TCR_Public/101119.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, November 19, 2010, Vol. 14, No. 321

                            Headlines

207 REDWOOD: Ordered to Submit Disclosure Statement by December 6
2500 HALLANDALE: Bankruptcy Court OKs Dismissal of Case
ADMIRAL WINE: Organizational Meeting to Form Panel on Nov. 29
ADVANCED BUILDING: Case Summary & 20 Largest Unsecured Creditors
ADVANTA CORP: Creditors to Depose Two Execs. on $52-Million Claim

ALMA ENERGY: Challenge to William's Claim Remanded to Bankr. Ct.
ALMATIS B.V.: Court Awards US$18.4 Mil. in Professional Fees
ALMATIS B.V.: Jubilee Wants Access to Confidential Info.
AMERICAN MEDIA: Targeting Dec. 17 Combined Hearing on Plan
AMERICAN MEDIA: Moody's Changes Default Rating to 'D'

AMERICAN PACIFIC: Files Schedules of Assets and Liabilities
AMERICAN PACIFIC: U.S. Trustee Forms 8-Member Creditors Committee
AMERICAN NATURAL: Incurs $475,400 Net Loss in Sept. 30 Qtr.
ANDREW GRUNWALD: Voluntary Chapter 11 Case Summary
ATHENS/ALPHA GAS: N. Dak. Court Rejects Cawley Claim on Oil Wells

AVP PRO BEACH: Cleared for December 2 Auction
AZCO LLC: Bankruptcy Court Dismisses Chapter 11 Case
BALL FOUR: U.S. Trustee Unable to Form Creditors Committee
BALL FOUR: Creditors Have Until Dec. 23 to File Proofs of Claim
BALL FOUR: Files Schedules of Assets and Liabilities

BE AEROSPACE: Moody's Affirms Ba2 Corporate Family Rating
BERNARD MADOFF: Two Ex-Employees Arrested on Unknown Charges
BH S&B: Bankruptcy Judge Converts Case to Chapter 7
BLOCKBUSTER INC: Korn/Ferry Named CEO Search Consultant
BLOCKBUSTER INC: Lyme Regis Wants to Compel Icahn to Produce Docs.

BLOCKBUSTER INC: Proposes to Hire 3 Real Estate Counsel
BLOCKBUSTER INC: Proposes RRG & DJM as Consultants
BROADCAST INTERNATIONAL: Posts $5.5 Million Net Loss in Q3 2010
BRUGNARA PROPERTIES: Files Schedules of Assets and Liabilities
CAPITAL GROWTH: Earns $17.3 Million in September 30 Quarter

CB HOLDING: Files for Chapter 11; Plans Sale of All Assets
CB HOLDING: Case Summary & 25 Largest Unsecured Creditors
CENTRAL METAL: Bankruptcy Court Approves Plan of Reorganization
CHANA TAUB: Husband's 2nd Involuntary Chapter 7 Case Dismissed
COLONIAL BANCGROUP: Crain Auto Owner in Talks to Buy HQ

COMMUNICATIONS & POWER: S&P Affirms 'B+' Corp. Credit Rating
CONTECH CONSTRUCTION: S&P Raises Corporate Credit Rating to 'B-'
CRAIG EDMOND: Case Summary & 20 Largest Unsecured Creditors
DARLING INTERNATIONAL: Moody's Assigns 'Ba3' Corp. Family Rating
DEEP WOODS: Voluntary Chapter 11 Case Summary

DENNEY FARMS: Court OKs Johnson & Moncrief as Bankruptcy Counsel
DENNY'S RESTAURANT: Steven Speier Appointed as Receiver
DONALD SCHOFIELD: Case Summary & 7 Largest Unsecured Creditors
DOUGLAS CORTA: Case Summary & 20 Largest Unsecured Creditors
DOYLE FAMILY: Jeffrey Golden Named Interim Chapter 7 Trustee

DREAMLAND DEVELOPMENT: Voluntary Chapter 11 Case Summary
ELITE PHARMACEUTICALS: Earns $1.86 Mil. in September 30 Quarter
ENERJEX RESOURCES: Corrects Net Reserves Computation in Form 10-K
ESCO CORP: S&P Affirms 'B+' Long-Term Corporate Credit Rating
FIRST DATA: Launches Exchange Bid to Move Debt Maturity to 2021

G3 MARINA: Court Denies Creditors' Bid to Dismiss Case
G3 MARINA: Court Wants Bankruptcy Exit Plan by Dec. 15
GARY NEVILLE: Case Summary & 2 Largest Unsecured Creditors
GATEWAY TOWNE: Case Summary & 2 Largest Unsecured Creditors
GLOUCESTER ENGINEERING: Prepares to Emerge From Bankr. by Yearend

GRUPO FERTINAL: Moody's Withdraws 'B2' Rating to $200 Mil. Notes
GULFSTREAM INTERNATIONAL: Seeks to Hunt for Potential Buyers
HARRISBURG, PA: Awaits Results of State Oversight Application
HAMTRAMCK, MI: State Presents 3 Options to Avoid Bankruptcy
HEARTLAND RESOURCES: Investors' Summary Judgment Bid Denied

HOMEGOLD FIN'L: S.C. High Court Questions Validity of CEO Appeal
HMP SERVICES: Organizational Meeting to Form Panel on Nov. 22
HUNTMOUNTAIN RESOURCES: BehlerMick PS Raises Going Concern Doubt
ILLINOIS GRANITE: Files for Chapter 7 Liquidation
IRVINE SENSORS: Sells $773,400 in Notes to Investors

KENTUCKIANA MEDICAL: U.S. Trustee Forms Creditors Committee
KENTUCKIANA MEDICAL: Committee Taps Arlow as Financial Advisor
KENTUCKIANA MEDICAL: Committee Taps K&L Gates as Lead Counsel
KENTUCKIANA MEDICAL: Court Fixes January 3 as Claims Bar Date
KIDSPEACE INC: Moody's Affirms 'Caa2' Rating to $56 Mil. Bonds

LANDMARK PROPERTIES: Case Summary & 11 Largest Unsecured Creditors
LEHMAN BROTHERS: Court Directs BofA to Return $500MM Seized
LEHMAN BROTHERS: Giddens Wants Removal Period Moved Until May 9
LEHMAN BROTHERS: Jones Day to Provide Additional Services
LEHMAN BROTHERS: LH 1440 Wants Stamp on State Street Deal Delayed

LEHMAN BROTHERS: Wins Nod for Clyde as Special Counsel
LEVEL PROPANE: 6th Cir. BAP Upholds Plan Confirmation
LINCOLNSHIRE CAMPUS: Court Confirms 3rd Amended Joint Plan
LINENS 'N THINGS: Settles $13MM Adversary Case Against Conair
LOCAL INSIGHT: Files for Chapter 11 in Delaware

LOCAL INSIGHT: Case Summary & 30 Largest Unsecured Creditors
LOEHMANN'S HOLDINGS: Gets Court's Nod to Hire KCC as Claims Agent
LOEHMANN'S HOLDINGS: Taps Perella Weinberg as Investment Banker
LOEHMANN'S HOLDINGS: Taps Clear Thinking as Restructuring Adviser
LOEHMANN'S HOLDINGS: Taps Troutman as Non-Bankruptcy Counsel

LOEHMANN'S HOLDINGS: Organizational Meeting Set for Nov. 23
MARK SWANK: Case Summary & 20 Largest Unsecured Creditors
MEDCLEAN TECH: Posts $753,682 Net Loss for September 30 Quarter
MEDICAL SPA: Files for Chapter 11 in Nevada
METRO-GOLDWYN-MAYER: Gets OK of Deal to Give Up Office Space

METRO-GOLDWYN-MAYER: Gets OK for Ernst & Young as Tax Advisor
MILESTONE SCIENTIFIC: Posts $583,500 Net Loss in Sept. 30 Quarter
MONROE APARTMENTS: Case Summary & 20 Largest Unsecured Creditors
MOMENTA INC: In Ch. 11 to Preserve Assets from Lawsuit
MSGI SECURITY: Delays Filing of Form 10-Q for Third Quarter

MURRAY ENERGY: Moody's Upgrades Corp. Family Rating to 'B3'
MURRAY ENERGY: S&P Affirms Corporate Credit Rating at 'B'
MURPHY BROTHERS: Case Summary & 20 Largest Unsecured Creditors
NEW LEAF: Delays Filing of Form 10-Q for Third Quarter
NORMAN WRAY: Case Summary & 7 Largest Unsecured Creditors

NORTEL NETWORKS: Posts $649 Million Net Loss in Q3 2010
NORTH CAROLINA MEDICAL: S&P Gives Positive Outlook on Bonds
NORTHERN TIER: S&P Assigns 'B+' Corporate Credit Rating
OLD TIME POTTERY: Shutting Down Memphis Store in Late December
OP-TECH ENVIRONMENTAL: Earns $588,300 in September 30 Quarter

ORLEANS HOMEBUILDERS: Wins Nod to Enter Into $155-Mil. Exit Loans
OVERLAND STORAGE: Posts $6.5MM Net Loss in September 30 Quarter
OXBOW CARBON: Moody's Upgrades Corporate Family Rating to 'Ba3'
PAYMENT DATA: Posts $142,116 Net Loss in September 30 Quarter
PERRY & JONES: Voluntary Chapter 11 Case Summary

PERRY COUNTY: Perry Uniontown Taps Hartman Simons as Counsel
PETROLEUM DEVELOPMENT: S&P Cuts Rating on $203 Mil. Notes to 'B-'
PIYUSH PATEL: Wyo. Court Rules on Validity of Security Interest
PLY GEM: Posts $6.39 Million Net Loss in Oct. 2 Quarter
POWER EFFICIENCY: Posts $794,832 Net Loss in Third Quarter

PRECISION OPTICS: Conv. Notes' Maturity Date Extended to Nov. 30
PRECISION OPTICS: Posts $157,800 Net Loss in Third Quarter
PREFERRED VOICE: Earns $474,645 in September 30 Quarter
PRIME STAR: Indiana Court Dismisses $33.9 Million Lawsuit
PRIME STAR: Posts $300,300 Net Loss in Third Quarter

RANCHER ENERGY: Delays Filing of 10-Q for Period Ended Sept. 30
REAL ESTATE: Incurs $215,000 Net Loss in September 30 Quarter
ROYAL CARIBBEAN: S&P Raises Corporate Credit Rating to 'BB'
SERVICE CORP: Moody's Assigns B1 Rating to $250 Million Notes
SERVICE CORP: S&P Assigns 'BB-' Rating to $250 Mil. Notes

SIMMONS FOODS: S&P Assigns Corporate Credit Rating at 'B'
SIMON WORLDWIDE: Posts $452,000 Net Loss in September 30 Quarter
SMART ONLINE: Incurs $1.32 Million Net Loss in Third Quarter
SMART-TEK SOLUTIONS: Posts $614,000 Net Loss in Sept. 30 Quarter
STATION CASINOS: Court OKs $317,980 in Fees for Greenberg

STATION CASINOS: Sues 2 Companies Over Web Site Name Use
STRADELLA INVESTMENTS: Taps Levene Neale as Bankruptcy Counsel
SUNRISE EQUITIES: Charged With Scheme Targeting Islamic Investors
TELTRONICS INC: Incurs $92,000 Net Loss for September 30 Quarter
TERRESTAR NETWORKS: Revises Settlement on Dismissal Motion

TERRESTAR NETWORKS: Akin Gump Also Represents Parent
TERRESTAR NETWORKS: Fraser Milner Also Represents Parent
TERRESTAR NETWORKS: Kirkland Represents Holders of $258MM in Notes
THOMPSON PUBLISHING: Units File Schedules of Assets & Liabilities
THOMPSON PUBLISHING: Court Okays Choate Hall as Bankr. Counsel

THOMPSON PUBLISHING: Gets OK to Hire Morris Nichols as Co-Counsel
TRANSAX INT'L: Delays Form 10-Q for Third Quarter
TRICO MARINE: Shipping Inks 3rd Amendment to Priority Credit Deal
TRONOX INC: Court Confirms Plan of Reorganization
ULTIMATE ESCAPES: Demeure Confirms Purchase of Firm's Assets

UNITED WESTERN: Delays Filing of Form 10-Q for Third Quarter
US AEROSPACE: Delays Filing of Third Quarter Form 10-Q
US ANTIMONY: Swings to $85,800 Profit in 2010 Third Quarter
VERTIS HOLDINGS: Returns to Chapter 11 with Prepackaged Plan
VERTIS HOLDINGS: Case Summary & 20 Largest Unsecured Creditors

VITRO SAB: Noteholders Commence Bankr. Cases Against Subsidiaries
VITRO SAB: US Units' Involuntary Chapter 11 Case Summary
VUZIX CORPORATION: Posts $1.2 Million Net Loss in Q3 2010
VYTERIS INC: Posts $5.84 Million Net Loss in September 30 Quarter
WASHEX INC: Cincinnati Industrial to Auction Assets Next Month

WENTWORTH ENERGY: Delays Filing of Third Quarter Form 10-Q
WISE METALS: Gives BNY Mellon Notice to Redeem Notes
WOODLAND PINES: Discloses Largest Unsecured Creditor
WOODLAND PINES: Section 341(a) Meeting Scheduled for Dec. 16
WORKFLOW MANAGEMENT: Committee Taps Protiviti as Financial Advisor

YRC WORLDWIDE: Posts $61.74-Mil. Net Loss in Third Quarter

* McDonald Hopkins Law Firm Continues to Expand

* BOOK REVIEW: Vertical Integration, Outsourcing, and Corporate
               Strategy

                            *********

207 REDWOOD: Ordered to Submit Disclosure Statement by December 6
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland has ordered
207 Redwood LLC to file a disclosure statement pertaining to its
proposed Plan of Reorganization not later than December 6, 2010.

Pursuant to the Plan, filed November 5, 2010, Branch Banking and
Trust Company will be paid the allowed amount of its claim,
payable monthly at an interest rate of 3.75% based on a 30-year
amortization schedule with a balloon payment of the remaining
balance on the seven-year anniversary of the Effective Date.  BB&T
will retain its prepetition lien on the property located at 207
East Redwood Street, Baltimore, Maryland.  Holders of unsecured
claims will be paid their pro rata share of $100,000 by new
investors 180 days after the Effective Date.  Holders of interests
in the Debtor will receive nothing, and their Interests will be
canceled.

A complete text of the Plan is available for free at:

       http://bankrupt.com/misc/207REDWOOD_Plan.pdf

Columbia, Maryland-based 207 Redwood LLC filed for Chapter 11
protection on August 6, 2010 (Bankr. D. Md. Case No. 10-27968).
James A. Vidmar, Jr., Esq., and Lisa Yonka Stevens, Esq., at
Logan, Yumkas, Vidmar & Sweeney LLC, assist the Debtor in its
restructuring effort.  In its schedules, the Debtor disclosed
$14,500,000 in total assets and $24,097,109 in total liabilities
as of the Petition Date.


2500 HALLANDALE: Bankruptcy Court OKs Dismissal of Case
-------------------------------------------------------
The Hon. Raymond B. Ray, of the U.S. Bankruptcy Court for the
District dismissed the Chapter 11 case of 2500 Hallandale Beach,
L.L.C., with prejudice for a period of six months from the date of
the order.

E.M. Segall, the temporarily appointed receiver of the Debtor's
real property located at 2500 Hallandale Beach Boulevard in
Florida, asked the Bankruptcy Court to dismiss the case, or
alternatively, grant E.M. Segall relief from the automatic stay to
continue its foreclosure action.  E.M. Segall explained that,
among other things:

   -- the Debtor has only one primary asset, the property which
      has no equity;

   -- the Debtor has few unsecured claims in relation to those
      secured creditors;

   -- there is absence of a reasonable likelihood to effectuate a
      Plan of Reorganization;

   -- the Debtor's property is subject to a foreclosure action due
      to debt arrearage; and

   -- the Debtor's financial problems are primarily due to a two-
      party dispute which can be resolved in another forum.

The Court also ordered that any unpaid U.S. Trustee fees as of the
date of dismissal will be paid by Segall, and that pending
motions, including the motion to access the cash collateral are
denied as moot.

                About 2500 Hallandale Beach, L.L.C.

Pembroke Pines, Florida-based 2500 Hallandale Beach, L.L.C., filed
for Chapter 11 protection on September 20, 2010 (Bankr.
S.D. Fla. Case No. 10-38206).  Chad T. Van Horn, Esq., at the Law
Offices of Brown, Van Horn P.A., represents the Debtor.  The
Debtor estimated its assets and debts at $10 million to
$50 million as of the Petition Date.


ADMIRAL WINE: Organizational Meeting to Form Panel on Nov. 29
-------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on November 29, 2010, at 10:00 a.m.
in the bankruptcy case of Admiral Wine and Liquor Co.  The meeting
will be held at the United States Trustee's Office, One Newark
Center, 21st Floor, Room 2106, Newark, NJ 07102.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

Cedar Grove, New Jersey-based Admiral Wine and Liquor Co. filed
for Chapter 11 bankruptcy protection on November 12, 2010 (Bankr.
D. N.J. Case No. 10-45213).  Bruce D. Buechler, Esq., and Kenneth
Rosen, Esq., at Lowenstein Sandler PC, assist the Debtor in its
restructuring effort.  The Debtor estimated its assets and debts
at $1 million to $10 million.


ADVANCED BUILDING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Advanced Building & Components, Inc.
          aka ABC Walls, Inc
        1541 County Road 11
        Mead, NE 68041

Bankruptcy Case No.: 10-43452

Chapter 11 Petition Date: November 16, 2010

Court: U.S. Bankruptcy Court
       District of Nebraska (Lincoln Office)

Debtor's Counsel: Jenna B. Taylor, Esq.
                  JENNA TAYLOR LAW
                  P.O. Box 45101
                  Omaha, NE 68145
                  Tel: (402) 210-2335
                  E-mail: jenna@jennalaw.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/neb10-43452.pdf

The petition was signed by Randy Johansen, president.


ADVANTA CORP: Creditors to Depose Two Execs. on $52-Million Claim
-----------------------------------------------------------------
Bankruptcy Law360 reports that Advanta Corp.'s unsecured creditors
committee received bankruptcy court approval Wednesday to depose
two company insiders as part of its challenge to $52 million in
claims asserted by top executives.

                        About Advanta Corp.

Advanta Corp. -- http://www.advanta.com/-- issues business
purpose credit cards to small businesses and business
professionals in the United States.  Advanta primarily funds and
operates its business credit card business through Advanta Bank
Corp., which offers a range of deposit products that are insured
by the Federal Deposit Insurance Corporation.

In June 2009, the FDIC placed significant restrictions on the
activities and operations of Advanta Bank, as the Bank's capital
ratios were below required regulatory levels.

On November 8, 2009, Advanta Corp. filed for Chapter 11 (Bankr. D.
Del. Case No. 09-13931).  Attorneys at Weil, Gotshal & Manges LLP,
and Richards, Layton & Finger, P.A., serve as bankruptcy counsel.
Alvarez & Marsal is the financial advisor.  The Garden City
Group, Inc., is the claims agent.  The filing did not include
Advanta Bank.  The petition said that Advanta Corp.'s assets
totaled $363,000,000 while debts totaled $331,000,000 as of
September 30, 2009.


ALMA ENERGY: Challenge to William's Claim Remanded to Bankr. Ct.
----------------------------------------------------------------
District Judge Amul R. Thapar remands Phaedra Spradlin, Chapter 7
Trustee of Alma Energy, LLC, Appellant, v. Nathan Williams,
Appellee (E.D. Ky. Case No. 10-80) to the Bankruptcy Court for
further proceedings.

Mr. Williams was both the sole member of Alma Energy, LLC, and a
claimant against the estate.  Mr. Williams asserts a claim for
$500,000.  Following conversion of Alma Energy's Chapter 11 case
to one under Chapter 7, Mr. Williams stepped aside from his
management role with the Debtor, and Chapter 7 Trustee Phaedra
Spradlin assumed control.  The Chapter 7 Trustee objected to the
claim, but the Bankruptcy Court upheld the Claim.

Judge Thapar rules that Mr. Williams's relationship to Alma,
combined with questions about his claim's validity, require that
his dealings with the Debtor must be subjected to closer scrutiny.
The bankruptcy court's order, however, does not make clear the
level of scrutiny applied to Mr. Williams's claim.  "While it is
possible that the bankruptcy court scrutinized the claim in great
detail, the order neglects to mention this analysis.  Therefore,
the Court must remand this action to the bankruptcy court to apply
rigorous scrutiny to the claim or, in the alternative, to explain
the scrutiny already applied to the claim.  Without a more
complete record from the bankruptcy court, the Court will not
address the merits of the Trustee's arguments at this time," Judge
Thapar says.

A copy of Judge Thapar's Memorandum Opinion and Order, dated
November 16, 2010, is available at http://is.gd/hluHTfrom
Leagle.com.

Alma Energy, LLC, owned rights to mine coal on two tracts of land
located in Pike County, Ky.  Out of cash, the Debtor suspended its
mining operation and sought chapter 11 protection (Bankr. E.D. Ky.
Case No. 07-70370) on August 13, 2007.  The mining operation was
restarted in 2008 with funding by Pikeville Energy Group, LLC, but
halted again during the chapter 11 proceeding.  On April 17, 2009,
the United States Trustee moved to dismiss the case or convert it
to a Chapter 7 liquidation proceeding.  On May 20, 2009, the
bankruptcy court entered an order converting the Debtor's case to
one under Chapter 7, and the U.S. Trustee appointed Phaedra
Spradlin as the Chapter 7 trustee.


ALMATIS B.V.: Court Awards US$18.4 Mil. in Professional Fees
------------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the
Southern District of New York approved the applications of nine
professionals retained by Almatis B.V. and the other reorganized
debtors for allowance of final fees and reimbursement of expenses
incurred for the period April 30 to September 20, 2010.

The Allowed Fees and Expenses aggregate approximately
US$18,413,000.

The specific Final Fees and Expenses are:

                                                    Allowed
                                       Total Fees    Allowed    Expenses
  Professional           Allowed Fees     in US$      Expenses    in US$
  -------------          ------------  ------------  ----------  ---------
  De Brauw Blackstone    EUR1,598,852  US$2,089,700    EUR8,849  US$11,566
  Westbroek N.V.

  Ernst & Young            EUR432,338    US$688,346         N/A        N/A
  Belastingadviseurs LLP   US$123,281

  DC Advisory Partners   US$4,943,075  US$5,490,848   GBP23,805  US$37,137
  (Close Brothers          GBP351,136
  Corporate Finance Ltd.)

  Moelis & Company LLC     US$450,000    US$450,000   US$31,001  US$31,001

  Linklaters LLP         GBP1,300,177  US$2,028,276    GBP9,536  US$14,876

  Ernst & Young Gmbh       EUR266,658    US$348,522         N/A        N/A

  Butzel Long, P.C.         US$23,552     US$23,552    US$1,709   US$1,709

  Talbot Hughes            GBP936,424  US$1,460,821  GBP177,500 US$276,900
  McKillop LLP

  Gibson, Dunn &         GBP3,426,682  US$5,345,625   GBP73,277 US$114,312
  Crutcher LLP
                                   -------------             ----------
  Total                            US$17,925,690             US$487,501
                                   =============             ==========

The Professionals sought payment of fees and reimbursement of
expenses in currencies other than U.S. Dollars.  The Reorganized
Debtors are authorized to pay retained professionals in
currencies other than U.S. dollars, in accordance with their
agreement with those professionals.

Accordingly, a corresponding U.S. Dollar amount for the Allowed
Fees and Expenses are set forth in a separate column for
informational purposes only.

The U.S. Dollar amounts were calculated using the exchange rate
in effect on the Confirmation Date, September 20, 2010, of
GBP1.56 per US$1.00 and EUR1.307 per US$1.00.

The Court specified that:

  -- The Allowed Expenses for Moelis reflects the firm's
     agreement to reduce the amount by $1,078 in response to the
     objection of the U.S. Trustee.  It also reflects a further
     reduction by $1,500 as ordered by the Court.

  -- The Allowed Expenses for Linklaters reflect the firm's
     agreement to reduce the amount by GBP15,742 to settle the
     U.S. Trustee's objection, and a further reduction by
     GBP7,692 as ordered by the Court.  Meanwhile, the firm's
     Allowed Expenses reflect a reduction by GBP1,212 also in
     response to the objection.

  -- The Allowed Expenses for Talbot Hughes reflect a reduction
     of GBP591 in response to the U.S. Trustee's objection.  In
     connection with the reimbursement of its expenses, Talbot
     Hughes filed a supplemental certification of Dean Merritt
     in support of its fee application, which certifies that the
     firm does not make a profit in providing reimbursable
     services.

  -- Gibson Dunn agreed after discussions with Almatis to reduce
     its requested fees by an additional GBP100,000 to settle
     the objections raised by the U.S. Trustee and any possible
     objections from the Court.  The firm applied GBP85,037 or
     US$132,657 of this reduction to its fee request.

  -- Gibson Dunn also agreed to apply GBP14,962 or US$23,342 of
     the GBP100,000 to its request for expense reimbursement to
     address concerns raised by the U.S. Trustee with respect to
     certain reimbursable expenses.

Among other things, the objections raised by Tracy Hope Davis, as
the U.S. Trustee for Region 2, against the fee applications of
certain of the firms were on grounds that they were deficient and
did not comply with the UST Guidelines, and that the time spent
and the fees billed for preparing the applications were
unreasonable.

Butzel, however, contested the proposed reduction of its
requested fees by US$11,000, saying the U.S Trustee did not give
any justification for the reduction.  The firm said that the fees
were incurred in connection with the preparation of its
employment application.

The amount of Butzel's requested fees was reduced by $6,000 as
ordered by the Court.

A table showing a comparison of the Professionals' requested and
allowed fees and expenses is available without charge at:

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

                       About Almatis Group

Almatis B.V., operationally headquartered in Frankfurt, Germany,
is a global leader in the development, manufacture and supply of
premium specialty alumina products.  With nearly 900 employees
worldwide, the company's products are used in a wide variety of
industries, including steel production, cement production, non-
ferrous metal production, plastics, paper, ceramics, carpet
manufacturing and electronic industries.  Almatis operates nine
production facilities worldwide and serves customers around the
world.  Until 2004, the business was known as the chemical
business of Alcoa.  Almatis is now owned by Dubai International
Capital LLC, the international investment arm of Dubai Holding.

Almatis B.V., and its affiliates filed for Chapter 11 on April 30,
2010 (Bankr. S.D.N.Y. Lead Case No. 10-12308).  Almatis B.V.
estimated assets of US$500 million to US$1 billion and debts of
more than US$1 billion in its petition.

Michael A. Rosenthal, Esq., at Gibson, Dunn & Crutcher LLP, serves
as counsel to the Debtors in the Chapter 11 cases.  Linklaters LLP
is the special English and German counsel and De Brauw Blackstone
Westbroek N.V. is Dutch counsel.  Epiq Bankruptcy Solutions, LLC,
serves as claims and notice agent.

The Debtors' reorganization plan was declared effective on
September 30, 2010, allowing the Debtors to fully complete their
financial restructuring and emerge from Chapter 11 protection.

The Almatis restructuring plan took effect more than a week after
it was confirmed by Bankruptcy Judge Martin Glenn for the
Southern District of New York.


ALMATIS B.V.: Jubilee Wants Access to Confidential Info.
--------------------------------------------------------
Jubilee CDO VIII B.V. filed a motion with the U.S. Bankruptcy
Court for the Southern District of New York to authorize its
legal counsel to access certain documents that were produced to
Schulte Roth & Zabel.

The move came after Almatis B.V. and Oaktree Capital Management
Ltd. refused to have those documents reviewed by Herrick
Feinstein LLP, Jubilee's legal counsel.

Almatis, Oaktree and Dubai International Capital LLC earlier
inked a stipulation governing the sharing of documents, including
those that contain confidential information.  Schulte Roth, as
co-counsel to Jubilee, was previously granted access to the
documents.

"It should make no difference to the other parties to the
stipulation whether the attorneys for Jubilee reviewing the
documents at this time are from [Schulte Roth] or Herrick so long
as both are bound by the same stipulation," Paul Rubin, Esq., at
Herrick Feinstein, in New York, said in court papers.

Jubilee also asked Judge Glenn to extend the deadline to return
or destroy confidential documents through December 29, 2010, to
give Herrick enough time to review the documents.

The Document Sharing Stipulation provides that any confidential
documents produced must be returned or destroyed within two
months following the effective date of Almatis' restructuring
plan.  The restructuring plan took effect on September 30, 2010,
which means that Jubilee only has two weeks left if the Court
does not approve the proposed extension.

Earlier, Jubilee obtained a ruling from Judge Glenn requiring
Almatis, Oaktree Capital and DIC to appear before the Court on
November 23, 2010, to explain why Herrick should not be given
access to the documents.

The motion drew flak from Almatis and DIC, both of which see the
request as an attempt by Jubilee to prosecute new litigation.
The Objectors argued that the Document Sharing Stipulation allows
the use of documents only in connection with Almatis' bankruptcy
case and related proceedings.

Oaktree Capital also opposed approval of the Confidential Info
Access Motion, saying that the subject documents are no longer
relevant and were being produced in connection with its proposed
prepackaged restructuring plan, which was withdrawn after Almatis
accepted a better proposal from DIC.  It also said that Jubilee
is not involved in any ongoing litigation that would entitle it
to access the documents.

Jubilee, however, found an ally in Alcentra Mezzanine No. 1 Sarl,
Alcentra Mezzanine QPAM Sarl, Shiofra 1 Sarl, and Shiofra 2 Sarl,
which expressed support for the approval of the Info Access
Motion.  Herrick also serves as the legal counsel for these
firms.

The Court will hold a hearing on November 23, 2010, to consider
the Jubilee's Motion.

                       About Almatis Group

Almatis B.V., operationally headquartered in Frankfurt, Germany,
is a global leader in the development, manufacture and supply of
premium specialty alumina products.  With nearly 900 employees
worldwide, the company's products are used in a wide variety of
industries, including steel production, cement production, non-
ferrous metal production, plastics, paper, ceramics, carpet
manufacturing and electronic industries.  Almatis operates nine
production facilities worldwide and serves customers around the
world.  Until 2004, the business was known as the chemical
business of Alcoa.  Almatis is now owned by Dubai International
Capital LLC, the international investment arm of Dubai Holding.

Almatis B.V., and its affiliates filed for Chapter 11 on April 30,
2010 (Bankr. S.D.N.Y. Lead Case No. 10-12308).  Almatis B.V.
estimated assets of US$500 million to US$1 billion and debts of
more than US$1 billion in its petition.

Michael A. Rosenthal, Esq., at Gibson, Dunn & Crutcher LLP, serves
as counsel to the Debtors in the Chapter 11 cases.  Linklaters LLP
is the special English and German counsel and De Brauw Blackstone
Westbroek N.V. is Dutch counsel.  Epiq Bankruptcy Solutions, LLC,
serves as claims and notice agent.

The Debtors' reorganization plan was declared effective on
September 30, 2010, allowing the Debtors to fully complete their
financial restructuring and emerge from Chapter 11 protection.

The Almatis restructuring plan took effect more than a week after
it was confirmed by Bankruptcy Judge Martin Glenn for the
Southern District of New York.


AMERICAN MEDIA: Targeting Dec. 17 Combined Hearing on Plan
----------------------------------------------------------
American Media, Inc. and its debtor affiliates ask Judge Martin
Glenn of the U.S. Bankruptcy Court for the Southern District of
New York to schedule a combined hearing to consider the adequacy
of their Disclosure Statement and the confirmation of their
Prepackaged Plan of Reorganization.

Specifically, the Debtors ask that the Combined Hearing be held as
soon as practicable but on or before December 17, 2010.  The
Debtors also ask that the Scheduling Order provide that the
Combined Hearing may be adjourned from time to time without
further notice.

The Debtors further ask the Court to set the deadline for filing
objections to the approval of the Disclosure Statement and the
confirmation of the Plan to seven days prior to the Combined
Hearing.

On October 30, 2010, the Debtors commenced the solicitation of
votes to accept or reject the Plan from holders of claims in
Classes 2, 5, 6 and 7.  Classes 2, 5 and 6 unanimously voted to
accept the Plan.  Class 7 voted to reject the Plan.

Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, points out that Section 105(d)(2)(B)(vi) of the
Bankruptcy Code authorizes a bankruptcy court to combine a hearing
on the disclosure statement with a hearing on confirmation of a
plan of reorganization.  The Debtors submit that a combined
hearing would promote judicial economy and the expedient
reorganization.  Moreover, a combined hearing would facilitate
minimizing the adverse effects of the Chapter 11 cases on the
Debtors' businesses while benefiting creditors by reducing the
administrative expenses incurred by the Debtors' estates, he
notes.

The Debtors, according to Mr. Dizengoff, have commenced these
Chapter 11 cases with the overriding goal of confirming and
consummating the Plan as quickly and efficiently as possible.

The Debtors believe that the proposed schedule is in the best
interests of their estates, creditors and all other parties-in-
interest.  The expeditious confirmation of the Plan will preserve
the value of the Debtors' estates for the benefit of all parties
in interest and minimize the impact of these Chapter 11 cases on
the Debtors' businesses, Mr. Dizengoff notes.  Moreover, the
proposed schedule affords the Debtors' creditors, interest holders
and other parties-in-interest with sufficient notice of the
confirmation proceedings.

Holders of claims in the Voting Classes received copies of the
Disclosure Statement and the Plan prior to the Petition Date, and
each of the Voting Classes other than class 7 has already voted to
accept the Plan (indeed, there are only two creditors, holding
$3,106,782 in claims, who voted to reject the Plan), Mr. Dizengoff
points out.

In addition, in conjunction with the mailing of Solicitation
Packages to holders of claims in the Voting Classes, the Debtors
provided notice to holders of interests in AMI -- who are deemed
to reject the Plan and, therefore, not entitled to vote on the
Plan -- regarding the solicitation of votes on the Plan, which
notice indicated that copies of the Plan and Disclosure Statement
could be obtained upon reasonable written request.

Moreover, Mr. Dizengoff says all other parties-in-interest will
receive notice of their treatment in the Chapter 11 cases and will
be provided an opportunity to obtain a copy of the Plan and
Disclosure Statement with sufficient time to evaluate the
documents prior to the proposed Combined Hearing.  Accordingly,
the Debtors believe that no party-in-interest will be prejudiced
by their request.

                        The Chapter 11 Plan

As of November 17, 2010, AMO's total principal amount of
outstanding debt was approximately $878.7 million, which consisted
of approximately (i) $490.6 million principal amount of debt
pursuant to a $60 million revolving credit facility and a 450
million term loan facility under a 2009 Credit Agreement, (ii)
$7.5 million principal amount of 2011 Notes, (iii) $24.8 million
principal amount of PIK Notes, and (iv) $355.8 million principal
amount of Subordinated Notes.

On October 30, 2010, American Media entered into a restructuring
support agreement with the members of the Committee and certain
Term Facility Lenders and Revolver Lenders.  Pursuant to the
Restructuring Support Agreement, the signatories thereto agreed to
support a restructuring of American Media's indebtedness on the
terms set forth therein.

American Media agreed to implement the Financial Restructuring by
soliciting of votes to accept or reject the Companies' plan of
reorganization through a "prepackaged" bankruptcy and the
commencement of the Chapter 11 Cases.


As of November 9, 2010, institutions holding in the aggregate at
least 70% of the Term Facility claims, approximately 77.6% of the
Subordinated Notes claims, and approximately 89% of the PIK Notes
claims agreed to support the Financial Restructuring by executing
the Restructuring Support Agreement.

The Companies had received 200 votes, with 198 votes in favor of
the Plan and 2 votes against.  Specifically, (i) all holders of
claims entitled to vote in Classes 2, 5 and 6, overwhelmingly
voted to approve the Plan and (ii) two of the four holders of
claims entitled to vote in class 7 (holding approximately 41% of
the claims in that class) voted to reject the Plan.

The Plan sets forth the Companies' post-effective date capital
structure and the distribution that each class of the Companies'
creditors is to receive under the Plan.  Specifically, upon
consummation of the Plan, among other things:

  (a) Holders of Term Facility claims will receive their pro
      rata share of these items, in an aggregate amount equal
      to the allowed amount of all Term Facility claims:

          (i) cash, in an amount to be determined by the
              Companies but in any event no less than 70% of the
              amount of all allowed Term Facility claims; and

         (ii) new second lien notes.

      However, the aggregate amount of New Second Lien Notes
      distributed to Term Facility Lenders will not be greater
      than the commitment under that certain backstop agreement
      to purchase the New Second Lien Notes.  The unpaid
      reasonable and documented out-of-pocket fees and expenses,
      including legal fees and expenses, of the Administrative
      Agent through and including the effective date will be
      paid in full, in cash to the Administrative Agent.  In
      addition, and pursuant to the Plan, each holder of a Term
      Facility claim will have the right to require that the
      parties to the Backstop Agreement purchase from that
      holder, on the effective date, its pro rata share of the
      New Second Lien Notes which it receives pursuant to the
      Plan for the face amount of that holder's New Second Lien
      Notes, which face amount that holder will receive in cash.

  (b) Holders of Revolver Facility claims will receive payment
      in full, in cash.

  (c) Holders of allowed Subordinated Notes claims will receive
      98% of the common shares in the capital of reorganized AMI
      authorized for issuance in accordance with the terms of
      the Plan on the effective date, subject to dilution for
      the equity incentive plan (holders of allowed Subordinated
      Notes claims other than the Backstop Parties will also be
      diluted by the shares the Backstop Parties receive
      pursuant to the Backstop Agreement.

  (d) Holders of allowed PIK Notes claims will receive, at the
      Companies' option, but with the Committee's consent,
      (i) New Second Lien Notes, (ii) new PIK notes, (iii) new
      preferred stock, or (iv) a combination of the foregoing.

  (e) Holders of allowed 2011 Notes claims will receive
      approximately 2% of the New Common Stock, subject to
      dilution for the equity incentive plan (holders of allowed
      2011 Notes claims other than the Backstop Parties will
      also be diluted by the Backstop Shares).

  (f) Holders of allowed general unsecured claims will be
      unimpaired.

  (g) Equity interests in AMI, including warrants, will be
      cancelled.

A full-text copy of the Plan of Reorganization is available for
free at http://bankrupt.com/misc/amiplan.pdf

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/amids.pdf

On November 17, 2010, AMI and 16 of its affiliates delivered a
prepackaged Chapter 11 petition to the U.S. Bankruptcy Court for
the Southern District of New York to consummate the balance sheet
restructuring that began in 2008, increase liquidity, and maintain
their position as a leading publisher of periodicals and web-based
content.

                      Estimated Expenses

The Debtors' estimated amount of weekly payroll to their employees
(not including officers, directors, and stockholders) and the
amount to be paid to officers, directors, and stockholders and
financial consultants retained by the Debtors, for the 30-day
period following the Petition Date are:

  Payments to Employees:          Approximately $2,977,750
                                  weekly; $5,955,500 for a
                                  30-day period

  Payments to Officers,           Approximately $254,985 for
  Directors, and                  the 30-day period
  Stockholders:

The Debtors also note that estimated aggregate cash receipts and
disbursements, net cash gain or loss, and obligations and
receivables expected to accrue that remain unpaid (other than
professional fees) for the 30-day period following the Petition
Date are:

  Cash Receipts:             Approximately $32,104,000
  Cash Disbursements:        Approximately ($37,924,000)
  Net Cash (Loss):           Approximately ($5,820,000)
  Unpaid Obligations:        Approximately $56,766,000
  Unpaid Receivables:        Approximately $48,538,000

                      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 November 17, 2010.

American Media filed together with the petition, a pre-packaged
Chapter 11 plan where holders of notes and bank debt would receive
either cash, new notes or stock.

American Media said it would try to emerge from court protection
against creditors in 60 days or less.

Judge Martin Glenn presides over the case.  Ira S. Dizengoff,
Esq., Arik Preis, Esq., Meredith A. Lahaie, Esq., Stefanie L.
Kurlanzik, Esq., and Kevin M. Eide, Esq., at Akin, Gump, Strauss,
Hauer & Feld, LLP, in New York, serve as the Debtors' bankruptcy
counsel.  Moelis & Company is the Debtors' financial advisors and
investment bankers.  Kurtzman Carson Consultants LLC is the claims
and notice agent.

AMI estimated assets of $0 to $50,000 and debts of $500 million to
$1 billion in its Chapter 11 petition.  AMO, AMI's operating unit,
estimated assets of $100 million to $500 million and debts of
$500 million to $1 billion in its Chapter 11 petition.


AMERICAN MEDIA: Moody's Changes Default Rating to 'D'
-----------------------------------------------------
Moody's Investors Service changed American Media Operations,
Inc.'s Probability of Default Rating to D from Ca following the
company's announcement that it filed a voluntary petition for
reorganization under Chapter 11 of the U.S. Bankruptcy Code on
November 17, 2010.  Moody's will be withdrawing all of American
Media's ratings shortly.  This action completes the review that
was initiated on July 16, 2010.

Downgrades:

Issuer: American Media Operations Inc.

  -- Probability of Default Rating, Downgraded to D from Ca

Unchanged:

Issuer: American Media Operations Inc.

  -- Corporate Family Rating -- Caa2

  -- Senior secured revolving credit facility due 2012 -- B3,
     LGD2, 28%

  -- Senior term loan B due 2013 -- B3, LGD2, 28%

Outlook Actions:

Issuer: American Media Operations Inc.

