TCR_Public/130909.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, September 9, 2013, Vol. 17, No. 250


                            Headlines

ACADIA HEALTHCARE: S&P Raises Corp. Credit Rating to 'B+'
ACTIVECARE INC: Strengthens Balance Sheet with Debt Conversions
AINSWORTH LUMBER: Moody's Review 'B2' CFR After Purchase Offer
AINSWORTH LUMBER: S&P Puts 'B-' CCR on CreditWatch Positive
ALLEN PARK, MI: Bankruptcy Is Not an Option

ALLIANT TECHSYSTEMS: S&P Affirms 'BB' CCR; Outlook Stable
ALLIED SYSTEMS: Seeks Further Extension of Exclusive Periods
ALLIED SYSTEMS: Creditors, Teamsters Blast $105MM Asset Sale
ALLY FINANCIAL: Offering $750 Million Senior Notes Due 2018
ALLY FINANCIAL: Inks $750MM Underwriting Pact With Citigroup

AMERICAN AIRLINES: Says It Doesn't Owe Dewey $4.6MM in Fees
AMERICAN AIRLINES: Mich. AG Joins Suit Against $11B Merger Deal
AMERICAN APPAREL: Comparable Sales for August 2013 Increased 3%
AMERICAN MEDIA: Terminates Employment of John Swider
AMERICAN PATRIOT: Section 341(a) Meeting Set on Sept. 30

AMERICAN POWER: Marc Chalfen Held 10.7% Equity Stake at Nov. 28
AMERICAN STANDARD ENERGY: Incurs $93.7-Mil. Net Loss in 2012
ANCHOR BANCORP: Banking Bankruptcy That Takes a Different Path
ARCAPITA BANK: Hires Hire Linklaters for EuroLog Sale Negotiations
ARCAPITA BANK: Timeline Ok'd; Omnibus Hearing Reset to Sept. 19

ARCAPITA BANK: Liquidation Procs. for Non-Eligible Claimants Ok'd
ARCAPITA BANK: Seeks OK of EuroLog Assets Sale to Secret Buyer
ARISTA POWER: Incurs $853,000 Net Loss in Second Quarter
AS AMERICA INC: S&P Withdraws 'B' Corporate Credit Rating
ASPEN GROUP: Century Equity Issues Research Report

ASUZA RDA: Moody's Cuts Tax Bonds Rating to Ba2
ATLANTIC COAST: Federal Reserve OKs Appointment of Two Directors
ATOMIC PLAYPEN: Atomic Data Acquires Hosting Assets
AVID TECHNOLOGY: Requests Hearing to Stay NASDAQ Delisting
AUDIOEYE INC: Incurs $529,900 Net Loss in Second Quarter

BANK OF AMERICA: DBRS Rates Preferred Stock at 'BB'
BEAZER HOMES: Fitch Affirms 'B-' Issuer Default Rating
BIG SANDY: Files Liquidating Chapter 11 Plan
BLUE NOTE: Monarques Resources Acquires X-Ore's Four Properties
BINGO.COM LTD: Reports US$10,500 Net Income in Second Quarter

BMB MUNAI: Hires Eide Bailly a New Accountants
BOART LONGYEAR: Moody's Lowers CFR Two Notches to 'B2'
BUFFALO PARK: To Fund Plan Payments from Estate's Cash
BUILDING MATERIALS: Moody's Assigns B3 CFR & Rates Sr. Notes Caa1
BUILDING MATERIALS: S&P Assigns Prelim. 'B' CCR; Outlook Stable

BURCON NUTRASCIENCE: Incurs $1.6-Mil. Net Loss in June 30 Quarter
CAESARS ENTERTAINMENT: Bank Debt Trades at 10% Off
CARSON RDA: Moody's Confirms Ba1 Rating on Tax Allocation Bonds
CASPIAN SERVICES: Hansen Barnett Resigns as Accountants
CENGAGE LEARNING: BNY Mellon Rips Unsec. Creditors' 'Power Grab'

CIRCLE ENTERTAINMENT: Incurs $447K Net Loss in Second Quarter
COASTAL CONDOS: Has Final Approval to Hire David Rogero as Counsel
COASTAL CONDOS: Can Employ Wells Marble as Special Counsel
COLLEGE BOOK: Court Enters Order Converting Case to Chapter 7
COLOREP INC: Seeks to Employ Hilco IP as Exclusive Sales Agent

COMARCO INC: Trial Date of Kensington Litigation Set on July 28
COMMUNITY WEST: Files Form 10-Q; Earns $2.1-Mil. in 2nd Quarter
COMMUNITY FIRST: Reports $390,000 Net Income in Second Quarter
COMBIMATRIX CORP: Incurs $121,000 Net Loss in Second Quarter
COMPETITIVE TECHNOLOGIES: Tonaquint Has 892,514 Shares Warrants

CYCLONE POWER: TCA Global Agrees to Buy $2 Million Debentures
DELTA OIL & GAS: Incurs $114K Net Loss in Second Quarter
DETROIT, MI: Snyder, Dillon Subpoenaed in Bankruptcy
DIAGNOSTIC IMAGING: Incurs $68,900 Net Loss in Second Quarter
DUMA ENERGY: Terminates Employment of VP of Operations

EL FARMER: Discloses Use Terms of PR Asset's Cash Collateral
ELEPHANT TALK: Has Until Nov. 30 to Regain NYSE MKT Compliance
EMISPHERE TECHNOLOGIES: Incurs $14-Mil. Net Loss in Second Quarter
EMPIRE RESORTS: Signs New Option Agreement with EPR Properties
ENERGY FOCUS: Incurs $679,000 Net Loss in Second Quarter

ENCISION INC: Incurs $241K Net Loss in June 30 Quarter
ERBA DIAGNOSTICS: Reports $87K Net Income in Second Quarter
FONTANA RDA: Moody's Confirms Ba1 Rating on Tax Bonds
FOUNTAIN VALLEY: Moody's Confirms Ba1 Tax Bond Rating
FREESEAS INC: Issues 1.8MM Add'l Settlement Shares to Hanover

FREESEAS INC: Issues 1.6MM Add'l Settlement Shares to Hanover
FUSION TELECOMMUNICATIONS: To Buy Cloud Services Businesses
GATEHOUSE MEDIA: Has Agreement with Newcastle to File Bankruptcy
GENIUS BRANDS: Incurs $543K Net Loss in Second Quarter
GO DADDY: Moody's Keeps 'B1' CFR on News of Planned Acquisitions

GO DADDY: S&P Retains 'B' CCR Following $100MM Term Loan Add-On
GRAYMARK HEALTHCARE: Unit to Buy HCRI Assets for $39.1 Million
GREAT PLAINS: Court to Consider Stay Relief on Plan Hearing
GROWLIFE INC: Incurs $1.6-Mil. Net Loss in Second Quarter
HOVNANIAN ENTERPRISES: Royce Held 3.7% Pref. Shares at Aug. 31

HUNTER DEFENSE: Moody's Lowers CFR to 'Caa1'; Outlook Negative
HUNTER DEFENSE: S&P Lowers Corporate Credit Rating to 'CCC+'
IBAHN CORP: Seeks Bankruptcy Citing Loss of Contracts, Litigation
IN PLAY: Has to File Amended Disclosure Statement by Sept. 12
INDIAN WELLS RDA: Moody's Confirms Ba1 Tax Bonds Rating

INDUSTRY URBAN: Moody's Confirms Ba1 Tax Bonds Rating
INSPIRATION BIOPHARMACEUTICALS: Hires Hilco as IP Sales Agent
IPC INTERNATIONAL: Locks Up Final Approval For $12MM DIP
IVEDA SOLUTIONS: Incurs $1.5-Mil. Net Loss in Second Quarter
JACKSONVILLE BANCORP: Has Rights Offering of 10MM Common Shares

JEH COMPANY: Waters Vollmering Approved as Tax Accountant
JEH COMPANY: Has Interim Access to Cash Collateral Until Sept. 15
JEH COMPANY: Frost Bank Withdraws Plea to Reconsider Stay Order
JONES SODA: Incurs $95,000 Net Loss in Second Quarter
JVMW PROPERTIES: Can File Plan Through Sept. 18

KIT DIGITAL: Judge Says Ch. 11 Equity Rule Bests $15MM Claim
LIFE CARE: Gets Final OK to Use Wells Fargo's Cash Collateral
LOCATION BASED TECH: Issues $500,000 Conv. Note to David Meyers
LONGVIEW POWER: Section 341(a) Meeting Scheduled for Oct. 3
LOUISIANA PACIFIC: Ainsworth Bid Prompts Moody's Downgrade Watch

LYON WORKSPACE: Has Until Oct. 18 to File Chapter 11 Plan
MAXCOM TELECOMUNICACIONES: Banco Invex Supplements Purchase Offer
MAXCOM TELECOMUNICACIONES: First Amended Plan Filed
MCCLATCHY CO: Hai Nguyen Resigns as McClatchy Controller
MDU COMMUNICATIONS: To Be Acquired by Access Media

MILLER HEIMAN: Moody's Rates New Debt Facilities 'B2'
MIRATI THERAPEUTICS: Incurs $8-Mil. Net Loss in Second Quarter
MISSION NEW ENERGY: Incurs AU$2.2 Million Loss in Fiscal 2013
MOBILESMITH INC: Sells $200,000 Convertible Note
MONTREAL MAINE: Covington & Burling Approved as Special Counsel

MORGANS HOTEL: Kerrisdale Intends to Nominate Separate Directors
MORGANS HOTEL: To Sell $500 Million Worth of Securities
MSD PERFORMANCE: Files for Chapter 11 Bankruptcy
NAVISTAR INTERNATIONAL: Incurs $247-Mil. Net Loss in July 31 Qtr.
NAVISTAR INTERNATIONAL: GAMCO Held 6.9% Equity Stake at Sept. 5

NELSON EDUCATION: S&P Lowers CCR to 'CCC'; Outlook Negative
NEOMEDIA TECHNOLOGIES: Stockholders Elect 4 Directors
NMP GROUP: U.S. Trustee Balks at Combined Hearing on Plan
NORSE ENERGY: Siphoned Off $50-Mil. to Other Units, Creditors Say
OAKLAND RDA: Moody's Confirms Ba1 Rating on Tax Bonds

OAKLEY RDA: Moody's Keeps Ba1 Tax Bonds Rating
OIL PATCH: Seeks Conversion of Case into Chapter 7 Proceeding
ORECK CORP: Wants to Pay Carl Marks on Standard Hourly Rates
ORECK CORP: Oct. 8 Hearing on Request for Exclusivity Periods
OVERLAND STORAGE: Reports $19.6-Mil. Net Loss in Fiscal 2013

OVERSEAS SHIPHOLDING: Taps Venable as Litigation Counsel
OXYSURE SYSTEMS: Incurs $193K Net Loss in Second Quarter
PEREGRINE FINANCIAL: Imprisoned Founder Could Face Questioning
PATRIOT COAL: Peabody Objects to Oct. 1 Production Deadline
PATRIOT COAL: Files Joint Chapter 11 Plan of Reorganization

PATRIOT COAL: Incurs $99.7-Mil. Net Loss in Second Quarter
PERSONAL COMMUNICATIONS: U.S. Trustee Appoints Creditors Panel
PETALUMA CDC: Moody's Confirms Ba1 Tax Bonds Rating
PHILADELPHIA AUTHORITY: S&P Lowers Rating on 2006 Bonds to 'D'
PLATINUM PROPERTIES: Wants to Tap Thomas C. Scherer as Mediator

PRIMCOGENT SOLUTIONS: Court Denies Reconsideration Motion on Stay
PRIVATE MEDIA: Incurs EUR670,000 Net Loss in Second Quarter
PRM FAMILY: Seeks to Hire Arizona Liquor as Liquor License Broker
PRM FAMILY: Gursey Schneider Approved as Accountants
RAPID-AMERICAN: Lawrence Fitzpatrick Okayed as Future Claims Rep.

REVSTONE INDUSTRIES: Most Creditors to Get Full Payment on Claims
RICHMOND RDA: Moody's Confirms Ba1 Tax Bonds Rating
RIVERSIDE COUNTY RDA: Moody's Keeps Ba1 $726MM Debt Rating
RURAL/METRO CORP: Plan Support Agreement Approved
RURAL/METRO: Appointment of Warren H. Smith as Fee Auditor Okayed

SAN FRANCISCO RDA: Moody's Confirms Ba1 Tax Bond Rating
SAN MARCOS RDA: Moody's Confirms Ba1 Tax Bonds Rating
SANTA ROSA RDA: Moody's Confirms Ba1 Rating on Tax Bonds
SANTEE RDA: Moody's Confirms Ba1 Rating on Tax Bonds
SANUWAVE HEALTH: Appoints Life Sciences Executive to Board

SENECA GAMING: Dispute Resolution Cues Moody's to Raise CFR to B1
SILVERADO 2006-II: Moody's Supp. Indenture No Impact on Ratings
SOCKET MOBILE: Reports $43.5K Net Income in Second Quarter
SOLAR POWER: Chief Financial Officer Quits
SOUTHERN FILM: Sept. 30 Sale of Assets Approved, Bids Due Sept. 23

SOUTHERN FILM: Sept. 17 Hearing on Hendren & Malone as Counsel
SPIRE CORP: Maturity of Silicon Valley Loan Extended to Oct. 29
SR REAL ESTATE: Seeks to Employ Foley Lardner as General Counsel
SR REAL ESTATE: Files Schedules of Assets and Liabilities
STANDARD DRILLING: Incurs $913K Net Loss in Second Quarter

STOCKTON PUBLIC: Fitch Raises Revenue Bonds Ratings From 'BB+'
STREAMTRACK INC: Cancels Potential $2.5-Mil. Royalty Liability
SUPERCONDUCTOR TECHNOLOGIES: Incurs $2.4MM Net Loss in 2nd Quarter
SURGICAL CARE: Moody's Keeps B2 CFR over New Public Equity Offer
T3 MOTION: Adam Benowitz Held 11.2% Equity Stake at Aug. 16

TELIK INC: Incurs $1.4-Mil. Net Loss in Second Quarter
TITAN PHARMACEUTICALS: Wants to Discuss Probuphine with FDA
TLO LLC: Seeks Further Extension of Exclusive Periods
TNI BIOTECH: Incurs $24.7-Mil. Net Loss in Second Quarter
TRIAD GUARANTY: Ill. Regulator Slams Bid to Rush $780MM Tax Fight

TRIUS THERAPEUTICS: Three Merger-Related Suits Consolidated
VISUALANT INC: Issues 52.3 Million Series A Shares
WALTER ENERGY: S&P Lowers Corporate Credit Rating to 'B-'
WALTER ENERGY: Bank Debt Trades at 5% Off
WATERSTONE AT PANAMA: Needs Extension of Cash Collateral Use

WAVE SYSTEMS: Amends $20 Million Securities Prospectus
WEST BROMWICH: Avoids Yo-Yo Bankruptcy Curse With Solid Finances
WESTERN FUNDING: Vegas Auto Loan-Maker Files for Bankr. Protection
WESTINGHOUSE SOLAR: Inks $200,000 Securities Purchase Pact
WIRELESS RONIN: Incurs $76,000 Net Loss in Second Quarter

WORLDCOM INC: USTelecom Asks 2nd Circ. to Rehear Tax Row
YSC INC: Section 341(a) Meeting Set on October 8
ZHONE TECHNOLOGIES: Reports $1.1-Mil. Net Income in Second Quarter

* J.P. Morgan to End Student-Loan Business
* Mortgage Rates Bounce Back on Signs of a Stronger Recovery
* Bank of America Mortgage Holders Lose Bid to Sue as Group

* 24% of Homeowners in Foreclosure Process Have Equity
* Summers Faces Key "No" Votes if Picked for Fed
* A-Rod's Troubles Push Cartoon Producer to Chapter 11


                            *********

ACADIA HEALTHCARE: S&P Raises Corp. Credit Rating to 'B+'
---------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Franklin, Tenn.-based Acadia Healthcare Co. Inc.
to 'B+' from 'B-'.  The outlook is stable.

At the same time, S&P raised the issue-level rating on the
company's senior unsecured notes due 2018 and 2021 to 'B-' from
'CCC+'.  The recovery rating remains '6', indicating S&P's
expectation of negligible (0%-10%) recovery in the event of
default.

"The upgrade reflects our belief that the company will be able to
manage credit metrics that support an aggressive financial risk
profile, while pursuing an aggressive growth strategy through
acquisitions and de-novo expansion," said Standard & Poor's credit
analyst Tahira Wright.

The ratings on Acadia also continue to reflect its "weak" business
risk and "aggressive" financial risk profiles.  The weak business
risk profile incorporates potential operating and integration
challenges as Acadia continues to rapidly expand its business and
its exposure to uncertain third-party reimbursement.  The
aggressive financial risk profile reflects S&P's expectation that
debt leverage will likely range between 4x and 4.5x in 2013 and
2014.  This incorporates annual acquisition-related spending of
$240 million-$280 million, which S&P expects it to fund from a mix
of debt and equity offerings.  Acadia acquires and develops in-
patient behavioral health care facilities that include acute in-
patient psychiatric facilities, residential treatment care, and
other behavioral health care operations.

S&P's stable outlook on Acadia reflects its expectation that
management will continue to aggressively grow the company yet
still abide by a disciplined financial policy of maintaining pro
forma adjusted leverage below 5.0x.

S&P considers an upgrade to be unlikely as it expects the company
will continue to operate with credit metrics commensurate with an
"aggressive" financial risk policy.  This is a result of the
company's very ambitious growth strategy.

S&P could consider a downgrade if Acadia makes a major debt-
financed acquisition that will result in debt leverage at a
sustained level above 5x, supporting a "highly leveraged"
financial risk profile.  S&P could also lower the rating if
operations are stifled by significant reimbursement cuts, or the
failed integration of recently acquired operations results in an
EBITDA margin decline of more than 400 basis points.  This would
also result in credit metrics supportive of a highly leveraged
financial risk profile.


ACTIVECARE INC: Strengthens Balance Sheet with Debt Conversions
---------------------------------------------------------------
ActiveCare, Inc., announced the closing of an equity investment
and conversion of debt to common stock.  In connection with loan
conversion agreements and a securities purchase agreement, the
Company will issue a total of 9,256,332 shares of common stock.
This brings the total issued and outstanding shares to
approximately 19,900,000.

Numerous ActiveCare investors have converted short-term debt and
debentures totaling $6,107,240 into 8,142,999 common shares.
Furthermore, the company also closed on an equity investment of
$835,000 in exchange for 1,113,336 shares of common stock from
unrelated investors.  This is in addition to the debt conversion
and equity investment by David Derrick, CEO and Chairman of
ActiveCare announced on July 17, 2013, which now puts the total
debt conversion and equity investments this quarter to $7,385,776
and $3,070,000 respectively, totaling $10,455,776.  As of June 30,
2013, the Company's shareholders' deficit was $7,119,629.  With
the recent equity investment and debt conversions, the Company
currently has an estimated shareholder's equity of approximately
$3,000,000, a difference of over $10,000,000.

"I am pleased to announce this additional investment and debt
conversions as we continue to bolster our balance sheet,"
commented David Derrick, chairman chief executive officer of
ActiveCare.  "As our forward momentum continues to yield solid
results with ramping customer growth coinciding with record
revenue, it was now an opportune time to close on this additional
capital and debt to equity conversion as we simplify our balance
sheet and focus on maximizing shareholder value.  In a little over
one year, ActiveCare has grown quarterly revenues from $170,000 in
March of 2012 to over $4.2 million in the previous quarter
positioning ActiveCare as a leader in diabetes management."

                          About ActiveCare

South West Valley City, Utah-based ActiveCare, Inc., is organized
into three business segments based primarily on the nature of the
Company's products.  The Stains and Reagents segment is engaged in
the business of manufacturing and marketing medical diagnostic
stains, solutions and related equipment to hospitals and medical
testing labs.  The CareServices segment is engaged in the business
of developing, distributing and marketing mobile health monitoring
and concierge services to distributors and customers.  The Chronic
Illness Monitoring segment is primarily engaged in the monitoring
of diabetic patients on a real time basis.

The Company's business plan is to develop and market products for
monitoring the health of and providing assistance to mobile and
homebound seniors and the chronically ill, including those who may
require a personal assistant to check on them during the day to
ensure their safety and well being.

ActiveCare incurred a net loss of $12.36 million for the year
ended Sept. 30, 2012, compared with a net loss of $7.89 million
during the prior year.  The Company's balance sheet at June 30,
2013, showed $13.21 million in total assets, $20.33 million in
total liabilities and a $7.11 million total stockholders' deficit.

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Sept. 30, 2012, citing recurring
operating losses and an accumulated deficit which conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


AINSWORTH LUMBER: Moody's Review 'B2' CFR After Purchase Offer
--------------------------------------------------------------
Moody's Investors Service placed the B2 corporate family rating,
B2-PD probability of default rating and B2 senior secured note
rating of Ainsworth Lumber Co. Ltd.'s under review for possible
upgrade. The review has been precipitated by the company's
announcement that it has signed a definitive agreement to be
acquired by Louisiana-Pacific Corporation (Ba3). LP is the largest
oriented strandboard producer in North America.

On Review for Possible Upgrade:

Issuer: Ainsworth Lumber Co. Ltd.

  Probability of Default Rating, Placed on Review for Possible
  Upgrade, currently B2-PD

  Corporate Family Rating, Placed on Review for Possible Upgrade,
  currently B2

  Senior Secured Regular Bond/Debenture Dec 15, 2017, Placed on
  Review for Possible Upgrade, currently B2

Outlook Actions:

Issuer: Ainsworth Lumber Co. Ltd.

Outlook, Changed To Rating under Review from Stable

Ratings Rationale:

Moody's review will focus on the structural and implicit credit
support from LP; post-closing credit metrics taking into
consideration the amount of debt refinanced by LP as a result of
the change of control put; the size and pace of any cost synergies
that can be realized; and Ainsworth ability to maintain adequate
liquidity. Moody's review will also assess the pace of industry
OSB supply and demand with the recovery in the US housing market.

As contemplated by LP, Ainsworth will become a wholly owned
subsidiary of LP. LP plans to have Ainsworth's current debt (CND
379 million as June 30, 2013) remain outstanding. LP will fund any
of Ainsworth bonds that need to refinanced due to the change of
control put. The acquisition is expected to close by the end of
the year and is subject to regulatory clearances and other
customary closing conditions.

The principal methodology used in this rating was the Global Paper
and Forest Products Industry Methodology published in September
2009. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Ainsworth, headquartered in Vancouver, British Columbia, Canada,
is a manufacturer and supplier of OSB. The company owns and
operates four OSB manufacturing facilities in Canada. Ainsworth
has generated revenues of approximately $500 million over the past
twelve months (June 2013).


AINSWORTH LUMBER: S&P Puts 'B-' CCR on CreditWatch Positive
-----------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings on
Vancouver-based Ainsworth Lumber Co. Ltd., including its 'B-'
long-term corporate credit rating, on CreditWatch with positive
implications.

"The CreditWatch follows U.S.-based Louisiana-Pacific Corp.'s
announcement that it will purchase all of Ainsworth's common
shares for approximately C$3.76 per share, based on Louisiana-
Pacific's closing price," said Standard & Poor's credit analyst
Rahul Arora.  "The CreditWatch placement reflects our view of the
planned acquisition of Ainsworth's debt," Mr. Arora added.

The transaction is valued at US$1.1 billion, including the
assumption of debt less Ainsworth's estimated cash balance.
Following the close of the transaction, LP currently plans to
leave Ainsworth's existing debt outstanding.  Ainsworth's reported
debt consists of a US$315 million senior secured note (net of an
optional redemption exercised on Aug. 14, 2013) and about
US$15 million of equipment financing loans.

S&P views Ainsworth's business risk profile as "vulnerable"
reflecting its single-product focus on commodity oriented
strandboard (OSB), small geographic footprint with four operating
mills in western Canada, weak pricing power combined with very
volatile OSB prices, and efficient low-cost operations that are in
line with much larger industry peers.  S&P assess the company's
financial risk profile as "highly leveraged" reflecting a through-
the-cycle view of credit ratios, which remain very strong at the
moment given the steep increase in OSB prices earlier this year.

S&P plans to resolve the CreditWatch following the close of the
transaction, at which time it would raise the rating in-line with
LP's and subsequently withdraw the corporate credit rating on
Ainsworth.  S&P will reassess the issue-level rating on
Ainsworth's senior secured note at the close of the transaction.


ALLEN PARK, MI: Bankruptcy Is Not an Option
-------------------------------------------
CBS Local reported that the city of Allen Park has dodged the
"bankruptcy bullet."

According to the report, Joyce Parker, the city's emergency
manager says after adjustments to city employee contracts that
included wage and benefit cuts, Allen Park will avoid filing for
Chapter 9 protection. But she says more consolidation and
privatization could be in the plans.

"So we would certainly evaluate that along with some other
initiatives, even issues for opportunities for consolidation or
collaborating with other communities. That's always something that
we will consider as we move forward," says Parker, the report
cited.

She adds, "Whether it occurs or not, it really depends on whether
it's cost effective and then, secondly, whether it's something
that will provide a quality service."

Parker says, to date, the structural reform measures have saved
Allen Park $4-million -- roughly the same deficit amount the city
faced when Parker was appointed in October, the report related.

"We've been able to make substantial changes related to our
contracts, with benefits, with wages. We've also been able to
again get the millage approved, which has been a real positive,"
she says, the report further cited.


ALLIANT TECHSYSTEMS: S&P Affirms 'BB' CCR; Outlook Stable
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its long-term 'BB'
corporate credit rating on Alliant Techsystems Inc. (ATK).  The
outlook remains stable.

S&P also placed the 'BBB-' secured debt issue ratings and 'BB'
subordinated debt issue ratings on CreditWatch with negative
implications.  The '1' and '4' recovery ratings, respectively, are
unchanged.

The rating actions follow ATK's announcement that it intends to
acquire Bushnell Group Holdings Inc. (Bushnell, not rated) for
about $1 billion.  At this stage, ATK has not determined how to
permanently finance the transaction, although it has arranged a
secured acquisition facility which, together with cash on hand,
will initially finance the acquisition.

"From a business standpoint, we believe the acquisition represents
a good strategic fit and will have a modest positive impact on our
assessment of ATK's "satisfactory" business risk profile," said
credit analyst Sol Samson.  The acquisition will enhance ATK's
diversity with a broader exposure to the relatively fast-growing
sporting business and strengthen its position in that segment
(especially with the recently acquired Savage rifle product line.)

The ratings on ATK continues to reflect S&P's assessment of its
financial risk as "significant."  All along, S&P has incorporated
the company's propensity for making debt-financed acquisitions
into this assessment.  The Bushnell transaction falls within the
parameters S&P established for ATK's debt capacity.  S&P expects
the company's leverage metrics to approach the limits of its
benchmarks for "significant," but S&P also believes that ATK will
adhere to its pattern of deleveraging following acquisitions,
which will quickly reestablish a financial cushion relative to
standards for the current rating.

S&P intends to reassess the recovery prospects related to each
rung of the capital structure once we know the permanent financing
plans.  If all of the financing is secured, as it initially will
be, S&P would likely revise the recovery rating on the secured
debt to '2' from '1' and lower the secured debt ratings to 'BB+'.
S&P would also likely revise the recovery rating on the
subordinated debt to '6' from '4' and lower the issue ratings to
'B+'.

However, S&P expects ATK to use the subordinated notes for part of
the permanent financing.  The greater the proportion of
subordinated notes in the final mix, the better prospects would be
for higher recovery on the secured debt.

S&P will resolve the CreditWatch placement once ATK successfully
completes the transaction and finalizes its financing plans, which
could extend beyond S&P's usual three-month resolution horizon.


ALLIED SYSTEMS: Seeks Further Extension of Exclusive Periods
------------------------------------------------------------
Allied Systems Holdings, Inc., et al., ask the U.S. Bankruptcy
Court for the District of Delaware to further extend the period
within which they have exclusive right to file a plan through
Dec. 10, 2013, and the period within which they have exclusive
right to solicit acceptances of the plan through Feb. 10, 2014.

According to Marisa A. Terranova, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, an extension of the
exclusive periods will permit the Debtors and their creditors to
make additional progress towards resolution of the bankruptcy
cases.  If the Court were to deny the request for an extension of
the exclusive periods, it could open the door to chaos, as the
Debtors might no longer be the focal point for reorganization
negotiations and any party-in-interest could waste the Debtors'
time and resources with an ill-conceived plan, Ms. Terranova adds.

A hearing on the Debtors' request will be on Oct. 3, 2013, at 2:00
p.m. (EDT).  Objections are due Sept. 18.

Mark D. Collins, Esq., and Christopher M. Samis, Esq., at
Richards, Layton & Finger, P.A., in Wilmington, Delaware; and
Jeffrey W. Kelley, Esq., Ezra H. Cohen, Esq., Carolyn P. Richter,
Esq., Matthew R. Brooks, Esq., and Benjamin R. Carlsen, Esq., at
Troutman Sanders LLP, in Atlanta, Georgia, also represent the
Debtors.

                        About Allied Systems

BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and
Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary
petitions for Allied Systems Holdings Inc. and Allied Systems Ltd.
(Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012.
The signatories of the involuntary petitions assert claims of at
least $52.8 million for loan defaults by the two companies.

Allied Systems, through its subsidiaries, provides logistics,
distribution, and transportation services for the automotive
industry in North America.

Allied Holdings Inc. previously filed for chapter 11 protection
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31,
2005.  Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP,
represented the Debtors in the 2005 case.  Allied won confirmation
of a reorganization plan and emerged from bankruptcy in May 2007
with $265 million in first-lien debt and $50 million in second-
lien debt.

The petitioning creditors said Allied has defaulted on payments of
$57.4 million on the first lien debt and $9.6 million on the
second.  They hold $47.9 million, or about 20% of the first-lien
debt, and about $5 million, or 17%, of the second-lien obligation.
They are represented by Adam G. Landis, Esq., and Kerri K.
Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris,
Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP.

Allied Systems Holdings Inc. formally put itself and 18
subsidiaries into bankruptcy reorganization June 10, 2012,
following the filing of the involuntary Chapter 11 petition.

The Company is being advised by the law firms of Troutman Sanders,
Gowling Lafleur Henderson, and Richards Layton & Finger.

The bankruptcy court process does not include captive insurance
company Haul Insurance Limited or any of the Company's Mexican or
Bermudan subsidiaries.  The Company also announced that it intends
to seek foreign recognition of its Chapter 11 cases in Canada.

An official committee of unsecured creditors has been appointed in
the case.  The Committee consists of Pension Benefit Guaranty
Corporation, Central States Pension Fund, Teamsters National
Automobile Transporters Industry Negotiating Committee, and
General Motors LLC.  The Committee is represented by Sidley Austin
LLP.

Yucaipa Cos. has 55 percent of the senior debt and took the
position it had the right to control actions the indenture trustee
would take on behalf of debt holders.  The state court ruled in
March 2013 that the loan documents didn't allow Yucaipa to vote.

In March 2013, the bankruptcy court also gave the official
creditors' committee authority to sue Yucaipa.  The suit includes
claims that the debt held by Yucaipa should be treated as equity
or subordinated so everyone else is paid before the Los Angeles-
based owner. The judge allowed Black Diamond to participate in the
lawsuit against Yucaipa and Allied directors.


ALLIED SYSTEMS: Creditors, Teamsters Blast $105MM Asset Sale
------------------------------------------------------------
Law360 reported that the unsecured creditors of Allied Systems
Holdings Inc. and a key union on Sept. 5 objected to the bankrupt
car hauler's proposed $105 million sale to a pair of private
equity firms, saying the deal was structured as a way to liquidate
the company rather than keep its assets operating.

According to the report, in separate objections filed in Delaware
bankruptcy court, both Allied's unsecured creditors and the
Teamsters National Automobile Transporters Industry Negotiating
Committee, a body representing 31 local unions that have
collective bargaining agreements with the company, objected to the
sale.

                        About Allied Systems

BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and
Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary
petitions for Allied Systems Holdings Inc. and Allied Systems Ltd.
(Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012.
The signatories of the involuntary petitions assert claims of at
least $52.8 million for loan defaults by the two companies.

Allied Systems, through its subsidiaries, provides logistics,
distribution, and transportation services for the automotive
industry in North America.

Allied Holdings Inc. previously filed for chapter 11 protection
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31,
2005.  Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP,
represented the Debtors in the 2005 case.  Allied won confirmation
of a reorganization plan and emerged from bankruptcy in May 2007
with $265 million in first-lien debt and $50 million in second-
lien debt.

The petitioning creditors said Allied has defaulted on payments of
$57.4 million on the first lien debt and $9.6 million on the
second.  They hold $47.9 million, or about 20% of the first-lien
debt, and about $5 million, or 17%, of the second-lien obligation.
They are represented by Adam G. Landis, Esq., and Kerri K.
Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris,
Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP.

Allied Systems Holdings Inc. formally put itself and 18
subsidiaries into bankruptcy reorganization June 10, 2012,
following the filing of the involuntary Chapter 11 petition.

The Company is being advised by the law firms of Troutman Sanders,
Gowling Lafleur Henderson, and Richards Layton & Finger.

The bankruptcy court process does not include captive insurance
company Haul Insurance Limited or any of the Company's Mexican or
Bermudan subsidiaries.  The Company also announced that it intends
to seek foreign recognition of its Chapter 11 cases in Canada.

An official committee of unsecured creditors has been appointed in
the case.  The Committee consists of Pension Benefit Guaranty
Corporation, Central States Pension Fund, Teamsters National
Automobile Transporters Industry Negotiating Committee, and
General Motors LLC.  The Committee is represented by Sidley Austin
LLP.

Yucaipa Cos. has 55 percent of the senior debt and took the
position it had the right to control actions the indenture trustee
would take on behalf of debt holders.  The state court ruled in
March 2013 that the loan documents didn't allow Yucaipa to vote.

In March 2013, the bankruptcy court also gave the official
creditors' committee authority to sue Yucaipa.  The suit includes
claims that the debt held by Yucaipa should be treated as equity
or subordinated so everyone else is paid before the Los Angeles-
based owner. The judge allowed Black Diamond to participate in the
lawsuit against Yucaipa and Allied directors.


ALLY FINANCIAL: Offering $750 Million Senior Notes Due 2018
-----------------------------------------------------------
Ally Financial Inc. is offering an aggregate principal amount of
$750 million of 4.750 percent senior guaranteed notes due 2018.
The notes will mature on Sept. 10, 2018.

Interest payments on the notes will be due semi-annually, in
arrears on March 10 and September 10 each year, until maturity,
commencing on March 10, 2014.

Joint Book-Running Managers:

          Citigroup Global Markets Inc.
          Deutsche Bank Securities Inc.
          Merrill Lynch, Pierce, Fenner & Smith
          Incorporated
          RBC Capital Markets, LLC

Co-Managers:

          Credit Agricole Securities (USA) Inc.
          Lloyds Securities Inc.
          PNC Capital Markets LLC
          Scotia Capital (USA) Inc.
          SG Americas Securities, LLC
          U.S. Bancorp Investments, Inc.
          Blaylock Robert Van, LLC
          C.L. King & Associates, Inc.
          Loop Capital Markets LLC
          Mischler Financial Group, Inc.

A copy of the free writing prospectus is available at:

                       http://is.gd/3BwN5O

                       About Ally Financial

Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/--
is one of the world's largest automotive financial services
companies.  The Company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  Ally operates as a bank
holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3 percent stake.  Private equity firm Cerberus
Capital Management LP keeps 14.9 percent, while General Motors Co.
owns 6.7 percent.

Ally Financial Inc. reported net income of $1.19 billion for the
year ended Dec. 31, 2012, as compared with a net loss of $157
million during the prior year.  As of June 30, 2013, the Company
had $150.62 billion in total assets, $131.46 billion in total
liabilities and $19.16 billion in total equity.


ALLY FINANCIAL: Inks $750MM Underwriting Pact With Citigroup
------------------------------------------------------------
Ally Financial Inc. entered into an Underwriting Agreement
incorporating Ally's Underwriting Agreement Standard Provisions
(Debt Securities) with Citigroup Global Markets Inc., Deutsche
Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and RBC Capital Markets, LLC, as representatives of
the several Underwriters named therein, pursuant to which Ally
agreed to sell to the Underwriters $750,000,000 aggregate
principal amount of 4.750 percent Senior Guaranteed Notes due
2018.  The Notes will be guaranteed by Ally US LLC and IB Finance
Holding Company, LLC, each a subsidiary of Ally, on an
unsubordinated basis.  The Securities were registered pursuant to
Ally's shelf registration statement on Form S-3, which became
automatically effective on Jan. 3, 2011.

The Underwriting Agreement contains customary representations,
warranties and covenants of the Company, conditions to closing,
indemnification obligations of the Company and the Underwriters,
and termination and other customary provisions.

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

                          http://is.gd/Yk0lA5

                         About Ally Financial

Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/--
is one of the world's largest automotive financial services
companies.  The Company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  Ally operates as a bank
holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3 percent stake.  Private equity firm Cerberus
Capital Management LP keeps 14.9 percent, while General Motors Co.
owns 6.7 percent.

Ally Financial Inc. reported net income of $1.19 billion for the
year ended Dec. 31, 2012, as compared with a net loss of $157
million during the prior year.  As of June 30, 2013, the Company
had $150.62 billion in total assets, $131.46 billion in total
liabilities and $19.16 billion in total equity.


AMERICAN AIRLINES: Says It Doesn't Owe Dewey $4.6MM in Fees
-----------------------------------------------------------
Law360 reported that AMR Corp. on Sept. 5 asked a New York
bankruptcy judge to deduct $644,000 from the $4.6 million it owes
Dewey & LeBoeuf LLP for fees and expenses stemming from various
lawsuits, saying the firm wrongly used first-year associates for
some of the billed work.

According to the report, Dewey -- which was special counsel to the
debtors and itself declared bankruptcy last year -- broke an
agreement between the parties when it billed AMR for work
performed by the five associates in bankruptcy and non-bankruptcy
litigation.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.  AMR, previously the world's largest airline prior to
mergers by other airlines, is the last of the so-called U.S.
legacy airlines to seek court protection from creditors.

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

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

The Retiree Committee is represented by Jenner & Block LLP's
Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B.
Hankin, Esq.

AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a
definitive merger agreement under which the companies will combine
to create a premier global carrier, which will have an implied
combined equity value of approximately $11 billion.  The deal is
subject to clearance by U.S. and foreign regulators and by the
bankruptcy judge overseeing AMR's bankruptcy case.

In April 2013, AMR filed a Chapter 11 plan of reorganization that
will carry out the merger.  By distributing stock in the merged
airlines, the plan is designed to pay all creditors in full, with
interest.

The U.S. U.S. Department of Justice, however, has launched an
antitrust challenge to the proposed merger.

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


AMERICAN AIRLINES: Mich. AG Joins Suit Against $11B Merger Deal
---------------------------------------------------------------
Law360 reported that Michigan's attorney general on Sept. 5 joined
the antitrust suit filed by federal regulators and six other
states to block the proposed $11 billion merger between US Airways
Group Inc. and bankrupt American Airlines parent AMR Corp, saying
the deal would continue airline industry consolidation and lead to
higher fares.

According to the report, an amended complaint filed in Washington
federal court added Michigan to the list of plaintiffs trying to
ground the merger, alleging it would reduce the number of major
domestic airlines from five to four.

The antitrust suit is U.S. v. US Airways Group Inc., 13-cv-1236,
U.S. District Court, District of Columbia.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.  AMR, previously the world's largest airline prior to
mergers by other airlines, is the last of the so-called U.S.
legacy airlines to seek court protection from creditors.

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

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

The Retiree Committee is represented by Jenner & Block LLP's
Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B.
Hankin, Esq.

AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a
definitive merger agreement under which the companies will combine
to create a premier global carrier, which will have an implied
combined equity value of approximately $11 billion.  The deal is
subject to clearance by U.S. and foreign regulators and by the
bankruptcy judge overseeing AMR's bankruptcy case.

In April 2013, AMR filed a Chapter 11 plan of reorganization that
will carry out the merger.  By distributing stock in the merged
airlines, the plan is designed to pay all creditors in full, with
interest.

The U.S. U.S. Department of Justice, however, has launched an
antitrust challenge to the proposed merger.

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


AMERICAN APPAREL: Comparable Sales for August 2013 Increased 3%
---------------------------------------------------------------
American Apparel, Inc., announced preliminary sales for the month
ended Aug. 31, 2013.  On a preliminary basis, total net sales for
August 2013 were $55.7 million, a decrease of 1 percent over
August 2012.  Comparable sales for August 2013 increased 3
percent, including a 2 percent increase in comparable store sales
in the retail store channel and an 11 percent increase in net
sales in the online channel.  Wholesale net sales decreased 6
percent for the month.

"August represents our 27th consecutive month of positive
comparable store sales growth," said Dov Charney, chairman and
chief executive of American Apparel, Inc.  "The 3% comparable
sales increase in August is particularly meaningful given that we
faced a 25% increase in August last year.  We also believe the
decrease in estimated wholesale net sales was primarily a timing
difference in the placement of month end customer orders and we
expect a return to positive sales growth for the wholesale segment
in September."

According to John Luttrell, chief financial officer of American
Apparel, Inc., "As previously disclosed, we have had a difficult
time cutting over to our new distribution center in La Mirada, CA,
yet we have made major progress.  Among other things, we have
substantially fixed integration issues with information systems,
strengthened our training efforts, and made necessary personnel
changes.  We are beginning to see light at the end of this tunnel.
That being said, in the event there are further integration issues
or if there are systems related disruptions in the future, we will
most likely incur additional unanticipated costs and reduced
sales."

Dov Charney concluded, "Although we are disappointed with the lost
sales and added costs from these problems, we believe as much
today as ever before that once the transition is completed, the
new center will improve efficiency for years to come and allow us
to accelerate the growth of our retail, online and wholesale
businesses."

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

                         http://is.gd/Pn809L

                        About American Apparel

Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel.  As of September 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.

Amid liquidity problems and declining sales, American Apparel in
early 2011 reportedly tapped law firm Skadden, Arps, Slate,
Meagher & Flom and investment bank Rothschild Inc. for advice on a
restructuring.

In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being.  Under the deal, the investors
were buying 15.8 million shares of common stock at 90 cents
apiece.  The deal allows the investors to purchase additional
27.4 million shares at the same price.

The Company incurred a net loss of $37.27 million in 2012, as
compared with a net loss of $39.31 million in 2011.  The Company's
balance sheet at June 30, 2013, showed $335.32 million in total
assets, $392.67 million in total liabilities and a $57.35 million
total stockholders' deficit.

                           *     *     *

American Apparel carries a Caa1 Corporate Family Rating from
Moody's Investors Service and a 'B-' corporate credit rating from
Standard & Poor's Ratings Services.


AMERICAN MEDIA: Terminates Employment of John Swider
----------------------------------------------------
American Media Inc. on Sept. 3, 2013, divested substantially all
of its assets comprising its distribution and merchandising
businesses operated by Distribution Services, Inc., a wholly-owned
subsidiary of the the Company.  In connection with the
divestiture, John Swider will cease to be an employee of the
Company on or about Sept. 14, 2013.

John Swider is the executive vice president, operations, of
American Media, Inc., as well as the president and CEO of
Distribution Services, Inc.

                        About American Media

Based in New York, American Media, Inc., publishes celebrity
journalism and health and fitness magazines in the U.S.  These
include Star, Shape, Men's Fitness, Fit Pregnancy, Natural Health,
and The National Enquirer.  In addition to print properties, AMI
manages 14 different Web sites.  The company also owns
Distribution Services, Inc., the country's #1 in-store magazine
merchandising company.

American Media, Inc., and 15 units, including American Media
Operations, Inc., filed for Chapter 11 protection in Manhattan
(Bankr. S.D.N.Y. Case No. 10-16140) on Nov. 17, 2010, with a
prepackaged plan.  The Debtors emerged from Chapter 11
reorganization in December 2010, handing ownership to former
bondholders.  The new owners include hedge funds Avenue Capital
Group and Angelo Gordon & Co.

American Media incurred a net loss of $55.54 million on $348.52
million of total operating revenues for the fiscal year ended
March 31, 2013, as compared with net income of $22.29 million on
$386.61 million of total operating revenues for the fiscal year
ended March 31, 2012.

The Company's balance sheet at June 30, 2013, showed $593.16
million in total assets, $667.12 million in total liabilities, $3
million in redeemable noncontrolling interest and a $76.95 million
total stockholders' deficit.

                           *     *     *

As reported by the TCR on Jan. 22, 2013, Standard & Poor's Ratings
Services lowered its corporate credit rating on Boca Raton, Fla.-
based American Media Inc. to 'CCC+ ' from 'B-'.

"The downgrade conveys our expectation that continued declines in
circulation and advertising revenues will outweigh the company's
cost reductions, resulting in deteriorating operating performance,
rising debt leverage, and thinning discretionary cash flow," said
Standard & Poor's credit analyst Hal Diamond.


AMERICAN PATRIOT: Section 341(a) Meeting Set on Sept. 30
--------------------------------------------------------
A meeting of creditors in the bankruptcy case of American Patriot
Gold, LLC, will be held on Sept. 30, 2013, at 1:30 p.m. at
Houston, 515 Rusk Suite 3401.  Creditors have until Dec. 30, 2013,
to submit their proofs of claim.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

American Patriot Gold, LLC, filed a bankruptcy petition (Bankr.
S.D. Tex. Case No. 13-35334) on Aug. 30, 2013.  The petition was
signed by Rocky V. Emery as manager.  The Debtor disclosed total
assets of $25.9 million and total liabilities of $11.6 million.
Reese W. Baker, Esq., at Baker & Associates, LLP, serves as the
Debtor's counsel.


AMERICAN POWER: Marc Chalfen Held 10.7% Equity Stake at Nov. 28
---------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Allen Kahn MD Revocable Trust and Marc J. Chalfen
disclosed that as of Nov. 28, 2012, they beneficially owned
5,031,250 shares of common stock of American Power Group
Corporation representing 10.7 percent of the shares outstanding.
A copy of the regulatory filing is available for free at:

                         http://is.gd/xUTc8Y

                      About American Power Group

American Power Group's alternative energy subsidiary, American
Power Group, Inc., provides a cost-effective patented Turbocharged
Natural GasTM conversion technology for vehicular, stationary and
off-road mobile diesel engines.  American Power Group's dual fuel
technology is a unique non-invasive energy enhancement system that
converts existing diesel engines into more efficient and
environmentally friendly engines that have the flexibility to run
on: (1) diesel fuel and liquefied natural gas; (2) diesel fuel and
compressed natural gas; (3) diesel fuel and pipeline or well-head
gas; and (4) diesel fuel and bio-methane, with the flexibility to
return to 100 percent diesel fuel operation at any time.  The
proprietary technology seamlessly displaces up to 80% of the
normal diesel fuel consumption with the average displacement
ranging from 40 percent to 65 percent.  The energized fuel balance
is maintained with a proprietary read-only electronic controller
system ensuring the engines operate at original equipment
manufacturers' specified temperatures and pressures.  Installation
on a wide variety of engine models and end-market applications
require no engine modifications unlike the more expensive invasive
fuel-injected systems in the market. See additional information at
www.americanpowergroupinc.com.

American Power incurred a net loss available to common
shareholders of $14.66 million for the year ended Sept. 30, 2012,
compared with a net loss available to common shareholders of $6.81
million during the prior year.  The Company's balance sheet at
June 30, 2013, showed $10.51 million in total assets, $4.01
million in total liabilities, all current, and $6.49 million in
stockholders' equity.


AMERICAN STANDARD ENERGY: Incurs $93.7-Mil. Net Loss in 2012
------------------------------------------------------------
American Standard Energy Corp. filed with the U.S. Securities and
Exchange Commission on Aug. 13, 2013, its annual report on Form
10-K for the fiscal year ended Dec. 31, 2012.

BDO USA, LLP, in Houston, Texas, expressed substantial doubt about
American Standard Energy's ability to continue as a going concern,
citing the Company's recurring losses from operations, working
capital deficiency and limited cash resources.

The Company reported a net loss of $93.74 million on
$19.74 million of total revenues in 2012, compared with a net loss
of $13.67 million on $9.80 million of total revenues in 2011.

"General and administrative ("G&A") expenses were $37,976,747 for
the year ended Dec. 31, 2012, an increase of $21,589,114 (132%)
from $16,387,633 for the year ended Dec. 31, 2011.  The primary
factor for the increase in G&A expenses was the recognition of
$33,805,391 in non-cash stock based compensation expense compared
to $10,622,904 for the prior year.  The increase was offset by
lower G&A expense due to no penalties accruing related to
registration obligations which was $2,019,943 for the year ended
Dec. 31, 2011.

"Impairment expense for the year ended Dec. 31, 2012, was
$28,640,726 compared to $1,027,552 for the year ended Dec. 31,
2011.  The Company impaired $2,268,528 related to its unproved
leaseholds for the year ended Dec. 31, 2012.  The impairment
consisted of several expired leases and an estimate of leases
where expiration is probable in the foreseeable future.  In
addition to the unproved property impairment, the Company impaired
approximately $26,372,198 of its proved properties as the carrying
value of the properties was higher than the estimated fair value
at Dec. 31, 2012.

"Other income (expense) increased to ($15,677,549) for the year
ended Dec. 31, 2012, from ($2,265,189) at Dec. 31, 2011."

The Company's balance sheet at Dec. 31, 2012, showed
$129.46 million in total assets, $45.67 million in total
liabilities, and shareholders' equity of $83.79 million.

A copy of the Form 10-K is available at http://is.gd/2HQ4iZ

Scottsdale, Ariz.-based American Standard Energy Corp. is an
independent oil and natural gas production company engaged in the
acquisition and development of leaseholds of oil and natural gas
properties.  The Company's leasehold acreage is located in the
Permian Basin of West Texas and Eastern New Mexico, the Eagle Ford
Shale Formation of South Texas, the Bakken Shale Formation in
North Dakota, the Niobrara Shale Formation of Wyoming and
Nebraska, the Eagle Bine Shale Formation in South East Texas, and
the Gulf Coast of South Texas.


ANCHOR BANCORP: Banking Bankruptcy That Takes a Different Path
--------------------------------------------------------------
Stephen J. Lubben, writing for The New York Times' DealBook,
reported that when a bank holding company files for bankruptcy, it
usually occurs after the Federal Deposit Insurance Corporation has
taken away its banking subsidiary. In such a Chapter 11 case, the
only thing left for the company to do is marshal the assets --
including a typically large tax refund -- and pay out the results
to creditors before liquidating. Washington Mutual provides the
most obvious example of this basic model.

But a small bank holding company in Wisconsin is following a
different model, the report said.  The company, Anchor BanCorp
Wisconsin, plans to use Chapter 11 to recapitalize rather than
liquidate. And it filed for Chapter 11 before its bank,
AnchorBank, was taken over by regulators. Indeed, it hopes that
its Chapter 11 case will avoid such a takeover.

During the financial crisis, the holding company received more
than $100 million from the federal Troubled Asset Relief Program,
the report recalled. But it was still wobbly, and faced the
prospect of losing its bank.

By filing for Chapter 11, it could take three crucial steps, the
report said. First, it would be able to pay off more than $180
million in debt owed to other banks for just $49 million.

Second, it could convert the United States Treasury's preferred
stock -- received as part of the TARP bailout -- into a small
equity stake, worth about $6 million, in the holding company, the
report added.  As a result, the Treasury Department would realize
a loss on its TARP investment, though that is a relatively small
piece of that program.

And most important, Anchor said it would cancel its existing
shares and sell the remaining new equity to investors, leading to
the recapitalization of the holding company, the report further
related.

                      About Anchor Bancorp

Madison, Wisconsin-based Anchor BanCorp Wisconsin Inc. sought
protection under Chapter 11 of the Bankruptcy Code on Aug. 12,
2013 (Case No. 13-14003, Bankr. W.D. Wis.) to implement a
"pre-packaged" plan of reorganization in order to facilitate the
restructuring of the Company and the recapitalization of
AnchorBank, fsb, a wholly-owned subsidiary of the Company.

As of March 31, 2013, the Debtor listed total assets of
$2,367,583,000 and total liabilities of $2,427,447,000.  Chief
Judge Robert D. Martin oversees the Chapter 11 case.  The Debtor
is represented by Kerkman Dunn Sweet DeMarb as lead bankruptcy
counsel and Skadden, Arps, Slate, Meagher & Flom LLP, as special
counsel.  CohnReznick LLP serves as the Debtor's financial
advisor.

Anchor BanCorp is a registered savings and loan holding company
incorporated under the laws of the State of Wisconsin.  The
Company is engaged in the savings and loan business through its
wholly owned banking subsidiary, AnchorBank, fsb.

Anchor BanCorp and its wholly-owned subsidiaries, AnchorBank FSB,
each consented to the issuance of an Order to Cease and Desist by
the Office of Thrift Supervision.  The Corporation and the Bank
continue to diligently work with their financial and professional
advisors in seeking qualified sources of outside capital, and in
achieving compliance with the requirements of the Orders.

In connection with the Plan, the Company has entered into
definitive stock purchase agreements with institutional and other
private investors as part of a $175 million recapitalization of
the institution.  No new investor will own in excess of 9.9
percent of the common equity of the recapitalized Holding Company.

