debtor
disclosed $20,777,601 assets and $11,294,567 liabilities in its
schedules.  Robert Padjen, Esq., at Laufer and Padjen LLC serves
as the Debtor's counsel. Judge Elizabeth E. Brown presides over
the case.

U.S. Trustee Richard A. Wieland has been unable to appoint an
official committee of unsecured creditors in the Debtor's Chapter
11 case because there were too few unsecured creditors who were
willing to serve on the creditors' committee.


BUFFALO PARK: Must File Chapter 11 Plan by Aug. 16
--------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado has ordered
that:

   1. The Bank of the West's motion for relief from stay against
      Buffalo Park Development Properties, Inc., is continued for
      non-evidentiary status hearing on Sept. 10, 2013, at 9 a.m.

   2. the Debtor has to file its plan and disclosure statement
      by Aug. 16; creditors will have until Aug. 30 to file
      objections.  A hearing on Debtors disclosure statement will
      be held on Sept. 10, at 9 a.m.

Buffalo Park Development Properties, Inc., filed a Chapter 11
petition (Bankr. D. Colo. Case No. 13-17669) on May 7, 2013.
Ronald P. Lewis signed the petition as owner and CEO.  The Debtor
disclosed $20,777,601 assets and $11,294,567 liabilities in its
schedules.  Robert Padjen, Esq., at Laufer and Padjen LLC serves
as the Debtor's counsel. Judge Elizabeth E. Brown presides over
the case.

U.S. Trustee Richard A. Wieland has been unable to appoint an
official committee of unsecured creditors in the Debtor's Chapter
11 case because there were too few unsecured creditors who were
willing to serve on the creditors' committee.


BUFFALO PARK: Has Green Light to Hire Valuation Appraisals
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado authorized
Buffalo Park Development Properties, Inc., to employ Nathan
Medvidofsky, a certified general appraiser, of the firm Valuation
Appraisals, Inc. as appraiser.

The Debtor requires a competent appraiser to assist it in regard
to motions for relief from stay, motions to sell real property,
and with its plan and disclosure statement, all in order to
achieve plan confirmation.

VAI holds a prepetition retainer in the amount of $3,200 paid by
the Debtor.  VAI asserts a first priority retaining lien as a
security interest on the amount pursuant to state statute.
VAI knows of no other or senior liens against the retained funds.
VAI intends to bill against the retainer at its normal hourly
rates.

          About Buffalo Park Development Properties, Inc.

Buffalo Park Development Properties, Inc., filed a Chapter 11
petition (Bankr. D. Colo. Case No. 13-17669) on May 7, 2013.
Ronald P. Lewis signed the petition as owner and CEO.  The Debtor
disclosed $20,777,601 assets and $11,294,567 liabilities in its
schedules.  Robert Padjen, Esq., at Laufer and Padjen LLC serves
as the Debtor's counsel. Judge Elizabeth E. Brown presides over
the case.

U.S. Trustee Richard A. Wieland has been unable to appoint an
official committee of unsecured creditors in the Debtor's Chapter
11 case because there were too few unsecured creditors who were
willing to serve on the creditors' committee.


CANFOR CORP: DBRS Confirms Issuer & Senior Notes Rating at 'BB'
---------------------------------------------------------------
DBRS has confirmed the Issuer Rating and Senior Notes rating of
Canfor Corporation (Canfor or the Company) at BB (high), with a
trend change to Positive from Stable.  The Positive trend reflects
the fact that Canfor's credit metrics have continued to
strengthen, driven by the sustained improvement of the U.S.
housing industry.  It also reflects the improvement in Canfor's
business profile: disposition of underperforming non-core joint
ventures, better lumber cost competiveness and added
diversification in Asia.  Moreover, DBRS believes that there is a
sustained improvement in the U.S. housing industry and,
consequently, a favourable lumber market in North America, which
bodes well for Canfor's operating performance going forward.  If
Canfor's credit metrics remain solid, in the investment-grade
range, its credit ratings are likely to be upgraded by one notch
within the next 12 months.

DBRS confirmed Canfor's ratings in February 2013, noting the
possibility of positive rating action if the Company could
demonstrate earning stability.  Since then, North American lumber
market conditions have remained solid, reflected by higher average
SPF (spruce, pine, fir) and SYP (southern yellow pine) prices in
the year-to-date (YTD) June 2013 period.  This is in line with the
continued strength in the U.S. housing market over the same
period, reflected in higher single-family housing starts.  As a
result, Canfor's H1 2013 operating results were very strong,
largely driven by higher lumber prices.  Moreover, the National
Association of Home Builders/Wells Fargo sentiment index continued
to rise, and is currently at its highest level since 2006; the
U.S. unemployment rate also continued to improve in a steady
manner, and is currently at its lowest point in four-and-a-half
years: 7.6% as of July 2013.  Moreover, both SPF and SYP prices
remained above the average levels seen in 2012, despite a sharp
decline in prices in Q2 2013; this decline stopped at the end of
Q2 2013 and both prices are rising again.

Based on the positive trend of U.S. single-family housing starts,
the high level of the home builders sentiment index, and the
improving U.S. labour market, DBRS expects the U.S. housing market
to continue its recovery, reaching about one million units at end-
2013 from 780,000 units in 2012.  As a result, Canfor's 2013 full-
year lumber results are expected to be much stronger than last
year.

In the medium to long term, the reduced availability of logs from
the British Columbia interior due to the mountain pine beetle
infestation is expected to limit the supply of Canadian logs, and
therefore have a positive effect on overall North American lumber
prices during the recovery of U.S. housing market as the lumber
demand strengthens.  On the other hand, it would also increase
logging costs for Canfor's Canadian operations since most of its
sawmills are located in the British Columbia interior; with that
being said, the ultimate impact on Canfor's future lumber earnings
are expected to be neutral to positive, with higher lumber prices
offsetting higher logging costs.  Moreover, the previously
announced purchase agreement with Scotch & Gulf Lumber, LLC to add
more capacity in the U.S. south will also benefit from the beetle
infestation issue.

During the last downturn, Canfor exhibited an added degree of
volatility in its earnings, which can be attributed mainly to: (1)
a materially large lumber capacity before the market crash, which
exacerbated the situation at the beginning of the downturn; and
(2) as a non-core business, the Company's oriented strandboard
(OSB) joint venture had been underperforming compared with the
industry leaders due to a lack of cost-competitiveness.

However, in May 2013, Canfor sold its interest in the
underperforming OSB joint venture and over the past few years has
also improved its lumber operation's cost-competitiveness, with
the closure of uneconomical capacities and continued efficiency
improvements.  In addition, the Asian market (mainly China) has
grown into a sizeable business for Canfor in the past few years
and now provides an added degree of diversification.  Therefore,
DBRS views Canfor's business profile as stronger, which would
likely translate into less earnings volatility in the next
downturn.  Moreover, North American lumber industry capacity had
been adjusted to current market conditions throughout the years
with capacity reductions; therefore, the impact from another
unexpected downturn would not be as severe as in the 2007 to 2009
period.

Canfor has continued to maintain a conservative financial profile,
with adjusted debt leverage (including operating leases as debt)
below 26% since 2009, currently at 17% at the end of Q2 2013.

Canfor is currently in the midst of labour negotiations with
United Steelworkers, which are proceeding favourably.  DBRS
expects an agreement to be reached soon and does not expect any
labour-related manufacturing disruptions.

In conclusion, DBRS expects the U.S. housing market to sustain its
recovery and views Canfor's business profile as stronger.  If the
Company's credit metrics remain solid in the investment-grade
range, its credit ratings are likely to be upgraded by one notch
within the next 12 months.

DBRS has simulated a default scenario for Canfor in order to
analyze the potential recovery of the Company's senior debt in the
event of default.  The scenario assumes a prolonged period of
severe economic conditions, regardless of how hypothetical or
unlikely the conditions may be, in which product demand and prices
plummet.  Based on the recovery analysis, DBRS believes that
holders of the Senior Notes would recover approximately 60% to 80%
of the principal; therefore, the recovery rating remains at RR3.


CAESARS ENTERTAINMENT: Bank Debt Trades at 11% Off
--------------------------------------------------
Participations in a syndicated loan under which Caesars
Entertainment Inc. is a borrower traded in the secondary market at
88.66 cents-on-the-dollar during the week ended Friday, August 9,
2013 according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents
an increase of 0.75 percentage points from the previous week, The
Journal relates.  Caesars Entertainment Inc. pays 525 basis points
above LIBOR to borrow under the facility.  The bank loan matures
on Jan. 1, 2018.  The bank debt carries Moody's B3 rating and
Standard & Poor's B- rating.  The loan is one of the biggest
gainers and losers among 249 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                      About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees.  Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names.  The Company has its corporate
headquarters in Las Vegas.

Harrah's announced its re-branding to Caesar's in mid-November
2010.

The Company incurred a net loss of $1.49 billion on $8.58 billion
of net revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $666.70 million on $8.57 billion of net revenues
during the prior year.  As of June 30, 2013, the Company had
$26.84 billion in total assets, $27.58 billion in total
liabilities and a $738.1 million total deficit.

                           *     *     *

Caesars Entertainment carries a 'CCC' long-term issuer default
rating, with negative outlook, from Fitch and a 'Caa1' corporate
family rating with negative outlook from Moody's Investors
Service.

As reported in the TCR on Feb. 5, 2013, Moody's Investors Service
lowered the Speculative Grade Liquidity rating of Caesars
Entertainment Corporation to SGL-3 from SGL-2, reflecting
declining revolver availability and Moody's concerns that Caesars'
earnings and cash flow will remain under pressure causing the
company's negative cash flow to worsen.

In the May 7, 2013, edition of the TCR, Standard & Poor's Ratings
Services said that it lowered its corporate credit ratings on Las
Vegas-based Caesars Entertainment Corp. (CEC) and wholly owned
subsidiary Caesars Entertainment Operating Co. (CEOC) to 'CCC+'
from 'B-'.

"The downgrade reflects weaker-than-expected operating performance
in the first quarter, and our view that Caesars' capital structure
may be unsustainable over the next two years based on our EBITDA
forecast for the company," said Standard & Poor's credit analyst
Melissa Long.


CENTRAL ILLINOIS ENERGY: Oberlander Summary Judgment Bid Denied
---------------------------------------------------------------
The adversary proceeding A. CLAY COX, not individually but as
trustee for the estate of Central Illinois Energy Cooperative,
Plaintiff, v. OBERLANDER ELECTRIC COMPANY, Defendant, Adv Proc.
No. 11-8031, is a two-count complaint seeking to recover payments
totaling $95,625 made by Debtor Central Illinois Energy
Cooperative to Oberlander Electric Company on a "HoldCo Note" as
fraudulent transfers.

The Defendant filed an amended motion for summary judgment,
contending that the transfers it received are not fraudulent
because the Debtor received reasonably equivalent value in
exchange for the challenged transfers.

On review, Bankruptcy Judge Thomas L. Perkins denied the
Defendant's amended motion for summary judgment.  The judge said
the evidence in the record strongly militates against piercing the
Debtor's "corporate veil" or otherwise collapsing or ignoring the
separate entity status of the Debtor, or treating the Debtor and
HoldCo as having an identity of interest for equivalent value
purposes.  The judge adds that unless the Defendant seeks to prove
that the Debtor undertook an obligation to make the challenged
payments to the Defendant on the HoldCo note, the issues going
forward are whether HoldCo's promise to reimburse the Debtor had
value at the time each payment was made and, if so, whether that
value was reasonably equivalent to the payments made by the Debtor
to the Defendant.

A copy of Judge Perkins' July 16, 2013 Opinion is available at
http://is.gd/OKbowAfrom Leagle.com.

A Chapter 11 involuntary petition was filed against Central
Illinois Energy Cooperative on May 1, 2009.  The Debtor did not
file an answer and an order for relief was entered on June 18,
2009.  The case was converted to Chapter 7 on July 16, 2009.


CITIZENS CORP: Court Rejects Investment Broker's Claims
-------------------------------------------------------
Bankruptcy Judge Marian F. Harrison granted the request of the
Chapter 11 Trustee of Citizens Corporation and Financial Data
Technology Corporation to disallow the claims of David Myers, a
long-time investment broker.  The issue in this dispute is whether
Mr. Myers' loss of two CDs pledged as collateral on a loan to
Infinite Capital Strategies, Inc., f/k/a Williamson Holdings,
Inc., a parent company of Citizens Corporation, which in turn is
the parent company of Financial Data Technology, is allowable even
though Citizens and Fi-Data were not signatories on the loan. That
is, can Citizens and Fi-Data be called to answer for ICS's debts?
The Court finds that the answer is "no," and therefore, the
Chapter 11 Trustee's motion should be granted and Mr. Myers'
claims should be disallowed.  A copy of the Court's Aug. 6, 2013
Memorandum Opinion is available at http://is.gd/XWcAPifrom
Leagle.com.

                        About Citizens Corp.

Franklin, Tennessee-based Citizens Corp. operates a mortgage
brokerage business.  Citizens Corp. filed for Chapter 11
bankruptcy (Bankr. M.D. Tenn. Case No. 11-11792) on Nov. 28, 2011.
Judge George C. Paine, II, presides over the case.  The Debtor
employed Robert J. Mendes, Esq., at MGLAW, PLLC, as its counsel.
Citizens, in its amended schedules disclosed $53,971,951 in assets
and $17,885,280 in liabilities as of the Chapter 11 filing.

Glenn B. Rose, Esq. at Harwell Howard Hyne Gabbert & Manner, P.C.
represents Fi-Data.

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

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

On Feb. 27, 2012, the Court granted the request of lender Legends
Bank for appointment of a Chapter 11 trustee.  The Court held that
an independent person must review many of the transactions
involving CEO Ed Lowery, and its wholly owned subsidiary,
Financial Data Technology Corporation.  Gary M. Murphey, the
Chapter 11 trustee is represented by Harwell, Howard, Hyne,
Gabbert & Manner, P.C.

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

Citizens Corp. and Fi-Data notified the U.S. Bankruptcy Court that
the Effective Date of Fi-Data's Plan of Liquidation dated Feb. 1,
2013, occurred on June 3, 2013.  Fi-Data's Plan was confirmed on
May 17.


CLEAR CHANNEL: Bank Debt Trades at 7% Off
-----------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications is a borrower traded in the secondary market at
93.13 cents-on-the-dollar during the week ended Friday, August 9,
2013, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents
a decrease of 0.47 percentage points from the previous week, The
Journal relates.  Clear Channel pays 365 basis points above LIBOR
to borrow under the facility.  The bank loan matures on Jan. 30,
2016.  The bank debt carries Moody's Caa1 rating and Standard &
Poor's CCC+ rating.  The loan is one of the biggest gainers and
losers among 249 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.


CLIFTON HIGHER: S&P Cuts Revenue Bonds Rating to 'B+'
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'B+' from 'BBB-' on Clifton Higher Education Finance Corp., Texas'
$24.73 million combined series 2009A charter school education
revenue bonds and 2009B taxable charter school education revenue
bonds supported by Tejano Center for Community Concerns Inc.
(TCCC), for the Raul Yzaguirre School for Success Project (RYSS).

The outlook is negative.

"The rating action reflects our view of TCCC's multiple missed
interest and principal payments on the bonds, as well as its
failure to meet bond covenants on its most recent audit," said
Standard & Poor's credit analyst Kevin Holloran.

"The negative outlook reflects our view that we could lower the
rating further if operations do not improve or if cash balances
decline beyond what we saw in fiscal 2012," S&P said.


COMMUNITYONE BANCORP: Incurs $3.2 Million Net Loss in 2nd Quarter
---------------------------------------------------------------
CommunityOne Bancorp filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $3.18 million on $18.13 million of total interest income for
the three months ended June 30, 2013, as compared with a net loss
of $18.13 million on $20.43 million of total interest income for
the same period a year ago.

For the six months ended June 30, 2013, the Company incurred a net
loss of $7.77 million on $36.20 million of total interest income,
as compared with a net loss of $28.99 million on $40.42 million of
total interest income for the same period during the prior year.

FNB United incurred a net loss of $40 million in 2012, a net loss
of $137.31 in 2011, and a net loss of $131.82 million in 2010.

As of June 30, 2013, the Company had $2.03 billion in total
assets, $1.96 billion in total liabilities and $76.04 million in
total shareholders' equity.

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

                        http://is.gd/GbhCdD

                         About CommunityOne

CommunityOne Bancorp (formerly FNB United) is the North Carolina-
based bank holding company for CommunityOne Bank, N.A.
(community1.com), which offers a full range of consumer, mortgage
and business banking services, including loan, deposit, cash
management, wealth and online banking services through 55 branches
in 44 communities throughout the central, southern and western
regions of the state.


COMSTOCK MINING: Incurs $5.5 Million Net Loss in Second Quarter
---------------------------------------------------------------
Comstock Mining Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $5.52 million on $6.98 million of total revenues for the three
months ended June 30, 2013, as compared with a net loss of $8.98
million on $182,523 of total revenues for the same period during
the prior year.

For the six months ended June 30, 2013, the Company recorded a net
loss of $11.28 million on $10.77 million of revenues, as compared
with a net loss of $16.31 million on $294,245 of total revenues
for the same period a year ago.

Comstock Mining incurred a net loss of $30.76 million in 2012, a
net loss of $11.60 million in 2011 and a net loss of
$60.32 million in 2010.

As of June 30, 2013, the Company had $38.45 million in total
assets, $21.52 million in total liabilities and $16.93 million in
total stockholders' equity.

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

                        http://is.gd/rqn8n5

                       About Comstock Mining

Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based,
gold and silver mining company with extensive, contiguous property
in the historic Comstock district.  The Company began acquiring
properties in the Comstock in 2003.  Since then, the Company has
consolidated a substantial portion of the Comstock district,
secured permits, built an infrastructure and brought the
exploration project into test mining production.  The Company
continues acquiring additional properties in the Comstock
district, expanding its footprint and creating opportunities for
exploration and mining.  The goal of the Company's strategic plan
is to deliver stockholder value by validating qualified resources
(measured and indicated) and reserves (probable and proven) of
3,250,000 gold equivalent ounces by 2013, and commencing
commercial mining and processing operations by 2011, with annual
production rates of 20,000 gold equivalent ounces.


COOPER-BOOTH WHOLESALE: Barley Snyder Okayed as Collection Counsel
------------------------------------------------------------------
The Bankruptcy Court authorized Cooper-Booth Wholesale Company,
L.P., to employ Barley Snyder as special collection counsel.

As reported in the Troubled Company Reporter on July 18, 2013, the
Debtor requires Barley to be employed postpetition as special
collection counsel to take any and all steps necessary to collect
receivables owed to the Debtor's estate.  As of the petition date,
the firm is owed the approximate amount of $417 on account of
prepetition legal services.  On or within 90 days of the Petition
Date, Barley received no payment from the Debtor.

Any and all compensation to be paid to Barley for services
rendered on the Debtor's behalf shall be fixed by application to
the bankruptcy court in accordance with the administrative order
establishing procedures for allowance and payment of interim
compensation and reimbursement of expenses to professionals dated
May 23, 2013.

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

The application was submitted by general bankruptcy counsel Robert
w. Seitzer, Esq., at Maschmeyer Karalis P.C.

                   About Cooper-Booth Wholesale

Cooper-Booth Wholesale Company, L.P. and two affiliates sought
Chapter 11 protection (Bankr. E.D. Pa. Lead Case No. 13-14519) in
Philadelphia on May 21, 2013, after the U.S. government seized the
Company's bank accounts to recover payments made by a large
customer caught smuggling Virginia-stamped cigarettes into New
York.

Serving the mid-Atlantic region, Cooper is one of the top 20
convenience store wholesalers in the country.  Cooper supplies
cigarettes, snacks, beverages and other food items from Hershey's,
Lellogg's, Bic, and Mars to convenience stores.  Cooper has been
in the wholesale distribution business since 1865 when the Booth
Tobacco Company was incorporated in Lancaster, Pennsylvania.  The
Company has been family owned and operated for three generations.

Aris J. Karalis, Esq., and Robert W. Seitzer, Esq., at Maschmeyer
Karalis, P.C., in Philadelphia, serve as the Debtors' bankruptcy
counsel.  Executive Sounding Board Associates, Inc., is the
financial advisor.  Blank Rome LLP represents the Debtor in
negotiations with federal agencies concerning the seizure warrant.

Cooper Booth disclosed $58,216,784 in assets and $35,054,482 in
liabilities as of the Chapter 11 filing.  As of the Petition Date,
the Debtors' total consolidated funded senior debt obligations
were approximately $10.7 million and consisted of, among other
things, $7.72 million owing on a revolving line of credit
facility, $2.83 million owing on a line of credit for the purchase
of equipment, and $166,000 due on a corporate VISA Card.  PNC Bank
asserts that a letter of credit facility is secured by all
personal property owned by Wholesale.  Unsecured trade payables
totaled $22.8 million as of May 21, 2013.


COOPER-BOOTH WHOLESALE: Devine Law Offices Okayed as Labor Counsel
------------------------------------------------------------------
The Bankruptcy Court authorized Cooper-Booth Wholesale Company,
L.P., to employ Devine Law Offices, LLC, as special labor and
employment counsel.

As reported in the Troubled Company Reporter on July 19, 2013, the
firm will, among other things, provide these services:

   (a) commence an action against the Former Employee;

   (b) handle all of the Debtor's labor and employment matters;

   (c) conclude litigation against Null's Towing currently
       pending in the Court of Common Pleas of Lancaster County
       (Case No. 13-02140) and concluding litigation against Tammy
       Lyn Aro currently pending in the District Court of Maryland
       for Anne Arundel County (Case No. 0702-1560-2013).

As of Petition Date, Devine is owed the approximate amount of
$6,622.50 on account of pre-Petition Date legal services.

On or within 90 days of the Petition Date, Devine received $893.50
from the Debtor on account of pre-Petition Date legal services
which sum is below the cap put forth in 11 U.S.C. Sec. 547(c) (9).

Devine received no other payments from the Debtor on or within 90
days prior to the Petition Date.

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

                   About Cooper-Booth Wholesale

Cooper-Booth Wholesale Company, L.P. and two affiliates sought
Chapter 11 protection (Bankr. E.D. Pa. Lead Case No. 13-14519) in
Philadelphia on May 21, 2013, after the U.S. government seized the
Company's bank accounts to recover payments made by a large
customer caught smuggling Virginia-stamped cigarettes into New
York.

Serving the mid-Atlantic region, Cooper is one of the top 20
convenience store wholesalers in the country.  Cooper supplies
cigarettes, snacks, beverages and other food items from Hershey's,
Lellogg's, Bic, and Mars to convenience stores.  Cooper has been
in the wholesale distribution business since 1865 when the Booth
Tobacco Company was incorporated in Lancaster, Pennsylvania.  The
Company has been family owned and operated for three generations.

Aris J. Karalis, Esq., and Robert W. Seitzer, Esq., at Maschmeyer
Karalis, P.C., in Philadelphia, serve as the Debtors' bankruptcy
counsel.  Executive Sounding Board Associates, Inc., is the
financial advisor.  Blank Rome LLP represents the Debtor in
negotiations with federal agencies concerning the seizure warrant.

Cooper Booth disclosed $58,216,784 in assets and $35,054,482 in
liabilities as of the Chapter 11 filing.  As of the Petition Date,
the Debtors' total consolidated funded senior debt obligations
were approximately $10.7 million and consisted of, among other
things, $7.72 million owing on a revolving line of credit
facility, $2.83 million owing on a line of credit for the purchase
of equipment, and $166,000 due on a corporate VISA Card.  PNC Bank
asserts that a letter of credit facility is secured by all
personal property owned by Wholesale.  Unsecured trade payables
totaled $22.8 million as of May 21, 2013.


COOPER-BOOTH WHOLESALE: SSA Advisor Approved as Investment Banker
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of
Pennsylvania, in an amended order, authorized Cooper-Booth
Wholesale Company, L.P., et al., to employ SSG Advisors, LLC as
investment bankers.

To the best of the Debtors' knowledge, SSG has no interest adverse
to the Debtor's estates.

Cooper-Booth Wholesale Company, L.P. and two affiliates sought
Chapter 11 protection (Bankr. E.D. Pa. Lead Case No. 13-14519) in
Philadelphia on May 21, 2013, after the U.S. government seized the
Company's bank accounts to recover payments made by a large
customer caught smuggling Virginia-stamped cigarettes into New
York.

Serving the mid-Atlantic region, Cooper is one of the top 20
convenience store wholesalers in the country.  Cooper supplies
cigarettes, snacks, beverages and other food items from Hershey's,
Lellogg's, Bic, and Mars to convenience stores.  Cooper has been
in the wholesale distribution business since 1865 when the Booth
Tobacco Company was incorporated in Lancaster, Pennsylvania.  The
Company has been family owned and operated for three generations.

Aris J. Karalis, Esq., and Robert W. Seitzer, Esq., at Maschmeyer
Karalis, P.C., in Philadelphia, serve as the Debtors' bankruptcy
counsel.  Executive Sounding Board Associates, Inc., is the
financial advisor.  Blank Rome LLP represents the Debtor in
negotiations with federal agencies concerning the seizure warrant.

Cooper Booth disclosed $58,216,784 in assets and $35,054,482 in
liabilities as of the Chapter 11 filing.  As of the Petition Date,
the Debtors' total consolidated funded senior debt obligations
were approximately $10.7 million and consisted of, among other
things, $7.72 million owing on a revolving line of credit
facility, $2.83 million owing on a line of credit for the purchase
of equipment, and $166,000 due on a corporate VISA Card.  PNC Bank
asserts that a letter of credit facility is secured by all
personal property owned by Wholesale.  Unsecured trade payables
totaled $22.8 million as of May 21, 2013.


DENVER PARENT: S&P Assigns 'B-' CCR & Rates $250MM Notes 'CCC'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B-'
corporate credit rating to Denver Parent Corp.  The outlook is
stable.

"At the same time, we assigned our 'CCC' issue-level rating (two
notches lower than the corporate credit rating) to Denver Parent
Corp.'s proposed $250 million senior unsecured PIK notes due 2018.

We also assigned a '6' recovery rating to the notes, indicating
our expectation of minimal (0% to 10%) recovery in the event of a
payment default.  Denver Parent Corp. is the parent company of
Venoco Inc. and intends to use proceeds from the transaction to
fund repayment of existing debt and an equity contribution to
Venoco.  The subsidiary intends to use the contributed funds to
repay debt," S&P said.

"The ratings on Denver Parent Corp. reflect the credit profile of
its subsidiary, Venoco Inc., and our view of the company's
business risk profile as "vulnerable", given its small reserve
base, high operating costs, and the geographic concentration of
its assets," said Standard & Poor's credit analyst Ben Tsocanos.

The company's profitability benefits from oil production that
currently receives favorable prices relative to natural gas. The
company's mature asset base is primarily located in shallow waters
on the coast of Southern California.

"We view Venoco's financial risk profile as "highly leveraged,"
S&P said.

This high leverage resulted, in part, from debt the company
incurred to fund a management buyout that closed in October 2012.
The company is now 100% owned by affiliates of former CEO Tim
Marquez, who is now the executive chairman.

The company sold its Sacramento Basin assets and certain Monterey
Shale assets for $250 million, using the proceeds to pay down a
substantial amount of the buyout-related debt and reducing
leverage somewhat.

"We expect debt to EBITDA to remain in the 5x-5.5x range through
2014," S&P said.


DOUGLAS PLACE: RTC Fails to Bar New Stream From Selling Stake
-------------------------------------------------------------
Minnesota District Judge Ann D. Montgomery denied Regions
Treatment Center, LLC, requests to stop New Stream Real Estate,
LLC, from selling its interests in The Douglas Place Inc. to any
third party.

Specifically, Judge Montgomery denied RTC's Motion for Preliminary
Injunction, as well as its Amended Motion for Confirmation of
Continued Effectiveness of Temporary Restraining Order or for
Extension of the Term of the Order in its lawsuit against New
Stream Real Estate, LLC.

RTC filed the lawsuit on July 3, 2013, in Polk County, alleging
claims for breach of contract, promissory estoppel, and tortious
interference with contract.  RTC simultaneously filed motions
requesting an ex parte TRO as well as a preliminary injunction
enjoining New Stream.

On the same day, the Polk County District Court granted RTC's TRO
request ex parte.  On July 5, 2013, New Stream removed this action
to federal court. Shortly thereafter, RTC filed the two motions
currently before the District Court.

In November 2011, the Douglas Place filed Chapter 11 bankruptcy in
the U.S. Bankruptcy Court for the District of Minnesota.  New
Stream, which made several loans to the Douglas Place in 2005 and
2007, filed a proof of claim for $6,556,342.59 in the bankruptcy
case.  The Trustee for the bankruptcy action is currently
considering administering the bankruptcy through a reorganization
instead of selling off the estate's assets, and is thus
considering selling stock in the reorganized entity.

In late 2012, RTC and New Stream began negotiating the sale of New
Stream's interests in the Douglas Place.  These interests included
a promissory note in the amount of $3.5 million, stock in the
Douglas Place, mortgage interests, security agreements and related
documents, and a judgment against the Douglas Place.  RTC and New
Stream agreed on a sale price of $3.5 million for the assets,
though they did not finalize the terms of the sale.

Negotiation over the terms of the sale agreement between New
Stream and RTC continued for months, with the parties still
struggling to finalize the agreement in May 2013.  RTC failed to
deliver a signed copy of the parties' contract by June 6, 2013.

In the meantime, on June 5, 2013, another party interested in
purchasing the Assets had contacted New Stream.  At the time,
awaiting the closing of its agreement with RTC, New Stream
declined the offer.  After RTC failed to deliver an executed copy
of the agreement on June 6, however, New Stream restarted its
conversation with this second potential purchaser.  New Stream
eventually agreed to a selling price of $4 million with the new
purchaser.

The potential purchaser has stressed to New Stream that their
agreement must be completed by Aug. 13, 2013.  Failure to timely
close this second deal "will almost certainly undermine" New
Stream's ability to sell the Assets to this purchaser.

The case is, Regions Treatment Center, LLC, Plaintiff, v. New
Stream Real Estate, LLC, Defendant, Civil No. 13-1752 ADM/LIB
(D. Minn.).  A copy of the Court's Aug. 7, 2013 Memorandum Opinion
and Order is available at http://is.gd/ivstYOfrom Leagle.com.

Jon R. Brakke, Esq. -- jbrakke@vogellaw.com -- at Vogel Law Firm,
Fargo, North Dakota, represents RTC.

Edwin H. Caldie, Esq., Katherine E. Devlaminck, Esq., and Sharon
R. Markowitz, Esq., at Leonard Street and Deinard, PA, in
Minneapolis, Minn., argue for New Stream.

The Douglas Place, Inc., based in East Grand Forks, Minn., filed
for Chapter 11 bankruptcy (Bankr. D. Minn. Case No. 11-61065) in
Fergus Falls on Nov. 1, 2011.  Judge Dennis D. O'Brien oversees
the case.  Jon R. Brakke, Esq., at Vogel Law Firm, served as the
Debtor's counsel, according to the Chapter 11 petition.  In its
petition, Douglas Place estimated under $10 million in both assets
and debts.  A list of the Debtor's 14 largest unsecured creditors
filed with the petition is available for free at
http://bankrupt.com/misc/mnb11-61065.pdf The petition was signed
by Michael J. Bydal, CFO/CEO.

Mr. Bydal is also a debtor in a separate Chapter 11 petition (Case
No. 11-61059) filed on Oct. 31, 2011.


EASTMAN KODAK: OEPA Questions Release Provision of Plan
-------------------------------------------------------
The Ohio Environmental Protection Agency is asking U.S. Bankruptcy
Judge Allan Gropper to deny the confirmation of Eastman Kodak
Co.'s proposed Chapter 11 reorganization plan.

OEPA is questioning a provision of the proposed plan that releases
Kodak's directors, officers and employees from liabilities
resulting from violations of environmental law.  The agency argued
only Kodak should receive a discharge upon approval of the plan
pursuant to U.S. bankruptcy law.

OEPA said it also opposes the provision to the extent that it
seeks to abolish Kodak's obligation to establish a financial
assurance mechanism in an amount sufficient to cover the costs of
conducting a corrective action required at the company's Hilton
Davis facility in Hamilton County, Ohio.

Judge Gropper is set to hold a hearing on August 20 to consider
approval of Kodak's restructuring plan.

OEPA is represented by:

         Michael E. Idzkowski, Esq.
         Assistant Attorney General
         Environmental Enforcement Section
         30 E. Broad Street, 25th Floor
         Columbus, Ohio 43215
         Tel: (614) 466-2766
         Fax: (614) 644-1926
         E-mail: michael.idzkowski@ohioattorneygeneral.gov

                        About Eastman Kodak

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

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

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

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

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

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

The Retirees Committee has hired Haskell Slaughter Young &
Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper,
LLC, as Bankruptcy Consultants and Financial Advisors; and the
Segal Company, as Actuarial Advisors.

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

Kodak completed the $527 million sale of digital-imaging
technology on Feb. 1, 2013.  Kodak intends to reorganize by
focusing on the commercial printing business.

At the end of April 2013, Kodak filed a proposed reorganization
plan offering 85 percent of the stock to holders of the remaining
$375 million in second-lien notes. The other 15 percent is for
unsecured creditors with $2.7 billion in claims and retirees who
have a $635 million claim from the loss of retirement benefits.


EASTMAN KODAK: Wins Approval of Deal Protecting Spectra's Rights
----------------------------------------------------------------
U.S. Bankruptcy Judge Allan Gropper approved the stipulation
signed by Eastman Kodak Co. and Spectra Logic Corp. to protect the
ownership rights of the computer data storage company under a
service agreement.

The service agreement dated Nov. 29, 2011, is one of the contracts
that Kodak has proposed to assume and assign to its U.K. pension
fund as part of the sale of its personalized imaging and document
imaging businesses.

Pursuant to the stipulation, all equipment owned by Spectra and
held by Kodak will be transferred to the U.K. pension fund subject
in all respects to the service agreement.  The assumption and
assignment of the agreement will include the pension fund's
assumption of Kodak's obligations arising from future services
that were prepaid by Spectra.

                        About Eastman Kodak

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

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

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

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

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

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

The Retirees Committee has hired Haskell Slaughter Young &
Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper,
LLC, as Bankruptcy Consultants and Financial Advisors; and the
Segal Company, as Actuarial Advisors.

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

Kodak completed the $527 million sale of digital-imaging
technology on Feb. 1, 2013.  Kodak intends to reorganize by
focusing on the commercial printing business.

At the end of April 2013, Kodak filed a proposed reorganization
plan offering 85 percent of the stock to holders of the remaining
$375 million in second-lien notes. The other 15 percent is for
unsecured creditors with $2.7 billion in claims and retirees who
have a $635 million claim from the loss of retirement benefits.


EASTMAN KODAK: Time to Remove Civil Actions Moved to Dec. 9
-----------------------------------------------------------
U.S. Bankruptcy Judge Allan Gropper issued an order giving Eastman
Kodak Co. additional time to remove civil actions.

The court order extended the deadline to Dec. 9, 2013, or 30 days
after entry of a court order terminating the automatic stay that
was applied to the civil actions.  As of Jan. 19, 2012, the
company is involved in about 100 civil actions pending in U.S.
federal and state courts.

                        About Eastman Kodak

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

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

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

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

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

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

The Retirees Committee has hired Haskell Slaughter Young &
Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper,
LLC, as Bankruptcy Consultants and Financial Advisors; and the
Segal Company, as Actuarial Advisors.

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

Kodak completed the $527 million sale of digital-imaging
technology on Feb. 1, 2013.  Kodak intends to reorganize by
focusing on the commercial printing business.

At the end of April 2013, Kodak filed a proposed reorganization
plan offering 85 percent of the stock to holders of the remaining
$375 million in second-lien notes. The other 15 percent is for
unsecured creditors with $2.7 billion in claims and retirees who
have a $635 million claim from the loss of retirement benefits.


ECOSPHERE TECHNOLOGIES: Fidelity National Now Holds 39% of EES
--------------------------------------------------------------
Fidelity National Financial, Inc., exercised its previously
disclosed option to purchase an additional 8 percent interest in
Ecosphere Energy Services, LLC, from Ecosphere Technologies, Inc.,
for $4 million.  As a result, ETI and FNF now own 31 percent and
39 percent of EES, respectively.  Additionally, ETI granted FNF an
option to acquire an additional 12 percent interest in EES for $6
million by the end of 2013.

ETI presently owns 100 percent of all the transferable fields of
use that are non-energy related including the rights to
manufacture its patented systems.

In the future, ETI may execute a similar strategy as it did with
FNF to inject seed capital to grow any or all of each vertical
market in the U.S. or any country and or city of the world that
the patented Ozonix technology can be used to treat water in.

ETI's Founder has assigned to ETI the unconditional rights to use
the Ozonix? technology globally for the patents ETI has received
as well as the pending patents in the U.S. and globally for the
Ozonix process.  ETI is focusing its efforts on capitalizing one
or more verticals at this time, while at the same time assisting
EES in expanding its business and licensing opportunities.

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

                       http://is.gd/rDboL2

                   About Ecosphere Technologies

Stuart, Florida-based Ecosphere Technologies (OTC BB: ESPH) --
http://www.ecospheretech.com/-- is a water engineering,
technology licensing and environmental services company that
designs, develops and manufactures wastewater treatment solutions
for industrial markets.  Ecosphere, through its majority-owned
subsidiary Ecosphere Energy Services, LLC, provides energy
exploration companies with an onsite, chemical free method to kill
bacteria and reduce scaling during fracturing and flowback
operations.

Ecosphere disclosed net income of $1.05 million on $31.13 million
of total revenues for the year ended Dec. 31, 2012, as compared
with a net loss of $5.86 million on $21.08 million of total
revenues for the year ended Dec. 31, 2011.

The Company's balance sheet at March 31, 2013, showed $9.66
million in total assets, $6.45 million in total liabilities, $3.65
million in total redeemabable convertible cumulative preferred
sotck, and a $453,324 total deficit.

Salberg & Company, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has seen a recent significant decline in its
working capital primarily relating to delays in receiving
additional purchase orders and related funding from a significant
customer.  This matter raises substantial doubt about the
Company's ability to continue as a going concern.


ELEPHANT TALK: Provides Update on Company Development
-----------------------------------------------------
Elephant Talk Communications Corp. issued an open letter, dated
Aug. 6, 2013, to stockholders regarding the Company's activities
to date in 2013.

"...[We] are more optimistic than ever in the growth trajectory of
our company,"  Steven van der Velden, chief executive officer of
the Company, said.  "We are at a critical inflection point in the
value of our enterprise as we continue to add users to our mobile
platform and increase the number of transactions processed with
financial institutions for our cyber security technology," he
added.

The Company is expanding its geographic footprint as it continues
to add users to its proprietary Software Defined Network
Architecture platform that allows the Company to efficiently
manage and process Big Data in the mobile cloud on behalf of its
clients and their end users.

The Company's subsidiary ValidSoft, in partnership with FICO,
continues to be awarded contracts with global financial
institutions to provide the Company's world-class cyber security
solutions.

According to the Company, the higher margin mobile and security
solutions business has achieved seven consecutive quarters of
increasing revenue growth and accounted for nearly 60 percent of
the Company's total revenue in first quarter of 2013.

A copy of the letter is available for free at:

                       http://is.gd/KXzAil

                       About Elephant Talk

Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK)
-- http://www.elephanttalk.com/-- is an international provider of
business software and services to the telecommunications and
financial services industry.

Elephant Talk disclosed a net loss attributable to the Company of
$23.13 million in 2012, a net loss attributable to the Company of
$25.31 million in 2011 and a net loss attributable to the Company
of $92.48 million in 2010.  The Company's balance sheet at
March 31, 2013, showed $34.47 million in total assets, $18.29
million in total liabilities, and $16.18 million in total
stockholders' equity.

BDO USA, LLP, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company has
suffered recurring losses from operations has an accumulated
deficit of $203.3 million and continues to generate negative cash
flows that raise substantial doubt about its ability to continue
as a going concern.