  -- Outlook, Stable

                        Ratings Rationale

The downgrade of the PDR to D reflects the company's bankruptcy
filing, which Moody's classifies as a "default" event, consistent
with the "D" Probability of Default rating.  The Caa2 Corporate
Family Rating and ratings for individual debt instruments were
based on the application of Moody's Loss Given Default framework
utilizing an expected 50% family recovery rate.

Moody's last rating action was on July 16, 2010, when it lowered
American Media's PDR to Ca from Caa2 following the company's
announcement that American Media commenced an exchange offer for
all of its 14% Senior Subordinated Notes due 2013 at less than par
and would be considered an effective distressed exchange event of
default.

Headquartered in Boca Raton, Fl, American Media is a leading
publisher of celebrity journals as well as health and fitness
magazines.  The company also provides publishing services to other
publishers and arranges for the placement of owned publications
and third party publications with retailers.  Given continued
declines in subscription, newsstand and advertising revenues, the
company has been challenged to reduce debt balances since its
January 2009 restructuring.  On November 17, 2010, American Media
filed a pre-packaged plan of reorganization under Chapter 11.
American Media is expected to emerge from Chapter 11 protection in
approximately 60 days with an estimated 40% lower debt load.  The
company reported sales of approximately $404 million for the 12
months ended September 30, 2010.


AMERICAN PACIFIC: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
American Pacific Financial Corporation filed with the U.S.
Bankruptcy Court for the District of Nevada its schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $1,743,614
  B. Personal Property           $14,854,033
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $1,395,283
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $73,212
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $159,508,940
                                 -----------     ------------
        TOTAL                    $16,609,357*    $160,977,435

* Corrected: $16,597,647

Las Vegas, Nevada-based American Pacific Financial Corporation
filed for Chapter 11 bankruptcy protection on September 21, 2010
(Bankr. D. Nev. Case No. 10-27855).  Kaaran E. Thomas, Esq., at
McDonald Carano Wilson LLP, represents the Debtor.


AMERICAN PACIFIC: U.S. Trustee Forms 8-Member Creditors Committee
-----------------------------------------------------------------
August B. Landis, the Assistant U.S. Trustee for Region 17,
appointed eight members to the Official Committee of Unsecured
Creditors in American Pacific Financial Corporation's Chapter 11
cases.

The Committee members are:

1) David Sladek
   1330 Mark Twain Lane
   Steamboat Springs, CO 80487
   Phone: (970) 871-4700
   E-mail: davesladek@gmail.com

2) Jerome F. Wall
   4444 Magnolia
   Riverside, CA 92501
   Phone: (951) 274-3425
   Fax: (951) 686-3758
   E-mail: knedoc@yahoo.com

3) Nick Testa
   c/o 1363 E. Grand Ave.
   Pomona, CA 91766
   Phone: (909) 623-6944
   Fax: (909) 622-6267
   E-mail: nick@spraysystems.com

4) Paul Hazell
   Veronica Chew
   Miraleste Equities, LLC
   55 Pheasant Ridge Dr.
   Henderson, NV 89014
   Phone (Paul): (949) 510-9801
   Phone (Veronica): (949) 235-0778
   Fax: (702) 435-2246
   E-mail: Spooled308qv@aol.com

5) Raj K. Sindher, M.D.
   2139 Old Bridge Road
   Riverside, CA 92506
   Phone: (951) 774-2870
   Fax: (951) 774-2874
   E-mail: rksindher@aol.com

6) Thomas L. Davis, III, M.D.
   Thomas L. Davis, III, M.D. Pension and Profit Sharing
   4646 Brockton Ave., #201
   Riverside, CA 92506
   Phone (Home): (951) 789-2852
   Phone (Bus.): (951) 774-2912
   Fax: (951) 774-2915
   E-mail: tdavis003@aol.com

7) Rosemary Nguyen
   Orchid Management Company, LLC
   7602 E. Santiago Cyn Rd.
   Orange, CA 92869
   Phone: (714) 308-724_
   Fax: (714) 922-6253
   E-mail: rnguyen@icapitalfinance.com

8) Joseph C. McCoy
   4657 Braemar Pl., Unit 221
   Riverside, CA 92501
   Phone: (951) 836-3881
   E-mail: JCMPJM@hotmail.com

Las Vegas, Nevada-based American Pacific Financial Corporation
filed for Chapter 11 bankruptcy protection on September 21, 2010
(Bankr. D. Nev. Case No. 10-27855).  Kaaran E. Thomas, Esq., at
McDonald Carano Wilson LLP, assists the Debtor in its
restructuring effort.  The Debtor estimated assets at $10 million
to $50 million and debts at $100 million to $500 million as of the
Petition Date.


AMERICAN NATURAL: Incurs $475,400 Net Loss in Sept. 30 Qtr.
-----------------------------------------------------------
American Natural Energy Corporation filed its quarterly report on
Form 10-Q, reporting a net loss of $475,388 on $608,891 of total
revenues for the three months ended Sept. 30, 2010, compared with
net income of $26,273,150 on $286,735 on total revenues for the
same period a year ago.  Net income in the 2009 period was
primarily on account of a $27,785,622 gain on extinguishment of
debt and exchange of properties.

The Company's balance sheet at Sept. 30, 2010, showed
$17.74 million in total assets, $9.42 million in total
liabilities, and stockholder's equity of $8.32 million.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6eec

American Natural Energy Corporation (TSX Venture: ANR.U) is a
Tulsa, Oklahoma-based independent exploration and production
company with operations in St. Charles Parish, Louisiana.

                           *     *     *

MaloneBailey, LLP, in Houston, after auditing the Company's 2009
results, expressed substantial doubt about the Company's ability
to continue as a going concern.  The independent auditors noted
that the Company has substantial cash used for operating
activities during 2009, has a working capital deficiency and an
accumulated deficit at December 31, 2009.


ANDREW GRUNWALD: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Andrew William Grunwald
          aka Drew Grunwald
        15029 N. 98th Way
        Scottsdale, AZ 85260

Bankruptcy Case No.: 10-36927

Chapter 11 Petition Date: November 16, 2010

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

Judge: Randolph J. Haines

Debtor's Counsel: D. Lamar Hawkins, Esq.
                  AIKEN SCHENK HAWKINS & RICCIARDI PC
                  4742 North 24th Street, Suite 100
                  Phoenix, AZ 85016
                  Tel: (602) 248-8203
                  Fax: (602) 248-8840
                  E-mail: dlh@ashrlaw.com

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

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

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


ATHENS/ALPHA GAS: N. Dak. Court Rejects Cawley Claim on Oil Wells
-----------------------------------------------------------------
The Hon. Chief Justice Gerald W. VandeWalle of the Supreme Court
of North Dakota affirms a lower court's decision rejecting Thomas
P. Cawley's claims to a 5% working interest in Missouri Breaks
LLC's 50% working interest in an oil and gas well, and for
repayment of $26,000 in loans to Athens/Alpha Gas Corporation plus
interest.

Athens/Alpha's plan provided for the formation of Missouri Breaks,
and transferred Athens/Alpha's 50% working interest in the well to
Missouri Breaks.  The plan was confirmed by the bankruptcy court
in May 2005.

Missouri Breaks filed a state court quiet title action in
September 2006 to resolve any competing claims of ownership in the
well.  The court concluded that Mr. Cawley's claims were barred by
res judicata and that his failure to record the 5% working
interest before Athens/Alpha filed for bankruptcy voided any
interest he may have had in the well.

The case is Missouri Breaks, LLC, Robert M. Hallmark & Associates,
Frank Celeste, William R. Austin, Phoenix Energy, Bobby Lankford
and Erskine Williams, Plaintiffs and Appellees, v. John O. Burns;
Thomas P. Cawley; Terry Moore; Cheryl Moore; John C. Walter
Trustee; Williston Gas Company; Geary Trigleth; William Thomas
Trigleth III, as Trustee, on behalf of the Blue Sky Trust; Astro-
Chem Lab, Inc.; Total Safety, Inc.; Williston Basin District of
Pool Company; Champion Technologies, Inc.; DC Well Service, Inc.;
First National Bak of Williston; and all other persons unknown
claiming any estate or interest in or lien or encumbrance upon the
property described in the Complaint, Defendants Thomas R. Cawley,
Appellant, case no. 20100124 (N. Dak. Sup. Ct.).

A copy of Chief Justice VandeWalle's decision dated November 16,
2010, is available at http://is.gd/hlcy8from Leagle.com.


AVP PRO BEACH: Cleared for December 2 Auction
---------------------------------------------
American Bankruptcy Institute reports that Judge Sheri Bluebond
has set a Dec. 2 auction for AVP Inc.'s rights to the nation's
sole professional beach volleyball circuit.

AVP, Inc. and AVP Pro Beach Volleyball Tour, Inc., headquartered
in Torrance, California, operate the "sole nationally recognized
men's and women's U.S. professional beach volleyball tour."  Tour
competitors include both women's and men's gold medalists from the
2008 Summer Olympics.

The two entities voluntarily filed for Chapter 11 bankruptcy
protection in Los Angeles, California on October 29, 2010.  AVP
Pro Beach doing business as Association of Volleyball
Professionals, Inc. (Bankr. C.D. Calif. Case No. 10-56761)
scheduled assets of $183,957 against liabilities of $4,974,130.
AVP, Inc. (Bankr. C.D. Calif. Case No. 10-56777) scheduled
$196,957 in assets against $6,910,755 in liabilities.

Ian Landsberg, Esq., at Landsberg & Associates APC, in Encino,
California, serves as counsel to the Debtors.


AZCO LLC: Bankruptcy Court Dismisses Chapter 11 Case
----------------------------------------------------
The Hon. Michael E. Romero of the U.S. Bankruptcy Court for the
District of Colorado dismissed the Chapter 11 Case of AZCO, LLC,
for filing an incomplete bankruptcy case.

The Court said in its ruling that the Debtor failed to cure the
deficiency thereby hampering the effective administration of the
estate and establishing cause for dismissal.

In a separate filing, the Debtor asked the Court to dismiss the
case for other reasons.  The Debtor related that its real estate
has been sold and there is no asset to administer.

Lone Tree, Colorado-based AZCO, LLC, filed for Chapter 11
bankruptcy protection on September 17, 2010 (Bankr. D. Colo. Case
No. 10-33634).  Michael A. Smith, Esq., in Denver, Colorado,
represents the Debtor.  The Debtor estimated assets and debts at
$10 million to $50 million.


BALL FOUR: U.S. Trustee Unable to Form Creditors Committee
----------------------------------------------------------
Charles F. McVay, the U.S. Trustee for Region 19, notified the
U.S. Bankruptcy Court for the District of Colorado that he was
unable to appoint an official committee of unsecured creditors in
the Chapter 11 case of Ball Four, Inc.

The U.S. Trustee explained that there were too few unsecured
creditors who are willing to serve on a committee.

Arvada, Colorado-based Ball Four, Inc., filed for Chapter 11
bankruptcy protection on September 21, 2010 (Bankr. D. Colo. Case
No. 10-33952).  William A. Richey, Esq., at Weinman & Associates,
P.C., represents the Debtor.  The Debtor estimated assets at
$10 million to $50 million and debts at $1 million to $10 million.


BALL FOUR: Creditors Have Until Dec. 23 to File Proofs of Claim
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado has
established December 23, 2010, as the last day for any individual
or entity to file proofs of claim against Ball Four, Inc.

Arvada, Colorado-based Ball Four, Inc., filed for Chapter 11
bankruptcy protection on September 21, 2010 (Bankr. D. Colo. Case
No. 10-33952).  William A. Richey, Esq., at Weinman & Associates,
P.C., represents the Debtor.  The Debtor estimated assets at
$10 million to $50 million and debts at $1 million to $10 million.


BALL FOUR: Files Schedules of Assets and Liabilities
----------------------------------------------------
Ball Four, Inc., filed with the U.S. Bankruptcy Court for the
District of Colorado its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $14,000,000
  B. Personal Property            $2,220,999
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $3,231,158
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $6,706
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $245,556
                                 -----------      -----------
        TOTAL                    $16,220,990       $3,483,420

Arvada, Colorado-based Ball Four, Inc., filed for Chapter 11
bankruptcy protection on September 21, 2010 (Bankr. D. Colo. Case
No. 10-33952).  William A. Richey, Esq., at Weinman & Associates,
P.C., represents the Debtor.  The Debtor estimated assets at
$10 million to $50 million and debts at $1 million to $10 million.


BE AEROSPACE: Moody's Affirms Ba2 Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service has assigned a Baa2 rating to BE
Aerospace, Inc's proposed $750 million senior secured revolving
credit facility due 2015.  The revolver will be partially drawn at
close to repay the outstanding balance on BE's existing term loan.
Concurrently, Moody's affirmed the company's Corporate Family and
Probability of Default ratings at Ba2, the existing senior
unsecured notes at Ba3 and senior unsecured shelf at (P)Ba3, and
affirmed the Speculative Grade Liquidity rating at SGL-1.  The
rating outlook remains stable.

These ratings/assessments have been assigned:

* $750 million Sr. Secured Revolving Credit Facility, Baa2 (LGD2,
  12%).

These ratings/assessments have been affirmed:

* Corporate Family, Ba2;

* Probability of Default, Ba2;

* $650 million Senior Notes, Ba3 (LGD4, 67%) from Ba3 (LGD4, 66%);

* $600 million 8.5% Senior Notes, Ba3 (LGD4, 67%) from Ba3 (LGD4,
  66%);

* Senior unsecured shelf, (P) Ba3;

* Speculative Grade Liquidity, SGL-1.

These ratings/assessments will be withdrawn following the close of
the proposed transaction:

* $343 million (current outstanding) Sr. Secured Term Loan, Baa2
  (LGD2, 11%);

* $350 million Sr. Secured Revolving Credit Facility, Baa2 (LGD2,
  11%).

                        Ratings Rationale

BE Aerospace's Ba2 Corporate Family Rating recognizes the
company's scale and significant role in the commercial aircraft
industry as the world's largest manufacturer of cabin interiors
for commercial and business aircraft and the leading aftermarket
distributor of aerospace fasteners.  Moody's expect BE to generate
strong cash flow going forward, with free cash flow in excess of
$150 million (for full year 2010) because of this strong market
niche and the record of successful execution.  Good credit metrics
aided by a track record of mid-teens operating margins could be
characteristic of a somewhat higher rating, but the Ba2 rating is
restrained by the inherent cyclicality of the aerospace industry
with the cycle only recently turning more favorably.  Moody's
anticipate that the maintenance, repair, and overhaul of aircraft,
which has been slowed due to capacity cutbacks and inventory
destocking, will pick up in the second half of 2010 into 2011,
benefitting BE Aerospace.  Finally, there is flexibility in the
rating to accommodate likely additional acquisitions as BE further
expands its product base, as witnessed with the company's recent
acquisitions of Satair and TSI Group.

The stable ratings outlook considers the recent increase in
leverage as a result of its new note issuance.  In addition
it recognizes the company's recent margin improvement in both
its consumables and commercial aerospace segments, driven by
operating efficiencies and an improved operating environment.
The outlook also recognizes the company's leading market
position, very-good liquidity profile, the sizeable and growing
backlog of $2.85 billion ($5.5 billion including unbooked
backlog), as well as the return to growth in global revenue
passenger miles flown by airlines and the likely release of
pent up demand for spares due to deferred maintenance, and the
anticipated substantial commercial aircraft production and
delivery growth over the near term.

The outlook or ratings could be upgraded with more clarity on
ultimate use of proceeds of the new issuance and if the company
were able to achieve debt to EBITDA closer to 2.5 times, with
EBITA to Interest approaching 5 times.  While unlikely in the near
term, the ratings or outlook could be lowered if the company's
backlog were to substantially deteriorate or if the company were
to take on additional debt such that debt/EBITDA leverage was over
4.0 time on a sustained basis, or if retained cash flow/debt was
to fall below 15%.

The last rating action for BE Aerospace was on September 14, 2010
when the company's senior secured credit facilities were upgraded
to Baa2 from Baa3, while the company's Ba2 CFR and PDR, Ba3 senior
unsecured notes rating, (P) Ba3 shelf rating, and SGL-1 rating
were affirmed.

BE Aerospace, Inc. is the world's largest manufacturer of
commercial and general aviation cabin interior products and a
major independent distributor of aerospace fasteners.  BE's
products include aircraft seats, equipment for food and beverage
preparation and storage, oxygen delivery systems, a broad line of
aerospace fasteners and certain engineering and design services.
Revenue for the last twelve months through September 30, 2010, was
approximately $2.0 billion.


BERNARD MADOFF: Two Ex-Employees Arrested on Unknown Charges
------------------------------------------------------------
The Associated Press reports that the FBI said Thursday two back
office employees of Bernard Madoff have been arrested on
undisclosed federal charges.  The AP says Joann Crupi was arrested
at her home in Westfield, N.J.  Annette Bongiorno was arrested at
her home in Boca Raton, Fla.

The AP relates authorities previously said Ms. Bongiorno was a
staff supervisor and was responsible for answering questions from
Mr. Madoff's clients about their purported investments.  They
allege she oversaw the fabrication of documents.  The civil
papers, announced in June 2010, sought to recoup $5 million from
the two employees.

The AP says Ms. Crupi was due in Manhattan court Thursday.  Ms.
Bongiorno will have an initial appearance in Florida.

                        About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.

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

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

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

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

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

As of October 29, 2010, a total of US$5.69 billion in claims by
investors has been allowed, with US$741.2 million to be paid by
the Securities Investor Protection Corp.  Investors are expected
to receive additional distributions from money recovered by Mr.
Picard.


BH S&B: Bankruptcy Judge Converts Case to Chapter 7
---------------------------------------------------
Bankruptcy Law360 reports that Judge Martin Glenn of the U.S.
Bankruptcy Court for the Southern District of New York on Tuesday
ordered the Chapter 11 case of BH S&B Holdings LLC to be converted
to a Chapter 7 liquidation at the request of the U.S. trustee, who
said the company was administratively insolvent and incapable of
reorganization.

                           About BH S&B

BH S&B Holdings LLC and seven affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Case No. 08-14604) on Nov. 19, 2008.
BH S&B was formed by investment firms Bay Harbour Management and
York Capital Management to acquire the Steve & Barry's retail
chain for $163 million in August 2008.  Steve and Barry's, based
in Port Washington, New York, was a specialty retailer of apparel
and accessories, selling, among other things, university apparel
and lifestyle brands, private-label casual clothing, and exclusive
celebrity endorsed apparel.

Steve & Barry's had 240 locations when it was bought and the new
owners had planned to cut that down to 173 stores.  BH S&B had
intended to operate certain Steve & Barry's stores as going
concerns and to liquidate inventory at other locations.  Since the
sale closing, however, for various reasons, including the general
health of the American economy and the state of the retail market
in particular, sales at all stores have been disappointing, and BH
S&B's revenue has suffered.  As a result, BH S&B was not in
compliance with certain covenants under their senior secured
credit facility and had no prospects for continued financing of
their business as a going concern.  In consultation with its
lenders, BH S&B decided the appropriate course of action to
maximize value for the benefit of all of its stakeholders was an
orderly liquidation in Chapter 11.

Bay Harbour Management is an SEC registered investment advisor
with significant experience in purchasing distressed companies
and effectuating their turnaround.  The firm's holdings have
included the retailer Barneys New York, the facilities based CLEC
Telcove, and the former Aladdin Casino, now operating on the Las
Vegas strip as the Planet Hollywood Resort and Casino following
its rebranding and turnaround.

York Capital Management is an SEC registered investment advisor
with offices in New York, London, and Hong Kong with more than
$15 billion in assets under management.  York Capital was founded
in 1991 and specializes in value oriented and event driven equity
and credit investments.

Joel H. Levitin, Esq., and Richard A. Stieglitz, Jr., Esq., at
Cahill Gordon & Reindel LLP, in New York, serve as bankruptcy
counsel to BH S&B and its seven affiliates.  RAS Management
Advisors LLC acts as restructuring advisors, and Kurtzman
Carson Consultants LLC is the claims and notice agent.

                     About Steve & Barry's

Steve & Barry's LLC, and 63 affiliates filed separate voluntary
petitions under Chapter 11 (Bankr. S.D.N.Y. Case No. 08-12579)
on July 9, 2008, and were represented by Lori R. Fife, Esq.,
and Shai Waisman, Esq., at Weil, Gotshal & Manges, LLP.

Pursuant to a Purchase Agreement with Bay Horbor and York Capital,
the retail chain was sold for $163 million.  Lead Debtor Steve &
Barry's Manhattan LLC (Bankr. S.D.N.Y. Case No. 08-12579) changed
its name to Stone Barn Manhattan LLC, and parent company Steve &
Barry's LLC (Bankr. S.D.N.Y. Case No. 08-12615) is now known as
Steel Bolt LLC.  Steve & Barry's LLC disclosed $693,492,000 in
total assets and $638,086,000 in total debts in its Chapter 11
petition.


BLOCKBUSTER INC: Korn/Ferry Named CEO Search Consultant
-------------------------------------------------------
U.S. Bankruptcy Judge Burton Lifland authorized the Debtors to
employ Korn/Ferry International as their executive search
consultant in connection with their search for a new chief
executive officer.

Pursuant to the terms of the parties' Engagement Letter,
Korn/Ferry's compensation will be equal to a fixed fee of
$400,000, with the first $100,000 due upon the commencement of the
assignment and the remaining $300,000 due and payable in one
installment within 30 days of the successful completion date on
which a final, binding employment agreement in writing is entered
into between the Debtors and the New CEO candidate, provided that
if any internal candidate from within Blockbuster Inc.'s current
management or any external candidate identified from a major
studio is named CEO or if the agreement is terminated before the
Successful Completion Date, Korn/Ferry has agreed to forfeit the
Final Payment.

Judge Lifland directed that either the attorneys representing the
Debtors, or a member of the search committee of Blockbuster's
Board of Directors will provide weekly confidential updates to the
attorneys representing the Official Committee of Unsecured
Creditors regarding the status of the New CEO search being
conducted by the Search Committee.

Prior to the final selection of a New CEO, the chair of the Search
Committee will consult with the Creditors Committee and provide
the Creditors Committee with an opportunity to meet with or
interview one or more finalists for the position of New CEO.

                       About Blockbuster Inc.

Based in Dallas, Texas, Blockbuster Inc. (Pink Sheets: BLOKA,
BLOKB) -- http://www.blockbuster.com/-- is a global provider of
rental and retail movie and game entertainment.  It has a library
of more than 125,000 movie and game titles.  Blockbuster said it
had assets of $1,017,035,832 and debts of $1,464,939,759 as of
August 1, 2010.

Blockbuster Inc. and 12 U.S. affiliates initiated Chapter 11
bankruptcy proceedings with a pre-arranged reorganization plan
in Manhattan on September 23, 2010 (Bankr. S.D.N.Y. Case No.
10-14997).

Martin A Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the Debtors.  Rothschild
Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

A steering group of senior secured noteholders is represented by
James P. Seery, Esq., and Paul S. Caruso, Esq., at Sidley Austin
LLP.  U.S. Bank National Association as trustee and collateral
agent for the senior secured notes is represented by David
McCarty, Esq., and Kyle Mathews, Esq., at Sheppard Mullin Richter
& Hampton LLP.  BDO Consulting is the financial advisor for U.S.
Bank.

Lenders led by Wilmington Trust FSB are providing the DIP
financing.  The DIP Agent is represented by Peter Neckles, Esq.
and Alexandra Margolis, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in New York.

The Official Committee of Unsecured Creditors has retained Cooley
LLP as its counsel.

Blockbuster's non-U.S. operations and its domestic and
international franchisees, all of which are legally separate
entities, were not included in the filings and are not parties to
the Chapter 11 proceedings.

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


BLOCKBUSTER INC: Lyme Regis Wants to Compel Icahn to Produce Docs.
------------------------------------------------------------------
Lyme Regis Partners LLC asks the Court to issue an order
Pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure
(i) directing production of documents from Carl Icahn, and
(ii) authorizing the issuance of subpoena for a deposition
pursuant to Rule 30(b)(6) of the Federal Rules of Civil Procedure.

Prior to the bankruptcy proceeding, Carl Icahn played a
substantial role in the actions and future of Blockbuster, Inc.,
and its debtor-affiliates, relates Scott A. McMillan, Esq., at The
McMillan Law Firm, APC, in La Mesa, California.

On November 11, 2004, Mr. Icahn began to buy equity in
Blockbuster.  He was eventually elected to the Debtor's board of
directors.  On November 16, 2005, he purchased $35 million of
preferred stock and participated in the attempted acquisition of
Circuit City in the second quarter of 2008, and then, purportedly
in July 2008, he stated his participation in the acquisition of
Movielink, Mr. McMillan says.

On October 1, 2009, Blockbuster issued the 2014 Secured Notes that
comprise the substantial body of secured debt it owed.
Ostensibly, Mr. Icahn participated in the Debtor's decision to
issue that stock.  He resigned from the Board in January 2010.

Beginning March 30, 2010, Mr. Icahn divested his stock in
Blockbuster, eventually ceasing to be the beneficial owner of 5%
of the common stock, Mr. McMillan relates.  On July 16, 2010, Mr.
Icahn received a semi-annual retainer payment of $4,965.

On the Petition Date, Blockbuster filed an 8-K form with the U.S.
Securities and Exchange Commission disclosing certain financial
projections.  Additionally, it was disclosed that certain
material, insider information was shared with certain secured note
holders under confidentiality agreements.

Mr. McMillan tells the Court that it is believed that Mr. Icahn
may have been disclosed the insider information due to (i) his
ongoing relationship with the Debtors, (ii) his ownership of
Blockbuster 11.75% senior secured notes due 2010, and (iii) the
fact he and his entities were planning to provide DIP financing to
the Debtors.

Hence, Lyme Regis asks the Court for leave to examine Mr. Icahn
and any knowledgeable representative of the bankruptcy estates as
to these matters:

  (a) the circumstances surrounding Mr. Icahn's purchase and
      sale of Secured Notes from the Debtors between October
      2009 and present;

  (b) the circumstances surrounding the confidential, material,
      insider information disclosures under the confidentiality
      agreements, including Mr. Icahn's involvement, knowledge,
      and possession of the disclosed information;

  (c) the circumstances surrounding, and as identified, in the
      Board of Directors Indemnity Agreement Contract Start
      Date: 05/13/2005, as reflected in the Debtors' Schedule G
      -- Executory Contracts and Unexpired Leases;

  (d) the past and present relationship Mr. Icahn has with Weil,
      Gotshal, and Manges LLP, the Debtors' counsel;

  (e) the circumstances, identification, and knowledge,
      including written trade orders, trade confirmations and
      brokerage account statements, with respect to Debtor's
      Secured Notes pertaining to Mr. Icahn and any entity of
      which he has or had, direct or indirect beneficial
      ownership; and

  (f) all entities that were active between October 1, 2009, and
      present, including entities which may be presently
      inactive, and each of the listed entities' involvement,
      identification and knowledge with respect to Debtors
      Secured Notes.

Lyme Regis anticipates that after having reviewed the sought
documents and obtained the testimony of Mr. Icahn and the Debtor's
designee, Lyme Regis will seek the production of additional
documents from third parties and the testimony of additional
witnesses.  Lyme Regis says that should that be the case, it will
either obtain the documents and testimony pursuant to informal
arrangements with parties or will seek a further Court order.

Mr. McMillan contends that Mr. Icahn is a proper subject of a Rule
2004 examination as he has relationship with the Debtors and
possesses the knowledge of the Debtors' acts, conduct, liabilities
and financial condition, which relate to the present Bankruptcy
proceeding.

Mr. Icahn is also believed to be a significant influence on the
Debtors, even after resigning from the Board, and continuing into
the present, by way of his stature in the investment community and
the public company community at large, Mr. McMillan further
contends.  He insists that Mr. Icahn's capability to provide debt
financing for the Debtors arguably established long lasting
influence over their management team.

The Court will convene a hearing to consider the request on
December 16, 2010.  Objections are due on December 9.

                       About Blockbuster Inc.

Based in Dallas, Texas, Blockbuster Inc. (Pink Sheets: BLOKA,
BLOKB) -- http://www.blockbuster.com/-- is a global provider of
rental and retail movie and game entertainment.  It has a library
of more than 125,000 movie and game titles.  Blockbuster said it
had assets of $1,017,035,832 and debts of $1,464,939,759 as of
August 1, 2010.

Blockbuster Inc. and 12 U.S. affiliates initiated Chapter 11
bankruptcy proceedings with a pre-arranged reorganization plan
in Manhattan on September 23, 2010 (Bankr. S.D.N.Y. Case No.
10-14997).

Martin A Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the Debtors.  Rothschild
Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

A steering group of senior secured noteholders is represented by
James P. Seery, Esq., and Paul S. Caruso, Esq., at Sidley Austin
LLP.  U.S. Bank National Association as trustee and collateral
agent for the senior secured notes is represented by David
McCarty, Esq., and Kyle Mathews, Esq., at Sheppard Mullin Richter
& Hampton LLP.  BDO Consulting is the financial advisor for U.S.
Bank.

Lenders led by Wilmington Trust FSB are providing the DIP
financing.  The DIP Agent is represented by Peter Neckles, Esq.
and Alexandra Margolis, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in New York.

The Official Committee of Unsecured Creditors has retained Cooley
LLP as its counsel.

Blockbuster's non-U.S. operations and its domestic and
international franchisees, all of which are legally separate
entities, were not included in the filings and are not parties to
the Chapter 11 proceedings.

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


BLOCKBUSTER INC: Proposes to Hire 3 Real Estate Counsel
-------------------------------------------------------
Blockbuster Inc. and its units seek the Bankruptcy Court's
authority to employ three law firms as their special counsel with
respect to real estate matters, nunc pro tunc to the Petition
Date:

  (1) Bloodworth Carroll, P.C.;
  (2) Ray & Glick, Ltd.; and
  (3) Chaiken Legal Group, P.C.

While the Debtors seek to employ three law firms as special
counsel for real estate matters, the services rendered by each
firm are and will be complementary, and not duplicative in any
manner with the services to be performed by any other party
retained by the Debtors in the Chapter 11 cases, Stephen Karotkin,
Esq., at Weil, Gotshal & Manges LLP, in New York, tells the Court.
He asserts that none of the Firms' services involves the conduct
of the Chapter 11 cases.

The Firms' services are necessary to enable the Debtors to manage
issues and complete transactions that may arise in connection with
the Debtors' extensive commercial lease portfolio, Mr. Karotkin
contends.

Prior to the Petition Date, Bloodworth actively represented the
Debtors and their affiliates with regard to commercial leasing
transactions, Mr. Karotkin informs the Court.  He also reveals
that R&G and CLG provided extensive legal advice and services to
the Debtors relating to leasing and real estate matters.

Bloodworth is recently involved in the preparation and negotiation
of more than 300 real estate amendments in connection with
Blockbuster's strategic plan to reduce its rental obligations, he
adds.  R&G is currently involved in certain matters that were
initiated prepetition, namely 30 pending lease modification
transactions and 13 pending sale-leaseback transactions.  CLG is
also currently involved in certain transactions that were
initiated prepetition.

Under their current billing arrangement with Blockbuster, the
three Firms receive compensation from the Debtors based on the
outcome of each individual matter the Firms have undertaken.  The
Firms will also be reimbursed of their necessary expenses.

Bloodworth and CLG are paid a flat fee upon completion of each
"successful transaction," which is defined as the completion of
negotiations with the opposing party and the submission of
execution counterparts of the underlying documentation to
Blockbuster.  For lease amendments, Bloodworth and CLG are paid a
flat fee of $1,250 per successful transaction.

In the event a transaction is "unsuccessful," Bloodworth is paid
for actual fees and expenses incurred as of the date of billing,
based on these hourly billing rates:

      Professional             Rate
      ------------             ----
      Laurie A. Carroll        $450
      Thomas L. Bloodworth     $450

In the event documentation is not submitted to Blockbuster and a
transaction is "unsuccessful," CLG is paid on the basis of actual
fees and expenses incurred based on these hourly rates:

      Professional             Rate
      ------------             ----
      Michael Chaiken          $300
      Other Associates         $250

For transactions with respect to which R&G receives written
direction to prepare documentation, and prepares the
documentation, but Blockbuster elects not to proceed to execution,
R&G receives a flat fee upon Blockbuster's election not to
proceed.  For lease amendments, R&G is paid a flat fee of $1,250.
For purchase and sale agreements, R&G is paid a flat fee of
$7,500, which fee is normally paid out of the sale proceeds.

Laurie A. Carroll, Esq., a shareholder of Bloodworth, Steven J.
Marcus, Esq., a shareholder of R&G, and Michael J. Chaiken, Esq.,
a shareholder of CLG, assure Judge Burton Lifland that the Firms
do not represent or hold any interest adverse to the Debtors or
their bankruptcy estates with respect to the matters as to which
the Firms are to be employed under Section 327 of the Bankruptcy
Code.

A hearing will be held on November 24, 2010, to consider the
applications.  Objections are due on November 16.

                       About Blockbuster Inc.

Based in Dallas, Texas, Blockbuster Inc. (Pink Sheets: BLOKA,
BLOKB) -- http://www.blockbuster.com/-- is a global provider of
rental and retail movie and game entertainment.  It has a library
of more than 125,000 movie and game titles.  Blockbuster said it
had assets of $1,017,035,832 and debts of $1,464,939,759 as of
August 1, 2010.

Blockbuster Inc. and 12 U.S. affiliates initiated Chapter 11
bankruptcy proceedings with a pre-arranged reorganization plan
in Manhattan on September 23, 2010 (Bankr. S.D.N.Y. Case No.
10-14997).

Martin A Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the Debtors.  Rothschild
Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

A steering group of senior secured noteholders is represented by
James P. Seery, Esq., and Paul S. Caruso, Esq., at Sidley Austin
LLP.  U.S. Bank National Association as trustee and collateral
agent for the senior secured notes is represented by David
McCarty, Esq., and Kyle Mathews, Esq., at Sheppard Mullin Richter
& Hampton LLP.  BDO Consulting is the financial advisor for U.S.
Bank.

Lenders led by Wilmington Trust FSB are providing the DIP
financing.  The DIP Agent is represented by Peter Neckles, Esq.
and Alexandra Margolis, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in New York.

The Official Committee of Unsecured Creditors has retained Cooley
LLP as its counsel.

Blockbuster's non-U.S. operations and its domestic and
international franchisees, all of which are legally separate
entities, were not included in the filings and are not parties to
the Chapter 11 proceedings.

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


BLOCKBUSTER INC: Proposes RRG & DJM as Consultants
--------------------------------------------------
Blockbuster Inc. and its units seek the Bankruptcy Court's
permission to employ DJM Realty Services, LLC, and Retail Regroup
Inc., doing business as Retail Resource Group, to provide
necessary consulting and advisory services with respect to the
potential restructuring of certain of their leasehold interests.

Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New
York, informs the Court that the Debtors and RRG have entered into
that certain Representation Agreement, dated November 8, 2010.  On
the same date, the Debtors also entered into that certain
Agreement for Services with DJM.

The Debtors submit that each of the Firms have extensive
experience in the field of retail real estate and are familiar
with the needs of distressed companies, to negotiate more
favorable terms and other beneficial concessions with landlords
under the Leases.

As consultants and pursuant to the Agreements, RRG and DJM will:

  (1) on Blockbuster Inc.'s behalf and in accordance with the
      goals and parameters established by Blockbuster, negotiate
      more favorable lease terms with landlords under the Leases
      and waivers or reductions of any amounts payable to cure a
      default upon assumption of a lease pursuant to Section
      365(b)(1)(A) of the Bankruptcy Code.  Blockbuster retains
      complete discretion to accept or reject any proposed lease
      modification or other leasehold concession;

  (2) report periodically to Blockbuster regarding the status of
      negotiations; and

  (3) work with Blockbuster and its counsel to document
      accurately all rent reductions, lease term modifications,
      and other leasehold concessions, including reviewing
      documents and assisting in resolving any problems that may
      arise.

Pursuant to the Agreements, the term of RRG's and DJM's engagement
will be 12 months from the date of the Court's entry of an order
approving the applications -- the effective date.  At
RRG and DJM will be compensated for their services in accordance
with the terms of the Agreements, and reimbursed for the
reasonable out-of-pocket expenses they incur, to the extent
approved by Blockbuster in advance and in writing.

The Debtors have agreed to compensate RRG and DJM with these fees:

  (a) Subject to a transaction fee cap of $10,000, for the first
      25% of the Leases, the lease modification fee, to the
      extent payable under the Agreements, will be the greater
      of $2,500, or 5% of:

      * the difference between the base or minimum rent payable
        for the remaining term of the Lease before the execution
        of the applicable lease modification agreement, and the
        base or minimum rent payable for the remaining term of
        the Lease after the execution of the applicable Lease
        Modification Agreement; less

      * any payments made to the landlord or any other party in
        connection with the Lease Modification Agreement;

  (b) Subject to the Transaction Fee Cap, once a Transaction Fee
      has been earned by the Firm for 25% of the Leases, the
      Transaction Fee for each subsequent Lease Modification
      Agreement relating to a Lease will increase to the greater
      of $3,500, or 5% of the Modification Rent Savings.  In the
      event that the Modification Rent Savings for a particular
      Lease Modification Agreement executed after the 25%
      Disposition Threshold is met is less than $25,000, then
      the Transaction Fee for the Lease Modification Agreement
      will be $2,500;

  (c) Subject to the Transaction Fee Cap, once a Transaction Fee
      has been earned by the Firm for 75% of the Leases, the
      Transaction Fee for each subsequent Lease Modification
      Agreement relating to a Lease will increase to the greater
      of $4,500, or 5% of the Modification Rent Savings.  In the
      event that the Modification Rent Savings for a particular
      Lease Modification Agreement executed after the 75%
      Disposition Threshold is met is less than $25,000, then
      the Transaction Fee for the Lease Modification Agreement
      will be $2,500;

  (d) Subject to the Transaction Fee Cap, these additional
      incentives will apply to Lease Modification Agreements
      that do not relate to Leases for "bubble stores," as
      designated by Blockbuster:

      * For each Lease Modification Agreement that adds a
        termination or "kick-out" right in favor of Blockbuster,
        where no termination or "kick-out" right previously
        existed under the Lease, or adds a termination or
        "kick-out" right in favor of Blockbuster that, in
        Blockbuster's reasonable discretion, is more favorable
        than the termination or "kick-out" right existing under
        the Lease, then the Transaction Fee for the Lease
        Modification Agreement will be increased by $500; and

      * For each Lease Modification Agreement that adds an
        option to extend the term of the Lease in favor of
        Blockbuster, where no option or options were
        previously available to Blockbuster under the Lease,
        or adds an option to extend the term of the Lease in
        favor of Blockbuster that, in Blockbuster's
        discretion, is more favorable than the option existing
        under the Lease, the Transaction Fee for the Lease
        Modification Agreement will be increased by $500;

  (e) Subject to the Transaction Fee Cap, an additional
      incentive will apply to all Lease Modification Agreements.
      For each Lease Modification Agreement that contains a
      waiver of outstanding prepetition amounts owed by
      Blockbuster under the applicable Lease, the Transaction
      Fee for the Lease Modification Agreement will be increased
      by 5% of the outstanding prepetition amounts waived;

  (f) The Firms will be entitled to 180 days following the
      expiration or termination of the Agreements to get an
      appropriate Lease Modification Agreement fully executed
      for any Leases with active, pending landlord negotiations;
      and

  (g) A Transaction Fee will not be earned by RRG of DJM until
      the later of the full and complete execution of the
      applicable Lease Modification Agreement by all parties,
      and the date of the Court's entry of an order approving
      the assumption of the applicable Lease as amended.

On the Effective Date, Blockbuster will pay each of the Firms
a $150,000 non-refundable retainer.  The first $150,000 in
Transaction Fees and Assigned Lease Transaction Fees earned by
the Firms will be applied to and offset against the Retainer,
provided that the Firms comply with the invoicing and timing of
payment provisions set forth in the Agreements.

Pursuant to the Representation Agreement and subject to the
approval of the Court, the Debtors have agreed to indemnify and
hold RRG and DJM harmless from all liability, losses, costs,
obligations, expenses, judgments, damages, claims and demands of
any kind whatsoever arising out of Blockbuster's material breach
of its obligations under the Agreements, other than claims arising
as the sole result of the Firm's gross negligence or willful
misconduct.

The Firms agree to reciprocally indemnify the Debtors from all
liability, losses, costs, obligations, expenses, judgments,
damages, claims and demands of any kind whatsoever in connection
with the Firms' engagement, any act of the Firms or their agents
and employees beyond the scope of their authority under the
Agreements, and the Firms' material breach of their obligations
under the Agreements.

Mark Wheeler, director and founding principal of RRG, and Edward
P. Zimmer, senior managing director of DJM, assure Judge Burton
Lifland that the Firms are "disinterested persons" as that term is
defined in Section 101(14) of the Bankruptcy Code and as required
under Section 327(a) of the Bankruptcy Code.

The Court will convene a hearing on November 24, 2010, to consider
the applications.  Objections are due on November 16.

                       About Blockbuster Inc.

Based in Dallas, Texas, Blockbuster Inc. (Pink Sheets: BLOKA,
BLOKB) -- http://www.blockbuster.com/-- is a global provider of
rental and retail movie and game entertainment.  It has a library
of more than 125,000 movie and game titles.  Blockbuster said it
had assets of $1,017,035,832 and debts of $1,464,939,759 as of
August 1, 2010.