The reorganization filing includes only Anchor BanCorp, the
holding company for the Bank, allowing the Bank to remain outside
of bankruptcy and to continue normal operations.  The Bank
operates 55 offices throughout Wisconsin.  Operations at the Bank
will continue as usual throughout the reorganization process.


ARCAPITA BANK: Hires Hire Linklaters for EuroLog Sale Negotiations
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has approved Arcapita Bank B.S.C.(c), et al.'s supplemental
application for authorization to modify and expand the terms of
retention of Linklaters LLP as special counsel to the Debtors to
include services provided in connection with negotiations for the
sale of the assets of the EuroLog Affiliates, effective July 15,
2013.

Upon the occurrence of the Plan's Effective Date, RA Holding Corp.
and RA Holdco 2 LLC will accede to the Supplemental Engagement
Letter and will assume any liability of the Debtors under the
Supplemental Engagement Letter for the Linklaters Fees, at which
time payment of the Linklaters Fees will not be subject to
approval by the Court pursuant to the Bankruptcy Code, Bankruptcy
Rules, Local Rules or any order of the Court.

As reported in the TCR on Aug. 21, 2013, the Court approved
Linklaters' original employment application pursuant to an order
entered on May 17, 2012.  As set forth in the Original
Application, the Debtors retained Linklaters to, among
other things, assist with international nonbankruptcy matters and
to advise the Debtors with respect to their investments in various
portfolio companies.

Specifically, the EuroLog Affiliates have agreed to provide a
retainer to Linklaters in the amount of GBP400,000, and the
parties have agreed that the Debtors will be liable for legal
expenses relating to (i) any internal corporate approvals required
by the Debtors or their affiliates to execute the EuroLog Sale and
(ii) the Debtors' bankruptcy proceedings.  Under the terms of the
Supplemental Engagement Letter, the Debtors will not be directly
liable for Linklaters' other fees except in the case of an
"Arcapita Abort Event" (for instance, if the Debtors or the
EuroLog Affiliates withdraw from the EuroLog Sale), under the
terms and conditions set forth in the Supplemental Engagement
Letter.  Even in the case of an Arcapita Abort Event, the
Purchaser has agreed that it will still be liable for any amount
of the Linklaters Fees attributable to additional due diligence by
Linklaters.

Moreover, any liability of the Debtors for the Linklaters Fees
will be assumed by RA Holding Corp. and RA Holdco 2 LLC on or
around the time of the Effective Date of the Plan.  Therefore, the
only situation in which the Debtors would be directly responsible
for paying the entire amount of the Linklaters Fees would be if
(a) an Arcapita Abort Event occurred and (b) the Plan's Effective
Date has not occurred.

Linklaters intends to (a) charge for its legal services on an
hourly basis in accordance with its ordinary and customary
hourly rates in effect on the date services are rendered and (b)
seek reimbursement of actual and necessary out-of-pocket expenses.
The applicable hourly billable rates for the EuroLog Services to
be rendered are:

i. London Rates (GBP)

    Partner                    GBP750
    Counsel                       650
    Managing Associate            600
    A2                            500
    A1                            400
    Trainee                       275

ii. European Rates (Euro)

                        Poland  Spain  Germany  France  Luxembourg
                        ------  -----  -------  ------  ----------
    Partner             EUR570 EUR710   EUR710  EUR750      EUR750
    Managing Associate/
    Counsel                425    625      600     600         600
    Associate              315    475      475     475         475

                        About Arcapita Bank

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

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

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

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

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

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

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

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

As reported in the TCR on Jun 19, 2013, the Bankruptcy Court for
the Southern District of New York entered its Findings of Fact,
Conclusions of Law, and Order confirming the Second Amended Joint
Chapter 11 Plan of Reorganization of Arcapita Bank B.S.C.(c) and
Related Debtors with respect to teach Debtor other than Falcon Gas
Storage Company, Inc.

A copy of the Confirmed Second Amended Joint Plan (With First
Technical Modifications) is available at:

          http://bankrupt.com/misc/arcapita.doc1265.pdf


ARCAPITA BANK: Timeline Ok'd; Omnibus Hearing Reset to Sept. 19
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
the timeline with respect to the implementation of the confirmed
Chapter 11 plan of reorganization of Arcapita Bank B.S.C.(c) and
its affiliate debtors, to achieve an Effective Date of Sept. 17,
2013:

* Sept. 9, 2013  - Debtors and their subsidiaries to conduct the
                   requisite board meetings (or similar
                   authorizing actions) necessary to approve
                   consummation of the Plan transactions.

* Sept. 10, 2013 - pursuant to Section 2.4(b) of the Master
                   Murabaha Agreement, Debtors to provide notice
                   to the Exit Facility Arranger of the closing of
                   the Exit Facility on the Effective Date.

* Sept. 11, 2013 - Debtors to advise share registrar of Arcapita
                   Bank to take all actions necessary to effect
                   transfers of Arcapita Bank shares from existing
                   shareholders to one or more subsidiaries of RA
                   Holding Corp., with such transfers to be
                   effective as of the Effective Date.

* Sept. 12, 2013 - Debtors to initiate all actions necessary to
                   implement the Plan in the Cayman Islands,
                   including the merger of certain Cayman
                   subsidiaries of Arcapita Bank contemplated by
                   the Plan, with such actions to be effective as
                   of the Effective Date.

* Sept. 12, 2013 - Debtors and newly formed entities to execute
                   substantially all of the Plan implementation
                   documents (other than the financing documents
                   governed by UK law which will be executed on
                   the Effective Date), to be delivered and
                   effective as of the Effective Date.

* Sept. 17, 2013 - Effective Date.

On the satisfaction of each of the above deadlines, the Debtors
will provide the Committee with written notice confirming that
such obligations have been fulfilled.  If any of the foregoing
deadlines is not met, the Committee or the Debtors may request the
Court to conduct a chambers conference to discuss the status of
the Effective Date and actions necessary to accomplish the
Effective Date, including any relief that may be requested from
the Court.

If such chambers conference concludes without final resolution of
any dispute, the Committee or the Debtors may file with the Court
any motion or other request for relief related to the Effective
Date that such party believes is appropriate.  Such motion or
other request will be set for hearing on an expedited basis on
Sept. 19, 2013, at 2:30 p.m. or at such other date and time as
ordered by the Court at the chambers conference. Filing and
briefing schedules related to any such motion shall be set by the
Court at the chambers conference.

The omnibus hearing previously scheduled for Sept. 17, 2013, is
hereby rescheduled to Sept. 19, 2013, at 2:30 p.m.

As used in this Order, the term Debtors does not include Falcon
Gas Storage Company, Inc., whose Chapter 11 case is also being
jointly administered under case number 12-11076.

                        About Arcapita Bank

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

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

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

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

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

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

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

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

As reported in the TCR on Jun 19, 2013, the Bankruptcy Court for
the Southern District of New York entered its Findings of Fact,
Conclusions of Law, and Order confirming the Second Amended Joint
Chapter 11 Plan of Reorganization of Arcapita Bank B.S.C.(c) and
Related Debtors with respect to teach Debtor other than Falcon Gas
Storage Company, Inc.

A copy of the Confirmed Second Amended Joint Plan (With First
Technical Modifications) is available at:

          http://bankrupt.com/misc/arcapita.doc1265.pdf


ARCAPITA BANK: Liquidation Procs. for Non-Eligible Claimants Ok'd
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
confirmed in an order entered Sept. 6, 2013, Arcapita Bank
B.S.C.(c), et al.'s authority to implement liquidation procedures,
pursuant to the Debtors' confirmed Chapter 11 Plan of
Reorganization for securities that must be liquidated pursuant to
the Plan because they are distributable to Claimants who are not
eligible to receive such Securities.

As reported in the TCR on Aug. 21, 2013, as defined in the Plan,
Non-Eligible Claimants are those Claimants who are not any of the
following: (i) a Qualified Purchaser, (ii) a Knowledgeable
Employee, or (iii) a Non-U.S. Person.  Accordingly, the Plan
provides that if a Non-Eligible Claimant is entitled to receive
Securities, those Securities "shall be liquidated," and the
applicable Non-Eligible Claimant "shall receive the proceeds
thereof in lieu of any other Distribution."

The Debtors believe that most, if not all, of the Non-Eligible
Claimants will hold small Claims in Class 5(a).  The Debtors have
determined that because the Securities will be issued over an
extended course of time pursuant to Section 8.3 of the Plan, the
costs of liquidating the Securities that would otherwise be
distributed to Non-Eligible Claimants (the "Non-Eligible
Securities") through seriatim sales of relatively small batches of
Non-Eligible Securities will be disproportionate to the proceeds
that can be realized from such sales.  Accordingly, the Debtors
believe that they should be authorized to liquidate the Non-
Eligible Securities that would otherwise be distributable to
Holders of Claims in Class 5(a) by providing the Non-Eligible
Claimants in Class 5(a) with a recovery that is consistent with
the recovery provided to other Holders of Class 5(a) Claims that
made the Convenience Class Election.

Given the expected costs of liquidating the Non-Eligible
Securities, the Debtors propose to treat Non-Eligible Claimants in
Class 5(a) whose aggregate Allowed Class 5(a) Claims are less than
or equal to $160,000 as if they had made the Convenience Class
Election (the "Deemed Convenience Class Treatment").

Because of securities regulations and the costs associated with
liquidating the Securities pursuant to a formal auction, the
Debtors further propose to provide the Deemed Convenience Class
Treatment to all other Non-Eligible Claimants with Claims in Class
5(a) unless they choose to opt-out of such treatment on a
"securities eligibility form," which will be sent to all Holders
of Claims and Interests entitled to receive Securities pursuant to
the Plan.  In other words, the Debtors propose to pay each Non-
Eligible Claimant receiving the Deemed Convenience Class Treatment
in Cash in an amount equal to the lesser of (i) 50% of the
aggregate sum of such Non-Eligible Claimant's Allowed
Class 5(a) Claims, or (ii) $12,500.

                        About Arcapita Bank

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

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

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

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

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

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

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

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

As reported in the TCR on Jun 19, 2013, the Bankruptcy Court for
the Southern District of New York entered its Findings of Fact,
Conclusions of Law, and Order confirming the Second Amended Joint
Chapter 11 Plan of Reorganization of Arcapita Bank B.S.C.(c) and
Related Debtors with respect to teach Debtor other than Falcon Gas
Storage Company, Inc.

A copy of the Confirmed Second Amended Joint Plan (With First
Technical Modifications) is available at:

          http://bankrupt.com/misc/arcapita.doc1265.pdf


ARCAPITA BANK: Seeks OK of EuroLog Assets Sale to Secret Buyer
--------------------------------------------------------------
Arcapita Bank B.S.C.(c), and its affiliate debtors ask the U.S.
Bankruptcy Court for the Southern District of New York to
authorize the Debtors to take actions, incur obligations, and
provide the consents necessary or appropriate to authorize,
approve, and facilitate the sale by certain indirect non-Debtor
subsidiaries identified as the EuroLog Affiliates of their
interests in a group of companies that own and operate a variety
of warehousing assets located throughout Europe pursuant to a
Share Purchase Agreement dated as of Sept. 4, 2013.

According to the Debtors, the purchaser is an affiliate of a
leading global private investment firm with in excess of
$50 billion of capital under management.  The Official Committee
of Unsecured Creditors and the Joint Provisional Liquidators of
Debtor Arcapita Investments Holdings Limited ("AIHL") have been
made aware of the identity of the purchaser.

Furthermore, the Debtors seek confirmation that on the
Effective Date, New Arcapita Holdco 2 will assume all of the
Debtors' obligations under the SPA and any related agreements,
consistent with the terms therein.  The Debtors also seek
authorization for New Arcapita Holdco 2 to assume, as of the
Effective Date and subject to ratification by New Arcapita
Holdco 2, all of the Guaranteed Obligations (as defined in the
SPA), including those of Arcapita Bank that existed prior to the
Effective Date.  Additionally, the Debtors request that the Court
approve the Sale based on the process that has already taken
place and, to the extent they are applicable to the Sale, exempt
the EuroLog Assets from further compliance with the Disposition
Procedures (governing the disposition of the Debtors' investments
as set forth in the Cooperation Settlement Term Sheet, attached as
Annex 8 to the Notice of Filing of Plan Supplement Documents)
following the Effective Date, subject to the occurrence of the
Sale's closing.

According to papers filed with the Court, the Debtors have agreed,
subject to Court approval, to sell the EuroLog Assets to the
Purchaser pursuant to the SPA.  "The EuroLog Assets have been
marketed extensively including pursuant to an initial public
offering that was launched with the approval of this Court on Oct.
9, 2012, but ultimately withdrawn," the Debtors tell the Court.

A summary of the essential terms of the Sale is available at:

           http://bankrupt.com/misc/arcapita.doc1481.pdf

The hearing to consider the motion will take place on Sept. 23,
2013 at 11:30 a.m.  Any responses or objections to the Motion will
be filed electronically with the Court so as to be received no
later than Sept. 17, 2013 at 12:00 p.m.

                        About Arcapita Bank

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

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

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

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

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

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

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

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

As reported in the TCR on Jun 19, 2013, the Bankruptcy Court for
the Southern District of New York entered its Findings of Fact,
Conclusions of Law, and Order confirming the Second Amended Joint
Chapter 11 Plan of Reorganization of Arcapita Bank B.S.C.(c) and
Related Debtors with respect to teach Debtor other than Falcon Gas
Storage Company, Inc.

A copy of the Confirmed Second Amended Joint Plan (With First
Technical Modifications) is available at:

          http://bankrupt.com/misc/arcapita.doc1265.pdf


ARISTA POWER: Incurs $853,000 Net Loss in Second Quarter
--------------------------------------------------------
Arista Power, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $853,000 on $328,617 of sales for the
three months ended June 30, 2013, compared with a net loss of
$1.01 million on $639,810 of sales for the same period last year.

The Company reported a net loss of $2.03 million on $437,260 of
sales for the six months ended June 30, 2013, compared with a net
loss of $1.84 million on $950,984 of sales for the comparable
period of 2012.

The Company's balance sheet at June 30, 2013, showed $2.54 million
in total assets, $3.11 million in total liabilities, and a
stockholders' deficit of $571,126.

"The financial statements have been prepared assuming that the
Company will continue as a going concern.  Since its formation,
the Company utilized funds generated from private placement
offerings and debt to fund its product development and operations
and has incurred a cumulative net loss of $25,789,328.  The
recurring losses from operations to date raise substantial doubt
about the Company's ability to continue as a going concern."

A copy of the Form 10-Q is available at http://is.gd/as8C8I

Rochester, N.Y.-based Arista Power, Inc., is a developer,
manufacturer, and supplier of custom-designed power management
systems, renewable energy storage systems, and a supplier and
designer of solar energy systems.


AS AMERICA INC: S&P Withdraws 'B' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its 'B'
corporate credit and 'B-' issue-level ratings on AS America Inc.

Following the acquisition of AS America Inc. by LIXIL Corp.
(unrated) and the September redemption in full of the remaining
principal amount of the company's outstanding 10.75% senior
secured notes due 2016, S&P no longer rates any of AS America
Inc.'s debt.  S&P is withdrawing the corporate credit and issue-
level ratings on AS America at the request of the company.


ASPEN GROUP: Century Equity Issues Research Report
--------------------------------------------------
Century Equity Research issued a research report on Aspen Group,
Inc., dated Sept. 3, 2013.  The opinions contained in the research
report are those of the author and not Aspen Group.

"The summer season is generally weaker for enrollments so the
financial performance for the 1st quarter of FY2014 ending
7/31/2013 is expected to be lower sequentially," the report
states.

A full-text copy of the research report is available for free at:

                        http://is.gd/NabsHA

                         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.


ASUZA RDA: Moody's Cuts Tax Bonds Rating to Ba2
-----------------------------------------------
Moody's Investors Service has downgraded to Ba2 the rating of the
Successor Agency to the City of Azusa Redevelopment Agency's (CA)
Tax Allocation Refunding Bonds, Series 2005A and Tax Allocation
Refunding bonds, Series 2003A. The bonds are secured by a pledge
of tax increment revenues from the agency's redevelopment project
area. For purposes of this analysis, the cash flow is consistent
with the tax revenue allocation process under AB 1x26
notwithstanding the original indenture that prescribes the Series
2005A and Series 2003A bonds as senior to several series of
subordinate lien debt service.

Ratings Rationale:

The downgrade to Ba2 from Ba1 reflects the weak coverage ratios
for the agency's entire debt service payments net of all pass-
through obligations, notwithstanding the relative strengths of the
project area's size, diversity of taxpayers, and solid total
assessed value to incremental value. The project area's coverage
of both senior and subordinate bonds, net of all pass-through
payments, for the first payment period in calendar year 2013 is a
very weak 0.88 times and a modest 1.58 times in the second payment
period for the same calendar year. Moody's notes that the city has
been approved by the state to reserve excess funding in the second
payment period to make debt service payments in the first payment
period where coverage falls below sum-sufficient. Moody's
anticipates the city will continue this practice for sum-
sufficient coverage in the first payment period throughout the
maturity of the bonds. Importantly, however, is the state
legislature's willingness to modify the cash flows available for
bond debt service and/or the city's reserve mechanism for debt
service as a considerable source of uncertainty and a major factor
in the downgrade. As a credit strength, the project area is of
good size and features a somewhat diverse and stable mix of
taxpayers. The project area also has solid total assessed value
(AV) to incremental AV at 78.6% in fiscal 2013, comparable to the
80% threshold outlined in Moody's February special comment. The
city's wealth indicators are somewhat below national averages and
have been factored into the current rating.

Under AB X1 26 and AB 1484, the statutes that dissolved all
California redevelopment agencies, tax increment revenue is placed
in trust with the County auditor, who makes semi-annual
distributions of funds sufficient to pay debt service on tax
allocation bonds, including other obligations.

Strengths

- Large project area

- Assessed value expected to increase

Challenges

- Large amount of debt outstanding

- Below 2x coverage in each payment period

What could move the rating UP

- Significant and sustained increase in assessed valuation

- Increased debt service coverage in each payment period

What could move the rating-DOWN

- Erosion of semi-annual debt service coverage

- Protracted assessed value decline

The principal methodology used in this rating was Moody's Analytic
Approach To Rating California Tax Allocation Bonds published in
December 2003.


ATLANTIC COAST: Federal Reserve OKs Appointment of Two Directors
----------------------------------------------------------------
The Federal Reserve Bank of Atlanta notified Atlantic Coast
Financial Corporation that it did not have any objection to the
appointments of Kevin G. Champagne and John J. Dolan as directors
of the Company.  Messrs. Champagne and Dolan began their service
as directors of the Company effective Aug. 30, 2013.  Messrs.
Champagne and Dolan were elected to the board of directors by
stockholders at the Company's annual meeting on Aug. 16, 2013.  As
a result of the appointment of the two new directors, Messrs.
Thomas F. Beeckler's and Charles E. Martin's service on the board
has ended.

The stockholders also elected Mr. Dave Bhasin to the board of
directors of the Company at the annual meeting on Aug. 16, 2013.
The Federal Reserve Bank of Atlanta has not completed its review
of Mr. Bhasin and his appointment as a director remains subject to
the Federal Reserve Bank of Atlanta's non-objection.

Also on Aug. 30, 2013, the board of directors of the Company
appointed Messrs. Champagne and Dolan to the Audit Committee
naming Mr. Dolan as Chairman and designating Mr. Champagne as the
Audit Committee Financial Expert.  As a result of the appointment
of an Audit Committee Financial Expert, the Company has regained
compliance with Nasdaq Rule 5605(c)(2)(A) regarding the
composition of its Audit Committee.

                        About Atlantic Coast

Jacksonville, Florida-based Atlantic Coast Financial Corporation
is the holding company for Atlantic Coast Bank, a federally
chartered and insured stock savings bank.  It is a community-
oriented financial institution serving northeastern Florida and
southeastern Georgia markets through 12 locations, with a focus on
the Jacksonville metropolitan area.

The Company reported a net loss of $6.66 million on $33.50 million
of total interest and dividend income for the year ended Dec. 31,
2012, as compared with a net loss of $10.28 million on $38.28
million of total interest and dividend income in 2011.

The Company's balance sheet at June 30, 2013, showed $742.19
million in total assets, $711.02 million in total liabilities and
$31.16 million in total stockholders' equity.

McGladrey LLP, in Jacksonville, 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 suffered recurring losses from operations that have
adversely impacted capital at Atlantic Coast Bank.  The failure to
comply with the regulatory consent order may result in Atlantic
Coast Bank being deemed undercapitalized for purposes of the
consent order and additional corrective actions being imposed that
could adversely impact the Company's operations.  This raises
substantial doubt about the Company's ability to continue as a
going concern.


ATOMIC PLAYPEN: Atomic Data Acquires Hosting Assets
---------------------------------------------------
Atomic Data, LLC on Sept. 5 disclosed that it has purchased the
hosting platform used by corporate clients of the recently
bankrupt Atomic Playpen.  The bankruptcy and purchase of assets
follows a legal dispute between Atomic Data and Atomic Playpen
over the use of the name "Atomic", which Atomic Data has utilized
for more than ten years.

Atomic Playpen recently began to operate under the name "Atomic,"
which led to market confusion.  This confusion in the marketplace
led to litigation between Atomic Data and Atomic Playpen.  Atomic
Data secured a favorable settlement to the dispute in July of
2013.  Shortly after the conclusion of litigation, Atomic Playpen
unexpectedly closed its doors.

Upon hearing of the closure, Atomic Data CEO and co-founder
Jim Wolford expressed regret that Atomic Playpen's clients would
now, "be left without a solution for hosting needs".  As a digital
agency, Atomic Playpen and its clients relied heavily on IT
infrastructure to host, develop, and support their work--the kind
of infrastructure that Atomic Data has specialized in since 2001.
Being perfectly suited to keep their clients' critical
infrastructure up and running, Atomic Data took an active role in
the bankruptcy process and bought all hosting related assets from
the bankruptcy estate of Atomic Playpen.

All 17 of Atomic Playpen's former corporate hosting clients have
since chosen to transition to Atomic Data for their cloud hosting
needs.

                        About Atomic Data

Privately held Atomic Data, founded in 2001, provides data center
colocation, private cloud solutions, private enterprise networks,
24 x 7 NOC and Service Desk support, voice solutions, and
Microsoft development and hosting solutions for customers large
and small throughout the globe.


AVID TECHNOLOGY: Requests Hearing to Stay NASDAQ Delisting
----------------------------------------------------------
Avid Technology, Inc. on Sept. 5 disclosed that on August 29, 2013
it received a letter from the staff of the Listing Qualifications
Department of The NASDAQ Stock Market LLC indicating that unless
the Company requests a hearing before the NASDAQ Listing
Qualifications Panel by September 5, 2013, the Company's common
stock would be subject to delisting based upon its non-compliance
with NASDAQ's filing requirement, as set forth in Listing Rule
5250(c)(1).  The Staff's determination letter was issued in
accordance with standard NASDAQ procedures due to the delayed
filing of the Company's Form 10-K for the fiscal year ended
December 31, 2012 and Forms 10-Q for the fiscal quarters ended
March 31, 2013 and June 30, 2013.

The Company has requested a hearing before the Panel and also
requested a stay of the Staff's delisting determination.  As a
result of this request, the delisting of the Company's common
stock is automatically stayed until at least September 20, 2013
and, assuming the Panel grants the Company's request for a stay,
any final delisting action will be further stayed until at least
the Panel's final determination following the hearing.  At the
hearing, the Company will present its plan to regain compliance
with the Rule and request the continued listing of its common
stock on NASDAQ pending such compliance.  The Panel has the
discretion to grant the Company an extension until March 14, 2014
to regain compliance with the Rule.  There can be no assurance
that the Panel will grant the Company's requests.

As previously announced, the Delinquent Reports were not timely
filed due to the Company's ongoing accounting evaluation and
pending restatement of its financial statements for the fiscal
years ended December 31, 2011, 2010 and 2009 and quarterly periods
ended March 31, 2012 and 2011, June 30, 2012 and 2011, and
September 30, 2012 and 2011.  For more information regarding the
accounting evaluation, please see the Notification of Late Filing
on Form 12b-25 filed by the Company on August 12, 2013, and the
Current Report on Form 8-K filed by the Company on May 21, 2013.

Although the Company is working diligently and has made
substantial progress in the accounting evaluation process, that
process is complicated and time-consuming, and additional time is
needed to complete it.  The Company intends to complete the
restatement and to file the Delinquent Reports as promptly as
practicable.

During this process, Avid plans to continue to invest in its
product innovation and execute on its growth strategy.  Avid has
no debt and ample cash to support it in these efforts and believes
it is well positioned to support its customers' ongoing success.

                       About Avid Technology

Headquartered in Burlingon, Massachusetts, Avid Technology, Inc.
-- http://apps.avid.com/-- is a provider of digital media
content-creation products and solutions for film, video, audio and
broadcast professionals, as well as artists and home enthusiasts.
The Company provides digital media content-creation products and
solutions to customers in the three market segments: media
enterprises, professionals and Creative Enthusiasts.  The Company
provides a range of software and hardware products and solutions,
as well as services offerings, to address the needs, skills and
levels found within its customer market segments.  The Company
offers video and audio products and solutions, which are designed
for the desktop or home studio.  The Company offers a range of
products and solutions, including hardware- and software-based
video- and audio-editing tools, collaborative workflow and asset
management solutions, and graphics-creation and automation tools,
as well as scalable media storage options.


AUDIOEYE INC: Incurs $529,900 Net Loss in Second Quarter
--------------------------------------------------------
AudioEye, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss of $529,900 on $200,232 of total revenue for the three
months ended June 30, 2013, compared with a net loss of $201,609
on $40,623 of revenue for the same period last year.

The Company reported a net loss of $925,986 on $424,529 of total
revenue for the six months ended June 30, 2013, compared with a
net loss of $427,221 on $55,628 of total revenue for the
corresponding period in 2012.

The Company's balance sheet at June 30, 2013, showed $4.22 million
in total assets, $406,826 in total liabilities, and stockholders'
equity of $3.81 million.

"As shown in the accompanying financial statements, the Company
has incurred net losses of $925,986 and $427,221 for the six
months ended June 30, 2013, and 2012, respectively.  In addition,
the Company had an accumulated deficit of $5,322,833 and
$4,396,847 and a working capital deficit of $58,229 and $2,775,216
as of June 30, 2013, and Dec. 31, 2012, respectively. These
conditions raise substantial doubt as to the Company's ability to
continue as a going concern."

A copy of the Form 10-Q is available at http://is.gd/uDkgN4

Tucson, Arizona-based AudioEye, Inc., creates voice driven
technologies for Internet based content.  The Company offers
voice-controlled internet browsing, artificial intelligence
engines and other audio interfaces.


BANK OF AMERICA: DBRS Rates Preferred Stock at 'BB'
---------------------------------------------------
DBRS Inc. has placed that the long and short-term ratings of Bank
of America Corporation (Bank of America or the Company), including
its Issuer & Senior Debt Rating of "A", its R-1 (middle) Short-
Term Instruments Rating, and Bank of America, N.A.'s A (high)
Deposits & Senior Debt and its R-1 (middle) Short-Term Instruments
Rating Under Review with Negative Implications.

This rating action follows DBRS's announcement that it has removed
the Bank Holding Company "A" rating floor, and the related A
(high) operating bank rating floor, for banks that were designated
as critically important banking organizations (CIBs) in the United
States.

With the removal of the rating floor, DBRS will review the
Company's fundamentals and intrinsic rating level.  DBRS's review
will also incorporate any improvements at Bank of America and its
subsidiaries in its assessment.  Previously, DBRS has indicated
that both Bank of America's final debt ratings as well as the
final debt ratings of its primary banking subsidiaries each
incorporated one notch of uplift from DBRS' intrinsic assessments
due to the application of the rating floor in the U.S.

The review is expected to be completed within 90 days.

Issuer                  Debt Rated          Rating Action  Rating
------                  ----------          -------------  ------

Bank of America         Issuer & Senior     UR-Neg.        A
Corporation             Debt

Bank of America         Subordinated Debt   UR-Neg.        A(low)
Corporation

Bank of America         Short-Term          UR-Neg.        R-1
Corporation             Instruments                      (middle)

Bank of America         Preferred Stock     UR-Neg.      BB(high)
Corporation

Bank of America         Trust Preferred     UR-Neg.        A(low)
Corporation             Securities

Bank of America, N.A.   Deposits & Senior   UR-Neg.       A(high)
                         Debt

Bank of America, N.A.   Subordinated Debt   UR-Neg.        A

Bank of America, N.A.   Short-Term          UR-Neg.       R-1
                         Instruments                     (middle)

BAC Canada Finance      Medium-Term         UR-Neg.        A
Company                 Notes

BAC Canada Finance      Short-Term          UR-Neg.        R-1
Company                 Instruments                     (middle)

Merrill Lynch & Co.,    Issuer & Senior     UR-Neg.        A
Inc.                    Debt

Merrill Lynch & Co.,    Subordinated Debt   UR-Neg.        A(low)
Inc.

Merrill Lynch & Co.,    Short-Term          UR-Neg.        R-1
Inc.                    Instruments                    (middle)

FIA Card Services,      Deposits & Senior   UR-Neg.       A(high)
N.A.                    Debt

BAC Capital Trust VI    Trust Preferred      UR-Neg.       A(low)
                         Securities

BAC Capital Trust VII   Trust Preferred      UR-Neg.       A(low)
                         Securities

BAC Capital Trust VIII  Trust Preferred      UR-Neg.       A(low)
                         Securities

BAC Capital Trust XI    Trust Preferred      UR-Neg.       A(low)
                         Securities

BankAmerica Capital     Trust Preferred      UR-Neg.       A(low)
III                     Securities

BankBoston Capital      Trust Preferred      UR-Neg.       A(low)
Trust III               Securities

BankBoston Capital      Trust Preferred      UR-Neg.       A(low)
Trust IV                Securities

BankBoston Capital      Trust Preferred      UR-Neg.       A(low)
Trust IV                Securities

Barnett Capital III     Trust Preferred      UR-Neg.       A(low)
                         Securities

Fleet Capital Trust V   Trust Preferred      UR-Neg.       A(low)
                         Securities

Merrill Lynch Capital   Trust Preferred      UR-Neg.       A(low)
Trust I                 Securities

Merrill Lynch Preferred Trust-Originated     UR-Neg.       A(low)
Capital Trust III       Preferred
                          Securities
                           (TOPrS)

Merrill Lynch Preferred Trust-Originated     UR-Neg.       A(low)
Capital Trust IV        Preferred
                          Securities
                           (TOPrS)

Merrill Lynch Preferred Trust-Originated     UR-Neg.       A(low)
Capital Trust V         Preferred
                          Securities
                           (TOPrS)

NB Capital Trust III    Trust Preferred      UR-Neg.       A(low)
                         Securities

Progress Capital Trust  Trust Preferred      UR-Neg.       A(low)
II                      Securities

MBNA Capital B          Trust Preferred      UR-Neg.       A(low)
                         Securities

Merrill Lynch & Co.,    Short-Term           UR-Neg.       R-1
Canada Ltd.             Instruments                     (middle)


BEAZER HOMES: Fitch Affirms 'B-' Issuer Default Rating
------------------------------------------------------
Fitch Ratings has affirmed the ratings for Beazer Homes USA, Inc.
(NYSE: BZH), including the company's Issuer Default rating (IDR)
at 'B-'. The Rating Outlook is Stable.

Key Rating Drivers

The rating for BZH is based on the company's execution of its
business model in the current moderately recovering housing
environment, its land policies, and geographic diversity. The
company's rating is also supported by its solid liquidity
position. The Stable Outlook takes into account the improving
housing outlook for 2013 and 2014.

Risk factors include the cyclical nature of the homebuilding
industry, the company's high debt load and high leverage, BZH's
underperformance relative to its peers in certain operational and
financial categories, and its current over-exposure to the credit-
challenged entry level market (approximately 60% of BZH's
customers are first-time home buyers).

The Industry

Housing metrics have all showed improvement so far in 2013. For
the first seven months of the year, single-family housing starts
improved 20.1%, while existing home sales increased 12.0%. New-
home sales improved 21.8% for the first seven months of 2013. The
most recent Freddie Mac 30-year interest rate was 4.51%, 120 bps
above the all-time low of 3.31% set the week of Nov. 21, 2012. The
NAHB's latest existing home affordability index was 166.0,
moderately below the all-time high of 207.3.

Fitch's housing forecasts for 2013 assume a continued moderate
rise off the bottom of 2011. New-home inventories are near
historically low levels and affordability remains very attractive.
In a slowly growing economy with still above-average distressed
home sales competition, less competitive rental cost alternatives
and low mortgage rates (on average), the housing recovery will be
maintained this year.

Fitch's housing estimates for 2013 follow: Single-family starts
are forecast to grow 18.3% to 633,000 while multifamily starts
expand about 19% to 292,000; single-family new-home sales should
grow approximately 22% to 448,000 as existing home sales advance
7.5% to 5.01 million.

Average single-family new-home prices (as measured by the Census
Bureau), which dropped 1.8% in 2011, increased 8.7% in 2012.
Median home prices expanded 2.4% in 2011 and grew 7.9% in 2012.
Average and median home prices should improve approximately 5.0%
and 4.0%, respectively, in 2013.

As Fitch noted in the past, the housing recovery will likely occur
in fits and starts.

Rising Mortgage Rates

Mortgage rates have increased during the past few months. The most
recent Freddie Mac average mortgage rate was 4.51%, down 7 bps
sequentially from the previous week and about 100 bps higher than
the average rate during the month of April 2013, a recent low
point for mortgage rates. While the current rates are still well
below historical averages, the sharp increase in rates and rising
home prices are moderating affordability. In the case of BZH,
whose average home price is roughly $248,000, assuming a 20% down
payment, a 100 bps rise in mortgage rates will increase principal
and interest payment by about $120 each month or a 12.5% impact.

A couple of July housing metrics showed some weakness following
the increase in interest rates during the past few months. The
Pending Home Sales Index declined 1.3% to 109.5 in July from 110.9
in June, although it is still 6.7% above the July 2012 level of
102.6. New home sales in July also fell 13.4% on a seasonally-
adjusted basis to 394,000, compared with 455,000 during the
previous month. However, the July 2013 estimate was 6.8% above the
July 2012 sales level of 369,000. While Fitch does not expect the
current higher mortgage rates to derail the housing recovery, a
continued sharp increase in rates could slow it down.

Operating Environment

BZH's revenues for the first nine months of its 2013 fiscal year
(ending June 30, 2013) increased 33.8% to $849.2 million as home
deliveries grew 20.5% to 3,399 homes and the average selling price
advanced 11.3% to $248,000.

Gross profit margins (excluding inventory impairments and lot
option abandonments) also showed strong improvement, growing 460
bps to 16% during the first nine months of fiscal 2013 compared
with 11.4% during the same period last year. SG&A as a percentage
of sales declined to 14.1% during the nine-month period in fiscal
013 from 17.3% last year. Despite the strong results for the first
nine months of the year, BZH reported a pre-tax loss of $44.5
million during the period. Fitch currently expects BZH to remain
unprofitable during all of fiscal 2013.

New home orders improved 1.1% during the nine-month period but
fell 11.2% year-over-year (yoy) during the third quarter (3Q'13).
The decline in net new orders was due primarily to lower community
count, which decreased 19.1% to 144 average active communities
during 3Q'13 compared with 178 during 3Q'12. However, the company
reported 3.2 sales per community per month during 3Q'13 compared
with 2.9 sales per community per month last year. Cancellation
rates also improved 450 bps to 20% during 3Q'13 compared with
24.5% during 3Q'12. BZH ended 3Q'13 with 2,358 homes (-2.6% yoy)
in backlog with a value of $646.1 million (+12.8% yoy).

Liquidity

The company has taken steps to strengthen its balance sheet and
improve its liquidity position to better participate in the
housing recovery. In July 2012, BZH completed underwritten public
offerings of its common stock, tangible equity units and a private
placement of $300 million of 6.625% senior secured notes. Net
proceeds from these transactions were roughly $466 million.
Concurrently with the debt offering, BZH called for redemption all
of its $250 million 12% senior secured notes due 2017 and repaid
$20 million under its outstanding cash secured term loan.

In September 2012, BZH also amended and expanded its secured
revolving credit facility from $22 million to $150 million. The
credit facility matures in September 2015. In February 2013, the
company completed the issuance of $200 million 7.25% senior notes
due 2023. Net proceeds from this issuance were used in part to
redeem $172.5 million of the company's 6.875% senior notes due
2015 and $2 million of its 9.125% senior notes due 2018. As a
result of these capital markets transactions, the company has no
major debt maturities until 2016, when $172.9 million of senior
notes become due.

BZH ended the June 2013 quarter with $298.3 million of
unrestricted cash and no borrowings under its $150 million
revolving credit facility.

Land Strategy

Beazer maintains a 5.3-year supply of lots (based on last 12
months deliveries), 79.4% of which are owned, and the balance
controlled through options. As is the case with other public
homebuilders, the company is rebuilding its land position and
trying to opportunistically acquire land at attractive prices.
Total lots controlled increased 7.5% yoy and grew 9.2% compared
with the previous quarter.

The company has been aggressive in its land and development
spending following the successful execution of its capital markets
transactions last year. BZH spent roughly $314.4 million on land
purchases and development activities during the first nine months
of fiscal 2013 compared with $140.6 million expended during the
same period last year. The company expects to spend about $500
million on land and development during 2013 compared with $185.6
million spent for land and development during 2012.

As a result, Fitch expects BZH will be cash flow negative by
approximately $200 million-$250 million during 2013, resulting in
an unrestricted cash position moderately below $300 million at
year-end 2013.

Fitch is comfortable with BZH's land strategy given the company's
liquidity position, debt maturity schedule, proven access to the
capital markets, and management's demonstrated discipline in
pulling back on its land and development activities during periods
of distress.

Rating Sensitivities

Future ratings and Outlooks will be influenced by broad housing
market trends as well as company-specific activity, such as trends
in land and development spending, general inventory levels,
speculative inventory activity (including the impact of high
cancellation rates on such activity), gross and net new-order
activity, debt levels, free cash flow trends and uses, and the
company's cash position.

BZH's ratings are constrained in the intermediate term due to weak
credit metrics and high leverage. However, positive rating actions
may be considered if the recovery in housing is maintained and is
meaningfully better than Fitch's current outlook, BZH shows
continuous improvement in credit metrics (particularly debt-to-
EBITDA consistently below 8x and interest coverage above 2x), and
preserves a healthy liquidity position.

Negative rating actions could occur if the recovery in housing
dissipates, resulting in revenues and operating losses approaching
2011 levels, and the company maintains an overly aggressive land
and development spending program. This could lead to consistent
and significant negative quarterly cash flow from operations and
diminished liquidity position. In particular, Fitch will review
BZH's ratings if the company's liquidity position (unrestricted
cash plus revolver availability) falls below $200 million.

Fitch has affirmed the following ratings for BZH with a Stable
Outlook:

-- Long-term IDR at 'B-';
-- Secured revolver at 'BB-/RR1';
-- Second lien secured notes at 'BB-/RR1';
-- Senior unsecured notes at 'CCC+/RR5';
-- Junior subordinated debt at 'CCC/RR6'.

The Recovery Rating (RR) of 'RR1' on BZH's secured credit
revolving credit facility and second-lien secured notes indicates
outstanding recovery prospects for holders of these debt issues.
The 'RR5' on BZH's senior unsecured notes indicates below-average
recovery prospects for holders of these debt issues. BZH's
exposure to claims made pursuant to performance bonds and joint
venture debt and the possibility that part of these contingent
liabilities would have a claim against the company's assets were
considered in determining the recovery for the unsecured
debtholders. The 'RR6' on the company's junior subordinated notes
indicates poor recovery prospects for holders of these debt issues
in a default scenario. Fitch applied a liquidation value analysis
for these recovery ratings.


BIG SANDY: Files Liquidating Chapter 11 Plan
--------------------------------------------
Big Sandy Holding Company filed with the U.S. Bankruptcy Court for
the District of Colorado a liquidating Chapter 11 plan and
accompanying disclosure statement.

All four classes of claims are impaired under the Plan and will
receive pro rata distribution of cash from the estate.  Class 1
(General Unsecured Claims), Class 2 (Sub. Debt's Unsecured Claims)
and Class 3 (TruPS Unsecured Claims) will recover an estimated
3.25% to 18.25% of the allowed claim amount, while Class 4 (Equity
Interests) will recover nothing.

The Debtor anticipates having $1.3 million in cash on hand as of
the effective date of the Plan.  A portion of this cash will be
used for post-confirmation expenses and professional fees.  Big
Sandy has also filed federal income tax returns for several years
seeking refunds of approximately $22 million in the aggregate.
Recoveries from litigation could be available to supplement
returns to creditors under the Plan.

A full-text copy of the Disclosure Statement dated Aug. 22, 2013,
is available for free at:

          http://bankrupt.com/misc/BIGSANDYds0822.pdf

A hearing to consider the adequacy of the Disclosure Statement
will be held on Oct. 16, 2013 at 10:30 a.m.  Last day to oppose
approval of the Disclosure Statement is Oct. 9.

Michael J. Pankow, Esq., at Joshua M. Hantman, Esq., at Brownstein
Hyatt Farber Schreck, LLP, in Denver, Colorado, represent the
Debtor.

                      About Big Sandy Holding

Founded in 1991, Big Sandy Holding Company is a Colorado
corporation registered as a bank holding company under the Bank
Holding Company Act of 1956, as amended.  Big Sandy is the direct
corporate parent of Mile High Banks, a Colorado state chartered
Bank.

Big Sandy filed for Chapter 11 bankruptcy (Bankr. D. Colo. Case
No. 12-30138) on Sept. 27, 2012, to recapitalize the Bank.
Bankruptcy Judge Michael E. Romero presides over the case.
Michael J. Pankow, Esq., and Joshua M. Hantman, Esq., at
Brownstein Hyatt Farber Schreck, LLP, serve as the Debtor's
counsel.  In its petition, Big Sandy estimated $10 million to
$50 million in assets and debts.  The petition was signed by Dan
Allen, chairman/CEO/president.

In February 2013, the Bankruptcy Court authorized Big Sandy to
sell substantially all of its assets -- essentially 100% of the
issued and outstanding capital stock of its wholly owned bank
subsidiary, Mile High Banks -- to Strategic Growth Bancorp
Incorporated, the successful bidder.  The total consideration
includes $5,500,000 (payable via (a) offsetting all amounts
outstanding under the DIP Loan Agreement on the closing date, (b)
$3,000,000 to the broker and (c) the remaining amounts to the
Debtor), the allocation of the tax refund, the assumption of the
assumed contract liabilities and the recapitalization of the Bank.
The Strategic transaction would recapitalize the Bank in
accordance with regulatory requirements -- by up to $90 million.

Richard A. Wieland, U.S. Trustee for Region 19, was unable to form
an official committee of unsecured creditors in the Debtor's
case.


BLUE NOTE: Monarques Resources Acquires X-Ore's Four Properties
---------------------------------------------------------------
Monarques Resources Inc. on Sept. 5 announced the acquisition of 4
other properties belonging to X-Ore, a subsidiary of Blue Note
Mining in the gold-bearing sector of Val-d'Or: the Tex-Sol,
Belcourt, Lac Tavernier and Bel-Rive properties.  They cover a
total area of 43 km2, which adds up to the 69 km2 of the other
properties recently acquired in the Val-d'Or area.  These
properties consist of 100 mining claims for a total of over
$430,000 in credits from the Ministry of Natural Resources and
Wildlife (MNRF).

On May 16, 2013, Blue Note announced that as part of a notice of
intention to make a proposal under the Bankruptcy and Insolvency
Act (Canada), PricewaterhouseCoopers Inc. has been appointed as
trustee to attend Blue Note and X-Ore in their restructuring
efforts.  In this context, PWC has developed a request for
proposals procedure.

The proposal submitted to PWC by Monarques for the acquisition of
the Tex-Sol, Belcourt, Lac Tavernier and Bel-Rive properties has
been accepted.  The agreed purchase price is $25,000.

"Monarques continues to acquire promising gold-bearing properties
in Canada's largest gold producing area," commented Jean-Marc
Lacoste, President and Chief Executive Officer of the Company.
"We are currently in a buyer's market, and the last time it was
possible to make acquisitions at such a fair price was following
the Second World War.  When investors regain interest in the
commodity sector, Monarques will be a leader in Val-d'Or."

                        About Monarques

Monarques Resources Inc. is a junior gold exploration company,
dedicated to excellence and committed to a socially and
environmentally responsible development plan.  The Company is
currently dedicating its efforts to the acquisition and
development of gold projects located along the Cadillac Break in
the Val-d'Or area.  Monarques owns properties that cover more than
110 km2 in Val-d'Or, comprising a total of 402 claims, 2 mining
leases and over $1.45M in credits from the Ministry of Natural
Resources and Wildlife (MNRF).  Furthermore, Monarques continues
to develop other properties located in Nemaska, on the James Bay
territory in Quebec, which cover nearly 550 km2 on 1,098 claims
for a total of over $7.2M in credits from the MNRF.  The Company
also holds a 100% interest in the Nisk-1 deposit, a project that
complies with the National Instrument 43-101.

                         About Blue Note

Blue Note Mining Inc. -- http://www.bluenotemining.ca/-- is a
mineral exploration and mining company with gold and base metal
exploration properties located in New Brunswick, Quebec and
Ontario.  The minerals being targeted by the Company are gold,
silver, zinc, lead, nickel, and copper.  The Company staked 1,882
mineral claims in the area of the Williams Brook Property in
northern New Brunswick.  It acquired a 100% interest in the
properties in the Armstrong project area, which include Brandy
Brook and Bear Creek (4201).  It also holds 100% interest in the
exploration properties situated near Bathurst, New Brunswick,
including Armstrong, California Lake, Canoe Landing Lake,
McMaster, Orvan Brook, Rio Road, Restigouche and Wildcat Brook.
X-Ore has a 100% interest in the gold exploration properties in
the Val d'Or area, which includes Chimo, Nova, Pershing, Bel-Rive,
Pascalis, Lac Tavernier, Belcourt and Tex-Sol.  In January 2010,
the Company amalgamated with X-Ore Resources Inc. (X-Ore).


BINGO.COM LTD: Reports US$10,500 Net Income in Second Quarter
-------------------------------------------------------------
Bingo.com, Ltd., filed its quarterly report on Form 10-Q,
reporting net income of US$10,449 on US$491,259 of total revenue
for the three months ended June 30, 2013, compared with a net loss
of US$28,908 on US$347,742 of total revenue for the same period
last year.

The Company reported a net loss of US$460,740 on US$1.08 million
of total revenue for the six months ended June 30, 2013, compared
with a net loss of US$113,843 on US$754,049 of total revenue for
the six months ended June 30, 2012.

The Company's balance sheet at June 30, 2013, showed
US$3.83 million in total assets, US$131,290 in total liabilities,
and shareholders' equity of US$3.70 million.

"The Company has reported losses from operations for the quarter
ended June 30, 2013, and 2012, and has an accumulated deficit of
US$16,426,564 as at June 30, 2013.  This raises substantial doubt
about the Company's ability to continue as a going concern."

A copy of the Form 10-Q is available at http://is.gd/cOL5at

Bingo.com, Ltd., is in the business of owning and marketing a
bingo based entertainment website that provides a variety of
Internet games plus other forms of entertainment, including an
online community, chat rooms, and more.  Located at www.bingo.com,
the Company has built one of the leading bingo portals on the
Internet.

The Company leases office facilities in Vancouver, British
Columbia, Canada, The Valley, Anguilla, British West Indies and
London, United Kingdom.


BMB MUNAI: Hires Eide Bailly a New Accountants
----------------------------------------------
Hansen, Barnett & Maxell, P.C., resigned as the independent
registered public accounting firm of BMB Munai, Inc.  HBM recently
entered into an agreement with Eide Bailly LLP, pursuant to which
Eide Bailly acquired the operations of HBM, and certain of the
professional staff and partners of HBM joined Eide Bailly either
as employees or partners of Eide Bailly and will continue to
practice as members of Eide Bailly.  Concurrent with the
resignation of HBM, the Company, through and with the approval of
its Audit Committee, engaged Eide Bailly as its independent
registered public accounting firm.

Prior to engaging Eide Bailly, the Company did not consult with
Eide Bailly regarding the application of accounting principles to
a specific completed or contemplated transaction or regarding the
type of audit opinions that might be rendered by Eide Bailly on
the Company's financial statements, and Eide Bailly did not
provide any written or oral advice that was an important factor
considered by the Company in reaching a decision as to any such
accounting, auditing or financial reporting issue.

The reports of HBM regarding the Company's financial statements
for the fiscal years ended March 31, 2013, and 2012 contained a
going concern note as a result of the Company selling its
operating subsidiary and having no continuing operations that
result in positive cash flow.  Other than the foregoing, the
reports of HBM did not contain any adverse opinion or disclaimer
of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles.  During the years ended
March 31, 2013, and 2012, and during the period from March 31,
2013, through Sept. 1, 2013, the date of resignation, there were
no disagreements with HBM on any matter of accounting principles
or practices, financial statement disclosure or auditing scope or
procedures, which disagreements, if not resolved to the
satisfaction of HBM would have caused it to make reference to that
disagreement in its reports.

                          About BMB Munai

Based in Almaty, Kazakhstan, BMB Munai, Inc., is a Nevada
corporation that originally incorporated in the State of Utah in
1981.  Since 2003, its business activities have focused on oil and
natural gas exploration and production in the Republic of
Kazakhstan through its wholly-owned operating subsidiary Emir Oil
LLP.  Emir Oil holds an exploration contract that allows the
Company to conduct exploration drilling and oil production in the
Mangistau Province in the southwestern region of Kazakhstan until
January 2013.  The exploration territory of its contract area is
approximately 850 square kilometers and is comprised of three
areas, referred to herein as the ADE Block, the Southeast Block
and the Northwest Block.

BMB Munai incurred a net loss of $3.08 million for the year ended
March 31, 2013, as compared with a net loss of $139.21 million for
the year ended March 31, 2012.  The Company's balance sheet at
June 30, 2013, showed $10.08 million in total assets, $9.08
million in total liabilities, all current, and $1 million in total
shareholders' equity.

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, issued
a "going concern" qualification on the consolidated financial
statements for the year ended March 31, 2013.  The independent
auditors noted that BMB Munai has no continuing operations that
result in positive cash flow.  This situation raises substantial
doubt about its ability to continue as a going concern.


BOART LONGYEAR: Moody's Lowers CFR Two Notches to 'B2'
------------------------------------------------------
Moody's Investors Service downgraded the corporate family and
probability of default ratings of Boart Longyear Limited to B2
from Ba3 and B2-PD from Ba3-PD. At the same time, Moody's
downgraded the company's senior unsecured notes rating to B3 from
B1. The ratings are under review for further downgrade. The
speculative grade liquidity rating remains unchanged at SGL-4.

The ratings downgrade reflects Moody's expectation that Boart will
evidence a steeper and more accelerated contraction in its
fundamentals than previously anticipated as the mining industry
that is the company's primary customer base has significantly
pulled back on exploration spending and capital investments,
leading to sharply lower drilling activity. These spending cuts
follow the downward trend in metals prices from 2012 through the
first half of 2013, particularly for copper and gold, which
comprised 20% and 42% of the company's revenues during the first
half of 2013.

Moody's believes that Boart's fundamentals will remain under
pressure over the next 12 to 18 months given ongoing global
economic uncertainty (which limits upward movement on metals
prices), high LME inventories for base metals and rising cost
pressures facing mining companies. Considering the continued weak
commodity price environment across the base and precious metals
complex, mining companies are significantly reducing capital
expenditures, deferring projects and significantly cutting back on
exploration and development expenditures as they seek to preserve
profitability and maintain acceptable financial metrics. This is
particularly true in the gold industry, which comprises the single
largest share of the company's revenues. Boart's performance will
continue to be meaningfully impacted by these negative trends.

Although Boart's performance through the first half of 2013 was
reasonably in line with expectations, the risk of further downward
pressure on rig utilization and backlog levels remains elevated,
likely resulting in a weaker second half of 2013 and continued
pressure on 2014 performance such that the rating downgrade
triggers for the Ba3 rating will be exceeded. For the next 12 to
18 months, Moody's expects that debt-to-EBITDA will trend above 7
times which is more commensurate with ratings below the Ba3 level.
While the company has announced plans to further cut costs
(additional $90 million in savings), reduce CAPEX and rationalize
inventory levels which are currently above anticipated business
requirements, these measures are unlikely to sufficiently offset
the deterioration in Boart's fundamentals to a magnitude that
would support a rating higher than B2.

The review for further downgrade will focus on the alternative
financing structures that the company is evaluating to provide
greater liquidity and flexibility, as referenced in the company's
recent earnings release.

The SGL-4 speculative grade liquidity rating reflects the
expectation of more limited internal cash flow generation to
support the business, the potential for increased contingent
liabilities such as letters of credit to support security
requirements while Boart appeals the assessments of the Canadian
Revenue Agency, and the decline in cash balances ($34 million at
June 30, 2013 from $90 million at December 31, 2012) due to the
contraction in financial performance and substantial historical
CAPEX and working capital buildup. The SGL-4 also incorporates the
tightness in and potential for breach of covenants at the December
2013 and June 2014 reporting periods absent any modifications to
the current capital structure.