ELITE PHARMACEUTICALS: Extends Bridge Loan Maturity to 2014
-----------------------------------------------------------
Elite Pharmaceuticals, Inc., amended its bridge loan agreement
with Jerry Treppel, the Company's Chairman pursuant to which the
date on which the unpaid principal amount then outstanding plus
accrued interest thereon be paid in full is changed from July 31,
2013, to July 31, 2014.  In addition, the requirement that the
Company raises at least $2,000,000 in gross proceeds from the sale
of any of its equity securities was removed from the Loan
Agreement.  All other terms remain the same.  A copy of the
Amended Loan Agreement is available at http://is.gd/KiaBAi

                    About Elite Pharmaceuticals

Northvale, New Jersey-based Elite Pharmaceuticals, Inc., is a
specialty pharmaceutical company principally engaged in the
development and manufacture of oral, controlled-release products,
using proprietary technology and the development and manufacture
of generic pharmaceuticals.  The Company has one product,
Phentermine 37.5mg tablets, currently being sold commercially.

Elite Pharmaceuticals reported net income attributable to common
shareholders of $1.48 million on $3.40 million of total revenues
for the year ended March 31, 2013, as compared with a net loss
attributable to common shareholders of $15.05 million on $2.42
million of total revenues for the year ended March 31, 2012.
As of March 31, 2013, the Company had $11.12 million in total
assets, $19.79 million in total liabilities and a $8.67 million
total stockholders' deficit.

Demetrius Berkower LLC, in Wayne, New Jersey, issued a "going
concern" qualification on the consolidated financial statements
for the year ended March 31, 2013.  The independent auditors noted
that the Company has experienced significant losses resulting in a
working capital deficiency and shareholders' deficit.  These
conditions raise substantial doubt about its ability to continue
as a going concern.


ELITE PHARMACEUTICALS: Appoints N. Hakim as CEO & President
-----------------------------------------------------------
Elite Pharmaceuticals, Inc., has appointed longtime industry
veteran Nasrat Hakim as president, chief executive officer and
member of Elite's board of directors.  Elite has also purchased
from Mikah Pharma, LLC, 12 approved and one pending Abbreviated
New Drug Applications to add to Elite's pipeline of products.  As
part of his employment agreement, Mr. Hakim has elected to receive
his salary in restricted common stock in lieu of cash.  Jerry
Treppel remains Chairman of the Board of Directors.

Mr. Hakim has more than 30 years of pharmaceutical and medical
industry experience in Quality Assurance, Analytical Research and
Development, Technical Services and Regulatory Compliance.  He
brings with him proven management experience, in-depth knowledge
of manufacturing systems, development knowledge in immediate and
extended release formulations and extensive regulatory experience
of GMP and FDA regulations.  From 2004 - 2013, Mr. Hakim was
employed by Actavis, Watson and Alpharma in various senior
management positions.  Most recently, Mr. Hakim served as
International Vice President of Quality Assurance at Actavis,
overseeing 25 sites with more than 3,000 employees under his
leadership.  Mr. Hakim also served as Corporate Vice President of
Technical Services, Quality and Regulatory Compliance for Actavis
U.S., Global Vice President, Quality and Regulatory Compliance for
Alpharma, as well as Executive Director of Quality Unit at
TheraTech, overseeing manufacturing and research and development.
In 2009, Mr. Hakim founded Mikah Pharma, LLC, a virtual, fully
functional pharmaceutical company.

With Mr. Hakim joining the Company, Mikah has sold to Elite 13
ANDAs for generic pharmaceutical products for aggregate
consideration of $10,000,000, payable pursuant to a secured
convertible note due in August 2016.  Of the 13 products, which
represent six different chemical entities, 12 of these products
are already FDA approved ANDAs, with one already on the market and
one ANDA is under active review by the FDA.  Of the 13 products,
two products are in markets where there is only one other generic
competitor.  Elite will submit filings to the FDA for each of the
products for the manufacturing site transfer.  The Company
believes that the site transfers qualify for a CBE 30 review with
one exception, which would allow for the product manufacturing
transfer on an expedited basis. However, the Company can give no
assurances that the site transfers will qualify for a CBE 30
review or on the timing of these transfers and the timing is
dependent on the FDA reviews.

"Nasrat is a uniquely qualified, seasoned leader with more than
three decades of experience in the pharmaceutical and medical
industry.  Nasrat has broad experience in both branded and generic
pharmaceuticals as well as extensive regulatory experience and I
have tremendous confidence in his ability to drive operational
excellence and growth as we advance the development of products
utilizing our proprietary abuse resistant technology.  The
acquisition of the Mikah products is expected to eventually
significantly enhance our revenue base over time with a
commensurate increase in cash flow that will be utilized to
decrease our operating losses and then support R&D.  Nasrat's
willingness to accept stock in lieu of cash for payment of salary
and bonus, at his insistence I might add, speaks volumes as to his
opinion of Elite's future potential," said Jerry Treppel, Chairman
of Elite Pharmaceuticals.

"I am extremely excited to join Jerry and the other members of the
Elite team as the Company expands the product pipeline and
revenues while at the same time advances the development of abuse
resistant opioids," said Mr. Hakim.  "I believe that Elite
possesses unique and compelling pharmacological technology to
develop opioids with the highest barrier to prevent recreational
drug abuse.  I look forward to working with the Elite team and
being a part of this exciting transformation."

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

                         http://is.gd/j8uWlW

                     About Elite Pharmaceuticals

Northvale, New Jersey-based Elite Pharmaceuticals, Inc., is a
specialty pharmaceutical company principally engaged in the
development and manufacture of oral, controlled-release products,
using proprietary technology and the development and manufacture
of generic pharmaceuticals.  The Company has one product,
Phentermine 37.5mg tablets, currently being sold commercially.

Elite Pharmaceuticals reported net income attributable to common
shareholders of $1.48 million on $3.40 million of total revenues
for the year ended March 31, 2013, as compared with a net loss
attributable to common shareholders of $15.05 million on $2.42
million of total revenues for the year ended March 31, 2012.
As of March 31, 2013, the Company had $11.12 million in total
assets, $19.79 million in total liabilities and a $8.67 million
total stockholders' deficit.

Demetrius Berkower LLC, in Wayne, New Jersey, issued a "going
concern" qualification on the consolidated financial statements
for the year ended March 31, 2013.  The independent auditors noted
that the Company has experienced significant losses resulting in a
working capital deficiency and shareholders' deficit.  These
conditions raise substantial doubt about its ability to continue
as a going concern.


ENDEAVOUR INTERNATIONAL: Had $14.3-Mil. Net Loss in 2nd Quarter
---------------------------------------------------------------
Endeavour International Corporation reported a net loss to common
stockholders of $14.34 million on $126.16 million of revenues for
the three months ended June 30, 2013, as compared with a net loss
to common stockholders of $51.26 million on $23 million of
revenues for the same period during the prior year.

For the six months ended June 30, 2013, the Company incurred a net
loss to common stockholders of $28.84 million on $183.83 million
of revenues, as compared with a net loss to common stockholders of
$86.98 million on $38.16 million of revenues for the same period a
year ago.

As of June 30, 2013, the Company had $1.54 billion in total
assets, $1.41 billion in total liabilities, $43.70 million in
series C convertible preferred stock and $85.12 million in
stockholders' equity.

"We remain focused and are making progress on operational matters
related to the commencement of first production at Rochelle and
improved performance at Alba," said William L. Transier, chairman,
chief executive officer and president.  "The start-up of
production from the Bacchus B-1 development is another achievement
for the Company.  The performance of this field continues to be
very positive."

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

                       http://is.gd/Vehp1m

                   About Endeavour International

Houston-based Endeavour International Corporation (NYSE: END)
(LSE: ENDV) is an oil and gas exploration and production company
focused on the acquisition, exploration and development of energy
reserves in the North Sea and the United States.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $126.22 million, as compared with a net loss of $130.99 million
during the prior year.

                           *     *     *

As reported by the TCR on March 5, 2013, Moody's Investors Service
downgraded Endeavour International Corporation's Corporate Family
Rating to Caa3 from Caa1.  Endeavour's Caa3 CFR reflects its weak
liquidity, small production and proved reserve scale, geographic
concentration and the uncertainties regarding its future
performance given the inherent execution risks related to its
offshore North Sea operations for a company of its size.

In the Feb. 22, 2013, edition of the TCR, Standard & Poor's
Ratings Services lowered its corporate credit rating on Houston,
Texas-based Endeavour International Corp. (Endeavour) to 'CCC+'
from 'B-'.  The rating action reflects S&P's expectation that
Endeavour could have insufficient liquidity to meet its needs due
to the delay in production from its Rochelle development.


FIRST BANKS: Posts $9.6 Million Net Income in Second Quarter
------------------------------------------------------------
First Banks, Inc., reported net income of $9.56 million on $37.97
million of net interest income for the three months ended June 30,
2013, as compared with net income of $7.12 million on $43.60
million of net interest income for the same period during the
prior year.

For the six months ended June 30, 2013, the Company posted net
income of $16.32 million on $75.89 million of net interest income,
as compared with net income of $13.96 million on $87.39 million of
net interest income for the same period a year ago.

Terrance M. McCarthy, president and chief executive officer of the
Company, said, "We are very pleased to report an improvement in
quarterly and year-to-date earnings as compared to the prior year.
We continued to make good progress in improving our key asset
quality metrics and regulatory capital ratios during the second
quarter."

The Company's selected balance sheet data showed $6.21 billion in
total assets and $270.79 million in stockholders' equity.

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

                        http://is.gd/tyPm8w

                        About First Banks

First Banks, Inc., is a registered bank holding company
incorporated in Missouri in 1978 and headquartered in St. Louis,
Missouri.  The Company operates through its wholly owned
subsidiary bank holding company, The San Francisco Company, or
SFC, headquartered in St. Louis, Missouri, and SFC's wholly owned
subsidiary bank, First Bank, also headquartered in St. Louis,
Missouri.

First Banks disclosed net income of $25.98 million in 2012, as
compared with a net loss of $44.10 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $6.39 billion in total
assets, $6.10 billion in total liabilities and $297.06 million in
total stockholders' equity.


FIRST COMMUNITY BANK: C1 Bank Assumes All of Bank's Deposits
------------------------------------------------------------
First Community Bank of Southwest Florida, Fort Myers, Florida,
also operating as Community Bank of Cape Coral, was closed by the
Florida Office of Financial Regulation, which appointed the
Federal Deposit Insurance Corporation (FDIC) as receiver.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with C1 Bank, Saint Petersburg, Florida, to
assume all of the deposits of First Community Bank of Southwest
Florida.

The seven former branches of First Community Bank of Southwest
Florida will reopen as branches of C1 Bank during their normal
business hours.  Depositors of First Community Bank of Southwest
Florida will automatically become depositors of C1 Bank.  Deposits
will continue to be insured by the FDIC, so there is no need for
customers to change their banking relationship in order to retain
their deposit insurance coverage up to applicable limits.

Customers of First Community Bank of Southwest Florida should
continue to use their current branch until they receive notice
from C1 Bank that systems conversions have been completed to allow
full-service banking at all branches of C1 Bank.

Friday evening and over the weekend, depositors of First Community
Bank of Southwest Florida [were able to] access their money by
writing checks or using ATM or debit cards.  Checks drawn on the
bank will continue to be processed.  Loan customers should
continue to make their payments as usual.

As of March 31, 2013, First Community Bank of Southwest Florida
had approximately $265.7 million in total assets and $254.2
million in total deposits.  In addition to assuming all of the
deposits of the failed bank, C1 Bank agreed to purchase
essentially all of the failed bank's assets.


FL.INVEST.USA INC: Case Survives Dismissal But Converted to Ch.7
----------------------------------------------------------------
Bankruptcy Judge Fredrick E. Clement declined a request to dismiss
the Chapter 11 case of FL.Invest.USA Inc.  The Court, however,
finds that conversion of the case to one under Chapter 7 of the
Bankruptcy Code "best serves the interests of creditors."

The debtor has not filed a plan or disclosure statement since the
case was filed nearly eight months ago. No other significant
activity has occurred in the case.

Secured creditors Aldo Nemni and Maria Rosa Pizzorno-Nemni, and
Miro America LLC, sought dismissal of the case.

Six years ago, the Nemnis paid $2.4 million to FL.Invest.USA Inc.
for stock and oil royalties. After the debtor failed to perform,
the Nemnis obtained judgments against the Debtor, which remain
unsatisfied.  Two days after a receiver was appointed, the debtor
filed its petition.  Excluding insiders and the debtor's
attorneys, the Nemnis are the only creditors.

A copy of the Court's Aug. 7, 2013 Memorandum Decision is
available at http://is.gd/IET90mfrom Leagle.com.

FL.Invest.USA Inc. is a Florida corporation with headquarters in
Delaware.  Its only significant asset is 240 acres of property,
known as Pine Meadows, and in Kern County, California. The debtor
is owned by Daisy Finance, Ltd., which, in turn, is owned by
Vittorino Serri and Lorenzo Serri. The debtor's only director is
Mark Marinzoli. It has no employees. Accounting and other support
services are provided by an independent contractor, Fiduciary
Support Services, Inc., which is owned by Marinzoli.

FL.Invest.USA Inc. -- aka FL. Invest USA, Inc. and FL Invest USA,
Inc. -- filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No.
12-13295) on Dec. 7, 2012.  Judge Kevin J. Carey presides over the
case.  Ryan M. Ernst, Esq. -- rernst@oeblegal.com -- at O'Kelly
Ernst & Bielli, LLC, serves as the Debtor's counsel.  In its
petition, the Debtor estimated $1 million to $10 million in both
assets and debts.  The petition was signed by Mark Marinzoli,
director.

At the behest of secured creditors Aldo Nemni and Maria Rosa
Pizzorno-Nemni, and Miro America LLC, which are together owed $3.9
million, plus post-judgment interest, the Delaware Court early in
2013 transferred the venue of the case to the U.S. Bankruptcy
Court in Fresno, Calif. (Bankr. E.D. Calif. Case No. 13-10814).


FLORIDA GAMING: Silvermark Extends SPA Expiration to Aug. 30
------------------------------------------------------------
Silvermark LLC notified Florida Gaming Corporation and Florida
Gaming Centers, Inc., that it had exercised its right to extend
the expiration time under the Stock Purchase Agreement until 11:59
P.M., E.T on Aug. 30, 2013.

As previously disclosed, under the Third Amendment to Stock
Purchase Agreement entered into by the parties as of May 8, 2013,
if the transactions contemplated by the Stock Purchase Agreement
had not been consummated on or before May 31, 2013, then
Silvermark has the option to extend the expiration time, from time
to time, to no later than 11:59 P.M., E.T. on Aug. 30, 2013, upon
written notice to the Company.

                      About Florida Gaming

Florida Gaming Corporation operates live Jai Alai games at
frontons in Ft. Pierce, and Miami, Florida through its Florida
Gaming Centers, Inc. subsidiary.  The Company also conducts
intertrack wagering (ITW) on jai alai, horse racing and dog racing
from its facilities.  Poker is played at the Miami and Ft. Pierce
Jai-Alai, and dominoes are played at the Miami Jai-Alai.  In
addition, the Company operates Tara Club Estates, Inc., a
residential real estate development located near Atlanta in Walton
County, Georgia.  Approximately 46.2% of the Company's common
stock is controlled by the Company's Chairman and CEO either
directly or beneficially through his ownership of Freedom Holding,
Inc.  The Company is based in Miami, Florida.

Florida Gaming disclosed a net loss of $22.69 million in 2012, as
compared with a net loss of $21.76 million in 2011.

Morrison, Brown, Argiz & Farra, LLC, in Miami, Florida, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has experienced recurring losses
from operations, cash flow deficiencies, and is in default of
certain credit facilities, all of which raise substantial doubt
about its ability to continue as a going concern.

The Company's balance sheet at March 31, 2013, showed $74.61
million in total assets, $126.27 million in total liabilities and
a $51.65 million total stockholders' deficit.


FREESEAS INC: Issues 900,000 Add'l Settlement Shares to Hanover
---------------------------------------------------------------
FreeSeas Inc. issued to Hanover Holdings I, LLC, 900,000
additional settlement shares pursuant to the terms of the
Settlement Agreement approved by the Supreme Court of the State of
New York, County of New York, on June 25, 2013.

The Order approved, among other things, the settlement between
FreeSeas and Hanover, in the matter entitled Hanover Holdings I,
LLC v. FreeSeas Inc., Case No. 651950/2013.  Hanover commenced the
Action against the Company on May 31, 2013, to recover an
aggregate of $5,331,011 of past-due accounts payable of the
Company, plus fees and costs.  The Order provides for the full and
final settlement of the Claim and the Action.

Pursuant to the terms of the Settlement Agreement, on June 26,
2013, the Company issued and delivered to Hanover 890,000 shares
of the Company's common stock, $0.001 par value, and between
July 2, 2013, and Aug. 5, 2013, the Company issued and delivered
to Hanover an aggregate of 9,483,000 additional settlement shares.

A copy of the Form 6-K is available for free at:

                        http://is.gd/gpFWom

                         About FreeSeas Inc.

Headquartered in Athens, Greece, FreeSeas Inc., formerly known as
Adventure Holdings S.A., was incorporated in the Marshall Islands
on April 23, 2004, for the purpose of being the ultimate holding
company of ship-owning companies.  The management of FreeSeas'
vessels is performed by Free Bulkers S.A., a Marshall Islands
company that is controlled by Ion G. Varouxakis, the Company's
Chairman, President and CEO, and one of the Company's principal
shareholders.

The Company's fleet consists of six Handysize vessels and one
Handymax vessel that carry a variety of drybulk commodities,
including iron ore, grain and coal, which are referred to as
"major bulks," as well as bauxite, phosphate, fertilizers, steel
products, cement, sugar and rice, or "minor bulks."  As of
Oct. 12, 2012, the aggregate dwt of the Company's operational
fleet is approximately 197,200 dwt and the average age of its
fleet is 15 years.

Freeseas disclosed a net loss of US$30.88 million in 2012, a net
loss of US$88.19 million in 2011, and a net loss of US$21.82
million in 2010.  The Company's balance sheet at Dec. 31, 2012,
showed US$114.35 million in total assets, $106.55 million in
total liabilities and US$7.80 million in total shareholders'
equity.

RBSM LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company has
incurred recurring operating losses and has a working capital
deficiency.  In addition, the Company has failed to meet
scheduled payment obligations under its loan facilities and has
not complied with certain covenants included in its loan
agreements.  It has also failed to make required payments to
Deutsche Bank Nederland as agreed to in its Sept. 7, 2012,
amended and restated facility agreement and received notices of
default from First Business Bank.  Furthermore, the vast majority
of the Company's assets are considered to be highly illiquid and
if the Company were forced to liquidate, the amount realized by
the Company could be substantially lower that the carrying value
of these assets.  These conditions, among others, raise
substantial doubt about the Company's ability to continue as a
going concern.


FREESEAS INC: Debt Purchase and Settlement Pact Takes Effect
------------------------------------------------------------
FreeSeas Inc. disclosed on August 5 that the previously announced
agreement among Deutsche Bank Nederland N.V., the Company, various
wholly-owned subsidiaries of the Company and Hanover Holdings I,
LLC, is effective with the deposit of $2,539,657 into an escrow
account.  The Bank, the Investor and the Company are committed for
a smooth execution of the transaction as per terms of the
Agreement.

Pursuant to the terms of the Agreement, the Investor has agreed to
purchase US$10,500,000 of outstanding indebtedness owed by the
Company to the Bank, out of a total outstanding amount owed of
US$29,958,205, and to undertake and guarantee its settlement
subject to the satisfaction of a number of conditions.  Upon
settlement of the Investor's obligations to the Bank, the
remaining outstanding indebtedness of FreeSeas and its
subsidiaries to the Bank shall be forgiven, and the mortgages of
both of its two security vessels discharged.

                  Issues 875,000 Shares to Hanover

On Aug. 5, 2013, the Company issued and delivered to Hanover
875,000 additional settlement shares pursuant to the terms of the
Settlement Agreement approved by the Supreme Court of the State of
New York, County of New York.

On June 25, 2013, the Court approving, among other things, the
settlement between FreeSeas and Hanover in the matter entitled
Hanover Holdings I, LLC v. FreeSeas Inc., Case No. 651950/2013.
Hanover commenced the Action against the Company on May 31, 2013
to recover an aggregate of $5,331,011 of past-due accounts payable
of the Company, plus fees and costs.  The Order provides for the
full and final settlement of the Claim and the Action.  The
Settlement Agreement became effective and binding upon the Company
and Hanover upon execution of the Order by the Court on June 25,
2013.

Pursuant to the terms of the Settlement Agreement approved by the
Order, on June 26, 2013, the Company issued and delivered to
Hanover 890,000 shares of the Company's common stock, $0.001 par
value, and between July 2, 2013, and Aug. 2, 2013, the Company
issued and delivered to Hanover an aggregate of 8,608,000
Additional Settlement Shares.

A copy of the Form 6-K is available for free at:

                       http://is.gd/Zinyh1

                        About FreeSeas Inc.

Headquartered in Athens, Greece, FreeSeas Inc., formerly known as
Adventure Holdings S.A., was incorporated in the Marshall Islands
on April 23, 2004, for the purpose of being the ultimate holding
company of ship-owning companies.  The management of FreeSeas'
vessels is performed by Free Bulkers S.A., a Marshall Islands
company that is controlled by Ion G. Varouxakis, the Company's
Chairman, President and CEO, and one of the Company's principal
shareholders.

The Company's fleet consists of six Handysize vessels and one
Handymax vessel that carry a variety of drybulk commodities,
including iron ore, grain and coal, which are referred to as
"major bulks," as well as bauxite, phosphate, fertilizers, steel
products, cement, sugar and rice, or "minor bulks."  As of
Oct. 12, 2012, the aggregate dwt of the Company's operational
fleet is approximately 197,200 dwt and the average age of its
fleet is 15 years.

Freeseas disclosed a net loss of US$30.88 million in 2012, a net
loss of US$88.19 million in 2011, and a net loss of US$21.82
million in 2010.  The Company's balance sheet at Dec. 31, 2012,
showed US$114.35 million in total assets, $106.55 million in
total liabilities and US$7.80 million in total shareholders'
equity.

RBSM LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company has
incurred recurring operating losses and has a working capital
deficiency.  In addition, the Company has failed to meet
scheduled payment obligations under its loan facilities and has
not complied with certain covenants included in its loan
agreements.  It has also failed to make required payments to
Deutsche Bank Nederland as agreed to in its Sept. 7, 2012,
amended and restated facility agreement and received notices of
default from First Business Bank.  Furthermore, the vast majority
of the Company's assets are considered to be highly illiquid and
if the Company were forced to liquidate, the amount realized by
the Company could be substantially lower that the carrying value
of these assets.  These conditions, among others, raise
substantial doubt about the Company's ability to continue as a
going concern.


GARDEN RIDGE: Appeals Court Reviews Ruling in Suit v. Clear Lake
----------------------------------------------------------------
The Court of Appeals, Fourteenth District, ruled that in a
contract breach lawsuit, the trial court erred by granting summary
judgment to Garden Ridge, L.P. and denying Clear Lake Center,
L.P.'s motion for summary judgment in part on the limitations
defense.

Garden Ridge sued Clear Lake for breach of a commercial real
property lease.  Garden Ridge claimed that Clear Lake charged it
for impermissible management fees under the lease.  Garden Ridge
moved for summary judgment on its affirmative claim and on Clear
Lake's counterclaim for declaratory relief.  Clear Lake responded
and moved for summary judgment on its affirmative defenses of
limitations, res judicata, and waiver.  The trial court granted
Garden Ridge's motion, held a jury trial on the issue of Garden
Ridge's attorney's fees, and signed a final judgment awarding
Garden Ridge $470,087.53 on its breach of contract claim,
$530,000.00 in attorney's fees, conditional appellate attorney's
fees, and contractual interest at a rate of eighteen percent,
among other things.

In a July 18, 2013 Opinion, the Appeals Court affirmed in part,
reversed the trial court's judgment in part, and rendered judgment
that Garden Ridge's claims accruing before September 10, 2005, are
barred by limitations, and remanded the case for further
proceedings.

CLEAR LAKE CENTER, L.P., Appellant, v. GARDEN RIDGE, L.P.,
Appellee, Case No. 14-12-00414-CV.  A copy of the Appeals Court's
July 18, 2011 Opinion is available at http://is.gd/Yffgy1from
Leagle.com.

                       About Garden Ridge

Headquartered in Houston, Texas, Garden Ridge Corporation --
http://www.gardenridge.com/-- is a megastore home decor retailer
that offers decorating accessories like baskets, candles, crafts,
home accents, housewares, party supplies, pictures and frames,
pottery, seasonal items, and silk and dried flowers.  The Company
and its debtor-affiliates filed for chapter 11 protection (Bankr.
D. Del. Case No. 04-10324) on Feb. 2, 2004.  Joseph M. Barry,
Esq., at Young Conaway Stargatt & Taylor LLP, represents the
Debtors.  When the Debtors filed for protection from their
creditors, they listed estimated debts and assets of over
$100 million.  The Bankruptcy Court confirmed the Debtors' First
Amended Joint Plan of Reorganization on April 28, 2005.  The Plan
took effect on May 12, 2005.  David B. Stratton, Esq., at Pepper
Hamilton LLP represents the Post-Effective Date Committee.


GARY PHILLIPS: Has Until Sept. 30 to Access Cash Collateral
-----------------------------------------------------------
The Hon. Marcia Phillips Parsons of the U.S. Bankruptcy Court for
the Eastern District of Tennessee signed off on an agreed order
authorizing Gary Phillips Construction LLC's interim use of cash
collateral.

The Court has previously entered several orders for interim use of
cash collateral.

As reported in the Troubled Company Reporter on July 1, 2013, the
Debtor sought continued use of cash collateral until Sept. 30,
2013, to pay estimated expenses that are necessary to prevent
immediate and irreparable harm to the Debtor's estate.

Pursuant to the agreed order, the Debtor is authorized to use the
cash collateral during the interim period.  The Debtor will not be
permitted to use Commercial Bank's specific cash collateral
account which is designated as saving account without further
Court order nor will the Debtor be permitted to use Citizens
Bank's cash collateral.  All rental checks received from Cold
water Cove will continue to be remitted to Citizens Bank.

As adequate protection from any diminution in value of the secured
creditors' collateral, the Debtor will grant each of Regions Bank,
TruPoint Bank and TriSummit Bank replacement liens against the
funds in the cash collateral account as to all assets of the
estate.

The Court will hold another hearing Sept. 17, 2013, at 9 a.m., on
the Debtor's continued use of cash collateral.

                 About Gary Phillips Construction

Piney Flats, Tennessee-based Gary Phillips Construction, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tenn. Case
No. 10-53097) on Dec. 3, 2010.  Fred M. Leonard, Esq., in Bristol,
Tennessee, serves as the Debtor's counsel.  The Debtor tapped
Wayne Turbyfield as accountant.  The Debtor tapped the law firm of
Bearfield & Associates as special counsel.  The Court denied the
application to employ Crye-Leike Realtors as realtor.  In its
schedules, the Debtor disclosed $13,255,698 in assets and
$7,614,399 in liabilities as of the Petition Date.

Daniel M. McDermott, the U.S. Trustee for Region 8, appointed six
creditors to serve on an Official Committee of Unsecured Creditors
in the Debtor's case.  Dean B. Farmer, Esq., at Hodges, Doughty &
Carson, PLLC, serves as the committee's counsel.

The second amended plan of reorganization and accompanying
disclosure statement filed in the Debtor's case provides that
unsecured non-insider creditors owed more than $10,000 will
receive 50% of the net profit of the Debtor for five years
immediately following the plan confirmation date.

The hearing to consider confirmation of Gary Phillips' Chapter 11
plan has been further continued to Sept. 30, 2013, at 9:00 a.m.,
in Greeneville, Tennessee.


GATEHOUSE MEDIA: Posts $119.6 Million of Revenue in 2nd Quarter
---------------------------------------------------------------
GateHouse Media, Inc., reported a net loss of $14.12 million on
$119.59 million of total revenues for the three months ended
June 30, 2013, as compared with a net loss of $2.69 million on
$125.97 million of total revenues for the three months ended
July 1, 2012.  The results were driven by strong digital revenue
growth of 17.3 percent offset by declines in print advertising.

For the six months ended June 30, 2013, the Company reported a net
loss of $31.63 million on $230.17 million of total revenues, as
compared with a net loss of $15.93 million on $243.18 million of
total revenues for the six months ended July 1, 2012.

As of June 30, 2013, the Company had $433.70 million in total
assets, $1.28 billion in total liabilities and a $848.85 million
total stockholders' deficit.

Commenting on GateHouse Media's results, Michael E. Reed, chief
executive officer of GateHouse Media, said,"We saw slightly
improved revenue trends in almost every revenue category during
the second quarter as compared to the first quarter.  We are also
seeing some further improvement in July.  However, we remain very
cautious on our near term outlook as print advertising revenue,
despite the improved trend, continues to decline in the high
single digit range, and still represents the largest revenue
category within our business.  Our primary customers, small
businesses, continue to operate under tough economic conditions
and face secular pressures as well.  It's important that we
continue to drive changes in our business model diversifying our
revenue streams to be more balanced among advertising,
subscription, marketing services and transaction based revenue
streams."

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

                        http://is.gd/xpgOFB

                        About GateHouse Media

GateHouse Media, Inc. -- http://www.gatehousemedia.com/--
headquartered in Fairport, New York, is one of the largest
publishers of locally based print and online media in the United
States as measured by its 97 daily publications.  GateHouse Media
currently serves local audiences of more than 10 million per week
across 21 states through hundreds of community publications and
local Web sites.

                         Bankruptcy Warning

"Our ability to make payments on our indebtedness as required
depends on our ability to generate cash flow from operations in
the future.  This ability, to a certain extent, is subject to
general economic, financial, competitive, legislative, regulatory
and other factors that are beyond our control.

"There can be no assurance that our business will generate cash
flow from operations or that future borrowings will be available
to us in amounts sufficient to enable us to pay our indebtedness
or to fund our other liquidity needs.  Currently we do not have
the ability to draw upon our revolving credit facility which
limits our immediate and short-term access to funds.  If we are
unable to repay our indebtedness at maturity we may be forced to
liquidate or reorganize our operations and business under the
federal bankruptcy laws," the Company said in its annual report
for the year ended Dec. 30, 2012.


GELTECH SOLUTIONS: Amends 2.8 Million Shares Resale Prospectus
--------------------------------------------------------------
GelTech Solutions, Inc., filed a post-effective amendment to its
registration statement on Form S-1 relating to the sale of up to
2,849,282 shares of the Company's common stock by Lincoln Park
Capital Fund, LLC.

The Company will not receive any proceeds from the sales of the
shares of the Company's common stock by the selling shareholder;
however the Company will receive proceeds under the Purchase
Agreement if the Company sells shares to Lincoln Park.

The Company's common stock trades on the Over-the-Counter Bulletin
Board under the symbol "GLTC".

A copy of the Form S-1/A is available for free at:

                        http://is.gd/hQ4BLm

                           About GelTech

Jupiter, Fla.-based GelTech Solutions. Inc., is a Delaware
corporation organized in 2006.  The Company markets four products:
(1) FireIce(R), a water soluble fire retardant used to protect
firefighters, structures and wildlands; (2) Soil2O(R) 'Dust
Control', its new application which is used for dust mitigation in
the aggregate, road construction, mining, as well as, other
industries that deal with daily dust control issues; (3)
Soil2O(R), a product which reduces the use of water and is
primarily marketed to golf courses, commercial landscapers and the
agriculture market; and (4) FireIce(R) Home Defense Unit, a system
for applying FireIce(R) to structures to protect them from
wildfires.

"As of December 31, 2012, the Company had a working capital
deficit, an accumulated deficit and stockholders' deficit of
$1,339,923, $26,011,370 and $2,655,057, respectively, and incurred
losses from operations of $3,211,484 for the six months ended
December 31, 2012 and used cash from operations of $1,994,491
during the six months ended December 31, 2012.  In addition, the
Company has not yet generated revenue sufficient to support
ongoing operations.  These factors raise substantial doubt
regarding the Company's ability to continue as a going concern."

For the nine months ended March 31, 2013, the Company incurred a
net loss of $4.06 million on $206,880 of sales, as compared with a
net loss of $4.04 million on $304,361 of sales for the same period
a year ago.  The Company's balance sheet at March 31, 2013, showed
$1.47 million in total assets, $3.31 million in total liabilities
and a $1.83 million total stockholders' deficit.


GENERAL STEEL: Posts $10.5 Million Net Income in 1st Quarter
------------------------------------------------------------
General Steel Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $10.52 million on $651.29 million of total sales for
the three months ended March 31, 2013, as compared with a net loss
of $55.74 million on $648.04 million of total sales for the same
period during the prior year.

General Steel incurred a net loss of $231.93 million on
$1.96 billion of sales for the year ended Dec. 31, 2012, as
compared with a net loss of $283.29 million on $2.45 billion of
sales for the year ended Dec. 31, 2011.

As of March 31, 2013, the Company had $2.44 billion in total
assets, $2.86 billion in total liabilities and a $427.72 million
total deficiency.

"We are very pleased the first quarter marked significant
milestones in our returning to profitability and quarterly
reporting," said Henry Yu, chairman and chief executive officer of
General Steel.  "Despite the challenging macro environment, we
were able to forge ahead with our strategies and operations, as we
increased shipment, gained market share in our key market in
Western China, improved internal purchasing, and won additional
credit support from our suppliers."

"During the first quarter, we also began construction of an
additional continuous advanced-rebar-rolling production line with
capacity of 1.2 million metric tons scheduled to commence
production in the fourth quarter of 2013.  This is in addition to
our newly-completed 900,000 seismic-grade rebar-rolling production
line that had already started trial productions in July.  We
believe the expanded capacity will further lower our production
costs, thereby further improve our bottom line and market
competitiveness in the second half of 2013."

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

                        http://is.gd/XwUkEt

                   About General Steel Holdings

General Steel Holdings, Inc., headquartered in Beijing, China,
produces a variety of steel products including rebar, high-speed
wire and spiral-weld pipe.  The Company has operations in China's
Shaanxi and Guangdong provinces, Inner Mongolia Autonomous Region
and Tianjin municipality with seven million metric tons of crude
steel production capacity under management.  For more information,
please visit www.gshi-steel.com.


GLOBALSTAR INC: Amends Terms of $586.3 Million Secured Facility
---------------------------------------------------------------
Globalstar, Inc., entered into a Global Deed of Amendment and
Restatement with Thermo Funding Company LLC, Globalstar's domestic
subsidiaries, a syndicate of bank lenders, including BNP Paribas,
Societe Generale, Natixis, Credit Agricole Corporate and
Investment Bank and Credit Industrial et Commercial as arrangers
and BNP Paribas as the security agent and COFACE Agent, providing
for the amendment and restatement of Globalstar's existing $586.3
million senior secured credit facility dated as of June 5, 2009,
and certain related credit documents.

The GARA, when effective, will waive all of Globalstar's existing
defaults under the Existing Credit Agreement, extend the term of
the facility by two and a half years (postponing an aggregate of
$235.3 million in principal payments through 2019), and
restructure the financial covenants.

The GARA provides that, upon the effective date of the
transactions contemplated by the GARA, the Existing Credit
Agreement and certain related credit documents will be amended and
restated in the forms attached to the GARA.

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

                        http://is.gd/3DzhJf

                         About Globalstar

Covington, Louisiana-based Globalstar Inc. provides mobile
satellite voice and data services.  Globalstar offers these
services to commercial and recreational users in more than 120
countries around the world.  The Company's products include mobile
and fixed satellite telephones, simplex and duplex satellite data
modems and flexible service packages.

Globalstar reported a net loss of $25.1 million on $19.3 million
of revenue for the three months ended March 31, 2013, compared
with a net loss of $24.5 million on $16.7 million of revenue for
the same period last year.

The Company's balance sheet at March 31, 2013, showed
$1.391 billion in total assets, $921.0 million in total
liabilities, and stockholders' equity of $469.6 million.

The Company said in its Form 10-Q for the quarter ended March 31,
2013, "We currently lack sufficient resources to meet our existing
contractual obligations over the next 12 months.  As a result,
there is substantial doubt that we can continue as a going
concern.  In order to continue as a going concern, we must obtain
additional external financing; amend the Facility Agreement and
certain other contractual obligations; and restructure the 5.75%
Notes.


GRAY TELEVISION: S&P Raises CCR to 'B+' on Lower Leverage
---------------------------------------------------------
Standard & Poor's Ratings Services said that it raised the
corporate credit rating on Atlanta, Ga.-based TV broadcaster Gray
Television Inc. to 'B+' from 'B'. The outlook is stable.  At the
same time, we raised all issue-level ratings on the company's debt
by one notch.

"The rating action reflects our expectation that Gray's trailing-
eight-quarter leverage will remain below 6x," said Standard &
Poor's credit analyst Naveen Sarma.

"We expect that Gray could participate in the consolidation of the
TV broadcasting industry, but that it will maintain leverage below
the 6x leverage threshold on a sustained basis. We view Gray's
business risk profile as "fair" because of its high news and
overall audience rankings countered by the company's smaller
scale.  We assess Gray's financial risk profile as "highly
leveraged" because of its still-elevated debt leverage and its
modest discretionary cash flow," S&P said.

"The stable rating outlook reflects our expectation that Gray's
leverage, based on average trailing-eight-quarter EBITDA, will
gradually moderate and approach 5x over the next few years.  The
outlook also reflects our expectation that the company will
maintain adequate liquidity and headroom with its tightest
covenant," S&P said.

"We could lower the rating over the intermediate term if the
company's debt to average trailing-eight-quarter EBITDA increases
to the low-6x area or if the margin of compliance with the
leverage covenant drops below 15%.  An expensive debt-financed
acquisition that drives leverage higher could also lead to a
downgrade," S&P said.

"Although unlikely over the intermediate term, we could raise the
rating if we become convinced that the company will be able to
reduce and maintain lease-adjusted debt to average trailing-eight-
quarter EBITDA below 5x on a sustained basis.  We would also look
for the company to increase scale and gain critical mass," S&P
said.

Gray is a midsize broadcaster with strong positions in local news
and the highest overall audience ratings in most of its markets.


GSE HOLDING: Posts Net Loss in Q2; Obtains Waiver of Default
------------------------------------------------------------
GSE Holding, Inc. on Aug. 9 reported its financial results for the
Company's second quarter of 2013.

Selected financial results for the second quarter of 2013:

-- Net sales of $108.2 million vs. $139.2 million in 2Q 2012

-- Gross margin of 12.2% vs. 17.4% in 2Q 2012

-- Adjusted EBITDA of $3.9 million vs. $16.0 million in 2Q 2012

-- A goodwill impairment charge of $26.4 million was recorded
relative to the European business

-- GAAP net loss of $33.9 million or a loss of $1.69 per diluted
share, compared to net income of $3.8 million or $0.18 per diluted
share in 2Q 2012

-- Adjusted net loss of $6.9 million or a loss of $0.34 per
diluted share

Chuck Sorrentino, interim President and Chief Executive Officer
stated that, "After recently being named interim President and CEO
I have undertaken a more in-depth review of our operations.  Our
business faced significant challenges in the first half of 2013 in
the form of a prolonged European recession and competitive
pressures that were further exacerbated by poor weather
conditions.  Operating results were also pressured in the
Americas, where a capacity surplus has outstripped demand,
pressuring margins.  Despite these near-term headwinds, we believe
that we still maintain strong leadership positions in our end-
markets.  It's our challenge to demonstrate the differentiated
nature of our value added products to our customers in each of the
end-markets that we serve.  We face a difficult road ahead, but we
believe that our focus on continued innovation while streamlining
operations will result in an improved second half of 2013."