Blockbuster Inc. and 12 U.S. affiliates initiated Chapter 11
bankruptcy proceedings with a pre-arranged reorganization plan
in Manhattan on September 23, 2010 (Bankr. S.D.N.Y. Case No.
10-14997).

Martin A Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the Debtors.  Rothschild
Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

A steering group of senior secured noteholders is represented by
James P. Seery, Esq., and Paul S. Caruso, Esq., at Sidley Austin
LLP.  U.S. Bank National Association as trustee and collateral
agent for the senior secured notes is represented by David
McCarty, Esq., and Kyle Mathews, Esq., at Sheppard Mullin Richter
& Hampton LLP.  BDO Consulting is the financial advisor for U.S.
Bank.

Lenders led by Wilmington Trust FSB are providing the DIP
financing.  The DIP Agent is represented by Peter Neckles, Esq.
and Alexandra Margolis, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in New York.

The Official Committee of Unsecured Creditors has retained Cooley
LLP as its counsel.

Blockbuster's non-U.S. operations and its domestic and
international franchisees, all of which are legally separate
entities, were not included in the filings and are not parties to
the Chapter 11 proceedings.

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


BROADCAST INTERNATIONAL: Posts $5.5 Million Net Loss in Q3 2010
---------------------------------------------------------------
Broadcast International, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $5.5 million on $1.9 million of
revenue for the three months ended September 30, 2010, compared
with a net loss of $3.8 million on $806,398 of revenue for the
same period ended September 30, 2009.

The Company's balance sheet as of September 30, 2010, showed
$7.3 million in total assets, $25.3 million in total liabilities,
and a stockholders' deficit of $18.0 million.

HJ & Associates LLC, in Salt Lake City, expressed substantial
doubt about the Company's ability to continue as a going concern,
after auditing the Company's financial statements for the year
2009.  The independent auditors noted that the Company has
incurred recurring losses from operations and has a deficit in
stockholders' equity and working capital.

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

               http://researcharchives.com/t/s?6eee

Based in Salt Lake City, Broadcast International, Inc. installs,
manages and supports private communication networks for large
organizations that have widely-dispersed locations or operations.
The Company owns CodecSys, a video compression technology to
convert video content into a digital data stream for transmission
over satellite, cable, Internet, or wireless networks, as well as
offers audio and video production services.  The Company's
enterprise clients use its networks to deliver training programs,
product announcements, entertainment, and other communications to
their employees and customers.


BRUGNARA PROPERTIES: Files Schedules of Assets and Liabilities
--------------------------------------------------------------
Brugnara Properties VI, 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               $17,800,000
  B. Personal Property                    $0
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $11,666,750
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                            $1,000
                                 -----------      -----------
        TOTAL                    $17,800,000       $11,667,750

San Francisco, California-based Brugnara Properties VI filed for
Chapter 11 bankruptcy protection on September 17, 2010 (Bankr.
N.D. Calif. Case No. 10-33637).  Joel K. Belway, Esq., in San
Francisco, California, assists the Debtor in its restructuring
effort.  The Debtor estimated its assets and debts at $10 million
to $50 million as of the Petition Date.


CAPITAL GROWTH: Earns $17.3 Million in September 30 Quarter
-----------------------------------------------------------
Capital Growth Systems, Inc., filed its quarterly report on Form
10-Q, reporting net income $17.3 million on $13.9 million of
revenue for the three months ended September 30, 2010, compared
with net income of $2.1 million on $16.5 million of revenue for
the same period last year.

The Company's balance sheet at September 30, 2010, showed
$29.4 million in total assets, $58.6 million in total liabilities,
and a stockholders' deficit of $29.2 million.

The Company has obtained and the Bankruptcy Court has approved
debtor-in possession financing of up to $10.25 million, of which
$9.25 million was funded on August 2, 2010.

Prior to seeking Chapter 11 protection, Capital Growth Systems,
Inc., and its domestic subsidiaries signed with the holders of
junior debentures on the terms of a plan for the Debtors' exit out
of bankruptcy.

The Plan Support and Restructuring Agreement provides for among
other things the right of the Junior Debenture Holders to credit
bid for the purchase of the Debtors' assets all or some of the
liens and pre-petition amounts due under the Debentures including
accrued Original Issue Discount (OID) and Tranche B amounts under
the DIP Facility plus accrued interest.

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

               http://researcharchives.com/t/s?6ed7

                   About Capital Growth Systems

Headquartered in Chicago, Illinois, Capital Growth Systems, Inc.,
known as Global Capacity, and its subsidiaries operate in one
reportable segment as a single source telecom logistics provider
in North America and the European Union.  The Company helps
customers improve efficiency, reduce cost, and simplify operations
of their complex global networks -- with a particular focus on
access networks.

Capital Growth Systems and eight wholly owned subsidiaries filed
for Chapter 11 protection on July 23, 2010.  The lead debtor is
Global Capacity Holdco LLC (Bankr. D. Del. Case No. 10-12302).
Global Capacity Group Inc. estimated $10 million to $50 million in
assets and debts in its petition.

At June 30, 2010, Capital Growth Systems and its subsidiaries'
consolidated balance sheet showed total assets of $25.5 million,
total liabilities of $72.0 million, and a stockholders' deficit of
$46.5 million.


CB HOLDING: Files for Chapter 11; Plans Sale of All Assets
----------------------------------------------------------
CB Holdings Corp. and its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 10-13683) in Wilmington,
Delaware, on November 17, 2010.

The Company said in a statement it intends to use the
reorganization process to provide for an orderly sale of its
ongoing business operations.  The Company filed a motion seeking
approval of $2.5 million of debtor-in-possession financing from
Ally Commercial Finance LLC to fund its continuing operations.

                         Closed Locations

The Company currently operates 20 Charlie Brown's Steakhouse,
12 Bugaboo Creek Steak House and seven The Office Beer Bar & Grill
restaurant locations along the Eastern Seaboard.  In order to
preserve liquidity in a challenging economic environment, the
Company this week closed a total of 29 Charlie Brown's Steakhouse
locations and 18 Bugaboo Creek Steak Houses.

All 39 of the Company's ongoing restaurants are open for business
as usual.  All group and individual reservations and, subject to
Bankruptcy Court approval, gift card redemptions at these
locations are being honored as usual. It is expected that, also
subject to Bankruptcy Court approval, the Company's loyalty
programs and all other customer programs and policies at these
locations will remain in effect.

"We are grateful for the longstanding, loyal support of our
customers, who in many instances include several generations of
the same family," said Craig Godfrey, Executive Vice President of
Operations for CB Holding Corp.  "Although we, like so many other
businesses, have had to face significant challenges in the current
economic environment, we are open for business at 39 locations and
are firmly committed to continuing to provide great food,
exceptional value and friendly service to each and every customer
served."

Mr. Godfrey continued, "We thank our employees at the recently
closed locations who have helped to deliver a great dining
experience for all the customers they have served. Our company
plans to offer employment opportunities, when possible, at other
locations for those employees directly impacted by these
closings."

                        Road to Bankruptcy

The Debtors said in a court filing that a variety of external
factors have led to a decline in the Debtors' revenue over the
last several years, at the same time that costs have increased.
For instance, the restaurant industry has grown more competitive,
the fast-food industry has improved their product offerings and
increased its market share to the detriment of casual dining
restaurants, such as the Debtors, and consumers have changed their
ordering habits.  In addition, the "Great Recession" has led to a
decline in discretionary spending among the Debtors' former and
current customers, and fewer families are frequenting restaurants
while food and labor costs have increased, compounding the
Debtors' distress.

Accordingly, for some time, the Debtors have been in discussions
with their lenders and other parties regarding a financial
restructuring, and they have entered into several amendments to
their various credit and related facilities, but the Debtors' need
for additional liquidity has not been resolved, and the economy
has not improved.  At this time, the only party willing to provide
the Debtors with any funding is Ally Commercial Finance LLC, which
has informed the Debtors that it is only willing to do so as a DIP
loan in Chapter 11 cases where the Debtors market their assets in
anticipation of a global asset sale.

The Debtors owe $70 million on a secured credit facility provided
by Ally and other lenders prepetition.  It also owes $14 million
to Timaran Fund II, LLC, and other parties pursuant to senior
subordinated second lien notes issued prepetition.  The Debtors
also had $30 million of unsecured mezzanine debt obligations.

                        First Day Motions

The Debtors have entered into a DIP arrangement with Ally, and
along with other first-day motions designed to ensure a smooth
transition into Chapter 11, the Debtors have filed a motion to
approve a DIP financing arrangement.

The Debtors also said they are filing a motion to attempt to
sell substantially all of their assets expeditiously pursuant to
11 U.S.C. Sec. 363.

Hearings on the First Day Motions were scheduled for November 18
and 19, 2010, 1:00 PM (EST), at Market Street, 5th Floor,
Courtroom No. 5, in Wilmington, Delaware.

                         About CB Holdings

CB Holding Corp. owns the Charlie Brown's Steakhouse, Bugaboo
Creek Steak House and The Office Beer Bar & Grill restaurants.

Originally serving New Jersey with over 40 years of experience,
Charlie Brown's Steakhouse offers prime rib, delicious steaks,
unlimited Farmer's Market Salad Bar and so much more. The Company
philosophy is to provide great food, exceptional value and
friendly service to each and every customer served. The company's
New Jersey roots can be traced to 1966 when the first restaurant
opened in Westfield.

CB Holding Corp. also operates Bugaboo Creek Steak House and The
Office Beer Bar & Grill. With 12 locations located along the
eastern seaboard, Bugaboo Creek Steak House offers delicious
steaks and roasted prime rib in a mountain lodge setting. The
Office Beer Bar & Grill, with seven locations in New Jersey,
features over 60 bottled beers, classic pub appetizers, pizzas,
and seasonal draft beer selections.

The Debtors have 185 full-timed salaried employees and more than
2,200 full-time and part-time hourly employees.

CB Holding estimated assets of $100 million to $500 million and
debts of $50 million to $100 million in its Chapter 11 petition.


CB HOLDING: Case Summary & 25 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: CB Holding Corp.
          aka Jolley Trolley
              The Office
              The Office and Jolley Trolley
              The Office Beer Bar and Grill
              Charlie Brown's
              Charlie Brown's Steakhouse
              Bugaboo
              Bugaboo Creek
              Bugaboo Creek Steakhouse
        c/o Trimaran Capital Partners, L.L.C.
        622Third Avenue, 33rd Floor
        New York, NY 10017

Bankruptcy Case No.: 10-13683

Chapter 11 Petition Date: November 17, 2010

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

About CB Holding: CB Holding Corp. owns the Charlie Brown's
                  Steakhouse, Bugaboo Creek Steak House and The
                  Office Beer Bar & Grill restaurants.

Debtor's
Local Counsel:    Christopher M. Samis, Esq.
                  Mark D. Collins, Esq.
                  RICHARDS, LAYTON & FINGER, P.A.
                  One Rodney Square
                  920 North King Street
                  Wilmington, DE 19801
                  Tel: (302) 651-7700
                  Fax: (302) 651-7701
                  E-mail: samis@rlf.com
                          collins@rlf.com

Proposed
Legal Counsel     Joel H. Levitin, Esq.
                  Richard A. Stieglitz, Jr., Esq.
                  Maya Peleg, Esq.
                  CAHILL GORDON & REINDEL LLP
                  Eighty Pine Street
                  New York, NY 10005-1702

Proposed
Financial
Advisor:          Craig M. Boucher
                  CRG PARTNERS GROUP, LLC
                  7625 Wisconsin Ave.
                  Bethesda, MD 20814
                  (703) 338-7130 Cell

Chief
Restructuring
Officer:          Gary Lembo
                  Managing Director
                  CRG PARTNERS GROUP, LLC,

Proposed
Claims
Agent:            GARDEN CITY GROUP

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

Estimated Debts: $50,000,001 to $100,000,000

The petition was signed by Samuel N. Borgese, president and chief
executive officer.

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                             Case No.
        ------                             --------
Bugaboo Creek Acquisition, LLC             10-13709
Bugaboo Creek Holdings, Inc.               10-13702
Charlie Brown's Acquisition Corp.          10-13693
Charlie Brown's Mark Corp.                 10-13697
Bugaboo Creek of Seekonk, Inc.             10-13701
CB VII, Inc.                               10-13719
CB VIII, Inc.                              10-13724
Charlie Brown North                        10-13704
Charlie Brown's at Clifton, Inc.           10-13707
Charlie Brown's Montclair, Inc.            10-13732
Charlie Brown's of Allentown, L.L.C.       10-13735
Charlie Brown's of Alpha, Inc.             10-13703
Charlie Brown's of Blackwood, L.L.C.       10-13734
Charlie Brown's of Brielle, Inc.           10-13718
Charlie Brown's of Carlstadt, Inc.         10-13728
Charlie Brown's of Chatham, Inc.           10-13756
Charlie Brown's of Denville, Inc.          10-13710
Charlie Brown's of East Windsor, LLC       10-13717
Charlie Brown's of Edison, Inc.            10-13733
Charlie Brown's of Egg Harbor Twp, LLC     10-13765
Charlie Brown's of Franklin, LLC           10-13763
Charlie Brown's of Hackettstown, L.L.C.    10-13706
Charlie Brown's of Hillsborough, Inc.      10-13761
Charlie Brown's of Jackson, LLC            10-13752
Charlie Brown's of Lacey, L.L.C.           10-13760
Charlie Brown's of Lakewood, Inc.          10-13754
Charlie Brown's of Maple Shade, Inc.       10-13757
Charlie Brown's of Matawan, Inc.           10-13739
Charlie Brown's 1981, Inc.                 10-13764
Charlie Brown's of Oradell, Inc.           10-13738
Charlie Brown's of Piscataway, LLC         10-13699
Charlie Brown's of Tinton Falls, Inc.      10-13751
Charlie Brown's of Toms River, LLC         10-13744
Charlie Brown's of Union Township, Inc.    10-13762
Charlie Brown's of Wayne, Inc.             10-13688
Charlie Brown's of West Windsor, Inc.      10-13692
Charlie Brown's of Woodbury, Inc.          10-13714
Charlie Brown's Restaurant Corp.           10-13723
Charlie Brown's Steakhouse Woodbridge, Inc. 10-13742
Charlie Brown's, Inc.                      10-13722
The Office at Bridgewater, Inc.            10-13755
The Office at Cranford, Inc.               10-13700
The Office at Keyport, Inc.                10-13749
The Office at Montclair, Inc.              10-13720
The Office at Morristown, Inc.             10-13689
The Office at Ridgewood, Inc.              10-13691
The Office at Summit, Inc.                 10-13743
What's Your Beef V, Inc.                   10-13750
1820 Central Park Avenue Restaurant Corp.  10-13746
Charlie Brown's of Commack LLC             10-13730
Charlie Brown's of Garden City, LLC        10-13716
Charlie Brown's of Holtsville, LLC         10-13708
Charlie Brown's of Lynbrook LLC            10-13726
Charlie Brown's of Middletown LLC          10-13690
Charlie Brown's of Staten Island, LLC      10-13712
Charlie Brown's of Yorktown, LLC           10-13736
Charlie Brown's Steakhouse Fishkill, Inc.  10-13698
Jonathan Seagull Property Corp.            10-13694
Jonathan Seagull, Inc.                     10-13705
Charlie Brown's of Berwyn, LLC             10-13713
Charlie Brown's of Bloomsburg, LLC         10-13695
Charlie Brown's of Harrisburg, LLC         10-13740
Charlie Brown's of Langhorne, LLC          10-13727
Charlie Brown's of Pennsylvania, Inc.      10-13711
Charlie Brown's of Reading, LLC            10-13731
Charlie Brown's of Scranton, LLC           10-13747
Charlie Brown's of Selinsgrove, LLC        10-13729
Charlie Brown's of Springfield, LLC        10-13758
Charlie Brown's of Trexlertown, LLC        10-13766
Charlie Brown's of Williamsport LLC        10-13696
Charlie Brown's of York, LLC               10-13759

Debtor's List of 25 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Sysco Metro NY                     Trade                $1,953,992
20 Theodore Conrad Drive
Jersey City, NJ 07305

Sysco Boston LLC                   Trade                $1,342,689
380 South Worcester Street
Norton, MA 02766

Sysco Central Pennsylvania         Trade                $1,051,534
3905 Corey Road
Harrisburg, PA 17109

Metromedia Energy, Inc.            Energy Supplier        $475,689
6 Industrial Way
Eatontown, NJ 07724

M. Tucker Co., Inc.                Trade                  $431,897
1200 Madison Avenue
Paterson, NJ 07503

Sysco CT                           Trade                  $424,227
100 Inwood Road
Rocky Hill, CT 06067

Alliance Foodservice Inc.          Trade                  $365,104
12650 East Arapahoe Road
Centennial, CO 80112

Direct Energy Business             Energy Supplier        $316,287
1001 Liberty Avenue
Pittsburgh, PA 15222

Jackson Lewis LLP                  Attorney               $282,985
One North Broadway
White Plains, NY 10601

Oakleaf Waste Management, LLC      Trash Hauler           $247,536

Valassis Direct Mail Inc           Marketing              $241,923

Sysco Atlanta LLC                  Trade                  $237,508

Seashore Fruit & Produce Co.       Trade                  $184,935

P.F.G. - Springfield               Trade                  $181,012

GDF Suez Energy Resources NA       Energy Supplier        $180,692

Costa Fruit & Produce              Trade                  $176,389

Trimark United East                Trade                  $173,517

J. Kings                           Trade                  $170,612

Ace USA                            Insurance Claims       $166,438

Tabloid Graphic Services, Inc.     Trade                  $137,383

Argonaut Insurance Company         Insurance Claims       $133,897

Pocono Produce Company             Trade                  $129,503

Analytical Bio Treatment, Inc.     Maintenance            $127,134

PricewaterhouseCoopers LLP         Tax Accountants        $103,837

Giselle Brown Realty, LLC          Landlord - Rent         $98,494


CENTRAL METAL: Bankruptcy Court Approves Plan of Reorganization
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
confirmed Central Metal, Inc.'s Plan of Reorganization, as
amended.

As reported in the Troubled Company Reporter on August 26, 2010,
under the Plan, all holders of secured claims and priority claims
will be paid in full from the post-confirmation income of the
Debtor.  Holders of general unsecured claims amounting to
$1,000,000 will be paid in four payments, each at $250,000.
Interest holder, Jong Uk Byun will receive no payments under the
Plan.

A full-text copy of the disclosure statement explaining the Plan
is available for free at
http://bankrupt.com/misc/CENTRALMETAL_amendedDS.pdf

                     About Central Metal, Inc.

Huntington Park, California-based Central Metal, Inc., purchases,
processes and sells metals.  The Company claims to be one of the
largest processing companies on the West Coast.

The Company filed for Chapter 11 bankruptcy protection on
January 8, 2010 (Bankr. C.D. Calif. Case No. 10-10642).  Juliet Y.
Oh, Esq., who has an office in Los Angeles, California, represents
the Debtor.  The Company estimated assets and liabilities at
$10 million to $50 million in its Chapter 11 petition.


CHANA TAUB: Husband's 2nd Involuntary Chapter 7 Case Dismissed
--------------------------------------------------------------
Less than a month after the first involuntary petition (Bankr.
E.D.N.Y. Case No. 10-48155) against Simon Taub was dismissed, a
second involuntary Chapter 7 petition (Bankr. E.D.N.Y. Case No.
10-49215) was filed, and the alleged debtor, by way of an order to
show cause, moved to dismiss.  His wife, Chana Taub, the
Petitioning creditor, proceeding pro se, opposed the motion to
dismiss.  The Honorable Elizabeth S. Stong, held that (1Ms. Taub
failed to show that her claim was not subject to a bona fide
dispute as to liability, and (2) Ms. Taub failed to show that her
claim was not subject to a bona fide dispute as to amount.
Accordingly, Judge Stong granted Mr. Taub's motion and and
dismissed the involuntary petition.

WestLaw reports that Ms. Taub failed to show that her claim
against the alleged debtor was not subject to a bona fide dispute
as to liability, and so she did not qualify as a petitioning
creditor under 11 U.S.C. Sec. 303.  Although the petitioning
creditor, a former tenant in one of the alleged debtor's
properties, testified that the alleged debtor was liable to her
for damages from vandalism and theft that he purportedly committed
or arranged, she did not offer documentary evidence in support of
her claim.  Her claim, moreover, had not been reduced to judgment
and had not otherwise been fixed, and she had not commenced an
action against the alleged debtor in another forum to recover
damages for his alleged vandalism and theft.  Any such claims, the
court noted, would be vigorously contested by the alleged debtor.
The petitioning creditor likewise did not support her contention
that the alleged debtor was liable to her for amounts arising out
of her tenancy and the storage of her possessions.  In re Taub, --
- B.R. ----, 2010 WL 4366175 (Bankr. E.D.N.Y.) (Stong, J.).

Dismissal of Ms. Taub's first involuntary petition against Mr.
Taub was covered in the Troubled Company Reporter on Sept. 22,
2010.  The Troubled Company Reporter detailed Judge Stong's five
significant attempts to move Ms. Taub's contentious bankruptcy
case along on April 30, 2010, Sept. 28, 2009, Oct. 5, 2009,
Oct. 15, 2009, and Jan. 11, 2010.

Chana Taub filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No.
08-44210) on July 1, 2008, and is represented by Dennis W. Houdek,
Esq., in Manhattan.


COLONIAL BANCGROUP: Crain Auto Owner in Talks to Buy HQ
-------------------------------------------------------
Russell Hubbard, writing for The Birmingham News, reports that
Larry Crain, of the Crain Automotive Group, one of the largest
automotive dealership chains in Arkansas, said Monday he is in
negotiations to buy Colonial Bancgroup's Montgomery headquarters.

"We plan to lease it out and put it back to productive use,"
Mr. Crain said.

According to Birmingham News, Mr. Crain's interest in Colonial's
properties came to light late last week in a bankruptcy court
filing.  Birmingham News reports court papers said that Mr. Crain
had agreed to purchase the contents of the headquarters for
$110,000.

                  About The Colonial BancGroup

Headquartered in Montgomery, Alabama, The Colonial BancGroup,
Inc., (NYSE: CNB) owned Colonial Bank, N.A, its banking
subsidiary.  Colonial Bank -- http://www.colonialbank.com/--
operated 354 branches in Florida, Alabama, Georgia, Nevada and
Texas with over $26 billion in assets.  On August 14, 2009,
Colonial Bank was seized by regulators and the Federal Deposit
Insurance Corporation was named receiver.  The FDIC sold most of
the assets to Branch Banking and Trust, Winston-Salem, North
Carolina.  BB&T acquired $22 billion in assets and assumed
$20 billion in deposits of the Bank.

The Colonial BancGroup filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Ala. Case No. 09-32303) on August 25, 2009.  W. Clark
Watson, Esq., at Balch & Bingham LLP, and Rufus T. Dorsey IV,
Esq., at Parker Hudson Rainer & Dobbs LLP, assist the Debtor in
its restructuring effort.  In its schedules, the Debtor disclosed
$45 million in total assets and $380 million in total liabilities
as of the Petition Date.


COMMUNICATIONS & POWER: S&P Affirms 'B+' Corp. Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said that it has affirmed
its ratings, including the 'B+' corporate credit rating, on
Communications & Power Industries Inc.  However, S&P revised
the outlook to negative from stable, reflecting the company's
refinancing risk over the next year.

"The ratings on CPI reflect its aggressive financial risk profile,
modest scope of operations, and exposure to some cyclicality and
variability in demand in some of its end markets," said Standard &
Poor's credit analyst Lisa Jenkins.  "The company's solid market
positions (albeit in small niche markets) and good profit margins
somewhat offset these factors.  Credit protection measures remain
appropriate for the ratings, with debt to EBITDA at about 3.2x,
funds from operations to total debt in the mid-teen percentage
area, and EBITDA interest coverage at about 3.9x.  S&P expects
similar or slightly stronger credit measures over the coming year.
S&P characterizes the company's business risk profile as fair and
its financial risk profile as aggressive."

In May 2010, CPI's parent, CPI International Inc., announced that
it had signed a definitive merger agreement with unrated Comtech
Telecommunications Corp. Under the agreement, Comtech was to
purchase CPI in a $472 million cash and stock transaction to be
funded out of Comtech's existing cash and issuance of about
4.4 million shares of Comtech common stock.  The merger agreement
included a $15 million termination fee.  In September 2010, CPI
announced that it had terminated its agreement with ComTech.

The outlook is negative.  "S&P could lower the ratings if CPI
fails to repay or refinance its 8% notes by Aug. 1, 2011, thereby
causing an acceleration in the maturity date of its credit
facility," Ms.  Jenkins continued.  "S&P could also lower the
ratings before then if S&P conclude that CPI will likely not be
able to refinance the notes.  If CPI successfully deals with this
refinancing risk, S&P is likely to revise the outlook back to
stable."


CONTECH CONSTRUCTION: S&P Raises Corporate Credit Rating to 'B-'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Contech Construction Products Inc. to 'B-' from 'SD'
(selective default).  At the same time, S&P raised the issue-level
rating on the company's senior secured credit facilities due
January 2013 to 'B' (one notch higher than the corporate credit
rating) from 'CCC+'.  The recovery rating is '2', which indicates
S&P's expectation of substantial (70% to 90%) recovery in the
event of a payment default, albeit at the low end of this range.
The rating outlook is stable.

This action comes as the company completed restructuring
activities that resulted in a reduction of balance-sheet debt of
about $240 million.  The restructuring included the conversion of
approximately $240 million of mezzanine debt into equity and the
amendment of senior secured credit facility to provide more
flexibility under covenants.

The rating actions reflect the completion of Contech's
balance-sheet restructuring and the reduction of approximately
$240 million of debt.  However, despite this reduction in debt,
Contech remains highly leveraged, with about $475 million in
reported debt and adjusted leverage above 7x.  In addition, the
company faces significant maturities in January 2013 when its
senior secured bank credit facility matures.  The rating also
takes into account the limited covenants that now govern the
senior secured bank credit facilities through maturity in 2013.
In addition, S&P expects the company to maintain adequate
liquidity and show an improvement in both operating performance
and credit measures over the next 12 months and keep credit
metrics at a level S&P would consider to be acceptable for the
rating.

"The 'B-' rating reflects what S&P considers to the combination of
Contech's weak business risk profile, influenced by its exposure
to cyclical construction markets, its narrow product offering
dedicated primarily to site development work, its exposure to
volatile steel costs, and its highly leveraged financial risk
profile," said Standard & Poor's credit analyst Thomas Nadramia.

Contech manufactures and distributes pipes and other
infrastructure-related products such as steel pedestrian bridges
and corrugated steel and plastic pipe, and soil retention and
erosion control products used in commercial, residential, and
public infrastructure projects.


CRAIG EDMOND: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Craig Allen Edmond
                 dba Edmond Jarrett LLC
                 dba Cheat River Land Company LLC
                fdba Kydan LLC
                 dba Creative Investments LLC
                 dba Edmond O'Hara LLC
                 dba Dreamland Development LLC dba Pleasant Day
                      Schools
                 dba Pinebrook Limited Liability Company
               Janet Marie Edmond
                 dba Kydan Enterprises LLC
               P.O. Box 568
               Dellslow, WV 26531

Bankruptcy Case No.: 10-02390

Chapter 11 Petition Date: November 15, 2010

Court: United States Bankruptcy Court
       Northern District of West Virginia (Clarksburg)

Judge: Patrick M. Flatley

Debtor's Counsel: John F. Wiley, Esq.
                  J. FREDERICK WILEY, PLLC
                  180 Chancery Row
                  Morgantown, WV 26505
                  Tel: (304) 906-7929
                  Fax: (304) 296-6761
                  E-mail: JohnFWiley@aol.com

Scheduled Assets: $1,203,200

Scheduled Debts: $4,636,010

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/wvnb10-02390.pdf


DARLING INTERNATIONAL: Moody's Assigns 'Ba3' Corp. Family Rating
----------------------------------------------------------------
Moody's Investors Service assigned Ba3 corporate family and
probability of default ratings to Darling International, Inc.,
a Ba2 rating to the $625 million of senior secured credit
facilities, and a (P)B2 rating to the $250 million of senior
unsecured notes.  At the same time, Moody's issued a speculative
grade liquidity rating of SGL-2.  Proceeds from the debt,
including $175 million drawn under the revolving credit facility,
the $300 million term loan, and the $250 million of notes
alongside $100 million in equity and $60 million in cash, will be
used to finance the acquisition of Griffin Industries for a total
purchase price of approximately $840 million or about 6.5 times
EBITDA.  The rating outlook is stable.  This is the first time
Moody's has rated the debt obligations of Darling.

The (P)B2 rating on the senior unsecured notes is subject to
review of final documentation.

These ratings were assigned:

Darling International, Inc.:

* Corporate Family Rating at Ba3;

* Probability of Default Rating at Ba3;

* $325 million revolving credit facility due 2015 at Ba2 (LGD3,
  33%);

* $300 million senior secured term loan B due 2016 at Ba2 (LGD3,
  33%);

* $250 million senior unsecured notes due 2018 at (P)B2 (LGD5,
  86%);

* Speculative Grade Liquidity Rating at SGL-2;

The outlook is stable.

                        Ratings Rationale

The Ba3 corporate family rating reflects Darling's attractive
profitability and cash flow operating performance despite
volatility from commodity prices and fluctuations in raw material,
significant scale in rendering and recycling for the food
industry, and its critical role in the waste handling process.
End products are in mostly mature markets (pet food, animal feed,
and fertilizer) and modest growth is expected.  Opportunities for
growth will be greater in bio-fuels, a small portion of Darling's
revenues.  The acquisition of Griffin Industries about doubles
Darling's revenues and EBITDA and improves the company's scale and
raw material diversification.  Synergies are likely to include
better route efficiency and some higher margin products.  Despite
revenue declines at both companies in fiscal 2009, flexible
pricing schemes balanced the extraordinary volatility in related
commodities.  Importantly, Moody's anticipates a conservative
financial policy from the company and near term debt repayment
albeit as the company positions itself for future acquisition
opportunities.

Notwithstanding these strengths, Griffin is the largest
acquisition Darling has made to date and will be financed mostly
with debt.  The acquisition, while a strong positive for the
company, carries integration risk.  Both companies will remain
vulnerable to volatility resulting from changes in raw material
volumes as well as the price of finished products.  In addition,
Darling's business can be adversely impacted by several factors
outside its control including, animal disease, weather, regulation
and trade disputes.

Positive rating pressure would develop should debt repayment or
operating margin expansion lead to CFO to net debt sustained above
20% and debt-to-EBITDA well below 3 times.

The ratings could face a negative outlook or ratings downgrade
should operating performance deteriorate such that leverage
approached 4 times, or if integration challenges in the Griffin
acquisition differ materially from management's expectation.

Darling International, Inc., founded in 1882, is a leading
provider of rendering, recycling and recovery solutions to the US
food industry.  Finished products, sold to producers of livestock,
feed, oleo-chemicals, bio-fuels, soaps and pet foods, include meat
and bone meal, bleachable fancy tallow, cookie meal, and yellow
grease.  Pro forma revenues for the combined company for the
twelve months ended December 31, 2009, were $1.1 billion.  The
company is listed on the NYSE, symbol DAR.


DEEP WOODS: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Deep Woods Real Estate Development, Corp.
        999 Walt Whitman Road, Suite 100
        Melville, NY 11747

Bankruptcy Case No.: 10-78958

Chapter 11 Petition Date: November 15, 2010

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

Judge: Robert E. Grossman

Debtor's Counsel: James J. Vincequerra, Esq.
                  DUANE MORRIS LLP
                  1540 Broadway
                  New York, NY 10036
                  Tel: (212) 692-1022
                  Fax: (212) 692-1020
                  E-mail: jvincequerra@duanemorris.com

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                         Petition
   Debtor                                     Case No.     Date
   ------                                     --------     ----
Deep Woods Real Estate Development, LLC       10-78963   11/15/10
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Raymond J. Suris, vice president.


DENNEY FARMS: Court OKs Johnson & Moncrief as Bankruptcy Counsel
----------------------------------------------------------------
Denney Farms, a California Limited Partnership, sought and
obtained authorization from the Hon. Arthur S. Weissbrodt of the
U.S. Bankruptcy Court for the Northern District of California to
employ Johnson & Moncrief, PLC, as bankruptcy counsel.

Johnson & Moncrief will, among other things:

     a. take action to protect and preserve the estate, including,
        if required by the facts and circumstances, the
        prosecution of actions and adversary or other proceedings
        on the estate's behalf; the defense of any actions and
        adversary or other proceedings against the estate;
        negotiations concerning all disputes and litigation in
        which the estate is involved, and, where appropriate, the
        filing and prosecution of objections to claims filed
        against the estate;

     b. prepare applications, motions, answers, orders, briefs,
        reports and other papers in connection with the
        administration of the estate;

     c. develop, negotiate and promulgate a plan; and

     d. assist special counsel, if any, in rendering services for
        benefit of the estate.

Johnson & Moncrief will be paid based on the hourly rates of its
professionals:

        Paul W. Moncrief                    $315
        Aaron P. Johnson                    $315
        Paul Hart                           $315
        Koren McWilliams                    $275
        Daniel E. Griffee                   $275
        Dennis Lewis                        $175
        David S. Henshaw                    $195
        Paralegals                          $150

Paul W. Moncrief, Esq., a member at Johnson & Moncrief, assured
the Court that the firm is a "disinterested person" as that term
defined in Section 101(14) of the Bankruptcy Code.

Bradley, California-based Denney Farms, a California Limited
Partnership, filed for Chapter 11 bankruptcy protection on
September 17, 2010 (Bankr. N.D. Calif. Case No. 10-59704).
The Debtor estimated its assets and debts at $10 million to
$50 million.


DENNY'S RESTAURANT: Steven Speier Appointed as Receiver
-------------------------------------------------------
American Spectrum Realty, Inc.'s wholly owned subsidiary, American
Spectrum Realty Management, LLC's, Steven M. Speier, Director of
Receivership and Bankruptcy, was appointed as Receiver of a
Denny's restaurant located in Corona, CA.

This particular Denny's restaurant is a high volume store located
in Southern California immediately off the Interstate 15 corridor
between San Diego and Las Vegas.  The lender seeking the
appointment of the Receiver was Banco Popular North America.

Mr. Speier has been appointed as Receiver in several other
restaurant cases including restaurants such as Johnny Carino's, On
The Border, Ruby's, and Applebee's.  He has also represented
numerous other restaurants located in hotels and resorts in which
he served as Receiver.  In addition, Mr. Speier has been appointed
a Receiver or Bankruptcy Trustee on over five hundred operating
businesses and real estate properties.

Mr. Speier recently joined ASRM with over 30 years of real estate
lending experience and almost 20 years experience as a top level
court appointed receiver.  Mr. Speier has been an active U.S.
Bankruptcy Chapter 7 Trustee since 1998 and is currently President
of the California Bankruptcy Forum.  He heads the ASRM Special
Assets Group's newly formed Receivership, Litigation and
Bankruptcy Practice.

                      About American Spectrum

American Spectrum Realty, Inc. is a real estate investment company
that owns, through its operating partnership, interest in office,
industrial, self storage, retail properties, and apartments
throughout the United States.  The company has been publicly
traded since 2001.  American Spectrum Realty Management, LLC is a
wholly-owned subsidiary of the Company's operating partnership
that manages and leases all properties owned by American Spectrum
Realty, Inc. as well as third-party clients.


DONALD SCHOFIELD: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Donald Lee Schofield, Jr.
          dba Dollar Mart
        200 Benmore Dr.
        Franklin, TN 37064

Bankruptcy Case No.: 10-12388

Chapter 11 Petition Date: November 15, 2010

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Keith M. Lundin

Debtor's Counsel: Steven L. Lefkovitz, Esq.
                  LAW OFFICES LEFKOVITZ & LEFKOVITZ
                  618 Church St., Suite 410
                  Nashville, TN 37219
                  Tel: (615) 256-8300
                  Fax: (615) 255-4516
                  E-mail: slefkovitz@lefkovitz.com

Scheduled Assets: $852,031

Scheduled Debts: $1,024,626

A list of the Debtor's seven largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/tnmb10-12388.pdf


DOUGLAS CORTA: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Douglas J. Corta
               Jacki L Corta
               2598 E. Greenbrook Drive
               Eagle, ID 83616

Bankruptcy Case No.: 10-03761

Chapter 11 Petition Date: November 16, 2010

Court: U.S. Bankruptcy Court
       District of Idaho (Boise)

Judge: Terry L. Myers

Debtors' Counsel: D. Blair Clark, Esq.
                  1513 Tyrell Lane, Suite 130
                  Boise, ID 83706
                  Tel: (208) 475-2050
                  Fax: (208) 475-2055
                  E-mail: dbc@dbclarklaw.com

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

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

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/idb10-03761.pdf


DOYLE FAMILY: Jeffrey Golden Named Interim Chapter 7 Trustee
------------------------------------------------------------
The Honorable Erithe A. Smith of the U.S. Bankruptcy Court for the
Central District of California has entered an order converting
Doyle Family LLC's Chapter 11 case to one under Chapter 7.

The Court further ordered the Debtor to file a schedule of unpaid
debts incurred postpetition, as well as statements and schedules
required by F.R.B.P. 1019(1)(A) and 1007, if not yet filed, and to
turn over to the Chapter 7 trustee all records and property of the
estate remaining in its custody and control.

Peter C. Anderson, United States Trustee for Region 16, appointed
Jeffrey Golden, as interim trustee in the Debtor's Chapter 7 case.

                      About Doyle Family LLC

Headquartered in Rancho Santa Margarita, Doyle Family LLC, filed
for Chapter 11 on January 27, 2010 (Bankr. C.D. Calif. Case No.
10-10967).  Tracy Ettinghoff, Esq., represents the Debtor as
counsel.  In its petition, the Debtor estimated assets ranging of
$10,000,001 to $50,000,000 and debts of $1,000,001 to $10,000,000.


DREAMLAND DEVELOPMENT: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Dreamland Development, LLC
          dba Pleasant Day Schools
        P.O. Box 568
        Dellslow, WV 26531

Bankruptcy Case No.: 10-02399

Chapter 11 Petition Date: November 15, 2010

Court: United States Bankruptcy Court
       Northern District of West Virginia (Clarksburg)

Debtor's Counsel: Todd Johnson, Esq.
                  JOHNSON LAW, PLLC
                  P.O. Box 519
                  Morgantown, WV 26507-0519
                  Tel: (304) 292-7933
                  Fax: (304) 292-7931
                  E-mail: johnsonlawoffice@gmail.com

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Craig Edmond, member.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Craig and Janet Edmond                 10-02390   11/15/10


ELITE PHARMACEUTICALS: Earns $1.86 Mil. in September 30 Quarter
---------------------------------------------------------------
Elite Pharmaceuticals Inc. filed its quarterly report on Form
10-Q, reporting net income for $1.86 million on $994,646 of total
revenues for the three months ended Sept. 30, 2010, compared with
a net loss of $3.67 million on $776,216 of total revenues for the
same period a year ago.  During the third quarter of 2010, the
Company recorded an operating loss of $136,807 but had other
income, primarily $900,047 from a change in fair value of warrant
derivatives and $1,505,333 from a change in fair value of
preferred share derivatives.

The Company's balance sheet at Sept. 30, 2010, showed
$10.86 million in total assets, $23.67 million in total
liabilities, and a stockholders' deficit of $12.81 million.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6ee5

                   About Elite Pharmaceuticals

Northvale, N.J.-based Elite Pharmaceuticals, Inc. (OTC BB: ELTP)
-- http://www.elitepharma.com/-- is a specialty pharmaceutical
company that develops and manufactures oral, controlled-release
products using proprietary technology.  Elite developed and
manufactures for its partner, ECR Pharmaceuticals, Lodrane 24(R)
and Lodrane 24D(R), for allergy treatment and expects to launch
soon three approved generic products.  Elite also has a pipeline
of additional generic drug candidates under active development and
the Company is developing ELI-216, an abuse resistant oxycodone
product, and ELI-154, a once-a-day oxycodone product.  Elite
conducts research, development and manufacturing in its facility
in Northvale, New Jersey.


ENERJEX RESOURCES: Corrects Net Reserves Computation in Form 10-K
-----------------------------------------------------------------
Enerjex Resources, Inc., filed on November 12, 2010, Amendment No.
1 to Form 10-K to amend its annual report for the fiscal year
ended March 31, 2010, as filed with the Securities and Exchange
Commission on July 15, 2010.  The purpose of the amendment is to
revise the annual report to reflect a compilation error in the
calculation of the Company's net reserves as of March 31, 2010,
which was discovered by the Company in late August of 2010.

The Company's statement of operations, as restated, showed a net
loss of $4.7 million on $4.9 million of revenue for the fiscal
year ended March 31, 2010.  This compares with a net loss of
$5.3 million on $6.4 million of revenue for fiscal 2009.

As restated, the Company's balance sheet at September 30, 2010,
showed $7.0 million in total assets, $15.0 million in total
liabilities, and a stockholders' deficit of $8.0 million.

As reported in the Troubled Company Reporter on July 21, 2010,
Weaver & Martin, LLC, in Kansas City, Missouri, expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's results for the year ended
March 31, 2010.  The independent auditors noted that the Company
has suffered recurring losses and had negative cash flows.

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

               http://researcharchives.com/t/s?6ef6

                     About EnerJex Resources

Overland Park, Kansas-based EnerJex Resources, Inc., formerly
known as Millennium Plastics Corporation, is an oil and natural
gas acquisition, exploration and development company.  The
Company's oil and natural gas acquisition and development
activities are currently focused in Eastern Kansas.