The B3 rating on the senior unsecured notes reflects the junior
position of these instruments relative to the secured revolver and
priority accounts payables.

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.

Headquartered in South Jordan, Utah, Boart Longyear is
incorporated in Australia and listed on the Australian Securities
Exchange Limited. The company provides drilling services, and
complimentary drilling products and equipment principally for the
mining and metals industries. Revenues for the twelve months ended
June 30, 2013 were $1.6 billion. Revenues in fiscal 2012 were $2
billion.


BUFFALO PARK: To Fund Plan Payments from Estate's Cash
------------------------------------------------------
Ronald P. Lewis, Carol J. Lewis, and Buffalo Park Development,
Co., filed with the U.S. Bankruptcy Court for the District of
Colorado a Disclosure Statement explaining the Joint Plan of
Reorganization dated Aug. 30, 2013.

According to the Disclosure Statement, the Debtors will
restructure their debts and obligations and continue to operate in
the ordinary course of business, including the sale and leasing of
properties and operation of the businesses.  In the Lewis
bankruptcy case, the rental income from the properties and the
Lewis' disposable income, together with the restructuring of the
mortgage and other secured debts, will generate sufficient funds
to pay on a pro rata basis a portion of the Lewis' unsecured
debts.  For both estates, the reduction of payments to secured
creditors as a result of the plan confirmation will have a
material beneficial impact on the Debtor's ability to service
their debt, including making a distribution to unsecured
creditors.

Buffalo Park will make all payments required to be made on the
Effective Date from its estate's cash.  Buffalo Park estimates
that the amount required to be paid on the Effective Date will be
approximately $15,000, which amount is or will be on Deposit the
debtor-in-possession account, to pay administrative claims.

To fund the Plan beyond the Effective Date, the Buffalo Park will
continue its operations and distribute payments in accordance with
the terms of the Plan.

A copy of the Disclosure Statement is available for free at:

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

As reported in the Troubled Company Reporter on Aug. 26, 2013, a
hearing on the Debtor's disclosure statement was previously set
for Tuesday, Sept. 10 at 9:00 a.m. in Courtroom C203, Byron G.
Rogers U.S. Courthouse, 1929 Strout Street, in Denver, Colorado.
That hearing has been rescheduled to Sept. 24, at 11:15 a.m.

          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.  Buffalo
Park disclosed $20,777,601 assets and $11,294,567 liabilities in
its schedules.  Robert Padjen, Esq., at Laufer and Padjen LLC
serves as counsel to Buffalo Park. 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.


BUILDING MATERIALS: Moody's Assigns B3 CFR & Rates Sr. Notes Caa1
-----------------------------------------------------------------
Moody's Investors Service assigned a first-time B3 Corporate
Family Rating and B3-PD Probability of Default Rating to Building
Materials Holding Corporation d/b/a BMC, a supplier of lumber and
building materials, trusses and millwork, and construction
services primarily for the domestic residential new construction
sector.

In a related rating action, Moody's also assigned a Caa1 rating to
the company's proposed $250 million senior secured notes. Proceeds
from the notes issuance will be used to refinance the company's
current debt, to cash collateralize letters of credit, to pay
accrued interest, fees and expenses, and also to add some cash to
the balance sheet. The rating outlook is stable.

The following ratings will be affected by this action:

Corporate Family Rating assigned B3;

Probability of Default Rating assigned B3-PD; and,

Senior Secured Notes due 2018 assigned Caa1 (LGD4, 68%).

Ratings Rationale:

BMHC's B3 Corporate Family Rating reflects the company's leveraged
capital structure. Moody's estimates adjusted debt-to-EBITDA
slightly above 6.0 times and debt-to-book capitalization of around
75% over the next 12 months (all ratios incorporate Moody's
standard adjustments). The proposed transaction increases balance
sheet debt by about $57 million. Offsetting Moody's concerns about
the company's high debt burden are expectations for better
operating performance as the company takes advantage of the
rebound in new single-family home construction, the main driver of
BMHC's revenues. The last several months have shown tremendous
year-over-year improvement in operating performance, giving us
confidence that BMHC's margins will continue to improve. Moody's
feels that the company will be able to generate sufficient
earnings relative to its debt service requirements. Adjusted
interest coverage defined as (EBITDA-Capex)-to-interest expense
will likely remain below 1.0 times near the end of Moody's
forecast horizon, but will continue to improve steadily thereafter
to more acceptable levels despite the larger amount of balance
sheet debt. Furthermore, ample availability under the company's
asset-based revolving credit facility and lack of near-term
maturities are key credit strengths as well.

The stable rating outlook reflects Moody's view that BMHC's
operating performance will continue to improve as it benefits from
the US residential construction sector recovery, resulting in
credit metrics that are more supportive of the current rating.
Also, revolver availability and lack of near-term maturities give
BMHC the financial resources to support growth initiatives.

The Caa1 rating assigned to the $250 million senior secured notes
is one notch below the corporate family rating, as the notes are
structurally subordinated to the company's asset-based revolving
credit facility, which has access a priority claim on the
company's most liquid assets. The notes are secured by a first
lien on the company's domestic non-current assets and any assets
not pledged to the revolver. They also have a second lien on the
assets securing the revolver.

An upgrade of BMHC's ratings is possible if the company continues
to benefit from the rebound in its end markets, and generates
significant levels of operating earnings and free cash flow.
Operating performance that results in (EBITDA-Capex)-to-interest
expense above 2.0 times and debt-to-EBITDA sustained below 4.5
times (all ratios incorporate Moody's standard adjustments) could
result in positive ratings momentum.

Factors that could result in negative rating actions include
operating performance falling below expectations or erosion in the
company's financial performance due to an unexpected decline in
BMHC's end markets. (EBITDA-Capex)-to-interest expense sustained
below 1.5 times or debt-to-EBITDA sustained above 6.0 times could
result in rating pressures (all ratios incorporate Moody's
standard adjustments). A deteriorating liquidity profile could
also pressure the ratings.

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

Building Materials Holding Corporation d/b/a BMC, headquartered in
Boise, ID, is a supplier of lumber and building materials, trusses
and millwork, and construction services for primarily the domestic
residential new construction sector. Davidson Kempner Capital
Management LLC and Robotti & Company, through their respective
funds, are combined the largest owners of BMHC. Revenues for the
12 months end June 30, 2013 total approximately $1.1 billion.


BUILDING MATERIALS: S&P Assigns Prelim. 'B' CCR; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
preliminary 'B' corporate credit rating to Building Materials
Holding Corp. (BMC).  The outlook is stable.

At the same time, S&P assigned a preliminary 'B-' issue-level
rating (one notch lower than the corporate credit rating) to BMC's
proposed $250 million of senior secured notes.  The preliminary
recovery rating is '5', indicating S&P's expectation of modest
(10% to 30%) recovery for lenders in the event of a payment
default.

The company intends to use proceeds of the notes to refinance its
existing term loan debt, to repay outstanding borrowings under its
$125 million asset based revolving credit facility (ABL), and to
provide cash backing to about $44 million of standby letters of
credit, as well as to pay accrued interest and transaction fees.

"We expect end-market demand for BMC's products and services to
experience strong growth in each of the next two years due to the
expected improvement in housing starts.  As a result, we expect
credit measures will improve by the end of this year to levels
consistent with an aggressive financial risk profile.  Due to the
strong growth in housing constructions, we expect the company to
rely on its $110 million ABL facility to fund working capital
growth and capital spending requirements over the next two years.
Still, we expect liquidity will remain adequate," said Standard &
Poor's credit analyst Thomas Nadramia.

Although S&P do not expect a positive rating action in the near
term given expected leverage measures and BMC's continued working
capital requirements, it could consider raising the ratings if
BMC' operating prospects during the next several quarters exceed
its current expectations, resulting in sustained maintenance of
credit measures in line with a "significant" financial risk
profile, that is, debt leverage of 3x-4x and FFO to debt greater
than 20%.  This could occur if sales increased an additional 15%
higher than S&P's expectations and profit margins increased 50
basis points from expected 2013 levels.

A downgrade would be likely to occur if BMC's liquidity were to
become constrained, due to the failure to close the transaction as
proposed, which would result in reduced availability under the ABL
facility and a pull forward of the ABL maturity to July 2014.
Other downgrade scenarios include an unexpected reversal in
housing starts (due to recessionary pressures or a large increase
in mortgage interest rates) or a material decrease in profit
margins due to increased price competition or volatile material
costs that would cause leverage to exceed 6x.


BURCON NUTRASCIENCE: Incurs $1.6-Mil. Net Loss in June 30 Quarter
-----------------------------------------------------------------
Burcon NutraScience Corporation reported a net loss of
C$1.58 million on C$23,899 of revenue for the three months ended
June 30, 2013, compared with a net loss of C$1.04 million on C$nil
revenue for the three months ended June 30, 2012.

The Company's balance sheet at June 30, 2013, showed
C$9.23 million in total assets, C$982,806 in total liabilities,
and shareholders' equity of C$8.25 million.

"As at June 30, 2013, the Company had minimal revenues from its
technology, had an accumulated deficit of $60,020,249, and had
relied on equity financings, private placements, rights offerings
and other equity transactions to provide the financing necessary
to undertake its research and development activities.  At June 30,
2013, the Company had cash and cash equivalents of $3,316,946 and
short-term investments of $2,093,255.  These conditions indicate
existence of a material uncertainty that casts substantial doubt
about the ability of the Company to meet its obligations as they
become due and, accordingly, its ability to continue as a going
concern."

A copy of the Company's interim financial statements for the three
months ended June 30, 2013, is available at http://is.gd/g5E1V4

A copy of the Management's Discussion and Analysis for the three
months ended June 30, 2013, is available at http://is.gd/fJ8juI

Headquartered in Vancouver, Canada, Burcon NutraScience
Corporation has developed a portfolio of composition, application,
and process patents originating from its core protein extraction
and purification technology.  The Company's patented processes
utilize inexpensive oilseed meals and other plant-based sources
for the production of purified plant proteins that exhibit certain
nutritional, functional and nutraceutical profiles.


CAESARS ENTERTAINMENT: Bank Debt Trades at 10% Off
--------------------------------------------------
Participations in a syndicated loan under which Caesars
Entertainment Inc. is a borrower traded in the secondary market at
89.78 cents-on-the-dollar during the week ended Friday,
September 6, 2013 according to data compiled by LSTA/Thomson
Reuters MTM Pricing and reported in The Wall Street Journal.  This
represents an increase of 0.31 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 on 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.


CARSON RDA: Moody's Confirms Ba1 Rating on Tax Allocation Bonds
----------------------------------------------------------------
Moody's Investors Service has confirmed the Ba1 rating on the
Successor Agency of Carson Redevelopment Agency's (CA) Project
Area No. 4 Tax Allocation Bonds, Series 2006. The bonds are
secured by a pledge of tax increment revenues from the Agency's
project area #4.

Ratings Rationale:

The Ba1 rating reflects the risks and weakness that the
dissolution of redevelopment agencies (now known as successor
agencies) now adds to bond's credit profile. The primary change is
the narrow semi-annual debt service coverage. Still, the tax base
benefits from its moderate size, moderate wealth levels of city
residents, and Moody's expectation that assessed values will
eventually recover and gradually grow from their depressed state.

Strengths:

- Moderate geographic size of project area

- Moderate wealth level of residents

- Assessed value expected to eventually recover and gradually grow

Challenges:

- Adequate semi-annual debt service coverage

-Small-sized increment value

What could move the rating-UP?

- Significant and sustained increase in assessed valuation with at
least two times coverage in both periods

- Substantial improvement in wealth levels

What could move the rating-DOWN?

- Erosion of semi-annual debt service coverage

- Protracted assessed value decline

The principal methodology used in this rating was Moody's Analytic
Approach To Rating California Tax Allocation Bonds published in
December 2003.


CASPIAN SERVICES: Hansen Barnett Resigns as Accountants
-------------------------------------------------------
Hansen, Barnett and Maxwell, P.C., resigned as the independent
registered public accounting firm of Caspian Services, Inc.,
effective Sept. 1, 2013.  HBM's reports on the financial
statements for the fiscal years ended Sept. 30, 2012, and 2011
contained a going concern note resulting from the fact that the
Company had negative working capital in each of the past two
fiscal years.  HBM's reports on the financial statements for the
fiscal years ended Sept. 30, 2012, and 2011 did not contain an
adverse opinion or a disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope, or accounting
principles.

The resignation was not a result of any disagreement with the
Company.

                      About Caspian Services

Headquartered in Salt Lake City, Caspian Services, Inc., was
incorporated under the laws of the state of Nevada on July 14,
1998.  Since February 2002 the Company has concentrated its
business efforts to provide diversified oilfield services to the
oil and gas industry in western Kazakhstan and the Caspian Sea,
including providing a fleet of vessels, onshore, transition zone
and marine seismic data acquisition and processing services and a
marine supply and support base in the port of Bautino, in Bautino
Bay, Kazakhstan.

The Company's balance sheet at June 30, 2013, showed $81.44
million in total assets, $88.63 million in total liabilities and a
$7.19 million total deficit.

                        Bankruptcy Warning

In September 2011, the Company executed an agreement to
consolidate and restructure certain outstanding loans in the total
aggregate amount of $35,246 with an otherwise unrelated
individual.  Closing of the Loan Restructuring Agreement is
subject to a number of closing conditions, including among other
things, the Investor reaching agreement with the European Bank for
Reconstruction and Development to restructure certain EBRD
financing agreements with the Company.  Until the closing of the
Loan Restructuring Agreement, the restructured loans will be
treated as current liabilities.

The Company funded a portion of the construction of its marine
base through a combination of debt and equity financing with EBRD
pursuant to which EBRD provided $18,600 of debt financing and made
an equity investment in the marine base in the amount of $10,000
in exchange for a 22 percent equity interest in Balykshi.

"Should EBRD accelerate its loan or its put option or should the
Loan Restructuring Agreement with Investor not close, we would
have insufficient funds to satisfy our obligations to EBRD and or
to Investor, collectively or individually.  If we are unable to
satisfy those obligations, EBRD and/or Investor could seek any
legal remedy available to obtain repayment, including forcing the
Company into bankruptcy, or foreclosing on the loan collateral,
which, in the case of EBRD includes the marine base and other
assets and bank accounts of Balykshi and CRE, and in the case of
Investor includes other assets of the Company," the Company said
in its quarterly report for the period ended June 30, 2013.

"The ability of the Company to continue as a going concern is
dependent upon, among other things, its ability to successfully
negotiate and conclude restructured financing agreements with EBRD
and Investor and its ability to generate sufficient revenue from
operations, or to identify a financing source that will provide
the Company the ability to satisfy its repayment and guarantee
obligations under the restructured financing agreements.
Uncertainty as to the outcome of these factors raises substantial
doubt about the Company's ability to continue as a going concern,"
the Company added.


CENGAGE LEARNING: BNY Mellon Rips Unsec. Creditors' 'Power Grab'
----------------------------------------------------------------
Law360 reported that The Bank of New York Mellon Corp. objected to
an attempt by bankrupt textbook publisher Cengage Learning Inc.'s
unsecured creditors committee to take control of pursuing certain
claims belonging to Cengage's estates, accusing the committee of
using supposed conflicts in a power grab.

According to the report, BNY Mellon, a creditor in Cengage's
bankruptcy, asked a New York bankruptcy court to reject an Aug. 27
motion filed by the unsecured creditors committee seeking approval
to chase down certain copyright claims and causes of action
related to disputed collateral.

                     About Cengage Learning

Stamford, Connecticut-based Cengage Learning --
http://www.cengage.com/-- provides innovative teaching, learning
and research solutions for the academic, professional and library
markets worldwide.  Cengage Learning's brands include
Brooks/Cole, Course Technology, Delmar, Gale, Heinle, South
Western and Wadsworth, among others.  Apax Partners LLP bought
Cengage in 2007 from Thomson Reuters Corp. in a $7.75 billion
transaction.  The acquisition was funded in part with $5.6 billion
in new debt financing.

Cengage Learning Inc. filed a petition for Chapter 11
reorganization (Bankr. E.D.N.Y. Case No. 13-bk-44106) on July 2,
2013, in Brooklyn, New York, after signing an agreement where
holders of $2 billion in first-lien debt agree to support a
reorganization plan.  The plan will eliminate more than $4 billion
of $5.8 billion in debt.

First-lien lenders who signed the so-called plan-support agreement
include funds affiliated with BlackRock Inc., Franklin Mutual
Adviser LLC, KKR & Co. and Oaktree Capital Management LP.  Second-
lien creditors and holders of unsecured notes aren't part of the
agreement.

The Debtors have tapped Kirkland & Ellis LLP as counsel, Lazard
Freres & CO. LLC as financial advisor, Alvarez & Marsal North
America, LLC, as restructuring advisor, and Donlin, Recano &
Company, Inc., as claims and notice agent.

A nine-member official committee of unsecured creditors has been
appointed in the Debtors' Chapter 11 cases.  Arent Fox LLP is the
proposed counsel for the Committee.  FTI Consulting, Inc., serves
as financial advisor to the Committee.  Moelis & Company LLC
serves as investment banker to the Committee.


CIRCLE ENTERTAINMENT: Incurs $447K Net Loss in Second Quarter
-------------------------------------------------------------
Circle Entertainment Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $447,193 for the three months ended
June 30, 2013, compared with a net loss of $2.26 million for the
same period last year.

"Operating expenses for the three months ended June 30, 2013, and
2012, were approximately $280,497 and $1,045,477, respectively.

"During the three months ended June 30, 2012, the Company incurred
a settlement expense of $950,000 under the Settlement Agreement
for settlement of the then pending stockholder derivative lawsuit.

The Company reported a net loss of $892,457 for the six months
ended June 30, 2013, compared with a net loss of $3.62 million for
the corresponding period in 2012.

"Operating expenses for the six months ended June 30, 2013, and
2012, were approximately $528,091 and $2,165,701.

"During the six months ended June 30, 2012, the Company incurred a
settlement expense of $950,000 under the Settlement Agreement for
settlement of the then pending stockholder derivative lawsuit."

The Company's balance sheet at June 30, 2013, showed $681,100 in
total assets, $16.43 million in total liabilities, and a
stockholders' deficit of $15.75 million.

L.L. Bradford & Company, LLC, in Las Vegas, Nevada, in its report
on the Company's consolidated financial statements for the year
ended Dec. 31, 2012, said that Circle Entertainment Inc. has
limited available cash, has a working capital deficiency and will
need to rely on the Funding Agreement or secure new financing or
additional capital in order to pay its obligations.  "These
conditions raise substantial doubt about the Company's ability to
continue as a going concern."

A copy of the Form 10-Q is available at http://is.gd/8MU0qq

New York-based Circle Entertainment Inc. focuses on the
development of location-based entertainment line of business in
the United States.  The Company, through its 8.5% membership
interest in I Drive Live Parent LLC, engages in the co-development
of an entertainment destination center on International Drive in
Orlando, Florida.


COASTAL CONDOS: Has Final Approval to Hire David Rogero as Counsel
------------------------------------------------------------------
Judge A. Jay Cristol of the U.S. Bankruptcy Court for the Southern
District of Florida, Miami Division, gave Coastal Condos, LLC,
final authority to employ David M. Rogero, P.A., as special
counsel.

The firm will advise and represent the Debtor generally with
respect to its general business matters, including, without
limitation, evictions and other landlord tenant disputes.

                       About Coastal Condos

Coastal Condos filed a Chapter 11 petition (Bankr. S.D. Fla. Case
No. 13-20729) on May 8, 2013.  The Debtor owns and manages 72
condominiums at 7601 East Treasure Drive, Miami Beach, FL 33141.
Judge A. Jay Cristol presides over the case.  David R. Softness,
Esq., at David R. Softness, P.A., in Miami, Florida, represents
the Debtor as counsel.

Coastal Condos was the target of a $15.8 million foreclosure
lawsuit filed by North Bay Village-based First Equitable Realty
III in May 2012.

Coastal Condos owns 72 condo units at Grandview Palace in North
Bay Village, Florida, valued at $10.8 million.  Personal property
is valued at $389,000.  Assets total $11.2 million and liabilities
total $16.6 million.  It says that no creditors are holding
secured claims.

Coastal Condos first sought Chapter 11 protection (Bankr. S.D.
Miss. Case No. 12-07146) on May 25, 2012.  The case was dismissed
May 6, 2013.

Until further notice, the U.S. Trustee will not appoint a
committee of creditors in the Debtor's case.


COASTAL CONDOS: Can Employ Wells Marble as Special Counsel
----------------------------------------------------------
Judge A. Jay Cristol of the U.S. Bankruptcy Court for the Southern
District of Florida, Miami Division, authorized debtor Coastal
Condos, LLC, to employ Roy H. Liddell, Esq., and the law firm of
Wells Marble and Hurst, PLLC, as special counsel.

WMH will represent the Debtor in litigation matters, including its
adversary complaint against First Equitable Realty III, Ltd.  The
current hourly rate of Mr. Liddell is $240.

                       About Coastal Condos

Coastal Condos filed a Chapter 11 petition (Bankr. S.D. Fla. Case
No. 13-20729) on May 8, 2013.  The Debtor owns and manages 72
condominiums at 7601 East Treasure Drive, Miami Beach, FL 33141.
Judge A. Jay Cristol presides over the case.  David R. Softness,
Esq., at David R. Softness, P.A., in Miami, Florida, represents
the Debtor as counsel.

Coastal Condos was the target of a $15.8 million foreclosure
lawsuit filed by North Bay Village-based First Equitable Realty
III in May 2012.

Coastal Condos owns 72 condo units at Grandview Palace in North
Bay Village, Florida, valued at $10.8 million.  Personal property
is valued at $389,000.  Assets total $11.2 million and liabilities
total $16.6 million.  It says that no creditors are holding
secured claims.

Coastal Condos first sought Chapter 11 protection (Bankr. S.D.
Miss. Case No. 12-07146) on May 25, 2012.  The case was dismissed
May 6, 2013.

Until further notice, the U.S. Trustee will not appoint a
committee of creditors in the Debtor's case.


COLLEGE BOOK: Court Enters Order Converting Case to Chapter 7
-------------------------------------------------------------
Judge Marian F. Harrison of the U.S. Bankruptcy Court for the
Middle District of Tennessee converted the Chapter 11 case of
College Book Rental Company, LLC, to one under Chapter 7 of the
Bankruptcy Code.

Robert H. Waldschmidt, the Chapter 11 trustee in the Debtor's
bankruptcy case, requested for the conversion of the case.
No objections have been filed, and no one appeared at the hearing
to contest the motion for conversion.

As reported in the Troubled Company Reporter on July 26, 2013, the
Court authorized the Debtor to sell certain assets to CBR Funding,
LLC.

According to the Debtor, no other party has made a competitive bid
for those assets, such that CBR Funding was the only bidder, and
the objections of McGraw-Hill Companies and the other publishers
are not well-founded and overruled.

The purchaser, pursuant to an asset purchase agreement, agreed to
acquire the assets for $4,500,000 consisting of (i) $4,100,000 in
the form of a credit bid and (ii) the assumed liabilities.

The order was approved for entry by the U.S. Trustee. Counsel for
the U.S. Trustee may be reached at:

   Robert H. Waldschmidt, Esq.
   7003 Chadwick Drive, Suite 211
   P.O. Box 2828
   Brentwood, TN 37024-2828
   Phone: 615-468-1020
   Fax: 615-259-2179
   E-mail: rhw@rhwlawoffice.com

                        About College Book

Four creditors filed an involuntary Chapter 11 bankruptcy petition
against Murray, Kentucky-based College Book Rental Company, LLC
(Bankr. M.D. Ky. Case No. 12-09130) in Nashville on Oct. 4, 2012.
Bankruptcy Judge Marian F. Harrison oversees the case.  The
petitioning creditors are represented by Joseph A. Kelly, Esq., at
Frost Brown Todd LLC.  The petitioning creditors are David
Griffin, allegedly owed $15 million for money loaned; Commonwealth
Economics, allegedly owed $15,000 for unpaid services provided;
John Wittman, allegedly owed $158 for unpaid services provided;
and CTI Communications, allegedly owed $21,793 for unpaid services
provided.

The owners of College Book Rental consented to the Chapter 11 case
and the appointment of a Chapter 11 trustee to run CBR.  CBR is
co-owned by Chuck Jones of Murray and David Griffin of Nashville,
Tenn.

An agreed order for relief under Chapter 11 was entered on
Oct. 15, 2012.  Robert H. Waldschmidt was appointed as trustee the
next day.  The Trustee employed Robert H. Waldschmidt, Esq. at
Howell & Fisher, PLLC as his counsel.

The Debtor disclosed $17,913,543 in assets and $25,322,442 in
liabilities as of the Chapter 11 filing.


COLOREP INC: Seeks to Employ Hilco IP as Exclusive Sales Agent
--------------------------------------------------------------
Colorep, Inc. and Transprint USA, Inc. seek authority from the
U.S. Bankruptcy Court for the Central District of California
to employ Hilco IP Services LLC d/b/a Hilco Streambank as their
exclusive agent for the purposes of marketing their
assets for sale, nunc pro tunc to August 14, 2013.

The Debtors propose to pay Hilco a fee of $60,000, which will be
paid in two installments: (i) $30,000 payable upon entry of an
order by the Court approving Hilco's retention; and (ii) $30,000
payable upon closing on the sale of the Assets.

Hilco will also be paid a commission from the Gross Proceeds of
the sale: (i) 3% of the first $20 million of the aggregate gross
proceeds of the sale; and (ii) 10% for any aggregate gross
proceeds in excess of $20 million.

Hilco will also be reimbursed from the Gross Proceeds of the
sale for all reasonable and customary expenses in connection with
the performance of its services.

The firm's Ian S. Fredericks assures the Court that neither Hilco
nor the employees comprising it hold or represent an interest
adverse to the estates with respect to the matters on which they
are to be employed.

The Debtors' Reorganization Counsel may be reached at:

   STUTMAN, TREISTER & GLATT PROFESSIONAL CORPORATION
   Gary E. Klausner, Esq.
   Danielle A. Pham, Esq.
   Michael S. Neumeister, Esq.
   1901 Avenue of the Stars, 12th Floor
   Los Angeles, CA 90067
   Telephone: (310)228-5600
   Telecopy:  (310)228-5788
   E-mail: gklausner@stutman.com
           dpham@stutman.com
           mneumeister@stutman.com

                        About Colorep Inc.

Colorep Inc., an industrial printer from Harrisonburg, Virginia,
filed for Chapter 11 protection (Bankr. C.D. Cal. Case No.
13-27689) on July 10 in Los Angeles, owing $17 million to secured
lender Meserole LLC.  The company licenses a fabric-dyeing
process known as AirDye.  Colorep's subsidiary Transprint USA Inc.
also filed in Chapter 11.  Transprint produces transfer-printing
paper.

Stutman, Treister & Glatt, P.C. represents Colorep as
reorganization counsel while Stubbs, Alderton & Markiles LLP
serves as it special corporate counsel.

Meserole, LLC, is represented by Frank T. Pepler, Esq., and Stuart
M. Brown, Esq., at DLA Piper LLP (US).


COMARCO INC: Trial Date of Kensington Litigation Set on July 28
---------------------------------------------------------------
ACCO Brands USA LLC and its Kensington Computer Products Group
division, in response to a letter from Comarco asserting
infringement of five of Comarco's patents, filed a lawsuit against
Comarco, Inc., alleging that five of Comarco's asserted patents
relating to power technology are invalid or not infringed by
products made or sold by Kensington.  On Feb. 29, 2012, Comarco
filed a cross-complaint alleging infringement by Kensington of
each of the Company's five asserted patents.  Efforts to resolve
the dispute, by court ordered mediation, have been unsuccessful.

The trial date for this matter was previously scheduled for
January 2014.  On Aug. 29, 2013, the Company learned that a new
trial date has been set for July 28, 2014.  This litigation is
ongoing and its outcome is not determinable at this time.

                         About Comarco Inc.

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

Comarco disclosed a net loss of $5.59 million on $6.33 million of
revenue for the year ended Jan. 31, 2013, as compared with a net
loss of $5.31 million on $8.06 million of revenue for the year
ended Jan. 31, 2012.  As of April 30, 2013, the Company had $3.86
million in total assets, $11.05 million in total liabilities and a
$7.19 million total shareholders' deficit.

Squar, Milner, Peterson, Miranda & Williamson, 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 and
negative cashflow from operations, has negative working capital
and uncertainties surrounding the Company's ability to raise
additional funds.  These factors, among others, raise substantial
doubt about its ability to continue as a going concern.


COMMUNITY WEST: Files Form 10-Q; Earns $2.1-Mil. in 2nd Quarter
---------------------------------------------------------------
Community West Bancshares filed its quarterly report on Form 10-Q,
reporting net income of $2.13 million on net interest income of
$5.86 million for the three months ended June 30, 2013, compared
with a net loss of $591,000 on net interest income of
$6.56 million for the same period last year.

The Company reported net income of $3.22 million on net interest
income of $11.66 million for the six months ended June 30, 2013,
compared with net income of $228,000 on net interest income of
$13.09 million for the corresponding period in 2012.

"The provision for loan losses decreased from $1.9 million for the
second quarter of 2012 to ($1.1 million) for the second quarter of
2013.  For the year to date 2013, provision was ($1.3 million)
compared to $3.9 million in 2012.  The Company has been
experiencing a downward trend in net charge-offs and increased
credit quality, which released some reserves due to improved
quantitative factors.  The ratio of allowance for loan losses to
loans held for investment decreased from 3.59% at June 30,, 2012,
to 3.14% at June 30, 2013.

"Total non-interest income increased by $0.3 million, or 56.3%,
for the second quarter 2013 compared to 2012, primarily due to
fees from loan originations and loan servicing.  Loan servicing,
net for 2013 compared to 2012 improved mostly from declined
servicing asset amortization and interest only strip fair market
write-downs.

"Total non-interest income for the six months ended June 30, 2013,
compared to 2012 declined by $0.8 million mostly due to the sale
of $10.1 million in SBA loans with the resulting gain of $973,000
and the sale of $4.0 million of investment securities resulting in
a gain of $121,000, both of which occurred in the first quarter of
2012 partially offset by increased fees from loans in 2013.

The Company's balance sheet at June 30, 2013, showed
$536.10 million in total assets, $474.01 million in total
liabilities, and stockholders' equity of $62.09 million.

"Despite the Bank meeting both the capital requirements to be
deemed "well capitalized" and the capital requirements of the OCC
Agreement at June 30, 2013, the Bank is nevertheless deemed to be
"adequately capitalized" as a result of the OCC Agreement's
requirement to achieve and maintain specific capital levels.

A copy of the Form 10-Q is available at http://is.gd/7TYzCC

Community West Bancshares is a financial services company
headquartered in Goleta, California that provides full service
banking and lending through its wholly owned subsidiary Community
West Bank, which has five California branch banking offices in
Goleta, Santa Barbara, Santa Maria, Ventura and Westlake Village.


COMMUNITY FIRST: Reports $390,000 Net Income in Second Quarter
--------------------------------------------------------------
Community First, Inc., filed its quarterly report on Form 10-Q,
reporting net income of $390,000 on net interest income of
$3.24 million for the three months ended June 30, 2013, compared
with net income of $351,000 on net interest income of
$4.16 million for the same period last year.

The Company reported net income of $593,000 on net interest income
of $6.61 for the six months ended June 30, 2013, compared with net
income of $2.12 million on net interest income of $8.53 million
for the comparable period in 2012.

"In the first six months of 2013, the Bank recorded a $300,000
provision for loan loss compared to $700,000 in the same period in
2012.

"Total noninterest income for the first six months of 2013 was
$1,429,000 a decrease of $1,948,000 or 57.7% from $3,377,000 for
the same period in 2012.  The decrease is primarily due to the
gain of $1,466,000 on the Bank's sale of its Murfreesboro,
Tennessee branch location that occurred during the first six
months of 2012.  The decrease is also due to a decrease in the
gain on sale of securities available for sale and a decrease in
other service charges, commissions and fees."

The Company's balance sheet at June 30, 2013, showed
$467.46 million in total assets, $458.78 million in total
liabilities, and shareholders' equity of $8.68 million.

"The sales of the Bank's Murfreesboro, Tennessee branch location,
on March 30, 2012, and Franklin, Tennessee branch location, on
Dec. 7, 2012, resulted in gains of $1,466,000 and $2,601,000,
respectively.  These gains contributed to the improvement in the
Bank's capital in 2012.  However, despite the improvement, the
Bank's Tier 1 to Average Assets ratio as of June 30, 2013, was
below what the Bank agreed to achieve under the terms of the
Consent Order.  Based on June 30, 2013 levels of average assets
and risk-weighted assets, the required amount of additional Tier 1
capital necessary to meet the requirements of the Consent Order
was approximately $5,100,000.  The Bank's capital ratios at
June 30, 2013, were above those levels necessary to be considered
"well capitalized" under the regulatory framework for prompt
corrective action.  The existence of the Consent Order requires
regulators to continue to classify the Bank as "adequately
capitalized" even though the capital levels would qualify as "well
capitalized" if the Consent Order were not in place."

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

Columbia, Tenn.-based Community First, Inc., is a registered bank
holding company under the Bank Holding Company Act of 1956, as
amended, and became so upon the acquisition of all the voting
shares of Community First Bank & Trust on Aug. 30, 2002.  The Bank
conducts substantially all of its banking activities in Maury,
Williamson and Hickman Counties, in Tennessee.


COMBIMATRIX CORP: Incurs $121,000 Net Loss in Second Quarter
------------------------------------------------------------
CombiMatrix Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $121,000 on $1.50 million of total
revenues for the three months ended June 30, 2012, compared with a
net loss of $2.03 million on $1.31 million of total revenues for
the same period last year.

The Company reported a net loss of $169,000 on $3.11 million of
total revenues for the six months ended June 30, 2013, compared
with a net loss of $4.40 million on $2.58 million of total
revenues for the comparable period in 2012.

The Company recognized a non-operating, warrant derivative gain of
$1.44 million for the three months ended June 30, 2013, and
combined warrant derivative gains of $3.27 million for the six
months ended June 30, 2013.

The Company's balance sheet at June 30, 2013, showed $8.60 million
in total assets, $2.93 million in total liabilities, and
stockholders' equity of $5.67 million.

"We have a history of incurring net losses and net operating cash
flow deficits.  We are also deploying new technologies and
continue to develop new and improve existing commercial diagnostic
testing services.  At June 30, 2013, we had cash and cash
equivalents of $5.7 million and anticipate that our cash and cash
equivalent balances, aided by recent financing activities (see
Note 4), will be sufficient to meet our cash requirements into the
third quarter of 2014.  However, the uncertainty regarding our
ability to execute our business plan beyond this point raises
substantial doubt about our ability to continue as a going
concern."
A copy of the Form 10-Q is available at http://is.gd/xXJo7C

Irvine, Calif.-based CombiMatrix Corporation (NASDAQ: CBMX)
provides valuable molecular diagnostic solutions and comprehensive
clinical support for the highest quality of care.  The Company
specializes in miscarriage analysis, prenatal and pediatric
healthcare, offering DNA-based testing for the detection of
genetic abnormalities beyond what can be identified through
traditional methodologies.


COMPETITIVE TECHNOLOGIES: Tonaquint Has 892,514 Shares Warrants
---------------------------------------------------------------
Competitive Technologies, Inc., previously entered into a
securities purchase agreement with Tonaquint, Inc., pursuant to
which Tonaquint will acquire a $112,500 convertible promissory
note, as well as a warrant for 892,514 shares.  Total
consideration paid by Tonaquint for the Note and the Warrant is
$100,000.

The note is convertible at a conversion price of $0.30 per share
for a total of 375,000 shares, matures on May 16, 2014, and
carries an interest rate of 7 percent, compounded daily.  The
Warrant is convertible at an exercise price of $0.35 per share for
a total possible cash payment of $312,380, is exercisable on
July 16, 2013 and expires July 31, 2018.

                  About Competitive Technologies

Fairfield, Conn.-based Competitive Technologies, Inc. (OTC QX:
CTTC) -- http://www.competitivetech.net/-- was established in
1968.  The Company provides distribution, patent and technology
transfer, sales and licensing services focused on the needs of its
customers and matching those requirements with commercially viable
product or technology solutions.  Sales of the Company's
Calmare(R) pain therapy medical device continue to be the major
source of revenue for the Company.

Competitive Technologies incurred a net loss of $3 million on
$546,139 of gross profit from product sales in 2012, as compared
with a net loss of $3.59 million on $1.86 million of gross profit
from product sales in 2011.  As of June 30, 2013, the Company had
$4.47 million in total assets, $9.78 million in total liabilities
and a $5.31 million total shareholders' deficit.

Mayer Hoffman McCann CPAs (The New York Practice of Mayer Hoffman
McCann P.C.), 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 at Dec. 31,
2012, the Company has incurred operating losses since fiscal year
2006.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.


CYCLONE POWER: TCA Global Agrees to Buy $2 Million Debentures
-------------------------------------------------------------
Cyclone Power Technologies, Inc., closed a securities purchase
agreement with TCA Global Credit Master Fund, LP, on Aug. 30,
2013.  Pursuant to the terms of the Purchase Agreement, TCA will
purchase from the Company up to $2,000,000 of senior secured
redeemable debentures over the following 12 months.

As of the Closing Date, TCA purchased a Debenture in the amount of
$400,000 which bears simple interest at 12 percent per annum plus
a 6 percent redemption premium, and matures in 12 months.  Ten
equal monthly interest and principal payments will commence in
December 2013 with only interest due prior to then.  The Debenture
is not convertible into common stock unless the Company is in
Default.  There is no pre-payment penalty associated with the
Debenture.

The Company's obligations to TCA under the Debentures are secured
by a security agreement granting TCA an unconditional and
continuing first priority security interest in the Company's
assets and a separate security agreement and guaranty signed by
the Company's two subsidiaries, Cyclone-WHE LLC and Cyclone
Performance LLC.

Under the Purchase Agreement, as consideration for advisory
services provided by TCA to the Company prior to the Closing Date,
the Company has paid to TCA a fee of $100,000 in shares of
restricted common stock.  Additionally, TCA or its associates have
received certain other legal, diligence and commitment fees
pursuant to the Purchase Agreement.

A copy of the Securities Purchase Agreement is available at:

                       http://is.gd/ilPy8O

                        About Cyclone Power

Pompano Beach, Fla.-based Cyclone Power Technologies, Inc. (Pink
Sheets: CYPW) is a clean-tech engineering company, whose business
is to develop, commercialize and license its patented Rankine
cycle engine technology for applications ranging from renewable
power generation to transportation.  The Company is the successor
entity to the business of Cyclone Technologies LLLP, a limited
liability limited partnership formed in Florida in June 2004.
Cyclone Technologies LLLP was the original developer and
intellectual property holder of the Cyclone engine technology.

Cyclone Power disclosed a net loss of $3 million on $1.13 million
of revenue for the year ended Dec. 31, 2012, as compared with a
net loss of $23.70 million on $250,000 of revenue in 2011.  The
Company's balance sheet at June 30, 2013, showed $1.36 million
in total assets, $4.26 million in total liabilities and a $2.89
million total stockholders' deficit.

Mallah Furman, in Mallah Furman, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company's dependence on outside financing, lack of sufficient
working capital, and recurring losses raises substantial doubt
about its ability to continue as a going concern.


DELTA OIL & GAS: Incurs $114K Net Loss in Second Quarter
--------------------------------------------------------
Delta Oil & Gas, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of US$113,699 on US$145,173 of revenue for
the three months ended June 30, 2013, compared with a net loss of
US$185,668 on US$121,057 of revenue for the same period last year.

The Company reported a net loss of US$268,801 on US$291,884 of
revenue for the six months ended June 30, 2013, compared with a
net loss of US$289,921 on US$247,775 of revenue for the
corresponding period of 2012.

The Company's balance sheet at June 30, 2013, showed
US$1.63 million in total assets, US$114,627 of total liabilities,
and shareholders' equity of US$1.52 million.

"As shown in the accompanying consolidated financial statements,
the Company has incurred a net loss of US$6,221,738 since
inception.  To achieve profitable operations, the Company requires
additional capital for obtaining producing oil and gas properties
through either the purchase of producing wells or successful
exploration activity.  Management believes that sufficient funding
will be available to meet its business objectives including
anticipated cash needs for working capital and is currently
evaluating several financing options.  However, there can be no
assurance that the Company will be able to obtain sufficient funds
to continue the development of its properties and, if successful,
to commence the sale of its projects under development.  As a
result of the foregoing, there exists substantial doubt about the
Company's ability to continue as a going concern."

A copy of the Form 10-Q is available at http://is.gd/QTYzd7

Vancouver, Canada-based Delta Oil & Gas, Inc., is an independent
natural gas and oil company engaged in the exploration,
development and acquisition of natural gas and oil properties in
the United States and Canada.


DETROIT, MI: Snyder, Dillon Subpoenaed in Bankruptcy
----------------------------------------------------
The Associated Press reported that Gov. Rick Snyder and Treasurer
Andy Dillon have been subpoenaed to give depositions about
decisions they made that may be tied to Detroit's bankruptcy
filing.

According to the report, documents filed on Sept. 5 in Detroit
federal court show Snyder's transformation manager Richard Baird
also was served a subpoena.

Snyder is ordered to appear Sept. 17 at the American Federation of
State, County and Municipal Employees Council 25 office in
Detroit, the report related.  Dillon and Baird must appear Sept.
18.

The union claims state-appointed emergency manager Kevyn Orr has
negotiated in bad faith while trying to restructure $18 billion or
more in debt, the report said.

A hearing is scheduled on Sept. 10 on the state's motion to keep
the officials from testifying.

                    About Detroit, Michigan

The city of Detroit, Michigan, weighed down by more than
$18 billion in accrued obligations, sought municipal bankruptcy
protection on July 18, 2013, by filing a voluntary Chapter 9
petition (Bankr. E.D. Mich. Case No. 13-53846).  Detroit listed
more than $1 billion in both assets and debts.

Kevyn Orr, who was appointed in March 2013 as Detroit's emergency
manager, signed the petition.  Detroit is represented by
lawyers at Jones Day and Miller Canfield Paddock and Stone PLC.

Michigan Governor Rick Snyder authorized the bankruptcy filing.

The filing makes Detroit the largest American city to seek
bankruptcy, in terms of population and the size of the debts and
liabilities involved.

The city's $18 billion in debt includes $5.85 billion in special
revenue obligations, $6.4 billion in post-employment benefits,
$3.5 billion for underfunded pensions, $1.13 billion on secured
and unsecured general obligations, and $1.43 billion on pension-
related debt, according to a court filing.  Debt service consumes
42.5 percent of revenue.  The city has 100,000 creditors and
20,000 retirees.

Detroit is represented by David G. Heiman, Esq., and Heather
Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett,
Esq., at Jones Day, in Los Angeles, California; and Jonathan S.
Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield
Paddock and Stone PLC, in Detroit, Michigan.

Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing
the American Federation of State, County and Municipal Employees
and the International Union.

Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is
representing the United Automobile, Aerospace and Agricultural
Implement Workers of America.

A nine-member official committee of retired workers was appointed
in the case.  The Retirees' Committee is represented by Dentons US
LLP.


DIAGNOSTIC IMAGING: Incurs $68,900 Net Loss in Second Quarter
-------------------------------------------------------------
Diagnostic Imaging International Corp. filed its quarterly report
on Form 10-Q, reporting a net loss of $68,916 on $1.19 million of
sales for the three months ended June 30, 2013, compared with a
net loss of $9,652 on $832,016 of sales for the same period last
year.

The Company reported a net loss of $100,946 on $2.49 million of
sales for the six months ended June 30, 2013, compared with a net
loss of $24,926 on $1.64 million of sales for the corresponding
period of 2012.

The Company's balance sheet at June 30, 2013, showed $3.04 million
in total assets, $3.08 million in total liabilities, and a
shareholders' deficit of $37,650.

"As shown in the accompanying consolidated financial statements,
the Company incurred [comprehensive] net losses of $97,656 for the
six months ended June 30, 2013, as well as a working capital
deficit of $707,921. These conditions raise substantial doubt as
to if the company's ability to continue as a going concern.

A copy of the Form 10-Q is available at http://is.gd/2kV6kE

Las Vegas, Nev.-based Diagnostic Imaging International Corp. owns
and operates Canadian Teleradiology Services, Inc. ("CTS"), a
company that provides remote reading of diagnostic imaging scans
for rural hospitals and clinics.  In early 2010, the Company
modified its business plan to grow its CTS subsidiary while
commencing the acquisition of existing full service imaging
clinics located in the United States and exploring the development
of new diagnostic imaging technology.  In 2012, the Company
purchased Schuylkill Open MRI, Inc. ("SMI") an independent
Magnetic Resonance Imaging (MRI) facility located in Pottsville,
Pennsylvania.


DUMA ENERGY: Terminates Employment of VP of Operations
------------------------------------------------------
Steven Carter's employment with Duma Energy Corp. was terminated
effective Aug. 30, 2013.  Mr. Carter served as the Company's vice
president of operations since December 2006.  Mr. Carter's primary
responsibilities were with respect to the Company's South Texas
operations.  The Company's current focus is on its Galveston Bay
(Texas) and Namibia oil and gas interests and as such the Company
determined that Mr. Carter's services are no longer required.  Mr.
Carter continues to serve as a director of the Company.

As a result, the Company's current directors and Executive
Officers are as follows:

     Name                    Position
     ----                    --------
     Jeremy Glenn Driver     President, Chief Executive Officer,
                             Chairman and a director

     John E. Brewster, Jr.   Director

     Steven L. Carter        Director

     Leonard Garcia          Director

     Chris Herndon           Director

     Sarah Berel-Harrop      Secretary, Treasurer and Chief
                             Financial Officer

                         About Duma Energy

Corpus Christi, Tex.-based Duma Energy Corp. --
http://www.duma.com/-- formerly Strategic American Oil
Corporation, is a growth stage oil and natural gas exploration and
production company with operations in Texas, Louisiana, and
Illinois.  The Company's team of geologists, engineers, and
executives leverage 3D seismic data and other proven exploration
and production technologies to locate and produce oil and natural
gas in new and underexplored areas.

Duma Energy incurred a net loss of $4.57 million for the year
ended July 31, 2012, compared with a net loss of $10.28 million
during the prior fiscal year.  For the nine months ended April 30,
2013, the Company incurred a net loss of $39.23 million on $5.10
million of revenues.   As of April 30, 2013, the Company had
$25.78 million in total assets, $15.47 million in total
liabilities and $10.30 million in total stockholders' equity.


EL FARMER: Discloses Use Terms of PR Asset's Cash Collateral
------------------------------------------------------------
El Farmer, Inc. disclosed the terms of the use of PR Asset
Portfolio 2013-1 International, LLC's cash collateral.

As of the Petition Date, the Debtor owes PR Asset two aggregate
loans as: Loan A for $6,394,799 and Loan B for $5,278,231.

The amount needed by the Debtor for September includes $39,061 to
be paid to Banco Popular; and $128,867 for all other expenses.  A
copy of the budget is available for free at:

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

In accordance with prior authorizations, the Debtor is to pay PR
Asset Portfolio $9,084 each weekly production period.

A preliminary or final hearing in the matter has been scheduled
for mid-September.

As reported in the Troubled Company Reporter on Sept. 3, 2013, the
Debtor and PR Asset jointly asked the bankruptcy court to allow
the Debtor's use of PR Asset's cash collateral until Sept. 30,
2013.

The TCR earlier reported on Aug. 29, 2013 that El Farmer sought
Court approval of the cash collateral use, without the consent of
PR Asset Portfolio (formerly Banco Popular), for the period of
Sept. 1, 2013, to Oct. 31, 2013, for the payment of the Debtor's
operating expenses.

PR Asset only agrees to the use of its cash collateral up to
September 30 conditioned on a $9,084 weekly payment.

PR Asset is represented by Patrick D. O'Neill, Esq., at  O'NEILL &
GILMORE, P.S.C.

                          About El Farmer

El Farmer, Inc., filed a Chapter 11 petition (Bankr. D.P.R. Case
No. 12-09687) in Old San Juan, Puerto Rico on Dec. 7, 2012.  The
Debtor scheduled $18.3 million in assets and $12.0 million in
liabilities, including $11.0 million owed to secured creditor
Banco Popular De Puerto Rico.  The Debtor owns farm lands in
Isabela, Puerto Rico.  Modesto Bigas Mendez, Esq., at Bigas &
Bigas, in Ponce, P.R., represents the Debtor as counsel.


ELEPHANT TALK: Has Until Nov. 30 to Regain NYSE MKT Compliance
--------------------------------------------------------------
Elephant Talk Communications Corp. received a notice from the NYSE
MKT LLC indicating that the Company made a reasonable
demonstration of its ability to regain compliance with Section
1003(a)(iv) of the Company Guide of the NYSE MKT LLC.  As a
result, the Exchange accepted the Company's updated plan of
compliance and granted the Company a further extension until
Nov. 30, 2013, to regain compliance with the continued listing
standards.

The Company initially received notice from the Exchange on May 17,
2013, indicating that the Company does not satisfy the continued
listing standards of the Exchange set forth in Section 1003(a)(iv)
of the Company Guide in that the Company has sustained losses
which are so substantial in relation to its overall operations, or
its existing financial resources, or its financial condition has
become so impaired that it appears questionable, in the opinion of
the Exchange, as to whether the Company will be able to continue
operations or meet its obligations as it matures.  The Company was
afforded an opportunity to submit its initial plan of compliance
to the Exchange and on May 31, 2013, the Company presented its
Plan to the Exchange.  On June 13, 2013, the Exchange accepted the
Plan and granted the Company an extension until Aug. 31, 2013.

Based on a review of information provided by Elephant Talk through
Aug. 28, 2013, the NYSE MKT has determined that while the Company
has not yet regained full compliance with Section 1003(a)(iv) of
the listing standards, the Company has made an acceptable
demonstration of its ability to regain compliance by the end of
the extended plan period.  In an effort to improve the Company's
liquidity, Steven van der Velden, the Company's chief executive
officer and a board member, invested over $5.8 million as part of
larger financings.  The Company said it is devoted to regaining
compliance with the listing standards.  The Company will continue
to remain subject to periodic review by the NYSE MKT during the
extension period.

"Management remains in discussions with the NYSE MKT in order to
complete the necessary steps to regain full listing compliance,"
said Mr. van der Velden, CEO of the Company.  "Our increased
revenue in our mobile and security businesses combined with being
break-even in the month of June for the first time in the
Company's history provided the foundation for regaining compliance
with the listing standards.  Our monthly recurring revenue model
produced 70% margins during the second quarter in connection with
our contracts with Iusacell in Mexico, the Zain Group in the
Middle East and Vodafone in Spain.  In addition, we believe our
cyber security business is making significant progress within the
global banking industry."

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.

                       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.


EMISPHERE TECHNOLOGIES: Incurs $14-Mil. Net Loss in Second Quarter
------------------------------------------------------------------
Emisphere Technologies, Inc., reported a net loss of
$13.98 million for the three months ended June 30, 2013, compared
with net income of $2.77 million for the same period last year.

"Operating expenses increased $0.37 million or 26% for the three
months ended June 30, 2013, in comparison to the same period last
year.

"Other non-operating expense for the three months ended June 30,
2013, increased $16.4 million, or 391%, in comparison to the same
period last year, due primarily to a $16.9 million change in the
fair value of derivative instruments arising from the
Restructuring Agreement as it relates to warrants with certain
conversion features and a change in valuation method from the
Black Scholes model to the Monte Carlo model, offset by a
$0.6 million decrease in interest expense related to the MHR
Convertible Note discount fully amortized at the Sept. 26, 2012
default.

The Company reported a net loss of $16.41 million for the six
months ended June 30, 2013, compared with net income of
$2.03 million for the corresponding period in 2012.

The Company's balance sheet at June 30, 2013, showed $8.17 million
in total assets, $90.56 million in total liabilities, and a
stockholders' deficit of $82.39 million.

"The Company is pursuing several courses of action to address its
deficiency in capital resources, including the global
commercialization of B12, seeking new partnerships, leveraging
existing partnerships, and capital markets financings.  While our
plan is to raise capital and/or to pursue partnering
opportunities, we cannot be sure that our plans will be
successful.  The Company estimates that if we fail to raise
additional capital or obtain substantial cash inflows from
existing or new partners prior to the third quarter of 2014, the
Company could be forced to cease operations.  These conditions
raise substantial doubt about our ability to continue as a going
concern."

A copy of the Form 10-Q is available at http://is.gd/yjy5Ga

Roseland, N.J.-based Emisphere Technologies, Inc. (OTC BB: EMIS)
is a biopharmaceutical company that focuses on a unique and
improved delivery of therapeutic molecules and commercialization
of its own product candidates using its Eligen(R) Technology.
These molecules could be currently available or are under
development.


EMPIRE RESORTS: Signs New Option Agreement with EPR Properties
--------------------------------------------------------------
Empire Resorts, Inc., and EPR Properties announced that their
respective subsidiaries, Monticello Raceway Management, Inc., and
EPT Concord II, LLC, have agreed to amend an option agreement
between MRMI and EPT in which EPT granted MRMI the right to lease
certain property held by EPT at the site of the former Concord
Resort in Sullivan County, New York, on which the parties have
planned to develop a regional destination casino resort, hotel and
harness racetrack.