                     Second Quarter Summary

Total net sales for the second quarter were $108.2 million,
compared to $139.2 million for the prior year period.  Gross
profit was $13.2 million in the second quarter of 2013 compared to
$24.2 million in the prior year period, resulting in gross margin
for the second quarter of 2013 to decline to 12.2% from 17.4% in
the prior year period.

During the second quarter of 2013, the Company performed an
interim assessment of goodwill related to its Europe Africa
reporting unit due to indications that the fair value of this
reporting unit may be less than its carrying amount.  Such
indications included prolonged weak economic conditions, under-
achievement of previous financial projections and projected
continued difficulties in the European market.  Based on this
assessment, an impairment charge totaling $26.4 million was
recorded.

GAAP net loss for the quarter was $33.9 million, or ($1.69) per
diluted share, compared to net income of $3.8 million, or $0.18
per diluted share in the prior year period.  Adjusted EBITDA was
$3.9 million compared to $16.0 million in the prior year period.
Adjusted net loss in the quarter was $6.9 million, or ($0.34) per
diluted share compared to adjusted net income of $5.8 million or
$0.29 per diluted share in the prior year period.

The lower adjusted EBITDA for the first half of 2013 caused GSE to
breach its covenant in respect to its total leverage ratio for
June 30, 2013 as contained in its U.S. Credit Facility, which was
detailed in the Company's Current Report on Form 8-K filed on
August 2nd.  The Company obtained a waiver of default from its
lenders and amended the credit facility.

                     About GSE Holding, Inc.

Headquartered in Houston, Texas, GSE -- http://www.gseworld.com/
-- is a global manufacturer and marketer of geosynthetic lining
solutions, products and services used in the containment and
management of solids, liquids, and gases for organizations engaged
in waste management, mining, water, wastewater, and aquaculture.
Headquartered in Houston, Texas, USA, GSE maintains sales offices
throughout the world and manufacturing facilities in the United
States, Chile, Germany, Thailand and Egypt.


HALCON RESOURCES: S&P Assigns 'CCC+' Issue-Level Rating
-------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
'CCC+' issue-level rating and '6' recovery rating to Halcon
Resources Corp.'s planned $300 million senior unsecured notes.
The 'B' corporate credit rating and stable outlook on Halcon
remain unchanged.  The '6' recovery rating indicates our
expectation for negligible (0%-10%) recovery in the event of a
payment default.

"Our ratings on Halcon reflect limited reserves and production,
high operating costs, an aggressive growth strategy, and
participation in the volatile and capital intensive nature of the
oil and gas industry.  These weaknesses are adequately offset at
the rating level by an oil-weighted reserve profile, an
experienced management team, and extensive acreage holdings in
multiple onshore liquids-rich U.S. basins. Our ratings also
reflect the company's substantial indebtedness and concerns about
the level and source of capital required to develop this broad
collection of properties.  We characterize Halcon's business risk
as "vulnerable", its financial risk as "highly leveraged", and its
liquidity as "adequate," S&P said.

Related Criteria and Research

Criteria - Corporates - Industrials: Revised Assumptions For
Assigning Recovery Ratings To The Debt Of Oil And Gas Exploration
And Production Companies, Sept. 14, 2012

Ratings List
Halcon Resources Corp.
Corporate credit rating                         B/Stable/--

New Rating

Halcon Resources Corp.
$300 million sr unsecured nts                   CCC+
  Recovery rating                                6


HINESLEY FAMILY LTD: Charles Hinesley's Wage Claim Is Unsecured
---------------------------------------------------------------
Montana Bankruptcy Judge Ralph B. Kirscher ruled that the wage
claim asserted by Charles Hinesley, Jr., will be allowed as an
unsecured, nonpriority claim in the amount of $92,200 in the
Chapter 7 case of Hinesley Family Limited Partnership No. 1.

Mr. Hinesley in January 2012 amended his proof of claim to assert
that the $11,725 portion of the claim was a wage claim entitled to
priority status under 11 U.S.C. Sec. 507(a)(4).  Mr. Hinesley's
claim was originally filed in October 2010, in the amount of
$2,115,613.

The Chapter 7 trustee disputed the asserted priority status.

A copy of the Court's Aug. 7, 2013 Memorandum of Decision is
available at http://is.gd/bR2E27from Leagle.com.

Hinesley Family Limited Partnership No. 1 is a limited partnership
with three limited partners, each holding a 30% interest: Judith
Hinesley (wife and mother), Charles Hinesley, Jr. (son) and Morgan
(son).  Charles Hinesley Sr. owns a 10% interest in the Debtor and
is the sole general partner.  The Debtor has historically been
engaged in the development of raw land into subdivisions and the
construction of single and multi-family residential structures.

Hinesley Family Limited Partnership No. 1 filed for Chapter 11
bankruptcy (Bankr. D. Mont. Case No. 10-61822) on July 27, 2010.


HUSTAD INVESTMENT: Investor to Make $4MM Loan to Fund Plan Payment
------------------------------------------------------------------
Hustad Investment Corporation, et al. submitted to the U.S.
Bankruptcy Court for the District of Minnesota a Disclosure
Statement explaining their Plan of Reorganization dated July 24,
2013.

According to the Disclosure Statement, after confirmation of the
Plan, the Debtors will continue to operate their business in the
ordinary course.  Payments required by the Plan will be made from
the cash flow generated by sales of the Debtors' real property and
from the proceeds of the investor loan.

Each of the Debtors will continue as separate legal entities, but
subject to the Bankruptcy Court's order for substantive
consolidation.  As was the case before these cases were commenced,
the cash of the Debtor entities will be combined and used to pay
the obligations under the Plan.

On the Effective Date, FiberPop Solutions, Inc. (the investor)
will make a $4 million loan to the Debtors.  The loan will fund a
partial payment on the first mortgage debt roughly equal to
$1,000,000 payment to the lender, future development cost relating
to the Maple Grove Property, payment of the claims of non-insider
unsecured creditors, and operating capital needs of the Debtor
including accrued and unpaid administrative expenses.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/HUSTAD_INVESTMENT_ds.pdf

                     About Hustad Investment

Hustad Investment Corp., Hustad Investments LP, and Hustad Real
Estate Company sought Chapter 11 protection (Bankr. D. Minn. Lead
Case No. 13-40789) in Minneapolis on Feb. 20, 2013.

The Debtors are engaged in the business of real estate investment.
The Debtors own, among others, a commercial development consisting
of 8 acres in Eden Prairie, Minnesota, called Bluff Country
Village, and a mixed-use development consisting of 110+/- acres in
Maple Grove, Minnesota.

The majority of Bluff Country Village is owned by HIC, but some of
that property is owned by HRE.  The Maple Grove Property is owned
by HILP.

Both Bluff Country Village and the Maple Grove Property are
subject to a first mortgage in favor of BMO Harris Bank, N.A.
securing a debt of approximately $12.4 million.  The Chapter 11
cases were filed on the eve of a sheriff's sale scheduled by BMO
in connection with foreclosure of its mortgage.

HILP estimated less than $50 million in assets and liabilities.
HRE estimated less than $10 million in assets and less than $50
million in liabilities.  HIC disclosed $12,941,736 in assets and
$15,022,204 in liabilities as of the Chapter 11 filing.

The Debtors are represented by Michael L. Meyer, Esq., at Ravich
Meyer Kirkman McGrath Nauman, in Minneapolis.


INDIGO-ENERGY INC: Settles "Chiesa" Litigation
----------------------------------------------
The Superior Court of the State of New Jersey, Chancery Division-
General Equity, for the County of Essex, previously issued an
order in the matter of Jeffrey S. Chiesa, Attorney General of New
Jersey on behalf of Abbe R. Tiger, Chief of the New Jersey Bureau
of Securities, v. Everett Charles Ford Miller, et al., and Carr
Miller Care Limited Liability Company, et al., appointing Richard
W. Barry as receiver for Indigo-Energy, Inc.

On July 29, 2013, Indigo, Mr. Barry, Carr Miller Capital, LLC,
Michael P. Pompeo, the Court appointed Receiver for Carr Miller,
New Hope Partners, LLC, and certain of Indigo's shareholders
entered into a settlement agreement.  The Settlement Agreement was
filed with the Court on July 31, 2013, and remains subject to
Court approval.

Under the Settlement Agreement, the parties have agreed, among
other things, that:

   (i) the effectiveness of the Settlement Agreement is contingent
       upon the entry of an Approval Order by the Court;

  (ii) Mr. Barry will be discharged and the order appointing the
       Mr. Barry will be vacated or the receivership over Indigo
       be dismissed;

(iii) Newco will pay the sum of $224,000 cash to the CMC
       Receiver;

  (iv) the Unsecured Debt due from Indigo to Carr Miller will be
       reduced to the amount of $8,750,000 and transferred to
       Newco with the CMC Receiver retaining a twelve percent
       participation interest;

   (v) Mr. Barry will transfer and assign all statutory claims and
       causes of action held by him and Indigo to Mr. Pompeo,
       except for any claims expressly released in the Settlement
       Agreement;

  (vi) Carr Miller will sell and transfer to Newco certain of the
       shares of common stock of Indigo owned by it;

(vii) any final compensation and expense reimbursement will be
       paid to Mr. Barry; and

(viii) they will each issue and receive mutual releases.

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

                         http://is.gd/k6upbM

                         About Indigo-Energy

Henderson, Nev.-based Indigo-Energy, Inc., is an independent
energy company, currently engaged in the exploration of natural
gas and oil.

The Company's balance sheet at Sept. 30, 2010, showed
$5.05 million in total assets, $11.35 million in total
liabilities, and a stockholders' deficit of $6.30 million.

Mark Bailey & Company, Ltd., in Reno, Nevada, expressed
substantial doubt about Indigo-Energy's ability to continue as a
going concern, following the Company's 2009 results.  The
independent auditors noted that the Company has suffered recurring
losses from operations and has a net capital deficiency.

Indigo-Energy previously notified the U.S. Securities and
Exchange Commission that it could not file its annual report on
Form 10-K for the fiscal year ended Dec. 31, 2010, within the time
prescribed.  On April 14, 2011, the Company informed the SEC that
it was unable to file its annual report within the extension
period due to financial constraints that prohibit the Company from
completing that Report.


INFUSYSTEM HOLDINGS: To Release Second Quarter Results on Aug. 13
-----------------------------------------------------------------
InfuSystem Holdings, Inc., will issue results for the second
quarter of 2013 on Tuesday, Aug. 13, 2013, at 7:00 a.m. Eastern
Time.

The Company will also conduct a conference call for investors on
that day at 9:00 a.m. Eastern Time to discuss second quarter
performance and results.  To participate in this call, please dial
in toll-free (877) 261-8992 and use the confirmation number
35310595.

A replay of the call will be available via the Company's Web site
for 90 days following the call at:

                http://www.infusystem.com/investors

                    Annual Meeting on August 29

InfuSystem Holdings will hold its 2013 Annual Meeting of
Stockholders on Aug. 29, 2013, at 9:00 a.m. Eastern Time, at the
Company's Offices at 31700 Research Park Drive, Madison Heights,
Michigan.

Shareholders of record of InfuSystem common stock at the close of
business on July 12, 2013, are entitled to notice of, and to vote
at, the meeting.  Notice of the Annual Meeting and Proxy Statement
was mailed to stockholders on Aug. 2, 2013.  The Definitive Proxy
Statement and 2012 annual report are also available online at
www.infusystem.com on the Investors page under the IR Calendar.

                      About InfuSystem Holdings

InfuSystem Holdings, Inc., operates through operating
subsidiaries, including InfuSystem, Inc., and First Biomedical,
Inc.  InfuSystem provides infusion pumps and related services.
InfuSystem provides services to hospitals, oncology practices and
facilities and other alternate site healthcare providers.
Headquartered in Madison Heights, Michigan, InfuSystem delivers
local, field-based customer support, and also operates pump
service and repair Centers of Excellence in Michigan, Kansas,
California, and Ontario, Canada.

Infusystem Holdings disclosed a net loss of $1.48 million in 2012,
as compared with a net loss of $45.44 million in 2011.  The
Company's balance sheet at March 31, 2013, showed $76.22 million
in total assets, $35.70 million in total liabilities and
$40.52 million in total stockholders' equity.


INOVA TECHNOLOGY: Incurs $6.6 Million Net Loss in Fiscal 2013
-------------------------------------------------------------
Inova Technology, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $6.62 million on $18.68 million of revenues for the
year ended April 30, 2013, as compared with a net loss of $1.24
million on $21.20 million of revenues for the year ended April 30,
2012.

As of April 30, 2013, the Company had $6.06 million in total
assets, $23.16 million in total liabilities and a $17.10 million
total stockholders' deficit.

Malonebailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended April 30, 2013.  The independent auditors noted that
Inova incurred losses from operations for the years ended
April 30, 2013, and 2012 and has a working capital deficit as of
April 30, 2013.  These factors raise substantial doubt about
Inova's ability to continue as a going concern.

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

                        http://is.gd/OmlInE

                       About Inova Technology

Based in Las Vegas, Nevada, Inova Technology, Inc. (OTC BB: INVA)
-- http://www.inovatechnology.com/-- through its subsidiaries,
provides information technology (IT) consulting services in the
United States.  It also manufactures radio frequency
identification (RFID) equipment; and provides computer network
solutions.  The company was formerly known as Edgetech Services
Inc. and changed its name to Inova Technology, Inc., in 2007.


INTELLICELL BIOSCIENCES: Ironridge Warns Assets Foreclosure
-----------------------------------------------------------
Intellicell Biosciences disclosed in a regulatory filing with the
U.S. Securities and Exchange Commission that it received a Notice
of Default and Notice of Foreclosure Sale from Ironridge Global
IV, LTD, led by Mr. John C. Kirkland, Esq., as purported purchaser
of a promissory note, after the Company refused to comply with
their threats and demands.

Ironridge and Mr. Kirkland obliged the Company to file a suit
against Magna Group, LLC, and certain of its affiliates in
connection with the Company's recent sale of its securities that
were exempted from registration under the Securities Act of 1933,
as amended.  The Company did not yield to the demands.  As a
result, Mr. Kirkland threatened to sell, lease or license all of
the Company's assets at a public auction on Aug. 12, 2013.

On June 7, 2012, the Company issued to TCA Global Credit Master
Fund, LP, a Convertible Promissory Note in the principal amount of
$500,000.  Ironridge purportedly purchased the Note from TCA.
The Company asserted that the purchase was illegal due to failure
to obtain the Company's written consent for any assignment or sale
of the Note, as required under the terms of the Note.

"The Company intends to vigorously defend itself against Ironridge
and Kirklands's improper attempts to seize the Company's assets
for not giving into Kirkland's improper threats and demands.  The
Company is also arranging for all outstanding principal and
interest under the Note to be paid as soon as possible," the
Company said in the filing.

                Issues Additional 6MM Shares to Hanover

Intellicell on August 1 issued and delivered to Hanover another
6,000,000 additional settlement shares pursuant to the terms of
the Settlement Agreement approved by the Supreme Court of the
State of New York, County of New York, on May 21, 2013.

The Order approved, among other things, the settlement between
Intellicell Biosciences, Inc., a Nevada corporation, and Hanover
Holdings I, LLC, in the matter entitled Hanover Holdings I, LLC v.
Intellicell Biosciences, Inc., Case No. 651709/2013.  Hanover
commenced the Action against the Company on May 10, 2013, to
recover an aggregate of $706,765 of past-due accounts payable of
the Company, plus fees and costs.  The Order provides for the full
and final settlement of the Claim and the Action.

The Company issued and delivered to Hanover 8,500,000 shares of
the Company's common stock, $0.001 par value, on May 23, 2013.
Between June 17, 2013, and July 24, 2013, the Company issued and
delivered to Hanover an aggregate of 31,166,171 additional
settlement shares pursuant to the terms of the Settlement
Agreement approved by the Order.

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

                         http://is.gd/p6WgaV

                     About Intellicell Biosciences

Intellicell BioSciences, Inc., headquartered in New York, N.Y.,
was formed on Aug. 13, 2010, under the name "Regen Biosciences,
Inc." as a pioneering regenerative medicine company to develop and
commercialize regenerative medical technologies in large markets
with unmet clinical needs.  On Feb. 17, 2011, the company changed
its name from "Regen Biosciences, Inc." to "IntelliCell
BioSciences Inc".  To date, IntelliCell has developed proprietary
technologies that allow for the efficient and reproducible
separation of stromal vascular fraction (branded
"IntelliCell(TM)") containing adipose stem cells that can be
performed in tissue processing centers and in doctors' offices.

The Company has incurred losses since inception resulting in an
accumulated deficit of $43,079,590 and a working capital deficit
of $3,811,024 as of March 31, 2012, respectively.  However, if the
non-cash expense related to the Company's change in fair value of
derivative liability and stock based compensation is excluded then
the accumulated deficit amounted to $4,121,538.  Further losses
are anticipated in the continued development of its business,
raising substantial doubt about the Company's ability to continue
as a going concern.

The Company's balance sheet at Sept. 30, 2012, showed
$4.15 million in total assets, $7.31 million in total liabilities
and a $3.16 million total stockholders' deficit.


INTELLICELL BIOSCIENCES: Ironridge Had 9% Equity Stake at July 29
-----------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Ironridge Global IV, LTD., disclsoed that as of
July 29, 2013, it beneficially owned 2,000,000 shares of common
stock of Intellicell Biosciences, Inc., representing 9.99 percent
of the shares outstanding.

On July 15, 2013, Ironridge purchased in exchange for immediate
payment in full in cash of the $671,339 current amount owed by
Intellicell, all right, title and interest of TCA Global Credit
Master Fund LP in and to the Convertible Promissory Note issued by
the Company on May 31, 2012, in the original principal amount of
$500,000.  The note is convertible into shares of the Company's
common stock.

On July 31, 2013, Ironridge purchased 1,000 shares of common stock
of IntelliCell in open market purchases.

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

                        http://is.gd/6H29CO

                     About Intellicell Biosciences

Intellicell BioSciences, Inc., headquartered in New York, N.Y.,
was formed on Aug. 13, 2010, under the name "Regen Biosciences,
Inc." as a pioneering regenerative medicine company to develop and
commercialize regenerative medical technologies in large markets
with unmet clinical needs.  On Feb. 17, 2011, the company changed
its name from "Regen Biosciences, Inc." to "IntelliCell
BioSciences Inc".  To date, IntelliCell has developed proprietary
technologies that allow for the efficient and reproducible
separation of stromal vascular fraction (branded
"IntelliCell(TM)") containing adipose stem cells that can be
performed in tissue processing centers and in doctors' offices.

The Company has incurred losses since inception resulting in an
accumulated deficit of $43,079,590 and a working capital deficit
of $3,811,024 as of March 31, 2012, respectively.  However, if the
non-cash expense related to the Company's change in fair value of
derivative liability and stock based compensation is excluded then
the accumulated deficit amounted to $4,121,538.  Further losses
are anticipated in the continued development of its business,
raising substantial doubt about the Company's ability to continue
as a going concern.

The Company's balance sheet at Sept. 30, 2012, showed
$4.15 million in total assets, $7.31 million in total liabilities
and a $3.16 million total stockholders' deficit.


INTERNET SPECIALTIES: Court Issues Amended Order on Receiver Fees
-----------------------------------------------------------------
Bankruptcy Judge Geraldine Mund entered an amended "Memorandum of
Opinion Regarding Priority Administrative Expense Of Fees And
Expenses of State Court Receiver David Pasternak and Counsel For
Receiver Klee, Tuchin, Bogdanoff & Stern LLP" in the bankruptcy
case of Internet Specialties West, Inc. -- to clarify that it was
the Debtor (and not the judgment creditors) that removed the state
court case to the bankruptcy court on Jan. 10, 2013.

A copy of Judge Mund's July 17, 2013 Amended Memorandum of Opinion
is available at http://is.gd/thMozKfrom Leagle.com.

As previously reported by The Troubled Company Reporter,
Bankruptcy Judge Mund ruled that $40,000 in approved legal fees
and expenses awarded to Klee Tuchin, as counsel to Mr. Pasternak,
as the state-court appointed receiver of Internet Specialties
West, Inc. is an administrative priority.

Internet Specialties West, Inc. is a California corporation
dealing in broadband access and collocation services.  Robert
Johnson and Drew Kaplan were 50% shareholders in the Company.  On
Dec. 18, 2012, the Company filed for Chapter 11 bankruptcy in the
U.S. Bankruptcy Court for the Central District of New York, Case
No. 12-20897.  Mirman, Bubman & Nahmias LLP serves as counsel for
the Debtor.


IRON MOUNTAIN: S&P Rates Senior Unsecured Notes 'BB-'
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Boston-based information storage company Iron
Mountain Inc.  The outlook is negative.

"At the same time, we assigned Iron Mountain's proposed senior
unsecured notes an issue-level rating of 'BB-', with a recovery
rating of '4', indicating our expectation for average (30% to 50%)
recovery for bond holders in the event of a payment default," S&P
said.

"In addition, we revised our recovery rating on Iron Mountain's
remaining senior subordinated debt to '6', indicating our
expectation for negligible (0% to 10%) recovery in the event of a
payment default, from '5' (10% to 30% recovery expectation).  We
subsequently lowered our issue-level rating on this debt to 'B'
from 'B+', in accordance with our notching criteria," S&P said.

The 'BB-' corporate credit rating on Iron Mountain reflects
Standard & Poor's Ratings Services' view that the company's
financial risk profile is "aggressive," a function of its high
leverage, relative capital intensity, and its increasingly
shareholder-favoring policies.

"Our business risk profile assessment on the company is "fair,"
reflecting our view that Iron Mountain's business benefits from
its market leadership and a strong base of recurring revenue," S&P
said.

"However, we believe that the company's revenue may decline
somewhat because of pressure on the core storage business from
migration to digital storage.  Separately, the company's plan to
convert itself into a REIT by Jan. 1, 2014, will further reduce
the business and financial flexibility, because of the high
proportion of cash flow the company will distribute to
shareholders.  Our assessment of management and governance is
"fair," S&P said.

Iron Mountain is a global market leader in the records management
business, operating in 35 countries.  The company has a diverse
client base, with more than 155,000 clients.  Low customer
attrition, high switching costs, and annual and multiyear
contracts provide stable, recurring, monthly storage fees.  The
company's recurring revenue base, scale, and continual mprovements
in productivity have enabled it to preserve a healthy EBITDA
margin, in the 30% area.

However, it faces risks related to the migration of records to
digital storage.  Within its mature markets, Iron Mountain has
experienced some volume loss as a result of clients choosing to
destroy or digitally store their physical records.

Furthermore, the slow economic recovery has contributed to revenue
weakness, especially in mature markets like North America.

However, the company has experienced growth from emerging markets.


IRON MOUNTAIN: Moody's Rates Proposed $750MM Senior Notes 'Ba1'
---------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to $750 million of
proposed senior unsecured notes offered by Iron Mountain
Incorporated and its subsidiary, Iron Mountain Canada Operations
ULC. Concurrently, the rating on the upsized $1.5 billion senior
revolver was lowered to Ba1, the same level as the new notes. The
Speculative Grade Liquidity Assessment was raised to SGL-2 from
SGL-3. All other ratings were affirmed, including Iron Mountain's
Ba3 Corporate Family Rating and the B1 rating on the senior
subordinated notes. The ratings outlook remains negative.

Ratings Rationale:

Proceeds from the senior unsecured notes offering will be used to
redeem certain senior subordinated debt instruments which, along
with upsizing the revolver (that Moody's considers essentially
pari passu with the unsecured notes despite its stock pledge),
will shift the capital structure to a greater mix of senior
unsecured debt. As a result, the revolver rating was lowered one
notch to Ba1 from Baa3. The transaction does not currently impact
the B1 senior subordinated notes rating, but tolerance for
additional debt ahead of the subordinated notes is limited.

The liquidity rating was raised to SGL-2 from SGL-3 to reflect
higher revolver availability and improved cushion under
renegotiated financial covenants. Iron Mountain amended its credit
facility yesterday to upsize the revolver commitment to $1.5
billion from $725 million and to change financial covenants, among
other items. After drawing on the revolver to repay the
outstanding $450 million term loan balance, nearly $900 million is
available. Moody's expects Iron Mountain to generate positive free
cash flow before potential REIT-related payments over the next
year, despite a relatively large quarterly dividend (about $200
million annually).

These debt transactions are leverage-neutral and Moody's expects
total debt / EBITDA to remain near 5x until resolution on the
proposed REIT conversion is attained. The IRS has indicated it is
"tentatively adverse" to deeming Iron Mountain's racking
structures used for document storage as real estate, and has
formed a working group to study the legal standards it uses to
define the term "real estate".

Once the IRS rules on Iron Mountain's request, further changes in
Iron Mountain's capital structure are expected. The negative
outlook reflects the likelihood that financial leverage will rise
above 5x debt / EBITDA should Iron Mountain not receive the
favorable tax ruling. The REIT conversion is being pursued
primarily to appease activist shareholders demanding higher
returns. With a REIT election, Iron Mountain would be subject to
lower taxes and required to distribute to shareholders 90% of
storage income related to the REIT-converted countries on an
ongoing basis.

"If the favorable tax ruling is denied, we believe shareholders
will pressure Iron Mountain to increase returns through
alternatives such as debt-funded dividends or share buybacks,
permanently raising financial leverage" stated Moody's analyst
Suzanne Wingo. A downgrade in the ratings would likely occur.
Conversely, if the IRS grants a favorable ruling, the ratings
outlook could revert to stable. As a REIT, Iron Mountain intends
to reduce financial leverage, partly because the tax-deductibility
of interest expense would become less beneficial. The ratings
could eventually be upgraded if Iron Mountain maintains at least
modestly positive revenue growth and reduces debt such that
financial leverage can be sustained below 4 times on a Moody's
adjusted basis.

The Ba3 rating continues to reflect Iron Mountain's large,
recurring revenue base and considerable market share in North
America which drives high profitability margins. However, the
document storage business faces secular pressures stemming from
the gradual shift away from paper towards electronic media. In
mature markets in particular, Moody's believes it may become
increasingly difficult for Iron Mountain to offset volume weakness
with price increases. Demand is growing organically in emerging
markets as companies increasingly outsource their storage needs to
third parties.

Iron Mountain (NYSE: IRM) is an international provider of records
storage and related services. Annual revenues exceed $3 billion.

Ratings assigned to Iron Mountain Incorporated (and Loss Given
Default assessment):

  Proposed $450 million senior unsecured notes, Ba1 (LGD2, 18%)

  Proposed multi-seniority shelf, (P)Ba1

Rating assigned to Iron Mountain Canada Operations ULC (and Loss
Given Default assessment):

  Proposed $300 million senior unsecured notes, Ba1 (LGD2, 18%)

Rating raised at Iron Mountain Incorporated:

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

Ratings affirmed at Iron Mountain Incorporated (and LGD
assessments):

  Corporate Family Rating, Ba3

  Probability of Default Rating, Ba3-PD

  GBP150 million 7.25% senior subordinated notes due April 2014,
  B1 (to LGD5, 75% from LGD4, 63%)

  EUR 225 million 6.75% senior subordinated notes due 2018, B1
  (to LGD5, 75% from LGD4, 63%)

  $400 million 7.75% senior subordinated notes due 2019, B1 (to
  LGD5, 75% from LGD4, 63%)

  $300 million 8% senior subordinated notes due 2020, B1 (to be
  withdrawn upon redemption)

  $550 million 8.375% senior subordinated notes due 2021, B1 (to
  LGD5, 75% from LGD4, 63%)

  $1 billion 5.75% senior subordinated notes due 2024, B1 (to
  LGD5, 75% from LGD4, 63%)

Ratings lowered at Iron Mountain Information Management, LLC (and
LGD assessment):

  $1.5 billion (upsized total) senior revolvers due 2016, to Ba1
  (LGD2, 18%) from Baa3 (LGD1, 7%)

Rating affirmed / to be withdrawn at Iron Mountain Information
Management, LLC):

  $500 million term loan A due 2016, Baa3

Rating affirmed / to be withdrawn upon redemption at Iron Mountain
Nova Scotia Funding Company:

  CAD175 million 7.5% senior subordinated notes due 2017, B1

The principal methodology used in these ratings 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.


ISOTONER CORP: Moody's Affirms 'B3' CFR & Senior Term Loan Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed the B3 Corporate Family Rating
and B3-PD Probability of Default Rating of totes Isotoner
Corporation ("totes"). Concurrently, Moody's affirmed the B3
rating of the $172 million first lien senior secured term loan
(including the proposed $25 million incremental facility) and the
Caa2 rating of the $100 million second lien senior secured term
loan (including the proposed $20 million incremental facility).
The stable ratings outlook is maintained.

Proceeds from the proposed add-on credit facilities and
approximately $8 million ABL borrowings will be used to fund a $50
million shareholder distribution and associated transaction
expenses.

The incremental facilities will increase leverage by approximately
1.0x to 6.0x based on LTM April 2013 debt/EBITDA (lease-adjusted),
however in Moody's view totes' credit metrics remain appropriate
for the B3 rating category.

The following ratings were affirmed:

- Corporate Family Rating at B3

- Probability of Default Rating at B3-PD

- $172 million senior secured first lien term loan at B3 (LGD3,
  44%)

- $100 million senior secured second lien term loan at Caa2
  (LGD5, 79%)

The ratings affirmation is subject to the receipt and review of
final documentation.

Ratings Rationale:

The B3 corporate family rating reflects the company's high
leverage, modest scale, and the commoditized nature of its
products. Furthermore, totes' make-or-break seasonality not only
means that adverse weather patterns or consumer spending habits
during its peak season could significantly impact its operations,
but it also makes the company heavily reliant on its revolver for
seasonal working capital uses. At the same time, the rating is
supported by the company's well-recognized brands, broad
distribution channels, geographic diversification and adequate
liquidity.

The stable outlook reflects Moody's expectations for modest
organic growth and adequate liquidity. Given significant
seasonality, Moody's expects lease-adjusted debt/EBITDA to swing
between the mid-5 times and mid-6 times through the year.

The ratings could be downgraded if Moody's comes to expect
leverage to be sustained above 7 times lease-adjusted debt/EBITDA
or liquidity to deteriorate.

The ratings could be upgraded if totes sustain revenue and
earnings growth while demonstrating a financial policy aimed at
reducing debt, such that its lease-adjusted debt/EBITDA is
sustained in the low-5-times range. An upgrade would also require
expectations for an overall enhancement of liquidity, including
maintaining a wide cushion under debt covenants while continuing
to generate positive free cash flow.

The principal methodology used in this rating was the Global
Apparel Companies published in May 2013. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Based in Cincinnati, Ohio, totes Isotoner Corporation ("totes") is
an international designer, marketer and distributor of cold and
wet weather accessories, slippers, sandals, headwear, and
sunglasses with net revenues approaching $400 million. The company
distributes umbrellas and related products primarily under the
"totes" and "Raines" brands, cold-weather and outdoor-wear
products (hats and gloves) including under the "Dockers",
"Manzella", "Grandoe" and C9 brands, and slippers and sandals,
under the "Isotoner" and "Acorn" brands as well as private labels.
The company has been majority owned by MidOcean Partners since
2007. The company's fiscal year ends on July 31.


ISTAR FINANCIAL: Files Form 10-Q, Incurs $14.4MM Net Loss in Q2
---------------------------------------------------------------
iStar Financial Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $14.39 million on $100.32 million of total revenues for the
three months ended June 30, 2013, as compared with a net loss of
$51.12 million on $107.21 million of total revenues for the same
period during the prior year.

For the six months ended June 30, 2013, the Company incurred a net
loss of $46.65 million on $194.86 million of total revenues, as
compared with a net loss of $97.17 million on $208.31 million of
total revenues for the same period a year ago.

iStar Financial incurred a net loss of $241.43 million in 2012,
following a net loss of $25.69 million in 2011.

As of June 30, 2013, the Company had $5.94 billion in total
assets, $4.51 billion in total liabilities, $12.25 million in
redeemable noncontrolling interest, and $1.41 billion in total
equity.

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

                        http://is.gd/FdHK8C

                        About iStar Financial

New York-based iStar Financial Inc. (NYSE: SFI) provides custom-
tailored investment capital to high-end private and corporate
owners of real estate, including senior and mezzanine real estate
debt, senior and mezzanine corporate capital, as well as corporate
net lease financing and equity.  The Company, which is taxed as a
real estate investment trust, provides innovative and value added
financing solutions to its customers.

In March 2013, Fitch Ratings affirmed iStar's 'B-' issuer default
rating and revised the outlook to "positive" from "stable."  The
revision of the outlook to positive is based on the company's
demonstrated access to the unsecured debt market, which, combined
with certain secured debt refinancings, have significantly
improved SFI's near-term debt maturity profile.

                            *    *     *

As reported by the TCR on Oct. 5, 2012, Standard & Poor's Ratings
Services affirmed its 'B+' long-term issuer credit rating on iStar
Financial.

In October 2012, Moody's Investors Service upgraded the corporate
family rating to B2 from B3.  The current rating reflects the
REIT's success in extending near term debt maturities and
improving fundamentals in commercial real estate.  The ratings on
the October 2012 senior secured credit facility takes into account
the asset coverage, the size and quality of the collateral pool,
and the term of facility.


J. JILL: Improving Performance Prompts Moody's to Raise CFR to B3
-----------------------------------------------------------------
Moody's Investors Service upgraded J. Jill Acquisition LLC's
Corporate Family Rating to B3 and the rating on the company's term
loan to B2. The rating outlook is stable.

The following ratings were upgraded:

Jill Acquisition, LLC

  Corporate Family Rating to B3 from Caa1

  Probability of Default Rating to B3-PD from Caa1-PD

JJ Lease Funding Corporation

  $73 million secured term loan to B2, 36 -- LGD 3 from B3,
  40 - LGD 3

Ratings Rationale:

The upgrade of J. Jill's Corporate Family Rating acknowledges
improving operating performance trends that are resulting in
stronger credit metrics and increased headroom under the company's
financial maintenance covenants. J. Jill's leverage at May 2013
(debt/EBITDA including Moody's standard analytical adjustments for
operating leases) has improved to 4.7x from a peak of 7.3x at
January 2012. Cash interest coverage (defined as EBITDA-CAPEX to
cash interest) has also strengthened to 1.8x from near 1.0x over
the same time period. J. Jill has experienced strong comparable
sales in both its retail and direct channels, and leaner inventory
management has led to reduced markdowns and helped drive year-
over-year improvement in gross margin each of the past four
quarters.

J. Jill's B3 Corporate Family Rating primarily reflects the
company's still weak interest coverage, which is a function of its
near 14% average cost of debt. The company's financial covenants
will step down in each of the next few quarters, highlighting the
importance of sustaining recent operating results in order to
maintain good levels of headroom. The rating also reflects the
company's modest scale in the highly fragmented women's sportswear
category and its past inconsistencies in execution. Moody's
believes J. Jill has brand awareness within its target customer
demographic and the company's meaningful online business provides
additional diversity beyond its current brick and mortar store
base; key supports for the rating.

The stable outlook reflects an expectation that J. Jill will at
least maintain current levels of operating performance, offset by
concerns that the company's high cost of capital and capex
spending will minimize free cash flow generation, resulting in
debt protection metrics that remain relatively stable over the
medium term.

Upward rating momentum would develop if J. Jill were to sustain
recent positive trends in sales and earnings growth, such that
interest coverage (measured as EBITA/total interest expense,
inclusive of Moody's standard adjustments) exceeded 1.75x.

Any meaningful reversal in operating trends could result in
negative rating momentum. A ratings downgrade could be triggered
by erosion in the company's liquidity profile, specifically
covenant headroom, or if interest coverage (measured as
EBITA/total interest expense, inclusive of Moody's standard
adjustments) were to near 1.0x.

The principal methodology used in this rating 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.


K-V PHARMACEUTICAL: Glenview Owns 13% of Class A Shares
-------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Glenview Capital Management, LLC, and Lawrence M.
Robbins disclosed that as of July 25, 2013, they beneficially
owned 6,661,983 shares of Class A common stock of K-V
Pharmaceutical Company representing 13.6 percent of the shares
outstanding.  A copy of the regulatory filing is available at:

                        http://is.gd/Y5GBHe

                      About K-V Pharmaceutical

K-V 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, 2012, 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 employed 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 tapped
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 members to serve in the Official
Committee of Unsecured Creditors.  Kristopher M. Hansen, Esq.,
Erez E. Gilad, Esq., and Matthew G. Garofalo, Esq., at Stroock &
Stroock & Lavan LLP, represent the Creditors Committee.

Weil, Gotshal & Manges LLP's Robert J. Lemons, Esq., and Lori R.
Fife, Esq., represent an Ad Hoc Senior Noteholders Group.


KINETIC CONCEPTS: S&P Lowers Second Lien Rating to 'B-'
-------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'BB-' issue-level
rating and '1' recovery rating to Kinetic Concepts Inc.'s
incremental $350 million first-lien term loan (D-1). The '1'
recovery rating on the first-lien debt reflects our expectation
for very high recovery (90%-100%) in the event of a default.

The company will use proceeds of the transaction and cash on the
balance sheet to fund its acquisition of wound care and wound
dressings products manufacturer, Systagenix.

"We also lowered our issue-level rating on Kinetic Concepts Inc.'s
second-lien debt to 'B-' from 'B' and revised the recovery rating
on that issue to '5' from '4'. The '5' recovery rating on the
second-lien debt reflects our expectation for modest recovery
(10%-30%) in the event of a default.  Although we increased our
estimated default-level valuation slightly, reflecting the
proposed acquisition of Systagenix, the additional first-lien debt
reduces the recovery prospects on the second-lien debt," S&P said.

The 'B' corporate credit rating is unchanged.

The acquisition modestly improves product diversity.  "However, we
continue to view the company's business risk profile as "fair",
reflecting the company's still significant dependence on vacuum-
assisted closure (VAC) devices (68% of revenues, pro forma for the
transaction), despite its well-entrenched market positions in VAC
devices and rapidly growing products in its LifeCell division,"
S&P said.

The financial risk profile remains "highly leveraged" with
adjusted debt, pro forma for the transaction, of 6.5x for the past
12 months ended March 31, 2013.

"We view liquidity as "adequate". Pro forma for the transaction,
the company had $298 million of cash and a $200 million undrawn
revolving credit facility for the past 12 months ended March 31,
2013," S&P said.

RATINGS LIST

Kinetic Concepts Inc.
Corporate Credit Rating          B/Stable/--

New Rating
Kinetic Concepts Inc.
$350M 1st-lien term loan (D-1)   BB-
  Recovery Rating                 1

Ratings Lowered/Recovery Rating Revised

                                  To           From
Kinetic Concepts Inc.
2nd-lien debt                    B-           B
  Recovery Rating                 5            4


KINETIC CONCEPTS: Moody's Lowers Sr. Term Loan Rating to 'Ba3'
--------------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family Rating
and B2-PD Probability of Default Rating of Kinetic Concepts, Inc.,
a subsidiary of Centaur Guernsey LP, Inc. Moody's downgraded the
company's first lien senior secured rating, including the proposed
incremental $350 million term loan, to Ba3 from Ba2. Moody's
affirmed both the B3 rating on the senior secured second lien
notes and the Caa1 on the unsecured notes. The downgrade of the
first lien senior secured credit facility reflects the incremental
first lien debt being issued to fund the proposed acquisition of
Systagenix. Moody's assigned a first time Speculative Grade
Liquidity (SGL) rating of SGL-2, reflecting Moody's expectation
for good liquidity over the next 12 months. Moody's also changed
the outlook to negative from stable.

Ratings actions:

Affirmed Corporate Family Rating of B2

Affirmed Probability of Default Rating of B2-PD

Downgraded $2.2 billion first lien D-1 term loans (including
proposed $350 million add-on) due 2018, to Ba3 (LGD2, 24%) from
Ba2 (LGD2, 22%)

Downgraded $321 million first lien D-2 term loan due 2016, to
Ba3 (LGD2, 24%) from Ba2 (LGD2, 22%)

Downgraded $200 million first lien revolver due 2016, to Ba3
(LGD2, 24%) from Ba2 (LGD2, 21%)

Affirmed $1.75 billion second lien notes due 2019, B3 (LGD5,
point estimate changed to 75% from 72%)

Affirmed $650 million senior unsecured notes due 2019, Caa1
(LGD6, point estimate changed to 94% from 93%)

Assigned Speculative Grade Liquidity Rating of SGL-2

Outlook changed to negative from stable.