ESCO CORP: S&P Affirms 'B+' Long-Term Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Rating Services said that it has affirmed its
ratings, including the 'B+' long-term corporate credit rating, on
Portland, Ore.-based ESCO Corp.  At the same time, S&P revised the
outlook to positive from stable.

"The rating affirmation and outlook revision reflect S&P's
expectations that ESCO's operating performance will continue to
gradually improve and its credit metrics will likely remain better
than S&P expects for the rating," said Standard & Poor's credit
analyst Helena Song.  "The ratings primarily reflect ESCO's
aggressive financial profile.  Its weak business risk profile,
characterized by technical expertise and good recurring revenues
from wear-parts products, partially offsets this factor.  S&P
expects the company's revenue to continue to grow in the rest of
2010 and in 2011, primarily due to improved market activity and
product demand."

The outlook is positive.  "S&P could raise the ratings if the
company's credit metrics remains better than S&P's expectations
for the current rating and S&P believes it can generate meaningful
free cash flow (after dividend and anticipated ESOP expenses)
through the operating cycle," Ms. Song continued.  "On the other
hand, S&P could lower the ratings if a cyclical slowdown reduces
activity in the company's end markets or if a change in the
competitive environment erodes its market position, resulting in
credit measures deteriorating significantly, for example, if debt
to EBITDA rises above 5x."


FIRST DATA: Launches Exchange Bid to Move Debt Maturity to 2021
---------------------------------------------------------------
First Data Corporation commenced private offers to exchange up to
$3.750 billion of 9.875% Senior Notes due 2015 and up to $3.710
billion of 10.550% Senior PIK Notes due 2015, for new securities.

First Data will pay the noteholders (i) 50% in new 8.25% Senior
Second Lien Notes due 2021 -- New Cash-Pay Second Lien Notes --
or, at the election of each holder tendering on or prior to the
Early Tender Date and subject to the Minimum New PIK Toggle Amount
and the Maximum New PIK Toggle Amount, in new 8.75/10.00% PIK
Toggle Senior Second Lien Notes due 2022, and (ii) 50% in new
12.625% Senior Notes due 2021.

In addition, holders whose Old Notes are exchanged will receive
accrued and unpaid interest in cash in respect of their exchanged
Old Notes from the last applicable interest payment date to, but
not including, the settlement date for the Exchange Offers.  The
maximum aggregate principal amount of New Notes issued in the
Exchange Offers will not exceed $5.5 billion.

The New Notes will be issued by First Data and guaranteed by
substantially all of its domestic subsidiaries.  The New Second
Lien Notes will be secured on a second-priority lien basis by
substantially all the domestic assets owned by the Company and
subsidiary guarantors of the New Notes to the extent such assets
secure obligations under First Data's senior secured credit
facility and existing senior secured notes.

For each $1,000 principal amount of 9.875% Senior Notes tendered
on or prior to the Early Tender Date, holders will receive $1,000
principal amount of New Notes, consisting of $500 of New Second
Lien Notes and $500 of New Unsecured Notes.

For each $1,000 principal amount of 10.550% Senior PIK Notes
tendered on or prior to the Early Tender Date, holders will
receive $1,000 principal amount of New Notes, consisting of $500
of New Second Lien Notes and $500 of New Unsecured Notes.

The New Second Lien Notes consist of New Cash-Pay Second Lien
Notes and/or New PIK Toggle Second Lien Notes, depending on the
election of the tendering holder and subject to the Minimum New
PIK Toggle Amount and the Maximum New PIK Toggle Amount, initially
$500.0 million and $1.0 billion, respectively.

For 9.875% Senior Notes tendered after the Early Tender Date,
holders will receive $970 principal amount of New Notes,
consisting of $485 of New Cash-Pay Second Lien Notes and $485 of
New Unsecured Notes.

For 10.550% Senior PIK Notes tendered after the Early Tender Date,
holders will receive $970 principal amount of New Notes,
consisting of $485 of New Cash-Pay Second Lien Notes and $485 of
New Unsecured Notes.

The Early Tender Date is 5:00 p.m., New York City time, on
December 1, 2010.

The maximum aggregate principal amount of New Notes issued in the
Exchange Offers will not exceed $5.5 billion.

The maximum aggregate principal amount of New PIK Toggle Second
Lien Notes issued in the Exchange Offers will not exceed $1.0
billion.  Holders whose Old Notes are validly tendered (and not
validly withdrawn) on or prior to the Early Tender Date may elect
to receive New Second Lien Notes in the form of New PIK Toggle
Second Lien Notes, provided that no New PIK Toggle Second Lien
Notes will be issued unless PIK Toggle Elections would result in
the issuance of at least $500 million aggregate principal amount
of New PIK Toggle Second Lien Notes.  If the Minimum New PIK
Toggle Amount is not met, then holders electing to receive New PIK
Toggle Second Lien Notes will only receive New Cash-Pay Second
Lien Notes in respect of the principal amount of New Second Lien
Notes that they are eligible to receive in the Exchange Offers.
If the Maximum New PIK Toggle Amount would be exceeded, then the
New PIK Toggle Second Lien Notes will be allocated to holders who
have made a PIK Toggle Election, as set forth in the Offering
Memorandum.

If the aggregate principal amount of Old Notes validly tendered
(and not validly withdrawn) in the Exchange Offers would, if
accepted, result in the issuance of New Notes in an aggregate
principal amount equal to or less than the Maximum Exchange
Amount, then, upon the terms and subject to the conditions of the
Exchange Offers, First Data will accept for exchange all Old Notes
validly tendered (and not validly withdrawn).  If the aggregate
principal amount of Old Notes validly tendered (and not validly
withdrawn) in the Exchange Offers would result in the issuance of
New Notes in an aggregate principal amount in excess of the
Maximum Exchange Amount, then, upon the terms and subject to the
conditions of the Exchange Offers, the Old Notes validly tendered
(and not validly withdrawn) will be accepted for exchange on a
prorated basis, with Old Notes as to which a PIK Toggle Election
has been made receiving a preference.

Subject to applicable law, First Data reserves the right, but is
not obligated, to increase the Maximum New PIK Toggle Amount
and/or the Maximum Exchange Amount.

Old Notes tendered pursuant to the Exchange Offers may be
withdrawn at any time prior to 5:00 p.m., New York City time, on
December 1, 2010 but not thereafter.

The New Notes have not been registered under the Securities Act of
1933, as amended or any state securities laws.

Holders who desire a copy of the eligibility letter should contact
Global Bondholder Services Corporation, the information agent for
the Exchange Offers, (866) 294-2200 (U.S. toll-free) or (212) 430-
3774 (collect).

                         About First Data

Based in Atlanta, Georgia, First Data Corporation, with over
$10 billion of revenue for the 12 months ended June 30, 2010,
provides commerce and payment solutions for financial
institutions, merchants, and other organizations worldwide.

On May 7, 2009, Moody's Investors Service downgraded First Data's
corporate family and probability-of-default ratings to B3 from B2,
its $2 billion Senior Secured Revolving Facility rating to B1 from
Ba3, its $12.7 billion Senior Secured Term Loan rating to B1 from
Ba3, and its $3.75 billion Senior Unsecured Cash Pay Notes to Caa1
from B3.  In addition, Moody's assigned a Caa1 rating to the $3
billion Senior Unsecured PIK Notes and Caa2 rating on the $2.5
billion Senior Subordinated Notes.

In August 2010, Moody's assigned a B1 rating to First Data's
proposed $500 million Senior Secured First Lien Notes and affirmed
the company's existing ratings with a stable outlook.  According
to the Troubled Company Reporter on August 13, 2010, First Data's
B3 corporate family rating reflects Moody's view that the capital
structure will not materially change with the proposed issuance of
$500 million of secured notes, which would effectively extend a
small portion of the $12.4 billion senior secured term
loan due September 2014.  However, Moody's view the amendment to
have favorable long-term credit implications as it provides the
company with the flexibility to improve its capital structure.

First Data carries these Fitch ratings -- Long-term Issuer Default
Rating at 'B'; $2 billion senior secured revolving credit facility
due 2013 at 'BB-/RR2'; $12.4 billion senior secured term loan B
due 2014 at 'BB-/RR2'; $3.75 billion 9.875% senior unsecured notes
due 2015 at 'CCC/RR6'; $3.5 billion 10.55% senior unsecured notes
with four-year mandatory paid-in-kind interest due 2015 at
'CCC/RR6'; and $2.5 billion 11.25% senior subordinated notes due
2016 at 'CC/RR6'.

The TCR also reported on August 13 that Fitch expects First Data's
efforts to extend and refinance its capital structure to take up
to several years at a significant cost in incremental interest
expense as well as consent and underwriting fees.  Fitch believes
there are reasonable expectations that First Data will continue to
grow EBITDA and free cash flow sufficiently to manage the
conversion of its PIK notes to cash pay at the end of 2011.
However, the Company's ability to manage its refinancing needs are
less certain and dependent in part upon growth expectations for
the Company beyond the next three years as well as the interest of
equity investors in a potential IPO of the Company sometime before
mid-2014.


G3 MARINA: Court Denies Creditors' Bid to Dismiss Case
------------------------------------------------------
Bankruptcy Judge Tom R. Cornish denies the request of creditors
Mark Pfeifer, Debbie Pfeifer and Kevin Weniger to dismiss the
bankruptcy case of G3 Marina Adventures, L.L.C., pursuant to 11
U.S.C. Sec. 1112(b), or, in the alternative, for the Court to
abstain from hearing any disputes between them and Debtor,
pursuant to 11 U.S.C. Sec. 305.  The creditors allege that the
case was filed in bad faith.

Judge Cornish, however, says "this is not a case where Debtor
attempted to transfer property out of the estate to avoid using it
to pay creditors."  Judge Cornish points out that Richard Toler,
who claims to own 100% of the membership shares in the Debtor, was
attempting to preserve property so that the Debtor would be able
to propose a confirmable plan.

Judge Cornish further rules that the Debtor is not the owner or
lessee of the Army Corps of Engineers Lease No. DACW56-1-93-040
for the Whitehorn Cove Marina on Fort Gibson Lake, Wagoner County,
Oklahoma.

A copy of Judge Cornish's order dated November 16, 2010, is
available at http://is.gd/hl1Dtfrom Leagle.com.

Based in Wagoner, Oklahoma, G3 Marina Adventures, L.L.C., owns the
Whitehorn Cove Marina, located on Ft. Gibson Lake, Wagoner County,
Oklahoma.  The Marina includes boat slips, a restaurant, cabins,
RV rental pads, mobile home spaces, and various other personal
property.  The Debtor filed for Chapter 11 bankruptcy (Bankr. E.D.
Okla. Case No. 10-81266) on July 22, 2010.  James W. Stamper,
Attorney at Law, P.C., serves as the Debtor's bankruptcy counsel.
In its schedules, the Company says assets total $1,170,761 while
debts total $3,314,522.


G3 MARINA: Court Wants Bankruptcy Exit Plan by Dec. 15
------------------------------------------------------
The Hon. Tom R. Cornish won't extend G3 Marina Adventures,
L.L.C.'s exclusive period to file a Chapter 11 plan.  Judge
Cornish says the Debtor needs to take appropriate steps to
demonstrate that it will be able to effectively reorganize, or
seek conversion or dismissal of the case on its own motion.

On November 16, Judge Cornish denied a request by Mark Pfeifer,
Debbie Pfeifer and Kevin Weniger to dismiss the bankruptcy case
pursuant to 11 U.S.C. Sec. 1112(b), or, in the alternative, for
the Court to abstain from hearing any disputes between them and
Debtor, pursuant to 11 U.S.C. Sec. 305.  The creditors allege that
the case was filed in bad faith.

"The Court does not desire to extend the exclusivity period, but
it does determine that a deadline is appropriate to ensure prompt
action by Debtor and protect the interests of creditors and of the
estate," Judge Cornish says.

The Debtor's exclusivity period will expire November 19, 2010.  By
December 15, 2010, the Debtor must file either its Disclosure
Statement with Chapter 11 Plan of Reorganization, a motion to
convert, or a motion to dismiss.

Based in Wagoner, Oklahoma, G3 Marina Adventures, L.L.C., owns
involve the Whitehorn Cove Marina, located on Ft. Gibson Lake,
Wagoner County, Oklahoma.  The Marina includes boat slips, a
restaurant, cabins, RV rental pads, mobile home spaces, and
various other personal property.  The Debtor filed for Chapter 11
bankruptcy (Bankr. E.D. Okla. Case No. 10-81266) on July 22, 2010.
James W. Stamper, Attorney at Law, P.C., serves as the Debtor's
bankruptcy counsel.  In its schedules, the Company says assets
total $1,170,761 while debts total $3,314,522.


GARY NEVILLE: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Gary John Neville
          dba G.J. Neville Design & Dev, Co.
        4375 Ritz Carlton Marina, Slip E-804
        Marina Del Rey, CA 90292

Bankruptcy Case No.: 10-59248

Chapter 11 Petition Date: November 16, 2010

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Sheri Bluebond

Debtor's Counsel: Dennis E. Mcgoldrick, Esq.
                  350 S. Crenshaw Boulevard, Suite A207B
                  Torrance, CA 90503
                  Tel: (310) 328-1001
                  E-mail: dmcgoldricklaw@yahoo.com

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

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

A list of the Debtor's two largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-59248.pdf


GATEWAY TOWNE: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Gateway Towne Center, L.P.
        4405 Manchester Avenue, Suite 106
        Encinitas, CA 92024

Bankruptcy Case No.: 10-47008

Chapter 11 Petition Date: November 16, 2010

Court: U.S. Bankruptcy Court
       Central District of California (Riverside)

Judge: Meredith A. Jury

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

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

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

A list of the Company's two largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-47008.pdf

The petition was signed by Randy Wastal, president of Marino
Construction G.P.


GLOUCESTER ENGINEERING: Prepares to Emerge From Bankr. by Yearend
-----------------------------------------------------------------
Gloucester Engineering Co. has won approval of its Disclosure
Statement in support of its Plan of Reorganization from the
Bankruptcy Court in the District of Massachusetts.  The Disclosure
Statement describes the proposed Plan of Reorganization and
contains information regarding the debtor and its business.  Its
approval by the Court is an important milestone in the company's
path toward exiting bankruptcy and allows the creditors to vote
upon the Plan.  Ballots were sent to the creditors on November 17
and a Confirmation Hearing is scheduled for December 20, 2010.

The company's Plan of Reorganization is being sponsored by an
affiliate of Blue Wolf Capital Fund II ("Blue Wolf") and has the
support of the Creditors' Committee.

"This is an extremely positive development for our company, and we
encourage our creditors to vote in favor of the plan as well, as
we believe it represents the highest possible recovery for them.
Our customers have already shown confidence in GEC by placing new
orders throughout our rebuilding efforts, and this outcome should
give them continued assurance as we move forward," said Carl
Johnson, President of GEC.

Michael Ranson, Partner at Blue Wolf Capital, said, "We are very
pleased with the Court's decision, which paves the way for the
company to emerge from bankruptcy by the end of the year."  He
added, "GEC's restructuring is on track and is already yielding
positive results as the company has steadily improved its
productivity, accepted new orders, and devised a clear strategy
for improving its balance sheet and operations.  We are grateful
to GEC's many customers and suppliers for their continued support
as the company completes its turnaround and regains its position
as a leader in this growing industry."

Gloucester Engineering Europe GmbH is the Vienna-based subsidiary
of Gloucester Engineering Co. Inc., a blown and cast film
machinery maker in Gloucester, Massachusetts.  GEC manufactures
its equipment from its headquarters in Gloucester, MA, USA and
through its joint-venture company in Damman, India, Kabra
Gloucester Engineering.  Gloucester Engineering's Chapter 7 case
-- filed on March 23, 2010 -- was converted to Chapter 11
bankruptcy protection on June 25, 2010 (Bankr. D. Mass. Case No.
10-12967).

                         *     *     *

As reported by the Troubled Company Reporter-Europe, European
Plastic News said on Sept. 1, creditors of Gloucester Engineering
Europe voted to accept a settlement offer from the Gloucester,
Massachusetts-based parent company to pay 30% of the money owed
them, or about EUR360,000 (US$503,000).


GRUPO FERTINAL: Moody's Withdraws 'B2' Rating to $200 Mil. Notes
----------------------------------------------------------------
Moody's Investors Service withdrew the B2 rating for Grupo
Fertinal, S.A. de C.V.'s proposed $200 million senior secured
notes due 2015.  This action follows Fertinal's cancellation of
its proposed public notes issue.

The last rating action on Fertinal occurred on September 16, 2010,
when Moody's assigned first time ratings to Fertinal and its
proposed notes offering.

Grupo Fertinal, S.A. de C.V., is a producer of various phosphate
and nitrogen-based fertilizers and related industrial products
(LDAN, phosphoric acid, sulfuric acid, nitric acid).  The company
has a fertilizer production complex in an industrial complex at
the port of Lazaro Cardenas, Michoacan (west coast of Mexico) and
a phosphate mine in San Juan de la Costa, Baja California Sur.

Moody's adopts all necessary measures so that the information it
uses in assigning a credit rating is of sufficient quality and
from sources Moody's considers to be reliable including, when
appropriate, independent third-party sources.  However, Moody's is
not an auditor and cannot in every instance independently verify
or validate information received in the rating process.


GULFSTREAM INTERNATIONAL: Seeks to Hunt for Potential Buyers
------------------------------------------------------------
Gulfstream International Group Inc. is seeking to launch a search
for potential buyers, showing that a sale of the parent of
Gulfstream International Airlines Inc. is now on the table in
addition to a standalone restructuring, Dow Jones' Small Cap
reports.

                  About Gulfstream International

Gulfsteram International Airlines (NYSE Amex:GIA) is a regional
air carrier based in Fort Lauderdale, Florida.  GIA operates a
fleet of turboprop Beechcraft 19000 aircraft, and specializes in
providing travelers with access to niche locations not typically
covered by major carriers.  GIA operates more than 150 scheduled
flights per day, serving nine destinations in Florida, 10
destinations in the Bahamas, five destinations from Continental
Airline's hub under the Department of Transportation's Essential
Air Service Program and supports charter service to Cuba through a
services agreement with Gulfstream Air Charter, Inc., an entity
otherwise unrelated to the Debtors.

GIA operates as a Continental Connection carrier, as well as for
United Airlines, Northwest Airlines and Copa Airlines, through
respective code share agreements.

GIA has 620 employees, including 530 working full-time.

Fort Lauderdale, Florida-based Gulfstream International Group,
Inc., filed for Chapter 11 bankruptcy protection on November 4,
2010 (Bankr. S.D. Fla. Case No. 10-44131).  Brian K Gart, Esq., at
Berger Singerman, P.A., assists the Debtor in its restructuring
effort.  The Debtor estimated its assets at $100,001 to $500,000
and debts at $1 million to $10 million.

Affiliates Gulfstream International Group, Inc., Gulfstream
International Airline, Inc., Gulfstream Training Academy, Inc.,
GIA Holdings Corp., Inc., and Gulstream Connection, Inc., filed
separate Chapter 11 petitions on November 4, 2010.


HARRISBURG, PA: Awaits Results of State Oversight Application
-------------------------------------------------------------
Romy Varghese at Dow Jones Newswires reports that the hearing on
Harrisburg Mayor Linda Thompson's application to the state's
oversight program, known as Act 47, was closed Wednesday after
more testimony from the public and local officials.

Dow Jones says attorneys have 10 days to file briefs, and then
Department of Community and Economic Development Secretary Austin
Burke will make the decision on whether to declare Harrisburg
distressed after receiving them, and other records.

Dow Jones relates Fred Reddig, executive director of the
governor's Center for Local Government Services, said the
department will move "as expeditiously as possible."  Mr. Reddig,
however, couldn't provide a deadline.

Pennsylvania's program aims to stabilize municipalities under
severe financial strain and set them on a path for sustainable
fiscal health.  Distressed cities get a state-appointed
coordinator who drafts a recovery plan, and are eligible for other
revenue sources unavailable to other local governments, such as a
commuter tax.

Dow Jones reports Neil Grover, a city attorney who is spearheading
Debt Watch Harrisburg, challenges if the program has enough funds
for any grants or bridge loans to help Harrisburg.  If Harrisburg
is declared distressed, the group wants a concurrent decision
allowing the city to file for bankruptcy.

According to Dow Jones, bankruptcy advocates believe that the
threat of filing would force creditors to negotiate a settlement
of the city's debt that would be better for residents.

Dow Jones reports Harrisburg Council Vice President Patty Kim said
at the hearing that the state's oversight program is preferable
since it would "chart a new course for the city."  Even if a
Chapter 9 municipal bankruptcy resulted in Harrisburg's debts
being settled, "the system in City Hall is broken," she said.

Mr. Varghese further reports that the City Council is expected
next week to finalize its contract with Cravath, Swaine & Moore
LLP.  Dow Jones also relates that commissioners in Dauphin County,
who are suing the city for missing debt payments on an incinerator
project the county was forced to cover, voted on Wednesday to hire
McNees, Wallace & Nurick LLC of Harrisburg to advise them on the
county's rights if Harrisburg files for municipal bankruptcy.

                      About Harrisburg, PA

The city of Harrisburg is coping with debt related to a failed
revamp of an incinerator.  The outstanding principal on the
Incinerator debt is $288 million.  Total principal and interest on
this debt would amount to approximately $458 million.  Debt
service payments on the total incinerator debt are $20 million per
year.  Of this total, Dauphin County, Pennsylvania, is responsible
for roughly $10 million and Harrisburg is responsible for the
other $10 million.   The city is guarantor on 100% of the
$288 million Incinerator debt.

The City Council of Harrisburg, Pennsylvania, voted 5-2 on
September 28 to seek professional advice on bankruptcy or state
oversight.  Harrisburg needed state aid to avoid default on
$3.3 million of bond payments this month.

The city has missed about $8 million in debt-service payments this
year on bonds issued in connection with a trash-to-energy
incinerator.  The city owes another $40 million by the end of the
year, and was sued by its home county Dauphin County; bond insurer
Assured Guaranty Municipal Corp., a unit of Assured Guaranty Ltd.;
and bond trustees TD Bank and M&T Bank Corp. over $19 million in
skipped bond payments.

As reported by the Troubled Company Reporter on November 4, 2010,
Dow Jones' DBR Small Cap said Harrisburg doesn't have enough money
now to make two debt payments totaling $305,952 on November 15.
Chuck Ardo, spokesman for Mayor Linda Thompson, said the city
intends to make the payments.


HAMTRAMCK, MI: State Presents 3 Options to Avoid Bankruptcy
-----------------------------------------------------------
Melanie D. Scott, writing for The Detroit Free Press, reports that
Michigan state treasury officials in a conference call Wednesday
gave the city of Hamtramck three loan options Wednesday that they
say could help the city avoid bankruptcy and eliminate its $3
million deficit:

     -- Hamtramck could take out an emergency loan for up to
        $3 million, which could be paid back over 20 years;

     -- take out a tax anticipation loan, which would allow the
        city to borrow up to half of whatever it anticipates
        collecting in property taxes next year; or

     -- go for a fiscal stabilization bond, which would allow the
        city to borrow 3% of its assessed value.

As reported by the Troubled Company Reporter, Hamtramck officials
sent a letter to the state seeking permission to file for
bankruptcy.  State treasury officials received the letter Monday.

According to the Free Press, Hamtramck City Manager Bill Cooper
called the options presented Wednesday questionable and said any
of them would only delay the city's financial problems, especially
if the city does not win a lawsuit against the City of Detroit, in
which it seeks millions in tax dollars that it claims Detroit owes
it.

The Free Press says Gov. Jennifer Granholm expressed optimism that
the crisis will be solved.


HEARTLAND RESOURCES: Investors' Summary Judgment Bid Denied
-----------------------------------------------------------
The Hon. Joseph H. McKinley Jr. of the U.S. District Court for the
Western District of Kentucky denies Frederick P. Clayton, Jr., et
al.'s motion for partial summary judgment against Hunter Durham.
Clayton et al. sued Heartland Resources, Inc., Mr. Durham and
other parties for misrepresentation and fraud with regard to the
Heartland securities they acquired.

Heartland issued working interests and partnership interests in a
number of offerings sold to Clayton et al.  Mr. Durham is an
experienced securities lawyer, who represented and advised
Heartland in the issuance of the securities.

Judge McKinley says Clayton et al. have failed to produce any
evidence that they relied on the material misrepresentations.  Mr.
Durham, on the other hand, has produced evidence: He has
identified 29 plaintiffs who testified that they did not read the
private placement memorandums before investing; 24 plaintiffs who
testified that they did not read the PPM closely before investing;
and 20 plaintiffs who never even received a PPM.

The case is Frederick P. Clayton, Jr., et al., v. Heartland
Resources, Inc., et al., case no. 08-94 (W.D. Ky.), and copy of
Judge McKinley's Memorandum Opinion and Order, dated Nov. 16,
2010, is available at http://is.gd/hlqMVfrom Leagle.com.

In a separate ruling, Judge McKinley grants Mr. Durham's eight
motions for summary judgment against individual plaintiffs on
several over-lapping theories.  Judge McKinley denies Mr. Durham's
motion for summary judgment against all plaintiffs based on an
election of remedies theory as well as a motion for oral argument.
A copy of Judge McKinley's Memorandum Opinion and Order, also
dated Nov. 16, 2010, is available at http://is.gd/hlssIfrom
Leagle.com.

Heartland Resources Inc. is an oil and gas exploration company.
On May 20, 2009, Heartland filed for Chapter 11 protection (Bankr.
W.D. Ky. Case No. 09-10917).  Mark H. Flener, Esq., serves as
counsel to the Debtor.  In November 2009, the Court appointed a
receiver to manage the oil and gas wells that Heartland had
previously owned.


HOMEGOLD FIN'L: S.C. High Court Questions Validity of CEO Appeal
----------------------------------------------------------------
The Associated Press' Page Ivey reports that all five state
Supreme Court justices on Tuesday questioned the validity of an
appeal by a former mortgage lending executive, who was seeking a
new trial or a reduction in his 20-year sentence for his role in
one of the largest bankruptcies in South Carolina state history.

The AP recalls a Lexington County jury in 2007 found former
HomeGold chief executive Ronald Sheppard guilty of securities
fraud, conspiracy and obtaining property by false pretenses in the
2003 collapse of HomeGold and its subsidiary, Carolina Investors.
More than 8,000 investors lost $275 million.

The AP relates attorney Michael Sautter argued that the trial
judge's failure to resolve an incident of inappropriate juror
contact and the State Grand Jury's lack of jurisdiction over the
charges on which Sheppard was convicted added up to an unfair
trial for his client.

The AP says Mr. Sheppard's attorneys also argued that their client
received a much harsher sentence that the rest of the company
executives who either pleaded guilty or were convicted in the
case.

The court will issue a ruling at a later date.

                     About HomeGold Financial

HomeGold Financial Inc. originated and sold residential mortgages
to homebuyers with credit problems.  HomeGold Financial and
HomeGold Inc. filed for Chapter 11 bankruptcy protection on
March 31, 2003 (Bankr. D. S.C. Case No. 03-03865).  William E.
Calloway, Esq., at Robinson, Barton, McCarthy, Calloway & Johnson,
P.A., represented the Debtors.  When the Debtors filed for
protection from their creditors, they estimated assets and debts
of more than $100 million.

The filings came as a result of the inability of HomeGold
Financial to make repayments of its inter-company loan to
subsidiary Carolina Investors, Inc.  Investor interest in
maintaining investments in notes and debentures issued by Carolina
Investors, Inc., had declined significantly.  Because of these
factors, Carolina Investors, Inc., was unable to meet its payment
obligations to all of its note and debenture holders and had not
opened its offices for business since March 21, 2003.


HMP SERVICES: Organizational Meeting to Form Panel on Nov. 22
-------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on November 22, 2010, at 2:00 p.m.
in the bankruptcy case of HMP Services Holding, Inc., et al.  The
meeting will be held at J. Caleb Boggs Federal Building, 844 King
Street, Room 2112, Wilmington, DE 19801.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

Grafton, Massachusetts-based HMP Services Holding, Inc. -- aka
Harold M. Pitman Company, Pitman, Pitman Company, and PrintNation
-- filed for Chapter 11 bankruptcy protection on November 8, 2010
(Bankr. D. Del. Case No. 10-13619).  Mark Minuti, Esq., at Saul
Ewing LLP, assists the Debtor in its restructuring effort.  The
Debtor estimated its assets at $1 million to $10 million and debts
at $10 million to $50 million.


HUNTMOUNTAIN RESOURCES: BehlerMick PS Raises Going Concern Doubt
----------------------------------------------------------------
HuntMountain Resources Ltd. filed on November 10, 2010, its annual
report on Form 10-K for the year ended December 31, 2009.

BehlerMick PS, in Spokane, Wash., expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted of the Company's accumulated deficit
and lack of revenues.

The Company reported a net loss of $11.16 million for 2009,
compared to a net loss of $40.79 million for 2008.  The Company
has had no revenues and has incurred an accumulated deficit from
the inception of the development stage of $63.60 million through
December 31, 2009.

The Company's balance sheet at December 31, 2009, showed
$5.63 million in total assets, $6.96 million in total liabilities,
and a stockholders' deficit of $1.32 million.

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

               http://researcharchives.com/t/s?6ed9

Liberty Lake, Wash.-based HuntMountain Resources Ltd. is an
exploration stage company focusing on the exploration of gold,
silver and base metal properties in South America, Central
America, Canada and the United States.  From 2005 through
December 31, 2009, the Company's  activities primarily related to
securing exploration projects and conducting exploration
activities including diamond drilling.


ILLINOIS GRANITE: Files for Chapter 7 Liquidation
-------------------------------------------------
Illinois Granite and Marble, doing business as Luther Falls Stone
Co., filed for Chapter 7 liquidation in the U.S. Bankruptcy Court
in Danville, Illinois, listing $272,698 in liabilities and $33,370
in assets.

Don Dodson at The News-Gazette reports that according to the court
filing, the lone creditor with a secured claim is St. Louis-based
granite supplier Global Granite & Marble, with a claim of $38,566.
The largest unsecured creditor is Levantina, a granite supplier
from Bensenville, owed $90,266.

A meeting of creditors of the Urbana-based company is set for 2:00
p.m. on Dec. 16, 2010.

The News-Gazette relates that the filing pertains only to Luther
Falls Stone Co., which sold granite, marble and other stone from
its location at 410 W. Anthony Drive, U.  It does not pertain to
Luther Falls Custom Kitchens, a business that continues to operate
a showroom in Champaign's Round Barn Centre.


IRVINE SENSORS: Sells $773,400 in Notes to Investors
----------------------------------------------------
On November 8, 2010, Irvine Sensors Corporation entered into a
Subscription Agreement with six accredited investors, pursuant
to which the Company sold and issued to the investors unsecured
convertible promissory notes of the Company in an initial closing
of a private placement.  The $500,900 aggregate principal value
of the Notes was paid in cash to the Company.

On November 12, 2010, the Company also entered into a subscription
agreement with 12 accredited investors, pursuant to which the
Company sold and issued to said investors Notes in a second
closing of the Private Placement.  The $272,500 aggregate
principal value of the Notes issued in said second closing was
paid in cash to the Company.

                      About Irvine Sensors

Irvine Sensors Corporation -- http://www.irvine-sensors.com/--
headquartered in Costa Mesa, California, is a vision systems
company engaged in the development and sale of miniaturized
infrared and electro-optical cameras, image processors and stacked
chip assemblies and sale of higher level systems incorporating
such products and research and development related to high density
electronics, miniaturized sensors, optical interconnection
technology, high speed network security, image processing and low-
power analog and mixed-signal integrated circuits for diverse
systems applications.

Optex Systems, Inc., a Texas corporation and a wholly owned
subsidiary of Irvine Sensors, on September 21, 2009, filed a
voluntary petition for relief under Chapter 7 of the United States
Bankruptcy Code in the United States Bankruptcy Court in
California.

The Company's balance sheet at June 27, 2010, showed $6.86 million
in total assets and $14.73 million in total liabilities, and a
stockholders' deficit of $7.86 million.

As reported by the Troubled Company Reporter on September 7, 2010,
Irvine Sensors received in August 2010 a Waiver and Consent from
its senior lender and Series A-2 preferred stockholder, Longview
Fund, L.P., and one of its warrant holders, Alpha Capital Anstalt,
pursuant to which Longview and Alpha consented to, and waived any
breaches, defaults, events of default, cross-defaults or
acceleration events in their agreements and instruments with the
Company relating to, the potential delisting of the Company's
common stock from The Nasdaq Capital Market.

The TCR on September 14, 2010, reported that Irvine Sensors
received a determination notice from the Nasdaq Hearings Panel
stating that the Company's shares would be delisted from The
Nasdaq Stock Market.  Trading of the shares was suspended
effective at the open of trading on September 13.  The Panel had
previously required the Company to evidence a closing bid price of
$1.00 or more for a minimum of 10 consecutive trading days on or
before September 13, 2010, to maintain its Nasdaq listing, and the
Company did not achieve compliance with this requirement.


KENTUCKIANA MEDICAL: U.S. Trustee Forms Creditors Committee
-----------------------------------------------------------
Nancy J. Gargula, the U.S. Trustee for Region 10, appoints three
members to the Official Committee of Unsecured Creditors in
Kentuckiana Medical Center, LLC's Chapter 11 cases.

The Committee members include:

1) Todd R. Howell, CFO
   Seneca Medical
   85 Shaffer Park Drive
   Tiffin, OH 44883
   Tel: (419) 455-2153
   Fax: (419) 447-8519
   Email: Thowell@senecamedical.com

2) Robert J. Krist, Chief Financial Officer
   Endologix Inc.
   11 Studebaker
   Irvine, CA 92618
   Tel: (949) 595-7200
   Fax: (949) 595-7327
   Email: mparadillo@endologix.com

3) Michael Allen Springer, President
   Midwest HEME Management, Inc.
   8625 Oakmont Drive
   Lincoln, NE 68526
   Tel: (402) 484-5889
   Fax: (402) 484-5883
   Email: mspringer@hememanagement.com

Clarksville, Indiana-based Kentuckiana Medical Center LLC filed
for Chapter 11 bankruptcy protection on September 19, 2010 (Bankr.
S.D. Ind. Case No. 10-93039).  David M. Cantor, Esq., at Seiller
Waterman LLC, assists the Debtor in its restructuring effort.
The Debtor estimated its assets and debts at $10 million to
$50 million as of the petition date.


KENTUCKIANA MEDICAL: Committee Taps Arlow as Financial Advisor
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in Kentuckiana
Medical Center, LLC's bankruptcy case asks for authorization from
the U.S. Bankruptcy Court from the Southern District of Indiana to
retain The Arlow Group, Ltd., as financial advisor, effective as
of October 6, 2010.

The Arlow Group will:

     a. investigate the Debtor's pre- and post-bankruptcy
        operations and finances;

     b. advise the Committee regarding the terms of any sales of
        assets or plans of reorganization or liquidation, and
        assist the Committee and its counsel in negotiations with
        the Debtor and other parties; and

     c. provide other services as are customarily provided by
        financial advisors to a creditors' committee in cases of
        this kind.

Joshua Arlow, the primary professional expected to work on the
matter, will be paid $350 per hour for the 2010 calendar year.

To the best of the Committee's knowledge, Arlow is a
"disinterested person" as that term defined in Section
101(14) of the Bankruptcy Code.

Clarksville, Indiana-based Kentuckiana Medical Center LLC filed
for Chapter 11 bankruptcy protection on September 19, 2010 (Bankr.
S.D. Ind. Case No. 10-93039).  David M. Cantor, Esq., at Seiller
Waterman LLC, assists the Debtor in its restructuring effort.
The Debtor estimated its assets and debts at $10 million to
$50 million as of the petition date.


KENTUCKIANA MEDICAL: Committee Taps K&L Gates as Lead Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in Kentuckiana
Medical Center, LLC's bankruptcy case asks for authorization from
the U.S. Bankruptcy Court for the Southern District of Indiana to
retain K&L Gates LLP as lead counsel, effective as of October 6,
2010.

K&L Gates will, among other things:

     a. advise the Committee on all legal issues as they arise;

     b. represent and advise the Committee regarding the terms of
        any sales of assets or plans of reorganization or
        liquidation, and assist the Committee in negotiations with
        the Debtor and other parties;

     c. investigate the Debtor's assets and pre-bankruptcy
        conduct; and

     d. prepare, on behalf of the Committee, all necessary
        pleadings, reports, and other papers.

K&L Gates will be paid based on the hourly rates of its
professionals:

        Matthew E. McClintock, Associate                $385
        Jeffrey M. Heller, Associate                    $300
        Teresa Gomez, Paralegal                         $200
        Associates                                      $200
        Senior Partners                                 $990
        Legal Assistants                              $65-$370

To the best of the Committee's knowledge, K&L Gates is a
"disinterested person" as that term defined in Section 101(14) of
the Bankruptcy Code.

Clarksville, Indiana-based Kentuckiana Medical Center LLC filed
for Chapter 11 bankruptcy protection on September 19, 2010 (Bankr.
S.D. Ind. Case No. 10-93039).  David M. Cantor, Esq., at Seiller
Waterman LLC, assists the Debtor in its restructuring effort.
The Debtor estimated its assets and debts at $10 million to
$50 million as of the petition date.


KENTUCKIANA MEDICAL: Court Fixes January 3 as Claims Bar Date
-------------------------------------------------------------
The Hon. Basil H. Lorch III of the U.S. Bankruptcy Court for the
Southern District of Indiana has established 4:30 p.m. on
January 3, 2011, as the deadline for any individual or entity to
file proofs of claim against Kentuckiana Medical Center, LLC.

All claims must be filed electronically or at this address:

         Clerk of the United States Bankruptcy Court
         for the Southern District of Indiana
         New Albany Division, 110 U.S. Courthouse
         121 W. Spring Street, New Albany, Indiana 47150

Clarksville, Indiana-based Kentuckiana Medical Center LLC filed
for Chapter 11 bankruptcy protection on September 19, 2010 (Bankr.
S.D. Ind. Case No. 10-93039).  The Debtor estimated its assets and
debts at $10 million to $50 million in its petition.

David M. Cantor, Esq., at Seiller Waterman LLC, represents the
Debtor.  K&L Gates LLP, serves as lead counsel to the Official
Committee of Unsecured Creditors while The Arlow Group, Ltd.,
serves as financial advisor.


KIDSPEACE INC: Moody's Affirms 'Caa2' Rating to $56 Mil. Bonds
--------------------------------------------------------------
Moody's Investors Service has affirmed the Caa2 long-term bond
ratings assigned to KidsPeace Inc.'s $56.0 million of Series 1998
and Series 1999 outstanding bonds issued by the Lehigh County
General Purpose Authority, PA.  The rating outlook remains
negative.

Legal Security: The bonds are secured by a gross revenues pledge
of the obligated group members consisting of KidsPeace Corp,
KidsPeace National Centers, Inc., KidsPeace National Centers of
Pennsylvania, Inc., and KidsPeace Children's Hospital, Inc.
Violation of 1.1 times rate covenant requires a consultant, and
violation of a 1.0 times rate covenant is an event of default.
As of December 31, 2009, KidsPeace was in compliance with its
rate covenants.

Interest Rate Derivatives: None.

                            Strengths

* National human service provider with expanding geographic and
  service line diversification, with operations in twelve states,
  including Maine, Georgia, Pennsylvania, Indiana, New Jersey and
  Minnesota and most recently Nevada

* New admission criteria, training, and more licensed
  professionals in place to improve safety and clinical practices,
  following operational issues in fiscal year (FY) 2007 and FY
  2008

* All fixed rated debt structure with no derivatives exposure

* Frozen defined benefit pension plan

                            Challenges

* Thin absolute cash and materially weakened liquidity measures of
  17 days cash on hand and 8.5% cash-to-debt at fiscal yearend
  (FYE) 2009 and 22 days and 10.2% cash-to-debt at August 31,
  2010, due to lower residential facility census, economic
  conditions, county holdbacks on reimbursement and an additional
  payroll cycle in December 2009

* Weak and moderating operating performance as indicated by
  operating cash flow margin declining to -0.5% through 8 months
  of FY 2010 after rebounding to 6% in FY 2009; operating revenue
  declined 9% in FY 20009 and 8% decline through eight months of
  FY 2010 due in part to the closure of facilities, repositioning
  of clinical programs and census declines

* Payment rates for residential care remain a pressure; lack of
  diversity in revenue sources as indicated by 43% Medicaid as a
  percentage of gross revenues

* Very high debt burden with 13 times debt-to-cash-flow and 1.4
  times peak debt service coverage in FY 2009

* Industry risk of litigation and increased investigations
  concerning possible violation of regulations related to
  KidsPeace's residential programs and juvenile population
  although strategies have been put in place to mitigate risk

                    Recent Developments/Results

Headquartered in Schnecksville, PA, KidsPeace offers nation-wide
behavioral and mental health treatment programs and services in
twelve states and the District of Columbia for children,
adolescents and families through a combination of hospital,
residential, diagnostic, educational, therapeutic and day
treatment services, and foster care services.  KidsPeace offers
services in Georgia, Indiana, Maine, Maryland, Minnesota, Nevada,
New Jersey, New York, North Carolina, Pennsylvania, Virginia and
the District of Columbia.  Approximately 48.5% of KidsPeace's
revenue is generated through its residential treatment programs,
followed by foster care which contributes 30.7% to operations.
KidsPeace's broad array of services and geographic reach is viewed
as a credit strength.  Despite KidsPeace's broad geographic reach
and services, weaker operating performance and thin balance sheet
measures remain at concerning levels and continue to pressure the
rating.