Emanuel Pearlman, chairman of the Board of Empire Resorts stated,
"We are pleased to enter into this Option Agreement with EPR
further enhancing the relationship between our Companies.
Importantly, the Option Agreement provides the flexibility
required to accommodate any outcome of the November 2013 New York
State Constitution Amendment referendum.  Consequently, we are
well-positioned to provide upstate New York with desperately
needed economic development and jobs."

David Brain, president and CEO of EPR Properties stated, "This new
Option Agreement allows us to be responsive to the outcomes of the
New York State Constitution Amendment referendum, and enables
maximum utilization of our existing land investment in Sullivan
County."

Based on the amendment, MRMI's option to lease the property is
extended to various dates in the future based upon whether or not
the amendment to the New York State Constitution authorizing up to
seven non-tribal casinos is approved by voters at the November
2013 referendum.  MRMI may extend the term of the Option Agreement
on a monthly basis, by paying monthly fees that escalate annually,
until a future date based upon certain trigger events.

The Option Agreement marks another milestone for the project,
including adoption of a comprehensive final site development plan
for Phase 1 of the project by the Town of Thompson on July 10,
2013.  Empire has also signed a Project Labor Agreement with the
Hudson Valley Building & Construction Trades Council, as well as
an executed Labor Peace Agreement with the New York Hotel and
Motel Trades Council.

Phase 1 of the Concord Resort project includes a casino resort
with a hotel, harness horse racetrack, grandstand/showroom,
simulcast facility, banquet event center, restaurants, parking
facilities, and infrastructure components that are critical to
support the overall success of the Project.  It is also
anticipated that site plan approvals for both the Golf Phase and
select components of the Entertainment Village Phase will be
obtained in the coming months.  The combined economic impact of
these phases will create over 1,000 new full-time equivalent jobs
at the site.  The direct effect on the local economy from this
initial phase is estimated at approximately $290 million annually.
For Sullivan County the total annual economic activity expected to
result from the initial phase of operations alone is estimated at
$395 million.

                        About Empire Resorts

Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY)
-- http://www.empireresorts.com/-- owns and operates Monticello
Casino & Raceway, a video gaming machine and harness racing track
and casino located in Monticello, New York, 90 miles northwest of
New York City.

Empire Resorts reported a net loss applicable to common shares of
$2.26 million in 2012, as compared with a net loss applicable to
common shares of $1.57 million in 2011.  As of June 30, 2013, the
Company had $60.48 million in total assets, $51.51 million in
total liabilities and $8.96 million in total stockholders' equity.


ENERGY FOCUS: Incurs $679,000 Net Loss in Second Quarter
--------------------------------------------------------
Energy Focus, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $679,000 on $7.38 million of sales for the
three months ended June 30, 2013, compared with a net loss of
$900,000 on $7.67 million of sales for the same period last year.

The Company reported a net loss of $2.11 million on $12.71 million
of sales for the six months ended June 30, 2013, compared with a
net loss of $2.77 million on $12.97 million of sales for the
comparable period in 2012.

The Company's balance sheet at June 30, 2013, showed
$13.29 million in total assets, $12.00 million in total
liabilities, and stockholders' equity of $1.29 million.

A copy of the Form 10-Q is available at http://is.gd/eztO8g

Solon, Ohio-based Energy Focus, Inc. (OTC QB: EFOI) and its
subsidiaries engage in the design, development, manufacturing,
marketing, and installation of energy-efficient lighting systems
and solutions.

                           *     *     *

As reported in the TCR on April 11, 2013, Plante & Moran, PLLC, in
Cleveland, Ohio, in its report on Energy Focus, Inc.'s
consolidated financial statements for the fiscal year ended
Dec. 31, 2012, expressed substantial doubt about the Company's
ability to continue as a going concern, citing the Company's net
losses of $5.7 million, $6.1 million, and $8.5 million during the
years ended Dec. 31, 2012, 2011, and 2010, respectively.


ENCISION INC: Incurs $241K Net Loss in June 30 Quarter
------------------------------------------------------
Encision Inc. filed its quarterly report on Form 10-Q, reporting a
net loss of $240,697 on $2.68 million of total revenue for the
three months ended June 30, 2013, compared with net income of
$10,310 on $3.10 million of total revenue for the three months
ended June 30, 2012.

"Net loss was a result of lower product and service revenue, and
the lower gross profit thereon, and the medical device excise tax.
The net loss was partially reduced by slightly lower operating
expenses.

The Company's balance sheet at June 30, 2013, showed $6.27 million
in total assets, $2.10 million in total liabilities, and
shareholders' equity of $4.17 million.

"We have an accumulated deficit of $17,416,390 at June 30, 2013.
Operating funds have been provided primarily by issuances of our
common stock and warrants, a line of credit, and the exercise of
stock options to purchase our common stock.  Should our liquidity
be diminished in the future because of operating losses, we may be
required to seek additional capital in the future.  Our line of
credit agreement with Silicon Valley Bank is subject to renewal in
May 2014.  There are no assurances that additional capital will be
available to us on terms acceptable to us, or at all.  These
factors raise substantial doubt about our ability to continue as a
going concern."

A copy of the Form 10-Q is available at http://is.gd/g98S2H

Encision Inc. designs, develops, manufactures and markets
innovative surgical devices that allow surgeons to optimize
technique and patient safety during a broad range of surgical
procedures. Based in Boulder, Colorado, the Company pioneered the
development of patented AEM(R) Laparoscopic Instruments to improve
electrosurgery and reduce the chance for patient injury in
minimally invasive surgery.


ERBA DIAGNOSTICS: Reports $87K Net Income in Second Quarter
-----------------------------------------------------------
ERBA Diagnostics, Inc., filed its quarterly report on Form 10-Q,
reporting net income of $87,333 on $6.89 million of net revenues
for the three months ended June 30, 2013, compared with a net loss
of $358,680 on $4.31 million of net revenues for the same period
last year.

                  Three Months ended June 30, 2013

"Income from operations totaled $88,000 in 2013 as compared to an
operating loss of $136,000 in 2012.

"Other income (expense) totaled an other income, net of $11,000 in
2013 as compared to an other expense, net of $195,000 in 2012.
Amounts included in other income (expense), net in the 2013 and
2012 periods were primarily net foreign currency gains and losses,
resulting from deposits held in Euros and transactions of our
Italian subsidiary which were denominated in currencies other than
its functional currency."

The Company reported a net loss of $159,719 on $13.60 million of
net revenues for the six months ended June 30, 2013, compared with
a net loss of $437,135 on $8.58 million of net revenues for the
comparable period in 2012.

                   Six Months Ended June 30, 2013

"Income from operations totaled $151,000 in 2013 as compared to an
operating loss of $255,000 in 2012.

"Other income (expense) totaled an other expense, net of $258,000
in 2013 as compared to an other income, net of $127,000 in 2012.
The decrease in other income to loss from 2012 to 2013 was
primarily the result of acquisition and integration costs of
$211,000 incurred in 2013."

The Company's balance sheet at June 30, 2013, showed
$24.78 million in total assets, $8.84 million in total
liabilities, and stockholders' equity of $15.94 million.

A copy of the Form 10-Q is available at http://is.gd/JK96UC

ERBA Diagnostics, Inc. (NYSE MKT: ERB), headquartered in Miami
Lakes, Florida, is a fully integrated in vitro diagnostics company
that develops, manufactures and distributes in the United States
and internationally, proprietary diagnostic reagents, test kits
and instrumentation, primarily for autoimmune and infectious
diseases, through its legacy subsidiaries - Diamedix Corporation
(U.S.), Delta Biologicals S.r.l. (Europe) and ImmunoVision, Inc.
(U.S.) - and through its recently acquired subsidiaries - Drew
Scientific, Inc. (U.S.) and JAS Diagnostics, Inc. (U.S.).

                           *     *     *

This concludes the Troubled Company Reporter's coverage of
[Company] until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.

ERBA Diagnostics, Inc., announced on Aug. 19, 2013, that the
Company has received a letter from the NYSE MKT LLC stating that
the Company has resolved its prior non-compliance with the
continued listing standards contained in the Exchange's Company
Guide relating to Company's failure to timely file its Quarterly
Report on Form 10-Q for the quarter ended March 31, 2013, because
the Company filed its Quarterly Report on Form 10-Q for the
quarter ended March 31, 2013, with the Securities and Exchange
Commission on Aug. 9, 2013.


FONTANA RDA: Moody's Confirms Ba1 Rating on Tax Bonds
-----------------------------------------------------
Moody's Investors Service has confirmed the Ba1 rating of the
Successor Agency to the Fontana Redevelopment Agency's (CA) Tax
allocation Revenue Bonds 2003, Series A and B and Subordinate Lien
Tax Allocation Revenue Bonds, 2005 Series A. The bonds are secured
by a pledge of tax increment revenues from the agency's North
Fontana Redevelopment Project area.

Ratings Rationale:

The confirmation at Ba1 reflects the weak coverage in the second
period on a combined coverage basis, notwithstanding the large
combined project area, the diversity of the largest taxpayers, and
the strong total assessed value (AV) to incremental AV.
Importantly, however, is the state legislature's willingness to
modify the cash flows available for bond debt service as a
considerable source of uncertainty and a major factor for the
current rating.

The project area's coverage for the first payment period on a
combined basis in calendar year 2013 is a strong 3.3 times, though
falls to a somewhat weak 1.4 times in the second payment period
for the same calendar year. These coverage ratios are expected
through maturity of the bonds. The project area is larger than
Moody's standard threshold of 1,000 acres at 9,476 acres. The
project area's AV declined significantly in fiscal 2010 and
continued to decline before increasing by 1.3% in fiscal 2013.
Moody's expects the combined project area AV to increase in the
near-term. Taxpayer concentration is very diverse at 9% of
incremental 2013 AV. The total AV to incremental AV is strong at
94% in fiscal 2013. The city's wealth indicators are comparable to
national averages.

Under AB X1 26 and AB 1484, the statutes that dissolved all
California redevelopment agencies, tax increment revenue is placed
in trust with the County auditor, who makes semi-annual
distributions of funds sufficient to pay debt service on tax
allocation bonds, including other obligations.

Strengths:

- Strong first payment period debt service coverage

- Assessed value expected to increase

- Large project area

- Diversity of ten largest taxpayers on a combined basis

Challenges:

- Below 2x coverage in the second payment period

What Could Move The Rating- Up

- Significant and sustained increase in assessed valuation

- Increased debt service coverage in the second payment period

What Could Move The Rating- Down

- Erosion of semi-annual debt service coverage

- Protracted assessed value decline

The principal methodology used in this rating was Moody's Analytic
Approach To Rating California Tax Allocation Bonds published in
December 2003.


FOUNTAIN VALLEY: Moody's Confirms Ba1 Tax Bond Rating
-----------------------------------------------------
Moody's Investors Service has confirmed the Ba1 rating on the
Successor Agency to Fountain Valley Agency for Community
Development 1998 Tax Allocation Refunding Bonds (Industrial Area
Redevelopment Project).

Ratings Rationale:

The rating reflects the agency's geographically small but
economically well sized assessed valuation that includes solid
wealth levels and a recovering economy. The rating also
incorporates the agency's weak level of low period debt service
coverage, high taxpayer concentration and solid ratio of increment
to assessed valuation. The bonds are secured by the tax increment
revenues of the agency.

Strengths

- Solid valuation relative to the size of the project area

- Very strong high period debt service coverage

- Strong level of increment to assessed valuation

Challenges

- Weak level of low period debt service coverage

- Geographically small assessed valuation

- High tax payer concentration

What Could Change The Rating Up

- Sizable increase in incremental AV of the project area,
   leading to greater debt service coverage in all semi-annual
   periods

What Could Change The Rating Down

- Material decline in the district's assessed valuation

The principal methodology used in this rating was Moody's Analytic
Approach To Rating California Tax Allocation Bonds published in
December 2003.


FREESEAS INC: Issues 1.8MM Add'l Settlement Shares to Hanover
-------------------------------------------------------------
FreeSeas Inc. issued and delivered to Hanover Holdings I, LLC,
1,800,000 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, 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 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. 29, 2013, the Company
issued and delivered to Hanover an aggregate of 22,308,000
additional settlement shares.

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

                        http://is.gd/oZfwlo

                        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: Issues 1.6MM Add'l Settlement Shares to Hanover
-------------------------------------------------------------
FreeSeas Inc. issued and delivered to Hanover Holdings I, LLC,
1,650,000 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, 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 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 Sept. 3, 2013, the Company
issued and delivered to Hanover an aggregate of 24,108,000
additional settlement shares.

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

                         http://is.gd/wYZabb

                          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.


FUSION TELECOMMUNICATIONS: To Buy Cloud Services Businesses
-----------------------------------------------------------
Fusion Telecommunications International, Inc., and its newly-
formed subsidiary, Fusion Broadvox Acquisition Corp., entered into
an Asset Purchase and Sale Agreement to acquire specified assets
owned by BroadvoxGo! LLC and Cypress Communications, LLC, and used
in the operation of the cloud communications services segment of
Sellers' business.  The Company also agreed to assume
substantially all of the on-going liabilities of the Acquired
Business incurred in the ordinary course of business.

The aggregate purchase price for the assets to be purchased from
Sellers, net of the assumed liabilities, is $32.1 million, payable
in cash, at closing.  The Company will deliver $200,000 into
escrow as a good faith deposit to be refunded to the Company only
under certain limited circumstances, such as Sellers' wrongful
failure to complete the sale or the Company's termination of the
Agreement due to Sellers' failure to satisfy a condition precedent
to closing not waived by the Company.

Consummation of the transactions contemplated by the Agreement is
subject to the satisfaction of certain conditions precedent,
including, but not limited to, completion of an audit of the
financial books and records of the Acquired Business, receipt of
any applicable regulatory approvals and certain third-party
consents, receipt by the Company of sufficient funding to pay the
purchase price and provide for reasonable post-acquisition working
capital requirements, and other customary conditions of closing.

In addition, the closing of the transactions is subject to
demonstration that the Acquired Business achieves annualized
earnings before interest, taxes, depreciation and amortization of
not less than $5 million based on the three months preceding the
closing.  Consummation is also subject to the negotiation of a
series of mutual acceptable agreements relating to post-closing
matters such as (a) certain transition services to be provided to
the Company by Sellers, (b) the shared use of certain equipment
and systems of Sellers on a transition basis and (c) the Company's
use of certain intellectual property of Sellers on a transition
basis.

While the Agreement contemplates that a closing of the sale of the
Acquired Business will take place on the later of Nov. 15, 2013,
or 10 business days following completion of the audit of the
Acquired Business, the conditions precedent to closing are such
that there can be no assurance that the Company will complete its
acquisition of the Acquired Business in that time or at all.

The Acquired Business currently provides a suite of cloud
communications services to approximately 5,800 small, medium and
large-sized companies.  For the year ended Dec. 31, 2012, the
Acquired Business generated unaudited revenues of approximately
$30.9 million, over 90 percent of which is monthly recurring.  The
Company expects to realize considerable synergies after the
transaction is consummated.  Each Seller is a limited liability
company organized under the laws of the State of Delaware and is
affiliated with the other through common control.  The Sellers'
sister companies, not involved in the transactions, also provide
wholesale voice termination and origination services to domestic
customers.

A copy of the Asset Purchase Agreement is available for free at:

                        http://is.gd/qZdbf1

                  About Fusion Telecommunications

New York City-based Fusion Telecommunications International, Inc.
(OTC BB: FSNN) is a provider of Internet Protocol ("IP") based
digital voice and data communications services to corporations and
carriers worldwide.

The Company reported a net loss of $5.20 million in 2012, as
compared with a net loss of $4.45 million in 2011.  The Company's
balance sheet at June 30, 2013, showed $27.32 million in total
assets, $31.16 million in total liabilities and a $3.84 million
total stockholders' deficit.

Rothstein Kass, in Roseland, 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 had negative working capital balances, incurred
negative cash flows from operations and net losses since
inception, and has limited capital to fund future operations that
raises a substantial doubt about their ability to continue as a
going concern.


GATEHOUSE MEDIA: Has Agreement with Newcastle to File Bankruptcy
----------------------------------------------------------------
Newcastle Investment Corp., owner of approximately $626 million
face value of Gatehouse's total indebtedness, or approximately 52
percent, disclosed, among other things, that it had entered into
an agreement with the Company and certain other holders of the
Company's debt related to a potential restructuring of the Company
pursuant to a prepackaged plan of reorganization under Chapter 11
of the United States Code.

Newcastle also disclosed financial projections for GateHouse's
post-restructuring operations for 2013 - 2016.  For fiscal year
2013, the Company projects that it will achieve approximately $475
million in revenue and $73 million in As Adjusted EBITDA.  For
fiscal year 2014, the Company projects that it will achieve
approximately $489 million in revenue, $70 million in As Adjusted
EBITDA and $57 million in "funds from operations", defined as GAAP
net income plus depreciation and amortization after adjustments
for permanent cash tax savings.  For fiscal year 2015, the Company
projects that it will achieve approximately $510 million in
revenue, $80 million in As Adjusted EBITDA and $65 million in
"funds from operations".  For fiscal year 2016 the Company
projects that it will achieve approximately $522 million in
revenue, $85 million in As Adjusted EBITDA and $68 million in
"funds from operations".

The Company previously issued the following statement in its
annual report for the year ended Dec. 30, 2012.

"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."

                      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.

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.


GENIUS BRANDS: Incurs $543K Net Loss in Second Quarter
------------------------------------------------------
Genius Brands International, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $543,249 on $622,324 of
revenues for the three months ended June 30, 2013, compared with a
net loss of $583,247 on $1.64 million of total revenues for the
same period last year.

The Company reported a net loss of $1.49 million on $1.36 million
of total revenues for the six months ended June 30, 2013, compared
with a net loss of $1.18 million on $2.67 million of total
revenues for the corresponding period of 2012.

The Company's balance sheet at June 30, 2013, showed $1.88 million
in total assets, $3.26 million in total liabilities, and a
stockholders' deficit of $1.38 million.

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

San Diego, Calif.-based Genius Brands International, Inc., creates
and distributes music-based products which it believes are
entertaining, educational and beneficial to the well-being of
infants and young children under its brands, including Baby Genius
and Little Genius.


GO DADDY: Moody's Keeps 'B1' CFR on News of Planned Acquisitions
----------------------------------------------------------------
Moody's Investors Service affirmed Go Daddy Operating Company,
LLC's B1 corporate family rating, its B1-PD probability of default
rating, and the Ba3 rating for the company's first lien credit
facilities. The ratings outlook is stable. Go Daddy plans to raise
an incremental $100 million first lien term loan and use the net
proceeds and $65 million of cash on hand to fund tuck-in
acquisitions.

Ratings Rationale:

Go Daddy's planned acquisitions will follow the acquisition of
Locu in August 2013, which the company financed with cash and
stock. Moody's estimates that pro forma for the acquisitions and
increase in debt Go Daddy's leverage (Moody's adjusted total
debt/cash flow from operations +interest expense) will increase
only by about 0.3x to 5.3x. The affirmation of Go Daddy's ratings
is based on Moody's expectations that the company will maintain
strong customer growth rates, produce free cash flow in the range
of 8% to 10% of its total debt, and reduce leverage through
operating cash flow growth to less than 5.0x in the next 12 to 18
months.

The B1 corporate family rating reflects Go Daddy's position as the
largest domain name registrar and a leading web-hosting services
provider. The rating benefits from Go Daddy's strong brand,
especially in the generic top level domain registration market,
which has resulted from years of aggressive marketing and
advertising campaigns funded largely by internally generated cash
flow. The company's highly visible brand and significant marketing
spending drive its strong subscriber growth. Go Daddy's credit
profile is supported by its high levels of customer retention
rates, good organic growth prospects and good levels of free cash
flow relative to debt as capital expenditures have moderated and
are expected to remain stable relative to cash revenue in the
intermediate term.

However, the rating is constrained by Go Daddy's moderately high
leverage and Moody's expectations of aggressive financial policies
under financial sponsors. Despite Go Daddy's good levels of free
cash flow, Moody's expects deleveraging to occur slowly and
primarily through operating cash flow growth, as the company is
expected to allocate surplus funds toward expansion and growth
initiatives. The rating also considers Go Daddy's highly
competitive market for web services, which is characterized by low
barriers to entry, modest pricing power for basic products, and
the low attach rates for add-on services that result in low
average revenue per user (ARPU).

The stable rating outlook reflects Moody's view that Go Daddy will
maintain organic customer growth rates in the high single digit
percentages and stable customer attrition rates.

Moody's could raise Go Daddy's rating if the company generates
strong revenue and operating cash flow growth driven by a mix of
subscriber and ARPU growth. Go Daddy's ratings could be upgraded
if Moody's believes that the company could sustain leverage
(Moody's adjusted total debt/cash flow from operations +interest
expense) below 4.0x.

Moody's could downgrade Go Daddy's ratings if material
deceleration in customer growth, weak business execution or
increasing competitive challenges cause leverage to exceed 6.0x
(Moody's adjusted total debt/cash flow from operations +interest
expense) and free cash flow weakens to the low single digit
percentages of total debt. In addition, large debt-financed
acquisitions or distributions to shareholder could pressure the
ratings.

Moody's affirmed the following ratings:

Issuer -- Go Daddy Operating Company, LLC

Corporate Family Rating -- B1

Probability of Default Rating -- B1-PD

$75 Million Senior Secured Revolver due 2016 -- Ba3, LGD3 --
36%, revised from LGD3 -- 35%

$837 Million (outstanding and upsized) Senior Secured First Lien
Term Loan due 2018 -- Ba3, LGD3 -- 36%, revised from LGD3 -- 35%

Headquartered in Scottsdale, AZ, Go Daddy is a leading provider of
domain name registration, web hosting, and on-demand services. The
company reported approximately $1 billion in revenue under U.S.
GAAP and about $1.3 billion on non-GAAP basis for the twelve
months ended June 30, 2013.

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.


GO DADDY: S&P Retains 'B' CCR Following $100MM Term Loan Add-On
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Scottsdale, Ariz.-headquartered Go Daddy Operating Co. LLC are
unchanged following the company's proposed $100 million first-lien
incremental term loan add-on.

S&P expects the company will use proceeds from the upsize and
$65 million of cash from its balance sheet to finance its planned
acquisitions.  Debt leverage will remain very high, pro forma for
the transaction on a GAAP basis, and will be almost 5x on a cash
basis.  The transaction will increase annual interest expense by
approximately $4 million.  The ratio of discretionary cash flow
plus interest expense over interest expense decreased to 2.3x from
2.4x at June 30, 2013.

S&P's rating on Go Daddy reflects the company's "weak" business
risk profile and "highly leveraged" financial risk profile.  S&P's
business risk assessment is based on tough competition among Web
services providers for small and midsize business spending.  S&P's
financial risk assessment is based on Go Daddy's high lease-
adjusted debt-to-EBITDA ratio, pro forma for the transaction,
consistent with the indicative ratio of 5x or greater S&P
associates with a highly leveraged financial risk profile.  S&P's
governance assessment is "fair."  S&P expects that the ratio of
discretionary cash flow plus interest expense over interest
expense will increase to the mid-2x area over the next 12 months,
fueled by EBITDA growth and increased discretionary cash flow that
is used, at least in part, for debt repayment.

RATINGS LIST

Go Daddy Operating Co. LLC
Corporate Credit Rating                     B/Stable/--

Ratings Unchanged

Go Daddy Operating Co. LLC
$836.9M first-lien term loan due 2018       B
   Recovery Rating                           3


GRAYMARK HEALTHCARE: Unit to Buy HCRI Assets for $39.1 Million
--------------------------------------------------------------
Graymark Healthcare, Inc.'s wholly-owned subsidiary, Foundation
Surgical Hospital Affiliates, LLC, entered into an Agreement of
Sale and Purchase with HCRI Texas Properties, Ltd., and Health
Care REIT, Inc., pursuant to which FSHA agreed to acquire from
Seller the real property occupied and certain personal property
used by FSHA's subsidiary East El Paso Physicians' Medical Center,
LLC, under a master lease agreement between EEPPMC, Seller and
HCN.

The real property covered by the Purchase Sale Agreement includes
the hospital and medical office building occupied by EEPPMC, an
adjoining parcel of vacant land, a promissory note in the
principal amount of $3,600,000 granted by EEPPMC dated Oct. 8,
2010, and certain personal property, including medical equipment,
owned by Seller and attached to or located in and used in the
operation of the Hospital and MOB.  The purchase price under the
Purchase Agreement was $39,066,428.

Simultaneous with the execution of the Purchase Sale Agreement,
FSHA entered into an Agreement in Connection with Assignment and
Assumption of PSA with DOC-FSH El Paso Medical Center, LLC,
whereby FSHA assigned and DOC assumed, all of FSHA's right, title,
interest and obligations in, to and under the Purchase Sale
Agreement, except for the Excess Land, Note and Personal Property.
The consideration under the Assignment Agreement with DOC was
$40,000,000 and was composed of the following:

    1. $39,066,428 which was paid directly to Seller;

    2. $400,000 which was retained by DOC as a security deposit
       for the performance of EEPPMC's payment obligations under
       the Master Lease;

    3. $463,678 which was paid to Graymark and FSHA; and

    4. $69,894 which was paid on behalf of FSHA to cover certain
       legal and closing expenses.

FSHA has a one percent ownership interest in DOC.

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

                        http://is.gd/tS0jgr

                      About Graymark Healthcare

Graymark Healthcare, Inc., headquartered in Oklahoma City, Okla.,
provides care management solutions to the sleep disorder market.
As of June 30, 2012, the Company operated 107 sleep diagnostic and
therapy centers in 10 states.

The Company's balance sheet at June 30, 2013, showed $4.78 million
in total assets, $26.20 million in total liabilities and a $21.41
million total deficit.

                           Going Concern

As of March 31, 2013, the Company had an accumulated deficit of
$60.2 million and reported a net loss of $2.7 million for the
first quarter of 2013.  In addition, the Company used $0.3 million
in cash from operating activities from continuing operations
during the quarter.  On March 29, 2013, the Company signed a
definitive purchase agreement with Foundation Healthcare
Affiliates, LLC to purchase 100 percent of the interests in
Foundation Surgery Affiliates, LLC and Foundation Surgical
Hospital Affiliates, LLC, in exchange for 98.5 million shares of
the Company's common stock.  Management expects the transaction to
close in the second quarter of 2013; however, there is no
assurance the acquisition will close at that time or at all.

"If the Company is unable to close the Foundation transaction or
raise additional funds, the Company may be forced to substantially
scale back operations or entirely cease its operations and
discontinue its business.  These uncertainties raise substantial
doubt regarding the Company's ability to continue as a going
concern," according to the Company's quarterly report for the
period ended March 31, 2013.


GREAT PLAINS: Court to Consider Stay Relief on Plan Hearing
------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
has continued the hearing to consider Wells Fargo Equipment
Finance Inc.'s motion for relief from the automatic stay in the
Chapter 11 case of Great Plain Exploration, LLC.  The Court will
consider the motion at the hearing on the Second Amended
Disclosure Statement.

Wells Fargo has recognized that the Debtor will file a Second
Amended Plan by the Sept. 23 deadline, and that the Court will
most likely defer the ruling on the motion to allow that process
to play out first.

Wells Fargo point out, however, that it was puzzled as to why the
Debtor is opposing the motion and fighting to retain the equipment
which is subject of the motion when in the Debtor's prior plan
efforts, there was no indication whatsoever that the equipment was
going to be utilized in the reorganization.

As reported in the Troubled Company Reporter on Aug. 28, 2013,
the Debtor, by and through its counsel, Bernstein-Burkley, P.C.,
objected to the motion of Wells Fargo to convert the case to one
under Chapter 7 of the Bankruptcy Code, citing that:

  1. Wells Fargo is adequately protected by its lien on the
     Collateral, is receiving interest payments in accordance with
     the prior adequate protection stipulation, and does not set
     forth sufficient grounds for converting the case.

  2. The Debtor's Plan has not been denied confirmation and the
     Debtor's Disclosure Statement remains under consideration by
     the Court.  Debtor continues its attempts to work through the
     objections and arrive at a Plan and Disclosure statement,
     which must be filed by Sept. 23, 2013.

  3. Wells Fargo is adequately protected by its collateral and the
     interest payments.  No other creditor seeks to convert the
     case to Chapter 7.  On the contrary, other creditors continue
     to work with the Debtor to fashion reorganization in this
     case.

  4. The Debtor submits that if Wells Fargo feels that its
     protection is inadequate, it has the ability to bring that
     concern to the attention of the Court by way of its Motion
     for Relief from Stay, which the Debtor also believes in not
     well made.

  5. Conversion is neither warranted nor appropriate under the
     circumstances of this case.

As reported in the TCR on July 18, 2013, Wells Fargo, through its
counsel, Scott McGuireWoods LLP, related that the Debtor has had
more than adequate opportunity to restructure its business
operations and present a viable plan of reorganization, but has
failed to do so.

                    About John D. Oil & Gas Co.

Mentor, Ohio-based John D. Oil & Gas Co., is in the business of
acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio.  The Company has 58 producing wells.  The
Company also has one self storage facility located in Painesville,
Ohio.  The self-storage facility is operated through a partnership
agreement between Liberty Self-Stor Ltd. and the Company.

John D. Oil's affiliated entities -- Oz Gas, LTD., and Great
Plains Exploration, LLC -- filed voluntary Chapter 11 petitions
(Bankr. W.D. Pa. Case Nos. 12-10057 and 12-10058) on Jan. 11,
2012.  Two days later, John D. Oil filed its own Chapter 11
petition (Bankr. W.D. Pa. Case No. 12-10063).

On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A.,
dba Charter One, a receiver was appointed for all three corporate
Debtors, in the United States District Court for the Northern
District of Ohio at case No. 11-cv-2089-CAB.  District Judge
Christopher A. Boyko issued an order appointing Mark E. Dottore as
receiver.  The Receivership Order was appealed to the Sixth
Circuit Court of Appeals on Dec. 19, 2011 and the appeal is
currently pending.

Judge Thomas P. Agresti oversees the Chapter 11 cases.  Robert S.
Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to
the Debtors.  Each of Great Plains and Oz Gas estimated
$10 million to $50 million in assets and debts.  John D. Oil's
balance sheet at Sept. 30, 2011, showed $8.12 million in total
assets, $12.92 million in total liabilities and a $4.79 million
total deficit.  The petitions were signed by Richard M. Osborne,
CEO.

The United States Trustee said a committee under 11 U.S.C. Sec.
1102 has not been appointed because no unsecured creditor
responded to the U.S. Trustee's communication for service on the
committee.


GROWLIFE INC: Incurs $1.6-Mil. Net Loss in Second Quarter
---------------------------------------------------------
GrowLife, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss of $1.62 million on $872,557 of net revenue for the
three months ended June 30, 2013, compared with a net loss of
$756,720 on $208,446 of net revenue for the same period last year.

The Company reported a net loss of $2.80 million on $1.63 million
of net revenue for the six months ended June 30, 2013, compared
with a net loss of $878,406 on $300,205 of net revenue for the
comparable period of 2012.

A significant portion of the Company's net loss for year-to-date
2013 is related to non-cash expenses.

The Company's balance sheet at June 30, 2013, showed $3.41 million
in total assets, $3.16 million in total liabilities, and
shareholders' equity of $250,436.

"For the six months ended June 30, 2013, the Company incurred a
net loss of $2,799,929, cash used in operations was $807,857, and
had an accumulated deficit of $5,820,495.  The Company has
experienced recurring operating losses and negative operating cash
flows since inception, and has financed its working capital
requirements during this period primarily through the recurring
issuance of notes payable and advances from a related party.
These facts indicate that there is substantial doubt of the
Company's continuation as a going concern."

A copy of the Form 10-Q is available at http://is.gd/kn3NQX

Woodland Hills, Calif.-based GrowLife, Inc., manufactures and
supplies branded equipment and expendables that promote and
enhance the experience and the quality of indoor and outdoor urban
gardening.


HOVNANIAN ENTERPRISES: Royce Held 3.7% Pref. Shares at Aug. 31
--------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Royce & Associates, LLC, disclosed that as of
Aug. 31, 2013, it beneficially owned 129,600 shares of convertible
preferred stock of Hovnanian Enterprises, Inc., representing 3.76
percent of the shares outstanding.  Royce & Associates previously
reported beneficial ownership of 307,600 conv. preferred shares at
Dec. 31, 2012.  A copy of the regulatory filing is available for
free at http://is.gd/bJtcw2

                    About Hovnanian Enterprises

Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV)
-- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian,
is one of the nation's largest homebuilders with operations in
Arizona, California, Delaware, Florida, Georgia, Illinois,
Kentucky, Maryland, Minnesota, New Jersey, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and
West Virginia.  The Company's homes are marketed and sold under
the trade names K. Hovnanian Homes, Matzel & Mumford, Brighton
Homes, Parkwood Builders, Town & Country Homes, Oster Homes and
CraftBuilt Homes.  As the developer of K. Hovnanian's Four Seasons
communities, the Company is also one of the nation's largest
builders of active adult homes.

The Company's balance sheet at April 30, 2013, showed $1.61
billion in total assets, $2.09 billion in total liabilities and a
$478.52 million total deficit.

                           *     *     *

As reported by the Troubled Company Reporter on April 25, 2013,
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Hovnanian Enterprises Inc. to 'B-' from 'CCC+'.
"The upgrade reflects strengthening operating performance
supported by the broader recovery in the housing market that, we
believe, should support modest profitability in 2013," said
Standard & Poor's credit analyst George Skoufis.

In the Dec. 11, 2012, edition of the TCR, Fitch Ratings has
affirmed the ratings for Hovnanian Enterprises, Inc. (NYSE: HOV),
including the company's Issuer Default Rating (IDR), at 'CCC'.
The rating for HOV is influenced by the company's execution of its
business model, land policies, and geographic, price point and
product line diversity.  The rating additionally reflects the
company's liquidity position, substantial debt and high leverage.

Hovnanian carries 'Caa2' corporate family and probability of
default ratings from Moody's.

As reported in the TCR on Aug. 5, 2013, Moody's Investors Service
raised the Corporate Family Rating of Hovnanian Enterprises, Inc.
to Caa1 from Caa2.  The upgrade reflects both the industry's
growing strength and Hovnanian's own improved results, which make
it far less likely that the company will default on its debt
obligations.


HUNTER DEFENSE: Moody's Lowers CFR to 'Caa1'; Outlook Negative
--------------------------------------------------------------
Moody's Investors Service downgraded Hunter Defense Technologies,
Inc.'s ratings including its Corporate Family Rating to Caa1 from
B3 and Probability of Default Rating to Caa1-PD from B3-PD due to
the high likelihood that the company will need do a debt
refinancing over the next twelve months in order to address
sizable upcoming debt maturities, weaker than anticipated
operating performance and continued uncertainty in the defense
sector. Concurrently, Moody's lowered the ratings on the company's
first and second lien bank debts by one notch to B3 and Caa3,
respectively. The ratings outlook changed to negative from stable
reflecting elevated near-term refinancing risk.

Ratings downgraded:

Corporate Family Rating to Caa1 from B3;

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

$147 million outstanding first lien term loan (originally $200
million) due August 2014, to B3 (LGD-3, 36%) from B2 (LGD-3,
39%)

$44 million outstanding second lien term loan (originally $80
million) due February 2015, to Caa3 (LGD-5, 84%) from Caa2 (LGD-
5, 88%)

Outlook, changed to Negative from Stable

Ratings Rationale:

The ratings downgrade was prompted by the need to address
meaningful upcoming debt maturities in August 2014 and February
2015 resulting in a weak liquidity profile combined with lower
than expected operating earnings more reflective of the Caa1
rating level. Operating performance is expected to continue to be
negatively impacted by ongoing uncertainty created by Continuing
Resolutions, government furloughs and defense budget cuts
including Sequestration. Lower U.S. troop levels in active
theaters combined with weaker than anticipated earnings from
international sales to offset lower domestic sales have pressured
both revenues and profitability. A weakened liquidity profile as a
result of expected continued tight covenant headroom and lack of a
multi-year revolving credit facility also underlie the ratings.

Hunter Defense's Caa1 corporate family rating reflects elevated
refinancing risk due to the company's entire debt structure coming
due in 2014-2015. In addition, credit metrics are not expected to
improve meaningfully over the intermediate term given uncertainty
regarding future defense budget outlays and level of possible
contract funding delays. Hunter Defense's CFR also reflects the
company's relatively small revenue scale and historically volatile
nature of shelter sales. Performance volatility from quarter to
quarter stems from the timing of orders and Department of Defense
funding delays. Furthermore, the realization of orders in the
company's backlog could also be affected by delays resulting from
defense budget pressures. However, the ratings also consider the
ongoing long-term U.S. military demand for Hunter's
technologically advanced mobile shelter systems and related
products for military training purposes as well as ongoing
military maintenance needs. Of note, the company continues to use
ample cash generated from operations (largely from working capital
changes) to voluntarily prepay debt. However, annual cash
generation is not expected to be sufficient to repay debt
maturities over the next twelve to eighteen months.

The negative outlook reflects a weak liquidity profile stemming
from the timing and economics of any refinancing of senior credit
facility indebtedness coming due in the 2014 to 2015 time period
together with uncertainty regarding degree of operating
performance improvement in light of defense budget pressures.

Hunter's ratings could be subject to downward revision if the
company's liquidity position weakens including not extending
upcoming debt maturities or if debt is increased for large levered
acquisitions or equity distributions in particular. Credit metrics
that may result in a downgrade include debt/EBITDA reaching over
8.0 times and EBIT/interest coverage falling well below 1.0x and
on a sustained basis.

The ratings outlook could be changed to stable if the company
successfully executes a refinancing to address approaching debt
maturities and improves its liquidity profile. The ratings could
be upgraded if the company improves its liquidity position and
achieves sustained growth in credit metrics such that debt to
EBITDA is maintained below 6.0 times and interest coverage over
1.0 times, respectively.

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

Hunter Defense Technologies, Inc., headquartered in Solon, OH, is
a provider of tactical shelters, CBRN (chemical, biological,
radiological, nuclear) filters and collective protective systems,
and mobile power and temperature control equipment for the U.S.
military and Homeland Security. Annual revenues approximate $250
million. Hunter Defense is majority owned by the private equity
firm Metalmark Capital.


HUNTER DEFENSE: S&P Lowers Corporate Credit Rating to 'CCC+'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Hunter Defense Technologies Inc. (Hunter) to 'CCC+' from
'B' and revised the outlook to developing from negative.  At the
same time, S&P revised the company's first-lien recovery rating to
a '1' from '2', reflecting its expectation of very high (90%-100%)
recovery in a payment default scenario.  As a result of a two-
notch-lower corporate credit rating, which is partially offset by
better recovery prospects, S&P lowered the first-lien rating one
notch to 'B' from 'B+'.  S&P maintained a '6' recovery rating on
the second-lien debt, reflecting its expectation of negligible
recovery (0%-10), and lowered the rating to 'CCC-' from 'CCC+', in
line with the change in the corporate credit rating.

"The downgrade reflects deterioration in Hunter's liquidity
profile over the past six months, combined with refinancing risks
associated with upcoming maturities," said credit analyst Chris
Mooney.  In addition, Hunter's $20 million revolving credit
facility expired in August 2013 and its covenant compliance
remains very tight.  Furthermore, approximately $145 million in
debt is due in less than 12 months (August 2014) and we believe
ongoing uncertainty surrounding the defense sector could
complicate the company's ability to refinance upcoming maturities.

"We assess the company's financial risk profile as "highly
leveraged" because of its "weak" liquidity and relatively weak
credit metrics.  We expect debt to EBITDA to remain around 5x and
funds from operations (FFO) to debt to be between 10%-15% over the
next year, as the company continues to use free cash to reduce
debt in an attempt to maintain covenant compliance.  However, some
volatility may exist around our base forecast due to the potential
for further delays in orders.  We also factor in Hunter's
ownership by Metalmark Capital, a private equity firm, which we
believe increases the chances of future debt-financed dividends or
acquisitions, although we believe this is unlikely in the near
term.  We consider the company's business risk profile "weak"
because of its modest revenue base and somewhat limited product
diversity, combined with reductions to U.S. defense spending," S&P
added.

"Although we expect earnings to stabilize at current levels over
the next year, we believe a significant amount of uncertainty
still surrounds the U.S. defense budget.  In March 2013,
sequestration triggered $500 billion of addition cuts over the
next decade on top of the $487 billion reduction to previously
planned levels (roughly 9%) laid out in the Budget Control Act of
2011.  We believe that sequestration will have the biggest and
quickest effect on companies that receive a large portion of their
funding from the operations and maintenance (O&M) portion of the
budget, like Hunter, because these funds are more fungible and
tend to be spent faster (within a year) than procurement funds (up
to three years).  Some orders could be delayed as the Department
of Defense (DoD) shifts funds to higher-priority areas of the
budget, such as supporting war-related activity, and away from
routine repairs and upgrades to equipment returning from war, such
as the tents that Hunter provides.  However, the fiscal 2013
(ending Sept. 30, 2013) spending measure allocates some additional
money to O&M accounts, which should soften the negative impact of
sequestration to some degree in the near term," S&P noted.

If Congress is unable to pass the fiscal 2014 (beginning Oct. 1)
on time, as has been the case in recent years, the DoD will likely
be funded under a continuing resolution (CR).  A CR can result in
delays to orders for certain short-cycle products funded
incrementally, including most of Hunter's products.  In general,
most orders will eventually be placed and the long-term impact on
the business will likely not be significant, assuming funding is
not permanently reduced, but these potential delays could result
in earnings volatility and cause issues with covenant compliance.

Over time, demand for Hunter's products could fall moderately
because of plans to reduce the size of the U.S. Army to 490,000
troops by 2017 from about 570,000 currently.  It is possible that
sequestration could result in additional cuts to the force
structure, although no plans to do so have been finalized.  Hunter
manufactures products that support U.S. troops, such as tactical
shelter; environmental control units and power systems; and
military heaters and chemical, biological, radiological, and
nuclear (CBRN) filters and systems.  Although the longer-term
outlook is challenging, the president's plan to shift toward a
more agile military could partially mitigate the impact of a
smaller military because Hunter's products support an
expeditionary force.

The rating outlook is developing.  Demand for Hunter's products
remains uncertain because of U.S. defense budget pressures, but
S&P expects revenue and earnings to stabilize over the next year.
S&P could lower the rating over the next six months if it comes to
believe that challenging market conditions and weak credit metrics
will likely result in difficulty refinancing maturing debt or if
such conditions cause a covenant breach.  Conversely, S&P could
raise the rating if the company is able to successfully extend
near-term maturities and loosen its financial covenants, prompting
S&P to revise its liquidity assessment to "adequate."


IBAHN CORP: Seeks Bankruptcy Citing Loss of Contracts, Litigation
-----------------------------------------------------------------
IBahn Corp., a provider of Internet services to hotels, sought
bankruptcy protection (Bankr. D. Del. Case No. 13-12285), citing a
loss of contracts with largest customer Marriott International
Inc. and patent litigation costs.

Joe Schneider, writing for Bloomberg News, reported that IBahn
Chief Financial Officer Ryan Jonson said the company had assets of
$13.6 million and it listed liabilities of as much as $50 million
in the Chapter 11 filing on Sept. 6 in U.S. Bankruptcy Court in
Wilmington, Delaware.

IBahn, based in Salt Lake City, Utah, said in a statement that it
appointed Edward Helvey as its new chief executive officer and
that it will continue to operate as it restructures, the report
related.  Marriott said in the statement that it would remain a
"loyal" customer through the restructuring. The company's
international operations aren't included in the bankruptcy
filings, according to the statement.

Marriott in 2009 sought vendor certification to establish
consistent standards at its hotels, according to Jonson's filing,
the report said. IBahn didn't achieve the certification until
2013, and lost a third of the Marriott contracts between 2011 and
2013, Jonson said.

"The loss of revenue has made restructuring of the iBahn's
business essential to ongoing operations," he said, the report
further related.  Defending patent litigation has also depleted
cash and caused severe financial strain on the company, Jonson
said.

Ibahn was a target of China-based hackers, according to a U.S.
intelligence official familiar with the matter who spoke on a
condition of anonymity in December, 2011, the report recalled.


IN PLAY: Has to File Amended Disclosure Statement by Sept. 12
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado, in a
minute order on the hearing on adequacy of the Disclosure
Statement, directed In Play Membership Golf, Inc., to file an
amended Disclosure Statement by Sept. 12, 2013.

The Court also ordered that the Amended Disclosure Statement must
address the objections filed by the U.S. Trustee, Mile High Banks,
Maya Water, Inc., Douglas County Treasurer, Meadow Ranch Master
Association, and KenCaryl Ranch Master Association.

The U.S. Trustee, in his objection, stated that, among other
things, that:

   1. the Debtor's projections for its plan payments do not appear
      to be complete;

   2. the Debtor's projections, as attached to the Disclosure
      Statement, do not account for these payments: $4,643 due
      monthly to Mile High for Class 5 claims; payment of
      administrative claims, which generally must be paid on or
      before the Plan's effective date;

   3. the Debtor mentioned within the Disclosure Statement that it
      will be disputing the $2,000,000 unsecured claim filed by
      Randall Weiner, Esq. on behalf of his clients, however, the
      Debtor does not describe the nature of this claim or their
      reasoning for disputing; and

   4. per the Letter of Intent, the Debtor and Eagle Creek Golf
      Course (one of the Debtor's other golf courses) will be sold
      for a total price of $14 million within 18 months.  Assuming
      the sale comes to fruition, the Debtor asserts a maximum of
      potential claims against the bankruptcy estate of
      $13,666,936; allowing for a minimum of $332,000 in potential
      excess over sales price to be used to pay closing
      costs/attorney fees and payoff any debts of Eagle Creek. It
      does not appear that $332,000 will not be sufficient to
      cover those undisclosed fees and debts.

As reported in the Troubled Company Reporter on Aug. 14, 2013, the
Disclosure Statement reveals that upon confirmation of the
Plan, the Reorganized Debtor will implement its Plan by:

   a) paying holders of allowed Chapter 11 Administrative Expenses
      on the Effective Date of the Plan unless otherwise agreed to
      between these parties and the Debtor;

   b) paying quarterly fees to the U.S. Trustee as required by the
      Bankruptcy Code until its case is closed, converted to a
      Chapter 7 case or dismissed by the Bankruptcy Court;

   c) continuing to operate its business until its real property
      is sold to Oread Capital & Development;

   d) continuing to properly insure its assets until sold;

   e) selling its real property to Oread Capital & Development
      pursuant to the terms of the Letter of Intent; and

   f) paying creditor classes established under the Plan
      commencing on the Effective Date and continuing monthly
      thereafter until the Closing Date, at which time the
      creditor classes will be paid in full as provided for under
      the Plan.

A copy of the Disclosure Statement is available for free at

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

                   About In Play Membership Golf

In Play Membership Golf, Inc., doing business as Deer Creek Golf
Club and Plum Creek Golf and Country Club, filed a Chapter 11
petition (Bankr. D. Col. Case No. 13-14422) in Denver on March 22,
2013.  Jeffrey A. Weinman, Esq., at Weinman & Associates,
P.C., and Patrick D. Vellone at Allen & Vellone, P.C., represent
the Debtor in its restructuring effort.  Allen & Vellone, P.C.
serves as the Debtor's co-counsel.  The Debtor estimated assets
and liabilities of at least $10 million.


INDIAN WELLS RDA: Moody's Confirms Ba1 Tax Bonds Rating
-------------------------------------------------------
Moody's Investors Service has confirmed at Ba1 the rating of the
Successor Agency to the Indian Wells Redevelopment Agency's
outstanding Tax Allocation Bonds. The rating action affects
approximately $112 million of outstanding debt.

Ratings Rationale:

The confirmation at Ba1 is driven by changes to California law
that dissolved redevelopment agencies (RDAs) and changed the
method by which the successors agencies to the RDAs receive
incremental tax revenues to pay debt service on tax allocation
bonds; as a result of these changes, Moody's projects that debt
service coverage net of pass-through payments will remain below
its threshold of two times to be considered investment grade.

Other factors affecting the rating include a large project area
and strong assessed valuation; strong socio-economic indicators;
the depth of incremental AV which provides protection against
economic and real estate downturns; and a top taxpayer profile
which is well below the median levels for other rated CA tax
allocation bonds.

Strengths:

- A large project area and overall assessed valuation

- Strong socio-economic indicators

- High ratio of incremental AV to the total AV of the project
  area

Challenges:

- Relatively weak level debt service coverage in the low semi-
  annual period

What Could Change The Rating Up

- Sizable increase in incremental AV of the project area, leading
  to greater debt service coverage in all semi-annual periods

What Could Change The Rating Down

- Material decline in the district's assessed valuation

The principal methodology used in this rating was Moody's Analytic
Approach To Rating California Tax Allocation Bonds published in
December 2003.


INDUSTRY URBAN: Moody's Confirms Ba1 Tax Bonds Rating
-----------------------------------------------------
Moody's Investors Service has confirmed at Ba1 the rating of the
Successor Agency to the Industry Urban Redevelopment Agency's (CA)
Tax Allocation Refunding Bonds (TABs) Series 2002 (Transportation-
Distribution-Industrial Redevelopment Project No. 2),
Transportation-Distribution-Industrial Redevelopment Project No. 2
2003 TABs (Taxable), Taxable 2003 TABs, Series A (Civic-
Recreational-Industrial Redevelopment Project No. 1), 2003 TABs,
Series B (Civic Recreational Industrial Redevelopment Project No.
1), Transportation-Distribution Industrial Redevelopment Project
No.3 2003 TABs (Taxable), and 2007 TABs. The bonds are secured by
a pledge of tax increment revenues from the Agency's various
project areas.

Ratings Rationale:

The confirmation at Ba1 ratings reflects the sizable increment and
assessed value of the project areas, their large geographic size,
and favorable location. However, top taxpayer concentration and
just moderate semi-annual debt service coverage on a combined,
cash-flow basis under the AB1 26x tax increment allocation method
tempers the credit strength and holds the rating at the current
level.

Strengths

- Large geographic size of project areas

- Sizable total assessed value

Challenges

- Adequate semi-annual debt service coverage

- Some taxpayer concentration

What could move the rating-UP?

- Ongoing debt service over two times during all semi-annual
   periods

- Increased diversity of the largest taxpayers

What could move the rating-DOWN?

- Erosion of semi-annual debt service coverage

- Protracted assessed value decline

The principal methodology used in this rating was Moody's Analytic
Approach To Rating California Tax Allocation Bonds published in
December 2003.


INSPIRATION BIOPHARMACEUTICALS: Hires Hilco as IP Sales Agent
-------------------------------------------------------------
Inspiration Biopharmaceuticals, Inc., seeks authority from the
U.S. Bankruptcy Court for the District of Massachusetts to employ
Hilco Streambank as exclusive agent to market and sell its
internet domain names and trademarks.

Hilco will be paid a commission based on a percentage of aggregate
gross proceeds generated from the sale, assignment, license, or
other dispositions of the intellectual property equal to 10% of
aggregate Gross Proceed generated from the sale, assignment,
license, or other disposition of the Intellectual Property, which
will be paid in full immediately only upon the successful
consummation of any transaction.

Hilco's David Peress assures the Court that Hilco is a
"disinterested person" as that term is defined in 11 U.S.C.
Section 101(14).

Hilco will be reimbursed for all reasonable expenses incurred.

The Court has set a hearing on the request to September 18, 2013,
at 09:30 a.m.

The Debtor is represented by:

   MURPHY & KING, PROFESSIONAL CORPORATION
   Andrew G. Lizotte, Esq.
   Christopher M. Condon, Esq.
   One Beacon Street
   Boston, Massachusetts  02108
   Tel No: (617)-423-0400
   E-mail: cmc@murphyking.com

               About Inspiration Biopharmaceuticals

Inspiration Biopharmaceuticals Inc. develops recombinant blood
coagulation factor products for the treatment of hemophilia.
Inspiration, based in Cambridge, Massachusetts, has two products
in what the company calls "advanced clinical development."  Two
other products are in "pre-clinical development."  None of the
products can be marketed as yet.

Inspiration filed for voluntary Chapter 11 reorganization (Bankr.
D. Mass. Case No. 12-18687) on Oct. 30, 2012, in Boston.
Bankruptcy Judge William C. Hillman oversees the case.  Mark
Weinstein and Michael Nolan, at FTI Consulting, Inc., serve as the
Debtor's Chief Restructuring Officers.  The Debtor is represented
by Harold B. Murphy, Esq., at Murphy & King.

The petition shows assets and debt both exceed $100 million.
Assets include patents, trademarks and the products in
development.  Liabilities include $195 million owing to Ipsen
Pharma SAS, which is also a 15.5% shareholder.  Ipsen --
http://www.ipsen.com/-- is also owed $19.4 million in unsecured
debt.  There is another $12 million in unsecured claims.  Ipsen is
pledged to provide $18.3 million in financing.  The Debtor
disclosed $20,383,300 in assets and $241,049,859 in liabilities.

Ipsen is represented in the case by J. Eric Ivester, Esq., at
Skadden Arps.

The Official Committee of Unsecured Creditors tapped Jeffrey D.
Sternklar and Duane Morris LLP as its counsel, and The Hawthorne
Consulting Group, LLC as its financial advisor.