Ratings Rationale:

The change in the outlook to negative reflects the company's high
leverage and continued competitive and reimbursement pressures on
the core negative pressure wound therapy (NPWT) business, which
will continue to generate about 70% of the company's total
revenue. While the proposed acquisition of Systagenix has
strategic benefits and KCI is making progress in its business
initiatives, deleveraging will be difficult in the near-term as
the company faces headwinds from competitive bidding and a slower
growth profile in its LifeCell business. That said, growth in
newer products and geographies and synergies from the Systagenix
acquisition will help offset some of these headwinds.

The B2 CFR reflects KCI's high financial leverage (debt / EBITDA),
limited free cash flow relative to debt and modest interest
coverage. The ratings benefit from KCI's considerable scale and
the proven clinical efficacy of its NPWT products for use in
intractable wounds, and the large addressable markets of KCI's
wound care and regenerative medicine products. The ratings are
also supported by Moody's expectation that KCI will maintain a
good liquidity profile over the next 12-18 months, as signified by
the SGL-2 rating.

Given pricing and competitive pressures and KCI's high financial
leverage, Moody's does not anticipate a ratings upgrade in the
near-term. However, if adjusted debt/EBITDA declines below 5.5
times and free cash flow to debt exceeds 5%, both on a sustained
basis, Moody's could upgrade the ratings.

Moody's could downgrade the ratings if competitive or
pricing/reimbursement pressures result in material top-line
deterioration or margin contraction such that financial leverage
is sustained near 7.0 times or above, or if Moody's expects free
cash flow to be sustained below 1% of total debt.

The principal methodology used in this rating was the Global
Medical Product and Device Industry published in October 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.

Kinetic Concepts, Inc. (KCI), headquartered in San Antonio, Texas,
is a global medical technology company with leadership positions
in advanced wound care and regenerative medicine. The company's
negative pressure wound therapy (NPWT) systems incorporate
proprietary Vacuum Assisted Closure, or V.A.C. technology. KCI
reported revenues of approximately $1.7 billion for the twelve
months ended March 31, 2013. KCI was acquired by a private equity
consortium (including Apax Partners and affiliates of the Canada
Pension Plan Investment Board) in 2011.


LAKELAND INDUSTRIES: LKL Investments to Sell 1.1 Million Shares
---------------------------------------------------------------
Lakeland Industries disclosed in a regulatory filing with the U.S.
Securities and Exchange Commission that LKL Investments, LLC,
intends to sell up to 1,068,506 shares of common stock, consisting
of (i) shares issuable upon exercise of a warrant and (ii) shares
that may be issued in payment of interest on a note.

The Company is not offering any shares of common stock for sale
under this prospectus, and the Company will not receive any of the
proceeds from the sale or other disposition of the shares covered
hereby.  The Company may, however, receive the proceeds of any
cash exercise of the warrant.
  
The Company's common stock is traded on the NASDAQ Global Market
under the symbol "LAKE."  As of August 2, 2013, the closing sale
price for our common stock as reported by the NASDAQ Global Market
was $4.42 per share.

A copy of the preliminary Form S-1 prospectus is available at:

                         http://is.gd/kR59Vz

                     About Lakeland Industries

Ronkonkoma, N.Y.-based Lakeland Industries, Inc., manufactures and
sells a comprehensive line of safety garments and accessories for
the industrial protective clothing market.

The Company reported a net loss of $26.3 million on $95.1 million
of net sales for the year ended Jan. 31, 2013, compared with a net
loss of $376,825 on $96.3 million of sales for the year ended
Jan. 31, 2012.


LEO MOTORS: Thomas Cheong Replaces Bruce Lee as CFO
---------------------------------------------------
Ho Seok (Bruce) Lee has resigned his position as Leo Motors Inc.'s
chief financial officer and as a director serving on the Company's
Board of Directors.  Mr. Lee's resignation was not due to any
disagreement with the Company on any matter relating to the
Company's operations, policies or practices.

Also on July 24, 2013, the Board of Directors of the Company
appointed Thomas Cheong as the new CFO and as a member of the
Board of Directors of the Company.

Mr. Cheong has a broad spectrum of experiences including
management, finance, marketing, international sales with a strong
background in IT.  Prior to his positions with the Company, he
spent the past 11 years in key management positions at RNTS Media,
Unitech, CCMedia, Netpia, CKGlobal, FineFuture and HackersLab in
Korea.  He holds a Bachelor of Science in Computer Science from
McMaster University, Canada, and Master of International Business
Studies from University of South Carolina.

                          About Leo Motors

Headquartered in Hanam City, Gyeonggi-do, Republic of Korea, Leo
Motors, Inc., a Nevada corporation, is currently engaged in the
research and development of multiple products, prototypes and
conceptualizations based on proprietary, patented and patent
pending electric power generation, drive train and storage
technologies.

In 2011 the Company determined its investment in Leo B&T Inc. an
investment account was impaired and recorded an expense of
$4.5 million.  During the 2012 year the Company had a net non
operating income largely from the result of the forgiveness of
debt for $1.3 million.

The Company's balance sheet at March 31, 2013, showed $1.17
million in total assets, $1.56 million in total liabilities and a
$391,084 of total stockholders' deficit.  The Company reported a
net loss of $1.9 million on $25,605 of revenues in 2012, compared
with a net loss of $5.4 million on $920,587 of revenues in 2011.

In its audit report on the consolidated financial statements for
the year ended Dec. 31, 2012, John Scrudato CPA, in Califon, New
Jersey, expressed substantial doubt about Leo Motors' ability to
continue as a going concern, citing the Company's significant
losses since inception of $16.2 million and working capital
deficit of $632,161.


LEVEL 3: Files Form 10-Q, Had $24 Million Net Loss in 2nd Quarter
-----------------------------------------------------------------
Level 3 Communications, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $24 million on $1.56 billion of revenue for the
three months ended June 30, 2013, as compared with a net loss of
$62 million on $1.58 billion of revenue for the same period during
the prior year.

For the six months ended June 30, 2013, the Company incurred a net
loss of $102 million on $3.14 billion of revenue, as compared with
a net loss of $200 million on $3.17 billion of revenue for the
same period a year ago.

As of June 30, 2013, showed $12.86 billion in total assets, $11.75
billion in total liabilities and $1.11 billion total stockholders'
equity.

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

                        http://is.gd/XC8vV0

                   About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

                           *     *     *

In October 2012, Fitch Ratings affirmed the 'B' Issuer Default
Ratings (IDRs) assigned to Level 3.  LVLT's ratings recognize, in
part, the de-leveraging of the company's balance sheet resulting
from its acquisition of Global Crossing Limited (GLBC).

As reported by the TCR on June 5, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on Broomfield, Colo.-
based global telecommunications provider Level 3 Communications
Inc. to 'B' from 'B-'.  "The upgrade reflects improved debt
leverage, initially from the acquisition of the lower-leveraged
Global Crossing in October 2011, and subsequently from realization
of the bulk of what the company expects to eventually be $300
million of annual operating synergies," said Standard & Poor's
credit analyst Richard Siderman.


LHC LLC: Leafs Hockey Club Expected to File Plan in September
-------------------------------------------------------------
Anna Marie Kukec, writing for the Daily Herald, repors that Leafs
Hockey Club Inc. and its Leafs Ice Centre in West Dundee are
expected to file a reorganization plan in late September after a
bankruptcy court allowed it to restructure its debt, according to
court documents.

The report recounts that Wells Fargo Bank, which filed a
foreclosure suit last December against the amateur hockey
organization, sought to appoint a Chapter 11 trustee. But the U.S.
Bankruptcy Court judge allowed the hockey organization to retain
control and have the opportunity to provide the restructuring
plan.

According to the report, Wells Fargo said $20 million in bonds
were issued to construct and operate the hockey arena with an
agreement in 2007. However, the hockey organization failed to make
payments on the bonds in March 2010, September 2010 and September
2012, so the bank sued for foreclosure.

According to the report, Leafs said in court documents that it has
positive cash flow and will provide a distribution plan to all
creditors. The deadline is Sept. 30.

William Pfeiffer Smith, Esq., represents Wells Fargo.

Elizabeth Ellen Greene, Esq., represents Leafs Hockey Club.

                           About LHC LLC

LHC, LLC, was formed as an Illinois limited liability company on
November 8, 2006.  LHC LLC is a not-for-profit enterprise that
owns and operates a three-sheet ice-skating rink in West Dundee,
Illinois, known as the "Leafs Ice Centre".  The Rink sells ice
time to various skating organizations in Illinois as well as to
the general public.  The sole member of LHC LLC and largest
customer of the Rink is the Leafs Hockey Club, an amateur hockey
organization.  Although LHC LLC is a taxable limited liability
company, its income is passed through to the Club. The Club does
not pay tax on the income received from LHC LLC because LHC LLC is
a non-profit company.

The facility was constructed in 2007 using proceeds from the sale
of sports facility revenue bonds by the Illinois Finance
Authority.  LHC LLC owes $20 million to bondholders represented by
Wells Fargo, the indenture trustee for the bondholders. The Club
has guaranteed repayment of that debt.

LHC LLC filed for Chapter 11 petition (Bank. N.D. Ill. Case No.
13-07001) on Feb. 25, 2013.  Peter A. Buh signed the petition as
president.  The Debtor estimated assets and debts of at least
$10 million.  Judge Donald R. Cassling presides over the case.
The Debtor is represented by Crane Heyman Simon Welch & Clar.


LIGHTSQUARED INC: Harbinger Sues GPS Device Makers for $1.9BB
-------------------------------------------------------------
The Wall Street Journal's Thomas Gryta and Reed Albergotti report
that Phil Falcone's Harbinger Capital Partners LLC has filed
lasuit against makers of GPS devices and industry groups -- Deere
& Co., Garmin International Inc., Trimble Navigation Ltd., the
U.S. GPS Industry Council and the Coalition to Save Our GPS --
claiming they negotiated in bad faith over spectrum conflicts that
drove LightSquared Inc., a wireless company backed by the hedge
fund into bankruptcy.  The suit asks for $1.9 billion in damages
allegedly suffered by Harbinger.

According to the report, the hedge fund claims in the suit, filed
in New York federal court, that Harbinger worked for years with
the GPS community to resolve those conflicts, but that the GPS
makers hid the fact that their devices were using Harbinger's
spectrum as well.

The report says trimble called the lawsuit an attempt by Harbinger
to avoid blame for LightSquared's network conflicts, saying that
the interference issues weren't due to the design of GPS devices.

                      About LightSquared Inc.

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

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

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

Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Alvarez & Marsal North America, LLC, is the
financial advisor.  Kurtzman Carson Consultants LLC serves as
claims and notice agent.

Harbinger Capital Partners LLC and its affiliated entities are
represented in the case by Marc E. Kasowitz, Esq., David M.
Friedman, Esq., Jed I. Bergman, Esq., and Christine A. Montenegro,
Esq., at Kasowitz, Benson, Torres& Friedman in New York.

Willkie Farr & Gallagher represents Charles W. Ergen, EchoStar
Corporation, Dish Network Corporation, L-Band Acquisition LLC, SP
Special Opportunities LLC, SP Special Opportunities Holdings LLC,
Sound Point Capital Management LP, and Stephen Ketchum.  Ergen et
al. are making a bid for LightSquared's spectrum assets.


LIME ENERGY: In Talks with PNC Bank on Forbearance Agreement
------------------------------------------------------------
Lime Energy Inc. is in discussions with PNC bank about entering
into a forbearance agreement in which they would agree not to
accelerate a loan for a period of time while the Company attempts
to correct the gas flow issue and sell its landfill-gas facility,
the Company disclosed in a regulatory filing with the U.S.
Securities and Exchange Commission on July 31, 2013.  The bank is
currently considering the Company's request.

In July 2013, the Company received a notice from PNC bank
indicating that it was going to increase the interest rate on the
loan to the default rate equal to 30-day Libor plus 9 percent.

Early last year, the gas flow rates at the Zemel Road landfill-gas
to electricity facility began to deteriorate, in part due to an
underground fire in the well field.

"The decline in gas flow resulted in a reduction in revenue from
the facility, causing us to trip the debt service coverage
covenant on the term loan we used to fund the construction of the
facility," the filing stated.

Headquartered in Huntersville, North Carolina, Lime Energy Co. --
http://www.lime-energy.com-- is engaged in planning and
delivering clean energy solutions that assist its clients in their
energy efficiency and renewable energy goals.  The Company's
solutions include energy efficient lighting upgrades, energy
efficient mechanical and electrical retrofit and upgrade services,
water conservation, building weatherization, on-site generation
and renewable energy project development and implementation.  The
Company provides energy solutions across a range of facilities,
from high-rise office buildings, distribution facilities,
manufacturing plants, retail sites, multi-tenant residential
buildings, mixed use complexes, hospitals, colleges and
universities, government sites to small, single tenant facilities.


LINDEMUTH INC: Sold 3 Properties for $750,000
---------------------------------------------
Aly Van Dyke, writing for The Topeka Capital-Journal, reports that
developers Kent and Vikki Lindemuth sold three properties, hired a
new brokerage firm and avoided threat of liquidation -- roughly
nine months after filing for Chapter 11 bankruptcy protection.

According to the report, the Lindemuths own 175 properties,
primarily retail and shopping centers in Topeka.  They owe more
than $525,000 in Shawnee County property taxes.

According to the report, 23 creditors -- primarily banks -- have
claimed more than $23 million owed in loans, mortgages and taxes.
The deadline to file proofs of claim was Aug. 7, but two creditors
already have asked for an extension to Aug. 16.

According to the report, Kaw Valley Bank claimed the highest
amount owed by the Lindemuths at nearly $7 million. That debt was
lowered somewhat following the sale of three properties. The
buildings -- sold within a few months of the filing -- brought in
about $750,000. The net proceeds went directly to Kaw Valley Bank,
which owned the mortgages on:

     -- 4614 S.W. Topeka Blvd. for $405,000, to Topeka company
        Gardner Roofing Inc.

     -- 906 S. Kansas Ave. for $261,000, to Topeka resident
        Michael T. Wilson.

     -- 3760 S.W. South Park Ave. for $80,000, to Tecumseh
        residents David and Kathy Barkes.

The Lindemuths filed for Chapter 11 reorganization bankruptcy on
Nov. 9.  The report says initial documents showed they and their
companies owed a collective $45 million toward loan debt and
income and real estate taxes.

The report recounts the U.S. Trustee on Feb. 14 filed a motion to
convert the Chapter 11 bankruptcy to a Chapter 7 liquidation.
Trustee Richard Wieland recommended the Lindemuths for liquidation
after the couple failed to submit monthly written reports and pay
quarterly fees for the first four months of the proceeding.  After
three continuances, the Lindemuths complied with the procedure,
and the Trustee withdrew his motion.

                        About Lindemuths

Lindemuth, Inc., based in Topeka, Kansas, filed for Chapter 11
bankruptcy (Bankr. D. Kan. Case No. 12-23055) on Nov. 9, 2012.
Jeffrey A. Deines, Esq. --jdeines@lcdlaw.com -- at Lentz Clark
Deines PA, oversees the case.  In its petition, Lindemuth Inc.
estimated under $50,000 in assets, and under $50 million in debts.
The petition was signed by Kent Lindemuth, president.

Affiliates that simultaneously filed for Chapter 11 are:

        Debtor                          Case No.
        ------                          --------
K. Douglas, Inc.                        12-23056
KDL, Inc.                               12-23057
Bellairre Shopping Center, Inc.         12-23058
Lindys Inc.                             12-23059
Kent Lindemuth                          12-23060


LINDEMUTH INC: Hiring Colliers International/Winbury Realty
-----------------------------------------------------------
Aly Van Dyke, writing for The Topeka Capital-Journal, reports that
developers Kent and Vikki Lindemuth have requested the Court allow
them to employ Colliers International/Winbury Realty of KC, LLC,
to help sell some of their property.  Formerly, the couple had
employed KS Commercial, which also happens to have a $92,700 claim
against the Lindemuths.  The U.S. Bankruptcy Court will have a
hearing regarding the new brokerage firm at 1:30 p.m. Sept. 19.

                        About Lindemuths

Lindemuth, Inc., based in Topeka, Kansas, filed for Chapter 11
bankruptcy (Bankr. D. Kan. Case No. 12-23055) on Nov. 9, 2012.
Jeffrey A. Deines, Esq. --jdeines@lcdlaw.com -- at Lentz Clark
Deines PA, oversees the case.  In its petition, Lindemuth Inc.
estimated under $50,000 in assets, and under $50 million in debts.
The petition was signed by Kent Lindemuth, president.

Affiliates that simultaneously filed for Chapter 11 are:

        Debtor                          Case No.
        ------                          --------
K. Douglas, Inc.                        12-23056
KDL, Inc.                               12-23057
Bellairre Shopping Center, Inc.         12-23058
Lindys Inc.                             12-23059
Kent Lindemuth                          12-23060


LINDEMUTH INC: Envista Credit Union et al. Seek to Pursue Claims
----------------------------------------------------------------
The Capital-Journal also reports that Envista Credit Union has
filed a request to pursue $54,000 it argues isn't related to the
bankruptcy.  The credit union in 2010 loaned the Lindemuths almost
$200,000 to purchase three vehicles, a 2009 Ford Mustang, a 2008
Ford Mustang GT 500 and a 2008 Ford F-250. The Lindemuths claimed
the vehicles were for its auto sales enterprise, Lindy Auto Sales.
However, the credit union claims, the Lindemuths haven't sold the
vehicles and instead have let family members drive them. The
vehicles weren't included in the bankruptcy, meaning, Envista
argues, they are fair game.

The report also says another eight creditors have filed requests
to go after assets they argue won't be affected by the bankruptcy.
Motions from relief from the bankruptcy stay include:

     -- Leona Broadbent and Heather Barr, who are seeking damages
        relating to injuries they sustained on what they claim to
        be poorly maintained Lindemuth properties.

     -- University National Bank, which filed Jan. 2 to go after
        five properties that owe a total of $3.4 million. A
        decision regarding the properties was made prior to the
        bankruptcy filing, the bank argues.

     -- Emprise Bank, which filed April 9 to go after three
        properties that have a total of $1.3 million still
        outstanding on their loans.

                        About Lindemuths

Lindemuth, Inc., based in Topeka, Kansas, filed for Chapter 11
bankruptcy (Bankr. D. Kan. Case No. 12-23055) on Nov. 9, 2012.
Jeffrey A. Deines, Esq. --jdeines@lcdlaw.com -- at Lentz Clark
Deines PA, oversees the case.  In its petition, Lindemuth Inc.
estimated under $50,000 in assets, and under $50 million in debts.
The petition was signed by Kent Lindemuth, president.

Affiliates that simultaneously filed for Chapter 11 are:

        Debtor                          Case No.
        ------                          --------
K. Douglas, Inc.                        12-23056
KDL, Inc.                               12-23057
Bellairre Shopping Center, Inc.         12-23058
Lindys Inc.                             12-23059
Kent Lindemuth                          12-23060


LIGHTSQUARED INC: Court Dismisses Bid to Enforce Exclusivity Order
------------------------------------------------------------------
LightSquared Inc. and a group of secured lenders signed a
stipulation, which calls for dismissal of the lenders' motion to
enforce Judge Shelley Chapman's second exclusivity extension order
dated Feb. 13, 2013.

The stipulation, which Judge Chapman approved on July 29, also
calls for the dismissal of LightSquared's cross-motion to relieve
the company of its obligations in the Feb. 13 order.

As reported by the Troubled Company Reporter on June 21, the
lenders requested the bankruptcy judge to declare LightSquared in
default of their agreement to extend exclusive plan-filing rights.

The secured lenders, which hold $1.38 billion in debt of
LightSquared, accused the company of violating their agreement by
failing to engage Dish Networks Corp. in negotiation after
receiving an offer from Dish Networks' chairman to pay $2 billion
for some of LightSquared's assets.

In response, LightSquared filed on July 1 a cross-motion for entry
of an order relieving the company of obligations under the Feb. 13
order.  LightSquared argued that the agreement should be declared
null and void on grounds that Dish Networks, a competitor,
surreptitiously bought control of the secured debt.

                      About LightSquared Inc.

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

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

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

Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Alvarez & Marsal North America, LLC, is the
financial advisor.  Kurtzman Carson Consultants LLC serves as
claims and notice agent.


LIQUIDMETAL TECHNOLOGIES: Incurs $1.9 Million Net Loss in Q2
------------------------------------------------------------
Liquidmetal Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $1.91 million on $150,000 of total revenue for the
three months ended June 30, 2013, as compared with a net loss of
$8.91 million on $214,000 of total revenue for the same period
during the prior year.

For the six months ended June 30, 2013, the Company incurred a net
loss of $5.40 million on $272,000 of total revenue, as compared
with a net loss of $9.97 million on $410,000 of total revenue for
the same period a year ago.

Liquidmetal incurred a net loss of $14.02 in 2012, as compared
with net income of $6.15 million in 2011.

As of June 30, 2013, the Company had $6.06 million in total
assets, $4.62 million in total liabilities and $1.44 million in
total shareholders' equity.

SingerLewak LLP, in Los Angeles, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has suffered recurring losses from operations and
has an accumulated deficit, which raises substantial doubt about
the Company's ability to continue as a going concern.

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

                        http://is.gd/U2fVs6

                  About Liquidmetal Technologies

Based in Rancho Santa Margarita, Cal., Liquidmetal Technologies,
Inc., and its subsidiaries are in the business of developing,
manufacturing, and marketing products made from amorphous alloys.
Liquidmetal Technologies markets and sells Liquidmetal(R) alloy
industrial coatings and also manufactures, markets and sells
products and components from bulk Liquidmetal alloys that can be
incorporated into the finished goods of its customers across a
variety of industries.  The Company also partners with third-
party licensees and distributors to develop and commercialize
Liquidmetal alloy products.


LIVE NATION: S&P Raises CCR to 'BB-' on Stable Performance
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Beverly
Hills, Calif.-based Live Nation Entertainment Inc., including the
corporate credit rating to 'BB-' from 'B+'.

The outlook is stable.

"At the same time, we assigned Live Nation Entertainment's $1.35
billion senior secured credit facilities an issue-level rating of
'BB' (one notch higher than the 'BB-' corporate credit rating on
the company), with a recovery rating of '2', indicating our
expectation for substantial (70%-90%) recovery for lenders in the
event of a payment default. The credit facilities consist of a
$300 million revolving credit facility due 2018, a $100 million
term loan A due 2018, and a $950 million term loan B due 2020,"
S&P said.

"In addition, we raised our issue-level rating on Live Nation
Entertainment's Rule 144a privately placed $425 million 7% senior
notes due 2018 to 'B+' (one notch lower than the corporate credit
rating) after a $200 million add-on.  The recovery rating on this
debt remains '5', indicating our expectation for modest (10%-30%)
recovery in the event of a payment default," S&P said.

"We are also withdrawing our 'B+' corporate credit rating on
Ticketmaster Entertainment, as no debt is outstanding and we do
not expect future issuance at this entity," S&P said.

The company will use proceeds to refinance its existing credit
facilities and its 8.125% $250 million senior notes due 2018.

Pro forma total debt was $1.8 billion as of June 30, 2013.

"The upgrade reflects a favorable final resolution of Live
Nation's arbitration proceeding with its former ticketing partner,
CTS Eventim AG, as well as our expectation that the company will
maintain debt leverage below 5x over the intermediate term, and
that operating performance will remain relatively stable," S&P
said.

"The corporate credit rating on Live Nation Entertainment Inc.
reflects Standard & Poor's Ratings Services' expectation that
leverage will remain relatively high, but that operating
performance will continue to be somewhat stable, because of the
company's degree of business diversity.  We consider the company's
business risk profile "fair," based on its strong position in the
live entertainment and ticketing businesses, notwithstanding the
low EBITDA margin of the concert business and increasing ticketing
competition.  We view the company's financial risk profile as
"aggressive" because of its moderately high debt leverage.  We
assess management and governance as "fair," S&P said.


LIVE NATION: Moody's Rates Senior Unsecured Notes 'B3'
------------------------------------------------------
Moody's Investors Service rated Live Nation Entertainment, Inc.'s
new $200 million senior unsecured add-on notes B3. The company's
B1 corporate family rating, B1-PD probability of default rating
(CFR and PDR respectively) and Ba3 senior secured credit facility
remain unchanged and ratings outlook also remains unchanged at
stable. Live Nation's speculative grade liquidity rating also
remains unchanged at SGL-2 (good liquidity).

Since the proceeds from the $200 million add-on notes (add-on to
existing $225 million 7.0% senior unsecured notes due September 1,
2020) together with cash on hand will be used to pay down $250
million of Live Nation's 8.125% senior unsecured notes due May 15,
2018, total debt is substantially unchanged and the transaction is
neutral to Live Nation's credit profile.

Assignments:

Issuer: Live Nation Entertainment, Inc.

  Senior Unsecured Regular Bond/Debenture Sep 1, 2020 add-on,
  Assigned B3 (LGD5, 81%)

Ratings Rationale:

Live Nation's B1 corporate family rating is influenced primarily
by moderately aggressive credit metrics and a financing strategy
in which de-levering depends on EBITDA expansion rather than debt
amortization. Given the maturity of the industries in which Live
Nation operates, there are limited organic growth prospects and,
with management committed to growth, there is frequent acquisition
activity, both of which limit de-levering. Live Nation's leading
position in the live entertainment industry and its multi-faceted
revenue stream derived from ticketing, concert promotion (based on
a significant roster of well-recognized performing artists), venue
operation, and artist management (through its ownership of Front
Line Management Group, Inc.) supports that rating.

Rating Outlook

Given expectations of relatively stable credit metrics, on
average, over the next two years or so, the ratings outlook is
stable.

What Could Change the Rating - Up

Should Live Nation's (Retained Cash Flow - Capital Expenditures)
to Debt expand towards 10% while (EBITDA-Capital
Expenditures)/Interest Expense expanded towards 3x (in both cases,
on a sustainable basis and measured inclusive of Moody's standard
adjustments), and given favorable business conditions and a solid
liquidity position, positive ratings or outlook actions would be
likely.

What Could Change the Rating - Down

Downwards rating pressure would be likely if (Retained Cash Flow -
Capital Expenditures) to Debt was expected to remain at or below
approximately 5% with (EBITDA - Capital Expenditures)
/Interest Expense less than 2x (in both cases, on a sustainable
basis and measured inclusive of Moody's standard adjustments).
Adverse developments in the business environment or with liquidity
arrangements could also prompt negative ratings activity.

The principal methodology used in this rating was Global Business
and Consumer Service Industry 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.


LUCA TECHNOLOGIES: Natural Gas Company Files Bankruptcy
-------------------------------------------------------
The Associated Press reports that Luca Technologies, Inc., a
Golden, Colorado-based company that sought to exploit naturally
occurring underground microbes to develop a long-lasting supply of
natural gas from the coal fields of northeast Wyoming, filed for
federal Chapter 11 bankruptcy July 15.  The filing lists several
Wyoming businesses and state agencies as creditors.

According to the AP, Luca had more than 100 employees at its peak
but its investors asked Luca executives to lay off all but three
employees, company attorney Matt Micheli said.  The report notes
the Company struggled to get federal permits and then ran into
financial trouble after natural gas prices hit 10-year lows in
2012.

Luca Technologies' Case Summary and 20 Largest Unsecured Creditors
was reported in the Troubled Company Reporter on July 23, 2013.
The petition (Bankr. D. Colo. Case No. 13-22013) was filed in
Denver bankruptcy court.  Judge Sidney B. Brooks oversees the
case.  Craig A. Christensen, Esq., at Lindquist & Vennum PLLP,
serves as the Debtor's counsel.  In its petition, the Debtor
estimated $1 million to $10 million in both assets and debts.  A
copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/cob13-22013.pdf
The petition was signed by Matt Micheli, general counsel.


MEDIA GENERAL: Obtains $945 Million Secured Facility
----------------------------------------------------
Media General has entered into a new credit agreement with a
syndicate of lenders in connection with its pending merger with
Young Broadcasting.  The new credit facilities, which are
contingent upon the closing, consist of a $60 million, 5-year
revolving credit facility and a $885 million, 7-year term loan.
The revolving credit facility interest rate is LIBOR plus 2.75
percent.  The term loan interest rate is LIBOR plus 3.25 percent,
with a 1.00 percent LIBOR floor.

As Media General announced on June 6, 2013, the company has
entered into a merger agreement with Young Broadcasting, which is
expected to be completed in the late third quarter or early fourth
quarter of this year.

"The merger of Media General and Young Broadcasting is a
transformational event for both companies," said George L.
Mahoney, Media General's president and chief executive officer.
"Among its many benefits, the combination offered an opportunity
to refinance our total debt at a significantly lower cost.  This
became a priority for us."

"Today's announcement puts the new Media General on an even
stronger footing than planned.  We had anticipated approximately
$15 million of financing synergies as a result of the transaction.
In fact, these synergies are nearly doubling, to $29 million.  Our
pro forma cash interest will be approximately $39 million
annually, based on current LIBOR levels, compared with the two
companies' current standalone annual interest expense of
approximately $75 million.  This is a significant free cash flow
pick-up for our company," said Mr. Mahoney.

"We're delighted with this momentum.  Our new financing was very
well received by debt investors, including our relationship banks,
and our new term loan was meaningfully oversubscribed.  We very
much appreciate the support of the credit community and this
opportunity to greatly strengthen our balance sheet and to
continue to improve our credit profile."

"The merger process also is progressing smoothly.  Our similar
corporate cultures and advanced integration planning are creating
a seamless transition.  We are well on track to capture our
expected $15 million of operating synergies, the lion's share of
which will be realized within 12 months after the closing.  Media
General looks forward to providing enhanced value to our
shareholders as an acquirer in ongoing industry consolidation
opportunities.  We will be particularly focused on creating more
duopolies," said Mr. Mahoney.

Proceeds from the new credit facilities will be used to repay all
of the outstanding debt of Media General and Young Broadcasting,
including associated call premiums.  As of March 31, 2013, Media
General's outstanding debt was $601 million, and Young's was $132
million.  Proceeds also will fund a $50 million contribution to
Media General's qualified pension plan and pay transaction fees
and expenses.

The credit agreement contains a leverage ratio covenant, which
involves debt levels and a rolling eight-quarter calculation of
EBITDA, as defined in the agreement.  Additionally, the agreement
has restrictions on certain transactions, including the incurrence
of additional debt, capital leases, investments, acquisitions,
asset sales and restricted payments (including share repurchases
and dividends), as defined in the agreement.

Shield Media LLC and Shield Media Lansing LLC (Shield Media),
companies with which Young Broadcasting has shared services
arrangements for two stations, entered into a new $32 million term
loan facility with a syndicate of lenders, dated as of July 31,
2103, the availability of which is contingent on certain
conditions, primarily the successful completion of the merger of
Media General and Young Broadcasting.  The new term loan facility
will refinance Shield Media companies' existing $32 million term
loans under one new credit agreement.  The existing Shield Media
term loans are guaranteed on a secured basis by Young
Broadcasting, which will continue under the new agreement.  The
new loan will have a term of five years and an interest rate of
LIBOR plus 3.25 percent.  It will also be guaranteed by Media
General.

RBC Capital Markets acted as Lead Left Arranger and will serve as
the Administrative Agent on the new Media General and Shield Media
credit facilities.

A copy of Media General's new credit agreement is available for
free at http://is.gd/ttD0LK

                         About Media General

Richmond, Virginia-based Media General Inc. (NYSE: MEG) --
http://www.mediageneral.com/-- is an independent communications
company with interests in newspapers, television stations and
interactive media in the United States.

The Company incurred a net loss of $193.41 million in for the year
ended Dec. 31, 2012, a net loss of $74.32 million for the year
ended Dec. 25, 2011, and a net loss of $22.63 million for the
fiscal year ended Dec. 26, 2010.  The Company's balance sheet at
March 31, 2013, showed $734.70 million in total assets, $926.43
million in total liabilities, and a $191.73 million total
stockholders' deficit.

                           *     *     *

As reported by the Troubled Company Report on July 10, 2013,
Moody's Investors Service upgraded Media General, Inc.'s Corporate
Family Rating to B1 from Caa1 reflecting the marked improvement in
credit metrics pro forma for the pending stock merger with New
Young Broadcasting Holding Co., Inc.

In the July 12, 2013, edition of the TCR, Standard & Poor's
Ratings Services raised its corporate credit rating on Richmond,
Va.-based local TV broadcaster Media General Inc. to 'B+' from
'B'.  "The rating action reflects the improvement in discretionary
cash flow from the refinancing and our expectation that trailing-
eight-quarter leverage will remain at 6x or below over the
intermediate term," said Standard & Poor's credit analyst Daniel
Haines.


MENASHA, WI: Moody's Rates $12.8MM Debt 'Ba2', Outlook Stable
-------------------------------------------------------------
Moody's Investors Service has affirmed the Ba2 rating on the City
of Menasha's (WI) outstanding rated general obligation unlimited
tax debt. The outlook remains stable. The city has $39.8 million
of outstanding general obligation debt, of which $12.8 million is
rated by Moody's.

Rating Rationale:

The outstanding bonds are secured by the city's general obligation
unlimited tax pledge. The affirmation of the Ba2 rating reflects
the city's default on its appropriation pledge backed Steam
Utility Revenue Bond Anticipation Notes (BANs), Series 2005 and
2006 in 2009. The rating also takes into consideration the
settlement with note-holders, finalized in January 2012, which
provides for a 75% recovery rate for investors with no further
payments from the city to note-holders beyond the terms of the
settlement. The Ba2 rating also factors in the city's elevated
debt burden, expected assistance from the State of Wisconsin for
any future borrowing, mitigating market access risks, adequate
financial reserves and the city's location in a stable, though
concentrated, regional economy. The stable outlook reflects
Moody's expectation that the city's tax base and financial
position will not materially change over the medium term.

Strengths:

- Settlement with bondholders and sale of electric utility
   provides some stability to the city's current and future
   financial position

- History of special assistance from the State of Wisconsin
   (general obligation rated Aa2/stable outlook) for borrowing
   mitigates the city's need to access the capital markets to
   fund capital projects

- General Fund reserve levels are adequate relative to the size
   of the city's operating budget and are slightly improved

Challenges:

- Elevated debt burden and high debt service expenditures as a
   percent of budget

- Regional economy characterized by manufacturing concentration
   and relatively weak socio-economic indices

- City's decision to not repay in full a debt obligation secured
   by its appropriation pledge, which is somewhat offset by its
   demonstrated commitment to honoring general obligation bond-
   holders

What could change the rating up:

- Expansion of the city's tax base coupled with improved
   resident income levels

- Material increases to the city's available reserves and
   liquidity

- Significant reduction in the city's debt levels relative to
   tax base and budget size

- Full repayment of defaulted notes

WHAT COULD CHANGE THE RATING DOWN:

- Failure to honor appropriation pledge for future debt

- Involvement in costly enterprises, particularly those that are
   non-essential to municipal operations

Rating Methodology:

The principal methodology used in this rating was General
Obligation Bonds Issued by US Local Governments published in April
2013.


MEMORIAL GROUP: S&P Assigns BB+ LT Rating on $157MM Revenue Bonds
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' long-term
rating to the Southwestern Illinois Development Authority's
$157.87 million series 2013 revenue bonds issued on behalf of
Memorial Group Inc. (MGI).  The outlook is stable.

"The 'BB+' rating reflects our view of the challenges that MGI has
faced as it has ramped up its employed physician base," said
Standard & Poor's credit analyst Brian Williamson.

The 'BB+' rating further reflects S&P's view of MGI's:

  -- Operating losses for the past three fiscal years coupled with
     soft pro forma maximum annual debt service coverage,

  -- Soft utilization statistics for the first six months of
     fiscal 2013,Strong competition based on the close proximity
     to the St. Louis market, and

  -- Risk associated with a new construction project.

The proceeds of the series 2013 Bonds, together with certain other
money, will be used to fund the construction of a 94-bed hospital
located in Shiloh, Ill., and to refund MGI's series 2011 bonds.

"The stable outlook reflects our anticipation that MGI will
maintain its balance sheet and leading market share position," S&P
said.


MGM RESORTS: Incurs $92.9 Million Net Loss in Second Quarter
------------------------------------------------------------
MGM Resorts International reported a net loss attributable to the
Company of $92.95 million on $2.48 billion of revenues for the
three months ended June 30, 2013, as compared with a net loss
attributable to the Company of $145.45 million on $2.32 billion of
revenues for the same period during the prior year.

For the six months ended June 30, 2013, the Company incurred a net
loss attributable to the Company of $86.41 million on $4.83
billion of revenues, as compared with a net loss attributable to
the Company of $362.70 million on $4.61 billion of revenues for
the same period a year ago.

The Company reported net income of $3.23 billion in 2011 and a net
loss of $1.43 billion in 2010.

As of June 30, 2013, the Company had $25.72 billion in total
assets, $17.86 billion in total liabilities and $7.85 billion in
total stockholders' equity.

"We continue to see broad-based Las Vegas improvement as our Strip
EBITDA increased 15%, driven by a 7% increase in casino revenues
and a 5% increase in hotel revenues," said Jim Murren, MGM Resorts
International Chairman and CEO.  "A strong performance at MGM
China led to another quarter of record results, driven by higher
volumes in both mass market and VIP."

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

                        http://is.gd/3WBAwz

                        About MGM Resorts

MGM Resorts International (NYSE: MGM) --
http://www.mgmresorts.com/-- has significant holdings in gaming,
hospitality and entertainment, owns and operates 15 properties
located in Nevada, Mississippi and Michigan, and has 50 percent
investments in four other properties in Nevada, Illinois and
Macau.

                        Bankruptcy Warning

The agreements governing the Company's senior credit facility and
other senior indebtedness contain restrictions and limitations
that could significantly affect its ability to operate its
business, as well as significantly affect its liquidity, and
therefore could adversely affect its results of operations, the
Company said in its annual report for the year ended Dec. 31,
2012.

"Our ability to comply with these provisions may be affected by
events beyond our control.  The breach of any such covenants or
obligations not otherwise waived or cured could result in a
default under the applicable debt obligations and could trigger
acceleration of those obligations, which in turn could trigger
cross defaults under other agreements governing our long-term
indebtedness.  Any default under our senior credit facility or the
indentures governing our other debt could adversely affect our
growth, our financial condition, our results of operations and our
ability to make payments on our debt, and could force us to seek
protection under the bankruptcy laws."

                           *     *     *

As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on MGM Resorts
International to 'B-' from 'CCC+'.   In March 2012, S&P revised
the outlook to positive from stable.

"The revision of our rating outlook to positive reflects strong
performance in 2011 and our expectation that MGM will continue to
benefit from the improving performance trends on the Las Vegas
Strip," S&P said.

In March 2012, Moody's Investors Service affirmed its B2 corporate
family rating and probability of default rating.  The affirmation
of MGM's B2 Corporate Family Rating reflects Moody's view that
positive lodging trends in Las Vegas will continue through 2012
which will help improve MGM's leverage and coverage metrics,
albeit modestly. Additionally, the company's declaration of a $400
million dividend ($204 million to MGM) from its 51% owned Macau
joint venture due to be paid shortly will also improve the
company's liquidity profile. The ratings also consider MGM's
recent bank amendment that resulted in about 50% of its
$3.5 billion senior credit facility being extended one year from
2014 to 2015.

As reported by the TCR on Oct. 15, 2012, Fitch Ratings has
affirmed MGM Resorts International's (MGM) Issuer Default Rating
(IDR) at 'B-' and MGM Grand Paradise, S.A.'s (MGM Grand Paradise)
IDR at 'B+'.