Operating results in FY 2009 and year-to-date FY 2010 reflect
continued decline in census and the effects of the economy.
KidsPeace recorded a $1.4 million operating loss (-1.1% margin)
and $7.3 million operating cash flow (6% margin) in FY 2009.
Annualized eight months of FY 2010 resulted in weaker results with
an $8.9 million operating loss (-7.9% margin) and $509,000
operating cash flow loss (-0.5% margin).  Even though the human
service provider industry is characterized by low margins that
make it difficult to generate and retain operating surpluses,
KidsPeace's weakened performance has strained already thin levels
of cash.  Management continues to implement strategies to control
expenses and increase census.  Since FY 2008, KidsPeace has
implemented significant expense reduction initiatives that include
two workforce reductions including management, a salary rollback
of 1% to 10%, freezing of its defined benefit pension plan as of
January 1, 2009, overhauled employee benefit plans and selling
outpatient and foster care operations in Florida.

KidsPeace's census continues to experience declines at their
residential, juvenile justice, and many of their foster care
programs.  Overall residential average daily census declined 13%
through eight months of FY 2010 to 334 from 382 the prior year
while foster care and family services average daily census
declined 8% (to 828 from 904) through eight months of FY 2010
compared to the previous year.  Despite overall census decline,
KidsPeace Hospital average daily census grew 20% through eight
months of FY 2010 from the prior year.  Additionally, management
has implemented strategies focused on offering new and expanding
services including starting a Fire Setter program in Minnesota,
expanding its Pennsylvania Medical Assistance licensed residential
beds and KidsPeace Hospital bed capacity, completing a new
outpatient center in Bethlehem, PA and expanding residential
services for autism in Maine.

Increased federal, state and local government scrutiny in the
industry continue to place at risk reimbursement for programs and
services offered by KidsPeace.  KidsPeace derives a significant
portion of gross revenues from government agencies and payors even
as management seeks out other revenue streams to support its
services.  Holdbacks of reimbursement for services by local
counties, program closures and holds on state licenses have in the
past presented significant operating challenges.  In 2007, a ten-
week hold on admissions was imposed on KidsPeace by the
Pennsylvania Department of Welfare resulting in a 41% decline in
residential census.  Additionally, a dual diagnosis program was
closed in FY 2008 following a client incident and resulted in a
total loss of $11 million for 2008.  Although all Pennsylvania
residential programs are now fully licensed and accredited and
there have been no subsequent incidents at KidsPeace, risks
related to government reimbursement and operating license are
still viable.

At August 31, 2010, KidsPeace had $6.7 million in unrestricted
cash (22 days cash on hand) slightly up from $5.5 million (17 days
cash on hand) at FYE 2009 due to challenges with census, county
holdbacks and state payors.  Continued operational challenges as
well as KidsPeace's lack of diversity in revenue streams as
reflected by its high percentage of Medicaid (43% of gross
revenue) and pressures around payment rates for residential care
continue to temper liquidity and remain a key credit concern.
KidsPeace's debt measures remain leveraged with 137% debt-to-
capitalization and 0.1% peak debt service coverage although
partially mitigated by its 100% fixed rate debt structure and no
derivative exposure.  KidsPeace's investment allocation remains
conservative with 12% allocated to equities and 88% in cash with
liquidity available within one month.

                             Outlook

The negative outlook reflects Moody's belief that KidsPeace's
weakened balance sheet and liquidity remain at concerning levels
as management repositions the services offered by KidsPeace .

                What could change the rating -- Up

Future upward rating movement will largely depend on a material
increase in unrestricted liquidity; significant increase in
operating cash flow allowing KidsPeace to grow the balance sheet
and stabilization of census trends

               What could change the rating -- Down

Operating losses resulting in weakening of balance sheet and
leverage measures; violation of a 1.0 times rate covenant, leading
to further declines in liquidity.

                          Key Indicators

Assumptions & Adjustments:

  -- Based on financial statements for KidsPeace Inc.

  -- First number reflects audit year FY 2009 ended December 31,
     2009

  -- Second number reflects eight months of unaudited year FY 2010
     ended August 31, 2010 (annualized)

  -- Investment returns normalized at 6% unless otherwise noted

* Inpatient admissions: n/a; n/a

* Total operating revenues: $121.3 million; $112.8 million

* Moody's-adjusted net revenue available for debt service:
  $9.0 million; $439,000

* Total debt outstanding: $65.2 million; $65.2 million

* Maximum annual debt service (MADS): $6.4 million; $6.4 million

* MADS Coverage with reported investment income: 1.4 times; 0.0
  times

* Moody's-adjusted MADS Coverage with normalized investment
  income: 1.4 times; 0.1 times

* Debt-to-cash flow: 13.1 times; 148.4 times

* Days cash on hand: 17 days; 22 days

* Cash-to-debt: 8.5%; 10.2%

* Operating margin: -1.1%; -7.9%

* Operating cash flow margin: 6%; -0.5%

Rated Debt (Debt Outstanding As Of December 31, 2009):

  -- Series 1998 Fixed rate Revenue Bonds ($52.4 million
     outstanding) rated Caa2

  -- Series 1999 Fixed Rate Revenue Bonds ($3.6 million
     outstanding) rated Caa2

The last rating action with respect to KidsPeace was on
December 10, 2009, when a municipal finance scale rating of
Caa2 was assigned and the outlook was stable.  That rating was
subsequently recalibrated to Caa2 on May 7, 2010.


LANDMARK PROPERTIES: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Landmark Properties, Inc.
        8010 SW 132 Street
        Miami, FL 33156

Bankruptcy Case No.: 10-45166

Chapter 11 Petition Date: November 16, 2010

Court: U.S. Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Robert A. Mark

Debtor's Counsel: Grace E. Robson, Esq.
                  2450 Hollywood Boulevard, #706
                  Hollywood, FL 33020
                  Tel: (954) 239-4760
                  Fax: (954) 239-4761
                  E-mail: grobson@houghrobson.com

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

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

A list of the Company's 11 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flsb10-45166.pdf

The petition was signed by Raymond Navarro, president.


LEHMAN BROTHERS: Court Directs BofA to Return $500MM Seized
-----------------------------------------------------------
The Hon. James M. Peck rules that Bank of America's seizure of
Lehman Brothers Holdings Inc.'s deposited funds was an
unauthorized and impermissible setoff in violation of the
automatic stay in LBHI's bankruptcy case.  Judge Peck directs the
return of $500 million plus interest that BofA seized.  Judge Peck
reserves his decision on the issue of any costs, damages or
sanctions to be awarded.

The parties are instructed to contact chambers to arrange a status
conference within two weeks for purposes of scheduling any further
proceedings that may be appropriate to determine the amount of any
further monetary award.

"The current litigation between LBHI and [BofA] sheds light on
actions taken by [BofA] to better protect itself from Lehman-
related credit risk in August 2008, only a matter of weeks before
LBHI filed for bankruptcy," Judge Peck says.

LBHI posted a secured interest-bearing cash collateral account for
$500 million with BofA a few weeks before it filed for bankruptcy.
The cash collateral account was subject to terms and conditions of
a security agreement executed on August 25, 2008 following
expedited negotiations.

Judge Peck notes BofA was particularly worried about the risk of
suffering potentially significant losses in the course of
performing its customary role as Lehman's clearing bank with
respect to multiple securities transactions handled by the bank
each business day.

The case is Bank of America, N.A., Plaintiff and Counterclaim-
Defendant, v. Lehman Brothers Holdings Inc., Defendant and
Counterclaim-Plaintiff, and Lehman Brothers Special Financing
Inc., Defendant, Adv. Pro. Case No. 08-01753 (Bankr. S.D.N.Y.).  A
copy of Judge Peck's Memorandum Decision, dated November 16, 2010,
is available at http://is.gd/hln4ofrom Leagle.com.

Bank of America is represented by:

          William J.F. Roll, III, Esq.
          Daniel H.R. Laguardia, Esq.
          Kristen M. Fitzmaurice, Esq.
          SHEARMAN & STERLING LLP
          599 Lexington Avenue
          New York, NY 10022
          Telephone: 212-848-4260
          E-mail: wroll@shearman.com
                  daniel.laguardia@shearman.com

                       About Lehman Brothers

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

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

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

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

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

                 International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Giddens Wants Removal Period Moved Until May 9
---------------------------------------------------------------
James Giddens, trustee for Lehman Brothers Inc., asks the U.S.
Bankruptcy Court for the Southern District of New York to give
him until May 9, 2011, to file notices of removal of civil cases
involving LBI.  The current deadline is set to expire on
December 8, 2010.

Daniel Lubell, Esq., at Hughes Hubbard & Reed LLP, in New York,
says analysis of the cases involving LBI requires review of the
facts and the procedural posture of each case, and involves
coordination with the separate counsel who represented LBI in
connection with those cases.

Without an extension of the deadline, Mr. Lubell says, the
LBI Trustee risks "making premature removal decisions or waiving
these rights before he has had an opportunity to complete an
evaluation of these issues."

The Court will consider the proposed extension at the
November 17, 2010 hearing.  Deadline for filing objections is
November 10, 2010.

                       About Lehman Brothers

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

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

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

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

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

                 International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Jones Day to Provide Additional Services
---------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors seek a
court order authorizing their special counsel Jones Day to
provide additional services.

The new services include representation of Lehman Commercial
Paper Inc.'s subsidiary, Clarks Summit II LLC, in connection with
the sale of its aircraft and representation of LBHI with respect
to issues relating to the administration of LB UK RE Holdings
Limited.

Jones Day will also represent the Debtors in matters relating to
causes of action under Chapter 5 of the Bankruptcy Code that fall
outside the scope of the firm's services previously approved by
the Court and that conflict with the Debtors' primary
restructuring counsel, and in matters relating to the
investigation or pursuit of derivatives-related or structured
product-related causes of action on behalf of Lehman Brothers
Inc.

The U.S. Bankruptcy Court for the Southern District of New York
has authorized the Debtors to employ Jones Day as their special
counsel.

In exchange for its services, the Debtors will pay Jones Day
these hourly rates:

    Professionals         Rates
    -------------      -----------
    Partners           $575 - $900
    Counsel            $525 - $550
    Associates         $200 - $475
    Paralegals         $190 - $225

Jones Day will also be reimbursed of the expenses it may incur in
connection with its employment.

                       About Lehman Brothers

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

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

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

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

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

                 International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: LH 1440 Wants Stamp on State Street Deal Delayed
-----------------------------------------------------------------
L.H. 1440 LLC asks the U.S. Bankruptcy Court for the Southern
District of New York to delay approval of an agreement between
Lehman Brothers Holdings Inc. and State Street Bank and Trust
Company until the resolution of its appeal before a district
court.

In court papers, L.H. 1440 expressed concern that the approval of
the agreement would render its potential claims against State
Street Bank moot.

L.H. 1440 earlier took an appeal to the U.S. District Court for
the Southern District of New York to reconsider the decision
dismissing its claims against the bank.  The appeal has already
been briefed and a conference is scheduled for December 3, 2010.

If approved by the Bankruptcy Court, the agreement would permit
State Street Bank to foreclose on a real estate securing the
company's $15.6 million loan to L.H. 1440.

LBHI provided $15.6 million and two other loans totaling more
than $11 million to fund the acquisition and development of the
real estate in Bronx, New York.  The $15.6 million loan was among
those purchased by State Street Bank as part of a 2007 repurchase
transaction with Lehman Commercial paper Inc.  L.H. 1440
allegedly defaulted on the $15.6 million loan, prompting State
Street Bank to seek foreclosure of the property.

         LBHI & State Street Want Objection Overruled

LBHI and State Street Bank asked the Court to overrule the
objection of L.H. 1440.

"L.H. 1440 is seeking a stay pending appeal without presenting
any of the evidence or making any of the necessary showings to
obtain such an injunction," said LBHI's lawyer, Jacqueline
Marcus, Esq., at Weil Gotshal & Manges LLP, in New York.

Ms. Marcus said that the agreement won't affect L.H. 1440's
rights, pointing out that the agreement does not seek any relief
with respect to the proceedings in the District Court between
L.H. 1440 and State Street.  She further argued that the status
of L.H. 1440's claims is not relevant in determining whether it
is appropriate to authorize LBHI and LCPI to step aside to allow
State Street Bank to enforce its rights with respect to the loan.

Meanwhile, State Street Bank dismissed L.H. 1440's argument that
an approval of the agreement would render its claim moot,
pointing out that its claims against the bank have no bearing on
the propriety of the agreement whether or not the appeal is
affirmed.

                       About Lehman Brothers

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

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

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

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

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

                 International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Wins Nod for Clyde as Special Counsel
------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors received
bankruptcy court approval to employ Clyde Click P.C. as their
special counsel effective October 1, 2010.

Clyde has served as one of the "ordinary course" professionals
retained by the Debtors.  The firm's fees and expenses, however,
are expected to exceed the $1 million compensation cap for OCPs,
prompting the Debtors to seek approval to employ the firm as
special counsel pursuant to Sections 327 of the Bankruptcy Code.

As special counsel, Clyde will continue to provide the same
services including asset management and representing the Debtors
in connection with loan restructuring and workout.  The firm will
also provide new services to the Debtors such as equity
investment analysis, among other things.

Clyde will be paid for its services on an hourly basis and will
be reimbursed for its expenses.  The hourly rates for the firm's
professionals are $495 for partners, $415 for associates, and
$230 to $250 for paraprofessionals.

In a declaration, Clyde Click, Esq., a partner at Clyde, assures
the Court that the firm does not represent or hold any interest
adverse to the Debtors or their estates.

Tracy Hope Davis, the United States Trustee for Region 2, said
she has reviewed the Application.  Based on that review and on
her monitoring of the Debtors' bankruptcy cases, she said she has
no objection to the Application.

                       About Lehman Brothers

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

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

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

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

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

                 International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEVEL PROPANE: 6th Cir. BAP Upholds Plan Confirmation
-----------------------------------------------------
The Bankruptcy Appellate Panel for the Sixth Circuit affirms the
bankruptcy court's orders dismissing William H. Maloof's complaint
to revoke confirmation of the Chapter 11 bankruptcy plan of Level
Propane Gases, Inc. et al., pursuant to 11 U.S.C. Sec. 1144, for
failure to state a claim upon which relief can be granted under
Rule 12(b)(6) of the Federal Rules of Civil Procedure; and the
bankruptcy court's denial of Mr. Maloof's motion for leave to file
a third amended complaint.

Upon examination, the Panel unanimously agrees that the facts and
legal arguments presented in the briefs and record, and the
decisional process would not be significantly aided by oral
argument. Fed. R. App. P. 34(j)(2)(c), Rules of the Sixth Circuit;
6th Cir. BAP LBR 8012.  The Panel also concludes that there is
sufficient evidence in the record to support the bankruptcy
court's orders dismissing Mr. Maloof's complaint and denying
Mr. Maloof's motion for leave to file a third amended complaint.

A full-text copy of the BAP Opinion penned by the Hon. Marci B.
McIvor and dated November 16, 2010, is available at
http://is.gd/hlehQfrom Leagle.com.

Creditors of Level Propane Gasses, Inc., filed an involuntary
Chapter 7 petition against the company on June 11, 2002.  On
June 11, 2002, the Bankruptcy Court approved an Agreed Order and
Stipulation which converted the case to a chapter 11 proceeding.
During the second year of the bankruptcy case, the former sole
shareholder, William Maloof began to make allegations of fraud.
Prof. Ray Warner was appointed as examiner on April 30, 2003.  On
June 6, 2003, the Examiner filed his report with the Court, and
concluded that the evidence did not support the allegations of
misconduct on the part of Debtors' attorneys, Benesch Friedlander
Coplan & Aronoff.  On July 2, 2003, the Debtors' propane
distribution business was sold as a going concern.  On January 21,
2004, the Debtors' parking lot business was sold as a going
concern.


LINCOLNSHIRE CAMPUS: Court Confirms 3rd Amended Joint Plan
----------------------------------------------------------
The Hon. Stacey G.C. Jernigan enters an order confirming
Lincolnshire Campus, LLC, et al.'s Third Amended Joint Plan of
Reorganization Under Chapter 11 of the Bankruptcy Code, dated
September 30, 2010.  The Court also approves the Disclosure
Statement explaining the Plan.

As reported by the Troubled Company Reporter on October 7, 2010,
the Debtors sought confirmation of the Plan at a combined hearing
slated for November 10, 2010.  The Court has conditionally
approved the Disclosure Statement.  The order, however, reserves
the rights of all parties to raise objections to the adequacy in
the information in the Disclosure Statement.

According to the TCR, the latest iteration of the Plan provides
for the payment or full satisfaction of all secured tax claims,
senior mechanic's lien claims, administrative claims, and
unsecured priority claims.  The Plan also provides that the
holders of secured claims will receive cash equal to their pro
rata share of the cash proceeds after the payment of
administrative claims, senior mechanic's lien claims, and the
costs for administering the Plan.  Holders of unsecured claims
will be entitled to receive cash from fund available after payment
of all senior claims.  The Debtors expect that unsecured
creditors, with claims expected to aggregate $500,000, won't get
anything.  Holders of subordinated claims and equity interests
also won't receive any distributions.

Impaired creditors -- other than those receiving no distributions
-- are entitled to vote on the Plan.  Unsecured creditors and
equity holders are deemed to reject the Plan.

A copy of Judge Jernigan's Amended Findings of Fact, Conclusions
of Law, and Order (I) Approving the Debtors' Disclosure Statement
and (II) Confirming the Debtors' Third Amended Joint Plan of
Reorganization Under Chapter 11 of the Bankruptcy Code, dated
November 16, 2010, is available at http://is.gd/hl69pfrom
Leagle.com.

A full-text copy of the Disclosure Statement, as last amended
September 30, 2010, is available for free at:

     http://bankrupt.com/misc/Lincolnshire_DS_093010.pdf

Attorneys for Lincolnshire are:

     Vincent P. Slusher, Esq.
     Thomas R. Califano, Esq.
     DLA Piper LLP (US)
     1717 Main Street, Suite 4600
     Dallas, Texas 75201
     Tel: (214) 743-4572
          (212) 335-4500
     Fax: (972) 813-6267
          (212) 335-4501
     E-mail: vince.slusher@dlapiper.com
             thomas.califano@dlapiper.com

Attorneys for Monarch Landing, Inc. and Sedgebrook,
Inc. are:

      J. Mark Chevallier, Esq.
      James G. Rea, Esq.
      McGUIRE, CRADDOCK & STROTHER, P.C.
      3550 Lincoln Plaza
      500 N. Akard St.
      Dallas, TX 75201
      Tel: (214) 954-6800
      Fax: (214) 954-6850
      E-mail: mchevallier@mcslaw.com
              jrea@mcslaw.com

          -- and --

      Martin T. Fletcher, Esq.
      Stephen F. Fruin, Esq.
      Thomas J. Francella, Jr., DE Bar No 3835
      WHITEFORD, TAYLOR AND PRESTON, L.L.P.
      Seven Saint Paul Street
      Baltimore, MD 21202
      Tel: (410) 347-8700
      Fax (410) 752-7092
      E-mail: mfletcher@wtplaw.com
              sfruin@wtplaw.com
              tfrancella@wtplaw.com

                     About Lincolnshire Campus

Lincolnshire Campus and Naperville Campus, LLC, filed for Chapter
11 bankruptcy protection on June 15, 2010 (Bankr. N.D. Tex. Lead
Case No. 10-34176).  Vincent P. Slusher, Esq., at DLA Piper LLP
US, assists the Lincolnshire Debtors in their restructuring
effort.  BMC Group serves as claims and notice agent.
Lincolnshire estimated its assets and debts at $100 million to
$500 million.

Not-for-Profit Entities Sedgebrook, Inc., and Monarch Landing Inc.
filed for Chapter 11 protection on June 15, 2010.

The Lincolnshire Debtors and the NFP Debtors are affiliates of
Erickson Retirement Communities LLC.

Baltimore, Maryland-based Erickson Retirement, along with
affiliates, filed for Chapter 11 protection on Oct. 19, 2009
(Bankr. N.D. Tex. Case No. 09-37010).  DLA Piper LLP (US) serves
as counsel to the Debtors.  Judge Stacey G.C. Jernigan confirmed
Erickson's Plan of Reorganization on April 16, 2010.  The
confirmed Chapter 11 Plan is premised on the $365 million sale of
substantially all of the Erickson Retirement assets to Redwood
Capital Investments LLC and its affiliates.  The Plan became
effective on April 30, 2010. BMC Group Inc. served as claims and
notice agent.  Houlihan, Lokey, Howard & Zoukin, Inc., was
investment and financial consultant.  Alvarez & Marsal served as
restructuring adviser.

Erickson own 20 continuing care retirement communities in
11 states.  Among Erickson's 20 communities, eight are completed,
11 are open although in construction, and one is in development.
They have 23,000 residents in total.


LINENS 'N THINGS: Settles $13MM Adversary Case Against Conair
-------------------------------------------------------------
Linens 'n Things, Inc., has settled a $13 million adversary suit
against Conair Corp. over alleged preferential transfers,
Bankruptcy Law360 reports.

Under the settlement, filed Tuesday in the U.S. Bankruptcy Court
for the District of Delaware, Conair agreed to pay LNT $295,000
and to drop its $3.1 million claim, Law360 says.

                       About Linens 'n Things

Headquartered in Clifton, New Jersey, Linens 'n Things, Inc. --
http://www.lnt.com/-- was the second largest specialty retailer
of home textiles, housewares and home accessories in North
America. As of Sept. 30, 2008, Linens 'n Things operated 411
stores in 47 states and seven provinces across the United States
and Canada.  Linens 'n Things was acquired by private
equity firm Apollo Management in 2006.

On May 2, 2008, these Linens entities filed Chapter 11 petition
(Bankr. D. Del.): Linens Holding Co. (08-10832), Linens 'n Things,
Inc. (08-10833), Linens 'n Things Center, Inc. (08-10834),
Bloomington, MN., L.T., Inc. (08-10835), Vendor Finance, LLC (08-
10836), LNT, Inc. (08-10837), LNT Services, Inc. (08-10838), LNT
Leasing II, LLC (08-10839), LNT West, Inc. (08-10840), LNT
Virginia LLC (08-10841), LNT Merchandising company LLC (08-10842),
LNT Leasing III, LLC (08-10843), and Citadel LNT, LLC (08-10844).
Judge Christopher S. Sontchi presides over the case.

Mark D. Collins, Esq., John H. Knight, Esq., and Jason M. Madron,
Esq., at Richards, Layton & Finger, P.A., are Linens 'n Things'
bankruptcy counsel.  The Debtors' special corporate counsel are
Holland N. O'Neil, Esq., Ronald M. Gaswirth, Esq., Stephen A.
McCaretin, Esq., Randall G. Ray, Esq., and Michael S. Haynes,
Esq., at Morgan, Lewis & Bockius, LLP.  The Debtors'
restructuring management services provider is Conway Del Genio
Gries & Co., LLC.  The Debtors' CRO and Interim CEO is Michael F.
Gries, co-founder of Conways Del Genio Gries & Co., LLC.  The
Debtors' claims agent is Kurtzman Carson Consultants, LLC.  The
Debtors' consultants are Asset Disposition Advisors, LLC, and
Protivit, Inc.  The Debtors' investment bankers are Financo, Inc.,
and Genuity Capital Markets.


LOCAL INSIGHT: Files for Chapter 11 in Delaware
-----------------------------------------------
Local Insight Media Holdings, Inc. and certain of its domestic
subsidiaries, including Local Insight Regatta Holdings, Inc. and
The Berry Company LLC filed voluntary petitions for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case
No. 10-13677).

"After a careful and thorough analysis, we determined that a
reorganization is the best alternative to strengthen our balance
sheet, position us for the future and enable us to better serve
our customers," said Scott A. Pomeroy, president and chief
executive officer of LIMH.  "We expect to emerge with a rational
and sustainable capital structure, which supports our strong
strategic approach and business transformation."

The Company expects to operate its business as usual throughout
the reorganization process, with no interruption in service to
customers.

In addition, the Company has secured commitments for a $25 million
debtor-in-possession financing facility from J.P. Morgan Chase and
GSO Capital Partners LP.  The DIP facility, upon its approval by
the Bankruptcy Court, will provide an immediate source of funds to
enable the Company to meet their business obligations during the
reorganization process.  The DIP facility will mature one year
after the closing date.

                        First Day Motions

The Company has also filed a number of customary first day motions
with the bankruptcy court so it can continue to operate its
business in the normal course while it completes the
reorganization.  These include motions providing for employees to
continue to receive compensation and benefits as usual and to
maintain its client programs.

A hearing to consider First Day Motions will take place on
November 19, 2010 at 12:00 p.m. (Prevailing Eastern Time), before
the Honorable Kevin Gross at the United States Bankruptcy Court
for the District of Delaware, located at 824 North Market Street,
6th Floor, Courtroom No. 3, in Wilmington, Delaware.

                        Road to Bankruptcy

Richard C. Jenkins, interim chief financial officer of Local
Insight, said, "The recent economic recession and dislocation of
credit markets have caused a decline in the Debtors' print
advertising sales -- the principal source of the Debtors' revenue.
According to published industry sources, the print advertising
market declined by 20% during the worst phase of the economic
downturn.  As a result, total revenue for the three and six month
periods ended June 30, 2010 were approximately $131,570,000 and
$266,142,000 respectively, representing a respective decrease in
total revenue of approximately 9.3% and 8.3% from the same periods
for the previous year."

Mr. Jenkins relates that although the Debtors have implemented
various cost-cutting and operational restructuring initiatives,
these initiatives have not been sufficient to offset declining
revenues.

The initiatives included several rounds of reductions in the
Debtors' workforce (primarily in the areas of operations, sales
and field marketing, information technology, and marketing) and a
cessation of operations at the Debtors' facilities located in
Matthews, North Carolina, effective March 31, 2010, and Erie,
Pennsylvania, effective December 31, 2010.

                     About Local Insight Media

Local Insight Media Holdings, Inc. is a leading provider of local
search solutions, generating leads for its advertising clients and
enabling consumers to efficiently find the products and services
they need.

Local Insight operates three business units -- (i) Regatta
Investors Holdings Inc., through operating subsidiary The Berry
Company LLC, sells advertising and coordinates publication and
distribution of 870 print directories for companies and customers,
(ii) Local Insight Media, Inc., employs most of the Company's
senior management and provides management services to Regatta, and
(iii) Caribe owns publication rights of certain print and internet
directories in the Dominican Republic and Puerto Rico.  Local
Insight Media, Inc. and Caribe are not part of the Chapter 11
filing.

The Berry Company serves approximately 235,000 advertising clients
in 42 states, publishing approximately 870 print Yellow Pages
directories on behalf of approximately 115 telco and other
customers.

Local Insight Media Holdings estimated assets of less than $50,000
and liabilities of $100 million to $500 million in its Chapter 11
petition.

In its latest Form 10-Q with the Securities and Exchange
Commission, Local Insight Regatta reported consolidated assets of
$796,270,000 against consolidated debts of $669,612,000 as of
Sept. 30, 2010.

The Debtors' legal advisor is Kirkland & Ellis LLP and its
investment banker is Lazard Freres & Co LLC.  Kurzman Carson
Consultants is the claims and notice agent.  Laura Davis Jones,
Esq., Michael R. Seidl, Esq., and Curtis A. Hehn, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve
as co-counsel to the Debtors.


LOCAL INSIGHT: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Local Insight Media Holdings, Inc.
        2711 Centerville Road
        Suite 400
        Wilmington, DE 19808

Bankruptcy Case No.: 10-13677

Debtor-affiliates filing separate Chapter 11 petitions:

     Entity                                   Case No.
     ------                                   --------
     Local Insight Media Holdings II, Inc.    10-13679
     Local Insight Media Holdings III, Inc.   10-13682
     LIM Finance Holdings, Inc.               10-13680
     LIM Finance, Inc.                        10-13681
     LIM Finance II, Inc.                     10-13687
     Local Insight Regatta Holdings, Inc.     10-13686
     The Berry Company LLC                    10-13678
     Local Insight Listing Management, Inc.   10-13685
     Regatta Investor Holdings, Inc.          10-13725
     Regatta Investor Holdings II, Inc.       10-13741
     Regatta Investor LLC                     10-13684
     Regatta Split-off I LLC                  10-13721
     Regatta Split-off II LLC                 10-13753
     Regatta Split-off III LLC                10-13737
     Regatta Holding I, L.P.                  10-13748
     Regatta Holding II, L.P.                 10-13715
     Regatta Holding III, L.P.                10-13745

Type of Business: Local Insight Media Holdings is a publisher
                  of print and online yellow page directories
                  in the United States.

Chapter 11 Petition Date: November 17, 2010

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

Debtors'
Counsel         : Richard M. Cieri, Esq.
                  Christopher J. Marcus, Esq.
                  KIRKLAND & ELLIS LLP
                  601 Lexington Avenue
                  New York, NY 10022-4611
                  Tel: (212) 446-4800
                  Fax: (212) 466-4900
                  E-mail: richard.cieri@kirkland.com
                          christopher.marcus@kirkland.com

                  Ross M. Kwasteniet, Esq.
                  KIRKLAND & ELLIS LLP
                  300 North LaSalle
                  Chicago, IL 60654-3406
                  Tel: (312) 862-2000
                  Fax: (312) 862-2200
                  E-mail: ross.kwasteniet@kirkland.com
Debtors'
Co-Counsel      : Curtis A. Hehn, Esq.
                  Laura Davis Jones, Esq.
                  Michael Seidl, Esq.
                  PACHULSKI STANG ZIEHL & JONES LLP
                  919 N. Market Street
                  17th Floor
                  Wilmington, DE 19801
                  Tel: (302) 652-4100
                  Fax: (302) 652-4400
                  E-mail: chehn@pszjlaw.com
                          ljones@pszjlaw.com
                          mseidl@pszyj.com
Debtors'
Investment
Banker and
Financial
Advisor         : LAZARD FRERES & CO. LLC

Debtors'
Independent
Auditors        : DELOITTE & TOUCHE LLP

Debtors'
Claims
Agent           : KURTZMAN CARSON CONSULTANTS LLC

Debtors'
Interim
Management
and
Restructuring
Advisors        : ALVAREZ & MARSAL NORTH AMERICA, LLC
                  AVAREZ & MARSAL PRIVATE EQUITY PERFORMANCE
                  IMPROVEMENT GROUP, LLC

Assets & Debts: Local Insight Media Holdings estimated assets of
                less than $50,000 and liabilities of $100 million
                to $500 million in its Chapter 11 petition.  In
                its latest Form 10-Q with the Securities and
                Exchange Commission, Local Insight Regatta
                reported consolidated assets of $796,270,000
                against consolidated debts of $669,612,000 as of
                Sept. 30, 2010.


The petition was signed by Richard C. Jenkins, interim chief
financial officer.

Debtor's List of 30 Largest Unsecured Creditors:

  Entity/Person               Nature of Claim         Claim Amount
  -------------               ---------------         ------------
US Bank National Trust        Indenture Trustee       $210,500,000
Association                   for $210,500,000
60 Livingston Ave.            Senior Subordinated
St. Paul, MN 55107            Notes due 2017

Welsh, Carson, Anderson       Holder of $137,500,000  $137,500,000
& Stowe and Affiliates        Senior Credit Facility
320 Park Avenue               due 2011
Suite 2500
New York, NY 10022

Welsh, Carson, Anderson       Holder of $100,000,000  $100,000,000
& Stowe and Affiliates        Senior Credit Facility
320 Park Avenue               due 2011
Suite 2500
New York, NY 10022

Welsh, Carson, Anderson       Holder of $60,000,000    $60,000,000
                              Subordinated Notes
                              Due 2014

Bain and Company              Trade debt                $5,156,359

Quadgraphics                  Trade debt                $2,938,712
(World Color USA Corp.)

Directory Distributing        Trade debt                  $622,658

Windstream                    Trade debt                  $327,946

Buchanan Technologies         Trade debt                  $312,658

Google Inc.                   Trade debt                  $311,267

Randstad Work Solutions       Trade debt                  $283,608

Marches Sales Inc.            Trade debt                  $260,075

Ntelos Telephone, Inc.        Trade debt                  $230,758

NYK Logistics (Americas)      Trade debt                  $143,407
Inc.

MacMillan India Limited       Trade debt                  $141,738

Apex 3 LLC                    Trade debt                  $124,901

Data Link Solutions Inc.      Trade debt                  $121,406

Kelly Services Inc.           Trade debt                  $114,058

John S Swift Company of       Trade debt                   $91,674
Des Plaines

Logistech Inc.                Trade debt                   $75,022

AT & I LM Berry & Company     Trade debt                   $70,932

Agilonics Inc.                Trade debt                   $65,886

Corporex Inverness            Trade debt                   $50,322

Knowledgelake Inc.            Trade debt                   $50,000

McCarthy Burgess & Wolff      Trade debt                   $49,443

Nielsen Company LLC           Trade debt                   $49,342

Booth Research Services       Trade debt                   $48,300

Duke Realty LP                Trade debt                   $45,991

Arapahoe Hospitality LLC      Trade debt                   $45,691

Xerox Corporation             Trade debt                   $43,272


LOEHMANN'S HOLDINGS: Gets Court's Nod to Hire KCC as Claims Agent
-----------------------------------------------------------------
Loehmann's Holdings, Inc., sought and obtained authorization from
the Hon. Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York to hire Kurtzman Carson Consultants
LLC as claims and noticing agent.

KCC will, among other things:

     (a) prepare and serve required notices in the Debtors'
         Chapter 11 Cases;

     (b) maintain an official copy of the Debtors' schedules of
         assets and liabilities and statement of financial
         affairs, listing the Debtors' known creditors and the
         amounts owed thereto;

     (c) provide access to the public for examination of copies of
         the proofs of claim or proofs of interest filed in the
         Chapter 11 cases without charge during regular business
         hours (if necessary); and

     (d) furnish a notice of the last date for the filing of
         proofs of claims and a form for the filing of a proof of
         claim, after the notice and form are approved by this
         Court.

Prior to the Petition Date, the Debtors paid KCC a retainer of
$20,000.

KCC will charge the Debtors for services, expenses and supplies at
the rates or prices set by KCC and in effect as of the date of the
services agreement in accordance with the "KCC fee structure."

Albert Kass, KCC'S Vice President of Corporate Restructuring
Services, assured the Court that the firm is a "disinterested
person" as that term defined in Section 101(14) of the Bankruptcy
Code.

Bronx, New York-based Loehmann's Holdings, Inc., is a discount
retailer with more than 60 stores.  The Bronx, New York-based
company is owned indirectly by Istithmar PJSC, an investment firm
owned by the government of Dubai.

Loehmann's filed for Chapter 11 bankruptcy protection on
November 15, 2010 (Bankr. S.D.N.Y. Case No. 10-16077).  It
estimated its assets and debts at $100 million to $500 million.

Affiliates Loehmann's Inc. (Bankr. S.D.N.Y. Case No. 10-16078),
Loehmann's Operating Co. (Bankr. S.D.N.Y. Case No. 10-16079),
Loehmann's Real Estate Holdings, Inc. (Bankr. S.D.N.Y. Case No.
10-16080), and Loehmann's Capital Corp. (Bankr. S.D.N.Y. Case No.
10-16081) filed separate Chapter 11 petitions.

Frank A. Oswald, Esq., at Togut, Segal & Segal LLP, assist the
Debtors in their restructuring efforts.

Perella Weinberg Partners LP is the Debtors' investment banker and
financial advisor.  Clear Thinking Group LLC is the Debtors'
restructuring adviser.  Troutman Sanders LLP is the Debtor's
special corporate counsel.


LOEHMANN'S HOLDINGS: Taps Perella Weinberg as Investment Banker
---------------------------------------------------------------
Loehmann's Holdings, Inc., et al., ask for authorization from the
U.S. Bankruptcy Court for the Southern District of New York to
employ Perella Weinberg Partners LP as investment banker and
financial advisor, nunc pro tunc to the Petition Date.

Perella Weinberg will, among other things:

     a. assist in the development of financial data and
        presentations to the Debtors' Boards of Directors, various
        creditors, and other parties;

     b. analyze the Debtors' financial liquidity and evaluate
        alternatives to improve such liquidity;

     c. evaluate the Debtors debt capacity and alternative capital
        structures; and

     d. participate in negotiations among the Debtors and its
        creditors, suppliers, lessors and other interested parties
        with respect to any of the transactions contemplated by in
        the Chapter 11 cases.

The Debtors will pay Perella Weinberg:

     a. a monthly financial advisory fee of $125,000 for each
        month of the engagement due and payable in advance on the
        first of each month;

     b. a Restructuring Fee in the amount of $1,200,000, payable
        promptly upon consummation of a Restructuring, provided,
        that the Restructuring Fee will be reduced by 50% of four
        Monthly Fees paid to Perella Weinberg; plus

     c. a Sale Fee equal to 1% of the Transaction Value of a Sale,
        payable upon consummation of any such Sale; plus

     d. reimbursement for reasonable expenses including, but not
        limited to, reasonable professional and legal fees,
        charges and disbursements of legal counsel (professional
        and legal expenses not to exceed $50,000 without the
        Debtors' consent), any sales, use or similar taxes, travel
        and hotel expenses, printing costs, data processing and
        communication charges, research expenses and courier and
        postage services arising in connection with the case.

Notwithstanding the foregoing, Perella Weinberg will not be paid
both a Restructuring Fee and a Sale Fee.

Richard Shinder, Perella Weinberg's managing director, assures
the Court that the firm is a "disinterested person" as that term
defined in Section 101(14) of the Bankruptcy Code.

Bronx, New York-based Loehmann's Holdings, Inc., is a discount
retailer with more than 60 stores.  The Bronx, New York-based
company is owned indirectly by Istithmar PJSC, an investment firm
owned by the government of Dubai.

Loehmann's filed for Chapter 11 bankruptcy protection on
November 15, 2010 (Bankr. S.D.N.Y. Case No. 10-16077).  It
estimated its assets and debts at $100 million to $500 million.

Affiliates Loehmann's Inc. (Bankr. S.D.N.Y. Case No. 10-16078),
Loehmann's Operating Co. (Bankr. S.D.N.Y. Case No. 10-16079),
Loehmann's Real Estate Holdings, Inc. (Bankr. S.D.N.Y. Case No.
10-16080), and Loehmann's Capital Corp. (Bankr. S.D.N.Y. Case No.
10-16081) filed separate Chapter 11 petitions.

Frank A. Oswald, Esq., at Togut, Segal & Segal LLP, assist the
Debtors in their restructuring efforts.

Clear Thinking Group LLC is the Debtors' restructuring adviser.
Troutman Sanders LLP is the Debtor's special corporate counsel.
Kurtzman Carson Consultants LLC is the Debtors' claims and notice
agent.


LOEHMANN'S HOLDINGS: Taps Clear Thinking as Restructuring Adviser
-----------------------------------------------------------------
Loehmann's Holdings, Inc., et al., ask for authorization from the
U.S. Bankruptcy Court for the Southern District of New York to
employ Clear Thinking Group, LLC, as their financial advisor and
consultant, effective as of the Petition Date.

CTG will, among other things:

     (a) assist in the development of the Debtors' Chapter 11
         plan;

     (b) assist in the development of financial data and
         presentations to the Debtors' Board of Directors, secured
         lender, landlords, various creditors, the Court and other
         third parties;

     (c) assist with the preparation of necessary schedules,
         Budgets and court related reporting; and

     (d) analyze various liquidation scenarios and potential
         Impact of these scenarios on the recoveries of those
         Stakeholders impacted by the Debtors' partial or full
         Liquidation.

The Debtors also seek to retain Perella Weinberg Partners LP to
provide investment banking and advisory services as are
customarily provided in connection with the analysis and
negotiation of any of the transactions contemplated by this
Chapter 11 case.  The Debtor assures the Court that PWP's services
will not be duplicative of the services to be rendered by CTG.

CTG will be paid based on the rates of its professionals:

         Partner                    $450
         Managing Director          $300
         Manager                    $225
         Consultant                 $200
         Analyst                    $175

Lee Diercks, a partner at CTG, assures the Court that the firm is
a "disinterested person" as that term defined in Section 101(14)
of the Bankruptcy Code.

                    About Loehmann's Holdings

Bronx, New York-based Loehmann's Holdings, Inc., is a discount
retailer with more than 60 stores.  The Bronx, New York-based
company is owned indirectly by Istithmar PJSC, an investment firm
owned by the government of Dubai.

Loehmann's filed for Chapter 11 bankruptcy protection on
November 15, 2010 (Bankr. S.D.N.Y. Case No. 10-16077).  It
estimated its assets and debts at $100 million to $500 million.

Affiliates Loehmann's Inc. (Bankr. S.D.N.Y. Case No. 10-16078),
Loehmann's Operating Co. (Bankr. S.D.N.Y. Case No. 10-16079),
Loehmann's Real Estate Holdings, Inc. (Bankr. S.D.N.Y. Case No.
10-16080), and Loehmann's Capital Corp. (Bankr. S.D.N.Y. Case No.
10-16081) filed separate Chapter 11 petitions.

Frank A. Oswald, Esq., at Togut, Segal & Segal LLP, assist the
Debtors in their restructuring efforts.

Perella Weinberg Partners LP is the Debtors' investment banker and
financial advisor.  Troutman Sanders LLP is the Debtor's special
corporate counsel.  Kurtzman Carson Consultants LLC is the
Debtors' claims and notice agent.