IPC INTERNATIONAL: Locks Up Final Approval For $12MM DIP
--------------------------------------------------------
Law360 reported that a Delaware bankruptcy judge gave final
approval on Sept. 4 to IPC International Corp.'s $12 million
debtor-in-possession loan, allowing the mall security firm to move
forward with a planned Chapter 11 sale to an industry rival.

According to the report, Illinois-based IPC entered court
protection last month after securing a $12 million DIP facility
from prepetition lender PrivateBank and Trust Co. and $21.3
million stalking horse bid from rival Universal Protection Service
LLC.

U.S. Bankruptcy Judge Mary F. Walrath signed off on the final DIP
order following a hearing in Wilmington, the report related.

                      About IPC International

IPC International Corp., a provider of security services for
350 shopping malls, filed a petition for Chapter 11 protection
(Bankr. D. Del. Case No. 13-12050) on Aug. 9 in Delaware after
signing a contract for Universal Protection Services LLC to buy
the business for $21.3 million plus assumption of specified
liabilities.

Scott M. Strong signed the petition as chief financial officer.
The Debtor estimated assets and debts of at least $10 million.
Jeremy William Ryan, Esq., and Etta Ren Wolfe, Esq., at Potter
Anderson & Corroon, LLP, serves as the Debtor's counsel.
Proskauer Rose, LLP, serves as the Debtor's general bankruptcy
counsel.  Silverman Consulting, LLC, acts as the Debtor's
financial advisor and Livingstone Partners, LLP, serves as the
Debtor's investment banker.  KCC is the Debtor's noticing, claims
and balloting agent.  Judge Mary F. Walrath presides over the
case.

The petition shows assets and liabilities both exceeding
$10 million.  Liabilities include $6.9 million on a revolving
credit and $10.4 million on term loans owing to PrivateBank &
Trust Co., as agent.

Bankruptcy was the result of losses on a U.K. affiliate that was
sold, as well as competition and the cost of liability insurance.

IPC, based in Bannockburn, Illinois, is asking the bankruptcy
judge to approve auction procedures under which competing bids
would be due on Sept. 16, followed by an auction on Sept. 18 and a
hearing on Sept. 25 to approve sale.  Even without a higher bid at
auction, the price will be sufficient to pay secured creditors in
full along with expenses of the bankruptcy.  Unsecured creditors
should receive some recovery from the sale.

The bankruptcy is being financed with a $12 million loan from
existing lender PrivateBank & Trust Co. as agent. There will be a
final hearing Sept. 9 for approval of the entire loan package. The
loan requires quick sale.


IVEDA SOLUTIONS: Incurs $1.5-Mil. Net Loss in Second Quarter
------------------------------------------------------------
Iveda Solutions, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $1.51 million on $794,166 of total revenue
for the three months ended June 30, 2013, compared with a net loss
of $848,337 on $1.06 million of total revenue for the same period
last year.

The Company reported a net loss of $2.76 million on $1.41 million
of total revenue for the six months ended June 30, 2013, compared
with a net loss of $1.64 million on $1.77 million of total revenue
for the comparable period of 2012.

The Company's balance sheet at June 30, 2013, showed $5.55 million
in total assets, $2.60 million in total liabilities, and
stockholders' equity of $2.95 million.

"Since inception, the Company has generated an accumulated deficit
from operations of approximately $17.8 million at June 30, 2013,
and has used approximately $1.9 million in cash from operations
through the current six months ended June 30, 2013.  As a result,
a risk exists regarding our ability to continue as a going
concern."

A copy of the Form 10-Q is available at http://is.gd/aAT3tm

Mesa, Ariz.-based Iveda Solutions, Inc., sells and installs video
surveillance equipment, primarily for security purposes and
secondarily for operational efficiencies and marketing, and
provides video hosting in-vehicle streaming video, archiving, and
real-time remote surveillance services with a proprietary
reporting system, DS(TM) (Daily Surveillance Report), to a variety
of businesses and organizations.


JACKSONVILLE BANCORP: Has Rights Offering of 10MM Common Shares
---------------------------------------------------------------
Jacksonville Bancorp, Inc., has rights offering of up to 10
million primary shares of common stock.  Shares unsubscribed in
the rights offering will be offered concurrently in a public
offering.  The price for both offerings is $0.50 per share.

The rights offering period will be 30 days and the public offering
will commence concurrently with the rights offering and will
expire 10 trading days after the expiration of the rights
offering.

Proceeds of the offerings will be used to provide additional
liquidity for working capital and for general corporate purposes.

Hovde Group, LLC, serves as the Company's financial advisor and
sales agent.

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

                       http://is.gd/g7Js6M

                     About Jacksonville Bancorp

Jacksonville Bancorp, Inc., a bank holding company, is the parent
of The Jacksonville Bank, a Florida state-chartered bank focusing
on the Northeast Florida market with eight full-service branches
in Jacksonville, Duval County, Florida, as well as the Company's
virtual branch.  The Jacksonville Bank opened for business on
May 28, 1999, and provides a variety of community banking services
to businesses and individuals in Jacksonville, Florida.

Jacksonville Bancorp disclosed a net loss of $43.04 million in
2012, a net loss of $24.05 million in 2011 and a $11.44 million
net loss in 2010.  The Company's balance sheet at March 31, 2013,
showed $520.89 million in total assets, $487.47 million in total
liabilities and $33.42 million in total shareholders' equity.

"Both Bancorp and the Bank must meet regulatory capital
requirements and maintain sufficient capital and liquidity and our
regulators may modify and adjust such requirements in the future.
The Bank's Board of Directors has agreed to a Memorandum of
Understanding (the "2012 MoU") with the FDIC and the OFR for the
Bank to maintain a total risk-based capital ratio of 12.00% and a
Tier 1 leverage ratio of 8.00%.  As of December 31, 2012, the Bank
was well capitalized for regulatory purposes and met the capital
requirements of the 2012 MoU.  If noncompliance or other events
cause the Bank to become subject to formal enforcement action, the
FDIC could determine that the Bank is no longer "adequately
capitalized" for regulatory purposes.  Failure to remain
adequately capitalized for regulatory purposes could affect
customer confidence, our ability to grow, our costs of funds and
FDIC insurance costs, our ability to make distributions on our
trust preferred securities, and our business, results of
operation, liquidity and financial condition, generally,"
according to the Company's annual report for the year ended
Dec. 31, 2012.


JEH COMPANY: Waters Vollmering Approved as Tax Accountant
---------------------------------------------------------
JEH Company et al. obtained bankruptcy court approval on Aug. 29,
2013, to employ Waters, Vollmering & Associates, L.L.P. as their
tax accountant and financial advisor.

The Debtors have requested authority to pay Waters Vollmering
$8,000 for its 2012 tax return preparation and $165 per hour for
any other services to be provided.

                        About JEH Company

JEH Company, JEH Stallion Station, Inc., and JEH Leasing Company,
Inc. filed bare-bones Chapter 11 petitions (Bankr. N.D. Tex. Case
Nos. 13-42397 to 13-42399) in Ft. Worth, Texas on May 22, 2013.
Mark Joseph Petrocchi, Esq., at Griffith, Jay & Michel, LLP, in
Ft. Worth, serves as counsel to the Debtors.

JEH Company was organized in 1982 by Jim and Marilyn Helzer.
According to http://www.jehroofingcompany.com/,JEHCO buys roofing
material directly from the manufacturer and sell it to
contractors, builders, and homeowners.  JEH Leasing owns and
leases equipment and vehicles primarily for use in the business of
JEHCO.  Stallion is in the quarter horse and thoroughbred horse
business.


JEH COMPANY: Has Interim Access to Cash Collateral Until Sept. 15
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
entered three separate interim orders authorizing each of JEH
Company, JEH Leasing Company, Inc., and JEH Stallion Station,
Inc., to use Frost Bank's cash collateral.

In a fourth agreed interim order, JEH Company and Frost Bank
agreed to use cash collateral until Sept. 15, 2013.

In connection with this, the interim order, the second interim
order and the third interim order remain in full force and effect,
including but not limited to the provisions for replacement liens
granted for the benefit of the secured lender, and the Debtor is
required to continue to comply with the terms and conditions of
the interim order, the second interim order and the third interim
order.

In a first agreed interim order, JEH Leasing is authorized to use
of cash collateral, provided Frost Bank will receive, as adequate
protection, replacement lien and security interest in and to any
and all assets pledged to Frost Bank by JEH Leasing on a
prepetition basis.

Stallion Station is also authorized to use cash collateral to pay
quarterly fees to the United States Trustee.  On Aug. 1, the
Debtor disclosed that Frost Bank did not claim a cash collateral
interest in the cash of Stallion Station.

As reported on the Troubled Company Reporter on Aug. 16, 2013,
according to papers filed with the Court on July 25, Stallion
related that it has no active operations at "this time", but does
have a small amount of cash with which to pay quarterly fees.

In its response to Stallion's motion, Frost said the extent of its
collateral against the obligations of Stallion are:

1) One (1) 2010 Tigercat M726E Mulcher (Serial No. 726M3614;
    Master Lease 100030229097);

2) One (1) 2010 Fecon FGT 902S Mulching Head (Serial No.
    9025H291A10; Master Lease 10030229097); and

3) Real property located in Tarrant, Johnson, Weld, and Denton
    counties.

Accordingly, Frost asserts that it has no interest in Stallion
Station's cash collateral.

Frost thus takes no position regarding the relief by Stallion to
use of cash collateral and asks only for such other relief,
general or special, at law or in equity, to which it may be
entitled.

                         About JEH Company

JEH Company, JEH Stallion Station, Inc., and JEH Leasing Company,
Inc. filed bare-bones Chapter 11 petitions (Bankr. N.D. Tex. Case
Nos. 13-42397 to 13-42399) in Ft. Worth, Texas on May 22, 2013.
Mark Joseph Petrocchi, Esq., at Griffith, Jay & Michel, LLP, in
Ft. Worth, serves as counsel to the Debtors.

JEH Company was organized in 1982 by Jim and Marilyn Helzer.
According to http://www.jehroofingcompany.com/,JEHCO buys roofing
material directly from the manufacturer and sell it to
contractors, builders, and homeowners.  JEH Leasing owns and
leases equipment and vehicles primarily for use in the business of
JEHCO.  Stallion is in the quarter horse and thoroughbred horse
business.

In its schedules, JEH Company disclosed $13,606,753 and
$18,351,290 in liabilities as of the Petition Date.

JEH Stallion Station, Inc., disclosed $364,007 in assets and
$3,982,012 in liabilities as of the Petition Date.

JEH Leasing Company, Inc., disclosed $1,242,187 in assets and
$155,216 in liabilities as of the Petition Date.


JEH COMPANY: Frost Bank Withdraws Plea to Reconsider Stay Order
---------------------------------------------------------------
Michael J. Quilling, Esq., at Quilling Selander Lownds Winslett &
Moser, on behalf of Frost Bank, notified the U.S. Bankruptcy Court
for the Northern District of Texas that Frost Bank has withdrawn
its motion to reconsider ruling on Wells Fargo's motion for relief
from the automatic stay in the Chapter 11 case of JEH Company, et
al.

As reported in the Troubled Company Reporter on Aug. 15, 2013,
creditor Frost Bank asked the Bankruptcy Court to reconsider the
ruling on Wells Fargo's motion, stating that on July 31, 2013, the
Debtors filed a response to Frost Bank's July 22 motion for
reconsideration of the ruling, saying, "The Debtors pray that the
relief requested by Frost Bank be considered by the Court and that
appropriate relief be entered, including but not limited to
authority of the Debtors to use cash collateral to make payment to
Wells Fargo Bank and other creditors."

On June 21, Wells Fargo filed its motion for relief from the
automatic stay against property or, alternatively, for adequate
protection.

"Based on Judge Lynn's ruling in the docket, the 'settlement' was
apparently for a single payment of $13,000 as adequate protection.
In addition, however, the Court granted Wells Fargo a super
priority claim in the event payment is not made.  Payment is
contingent on Frost's consent because the source of funds is
Frost's cash collateral and no order on JEH Leasing's cash
collateral motion has been entered," Ms. LaRue states.

Wells Fargo, said Ms. LaRue, did not plead for a super priority
claim.  The super priority claim as awarded prejudices Frost
because it primes Frost's secured claim.  Frost was without notice
of a potential super priority claim.

                         About JEH Company

JEH Company, JEH Stallion Station, Inc., and JEH Leasing Company,
Inc. filed bare-bones Chapter 11 petitions (Bankr. N.D. Tex. Case
Nos. 13-42397 to 13-42399) in Ft. Worth, Texas on May 22, 2013.
Mark Joseph Petrocchi, Esq., at Griffith, Jay & Michel, LLP, in
Ft. Worth, serves as counsel to the Debtors.

JEH Company was organized in 1982 by Jim and Marilyn Helzer.
According to http://www.jehroofingcompany.com/,JEHCO buys roofing
material directly from the manufacturer and sell it to
contractors, builders, and homeowners.  JEH Leasing owns and
leases equipment and vehicles primarily for use in the business of
JEHCO.  Stallion is in the quarter horse and thoroughbred horse
business.

In its schedules, JEH Company disclosed $13,606,753 and
$18,351,290 in liabilities as of the Petition Date.

JEH Stallion Station, Inc., disclosed $364,007 in assets and
$3,982,012 in liabilities as of the Petition Date.

JEH Leasing Company, Inc., disclosed $1,242,187 in assets and
$155,216 in liabilities as of the Petition Date.


JONES SODA: Incurs $95,000 Net Loss in Second Quarter
-----------------------------------------------------
Jones Soda Co. filed its quarterly report on Form 10-Q, reporting
a net loss of $95,000 on $4.29 million of revenue for the three
months ended June 30, 2013, compared with a net loss of $459,000
on $5.26 million of revenue for the three months ended June 30,
2012.

"Net loss for the quarter ended June 30, 2013, improved by 79.3%
to $95,000 from a net loss of $459,000 for the quarter ended
June 30, 2012.  This improvement in net loss reflects a decrease
in operating expenses due to the changes made to align our cost
structure with our available capital."

The Company reported a net loss of $494,000 on $7.38 million of
revenue for the six months ended June 30, 2013, compared with a
net loss of $2.13 million on $9.13 million of revenue for the
corresponding period in 2012.

"Net loss for the six months ended June 30, 2013, improved by
76.8% to $494,000 from a net loss of $2.1 million for the six
months ended June 30, 2012.  This improvement in net loss reflects
a decrease in operating expenses due to the changes made to align
our cost structure with our available capital."

The Company's balance sheet at June 30, 2013, showed $7.05 million
in total assets, $2.69 million in total liabilities, and
stockholders' equity of $4.36 million.

"The uncertainties relating to our ability to successfully execute
our 2013 operating plan, combined with the difficult financing
environment, continue to raise substantial doubt about our ability
to continue as a going concern."

A copy of the Form 10-Q is available at http://is.gd/gME64w

Seattle-based Jones Soda Co. (OTC QB: JSDA), markets and
distributes premium beverages under the Jones(R) Soda, Jones
Zilch(R), Natural Jones(TM) Soda and WhoopAss(TM) Energy Drink
brands and sells through its distribution network.


JVMW PROPERTIES: Can File Plan Through Sept. 18
-----------------------------------------------
The U.S. Bankruptcy Court approved a motion filed by JVMW
Properties Management Corp for an extension of the deadline to
file its Disclosure Statement and Plan of Reorganization through
Sept. 18, 2013.

The Debtor asserts that it needs additional time to be able to
file a Disclosure Statement and Plan of Reorganization.  The
Debtor pointed out that the principal reason that triggered its
extension request has to do with the timeframe agreed to under a
settlement it reached with Banco Popular de Puerto Rico.  The
settlement agreement filed with the principal secured creditor of
the estate notes that the Debtor is currently in the process of
working on a feasible settlement proposal to be negotiated with
Banco Popular de Puerto Rico.  The time period set forth per the
stipulation to conclude the first phase of the agreement proposal
is through Sept. 19, 2013.

The proposal to be presented to BPPR is probably the most
important matter in the Disclosure Statement and Plan of
Reorganization to be filed in the case, the Debtor says.

Carla Ferrari-Lugo, Esq. -- ferrarilugo@gmail.com-- is the
attorney for Municipio de San Juan.  Luis C. Marini-Biaggi, Esq. -
- luis.marini@oneillborges.com -- is the attorney for Banco
Popular de PR.  Jos‚ M. Prieto-Carballo, Esq. --
jmprietolaw@gmail.com -- is the attorney for AFL West Inc.  Luis
R. Vivas, Esq. -- jmprietolaw@gmail.com -- is the attorney for AFL
West Inc.  Luis R. Vivas, Esq. -- lvivas@onelinkpr.net -- is the
attorney for Mont Blanc's Council of Owners.  Nayuan Zouairabani-
Trinidad, Esq. -- nayuan.zouairabani@oneillborges.com -- is the
attorney for Banco Popular de PR.

Attorney for the Debtor can be reached at:

         LUGO MENDER & CO.
         Wigberto Lugo Mender. Esq.
         Centro Internacional de Mercadeo
         Carr. 165 Torre I Suite 501
         Guaynabo, PR 00968
         Tel: (787)707-0404
         Fax: 787)707-0412
         E-mail: wlugo@lugomender.com

                    About JVMW Properties

JVMW Properties Management Corp filed a Chapter 11 petition
(Bankr. D.P.R. Case No. 13-02532) on April 1, 2013.  The petition
was signed by Julio Blanco D'Arcy, as president.  The Debtor
scheduled assets of $15,694,947 and liabilities of $25,782,161.

Wigberto Lugo Mender, Esq., at Lugo Mender Group, LLC represents
the Debtor in its restructuring effort.


KIT DIGITAL: Judge Says Ch. 11 Equity Rule Bests $15MM Claim
------------------------------------------------------------
Law360 reported that a New York bankruptcy judge on Sept. 5 said
KIT Digital Inc. may subordinate a $15.5 million claim below all
others because the claim arises from a securities purchase
agreement, making it a lower priority than claims from other
creditors.

According to the report, U.S. Bankruptcy Judge Robert E. Gerber
issued a written opinion granting the company partial summary
judgment in its dispute against an Australian investment firm,
Invigor Group Ltd., over whether the claim must be subordinated
under Section 501(b) of the U.S. Bankruptcy Code.

                         About KIT digital

New York-based KIT digital Inc. -- http://www.kitd.com/-- is a
video management software and services company.  KIT digital
services nearly 2,500 clients in 50+ countries including some of
the world's biggest brands, such as Airbus, The Associated Press,
AT&T, BBC, BSkyB, Disney-ABC, Google, HP, MTV, News Corp, Sky
Deutschland, Sky Italia, Telecom Argentina, Telecom Italia,
Telefonica, Universal Studios, Verizon, Vodafone VRT and
Volkswagen.

KIT digital filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 13-11298) in Manhattan on April 25, 2013.  The Debtor
disclosed $310,206,684 in assets and $23,011,940 in liabilities.

KIT's operating subsidiaries, including Ioko 365, Polymedia,
Kewego, Multicast and Megahertz are not included in the Chapter 11
filing.

Jennifer Feldsher, Esq., and Anna Rozin, Esq., at Bracewell &
Giuliani LLP, in New York, serve as counsel to the Debtor.
American Legal Claims Services LLC is the claims and noticing
agent and the administrative agent.

The Official Committee of Equity Security Holders tapped to retain
Brown Rudnick LLP, as lead bankruptcy counsel.

The Official Committee of Unsecured Creditors tapped to retain
Cathy Hershcopf, Esq., at Cooley LLP as its lead bankruptcy
counsel, and Odyssey Capital Group as its financial advisor.

The Debtor won confirmation of its Third Amended Plan of
Reorganization, dated as of Aug. 6, 2013, on August 7.  The Plan
became effective on Aug. 16, 2013.


LIFE CARE: Gets Final OK to Use Wells Fargo's Cash Collateral
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida, in a
final order, authorized Life Care St. Johns, Inc.'s use of cash
collateral, which Wells Fargo Bank, National Association, in its
capacity as indenture trustee for the bonds, asserts an interest
in.

As of the Petition Date, the amount due and owing by the debtor
with respect to the bonds as:

   (i) unpaid principal on the bonds in the amount of $55,615,000;

  (ii) accrued but unpaid interest on the bonds in the amount of
       $1,530,893 as of July 1, 2013, which interest continues to
       accrue at a per diem rate of $8,504; and

(iii) unliquidated, acrued and unpaid fees and expenses of the
       bond trustee and its professionals incurred through the
       Petition Date.

The Court has also overruled the objection to the cash collateral
motion of Office of Insurance Regulation.

The Debtor would use the cash collateral to preserve the value of
its business.  The bond trustee has informed the Debtor and the
Court that it does not consent to the use of cash collateral
except upon the terms and conditions of the final order.

As adequate protection to the bond trustee in respect of the use
of cash collateral, the Debtor will grant the bond trustee
replacement liens on collateral and a superpriority administrative
expense claim status.

                    About Life Care St. Johns

Life Care St. Johns, Inc., filed a Chapter 11 petition (Bankr.
M.D. Fla. Case No. 13-04158) on July 3, 2013.  The Debtor is the
owner and operator of a continuing care retirement community known
as Glenmoor consisting of 144 independent living units located on
a 40-acre site in St. Johns County, Florida.

Judge Jerry A. Funk presides over the case.  Richard R. Thames,
Esq., and Eric N. McKay, Esq., at Stutsman Thames & Markey, P.A.,
serves as the Debtor's counsel.  Navigant Capital Advisors, LLC,
acts as the Debtor's financial advisor.  American Legal Claim
Services, LLC, serves as claims and noticing agent.

The Committee of Creditors Holding Unsecured Claims appointed in
the bankruptcy case of Life Care St. Johns, Inc., is represented
by Akerman Senterfitt's David E. Otero, Esq., and Christian P.
George, Esq., in Jacksonville, Florida.

Bruce Jones signed the petition as CEO.  The Debtor estimated
assets of at least $10 million and debts of at least $50 million.
$36,308,406.59  $117,305,625.18


LOCATION BASED TECH: Issues $500,000 Conv. Note to David Meyers
---------------------------------------------------------------
Location Based Technologies, Inc., sold a secured convertible
promissory note to David Meyers evidencing a loan of $500,000 by
Mr. Meyers to the Company.  The Note is convertible into the
Company's common stock at $0.20 per share, bears interest at a
rate of 10 percent per annum and has a term of 24 months.
Additionally, Mr. Meyers received three year warrants to purchase
1,000,000 shares of the Company's common stock at $0.20 per share.

The Note is senior secured against all of the Company's
unencumbered assets, and has a second or third security position
against all of the Company's encumbered assets.

Additionally, as further inducement for Mr. Meyers to make the
$500,000 loan, the Company granted Mr. Meyers a senior secured
position against all of the Company's unencumbered assets and a
second or third position in all of the Company's encumbered
assets, for the outstanding unsecured convertible Note held by the
Investor which was entered into on Nov. 1, 2012, in the amount of
$100,000.

The Investor will share the secured position pari-passu with the
previous investor who entered into a secured transaction with the
Company on Aug. 13, 2013.

The Company also received an extension on the maturity date of the
Previous Note, such that the Previous Note will now mature on
Sept. 30, 2015.  All other terms of the Previous Note remain
unchanged.

                 About Location Based Technologies

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

Comiskey & Company, the Company's independent registered public
accounting firm, included an explanatory paragraph in its report
on the Company's financial statements for the fiscal year ended
Aug. 31, 2012, which expresses substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred recurring losses
since inception and has an accumulated deficit in excess of
$45,000,000.  There is minimal sales history for the Company's
products, which are new to the marketplace.

For the nine months ended May 31, 2013, the Company incurred a net
loss of $7.95 million on $1.55 million of total net revenue, as
compared with a net loss of $5.07 million on $368,440 of total
revenue for the nine months ended May 31, 2012.

As of May 31, 2013, the Company had $4.18 million in total assets,
$8.90 million in total liabilities and a $4.72 million total
stockholders' deficit.


LONGVIEW POWER: Section 341(a) Meeting Scheduled for Oct. 3
-----------------------------------------------------------
A meeting of creditors in the bankruptcy case of Longview Power
LLC will be held on Oct. 3, 2013, at 10:30 am, at J. Caleb Boggs
Federal Building, 844 King Street, Wilmington, DE 19801, 5th
Floor, Room 5209.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Longview Power, LLC, filed a Chapter 11 (Bank. D. Del. Lead Case.
13-12211) on Aug. 30, 2013.  The petitions were signed by Jeffery
L. Keffer, the Company's chief executive officer, president,
treasurer and secretary.  The Debtor estimated assets and debts of
more than $1 billion.  Judge Brendan Linehan Shannon presides over
the case.  Kirkland & Ellis LLP and Richards, Layton & Finger,
P.A., serve as the Debtors' counsel.  Lazard Freres & Company LLC
acts as the Debtors' investment bankers.  Alvarez & Marsal North
America, LLC, is the Debtors' restructuring advisors.  Ernst &
Young serves as the Debtors' accountants.  The Debtors' claims
agent is Donlin, Recano & Co. Inc.


LOUISIANA PACIFIC: Ainsworth Bid Prompts Moody's Downgrade Watch
----------------------------------------------------------------
Moody's Investors Service placed the Ba3 corporate family rating,
Ba3-PD probability of default rating and B1 senior unsecured notes
of Louisiana Pacific Corporation under review for possible
downgrade. The review has been precipitated by the company's
announcement that it has signed a definitive agreement to acquire
all of the common shares of Ainsworth Lumber Co. Ltd (B2).
Ainsworth is the fifth largest oriented strandboard producer in
North America.

On Review for Possible Downgrade:

Issuer: Louisiana-Pacific Corporation

  Probability of Default Rating, Placed on Review for Possible
  Downgrade, currently Ba3-PD

  Corporate Family Rating, Placed on Review for Possible
  Downgrade, currently Ba3

  Senior Unsecured Regular Bond/Debenture Jun 1, 2020, Placed on
  Review for Possible Downgrade, currently B1

Outlook Actions:

Issuer: Louisiana-Pacific Corporation

Outlook, Changed To Rating under Review from Stable

Ratings Rationale:

Moody's review will focus on: the amount of acquisition debt
financing taken to fund the transaction; post-closing credit
metrics taking into consideration the amount of debt used by LP to
fund the Ainsworth bonds that may need to be refinanced as a
result of the change of control put; the size and pace of any cost
synergies that can be realized; and LP's ability to maintain
strong liquidity. Moody's review will also assess the pace of
industry OSB supply and demand with the recovery in the US housing
market.

The aggregate purchase price being paid for Ainsworth equity in
the transaction is approximately CND900 million, consisting of up
to CND467 million of cash (52% of purchase price) and the issuance
of up to 27.5 million shares of LP common stock (48% of purchase
price). LP plans to have Ainsworth's current debt (CND 379 million
as June 30, 2013) remain outstanding. LP will finance the cash
component of the transaction through a combination of cash (LP had
$631 million cash as of June 30, 2013) and new borrowings. LP has
received a commitment for $480 million in secured bank financing
to pay the cash portion of the transaction (up to $100 million)
and to fund any of Ainsworth bonds that need to refinanced due to
the change of control put. The acquisition is expected to close by
the end of the year and is subject to regulatory clearances and
other customary closing conditions.

The principal methodology used in this rating was the Global Paper
and Forest Products Industry Methodology published in September
2009. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Headquartered in Nashville, Tennessee, LP is a leading
manufacturer and distributor of wood-based building materials. It
is North America's largest producer of OSB (oriented strand board)
with an approximate 20% market share (based on production). Most
of LP's products are used in new home construction, repair and
remodeling and manufactured housing.


LYON WORKSPACE: Has Until Oct. 18 to File Chapter 11 Plan
---------------------------------------------------------
Honorable Janet S. Baer of the U.S. Bankruptcy Court for the
Northern District of Illinois extended Lyon Workspace Products,
L.L.C., et al.'s exclusive periods to file a Chapter 11 Plan until
Oct. 18, 2013, and solicit acceptances for that Plan until
Dec. 17.

The request is the Debtor's second motion for extension of
exclusivity.

Daniel A. Zazove, Esq., at Perkins Coie LLP, said the Debtors have
sold substantially all of their assets and are winding-up
operations as their responsibilities under the assets purchase
agreement expire.  Upon completion of the wind-up period, the
Debtors will be able to properly analyze their options and develop
a plan of reorganization, he noted.

                      About Lyon Workspace

Lyon Workspace Products, L.L.C. and seven affiliates sought
Chapter 11 protection (Bankr. N.D. Ill. Lead Case No. 13-2100) on
Jan. 19, 2012.

Lyon Workspace -- http://www.lyonworkspace.com/-- was a
manufacturer and supplier of locker and storage products.  It had
400 full-time employees, 53% of whom are salaried employees.
Eight percent of the employees are members of the Local Union No.
1636 of the United Steelworkers of America, A.F.L.-C.I.O.  The
Debtor disclosed $41,275,474 in assets and $37,248,967 in
liabilities as of the Chapter 11 filing.

Attorneys at Perkins Coie LLP serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.


MAXCOM TELECOMUNICACIONES: Banco Invex Supplements Purchase Offer
-----------------------------------------------------------------
Trust Number 1387, acting through Banco Invex S.A., Institucion de
Banca Multiple, Invex Grupo Financiero, as Trustee for Trust
Number 1387, Ventura Capital Privado, S.A. de C.V., Javier Molinar
Horcasitas and Enrique Castillo Sanchez Mejorada, filed
with the U.S. Securities and Exchange Commission supplement No. 1
to the U.S. Offer to Purchase, dated Aug. 23, 2013, to purchase
for cash:

    (i) all of the outstanding Series A common stock, without par
        value of Maxcom Telecomunicaciones, S.A.B. de C.V.;

   (ii) all of the outstanding Ordinary Participation Certificates
        of Maxcom; and

  (iii) all of the outstanding American Depository Shares of
        Maxcom.  Each ADS represents seven CPOs.  Each CPO
        represents three Shares.

In Mexico, the Purchasers offered to purchase all of the
outstanding Shares and CPOs of Maxcom.  The Mexican Offer was made
on substantially the same terms and at the same prices as the U.S.
Offer.

The first paragraph in the Summary Term Sheet of the U.S. Offer is
replaced in its entirety with the following text:

     "In the U.S. Offer, we are offering to purchase all of the
      outstanding ADSs at a price of Ps. 20.30 per ADS, all the
      outstanding Shares of Maxcom at a price of Ps. 0.9666 per
      Share, and all of the outstanding CPOs at a price of
      Ps. 2.90 per CPO, in each case in cash, less any withholding
      taxes and without interest thereon."

A copy of the Supplement is available for free at:

                         http://is.gd/j9m91P

                            About Maxcom

Maxcom Telecomunicaciones, S.A.B. de C.V., headquartered in Mexico
City, Mexico, is a facilities-based telecommunications provider
using a "smart-build" approach to deliver last-mile connectivity
to micro, small and medium-sized businesses and residential
customers in the Mexican territory.  Maxcom launched commercial
operations in May 1999 and is currently offering local, long
distance, data, value-added, paid TV and IP-based services on a
full basis in greater metropolitan Mexico City, Puebla, Tehuacan,
San Luis, and Queretaro, and on a selected basis in several cities
in Mexico.

In June 2013, Maxcom didn't make an $11 million interest payment
on the notes.

Maxcom sought bankruptcy protection (Bankr. D. Del. Case No.
13-11839) in Wilmington, Delaware, on July 23, 2013.

Maxcom listed $11.1 billion in assets and $402.3 million in debt.
The company had assets valued at 4.98 billion pesos ($394 million)
in the quarter ended March 31, according to an April 26 regulatory
filing.  The company reached a restructuring agreement with
Ventura Capital, a group holding about $86 million, or 48.7
percent, of the senior notes and about 44 percent of its equity
holders, court papers show.

The Company has engaged Lazard Freres & Co. LLC and its alliance
partner Alfaro, Davila y Rios, S.C., as its financial advisor and
Kirkland & Ellis LLP and Santamarina y Steta, S.C. as its U.S. and
Mexican legal advisors in connection with its restructuring
proceedings and potential Chapter 11 case.  The Ad Hoc Group has
retained Cleary Gottlieb Steen & Hamilton LLP and Cervantes Sainz,
S.C., as its U.S. and Mexican legal advisors.  Ventura has
retained VACE Partners as its financial advisor, and Paul Hastings
LLP and Jones Day as its U.S. and Mexican legal advisors,
respectively.


MAXCOM TELECOMUNICACIONES: First Amended Plan Filed
---------------------------------------------------
BankruptcyData reported that Maxcom Telecomunicaciones filed with
the U.S. Bankruptcy Court a First Amended Joint Chapter 11 Plan.
A related Disclosure Statement was not filed for this Plan, but
the Court previously scheduled a September 20, 2013 hearing to
consider the Disclosure Statement related to the Company's
Prepackaged Joint Plan filed with the Court on July 23, 2013 and
dated July 3, 2013.

                           About Maxcom

Maxcom Telecomunicaciones, S.A.B. de C.V., headquartered in Mexico
City, Mexico, is a facilities-based telecommunications provider
using a "smart-build" approach to deliver last-mile connectivity
to micro, small and medium-sized businesses and residential
customers in the Mexican territory.  Maxcom launched commercial
operations in May 1999 and is currently offering local, long
distance, data, value-added, paid TV and IP-based services on a
full basis in greater metropolitan Mexico City, Puebla, Tehuacan,
San Luis, and Queretaro, and on a selected basis in several cities
in Mexico.

In June 2013, Maxcom didn't make an $11 million interest payment
on the notes.

Maxcom sought bankruptcy protection (Bankr. D. Del. Case No.
13-11839) in Wilmington, Delaware, on July 23, 2013.

Maxcom listed $11.1 billion in assets and $402.3 million in debt.
The company had assets valued at 4.98 billion pesos ($394 million)
in the quarter ended March 31, according to an April 26 regulatory
filing.  The company reached a restructuring agreement with
Ventura Capital, a group holding about $86 million, or 48.7
percent, of the senior notes and about 44 percent of its equity
holders, court papers show.

The Company has engaged Lazard Freres & Co. LLC and its alliance
partner Alfaro, Davila y Rios, S.C., as its financial advisor and
Kirkland & Ellis LLP and Santamarina y Steta, S.C. as its U.S. and
Mexican legal advisors in connection with its restructuring
proceedings and potential Chapter 11 case.  The Ad Hoc Group has
retained Cleary Gottlieb Steen & Hamilton LLP and Cervantes Sainz,
S.C., as its U.S. and Mexican legal advisors.  Ventura has
retained VACE Partners as its financial advisor, and Paul Hastings
LLP and Jones Day as its U.S. and Mexican legal advisors,
respectively.


MCCLATCHY CO: Hai Nguyen Resigns as McClatchy Controller
--------------------------------------------------------
Hai Nguyen, corporate controller of The McClatchy Company since
2008, has resigned effective September 27 to become chief
financial officer for a Northern California-based company.  A
search for his replacement has begun.

Elaine Lintecum, McClatchy's CFO, said, "Hai has been an asset to
this company in more ways than we can possibly list.  His work
ethic, dedication and ever-present sense of humor made him a
terrific colleague who will be missed.  We thank him for his many
contributions to McClatchy over the years and wish him all the
best in his new position."

"I'm forever grateful for all the opportunities and professional
development McClatchy provided me in my career," Nguyen said.  "I
have the utmost respect and admiration for the company and will
always take pride in doing my part to support the company's
transition into a 21st century news and information leader."

                    About The McClatchy Company

Sacramento, Cal.-based The McClatchy Company (NYSE: MNI)
-- http://www.mcclatchy.com/-- is the third largest newspaper
company in the United States, publishing 30 daily newspapers, 43
non-dailies, and direct marketing and direct mail operations.
McClatchy also operates leading local Web sites in each of its
markets which extend its audience reach.  The Web sites offer
users comprehensive news and information, advertising, e-commerce
and other services.  Together with its newspapers and direct
marketing products, these interactive operations make McClatchy
the leading local media company in each of its premium high growth
markets.  McClatchy-owned newspapers include The Miami Herald, The
Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City
Star, The Charlotte Observer, and The News & Observer (Raleigh).

The McClatchy incurred a net loss of $144,000 in 2012, as compared
with net income of $54.38 million in 2011.  The Company's balance
sheet at March 31, 2013, showed $2.84 billion in total assets,
$2.81 billion in total liabilities,  and $32.83 million in
stockholders' equity.

                           *     *     *

McClatchy carries a 'Caa1' corporate family rating from Moody's
Investors Service.  In May 2011, Moody's changed the rating
outlook from stable to positive following the company's
announcement that it closed on the sale of land in Miami for
$236 million.  The outlook change reflects Moody's expectation
that McClatchy will utilize the net proceeds to reduce debt,
including its underfunded pension position, which will reduce
leverage by approximately half a turn and lower required
contributions to the pension plan over the next few years.

McClatchy Co. carries a 'B-' Corporate Credit Rating from
Standard & Poor's Ratings Services.

MDU COMMUNICATIONS: To Be Acquired by Access Media
--------------------------------------------------
MDU Communications International, Inc., entered into an Asset
Purchase Agreement with Access Media 3, Inc., whereby AM3 will
acquire a substantial portion of the assets of the Company in a
series of transactions.  The Agreement and the transactions
contemplated thereby have been approved by the Board of Directors
of the Company and FCC, LLC, d/b/a First Capital, and Full Circle
Capital Corporationt, as lenders.

AM3 and the Company have agreed to an initial closing on or about
Oct. 10, 2013, with AM3 acquiring 17,442 subscribers for
$10,116,360.  Thereafter, but no later than 270 days, AM3 will
acquire, in a series of subsequent closings, an additional 29,682
subscribers for $17,215,560.  To receive the $17,215,560 proceeds
in full, the Company must obtain (i) written consents to
assignment on all property right of entry agreements that require
consent; and (ii) term extensions for all right of entry
agreements with less than one year contractual term remaining.

The purchase price is generally calculated at $580 per subscriber
per service, however, the price may increase slightly if an
obtained term extension exceeds two years.  Property right of
entry agreements where a term extension is not obtained will be
acquired by AM3 at a reduced price equal to two times gross margin
multiplied by the number of months remaining on the term.
Property right of entry agreements where consent to assignment is
not obtained will not be acquired and will remain an asset of the
Company.

It is anticipated that the Lenders will require the collective
proceeds of $27,331,920 be applied to the Credit Facility balance,
net of a banking fee owed to Berkery, Noyes & Co.  The Company
makes no representation that any of the proceeds will be available
for distribution to the stockholders.

AM3 and the Company will also enter into two Management Agreements
as of the initial closing whereby AM3 will be retained by the
Company to (i) manage the 29,682 subscribers until the subsequent
closings occur, and (ii) manage the remainder of the Company's
13,172 subscribers with the Company receiving from AM3 revenue in
the amount of $4.50 per subscriber per month.

Regarding the remaining 13,172 subscribers, AM3 and the Company
have entered into a non-binding letter of intent for AM3 to
acquire the remaining 13,172 subscribers, as well as any remaining
tangible and intangible assets, for $6,500,000.  The parties have
not commenced negotiations to arrive at definitive documents.  The
Company makes no representation whether those definitive documents
will be negotiated, agreed to, signed or closed.

It is contemplated under the Agreement and Management Agreements
that upon the initial closing the Company will immediately and
significantly scale back operations.  AM3 will retain, on a
permanent or transitional basis, a majority of Company employees,
a majority of leased office space and majority of other monthly
direct and indirect expenses in the provisioning of services to
the Company's subscribers.  The Company will retain certain staff
to fulfill its obligations under the Agreement to obtain consents
to assignment and right of entry agreement extensions, as well as
to finalize the transition, oversee AM3's obligations under the
Agreement and Management Agreements, and perform certain
accounting and corporate functions.

The obligations of AM3 and the Company to consummate the
transaction are subject to several conditions, including, among
others, (i) AM3 receiving financing in the amount of $55 million,
(ii) approval of the Agreement by the Company stockholders
representing a majority of outstanding shares, (iii) consents from
DIRECTV, DISH and any other required governmental body, (iv) the
absence of any material adverse effect, material litigation,
injunction or similar restraint prohibiting or restricting
consummation of the Agreement, and (v) the material accuracy of
the representations and warranties of each party.

The transaction with AM3 requires approval of a majority of the
outstanding shares of common stock of MDU Communications
International, Inc.

As previously disclosed on July 3, 2013, MDU Communications's
wholly-owned subsidiary, MDU Communications (USA) Inc., entered
into an Amendment to Amended Loan and Security Agreement with FCC,
LLC, d/b/a First Capital, and Full Circle Capital Corporation for
an extension to the senior secured $30 million revolving credit
facility originally entered into on Sept. 11, 2006, amended on
June 30, 2008, with a maturity date of June 30, 2013, which the
Company was unable repay at that time.  The Lenders provided the
Company with a six month extension to the maturity of the Credit
Facility, through Dec. 31, 2013, with the potential for further
extension up through and including March 31, 2014, at the
discretion of the Lenders.  Additionally, the Lenders waived two
instances of default by the Company for violation of loan
covenants under the Credit Facility.  As of June 30, 2013, the
maximum available borrowing was $28 million, under which the
Company had borrowed $27.7 million.  The Credit Facility is
secured by all the assets of the Company.

The Company also disclosed that it does not expect its available
cash, estimated revenues and remaining Credit Facility to be
sufficient to cover liquidity needs for the next 12 months and
forecasts that its available capital will be depleted sometime
during its fourth fiscal quarter ending Sept. 30, 2013.  The
Company has previously disclosed its ongoing exploration of
mergers and large asset sales in order to achieve liquidity and
satisfy its obligations to the Lenders under the Credit Facility
prior to the end of the six month extension.

A copy of the Asset Purchase Agreement is available for free at:

                       http://is.gd/ah3MWh

                     About MDU Communications

Totowa, New Jersey-based MDU Communications International, Inc.,
is a national provider of digital satellite television, high-speed
Internet, digital phone and other information and communication
services to residents living in the United States multi-dwelling
unit market -- estimated to include 32 million residences.

For the six months ended March 31, there was $152,000 in operating
income and a net loss of $1.5 million on revenue of $12 million.

The Company reported a net loss of $6.4 million on $27.3 million
of revenue for fiscal year ended Sept. 30, 2012, compared with a
net loss of $7.4 million on $27.9 million of revenue for 2011.

The Company's balance sheet at March 31, 2013, showed $18.04
million in total assets, $32.14 million in total liabilities and a
$14.09 million total stockholders' deficiency.

CohnReznick LLP, in Roseland, New Jersey, expressed substantial
doubt about MDU's ability to continue as a going concern following
the financial results for the year ended Sept. 30, 2012.  The
independent auditors noted that the Company has incurred
significant recurring losses, has a working capital deficit, and
an accumulated deficit of $75 million at Sept. 30, 2012.  They
also noted that the Company's $30 million Credit Facility matures
on June 30, 2013.


MILLER HEIMAN: Moody's Rates New Debt Facilities 'B2'
-----------------------------------------------------
Moody's Investors Services assigned a B3 first-time Corporate
Family Rating and B3-PD Probability of Default Rating to Miller
Heiman, Inc. Concurrently, Moody's assigned a B2 rating to MHI's
proposed $233 million first lien term loan and $40 million
revolving credit facility. Secured debt proceeds, along with
proceeds from a $50 million subordinated debt issuance, will be
used to refinance existing MHI debt and to acquire corporate
training businesses from Informa, plc. The rating outlook is
stable.

Ratings (and Loss Given Default Assessments) assigned:

Corporate Family Rating, B3

Probability of Default Rating, B3-PD

Proposed $40 million Senior Secured Revolving Credit Facility due
2018, B2 (LGD3, 37%)

Proposed $233 million Senior Secured Term Loan B due 2019, B2
(LGD3, 37%)

The ratings are subject to Moody's review of final documentation.

Ratings Rationale:

Moody's B3 credit rating takes into account what it believes are
the formidable integration risks posed by sales-training firm
Miller Heiman, Inc.'s ("MHI") acquisition of a much larger, poorly
performing target, and the high debt-to-EBITDA levels --
approximately 5.8x, using Moody's standard adjustments -- that
will be borne by the pro-forma company. With private equity
backing, MHI will be acquiring a suite of corporate training
businesses -- in sales, leadership, credit analysis, and project
management -- that are not only three times MHI's size, but that
also have been posting sharp and uniform declines in sales and
profitability. Through the acquisition of Informa plc's
Performance Improvement business, MHI is seeking to combine two
leading corporate training businesses to create a global leader in
sales and leadership training, albeit one that will have a
combined revenue base of only about $250 million.

MHI on its own has generated strong EBITDA margins, while PI's
have been far weaker, and declining, such that the combined entity
will have margins that are, nevertheless, still attractive on both
an absolute and relative (to peer companies) basis. A repeating-
customer base, if not recurring revenues per se, may be expected
to provide some operating stability. Given low working capital and
capital expenditure requirements, as well as minimal scheduled
amortizations, the company could, without unforeseen hurdles to
the acquisition integration, generate decent free cash flow, which
Moody's projects at about $12 million in each of the first two
years. Additionally, a $40 million, initially undrawn revolver
should enable the company to meet unforeseen liquidity demands.

If MHI can stanch the decline of the acquired businesses'
revenues, and successfully integrate their operations into its
current platform, attractive EBITDA growth should follow. The
resulting improvement in debt-to-EBITDA, if the measure could be
sustained below about 4.5x, could prompt an upgrade. Without MHI's
having posted an actual track record of improving operations,
Moody's reserves more favorable assessment until several quarters
of good performance bear out the investment rationale.

If, on the other hand, MHI fails both to integrate PI successfully
and to reverse the target company's trajectory of
underperformance, it may require higher than anticipated funds for
capex and marketing expenses, which could strain MHI's liquidity
and its ability to service its debt. In Moody's view, sustained
leverage at 5.5x and above would reflect both top line pressure
and an underestimation of integration and SG&A expenses, which
could prompt a downgrade.

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.

Privately held by Providence Equity Partners, Miller Heiman, Inc.
provides sales training, leadership, project management, and
credit analysis instruction to corporate customers, and is
expected to generate approximately $250 million in 2013 revenues.


MIRATI THERAPEUTICS: Incurs $8-Mil. Net Loss in Second Quarter
--------------------------------------------------------------
Mirati Therapeutics, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $8.01 million for the three months
ended June 30, 2013, compared with a net loss of $4.68 million for
the same period last year.

The Company reported a net loss of $12.23 million for the six
months ended June 30, 2013, compared with a net loss of
$8.03 million for the corresponding period in 2012.

"We have not generated any revenues from product sales.  To date,
we have funded our operations primarily through the sale of our
common stock and through up-front payments, research funding and
milestone payments from our collaboration arrangements."

The Company's balance sheet at June 30, 2013, showed
$23.04 million in total assets, $16.80 million in total
liabilities, and stockholders' equity of $6.24 million.

"As of June 30, 2013, substantial doubt exists over the ability of
the Company to continue as a going concern."

The Company has incurred operating losses in each year since its
inception and expects to continue to incur operating losses into
the foreseeable future.

A copy of the Form 10-Q is available at http://is.gd/XBG4Ye

San Diego, Calif.-based Mirati Therapeutics, Inc. (Nasdaq: MRTX)
is a biopharmaceutical company engaged in the development of novel
therapeutics for the treatment of patients with cancer.


MISSION NEW ENERGY: Incurs AU$2.2 Million Loss in Fiscal 2013
-------------------------------------------------------------
Mission NewEnergy Limited reported a loss attributable to members
of the parent entity of AU$2.17 million on AU$8.41 million of
total revenue for the year ended June 30, 2013, as compared with a
loss attributable to members of the parent entity of
AU$6.13 million on AU$38.20 million of total revenue during the
prior year.

As of June 30, 2013, the Group had AU$7.53 million in total
assets, AU$32.60 million in total liabilities, and a AU$25.07
million total deficiency.

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

                        http://is.gd/LsAjdx

                     About Mission NewEnergy

Based in Subiaco, Western Australia, Mission New Energy Limited is
a producer of biodiesel that integrates sustainable biodiesel
feedstock cultivation, biodiesel production and wholesale
biodiesel distribution focused on the government mandated markets
of the United States and Europe.

The Company is not operating its biodiesel refining segment.  The
refineries are being held in care and maintenance either awaiting
a return to positive operating conditions or the sale of assets.

The Company has materially diminished its Jatropha contract
farming operation and the company is now focused on divesting the
remaining Indian assets.  The Company intends to cease all Indian
operations.

Grant Thornton Audit Pty Ltd, in Perth, Australia, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
incurred operating cash outflows of A$4.9 million during the year
ended June 30, 2012, and, as of that date, the consolidated
entity's total liabilities exceeded its total assets by
A$24.4 million.


MOBILESMITH INC: Sells $200,000 Convertible Note
------------------------------------------------
MobileSmith, Inc., sold an additional convertible secured
subordinated note due Nov. 14, 2016, in the principal amount of
$200,000, to a current noteholder upon substantially the same
terms and conditions as the Company's previously issued notes.

The Company is obligated to pay interest on the New Note at an
annualized rate of 8 percent payable in quarterly installments
commencing Dec. 3, 2013.  As with the existing notes, the Company
is not permitted to prepay the New Note without approval of the
holders of at least a majority of the aggregate principal amount
of the Notes then outstanding.

The Company plans to use the proceeds to meet ongoing working
capital and capital spending requirements.

                         About MobileSmith

MobileSmith, Inc. (formerly, Smart Online, Inc.) was incorporated
in the State of Delaware in 1993.  The Company changed its name to
MobileSmith, Inc., effective July 1, 2013.  The Company develops
and markets software products and services tailored to users of
mobile devices.  The Company's flagship product is The
MobileSmithTM Platform.  The MobileSmithTM Platform is an
innovative, patents pending mobile app development platform that
enables organizations to rapidly create, deploy, and manage
custom, native smartphone apps deliverable across iOS and Android
mobile platforms.

Smart Online disclosed a net loss of $4.39 million in 2012, as
compared with a net loss of $3.54 million in 2011.  The Company's
balance sheet at June 30, 2013, showed $1.52 million
in total assets, $31.12 million in total liabilities and a $29.59
million total stockholders' deficit.

Cherry Bekaert LLP, in Raleigh, 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 losses from operations and
has a working capital deficiency as of Dec. 31, 2012, which
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


MONTREAL MAINE: Covington & Burling Approved as Special Counsel
---------------------------------------------------------------
Robert J. Keach, the chapter 11 trustee in the bankruptcy case of
Montreal, Maine & Atlantic Railway Ltd., sought and obtained
approval from the U.S. Bankruptcy Court for the District of Maine
to employ Covington & Burling LLP, as his special regulatory
counsel, nunc pro tunc to August 21, 2013.

The legal services rendered or to be rendered by Covington may
include:

(a) Providing consulting and legal services necessary to obtain
    Authorizations from the Surface Transportation Board, the
    Federal Railroad Administration, and/or the United States
    Department of Transportation required in connection with the
    Case or the Canadian Case;

(b) Assisting the Trustee in any investigations, proceedings,
    litigation, negotiations, and transactions before the STB,
    FRA, and/or DOT;

(c) Preparing and filing any and all necessary or desirable STB,
    FRA, and/or DOT pleadings;

(d) Appearing at any and all necessary or desirable
    Administrative proceedings that may be brought before the
    STB, FRA, and/or DOT;

(e) Providing regulatory legal services and advice to the Trustee
    in connection with the Canadian Case; and

(f) Providing regulatory legal services and advice to the Trustee
    In connection with the Case.

The Trustee told the Court that to the best of his knowledge, and
pursuant to Fed. R. Bankr. P. 2014(a), the partners and employees
of Covington do not have any connection with or any interest
adverse to the Trustee, the Debtor, the Debtor's creditors, any
other party-in-interest.

                       About Montreal Maine

Montreal, Maine & Atlantic Railway Ltd., the railway company that
operated the train that derailed and exploded in July 2013,
killing 47 people and destroying part of Lac-Megantic, Quebec,
sought bankruptcy protection in U.S. Bankruptcy Court in Bangor,
Maine (Case No. 13-10670) on Aug. 7, 2013, with the aim of selling
its business.  Its Canadian counterpart, Montreal, Maine &
Atlantic Canada Co., meanwhile, filed for protection from
creditors in Superior Court of Quebec in Montreal.

Robert J. Keach, Esq., at Bernstein Shur, has been named as
chapter 11 trustee.

U.S. Bankruptcy Judge Louis H. Kornreich has been assigned to the
U.S. case.  The Maine law firm of Verrill Dana serves as counsel
to MM&A.

Justice Martin Castonguay oversees the case in Canada.


MORGANS HOTEL: Kerrisdale Intends to Nominate Separate Directors
----------------------------------------------------------------
Kerrisdale Capital Management, a private investment management
firm and beneficial owner of more than 4% of the shares of Morgans
Hotel Group, issued the following letter on Thursday, September 5,
to the stakeholders of Morgans Hotel Group:

Dear Stakeholders of Morgans Hotel Group,

Kerrisdale Capital Management intends to nominate a separate set
of directors to the board of Morgans Hotel Group in the 2014 board
of directors election.  Kerrisdale believes that the current
directors of Morgans Hotel do not adequately represent the
interests of the majority of shareholders.  We believe that the
views of OTK Associates, which owns less than a 15% economic
interest, are currently over-represented on the Morgans Hotel
board, and the views of the other 85% of shareholders are severely
under-represented.