MOBIVITY HOLDINGS: Amends Report to Reflect FDI Acquisition
-----------------------------------------------------------
Mobivity Holdings Corp. amended its current report on Form 8-K
that was filed on May 24, 2013, for the purpose of filing the
financial statements and pro forma financial information with
respect to the acquisition from Front Door Insights LLC of
substantially all of its assets.  The acquisition was completed on
on May 20, 2013.

The unaudited pro forma condensed consolidated financial
statements have been prepared to give effect to the completed
acquisition, which was accounted for as a purchase.

The companies' combined pro forma balance sheet at March 31, 2013,
showed $5.92 million in total assets, $11.87 million in total
liabilities, all current, and a $5.95 million total stockholders'
deficit.

A copy of FDI's financial statements is available for free at:

                        http://is.gd/GcXSAy

A copy of Mobivity's pro forma financial statements is available
for free at http://is.gd/kXVnpU

                     About Mobivity Holdings

Mobivity Holdings Corp. was incorporated as Ares Ventures
Corporation in Nevada in 2008.  On Nov. 2, 2010, the Company
acquired CommerceTel, Inc., which was wholly-owned by CommerceTel
Canada Corporation, in a reverse merger.  Pursuant to the Merger,
all of the issued and outstanding shares of CommerceTel, Inc.,
common stock were converted, at an exchange ratio of 0.7268-for-1,
into an aggregate of 10,000,000 shares of the Company's common
stock, and CommerceTel, Inc., became a wholly owned subsidiary of
the Company.  In connection with the Merger, the Company changed
its corporate name to CommerceTel Corporation on Oct. 5, 2010.
In connection with the Company's acquisition of assets from
Mobivity, LLC, the Company changed its corporate name to Mobivity
Holdings Corp. and its operating company to Mobivity, Inc, on
Aug. 23, 2012.

Mobivity Holdings disclosed a net loss of $7.33 million in 2012,
as compared with a net loss of $16.31 million in 2011.  The
Company's balance sheet at March 31, 2013, showed $3.25 million in
total assets, $10.25 million in total liabilities, all current,
and a $6.99 million total stockholders' deficit.

M&K CPAS, PLLC, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing recurring operating losses and
negative cash flows from operations and dependence on additional
financing to fund operations which raise substantial doubt about
the Company's ability to continue as a going concern.

                         Bankruptcy Warning

"[A]ll of our assets are currently subject to a first priority
lien in favor of the holders of our outstanding convertible notes
payable in the current aggregate principal amount of $4,521,378.
The notes are due on October 15, 2013, if we are unable to repay
or refinance our obligations under those notes by October 15,
2013, the holders of the notes will have the right to foreclose on
their security interests and seize our assets.  To avoid such an
event, we may be forced to seek bankruptcy protection, however a
bankruptcy filing would, in all likelihood, materially adversely
affect our ability to continue our current level of operations.
In the event we are not able to refinance or repay the notes, but
negotiate for a further extension of the maturity date of the
notes, we may be required to pay significant extension fees in
cash or shares of our equity securities or otherwise make other
forms of concessions that may adversely impact the interests of
our common stockholders," the Company has warned in its annual
report for the year ended Dec. 31, 2012.


MORGANS HOTEL: Files Form 10-Q, Incurs $19MM Net Loss in Q2
-----------------------------------------------------------
Morgans Hotel Group Co. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss attributable to common stockholders of $19.03 million
on $60.70 million of total revenues for the three months ended
June 30, 2013, as compared with a net loss attributable to common
stockholders of $16.11 million on $47.79 million of total revenues
for the same period a year ago.

For the six months ended June 30, 2013, the Company incurred a net
loss attributable to common stockholders of $33.36 million on
$113.35 million of total revenues, as compared with a net loss
attributable to common stockholders of $33.04 million on $91.08
million of total revenues for the same period during the prior
year.

The Company incurred a net loss attributable to common
stockholders of $66.81 million in 2012, a net loss attributable to
common stockholders of $95.34 million in 2011, and a net loss
attributable to common stockholders of $89.96 million in 2010.

As of June 30, 2013, the Company had $580.67 million in total
assets, $744.32 million in total liabilities, $6.04 million in
redeemable noncontrolling interest and a $169.70 million total
deficit.

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

                        http://is.gd/hVdSrt

                     About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets.  Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.


MORGANS HOTEL: Incurs $16.2 Million Net Loss in Second Quarter
--------------------------------------------------------------
Morgans Hotel Group Co. reported a net loss of $16.19 million on
$60.70 million of total revenues for the three months ended
June 30, 2013, as compared with a net loss of $13.51 million on
$47.79 million of total revenues for the same period a year ago.

For the six months ended June 30, 2013, the Company had a net loss
of $27.72 million on $113.35 million of total revenues, as
compared with a net loss of $28.01 million on $91.08 million of
total revenues for the same period during the preceding year.

The Company's balance sheet at June 30, 2013, showed $580.67
million in total assets, $744.32 million in total liabilities,
$6.04 million in redeemable noncontrolling interest and a $169.70
million total stockholders' deficit.

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

                        http://is.gd/x3TtxF

                      About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets.  Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

The Company incurred a net loss attributable to common
stockholders of $66.81 million in 2012, a net loss attributable to
common stockholders of $95.34 million in 2011, and a net loss
attributable to common stockholders of $89.96 million in 2010.

The Company's balance sheet at March 31, 2013, showed $583.62
million in total assets, $731.82 million in total liabilities,
$6.32 million in redeemable noncontrolling interest of
discontinued operations and a $154.52 million total deficit.


MOULTONBOROUGH HOTEL: 1st Cir. Upholds Seniority of SFG Mortgage
----------------------------------------------------------------
The appeals case ROK BUILDERS, LLC, Appellant, v. 2010-1 SFG
VENTURE LLC, Appellee, Case No. 12-2182, involves two competing
claims to the assets of bankrupt Moultonborough Hotel.  Appellant
ROK Builders, LLC constructed a hotel for Moultonborough and has a
mechanic's lien on the property.  Appellee 2010-1 SFG Venture,
LLC, is the assignee of the construction lender and has a mortgage
on the hotel.  When Moultonborough filed for bankruptcy, SFG
sought a declaration that its mortgage was senior to ROK's lien to
the extent the construction lender had disbursed loan funds to
ROK.  ROK responded by seeking a declaration that its lien was
senior to SFG's mortgage and by advancing various additional
counterclaims.  The Bankruptcy Court and District Court in New
Hampshire ruled for SFG.

In a July 18, 2013 Decision available at http://is.gd/94jbGXfrom
Leagle.com, the U.S. Court of Appeals for the First Circuit
affirmed the lower courts' rulings.

In 2009, Moultonborough filed a petition in a New Hampshire
bankruptcy court for reorganization under Chapter 11 of the
Bankruptcy Code.

William S. Gannon, Esq., of William S. Gannon PLLC, represents ROK
Builders LLC.

Gary D. Ticoll, Esq. and Paul T. Martin, Esq. of Greenberg
Traurig, LLP, as well as Edmond J. Ford, Esq., of Ford &
Associates, P.A., represent SFG Venture LLC.


MOUNT CLEMENS: Moody's Lowers GOULT Ratings to 'Ba3'
----------------------------------------------------
Moody's downgrades Mount Clemens Community School District, MI's
underlying GO rating to Ba3; Outlook remains negative

Moody's Investors Service has downgraded to Ba3 from Baa3 the
general obligation unlimited tax (GOULT) rating of Mount Clemens
Community School District, MI. The outlook on the district remains
negative. The Ba3 rating and negative outlook apply to $51.8
million in outstanding rated GOULT debt.

Summary Rating Rationale

The district's outstanding rated bonds are secured by its general
obligation unlimited property tax pledge. Additionally, all
outstanding bonds are further secured by the State of Michigan's
(GO rated Aa2/positive outlook) School Bond Qualification and Loan
Program (SBQLP) which provides debt service assistance through its
School Loan Revolving Fund (SLRF). Moody's has a Aa2 rating with a
positive outlook on the enhancement program. Fundamental to the
program's rating is its sound mechanics to ensure timely payments,
which include a provision for independent third party notification
to the state in the event of debt service insufficiency, and the
strength of the state's general obligations, currently rated Aa2
with positive outlook.

The downgrade of the district's underlying rating to Ba3 reflects
the district's substantial General Fund deficit position which has
not been rectified in a timely manner primarily due to annual
revenue pressures. The district has contended with a multi-year
trend of rapid enrollment loss that factors unfavorably in the
collection of revenue per Michigan's enrollment based funding
formula. Also incorporated in the rating is the district's
modestly-sized and rapidly deteriorating tax base located north of
Detroit (GO rated Caa3/rating under review for downgrade); below
average socioeconomic characteristics; and elevated direct debt
burden.

The negative outlook reflects Moody's expectation that the
district will struggle to achieve a positive general Fund position
in the near term, due to continued enrollment declines and
dwindling opportunities to make additional expenditure reductions
given current basic service levels. Future declines in enrollment
that outpace district expectations or the capacity to further trim
expenditures could result in additional operational imbalance and
weakening of credit quality.

Strengths

- State oversight of the district's Deficit Elimination Plan
   (DEP) process, though financial improvements thus far have
   been limited

Challenges

- Substantial deficit General Fund balance with limited
   liquidity to meet operational costs

- Steep annual declines in enrollment negatively affecting core
   operating revenues

- Limited options for future expenditure reductions

- Rapidly depreciating tax base with below average socioeconomic
   characteristics

- Elevated debt profile with short-term borrowing levels
   reaching legal capacity

Outlook

The negative outlook reflects Moody's expectation that the
district will struggle to achieve a positive general Fund position
in the near term, due to continued enrollment declines and
dwindling opportunities to make additional expenditure reductions
given current basic service levels. Future declines in enrollment
that outpace district expectations or the capacity to further trim
expenditures could result in additional operational imbalance and
weakening of credit quality.

What Could Move the Rating Up (Or Remove the Negative Outlook)

- Return to and maintenance of operational balance that supports
   reduction in the accumulated General Fund deficit

- Stable to increasing trends in enrollment leading to increases
   in operating revenues to assist in reestablishing a positive
   General Fund position

What Could Move the Rating Down

- Failure to eliminate the deficit General Fund balance in a
   timely manner and/or continued financial deterioration

- Inability to maintain adequate liquidity to meet operational
   costs

- Continued enrollment declines resulting in greater than
   anticipated revenue pressures

The principal methodology used in this rating was General
Obligation Bonds Issued by US Local Governments published in April
2013.


MOXIE LIBERTY: S&P Give 'B' Prelim. Ratings to $600MM Debt
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' preliminary
ratings to Moxie Liberty's $358 million secured term loan B-1,
$200 mil term loan B-2, and $42 million LOC facility.

"We also assigned our preliminary '1' rating to the debt. The
outlook is stable," S&P said.

The term loan B will consist of a first-draw $358 million loan and
a $200 million delayed-draw loan.  The 12-month delayed-draw loan
will be priced now but will carry a 2% commitment fee. Almost $363
million in equity is cash-funded at close.

"We have also assigned a '1' recovery rating on the bonds,
indicating high (90% to 100%) recovery under a default scenario.

The $119 million of mezzanine debt at intermediate holding company
Panda Liberty Intermediate Holdings II LLC is unrated, but
included in our debt service coverage ratio (DSCR) calculations.

The project will sell capacity, energy, and ancillary services
into the PJM market.  The project cleared the 2016/2017 PJM
auction at the clearing price for the Mid-Atlantic Area Council
capacity market.

"The outlook is stable and will likely remain at the current level
as the project proceeds through the construction phase," said
Standard & Poor's credit analyst Aneesh Prabhu.

"Near-term downside risks can emerge if the project experiences
delays in construction that extend beyond six months. Given our
current expectations of project economics, we expect that ratings
will likely improve as the project goes into commercial
operations.  Our base-case estimates that trend an average of
about 2.5x and minimum levels of about 1.75x suggest that ratings
can improve up to 'BB-' (in stages) during the operations phase,"
S&P said.

However, expected high volatility in future cash flows and the
project's single-asset nature will likely preclude ratings higher
than 'BB-'.


MUSCLEPHARM CORP: Arnold Schwarzenegger Holds 7% Equity Stake
-------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Arnold Schwarzenegger and Marine MP, LLC, disclosed
that as of July 26, 2013, they beneficially owned 780,000 shares
of common stock of MusclePharm Corporation representing 7.7
percent of the shares outstanding.  Mr. Schwarzenegger is the sole
member of Marine MP.  A copy of the regulatory filing is available
for free at http://is.gd/jrQNBK

                         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 percent 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.

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 March 31, 2013, showed $20.53 million in total
assets, $13.31 million in total liabilities and $7.22 million in
total stockholders' equity.

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.


N-VIRO INTERNATIONAL: Fails to Pay $455,000 Debenture
-----------------------------------------------------
N-Viro International Corporation disclosed with the U.S.
Securities and Exchange Commission that it failed to pay $455,000
principal amount of Debentures due at June 30, 2013.  The Company,
however, paid all holders of its Convertible Debentures for
accrued interest payable through June 30, 2013.

The Company will continue to accrue additional interest on the
Principal Amount at the rate set forth in the Debentures until the
Principal Amount is paid in full.  The Company expects to pay all
accrued interest due and the Principal Amount to all outstanding
holders of the Debentures after completing substitute financial
arrangements, though the Company gives no assurance of the timing
of receipt of these funds and amounts available from these
substitute arrangements.

                     About N-Viro International

Toledo, Ohio-based N-Viro International Corporation owns and
sometimes licenses various N-Viro processes and patented
technologies to treat and recycle wastewater and other bio-organic
wastes, utilizing certain alkaline and mineral by-products
produced by the cement, lime, electrical generation and other
industries.

In its audit report on the consolidated financial statements for
the year ended Dec. 31, 2012, UHY LLP, in Farmington Hills,
Michigan, expressed substantial doubt about N-Viro's ability to
continue as a going concern, citing the Company's recurring
losses, negative cash flow from operations and net working capital
deficiency.

The Company reported a net loss of $1.6 million on $3.6 million of
revenues in 2012, compared with a net loss of $1.6 million of
$5.6 million of revenues in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $2.3 million
in total assets, $2.4 million in total liabilities, and a
stockholders' deficit of $49,286.


NEOMEDIA TECHNOLOGIES: Incurs $30.4 Million Net Loss in 2nd Qtr.
----------------------------------------------------------------
NeoMedia Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $30.37 million on $1.66 million of revenue for the
three months ended June 30, 2013, as compared with net income of
$124.11 million on $461,000 of revenue for the same period during
the prior year.

For the six months ended June 30, 2013, the Company incurred a net
loss of $21.28 million on $2.26 million of revenue, as compared
with a net loss of $41.41 million on $1.18 milion of revenue for
the same period a year ago.

NeoMedia reported a net loss of $19.38 million in 2012 and a net
loss of $849,000 in 2011.

As of June 30, 2013, the Company had $5.79 million in total
assets, $92.13 million in total liabilities, all current, $4.81
million in series C convertible preferred stock, $348,000 in
series D convertible preferred stock, and a $91.51 million total
shreholders' deficit.

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

                         http://is.gd/XrOOIH

                    About NeoMedia Technologies

Atlanta, Ga.-based NeoMedia Technologies provides mobile barcode
scanning solutions.  The Company's technology allows mobile
devices with cameras to read 1D and 2D barcodes and provide "one
click" access to mobile content.

After auditing the 2011 results, Kingery & Crouse, P.A, in Tampa,
FL, 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 from operations and has
ongoing requirements for additional capital investment.


NEONODE INC: Reports $3.1 Million Net Loss in Second Quarter
------------------------------------------------------------
Neonode Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $3.12 million on $1.08 million of net revenues for the three
months ended June 30, 2013, as compared with a net loss of $3.42
million on $1.97 million of net revenues for the same period
during the prior year.

For the six months ended June 30, 2013, the Company incurred a net
loss of $6.69 million on $1.63 million of net revenues, as
compared with a net loss of $5.01 million on $3.13 million of net
revenues for the same period a year ago.

The Company incurred a net loss of $9.28 million in 2012, a net
loss of $17.14 million in 2011 and a $31.62 million net loss in
2010.

As of June 30, 2013, the Company had $7.31 million in total
assets, $4.14 million in total liabilities and $3.16 million in
total stockholders' equity.

"Our performance for the quarter ended June 30, 2013 excluded
approximately $120,000 of revenues that were reported after our
revenue recognition deadline," said Neonode CEO Thomas Eriksson.
"More importantly, during the second quarter we were able to get
traction in the PC space, while two new customers in the
automotive (Volvo) and children's tablet segments commenced their
ramps."

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

                         http://is.gd/Y0AjQa

                         About Neonode Inc.

Lafayette, Calif.-based Neonode Inc. (OTC BB: NEON)
-- http://www.neonode.com/-- provides optical touch screen
solutions for hand-held and small to midsize devices.


OPTIMUMBANK HOLDINGS: Incurs $2.3 Million Net Loss in 2nd Quarter
-----------------------------------------------------------------
OptimumBank Holdings, Inc., reported a net loss for the second
quarter ending June 30, 2013, of approximately $2.3 million, or
$.29 per basic share, as compared to a net loss for the same
period last year of approximately $0.8 million, or $.12 per basic
share adjusted for the reverse stock split.

A large portion of the net loss for the 2013 second quarter was a
$1.4 million write-down resulting from a lower current valuation
concerning one problem loan relationship and three OREO
properties.  Chairman Moishe Gubin said, "We continue to make
progress addressing our legacy issues and sold 17 out of 24, or
71% of our OREO properties during the second quarter."  Chairman
Gubin also commented that core performance continues to improve
with the net interest margin increasing from 1.88 percent in June
2012 to 2.90 percent in June 2013.  As of the end of the quarter,
the loan origination pipeline was $7.5 million.

The Company reduced non-performing assets by approximately 30.9
percent or $9.5 million to a total of $22.3 million compared to
June 30, 2012.  Chairman Gubin noted, "We continue to reduce non-
performing assets.  Our performing loan balance has increased by
$6.6 million since June 2012."

The Company's capital ratios are below its regulatory capital
requirements at June 30, 2013, with a tier one leverage capital
ratio of 5.70 percent and a total risk-based capital ratio of 8.36
percent.  OptimumBank Holdings, Inc., and OptimumBank expect to
raise additional capital during 2013 with a $2.7 million
investment from Chairman Gubin, subject to regulatory approval.

                    About OptimumBank Holdings

OptimumBank Holdings, Inc., headquartered in Fort Lauderdale,
Fla., is a one-bank holding company and owns 100 percent of
OptimumBank, a state (Florida)-chartered commercial bank.

The Company offers a wide array of lending and retail banking
products to individuals and businesses in Broward, Miami-Dade and
Palm Beach Counties through its executive offices and three branch
offices in Broward County, Florida.

Optimumbank Holdings disclosed a net loss of $4.69 million in
2012, as compared with a net loss of $3.74 million in 2011.
The Company's balance sheet at March 31, 2013, showed
$135.60 million in total assets, $130.87 million in total
liabilities and $4.73 million in total stockholders' equity.

                        Regulatory Matters

Effective April 16, 2010, the Bank consented to the issuance of a
Consent Order by the  Federal Deposit Insurance Corporation and
the the Florida Office of Financial Regulation, also effective as
of April 16, 2010.

The Consent Order represents an agreement among the Bank, the FDIC
and the OFR as to areas of the Bank's operations that warrant
improvement and presents a plan for making those improvements.
The Consent Order imposes no fines or penalties on the Bank.  The
Consent Order will remain in effect and enforceable until it is
modified, terminated, suspended, or set aside by the FDIC and the
OFR.


ORCKIT COMMUNICATIONS: Networks Warns Termination of SIA
--------------------------------------------------------
Networks Inc. delivered notice to Orckit on August 5 that one of
the conditions precedent for closing the transactions contemplated
by the March 12, 2013, Strategic Investment Agreement has not yet
been satisfied.  This condition precedent requires that the
Israeli Office of the Chief Scientist issue an approval of the
transfer of intellectual property from Orckit to Networks in a
form satisfactory to Networks.  Networks received a draft approval
letter of the OCS on Aug. 1, 2013.  Networks also advised Orckit
that it may terminate the SIA if this condition precedent is not
satisfied by Aug. 14, 2013.

The closing of said transactions with Networks, in turn, is one of
the conditions to the closing of the pending arrangement with
Orckit's note holders.

On March 12, 2013, Orckit entered into a Strategic Investment
Agreement with Networks, a non-practicing entity controlled by
Hudson Bay Capital Management.  Pursuant to the agreement,
Networks3 will pay Orckit $8 million upon closing, of which $5
million is for the purchase of Orckit's patent portfolio, $2.5
million is for the purchase of 4,747,409 newly issued ordinary
shares of Orckit at the price of $0.52 per share (constituting
approximately 13.3 percent of Orckit's outstanding share capital
after giving effect to the issuance thereof), and $0.5 million is
for the purchase of an unsecured subordinated note in the
principal amount of $0.5 million.  The note will bear interest at
the applicable federal rate (approximately 1 percent per year),
will mature on the third anniversary of the closing and will be
guaranteed by Orckit-Corrigent Ltd., Orckit's wholly owned
subsidiary.  Of those proceeds, $5 million is designated to repay
Orckit's Senior A notes and Senior B notes, and $3 million is
required to be used to finance Orckit's ongoing activities.

Orckit is examining the situation and exploring all possible
alternatives.

                            About Orckit

Tel-Aviv, Israel-based Orckit Communications Ltd. (TASE: ORCT)
engages in the design, development, manufacture and marketing of
advanced telecom equipment to telecommunication service providers
in metropolitan areas.  The Company's products are transport
telecommunication equipment targeting high capacity packetized
metropolitan networks.

ORCKIT Communications disclosed a net loss of $6.46 million on
$11.19 million of revenues for the year ended Dec. 31, 2012, as
compared with a net loss of $17.38 million on $15.58 million of
revenues for the year ended Dec. 31, 2011.  The Company's balance
sheet at March 31, 2013, showed US$14.93 million in total assets,
US$25.28 million in total liabilities and a US$10.35 million total
capital deficiency.

Kesselman & Kesselman, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company has a
capital deficiency, recurring losses, negative cash flows from
operating activities and has significant future commitments to
repay its convertible subordinated notes.  These facts raise
substantial doubt as to the Company's ability to continue as a
going concern.


PATRIOT COAL: Miners and Supporters to Protest at Peabody HQ
------------------------------------------------------------
Returning to downtown St. Louis, thousands of active and retired
members of the United Mine Workers of America (UMWA), along with
labor and community supporters, will protest in front of Peabody
Energy headquarters on Tuesday morning, August 13th.

Who:      Mine workers and supporters, including:

          * UMWA President Cecil Roberts

          * UMWA Secretary Treasurer Dan Kane

          * American Federation of Teachers (AFT) President
            Randi Weingarten

What:     Rally and protest over cutbacks in health benefits
          for retired miners and cutbacks in pay, benefits and
          working conditions for active miners

When:     Tuesday, August 13th 10 am (Central Time)

Where:    Kiener Plaza (across from Peabody Energy headquarters)
          701 Market Street, Downtown St. Louis

"We are in ongoing talks with Patriot Coal to lessen the impact of
severe cutbacks on active and retired miners, but nobody should
forget who really caused this problem," said UMWA President Cecil
Roberts. "Executives at Peabody Energy created Patriot, they
failed to give it enough assets to meet its obligations, and we're
not going to sit idly by and let miners and their families pay the
price for their failure."

On July 30, more than 3,000 mine workers and supporters protested
outside the headquarters of Arch Coal in Creve Coeur, Mo.  Ten
people were arrested in an act of civil disobedience.

Arch Coal created Magnum Coal in 2005, loading up the new company
with health care and retirement obligations.  Patriot acquired
Magnum in 2008.

"Every time we point out that the original employers of these
workers are responsible for the promises they made to these
workers, corporate executives say we're 're-writing history,'"
said Roberts.

"Actually, the history is pretty simple. The overwhelming majority
of people affected by this situation never worked a day for any
company called Patriot. They worked their entire careers for Arch
or Peabody. Arch and Peabody are still profitable companies, and
it's just plain wrong to use a corporate shell game to deny
workers the benefits they rightfully earned during a lifetime of
labor in the coal mines."

"I'm not surprised that executives at Peabody and Arch keep trying
to change the subject," said Roberts. "But we're going to stay on
this case until justice is done."

A lawsuit on behalf of UMWA members, filed in West Virginia,
charges that Peabody, Arch and Patriot violated the federal
Employment Retirement Income Security Act (ERISA) by scheming to
eliminate contractually-guaranteed lifetime health care benefits
for retirees.

The union is also working with a bipartisan group of more than 20
U.S. representatives and senators from California, Indiana,
Illinois, Kentucky, Massachusetts, Missouri, Ohio, Oklahoma,
Pennsylvania, Virginia and West Virginia on legislation that will
provide significant help to retired miners and widows whose health
care is threatened.

In addition, UMWA members are conducting an ongoing public
education and advertising campaign about issues facing active and
retired mine workers and their families. Additional information is
available at FairnessAtPatriot.org


PONTIAC CITY: Moody's Cuts GOULT Rating to Caa1; GOLT to Caa2
-------------------------------------------------------------
Moody's Investors Service has downgraded to Caa1 from B3 the
general obligation unlimited tax (GOULT) issuer rating of the
Pontiac City School District (MI). Concurrently, Moody's has
downgraded to Caa2 from Caa1 the district's outstanding general
obligation limited tax (GOLT) debt. The district has $14.8 million
of rated GOLT debt outstanding. The rating has been removed from
review and a negative outlook assigned.

Moody's ratings represent expected loss, encompassing both default
probability and bondholders' likely post-default recovery. When a
security is in or approaching default, then placement of the
rating will largely depend on the expected recovery to
bondholders. Ratings of defaulted bonds with expected recoveries
of 65-95% will typically be in the Caa range, 35-65% at Ca, and
under 35% at the lowest rating of C. In the rare case when
expected recoveries exceed 95%, such ratings will be in the single
B range.

Ratings Rationale:

The district's ratings were placed under review for downgrade on
May 24, 2013 following disclosure of the district's May 1, 2013
GOLT default. The district failed to make a debt service payment
of approximately $1.4 million for its Series 2006 School Building
and Site Bonds. The bond insurer, Syncora, paid bondholders within
days once notified of the default, though notification was delayed
by several weeks. As of this date, the district has not
established an agreed-upon repayment schedule.

The downgrade of the issuer rating to Caa1 reflects the district's
severe cash flow challenges and large backlog of unpaid debts,
which make prompt recovery of its missed debt service payment
unlikely and place upcoming debt service payments at risk; in
particular, bonded debt service will compete against operating
expenses that are necessary to maintain operations if cash remains
limited. The downgrade also reflects the district's overall
severely challenged finances, with a General Fund deficit balance
now exceeding 50% of revenues after years of operating imbalance,
despite significant expenditure reductions; precipitous enrollment
declines that have eroded district revenues; and poor financial
management practices including utilization of a debt service levy
for operating expenses. The rating also incorporates the
district's large and depreciating tax base that benefits from some
institutional presence and the district's modest debt burden. The
Caa2 rating on the district's outstanding GOLT debt is one notch
below the issuer rating, reflecting limitations on the ability to
increase operating revenues from which GOLT debt service is paid.

The negative outlook is based on the district's deteriorating cash
position resulting from years of operational imbalances and
further exacerbated by the state's refusal to approve a tax
anticipation cash flow note and periodic withholding of state aid
in response to certain operating delinquencies on the part of the
district. In addition, the district's current property tax
receipts may be intercepted to repay obligations due to the
county. Further incorporated into the negative outlook is the
district's continuing declining enrollment trend driven by an
outmigration of students to neighboring districts and intense
competition from charter school operators. Continued enrollment
declines will pressure district revenues and slow the district's
progress towards elimination of its accumulated deficit despite
ongoing expenditure reductions, as the district does not have the
flexibility to increase revenues beyond its state allocated per
pupil foundation funding.

State oversight of the school district has commenced, which could
result in the appointment of an emergency manager among other
outcomes that include a consent agreement, a neutral evaluation
process, or even seek approval for a Chapter 9 filing.

Strengths:

- Economic base includes the institutional presence of Oakland
   University

- Modest debt burden supported by rapid amortization

- Implementation of significant expenditure reductions

Challenges:

- Extremely stressed liquidity leading to a growing backlog of
   unpaid debts

- Uncertainty regarding the timing and extent of recovery on
   defaulted payments

- Precipitous enrollment declines that have eroded district
   revenues

- Poor financial management practices including borrowing from
   the debt service funds for operations

- Ongoing state withholding of aid

- Continuation of structurally imbalanced operations resulting
   in large deficit fund balance position

- Limited revenue raising flexibility with high dependence on
   state foundation allowance

- Severely stressed tax base with substantial valuation declines

Outlook:

The negative outlook is based on the district's deteriorating cash
position resulting from years of operational imbalances and
further exacerbated by the state's refusal to approve a tax
anticipation cash flow note and periodic withholding of state aid
in response to certain operating delinquencies on the part of the
district. In addition, the district's current property tax
receipts may be intercepted to repay obligations due to the
county. Further incorporated into the negative outlook is the
district's continuing declining enrollment trend driven by an
outmigration of students to neighboring districts and intense
competition from charter school operators. Continued enrollment
declines will pressure district revenues and slow the district's
progress towards elimination of its accumulated deficit despite
ongoing expenditure reductions, as the district does not have the
flexibility to increase revenues beyond its state allocated per
pupil foundation funding.

What Could Change The Rating Up
(or removal of the negative outlook)

- Repayment of missed debt service payment in full

- Improved liquidity and cash flow

- Reduced reliance on cash flow borrowing to fund operations

- Improvement in accounts payable

What Could Change The Rating Down

- Continued accumulation of unpaid bills

- Failure to repay missed debt service payment and make upcoming
   debt service payment

- Further deterioration in the district's cash flows, putting at
   risk future repayment of obligations

- Increase in likelihood of bankruptcy filing

The principal methodology used in this rating was General
Obligation Bonds Issued by US Local Governments published in April
2013.


PROCESS CONTROLS: Maker of Transmitters Seeks Ch.11 Protection
--------------------------------------------------------------
Jacob Kirn, writing for St. Louis Business Journal, reports that
Process Controls International Inc., a manufacturer of
transmitters and other equipment for a variety of industries,
filed for Chapter 11 bankruptcy Aug. 9 with the U.S. Bankruptcy
Court in St. Louis, listing between $1 million and $10 million in
debts, and between $500,000 and $1 million in assets.

According to the report, Automation Service, a division of Process
Controls, in December lost a lawsuit brought against it by Fisher
Controls International LLC, a subsidiary of Emerson Electric's
Emerson Process Management, and was ordered to pay more than $5.4
million.  In the lawsuit, Fisher Controls alleged Automation
Service stole its design drawings and sold Fisher's remanufactured
parts, which were improperly labeled, according to court records.
A jury sided with Fisher Controls.  On Aug. 7 Emerson sought to
collect its judgment, and asked that all "goods and chattels, land
and tenements" of Process Controls be garnished to pay the debt,
according to court documents.

St. Louis Business Journal says company president Roderick Barnett
did not immediately return a call seeking comment.


PROSPECT MEDICAL: Moody's Alters Outlook to Stable & Keeps B2 CFR
-----------------------------------------------------------------
Moody's Investors Service changed the rating outlook for Prospect
Medical Holdings, Inc. to stable from negative.  Moody's also
affirmed the existing ratings of Prospect, including the B2
Corporate Family Rating and B2-PD Probability of Default Rating.

The change in the rating outlook reflects Moody's expectation that
the company's leverage will remain within the range of 4.5 to 5.0
times and that the company will remain disciplined in the use of
additional debt for shareholder initiatives following
distributions in both the quarter ended June 30, 2012 and December
31, 2012.

Ratings affirmed/LGD assessments revised:

  8.375% senior secured notes due 2019 at B2 (LGD 3, 50%) from B2
  (LGD 4, 51%)

  Corporate Family Rating at B2

  Probability of Default Rating at B2-PD

The rating outlook was changed to stable from negative.

Ratings Rationale:

Prospect's B2 Corporate Family Rating reflects Moody's expectation
that the company will operate with considerable financial leverage
following an aggressive debt financed return of capital to
shareholders. Moody's also expects the company to actively pursue
acquisitions to add scale and diversification. However, Moody's
still anticipates that the company will have a relatively small
revenue base when compared to other rated for-profit hospital
operators. Additionally, Prospect's operations will continue to be
dominated by its concentration in Southern California and its
reliance on the California Medicaid program as a source of
revenue. The ratings also reflect Moody's expectation that the
company will continue to see improvement in operating results at
its existing and recently acquired facilities.

The stable rating outlook reflects Moody's expectation that
Prospect should see modest improvement in credit metrics as it
realizes improvement at recently added facilities. The company has
little opportunity to accelerate that pace as there is no pre-
payable debt in the capital structure. Moody's also anticipates
that the company will take a more measured approach to shareholder
initiatives and expects that available cash flow will be used for
acquisitions in order to increase scale and further diversify
geographically.

Given the company's relatively modest scale and high level of
concentration, Moody's could upgrade the ratings if debt to EBITDA
was expected to approach and be sustained around 4.0 times.
However, Moody's could also upgrade the rating if there is
evidence that Prospect can grow its revenue base and diversify
away from its reliance on the Southern California market and
dependence on the California Medicaid program while maintaining
conservative leverage metrics. Moody's would also have to see
evidence of a more conservative financial policy with respect to
increases in leverage for shareholder initiatives.

A meaningful increase in leverage, either from a debt financed
acquisition or shareholder initiatives that is expected to result
in debt to EBITDA sustained above 5.0 times could result in a
downgrade of the ratings. Moody's could also downgrade the rating
if liquidity weakens or free cash flow is expected to be negative
for a sustained period.

The principal methodology used in this rating was the Global
Healthcare Service Providers published in December 2011. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Prospect Medical Holdings, Inc. owns and operates five hospitals
in the greater Los Angeles, California area and three in Texas.
Prospect also manages the provision of healthcare services for HMO
enrollees in Southern California through its network of specialist
and primary care physicians. Prospect recognized revenue of
approximately $749 million in the twelve months ended March 31,
2013.


PULSE ELECTRONICS: Incurs $5.2 Million Net Loss in 2nd Quarter
--------------------------------------------------------------
Pulse Electronics Corporation reported a net loss of $5.22 million
on $88.25 million of net sales for the three months ended June 28,
2013, as compared with a net loss of $6.49 million on $100.38
million of net sales for the three months ended June 29, 2012.

For the six months ended June 28, 2013, the Company incurred a net
loss of $12.35 million on $173.06 million of net sales, as
compared with a net loss of $10.79 million on $194.51 million of
net sales for the six months ended June 29, 2012.

As of June 28, 2013, the Company had $179.30 million in total
assets, $219.24 million in total liabilities and a $39.94 million
total deficit.

"We were pleased that this quarter's results were a continuation
of our trend of improving operational performance despite a muted
demand environment," said Pulse Chairman and Chief Executive
Officer Ralph Faison.  "We exceeded our non-GAAP operating profit
guidance on revenue that was within our guidance range.  We have
been largely successful in stabilizing gross margin even though
labor costs continue to rise, and with good control over operating
expenses our non-GAAP operating profit margin maintained its
upward trajectory.  We are also pleased that our ongoing
improvements in operating efficiency and commitment to improved
customer service and satisfaction have allowed us to reduce
product lead times to four to five weeks, half that of typical
industry lead times."

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

                        http://is.gd/NkYUhc

                       About Pulse Electronics

San Diego, California-based Pulse Electronics Corporation --
http://www.pulseelectronics.com/-- is a global producer of
precision-engineered electronic components and modules, operating
in three business segments: Network product group; Power product
group; and Wireless product group.  As of Dec. 28, 2012, Pulse had
$188 million in total assets.


QUALITY DISTRIBUTION: Had $31.1 Million Net Loss in 2nd Quarter
---------------------------------------------------------------
Quality Distribution, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $31.14 million on $239.29 million of total operating
revenues for the three months ended June 30, 2013, as compared
with net income of $28.80 million on $212.73 million of total
operating revenues for the same period during the prior year.

For the six months ended June 30, 2013, the Company incurred a net
loss of $22 million on $468.71 million of total operating
revenues, as compared with net income of $35.50 million on $404.64
million of total operating revenues for the same period a year
ago.

Quality Distribution reported net income of $50.07 million for the
year ended Dec. 31, 2012, as compared with net income of $23.43
million in 2011.

As of June 30, 2013, the Company had $474.39 million in total
assets, $516.44 million in total liabilities and a $42.04 million
total shareholders' deficit.

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

                        http://is.gd/W19X6z

Quality Distribution launched a public secondary offering of its
common stock.  Certain stockholders of Quality, including funds
affiliated with Apollo Global Management, LLC, are offering for
sale to the public 4,269,741 shares of Quality's common stock
owned by them.  The Selling Stockholders will grant to the
underwriters of the secondary offering an option to purchase up to
426,974 shares of additional common stock.  Quality will not
receive any proceeds from the sale of the shares by the Selling
Stockholders in this offering.

The offering will be made under Quality's registration statement
on Form S-3 filed with the Securities and Exchange Commission.
BofA Merrill Lynch, Goldman, Sachs & Co. and J.P. Morgan
Securities LLC are acting as joint bookrunning managers for the
offering.  The co-managers for the offering are SunTrust Robinson
Humphrey, Inc., BB&T Capital Markets, RBC Capital Markets, LLC and
Avondale Partners, LLC.

                     About Quality Distribution

Quality Distribution, LLC, and its parent holding company, Quality
Distribution, Inc., are headquartered in Tampa, Florida.  The
company is a transporter of bulk liquid and dry bulk chemicals.
The company's 2010 revenues are approximately $686 million.
Apollo Management, L.P., owns roughly 30% of the common stock of
Quality Distribution, Inc.

                        Bankruptcy Warning

According to the Company's annual report for the period ended
Dec. 31, 2012, the Company had consolidated indebtedness and
capital lease obligations, including current maturities, of $418.8
million as of Dec. 31, 2012.  The Company must make regular
payments under the ABL Facility and its capital leases and semi-
annual interest payments under its 2018 Notes.

The Company's 2018 Notes issued in the quarter ended Dec. 31,
2010, carry high fixed rates of interest.  In addition, interest
on amounts borrowed under the Company's ABL Facility is variable
and will increase as market rates of interest increase.  The
Company does not presently hedge against the risk of rising
interest rates.  The Company's higher interest expense may reduce
its future profitability.  The Company's future higher interest
expense and future redemption obligations could have other
important consequences with respect to the Company's ability to
manage its business successfully, including the following:

   * it may make it more difficult for the Company to satisfy its
     obligations for its indebtedness, and any failure to comply
     with these obligations could result in an event of default;

   * it will reduce the availability of the Company's cash flow to
     fund working capital, capital expenditures and other business
     activities;

   * it increases the Company's vulnerability to adverse economic
     and industry conditions;

   * it limits the Company's flexibility in planning for, or
     reacting to, changes in the Company's business and the
     industry in which the Company operates;

   * it may make the Company more vulnerable to further downturns
     in its business or the economy; and

   * it limits the Company's ability to exploit business
     opportunities.

The ABL Facility matures August 2016.  However, the maturity date
of the ABL Facility may be accelerated if the Company defaults on
its obligations.

"If the maturity of the ABL Facility and/or such other debt is
accelerated, we may not have sufficient cash on hand to repay the
ABL Facility and/or such other debt or be able to refinance the
ABL Facility and/or such other debt on acceptable terms, or at
all.  The failure to repay or refinance the ABL Facility and/or
such other debt at maturity would have a material adverse effect
on our business and financial condition, would cause substantial
liquidity problems and may result in the bankruptcy of us and/or
our subsidiaries.  Any actual or potential bankruptcy or liquidity
crisis may materially harm our relationships with our customers,
suppliers and independent affiliates."

                           *    *     *

As reported in the TCR on June 28, 2013, Moody's Investors Service
upgraded Quality Distribution, LLC's Corporate Family Rating to B2
from B3 and Probability of Default Rating to B2-PD from B3-PD.