LOEHMANN'S HOLDINGS: Taps Troutman as Non-Bankruptcy Counsel
------------------------------------------------------------
Loehmann's Holdings, Inc., et al., ask for authorization from the
U.S. Bankruptcy Court for the Southern District of New York to
employ Troutman Sanders LLP as special corporate, real estate,
labor and employment, banking and finance counsel to the Debtor,
nunc pro tunc to the Petition Date.

Troutman Sanders will, among other things:

     (a) assist the Debtors in negotiating and documenting
         arrangements and agreements with their lenders, suppliers
         and other parties relating to general corporate, and
         other non-bankruptcy related matters;

     (b) assist in the preparation and prosecution of non-
         Bankruptcy administrative and litigation matters relating
         to the Debtors' businesses;

     (c) provide continuing legal advice in connection with
         corporate related issues; and

     (d) provide support to object to claims, if necessary.

The Debtor has filed an application for an order authorizing it to
retain Togut, Segal & Segal LLP as its bankruptcy and
restructuring counsel.  TS&S is a bankruptcy boutique whose
practice is exclusively limited to bankruptcy and creditors rights
matters.  Troutman Sanders will coordinate with TS&S, such that
the services provided by both the Troutman Firm and TS&S are
complimentary of each other and not duplicative.

Troutman Sanders will be paid based on the rates of its
professionals:

         William D. Freedman, Partner                   $585
         Norman A. Jenkins                            $517.50
         Miles M. Borden, Partner                       $540
         Michael A. Karpen, Partner                   $517.50
         Kristopher Henman, Associate                 $328.50
         Partners                                    $335-$900
         Of Counsel                                  $290-$550
         Associates                                  $110-$500
         Paralegals                                  $135-$290

William D. Freedman, Esq., a partner at Troutman Sanders, assures
the Court that the firm is a "disinterested person" as that term
defined in Section 101(14) of the Bankruptcy Code.

Bronx, New York-based Loehmann's Holdings, Inc., is a discount
retailer with more than 60 stores.  The Bronx, New York-based
company is owned indirectly by Istithmar PJSC, an investment firm
owned by the government of Dubai.

Loehmann's filed for Chapter 11 bankruptcy protection on
November 15, 2010 (Bankr. S.D.N.Y. Case No. 10-16077).  It
estimated its assets and debts at $100 million to $500 million.

Affiliates Loehmann's Inc. (Bankr. S.D.N.Y. Case No. 10-16078),
Loehmann's Operating Co. (Bankr. S.D.N.Y. Case No. 10-16079),
Loehmann's Real Estate Holdings, Inc. (Bankr. S.D.N.Y. Case No.
10-16080), and Loehmann's Capital Corp. (Bankr. S.D.N.Y. Case No.
10-16081) filed separate Chapter 11 petitions.

Frank A. Oswald, Esq., at Togut, Segal & Segal LLP, assist the
Debtors in their restructuring efforts.

Perella Weinberg Partners LP is the Debtors' investment banker and
financial advisor.  Clear Thinking Group LLC is the Debtors'
restructuring adviser.  Kurtzman Carson Consultants LLC is the
Debtors' claims and notice agent.


LOEHMANN'S HOLDINGS: Organizational Meeting Set for Nov. 23
-----------------------------------------------------------
Tracy Hope Davis, United States Trustee for Region 2, will hold an
organizational meeting on November 23, 2010, at 11:00 a.m. (ET) in
the bankruptcy case of Loehmann's Holdings, Inc., et al.  The
meeting will be held at the United States Trustee Meeting Rooms,
80 Broad Street, 4th Floor, New York, NY 10004.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

Bronx, New York-based Loehmann's Holdings, Inc., is a discount
retailer with more than 60 stores.  The Bronx, New York-based
company is owned indirectly by Istithmar PJSC, an investment firm
owned by the government of Dubai.

Loehmann's filed for Chapter 11 bankruptcy protection on
November 15, 2010 (Bankr. S.D.N.Y. Case No. 10-16077).  It
estimated its assets and debts at $100 million to $500 million.

Affiliates Loehmann's Inc. (Bankr. S.D.N.Y. Case No. 10-16078),
Loehmann's Operating Co. (Bankr. S.D.N.Y. Case No. 10-16079),
Loehmann's Real Estate Holdings, Inc. (Bankr. S.D.N.Y. Case No.
10-16080), and Loehmann's Capital Corp. (Bankr. S.D.N.Y. Case No.
10-16081) filed separate Chapter 11 petitions.

Frank A. Oswald, Esq., at Togut, Segal & Segal LLP, assists the
Debtors in their restructuring efforts.

Clear Thinking Group LLC is the Debtors' restructuring adviser.
Perella Weinberg Partners LP is the Debtors' investment bank and
financial advisor.  Troutman Sanders LLP is the Debtor's special
corporate counsel.  Kurtzman Carson Consultants LLC is the
Debtors' claims and notice agent.


MARK SWANK: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Joint Debtors: Mark Andrew Swank
               Dreama Jo Swank
                 aka Dreama J. Ferron
               CJTF-82/CJ2/DCGS-A
               Bagram, AB AFG
               APO, AE 09354

Bankruptcy Case No.: 10-36146

Chapter 11 Petition Date: November 16, 2010

Court: U.S. Bankruptcy Court
       District of Maryland (Baltimore)

Judge: James F. Schneider

Debtors' Counsel: Marc A. Ominsky, Esq.
                  LAW OFFICES OF CHAIFETZ & COYLE, PC
                  9881 Broken Land Parkway, Suite 300
                  Columbia, MD 21046
                  Tel: (443) 546=4608
                  Fax: (443) 546-4621
                  E-mail: marc_ominsky@verizon.net

Estimated Assets: $0 to $50,000

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

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mdb10-36146.pdf


MEDCLEAN TECH: Posts $753,682 Net Loss for September 30 Quarter
---------------------------------------------------------------
MedClean Technologies Inc. filed its quarterly report on Form
10-Q, reporting a net loss of $753,682 on $306,825 of total
revenue for the three months ended Sept. 30, 2010, compared with a
net loss of $339,306 on $1.55 million of total revenue for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed
$1.67 million in total assets, $2.26 million in total liabilities,
and a stockholders' deficit of $590,291.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6ee4

                   About MedClean Technologies

Based in Bethel, Connecticut, MedClean Technologies, Inc.,
provides solutions for managing medical waste on site including
designing, selling, installing and servicing on site (i.e. "in-
situ") turnkey systems to treat regulated medical waste.

As reported in the Troubled Company Reporter on March 8, 2010,
Child, Van Wagoner & Bradshaw, PLLC, in Salt Lake City, expressed
substantial doubt about the Company's ability to continue as a
going concern, after auditing the Company's financial statements
for the year ended December 31, 2009.  The independent auditors
noted that of the Company's substantial recurring losses.


MEDICAL SPA: Files for Chapter 11 in Nevada
-------------------------------------------
Las Vegas, Nevada-based The Medical Spa, LLC, doing business as
The Medical Spa At Summerlin, filed for Chapter 11 protection on
November 16, 2010 (Bankr. D. Nev. Case No. 10-31638).

The Company estimated assets of up to $50,000 and debts of between
$500,000 and $1 million in its chapter 11 petition.

Steve Green at The Las Vegas Sun reports that Tracy Hurst, who
controls the Medical Spa at Summerlin, was charged in a lawsuit
that the spa was being used after hours for clandestine
procedures.  Mr. Hurst had sued a former employee and the
employee's retired cosmetic-surgeon husband, who denied the
allegations.  The continues in Clark County District Court, with
the defendants Nancy Vinnik and her husband, Dr. Charles Vinnik,
pursuing a counterclaim against Mr. Hurst.


METRO-GOLDWYN-MAYER: Gets OK of Deal to Give Up Office Space
------------------------------------------------------------
Metro-Goldwyn-Mayer Studios Inc. and its affiliates received court
approval of an agreement that would allow them to cut back on
their use of office space.

Metro-Goldwyn-Mayer Studios Inc. hammered out the deal with
Constellation Place LLC in connection with their lease contract
dated November 27, 2000.   The contract allows MGM Studios to
lease about 341,633 square feet of space in an office building in
California, which it uses for its headquarters.

The deal permits MGM Studios to give up about 75,000 square feet
of the leased space and to scrub more unneeded space upon notice
by Constellation Place.

In exchange, Constellation Place will have an unsecured claim
against MGM Studios of $83.43 per square foot or approximately
$6,257,250 for the 75,000 square feet of office space returned.

Upon court approval of the deal, MGM Studios will have 12 months
following the effective date of its restructuring plan to decide
whether to assume or reject the lease contract for the remaining
office space.  The Company will not be allowed to seek a court
order rejecting or terminating the contract that will be
effective prior to the date that is seven months after its
bankruptcy filing.

In case the lease for the remaining space is rejected,
Constellation Place will have an allowed claim of $28,501,139
against MGM Studios, according to the terms of the deal.

The deal also permits Constellation Place to offset a portion of
the $19,552,841 security deposit it is holding against its claims
for rejection damages.  If the total rejection damages exceed the
amount of the security deposit, Constellation Place will have an
allowed unsecured claim for the deficiency.

"The agreement will permit MGM Studios to immediately save
approximately $375,000 in monthly rent, which savings may
increase to approximately $500,000 per month if additional space
is designated for rejection by the landlord as permitted under
the agreement," says MGM Studios' lawyer, Jay Goffman, Esq., at
Skadden Arps Slate Meagher & Flom LLP, in New York.

The deal is formalized in a 12-page agreement, a copy of which is
available for free at:

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

                 About Metro-Goldwyn-Mayer Studios

Metro-Goldwyn-Mayer Studios Inc. -- http://www.mgm.com/--
-- is actively engaged in the worldwide production and
distribution of motion pictures, television programming, home
video, interactive media, music, and licensed merchandise. The
company owns the world's largest library of modern films,
comprising around 4,100 titles. Operating units include Metro-
Goldwyn-Mayer Studios Inc., Metro-Goldwyn-Mayer Pictures Inc.,
United Artists Films Inc., MGM Television Entertainment Inc., MGM
Networks Inc., MGM Distribution Co., MGM International Television
Distribution Inc., Metro-Goldwyn-Mayer Home Entertainment LLC, MGM
ON STAGE, MGM Music, MGM Consumer Products and MGM Interactive. In
addition, MGM has ownership interests in domestic and
international TV channels reaching over 130 countries.

As of September 30, 2010, the Debtors' unaudited consolidated
financial statements, as prepared in accordance with accounting
principles generally accepted in the United States for interim
financial statements, included $2,673,772,000 in total assets and
$3,451,493,000 in total liabilities

Excluding certain adjustments made by the Company in accordance
with GAAP, the Debtors' total outstanding liabilities would be
$5,766,721,000, which includes the total face value of outstanding
principal and accrued, but unpaid, interest under the Credit
Agreement and interest rate swap agreements.

Metro-Goldwyn-Mayer Inc. and 160 of its affiliates on November 3
filed Chapter 11 cases (Bankr. S.D.N.Y. Lead Case No. 10-15774),
to seek confirmation of their "pre-packaged" plan of
reorganization.

Jay M. Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in New York, serves as bankruptcy counsel to the Debtors.  Klee,
Tuchin, Bogdanoff & Stern LLP is the legal counsel.  Moelis &
Company is the financial advisor.  Donlin Recano & Company, Inc.,
is the claims and notice agent.  CAIR Management, LLC, Stephen F.
Cooper, and Zolfo Cooper Management LLC, is the Debtors'
management service providers.

Bankruptcy Creditors' Service, Inc., publishes METRO-GOLDWYN-MAYER
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Metro-Goldwyn-Mayer Inc. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


METRO-GOLDWYN-MAYER: Gets OK for Ernst & Young as Tax Advisor
-------------------------------------------------------------
Judge Stuart Bernstein authorized Metro-Goldwyn-Mayer Studios Inc.
and its units to employ Ernst & Young LLP as their auditor and tax
advisor effective November 3, 2010.

Judge Bernstein ruled that the limitation of liability provided
in the master tax services agreement between the Debtors and
Ernst & Young will not apply with respect to any liability
determined by a final, non-appealable order to have resulted from
gross negligence or willful misconduct.

In response to the U.S Trustee's objection, Judge Bernstein ruled
that Ernst & Young LLP will not be entitled to counsel fees for
employment and fee application charges; and will not subcontract
services provided to the Debtors without further court order.

Ernst & Young was ordered to provide notice of any increases in
its hourly rates to the Debtors, the U.S. Trustee and to the
Court.

Ernst & Young will be tasked to provide these services:

(1) auditing and reporting on financial statements of MGM
    Holdings Inc. and Metro-Goldwyn-Mayer Inc. as of March 31,
    2010;

(2) routine tax advice and assistance as requested when these
    projects are not covered by a separate statement of work,
    do not involve any significant tax planning and are
    expected, at their outset, to involve total professional
    time not to exceed $10,000;

(3) assisting the Debtors in developing an understanding
    of the tax issues and options related to their bankruptcy
    filing, taking into account their specific facts and
    circumstances, for U.S. federal and state tax purposes and
    assisting them in general tax matters; and

(4) providing assistance with respect to tax returns and
    various other tax matters.

For its auditing services, Ernst & Young will be paid at these
hourly rates:

    Professionals                         Hourly Rates
    -------------                         ------------
    National Partner/Principal/            $610 - $980
     Executive Director
    Principal/Partner/Executive Director   $580 - $760
    Senior Manager                         $525 - $665
    Manager                                $452 - $574
    Senior                                 $301 - $445
    Staff                                  $207 - $280

Meanwhile, the firm will receive payment for its routine on-call
and tax advisory services at these hourly rates:

    Professionals                         Hourly Rates
    -------------                         ------------
    National Partner/Principal/            $610 - $760
     Executive Director
    Partner/Principal/Executive Director   $580 - $680
    Senior Manager                                $570
    Manager                                       $460
    Senior                                 $335 - $430
    Staff                                  $125 - $220

The Debtors agree to pay Ernst & Young for its tax outsourcing
services at these rates:

    Professionals                         Hourly Rates
    -------------                         ------------
    National Partner/Principal/            $610 - $760
     Executive Director
    Partner/Principal/Executive Director   $455 - $535
    Senior Manager                                $445
    Manager                                       $365
    Senior                                 $260 - $335
    Staff                                   $95 - $175

The Debtors also agree to reimburse Ernst & Young for its
expenses.

Marc Warshal, a partner at Ernst & Young LLP, assures the Court
that his firm does not hold or represent any interest adverse to
the Debtors.

                 About Metro-Goldwyn-Mayer Studios

Metro-Goldwyn-Mayer Studios Inc. -- http://www.mgm.com/--
-- is actively engaged in the worldwide production and
distribution of motion pictures, television programming, home
video, interactive media, music, and licensed merchandise. The
company owns the world's largest library of modern films,
comprising around 4,100 titles. Operating units include Metro-
Goldwyn-Mayer Studios Inc., Metro-Goldwyn-Mayer Pictures Inc.,
United Artists Films Inc., MGM Television Entertainment Inc., MGM
Networks Inc., MGM Distribution Co., MGM International Television
Distribution Inc., Metro-Goldwyn-Mayer Home Entertainment LLC, MGM
ON STAGE, MGM Music, MGM Consumer Products and MGM Interactive. In
addition, MGM has ownership interests in domestic and
international TV channels reaching over 130 countries.

As of September 30, 2010, the Debtors' unaudited consolidated
financial statements, as prepared in accordance with accounting
principles generally accepted in the United States for interim
financial statements, included $2,673,772,000 in total assets and
$3,451,493,000 in total liabilities

Excluding certain adjustments made by the Company in accordance
with GAAP, the Debtors' total outstanding liabilities would be
$5,766,721,000, which includes the total face value of outstanding
principal and accrued, but unpaid, interest under the Credit
Agreement and interest rate swap agreements.

Metro-Goldwyn-Mayer Inc. and 160 of its affiliates on November 3
filed Chapter 11 cases (Bankr. S.D.N.Y. Lead Case No. 10-15774),
to seek confirmation of their "pre-packaged" plan of
reorganization.

Jay M. Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in New York, serves as bankruptcy counsel to the Debtors.  Klee,
Tuchin, Bogdanoff & Stern LLP is the legal counsel.  Moelis &
Company is the financial advisor.  Donlin Recano & Company, Inc.,
is the claims and notice agent.  CAIR Management, LLC, Stephen F.
Cooper, and Zolfo Cooper Management LLC, is the Debtors'
management service providers.

Bankruptcy Creditors' Service, Inc., publishes METRO-GOLDWYN-MAYER
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Metro-Goldwyn-Mayer Inc. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MILESTONE SCIENTIFIC: Posts $583,500 Net Loss in Sept. 30 Quarter
-----------------------------------------------------------------
Milestone Scientific Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $583,526 on $1.20 million of products
sales for the three months ended Sept. 30, 2010, compared with a
net loss of $373,270 on $1.20 million of product sales for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed
$7.09 million in total assets, $3.71 million in total current
liabilities, $568,661 in total long-term liabilities, and
$2.81 million in stockholder's equity.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6ee3

Piscataway, N.J.-based Milestone Scientific Inc. (OTC BB: MLSS)
-- http://www.milestonescientific.com/-- is engaged in pioneering
proprietary, highly innovative technological solutions for the
medical and dental markets.  Central to the Company's IP platform
and product development strategy is its patented CompuFlo(R)
technology for the improved and painless delivery of local
anesthetic.

                          *     *     *

Holtz Rubenstein Reminick LLP, in New York City, after auditing
the Company's 2009 results, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted of the Company's recurring losses from operations
since inception.


MONROE APARTMENTS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Monroe Apartments LLC
        564 S. Main Street
        Ann Arbor, MI 48104

Bankruptcy Case No.: 10-74651

Chapter 11 Petition Date: November 15, 2010

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Marci B. McIvor

Debtor's Counsel: Wallace M. Handler, Esq.
                  SULLIVAN, WARD, ASHER & PATTON, P.C.
                  25800 Northwestern Hwy., Suite 1000
                  P.O. Box 222
                  Southfield, MI 48075
                  Tel: (248) 746-0700
                  E-mail: whandler@swappc.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mieb10-74651.pdf

The petition was signed by Jeffrey S. Starman, managing member of
CCB Holdings, LLC, sole member.


MOMENTA INC: In Ch. 11 to Preserve Assets from Lawsuit
------------------------------------------------------
Meg Heckman at Concord Monitor reports that Momenta Inc., formerly
known as American Traditional Designs, resorted to Chapter 11
protection after losing a contract with Walmart, the Company's
largest client, which provided about 30% of the company's revenue.

Formerly known as American Traditional Designs, Momenta is a
scrapbook company based in Northwood, New Hampshire.  It makes
about $7.5 million a year.  Its products include paper craft
supplies, stickers, stencils, albums, templates for digital
scrapbook designs and stationery.

The Company, according to Concord Monitor, also said it filed for
bankruptcy due to a lawsuit on a freight bill.  It said it sought
bankruptcy protection to preserve its assets during a contested
matter which has temporarily impaired its ability to collect
revenue.

The report relates that in June, an Illinois court ruled that
Momenta owed $160,000 to R.I.M. Logistics, an Illinois-based
company that provides warehouse and freight services.  The judge
ordered one of Momenta's customers to send payment to R.I.M.
instead of Momenta.  Sovereign Bank argued that it was also
entitled to payment, and the money was held in escrow by the
Illinois court.

The Company owes $1.8 million in loans to Sovereign Bank and an
additional $250,000 to the U.S. Small Business Administration for
loans made prepetition.

Based in Northwood, New Hampshire, Momenta Inc. filed for Chapter
11 bankruptcy protection on Oct. 23, 2010 (Bankr. D. N.H. Case No.
10-14548).  Charles R. Bennett, Jr., Esq., Hanify & King,
represents the Debtor.  The Debtor estimated assets and debts
between $1 million and $10 million in its petition.

According to Concord Monitor, the bankruptcy judge has made a few
preliminary rulings, and hearings on the case will begin later
this month.


MSGI SECURITY: Delays Filing of Form 10-Q for Third Quarter
-----------------------------------------------------------
MSGI Security Solutions Inc. said it could not file its quarterly
report on Form 10-Q for the period ended Sept. 30, 2010, with the
Securities and Exchange Commission because the compilation,
dissemination and review of the information required to be
presented in the report cannot be completed by November 15, 2010.

                        About MSGI Security

MSGI Security Solutions, Inc. (Other OTC: MSGI) --
http://www.msgisecurity.com/-- is a provider of proprietary
solutions to commercial and governmental organizations.  The
Company is developing a global combination of innovative emerging
businesses that leverage information and technology.  The Company
is headquartered in New York City where it serves the needs of
counter-terrorism, public safety, and law enforcement and is
developing new technologies in nanotechnology and alternative
energy as a result of its recently formed relationship with The
National Aeronautics and Space Administration.

The Company's balance sheet at March 31, 2010, showed $2.1 million
in total assets, $20.3 million in liabilities, and a stockholders'
deficit of $18.2 million.

Amper, Politziner & Mattia, LLP, in Edison, New Jersey, expressed
substantial doubt about MSGI Security Solutions, Inc.'s ability to
continue as a going concern after auditing the Company's
consolidated financial statements for the years ended June 30,
2009, and 2008.  The auditing firm reported that the Company has
suffered recurring losses from operations, and negative cash flows
from operations, and has a substantial amount of notes payable due
on demand or within the next 12 months and has very limited
capital resources.


MURRAY ENERGY: Moody's Upgrades Corp. Family Rating to 'B3'
-----------------------------------------------------------
Moody's Investors Service upgraded Murray Energy Corporation's
Corporate Family Rating and Probability of Default Rating to B3
from Caa1, and the rating on the existing $540 million senior
secured notes due 2015 to B2 from Caa1.  Moody's also assigned a
Caa2 rating to the proposed $150 million senior unsecured notes
due 2017.  The rating outlook is stable.  The company intends to
use the net proceeds from this offering, together with cash on
hand, to fund capital expenditures.

                        Ratings Rationale

The rating upgrades reflect Moody's expectations that intermediate
term expansion projects at Murray's existing mines - including a
new longwall in Northern Appalachia and upgrades to existing
longwall equipment -- could improve its assets, materially reduce
unit costs, and improve longer-term ability to generate EBITDA and
cash flow.  Moody's also believes that improved coal fundamentals
have afforded Murray the ability to better its overall contracted
position at relatively favorable prices.  Additionally, Moody's
expects the company's Northern Appalachian mines to benefit from
longer-term secular production declines in Central Appalachia
caused by depletion, permitting issues, higher costs, and
increased sulfur scrubbing capacity at coal-powered power plants.

The B3 CFR also reflects high debt leverage, reliance on a few key
coal mines, operating and geologic risk, and the absence of
committed revolving credit.  The ratings are supported by long-
standing relationships with highly rated utilities, long-term
sales contracts, low-cost longwall mining methods, freight
advantages associated with water-based transportation and
proximity to customers, and a largely union-free workforce.

In addition, Moody's expects that Murray would maintain good
short term liquidity in part because the net proceeds of roughly
$145 million from the proposed notes issuance will bolster the
company's $165 million unrestricted cash balance (reported at
September 30, 2010).  Free cash flow generation has been very
modestly positive through the first half of 2010 but Moody's
believes it would be negative over the near-term as Murray funds
its sizeable growth capital spending.  Moody's notes that a
material portion of Murray's meaningful cash generation in 2009
resulted from favorable customer price adjustments that ended on
December 31, 2009.

Moody's also upgraded to B2 from Caa1 the existing $540 million
second priority senior secured notes to reflect the advantaged
position in the capital structure in accordance with Moody's loss-
given default methodology.  Moody's expect existing secured
noteholders to benefit from the improved asset base and increased
coal production funded with the proceeds from contractually junior
proposed unsecured notes.

The stable rating outlook reflects Murray's highly contracted
sales position for the remainder of 2010 and 2011 and good
liquidity to support operations over the near-term.  The outlook
also anticipates that Murray will meet production and tonnage sold
targets, and make planned progress towards completing its
expansion and upgrade projects.

Moody's could consider a positive action if there is permanent
reduction of debt.  In addition, the rating or outlook could be
favorably impacted should the company demonstrate sustainable
improvement in production levels and price per ton realizations
while maintaining a favorable cost position.

However, Moody's could downgrade the rating if (i) liquidity
deteriorates meaningfully, (ii) Moody's do not expect funds from
operations to cover maintenance capital expenditures for a
sustainable period, (iii) Murray pursues further leveraging
transactions, (iv) there are adverse developments in the thermal
coal market without adequately priced contracts for the majority
of near-term coal production, or (v) the company faces significant
operational issues.

This summarizes Moody's rating actions:

Murray Energy Corporation

Ratings assigned:

* $150 million proposed senior unsecured notes due 2017 -- Caa2
  (LGD5, 87%)

Ratings upgraded:

* Corporate family rating -- to B3 from Caa1

* Probability of default rating -- to B3 from Caa1

* 10.25% $540 million second lien senior secured notes due 2015 --
  to B2 (LGD3, 35%) from Caa1

* Outlook remains stable.

Murray Energy Corporation is a privately owned coal mining company
which produced approximately 23 million tons in 2009.  The company
controls approximately 900 million tons of assigned and unassigned
reserves in the Northern Appalachia, Illinois, and Uinta basins.
Revenues for LTM period ended September 30, 2010, were $1 billion.


MURRAY ENERGY: S&P Affirms Corporate Credit Rating at 'B'
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Pepper Pike, Ohio-based Murray Energy Corp.  The
rating outlook is stable.

At the same time, S&P assigned its 'CCC+' (two notches below the
corporate credit rating) issue-level rating to the company's
proposed $150 million senior notes due 2017.  S&P also affirmed
the 'B+' (one notch above the corporate credit rating) issue-level
rating on the company's senior secured second-lien notes due 2015.
The recovery rating remains '2', indicating S&P's expectation of
substantial (70%-90%) recovery for noteholders in the event of a
payment default.

Proceeds from the proposed note offering are expected to be used
for general corporate purposes, including the expansion of
production and preparation plant processing capacity at certain
mining operations.

"The affirmation of the corporate credit rating reflects what S&P
considers to be the combination of the company's vulnerable
business risk profile and aggressive financial risk profile," said
Standard & Poor's credit analyst Maurice Austin.

The ratings also reflect its relatively small size, lack of
operating diversity, customer concentration, and high debt levels.
Still, the company maintains a relatively favorable cost profile,
benefits from long-term contracts, and is expected to maintain
adequate liquidity.


MURPHY BROTHERS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Murphy Brothers Trucking, Inc.
        172 Triplet Lake Drive
        Casselberry, FL 32707

Bankruptcy Case No.: 10-20563

Chapter 11 Petition Date: November 16, 2010

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

Debtor's Counsel: Peter N. Hill, Esq.
                  WOLFF HILL MCFARLIN & HERRON PA
                  1851 West Colonial Drive
                  Orlando, FL 32804
                  Tel: (407) 648-0058
                  Fax: (407) 648-0681
                  E-mail: phill@whmh.com

Scheduled Assets: $176,142

Scheduled Debts: $1,815,643

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flmb10-20563.pdf

The petition was signed by Vincent R. Murphy, vice-president.


NEW LEAF: Delays Filing of Form 10-Q for Third Quarter
------------------------------------------------------
New Leaf Brands Inc. said it could not timely file its quarterly
report on Form 10-Q with the Securities and Exchange Commission
because it needs more time to complete the auditor's review of the
the Company's financial statements.

                       About New Leaf Brands

Scottsdale, Ariz.-based New Leaf Brands, Inc. develops, markets
and distributes healthy and functional ready-to-drink teas under
the New Leaf(R) brand.

The Company's balance sheet at June 30, 2010, showed $5.92 million
in total assets, $7.39 million in total liabilities, and a
$1.47 million stockholders' deficit.

                           *     *     *

According to the Troubled Company Reporter on April 8, 2010, Mayer
Hoffman McCann P.C., in Phoenix, Ariz., 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, has a working capital
deficiency, was not in compliance with certain financial covenants
related to debt agreements, and has a significant amount of debt
maturing in 2010.


NORMAN WRAY: Case Summary & 7 Largest Unsecured Creditors
---------------------------------------------------------
Joint Debtors: Norman Joseph Wray
                 dba Norman Wray Construction
                 aka Norm Wray
               Anna Ruth Wray
                 aka Ann Wray
               2000 Morningside Mountain Drive
               Glen Ellen, CA 95442

Bankruptcy Case No.: 10-14406

Chapter 11 Petition Date: November 16, 2010

Court: U.S. Bankruptcy Court
       Northern District of California (Santa Rosa)

Debtors' Counsel: Michael C. Fallon, Esq.
                  LAW OFFICES OF MICHAEL C. FALLON
                  100 E. Street, #219
                  Santa Rosa, CA 95404
                  Tel: (707) 546-6770
                  E-mail: mcfallon@fallonlaw.net

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

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

A list of the Joint Debtors' seven largest unsecured
creditors filed together with the petition is available for
free at http://bankrupt.com/misc/canb10-14406.pdf


NORTEL NETWORKS: Posts $649 Million Net Loss in Q3 2010
-------------------------------------------------------
Nortel Networks Corporation filed its quarterly report on Form
10-Q, reporting a net loss (attributable to Nortel Networks
Corporation) of $649 million on $85 million of revenue for the
three months ended September 30, 2010, compared with a net loss
(attributable to Nortel Networks Corporation) of $508 million on
$942 million of revenue for the same period last year.

The decreases in revenues for the third quarter of 2010 as
compared to the third quarter of 2009 were primarily attributable
to the divestitures of the CDMA/LTE Access business in the fourth
quarter of 2009, the divestitures of the Optical Networking and
Carrier Ethernet and GSM/GSM-R businesses in the first quarter of
2010 and the divestiture of the CVAS business in the second
quarter of 2010.

Reorganization items for the three months ended September 30,
2010, and 2009, were $529 million and $224 million, respectively.

As of September 30, 2010, the Company's cash and cash equivalents
balance was $1.686 billion, compared to $1.998 billion as of
December 31, 2009.

The Company's balance sheet at September 30, 2010, showed
$5.950 billion in total assets, $9.995 billion in total
liabilities, and a stockholders' deficit of $4.045 billion.

On July 12, 2010, the U.S. Debtors filed their proposed plan of
reorganization under Chapter 11 with the U.S. Bankruptcy Court for
the District of Delaware.  Pursuant to the Plan, each U.S. Debtor
will either be reorganized to the extent the U.S. Debtors
determine it is necessary or beneficial to do so for the purpose
of fulfilling its obligations under the asset sale agreements and
transition services agreements ("TSAs"), selling or otherwise
disposing of its assets and fulfilling its obligations under the
Plan, or will be liquidated.  The U.S. Debtors filed a proposed
disclosure statement for the Plan with the U.S. Bankruptcy Court
on September 3, 2010.

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

               http://researcharchives.com/t/s?6eed

                      About Nortel Networks

Mississauga, Ontario-based Nortel Networks Corporation (OTC BB:
NRTLQ) -- http://www.nortel.com/-- was, prior to its significant
business divestitures, a global supplier of end-to-end networking
products and solutions serving both service providers and
enterprise customers.  Nortel is currently focused on the
remaining work under the Creditor Protection Proceedings,
including the sale of the remaining businesses, providing
transitional services to the purchasers of Nortel's businesses and
ongoing restructuring matters.

Nortel Networks Limited ("NNL") is Nortel's principal direct
operating subsidiary and its results are consolidated into
Nortel's results.  Nortel holds all of NNL's outstanding common
shares but none of its outstanding preferred shares.  NNL's
preferred shares are reported in noncontrolling interests in the
condensed consolidated balance sheets.

On January 14, 2009, Nortel, NNL and certain other Canadian
subsidiaries obtained an initial order from the Ontario Superior
Court of Justice ("Canadian Court") for credit protection for 30
days, pursuant to the Companies' Creditors Arrangement Act, which
has since been extended to February 28, 2011, and is subject to
further extension by the Canadian Court.  Pursuant to the Initial
Order, the Canadian Debtors received approval to continue to
undertake various actions in the normal course in order to
maintain stable and continuing operations during the CCAA
Proceedings.  The CCAA Proceedings have been recognized by the
U.S. Bankruptcy Court for the District of Delaware as "foreign
proceedings" pursuant to the provisions of Chapter 15 of the U.S.
Bankruptcy Code, giving effect in the U.S. to the stay granted by
the Canadian Court.  A cross-border court-to-court protocol (as
amended) has also been approved by the U.S. Bankruptcy Court and
the Canadian Court.

On January 14, 2009, Nortel Networks Inc. ("NNI"), Nortel Networks
Capital Corporation ("NNCC") and certain other of Nortel's U.S.
subsidiaries ("U.S. Debtors"), other than Nortel Networks (CALA)
Inc. ("NNCI"), filed voluntary petitions under Chapter 11 with the
U.S. Bankruptcy Court for the District of Delaware (Lead Case No.
09-10138).  On July 14, 2009, NNCI, a U.S. based subsidiary that
operates in the CALA region, also filed a voluntary petition for
relief under Chapter 11 in the U.S. Court and thereby became one
of the U.S. Debtors subject to the Chapter 11 Proceedings,
although the petition date for NNCI is July 14, 2009.  On July 17,
2009, the U.S. Court entered an order of joint administration that
provided for the joint administration, for procedural purposes
only, of NNCI's case with the pre-existing cases of the other U.S.
Debtors.

Also on the Petition Date, certain of Nortel's Europe, the Middle
East and Africa ("EMEA") subsidiaries ("EMEA Debtors") made
consequential filings and each obtained an administration order
from the High Court of England and Wales ("English Court") under
the Insolvency Act 1986 ("U.K. Administration Proceedings").  The
U.K. Administration Proceedings currently extend to January 13,
2012, subject to further extension.  All of Nortel's operating
EMEA subsidiaries except those in the following countries are
included in the U.K. Administration Proceedings: Nigeria, Russia,
Ukraine, Israel, Norway, Switzerland, South Africa and Turkey.

The U.K. Administration Proceedings have been recognized by the
U.S. Court as "foreign main proceedings" pursuant to the
provisions of Chapter 15 of the U.S. Bankruptcy Code, giving
effect in the U.S. to the moratorium provided by the Insolvency
Act 1986.

Certain of Nortel's Israeli subsidiaries ("Israeli Debtors")
commenced separate creditor protection proceedings in Israel
("Israeli Administration Proceedings").  On January 19, 2009, an
Israeli court appointed administrators over the Israeli Debtors.

On May 28, 2009, at the request of the U.K. Administrators of
NNSA, the Commercial Court of Versailles, France ("French Court")
ordered the commencement of secondary proceedings in respect of
Nortel Networks S.A. ("NNSA") ("French Secondary Proceedings").
The French Secondary Proceedings consist of liquidation
proceedings during which NNSA is no longer authorized to continue
its business operations.

The CCAA Proceedings, the Chapter 11 Proceedings, the U.K.
Administration Proceeding, the Israeli Administration Proceedings
and the French Secondary Proceedings are together referred to as
the "Creditor Protection Proceedings".


NORTH CAROLINA MEDICAL: S&P Gives Positive Outlook on Bonds
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook to
positive from stable and affirmed its 'BB' long-term rating and
'BB' underlying rating on North Carolina Medical Care Commission's
bonds, issued for Maria Parham Medical Center.

The outlook revision reflects Standard & Poor's view of MPMC's
improved financial profile in fiscals 2009 and 2010 coupled with
some solid balance sheet metrics, particularly liquidity, that are
more in line with a higher rating.  However, tempering the
improved financial profile, in Standard & Poor's opinion, is
recent softness in inpatient volumes and a weak local economy
contributing to high bad debt expenses and a growing mix of
Medicaid and self-pay patients.  Future rating action will hinge
on MPMC's ability to sustain the improved operating results over
the next one to two years, stabilize or improve business volume,
and further strengthen the balance sheet.

"The positive outlook reflects S&P's belief that the rating has
upward potential if MPMC is able to establish a sustainable trend
of positive operating performance over the next two to three years
as demonstrated in audited financial results, restore inpatient
volume growth, continue generating favorable cash flows, and
achieve stronger balance sheet metrics such as long-term debt to
capitalization that are more commensurate with a higher rated
entity," said Standard & Poor's credit analyst Shivani Singh.
"S&P also expects that operational improvements will continue
through fiscal 2011 primarily due to reimbursement increases under
the recently received Medicare Dependent Hospital status," said
Ms. Singh.

Should MPMC's operating performance deteriorate, the
organization's balance sheet strength gets diluted or patient
volumes decline further, Standard & Poor's could consider an
outlook revision or a downgrade.

As of Sept. 30, 2010, MPMC had $46.3 million of long-term debt.

Maria Parham Medical Center is a 102-bed general acute-care
hospital located in Henderson, N.C., about 40 miles from the
Research Triangle Park area in the Chapel Hill-Raleigh-Durham
metropolitan statistical area.  The medical center primarily
serves a four-county region and is the sole provider within Vance
County, capturing about 58% primary market share.


NORTHERN TIER: S&P Assigns 'B+' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Ridgefield, Conn.-based oil refiner Northern Tier
Energy LLC.  The outlook is stable.

At the same time, S&P assigned a 'BB-' issue-level rating and '2'
recovery rating to the company's proposed $290 million senior
secured notes due 2017.  The '2' recovery rating indicates S&P's
expectation of substantial (70% to 90%) recovery in the event of a
payment default.

"The ratings on Northern Tier Energy reflect the company's
vulnerable business risk profile and aggressive financial risk
profile," said Standard & Poor's credit analyst Sherwin Brandford.
S&P's assessment of the company's business risk profile hinges on
its lack of operating diversity, high fixed costs, exposure to
volatile commodity prices, and volatile margins.  S&P deems the
financial risk profile as aggressive given the company's capital
structure in light of the vulnerability of the business.

The stable outlook reflects S&P's expectation that debt leverage
will remain below 4x (excluding the $80 million preferred) through
2011 and liquidity will remain adequate.  S&P believes this level
of credit metrics is appropriate for the 'B+' rating given the
company's vulnerable business risk profile.  S&P may lower the
rating if operating performance declines meaningfully from current
levels, resulting in debt leverage exceeding 4x (excluding the
$80 million preferred) for more than one quarter.  This could
occur if refinery margins decline further than expected as a
result of higher crude costs, a sharp decline in the refinery's
positive margin differential, lower refined product prices, or
some combination of the three.  A positive rating action is not
likely in the near term given the company's vulnerable business
risk profile.


OLD TIME POTTERY: Shutting Down Memphis Store in Late December
--------------------------------------------------------------
Lindsay Jones at the Commercial Appeal reports that Old Time
Pottery is shutting down its only Memphis store in late December
2010.  A person with knowledge of the closing said the move
doesn't signal a permanent exit from the Memphis retail market,
merely a departure from the current location.  The closure will
affect 48 local jobs.

As reported in the TCR on June 16, Old Time Pottery received
confirmation of a Chapter 11 plan where SunTrust Bank, the secured
lender owed $15 million at the outset of bankruptcy, will have the
remainder of its claim paid with a new $20 million revolving
credit from FirstMerit Bank NA from Cincinnati.  SunTrust's loan
was paid down in part with proceeds from inventory in the stores
that closed.  Unsecured creditors, who were listed as having $23
million in claims, will receive payment of 75% of their approved
claims when the plan is implemented.  The remaining 25%, plus
interest on the deferred portion, will be paid by Dec. 25, 2010.

Old Time Pottery is a home decor retailer.  It filed for Chapter
11 with 37 stores.  Eight were closed.

The Company filed for Chapter 11 on Aug. 21, 2009 (Bankr. M.D.
Tenn. Case No. 09-09548).  G. Rhea Bucy, Esq., Linda W. Knight,
Esq., and Thomas H. Forrester, Esq. at Gullett, Sanford, Robinson,
Martin represent the Debtor in its restructuring efforts.  In its
petition, the Debtor listed $50,000,001 to $100,000,000 in assets
and $10,000,001 to $50,000,000 in debts.


OP-TECH ENVIRONMENTAL: Earns $588,300 in September 30 Quarter
-------------------------------------------------------------
OP-TECH Environmental Services, Inc., filed its quarterly report
on Form 10-Q, reporting net income of $558,266 on $10.7 million
of revenue for the three months ended September 30, 2010, compared
with a net loss of $360,434 on $9.6 million of revenue for the
same period last year.

Net income before income taxes for the quarter ended September 30,
2010, was $343,266 compared to a net loss before income taxes of
$590,434 for same period in 2009.  The net income before income
taxes is primarily a result of increased project volume with a
reduction in operating costs.

The Company's line of credit expired August 31, 2010, and has not
been extended.  The Company is currently negotiating an extension
to March 31, 2011.  The expired agreement required that the
Company seek replacement financing by August 31, 2010, and
required a $500,000 infusion of new capital by July 31, 2010.  The
Company secured new capital of $1,332,000 on August 31, 2010, in
the form of convertible notes.

"However, the Company still has substantial doubt about its
ability to continue as a going concern due to the working capital
shortage and cash flow strains related to restrictions related to
the expired bank financing agreement."

The Company's balance sheet at September 30, 2010, showed
$18.2 million in total assets, $15.5 million in total liabilities,
and stockholders' equity of $2.7 million.

Dannible & McKee, LLP, in Syracuse, New York, expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's 2009 results.  The
independent auditors noted that the Company experienced a net loss
for the year ended December 31, 2009, that resulted in negative
working capital at December 31, 2009, and caused violations of the
Company's financing agreements.