We believe that the overwhelming consensus view of the company's
ownership is that Morgans should initiate an immediate public sale
process to sell the company to one or multiple strategic
acquirers.  Despite repeated calls for an immediate sale process
by shareholders including Caerus Global Investors and ourselves,
as well as significant creditor Yucaipa Companies, the new Board
has yet to issue a public response.

Kerrisdale will support a carefully chosen slate of financial,
industry and mergers and acquisitions experts to serve as
directors of Morgans.  As Kerrisdale previously detailed in our
letter on June 20, Morgans provides an attractive luxury boutique
hotel platform for an international hotel company.  A well-
capitalized and proven global operator can effectuate the
expansion of the Mondrian, Delano and Hudson brands far faster and
at better economics than the currently undercapitalized Morgans.
Maintaining Morgans Hotel as a standalone entity is highly
undesirable because we doubt that any management team can add
sufficient operational value relative to the value leakage
incurred by delaying a sale process.  In addition, recent
litigation and notices of default from Yucaipa and Andrew Sasson
will prove not only distracting to management, but will also waste
shareholder capital that could be otherwise used for Morgans'
operations.

Based on the current board's tepid response to the very obvious
solution of an immediate sale process, which we believe is widely
supported by the vast majority of the Morgans shareholder base, we
believe that Morgans shareholders will be best served by the slate
of directors that Kerrisdale will nominate in 2014.

Sincerely,

Sahm Adrangi
Chief Investment Officer
Kerrisdale Capital Management, LLC

             About Kerrisdale Capital Management, LLC

Kerrisdale Capital Management, LLC is a fundamentally-oriented
investment manager that focuses on long-term value investments and
event-driven special situations.  Kerrisdale has $250 million in
assets under management and is based out of New York City.

                    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 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.


MORGANS HOTEL: To Sell $500 Million Worth of Securities
-------------------------------------------------------
Morgans Hotel Group Co. is offering up to $500,000,000 of debt
securities, common stock, preferred stock, warrants to purchase
debt securities, preferred stock, depositary shares or common
stock and rights to purchase shares of common stock.  In addition,
the Company registered resales of shares of its common stock
beneficially owned by one or more selling stockholders yet to be
identified.

The Company's common stock is listed on the Nasdaq Global Market
under the symbol "MHGC."

A copy of the Form S-3 prospectus is available for free at:

                        http://is.gd/ccqyhd

                     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 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.


MSD PERFORMANCE: Files for Chapter 11 Bankruptcy
------------------------------------------------
Jacqueline Palank, writing for DBR Small Cap, reported that MSD
Performance Inc ., which makes performance auto products for
street and racing use, on Thursday filed for Chapter 11
protection.


NAVISTAR INTERNATIONAL: Incurs $247-Mil. Net Loss in July 31 Qtr.
-----------------------------------------------------------------
Navistar International Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss attributable to the Company of $247 million
on $2.86 billion of net sales and revenues for the three months
ended July 31, 2013, as compared with net income attributable to
the Company of $84 million on $3.24 billion of net sales and
revenues for the same period a year ago.

For the nine months ended July 31, 2013, Navistar reported a net
loss attributable to the Company of $744 million on $8.02 billion
of net sales and revenues as compared with a net loss attributable
the Company of $241 million on $9.51 million of net sales and
revenues for the same period last year.

The Company's balance sheet at July 31, 2013, the Company had
$8.24 billion in total assets, $12.17 billion in total liabilities
and a $3.93 billion total stockholders' deficit.

The Company ended the third quarter of 2013 with $1.13 billion of
consolidated cash, cash equivalents and marketable securities,
compared to $1.24 billion as of April 30, 2013.

"We were pleased with our strong cash performance in the quarter.
We also continued to make solid progress on key elements of our
Drive to Deliver turnaround plan, especially the on-time launches
of our new Class 8 product offerings, which drove Navistar's order
share up to more than 20 percent in the quarter, compared to 12
percent in the second quarter.  We're encouraged by the growing
customer acceptance of our new products," said Troy A. Clarke,
Navistar's president and chief executive officer.  "At the same
time, we clearly need to accelerate progress with our financial
results, and we are already implementing additional cost reduction
and business improvement actions to counter our near-term volume
challenges.  This includes resizing our company to match our
current business environment."

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

                       http://is.gd/izjYMP

                  About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The Company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

Navistar incurred a net loss attributable to the Company of $3.01
billion for the year ended Oct. 31, 2012, compared with net income
attributable to the Company of $1.72 billion during the prior
year.

                          *     *     *

In the Aug. 3, 2012, edition of the TCR, Moody's Investors Service
lowered Navistar International Corporation's Corporate Family
Rating (CFR), Probability of Default Rating (PDR), and senior note
rating to B2 from B1.  The downgrade of Navistar's ratings
reflects the significant challenges the company will face during
the next eighteen months in re-establishing the profitability and
competitiveness of its US and Canadian truck operations in light
of the failure to achieve EPA certification of its EGR emissions
technology, the significant reductions in military revenues and
substantially higher engine warranty reserves.

As reported by the TCR on June 19, 2013, Standard & Poor's Ratings
Services said it lowered its long-term corporate credit rating on
Illinois-based truckmaker Navistar International Corp. (NAV) to
'B-' from 'B'.  The rating downgrades reflect S&P's negative
reassessment of NAV's business risk profile to "vulnerable" from
"weak".

As reported by the TCR on Jan. 24, 2013, Fitch Ratings has
affirmed the Issuer Default Ratings (IDR) for Navistar
International Corporation and Navistar Financial Corporation at
'CCC' and removed the Negative Outlook on the ratings.  The
removal reflects Fitch's view that immediate concerns about
liquidity have lessened, although liquidity remains an important
rating consideration as NAV implements its selective catalytic
reduction (SCR) engine strategy. Other rating concerns are already
incorporated in the 'CCC' rating.


NAVISTAR INTERNATIONAL: GAMCO Held 6.9% Equity Stake at Sept. 5
---------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, GAMCO Asset Management, Inc., and its
affiliates disclosed that as of Sept. 5, 2013, they beneficially
owned 5,548,848 shares of common stock of Navistar International
Corporation representing 6.9 percent of the shares outstanding.
GAMCO Asset previously reported beneficial ownership of 5,207,893
common shares or 6.48 percent equity stake as of July 11, 2013.
A copy of the regulatory filing is available for free at:

                         http://is.gd/0R5oFa

                     About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The Company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

Navistar incurred a net loss attributable to the Company of $3.01
billion for the year ended Oct. 31, 2012, compared with net income
attributable to the Company of $1.72 billion during the prior
year.  As of April 30, 2013, the Company had $8.72 billion in
total assets, $12.36 billion in total liabilities and a $3.64
billion total stockholders' deficit.

                          *     *     *

In the Aug. 3, 2012, edition of the TCR, Moody's Investors Service
lowered Navistar International Corporation's Corporate Family
Rating (CFR), Probability of Default Rating (PDR), and senior note
rating to B2 from B1.  The downgrade of Navistar's ratings
reflects the significant challenges the company will face during
the next eighteen months in re-establishing the profitability and
competitiveness of its US and Canadian truck operations in light
of the failure to achieve EPA certification of its EGR emissions
technology, the significant reductions in military revenues and
substantially higher engine warranty reserves.

As reported by the TCR on June 19, 2013, Standard & Poor's Ratings
Services said it lowered its long-term corporate credit rating on
Illinois-based truckmaker Navistar International Corp. (NAV) to
'B-' from 'B'.  The rating downgrades reflect S&P's negative
reassessment of NAV's business risk profile to "vulnerable" from
"weak".

As reported by the TCR on Jan. 24, 2013, Fitch Ratings has
affirmed the Issuer Default Ratings (IDR) for Navistar
International Corporation and Navistar Financial Corporation at
'CCC' and removed the Negative Outlook on the ratings.  The
removal reflects Fitch's view that immediate concerns about
liquidity have lessened, although liquidity remains an important
rating consideration as NAV implements its selective catalytic
reduction (SCR) engine strategy. Other rating concerns are already
incorporated in the 'CCC' rating.


NELSON EDUCATION: S&P Lowers CCR to 'CCC'; Outlook Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on Toronto-based Nelson Education Ltd. to
'CCC' from 'CCC+'.  The outlook is negative.

At the same time, S&P revised its recovery rating on the first-
lien debt to '3' from '2', indicating its reduced expectations of
recovery to meaningful (50%-70%) from substantial (70%-90%).  The
recovery rating on the second-lien debt is unchanged at '6',
indicating a negligible (0%-10%) recovery in a default scenario.

"We base the downgrade on our view of the company's refinancing
risk, with Nelson's senior secured first-lien term loan maturing
in July 2014 and its senior secured second-lien term loan maturing
in July 2015," said Standard & Poor's credit analyst Lori Harris.

The ratings on Nelson reflect Standard & Poor's view of the
company's "vulnerable" business risk profile and "highly
leveraged" financial risk profile (as S&P's criteria defines the
terms).  S&P bases its business risk assessment on the company's
weak operating performance, lack of geographic diversity given the
high proportion of its sales in Ontario, and participation in the
challenging educational publishing industry, which is mature and
characterized by reduced revenues given lower government funding
and increased product alternatives.  S&P bases its financial risk
assessment on a very aggressive financial policy, including a
highly leveraged capital structure and refinancing risk.

The negative outlook reflects S&P's expectation that it could
lower the ratings on Nelson in the near term if the company fails
to address its refinancing risk.  Alternatively, S&P could raise
the ratings and revise the outlook to stable after completion of
the refinancing for the company's debt coming due next summer.

Nelson is a private company and does not release financial
information publicly.


NEOMEDIA TECHNOLOGIES: Stockholders Elect 4 Directors
-----------------------------------------------------
NeoMedia Technologies, Inc., held its annual meeting of
stockholders on Sept. 3, 2013, with part of the meeting continuing
in recess until Sept. 23, 2013.  At the Meeting, four of the six
scheduled proposals were submitted for a vote of the Company's
stockholders.

The stockholders elected Laura A. Marriott, George G. O'Leary,
Sarah Fay and Peter Mannetti as directors for terms until the next
succeeding annual meeting of stockholders or until that director's
successor will have been duly elected and qualified.  The
stockholders approved, on a non-binding basis, the compensation of
the Company's named executive officers and indicated "Every Three
Years" as the desired frequency of future advisory votes on
executive compensation.  Accordingly, the Company has decided to
set the frequency of future advisory votes on the compensation of
the Company's named executive officers at every three years going
forward.  The stockholders ratified StarkSchenkein, LLP, as the
Company's independent registered accounting firm.

                    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.

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
shareholders' deficit.


NMP GROUP: U.S. Trustee Balks at Combined Hearing on Plan
---------------------------------------------------------
Tracy Hope Davis, U.S. Trustee for Region 2, objected to NMP-
Group, LLC's motion for an order scheduling a combined hearing on
the adequacy of the disclosure statement and confirmation of NMP
Group LLC's liquidation plan.

The U.S. Trustee complains that:

   -- the relief requested is inconsistent with Section 1125
      of the Bankruptcy Code because this is not a small business
      or prepackaged case; and

   -- the relief sought is premature because the Debtor has
      failed, in substance, to appear at the Section 341(a)
      meeting.

Andrea B. Schwartz, Esq., represents the U.S. Trustee.

The Court will consider the motion at a Sept. 10 hearing, at
9:45 a.m.

As reported in the Troubled Company Reporter on Aug. 29, 2013, the
Debtor filed with the Court a Plan of Liquidation and Disclosure
Statement on Aug. 22, 2013.

The Plan designates six classes of claims and interests -- Class 1
Real Estate Tax and Other In rem Governmental Lien Claims, Class 2
Mortgagee Claims estimated to total $51.64 million, Class 3
Subordinate Lien Claims, Class 4 Other Priority Claims, Class 5
General Unsecured Claims and Class 6 Equity Interests.  All the
claim classes are unimpaired and claimholders are expected to have
100% recovery on their claims.

The Plan embodies a sale of the Debtor's property to Madison 33
Owner LLC for $51,878,784, subject to adjustments.  The sale
proceeds will be used to satisfy the Class 1 and 2 Claims.  The
Purchaser has agreed to assume the payment of (i) any Allowed
General Unsecured Claim that is not paid by the Debtor because the
Purchase Price is otherwise insufficient to pay in full all of the
Claims secured by the Property, all of the Allowed Administrative
Claims, and all such Allowed General Unsecured Claims, and (ii)
administrative claims for attorneys' fees that are approved by the
Bankruptcy Court, that exceed $100,000 in amount (but not to
exceed $2,000,000 in the aggregate), and that cannot be paid from
the Purchase Price.

The Plan was signed by NMP-Group manager, Luiza Dubrovsky.

A full-text copy of the Disclosure Statement dated Aug. 22, 2013
is available for free at:

          http://bankrupt.com/misc/NMPGROUP_DSAug22.PDF

                         About NMP-Group

NMP-Group LLC, the owner of 21 East 33rd Street in Manhattan,
filed a petition for Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 13-bk-12269) on July 10, 2013, in New York to prevent a
foreclosure sale.  Ilana Volkov, Esq. --
ivolkov@coleschotz.com -- and Felice R. Yudkin, Esq. --
fyudkin@coleschotz.com -- at Cole, Schotz, Meisel, Forman &
Leonard, P.A., represent the Debtor.

The U.S. Trustee has not formed a creditors' committee due
to lack of interest of creditors to serve in a committee.


NORSE ENERGY: Siphoned Off $50-Mil. to Other Units, Creditors Say
-----------------------------------------------------------------
Law360 reported that Norse Energy Corp.'s creditors committee sued
the company and its financial officers for $50 million on Sept. 5
in New York bankruptcy court, accusing them of paying other Norse
units a dividend that drained the company's funds.

According to the report, the creditors committee claims the
company's managers moved funds from a pool scheduled to pay
unsecured creditors in the event of a bankruptcy to the Norwegian
core unit -- referred to in the complaint as ASA, for the word in
Norway that refers to public stock companies.

                       About Norse Energy

Norse Energy Corp. ASA's U.S. subsidiary holding company, Norse
Energy Holdings, Inc., filed a voluntary petition for Chapter 11
bankruptcy protection (Bankr. W.D.N.Y. Case No. 12-13695) on Dec.
7, 2012, estimating less than $50,000 in assets and less than
$100,000 in liabilities.  The Debtor is represented by Janet G.
Burhyte, Esq., at Gross, Shuman, Brizdle & Gilfillan, P.C., in
Buffalo, New York.  Judge Carl L. Bucki presides over the case.

The Company has a significant land position of 130,000 net acres
in New York State with certified 2C contingent resources of 951
MMBOE as of June 30, 2012.


OAKLAND RDA: Moody's Confirms Ba1 Rating on Tax Bonds
-----------------------------------------------------
Moody's Investors Service has confirmed the Ba1 rating on the
Successor Agency to the Oakland Redevelopment Agency's Tax
allocation bonds.

Ratings Rationale:

The rating reflects Moody's view that the credit strength of the
agency's size by both value and acreage is offset by lower than
two times coverage in the low period and a weaker than typical
ratio of incremental to assessed valuation. The taxpayer
concentration and wealth levels slightly below the national median
are also factored into the rating. The bonds are secured by the
tax increment revenues of the agency.

Strengths:

- Very large geographic and total project area

- Sizeable incremental and assessed valuation

- Solid high period debt service coverage

Challenges:

- Weak low period debt service coverage

- Lower than typical ratio of incremental to assessed valuation

What could change the rating up?

- Sizable increase in incremental AV of the project area, leading
  to greater debt service coverage in all semi-annual periods

What could change the rating down?

- Decline in the assessed valuation that weakens coverage

The principal methodology used in this rating was Moody's Analytic
Approach To Rating California Tax Allocation Bonds published in
December 2003.


OAKLEY RDA: Moody's Keeps Ba1 Tax Bonds Rating
----------------------------------------------
Moody's Investors Service has confirmed the Ba1 rating on the
Successor Agency to the Oakley RDA Taxable Tax Allocation Bonds,
Series 2003 (Oakley Redevelopment Project Area).

Ratings Rationale:

The rating reflects the agency's modestly sized and recently
pressured assessed value, weak coverage of total debt service
albeit with fairly healthy coverage for the rated senior lien
debt, and Moody's expectation that the agency will reserve excess
"coverage" during low debt service periods, to make up for
insufficient debt service coverage in the high payment periods.
This expected practice is strengthened by the availability of cash
funded reserves to mitigate any unexpected missteps in
implementing the reserve procedure.

Strengths

- Healthy level of coverage of rated senior lien debt

- Sound geographic size of project area

- Moderate concentration redevelopment project area

- Cash funded debt service reserve

Challenges

- Recently pressured economy

- Weak coverage of total debt service

- Small size of incremental assessed value

What Could Change The Rating Up

- Sizable increase in incremental AV of the project area,
   leading to greater debt service coverage in all semi-annual
   periods

What Could Change The Rating Down

- Decline in the assessed valuation that weakens coverage

- Absence of the cash funded reserve

The principal methodology used in this rating was Moody's Analytic
Approach To Rating California Tax Allocation Bonds published in
December 2003.


OIL PATCH: Seeks Conversion of Case into Chapter 7 Proceeding
-------------------------------------------------------------
Oil Patch Brazos Valley, Inc. filed a motion with the U.S.
Bankruptcy Court for the Southern District of Texas seeking the
conversion of its Chapter 11 case into one under Chapter 7.

The Debtor entered into a Loan and Security Agreement with FCC,
LLC d/b/a First Capital.  As of the Petition Date, the Debtor's
principal obligation to FCC under the Loan Agreement was
approximately $7,721,755.34.

Before the bankruptcy filing, as the Debtor's customer payments
arrived, FCC applied them to the Debtor's Prepetition Obligation.
By June 24, 2013, FCC stopped advancing new funds to the Debtor
under the Loan Agreement.  Since FCC would not advance additional
funds, the Debtor was unable to satisfy its existing obligations
to its vendors and could not purchase additional inventory with
which to fulfill new orders from its customers.

Furthermore, the Debtor said it is unable to fulfill the
contractual obligations to deliver to several public entities,
including local counties and municipalities, resulting in a public
safety issue as these public entities have not been able to
provide fuel to critical emergency services, police and fire
departments, and other functions affecting general police powers.
With no working capital with which to operate, the Debtor filed
for bankruptcy to regain access to its working capital and to
address its obligations to its trade creditors and secured
creditors through a chapter 11 plan.

By early July 2013, the Debtor sought Court authority to use FCC's
cash collateral.  Although FCC initially opposed the request, the
Debtor was eventually able to negotiate an agreed interim order
with FCC for the cash collateral use through Aug. 2, 2013.
Subsequently, a second interim order allowed the the Debtor to use
the cash collateral on a very limited basis through Aug. 30, 2013.
However, the Debtor said it was necessary to begin severely
cutting back its operations in order to stay within the budget.
Thus, the Debtor immediately began curtailing its fuel purchases
and cutting its staff, and began working to reduce the number of
trucks in its fleet by removing its equipment from its trucks and
returning some of them to leasing company Salem Leasing.

The Debtor reveals it hoped that while it was winding-down the
business, it would be able to locate a purchaser for its business
or a lender willing to extend debtor-in-possession financing.
Unfortunately, the Second Interim Order has expired and the Debtor
does not have a purchaser or new financing available to restart
operations.

The Debtor has attempted to negotiate with FCC for additional
interim use of cash collateral to allow it to continue the
liquidation process and allow more time for a sale.
Unfortunately, the parties have been unable to reach an agreement.

Because it does not believe that it could succeed in a contested
hearing over the continued cash collateral use and because it has
no other source of operating funds other than FCC's cash
collateral, the Debtor has no choice but to cease operations and
seek conversion of its case into a chapter 7 proceeding.

                          About Oil Patch

Angleton, Texas-based Oil Patch Brazos Valley, Inc., sought
protection under Chapter 11 of the Bankruptcy Code on July 2,
2013.  The case, assigned Case No. 13-34177, is pending before the
U.S. Bankruptcy Court Southern District of Texas (Houston).  Judge
Jeff Bohm presides over the case.

Matthew Scott Okin, Esq., and Ruth E. Piller, Esq., at Okin &
Adams LLP, in Houston, Texas, represent the Debtor as counsel. The
Debtor tapped James Childs, LLC as financial advisor.

The Debtor disclosed $16,887,969 in assets and $15,313,489 in
liabilities as of the Chapter 11 filing.

The petition was signed by Wright Gore, III, chief operating
officer.

No trustee or creditors committee has been appointed in the case.


ORECK CORP: Wants to Pay Carl Marks on Standard Hourly Rates
------------------------------------------------------------
Oreck Corporation, et al., are seeking modifications to the terms
of Carl Marks Advisory Group LLC's employment with them.  The firm
provides crisis management services to the Debtors.

The Debtors specifically propose that as of August 2013, they will
pay for Carl Marks's services based on the firm's hourly rates,
plus reimbursement of any related out-of-pocket expenses.  The
primary professionals of the firm have these hourly rates:

        Michael Robbins        $475
        Jeffrey K. Kies        $425

The Debtors expect the aggregate monthly fee amount not to exceed
$80,000 for August and for each month thereafter, not exceed
$35,000.

Pursuant to the original CM retention order, Carl Marks was
retained to provide crisis management services to the Debtors for
a fixed monthly fee of $80,000 through May 2013, and a fixed
monthly fee of $145,000 thereafter, together with reimbursement of
related expenses.

The U.S. Bankruptcy Court for the Middle District of Tennessee
will convene a hearing on Oct. 15, 2013, at 9 a.m., to consider
the Debtors' request.  Objections, if any, are due Sept. 24.

                        About Oreck Corp.

Oreck Corporation and eight affiliates sought Chapter 11
protection (Bankr. M.D. Tenn. Lead Case No. 13-04006) in
Nashville, Tennessee, on May 6, 2013, with plans to sell the
business as a going concern.

Oreck has been in the business of manufacturing, marketing and
selling vacuum cleaners and related products since the late 1960s.
The corporate offices are located in Nashville, and the
manufacturing and call center is located in Cookeville, Tennessee.

Oreck has 70 employees in Nashville, 250 employees at its plant in
Cookeville and 325 employees operating 96 company-owned and
managed retail stores.  The Debtor disclosed $18,013,249 in assets
and $14,932,841 plus an unknown amount in liabilities as of the
Chapter 11 filing.

William L. Norton III, Esq., and Alexandra E. Dugan, Esq., at
Bradley Arant Boult Cummings LLP, serve as counsel to the Debtor.
BMC Group Inc. is the claims and notice agent.  Sawaya Segalas &
Co., LLC serves as financial advisor.

The U.S. Trustee appointed six creditors to the Official Committee
of Unsecured Creditors.  Daniel H. Puryear, Esq., at Puryear Law
Group, and Sharon L. Levine, Esq., and Kenneth A. Rosen, Esq., at
Lowenstein Sandler LLP represent the Committee.  The Committee
tapped to retain Gavin/Solmonese LLC as its financial advisor.

In July 2013, Royal Appliance Mfg. Co. (RAM), a subsidiary of the
TTI Group, finalized the purchase of Oreck Corp.'s assets.  The
Bankruptcy Court approved the sale on July 16, 2013.

Royal, the maker of Dirt Devil floor-care products, won the
auction for Oreck Corp.  The second-place bidder was the Oreck
family, which sold the business in a $272 million transaction in
2003.  The Oreck family made the first bid at auction at
$21.9 million, including $14.5 million cash.

The terms of Royal's winning bid weren't disclosed publicly,
according to a Bloomberg News report.  Royal was acquired in 2003
by Hong Kong-based Techtronic Industries Co., the maker of Hoover
vacuum cleaners.


ORECK CORP: Oct. 8 Hearing on Request for Exclusivity Periods
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee
will convene a hearing on Oct. 8, 2013, at 9 a.m., to consider
motion for Oreck Corporation's exclusivity extension.  Objections,
if any, are due Sept. 20.

The Debtors and the Official Committee of Unsecured Creditors
asked the Court to extend the exclusive filing period for Chapter
11 Plan until Dec. 2, 2013, and the exclusive periof to solicit
acceptances for that plan until Jan. 31, 2014.

This is the Debtors' first request for an exclusivity extension.

The Debtors and the Committee specify that they need additional
time to negotiate with parties-in-interest in order to formulate a
confirmable plan and have sufficient time to file and solicit
acceptances of the Plan.

                        About Oreck Corp.

Oreck Corporation and eight affiliates sought Chapter 11
protection (Bankr. M.D. Tenn. Lead Case No. 13-04006) in
Nashville, Tennessee, on May 6, 2013, with plans to sell the
business as a going concern.

Oreck has been in the business of manufacturing, marketing and
selling vacuum cleaners and related products since the late 1960s.
The corporate offices are located in Nashville, and the
manufacturing and call center is located in Cookeville, Tennessee.

Oreck has 70 employees in Nashville, 250 employees at its plant in
Cookeville and 325 employees operating 96 company-owned and
managed retail stores.  The Debtor disclosed $18,013,249 in assets
and $14,932,841 plus an unknown amount in liabilities as of the
Chapter 11 filing.

William L. Norton III, Esq., and Alexandra E. Dugan, Esq., at
Bradley Arant Boult Cummings LLP, serve as counsel to the Debtor.
BMC Group Inc. is the claims and notice agent.  Sawaya Segalas &
Co., LLC serves as financial advisor.

The U.S. Trustee appointed six creditors to the Official Committee
of Unsecured Creditors.  Daniel H. Puryear, Esq., at Puryear Law
Group, and Sharon L. Levine, Esq., and Kenneth A. Rosen, Esq., at
Lowenstein Sandler LLP represent the Committee.  The Committee
tapped to retain Gavin/Solmonese LLC as its financial advisor.

In July 2013, Royal Appliance Mfg. Co. (RAM), a subsidiary of the
TTI Group, finalized the purchase of Oreck Corp.'s assets.  The
Bankruptcy Court approved the sale on July 16, 2013.

Royal, the maker of Dirt Devil floor-care products, won the
auction for Oreck Corp.  The second-place bidder was the Oreck
family, which sold the business in a $272 million transaction in
2003.  The Oreck family made the first bid at auction at
$21.9 million, including $14.5 million cash.

The terms of Royal's winning bid weren't disclosed publicly,
according to a Bloomberg News report.  Royal was acquired in 2003
by Hong Kong-based Techtronic Industries Co., the maker of Hoover
vacuum cleaners.


OVERLAND STORAGE: Reports $19.6-Mil. Net Loss in Fiscal 2013
------------------------------------------------------------
Overland Storage reported a net loss of $5.42 million on $12.06
million of net revenue for the three months ended June 30, 2013,
as compared with a net loss of $2.69 million on $15.30 million of
net revenue for the same period during the prior year.

For the 12 months ended June 30, 2013, the Company incurred a net
loss of $19.64 million on $48.02 million of net revenue as
compared with a net loss of $16.16 million on $59.63 million of
net revenue last year.

The Company's balance sheet at June 30, 2013, showed $31.40
million in total assets, $41.69 million in total liabilities and a
$10.29 million shareholders' deficit.

"We made progress in fiscal 2013 with the growth of our new
branded products, including our SnapServer DX series, which grew
more than 60% year-over-year," said Eric Kelly, president and CEO
of Overland Storage.  "The positive market traction we are seeing
with our new branded products and services helped drive gross
margin improvement in fiscal 2013 and we expect these branded
products to continue to contribute to growth and gross margin
improvement in the new fiscal year."

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

                        http://is.gd/1L9cwM

                Lisa Loe Joins as VP Worldwide Sales

Effective on Sept. 3, 2013, Jillian Mansolf, the senior vice
president of Global Sales and Marketing of the Company no longer
serves as an executive officer of the Company.  She continues to
be employed by the Company as its senior vice president of
Marketing.

In connection with her change in position, Ms. Mansolf and the
Company have entered into an amendment of her offer letter with
the Company dated as of June 29, 2009.  The amendment provides for
her to continue to receive her current base salary of $238,000 and
to be eligible to receive a quarterly bonus under the Company's
executive bonus plan commencing Oct. 1, 2013, with a target bonus
of $25,500 per quarter.  She will no longer be eligible for
quarterly commissions earnings after that date.  In addition, the
installment of her outstanding restricted stock unit award granted
by the Company that is eligible to vest on Jan. 15, 2014, will
instead vest on Jan. 3, 2014, subject to her continued employment
through that date.  If the Company terminates her employment at
any time without cause, or if she voluntarily terminates her
employment for any reason between Jan. 3, 2014, and June 30, 2014,
the Company will pay her severance equal to three months of her
base salary and reimburse the cost of her COBRA premiums for six
months following her termination, subject to her providing a
release of claims in favor of the Company.  Ms. Mansolf's
retention agreement with the Company, which provided certain
severance benefits if her employment terminated in connection with
a change in control, has been terminated.

Lisa Loe has joined the Company as vice president of Worldwide
Sales, responsible for sales strategy, channel partners and
customers.

"Lisa has a proven track record within both mobility enterprise
and data storage of building long-term customer and strategic
partner relationships," said Mr. Kelly.  "With her experience at
Good Technology, she is one of the few executives within the BYOD
space that has built a mobility enterprise channel.  She has
experience in developing channels and alternative routes to
market, and building world-class sales teams that scale.  We are
excited to have her join the leadership team at Overland as we
advance our vision to be the premier data storage provider for the
mobile workforce."

Prior to joining Overland, Ms. Loe was vice president of Americas
Channel and Partner Sales for mobility solutions provider Good
Technology, where she was responsible for developing the overall
enterprise and market segment business strategy with partners.
While at Good Technology, she guided the team in identifying and
developing the Company's industry-leading secure integrated mobile
data and application management solutions.  Before that, she was
vice president of OEM and Global Strategic Partners at Isilon (now
EMC Isilon), a leading provider of NAS and High Performance
workflow storage solutions.  She has also held senior management
positions at McAfee and Symantec.  As part of her offer letter,
Ms. Loe was granted an inducement stock option at an exercise
price equal to the closing price of the Company's common stock on
the grant date for the purchase of up to 75,000 shares of its
common stock, and an inducement award of 125,000 restricted stock
units, each in accordance with NASDAQ Listing Rule 5635(c)(4).

                       About Overland Storage

San Diego, Cal.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.

The Company incurred a net loss of $16.16 million for the fiscal
year 2012, compared with a net loss of $14.49 million for the
fiscal year 2011.  For the nine months ended March 31, 2013, the
Company incurred a net loss of $14.22 million on $35.95 million of
net revenue, as compared with a net loss of $13.46 million on
$44.33 million of net revenue for the same period during the prior
year.  The Company's balance sheet at March 31, 2013, showed
$38.40 million in total assets, $44.79 million in total
liabilities and a $6.38 million total shareholders' deficit.

Moss Adams LLP, in San Diego, California, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2012.  The independent auditors noted that the
Company's recurring losses and negative operating cash flows raise
substantial doubt about the Company's ability to continue as a
going concern.


OVERSEAS SHIPHOLDING: Taps Venable as Litigation Counsel
--------------------------------------------------------
Overseas Shipholding Group, Inc., et al., seek authority from the
U.S. Bankruptcy Court for the District of Delaware to employ
Venable LLP as special litigation counsel to assist them in
defending against allegations of improper discharge aboard a
single vessel.

Professionals who are expected to take a primary role in
representing the Debtors are:

                                                   Hourly
                                                    Rates
                                                    -----
  Judson W. Starr, Esq. -- jwstarr@Venable.com      $925
  David G. Dickman, Esq. -- dgdickman@Venable.com   $670
  Monica D. Gibson, Esq. -- mdgibson@Venable.com    $660
  Amy J. McMaster, Esq. -- ajmcmaster@Venable.com   $620
  Ashleigh A. Allione                               $225

The firm will also be reimbursed for any necessary out-of-pocket
expenses.

Mr. Starr, a partner at Venable LLP, assures the Court that his
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.

A hearing on the employment application will be on Sept. 26, 2013,
at 10:00 a.m. (ET).  Objections are due Sept. 19.

                     About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  James L.
Bromley, Esq., and Luke A. Barefoot, Esq., at Cleary Gottlieb
Steen & Hamilton LLP serve as OSG's Chapter 11 counsel.  Derek C.
Abbott, Esq., Daniel B. Butz, Esq., and William M. Alleman, Jr.,
at Morris, Nichols, Arsht & Tunnell LLP, serve as local counsel.
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.


OXYSURE SYSTEMS: Incurs $193K Net Loss in Second Quarter
--------------------------------------------------------
OxySure Systems, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $192,609 on $476,071 of revenues for the
three months ended June 30, 2013, compared with a net loss of
$218,472 on $62,891 of revenues for the same period last year.

The Company reported a net loss of $361,958 on $716,491 of
revenues for the six months ended June 30, 2013, compared with a
net loss of $543,958 on $90,775 of revenues for the corresponding
period of 2012.

The Company's balance sheet at June 30, 2013, showed $1.37 million
in total assets, $1.84 million in total liabilities, and a
stockholders' deficit of $468,521.

"We have been suffering from recurring loss from operations.  We
have an accumulated deficit of $14,621,080 and $14,258,667 at
June 30, 2013, and Dec. 31, 2012, respectively, and stockholders'
deficits of $468,521 and $652,125 as of June 30, 2013, and
Dec. 31, 2012, respectively.  We require substantial additional
funds to manufacture and commercialize our products.  Our
management is actively seeking additional sources of equity and/or
debt financing; however, there is no assurance that any additional
funding will be available.

"In view of the matters described above, recoverability of a major
portion of the recorded asset amounts shown in the accompanying
June 30, 2013 balance sheet is dependent upon continued operations
of the Company, which in turn is dependent upon the Company's
ability to meet its financing requirements on a continuing basis,
to maintain present financing, and to generate cash from future
operations. These factors, among others, raise substantial doubt
about our ability to continue as a going concern."

A copy of the Form 10-Q is available at http://is.gd/Z3krRr

Frisco, Tex.-based OxySure Systems, Inc. (OTC QB: OXYS) is a
medical technology company that focuses on the design, manufacture
and distribution of specialty respiratory and emergency medical
solutions.  The company pioneered a safe and easy to use solution
to produce medically pure (USP) oxygen from inert powders.  The
Company owns nine (9) issued patents and patents pending on this
technology which makes the provision of emergency oxygen safer,
more accessible and easier to use than traditional oxygen
provision systems.


PEREGRINE FINANCIAL: Imprisoned Founder Could Face Questioning
--------------------------------------------------------------
Jacob Bunge, writing for Daily Bankruptcy Review, reported that
Russell Wasendorf Sr., the founder of Peregrine Financial Group
Inc ., still faces questions more than a year after his firm
collapsed in scandal, and a judge's ruling could clear the way for
him to face customers who lost millions and a bank implicated in
the fraud.

According to the report, a bank account controlled by Mr.
Wasendorf -- at the root of his decades-long fraud -- is central
to several outstanding legal battles over the firm, and some
lawyers involved in the case believe that Mr. Wasendorf could
provide details that may tip arguments in their favor.

                   About Peregrine Financial

Peregrine Financial Group Inc. filed to liquidate under Chapter 7
of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 12-27488)
on July 10, 2012, disclosing between $500 million and $1 billion
of assets, and between $100 million and $500 million of
liabilities.

Earlier that day, at the behest of the U.S. Commodity Futures
Trading Commission, a U.S. district judge appointed a receiver and
froze the firm's assets.  The firm put itself into bankruptcy
liquidation in Chicago later the same day.  The CFTC had sued
Peregrine, saying that more than $200 million of supposedly
segregated customer funds had been "misappropriated."  The CFTC
case is U.S. Commodity Futures Trading Commission v. Peregrine
Financial Group Inc., 12-cv-5383, U.S. District Court, Northern
District of Illinois (Chicago).

Peregrine's CEO Russell R. Wasendorf Sr. unsuccessfully attempted
suicide outside a firm office in Cedar Falls, Iowa, on July 9.

The bankruptcy petition was signed in his place by Russell R.
Wasendorf Jr., the firm's chief operating officer. The resolution
stated that Wasendorf Jr. was given a power of attorney on July 3
to exercise if Wasendorf Sr. became incapacitated.

Peregrine Financial is the regulated unit of the brokerage
PFGBest.




PATRIOT COAL: Peabody Objects to Oct. 1 Production Deadline
-----------------------------------------------------------
Peabody Energy Corporation asks the U.S. Bankruptcy Court for the
Eastern District of Missouri to (i) deny the joint motion of
Patriot Coal Corporation, et al., and the Official Committee of
Unsecured Creditors for an Oct. 1, 2013 deadline for Peabody to
complete its production of documents, and (ii) schedule an in-
person conference in St. Louis on Oct. 11, 2013, to hear a report
on Peabody's further progress, including with respect to the pace
of production and the additional ongoing rolling productions that
will have occurred by then.

The hearing to consider this Motion is scheduled for Sept. 13,
2013, at 10:00 a.m.

A copy of Peabody's Objection is available at:

         http://bankrupt.com/misc/patriotcoal.doc4590.pdf

As reported in the TCR on Sept. 4, 2013, Patriot Coal Corp. wants
the bankruptcy judge to compel former parent Peabody Energy Corp.
to speed up the investigation of the spinoff in October 2007.

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP serves as lead restructuring counsel.
Bryan Cave LLP serves as local counsel to the Debtors.  Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
HoulihanLokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.


PATRIOT COAL: Files Joint Chapter 11 Plan of Reorganization
-----------------------------------------------------------
Patriot Coal Corporation filed with the U.S. Bankruptcy Court for
the Eastern District of Missouri on Friday, a joint Chapter 11
Plan of Reorganization that would involve a significant investment
into the Debtors' estates through a rights offering backstopped by
entities managed by Knighthead Capital Management, LLC, and
Aurelius Capital Management, LP.  The Debtors will soon file an
explanatory disclosure statement.  A copy of the Joint Chapter 11
Plan is available at
http://bankrupt.com/misc/patriotcfoal.doc4606.pdf

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP serves as lead restructuring counsel.
Bryan Cave LLP serves as local counsel to the Debtors.  Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
HoulihanLokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.


PATRIOT COAL: Incurs $99.7-Mil. Net Loss in Second Quarter
----------------------------------------------------------
Patriot Coal Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $99.75 million on $418.63 million of total
revenues for the three months ended June 30, 2013, compared with a
net loss of $354.32 million on $534.07 million of total revenues
for the same period last year.

The Company reported a net loss of $215.65 million on
$761.92 million of total revenues for the six months ended
June 30, 2013, compared with a net loss of $429.62 million on
$1.037 billion of total revenues for the corresponding period in
2012.

The Company's balance sheet at June 30, 2013, showed
$3.636 billion in total assets, $3.974 billion in total
liabilities, and a stockholders' deficit of $338.02 million.

"The Debtors are negotiating the potential terms of a Chapter 11
plan of reorganization with Knighthead Capital Management, LLC,
and Aurelius Capital Management, LP. that would involve a
significant investment into the Debtors' estates through a rights
offering backstopped by entities managed by Knighthead and
Aurelius."

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

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP serves as lead restructuring counsel.
Bryan Cave LLP serves as local counsel to the Debtors.  Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
HoulihanLokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.


PERSONAL COMMUNICATIONS: U.S. Trustee Appoints Creditors Panel
--------------------------------------------------------------
Christine H. Black, Assistant United States Trustee for Region 2,
appointed a 3-member Official Committee of Unsecured Creditors in
Personal Communications Devices LLC's Chapter 11 case.

The committee members are:

  1. HTC
     13920 SE Eastgate Way
     Suite 400
     Bellevue, WA 98005

  2. Pantech Co., Ltd.
     Pantech Building 179
     Seongam-ro,
     Mapo-gu
     Seoul, Korea 121-792

  3. Jim Wodach
     TCT Mobile Inc
     25 Edelman, Suite 200
     Irvine, CA 92618


                    About Personal Communications

Personal Communications Devices LLC and an affiliate, Personal
Communications Devices Holdings, LLC, filed for Chapter 11
bankruptcy (Bankr. E.D.N.Y. Case No. 13-74303) on Aug. 19, 2013,
in Central Islip, N.Y., estimating between $100 million
and $500 million in both assets and liabilities.  Bankruptcy Judge
Alan S. Trust oversees the case.  The petitions were signed by
Raymond F. Kunzmann as chief financial officer.

Attorneys at Goodwin Procter, LLP and Togut, Segal & Segal, LLP
serve as counsel to the Debtors.  Epiq Bankruptcy Solutions, LLC,
is the claims and notice agent.  BG Strategic Advisors, LLC, is
the financial advisor.   Richter Consulting, Inc., is the
investment banker.

PCD has a proposal in place to sell itself to Quality One Wireless
LLC for $105.3 million, subject to higher bids.  The Company is
asking the Court to approve guidelines to govern the bidding and
sale process.

PCD is advised in this transaction by Richter Consulting Inc., BG
Strategic Advisors, and Goodwin Procter LLP.  Q1W is advised by
Raymond James and Associates, Inc. and Munsch Hardt Kopf & Harr,
P.C.

PCD -- http://www.pcdphones.com-- provides both carriers and
manufacturers an array of product life cycle management services
that includes planning and development; inventory; technical
testing; quality control; forward and reverse logistics; sell-in
and sell-thru, marketing & warranty support.  Its extensive
portfolio of high-quality and versatile wireless devices includes
feature phones, smartphones, tablets, mobile hotspots, modems,
routers, fixed wireless, M2M, GPS, and other innovative wireless
connectivity devices and accessories.  PCD is based in Hauppauge,
New York; and maintains operations facilities in Brea, California;
and Toronto, CA.


PETALUMA CDC: Moody's Confirms Ba1 Tax Bonds Rating
---------------------------------------------------
Moody's Investors Service has confirmed the Ba1 rating on the
former Petaluma Community Development Commission's Subordinate Tax
Allocation Bonds, Series 2007; Project Refunding Tax Allocation
Bonds, Series 2005A; Petaluma Community Development Project Series
2003A and Petaluma Community Development Project Series 2001A.

Ratings Rationale:

The Ba1 rating reflects the relatively large size of the project
area, both in acreage and Incremental assessed value, (AV)
relatively high increment to total (AV) ratio that minimizes
revenue volatility, the moderate taxpayer concentration and above
average wealth levels. The relatively narrow aggregate debt
service coverage level on a semiannual basis somewhat offset these
favorable factors. The bonds were previously on review for
downgrade.

Under AB X1 26 and AB 1484, the statutes that dissolved all
California redevelopment agencies, tax increment revenue is placed
in trust with the County auditor, who makes semi-annual
distributions of funds sufficient to pay debt service on tax
allocation bonds, including other obligations.

Strengths:

- Large merged project area, both in AV and Acreage

- Relatively diverse tax payers

- Well above average local economic indictors

Challenges:

- Below average debt service coverage levels, both semiannually
   and annually

What could move the rating - UP?

- Significant and sustained increase in assessed valuation

What could move the rating - DOWN?

- Erosion of semi-annual debt service coverage

- Protracted assessed value decline

- Sizable ongoing population decline

The principal methodology used in this rating was Moody's Analytic
Approach To Rating California Tax Allocation Bonds published in
December 2003.


PHILADELPHIA AUTHORITY: S&P Lowers Rating on 2006 Bonds to 'D'
--------------------------------------------------------------
Standard & Poor's Ratings Services has lowered its long-term
rating to 'D' from 'BB-'on the Philadelphia Authority for
Industrial Development, Pa.'s series 2006 revenue bonds, issued
for the Please Touch Museum (PTM).

The downgrade reflects a Sept. 4, 2013, announcement that PTM was
delinquent in its scheduled debt payment.  PTM has $59 million in
outstanding debt.


PLATINUM PROPERTIES: Wants to Tap Thomas C. Scherer as Mediator
---------------------------------------------------------------
Platinum Properties, LLC et al., ask the U.S. Bankruptcy Court for
permission to employ Thomas C. Scherer to serve as mediator in its
bankruptcy case for purposes of conducting mediation.

Mr. Scherer attests that he is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

Counsel for the Debtors can be reached at:

         Kayla D. Britton, Esq.
         Jay Jaffe, Esq.
         Faegre Baker Daniels LLP
         600 E. 96th Street, Suite 600
         Indianapolis, IN 46240
         Tel: 317-569-9600
         Fax: 317-569-4800
         E-mail: Kayla.britton@gaegrebd.com
                 Jay.jaffe@faegrebd.com

Counsel for Paul Shoopman, Shelley Shoopman, Paul Shoopman Custom
Homes, Inc., Paul Shoopman Home Building Group, Inc., and Shoopman
Acquisitions, Inc. can be reached at:

         RUBIN & LEVIN, P.C.
         John M. Rogers, Esq.
         Christopher M. Trapp, Esq.
         Thomas B. Allington, Esq.
         342 Massachusetts Avenue, Suite 500
         Indianapolis, IN 46204-2161
         Tel: 317-634-0300
         Fax: 317-453-8601
         E-mail: tallington@rubin-levin.net
                 jrogers@rubin-levin.net
                 ctrapp@rubin-levin.net

              About Platinum Properties and PPV LLC

Indianapolis, Indiana-based Platinum Properties, LLC, is a
residential real estate developer.  Platinum acquires land,
designs the projects, obtains zoning and other approvals, and
constructs roads, drainage, utilities, and other infrastructure of
residential subdivisions.  Platinum then sells the finished,
platted lots.  Platinum also has an ownership interest in several
special purpose entities that in turn own, operate and manage
individual projects.

PPV LLC is a joint venture between Platinum and a non-debtor
entity, Pittman Partners, Inc., each of whom hold an equity
interest in PPV.  PPV owned four projects directly and owns 100%
of the membership interest of Sweet Charity Estates, LLC.

Platinum Properties and PPV LLC filed for Chapter 11 protection
(Bankr. S.D. Ind. Case Nos. 11-05140 and 11-05141) on April 25,
2011.  Lawyers at Baker & Daniels LLP, in Indianapolis, Indiana,
serve as the Debtors' bankruptcy counsel.  Platinum Properties
disclosed $14,624,722 in assets and $181,990,960 in liabilities as
of the Chapter 11 filing.

The U.S. Trustee has not yet appointed a creditors committee in
the Debtor's case.  The U.S. Trustee reserves the right to appoint
such a committee should interest developed among the creditors.


PRIMCOGENT SOLUTIONS: Court Denies Reconsideration Motion on Stay
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
denied Primcogent Solutions LLC's corrected motion for (i)
reconsideration of the Court's Aug. 7, 2013 order regarding the
automatic stay, and (ii) continuation and reinstatement of the
automatic stay pending reconsideration of the order.

Secured lender ORIX Ventures, by and through Robert W. Jones,
Esq., at Holland & Knight LLP, objected to the Debtor's motion
stating that the Debtor's failure to make the adequate protection
deposit terminated the stay.

On July 30, 2013, the Court held that continuation of the
automatic stay would be conditioned on the Debtor making a cash
deposit in the amount of $559,700 from a source other than ORIX's
collateral, as adequate protection for ORIX's interest.  The Court
further held that if the cash deposit is not be made by Aug. 15,
the automatic stay would immediately terminate.

As of the Petition Date, the Debtor was indebted to ORIX in the
approximate amount of not less than $11.3 million.

On Aug. 21, Paul N. Silverstein, Esq., at Andrews Kurth LLP, on
behalf of the Debtor, in a corrected motion, requested for the
reinstatement of the automatic stay pending reconsideration of the
lift stay order.  Mr. Silverstein asserted that no equity infusion
was made in the Debtor and no amount was paid to ORIX.

                     About Primcogent Solutions

Primcogent Solutions, LLC, is a supplier and distributor of
medical equipment and services in North America.  Primcogent
operates as the exclusive North American (and, through its
European subsidiaries, Western European) seller or distributor of
equipment manufactured by Erchonia Corporation, pursuant to
exclusive license and supply agreements.  Products sold include
Erchonia's non-invasive body-contouring laser technology
trademarked under the name Zerona(R), including the Zerona Body
Laser.

Primcogent was formed in late 2011 following the acquisition
of the business of Santa Barbara Medical Innovations LLC for
$18 million.  Although the Erchonia agreement gave Primcogent
perpetual rights to sell Erchonia products, Erchonia declared in
March 2013 that the agreement has been terminated due to
Primcogent's alleged failure to perform and starting that time
stopped servicing Primcogent's products.  Primcogent, on the other
hand, claims Erchonia has committed fraud, breached the agreement
and tortiously interfered with Primcogent's business.  Primcogent
cites, among other things, Erchonia's failure to obtain FDA
clearance of Lunula, a laser technology used to treat or cure toe
fungus.

Primcogent also claims ORIX, its secured lender, is working in
concert with Erchonia.  A default in the Erchonia agreement
triggered a cross-default in the credit agreement, and the secured
lender has already seized control of Primcogent's cash account and
is attempting to control warehouse inventory.

Primcogent filed a bare-bones Chapter 11 petition (Bankr. N.D.
Tex. Case No. 13-42368) in Ft. Worth, Texas, on May 20, 2013.  The
petition was signed by David Boris, chairman of board of managers
of managing member.  The Debtor disclosed $82,490,751 in assets
and $27,236,020 in liabilities as of the Chapter 11 filing.  Judge
D. Michael Lynn presides over the case.  Attorneys at Andrews
Kurth, LLP, serve as counsel to the Debtor.

ORIX is represented by Robert W. Jones, Esq., and Brian Smith,
Esq., at Patton Boggs, LLP.

Erchonia is represented by Ira M. Schwartz, Esq., and Lawrence D.
Hirsh, Esq., at Deconcini McDonald Yetwin & Lacy, P.C., and J.
Michael Sutherland, Esq., and Lisa M. Lucas, Esq., at Carrington,
Coleman, Sloman & Blumenthal, LLP.

The Official Committee of Unsecured Creditors is represented by
Looper Reed & McGraw P.C., as counsel.


PRIVATE MEDIA: Incurs EUR670,000 Net Loss in Second Quarter
-----------------------------------------------------------
Private Media Group, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of EUR 670,000 on EUR 1.41 million of
sales for the three months ended June 30, 2013, compared with net
income of EUR 58,000 on EUR 1.76 million of net sales for the same
period last year.

"Lower sales and higher selling, general and administrative costs
contributed to the net loss in the fiscal 2013 quarter."

The Company reported a net loss of EUR 1.05 million on
EUR 2.90 million of net sales for the six months ended June 30,
2013, compared with a net loss of EUR 863,000 on EUR 3.46 million
of net sales for the corresponding period in 2012.

"Lower sales and higher selling, general and administrative costs
contributed to the increase in the net loss in the fiscal 2013
period."

The Company's balance sheet at June 30, 2013, showed
EUR 6.84 million in total assets, EUR 7.70 million in total
liabilities, EUR 8.0 million of EUR 10.00 Series B 6% Convertible
Redeemable Preferred Stock, and a stockholders' deficit of
EUR 8.86 million.

"In each of the past three years the Company has experienced
losses from operations.  At June 30, 2013, the Company had cash
and cash equivalents of EUR 117,000 and a working capital deficit
of EUR 2,193,000.  As a result of the Company's operating losses
and financial condition, there is substantial doubt as to its
ability to continue as a going concern."

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

Headquartered in Barcelona, Spain, Private Media Group, Inc.,
acquires worldwide rights to adult media produced for the Company
by independent producers and then processes this content into
products suitable for popular physical media formats such as print
publications, DVDs, digital media platforms (such as internet
websites, mobile telephony and transactional television), and
broadcasting (which includes cable, satellite and IPTV).


PRM FAMILY: Seeks to Hire Arizona Liquor as Liquor License Broker
-----------------------------------------------------------------
PRM Family Holding Company, L.L.C. and its debtor-affiliates seek
bankruptcy court authority to employ A.L.I.C. Enterprises, LLC,
dba Arizona Liquor Industry Consultants, as their liquor license
broker, effective as of September 4, 2013, to be compensated at
the rate of 7.5% of the sales price of any license sold.

The Debtors are the owners of certain and various liquor licenses
certain of which are no longer needed in the operation of their
business, and not necessary to an effective reorganization. The
Debtor desires to sell these liquor licenses.

Any contracts for sale of the Licenses will be submitted to the
Court for approval, and will be subject to higher and better bids.
With respect to each transaction, the commission requested by ALIC
will be included in the motion to approve the sale, and will be
subject to Court approval. Further, any dispute regarding the
terms of the employment of ALIC, or any sales agreement, will be
subject to the jurisdiction of the Bankruptcy Court during
pendency of the bankruptcy case.

ALIC's Randy Nations attests that his firm represents no interest
adverse to the Debtors or their bankruptcy estates.

Counsel for the Debtors may be reached at:

   Michael McGrath, Esq.
   Frederick J. Petersen, Esq.
   Isaac D. Rothschild
   MESCH, CLARK & ROTHSCHILD, P.C.
   259 North Meyer Avenue
   Tucson, Arizona 85701
   Phone: (520) 624-8886
   Fax:  (520) 798-1037
   E-mail: mmcgrath@mcrazlaw.com
           fpetersen@mcrazlaw.com

                        About PRM Family

PRM Family Holding Company, L.L.C., operator of 11 Pro's Ranch
Markets grocery stores in Arizona and Texas and New Mexico, sought
Chapter 11 protection (Bankr. D. Ariz. Case No. 13-09026) on May
28, 2013.

As of the bankruptcy filing, PRM Family Holding operates seven
grocery stores in Phoenix, two in El Paso, Texas, and two in New
Mexico.  Its corporate office is in California and it has
warehouses and distribution facilities in California and Phoenix.
Its Pro's Ranch Markets feature produce, baked goods and other
general grocery items with a Hispanic flair and theme.  The
company has more than 2,200 employees.