The upgrade of Quality's CFR to B2 was largely driven by the
expectation that credit metrics will improve over the next twelve
to eighteen months, through a combination of EBITDA growth and
debt paydowns, to levels consistent with the B2 rating level.  The
company is in the process of integrating the bolt-on acquisitions
made in its Energy Logistics business sector since 2011.


QUANTUM FUEL: Issues 751,780 Common Shares to Crede
---------------------------------------------------
Crede CG III, Ltd., a wholly-owned subsidiary of Crede Capital
Group, LLC, provided the Company with notice on August 2 that it
was exercising 100 percent of its warrant on a cashless basis.
The Company settled the cashless exercise pursuant to the terms of
an Exchange Right under the warrant by issuing to Crede 751,780
registered shares of common stock.

As a result of Crede's warrant exercise, the Company has no
further obligation to issue additional shares to Crede under any
circumstances, including (i) any shares associated with contingent
additional warrants that would have been applicable if the Company
was unable to remain listed on the Nasdaq Capital Market and (ii)
any additional shares that could have been required to satisfy the
Exchange Right if the Company's share price declined in the
future.

As a result of Crede's exercise of the Exchange Right under its
warrant and the elimination of all contingencies associated with
the Crede warrant, an anti-dilution price reset provision
contained in certain other warrants issued by the Company on
October 27, 2006, was triggered.  Accordingly, the exercise price
for the October 2006 Warrants was reset from $2.02 to $1.51 and
the number of shares underlying the October 2006 Warrants
increased from 1,400,720 to 1,868,613.

                         About Quantum Fuel

Lake Forest, Cal.-based Quantum Fuel Systems Technologies
Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced
vehicle propulsion systems, fuel storage technologies, and
alternative fuel vehicles.  Quantum's portfolio of technologies
includes electronic and software controls, hybrid electric drive
systems, natural gas and hydrogen storage and metering systems and
other alternative fuel technologies and solutions that enable fuel
efficient, low emission, natural gas, hybrid, plug-in hybrid
electric and fuel cell vehicles.

Quantum Fuel disclosed a net loss attributable to stockholders of
$30.91 million in 2012 and a net loss attributable to common
stockholders of $38.49 million in 2011.  The Company's balance
sheet at March 31, 2013, showed $58.40 million in total assets,
$49.77 million in total liabilities and $8.62 million in total
stockholders' equity.

Haskell & White LLP, in Irvine, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company does not have sufficient existing sources of
liquidity to operate its business and service its debt obligations
for a period of at least twelve months.  These conditions, along
with the Company's working capital deficit and recurring operating
losses, raise substantial doubt about the Company's ability to
continue as a going concern.


QUATERRA RESOURCES: NYSE MKT Accepts Listing Compliance Plan
------------------------------------------------------------
Quaterra Resources Inc. would like to provide an update to
shareholders regarding initiatives that have recently been
undertaken.

Several of these initiatives have been acted upon immediately and
publicly released, including the receipt of a non-dilutive cash
infusion of USD$1,000,000 as announced on August 1, 2013.
Additional initiatives have since been announced and the Company
will continue its aggressive cost-cutting measures, divestiture of
non-core assets and focus on the core assets of the Company.

On August 2, 2013 the NYSE MKT notified the Company that it
accepted the Company's plan of compliance and granted the Company
an extension until October 31, 2013 to regain compliance with the
continued listing standards.

"We are pleased with NYSE's extension of time granted to Quaterra
to implement our plans to retain our listing on the NYSE Exchange.
The plan submitted to the Exchange is consistent with our strategy
to streamline Operations, lower costs, monetize non-core assets,
and focus on the Yerington Copper Project," said President and CEO
Steven Dischler.

The Company previously announced it had received notice on June 6,
2013 from the Exchange citing the Company was below certain of the
Exchanges continued listing standards as set forth in Part 10 of
the NYSE MKT Company Guide.  The Company submitted a plan of
compliance to the Exchange on July 8, 2013 which focused on
establishing financial stability in order to meet compliance with
the Exchange.  The plan includes a number of key initiatives to be
implemented in the immediate term.  As outlined above, several of
these initiatives have been acted upon and several are ongoing.

The Company will be subject to periodic review by Exchange Staff
during the extension period.  Failure to make progress consistent
with the plan or to regain compliance with the continued listing
standards by the end of the extension period could result in the
Company being delisted from the NYSE MKT.

This review by the Exchange does not impact the Company's listing
on the TSX Venture Exchange and its common shares will continue to
be listed and traded on the TSX-V, subject to compliance with
continued listing standards.

Headquartered in Vancouver, Canada, Quaterra Resources Inc.
(nyse mkt:QMM) -- http://www.quaterra.com-- is a junior
exploration company focused on making significant mineral
discoveries in North America.  The Company uses in-house expertise
and its network of consultants, prospectors and industry contacts
to identify acquire and evaluate prospects in mining-friendly
jurisdictions with the potential to host large and/or high-grade
base and precious metal deposits.


QUICKSILVER RESOURCES: NGTL Terminates Komie North Project
----------------------------------------------------------
Quicksilver Resources Canada Inc., a subsidiary of Quicksilver
Resources Inc., received written notice from NOVA Gas Transmission
Ltd. terminating the Project and Expenditure Authorization, dated
as of April 6, 2011, between QRCI and NGTL, which authorized NGTL
to construct a 75-mile pipeline connecting NGTL's Alberta system
to a meter station to be constructed on QRCI's acreage in the Horn
River Basin in British Columbia and a related meter station.  NGTL
delivered the termination notice because it did not receive the
certificate of public convenience and necessity required to
develop the Komie North Project as contemplated in the PEA.

The PEA required QRCI to construct a treatment facility and
provide financial guarantees to cover NGTL's costs for the Komie
North Project.  QRCI has provided C$14 million in letters of
credit to support this obligation.  NGTL has indicated that it
would release the letters of credit in connection with the payment
by QRCI of costs incurred by NGTL, which are estimated to be
approximately $12.8 million.

The Commitment Letter, dated as of April 6, 2011, between QRCI and
NGTL, as amended, pursuant to which QRCI had agreed to deliver gas
to the Komie North Project from its properties in the Horn River
Basin, also terminated, in accordance with its terms, upon
termination of the PEA.

QRCI maintains its ability to sell gas at the Station 2 and AECO
hubs, as its current production is served by existing treating
facilities and pipelines.

                         About Quicksilver

Quicksilver Resources Inc. is an exploration and production
company engaged in the development and production of long-lived
natural gas and oil properties onshore North America.  Based in
Fort Worth, Texas, the company is widely recognized as a leader in
the development and production from unconventional reservoirs
including shale gas, and coal bed methane.  Following more than 30
years of operating as a private company, Quicksilver became public
in 1999 and is listed on the New York Stock Exchange under the
ticker symbol KWK.  The company has U.S. offices in Fort Worth,
Texas; Glen Rose, Texas; Steamboat Springs, Colorado; Craig,
Colorado and Cut Bank, Montana.  The Company's Canadian
subsidiary, Quicksilver Resources Canada Inc., is headquartered in
Calgary, Alberta.

                           *     *     *

As reported by the TCR on June 17, 2013, Moody's Investors Service
downgraded Quicksilver Resources Inc.'s Corporate Family Rating to
Caa1 from B3.  "This rating action is reflective of Quicksilver's
revised recapitalization plan," stated Michael Somogyi, Moody's
Vice President and Senior Analyst.  "Quicksilver's inability to
complete its recapitalization plan as proposed elevates near-term
refinancing risk given its weak operating profile and raises
concerns over the sustainability of the company's capital
structure."

In the June 27, 2013, edition of the TCR, Standard & Poor's
Ratings Services said it lowered its corporate credit rating on
Fort Worth, Texas-based Quicksilver Resources Inc. to 'CCC+' from
'B-'.  "We lowered our corporate credit rating on Quicksilver
Resources because we do not believe the company will be able to
remedy its unsustainable leverage," said Standard & Poor's credit
analyst Carin Dehne-Kiley.


QUICKSILVER RESOURCES: Posts $242.5MM Net Income in 2nd Quarter
---------------------------------------------------------------
Quicksilver Resources Inc. reported net income of $242.52 million
on $175.49 million of total revenue for the three months ended
June 30, 2013, as compared with a net loss of $802.02 million on
$194.01 million of total revenue for the same period during the
prior year.

For the six months ended June 30, 2013, the Company posted net
income of $182.81 million on $294.20 million of total revenue, as
compared with a net loss of $1.01 billion on $366.88 million of
total revenue for the same period a year ago.

As of June 30, 2013, the Company had $1.39 billion in total
assets, $2.36 billion in total liabilities and a $968.49 million
in total stockholders' deficit.

"Quicksilver's primary goal is to improve our balance sheet by
completing transactions that highlight the value of our asset
base," said Glenn Darden, Quicksilver's chief executive officer.
"In the last several months, we have made significant progress on
this goal.  We've sold assets for excellent value, brought in
strong, long-term partners and secured financial flexibility
through amending the company's credit facility and refinancing
bond debt.  We will continue to execute our plan and clearly
recognize that performance is the measure that really counts."

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

                        http://is.gd/Sa7BzF

                          About Quicksilver

Quicksilver Resources Inc. is an exploration and production
company engaged in the development and production of long-lived
natural gas and oil properties onshore North America.  Based in
Fort Worth, Texas, the company is widely recognized as a leader in
the development and production from unconventional reservoirs
including shale gas, and coal bed methane.  Following more than 30
years of operating as a private company, Quicksilver became public
in 1999 and is listed on the New York Stock Exchange under the
ticker symbol KWK.  The company has U.S. offices in Fort Worth,
Texas; Glen Rose, Texas; Steamboat Springs, Colorado; Craig,
Colorado and Cut Bank, Montana.  The Company's Canadian
subsidiary, Quicksilver Resources Canada Inc., is headquartered in
Calgary, Alberta.

                           *     *     *

As reported by the TCR on June 17, 2013, Moody's Investors Service
downgraded Quicksilver Resources Inc.'s Corporate Family Rating to
Caa1 from B3.  "This rating action is reflective of Quicksilver's
revised recapitalization plan," stated Michael Somogyi, Moody's
Vice President and Senior Analyst.  "Quicksilver's inability to
complete its recapitalization plan as proposed elevates near-term
refinancing risk given its weak operating profile and raises
concerns over the sustainability of the company's capital
structure."

In the June 27, 2013, edition of the TCR, Standard & Poor's
Ratings Services said it lowered its corporate credit rating on
Fort Worth, Texas-based Quicksilver Resources Inc. to 'CCC+' from
'B-'.  "We lowered our corporate credit rating on Quicksilver
Resources because we do not believe the company will be able to
remedy its unsustainable leverage," said Standard & Poor's credit
analyst Carin Dehne-Kiley.


R.K. BEST INC: UCB Best Inn May Pursue Foreclosure Suit
-------------------------------------------------------
Secured creditor UCB Best Inn, LLC, Successor-in-Interest to
United Security Bank, won relief from the automatic stay to pursue
a pending foreclosure against R.K. Best, Inc.'s only assets, a 61-
unit hotel complex and the related furnishings, located in
Bakersfield, California.

In granting the creditor's request, Bankruptcy Judge W. Richard
Lee said, "the court is not persuaded that this Debtor can
probably reorganize and confirm a chapter 11 plan based on the
strength of its own resources.  The Debtor now acknowledges that
reorganization of the Hotel will require the massive personal and
financial intervention of a third party, Govind Vaghashia.
However, the Debtor currently does not have a viable chapter 11
plan, the only plan on file at the time of the evidentiary hearing
having been materially amended twice during the course of the
evidentiary hearing, and the subsequent Proposed Plan being
incomplete and unsupported by evidence of its 'probable'
feasibility. Mr. Vaghashia's ability to both underwrite a
successful chapter 11 plan and rebuild this Debtor into a
profitable operation within a reasonable time is, at this point,
purely speculative. Clearly, cause exists to terminate the
automatic stay and the Debtor has not sustained its burden to
establish that an effective reorganization is probable within a
reasonable period of time."

The automatic stay will be terminated as it applies to Best Inn's
right to exercise its remedies against the Hotel under applicable
nonbankruptcy law.

The Debtor's only scheduled assets and source of income is the
Hotel, which is valued at $700,000, and personal property
incidental thereto valued at $18,000.  The only secured creditors
listed on Schedule D are Best Inn -- with a scheduled claim in the
amount of $1.55 million -- and the Kern County Treasure who is in
charged with collecting the Hotel's real and personal taxes -- in
the scheduled amount of $44,000.

Schedule E lists priority tax claims owed to the IRS and the
Franchise Tax Board in an aggregate amount less than $3,000.  The
scheduled unsecured claims total approximately $238,000, 88% of
which appears to arise from "loans" made in 2010 by individuals,
presumably friends and family of the Debtor's principal.

A copy of the Court's August 6, 2013 Memorandum Decision is
available at http://is.gd/QspBL0from Leagle.com.

R.K. Best, Inc., filed for Chapter 11 bankruptcy (Bankr. E.D.
Calif. Case No. 13-13229) on May 2, 2013, one day before a
scheduled foreclosure of liens held by UCB Best Inn, LLC,
Successor-in-Interest to United Security Bank, secured creditor.
The Debtor is represented by Richard Gibson, Esq., at Gibson Law
PC, as counsel.

UCB Best Inn, LLC, Successor-in-Interest to United Security Bank,
Secured Creditor, is represented by Marc Forsythe, Esq. --
mforsythe@goeforlaw.com -- at Goe & Forsythe, LLP.


RBS GLOBAL: Moody's Rates $1.9-Bil. Term Loan B2; Affirms B2 CFR
----------------------------------------------------------------
Moody's Investors Service assigned a B2 Rating to RBS Global,
Inc.'s new $1.9 billion first Lien Term Loan and affirmed the B2
Corporate Family and B2-PD Probability of Default ratings.
Additionally, Moody's downgraded RBS' $265 million revolving
credit facility to B2 from Ba2, and RBS' $2.0 million 8.875%
Senior Notes due 2016 to Caa1 from B3. Proceeds from the $1.9
billion First Lien Term Loan will go towards refinancing the
$1.145 billion outstanding on the company's 8.5% Senior Notes due
2018 and repay the balance of $786 million on its existing secured
Term Loan. The stable rating outlook reflects the anticipation
that RBS, as an industrial company comprised of two segments,
Process and Motion Control and Water Management, with LTM sales as
of March 31, 2013 of approximately $2.0 billion, will continue to
maintain its margins and credit metrics within levels consistent
with the current rating.

Ratings Rationale:

The B2 corporate family rating continues to reflect the company's
high leverage which for 2014 is anticipated to be around 5 times
on a Moody's adjusted basis, as well as a challenging European
economic environment that affects approximately a fifth of the
company's annual revenue. The company's Water Management segment
is correlated with construction, non-residential construction, and
municipal expenditures which are in the midst of an uneven
recovery. Additionally, the rating reflects the Process & Motion
Control segment's concentration within the general industrial
sector, a market with modest growth expectations over the near
term. The ratings are supported by the company's track record of
strong free cash flow generation, very good liquidity, and
expectation for additional deleveraging in fiscal 2014.

The B2 rating on the company's proposed $1.9 billion term loan, at
the CFR level, reflects the high proportion of first lien debt in
the capital structure pro forma for the refinancing after the
company's $1.1 billion 8.5% senior unsecured notes. Similarly, the
ratings downgrade of the company's first lien revolver to B2 from
Ba2 reflects the view that with the elimination of the senior
notes the amount of debt that is in a first loss position before
the first lien will be relatively small. Moody's notes that the
ratings may change if the terms, conditions, or use of proceeds
differs from that which is anticipated by Moody's.

Issuer: RBS Global, Inc.

Affirmations:

Corporate Family Rating: B2

Probability of Default Rating: B2-PD

Speculative Grade Liquidity Rating: SGL-1

Assignments:

$1.9 Billion 1st Lien Term Loan: B2 LGD 3 45%

Downgrades:

$265 Million Senior Secured Revolving Credit Facility: B2 LGD 3
45% from Ba2 LGD 2 17%

$2 Million Senior Notes due 2016: Caa1 LGD6 93% from B3 LGD 5 73%

Withdrawals:

$786 Million 1st Lien Term Loan: Ba2 LGD 2 17%

$1.145 Billion 8.5% Senior Notes due 2018: B3 LGD5 73%

The ratings on the $786 million 1st Lien Term Loan will be
withdrawn upon their being successfully refinanced.

The rating outlook is Stable.

A significant decline in revenue, a weakening of its operating
margin, or a large debt financed transaction that leads to
weakening credit metrics could pressure the outlook or the
ratings. If Debt to EBITDA is anticipated to exceed 6.0x on a
Moody's adjusted basis, the ratings could be downgraded.

The ratings could be upgraded if the company substantially
improves its financial metrics through sustained operating income
growth or further debt repayments from operating cash flow or
equity offerings. Sustained Debt to EBITDA below 4.0x, Free Cash
Flow to Debt above 8.0% and EBIT to Interest above 2.0x would
support positive ratings traction.

The principal methodology used in this rating was the Global
Manufacturing Industry Methodology published in December 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.

RBS is a multi-platform industrial company headquartered in
Milwaukee, Wisconsin. The company operates across two platforms:
Process & Motion Control, and Water Management. As of March 31,
2013, the company had approximately 7,300 employees and generated
LTM sales of approximately $2.0 billion.


REALOGY CORP: Amends Q2 Form 10-Q for Typographical Error
---------------------------------------------------------
Realogy Holdings Corp. and Realogy Group LLC has amended their
quarterly report on Form 10-Q for the period ended June 30, 2013,
originally filed with the Securities and Exchange Commission on
Aug. 2, 2013, solely to include correct certifications.  As a
result of the typographical error, the Section 1350 Certifications
attached as Exhibit 32.1 and Exhibit 32.2 to the Original Filing
included an incorrect date.  A copy of the Amended Form 10-Q is
available at http://is.gd/Qncnu6

                        About Realogy Corp.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
around 15,000 offices and 270,000 sales associates doing business
in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

Realogy Holdings Corp. and Realogy Group LLC reported a net loss
attributable to the Companies of $543 million on $4.67 billion of
net revenues for the year ended Dec. 31, 2012.  Realogy Holdings
and Realogy Group incurred a net loss of $441 million on $4.09
billion of net revenues in 2011, following a net loss of $99
million on $4.09 billion of net revenues for 2010.

As of June 30, 2013, the Company had $7.29 billion in total
assets, $5.75 billion in total liabilities and $1.54 billion in
total equity.

                        Bankruptcy Warning

"Our ability to make scheduled payments or to refinance our debt
obligations depends on our financial and operating performance,
which is subject to prevailing economic and competitive conditions
and to certain financial, business and other factors beyond our
control.  We cannot assure you that we will maintain a level of
cash flows from operating activities and from drawings on our
revolving credit facilities sufficient to permit us to pay the
principal, premium, if any, and interest on our indebtedness or
meet our operating expenses.

If our cash flows and capital resources are insufficient to fund
our debt service obligations, we may be forced to reduce or delay
capital expenditures, sell assets or operations, seek additional
debt or equity capital or restructure or refinance our
indebtedness.  We cannot assure you that we would be able to take
any of these actions, that these actions would be successful and
permit us to meet our scheduled debt service obligations or that
these actions would be permitted under the terms of our existing
or future debt agreements.

If we cannot make scheduled payments on our debt, we will be in
default and, as a result:

   * our debt holders could declare all outstanding principal and
     interest to be due and payable;

   * the lenders under our senior secured credit facility could
     terminate their commitments to lend us money and foreclose
     against the assets securing their borrowings; and

   * we could be forced into bankruptcy or liquidation," the
     Company said in its annual report for the period ended
     Dec. 31, 2012.

                           *     *     *

In the Aug. 1, 2013, edition of the TCR, Moody's Investors Service
upgraded the corporate family rating of Realogy Group to to B2
from B3.  The upgrade to B2 CFR is driven by expectations for
ongoing strong financial performance, supported by Realogy's
recently-concluded debt and equity financing activities and a
continuing recovery in the US existing home sale market.

As reported by the TCR on Feb. 18, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on Realogy Corp. to
'B+' from 'B'.

"The one notch upgrade in the corporate credit rating to 'B+'
reflects an increase in our expectation for operating performance
at Realogy in 2013, and S&P's expectation that total lease
adjusted debt to EBITDA will improve to the low-6x area and funds
from operations (FFO) to total adjusted debt will be improve to
the high-single-digits percentage area in 2013, mostly due to
EBITDA growth in the low- to mid-teens percentage area in 2013,"
S&P said.


REVSTONE INDUSTRIES: Aug. 22 Hearing on Plan Disclosure Statement
-----------------------------------------------------------------
The Bankruptcy Court will convene a hearing on Aug. 22, 2013, at
11 a.m., to consider the adequacy of the disclosure statement
explaining Revstone Industries, LLC's Plan of Reorganization dated
July 22, 2013.  Objections, if any, are due Aug. 9.

The Plan applies solely as to Debtor Revstone Industries, LLC, and
does not involve or effect Spara, Greenwood or US Tool.

According to the Disclosure Statement, the Plan effectuates a
reorganization of Revstone.  Under the Plan, the Debtor will be
revested with all of its assets, including interests in various
non-debtor subsidiaries, and such assets either will be liquidated
or retained for the benefit of creditors under the supervision of
the chief restructuring officer.  It is expected that the Debtor's
principal secured creditor, Wells Fargo Capital Finance, LLC,
which asserts a lien upon the Debtor's membership interests in
Revstone Transportation, LLC and certain other assets of non-
Debtor affiliates, will be paid in full on or before the Effective
Date from the proceeds of the disposition of certain assets of the
direct and indirect subsidiaries of Revstone Transportation, LLC.

Under the Plan, all holders of allowed administrative expenses and
allowed priority claims against the Debtor will be paid in full on
the Effective Date out of cash on hand.  Holders of allowed non-
priority general unsecured claims, including intercompany claims,
will receive their respective pro rata share of available net
proceeds of the Debtor's assets after the Effective Date.  All
membership interests in the Debtor, and any associated management
rights held by interest holders, will be suspended pending full
payment on account of all creditors' allowed claims.

On and after the Effective Date, subject to the requirements of
the Plan, the Reorganized Debtor will continue to exist as a
separate limited liability company and will retain all of the
powers of limited liability companies under applicable non-
bankruptcy law, and without prejudice to any right to amend its
operating agreement, dissolve, merge or convert into another
form of business entity, or to alter or terminate its existence.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/REVSTONE_INDUSTRIES_ds.pdf

                 About Revstone Industries et al.

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP represents Revstone.  In its petition, Revstone
estimated under $50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and
$1 million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.

Metavation, also known as Hillsdale Automotive, LLC, joined parent
Revstone in Chapter 11 on July 22, 2013 (Bankr. D. Del. Case No.
13-11831) to sell the bulk of its assets to industry rival Dayco
for $25 million, absent higher and better offers.

Metavation has tapped Pachulski as its counsel.  Pachulski also
serves as counsel to Revstone and Spara.  Metavation also has
tapped McDonald Hopkins PLC as special counsel, and Rust
Consulting/Omni Bankruptcy as claims agent and to provide
administrative services.

Mark L. Desgrosseilliers, Esq., at Womble Carlyle Sandridge &
Rice, LLP represents the Official Committee of Unsecured Creditors
in Revstone's case.


REVSTONE INDUSTRIES: U.S. Trustee Balks at Sale of All Assets
-------------------------------------------------------------
The Bankruptcy Court authorized Metavation, LLC and Revstone
Industries, LLC to file under seal a motion for entry of interim
and final orders approving an automotive sale transactions support
agreement.

On July 23, 2013, Metavation, LLC, asked for entry of an order (a)
approving bid procedures and certain overbid protections
(including a break-up fee and certain expense reimbursements) in
connection with the sale of substantially all of the Debtor's
operating assets, well as certain assets of a non-debtor affiliate
which seeks approval of the sale of substantially all of the
Debtor's operating assets to (i) Dayco Products, LLC and Dayco
Products S.A. de C.V. (the stalking horse bidder pursuant to that
certain asset purchase agreement between the Debtor and Eptec S.A.
de C.V. (the Mexico Seller), a non-Debtor affiliate, on the one
hand, and the stalking horse bidder on the other hand, with non-
debtor entities Revstone Transportation, LLC, Metavation Vassar,
LLC and Resource Technology Group.

The Debtor also requested that the Court schedule a sale hearing
no later than 15 days after the entry of an order on the bidding
procedures motion in order to allow timely entry of the sale order
and for completion of the closing transactions, and that
objections, if any, to the sale motion be filed no later than
4 p.m. within three business days of the sale hearing.

A copy of bid procedures is available for free at
http://bankrupt.com/misc/REVSTONINDUSTRIES_sale.pdf

                     Objections to Sale Motion

Roberta A. Deangelis, U.S. Trustee for Region 3, has asked the
Court to deny Metavation's motion for (i) approval of the bid
procedures to govern the sale of substantially all of the Debtor's
operating assets; and (ii) approval of payment of a break-up fee
and expense reimbursement.  The U.S. Trustee stated that the
motion fails to allow meaningful participation by all interested
parties in a court-sanctioned sale process and that the motion
also required a sale order entered by Aug. 23, 2013.

The Official Committee of Unsecured Creditors also objected to the
sale.  The Unsecured Creditors Committee said a committee of
bondholders of the parent company, Grand Union Capital
Corporation, lacked standing to appear in the Subsidiary Debtor's
case because the bondholders' committee was not a party-in-
interest in the case.

The Committee also asked that the Court deny approval of the bid
procedures unless modified to, among other things, permit the
creditors committee from all prospects of the bid procedures.

Mark L. Desgrosseilliers, Esq., at Womble Carlyle Sandridge &
Rice, LLP represents the Committee.

                 About Revstone Industries et al.

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP represents Revstone.  In its petition, Revstone
estimated under $50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and
$1 million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.

Metavation, also known as Hillsdale Automotive, LLC, joined parent
Revstone in Chapter 11 on July 22, 2013 (Bankr. D. Del. Case No.
13-11831) to sell the bulk of its assets to industry rival Dayco
for $25 million, absent higher and better offers.

Metavation has tapped Pachulski as its counsel.  Pachulski also
serves as counsel to Revstone and Spara.  Metavation also has
tapped McDonald Hopkins PLC as special counsel, and Rust
Consulting/Omni Bankruptcy as claims agent and to provide
administrative services.

Mark L. Desgrosseilliers, Esq., at Womble Carlyle Sandridge &
Rice, LLP represents the Official Committee of Unsecured Creditors
in Revstone's case.


REVSTONE INDUSTRIES: Wants Until Oct. 31 to File Chapter 11 Plan
----------------------------------------------------------------
Revstone Industries, LLC, et al., ask the U.S. Bankruptcy Court
for the District of Delaware to extend their exclusive periods to
file a chapter 11 plan until Oct. 31, 2013, and solicit
acceptances for that plan until Dec. 31.

The Debtors seek exclusivity extensions as to all parties, except
for the Official Committee of Unsecured Creditors for the Chapter
11 case of Revstone.

The Debtors relate that a previous extension order provided that
the extension of the exclusivity period as to the Revstone
Committee would immediately terminate in the event that the
Debtors breached any of the milestones, and failed to cure any
breach within the grace period after following receipt of a notice
from the Revstone Committee asserting the breach.  On June 19, the
exclusivity periods terminated as to the Revstone Committee.

On July 8, the Revstone Committee filed a Plan of Reorganization
for the Debtors.  An Aug. 21 hearing has been set for approval of
the Revstone Committee's Disclosure Statement.

On July 22, Revstone filed its own Plan of Reorganization.  The
Debtor has also scheduled a hearing on Aug. 21 to seek approval of
the Debtor's Disclosure Statement.

The Court will also consider the Debtors' extension request at the
Aug. 21 hearing at 11 a.m.  Objections, if any, are due Aug. 14,
at 4 p.m.

                 About Revstone Industries et al.

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP represents Revstone.  In its petition, Revstone
estimated under $50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and
$1 million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.

Metavation, also known as Hillsdale Automotive, LLC, joined parent
Revstone in Chapter 11 on July 22, 2013 (Bankr. D. Del. Case No.
13-11831) to sell the bulk of its assets to industry rival Dayco
for $25 million, absent higher and better offers.

Metavation has tapped Pachulski as its counsel.  Pachulski also
serves as counsel to Revstone and Spara.  Metavation also has
tapped McDonald Hopkins PLC as special counsel, and Rust
Consulting/Omni Bankruptcy as claims agent and to provide
administrative services.

Mark L. Desgrosseilliers, Esq., at Womble Carlyle Sandridge &
Rice, LLP, represents the Official Committee of Unsecured
Creditors in Revstone's case.


REXNORD LLC: S&P Rates New $2.2BB Secured Credit Facility 'B+'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B+'
issue-level and '3' recovery ratings to Rexnord LLC's proposed
$2.215 billion senior secured credit facility (composed of a $1.95
billion senior secured term loan due 2020 and a $265 million
revolving credit facility due 2017).

"We also affirmed the other ratings on the company, including the
'B+' corporate credit rating. The outlook is stable," S&P said.

"The corporate credit rating affirmation reflects our expectation
that Rexnord's credit measures will continue to improve to levels
appropriate for the rating in the next year," said Standard &
Poor's credit analyst Dan Picciotto.  These levels include
adjusted debt to EBITDA of about 5x and funds from operations
(FFO) to debt of 12% or more, versus about 5.5x and about 10%,
respectively, as of June 29, 2013. Rexnord intends to use proceeds
to retire its outstanding $1.145 billion 8.5% unsecured notes and
the debt outstanding under its existing term loan due 2018. The
ratings on the proposed senior secured credit facility are subject
to review of final terms.

The outlook is stable.

"We anticipate continued credit measure improvement despite mixed
conditions for Rexnord's segments," said Mr. Picciotto.

"We believe this will result in credit metrics commensurate with
the rating in the next year."  These levels include debt to EBITDA
of 5x and FFO to debt of more than 12%.

"We could raise the rating if we expect the company to sustain FFO
to total adjusted debt at 15%-20% and debt to EBITDA of about 4x
or less.  We would also look for further indications that the
majority owner and private equity firm Apollo Management L.P. and
its affiliates are likely to substantially reduce their investment
and influence on Rexnord.  We view the owner as having the
potential to pursue aggressive financial policies that may not be
consistent with a higher rating," S&P said.

"We could lower the rating if Rexnord's operating performance
deteriorates or if sizable debt-financed acquisitions cause its
credit measures to remain weak.  For instance, we could lower the
rating if debt to EBITDA deteriorates to 6x or more and we do not
expect the credit measures to recover within 12 months," S&P said.


RG STEEL: Sues BridgePlatforms to Seek Payment of $24,697
---------------------------------------------------------
RG Steel Wheeling, LLC on August 7 filed a complaint against
BridgePlatforms Inc., seeking payment of $24,697 for steel
products it purchased from the company.  The case is RG Steel
Wheeling LLC vs. BridgePlatforms Inc., U.S. Bankruptcy Court,
District of Delaware.

                          About RG Steel

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

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

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

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.  Conway MacKenzie, Inc., serves as the Debtors' financial
advisor and The Seaport Group serves as lead investment banker.
Donald MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

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

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

Kramer Levin Naftalis & Frankel LLP represents the Official
Committee of Unsecured Creditors.  Huron Consulting Services LLC
serves as the Committee's financial advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.  CJ Betters Enterprises Inc. paid
$16 million for the Ohio plant.


RIVERBANK REDEVELOPMENT: S&P Cuts LT Rating on 2007 Bonds to 'D'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'D' from 'CC' on Riverbank Redevelopment Agency, Calif.'s series
2007A (non-housing) and 2007B (housing) tax allocation bonds and
removed the rating from CreditWatch with negative implications,
where it had been placed on May 9, 2013.

"The rating action reflects our view of the successor agency to
the former redevelopment agency's payment on only the interest
portion of its debt service due on Aug. 1, 2013 for the bonds, and
its failure to pay the principal amount that was due," said
Standard & Poor's credit analyst Alda Mostofi.


ROSETTA GENOMICS: Shareholders OK All Proposals at Annual Meeting
---------------------------------------------------------------
Rosetta Genomics Ltd. held its 2013 annual general meeting of
shareholders on Aug. 5.

The shareholders:

   1. re-elected Mr. Roy N. Davis to serve as a Class III
      director of the Company until the annual general meeting of
      the Company's shareholders to be held in 2016 in accordance
      with the Company's Articles of Association;

   2. approved an update to the remuneration of the directors of
      the Company;

   3. re-elected Mr. Gerald Dogon to serve as external
      director of the Company for an additional period of three
      years beginning on the date of approval by the Annual
      Meeting;

   4. re-elected Ms. Tali Yaron-Eldar to serve as external
      director of the Company for an additional period of three
      years beginning on the date of approval by the Annual
      Meeting;

   5. approved remuneration for the external directors;

   6. approved a compensation policy for the Company's
      directors and officers, in accordance with the requirements
      of the Israeli Companies Law, 1999;

   7. approved an option grant to Mr. Ken Berlin, the chief
      executive officer of the Company;

   8. approved an increase of the Company's registered
     (authorized) share capital and the corresponding amendment to
      the Articles; and

   9. re-appointed Kost, Forer, Gabbay & Kasierer, a member
      firm of Ernst & Young Global, as the Company's independent
      registered public accounting firm for the fiscal year ending
      Dec. 31, 2013, and until the next annual general meeting,
      and to authorize the Board to determine the remuneration of
      KFGK in accordance with the volume and nature of their
      services, provided that remuneration is also approved by the
      Audit Committee of the Board of Directors.

                           About Rosetta

Based 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.

Rosetta Genomics disclosed a net loss of US$10.45 million on
US$201,000 of revenue for the year ended Dec. 31, 2012, as
compared with a net loss of US$8.83 million on US$103,000 of
revenue during the prior year.  The Company's balance sheet at
Dec. 31, 2012, showed US$32.53 million in total assets, US$1.63
million in total liabilities and US$30.90 million in total
shareholders' equity.

                        Bankruptcy Warning

In its annual report for the year ended Dec. 31, 2012, the Company
said:

"We will require substantial additional funding and expect to
augment our cash balance through financing transactions, including
the issuance of debt or equity securities and further strategic
collaborations.  On December 7, 2012, we filed a shelf
registration statement on Form F-3 with the SEC for the issuance
of ordinary shares, various series of debt securities and/or
warrants to purchase any of such securities, either individually
or in units, with a total value of up to $75 million, from time to
time at prices and on terms to be determined at the time of such
offerings.  The filing was declared effective on December 19,
2012.  However there can be no assurance that we will be able to
obtain adequate levels of additional funding on favorable terms,
if at all.  If adequate funds are not available, we may be
required to:

   * delay, reduce the scope of or eliminate certain research and
     development programs;

   * obtain funds through arrangements with collaborators or
     others on terms unfavorable to us or that may require us to
     relinquish rights to certain technologies or products that we
     might otherwise seek to develop or commercialize
     independently;

   * monetizing certain of our assets;

   * pursue merger or acquisition strategies; or

   * seek protection under the bankruptcy laws of Israel and the
     United States."


RURAL/METRO: Meeting to Form Creditors' Panel on Wednesday
----------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on Aug. 14, 2013 at 10:00 a.m. in
the bankruptcy case of Rural/Metro Corporation, et al.  The
meeting will be held at:

         DoubleTree Hotel Wilmington
         700 King Street, Salon C
         Wilmington, DE 19801

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.

Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

Headquartered in Scottsdale, Arizona, Rural/Metro Corporation --
http://www.ruralmetro.com-- is a national provider of 911-
emergency and non-emergency interfacility ambulance services and
private fire protection services, operating in 21 states and
nearly 700 communities.

Rural/Metro Corp. and 59 affiliates sought Chapter 11 protection
on Aug. 4, 2013, before the U.S. Bankruptcy Court for the District
of Delaware.

The Debtors' lead bankruptcy counsel are Matthew A. Feldman, Esq.,
Rachel C. Strickland, Esq., and Daniel Forman, Esq., at Willkie
Farr & Gallagher LLP, in New York.  Maris J. Kandestin, Esq., and
Edmon L. Morton, Esq., at Young, Conaway, Stargatt & Taylor, LLP,
in Wilmington, Delaware, serve as the Debtors' local Delaware
counsel.

Alvarez & Marsal Healthcare Industry Group, LLC, and FTI
Consulting, Inc., are the Debtors' financial advisors, while
Lazard Freres & Co. L.L.C. is their investment banker.  Donlin,
Recano & Company, Inc., is the Debtors' claims and noticing agent.


SANITARY & IMPROVEMENT DISTRICT 249: Files Chapter 9 Bankruptcy
---------------------------------------------------------------
Russell Hubbard, writing for The Omaha World-Herald, reports that
Sanitary and Improvement District 249 in Sarpy County, Omaha,
filed for Chapter 9 bankruptcy last week in U.S. Bankruptcy Court
in Omaha, Nebraska, citing debts of about $5 million as of June
2011 from selling bonds and warrants; and cash and receivables of
about $470,000 as of June 2011.  The bonds and warrants were sold
to investors to pay for the streets, sewers, electric lines and
other utilities in SID 249's part of Savanna Shores; the investors
expect to be repaid from the taxes levied on residents who live in
the SID.

The report relates the bankruptcy filing said that as of May 2012,
there were homes on 85 of the 136 single-family lots at the
Savanna Shores development at 96th Street and Schram Road. But it
hasn't worked out as planned: The bankruptcy filing said there is
not enough tax revenue.

According to the report, SID 249 has filed a tentative exit plan
with the bankruptcy court, proposing the sale of new bonds to
replace the old ones.  The plan awaits a judge's approval.  About
71 percent of creditors have approved the plan, court filings say,
and no creditors have opposed it.

The report notes 14 SIDs in Douglas and Sarpy Counties have filed
for Chapter 9 bankruptcy protection in since 2009.


SANUWAVE HEALTH: $2.2MM Note Converted Into 10.9MM Shares
---------------------------------------------------------
SANUWAVE Health, Inc., reported that all of the holders of the
Company's 18 percent senior secured convertible promissory notes
voluntarily converted all of the outstanding principal and
interest of the notes into common stock on July 31, 2013.
SANUWAVE had entered into subscription agreements between November
2012 and February 2013 with select accredited investors, most of
whom had invested in the Company's previous financing rounds, and
issued the aggregate $2 million notes in March 2013.

The aggregate outstanding amount of principal and interest on the
notes at July 31, 2013, of $2,186,906 was converted into
10,934,530 shares of restricted common stock of the Company at the
conversion price of $0.20 per share pursuant to the note
agreements.  In return for the note holders' voluntarily
converting the notes on or before July 31, 2013, the Company
agreed to issue to the note holders warrants to purchase an
aggregate total of 1,988,096 shares of common stock.  The warrants
have an exercise price of $0.80 per share and are exercisable
during the five-year period beginning on the date of issuance.

Joseph Chiarelli, chief executive officer of SANUWAVE commented,
"We are pleased to have converted these senior secured notes into
equity, which further strengthens our balance sheet.  We are
grateful for the continued strong support of our long-term
shareholders."

                       About SANUWAVE Health

Alpharetta, Ga.-based SANUWAVE Health, Inc., is an emerging global
regenerative medicine company focused on the development and
commercialization of noninvasive, biological response activating
devices for the repair and regeneration of tissue, musculoskeletal
and vascular structures.

BDO USA, LLP, in Atlanta, Georgia, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company has suffered recurring losses from operations, has a net
working capital deficit, and is economically dependent upon future
issuances of equity or other financing to fund ongoing operations,
each of which raise substantial doubt about its ability to
continue as a going concern.

SANUWAVE Health reported a net loss of $6.40 million on $769,217
of revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $10.23 million on $802,572 of revenue in 2011.
The Company's balance sheet at March 31, 2013, showed $2.33
million in total assets, $13.64 million in total liabilities and a
$11.31 million total stockholders' deficit.