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

               http://researcharchives.com/t/s?6ef8

Based in Syracuse, New York, OP-TECH Environmental Services, Inc.
(OTES.OB) -- http://www.op-tech.us/-- provides comprehensive
environmental and industrial services predominately in New York,
New England, Pennsylvania, and New Jersey.


ORLEANS HOMEBUILDERS: Wins Nod to Enter Into $155-Mil. Exit Loans
-----------------------------------------------------------------
Orleans Homebuilders Inc. secured permission to tap a $155 million
financing package as it looks to make its way out of bankruptcy
protection, Dow Jones; Small Cap reports.

According to the report, Judge Peter J. Walsh of the U.S.
Bankruptcy Court in Wilmington, Del., cleared Orleans to enter
into the financing deal, which will equip the company with two
loans intended to fund its exit from Chapter 11.

The report notes J.P. Morgan Securities LLC and J.P. Morgan Chase
Bank are offering up the $125 million term-loan facility and $30
million revolving-loan facility, proceeds of which will be used to
repay Orleans's bankruptcy loan, fund a $6 million pool for
unsecured creditors and provide the company with working capital.

The approval from Walsh marks an important win for Orleans days
before it is to seek confirmation of its Chapter 11 reorganization
plan, the report says.

Dow Jones' adds that that the plan, up for Walsh's approval at a
hearing Nov. 24, would slash Orleans's debt to under $200 million,
down from more than $400 million in debt as of its bankruptcy
petition.

                     About Orleans Homebuilders

Orleans Homebuilders, Inc. -- aka FPA Corporation, OHB, Parker &
Lancaster, Masterpiece Homes, Realen Homes and Orleans --
develops, builds and markets high-quality single-family homes,
townhouses and condominiums.  From its headquarters in suburban
Philadelphia, the Company serves a broad customer base including
first-time, move-up, luxury, empty-nester and active adult
homebuyers.  The Company currently operates in these 11 distinct
markets: Southeastern Pennsylvania; Central and Southern New
Jersey; Orange County, New York; Charlotte, Raleigh and
Greensboro, North Carolina; Richmond and Tidewater, Virginia;
Chicago, Illinois; and Orlando, Florida.  The Company's Charlotte,
North Carolina operations also include adjacent counties in South
Carolina.  Orleans Homebuilders employs approximately 300 people.

The Company filed for Chapter 11 bankruptcy protection on March 1,
2010 (Bankr. D. Del. Case No. 10-10684).  Cahill Gordon & Reindell
LLP is the Debtor's bankruptcy and restructuring counsel.  Curtis
S. Miller, Esq., and Robert J. Dehney, Esq., at Morris, Nichols,
Arsht & Tunnell, are the Debtor's Delaware and restructuring
counsel.  Blank Rome LLP is the Debtor's special corporate
counsel.  Garden City Group Inc. is the Debtor's claims and notice
agent.  The Company estimated assets and debts at $100 million to
$500 million.


OVERLAND STORAGE: Posts $6.5MM Net Loss in September 30 Quarter
---------------------------------------------------------------
Overland Storage, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $6.50 million on $17.57 million of revenue
for the three months ended September 30, 2010, compared with a net
loss of $3.69 million on $19.31 million of revenue for the same
period last year.

The Company's balance sheet at September 30, 2010, showed
$39.27 million in total assets, $41.74 million in total
liabilities, and a stockholders' deficit of $2.47 million.

As reported in the Troubled Company Reporter on September 28,
2010, Moss Adams LLP, in San Diego, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern,
following the Company's results for the fiscal year ended June 30,
2010.  The independent auditors noted of the Company's recurring
losses and negative operating cash flows.

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

               http://researcharchives.com/t/s?6ef9

                      About Overland Storage

San Diego, Calif.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of data
management and data protection solutions across the data
lifecycle.  By providing an integrated range of technologies and
services for primary, nearline, offline, archival and cloud data
storage, Overland makes it easy and cost effective to manage
different tiers of information over time.


OXBOW CARBON: Moody's Upgrades Corporate Family Rating to 'Ba3'
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Oxbow Carbon
LLC, including the company's corporate family rating to Ba3 from
B1, its probability of default rating to Ba3 from B1, the rating
on its $350 million senior secured revolver to Ba3 from B1, and
the rating on its senior secured term loan to Ba3 from B1.  The
rating outlook is stable.

                        Ratings Rationale

The upgrade to Ba3 recognizes the progress Oxbow has made in
reducing debt and expanding EBITDA over the last several years,
which has led to a greatly improved leverage profile.  The upgrade
also recognizes the free cash flow generating capability of the
company, even during a period of reduced production levels in the
global aluminum industry, which impacted the calcined petroleum
coke segment of the business.

Oxbow's corporate family rating reflects the inherent volatility
of the fuel grade petcoke, calcined petroleum coke (CPC), and
aluminum markets.  However, Oxbow tends to exhibit relatively
stable operating margins given that the operating construct of
earnings is generally based on a net spread.  Moody's also
consider the operational risks inherent to Oxbow's single coal
mining site in Colorado.

Although Moody's view the CPC business, where the company enjoys a
leading global market position, as an important contributor to
earnings, the diversity provided by its three primary business
legs, which in addition to CPC include coal mining and
distribution of fuel grade petcoke and coal, add an additional
level of stability to the credit profile.  Strong performance in
both the coal segment, given its contract nature, and the
distribution business in 2009 mitigated the sharp contraction in
CPC as volumes declined in line with lower production levels in
the aluminum industry.  However, this segment remained profitable
given its margin on metal construct, which can limit the degree of
deterioration on the downside.  The company's broad marketing base
and coal operations should support performance as the CPC business
continues to improve in 2011.

Despite a weak operating environment in 2009, the company remained
free cash flow generative, continued to reduce debt and maintained
sound coverage ratios.  As such, leverage, as measured by the
debt/EBITDA ratio, which approached 6x following the 2007
acquisition of GLC Carbon USA, Inc., has improved meaningfully to
just under 2x at September 30, 2010 (using Moody's standard
adjustments), giving the company cushion at its new rating level.

Oxbow's stable outlook reflects Moody's expectation that the
company will continue to generate solid earnings and positive cash
flow over the next 12 to 18 months, driven by strong fundamentals
in its CPC, coal, and distribution segments.

Going forward, the ratings and/or outlook could be raised if the
company continues to generate solid earnings and free cash flow
such that leverage continues at less than 2.0x on a sustainable
basis and EBITDA margins improved to greater than 15%, all while
maintaining a comfortable liquidity profile.

The ratings and/or outlook could be lowered if leverage increased
to greater than 3.5x, EBITDA margins decreased to less than 10%,
or free cash flow turned negative.

Upgrades:

Issuer: Oxbow Carbon LLC

  -- Probability of Default Rating, Upgraded to Ba3 from B1

  -- Corporate Family Rating, Upgraded to Ba3 from B1

  -- Senior Secured Bank Credit Facility, Upgraded range of Ba3,
     LGD3, 42% from B1, LGD3, 44%

Outlook Actions:

Issuer: Oxbow Carbon LLC

  -- Outlook, Changed To Stable From Positive

Headquartered in West Palm Beach, Florida, Oxbow is a leading
supplier of CPC.  It is also the world's largest distributor of
petroleum coke (largely industrial grade but also anode grade) and
a distributor of other solid fuels, principally steam coal.  The
company handles approximately 14.5 million tons of fuel grade
petroleum coke, currently accounting for roughly 20% of the global
petcoke market (excluding China), and generated $2.5 billion of
revenues during the 12 months ended September 30, 2010.  Oxbow is
a subsidiary of Oxbow Carbon & Minerals Holdings, Inc., a private
company controlled by William I. Koch, with private equity and
strategic investors holding the balance.


PAYMENT DATA: Posts $142,116 Net Loss in September 30 Quarter
-------------------------------------------------------------
Payment Data Systems Inc. filed its quarterly report on Form
10-Q, reporting a net loss of $142,116 on $648,927 of revenues for
the three months ended Sept. 30, 2010, compared with net income of
$22,565 on $841,278 of revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed $853,911 in
total assets, $1.38 million in total current liabilities, and a
stockholder's deficit of $526,674.

As reported in the Troubled Company Reporter on April 21, 2010,
Akin, Doherty, Klein & Feuge, P.C., in San Antonio, Tex.,
expressed substantial doubt about the Company's ability to
continue as a going concern, following its 2009 results.  The
independent auditors noted that the Company has incurred
substantial losses since inception, which has led to a deficit in
working capital.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6ee2

San Antonio, Tex.-based Payment Data Systems, Inc. provides
integrated electronic payment processing services to merchants and
businesses, including credit and debit card-based processing
services and transaction processing via the Automated
Clearinghouse Network.  The Company also operates an online
payment processing service for consumers under the domain name
http://www.billx.com/through which consumers can pay anyone.


PERRY & JONES: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Perry & Jones, Inc.
        15 Peacock Circle
        American Canyon, CA 94503

Bankruptcy Case No.: 10-14398

Chapter 11 Petition Date: November 16, 2010

Court: U.S. Bankruptcy Court
       Northern District of California (Santa Rosa)

Debtor's Counsel: James A. Shepherd, Esq.
                  LAW OFFICES OF JAMES SHEPHERD
                  514 El Cerrito Plaza
                  El Cerrito, CA 94530-4006
                  Tel: (510) 527-9600
                  E-mail: Jim@JSBankruptcyLaw.com

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

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

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

The petition was signed by Louis E. Jones, president.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Louis E. Jones & Wanda F. Jones       --                  11/15/10


PERRY COUNTY: Perry Uniontown Taps Hartman Simons as Counsel
------------------------------------------------------------
Perry Uniontown Ventures I, LLC, et al., ask for authorization
from the U.S. Bankruptcy Court for the Southern District of
Alabama to employ Hartman Simons & Wood, LLP, as counsel, nunc pro
tunc to the Petition Date.

Hartman Simons will provide legal services from the date of the
bankruptcy petition through the present and through the remainder
of the bankruptcy proceeding.  Perry Uniontown requires services
to locate and identify sources of disposable waste for its
Arrowhead Landfill.

Perry Uniontown didn't disclose how Hartman Simons will be
compensated.

To the best of Perry Uniontown's knowledge, Hartman Simons is a
"disinterested person" as that term defined in Section 101(14) of
the Bankruptcy Code.

Atlanta, Georgia-based Perry County Associates, LLC, owns and
operates the Arrowhead Landfill in Uniontown, Alabama (Perry
County).  It filed for Chapter 11 bankruptcy protection on
January 26, 2010 (Bankr. S.D. Ala. Case No. 10-00277).  Jeffery J.
Hartley, Esq., at Helmsing, Leach, Herlon, Newman & Rouse, assists
the Debtor in its restructuring effort.  The Company disclosed $0
in assets and $10,793 in liabilities.

The Company's affiliate -- Perry Uniontown Ventures I, LLC --
filing a separate Chapter 11 bankruptcy petition.  Perry Uniontown
disclosed $15,009,538 in assets and $67,489,007 in liabilities.


PETROLEUM DEVELOPMENT: S&P Cuts Rating on $203 Mil. Notes to 'B-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Petroleum
Development Corp.'s $203 million senior unsecured notes due 2018
to 'B-' from 'B' and revised the recovery rating on this debt to
'5' from '3'.  The '5' recovery rating indicates the expectation
of modest (10% to 30%) recovery in the event of a payment default.

The company's 'B' corporate credit rating remains the same.

"The ratings downgrade and revision of the recovery ratings
follows the company's closing of a $100 million in senior
unsecured convertible notes issuance along with a like amount of
equity in order to pre-fund capital and acquisition spending,"
said Standard & Poor's credit analyst Sherwin Brandford.  S&P has
applied its updated recovery criteria for exploration and
production companies in its valuation assessment of the company.

                           Ratings List

                   Petroleum Development Corp.

        Corporate Credit Rating                B/Stable/--

            Ratings Lowered; Recovery Ratings Revised

                    Petroleum Development Corp.

                                          To                From
                                          --                ----
   $203 Mil. Sr. Unsec. Notes Due 2018    B-                B
     Recovery Rating                      5                 3


PIYUSH PATEL: Wyo. Court Rules on Validity of Security Interest
---------------------------------------------------------------
The Supreme Court of Wyoming rules that a security interest in
corporate stock is perfected, pursuant to Wyo. Stat. Ann. Sec.
1-19-103, where service of a writ of execution is made on the
corporation's registered agent because a corporate officer is not
present when service is attempted.  However, a security interest
in corporate stock is not perfected, pursuant to Wyo. Stat. Ann.
Sec. 1-19-103, where service of a writ of execution is made on a
law partner of the corporation's registered agent.

CWCapital Asset Management, LLC received a money judgment against
Piyush Patel.  Mr. Patel owned 100% of the stock of P&P, Inc., and
50% of the stock of PJP Enterprises, Inc., and was the president
of both corporations.  CWCapital had the sheriff attempt to serve
two writs of execution on Mr. Patel, as the corporations'
president, to levy against his shares of stock in both
corporations to satisfy the money judgment.  Mr. Patel was neither
at his business office nor his home when service was attempted, so
the sheriff served both writs on Timothy Kingston, who was the
registered agent for service of process for PJP Enterprises, Inc.
At the time process was served on Kingston, he was the law partner
of Charles Graves, who was the registered agent for P&P, Inc.

In March 2009, Mr. Patel filed a Chapter 11 bankruptcy, which was
later converted to a Chapter 7 liquidation and a trustee was
appointed.  After CWCapital objected to Mr. Patel's use of cash
collateral, the trustee filed an adversary proceeding requesting
that the bankruptcy court find that CWCapital had failed to
perfect its interest in the stock from either corporation.  That
filing led to the Wyoming Supreme Court's certification.

The case is Tracy Zubrod, v. CWCapital Asset Management, LLC, case
no. S-10-0075 (Wyo. Sup. Ct.), and a copy of the High Court's
ruling dated November 16, 2010, is available at http://is.gd/hl7vi
from Leagle.com.


PLY GEM: Posts $6.39 Million Net Loss in Oct. 2 Quarter
-------------------------------------------------------
Ply Gem Holdings Inc. reported a net loss of $6.39 million on
$269.54 million of net sales for the three months ended Oct. 2,
2010, compared with net income of $4.38 million on $293.46 million
of net sales for the three months ended Oct. 3, 2009.

The Company's balance sheet at Oct. 2, 2010, showed
$978.60 million in total assets, $167.11 million in total current
liabilities, $1.99 million in deferred income taxes,
$59.66 million in other long-term liabilities, $903.35 million in
long-term debt, and a stockholders' deficit of $153.52 million.

"The third quarter of 2010 saw a decline in single family housing
starts of 13.5% primarily driven by the federal home buyer tax
credit, which expired on April 30th of this year, thus having the
effect of pulling market demand forward into the first half of the
year," said Gary E. Robinette, President and CEO of Ply Gem.

"As a result of the decline in building and remodeling activity,
our sales for the third quarter were down just 8.2% which we
believe is comparable to the industry.  With the volatility in
market demand that occurred following the expiration of the
federal home buyer tax credit program, it is our view that the
most meaningful evaluation of Ply Gem's year-over-year performance
is to look at our results for the first nine months of the year.
Given the continued depressed state of the U.S. economy and its
impact on a future recovery in the housing market, Ply Gem will
continue its focus on maintaining a lean overall cost structure
while maximizing cash flow and striving to outperform the
marketplace in all business units, which will ensure that Ply Gem
emerges stronger as the general economy and housing market
recover," concluded Mr. Robinette.

A full-text copy of the earnings release is available for free
at http://ResearchArchives.com/t/s?6ecb

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6ecc

                           About Ply Gem

Based in Cary, North Carolina, Ply Gem Holdings Inc. is a
diversified manufacturer of residential and commercial building
products, which are sold primarily in the United States and
Canada, and include a wide variety of products for the residential
and commercial construction, the do-it-yourself and the
professional remodeling and renovation markets.

In May 2010, Standard & Poor's Ratings Services raised its
(unsolicited) corporate credit rating on Ply Gem to 'B-' from
'CCC+'.  "The ratings upgrade reflects our expectation that the
company's credit measures are likely to improve modestly over the
next several quarters to levels that we would consider more in
line with the 'B-' corporate credit rating," said Standard &
Poor's credit analyst Tobias Crabtree.

In January 2010, Moody's Investors Service upgraded Ply Gem's
Corporate Family Rating to Caa1 from Caa2 and its Probability of
Default Rating to Caa1 from Caa2 and affirmed the senior secured
notes due 2013 at Caa1.  The upgrade of Ply Gem's corporate family
rating resulted from the recent announcement that CI Capital
Partners LLC, Ply Gem's indirect principal shareholder, through a
series of transactions is transferring $257.3 million of 9.0%
senior subordinated notes due 2012 that it owns to Ply Gem for no
consideration as a capital contribution.  Moody's also noted Ply
Gem is also refinancing the balance of the 9.0% senior
subordinated notes due 2012 with new senior subordinated notes due
2014.


POWER EFFICIENCY: Posts $794,832 Net Loss in Third Quarter
----------------------------------------------------------
Power Efficiency Corporation filed its quarterly report on Form
10-Q, reporting a net loss of $794,832 on $180,787 of revenues for
the three months ended Sept. 30, 2010, compared with a net loss of
$972,413 on $63,130 of revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed
$5.85 million in total assets, $1.20 million in total liabilities,
and stockholders' equity of $4.65 million.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6ee0

                      About Power Efficiency

Las Vegas, Nev.-based  (OTC BB: PEFF)
-- http://www.powerefficiency.com/-- is a clean technology
company focused on efficiency technologies for electric motors.

As reported in the Troubled Company Reporter on April 6, 2010,
Sobel & Co., LLC, in Livingston, N.J., 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 the Company has experienced a
deficiency of cash from operations.

The Company discloses in its latest 10-Q that it experienced a
$1.1 million deficiency of cash from operations for the six months
ended June 30, 2010, and expects significant cash deficiencies
from operations until the Company's sales and gross profit grow to
exceed its cash needs.


PRECISION OPTICS: Conv. Notes' Maturity Date Extended to Nov. 30
----------------------------------------------------------------
Precision Optics Corporation Inc. on June 25, 2008, entered into a
Purchase Agreement, as amended between December 11, 2008, and
October 15, 2010, with certain accredited investors  pursuant to
which it sold an aggregate of $600,000 of 10% Senior Secured
Convertible Notes.

On November 15, 2010, the investors amended the Notes to extend
the "Stated Maturity Date" to November 30, 2010.  The Company
believes the investors will continue to work with the Company to
reach a positive outcome on the Note repayment.

                      About Precision Optics

Gardner, Mass.-based Precision Optics Corporation, Inc.
(OTC BB: PEYE) -- http://www.poci.com/-- designs, develops,
manufactures and sells specialized optical systems and components
and optical thin-film coatings.  The Company conducts business in
one industry segment only and its customers are primarily
domestic.  The Company's products and services fall into two
principal areas: (i) medical products for use by hospitals and
physicians; and (ii) advanced optical system design and
development services and products used by industrial customers.

                        Going Concern Doubt

Stowe & Degon LLC, in Westborough, Mass., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has suffered
recurring net losses and negative cash flows from operations.

The Company reported a net loss of $660,882 on $3.1 million of
revenue for fiscal 2010, compared to a net loss of $992,135 on
$3.5 million of revenue for fiscal 2009.

The Company has sustained recurring net losses for several years.
As of June 30, 2010, the Company has an accumulated deficit of
$38.4 million.  As of June 30, 2010, cash and cash equivalents
were $416,040, accounts receivable were $505,200, and current
liabilities were $2.1 million.  The Company anticipates that
deferred officers' salaries and director consulting expenses
accrued at June 30, 2010, will be settled by issuing restricted
common stock rather than by cash payments.  These deferred amounts
included in current liabilities at June 30, 2010, total roughly
$574,000.

The Company's balance sheet at June 30, 2010, showed $1.9 million
in total assets, $2.1 million in total liabilities, and a
stockholders' deficit of $164,249.


PRECISION OPTICS: Posts $157,800 Net Loss in Third Quarter
----------------------------------------------------------
Precision Optics Corporation filed its quarterly report on Form
10-Q, reporting a net loss of $157,846 on $683,902 of revenues for
the three months ended Sept. 30, 2010, compared with a net loss of
$172,150 on $623,384 of revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed
$1.72 million in total assets, $2.03 million in total liabilities,
and a stockholders' deficit of $318,919.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6ebe

                      About Precision Optics

Gardner, Mass.-based Precision Optics Corporation, Inc.
(OTC BB: PEYE) -- http://www.poci.com/-- designs, develops,
manufactures and sells specialized optical systems and components
and optical thin-film coatings.  The Company conducts business in
one industry segment only and its customers are primarily
domestic.  The Company's products and services fall into two
principal areas: (i) medical products for use by hospitals and
physicians; and (ii) advanced optical system design and
development services and products used by industrial customers.

                        Going Concern Doubt

Stowe & Degon LLC, in Westborough, Mass., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has suffered
recurring net losses and negative cash flows from operations.

The Company has sustained recurring net losses for several years.
As of June 30, 2010, the Company has an accumulated deficit of
$38.4 million.  As of June 30, 2010, cash and cash equivalents
were $416,040, accounts receivable were $505,200, and current
liabilities were $2.1 million.  The Company anticipates that
deferred officers' salaries and director consulting expenses
accrued at June 30, 2010, will be settled by issuing restricted
common stock rather than by cash payments.  These deferred amounts
included in current liabilities at June 30, 2010, total roughly
$574,000.


PREFERRED VOICE: Earns $474,645 in September 30 Quarter
-------------------------------------------------------
Preferred Voice Inc. filed its quarterly report on Form 10-Q,
reporting net income of $474,645 on $7,679 of net sales for the
three months ended Sept. 30, 2010, compared with a net income of
$877,700 on $16,336 of net sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed $742,409 in
total assets, $17,730 in total current liabilities, and
stockholder's equity of $724,679.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6ebd

                       About Preferred Voice

Preferred Voice, Inc., provides enhanced services to the
telecommunications industry throughout the United States and
maintains its principal offices in Dallas, Texas.

The Company's independent auditor has expressed substantial doubt
about the Company's ability to continue as a going concern,
following the Company's fiscal 2010 results.  The auditor noted
that the Company has suffered significant operating losses in past
years.


PRIME STAR: Indiana Court Dismisses $33.9 Million Lawsuit
---------------------------------------------------------
Prime Star Group Inc. announced that the $33.9 million lawsuit
claim that was pending against them in Federal District court of
the Northern District of Indiana filed by Michiana Dairy
Processors has been dismissed.  The Court granted PSGI Motion for
Summary Judgment, dismissing all claims against PSGI and all other
Defendants.

Roger Mohlman, Prime Star CEO, stated, "We have won a complete
summary judgment.  This victory will take an enormous burden off
of our company and will allow us to resume our business without
the distraction and huge legal expenses incurred.  With the years
of litigation and the rumors and innuendo surrounding this lawsuit
now behind us, it is great to be finally and completely
vindicated.  Removing this $33.9 million contingent liability is
another huge step forward for Prime Star and its shareholders.  We
are so happy to have this meritless case behind us so we can now
fully concentrate on utilizing all our time and energy into the
growth of the company."

"We are extremely proud of the work that Lyle Hardman of Hunt,
Suedhoff and Kalamaros did in helping us to get this lawsuit
dismissed.  He clearly and concisely stated the facts of the case
and the law, which led to the court ruling in our favor.  Lyle is
an outstanding attorney and we cannot thank him enough.  He,
Jennifer Worth, Tom Hamilton and Ivan Schwartz took the time to
really learn the background and the issues of the claims against
us and then used the relevant law to show these claims to be
unfounded," Mr. Mohlman said.

"This case had languished in state court for over five years.
Hunt, Suedhoff and Kalamaros came on board in March 2010 and took
over the bulk of the case.  Prime Star Group, and the other
defendants were the prevailing parties on summary judgment, and
all that is left pending is PSGI's claim for attorney's fees and a
pending motion for sanctions against opposing counsel," said Mr.
Mohlman.

As reported in the Troubled Company Reporter on June 1, 2010,
Gruber & Company, LLC, in Lake Saint Louis, Mo., expressed
substantial doubt about the Company's ability to continue as a
going concern after auditing the Company's financial statements
for the year ended December 31, 2009.  The independent auditors
noted that the Company has a deficit in working capital, a deficit
of retained earnings, and negative stockholders equity.

                         About Prime Star

Las Vegas, Nev.-based Prime Star Group, Inc. is a holding company
that focuses on four areas of business: SmartPax(TM) Packaging,
Premium Food & Beverage Products, Distribution, and Risk
Management.  The Company's operating subsidiaries produce, market,
and distribute wines, tea, adult mixed beverages, flavored water,
and gourmet seafood products.  The Company also produces co-brand
and co-pack existing high-end beverages and private label liquors
for large hospitality and entertainment brands.  Prime Star is
focused on the food and beverage, entertainment, hospitality,
healthcare and disaster relief industries.

The Company's balance sheet as of March 31, 2010, showed
$1,240,734 in assets, $8,419,077 of liabilities, and a
stockholders' deficit of $7,178,343.


PRIME STAR: Posts $300,300 Net Loss in Third Quarter
----------------------------------------------------
Prime Star Group Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $300,256 on zero revenue for the nine
months ended Sept. 30, 2010, compared with a net loss of
$2.76 million on zero revenue for the year ended Dec. 31, 2009.

The Company's balance sheet at Sept. 30, 2010, showed $781,377 in
total assets, $8.42 million in total liabilities, and a
stockholders' deficit of $7.64 million.

As reported in the Troubled Company Reporter on June 1, 2010,
Gruber & Company, LLC, in Lake Saint Louis, Mo., expressed
substantial doubt about the Company's ability to continue as a
going concern after auditing the Company's financial statements
for the year ended December 31, 2009.  The independent auditors
noted that the Company has a deficit in working capital, a deficit
of retained earnings, and negative stockholders equity.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6edf

                         About Prime Star

Las Vegas, Nev.-based Prime Star Group, Inc. is a holding company
that focuses on four areas of business: SmartPax(TM) Packaging,
Premium Food & Beverage Products, Distribution, and Risk
Management.  The Company's operating subsidiaries produce, market,
and distribute wines, tea, adult mixed beverages, flavored water,
and gourmet seafood products.  The Company also produces co-brand
and co-pack existing high-end beverages and private label liquors
for large hospitality and entertainment brands.  Prime Star is
focused on the food and beverage, entertainment, hospitality,
healthcare and disaster relief industries.


RANCHER ENERGY: Delays Filing of 10-Q for Period Ended Sept. 30
---------------------------------------------------------------
Rancher Energy Corp. reports that its quarterly report Form 10-Q
for the period ended September 30, 2010, could not be filed within
the prescribed time period, as the closing of the books and the
process of preparing the Company's financial statements for the
quarter ended September 30, 2010, has been delayed due to the
focus of the Company's resources on the bankruptcy process.

                      About Rancher Energy

Denver, Colorado-based Rancher Energy Corp. (OTC BB: RNCHQ)
-- http://www.rancherenergy.com/-- is an independent energy
company that explores for and develops produces, and markets oil
and gas in North America.  The Company operates four fields in the
Powder River Basin, Wyoming, which is located in the Rocky
Mountain region of the United States.

The Company was formerly known as Metalex Resources, Inc. and
changed its name to Rancher Energy Corp. in 2006.   Rancher Energy
Corp. was incorporated in the State of Nevada on February 4, 2004.

Rancher Energy filed for Chapter 11 bankruptcy protection on
October 28, 2009 (Bankr. D. Colo. Case No. 09-32943).  Herbert A.
Delap, Esq., who has an office in Denver, Colorado, assists the
Debtor in its restructuring efforts.  In its petition, the Company
estimated assets and debts of between $10 million and $50 million
each.

On May 26, 2010, the Company filed its second motion to extend
exclusive period to file a reorganization plan through August 24,
2010 and the exclusive period to solicit acceptance of a plan
through October 22, 2010.  The motion is currently under
consideration by the Bankruptcy Court.

The Company's balance sheet as of June 30, 2010, showed
$18.37 million in total assets, $15.23 million in total
liabilities, and a stockholders' equity of $3.14 million.


REAL ESTATE: Incurs $215,000 Net Loss in September 30 Quarter
-------------------------------------------------------------
Real Estate Associates Limited VII filed its quarterly report on
Form 10-Q, reporting a net loss of $215,000 on zero revenue for
the three months ended Sept. 30, 2010, compared with a net loss of
$225,000 on zero revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed
$1.62 million in total assets, $20.62 in total liabilities,
and a stockholders' deficit of $19.00 million.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6eeb

                   About Real Estate Associates

Real Estate Associates Limited VII is a limited partnership which
was formed under the laws of the State of California on May 24,
1983.  On February 1, 1984, the Partnership offered 2,600 units
consisting of 5,200 limited partnership interests and warrants to
purchase a maximum of 10,400 additional limited partnership
interests through a public offering managed by E.F. Hutton Inc.
The Partnership received $39,000,000 in subscriptions for units of
limited partnership interests (at $5,000 per unit) during the
period from March 7, 1984 to June 11, 1985.

The Partnership will be dissolved only upon the expiration of 50
complete calendar years -- December 31, 2033 -- from the date of
the formation of the Partnership or the occurrence of various
other events as specified in the Partnership agreement.  The
principal business of the Partnership is to invest, directly or
indirectly, in other limited partnerships which own or lease and
operate Federal, state and local government-assisted housing
projects.

The general partners of the Partnership are National Partnership
Investments Corp., a California Corporation, and National
Partnership Investments Associates II.  The business of the
Partnership is conducted primarily by NAPICO, a subsidiary of
Apartment Investment and Management Company, a publicly traded
real estate investment trust.

The Partnership holds limited partnership interests in 11 local
limited partnerships as of both March 31, 2010, and December 31,
2009.  The Partnership also holds a general partner interest in
Real Estate Associates IV, which, in turn, holds limited
partnership interests in nine additional Local Limited
Partnerships; therefore, the Partnership holds interests, either
directly or indirectly through REA IV, in twenty (20) Local
Limited Partnerships.  The general partner of REA IV is NAPICO.
The Local Limited Partnerships own residential low income rental
projects consisting of 1,387 apartment units at both March 31,
2010, and December 31, 2009.  The mortgage loans of these projects
are payable to or insured by various governmental agencies.


ROYAL CARIBBEAN: S&P Raises Corporate Credit Rating to 'BB'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Miami, Fla.-based Royal Caribbean Cruises Ltd. to 'BB'
from 'BB-'.  The rating outlook is stable.

In conjunction with the corporate credit rating change, S&P also
raised all of S&P's issue-level ratings on Royal's debt by one
notch.

"The ratings upgrade reflects S&P's view that Royal will likely
drive meaningful improvement in credit measures in 2011," said
Standard & Poor's credit analyst Emile Courtney.  "This is based
on S&P's expectation for a 4% to 5% increase in net yields next
year, a 15% to 20% increase in EBITDA, and a reduction in funded
debt levels owing to significantly lower capital expenditure
requirements and an expected use of free cash flow for debt
amortization payments totaling $1.2 billion in 2011.  S&P believes
this would drive total adjusted debt to EBITDA to around 5.5x and
funds from operations to total debt to around 15% by the end of
2011, both of which are measures in line with a 'BB' rating given
Royal's satisfactory business profile."

While S&P's current stable outlook on the 'BB' rating indicates
its belief that additional near-term rating upside is limited
(given that the upgrade reflects credit metric improvement
expected for the end of 2011), Royal has publicly stated its
aspiration for an investment-grade rating.  Toward this end, Royal
has set a financial policy strategy over the next several years of
driving down balance sheet leverage in order to achieve a higher
rating.  In S&P's view, an investment-grade rating for Royal is
likely several years away.  It would be preceded by an improvement
in total debt to EBITDA to below 3.75x and FFO to total debt to
higher than 25%, and S&P's comfort that the company could sustain
these levels during the next cyclical downturn.  S&P believes this
scenario would require Royal to maintain aggregate spending on the
company's ship building program in future periods and that any
potential reinstatement of its common dividend to be at levels
below expected operating cash flow, such that the company
generates a good level of positive discretionary cash flow after
these spending needs are satisfied.  This is the most likely way,
in S&P's view, that Royal can have the financial flexibility that
S&P believes is required to cope with the decline in cash flow and
limit the deterioration in credit metrics that are all but certain
in the next cyclical downturn.

The 'BB' rating on Royal reflects a high level of debt in the
capital structure, the capital-intensive nature of the cruise
industry, lack of flexibility with respect to committed ship
orders, and the sensitivity of the travel and leisure sector to
economic cycles.  Royal's solid brands, a relatively young and
high-quality fleet of ships, high barriers to entry in the cruise
industry, and an experienced management team somewhat offset these
factors.


SERVICE CORP: Moody's Assigns B1 Rating to $250 Million Notes
-------------------------------------------------------------
Moody's Investors Service assigned a B1 to Service Corporation
International's proposed $250 million of senior notes, affirmed
the Ba3 Corporate Family Rating and SGL-2 speculative grade
liquidity rating, and changed the rating outlook to positive from
stable.  The net proceeds from the note offering are expected to
be used to repay revolver borrowings and for general corporate
purposes.

Moody's assigned these ratings (assessments):

  -- $250 million senior unsecured notes due 2019, B1 (LGD 4, 61%)
  -- Senior unsecured shelf, (P)B1 (LGD 4, 61%)

Moody's affirmed these ratings (assessments revised):

  -- $400 million senior unsecured revolver (guaranteed) due 2013,
     Baa3 (to LGD 1, 6% from LGD 1, 8%)

  -- $9.1 million 7.875% senior unsecured debentures due 2013, B1
     (to LGD 4, 61% from LGD 4, 63%)

  -- $180.7 million 7.375% senior unsecured notes due 2014, B1 (to
     LGD 4, 61% from LGD 4, 63%)

  -- $157.3 million 6.75% senior unsecured notes due 2015, B1 (to
     LGD 4, 61% from LGD 4, 63%)

  -- $212.9 million 6.75% senior unsecured notes due 2016, B1 (to
     LGD 4, 61% from LGD 4, 63%)

  -- $295 million 7.00% senior unsecured notes due 2017, B1 (to
     LGD 4, 61% from LGD 4, 63%)

  -- $250 million 7.625% senior unsecured notes due 2018, B1 (to
     LGD 4, 61% from LGD 4, 63%)

  -- $150 million 8.0% senior unsecured notes due 2021, B1 (to LGD
     4, 61% from LGD 4, 63%)

  -- $200 million 7.5% senior unsecured notes due 2027, B1 (to LGD
     4, 61% from LGD 4, 63%)

  -- Corporate Family Rating, Ba3

  -- Probability of Default Rating, Ba3

  -- Speculative Grade Liquidity Rating, SGL-2

                        Ratings Rationale

The Ba3 corporate family rating reflects the company's leading
market position and large portfolio of funeral and cemetery
properties, broad geographic diversification within North America,
solid financial strength metrics and stable cash flows supported
by a large backlog of preneed funeral and cemetery contracts.  The
ratings are constrained by weak funeral volume trends, a steady
increase in cremation rates, and the risk that a difficult
environment for consumer spending could depress pre-need sales.

"SCI has effectively integrated acquired companies over the last
few years and showed a commitment to maintaining conservative
financial policies," says Moody's Senior Vice President Lenny
Ajzenman.  "Financial performance has rebounded thus far in 2010
with solid growth in preneed funeral production and cemetery
revenues," adds Mr. Ajzenman.

The positive outlook anticipates modest revenue and profitability
growth in 2011 driven by the full year impact of acquisitions and
further growth in cemetery revenues.  The ratings could be
upgraded if SCI demonstrates a continued commitment to prudent
capital structure management and achieves top and bottom line
growth in 2011 despite likely pressure from lower funeral volumes.

The rating outlook could be changed to stable if the company fails
to demonstrate top and bottom line growth in 2011 or if financial
policies become more aggressive.  The ratings could be pressured
by a significant and sustained weakening of metrics resulting from
(i) a sharp drop in cemetery property sales, funeral volumes,
average revenue per funeral or trust income; (ii) an increase in
litigation exposure; or (iii) an increase in debt to fund a large
acquisition, share repurchase or dividend.  If Debt to EBITDA and
free cash flow to debt are expected to be sustained at over 5
times and less than 5%, a ratings downgrade is possible.

Service Corporation International is North America's largest
provider of deathcare products and services with revenues of about
$2.2 billion in the twelve month period ended September 30, 2010.
At September 30, 2010, the company operated a network of 1,405
funeral service locations and 382 cemeteries across the US,
Canada, and Puerto Rico.


SERVICE CORP: S&P Assigns 'BB-' Rating to $250 Mil. Notes
---------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned a 'BB-'
issue-level rating to Houston-based Service Corp. International's
proposed $250 million senior unsecured notes due in 2019.  S&P
also affirmed the 'BB' corporate credit rating.  The notes will be
substantially similar to the company's existing 8% senior
unsecured notes due in November 2021 and will rank equally to all
of the company's existing senior unsecured debt obligations.  S&P
expects the company to use the proceeds from the notes to pay down
its existing credit facility that is due in 2013 and build its
cash reserves.  SCI repurchased approximately $100 million of debt
in the third quarter 2010 and the proposed transaction will
improve its debt maturity profile.

S&P's rating on SCI reflects the company's industry-leading
position in deathcare services that is characterized by flat
demand and a rising consumer preference for lower cost services
that supports a fair business risk profile.  Lease-adjusted
leverage remains flat at around 4x and is still representative of
an aggressive financial risk profile.

S&P's stable rating outlook on SCI continues to reflect its view
that the company's growth will benefit from past acquisitions and
the company will generate significant free cash flow that will be
used for modest debt repayments, share repurchases and tuck-in
acquisitions.

                         Rating Affirmed

         Corporate credit rating             BB/Stable/--

                          Rating Assigned

              Proposed $250 mil. Sr. sec notes    BB-


SIMMONS FOODS: S&P Assigns Corporate Credit Rating at 'B'
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Siloam Springs, Ark.-based Simmons Foods Inc.  At
the same time, S&P assigned a 'B-' issue-level rating (one notch
below the corporate credit rating) to Simmons Foods' $265 million
second-lien notes maturing 2017, with a recovery rating of '5',
indicating S&P's expectation for modest (10%-30%) recovery in the
event of a payment default.  The outlook is stable

The company intends to use debt proceeds totaling about
$400 million -- including an underwritten $100 million first-lien
term loan (not rated) maturing 2015, $40 million drawn on an
underwritten $125 million first-lien revolving credit facility
(not rated) maturing 2015, and the $265 million proposed second-
lien notes to purchase Menu Foods, refinance existing indebtedness
at both Simmons Foods and Menu Foods, and pay fees and expenses.

"The 'B' corporate credit rating reflects S&P's opinion that
Simmons Foods has a weak business risk profile and an aggressive
financial profile pro forma for the pending acquisition of Menu
Foods," said Standard & Poor's credit analyst Christopher Johnson.
Simmons Foods' business risk profile reflects its modest, albeit
well-established, market position as a vertically integrated
chicken processor, recent history of volatile operating earnings,
and integration risk related to the acquisition of Menu Foods.
Still, S&P believes the company's expansion of its private-label
pet food operations, both organically and via acquisitions, will
further improve product diversification that currently exists to
some extent through Simmons Foods' feed ingredients, rendering,
and other businesses.  Although S&P believes a moderate level of
integration synergies may improve future earnings performance, S&P
believes higher feed costs could hurt operating margins in fiscal
2011.


SIMON WORLDWIDE: Posts $452,000 Net Loss in September 30 Quarter
----------------------------------------------------------------
Simon Worldwide Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $452,000 on zero revenue for the three
months ended Sept. 30, 2010, compared with a net loss of $562,000
on zero revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed
$12.73 million in total assets, $881,000 in total current
liabilities, and stockholders' equity of $11.84 million.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6eea

                       About Simon Worldwide

Based in Los Angeles, Simon Worldwide, Inc. (OTC: SWWI) no longer
has any operating business.  Prior to August 2001, the Company
operated as a multi-national full-service promotional marketing
company, specializing in the design and development of high-impact
promotional products and sales promotions.  At December 31, 2009,
the Company held an investment in Yucaipa AEC Associates, LLC, a
limited liability company that is controlled by the Yucaipa
Companies, a Los Angeles, California based investment firm.
Yucaipa AEC in turn principally held an investment in the common
stock of Source Interlink Companies, a direct-to-retail magazine
distribution and fulfillment company in North America, and a
provider of magazine information and front-end management services
for retailers and a publisher of approximately 75 magazine titles.
Yucaipa AEC held this investment in Source until April 28, 2009,
when Source filed a pre-packaged plan of reorganization under
Chapter 11 of the U.S. Bankruptcy Code.

BDO Seidman, LLP, in Los Angeles, following the Company's 2009
results, expressed substantial doubt about the Company's ability
to continue as a going concern.  The independent auditors noted
that of Company has suffered significant losses from operations,
has a lack of any operating revenue and is subject to potential
liquidation in connection with a recapitalization agreement.

On June 11, 2008, the Company entered into an Exchange and
Recapitalization Agreement with Overseas Toys, L.P., the former
holder of all the outstanding shares of preferred stock of the
Company, pursuant to which all the outstanding preferred stock
would be converted into shares of common stock representing 70% of
the shares of common stock outstanding immediately following the
conversion.  The Recapitalization Agreement was negotiated on the
Company's behalf by the Special Committee of disinterested
directors which, based in part upon the opinion of the Special
Committee's financial advisor, determined that the transaction was
fair to the holders of common stock from a financial point of
view.