PRM Family blamed its woes on, among other things, the adverse
effect of the perception in Arizona towards immigrants including
the passage of SB 1070 and an immigration audit to which no other
competitor was subjected.  It also blamed a decline in the U.S.
economy and an increase competition from other grocery store
chains.

Bank of America, the secured lender, declared a default in
February 2013.

PRM Family estimated liabilities in excess of $10 million.

Judge Sarah Sharer Curley oversees the case.  Michael McGrath,
Esq., Scott H. Gan, Esq., Frederick J. Petersen, Esq., Kasey C.
Nye, Esq., David J. Hindman, Esq., and Isaac D. Rothschild, Esq.,
at Mesch, Clark & Rothschild, P.C., serve as the Debtor's counsel.

HG Capital Partners' Jim Ameduri serves as financial advisor.

Attorneys at Freeborn & Peters LLP, in Chicago, Ill., represent
the Official Committee of Unsecured Creditors as lead counsel.
Attorneys at Schian Walker, P.L.C., in Phoenix, Arizona, represent
the Committee as local counsel.  O'Keefe & Associates Consulting,
LLC, serves as financial advisor to the Committee.

Robert J. Miller, Esq., Bryce A. Suzuki, Esq., and Justin A.
Sabin, Esq., at Bryan Cave LLP, in Phoenix, serve as counsel for
Bank of America, N.A., as administrative agent and a lender under
an amended and restated credit agreement dated July 1, 2011.


PRM FAMILY: Gursey Schneider Approved as Accountants
----------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona issued a
ruling on September 3, 2013, authorizing PRM Family Holding
Company, L.L.C. and its debtor-affiliates to employ Gursey,
Schneider LLP by Nazfar Afshar, CPA/CFF as their accountants to
prepare tax returns and perform a 401k audit for tax year 2012.

As reported in the Troubled Company Reporter on August 30, 2013,
counsel for the Debtors, Michael McGrath, Esq. and Fredrick J.
Petersen, Esq., at Mesch, Clark & Rothschild, P.C., told the Court
that the proposed budget for these services is estimated in the
amount of $140,710.00. The Debtors will pay the firm its regular
hourly rates which are $375 per hour for partners, $310 per hour
for supervisors, and $215 per hour for staff members.

                        About PRM Family

PRM Family Holding Company, L.L.C., operator of 11 Pro's Ranch
Markets grocery stores in Arizona and Texas and New Mexico, sought
Chapter 11 protection (Bankr. D. Ariz. Case No. 13-09026) on May
28, 2013.

As of the bankruptcy filing, PRM Family Holding operates seven
grocery stores in Phoenix, two in El Paso, Texas, and two in New
Mexico.  Its corporate office is in California and it has
warehouses and distribution facilities in California and Phoenix.
Its Pro's Ranch Markets feature produce, baked goods and other
general grocery items with a Hispanic flair and theme.  The
company has more than 2,200 employees.

PRM Family blamed its woes on, among other things, the adverse
effect of the perception in Arizona towards immigrants including
the passage of SB 1070 and an immigration audit to which no other
competitor was subjected.  It also blamed a decline in the U.S.
economy and an increase competition from other grocery store
chains.

Bank of America, the secured lender, declared a default in
February 2013.

PRM Family estimated liabilities in excess of $10 million.

Judge Sarah Sharer Curley oversees the case.  Michael McGrath,
Esq., Scott H. Gan, Esq., Frederick J. Petersen, Esq., Kasey C.
Nye, Esq., David J. Hindman, Esq., and Isaac D. Rothschild, Esq.,
at Mesch, Clark & Rothschild, P.C., serve as the Debtor's counsel.

HG Capital Partners' Jim Ameduri serves as financial advisor.

Attorneys at Freeborn & Peters LLP, in Chicago, Ill., represent
the Official Committee of Unsecured Creditors as lead counsel.
Attorneys at Schian Walker, P.L.C., in Phoenix, Arizona, represent
the Committee as local counsel.  O'Keefe & Associates Consulting,
LLC, serves as financial advisor to the Committee.

Robert J. Miller, Esq., Bryce A. Suzuki, Esq., and Justin A.
Sabin, Esq., at Bryan Cave LLP, in Phoenix, serve as counsel for
Bank of America, N.A., as administrative agent and a lender under
an amended and restated credit agreement dated July 1, 2011.


RAPID-AMERICAN: Lawrence Fitzpatrick Okayed as Future Claims Rep.
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
appointed Lawrence Fitzpatrick as the Future Claimants'
Representative in the Chapter 11 case of Rapid-American Corp.,
nunc pro tunc to July 11, 2013.

The Future Claimants' Representative will represent all persons
who will assert asbestos-related personal injury claims against
the Debtor after the confirmation of a plan under Section 524(g)
of the Bankruptcy Code, but who have not presently done so.  The
claimants will be referred to as "Future Claimants" and the claims
held will be referred to as "Demands."

Mr. Fitzpatrick will be compensated at his hourly rate of $420,
subject to periodic adjustment, plus reimbursement of reasonable
expenses.

                  About Rapid-American Corp.

Rapid-American Corp. filed for bankruptcy protection in Manhattan
(Bankr. S.D.N.Y. Case No. 13-10687) on March 8, 2013, to deal with
debt related to asbestos personal-injury claims.

New York-based Rapid-American was formerly a holding company with
subsidiaries primarily engaged in retail sales and consumer
products and was never engaged in an asbestos business of any
kind.  Through a series of merger transactions going back more
than 45 years, Rapid has nevertheless incurred successor liability
for personal injury claims arising from plaintiffs' exposure to
asbestos-containing products sold by The Philip Carey
Manufacturing Company -- Old Carey -- as that entity existed prior
to June 1, 1967.

Attorneys at Reed Smith LLP serve as counsel to the Debtor.

The Debtor disclosed assets in excess of $4,446,261 and unknown
liabilities.

The Official Committee of Unsecured Creditors retained Caplin &
Drysdale, Chartered, as counsel.


REVSTONE INDUSTRIES: Most Creditors to Get Full Payment on Claims
-----------------------------------------------------------------
Revstone Industries, LLC, et al., filed with the U.S. Bankruptcy
Court for the District of Delaware an Amended Disclosure Statement
in respect of their First Amended Plan of Reorganization, as
modified on Aug. 28, 2013.

The Plan applies solely as to Debtor Revstone Industries, LLC, and
does not involve or affect Spara LLC, Greenwood Forgings, LLC, US
Tool & Engineering LLC, or Metavation LLC.

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 principal secured creditor, Wells Fargo
Capital Finance, LLC, will be paid in full on or before the
Effective Date.

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 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 payment in full on
account of all creditors' allowed claims.

A copy of the Disclosure Statement is available for free at

   http://bankrupt.com/misc/REVSTONE_INDUSTRIES_ds_1plan.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.


RICHMOND RDA: Moody's Confirms Ba1 Tax Bonds Rating
---------------------------------------------------
Moody's Investors Service has confirmed the Ba1 rating on the
Successor Agency of Richmond Redevelopment Agency's (CA) Richmond
Joint Powers Financing Authority Tax Allocation Revenue Bonds
(TABs) Series 2000A and Housing Set-Aside Tax Allocation Revenue
Bonds Series 2000B. The bonds are secured by loan payments made by
the Successor Agency to the Richmond Redevelopment Agency which in
turn are secured by a pledge of tax increment revenues, derived
from a group of sub-areas collectively known as the "Pre-2004
Limit Area." They also benefit from a 25% guarantee from "Post-
2004 Limit Area" if revenues from the pledge area are insufficient
on an annual basis.

Ratings Rationale:

The Ba1 rating reflects the risks and weakness that the
dissolution of redevelopment agencies (now known as successor
agencies) now adds to bonds' credit profile. The primary change is
the narrow semi-annual debt service coverage. The semi-annual
process exposes the Agency to ongoing uncertainty, since it
requires the ongoing approval by the state to reserve sufficient
funds for the subsequent principal and interest payment. Other
weaknesses such as the relatively low wealth level of city
residents and elevated unemployment levels weighs on Moody's
credit opinion.

Strengths:

- Inclusion in the Bay Area economy

Challenges:

- Narrow semi-annual debt service coverage

- Tax base has weakened with regional decline of real-estate
  market

- Low wealth level of city residents with elevated unemployment
  weakens credit

What could move the rating-UP?

- Significant and sustained increase in assessed valuation with
  at least two times coverage in both periods

- Substantial improvement in wealth levels

What could move the rating-DOWN?

- Erosion of semi-annual debt service coverage

- Protracted assessed value decline

The principal methodology used in this rating was Moody's Analytic
Approach To Rating California Tax Allocation Bonds published in
December 2003.

Moody's carries these non-investment grade ratings:

Housing Set-Aside Tax Allocation Series 2000B (Taxable); Ba1

Tax Allocation Revenue Bonds Series 2000A (Tax-Exempt); Ba1


RIVERSIDE COUNTY RDA: Moody's Keeps Ba1 $726MM Debt Rating
----------------------------------------------------------
Moody's Investors Service has confirmed at Ba1 the rating of the
Successor Agency to Riverside County's Redevelopment Agency's
outstanding rated bonds. The rating action affects approximately
$726 million of outstanding debt.

Ratings Rationale:

The confirmation at Ba1 is driven by changes to California law
that dissolved redevelopment agencies (RDAs) and changed the
method by which the successors agencies to the RDAs receive
incremental tax revenues to pay debt service on tax allocation
bonds; as a result of these changes, Moody's projects that debt
service coverage net of pass-through payments will remain below
its threshold of two times to be considered investment grade.

Other factors affecting the rating include combined project areas
with a large AV relative to other rated California tax allocation
bonds; the county's large and improving economy, which is
recovering despite the worst housing recession since the Great
Depression; socio-economic indicators that are at the US median;
the depth of incremental AV which provides protection against
economic and real estate downturns; and a top taxpayer profile
which is well below the median levels for other rated CA tax
allocation bonds.

Strengths:

- The successor agency's large combined project areas assessed
valuation (AV),

- Satisfactory ratio of incremental AV to the total AV of the
project area

Challenges:

- Annual debt service coverage is thin, but should improve as the
county's AV recovers. If AV levels decline only modestly, however,
coverage could slip below one times.

What Could Move The Rating-Up

- Sizable increase in incremental AV of the project areas, leading
to greater debt service coverage in all semi-annual periods.

- Significant improvement in socio-economic indicators

What Could Move The Rating-Down

- Reversal of recent trends and decline in the successor agency's
assessed valuation

Rating Methodology

The principal methodology used in this rating was Moody's Analytic
Approach To Rating California Tax Allocation Bonds published in
December 2003.


RURAL/METRO CORP: Plan Support Agreement Approved
-------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
Rural/Metro's restructuring support agreement, pursuant to
Sections 105(a) and 365(a) of the Bankruptcy Code.

As previously reported, "The RSA is the lynchpin of the Debtor's
consensual restructuring. Signed by holders of greater than 60% of
the Debtors' prepetition secured bank debt and holders of greater
than 75% of the Debtors' prepetition unsecured bonds, the RSA
serves, as the roadmap for the Debtors successful emergence from
chapter 11... The consenting lenders have agreed to provide the
Debtors with a $75 million debtor-in-possession facility and the
consenting noteholders have agreed, to invest $135 million of new
equity into the recognized Debtors upon emergence from chapter 11.
The collective goal of the parties is that the Debtors can
effectuate a financial restructuring with virtually no impact on
day-to-day operations. The relief granted at the first day hearing
was the first step towards the goal, and the assumption of the RSA
is the second."

                   About Rural/Metro Corporation

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.

The U.S. Trustee has appointed a three-member official committee
of unsecured creditors in the Chapter 11 case.

The Debtors have arranged $75 million of DIP financing from a
group of prepetition lenders led by Credit Suisse AG.  An interim
order has allowed the Debtors to access $40 million of the DIP
facility.


RURAL/METRO: Appointment of Warren H. Smith as Fee Auditor Okayed
-----------------------------------------------------------------
Bankruptcy Judge Kevin J. Carey approved the appointment of Warren
H. Smith & Associates, P.C. as fee auditor in the cases of
Rural/Metro Corporation, et al., nunc pro tunc to August 12, 2013.
Warren Smith will serve as special consultant to the Court for
professional fee and expense review and analysis in the Debtors'
cases.

Judge Carey also established uniform procedures for the payment of
fees and reimbursement of expenses for professionals and members
of official committees and consideration of fee applications.

The fees and expenses of the Auditor will be subject to
application and review pursuant to Federal Rule of Evidence
706(b), and will be paid from the Debtors' estates as an
administrative expense under Section 503(b)(2) of the Bankruptcy
Code.  The Auditor's services will be paid for at the firm's
ordinary hourly rate.

                  About Rural/Metro Corporation

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.

The U.S. Trustee has appointed a three-member official committee
of unsecured creditors in the Chapter 11 case.

The Debtors have arranged $75 million of DIP financing from a
group of prepetition lenders led by Credit Suisse AG.  An interim
order has allowed the Debtors to access $40 million of the DIP
facility.


SAN FRANCISCO RDA: Moody's Confirms Ba1 Tax Bond Rating
-------------------------------------------------------
Moody's Investors Service has confirmed the Ba1 rating on the
Successor Agency to the San Francisco Redevelopment Agency's tax
allocation bonds.

Ratings Rationale:

The rating assignment reflects the agency's total semi-annual debt
service coverage, which fluctuates from being very solid during
the high periods to dropping well below two times during the low
periods. In doing so, the debt service coverage does not meet the
investment grade threshold of maintaining two times debt service
coverage across all periods. This weakness is offset by other
credit strengths including a geographically well sized project
area, exceptionally large assessed and incremental valuation,
satisfactory ratio of increment to total assessed valuation and
growing local economy. The bonds are secured by the tax increment
revenues of the agency.

Strengths:

- Exceptionally large increment and assessed valuation

- Well sized geographic size

- Strong high period debt service coverage

- Strong local economy

Challenges:

- Narrow low period debt service coverage

What could change the rating up?

- Sizable increase in incremental AV of the project area, leading
to greater debt service coverage in all semi-annual periods

What could change the rating down?

- Decline in the assessed valuation that weakens coverage

The principal methodology used in this rating was Moody's Analytic
Approach To Rating California Tax Allocation Bonds published in
December 2003.


SAN MARCOS RDA: Moody's Confirms Ba1 Tax Bonds Rating
-----------------------------------------------------
Moody's Investors Service has confirmed the Ba1 rating on the
Successor Agency to the San Marcos Redevelopment Agency's tax
allocation bonds.

Ratings Rationale:

The rating reflects the agency's weak coverage, including a recent
one-time reliance on reserves to make debt service and modestly
pressured assessed valuation. The rating also incorporates the
agency's large total and incremental assessed valuation, sizeable
geographic area and strong taxpayer diversity. The bonds are
secured by the tax increment revenues of the agency.

Strengths:

- Very large geographic and total project area

- Well sized incremental and assessed valuation

- Strong taxpayer diversity

Challenges:

- Weak debt service coverage

- Recent reliance on agency reserves to compensate for less than
  sum sufficient coverage

- Still pressured local economy

What Could Change The Rating Up

- Sizable increase in incremental AV of the project area, leading
  to greater debt service coverage in all semi-annual periods

What Could Change The Rating Down

- Decline in the assessed valuation that weakens coverage

The principal methodology used in this rating was Moody's Analytic
Approach To Rating California Tax Allocation Bonds published in
December 2003.


SANTA ROSA RDA: Moody's Confirms Ba1 Rating on Tax Bonds
--------------------------------------------------------
Moody's Investors Service has confirmed the Ba1 rating on the
Successor Agency to the Santa Rosa Redevelopment Agency's
Southwest Redevelopment Project Area, 2005 Tax Allocation Bonds,
Series A, (Tax-Exempt) and Series B (Federally Taxable).

Ratings Rationale:

The rating incorporates Moody's view of the agency's very weak
coverage semiannual debt service coverage. This fact significantly
weighs down the credit quality of the bonds that also feature a
project area with solid geographic and economic size, diversity
and taxpayer income levels. The rating also reflects the agency's
weak ratio of incremental to assessed valuation and a surety
rather than cash funded debt service reserve fund. The bonds are
secured by the tax increment revenues of the agency.

Strengths:

- Solid geographic size of project area

- Well sized total and incremental assessed valuation

- Solid resident income levels

Challenges:

- Recently pressured economy

-Weak coverage of total debt service

- Low ratio of increment to total assessed valuation

What could change the rating up?

- Sizable increase in incremental AV of the project area, leading
to greater debt service coverage in all semi-annual periods

What could change the rating down?

- Decline in the assessed valuation that weakens coverage

- Absence of the cash funded reserve

The principal methodology used in this rating was Moody's Analytic
Approach To Rating California Tax Allocation Bonds published in
December 2003.


SANTEE RDA: Moody's Confirms Ba1 Rating on Tax Bonds
----------------------------------------------------
Moody's Investors Service has confirmed at Ba1 the rating of the
Successor Agency to the Community Development Commission of the
City of Santee's outstanding Tax Allocation Bonds. The rating
action affects approximately $19 million of outstanding debt.

Ratings Rationale:

The confirmation at Ba1 is driven by changes to California law
that dissolved redevelopment agencies (RDAs) and changed the
method by which the successors agencies to the RDAs receive
incremental tax revenues to pay debt service on tax allocation
bonds; as a result of these changes, Moody's projects that debt
service coverage net of pass-through payments will remain below
its threshold of two times to be considered investment grade.

Other factors affecting the rating include a large project area
and healthy assessed valuation; above average socio-economic
indicators; an average ratio of incremental assessed value to
total value of the project area which provides protection against
economic and real estate downturns; and a top taxpayer profile
which is average compared to other rated CA tax allocation bonds.

Strengths:

- A large project area and healthy overall assessed valuation

- Above average socio-economic indicators

- Ratio of incremental AV to the total AV of the project area
  which compares to CA medians

Challenges:

- Relatively weak level debt service coverage in the low semi-
  annual period

What Could Change The Rating Up

- Sizable increase in incremental AV of the project area, leading
  to greater debt service coverage in all semi-annual periods

What Could Change The Rating Down

- Material decline in the district's assessed valuation

The principal methodology used in this rating was Moody's Analytic
Approach To Rating California Tax Allocation Bonds published in
December 2003.


SANUWAVE HEALTH: Appoints Life Sciences Executive to Board
----------------------------------------------------------
SANUWAVE Health, Inc., has appointed Alan L. Rubino to the
Company's Board of Directors.  Mr. Rubino has more than 30 years
of experience at every level of the biopharmaceutical industry,
including positions focused on sales and marketing and Securities
and Exchange Commission matters.  With this appointment, the
Company's Board has four members.

"We are delighted to welcome Alan to our Board of Directors," said
Kevin A. Richardson, chairman of the Board of Directors of
SANUWAVE.  "Throughout his career, Mr. Rubino has developed a
strong network of industry experts including medical device
distributors.  His industry knowledge and strong relationships
with companies that are addressing chronic diabetes issues will be
of great value to SANUWAVE.  We look forward to benefiting from
his guidance as we work diligently to advance SANUWAVE and create
shareholder value."

Mr. Rubino has served as president and chief executive officer of
Emisphere Technologies, Inc., since September, 2012.  Previously,
Mr. Rubino served as the CEO and president of New American
Therapeutics, Inc., CEO and President of Akrimax Pharmaceuticals,
LLC., and President and COO of Pharmos Corporation.  Mr. Rubino
has continued to expand upon a highly successful and distinguished
career that included Hoffmann-La Roche Inc. where he was a member
of the U.S. Executive and Operating Committees and a Securities
and Exchange Commission (SEC) corporate officer.  During his Roche
tenure, he held key executive positions in marketing, sales,
business operations, supply chain and human resource management,
and was assigned executive committee roles in marketing, project
management, and globalization.  Mr. Rubino also held senior
executive positions at PDI, Inc. and Cardinal Health.  He holds a
BA in economics from Rutgers University with a minor in
biology/chemistry and completed post-graduate educational programs
at the University of Lausanne and Harvard Business School.  Mr.
Rubino serves on the Boards of Aastrom Biosciences, Inc., and
Genisphere, LLC, and is also on the Rutgers University Business
School Board of Advisors.

Commenting on his appointment, Mr. Rubino said, "I am most
enthusiastic about joining the Company's Board of Directors at
this time.  SANUWAVE represents a compelling growth opportunity
with the dermaPACE Phase III clinical trial underway in the U.S.
and the on-going use of the dermaPACE and orthoPACE devices
outside the United States.  I look forward to working with the
management team to expand the international distribution of their
medical devices and to develop value-enhancing strategies to
compete in multiple large market opportunities."

In connection with his election as a director of the Company, Mr.
Rubino was granted a stock option under the Amended and Restated
2006 Stock Incentive Plan of SANUWAVE Health to purchase 100,000
shares of the Company's common stock at an exercise price of $0.65
per share, which options were fully vested when issued.  The
options will expire on Sept. 3, 2023.

                        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 June 30, 2013, showed $1.61 million
in total assets, $13.36 million in total liabilities and a $11.74
million total stockholders' deficit.


SENECA GAMING: Dispute Resolution Cues Moody's to Raise CFR to B1
-----------------------------------------------------------------
Moody's Investors Service upgraded Seneca Gaming Corporation's
Corporate Family Rating to B1, its Probability of Default rating
to B1-PD and its $325 million senior unsecured notes due 2018 to
B1. SGC's rating outlook is stable. These actions conclude the
review of SGC's ratings that was initiated on June 17, 2013.

The upgrade to SGC's ratings reflects the favorable resolution of
a payment dispute between the Seneca Nation of Indians (the
"Nation") and New York State. The two parties executed a
memorandum of understanding in which, among other things, the
State reconfirmed the exclusivity of the SGC's Class III casino
operations within the Nation's exclusivity zone, and the Nation
agreed to resume exclusivity fee payments and to make pro-rated
payments for past amounts that were in dispute. At the same time,
the State agreed to limit the type of marketing and the types of
games offered at racinos operating within the Nation's exclusivity
zone. The agreement also materially reduces the risk related to
the renewal of the Nation's gaming compact with the state in 2016.

According to Moody's Analyst Pete Trombetta, "The cloud of
uncertainty that had been hanging over the gaming operations as a
result of the payments dispute has now been lifted. This was the
key driver of the rating upgrade." In early August, the Seneca
Nation distributed approximately $408 million of the exclusivity
fee payments and regulatory reimbursements that the Nation had
withheld from the State of New York during the dispute. The $408
million was paid to the State of New York ($209 million), the
local governments in Buffalo, Niagara Falls, and Salamanca (total
of $140 million), the New York State Police ($54 million) and the
New York State Gaming Commission ($4 million). The agreement
allows the Seneca Nation to retain $209 million of the funds it
had withheld.

Ratings upgraded:

Corporate Family Rating to B1 from B2

Probability of Default Rating to B1-PD from B2-PD

$325 million senior unsecured notes due 2018 to B1 (LGD 4, 54%)
from B2 (LGD 4, 54%)

Ratings Rationale:

The B1 Corporate Family Rating recognizes SGC's exclusive ability
to offer Class III slot machines and table games in Western New
York State and its relatively strong financial leverage and
coverage metrics. For the LTM period ended June 30, 2013, SGC's
debt/EBITDA (including $159 million Special Obligation Bond issued
by the Nation) and EBIT/interest expense was 3.3 times and 3.2
times, respectively. Although SGC's credit metrics are strong for
the rating category, the ratings are constrained by its lack of
geographic diversification -- all three of SGC's casinos are in
Western New York and its Niagara Falls casino accounts for about
65% of total property-level gaming revenue -- and the relatively
weak gaming demand trends in its primary market area. SGC's
ratings also take into consideration the company's significant
dividend/head lease obligations and other risks common to Native
American Gaming issuers.

The stable rating outlook considers Moody's view that the opening
of the Buffalo Creek permanent facility in August will help grow
SGC's gaming revenues over the next 12 months despite increasing
competition from the Pennsylvania and Ohio gaming markets. The
outlook also considers Moody's expectation that SGC's debt/EBITDA
will improve over time due to the incremental earnings from the
Buffalo Creek facility and the 20% (or $35 million) annual
principal amortization requirement on its $175 million term loan
facility. The stable outlook also assumes that Seneca will
continue to maintain a good liquidity profile.

Ratings could be downgraded if earnings at SGC's properties
declined such that debt/EBITDA was to increase above 4.5 times or
if liquidity deteriorates for any reason. In addition, ratings
could be downgraded if the Nation were to lose its exclusivity in
Western New York or if for some reason the Nation had difficulty
renewing its compact in 2016. Downward rating pressure could
develop if the IRS review at the Nation level resulted in negative
action against SGC's operations.

A higher rating could be considered if SGC shows the ability and
willingness to achieve and maintain debt/EBITDA of about 3.0 times
and EBIT/interest expense about 4.0 times on a sustained basis, as
well as maintain healthy free cash flow. SGC would also have to
maintain a good working relationship with New York State and a
reasonable capital allocation policy with respect to capital
expenditures and dividends to the Nation.

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

Seneca Gaming Corporation is an incorporated instrumentality of
the Seneca Nation of Indians, a federally recognized tribe, which
entered into a compact with the State of New York in August 2002,
permitting the Nation to establish and operate three Class III
gaming facilities in Western New York.


SILVERADO 2006-II: Moody's Supp. Indenture No Impact on Ratings
---------------------------------------------------------------
Moody's Investors Service has determined that entry by Silverado
CLO 2006-II Ltd., into a supplemental indenture dated as of
September 5, 2013 among the Issuer, Silverado CLO 2006-II Corp.,
as Co-Issuer and Deutsche Bank Trust Company Americas as Trustee
(the "Second Supplemental Indenture") and performance of the
obligations contemplated therein, will not in and of itself and at
this time cause an immediate withdrawal or reduction of the
current Moody's ratings of any Class of Rated Notes issued by the
Issuer.

The Second Supplemental Indenture changes the defined term
"Weighted Average Life Test" by replacing the existing Weighted
Average Life Test satisfaction "trigger" years, "3.5", "3.25" and
"3.00", respectively, with "4.75", "4.50" and "4.25",
respectively. By measuring satisfaction of the Weighted Average
Life Test against a hurdle date occurring 1.25 years later, one
likely effect of the change is to permit the Issuer to satisfy the
Weighted Average Life Test (which it failed as of the measurement
date occurring on 11 May 2012) in the immediate future.

Moody's analyzed the proposed change by looking at modeling
scenarios involving hypothetical collateral portfolios with
various weighted average lives and amortization profiles that
conform to the contemplated modification of the Weighted Average
Life Test. The result of this analysis indicates that changing the
Weighted Average Life Test by the designated time period at this
time has no impact on the current ratings assigned to the rated
notes issued by the Issuer.

The principal methodology used in reaching its conclusion and in
monitoring the ratings of the Notes issued by the Issuer is
"Moody's Global Approach to Rating Collateralized Loan
Obligations", published in May 2013.

Other methodologies and factors that may have been considered in
the process of rating the Notes issued by the Issuer can also be
found in the Rating Methodologies sub-directory on Moody's
website.

On August 20, 2013, Moody's upgraded the ratings of the following
notes issued by Silverado CLO 2006-II Limited:

$15,000,000 Class A-1-J Senior Secured Floating Rate Notes due
2020, Upgraded to Aaa (sf); previously on September 1, 2011
Upgraded to Aa1 (sf);

$16,000,000 Class A-2 Senior Secured Floating Rate Notes due 2020,
Upgraded to Aa1 (sf); previously on September 1, 2011 Upgraded to
Aa3 (sf);

$20,750,000 Class B Senior Secured Deferrable Floating Rate Notes
due 2020, Upgraded to A1 (sf); previously on September 1, 2011
Upgraded to A3 (sf);

$17,500,000 Class C Senior Secured Deferrable Floating Rate Notes
due 2020, Upgraded to Baa3 (sf); previously on September 1, 2011
Upgraded to Ba1 (sf); and

$12,250,000 Class D Secured Deferrable Floating Rate Notes due
2020, Upgraded to Ba3 (sf); previously on September 1, 2011
Upgraded to B1 (sf).

Moody's also affirmed the ratings of the following notes:

$107,250,000 Class A-1 Senior Secured Floating Rate Notes due
2020, Affirmed Aaa (sf); previously on December 27, 2006 Assigned
Aaa (sf); and

$135,000,000 Class A-1-S Senior Secured Floating Rate Notes due
2020; Affirmed Aaa (sf); previously on December 27, 2006 Assigned
Aaa (sf).


SOCKET MOBILE: Reports $43.5K Net Income in Second Quarter
----------------------------------------------------------
Socket Mobile, Inc., filed its quarterly report on Form 10-Q,
reporting net income of $43,509 on $4.44 million of revenues for
the three months ended June 30, 2013, compared with a net loss of
$755,400 on $4.04 million of revenues for the same period last
year.

The Company reported net income of $118,311 on $8.70 million of
revenues for the six months ended June 30, 2013, compared with a
net loss of $1.63 million on $7.99 million of revenues for the
corresponding period in 2012.

The Company's balance sheet at June 30, 2013, showed $9.16 million
in total assets, $8.41 million in total liabilities, and
stockholders' equity of $745,268.

"The Company was profitable in each of the first two quarters in
2013, but only to the extent of $118,311 in total.  In the year
ended Dec. 31, 2012, the Company incurred a net loss of
$3,298,082.  As of June 30, 2013, the Company has an accumulated
deficit of $60,383,870.  The Company's cash balances at June 30,
2013, were $659,834, including $1,145,053 advanced on its bank
lines of credit.  At June 30, 2013, the Company had additional
unused borrowing capacity of approximately $410,000 on its bank
lines of credit.  The Company's balance sheet at June 30, 2013,
has a current ratio of 0.5 to 1.0, and a working capital deficit
of $3,658,592.  These circumstances raise substantial doubt about
the Company's ability to continue as a going concern.

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

Newark, Calif.-based Socket Mobile, Inc. (OTC: SCKT) is a producer
of mobile handheld computers and barcode scanning products serving
the business mobility markets.


SOLAR POWER: Chief Financial Officer Quits
------------------------------------------
Jim Pekarsky, chief financial officer of Solar Power, Inc.,
provided notice of his planned resignation date of Sept. 13, 2013,
in order to join a private company as its chief executive officer.
To the knowledge of the Company, there were no disagreements
between Mr. Pekarsky and the Company on any matter relating to the
Company's operations, policies, or practices.  There are no
severance terms, deferred compensation or other financial
arrangements between Mr. Pekarsky and the Company.

The Company appointed Ms. Charlotte Xi as interim chief financial
officer effective Sept. 13, 2013.  Ms. Xi will be the principal
financial and accounting officer for the Company.  Ms. Xi will
serve at-will and her compensation has yet to be determined.

Ms. Xi has spent the past six and half years at Canadian Solar
Inc. (CSI) with progressive responsibilities.  She served as
Senior Vice President of Global Operations at CSI from November
2009 to June 2013.  Prior to that, she was the Vice President of
Finance, and later Vice President of Overseas Operations.  She was
also compliance officer and corporate controller of CSI since
February 2007.

Prior to joining CSI, Ms. Xi spent 18 years in the United States,
obtaining her advanced education degrees and professional
experience.  Between 2004 and 2006, Ms. Xi was director of
accounting and compliance at ARAMARK Corporation, a Fortune 500
company, and TV Guide Magazine in the United States, responsible
for financial reporting and successfully implementing
Sarbanes?Oxley compliance during the first year of its
applicability.  In addition to her corporate reporting experience,
Ms. Xi spent eight years in manufacturing facilities with
progressive job responsibilities from cost accountant to plant
controller for the Saint?Gobain Corporation and
Worthington?Armstrong Venture.  Ms. Xi holds a bachelor's degree
from the Shanghai Teachers University and MA and MBA degrees from
the Midwestern State University in Texas.  She is also a member of
the AICPA and has been a Texas?licensed CPA since 1996.

During the last fiscal year, Ms. Xi has not been a party to any
transaction or any proposed transaction to which the Company is or
was to be a party and in which Ms. Xi would have a direct or
indirect interest.  Ms. Xi has no family relationships with any
director or executive officers of the Company, or with any persons
nominated or chosen by the Company to become directors or
executive officers.  There is no material plan, contract or
arrangement to which Ms. Xi is a party or in which she
participates that is entered into or an material amendment in
connection with the Company's appointment of Ms. Xi, or any grant
or award to Ms. Xi or modification thereto, under any such plan,
contract or arrangement in connection with the Company's
appointment of Ms. Xi.

                          About Solar Power

Roseville, Cal.-based Solar Power, Inc., is a global solar
energy facility ("SEF") developer offering its own brand of high-
quality, low-cost distributed generation and utility-scale SEF
development services.  Primarily, the Company works directly with
and for developers around the world who hold large portfolios of
SEF projects for whom it serves as an engineering, procurement and
construction contractor.  The Company also performs as an
independent, turnkey SEF developer for one-off distributed
generation and utility-scale SEFs.

Solar Power disclosed a net loss of $25.42 million in 2012, as
compared with net income of $1.60 million in 2011.  The Company's
balance sheet at June 30, 2013, showed $141.13 million in total
assets, $124.38 million in total liabilities and $16.75 million in
total stockholders' equity.

Crowe Horwath LLP, in San Francisco, 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 incurred a current year net loss of $25.4
million, has an accumulated deficit of $23.8 million, has
experienced a significant reduction in working capital, has past
due related party accounts payable and material adverse change and
default clauses in certain debt facilities under which the banks
can declare amounts immediately due and payable.  Additionally,
the Company's parent company LDK Solar Co., Ltd, has experienced
financial difficulties, which among other items, has caused delays
in project financing.  These matters raise substantial doubt about
the Company's ability to continue as a going concern.


SOUTHERN FILM: Sept. 30 Sale of Assets Approved, Bids Due Sept. 23
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of North
Carolina authorized Southern Film Extruders, Inc., to sell its
assets in an auction led by Epsilon Plastics, Inc.

The assets for sale include the Debtor's real property and
manufacturing facilities located at 2327 West English Road, High
Point, Guilford County, North Carolina, and substantially all of
Debtor's personal property.

Epsilon has offered to pay (i) $7,372,109 -- the sum of all
principal, interest, fees, costs and expenses owed by the Debtor
to Epsilon as of the Closing date under the secured credit
facilities; plus (ii) $1,500,000.

The bid deadline is set at 4 p.m. on Sept. 23, 2013.  The auction
will take place at 12 noon on Sept. 30, at the 101 South Edgeworth
Street, Greensboro, North Carolina, or such other place as may be
ordered by the Bankruptcy Court.  A bidder dispute hearing will be
held on Sept. 25.

The Court will convene a final hearing on Oct. 1, at 9:30 a.m., to
confirm the auction sale.

The Court also authorized the payment of a breakup fee in the
amount of $350,000 in the event the purchased assets are sold at
the auction and Epsilon is not the highest bidder.

The Official Committee of Unsecured Creditors, by and through its
attorney Hendren & Malone, PLLC, objected to the emergency motion
unless sufficient modifications are made by the Debtor that
addressed the issues raised in the objection.

UCC objected to Epsilon having the ability to credit bid a deposit
of $850,000.  UCC also noted that there was an absence of a
transferable lease for the two parcels of real property and
related improvements.  UCC also said that the proposed break up
fee must be limited to actual, out of-pocket expenses from the
petition date, to be capped at $100,000.

                        About Southern Film

Southern Film Extruders, Inc., is the business of developing and
manufacturing specialized film used in packaging various products.
It has two plants in High Point, North Carolina.

On July 25, 2013, an involuntary Chapter 7 petition was filed
against Southern Film.  In response thereto, Southern Film filed a
Chapter 11 petition (Bankr. M.D.N.C. Case No. 13-11026) on Aug. 4,
2013.

The Debtor experienced severe cash flow issues as a result of the
loss of its largest customer prompted the bankruptcy filing.

John L. Barnes, Jr., signed the Chapter 11 petition as vice
president.  The Debtor disclosed $16,276,001 in assets and
$16,987,844 in liabilities as of the Chapter 11 filing.  Charles
M. Ivey, III, Esq., at Ivey, McClellan, Gatton, & Talcott, LLP,
represents the Debtor as counsel.


SOUTHERN FILM: Sept. 17 Hearing on Hendren & Malone as Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of North
Carolina will convene a hearing on Sept. 17, 2013, at 9:30 a.m.,
to consider the approval of employment of Jason L. Hendren, Esq.,
Rebecca F. Redwine, Esq., at Hendren & Malone, PLLC, as counsel
for the Official Committee of Unsecured Creditors in the Chapter
11 case of Southern Film Extruders, Inc.  Objections, if any, are
due Sept. 8.

The hourly rates of the firm's personnel are:

         Attorney                           Hourly Rate
         --------                           -----------
         Jason L. Hendren                      $350
         Rebecca F. Redwine                    $265

         Paralegal                          Hourly Rate
         ---------                          -----------
         Jenny Gorman                          $105
         Terri Womble                          $105
         Brandy Baul                            $90

To the best of the Committee's knowledge, Hendren Malone is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

On Aug. 13, the U.S. Trustee appointed these creditors in the
official committee of unsecured creditors in the Chapter 11 cases
of Southern Film Extruders, Inc.:

   * Westlake Polymers, LLC
   * ExxonMobil Chemical Co.
   * Bradco Transporation

                        About Southern Film

Southern Film Extruders, Inc., is the business of developing and
manufacturing specialized film used in packaging various products.
It has two plants in High Point, North Carolina.

On July 25, 2013, an involuntary Chapter 7 petition was filed
against Southern Film.  In response thereto, Southern Film filed a
Chapter 11 petition (Bankr. M.D.N.C. Case No. 13-11026) on Aug. 4,
2013.

The Debtor experienced severe cash flow issues as a result of the
loss of its largest customer prompted the bankruptcy filing.

John L. Barnes, Jr., signed the Chapter 11 petition as vice
president.  The Debtor disclosed $16,276,001 in assets and
$16,987,844 in liabilities as of the Chapter 11 filing.  Charles
M. Ivey, III, Esq., at Ivey, McClellan, Gatton, & Talcott, LLP,
represents the Debtor as counsel.


SPIRE CORP: Maturity of Silicon Valley Loan Extended to Oct. 29
---------------------------------------------------------------
Spire Corporation and Silicon Valley Bank entered into (i) the
Sixth Loan Modification Agreement amending certain terms of the
Second Amended and Restated Loan and Security Agreement dated as
of Nov. 16, 2009, and (ii) the Sixth Loan Modification Agreement
amending certain terms of the Amended and Restated Export-Import
Bank Loan and Security Agreement dated as of Nov. 16, 2009.
Pursuant to the terms of the Sixth Loan Modification Agreements,
the Company and the Bank agreed to extend the maturity date of the
Revolving Credit Facility and the Ex-Im Facility to Oct. 29, 2013.

                          About Spire Corp

Bedford, Massachusetts-based Spire Corporation currently develops,
manufactures and markets customized turn-key solutions for the
solar industry, including individual pieces of manufacturing
equipment and full turn-key lines for cell and module production
and testing.

McGladrey LLP, in Boston, Massachusetts, expressed substantial
doubt about Spire Corporation's ability to continue as a going
concern.  The independent auditors noted that during the year
ended Dec. 31, 2012, the Company incurred a loss from continuing
operations of $4.8 million and continuing operating cash flows
used $6.9 million in cash.  In addition, the independent auditors
noted that the Company's credit agreements are due to expire on
June 29, 2013.

The Company reported a net loss of $1.9 million on total net sales
and revenues of $22.1 million in 2012, compared with a net loss of
$1.5 million on total net sales of $58.7 million in 2011.

As of June 30, 2013, the Company had $13.46 million in total
assets, $10.15 million in total liabilities and $3.31 million in
total stockholders' equity.


SR REAL ESTATE: Seeks to Employ Foley Lardner as General Counsel
----------------------------------------------------------------
SR Real Estate Holdings, LLC, seeks authority from the U.S.
Bankruptcy Court for the Northern District of California
to employ Foley & Lardner LLP as its general bankruptcy counsel,
nunc pro tunc to the Petition Date.

The firm will be paid based on its customary hourly rates. The
rates for some of the attorneys and paraprofessionals expected to
be primarily involved in the case are:

   Attorney            E-mail                  Hourly Rate
   --------            ------                  -----------
  Victor A. Vilaplana  vavilaplana@foley.com   $700.00
  Dawn Messick         dmessick@foley.com      $510.00
  Jennifer Pinder      jpinder@foley.com       $495.00
  Matthew Riopelle     mriopelle@foley.com     $455.00
  Marshall Hogan       mhogan@foley.com        $335.00

  Paraprofessional                             Hourly Rate
  ----------------                             -----------
  Kerry Farrar                                 $225.00

The Firm will be reimbursed for its actual, necessary expenses
incurred.

Prior to the Petition Date, the Debtor provided the Firm a
$350,000 retainer for prepetition and postpetition bankruptcy
planning and advice.  At the time of the filing, after the
deduction of $32,500 in fees and the filing fee in the amount of
$1,213, the Firm had on deposit a retainer of $316,287.00

Mr. Vilaplana assures the Court that Foley & Lardner is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The Debtors' Proposed Counsel may be reached at:

   FOLEY & LARDNER LLP
   402 W. Broadway, Suite 2100
   San Diego, CA 92101-3542
   Telephone: 619-234-6655
   Facsimile: 619-234-3510

                     About SR Real Estate

SR Real Estate Holdings, LLC, owner of 14 parcels of real property
totaling 6,400 acres straddling Santa Cruz and Santa Clara
counties, filed a Chapter 11 petition (Bankr. N.D. Cal. Case No.
13-54471) in San Jose, California, on Aug. 20, 2013.  The Debtor
estimated that its assets total at least $10 million and
liabilities are at least $500 million.  Victor A. Vilaplana, Esq.,
at Foley and Lardner, serves as counsel to the Debtor.

This is the third bankruptcy filed with respect to the property.
The prior owner, Sargent Ranch, LLC, filed Chapter 11 cases in
January 2010 (Bankr. S.D. Cal. Case No. 10-00046-PB) and November
2011 (Bankr. S.D. Cal. Case No. 11-18853).  The second bankruptcy
case was dismissed in February 2012.


SR REAL ESTATE: Files Schedules of Assets and Liabilities
---------------------------------------------------------
SR Real Estate Holdings, LLC, filed with the U.S. Bankruptcy Court
for the Northern District of California its schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property            $15,000,000.00
  B. Personal Property             16,593.35
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                           $548,891,454.69
  E. Creditors Holding
     Unsecured Priority
     Claims                                                 0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                         16,484.00
                              --------------  ---------------
        TOTAL                 $15,016,593.35  $548,907,938.69


                       About SR Real Estate

SR Real Estate Holdings, LLC, owner of 14 parcels of real property
totaling 6,400 acres straddling Santa Cruz and Santa Clara
counties, filed a Chapter 11 petition (Bankr. N.D. Cal. Case No.
13-54471) in San Jose, California, on Aug. 20, 2013.  The Debtor
estimated that its assets total at least $10 million and
liabilities are at least $500 million.  Victor A. Vilaplana, Esq.,
at Foley and Lardner, serves as counsel to the Debtor.

This is the third bankruptcy filed with respect to the property.
The prior owner, Sargent Ranch, LLC, filed Chapter 11 cases in
January 2010 (Bankr. S.D. Cal. Case No. 10-00046-PB) and November
2011 (Bankr. S.D. Cal. Case No. 11-18853).  The second bankruptcy
case was dismissed in February 2012.


STANDARD DRILLING: Incurs $913K Net Loss in Second Quarter
----------------------------------------------------------
Standard Drilling, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $912,865 on $228,175 of net revenues for
three months ended June 30, 2013, compared with a net loss of
$630,802 on $71,641 of net revenues for the same period last year.

The Company reported a net loss of $2.04 million on $416,937 of
net revenues for the six months ended June 30, 2013, compared with
a net loss of $1.42 million on $94,676 of net revenues for the
comparable period of 2012.

"Our net loss increased to $912,865 from $630,802, for the three
month period ended June 30, 2013, compared to June 30, 2012, and
to $2,039,983 from $1,416,046 for the six month period ended
June 30, 2013, compared to June 30, 2012.  The significant
increase in operating loss and net loss compared to the prior year
period is primarily a result of increase in administrative costs
from the acquisition and addition of two new entities EQmentor and
MCC International and the additional costs involved in public
company compliance costs.

The Company's balance sheet at June 30, 2013, showed $4.24 million
in total assets, $3.92 million in total liabilities, and
stockholders' equity of $317,250.

"The Company has suffered losses from operations and has a working
capital deficit, which raises substantial doubt about its ability
to continue as a going concern."

A copy of the Form 10-Q is available at http://is.gd/C9WJlR

San Francisco, Calif.-based Standard Drilling, Inc., was
originally formed as a Nevada corporation on July 27, 2001, under
the name Online Holdings, Inc.  Subsequently, on Sept. 1, 2006,
pursuant to an Agreement and Plan of Merger dated July 24, 2006,
by and among our company, Standard Drilling Acquisition Co., a
Delaware corporation, and Standard Drilling, Inc., a Delaware
corporation ("Standard Drilling Delaware"), Standard Drilling
Acquisition was merged with and into Standard Drilling Delaware,
and Standard Drilling Delaware became the Company's wholly-owned
subsidiary.  As a result of the merger, the Company, which
previously had no material operations, acquired the business of
Standard Drilling Delaware.  In conjunction with the merger, the
Company changed its name to Standard Drilling, Inc.

On Feb. 1, 2013, the Company entered into an Acquisition and Share
Exchange Agreement by and among (i) Standard Drilling, (ii)
EFactor, and (iii) certain shareholders of EFactor, pursuant to
which 20 holders of approximately 70% of the outstanding common
stock of EFactor transferred to the Company 6,580,250 of the
common stock of EFactor in exchange for the issuance of 50,000,000
shares of the Company's common stock and 5,000,000 shares of a yet
to be created series of preferred stock to be entitled the "Series
A Convertible Preferred Stock".  This transaction closed on
Feb. 11, 2013.  EFactor was deemed to be the accounting acquirer
in this transaction and as a result this transaction was accounted
for as reverse merger.

EFactor was incorporated in the state of Delaware on Oct. 30,
2007, and provides full-featured social network for entrepreneurs.
EFactor provides a platform that enables access to a network of
contacts, registration for networking events, advisory consulting,
various business tools and a broad range of services and
information.


STOCKTON PUBLIC: Fitch Raises Revenue Bonds Ratings From 'BB+'
--------------------------------------------------------------
Fitch Ratings upgrades the following Stockton Public Financing
Authority, CA (the authority) obligations:

-- $55 million variable rate demand water revenue bonds, series
   2010A (Delta Water Supply Project) to 'BBB' from 'BB+';

-- $24.23 million 2005 water revenue bonds, series A (Water System
   Capital Improvement Projects) to 'BBB' from 'BB+';

-- $15.54 million water revenue bonds, series 2009A (Delta Water
   Supply Project) to 'BBB-' from 'BB+';

-- $154.55 million water revenue bonds, series 2009B (taxable
   Build America Bonds) (Delta Water Supply Project) to 'BBB-'
   from 'BB+'.

The series 2010A bonds will be converted to fixed rate from
variable rate with pricing expected on or around Sept. 24, 2013.
The bonds were originally issued to fund the Delta Water Supply
Project, which has been completed.

The bonds are removed from Rating Watch Negative and a Stable
Rating Outlook is assigned.

Security
The 2005 series A and series 2010A bonds are secured by
installment payments from the City of Stockton to the authority,
payable from a senior lien pledge of net revenues of the city's
water system (the system). The series 2009A and 2009B bonds are
secured by net system revenues after payment of senior lien
obligations. The authority has assigned its rights to receive
installment payments from the city to the trustee for the benefit
of bondholders.

Key Rating Drivers

Upgrade/Stable Outlook Reflect Lowered Risk: The upgrade and
Stable Outlook reflect the system's lower risk profile stemming
from the planned conversion of the 2010A bonds to fixed rate from
variable rate, which would eliminate risks associated with the
letter of credit (LOC). The system's debt profile will be entirely
fixed rate after the conversion.

Uncertainty Remains: Fitch remains concerned about potential event
risks that may arise during the city's bankruptcy period that
could negatively impact the financial health of the system or the
ability of the system to make full and timely payment to
bondholders. However, the general protection of water utility
revenues from bankruptcy discussions to date and Fitch's general
view of the special revenue status of pledged revenues tend to
mitigate these concerns.

Adequate Financial Profile: System financial performance appears
adequate for the current and forecast period assuming the upper
limit interest rate scenario for the converted bonds and no
additional rate increases beyond inflationary adjustments.

Elevated Leverage But Manageable Capital: The system maintains a
high debt burden coupled with an extended amortization schedule.
However, given the recent completion of the Delta Water Supply
Project (DWSP), capital needs are more limited going forward.

Weak Service Area: The agricultural based service area has been
significantly affected by weak economic and housing conditions.

Rating Sensitivities

Developments Affecting The System: Future actions by the city and
developing external pressures, including bankruptcy court rulings,
could adversely impact system operations and result in rapid and
significant credit deterioration.

Credit Profile
The system serves about 48,492 customers representing about 55% of
the Stockton MSA, with the California Water Services Company
serving most of the remainder. The customer base is 95%
residential, with the top 10 customers comprising just 3% of
revenues. With the completion of the DWSP in 2012, the system's
primary source of supply is the San Joaquin River, supplemented
with water purchased from the Stockton East Water District (SEWD)
and Woodbridge Irrigation District (WID), as well as groundwater
sources.

Interest Rate, Renewal, And Acceleration Risks Removed
The upgrade reflects the anticipated elimination of certain risks
as a result of the planned conversion of the series 2010A bonds to
fixed from variable rate. These risks include acceleration by the
LOC provider (Union Bank), elevated reset rates, renewal of the
letter of credit, and potential bank bonds associated with the
2010A bonds. The city council has set a not to exceed interest
rate of 6.75% for the conversion. Thus, if the market rate is
above that amount, the conversion will not occur as planned. In
that event, management has indicated it would accept an extension
of the LOC offered by Union Bank requiring $5 million principal
pay down. However, it is Fitch's view that the actions taken to
date will eventually result in a conversion to fixed rate. Union
Bank's offer to extend the LOC tends to support the city's ability
to ultimately convert the bonds without acceleration.

Remaining Risks Related to City Bankruptcy
The system is still exposed to other risks, including, but not
limited to, treatment of pledged revenues and allowable system
operating and maintenance expenses under a plan of adjustment to
be proposed by the city in fall of 2013. However, as noted, the
general protection of water utility revenues from bankruptcy
discussions to date and Fitch's general view of the special
revenue status of pledged revenues tend to mitigate these
concerns. The city's actions will continue to have some direct
bearing on the system's credit quality. Evidence or expectation of
deteriorating system performance or increased system exposure to
various risks would likely lead to deterioration of system credit
quality, and such downward rating action(s) may be acute and
rapid.

City General Fund Drives Bankruptcy
The city's general fund operations have faced severe financial
weakness in recent years as a result of escalating budgetary costs
coupled with deteriorating revenues stemming from a significant
economic downturn within the city. As a result, the city initiated
a neutral evaluation process with creditors in February 2012 for
the purpose of obtaining concessions that would allow the city to
balance its fiscal 2013 budget.

The confidential mediation process concluded on June 25, 2012, as
scheduled, without providing sufficient cost reductions to balance
the city's fiscal 2013 budget. As a result, the city council
passed various resolutions at its June 26, 2012, meeting which
included the adoption of a pendency plan (the plan), and on June
28, 2012, the city formally filed for Chapter 9 bankruptcy
protection. After a trial held in March 2013 to determine the
city's bankruptcy eligibility, the judge approved the city's
bankruptcy eligibility on April 1, 2013. The city expects to file
a plan of adjustment in fall 2013.

Water System Remains Solvent
Despite the city's general fund fiscal problems, the system
continues to perform largely as expected relative to projections
at the time of the issuance of the 2010A bonds. For fiscal 2011
total debt service coverage (DSC) on system bonds equaled 1.15x,
with the federal interest rate subsidy for related to the series
2009B Build America Bonds (BABs) treated as revenue as opposed to
an offset to debt service. For the same period, the system
maintained strong liquidity at 779 days cash while surplus net
revenues covered depreciation expenses by a reasonable 89%.

Unaudited fiscal 2012 results are largely as expected. For the
year total DSC rose to 1.5x when treating the BABs subsidy as
revenues and deducting capitalized interest from debt service
costs. The city also reports that unaudited cash balances were
little changed from fiscal 2011, with the system maintaining
around $36 million in unrestricted cash as well as slightly more
than $8 million in the system rate stabilization fund (RSF). Fitch
expects that the results of the fiscal 2012 audit for the water
fund to be released shortly will not be materially different from
unaudited results.

Fiscal 2013 financial results are also forecasted to remain
relatively favorable based on the plan adopted by the city council
which included implementation of a 10% rate increase - the final
year of a package that was approved by the city council in 2009.
Total DSC for fiscal 2013 as indicated in fiscal 2014 budget is
estimated at 1.2x. The utility utilized $2.5 million in rate
stabilization funds in fiscal 2013 versus expected $3.05 million
leaving a balance of $5.6 million at fiscal year-end.