SIMON WORLDWIDE: Amends 23.8MM Shares Rights Offering Prospectus
----------------------------------------------------------------
Simon Worldwide, Inc., has amended its registration statement
relating to the distribution, at no charge, to holders the
Company's common stock, nontransferable subscription rights to
purchase an aggregate of up to 23,854,680 shares of the Company's
common stock for an aggregate subscription price of $5,009,482.
In this subscription rights offering, investors will receive one
subscription right for each share of the Company's common stock as
of 5:00 p.m., Eastern time, on Aug. 6, 2013, the record date.

Each whole subscription right will a holder of record of the
Company's common stock to purchase 0.471 shares of the Company's
common stock at a subscription price of $0.21 per whole share.

The Company will not issue fractional shares of common stock in
the subscription rights offering, and holders will only be
entitled to purchase a whole number of shares of common stock,
rounded down to the nearest whole share a holder would otherwise
be entitled to purchase.

Assuming the subscription rights offering is completed, the
Company intends to use $3,500,000 of the proceeds of the
subscription rights offering to make a scheduled capital
contribution to the Company's majority-owned subsidiary, Three
Lions Entertainment, LLC, by Aug. 30, 2013.  The Company plans to
use any remaining proceeds of the offering, after payment of all
expenses related thereto, for general and corporate working
capital purposes.

The Company is currently controlled by Overseas Toys, L.P.
Overseas Toys beneficially owns 41,763,668 shares of the Company's
common stock, which represents approximately 82.5 percent of the
outstanding shares.  Overseas Toys has indicated that it intends
to exercise all of the rights issued to it under the pro rata
basic subscription right and to subscribe for the maximum
additional shares pursuant to the over-subscription privilege that
it would be entitled to purchase.  However, that indication is not
binding, and Overseas Toys is not legally obligated to do so.
Assuming no other holders exercise their rights in this offering,
and that Overseas Toys exercises its basic and over-subscription
privileges in full as indicated, after giving effect to this
offering, Overseas Toys would own approximately 88.1 percent of
the Company's common stock.

Shares of the Company's common stock are quoted on the OTCQB under
the symbol "SWWI."

A copy of the Form S-1/A is available for free at:

                       http://is.gd/LdsPDK

                       About Simon Worldwide

Based in Los Angeles, Simon Worldwide, Inc. (OTC: SWWI) no longer
has any operating business.  Prior to August 2001, the Company
operated as a multi-national full-service promotional marketing
company, specializing in the design and development of high-impact
promotional products and sales promotions.  At Dec. 31, 2009,
the Company held an investment in Yucaipa AEC Associates, LLC, a
limited liability company that is controlled by the Yucaipa
Companies, a Los Angeles, California based investment firm.
Yucaipa AEC in turn principally held an investment in the common
stock of Source Interlink Companies, a direct-to-retail magazine
distribution and fulfillment company in North America, and a
provider of magazine information and front-end management services
for retailers and a publisher of approximately 75 magazine titles.
Yucaipa AEC held this investment in Source until April 28, 2009,
when Source filed a pre-packaged plan of reorganization under
Chapter 11 of the U.S. Bankruptcy Code.

Simon Worldwide disclosed a net loss of $1.52 million on $0
revenue for the year ended Dec. 31, 2012, as compared with a net
loss of $1.97 million on $0 revenue in 2011.  The Company's
balance sheet at March 31, 2013, showed $7.17 million in total
assets, $98,000 in total liabilities, all current, and $7.07
million in total stockholders' equity.


SB PARTNERS: SRE Clearing Held 38% of Units Outstanding at Aug. 2
-----------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, SRE Clearing Services Corporation disclosed
that as of Aug. 2, 2013, it beneficially owned 2,947 units of
limited partnership interest in SB Partners representing 38
percent of the Units outstanding.  SRE Clearing previously
disclosed beneficial ownership of 2,868.5 Units as of Nov. 12,
2012.  A copy of the regulatory filing is available at
http://is.gd/pDZYLy
                         About SB Partners

Milford, Conn.-based SB Partners is a New York limited partnership
engaged in acquiring, operating and holding for investment a
varying portfolio of real estate interests.  As of June 30,
2010, the partnership owns an industrial flex property in Maple
Grove, Minnesota and warehouse distribution centers in Lino Lakes,
Minnesota and Naperville, Illinois.

The Company has a 30 percent interest in Sentinel Omaha, LLC.
Sentinel Omaha is a real estate investment company which currently
owns 24 multifamily properties and 1 industrial property in 17
markets.  Sentinel Omaha is an affiliate of the partnership's
general partner.


SPECTRUM BRANDS: Fitch to Rate New Term Loans 'BB-'
---------------------------------------------------
Fitch Ratings expects to rate Spectrum Brands, Inc.'s two new term
loans 'BB-' when the loans close in September 2013. Spectrum is
expected to refinance its existing $950 million 9.5% senior
secured note due in 2018 with an approximately $1.1 billion senior
secured term loans. The additional $150 million will primarily be
used to fund the make-whole and transaction fees. The $1.1 billion
is comprised of a $700 million four-year term loan priced at LIBOR
+ 250 basis points (bps) and a $400 million six-year term loan at
LIBOR + 300bps with a 1% floor.

The new term loans are pari passu with and have the same terms and
conditions as the existing $800 million term loan due in 2019. The
loans are guaranteed by SB/RH Holdings, LLC (Spectrum's immediate
parent company) and each of Spectrum's domestic subsidiaries.
There is a first lien on substantially all assets (excluding A/R
and inventory) plus a 65% pledge of equity from first-tier foreign
subsidiaries. All of the term loans have a second lien on A/R and
inventory with the $400 million asset-based loan having the first
lien on these assets. There are no financial maintenance covenants
and there is a $350 million accordion feature subject to a senior
secured leverage covenant of 3.25x.

In addition to significantly lower interest rates, the company
gains further flexibility for shareholder friendly actions. The
restricted payment basket on the $950 million senior secured notes
was smaller than the existing $800 million term loan and had less
carve outs. The refinancing should comfortably allow the company
to execute its newly announced 24 month, $200 million share
repurchase program. Nonetheless, Fitch expects the company to
adhere to its stated goal of debt reduction with leverage at or
below 4x by the end of 2014 and to operate in the 2.5x to 3.5x
leverage band over the long term.

The company anticipates that fiscal 2013 EBITDA to be in the $640
million to $650 million range. Fitch expects the company to
achieve this goal. Pro forma leverage for this transaction should
be approximately 5x on Sept. 30, 2013. Leverage should decline
further in 2014 with a full year of the Stanley Black & Decker's
Hardware & Home Improvement Group (HHI) acquisition additional
EBITDA and cash flow. The HHI acquisition closed in December 2012.

Fitch will withdraw the rating on the existing $950 million senior
secured notes upon repayment.

Rating Rationale:

Spectrum's 'BB-' rating and Stable Outlook is supported by its
solid track record of improving margins, low single-digit organic
growth rates since 2009, ample levels of free cash flow (FCF) that
has been used to reduce debt, and appropriate value-based market
strategy which resonates well with challenged consumers in
developed markets. Spectrum remains committed to deleveraging.

Rating Outlook:
There is no room in Spectrum's rating for any further material
debt or leveraging transaction. At the end of 2014 EBITDA and cash
flow should improve with a full year of the HHI acquisition, lower
interest expense and the absence of 2013 transaction fees related
to the acquisition and this refinancing. Additionally, the company
has strong cash flow and will be directing a substantial portion
towards debt reduction. Most other credit protection measures,
operating performance, and qualitative factors solidly support the
current rating. Fitch's expectation that the company will continue
to de-lever supports the Stable Outlook and rating.

Financial Performance and Liquidity:
Spectrum's revenues for the nine months ended June 30, 2013
increased 22% to $2.9 billion due to the HHI acquisition. Reported
adjusted operating income improved to $304 million from $271
million. The company announced that FCF (excluding dividends and
HHI transaction costs) is expected to be $240 million in 2013 vs.
$202 million last year.

Spectrum's liquidity is good. The company revealed in an 8-K
filing yesterday that on July 28, 2013 there was approximately
$100 million undrawn on its $400 million ABL and approximately $91
million of cash on hand. Separately, current debt maturities are
minimal at less than $10 million through 2016.

Rating Action Triggers:

Negative: Any change in management's strategy to de-lever to the
2.5x to 3.5x range within 24 months after the HHI acquisition or
executing any sizeable leveraging transaction that would keep
leverage above the mid-4x range could have negative rating
implications.

Positive: Unlikely in the near term. However, Fitch expects to
notch the facilities to adjust for varying collateral levels in
its next review cycle.

Fitch currently rates Spectrum's existing debt as follows:

-- Long-term Issuer Default Rating 'BB-':
-- Asset-Based Revolver 'BB-';
-- Secured Term Loan 'BB-';
-- Senior Secured Note 'BB-''; and
-- Senior Unsecured Notes 'BB-'.


SPIRIT AEROSYSTEMS: Moody's Says Gulfstream Charges Credit Neg.
---------------------------------------------------------------
On August 6, 2013, Spirit Aerosystems Inc. (Ba2, Negative)
announced new charges in the range of $350 to $400 million related
to its Gulfstream programs. Moody's Investors Service said that
these charges are a credit negative for the company since it
signals a prolonged period in which these platforms will fail to
meet initial profitability expectations and weigh on consolidated
cash flow generation. The ratings and outlook are unaffected at
this time.

Spirit, headquartered in Wichita, KS and formerly a division of
Boeing Company, is an independent non-OEM designer and Tier-1
manufacturer of commercial aircraft aerostructures. Components
include fuselages, pylons, struts, nacelles, thrust reversers, and
wing assemblies, primarily for Boeing but also for Airbus,
Gulfstream and others. Revenues were $5.6 billion for the twelve
months to March 31, 2013.


SWIFT AIR: Secures Add'l Funding; Prepares to Exit Bankruptcy
-------------------------------------------------------------
Swift Air LLC has signed a definitive Plan Funding Term Sheet with
NIMBOS LLC that provides for a substantial capital infusion and
paves the way for the company to emerge from chapter 11 by late
September concluding its thirteen month reorganization.  The
company has filed a motion with the bankruptcy court for approval
of $1.4 million in additional funding by NIMBOS as part of the
steps to emerge from Chapter 11.

Swift Air LLC, the Phoenix based air carrier, has been best known
for its 14 years of incident free operations, transporting
presidential candidates like Senator John McCain, professional
sports teams, and the world's biggest music acts.  Dealt a
significant blow from the NBA lockout in the 2011-12 season,
followed shortly thereafter by the NHL lockout in the 2012-13
season, Swift filed for bankruptcy in June of 2012 and has
explored multiple exit strategies, before entering into this new
arrangement with NIMBOS.  The company has renewed its commitment
to its sports charter line of business and is looking forward to
the start of the NHL and NBA seasons, which will be the first
uninterrupted seasons for these leagues in the past 2 years.

Swift Air LLC, a duly certificated FAR-121 Air Carrier, operates a
fleet comprised of Boeing 737 and Boeing 767 passenger aircraft.
Jeff Conry, Swift Air President and CEO stated, "We are pleased
with the continuing support from NIMBOS and that they agree with
our strategic plans going forward."  Ken Woolley, President and
Chairman of NIMBOS LLC, said "Swift's management team comprises a
group of seasoned professionals with expertise in both passenger
and cargo operations."  Mr. Woolley continued, "The focus of the
company going forward will be to maximize our relationship with
each of our customers, broaden our scope of business with
diversification into a broader base of business, while still
delivering the high end, custom crafted delivery Swift Air has
provided for sixteen years.  We recognize the potential of Swift
Air.  We have identified several markets broadly underserved and
we believe Swift can grow in these areas.  I look forward to
working with the company on an enhanced Plan of Reorganization."

                       About Swift Air LLC

Swift Air LLC filed a Chapter 11 petition in its home-town in
Phoenix (Bankr. D. Ariz. Case No. 12-14362) on June 27, 2012.
Michael W. Carmel, Ltd., serves as counsel.  The Debtor estimated
assets of under $1 million and debts exceeding $10 million.


STERLING CONSTRUCTION: Posts Net Loss in Q2; Gets Covenant Waiver
-----------------------------------------------------------------
Sterling Construction Company, Inc. on Aug. 9 reported financial
results for the second quarter ended June 30, 2013.

Financial results for the second quarter of 2013 were depressed by
a net pre-tax charge of $18.0 million, of which $13.9 million was
the result of site-specific conditions affecting three projects,
two in Texas and one in Arizona, that encountered unanticipated
costs in excess of initial project estimates.  The remaining $4.1
million loss was primarily related to less significant estimated
losses on jobs awarded prior to 2012.  On an after-tax basis, the
total charge accounted for $11.6 million or $0.70 per diluted
share of the net loss attributable to common stockholders.

Second Quarter 2013 Financial Results Compared to Second Quarter
2012:

-- Revenues were $133.4 million, compared to $168.7 million;

-- Gross deficit was 12.5% of revenues compared to a gross margin
of 9.0%;

-- General and administrative expenses as a percentage of revenues
were 7.1% compared to 5.0%;

-- Operating loss was $26.1 million compared to operating income
of $8.2 million;

-- Net loss attributable to Sterling common stockholders was $17.0
million compared to net income $3.3 million; and,

-- Net loss per diluted share attributable to common stockholders
was $0.93 compared to net income per diluted share of $0.15.

Second Quarter 2013 Highlights:

-- Bookings of $154 million were up 133% from the second quarter
of 2012 and increased 4.0% from the first quarter of 2013,
representing a book-to-bill ratio of 1.15:1;

-- Total backlog as of June 30, 2013 was $714 million, an increase
of 8.8% since December 31, 2012, and up 3.0% since March 31, 2013;

-- At quarter end the backlog of projects awarded after 2011 was
78% of total backlog, or $560 million with an average gross margin
of 6.3%; the backlog of projects awarded during 2013 was 37% of
total backlog, or $265 million and carries an average gross margin
of 8.0%; and,

-- Total backlog at June 30, 2013 excluded $107 million of
projects where the Company was the apparent low bidder but had not
yet been awarded the contract; the average gross margin of these
awards is approximately 13.1%.

                         Business Overview

Revenues for the second quarter 2013 decreased 21.0% compared to
the second quarter of 2012, primarily due to the completion of
several large projects in Utah -- the largest project being the
$1.1 billion I-15 CORE Reconstruction Joint Venture Project, of
which the Company's Utah subsidiary had a 12.5% interest, or
approximately $136 million.

The gross loss for the quarter was $16.6 million, compared to a
gross profit of $15.2 million in the second quarter of 2012.  The
decline was primarily a result of the three aforementioned problem
projects in Texas and Arizona, coupled with the negative impact of
low margins on contracts added to backlog before 2012, many of
which have experienced downward revisions in gross profit in 2011,
2012 and 2013.  During the second quarter of 2013, revenues for
pre-2012 projects were $40.7 million, or 31% of total second
quarter revenues.

With respect to the gross margin profile of the Company's backlog,
22% or $154 million of its total backlog as of June 30, 2013
relates to projects awarded before 2012 and carries an average
gross margin of 2.4%.  These projects primarily consist of
contracts in the Company's Texas markets, which as a result of the
significant downward revisions in estimated gross profits, have
adversely affected gross margins over the 2011 through June 30,
2013 period.  The Company expects to complete work on a
significant portion of these low margin contracts in the next
twelve months.  In contrast, 78% or $560 million of all post-2011
projects in backlog carry an average gross margin of 6.3%.
Projects in backlog that were awarded in 2013 carry an average
gross margin of approximately 8%.

General and administrative expense of $9.5 million increased
approximately $1 million, or 12.3% compared to the second quarter
of 2012.  The increase was attributable to additions to the
information systems team hired in the fourth quarter of 2012 to
upgrade the Company's IT infrastructure and certain non-recurring
costs related to the implementation of process enhancements aimed
at improving operational control and efficiency.  General and
administrative expense also included an increase in certain
employee benefit and termination costs.

The revaluation of the liability to noncontrolling interest owners
for the three months ended June 30, 2013 reduced the net loss per
basic and diluted share attributable to Sterling common
stockholders by $0.09 as compared to the second quarter of 2012
when there was a $0.05 per share negative impact.

For the second quarter of 2013, capital expenditures were $1.8
million compared with $11.9 million in the second quarter 2012,
and the Company expects capital expenditures for the balance of
the year to remain significantly below 2012 levels.

                        Financial Position

The Company's financial condition remains sound, though more
challenging due to the large 2013 second quarter gross profit
writedowns.  At June 30, 2013:

-- Working capital totaled $65.5 million, including $22 million of
cash, cash equivalents and short-term investments;

-- The Company had borrowings of $29.3 million on the credit
facility and have $18.7 million of availability;

-- Due to the unexpected loss on three projects in the second
quarter, as of June 30, 2013, the Company was not in compliance
with its bank's funded debt/TTM EBITDA covenant; however, the bank
issued a waiver for the covenant for the period ended June 30,
2013 and provided a less restrictive leverage ratio covenant
requirement through March, 2014;

-- The credit facility has an optional increase amount of $50
million; and,

-- Tangible net worth of $135.6 million exceeded the amount
necessary to support the Company's bonding requirements.

                          CEO Remarks

Peter MacKenna, President and Chief Executive Officer of Sterling
commented, "We continue to be very encouraged by our level of
bookings and the margins associated with our newer projects.  As
of the end of June, our year to date "apparent low bid"-to-bill
ratio was 1.35:1 with an average margin of 11.1%.  Additionally,
we are making good headway in burning off work bid at low margins
during the recession and the extremely competitive environment
resulting from the recession in the several years that followed.
Currently, approximately 22% of our total backlog is comprised of
legacy projects, or jobs booked prior to 2012, and we are on track
to complete a significant portion of this legacy backlog in the
next twelve months, positioning the Company for a material
improvement in profitability during 2014."

Mr. MacKenna continued, "With respect to our second quarter
reported results, once again, the positive trends in our business
were obscured by the margin drag from our remaining pre-2012
contracts.  These headwinds were exacerbated by three legacy
projects described above that continued to encounter execution
issues as they near completion, bringing them from breakeven or
marginally profitable, to substantial loss positions.  While
representing only three projects out of the 135 projects underway
in the second quarter, the impact on our financial results was
significant.  Problems of this nature are unacceptable and we are
making changes to our organization that should enable us to
operate more effectively in the coming quarters and years.  These
changes include improvements to our leadership team, as well as
enhancements to our information systems infrastructure, operating
processes and procedures, and training.  The systems and processes
we have implemented to date are already helping us identify issues
and opportunities as they arise."

                             Outlook

Mr. MacKenna concluded, "Looking to the second half of 2013, we
expect revenues to be flat or slightly down relative to 2012.
More importantly, however, we anticipate favorable bookings trends
to continue, both in terms of comparable quarter growth and
profitability, translating into ongoing gross profit and margin
improvements while we continue to complete legacy projects.
General and administrative expense for the balance of the year
will remain higher than in 2012 as a result of the process-
improvement investments we are making to position the Company for
integration and future growth.  We expect our capital expenditures
for the year to be significantly lower than prior periods as we
continue to believe that our current fleet, augmented by leased
assets as appropriate, will give us more than adequate capacity to
support our growth in 2014 and beyond."

Headquartered in Houston, Texas, Sterling Construction Company,
Inc. -- http://www.sterlingconstructionco.com/-- is a heavy civil
construction company that specializes in the building and
reconstruction of transportation and water infrastructure projects
in Texas, Utah, Nevada, Arizona, California and other states where
there are construction opportunities.  Its transportation
infrastructure projects include highways, roads, bridges and light
rail and its water infrastructure projects include water,
wastewater and storm drainage systems.


TALON INTERNATIONAL: L. Schnell held 7% Equity Stake at July 12
---------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Lonnie D. Schnell disclosed that as of
July 12, 2013, he beneficially owned 6,540,250 shares of common
stock of Talon International, Inc., representing 7.4 percent of
the shares outstanding.  A copy of the regulatory filing is
available for free at http://is.gd/phEoP5

                     About Talon International

Woodland Hills, Cal.-based Talon International, Inc. (OTC BB:
TALN) -- http://www.talonzippers.com/-- is a global supplier of
apparel fasteners, trim and interlining products to manufacturers
of fashion apparel, specialty retailers, mass merchandisers, brand
licensees and major retailers.  Talon manufactures and distributes
zippers and other fasteners under its Talon(R) brand, known as the
original American zipper invented in 1893.  Talon also designs,
manufactures, engineers, and distributes apparel trim products and
specialty waistbands under its trademark names, Talon, Tag-It and
TekFit, to more than 60 apparel brands and manufacturers including
Wal-Mart, Kohl's, J.C. Penney, Victoria's Secret, Tom Tailor,
Abercrombie and Fitch, Polo Ralph Lauren, Phillips-Van Heusen,
Reebok and Juicy Couture.  Talon has offices and facilities in the
United States, United Kingdom, Hong Kong, China, and Bangladesh.

Talon International disclosed net income of $679,347 for the year
ended Dec. 31, 2012, as compared with net income of $729,133
during the prior year.  The Company's balance sheet at March 31,
2013, showed $18.53 million in total assets, $10.17 million in
total liabilities, $24.87 million in series B convertible
preferred stock and $16.52 million total stockholders' deficit.


TALON INTERNATIONAL: L. Dyne Held 7% Equity Stake at July 12
------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Larry Dyne disclosed that as of July 12,
2013, he beneficially owned 6,540,250 shares of common stock of
Talon International, Inc., representing 7 percent of the shares
outstanding.  A copy of the regulatory filing is available at:

                       http://is.gd/MeLwqW

                    About Talon International

Woodland Hills, Cal.-based Talon International, Inc. (OTC BB:
TALN) -- http://www.talonzippers.com/-- is a global supplier of
apparel fasteners, trim and interlining products to manufacturers
of fashion apparel, specialty retailers, mass merchandisers, brand
licensees and major retailers.  Talon manufactures and distributes
zippers and other fasteners under its Talon(R) brand, known as the
original American zipper invented in 1893.  Talon also designs,
manufactures, engineers, and distributes apparel trim products and
specialty waistbands under its trademark names, Talon, Tag-It and
TekFit, to more than 60 apparel brands and manufacturers including
Wal-Mart, Kohl's, J.C. Penney, Victoria's Secret, Tom Tailor,
Abercrombie and Fitch, Polo Ralph Lauren, Phillips-Van Heusen,
Reebok and Juicy Couture.  Talon has offices and facilities in the
United States, United Kingdom, Hong Kong, China, and Bangladesh.

Talon International disclosed net income of $679,347 for the year
ended Dec. 31, 2012, as compared with net income of $729,133
during the prior year.  The Company's balance sheet at March 31,
2013, showed $18.53 million in total assets, $10.17 million in
total liabilities, $24.87 million in series B convertible
preferred stock and $16.52 million total stockholders' deficit.


TRANSGENOMIC INC: Incurs $3 Million Net Loss in Second Quarter
--------------------------------------------------------------
Transgenomic Inc. reported a net loss available to common
stockholders of $3.04 million on $7.30 million of net sales for
the three months ended June 30, 2013, as compared with a net loss
available to common stockholders of $728,000 on $9.09 million of
net sales for the same period a year ago.

For the six months ended June 30, 2013, the Company incurred a net
loss available to common stockholders of $6.81 million on $14.68
million of net sales, as compared with a net loss available to
common stockholders of $3.58 million on $16.29 million of net
sales for the same period during the prior year.

Transgenomic incurred a net loss of $8.32 million in 2012, a net
loss of $9.78 million in 2011 and a net loss of $3.13 million in
2010.

As of June 30, 2013, the Company had $39.36 million in total
assets, $18.34 million in total liabilities and $21.01 million in
stockholders' equity.

Cash and cash equivalents were $6.4 million as of June 30, 2013,
compared with $4.5 million as of Dec. 31, 2012.

"In the second quarter we entered into a major collaboration with
Amgen, which will be an important value driver for Transgenomic
going forward," said Craig Tuttle, president and chief executive
officer.  "This new collaboration allowed us to launch the CRC
RAScanTM test, the first dedicated test to more accurately screen
patients with metastatic colorectal cancer (mCRC) for RAS
mutations, providing doctors with a cutting edge tool for treating
patients with colorectal cancer.  As we look ahead to the
remainder of 2013 and beyond, it remains our goal to increase
revenues in both our Laboratory Services and Diagnostic Tools
segments with the commercialization of CRC RAScanTM, as well as
through a number of innovative new products in both businesses."

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

                       http://is.gd/GTrso0

                     Loan Agreement Amendment

Transgenomic entered into an amendment to its Loan and Security
Agreement, dated March 13, 2013, with Third Security, LLC, and its
affiliates for a revolving line of credit and a term loan.  The
Amendment, which became effective as of June 30, 2013, reduces
Transgenomic's future minimum revenue covenants under the Loan
Agreement.  A copy of the Amended Loan Agreement is available for
free at http://is.gd/hlmfmJ

                         About Transgenomic

Transgenomic, Inc. -- http://www.transgenomic.com/-- is a global
biotechnology company advancing personalized medicine in
cardiology, oncology, and inherited diseases through its
proprietary molecular technologies and world-class clinical and
research services.  The Company is a global leader in cardiac
genetic testing with a family of innovative products, including
its C-GAAP test, designed to detect gene mutations which indicate
cardiac disorders, or which can lead to serious adverse events.
Transgenomic has three complementary business divisions:
Transgenomic Clinical Laboratories, which specializes in molecular
diagnostics for cardiology, oncology, neurology, and mitochondrial
disorders; Transgenomic Pharmacogenomic Services, a contract
research laboratory that specializes in supporting all phases of
pre-clinical and clinical trials for oncology drugs in
development; and Transgenomic Diagnostic Tools, which produces
equipment, reagents, and other consumables that empower clinical
and research applications in molecular testing and cytogenetics.
Transgenomic believes there is significant opportunity for
continued growth across all three businesses by leveraging their
synergistic capabilities, technologies, and expertise.  The
Company actively develops and acquires new technology and other
intellectual property that strengthens its leadership in
personalized medicine.

                       Forbearance Agreement

On Feb. 7, 2013, the Company entered into a Forbearance Agreement
with Dogwood Pharmaceuticals, Inc., a wholly owned subsidiary of
Forest Laboratories, Inc., and successor-in-interest to PGxHealth,
LLC, with an effective date of Dec. 31, 2012.  In December 2012,
the Company commenced discussions with the Lender to defer the
payment due on Dec. 31, 2012, until March 31, 2013.  As of
Dec. 31, 2012, an aggregate of $1.4 million was due and payable
under the Note by Transgenomic, and non-payment would constitute
an event of default under the Note and that certain Security
Agreement, dated as of Dec. 29, 2010, entered into between
Transgenomic and PGX.  Pursuant to the Forbearance Agreement, the
Lender agreed, among other things, to forbear from exercising its
rights and remedies under the Note and the Security Agreement as a


THERAPEUTICSMD INC: Incurs $6 Million Net Loss in Second Quarter
----------------------------------------------------------------
TherapeuticsMD, Inc., Inc., reported a net loss of $6 million on
$2.08 million of net revenues for the three months ended June 30,
2013, as compared with a net loss of $11.85 million on $819,150 of
net revenues for the same period a year ago.

For the six months ended June 30, 2013, the Company incurred a net
loss of $12.38 million on $3.61 million of net revenues, as
compared with a net loss of $25.13 million on $1.54 million of net
revenues for the same period during the prior year.

As of June 30, 2013, the Company had $43.06 million in total
assets, $4.59 million in total liabilities and $38.46 million in
total stockholders' equity.

Robert G. Finizio, co-founder and chief executive officer, stated,
"With the FDA's acceptance of the IND application for TX 12-004HR,
we are now positioned to move three product candidates into late-
stage clinical trials.  We remain on track to initiate pivotal
Phase III clinical trials for our bioidentical, 17? estradiol/
progesterone combination and lower-dose oral progesterone product
candidates in the second half of this year.  We are presently
conducting pharmacokinetic studies with TX 12-004HR and expect to
initiate a Phase III clinical trial early next year."

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

                        http://is.gd/vXEFQC

                        About TherapeuticsMD

Boca Raton, Florida-based TherapeuticsMD, Inc. (OTC QB: TXMD) is a
women's healthcare product company focused on creating and
commercializing products targeted exclusively for women.  The
Company currently manufactures and distributes branded and generic
prescription prenatal vitamins as well as over-the-counter
vitamins and cosmetics.  The Company is currently focused on
conducting the clinical trials necessary for regulatory approval
and commercialization of advanced hormone therapy pharmaceutical
products designed to alleviate the symptoms of and reduce the
health risks resulting from menopause-related hormone
deficiencies.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2012, Rosenberg Rich Baker
Berman & Company, in Somerset, New Jersey, expressed substantial
doubt about TherapeuticsMD's ability to continue as a going
concern, citing the Company's loss from operations of
approximately $16 million and negative cash flow from operations
of approximately $13 million.

The Company reported a net loss of $35.1 million on $3.8 million
of revenues in 2012, compared with a net loss of $12.9 million on
$2.1 million of revenues in 2011.


TRANSGENOMIC INC: Incurs $2.8 Million Net Loss in 2nd Quarter
-------------------------------------------------------------
Transgenomic, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $2.86 million on $7.30 million of net sales for the three
months ended June 30, 2013, as compared with a net loss of
$563,000 on $9.09 million of net sales for the same period during
the prior year.

For the six months ended June 30, 2013, the Company reported a net
loss of $6.45 million on $14.68 million of net sales, as compared
with a net loss of $3.25 million on $16.29 million of net sales
for the same period a year ago.

Transgenomic incurred a net loss of $8.32 million in 2012, a net
loss of $9.78 million in 2011 and a net loss of $3.13 million in
2010.

As of June 30, 2013, the Company had $39.36 million in total
assets, $18.34 million in total liabilities and $21.01 million in
total stockholders' equity.

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

                        http://is.gd/UExtp3

                         About Transgenomic

Transgenomic, Inc. -- http://www.transgenomic.com/-- is a global
biotechnology company advancing personalized medicine in
cardiology, oncology, and inherited diseases through its
proprietary molecular technologies and world-class clinical and
research services.  The Company is a global leader in cardiac
genetic testing with a family of innovative products, including
its C-GAAP test, designed to detect gene mutations which indicate
cardiac disorders, or which can lead to serious adverse events.
Transgenomic has three complementary business divisions:
Transgenomic Clinical Laboratories, which specializes in molecular
diagnostics for cardiology, oncology, neurology, and mitochondrial
disorders; Transgenomic Pharmacogenomic Services, a contract
research laboratory that specializes in supporting all phases of
pre-clinical and clinical trials for oncology drugs in
development; and Transgenomic Diagnostic Tools, which produces
equipment, reagents, and other consumables that empower clinical
and research applications in molecular testing and cytogenetics.
Transgenomic believes there is significant opportunity for
continued growth across all three businesses by leveraging their
synergistic capabilities, technologies, and expertise.  The
Company actively develops and acquires new technology and other
intellectual property that strengthens its leadership in
personalized medicine.

                       Forbearance Agreement

On Feb. 7, 2013, the Company entered into a Forbearance Agreement
with Dogwood Pharmaceuticals, Inc., a wholly owned subsidiary of
Forest Laboratories, Inc., and successor-in-interest to PGxHealth,
LLC, with an effective date of Dec. 31, 2012.  In December 2012,
the Company commenced discussions with the Lender to defer the
payment due on Dec. 31, 2012, until March 31, 2013.  As of
Dec. 31, 2012, an aggregate of $1.4 million was due and payable
under the Note by Transgenomic, and non-payment would constitute
an event of default under the Note and that certain Security
Agreement, dated as of Dec. 29, 2010, entered into between
Transgenomic and PGX.  Pursuant to the Forbearance Agreement, the
Lender agreed, among other things, to forbear from exercising its
rights and remedies under the Note and the Security Agreement as a


TRINITY COAL: Seeks Increase of DIP Loan, Extension of Maturity
---------------------------------------------------------------
Trinity Coal Corporation, et al., ask the U.S. Bankruptcy Court
for the Eastern District of Kentucky to modify the final DIP order
entered April 8, 2013, and approve an extension of the maturity
date of the Debtors' postpetition financing until Nov. 29, 2013;
and an increase of the amount of the revolving commitment from
$15 million to $22 million.

By its terms, the maturity date of the DIP Facility is 180 days
after the chief restructuring officer appointment date, that being
Sept. 2, 2013.  The maximum revolving commitment under the DIP
Revolving Facility and the final dip order is $15 million.
Additionally, the Letter of Credit Expiration Date under the DIP
Credit Agreement is seven days prior to the maturity date.

The DIP Credit Agreement provides that the Debtors may request
that the maturity date be extended to a date no later than 270
days after the CRO appointment date.

By the DIP extension motion, the Debtors also request that in
accordance with the terms of the DIP Credit Agreement, the Letter
of Credit Expiration Date be extended until Nov. 22.

Also pursuant to the DIP Credit Agreement, the Debtors are
required to conduct an orderly sale of all assets to maximize
value for the Debtors' estates for the benefit of their creditors
within a specific time frame with closing of the sales to occur on
or before Aug. 28, 2013.

                        About Trinity Coal

Trinity Coal Corp. is a coal mining company that owns coal
deposits located in the Appalachian region of the eastern United
States, specifically, in Breathitt, Floyd, Knott Magoffin, and
Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo,
McDowell and Wyoming Counties in West Virginia.

Trinity's coal mining operations are organized into six distinct
coal mining complexes. Three complexes are located in Kentucky and
are referred to as Prater Branch Resources, Little Elk Mining and
Levisa Fork.  The Kentucky Operations produced compliance and low
sulfur steam coal.  Three complexes are located in West Virginia
and are referred to as Deep Water Resources, North Springs
Resources and Falcon Resources.

Trinity is a wholly owned subsidiary of privately held
multinational conglomerate Essar Global Limited.

Credit Agricole Corporate & Investment Bank, ING Capital LLC and
Natixis, New York Branch filed an involuntary petition for relief
under Chapter 11 against Trinity Coal Corporation and 15
affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364).  The three
entities say they are owed a total of $104 million on account
loans provided to Trinity.

On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and
Cecil I. Walker Machinery Co. filed an involuntary petition for
relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335)
against Frasure Creek Mining, LLC.  On Feb. 19, 2013, Credit
Agricole, ING Capital and Natixis joined as petitioning creditors.

On March 4, 2013, the Debtors filed their consolidated answer to
involuntary petitions and consent to an order for relief and
reservation of rights, thereby consenting to the entry of an order
for relief in each of their respective Chapter 11 cases.  An order
for relief in each of the Debtors was entered by the Court on
March 4, 2013, which converted the involuntary cases to voluntary
Chapter 11 cases.

Sturgill, Turner, Barker & Moloney, PLLC serves as local counsel
to the Official Committee of Unsecured Creditors.


TRINITY COAL: Wants Key Employee Retention Program Approved
-----------------------------------------------------------
Trinity Coal Corporation, et al., ask the U.S. Bankruptcy Court
for the Eastern District of Kentucky to approve a proposed key
employee retention program for non-insider employee.

Pursuant to the KERP, the chief restructuring officer will be
authorized to distribute certain retention payments not to exceed
$750,000 and payments are further capped at three months of the
key employee's average monthly earnings.  The CRO will have full
discretion, subject to the above limits, to make or refrain from
making any retention payments to any key employee.

According to the Debtors, the retention program is designed to
minimize further risk of disruption of the Debtors' management and
turnover of key employees.  The retention program seeks to ensure
that the key employees continue to provide essential services and
management during the Chapter 11 cases.

An Aug. 20, 2013, hearing at 1:30 p.m., has been set on the
Debtor's request.

                        About Trinity Coal

Trinity Coal Corp. is a coal mining company that owns coal
deposits located in the Appalachian region of the eastern United
States, specifically, in Breathitt, Floyd, Knott Magoffin, and
Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo,
McDowell and Wyoming Counties in West Virginia.

Trinity's coal mining operations are organized into six distinct
coal mining complexes. Three complexes are located in Kentucky and
are referred to as Prater Branch Resources, Little Elk Mining and
Levisa Fork.  The Kentucky Operations produced compliance and low
sulfur steam coal.  Three complexes are located in West Virginia
and are referred to as Deep Water Resources, North Springs
Resources and Falcon Resources.

Trinity is a wholly owned subsidiary of privately held
multinational conglomerate Essar Global Limited.

Credit Agricole Corporate & Investment Bank, ING Capital LLC and
Natixis, New York Branch filed an involuntary petition for relief
under Chapter 11 against Trinity Coal Corporation and 15
affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364).  The three
entities say they are owed a total of $104 million on account
loans provided to Trinity.

On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and
Cecil I. Walker Machinery Co. filed an involuntary petition for
relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335)
against Frasure Creek Mining, LLC.  On Feb. 19, 2013, Credit
Agricole, ING Capital and Natixis joined as petitioning creditors.

On March 4, 2013, the Debtors filed their consolidated answer to
involuntary petitions and consent to an order for relief and
reservation of rights, thereby consenting to the entry of an order
for relief in each of their respective Chapter 11 cases.  An order
for relief in each of the Debtors was entered by the Court on
March 4, 2013, which converted the involuntary cases to voluntary
Chapter 11 cases.

Sturgill, Turner, Barker & Moloney, PLLC serves as local counsel
to the Official Committee of Unsecured Creditors.


TRIUS THERAPEUTICS: Incurs $19.6 Million Net Loss in 2nd Quarter
----------------------------------------------------------------
Trius Therapeutics, Inc., reported a net loss of $19.68 million on
$1.29 million of total revenues for the three months ended
June 30, 2013, as compared with a net loss of $14.41 million on
$6.22 million of total revenues for the same period during the
prior year.  The increase in the net loss in the second quarter of
2013 was primarily due to lower collaboration revenues from the
Company's partnership with Bayer Pharma AG (Bayer) as well as from
the Company's federal contracts.

For the six months ended June 30, 2013, the Company incurred a net
loss of $36.92 million on $3.01 million of total revenues, as
compared with a net loss of $22.01 million on $16.05 million of
total revenues for the same period a year ago.

Trius Therapeutics incurred a net loss of $53.92 million in 2012,
a net loss of $18.25 million in 2011 and a $23.86 million net loss
in 2010.

As of June 30, 2013, the Company had $74.05 million in total
assets, $19.37 million in total liabilities and $54.68 million in
total stockholders' equity.

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

                        http://is.gd/Z6pAOW

                      About Trius Therapeutics

San Diego, Calif.-based Trius Therapeutics, Inc. (Nasdaq: TSRX) --
http://www.triusrx.com/-- is a biopharmaceutical company focused
on the discovery, development and commercialization of innovative
antibiotics for serious, life-threatening infections.  The
Company's first product candidate, torezolid phosphate, is an IV
and orally administered second generation oxazolidinone being
developed for the treatment of serious gram-positive infections,
including those caused by MRSA.  In addition to the company's
torezolid phosphate clinical program, it is currently conducting
two preclinical programs using its proprietary discovery platform
to develop antibiotics to treat infections caused by gram-negative
bacteria.


TXU CORP: Bank Debt Trades at 30% Off
-------------------------------------
Participations in a syndicated loan under which TXU Corp is a
borrower traded in the secondary market at 69.56 cents-on-the-
dollar during the week ended Friday, August 9, 2013 according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a decrease of 0.47
percentage points from the previous week, The Journal relates.
TXU Corp pays 450 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Oct. 10, 2017.  The bank debt
carries Moody's Caa3 rating and Standard & Poor's CCC rating.  The
loan is one of the biggest gainers and losers among 249 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.


UNI-PIXEL INC: Incurs $4.7 Million Net Loss in Second Quarter
-------------------------------------------------------------
Uni-Pixel, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $4.69 million on $749 of revenue for the three months ended
June 30, 2013, as compared with a net loss of $2.03 million on
$70,560 of revenue for the same period a year ago.

For the six months ended June 30, 2013, the Company recorded a net
loss of $3.74 million on $5.07 million of revenue, as compared
with a net loss of $4.08 million on $74,124 of revenue for the
same period during the prior year.

Uni-Pixel incurred a net loss of $9.01 million in 2012, as
compared with a net loss of $8.56 million in 2011.

The Company's balance sheet at June 30, 2013, showed $63.28
million in total assets, $6.56 million in total liabilities and
$56.71 million in total shareholders' equity.

"Our second quarter demonstrated strong progress with our
preferred price and capacity model for UniBoss," said Reed
Killion, president and CEO of UniPixel.  "This included signing a
second preferred price and capacity license with a major consumer
electronics ecosystem partner.  Based on a milestone we quickly
met under this license agreement, we received a $5.0 million
payment that we recorded as deferred non-recurring engineering
revenue.  The funds are supporting the build out of an additional
one million square feet per month of UniBoss equipment capacity in
preparation for meeting anticipated customer demand.

"Together with Kodak, we've completed the deconstruction on our
state of the art manufacturing and testing facility at the Eastman
Business Park, which has more than 100,000 square feet of
manufacturing space for our UniBoss roll-to-roll printing and
plating lines.  We are now working on second and third floor of
the Kodak facility.  Along with utilizing the Kodak's
infrastructure, including 40 dedicated full-time employees, our
manufacturing and supply relationship with Kodak allows us to be
completely vertically integrated, as well provide us lab access
and resources for deconstructive analysis, processing and
metrology."

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

                         http://is.gd/gbgB6c

                         About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.

"As of December 31, 2012, we had a cash balance of approximately
$13.0 million and working capital of $12.8 million.  We project
that current cash reserves will sustain our operations through at
least December 31, 2013, and we are not aware of any trends or
potential events that are likely to adversely impact our short
term liquidity through this term.  We expect to fund our
operations with our net product revenues from our commercial
products, cash and cash equivalents supplemented by proceeds from
equity or debt financings, and loans or collaborative agreements
with corporate partners, each to the extent necessary," according
to the Company's annual report for the year ended Dec. 31, 2012.


USEC INC: Incurs $40.9 Million Net Loss in Second Quarter
---------------------------------------------------------
USEC Inc. reported a net loss of $40.9 million on $284.8 million
of total revenue for the three months ended June 30, 2013, as
compared with a net loss of $92 million on $353.8 million of total
revenue for the same period during the prior year.

For the six months ended June 30, 2013, the Company incurred a net
loss of $42.9 million on $605.2 million of total revenue, as
compared with a net loss of $120.8 million on $895.8 million of
total revenue for the same period a year ago.

As of June 30, 2013, the Company had $1.51 billion in total
assets, $1.93 billion in total liabilities and a $419.2 million
stockholders' deficit.

"The termination of enrichment resulted in significant non-
production related expenses and special charges in the current
period," said John K. Welch, USEC president and chief executive
officer.  "As we transition the Paducah facilities back to DOE and
reduce the level of employment over the coming months, we expect
to have additional charges against earnings.

"As we expected, our cash balance improved during the second
quarter, and we continue to have adequate liquidity to meet the
needs of our operations for at least the next 12 months, assuming
renewal or replacement of our revolving credit facility beyond
September 30," Mr. Welch said.

                          Delisting Notices

USEC effectuated a reverse stock split on July 1 in order to
regain compliance with the New York Stock Exchange continued
listing criteria related to minimum share price.  This action
resulted in USEC's closing share price exceeding $1.00 per share,
and the condition will be deemed cured if the average closing
price remains above the level for at least the following 30
trading days.  The NYSE listing requirements require that a
company's common stock trade at a minimum average closing price of
$1.00 over a consecutive 30 trading-day period.  On May 8, 2012,
USEC had received notice from the NYSE that the average closing
price of its common stock was below the NYSE's continued listing
criteria relating to minimum share price.

On Aug. 1, 2013, the NYSE accepted USEC's plan to regain
compliance with the NYSE's minimum market capitalization
requirement.  On April 30, 2013, USEC had received notice from the
NYSE that the decline in USEC's total market capitalization has
caused it to be out of compliance the NYSE's continued listing
standards related to minimum market capitalization.  The NYSE
listing requirements require that a company maintain an average
market capitalization of not less than $50 million over a
consecutive 30 trading-day period where the company's total
stockholders' equity is less than $50 million.  USEC's common
stock will continue to be listed on the NYSE during an 18-month
cure period, subject to the compliance with other NYSE continued
listing standards and continued periodic review by the NYSE of
USEC's progress with respect to its plan.  USEC's plan outlines
initiatives USEC must execute by quarter.  These initiatives
include the successful completion of American Centrifuge plant
development milestones, as well as the successful execution of the
Company's Russian supply agreement and the Company's potential
balance sheet restructuring.  The NYSE has notified the Company
that if it does not achieve these financial and operational goals,
the Company will be subject to NYSE trading suspension at the
point the initiative or goal is not met.

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

                        http://is.gd/FH5SqP

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

                       http://is.gd/O0s72F

                           About USEC Inc.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- supplies enriched uranium fuel for
commercial nuclear power plants.

USEC disclosed a net loss of $1.20 billion in 2012, as compared
with a net loss of $491.1 million in 2011.  The Company's balance
sheet at March 31, 2013, showed $1.52 billion in total assets,
$1.99 billion in total liabilities, and a $469.6 million
stockholders' deficit.

PricewaterhouseCoopers LLP, in McLean, Virginia, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has reported net losses and a stockholders'
deficit at Dec. 31, 2012, and is engaged with its advisors and
certain stakeholders on alternatives for a possible restructuring
of its balance sheet, which raise substantial doubt about its
ability to continue as a going concern.

                        Bankruptcy Warning

"A delisting of our common stock by the NYSE and the failure of
our common stock to be listed on another national exchange could
have significant adverse consequences.  A delisting would likely
have a negative effect on the price of our common stock and would
impair stockholders' ability to sell or purchase our common stock.
As of December 31, 2012, we had $530 million of convertible notes
outstanding.  A 'fundamental change' is triggered under the terms
of our convertible notes if our shares of common stock are not
listed for trading on any of the NYSE, the American Stock
Exchange, the NASDAQ Global Market or the NASDAQ Global Select
Market.  Our receipt of a NYSE continued listing standards
notification described above did not trigger a fundamental change.
If a fundamental change occurs under the convertible notes, the
holders of the notes can require us to repurchase the notes in
full for cash.  We do not have adequate cash to repurchase the
notes.  In addition, the occurrence of a fundamental change under
the convertible notes that permits the holders of the convertible
notes to require a repurchase for cash is an event of default
under our credit facility.  Accordingly, the exercise of remedies
by holders of our convertible notes or lenders under our credit
facility as a result of a delisting would have a material adverse
effect on our liquidity and financial condition and could require
us to file for bankruptcy protection," according to the Company's
annual report for the year ended Dec. 31, 2012.

                           *     *     *

USEC Inc. carries 'Caa1' corporate and probability of default
ratings, with "developing" outlook, from Moody's.

As reported by the TCR on Aug. 17, 2012, Standard & Poor's Ratings
Services lowered its ratings on USEC Inc., including the corporate
credit rating to 'CCC' from 'CCC+'.

"The downgrade reflects our assessment of USEC's long-term
viability after the company publicly stated that it will be
difficult to continue enrichment operations at the Paducah Gaseous
Diffusion Plant after a one-year multiparty agreement to extend
operations expires in May 2013," said Standard & Poor's credit
analyst Maurice S. Austin.


UNIVERSAL BIOENERGY: Board Approves Changes of Fiscal Year
----------------------------------------------------------
The Board of Directors of Universal Bioenergy, Inc., approved
modification to the Company's fiscal year from a period that ends
on December 31, to a period that will end on June 30.  The Board
also approved that the current fiscal year that commenced as of
Jan. 1, 2013, will terminate as of the end of June 30, 2013.

The Board of Directors of the Company approved and confirmed that
the Company will file its annual report on Form 10-K for the 12
months period ended on June 30, 2013, in accordance with the
change to its new fiscal year ending on June 30.  All periodic
quarterly reports on Form 10-Q will follow according to the new
June 30 fiscal year end schedule.

The Board of Directors determined it was in the best interests of
the Company to change its fiscal year to improve its management
and operations efficiency to reflect its expanding operations.

                     About Universal Bioenergy

Headquartered in Irvine, California, Universal Bioenergy Inc.
develops markets alternative and natural energy products
including, natural gas, solar, biofuels, wind, wave, tidal, and
green technology products.

Universal Bioenergy disclosed a net loss of $3.65 million on
$50.51 million of revenues for the year ended Dec. 31, 2012, as
compared with a net loss of $2.23 million on $71.74 million of
revenues during the prior year.  The Company's balance sheet at
March 31, 2013, showed $7.05 million in total assets, $8.68
million in total liabilities and a $1.62 million total
stockholders' deficit.

Bongiovanni & Associates, CPA'S, in Cornelius, North Carolina,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2012.  The
independent auditors noted that the Company has suffered recurring
operating losses, has an accumulated deficit, has negative working
capital, and has yet to generate an internal cash flow that raises
substantial doubt about its ability to continue as a going
concern.


VITESSE SEMICONDUCTOR: Incurs $6.4-Mil. Net Loss in June 30 Qtr.
----------------------------------------------------------------
Vitesse Semiconductor Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $6.43 million on $26.41 million of net
revenues for the three months ended June 30, 2013, as compared
with net income of $4.71 million on $30.28 million of net revenues
for the same period during the prior year.

For the nine months ended June 30, 2013, the Company incurred a
net loss of $16.31 million on $76.89 million of net revenues, as
compared with a net loss of $2.33 million on $90.01 million of net
revenues for the same period a year ago.

Vitesse incurred a net loss of $1.11 million in 2012, a net loss
of $14.81 million in 2011, and a net loss of $20.05 million in
2010.

As of June 30, 2013, the Company had $104.55 million in total
assets, $84.77 million in total liabilities and $19.78 million in
total stockholders' equity.

"In the third quarter, our net revenue increased 7% sequentially
with both Carrier and Enterprise products recording growth," said
Chris Gardner, CEO of Vitesse.  "We continue to execute on our
strategy to drive growth in new products, with new product revenue
contributing 29% of our total revenue.  Our innovative solutions
for next-generation networks are gaining traction in the mobile
access, wired and wireless backhaul, and cloud access markets.  We
are on track for new product revenue to double to $30.0 million in
fiscal year 2013 from fiscal year 2012 and double again in 2014."

"After completing a successful public offering of $37.6 million in
net proceeds, we closed the quarter with a significantly
strengthened balance sheet and are well-positioned to repay our
debt, which matures in 2014.  The success of this offering
represents an important endorsement by many existing and new
investors, and is a recognition of Vitesse?s improving strategic
position."

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

                        http://is.gd/okmrwY

                           About Vitesse

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of semiconductor
solutions for Carrier and Enterprise networks worldwide.

In October 2009, Vitesse completed a debt restructuring
transaction that resulted in the conversion of 96.7 percent of the
Company's 2024 Debentures into a combination of cash, common
stock, Series B Preferred Stock and 2014 Debentures.  With respect
to the remaining 3.3 percent of the 2024 Debentures, Vitesse
settled its obligations in cash.  Additionally, Vitesse repaid $5
million of its $30 million Senior Term Loan, the terms of which
were amended as part of the debt restructuring transactions.


VIGGLE INC: Unveils Viggle Audience Network
-------------------------------------------
Viggle has launched the Viggle Audience Network which provides
advertisers with access to an expanded audience of nearly ten
million users, including more than three million Viggle registered
users, across a grouping of companies that sit at the intersection
of TV and mobile entertainment.  Initial launch partners within
the Viggle Audience Network include Boxfish, BuddyTV, and Dijit
Media's NextGuide.

"Viggle's continued growth has prompted new and unique
opportunities not only for our dedicated users but for advertisers
to engage with them beyond our platform," said Greg Consiglio,
Viggle president and COO.  "The Viggle Audience Network will serve
as a bridge for advertisers between Vigglers and these sites'
visitors, enabling marketers to roll their campaigns out to them
simultaneously for maximum impact."

The Viggle Audience Network couples the advertising opportunities
offered by Viggle's leading second-screen platform with the reach
of these entertainment properties.  With more than three million
registered users, Viggle provides measurable and targeted fan
engagement in real-time for a highly engaged TV audience.  This
includes Viggle's recently launched iPad app, now available on the
App Store.  The network will allow Viggle to sell advertising
across partner properties in a variety of ad formats, including
video pre-rolls and takeovers, mobile display banners, and other
Interactive Advertising Bureau (IAB) mobile-optimized units.

"The Viggle Audience Network aggregates the sizeable audiences of
all of these popular second-screen properties," said Kevin Arrix,
Viggle CRO.  "Through the network, which we'll be spearheading,
we'll be able to bring scale to advertisers who are looking for
mobile, video, and engagement advertising centered around and as
an extension of their TV buys.  Today's announcement is just the
beginning and we plan to announce other partners shortly."

The initial partners represent different aspects of the second-
screen ecosystem and complement Viggle's efforts around television
loyalty.  These include partners who connect fans with information
and other fans, and other partners who assist users with the
discovery of and recommendations on TV programs.

"By partnering with Viggle, we'll be able to offer mobile
advertisers the opportunity to build a stronger relationship with
our mobile community," said Andy Liu, BuddyTV Co-Founder and CEO.
"They'll be able to connect with them when they start viewing
their favorite programs on Viggle and while they're catching up on
the latest news about those shows on BuddyTV Guide."

"We're excited to work with Viggle to bring the NextGuide
discovery and reminder experience together with Viggle check-in
and loyalty offerings," said Jeremy Toeman, Dijit Media CEO.
"Now, advertisers can reach potential audiences throughout the
experience of finding and then watching great shows on TV."

Vigglers earn real rewards by checking into and engaging with
their favorite TV shows using the free Viggle app, available for
download in the App Store or Google Play.  The Viggle app listens
to what is on TV and users get Viggle points for every minute
watched.  Members can accumulate even more points for engaging in
real-time experiences and engaging in brand advertising while
watching their favorite shows and sporting events.

Companies interested in learning more about advertising
opportunities with the Viggle Audience Network should reach out to
advertising@viggle.com.

Publishers interested in joining or receiving additional
information about the Viggle Audience Network should reach out to
business@viggle.com.

                            About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

As reported in the TCR on Oct. 22, 2012, BDO USA, LLP, in New York
City, expressed substantial doubt about Viggle's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses from operations and at
June 30, 2012, has deficiencies in working capital and equity.


WAVE SYSTEMS: Had $3.5 Million Net Loss in Second Quarter
---------------------------------------------------------
Wave Systems Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $3.49 million on $6.74 million of total net revenues for the
three months ended June 30, 2013, as compared with a net loss of
$6.52 million on $7.76 million of total net revenues for the same
period during the prior year.

For the six months ended June 30, 2013, the Company recorded a net
loss of $13.70 million on $12.53 million of total net revenues, as
compared with a net loss of $14.83 million on $14.74 million of
total net revenues for the same period a year ago.

For the 12 months ended Dec. 31, 2012, the Company incurred a net
loss of $33.96 million, as compared with a net loss of $10.79
million in 2011.

The Company's balance sheet at June 30, 2013, showed $10.28
million in total assets, $20.06 million in total liabilities and a
$9.77 million total stockholders' deficit.

"Due to our current cash position, our forecasted capital needs
over the next twelve months and beyond, the fact that we will
require additional financing and uncertainty as to whether we will
achieve our sales forecast for our products and services,
substantial doubt exists with respect to our ability to continue
as a going concern," the Company said in the filing.

KPMG LLP, in Boston Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
Wave Systems Corp. has suffered recurring losses from operations
and has an accumulated deficit that raise substantial doubt about
its ability to continue as a going concern.

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

                        http://is.gd/bPrk0j

                        About Wave Systems

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products
for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.


WIRELESS CAPITAL: Fitch Rates Class 2013-1B Notes 'BB-'
-------------------------------------------------------
Fitch Ratings has assigned the following ratings and Outlooks for
the Wireless Capital Partners, LLC secured wireless site contract
revenue notes series 2013-1 and 2013-2 transaction.

-- $95,000,000 class 2013-1A 'Asf'; Outlook Stable,
-- $31,000,000 class 2013-1B 'BB-sf'; Outlook Stable.

The following classes are being issued but are not rated by Fitch:

-- $18,000,000 class 2013-2A
-- $6,000,000 class 2013-2B

The $150 million Wireless Capital Partners, LLC notes are backed
by 425 wireless sites with 556 wireless site contracts. The
transaction is an issuance of notes backed by mortgages
representing approximately 95% of the annualized net cash flow, a
first priority perfected security interest in the personal
property associated with the mortgaged sites and a perfected
security interest in the personal property and fixtures of the
asset entities of the non-mortgaged sites. The transaction is
structured with scheduled monthly principal payments that will
amortize down the principal balance 10% by the ARD in year seven.

The ownership interest in the wireless sites consists of lease
purchase sites, easements and fee interests in land, rooftops or
other structures on which site space is allocated for placement of
tower and wireless communication equipment.

Key Rating Drivers

High Leverage: Fitch's net cash flow (NCF) on the pool is $14.0
million, implying a Fitch stressed debt service coverage ratio
(DSCR) of 1.23x. The debt multiple relative to Fitch's NCF is
8.99x, which equates to a debt yield of 11.1%.

Long-Term Easements and Lease Purchase Sites: The ownership
interests in the sites consist of 50.2% lease purchases, 49.4%
easements and 0.5% fee sites. The weighted average remaining
purchase term is 71.7 years, with 99.8% of sites having terms
greater than 15 years.

Prefunding: On the closing date, approximately 25% of the rated
proceeds were deposited into a site acquisition account to be used
by WCP to acquire additional wireless sites during the 12-month
acquisition period. Prefunding introduces uncertainty as to final
collateral characteristics. Fitch accounted for prefunding by
stressing the NCF of the prefunding component to reflect the most
conservative prefunding pool composition tests. Additionally, the
servicer of this transaction will be performing certain
recalculation of prefunding requirements outlined in the
documents.

Rating Sensitivities

Fitch performed several stress scenarios in which Fitch's NCF was
stressed. Fitch determined that a 61.3% reduction in Fitch's NCF
would cause the notes to break even at 1.0x DSCR on an interest-
only basis.

Fitch evaluated the sensitivity of the class 2013-1A ratings and a
10% decline in NCF would result in a one category downgrade to
'BBBsf', while a 16% decline would result in a downgrade to below
investment-grade. Rating sensitivity was also performed for the
class 2013-1B notes and a 9% decline in NCF would result in a one
category downgrade to 'B-sf', while a 9% decline would result in a
downgrade below 'CCCsf'. The Rating Sensitivity section in the
presale report includes a detailed explanation of additional
stresses and sensitivities.


WOODS RESTORATION: Liable for Repair Damages on Margalits' Heater
-----------------------------------------------------------------
The lawsuit BERNARD MARGALIT and SIMHA MARGALIT, Plaintiffs-
Respondents, v. WOODS RESTORATION SERVICES, LLC, Defendant/Third-
Party Plaintiff-Respondent/Cross-Appellant, and CHUBB INSURANCE
COMPANY OF NEW JERSEY, INC., Defendant-Appellant/Cross-Respondent,
v. ANZO, INC., T/A TOTAL PLUMBING AND HEATING and EVERGREEN
LANDSCAPING & NURSERY, LLC, Third-Party Defendants, Case No.
A-1057-11T1, is a damages complaint over the repair of a radiant
heat system.

The Margalits' radiant heat system leaked and damaged their home,
and made arrangements for its repair.  In July 2009, they filed a
lawsuit against Chubb Insurance Company of New Jersey, Inc., their
homeowners insurance carrier; Woods Restoration Services, LLC, the
contractor they hired to perform repair work; and two
subcontractosr hired by Woods -- basically asserting that the
repair work related to their heat system was improperly done.

The jury determined that the reasonable expenses to replace the
items damaged by Woods and its subcontracts totaled $167,600.  The
trial court entered judgment against Chubb in the amount of
$167,600, the total the jury found was reasonable to replace the
items damaged by Woods or its subcontractors.

Chubb filed an appeal from the judgment entered against it after a
jury trial, and Woods Restoration filed a cross-appeal.

On appeal, the Superior Court of New Jersey, Appellate Division,
reverses the judgment against Chubb and affirms the judgment
against Woods.

A copy of the Superior Court's July 18, 2013 Decision is available
at http://is.gd/OtCTW9from Leagle.com.

In June 2010, Woods Restoration filed a Chapter 11 petition in the
U.S. Bankruptcy Court for the District of New Jersey.

Sharon K. Galpern, Esq. -- skg@stahl-delaurentis.com -- of STAHL &
DELAURENTIS, P.C., argued the cause for respondent/cross-appellant
Woods Restoration Services, LLC.

Richard S. Nichols, Esq. -- rnichols@gkar-law.com -- of GENNETT,
KALLMANN, ANTIN & ROBINSON, P.C., argued the cause for
appellant/cross-respondent Chubb Insurance Company of New Jersey,
Inc.

Judah D. Greenblatt, Esq. -- jgreenblatt@greenblattlesser.com --
of GREENBLATT LESSER, LLP argued the cause for respondents Bernard
Margalit and Simha Margalit.


XZERES CORP: Incurs $7.6 Million Net Loss in Fiscal 2013
--------------------------------------------------------
Xzeres Corp. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$7.59 million on $4.51 million of gross revenues for the year
ended Feb. 28, 2013, as compared with a net loss of $8.60 million
on $3.96 million of gross revenues for the year ended Feb. 28,
2012.

As of Feb. 28, 2013, the Company had $3.45 million in total
assets, $6.85 million in total liabilities and a $3.40 million
total stockholders' deficit.

Silberstein Ungar, PLLC, in Bingham Farms, Michigan, issued a
"going concern" qualification on the consolidated financial
statement for the year ended Feb. 28, 2013.  The independent
auditors noted that the Company has incurred losses from
operations, has negative working capital, and is in need of
additional capital to grow its operations so that it can become
profitable.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.

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

                        http://is.gd/I3ihFU

                       About XZERES Corp.

Headquartered in Wilsonville, Oregon, XZERES Corp. designs,
develops, and markets distributed generation, wind power systems
for the small wind (2.5kW-100kW) market as well as power
management solutions.


* Fitch: Loss Rates Starting to Normalize for U.S. Auto Lenders
---------------------------------------------------------------
The largest U.S. auto lenders turned in another generally solid
credit loss performance in the second quarter, but modest year-
over-year deterioration in loss and delinquency rates signals an
inflection point in auto loan asset quality, according to Fitch
Ratings. "We expect asset quality trends to normalize later this
year and into 2014 as underwriting standards continue to ease.
Typical seasonal improvements in second-quarter auto loan payment
performance drove average loss rates lower for the largest
lenders. This reflects the normal surge in tax refunds during the
quarter. However, viewed on a year-over-year basis, average net
loss rates and 30-day delinquencies worsened modestly.

Lenders have continued to loosen underwriting terms as the U.S.
labor market began to heal somewhat and consumer confidence
metrics ticked up in the first half of the year. The Fed's April
2013 senior loan officer survey indicated that easier auto lending
terms were being offered primarily through extended maturities and
reduced loan pricing.

Strong demand for both new and used cars continues to fuel healthy
loan origination volumes. Annualized light vehicle sales have
reached a 67-month high at 15.9 million vehicles, indicating that
a robust level of loan activity is likely to continue for the
remainder of the year, particularly if macro conditions improve.

Used car values have begun to moderate somewhat as supply has
increased after years of higher new vehicle sales and lease
originations. The Mannheim Used Vehicle Value Index declined to
119.7 at the end of the second quarter, falling below the 120
level for the first time since third-quarter 2010, but the index
is still very high compared with the crisis level low of 98.0 hit
in fourth-quarter 2008.

"We expect normalization in used car values to continue, but we do
not expect values to weaken dramatically. Lower repossessions,
better alignment of manufacturer production with new vehicle
demand and improved quality of domestic auto vehicles should
offset some of the supply pressures, keeping used car values
healthy and above crisis level lows," Fitch says.

For a complete recap of second-quarter 2013 asset quality trends
for the largest U.S. auto lenders, see the special report "U.S.
Auto Asset Quality Review: 2Q13," dated Aug. 8, 2013 at
www.fitchratings.com.


* Fitch: New US Container ABS Issuance Rising, Though Risks Remain
------------------------------------------------------------------
U.S. shipping container ABS issuance continues to increase while
collateral trends are improving, though lingering risks remain,
according to Fitch Ratings in a new report.

New container deals are on pace to equal and possibly even pass
the high-water mark seen last year, with six transactions totaling
$1.7 billion so far this year (compared to nine transactions
totaling $2.5 billion for all of 2012). 'The environment has been
well-suited for new container ABS issuance as economic growth has
trudged on and other industry funding sources have been
constrained,' said Senior Director Brad Sohl.

Performance thus far has been steady, with pre- and post-crisis
container ABS transactions benefitting from higher utilization
rates. That said, there are lingering risks that warrant caution.

Advance rates on new issues have generally risen to levels Fitch
believes may not provide adequate protection under an 'A' stress.
This comes as container demand growth is expected to slow. Throw
in the yet-to-be-seen impact of shipping alliances on container
demand (P3, for instance) and there are potential challenges to
container supply and demand balance on the horizon. At the same
time, struggling shipping companies increase the risk of lessee
defaults.

'Shipping company revenues are under heavy pressure by stubbornly
low freight rates, which are elevating lessee default risks,' said
Sohl. 'Large scale lessee defaults would stress container ABS
revenue and increase storage and recovery costs.'


* Moody's Sees Extended Downturn Ahead for US Coal Producers
------------------------------------------------------------
Business conditions for US coal producers will remain depressed
through next year, Moody's Investors Service says in a new report,
and those with the strongest liquidity are best positioned to deal
with an extended period of weakness. The industry has suffered as
coal's share of US electricity production has slipped amid
historically low natural gas prices due to the shale-drilling
revolution.

"After raising substantial debt in 2010 and 2011, EBITDA has
plunged and free cash flow has turned negative," says Anna Zubets-
Anderson, Vice President-Senior Analyst. "Nevertheless, coal
companies' efforts to restructure credit lines, renegotiate
financial maintenance covenants and raise debt bolstered liquidity
and kept the industry's cumulative cash balance relatively steady,
buying some producers time."

Falling coal prices and demand reduced the industry's aggregated
EBITDA to $5.8 billion in 2012 down from $7.3 billion in 2011,
while free cash flow fell to negative $330 million from positive
$1.5 billion. The swing in operating and cash flow measures does
not yet incorporate the deterioration in prices over that period,
due to producers' substantial contracted positions.

"We expect further deterioration in the US coal industry in 2013,
with EBITDA at around $3 billion and free cash flow at negative
$900 million for the full year," Zubets-Anderson says.

Among companies, Peabody Energy currently has the strongest
liquidity, with more than $500 million in cash on hand, $1.4
billion available under its revolver and a continued ability to
generate positive free cash flows. CONSOL Energy, which has not
yet had the payoff it seeks from shale development, has $2 billion
of revolver availability and can sell assets if necessary.

Cloud Peak Energy Resources has healthy liquidity, with $280
million in cash, almost $500 million available under its revolver
and the ability to finance capital investments through internal
cash generation, but has few options in terms of asset sales.

Although Alpha Natural Resources and Arch Coal both face falling
earnings and escalating leverage, each holds roughly $1 billion in
cash and marketable securities. Alpha and Arch can weather
extended downturn more easily than others, Zubets-Anderson says,
including Walter Energy and James River Coal.

"We expect producers to continue to take actions to improve their
liquidity in the near term," says Assistant Vice President, Ben
Nelson, "including additional production curtailments to limit
cash burn, asset sales and capital market activities to add
liquidity and, in some cases, additional debt restructuring to
align balance sheets for what we expect will be a protracted
cyclical trough."


* Moody's Changes Outlook on US Coal Sector to Stable
-----------------------------------------------------
Moody's Investors Service has changed its outlook for the US coal
industry to stable from negative, the rating agency says in a new
report, "US Coal Industry Outlook Stabilizes as Business
Conditions Hit Bottom." Moody's does not expect industry
fundamentals to deteriorate further over the next 12 to 18 months,
though business conditions remain very weak.

"The stable outlook reflects our expectation that over the next
year or so coal-fired power plants will capture roughly 40% of US
electricity generation, up from 37% in 2012," says Vice President-
Senior Analyst, Anna Zubets-Anderson. "Coal inventories had fallen
to roughly 164 million short tons by July this year, so we expect
modest improvements in thermal coal production and pricing next
year."

Sustained natural gas prices will prop up demand for the thermal
coal used in power production through mid-2014 to early 2015, Anna
Zubets-Anderson says, while supply rationalization should help
stabilize prices for metallurgical coal, which is used in
steelmaking. Nonetheless, the US coal industry has little room
left to cut costs, and will earn lower EBITDA in 2013 than in 2012
due to lower prices, before EBITDA flattens in 2014.

Coal producers in the Powder River and Illinois basins will
continue to capture market share at the expense of Central
Appalachian producers, where high mining costs and competition
from natural gas will reinforce a secular decline, Moody's says.

Among companies, low-cost producers such as Cloud Peak Energy
Resources and Foresight Energy will benefit the most from higher
natural gas and thermal coal prices and higher peak-season coal
demand. Central Appalachian producers such as James River Coal, on
the other hand, will continue to see pressure on volumes and
pricing.

And companies with significant exposure to metallurgical coal,
such as Alpha Natural Resources and Walter Energy, will feel
pressure from low prices at least through next year. Producers
will generate less EBITDA from met coal in 2014 than in 2013, as
higher-priced contracts expire.


* Moody's Expects Stable Performance of Canadian Banking System
---------------------------------------------------------------
Moody's outlook for the Canadian banking system is stable, as
major banks continue to benefit from a favorable industry
structure that results in formidable barriers to entry , says
Moody's Investors Service in its latest report "Banking System
Outlook: Canada."

Moody's industry outlooks reflect the rating agency's expectations
for fundamental business conditions in the industry over the next
12 to 18 months.

"The major Canadian banks benefit from sustainable double-digit
market shares across all significant retail and commercial
financial services and products," said Moody's Vice President &
Senior Credit Officer David Beattie. "This provides them with
scale and recurring earnings power in their home market, as well
as significant efficiency advantages."

Moody's says the banks' domestic retail and commercial franchises
are very profitable, primarily owing to low-risk activities
centered on the banks' residential mortgage platforms. Compared
with their peers in other global banking systems, Canadian banks
also have leading asset quality metrics and their capital levels
are sound, reflecting very stable internal capital generation,
added the rating agency.

However, high household debt, elevated housing prices and the
impact of banks' diversification strategies outside of their
domestic retail and commercial operations represent downside risks
to the stability of the Canadian banking system, says Moody's.
Overleveraged Canadian consumers are more vulnerable to an
economic downturn and a rise in interest rates, which were factors
in Moody's downgrade of the Canadian banks in January 2013.

Moody's rates seven banks in the system that comprise 93% of the
assets in the system. The asset-weighted average long-term deposit
rating is Aa2, and the rating outlooks are all stable. The banks'
deposits and senior debt and other senior obligations continue to
benefit from Moody's assumption of government support. A new bail-
in regime for senior debt is under active consideration by
policymakers, but Moody's does not yet have sufficient information
about the government's intentions around existing senior debt to
modify its assessment of support for these securities. Moody's
therefore retains for the time being stable outlooks for the
supported senior debt and deposit ratings, but would review that
assumption in the event of developments suggesting that existing
senior debt is more likely to be included in burden-sharing in a
future recapitalization.

Earlier this year, Moody's withdrew its support assumptions for
the Canadian banks' subordinated debt ratings.


* Experts Discuss Alternatives to Chapter 11 Bankruptcy
-------------------------------------------------------
Three corporate restructuring experts see an increasing number of
distressed companies choose alternatives to filing for chapter 11
protection. The trend is especially prevalent in the middle market
where companies and their lenders have less money available to
fund a traditional chapter 11 restructuring.

"Chapter 11 no longer provides many companies a realistic
opportunity to rehabilitate and get a fresh start under the
Bankruptcy Code. Many in the insolvency community agree that it is
simply not a cost effective process," says Dan Dooley, Principal
and CEO of MorrisAnderson.

Mr. Dooley will be joined by Kay Standridge Kress, a corporate
restructuring and bankruptcy partner in the Detroit office of
Pepper Hamilton LLP, and Jeffrey Wurst, chairman of the Financial
Services, Banking, & Bankruptcy Department at Ruskin Moscou
Faltischek, P.C. on Thursday, August 15, 2013, at 11:00 a.m.,
Eastern Time, to share their observations and practice tips during
a live webinar.

Mr. Dooley, Ms. Kress and Mr. Wurst will answer two important
questions in this webinar:

     (1) What are the primary alternatives to a bankruptcy filing;
         and

     (2) Why would unsecured creditors agree to a bankruptcy
         alternative and not attempt to file an involuntary
         petition?

Visit http://bankrupt.com/webinars/for more information and to
register for the webinar.

This webinar is produced by Beard Group, Inc.  Beard Group
publishes Turnarounds & Workouts, the Troubled Company Reporter,
and the Troubled Company Prospector.  Visit
http://bankrupt.com/freetrial/for a free trial subscription to
one or more of Beard Group's corporate restructuring publications.
Beard Group also hosts the annual Distressed Investing conference
on the Monday following Thanksgiving.

Contact: Peter A. Chapman, Beard Group, Inc., (215) 945-7000.


* BOND PRICING -- For The Week From Aug. 5 to 9, 2013
-----------------------------------------------------

  Issuer Name           Ticker  Coupon Bid Price  Maturity Date
  -----------           ------  ------ ---------  -------------
AES Eastern Energy LP   AES      9.670     3.100       1/2/2029
AES Eastern Energy LP   AES      9.000     1.750       1/2/2017
AGY Holding Corp        AGYH    11.000    52.063     11/15/2014
ATP Oil & Gas Corp      ATPG    11.875     1.000       5/1/2015
ATP Oil & Gas Corp      ATPG    11.875     0.875       5/1/2015
ATP Oil & Gas Corp      ATPG    11.875     0.875       5/1/2015
Affinion Group
  Holdings Inc          AFFINI  11.625    55.430     11/15/2015
Ahern Rentals Inc       AHERN    9.250    99.800      8/15/2013
Alion Science &
  Technology Corp       ALISCI  10.250    62.812       2/1/2015
Ally Financial Inc      ALLY     8.125    99.753     11/15/2017
Ally Financial Inc      ALLY     7.250    99.501      3/15/2025
Ally Financial Inc      ALLY     7.200    99.501     10/15/2017
Ally Financial Inc      ALLY     7.500    99.501     11/15/2017
Ally Financial Inc      ALLY     7.250    99.501      4/15/2018
Ally Financial Inc      ALLY     6.900    99.875      8/15/2018
Ally Financial Inc      ALLY     7.300    99.850     12/15/2017
Ally Financial Inc      ALLY     7.250    99.501      8/15/2018
Bank of New York
  Mellon Corp/The       BK       6.100    99.800      8/15/2033
Buffalo Thunder
  Development
  Authority             BUFLO    9.375    31.875     12/15/2014
California Baptist
  Foundation            CALBAP   7.800     6.222      5/15/2015
Caterpillar Financial
  Services Corp         CAT      4.250    99.843      8/15/2013
Cengage Learning
  Acquisitions Inc      TLACQ   10.500    20.250      1/15/2015
Cengage Learning
  Acquisitions Inc      TLACQ   12.000    13.000      6/30/2019
Cengage Learning
  Acquisitions Inc      TLACQ   13.250     1.375      7/15/2015
Cengage Learning
  Acquisitions Inc      TLACQ   10.500    20.250      1/15/2015
Cengage Learning
  Acquisitions Inc      TLACQ   13.250     1.375      7/15/2015
Cengage Learning
  Holdco Inc            TLACQ   13.750     1.375      7/15/2015
Champion
  Enterprises Inc       CHB      2.750     0.375      11/1/2037
Dow Chemical Co/The     DOW      4.000    99.442      8/15/2021
Eastman Kodak Co        EK       7.000     3.100       4/1/2017
Eastman Kodak Co        EK       9.200     3.600       6/1/2021
Eastman Kodak Co        EK       9.950     2.100       7/1/2018
Energy Conversion
  Devices Inc           ENER     3.000     7.875      6/15/2013
Energy Future
  Holdings Corp         TXU      5.550    50.000     11/15/2014
Federal Home
  Loan Banks            FHLB     1.550    96.500      6/13/2023
Ferro Corp              FOE      6.500    98.750      8/15/2013
FiberTower Corp         FTWR     9.000     8.750       1/1/2016
GMX Resources Inc       GMXR     9.000    19.000       3/2/2018
GMX Resources Inc       GMXR     4.500     4.000       5/1/2015
Gasco Energy Inc        GSXN     5.500    17.000      10/5/2015
HP Enterprise
  Services LLC          HPQ      3.875    94.525      7/15/2023
Icahn Enterprises LP    IEP      4.000    99.875      8/15/2013
JPMorgan Chase & Co     JPM      2.610    99.068      8/13/2013
James River Coal Co     JRCC     4.500    35.000      12/1/2015
LBI Media Inc           LBIMED   8.500    29.125       8/1/2017
Lehman Brothers
  Holdings Inc          LEH      1.000    21.375      8/17/2014
Lehman Brothers
  Holdings Inc          LEH      1.000    21.375      8/17/2014
Lehman Brothers
  Holdings Inc          LEH      0.250    21.375      1/26/2014
Lehman Brothers
  Holdings Inc          LEH      1.250    21.375       2/6/2014
Lehman Brothers
  Holdings Inc          LEH      1.000    21.375      3/29/2014
Lehman Brothers Inc     LEH      7.500    16.500       8/1/2026
Leucadia National Corp  LUK      7.750    99.725      8/15/2013
Macy's Retail
  Holdings Inc          M        7.625    99.875      8/15/2013
Masco Corp              MAS      7.125    99.546      8/15/2013
NASDAQ OMX Group
  Inc/The               NDAQ     2.500    99.900      8/15/2013
Office Depot Inc        ODP      6.250    98.500      8/15/2013
OnCure Holdings Inc     ONCJ    11.750    48.500      5/15/2017
PMI Group Inc/The       PMI      6.000    27.500      9/15/2016
Penson Worldwide Inc    PNSN    12.500    24.125      5/15/2017
Penson Worldwide Inc    PNSN     8.000     8.500       6/1/2014
Penson Worldwide Inc    PNSN    12.500    24.125      5/15/2017
Platinum Energy
  Solutions Inc         PLATEN  14.250    57.850       3/1/2015
Powerwave
  Technologies Inc      PWAV     1.875     0.875     11/15/2024
Powerwave
  Technologies Inc      PWAV     1.875     0.875     11/15/2024
Residential
  Capital LLC           RESCAP   6.875    30.500      6/30/2015
Rite Aid Corp           RAD      6.875    99.800      8/15/2013
Savient
  Pharmaceuticals Inc   SVNT     4.750    23.297       2/1/2018
School Specialty Inc    SCHS     3.750    40.000     11/30/2026
THQ Inc                 THQI     5.000    50.500      8/15/2014
TMST Inc                THMR     8.000     9.500      5/15/2013
Terrestar Networks Inc  TSTR     6.500    10.000      6/15/2014
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     15.000    26.440       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250     7.233      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250     7.400      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.500     7.200      11/1/2016
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     15.000    26.200       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250     6.750      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.500     7.000      11/1/2016
UAL 2000-2 Pass
  Through Trust         UAL      7.762     2.008      4/29/2049
USEC Inc                USU      3.000    32.250      10/1/2014
Verso Paper Holdings
  LLC / Verso
  Paper Inc             VRS     11.375    43.929       8/1/2016
Verso Paper Holdings
  LLC / Verso
  Paper Inc             VRS      8.750    34.343       2/1/2019
WCI Communities
  Inc/Old               WCI      4.000     0.375       8/5/2023
Western Express Inc     WSTEXP  12.500    66.375      4/15/2015
Western Express Inc     WSTEXP  12.500    66.375      4/15/2015



                            *********

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., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, 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 2013.  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 $975 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 Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***