Adequate Financial Performance In Forecast Period
The fiscal 2014 budget produces coverage of 1.14x assuming an 8.7%
cut in the federal BABs subsidy due to sequestration as well as
the use of $3.4 million in rate stabilization funds. Coverage
through fiscal 2020 assuming conversion of the bonds at a 6.75%
interest rate ranges from 1.08x to 1.3x and coverage less
connection fees, which are forecast at more recent actual levels
considered reasonable by Fitch, ranges from 1.02x to 1.2x.

The forecast assumes no additional rate increases given the
seemingly low political will and customer support for such hikes.
It also assumes draws on the rate stabilization fund of between
$1.8 million and $3.4 million per year, with annual replenishment.
As such, the rate stabilization fund year-end balance remains at
least $4.7 million through fiscal 2020 in the pro forma.

Overall cash levels are projected to decline from about $31
million, equal to about 500 days cash, in fiscal 2013 to $9.9
million, or about 128 days, in fiscal 2019.

Elevated Debt Profile But Manageable Capital Needs
The system's debt profile is weak as a result of borrowing for
historical growth-related projects as well as DWSP costs.
Financing of the DWSP increased the utilities leverage with debt
to net plant of 92%. Overall, debt per customer and debt per
capita are around 3x the national median. While improvement in the
system's capital structure is expected over time, debt levels will
continue to be a long-term concern as only 50% of principal
amortizes within 20 years.

Free cash to depreciation is currently sound at 156%, but expected
to decline due to increased debt service costs. However, the
utility has manageable capital needs, expecting to cash-fund
between $1.8 million and $5.4 million per year through fiscal
2018.

Water Supply Enhanced With Delta Project
The DWSP allows the district to pump and treat 33,600 acre-feet
(af) of water from the San Joaquin River. With the completion of
the DWSP, the district has been able to reduce its treated water
purchases from the Stockton East Water District to 17,500 af from
27,000 af under a take-or-pay contract. The DWSP's capacity of 30
million gallons per day (mgd) is sufficient through about 2025.
Further, the utility can double the capacity of the DWSP to 60 mgd
relatively easily and ultimately to 160 mgd with major investment.

Weak Service Area
The Stockton area was among the hardest hit in the recent
recession as evidenced by high unemployment rates and severe
declines in housing prices. Located in the most productive
agricultural region of the country, it has historically posted
elevated unemployment. However, June 2013 unemployment of 14.6%
was down from 18% year over year and much improved from the high
of 20.7% in 2010 due to strong employment growth. Median household
incomes remain below state and national averages. Large employers
include government, food production, and medical centers.
According to Zillow, Stockton housing prices are up 26.7% year
over year as of June 2013, but still down 60% from their peak in
2005.


STREAMTRACK INC: Cancels Potential $2.5-Mil. Royalty Liability
--------------------------------------------------------------
StreamTrack, Inc., has executed a settlement agreement with Lenco
Mobile, Inc., the former owner of the Company's proprietary
RadioloyaltyTM music streaming and internet radio monetization
platform.  The following is a summary of the key attributes of the
transaction.

   1. StreamTrack's liability to Lenco for any earn-out
      consideration associated with the assets the Company
      purchased from Lenco in December 2011 is cancelled in full.
      StreamTrack will write off the current full value of the
      contingent royalty payable of approximately $820,000.

   2. StreamTrack will waive its claim to collect on approximately
      $130,000 in accounts receivable owed from Lenco, of which an
      $80,000 reserve was previously recorded against.

   3. StreamTrack will transfer to Lenco certain assets included
      in the December 2011 transaction that have remained dormant
      and not utilized by the Company since December 2011.  The
      assets were previously recorded on StreamTrack's books with
      no value.

Michael Hill, chief executive officer of StreamTrack, stated, "The
settlement with Lenco removes a significant liability from our
balance sheet that could have ultimately totaled $2,500,000.  The
assets we relinquished have little value to our core business but
have particular value to Lenco.  We are pleased to move forward
with our business without the overhang of this large potential
royalty liability."

Santa Barbara, California-based SteamTrack, Inc., is a digital
media and technology services company.  The Company provides audio
and video streaming and advertising services through the
RadioLoyalty(TM) Platform to over a global group of over 1,500
internet and terrestrial radio stations and other broadcast
content providers.

The Company' balance sheet at May 31, 2013, showed $1.2 million in
total assets, $4 million in total liabilities, and a stockholders'
deficit of $2.8 million.


SUPERCONDUCTOR TECHNOLOGIES: Incurs $2.4MM Net Loss in 2nd Quarter
------------------------------------------------------------------
Superconductor Technologies Inc. filed its quarterly report on
Form 10-q, reporting a net loss of $2.44 million on $555,000 of
revenues for the three months ended June 29, 2013, compared with a
net loss of $3.42 million on $596,000 of revenues for the three
months ended June 30, 2012.

The Company reported a net loss of $4.84 million on $1.33 million
of revenues for the six months ended June 29, 2013, compared with
a net loss of $6.41 million on $995,000 of revenues for the nine
months ended June 30, 2012.

The Company's balance sheet at June 29, 2013, showed $9.46 million
in total assets, $1.77 million in total liabilities, and
stockholders' equity of $7.69 million.

"For the first six months of 2013, we incurred a net loss of
$4.8 million and had negative cash flows from operations of
$3.8 million.  In the full 2012 year, we incurred a net loss of
$10.9 million and had negative cash flows from operations of
$8.2 million.  Our independent registered public accounting firm
has included in their audit reports for 2012 and 2011 an
explanatory paragraph expressing substantial doubt about our
ability to continue as a going concern.

"At June 29, 2013, we had $1.6 million in cash and cash
equivalents.  At that time, our cash resources were not sufficient
to fund our planned operations for the next twelve months.
Subsequently, in an underwritten public offering in early
August 2013, we raised net proceeds of $10.9 million from the sale
of units of common stock and warrants, and now expect our cash
resources to be sufficient to fund our planned operations through
June 2014."

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

Austin, Tex.-based Superconductor Technologies Inc. (Nasdaq: SCON)
operates in a single business segment, the research, development,
manufacture and marketing of high performance products used in
cellular base stations to maximize the performance of wireless
telecommunications networks by improving the quality of uplink
signals from mobile wireless devices.

                           *     *     *

As reported in the TCR on March 15, 2013, Marcum LLP, in Los
Angeles, California, in its report on Superconductor Technologies,
Inc.'s consolidated financial statements for the fiscal year ended
Dec. 31, 2012, cited that the Company has incurred significant net
losses since its inception, has an accumulated deficit of
$261,944,000, and expects to incur substantial additional losses
and costs to sustain operations.


SURGICAL CARE: Moody's Keeps B2 CFR over New Public Equity Offer
----------------------------------------------------------------
Moody's Investors Service said that Surgical Care Affiliates,
LLC's filing of a Form S-1 with the SEC on September 5, 2013
indicating the company's intentions of making a public equity
offering, is a credit positive.

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

Surgical Care Affiliates is headquartered in Birmingham, Alabama,
operates one of the largest networks of surgical facilities in the
US, comprised of 144 ambulatory surgery centers (ASCs) and four
surgical hospitals at December 31, 2012.

On April 29, 2013, Moody's assigned a B1 rating to Surgical Care's
proposed $291 million senior secured term loan B add-on due 2018.
In addition, Moody's lowered the ratings on its exiting senior
secured credit facilities to B1 from Ba3. Furthermore, the
Corporate Family Rating at B2, the Probability of Default Rating
at B2-PD and the Speculative Grade Liquidity Rating at SGL-2 were
affirmed.


T3 MOTION: Adam Benowitz Held 11.2% Equity Stake at Aug. 16
-----------------------------------------------------------
Adam Benowitz and his affiliates disclosed in an amended Schedule
13D filing with the U.S. Securities and Exchange Commission that
as of Aug. 16, 2013, they beneficially owned 2,613,641 shares of
common stock of T3 Motion, Inc., representing 11.2 percent of the
shares outstanding.

Mr. Benowitz reported beneficial ownership of 5,147,707 shares of
common stock of T3 Motion representing 31.3 percent of the shares
outstanding as of May 29, 2013.

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

                         http://is.gd/9nnwii

                           About T3 Motion

Costa Mesa, Calif.-based T3 Motion, Inc., develops and
manufactures T3 Series vehicles, which are electric three-wheel
stand-up vehicles that are directly targeted to the public safety
and private security markets.

T3 Motion reported a net loss of $21.52 million on $4.51 million
of net revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $5.50 million on $5.29 million of net revenues
during the prior year.  The Company's balance sheet at March 31,
2013, showed $3.07 million in total assets, $19.63 million in
total liabilities, all current, and a $16.55 million total
stockholders' deficit.

"The Company has incurred significant operating losses and has
used substantial amounts of working capital in its operations
since its inception (March 16, 2006).  Further, at March 31, 2013,
the Company had an accumulated deficit of $(76,980,775) and used
cash in operations of $(1,614,252) for the three months ended
March 31, 2013.  These factors raise substantial doubt about the
Company's ability to continue as a going concern for a reasonable
period of time," according to the Company's Form 10-Q for the
period ended March 31, 2013.


TELIK INC: Incurs $1.4-Mil. Net Loss in Second Quarter
------------------------------------------------------
Telik, Inc., filed its quarterly report on Form 10-Q, reporting a
net loss of $1.39 million for the three months ended June 30,
2013, compared with a net loss of $2.05 million for the same
period last year.

The Company reported a net loss of $3.32 million for the six
months ended June 30, 2013, compared with a net loss of
$4.33 million for the corresponding period in 2012.

"To date, we have not obtained regulatory approval for the
commercial sale of any products, and we have not received any
revenue from the commercial sale of products."

The Company's balance sheet at June 30, 2013, showed $4.78 million
in total assets, $1.25 million in total current liabilities, and
stockholders' equity of $3.53 million.

"We have incurred significant losses from operations and expect to
continue to incur losses for the foreseeable future.  In the event
we are unable to obtain sufficient additional funding in the next
quarter to enable us to commence a Phase 3 registration trial of
TELINTRA, we will be required to focus on other strategic
alternatives including the further restructuring of our operations
to conserve resources, the sale of company assets, in whole or in
part, ceasing operations, or some other arrangement through which
the value of our assets to stockholders could be optimized.  These
conditions raise a substantial doubt about our ability to continue
as a going concern."

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

Palo Alto, Calif.-based Telik, Inc. (Nasdaq: TELK) is a clinical
stage drug development company focused on discovering and
developing small molecule drugs to treat cancer.  The Company's
most advanced drug candidate is Telintra(R), a modified
glutathione analog intended for the treatment of hematologic
disorders including myelodysplastic syndrome; followed by
Telcyta(R), a cancer activated prodrug for the treatment of a
variety of cancers.  Telik's product candidates were discovered
using its proprietary drug discovery technology, TRAP(R), which
enables the rapid and efficient discovery of small molecule drug
candidates.


TITAN PHARMACEUTICALS: Wants to Discuss Probuphine with FDA
-----------------------------------------------------------
Titan Pharmaceuticals, Inc., has submitted a Type B meeting
request to the U.S. Food and Drug Administration (FDA) to discuss
Probuphine(R), the Company's investigational subdermal implant
designed to deliver continuous, blood levels of buprenorphine for
six months following a single treatment.

The goal of this meeting is to understand more fully the issues
raised in the April 2013 Complete Response Letter (CRL) to the New
Drug Application (NDA) for Probuphine for the maintenance
treatment of opioid dependence in adults, review and discuss the
available data from the Probuphine studies conducted to date and
gain further clarity regarding the regulatory path forward for
Probuphine.  In accordance with FDA guidance that establishes
performance goals for meeting requests, Titan expects to learn
within 21 days whether the meeting request will be granted and, if
the meeting is granted, expects to have a meeting scheduled within
60 days.

Titan and its partner, Braeburn Pharmaceuticals, which has
licensed the exclusive rights to commercialize Probuphine in the
U.S. and Canada, continue to work closely with regulatory counsel
and a team of expert advisors to systematically evaluate the
options available to address the concerns identified by the FDA in
the CRL.

                    About Titan Pharmaceuticals

South San Francisco, California-based Titan Pharmaceuticals is a
biopharmaceutical company developing proprietary therapeutics
primarily for the treatment of central nervous system disorders.

The Company's balance sheet at March 31, 2013, the Company's
balance sheet showed $23.53 million in total assets, $26.58
million in total liabilities and a $3.04 million total
stockholders' deficit.

Titan Pharmaceuticals incurred a net loss applicable to common
stockholders of $15.18 million in 2012, as compared with a net
loss applicable to common stockholders of $15.20 million in 2011.


TLO LLC: Seeks Further Extension of Exclusive Periods
-----------------------------------------------------
TLO, LLC, asks the U.S. Bankruptcy Court for the Southern District
of Florida, West Palm Beach Division, to further extend the time
within which only the Debtor may file a plan to Nov. 5, 2013, and
the time within which only the Debtor may solicit acceptances of
that plan to Jan. 3, 2014.

The Claims Bar Date expired on Sept. 3, and the Debtor will need
to file objections to some of the filed claims.  Additional time
is needed so that claims can be reviewed, analyzed and evaluated
and a plan of reorganization formulated, Alvin S. Goldstein, Esq.,
at FURR AND COHEN, P.A., in Boca Raton, Florida, tells the Court.

                           About TLO LLC

TLO LLC, a provider of risk-mitigation services, filed a petition
for Chapter 11 reorganization (Bankr. S.D. Fla. Case No.
13-bk20853) on May 9, 2013, in West Palm Beach, Florida, near the
company's headquarters in Boca Raton.  The petition was signed by
E. Desiree Asher as CEO.

Judge Paul G. Hyman, Jr., presides over the case.  Robert C. Furr,
Esq., and Alvin S. Goldstein, Esq., at Furr & Cohen, serve as the
Debtor's counsel.  Bayshore Partners, LLC is the Debtor's
investment banker.  Thomas Santoro and GlassRatner Advisory &
Capital Group, LLC are the Debtor's financial advisors.

Paul J. Battista, Esq., and Mariaelena Gayo-Guitian, Esq., at
Genovese, Joblove & Battista, P.A., represent the Official
Committee of Unsecured Creditors as counsel.

The Debtor disclosed assets of $46.6 million and liabilities of
$109.9 million, including $93.4 million in secured claims.  The
principal lender is Technology Investors Inc., owed $89 million.
TII is owned by the estate of Hank Asher, the company's primary
owner who died this year.  There is $4.6 million secured by
computer equipment.


TNI BIOTECH: Incurs $24.7-Mil. Net Loss in Second Quarter
---------------------------------------------------------
TNI BioTech, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $24.68 million for the three months ended
June 30, 2013, compared with a net loss of $17,115 for the same
period last year.

The Company reported a net loss of $39.37 million for the six
months ended June 30, 2013, compared with a net loss of $28,068
for the corresponding period of 2012.

"We had no revenues from operations for the period ending June 30,
2013, and for the years ended Dec. 31, 2012, and 2011.  We do not
anticipate having any significant future revenues until we have
sufficiently funded operations."

The Company's balance sheet at June 30, 2013, showed
$20.26 million in total assets, $2.34 million in total
liabilities, and stockholders' equity of $17.92 million.

"The Company has incurred significant net losses since inception
and has relied on its ability to fund its operations through
private equity financings.  Management expects operating losses
and negative cash flows to continue at more significant levels in
the future.  As the Company continues to incur losses, transition
to profitability is dependent upon the successful development,
approval, and commercialization of its product candidate and
achieving a level of revenues adequate to support the Company's
cost structure.  The Company may never achieve profitability, and
unless and until it does, the Company will continue to need to
raise additional cash.  Management intends to fund future
operations through additional private or public debt or equity
offerings, and may seek additional capital through arrangements
with strategic partners or from other sources.  Based on the
Company's operating plan, existing working capital at June 30,
2013, was not sufficient to meet the cash requirements to fund
planned operations through June 30, 2014, without additional
sources of cash.  These conditions raise substantial doubt about
the Company's ability to continue as a going concern."

A copy of the Form 10-Q is available at http://is.gd/AJ8lGT

TNI BioTech, Inc., was initially incorporated in Florida on
Dec. 2, 1993, as Resorts Club International, Inc.  It was formed
to manage and market golf course properties in resort markets
throughout the United States. Galliano International Ltd.
("Galliano") was incorporated in Delaware on June 27, 1998.  The
Company began trading in November 1999 through the filing of a
15C-211.  On Nov. 3, 2004, Galliano merged with Resorts Club
International, Inc.  Resorts Club was the surviving corporation.
On Aug. 10, 2010, Resorts Club changed its name to pH
Environmental Inc.  On April 23, 2012, pH Environmental completed
a name change to TNI BioTech, Inc., and on April 24, 2012, pH
Environmental executed a share exchange agreement for the
acquisition of all of the outstanding shares of TNI BioTech, Inc.

TNI BioTech is a biopharmaceutical company focused on developing
and commercializing therapeutics to treat cancer, HIV/AIDS and
autoimmune diseases by combating these chronic and often life-
threatening diseases through the activation and rebalancing of the
body's immune system.  The Company has been developing active and
adoptive forms of immunotherapies through the acquisition of
patents, INDs (investigational new drug) and clinical data and all
proprietary technical information, know-how, procedures,
protocols, methods, prototypes, designs, data and reports, which
are not readily available to others through public means, and
which are owned, generated or developed through experiments or
testing by Dr. Plotnikoff, Professor Shan, Dr. Bernard Bihari, Dr.
Ian Zagon, Dr. Jill Smith, Dr. Patricia J. McLaughlin and Moshe
Rogosnitzky.  The Company currently has offices in Bethesda,
Maryland and Orlando, Florida.


TRIAD GUARANTY: Ill. Regulator Slams Bid to Rush $780MM Tax Fight
-----------------------------------------------------------------
Law360 reported that the state regulator holding subsidiaries of
bankrupt mortgage insurance holding company Triad Guaranty Inc. in
rehabilitation blasted on Sept. 5 the debtor's request to fast-
track a fight over about $780 million in tax assets, arguing the
proposed timetable is too truncated and would "short-circuit"
federal statutory protections.

According to the report, Andrew Boron, director of the Illinois
Department of Insurance, objected in filing in the U.S. Bankruptcy
Court for the District of Delaware to the scheduling proposal.

                      About Triad Guaranty

Winston-Salem, N.C-based Triad Guaranty Inc. (OTC BB: TGIC)
-- http://www.triadguaranty.com/-- is a holding company that
historically provided private mortgage insurance coverage in the
United States through its wholly-owned subsidiary, Triad Guaranty
Insurance Corporation.  TGIC is a nationwide mortgage insurer
pursuing a run-off of its existing in-force book of business.

In December 2012, the Company's mortgage insurer subsidiary, Triad
Guaranty Insurance Corporation, was placed into rehabilitation,
whereby the Illinois Department of Insurance was vested with
possession and control over all of TGIC's assets and operations.

On May 30, 2013, the magistrate judge for the U.S. District Court
of the Middle District of North Carolina issued an order denying
the Company's motion to dismiss a class action lawsuit against the
company and two of its former officers. Shareholders filed the
class action suit in 2009, claiming the company misled investors
about poor financial results caused by improper underwriting
procedures.

Triad Guaranty Inc. filed a Chapter 11 petition (Bankr. D. Del.
Case No. 13-11452) on June 3, 2013.  The Company estimated assets
of at least $100 million and liabilities of less than $50,000.
Attorneys at Womble Carlyle Sandridge & Rice, LLP, serve as
counsel to the Debtor.

The Debtor said in court filings that it has no significant
operating activities, and has limited remaining cash and other
assets on hand.  The Debtor has been exploring various strategic
alternatives, and will continue to do so from and after the
Petition Date.

The Debtor said that expenses primarily consist of legal fees,
fees paid to its board, annual premiums for directors' and
officers' liability insurance and general operating expenses.  The
expenses range from $100,000 to $500,000 per quarter.  Unless the
expenses are reduced, the Debtor expects to deplete all of its
remaining cash by the end of 2013 or earlier.


TRIUS THERAPEUTICS: Three Merger-Related Suits Consolidated
-----------------------------------------------------------
The Court of Chancery of the State of Delaware, on Sept. 4, 2013,
granted the requested consolidation of three actions as well
as the appointment of co-lead counsel.  In the lawsuits, the
plaintiffs alleged that Trius Therapeutics and Cubist
Pharmaceuticals, Inc., breached their fiduciary duties in
connection with their proposed merger agreement.

The plaintiffs filed a motion to consolidate the three actions
(Beidler v. Stein, et al., Weeks v. TriusTherapeutics, Inc., et
al., and Shifrin v. Stein, et al.) filed in the Court of Chancery
of the State of Delaware between Aug. 9, 2013, and Aug. 14, 2013.
Those actions were filed, respectively, by plaintiff David
Beidler; plaintiffs John K. Weeks, Jr. and Lynn Weeks; and
plaintiffs Norman Shifrin and Irmgard Kaufhold.  Those stockholder
plaintiffs also moved to have the law firms of Levi & Korsinsky,
LLP; Pomerantz Grossman Hufford Dahlstrom & Gross LLP; and
Rigrodsky & Long, P.A. appointed as co-lead counsel for the
proposed class of Trius stockholders.

As reported in the TCR on Aug. 7, 2013, Cubist and its wholly-
owned subsidiary, BRGO Corporation, entered into an Agreement and
Plan of Merger with Trius which was approved by the boards of
directors of the companies.  Pursuant to the Merger Agreement,
BRGO will commence a tender offer to purchase all of the issued
and outstanding shares of Trius common stock for (a) $13.50 per
share in cash, plus (b) one non-transferrable contingent value
right for each share of Trius common stock, which represents the
contractual right to receive up to $2.00 per share upon the
achievement of certain milestones.  If successful, the Offer will
be followed by a merger of BRGO with and into Trius.

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

                        http://is.gd/c3W6rV

                      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.

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.


VISUALANT INC: Issues 52.3 Million Series A Shares
--------------------------------------------------
On June 10, 2013, Visualant entered into a Purchase Agreement,
Warrants, Registration Rights Agreement and Voting Agreement with
accredited investors.  As part of the transaction which closed
June 14, 2013, the Company issued to the investors Series A
Warrants for 52,300,00 common shares at $0.15 per share and Series
B Warrants for 52,300,000 common shares at $0.20 per share.  If
fully exercised, the warrants would provide the following
liquidity (before fees) to fund the Company's operations:

Series A Warrants - up to $7,845,000 and
Series B Warrants - up to $10,460,000.

Expiration of Ascendiant Line of Credit Transaction

The Company entered into an equity line of credit or an "equity
drawdown facility" with Ascendiant on June 17, 2011.  Under the
equity line of credit, the Company issued a total of 6,358,933
shares of common stock to Ascendiant for $483,141 or $.076 per
share.  This equity line of credit expired on Aug. 29, 2013.

Legal Proceedings with Ascendiant

On May 31, 2013, the Company exercised its option to purchase
4,000,000 Option Shares from Ascendiant and paid to Ascendiant the
$300,000 purchase price.  To date, Ascendiant has delivered only
2,284,525 of the 4,000,000 Option Shares purchased by the Company
and has failed to deliver the remaining 1,715,475 Option Shares.
On June 17, 2013, the Company filed a complaint against Ascendiant
in the Orange County Superior Court of California (Case No. 30-
2013-00656770-CU-BC-CJC) for breach of contract, seeking damages,
specific performance and injunctive relief.  The matter is
currently scheduled for hearing by the California Superior Court
on Sept. 24, 2013.

Voting Agreement

Visualant, Inc., entered into a Purchase Agreement, Warrants,
Registration Rights Agreement and Voting Agreement with accredited
investors on June 10, 2013.

In connection with and as a condition to the closing of the
Transaction, the Investors obtained voting agreements from
existing stockholders holding an aggregate of 38,359,633 shares of
the Company's common stock.  The voting agreements required those
stockholders to vote their shares in favor of an increase in the
number of the Company's authorized shares of common stock from
200,000,000 to 500,000,000 at the upcoming special meeting of
stockholders.  At the special meeting of stockholders held on
Aug. 9, 2013, 69.9 percent of the Company's stockholders approved
an increase in the number of authorized shares of common stock
from 200,000,000 to 500,000,000 and authorized an amendment to the
Company's articles of incorporation to reflect this change in
share authorization.  The voting agreements obtained by the
Investors were not utilized at the special stockholders meeting
since there were a sufficient number of stockholders present at
the meeting, either in person or by proxy, who voted in favor of
the increase in the Company's authorized shares of common stock.

                        About Visualant Inc.

Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on Oct. 8, 1998.  The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.

Visualant incurred a net loss of $2.72 million for the year
ended Sept. 30, 2012, compared with a net loss of $2.39 million
for the same period during the prior year.  The Company's balance
sheet at June 30, 2013, showed $5.59 million in total assets,
$7.32 million in total liabilities, $46,609 in noncontrolling
interest and a $1.78 million total stockholders' deficit.

PMB Helin Donovan, LLP, in Nov. 10, 2012, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012.  The independent auditors noted that
the Company has sustained a net loss from operations and has an
accumulated deficit since inception which raise substantial doubt
about the Company's ability to continue as a going concern.


WALTER ENERGY: S&P Lowers Corporate Credit Rating to 'B-'
---------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Birmingham, Ala.-based Walter Energy Inc. to 'B-'
from 'B'.  S&P also lowered the ratings on the existing senior
secured debt to 'B' from 'B+' and the senior unsecured debt to
'CCC+' from 'B-'.  S&P also removed all the ratings from
CreditWatch, where they were placed with negative implications on
June 20, 2013.  The recovery rating on the secured facilities is
'2', indicating S&P's expectation of substantial recovery in the
event of a payment default.  The recovery rating on the unsecured
notes is '5', indicating a modest (10% to 30%) recovery in the
event of a payment default.

The downgrade and negative outlook reflects S&P's expectation that
Walter Energy's leverage will be more than 10x in 2013 and is
likely to remain well above 5x in 2014, with funds from operations
(FFO) to total debt remaining less than 10% in both years, as the
company continues to face low met coal prices.  Prices have fallen
significantly and have remained low in the wake of lower demand in
Europe, slowing economic activity in China, and lack of operating
disruptions among competitors (particularly in Australia, where
floods in 2011 caused prices to spike).  S&P currently do not
expect significant improvement in the next 12 months as global
economic activity remains sluggish and excess capacity has been
slow to come off line.  As a result, S&P expects that Walter's
EBITDA will be about $200 million in 2013 and less than
$400 million in 2015, resulting in very weak credit measures that
are consistent with a "highly leveraged" financial risk profile.

"The negative outlook reflects our view that market conditions
will remain challenging during the next 12 months and that Walter
Energy's leverage is likely to remain well above 5x and FFO to
total debt less than 10% through 2014," said Standard & Poor's
credit analyst Marie Shmuruk.

S&P could lower its rating further if market conditions do not
improve and prices remain low, causing the company to face
liquidity issues, including the inability to repay or refinance
its 2015 maturities.

S&P could revise the outlook to stable if market conditions
improve and the company is able to successfully refinance its term
loan A and leverage begins to trend toward 5x and FFO to total
debt above 10%.


WALTER ENERGY: Bank Debt Trades at 5% Off
-----------------------------------------
Participations in a syndicated loan under which Walter Energy Inc
is a borrower traded in the secondary market at 94.46 cents-on-
the-dollar during the week ended Friday, September 6, 2013
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  This represents an increase
of 0.72 percentage points from the previous week, The Journal
relates.  Walter Energy pays 575 basis points above LIBOR to
borrow under the facility.  The bank loan matures on March 14,
2018.  The bank debt carries Moody's B2 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.

Walter Energy, Inc., headquartered in Birmingham, Alabama, is
primarily a metallurgical coal producer which also produces
metallurgical coke, steam and industrial coal, and natural gas.
The company acquired met coal producer Western Coal Corporation in
April 2011.

                           *     *     *

As reported in the Troubled Company Reporter on July 26, 2013,
Moody's Investors Service downgraded Walter Energy Inc.'s long-
term ratings, including the Corporate Family Rating to Caa1 from
B2, and affirmed the short-term liquidity rating at SGL-4. The
downgrade was prompted by continued deterioration in market
fundamentals for metallurgical coal, increasing evidence that the
market will remain oversupplied for at least several quarters, and
potential liquidity concerns in such a scenario.


WATERSTONE AT PANAMA: Needs Extension of Cash Collateral Use
------------------------------------------------------------
Waterstone at Panama City Apartments, LLC, asks the U.S.
Bankruptcy Court for the District of Nebraska to further extend
the order authorizing the Debtor to use the cash collateral
securing its prepetition indebtedness to Lenox Mortgage XVIII,
LLC.

The Debtor is represented by Frederick D. Stehlik, Esq., and
William L. Biggs, Esq., at GROSS & WELCH, P.C., L.L.O., in Omaha,
Nebraska.

Omaha, Nebraska-based Waterstone at Panama City Apartments, LLC,
filed for Chapter 11 protection (Bankr. D. Neb. Case No. 13-80751)
on April 9, 2013.  Bankruptcy Judge Timothy J. Mahoney presides
over the case.  William L. Biggs, Jr., Esq., at Gross & Welch,
P.C., L.L.O., represents the Debtor in its restructuring efforts.
The Debtor disclosed $26,159,064 in assets and $26,120,989 in
liabilities as of the Chapter 11 filing.  The petition was signed
by Edward E. Wilczewski, manager.


WAVE SYSTEMS: Amends $20 Million Securities Prospectus
------------------------------------------------------
Wave Systems Corp. has amended its registration statement relating
to the public offering of up to $20,000,000 worth of class A
common stock, preferred stock, warrants and units.

The Company's Class A common stock is traded on the Nasdaq Capital
Market under the symbol "WAVX."

As of Aug. 30, 2013, the aggregate market value of the Company's
outstanding Class A common stock held by non-affiliates, or the
public float, was approximately $43.2 million, which was
calculated based on 31,538,367 shares of outstanding Class A
common stock held by non-affiliates and on a price per share of
$1.37, the closing price of the Company's Class A common stock on
the Nasdaq Capital Market on Aug. 30, 2013.

A copy of the Amended Form S-3 is available for free at:

                         http://is.gd/yMXQhs

                          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.

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.

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.


WEST BROMWICH: Avoids Yo-Yo Bankruptcy Curse With Solid Finances
----------------------------------------------------------------
Ravi Ubha, writing for Daily Bankruptcy Review, reported that West
Bromwich Albion used to be a yo-yo club, a team that bounced up
and down between the top two tiers of English soccer. It would
fight for promotion glory one season and then for its Premier
League life the next.

But after sinking from the top-flight three times in the last
decade, the club is beginning to forget what relegation worries
are like, the report said.  Last season, the modest club from the
Birmingham area in central England recorded its best season in the
top flight in more than 30 years, finishing eighth with its
highest ever Premier League points tally.


WESTERN FUNDING: Vegas Auto Loan-Maker Files for Bankr. Protection
------------------------------------------------------------------
Katy Stech, writing for DBR Small Cap, reported that Las Vegas
car-loan maker Western Funding Inc., whose customers usually have
less-than-perfect credit, has filed for bankruptcy protection
after its own lender said the company broke borrowing promises
made last year.


WESTINGHOUSE SOLAR: Inks $200,000 Securities Purchase Pact
----------------------------------------------------------
Westinghouse Solar, Inc., on Aug. 30,2013, entered into a
securities purchase agreement with certain institutional
accredited investors relating to the sale and issuance of a
convertible note in the principal amount of $200,000 that matures
Aug. 29, 2015.  The Convertible Note bears interest at the rate of
8 percent per annum compounded annually, is payable at maturity
and the principal and interest outstanding under the Convertible
Note are convertible into shares of the common stock of the
Company, at any time after issuance, at the option of the
Purchaser, at a conversion price equal to $.02, subject to
adjustment upon the happening of certain events, including stock
dividends, stock splits and the issuance of Common Stock
Equivalents at a price below the conversion price.  Subject to the
Company fulfilling certain conditions, including beneficial
ownership limits, the Convertible Note is subject to a mandatory
conversion if the closing price of the Company's common stock for
any 20 consecutive days commencing six months after the issue date
of the Convertible Note equals or exceeds $0.04.  Unless waived in
writing by the Purchaser, no conversion of the Note can be
effected to the extent that as a result of that conversion the
Purchaser would beneficially own more than 9.99 percent in the
aggregate of the Company's issued and outstanding common stock
immediately after giving effect to the issuance of common stock
upon conversion.

The Company has the option of repaying the outstanding principal
amount of the Convertible Note, in whole or in part, by paying the
Purchaser a sum of money equal to one 120 percent of the principal
together with accrued but unpaid interest upon 30 days notice,
subject to certain beneficial ownership limits.

For so long as the Company has any obligation under the
Convertible Note, the Company agreed to certain restrictions
regarding, among other things, incurrence of additional debt,
liens, amendments to charter documents, repurchase of stock,
payment of cash dividends, affiliated transactions.  The Company
is also prohibited from entering into certain variable priced
agreements until the Convertible Note is repaid in full.

For a period of two years after the initial issuance of the
Convertible Note, the Purchase Agreement also provides the
Purchaser a right to participate in any future debt and equity
offerings of Company securities.  The Purchaser also has a
piggyback registration right.

The Convertible Note contains events of default which, if
triggered, will result in the requirement to pay a default amount
(up to 24 percent) as specified in the Convertible Note.

In connection with the issuance of the Convertible Note, the
Purchaser agreed to surrender to the Company for cancellation 200
shares of Series D Convertible Preferred Stock owned by it.

As a result of the sale of the Convertible Note, pursuant to the
terms of the outstanding Series B Convertible Preferred Stock,
Series C Convertible Preferred Stock, and Series D Preferred, the
conversion price of each of the Series B Preferred, Series C
Preferred and Series D Preferred will be reduced from $0.03, $0.03
and $0.10 per share of common stock, respectively, to become $0.02
per share of common stock.  There are currently 912, 147 and 930
shares of Series B Preferred, Series C Preferred and Series D
Preferred, respectively that remain outstanding (after taking into
account the surrender of 200 shares of Series D Preferred).  After
adjustment to the conversion price as a result of the sale of the
Convertible Note, the outstanding Series B Preferred, Series C
Preferred and Series D Preferred would be convertible into
41,020,149, 7,333,350 and 46,500,000 shares of common stock,
respectively.

                          About Westinghouse

Campbell, Cal.-based Westinghouse Solar, Inc., is a designer and
manufacturer of solar power systems and solar panels with
integrated microinverters.  The Company designs, markets and sells
these solar power systems to solar installers, trade workers and
do-it-yourself customers in the United States and Canada through
distribution partnerships, the Company's dealer network and retail
outlets.

Burr Pilger Mayer, Inc., in San Francisco, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012, citing significant
operating losses and negative cash flow from operations that raise
substantial doubt about its ability to continue as a going
concern.

Westinghouse Solar disclosed a net loss of $8.62 million on
$5.22 million of net revenue in 2012, as compared with a net loss
of $4.63 million on $11.42 million of net revenue in 2011.

As of June 30, 2013, the Company had $3.04 million in total
assets, $5.30 million in total liabilities, $247,761 in series C
convertible redeemable preferred stock, $545,000 in series D
convertible redeemable preferred stock, and a $3.05 million total
stockholders' deficit.


WIRELESS RONIN: Incurs $76,000 Net Loss in Second Quarter
---------------------------------------------------------
Wireless Ronin Technologies, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $76,000 on $2.63 million of
sales for the three months ended June 30, 2013, compared with a
net loss of $1.21 million on $1.56 million of sales for the same
period last year.

The Company reported a net loss of $1.49 million on $4.03 million
of sales for the six months ended June 30, 2013, compared with a
net loss of $3.04 million on $3.33 million of sales for the
comparable period in 2012.

The Company's balance sheet at June 30, 2013, showed $4.27 million
in total assets, $1.86 million in total liabilities, and
stockholders' equity of $2.41 million.

"Due to losses suffered from operations, in its report attached to
our financial statements for the year ended Dec. 31, 2012, our
independent registered public accounting firm expressed
substantial doubt about our ability to continue as a going
concern.  Even with the savings we expect to achieve from the
restructuring initiated on July 29, 2013, we do not currently have
sufficient capital resources to fund our operations beyond
Dec. 31, 2013.  We continue to experience operating losses."

The Company's balance sheet at June 30, 2013, showed $4.27 million
in total assets, $1.86 million in total current liabilities, and
shareholders' equity of $2.41 million.

A copy of the Form 10-Q is available at http://is.gd/nH1DpY

Minnetonka, Minn.-based Wireless Ronin Technologies, Inc. (OTC QB:
RNIN), provides marketing technology solutions, which include
digital signage, interactive kiosks, mobile messaging, social
networking and web development solutions, to customers who use the
Company's products and services in certain retail and service
markets.


WORLDCOM INC: USTelecom Asks 2nd Circ. to Rehear Tax Row
--------------------------------------------------------
Law360 reported that the United States Telecom Association on
Sept. 5 filed a brief with the Second Circuit supporting WorldCom
Inc.'s petition for a rehearing of the appellate court's decision
that WorldCom is liable for millions in excise taxes on its dial-
up Internet systems, saying the ruling could lead to confusion
about the applicability of the excise tax.

According to the report, in an amicus curiae brief, USTelecom said
a Second Circuit panel's ruling that WorldCom's systems for dial-
up Internet services constituted a local telephone service and
thus were taxable under the relevant federal laws.

The case is INTERNAL REVENUE SERVICE, Appellant, v. WORLDCOM,
INC., Debtor-Appellee, Docket No. 12-803 (2nd Cir.).

WorldCom, Inc., a Clinton, Mississippi-based global communications
company, filed for chapter 11 protection (Bankr. S.D.N.Y. Case No.
02-13532) on July 21, 2002.  On March 31, 2002, WorldCom disclosed
$103,803,000,000 in assets and $45,897,000,000 in debts.  The
Debtors were represented by Weil, Gotshal & Manges LLP.  The
Bankruptcy Court confirmed WorldCom's Plan on Oct. 31, 2003, and
on April 20, 2004, the Company formally emerged from Chapter 11
protection as MCI, Inc.  On Jan. 6, 2006, MCI merged with Verizon
Communications, Inc.  MCI is now known as Verizon Business, a unit
of Verizon Communications.


YSC INC: Section 341(a) Meeting Set on October 8
------------------------------------------------
A meeting of creditors in the bankruptcy case of YSC Inc. will be
held on Oct. 8, 2013, at 1:00 p.m. at US Courthouse, Room 4107.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

YSC Inc. filed a Chapter 11 petition (Bankr. W.D. Wash. Case No.
13-17946) on Aug. 30, 2013.  The petition was signed by Sang K.
Yim as president.  The Debtor disclosed assets of $17.8 million
and liabilities of liabilities of $18.5 million.  Jeffrey B.
Wells, Esq., at WELLS AND JARVIS, P.S., represents the Debtor as
counsel.  Judge Marc Barreca presides over the case.


ZHONE TECHNOLOGIES: Reports $1.1-Mil. Net Income in Second Quarter
------------------------------------------------------------------
Zhone Technologies, Inc., filed its quarterly report on Form 10-Q,
reporting net income of $1.06 million on $30.05 million of net
revenue for the three months ended June 30, 2013, compared with a
net loss of $2.12 million on $30.84 million of net revenue for the
same period last year.

The Company reported net income of $1.29 million on $58.43 million
of net revenue for the six months ended June 30, 2013, compared
with a net loss of $5.52 million on $57.90 million of net revenue
for the corresponding period in 2012.

The Company's balance sheet at June 30, 2013, showed
$63.39 million in total assets, $29.93 million in total
liabilities, and stockholders' equity of $33.46 million.

"Since inception, with the exception of the three most recent
quarters, we have incurred significant operating losses and had an
accumulated deficit of $1,039.9 million as of June 30, 2013, and
we expect that our operating losses may continue.  If we are
unable to access or raise the capital needed to meet liquidity
needs and finance capital expenditures and working capital, or if
the economic, market and geopolitical conditions in the United
States and the rest of the world do not continue to improve or if
they deteriorate, we may experience material adverse impacts on
our business, operating results and financial condition."

A copy of the Form 10-Q is available at http://is.gd/wE3uJl

Oakland, Calif.-based Zhone Technologies, Inc. (NASDAQ: ZHNE) is a
global leader in all IP multi-service access solutions, serving
more than 750 of the world's most innovative network operators.


* J.P. Morgan to End Student-Loan Business
------------------------------------------
Dan Fitzpatrick and Robin Sidel, writing for The Wall Street
Journal, reported that the market for student loans suffered
another blow on Sept. 5 when J.P. Morgan Chase & Co., the nation's
largest lender by assets, said it is getting out of the business.

According to the report, J.P. Morgan's departure, effective Oct.
12, leaves Wells Fargo & Co. as the only major U.S. commercial
bank still making student loans.

Big banks have been fleeing the industry since 2009, when the
Obama administration signaled that the federal government would
become much more active in making loans directly to students, the
report said.

Since then, banks' share of the roughly $1 trillion student-loan
market has shriveled, the report related.  All told, private
lenders made about $8.1 billion in student loans in the 2011-12
academic year, according to estimates from Moody's Investors
Service, down about 70% from $25.2 billion in 2007-08.

Banks and other private lenders now account for only about 15% of
the outstanding student debt in the U.S, the report further
related.  The U.S. government accounts for the rest.


* Mortgage Rates Bounce Back on Signs of a Stronger Recovery
------------------------------------------------------------
Kathy Orton, writing for The Washington Post, reported that after
a slight dip a week ago, mortgage rates have bounced back,
according to the latest data released by Freddie Mac.

The 30-year fixed-rate average rebounded to near its two-year
high, rising to 4.57 percent with an average 0.7 point, the report
related.  It was up from 4.51 percent a week ago, but down from
3.55 percent a year ago. The 30-year fixed rate reached its
highest level since July 2011, 4.58 percent, two weeks ago. It has
remained above 4.5 percent for three weeks.

According to the report, the 15-year fixed-rate average also
hovered near its two-year high, increasing to 3.59 percent with an
average 0.7 point. It was 3.54 percent a week ago and 2.86 percent
a year ago. The 15-year fixed rate hit its highest level since
July 2011, 3.6 percent, two weeks ago. It has stayed above 3
percent since early June.

Hybrid adjustable rate mortgages increased as well, the report
said.  The five-year ARM rose to 3.28 percent with an average 0.5
point. It was 3.24 percent last week.

The one-year ARM jumped to 2.71 percent with an average 0.5 point,
the report further related. It was 2.64 percent a week ago.


* Bank of America Mortgage Holders Lose Bid to Sue as Group
-----------------------------------------------------------
Don Jeffrey & Janelle Lawrence, writing for Bloomberg News,
reported that Bank of America Corp. can't be sued by unified
groups of homeowners in different states over its failure to
modify mortgages, a federal judge in Boston ruled.

According to the report, home-mortgage borrowers in 26 states
claimed in lawsuits that Bank of America mismanaged loan requests
under the Home Affordable Modification Program and sought class-
action status to pursue their cases. The suits were consolidated
in Boston.

"Plaintiffs' claims may well be meritorious; but they rest on so
many individual factual questions that they cannot sensibly be
adjudicated on a classwide basis," U.S. District Judge Rya Zobel
said in a decision dated Sept. 5, the report related.

Bank of America is one of many mortgage lenders participating in
the U.S. government's mortgage-modification program, known as
HAMP, designed to prevent mortgage foreclosures, the report said.
The homeowners who sued claimed they made all required trial
payments under the plan to the bank and still didn't receive
permanent loan modifications or written denials of eligibility by
a certain date.

Jerry Dubrowski, a spokesman for Charlotte, North Carolina-based
Bank of America, didn't immediately respond to an e-mail seeking
comment on the ruling, the report noted.  Steve Berman and Thomas
Sobol, lawyers for the plaintiffs, also didn't immediately respond
to e-mails.

The case is In re Bank of America Home Affordable Modification
Program Contract Litigation, 10-02193, U.S. District Court,
District of Massachusetts (Boston).


* 24% of Homeowners in Foreclosure Process Have Equity
------------------------------------------------------
RealtyTrac(R) on Sept. 5 released its U.S. Home Equity &
Underwater Report for September 2013, which shows that while 10.7
million residential homeowners nationwide owe at least 25 percent
or more on their mortgages than their properties are worth,
another 8.3 million homeowners are either slightly underwater or
slightly above water, putting them on track to have enough equity
to sell sometime in the next 15 months -- without resorting to a
short sale.

The 8.3 million include homeowners with a loan to value (LTV)
ratio from 90 to 110 percent, meaning they have between 10 percent
positive equity and 10 percent negative equity.  These homeowners
represented 18 percent of all U.S. homeowners with a mortgage as
of the beginning of September.

The 10.7 million residential properties with an LTV ratio of at
least 125 percent represented 23 percent of U.S. residential
properties with a mortgage -- down from 11.3 million deeply
underwater properties representing 26 percent of all residential
properties with a mortgage in May 2013 and down from 12.5 million
deeply underwater properties representing 28 percent of all
residential properties with a mortgage in September 2012.

"Steadily rising home prices are lifting all boats in this housing
market and should spill over into more inventory of homes for sale
in the coming months," said Daren Blomquist, vice president at
RealtyTrac.  "Homeowners who already have ample equity are quickly
building on that equity, while the 8.3 million homeowners on the
fence with little or no equity are on track to regain enough
equity to sell before 2015 if home prices continue to increase at
the rate of 1.33 percent per month that they have since bottoming
out in March 2012."

"In addition, nearly one in four homeowners in foreclosure has at
least some equity, giving them a better chance to avoid
foreclosure without resorting to a short sale -- assuming they
realize they have equity and don't miss the opportunity to
leverage that equity," Blomquist added.  "Even homeowners deeply
underwater have reason for hope, with about 150,000 each month
rising past the 25 percent negative equity milestone -- although
it will certainly take years rather than months before most of
those homeowners have enough equity to sell other than via short
sale."

Other high-level findings from the report:

        --  More than 126,000 properties in the foreclosure
process nationwide had an LTV of 100 percent or lower in
September, representing 24 percent of all homes in the foreclosure
process.  States with the highest percentage of foreclosures with
equity included Oklahoma (54 percent), Hawaii (51 percent), New
York (47 percent), and Texas (46 percent).

        --  States with the highest percentage of deeply
underwater homes (LTV of 125 percent or higher) included Nevada
(46 percent), Illinois (40 percent), Florida (40 percent),
Michigan (38 percent), Rhode Island (34 percent), and Ohio (31
percent).

        --  Metro markets with the highest percentage of homes
with resurfacing equity (LTV from 90 to 110 percent) included
Omaha, Neb., (29 percent), Colorado Springs, Colo., (29 percent),
Tulsa, Okla., (29 percent), Little Rock, Ark., (28 percent), and
Raleigh, N.C. (28 percent).

        --  Nationwide 7.4 million homeowners with a mortgage had
50 percent equity or more, representing 16 percent of all
homeowners with a mortgage.  Metro markets with the highest
percentage of homeowners with at least 50 percent equity included
Honolulu (36 percent), San Jose, Calif., (35 percent),
Poughkeepsie, N.Y. (30 percent), Pittsburgh (29 percent), San
Francisco (29 percent), and New York (27 percent).

Local broker perspectives "Negative equity will always hamper the
housing market from making a strong recovery; however, the amount
of homeowners with negative equity is shrinking," said
Emmett Laffey, CEO of Laffey Fine Homes International, covering
Long Island and the five boroughs of New York City.  "New York
metro home prices are increasing at a rate of about 1 percent per
quarter and thousands of homeowners will now be in a position to
sell and take some equity with them post-closing."

"The housing market in Oklahoma City and Tulsa continues to
improve, with a majority of homeowners having at least some equity
in their homes," said Shel Detrick, CEO of Prudential
Detrick/Prudential Alliance Realty, covering the Oklahoma City and
Tulsa markets.  "If home prices continue to rise, close to one-
third of all homeowners in the Oklahoma City metro area will have
enough equity to sell their homes in the next year, which is
exciting in this inventory-sparse market."

"Due to the increased market demand and low inventory levels we
have experienced during much of 2013, negative equity situations
have only been noted in isolated circumstances in many areas of
Ohio," said Michael Mahon, Executive Vice President of HER
Realtors, covering the Columbus, Cincinnati and Dayton markets in
Ohio.  "This trend will continue to add more buyers and sellers
into a positively increasing equity market in months to come, as
well as an increased rate of recovery across Ohio for 2013."

"Negative equity certainly impacts a homebuyer's decision to sell,
and we expect sellers to come off the fence as prices rise and
equity is gained back," said Steve Roney, CEO of Prudential Utah
Real Estate.  "This will provide added momentum to the recovery as
inventories rise and buyers have more options."

"Negative equity continues to be an issue in the Reno-Sparks
marketplace, however the situation is improving due to strong
price increases," said Craig King, COO of Chase International,
covering the Reno and Lake Tahoe markets.  "The effect of rising
home prices and homeowners with resurfacing equity are both
encouraging trends.  We believe some of these individuals are
starting to show up in our sales activity right now as part of a
move-up market.  There has been no move up market in the area
since 2006 so we are excited about that."

"For the past few years, many people have been unable to sell
their homes and upgrade due to lack of equity or in some cases
negative equity," said Rich Cosner, president of Prudential
California Realty, covering Orange, Riverside and San Bernardino
counties in Southern California.  "With the tremendous growth in
equity over the past year, many homeowners are now able to sell
their homes and re-buy, which is a very positive outcome for the
real estate market."

"Many homeowners have been predisposed to having negative equity
for several years and may not realize that if they put their home
on the market at the right price they could sell for a favorable
outcome," said Dan Forsman, president and CEO of Prudential
Georgia Realty.  "The market is starving from a lack of inventory,
but as the dial of the housing market moves towards positive and
home appreciation continues to climb, there will certainly be an
increase in the supply of properties."

                       Report methodology

The RealtyTrac U.S. Home Equity & Underwater report provides
counts of residential properties based on several categories of
equity -- or loan to value (LTV) -- at the state, metro and county
level, along with the percentage of total residential properties
with a mortgage that each equity category represents.  The
equity/LTV calculation is derived from a combination of record-
level open loan data and record-level estimated property value
data, and is also matched against record-level foreclosure data to
determine foreclosure status for each equity/LTV category.

Definitions Deeply underwater: Loan to value ratio of 125 percent
or above, meaning the homeowner owed at least 25 percent more than
the estimated market value of the property.

Resurfacing Equity: Loan to value ratio from 90 percent to 110
percent, meaning the homeowners had anywhere from 10 percent
positive equity to 10 percent negative equity.

Equity Rich: Loan to value ratio of 50 percent or lower, meaning
the homeowner had at least 50 percent equity.

Foreclosures w/Equity: Properties in some stage of the foreclosure
process (default or scheduled for auction, not including bank-
owned) where the loan to value ratio was 100 percent or lower.

Click here to view detailed data by state and to learn about
RealtyTrac's report methodology.

                        About RealtyTrac Inc.

RealtyTrac -- http://www.realtytrac.com-- is a supplier of U.S.
real estate data, with more than 1.5 million active default,
foreclosure auction and bank-owned properties, and more than 1
million active for-sale listings on its website, which also
provides essential housing information for more than 100 million
homes nationwide.  This information includes property
characteristics, tax assessor records, bankruptcy status and sales
history, along with 20 categories of key housing-related facts
provided by RealtyTrac's wholly-owned subsidiary, Homefacts(R).
RealtyTrac's foreclosure reports and other housing data are relied
on by the Federal Reserve, U.S. Treasury Department, HUD, numerous
state housing and banking departments, investment funds as well as
millions of real estate professionals and consumers, to help
evaluate housing trends and make informed decisions about real
estate.


* Summers Faces Key "No" Votes if Picked for Fed
------------------------------------------------
Damian Paletta and Kristina Peterson, writing for The Wall Street
Journal, reported that at least three Democrats on the Senate
Banking Committee are expected to oppose Lawrence Summers if he is
nominated to become Federal Reserve chairman, setting up a razor-
thin vote to determine who will lead the central bank at a
critical moment for its easy-money policies.

According to the report, Democrats hold a two-vote majority on the
22-member panel, so the loss of three Democrats would make it
impossible for Mr. Summers to advance to the full Senate for a
confirmation vote without the backing of some of the 10
Republicans. No Republican has publicly expressed support so far
for any potential White House nominee for Fed chief, giving
President Barack Obama little margin for error.

The committee Democrats expected to oppose Mr. Summers are Jeff
Merkley of Oregon, Sherrod Brown of Ohio, and Elizabeth Warren of
Massachusetts, according to congressional aides, the report
related.  The banking committee is the panel that will hold
confirmation hearings on the nominee and vote on whether to send
him or her to face a final vote in the 100-member Senate.

"I think he'd have a tough time" getting confirmed in the Senate,
said Sen. Mark Begich (D., Alaska), who isn't on the panel but has
suggested he would vote "no" on the Senate floor if Mr. Summers
makes it that far, the report said.  He said the president has the
right to nominate the candidate of his choice but "I think this
one is problematic."

Mr. Summers couldn't be reached for comment, according to WSJ.


* A-Rod's Troubles Push Cartoon Producer to Chapter 11
------------------------------------------------------
Peg Brickley, writing for DBR Small Cap, reported that one of the
companies behind the new cartoon "Henry & Me" has filed for
bankruptcy protection.



                            *********

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
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