In connection with the Recapitalization Agreement, and in the
event that the Company does not consummate a business combination
by the later of (i) December 31, 2010, or (ii) December 31, 2011,
in the event that a letter of intent, an agreement in principle or
a definitive agreement to complete a business combination was
executed on or prior to December 31, 2010, but the business
combination was not consummated prior to such time, and no
qualified offer have been previously consummated, the officers of
the Company will take all such action necessary to dissolve and
liquidate the Company as soon as reasonably practicable.


SMART ONLINE: Incurs $1.32 Million Net Loss in Third Quarter
------------------------------------------------------------
Smart Online Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $1.32 million on $260,968 of total
revenues for the three months ended Sept. 30, 2010, compared with
a net loss of $2.86 million on $293,650 of total revenues for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed $631,424 in
total assets, $18.72 in total liabilities, and a stockholders'
deficit of $18.10 million.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6ee9

                        About Smart Online

Headquartered in Durham, North Carolina, Smart Online, Inc. (OTC
BB: SOLN) -- http://www.smartonline.com/-- develops and markets
software products and services targeted to small  businesses that
are delivered via a Software-as-a-Service (SaaS), or SaaS, model.
The Company also provides Web site consulting services, primarily
in the e-commerce retail industry products and services.


SMART-TEK SOLUTIONS: Posts $614,000 Net Loss in Sept. 30 Quarter
----------------------------------------------------------------
Smart-tek Solutions Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $613,962 on $5.28 million of total revenue
for the three months ended Sept. 30, 2010, compared with a net
loss of $164,600 on $1.82 million of total revenue for the same
period a year earlier.

The Company's balance sheet at Sept. 30, 2010, showed
$5.49 million in total assets, $5.33 million in total liabilities,
and stockholder's equity of 155,842.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6ebc

                    About Smart-tek Solutions

Newport Beach, Calif.-based Smart-tek Solutions Inc. has two
business lines.  Through its wholly owned subsidiary Smart-Tek
Communications Inc. the Company specializes in the design and
development of Radio Frequency Identification (RFID) integration,
monitoring and tracking solutions to meet industry demands.
Through its wholly owned subsidiary Smart-Tek Automated Services
Inc. the Company provides professional employer organization
services.

John Kinross-Kennedy, of Irvine, California, expressed substantial
doubt about the Company's ability to continue as a going concern.
Mr. Kinross-Kennedy noted that that the Company has suffered
recurring losses until the latest fiscal year, and has a working
capital deficiency of $994,278 and a stockholders' deficiency of
$438,164 at June 30, 2010.


STATION CASINOS: Court OKs $317,980 in Fees for Greenberg
---------------------------------------------------------
The Bankruptcy Court approved Greenberg Traurig, LLP's final fee
application in Station Casinos Inc.'s Chapter 11 cases for the
period from December 1, 2009 to July 31, 2010.  The Court awarded
Greenberg Traurig $317,980 for fees and $36,666 for reimbursement
of expenses.  Greenberg is also allowed the sum of $9,235 for the
costs associated with preparing the Final Fee Application and
attending the hearing on the Final Fee Application.

Greenberg Traurig served as Nevada counsel to the Official
Committee of Unsecured Creditors.

                        About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No.
09-52477).  Milbank, Tweed, Hadley & McCloy LLP serves as legal
counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck,
LLP, as regulatory counsel; and Lewis and Roca LLP is local
counsel.  Lazard Freres & Co. LLC is investment banker and
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

Bankruptcy Creditors' Service, Inc., publishes Station Casinos
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Station Casinos Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


STATION CASINOS: Sues 2 Companies Over Web Site Name Use
--------------------------------------------------------
Station Casinos has filed a lawsuit against S.L. Enterprises and
Ryan Murphy, a UK resident, according to newonlinecasinos.org.
The two accused operate the Web sites vegasstationcasino.com and
stationcasino.org, respectively, the report added.  Station
Casinos contends that the web sites are using their brand name to
send traffic to online casinos.

                        About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No.
09-52477).  Milbank, Tweed, Hadley & McCloy LLP serves as legal
counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck,
LLP, as regulatory counsel; and Lewis and Roca LLP is local
counsel.  Lazard Freres & Co. LLC is investment banker and
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

Bankruptcy Creditors' Service, Inc., publishes Station Casinos
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Station Casinos Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


STRADELLA INVESTMENTS: Taps Levene Neale as Bankruptcy Counsel
--------------------------------------------------------------
Stradella Investments, Inc., asks for authorization from the U.S.
Bankruptcy Court for the Central District of California to employ
Levene, Neale, Bender, Yoo & Brill L.L.P. as bankruptcy counsel.

LNBYB will, among other things:

     a. represent the Debtor in any proceeding or hearing in the
        Court involving its estate unless the Debtor is
        represented in the proceeding or hearing by other special
        counsel;

     b. conduct examinations of witnesses, claimants or adverse
        parties and representing the Debtor in any adversary
        proceeding except to the extent that any adversary
        proceeding is in an area outside of LNBYB's expertise or
        which is beyond LNBYB's staffing capabilities;

     c. prepare and assist the Debtor in the preparation of
        reports, applications, pleadings and orders including
        applications to employ professionals, interim statements
        and operating reports, initial filing requirements,
        schedules and statement of financial affairs, lease
        pleadings, cash collateral pleadings, financing pleadings,
        and pleading with respect to the Debtor's use, sale or
        lease of property outside the ordinary course of business;
        and

     d. assist the Debtor in the negotiation, formulation,
        preparation and confirmation of a plan of reorganization
        and the preparation and approval of a disclosure statement
        in respect of the plan.

LNBYB will be paid based on the rates of its professionals:

        David W. Levene                       $585
        David L. Neale                        $585
        Ron Bender                            $585
        Martin J. Brill                       $585
        Timothy J. Yoo                        $585
        Edward M. Wolkowitz                   $585
        David B. Golubchik                    $540
        Monica Y. Kim                         $540
        Beth Ann R. Young                     $540
        Daniel H. Reiss                       $540
        Irving M. Gross                       $540
        Philip A. Gasteier                    $540
        Jacqueline L. Rodriguez               $485
        Juliet Y. Oh                          $485
        Michelle S. Grimberg                  $485
        Todd M. Arnold                        $485
        Todd A. Frealy                        $485
        Anthony A. Friedman                   $415
        Carmela T. Pagay                      $415
        Krikor J. Meshefejian                 $335
        John-Patrick M. Fritz                 $335
        Gwendolen D. Long                     $335
        Lindsey L. Smith                      $225
        Paraprofessionals                     $195

Lindsey L. Smith, Esq., an attorney at LNBYB, assures the Court
that the firm is a "disinterested person" as that term defined in
Section 101(14) of the Bankruptcy Code.

                     About Stradella Investments

San Juan Capistrano, California-based Stradella Investments, Inc.,
filed for Chapter 11 bankruptcy protection on September 19, 2010
(Bankr. C.D. Calif. Case No. 10-23193).  The Debtor estimated its
assets at $10 million to $50 million and debts at $50 million to
$100 million.


SUNRISE EQUITIES: Charged With Scheme Targeting Islamic Investors
-----------------------------------------------------------------
Dow Jones' Small Cap reports that three owners of Sunrise Equities
Inc. once attracted investors by purporting to adhere to Islamic
law but allegedly ended up defrauding individuals and three banks
out of $43.7 million.

According to the report, Salman Ibrahim, the chief executive and
majority owner of Sunrise, and Mohammad Akbar Zahid, senior vice
president of investor relations and a 10% owner of the company,
have been charged with mail fraud, bank fraud and making false
statements to financial institutions.

The report notes that an indictment that explains the charges and
was made public Wednesday seeks forfeiture of at least $43.7
million from them, according to a statement issued by the Chicago
division of the Federal Bureau of Investigation.

Amjed Mahmood, who was senior vice president of construction and a
10% owner of Sunrise, was charged with conspiracy to commit mail,
wire and bank fraud, the report discloses.

The report adds that he will be arraigned at a later date in U.S.
District Court.

Sunrise Equities is a Chicago real estate development firm that
was pushed into bankruptcy.


TELTRONICS INC: Incurs $92,000 Net Loss for September 30 Quarter
----------------------------------------------------------------
Teltronics Inc. filed its quarterly report on Form 10-Q, reporting
a net loss of $92,000 on $4.59 million on $7.96 million of net
sales for the three months ended Sept. 30, 2010, compared with net
income of $2.58 million on $11.51 million of net sales for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed
$10.25 million in total assets, $14.70 million in total current
liabilities, $4.43 in total long-term liabilities, and a
stockholders' deficit of $8.88 million.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6ee8

                      About Teltronics Inc.

Palmetto, Fla.-based Teltronics, Inc. (OTC BB: TELT)
-- http://ww.teltronics.com/-- designs, installs, develops,
manufactures and markets electronic hardware and application
software products, and engages in electronic manufacturing
services primarily in the telecommunication industry.


TERRESTAR NETWORKS: Revises Settlement on Dismissal Motion
----------------------------------------------------------
TerreStar Networks Inc.; EchoStar Corporation; Solus Alternative
Asset Management LP; Millennium International Management LP and
Harbinger Capital Partners LLC on behalf of its managed and
affiliated funds; and Highland Capital Management L.P. on behalf
of its managed funds seek to revise a stipulation that aims to
resolve a request by certain preferred stockholders for the
dismissal of the Chapter 11 cases of Motient Holdings, Inc., MVH
Holdings, Inc., TerreStar New York Inc., Motient Communications
Inc., Motient Services Inc., Motient Ventures Holding Inc., and
Motient License Inc.

Solus Alternative and Millennium International, both holders of
TerreStar Corp.'s preferred stock, filed the Motion to Dismiss.

The parties' Original Stipulation provides that the plan support
agreement entered into by the Debtors, TerreStar Corp., TerreStar
Holdings Inc., and EchoStar will be amended according to certain
guidelines.  Among those guidelines is the specification that
none of the assets of the Motient Debtors or the Non-TSN Debtors
will be restructured or distributed pursuant to a plan sponsored
by EchoStar for the reorganization of the TSN Debtors.

The Revised Stipulation specifically provides that the PSA
Amendments will not affect the rights of the Official Committee
of Unsecured Creditors or the rights of any third party to bring
any claim or cause of action against or make any motion or
objection with respect to the Debtors, TerreStar Corp. or
TerreStar Holdings, Inc., with respect to any matter, including
but not limited the Plan, any asset, any intercompany claim or
any corporate restructuring of TSC or TS Holdings.

The Parties inked the Revised Stipulation on November 12, 2010.

The Court will convene a hearing on November 16, 2010, to consider
approval of the Revised Stipulation.

                     About TerreStar Networks

Reston, Va.-based TerreStar Corporation (NASDAQ: TSTR)
-- http://www.terrestar.com/-- is in the mobile communications
business through its ownership of TerreStar Networks, its
principal operating subsidiary, and TerreStar Global.

TerreStar Networks, in cooperation with its Canadian partners,
TerreStar Canada and TerreStar Solutions, majority-owned
subsidiaries of Trio 1 and 2 General Partnerships, plans to launch
an innovative wireless communications system to provide mobile
coverage throughout the United States and Canada using integrated
satellite-terrestrial smartphones and other devices.  This system
build out will be based on an integrated satellite and ground-
based technology intended to provide communication service in most
hard-to-reach areas and will provide a nationwide interoperable,
survivable and critical communications infrastructure.  The
Company intends to provide multiple communications applications,
including voice, data and video services.

As of June 30, 2010, the Company had four wholly owned
subsidiaries, MVH Holdings Inc., Motient Holdings Inc., TerreStar
Holdings Inc., and TerreStar New York Inc.  Motient Ventures
Holding Inc., a wholly owned subsidiary of MVH Holdings Inc.,
directly holds approximately 89.3% and 86.5% interest in TerreStar
Networks and TerreStar Global, respectively.

TerreStar Networks Inc. and Its affiliates filed voluntary
petitions for relief under Chapter 11 of the United States
Bankruptcy Code in Manhattan (Bankr. S.D.N.Y. Lead Case No.
10-15446).

The Debtors' parent, TerreStar Corporation (NASDAQ: TSTR), is not
among the Chapter 11 filers.

The Garden City Group, Inc. will act as claims and noticing agent
in the chapter 11 cases.  Michel Wunder, Esq., Ryan Jacobs, Esq.,
and Jarvis Hetu, Esq. at Fraser Milner Casgrain LLP and  Ira
Dizengoff, Esq., Arik Preis, Esq., and Ashleigh Blaylock, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, serve as bankruptcy
counsel to the Debtors.  Blackstone Advisory Partners LP is the
financial advisor.

Bankruptcy Creditors' Service, Inc., publishes TerreStar
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by TerreStar Networks Inc. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TERRESTAR NETWORKS: Akin Gump Also Represents Parent
----------------------------------------------------
Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, bankruptcy counsel to TerreStar Networks Inc. and its
debtor-affiliates, disclosed that in addition to representing the
Debtors, his firm has also represented the Debtors' parent
company, TerreStar Corporation, since 2007.

Mr. Dizengoff revealed that until shortly before the Chapter 11
filing, the Debtors contemplated that TerreStar Corp. and
TerreStar Holdings Inc., an affiliate of the Debtors and a wholly
owned subsidiary of TerreStar Corp., would file for Chapter 11 as
well.  However, in light of certain events, including, without
limitation, the agreement by certain preferred stockholders of
TerreStar Corp. to toll the litigation they were bringing against
the Parent and as an accommodation to the holders of TerreStar
Corp's preferred stock, the decision was made not to file the
entities for Chapter 11 at the same time as the Debtors.

Accordingly, Akin Gump continues to represent TerreStar Corp. and
TS Holdings in connection with examining its restructuring
alternatives.  Akin Gump separately tracks the fees and expenses
associated with its representation of the TSC Entities, and Akin
Gump is paid directly by the TSC Entities for the fees and
expenses.

"Should it be determined that the TSC Entities should file for
Chapter 11, Akin Gump intends to represent the TSC Entities as
counsel during the pendency of that Chapter 11 proceeding," Mr.
Dizengoff said.

Mr. Dizengoff also disclosed that Akin Gump received funds from
the Debtors, aggregating $2,270,257, within 90 days before the
Petition Date.  After application of the funds to fees and
expenses incurred prior to the Petition Date, Akin Gump had, as
of the Petition Date, approximately $157,000 remaining in funds
received prior to the Petition Date.  Akin Gump intends to apply
the remaining amount toward postpetition fees and expenses, after
the postpetition fees and expenses are approved pursuant to the
first order entered by the Court awarding the fees and expenses
to the firm.

                     About TerreStar Networks

Reston, Va.-based TerreStar Corporation (NASDAQ: TSTR)
-- http://www.terrestar.com/-- is in the mobile communications
business through its ownership of TerreStar Networks, its
principal operating subsidiary, and TerreStar Global.

TerreStar Networks, in cooperation with its Canadian partners,
TerreStar Canada and TerreStar Solutions, majority-owned
subsidiaries of Trio 1 and 2 General Partnerships, plans to launch
an innovative wireless communications system to provide mobile
coverage throughout the United States and Canada using integrated
satellite-terrestrial smartphones and other devices.  This system
build out will be based on an integrated satellite and ground-
based technology intended to provide communication service in most
hard-to-reach areas and will provide a nationwide interoperable,
survivable and critical communications infrastructure.  The
Company intends to provide multiple communications applications,
including voice, data and video services.

As of June 30, 2010, the Company had four wholly owned
subsidiaries, MVH Holdings Inc., Motient Holdings Inc., TerreStar
Holdings Inc., and TerreStar New York Inc.  Motient Ventures
Holding Inc., a wholly owned subsidiary of MVH Holdings Inc.,
directly holds approximately 89.3% and 86.5% interest in TerreStar
Networks and TerreStar Global, respectively.

TerreStar Networks Inc. and Its affiliates filed voluntary
petitions for relief under Chapter 11 of the United States
Bankruptcy Code in Manhattan (Bankr. S.D.N.Y. Lead Case No.
10-15446).

The Debtors' parent, TerreStar Corporation (NASDAQ: TSTR), is not
among the Chapter 11 filers.

The Garden City Group, Inc. will act as claims and noticing agent
in the chapter 11 cases.  Michel Wunder, Esq., Ryan Jacobs, Esq.,
and Jarvis Hetu, Esq. at Fraser Milner Casgrain LLP and  Ira
Dizengoff, Esq., Arik Preis, Esq., and Ashleigh Blaylock, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, serve as bankruptcy
counsel to the Debtors.  Blackstone Advisory Partners LP is the
financial advisor.

Bankruptcy Creditors' Service, Inc., publishes TerreStar
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by TerreStar Networks Inc. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TERRESTAR NETWORKS: Fraser Milner Also Represents Parent
--------------------------------------------------------
Michael J. Wunder, Esq., at Fraser Milner Casgrain LLP, in
Toronto, Ontario, Canada, reveals that in addition to representing
the Debtors, his firm has also represented TerreStar Corporation
and its affiliates since 2004.

Mr. Wunder further reveals that until shortly before the Petition
Date, the Debtors contemplated that TerreStar Corp. and TerreStar
Holdings Inc., an affiliate of the Debtors and a wholly owned
subsidiary of TerreStar Corp., would file for Chapter 11
protection, and corresponding recognition in Canada, as well.

"I have been advised by Akin Gump that in light of certain
events, including, without limitation, the agreement by certain
preferred stockholders of TSC to toll the litigation they were
bringing against TSC and as an accommodation to the holders of
TSC's preferred stock, the decision was made not to file these
entities for chapter 11 at the same time as the Debtors," Mr.
Wunder says.

Against this backdrop, Fraser Milner continues to represent
TerreStar Corp. and TerreStar Holdings as Canadian counsel to
examine Canadian legal issues including, but not limited to,
restructuring alternatives, Mr. Wunder relates.  He notes that
Fraser Milner separately tracks the fees and expenses associated
with its representation of the TSC Entities, and the firm is paid
directly by the TSC Entities for those fees and expenses.

Should it be determined that the TSC Entities should file for
Chapter 11 and subsequently commence any form of insolvency
proceeding in Canada, Fraser Milner intends to represent the TSC
Entities as Canadian counsel during the pendency of the Canadian
proceeding, Mr. Wunder tells the Court.

Fraser Milner received funds from the Debtors, totaling
C$771,355, within 90 days before the commencement of the Chapter
11 cases, according to Mr. Wunder.  He says that after applying
the funds to the firm's prepetition fees and expenses for
services rendered, Fraser Milner had no remaining funds as of the
Petition Date.

                     About TerreStar Networks

Reston, Va.-based TerreStar Corporation (NASDAQ: TSTR)
-- http://www.terrestar.com/-- is in the mobile communications
business through its ownership of TerreStar Networks, its
principal operating subsidiary, and TerreStar Global.

TerreStar Networks, in cooperation with its Canadian partners,
TerreStar Canada and TerreStar Solutions, majority-owned
subsidiaries of Trio 1 and 2 General Partnerships, plans to launch
an innovative wireless communications system to provide mobile
coverage throughout the United States and Canada using integrated
satellite-terrestrial smartphones and other devices.  This system
build out will be based on an integrated satellite and ground-
based technology intended to provide communication service in most
hard-to-reach areas and will provide a nationwide interoperable,
survivable and critical communications infrastructure.  The
Company intends to provide multiple communications applications,
including voice, data and video services.

As of June 30, 2010, the Company had four wholly owned
subsidiaries, MVH Holdings Inc., Motient Holdings Inc., TerreStar
Holdings Inc., and TerreStar New York Inc.  Motient Ventures
Holding Inc., a wholly owned subsidiary of MVH Holdings Inc.,
directly holds approximately 89.3% and 86.5% interest in TerreStar
Networks and TerreStar Global, respectively.

TerreStar Networks Inc. and Its affiliates filed voluntary
petitions for relief under Chapter 11 of the United States
Bankruptcy Code in Manhattan (Bankr. S.D.N.Y. Lead Case No.
10-15446).

The Debtors' parent, TerreStar Corporation (NASDAQ: TSTR), is not
among the Chapter 11 filers.

The Garden City Group, Inc. will act as claims and noticing agent
in the chapter 11 cases.  Michel Wunder, Esq., Ryan Jacobs, Esq.,
and Jarvis Hetu, Esq. at Fraser Milner Casgrain LLP and  Ira
Dizengoff, Esq., Arik Preis, Esq., and Ashleigh Blaylock, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, serve as bankruptcy
counsel to the Debtors.  Blackstone Advisory Partners LP is the
financial advisor.

Bankruptcy Creditors' Service, Inc., publishes TerreStar
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by TerreStar Networks Inc. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TERRESTAR NETWORKS: Kirkland Represents Holders of $258MM in Notes
------------------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy
Procedure, Kirkland & Ellis LLP discloses that it represents an
ad hoc group of investment advisors and managers that are
advising or managing certain funds that are creditors holding
claims against the Debtors, including, but not limited to, claims
arising under the $500,000,000 15% Senior Secured PIK Notes
Indenture, dated as of February 14, 2007.

The members of the Ad Hoc Group are:

  (a) Archer Capital Management, LP
      570 Lexington Ave, 40th Floor
      New York, NY 10153

  (b) Catalyst Investment Management Co., LLC
      767 Third Avenue, 32nd Floor
      New York, NY 10017

  (c) Knighthead Capital Management, LLC
      623 Fifth Avenue, 29th Floor
      New York, NY 10017

  (d) SOF Investments LP
      645 Fifth Avenue, 21st Floor
      New York, NY 10022

  (e) Millennium Partners
      666 Fifth Avenue, 8th Floor
      New York, NY 10103

  (f) Redwood Capital Group, LLC
      885 Third Avenue, 25th Floor
      New York, NY 10022

  (g) Romulus Holdings Inc.
      2200 Fletcher Avenue, 5th Floor
      Fort Lee, NJ 07024

  (h) Solus Alternative Asset Management
      430 Park Avenue
      New York, NY 10022

  (i) Stark Investments
      3600 South Lake Drive
      St. Francis, WI 53235

  (j) Tricadia Capital Management
      780 Third Avenue, 29th Floor
      New York, NY 10017

  (k) York Capital Management
      767 Fifth Ave., 17th Floor
      New York, NY 10153

  (l) Whitebox Advisors
      3033 Excelsior Boulevard, Suite 300
      Minneapolis, MN 55416

As of November 12, 2010, the Ad Hoc Group holds approximately
$258 million of the 15% Notes issued under the Senior Secured
Notes Indenture, Kirkland & Ellis reveals.

                     About TerreStar Networks

Reston, Va.-based TerreStar Corporation (NASDAQ: TSTR)
-- http://www.terrestar.com/-- is in the mobile communications
business through its ownership of TerreStar Networks, its
principal operating subsidiary, and TerreStar Global.

TerreStar Networks, in cooperation with its Canadian partners,
TerreStar Canada and TerreStar Solutions, majority-owned
subsidiaries of Trio 1 and 2 General Partnerships, plans to launch
an innovative wireless communications system to provide mobile
coverage throughout the United States and Canada using integrated
satellite-terrestrial smartphones and other devices.  This system
build out will be based on an integrated satellite and ground-
based technology intended to provide communication service in most
hard-to-reach areas and will provide a nationwide interoperable,
survivable and critical communications infrastructure.  The
Company intends to provide multiple communications applications,
including voice, data and video services.

As of June 30, 2010, the Company had four wholly owned
subsidiaries, MVH Holdings Inc., Motient Holdings Inc., TerreStar
Holdings Inc., and TerreStar New York Inc.  Motient Ventures
Holding Inc., a wholly owned subsidiary of MVH Holdings Inc.,
directly holds approximately 89.3% and 86.5% interest in TerreStar
Networks and TerreStar Global, respectively.

TerreStar Networks Inc. and Its affiliates filed voluntary
petitions for relief under Chapter 11 of the United States
Bankruptcy Code in Manhattan (Bankr. S.D.N.Y. Lead Case No.
10-15446).

The Debtors' parent, TerreStar Corporation (NASDAQ: TSTR), is not
among the Chapter 11 filers.

The Garden City Group, Inc. will act as claims and noticing agent
in the chapter 11 cases.  Michel Wunder, Esq., Ryan Jacobs, Esq.,
and Jarvis Hetu, Esq. at Fraser Milner Casgrain LLP and  Ira
Dizengoff, Esq., Arik Preis, Esq., and Ashleigh Blaylock, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, serve as bankruptcy
counsel to the Debtors.  Blackstone Advisory Partners LP is the
financial advisor.

Bankruptcy Creditors' Service, Inc., publishes TerreStar
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by TerreStar Networks Inc. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


THOMPSON PUBLISHING: Units File Schedules of Assets & Liabilities
-----------------------------------------------------------------
Thompson Publishing Group, Inc., a debtor-affiliate of Thompson
Publishing Holding Co. Inc., filed with the U.S. Bankruptcy Court
for the District of Delaware its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property            $9,885,110
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $116,118,531
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $17,000
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $365,889
                                 -----------      -----------
        TOTAL                     $9,885,110      $166,501,420

Other affiliates filed their schedules:

   The Performance Institute, Inc.:
    assets - $831,081
    liabilities - $166,196,998

   Thompson Publishing Publishing Development, LLC:
    assets - $0
    liabilities -$0

   Alex Solutions, Inc.:
    assets - $2,192,129
    Liabilities - $166,546,323

   TPG AES Holding Co., Inc.:
    assets - $5,297,034
    Liabilities - $166,118,531

   AHC Media LLC:
    assets - $2,876,901
    liabilities - $166,308,170

            About Thompson Publishing Holding Co. Inc.

Legal publisher Thompson Publishing Holding Co. Inc., and six
affiliates sought chapter 11 protection (Bankr. D. Del. Case No.
10-13070) on Sept. 21, 2010.  Thompson is majority owned by Avista
Capital Partners, which bought a 50% stake in the company for
$130 million in 2006.  John F. Ventola, Esq. --
jventola@choate.com -- and Lisa E. Herrington, Esq. --
lherrington@choate.com -- at Chote, Hall & Stewart LLP in Boston,
Mass., and Alissa T. Gazze, Esq., Chad A. Fights, Esq., and Derek
C. Abbott, Esq., at Morris Nichols Arsht & Tunnell, LLP, provide
the Debtors with legal counsel, and Mark Chesen and Michael Gorman
at SSG Capital Advisors LLC in Conshohocken, Pa., provide the
Debtors with financial advisory services.


THOMPSON PUBLISHING: Court Okays Choate Hall as Bankr. Counsel
--------------------------------------------------------------
Thompson Publishing Holding Co., Inc., et al, sought and obtained
authorization from the Hon. Peter J. Walsh of the U.S. Bankruptcy
Court for the District of Delaware to employ Choate Hall & Stewart
LLP as bankruptcy counsel, nunc pro tunc to the Petition Date.

Choate Hall will, among other things:

     a. take all necessary actions to protect and preserve the
        Debtors' estate during the Debtors' Chapter 11 cases,
        including the prosecution of actions by the Debtors, the
        defense of any actions commenced against the Debtors,
        negotiations concerning litigation in which the Debtors
        are involved and objecting to claims filed against the
        estates;

     b. prepare or coordinate preparation of motions,
        applications, answers, orders, reports and papers in
        connection with the administration of the Debtors' Chapter
        11 cases;

     c. represent the Debtors' in connection with the proposed
        sale of the assets; and

     d. counsel the Debtors with regard to their rights and
        obligations as debtors-in-possession.

By separate application, the Debtors also requested that the Court
approve the retention and employment of Morris, Nichols, Arsht &
Tunnell LLP as Delaware co-counsel.  Choate Hall discussed with
Morris Nichols a division of responsibilities so as to minimize
duplication of services on behalf of the Debtors.

Choate Hall will be paid based on the rates of its professionals:

        Partners                       $550-$915
        Associates                     $345-$595
        Paraprofessionals              $255-$355

John F. Ventola, Esq., a partner at Choate Hall, assured the Court
that the firm is a "disinterested person" as that term defined in
Section 101(14) of the Bankruptcy Code.

Legal publisher Thompson Publishing Holding Co. Inc. and six
affiliates sought chapter 11 protection (Bankr. D. Del. Case No.
10-13070) on Sept. 21, 2010.  Thompson is majority owned by Avista
Capital Partners, which bought a 50% stake in the company for
$130 million in 2006.  Thompson estimated assets of $10 million to
$50 million and debts of $100 million to $500 million in its
Chapter 11 petition.  Mark Chesen and Michael Gorman at SSG
Capital Advisors LLC in Conshohocken, Pa., provide the Debtors
with financial advisory services.


THOMPSON PUBLISHING: Gets OK to Hire Morris Nichols as Co-Counsel
-----------------------------------------------------------------
Thompson Publishing Holding Co., Inc., et al., sought and obtained
authorization from the Hon. Peter J. Walsh of the U.S. Bankruptcy
Court for the District of Delaware to employ Morris, Nichols,
Arsht & Tunnell LLP as Delaware bankruptcy co-counsel, nunc pro
tunc to the Petition Date.

Morris Nichols will, among other things:

     a. take necessary actions to protect and preserve the
        Debtors' estate during the Debtors' Chapter 11 cases,
        including the prosecution of actions by the Debtors, the
        defense of any actions commenced against the Debtors,
        negotiations concerning litigation in which the Debtors
        are involved and objecting to claims filed against the
        estates;

     b. prepare or coordinate preparation of motions,
        applications, answers, orders, reports and papers in
        connection with the administration of the Debtors' Chapter
        11 cases;

     c. counsel the Debtors will regard to their rights and
        obligations as debtors-in-possession; and

     d. perform all other necessary legal services.

By separate application, the Debtors also requested that the Court
approve the retention and employment of Choate Hall & Stewart LLP
as bankruptcy counsel.  The retention of Morris Nichols as
Delaware bankruptcy counsel is necessary and will allow the
Debtors to operate more effectively given Morris Nichols'
specialized knowledge of bankruptcy laws and procedures in
Delaware.  Morris Nichols discussed with Choate Hall a division of
responsibilities so as to minimized duplication of services on
behalf of the Debtors.

Morris Nichols will be paid based on the rates of its
professionals:

        Partners                        $475-$750
        Associates                      $270-$470
        Paraprofessionals               $195-$250
        Case Clerks                       $130

Derek C. Abbott, Esq., a partner at Morris Nichols, assured the
Court that the firm is a "disinterested person" as that term
defined in Section 101(14) of the Bankruptcy Code.

Legal publisher Thompson Publishing Holding Co. Inc. and six
affiliates sought chapter 11 protection (Bankr. D. Del. Case No.
10-13070) on Sept. 21, 2010.  Thompson is majority owned by Avista
Capital Partners, which bought a 50% stake in the company for
$130 million in 2006.  Thompson estimated assets of $10 million to
$50 million and debts of $100 million to $500 million in its
Chapter 11 petition.  Mark Chesen and Michael Gorman at SSG
Capital Advisors LLC in Conshohocken, Pa., provide the Debtors
with financial advisory services.


TRANSAX INT'L: Delays Form 10-Q for Third Quarter
-------------------------------------------------
Transax International Limited said it could not timely file its
quarterly report on Form 10-Q for the period ended Sept. 30, 2010,
with the Securities and Exchange Commission because it has not
timely received financial information from its operating
subsidiary pertaining to business operations in Brazil.

                   About Transax International

Transax International Limited -- http://www.transax.com/--
primarily through its 55% owned subsidiary, Medlink Conectividade
em Saude Ltda is an international provider of information network
solutions specifically designed for healthcare providers and
health insurance companies.  The Company's MedLink Solution
enables the real time automation of routine patient eligibility,
verification, authorizations, claims processing and payment
functions.  The Company has offices located in Plantation, Florida
and Rio de Janeiro, Brazil.  The Company currently trades on the
OTC Pink Sheet market under the symbol "TNSX" and the Frankfurt
and Berlin Stock Exchanges under the symbol "TX6".

                          *     *     *

As reported in the Troubled Company Reporter on April 21, 2010,
MSPC Certified Public Accountants and Advisors, P.C., in New York,
expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has accumulated losses from operations of roughly
$17.2 million, a working capital deficiency of roughly
$6.2 million and a stockholders' deficiency of roughly
$7.4 million at December 31, 2009.


TRICO MARINE: Shipping Inks 3rd Amendment to Priority Credit Deal
-----------------------------------------------------------------
On November 12, 2010, Trico Shipping AS entered into an amendment,
consent and waiver (the "Third Amendment") to the Priority Credit
Agreement by and among Trico Shipping, as borrower, Trico Supply
AS ("Holdings") and certain of Trico Marine Services, Inc.'s (the
"Company") other wholly owned subsidiaries identified therein, as
guarantors, Cantor Fitzgerald Securities, as administrative agent,
and the lenders party thereto.

The Third Amendment amends the Priority Credit Agreement by (i)
extending the due date of the requirement that the Company and
Holdings and the other guarantors adopt a plan contemplating the
restructuring of their indebtedness, from October 31, 2010, to
November 12, 2010, (ii) waiving compliance by the Company and
Holdings with various covenants in the Priority Credit Agreement,
(iii) so long as an agreement to forbear from the exercise of
remedies in connection with a default or event of default arising
from the failure to make the interest payment on Trico Shipping's
11 7/8% Senior Secured Notes due 2014 (the "Notes") that was due
on November 1, 2010, has been entered into by and among the credit
parties, a majority of the holders of the Notes and the trustee
under the indenture governing the Notes and such agreement remains
in full force and effect, waiving any default or event of default
under the Priority Credit Agreement attributable to a default or
event of default under the Indenture due to, among other things,
failure by a credit party to make the interest payment on the
Notes that was due on November 1, 2010, and (iv) consenting to the
consummation of the Tebma Settlement Agreement (as defined in the
Third Amendment).

                          Relationships

Affiliates of certain funds managed by Tennenbaum Capital
Partners, LLC, are lenders under the Company's Second Amended and
Restated Credit Agreement dated as of June 11, 2010, as amended,
the Company's Senior Secured, Super-Priority Debtor-in-Possession
Credit Agreement, dated as of August 24, 2010, as amended, and
Trico Shipping's Credit Agreement dated as of October 30, 2009, as
amended.  At present, certain lenders under the Priority Credit
Agreement are holders of the Notes.

A complete text of the Third Amendment is available for free at:

               http://researcharchives.com/t/s?6ed6

                        About Trico Marine

Headquartered in Texas, Trico Marine Services, Inc. --
http://www.tricomarine.com/-- provides subsea services, subsea
trenching and protection services, and towing and supply vessels.
Trico filed for Chapter 11 protection on August 25, 2010 (Bankr.
D. Del. Case No. 10-12653).  John E. Mitchell, Esq., Angela B.
Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP,
assist the Debtor in its restructuring effort.  The Debtor
disclosed $30,562,681 in assets and $353,606,467 in liabilities as
of the Petition Date.

Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No. 10-
12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico
Marine International, Inc. (Case No. 10-12650), Trico Marine
Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No.
10-12652) filed separate Chapter 11 petitions.

Cahill Gordon & Reindell LLP is the Debtors' special counsel.
Alix Partners Services, LLC, is the Debtors' chief restructuring
officer.  Epiq Bankruptcy Solutions is the Debtors' claims and
notice agent.  Postlethwaite & Netterville serves as the Debtors'
accountant and Ernst & Young LLP serves as tax advisors.
Pricewaterhousecoopers LLC provides the independent accountants
and tax advisors for the Debtors.

Aside from the Cayman Islands holding company, Trico's foreign
subsidiaries were not included in the filing and will not be
subject to the requirements of the U.S. Bankruptcy Code.


TRONOX INC: Court Confirms Plan of Reorganization
-------------------------------------------------
Tronox Incorporated disclosed that the United States Bankruptcy
Court for the Southern District of New York confirmed its First
Amended Joint Plan of Reorganization of Tronox Incorporated, et
al. Pursuant to Chapter 11 of the Bankruptcy Code.  The Plan will
become effective after the Court enters a written order reflecting
this ruling and other Plan conditions have been satisfied.  Tronox
currently expects to emerge from chapter 11 in the upcoming weeks,
as soon as the Plan conditions are satisfied.

"The Court's confirmation of our restructuring plan is a major
milestone for our company and represents the culmination of our
restructuring efforts," said Dennis L. Wanlass, Chairman and Chief
Executive Officer of Tronox.  "We will emerge from the chapter 11
process well-positioned to compete in the titanium dioxide and
specialty chemical industries, having eliminated our significant
environmental and other legacy liabilities."

The Plan received the full support of the United States of
America, through the Department of Justice, on behalf of and in
consultation with the state, local, tribal and quasi-governmental
authorities who have filed claims against Tronox and certain water
authorities, Tronox's official committee of unsecured creditors,
certain holders of Tronox's prepetition unsecured notes who are
backstopping the equity financing needed for the Plan,
representatives of holders of tort claims against Tronox, and
Tronox's official committee of equity security holders.

The Plan provides for the following reorganization transactions:

Tronox will reorganize around its existing operating businesses,
including its facilities at Oklahoma City, Oklahoma; Hamilton,
Mississippi; Henderson, Nevada; Botlek, The Netherlands and
Kwinana, Australia;

Tronox will rely on a combination of debt and new money equity
investments to meet its working capital needs and fund
distributions required by the Plan, which will include (a)total
funded first lien debt of no more than $470 million and (b)the
proceeds of a $185 million rights offering open to substantially
all unsecured creditors and backstopped by the Backstop Parties;

Government claims related to Tronox's environmental liabilities at
legacy sites (both owned and non-owned) will be settled through
the creation of certain environmental response trusts and a
litigation trust, to which Tronox will contribute the following
consideration: (i) $270 million in cash, (ii) 88% of Tronox's
interest the pending Anadarko Litigation, (iii) certain Nevada
assets, including the real property located in Henderson, Nevada,
and (iv) certain other insurance and financial assurance assets
worth at least $50 million;

Tort Claimants, who have asserted claims related to potential
asbestos, benzene, creosote and other liabilities, will recover
from certain trusts to be created by the Plan to which Tronox will
contribute the following consideration: (i) $12.5 million in cash,
(ii) 12% of Tronox's interest in the Anadarko Litigation, and
(iii) certain insurance assets;

Holders of general unsecured claims will receive their pro rata
share of 50.9% of the common equity of reorganized Tronox, and
received the opportunity to participate in the Rights Offering for
an aggregate of up to 45.5% of the common equity of reorganized
Tronox;

Private parties holding indirect environmental claims will have
their claims split for purposes of sharing in distributions to
holders of general unsecured claims and holders of tort claims;

Certain holders of unsecured claims below $250 were not eligible
to participate in the Rights Offering. Holders of these claims
will receive payment in cash equal to 89% of the amount of such
claims; and

Existing holders of equity in Tronox Incorporated will receive a
package of warrants, consisting of two tranches of warrants to
purchase their pro rata share of a combined total of 7.5% of the
common equity of reorganized Tronox.

Wanlass continued, "On behalf of Tronox and its major
stakeholders, I would like to thank our employees, customers and
suppliers for their support throughout this process. We are very
proud of our accomplishments and look forward to working with all
of our stakeholders following our emergence."

                       About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.


ULTIMATE ESCAPES: Demeure Confirms Purchase of Firm's Assets
------------------------------------------------------------
Demeure, a next generation travel community through which members
access the world's finest vacation homes at discounted rates and
without costly membership capital contributions or deposits, has
reached an agreement with Ultimate Escapes CapSource to amend the
asset purchase agreement and waive certain conditions to closing 6
days ahead of the November 24th deadline.  Former members of
Ultimate Escapes who join the Demeure community can be assured of
a trusted home for their travel experience.

Demeure will be proceeding with the purchase of all the original
assets listed in its court approved Asset Purchase Agreement and
will also purchase an additional property in Scottsdale, Arizona.
The Purchase Agreement also includes intellectual property and
other critical Ultimate Escapes assets, to ensure a smooth
transition of UE members to Demeure.

The Asset Purchase Agreement in its amended form represents the
conclusion of the agreement between the Estate and Demeure.
Demeure will also be offering employment to key Ultimate Escapes
employees commencing on November 24th.

"Ultimate Escapes members have been put into an extremely
stressful financial and emotional position throughout the
bankruptcy process.  It has been our goal to ensure their needs
are at the forefront of our work," said Peter Schwartz, Chairman
and CEO of Demeure.  "Through the incredible efforts of our
employees we have been able to convey our unique value proposition
to members, which involves putting their own properties to work
within the Demeure community.  Our direct communication efforts
with them has led to over 150 unique requests from members looking
to participate in the property purchase program."

It had become clear throughout the Ultimate Escapes bankruptcy
process and Demeure transition that members have individual needs
requiring personalized attention.  The waiver of conditions by
Demeure and its commitment to proceed with the original Asset
Purchase Agreement ensures members will have ample opportunity to
complete commitment agreements, participate in the property
purchase program and reservation lottery throughout the months of
November and December.

"CRG is pleased that the conditions to close on November 24th have
been waived and that CapitalSource Bank continues to work
cooperatively with Demeure to reach a successful result based on
the current number of property purchase inquiries," said Stephen
Gray of CRG Partners.

                       About Ultimate Escapes

Ultimate Escapes, Inc. -- http://www.ultimateescapes.com/-- is a
luxury destination club that sells club memberships offering
members reservation rights to use its vacation properties, subject
to the rules of the club member's Club Membership Agreement.  The
Company's properties are located in various resort locations
throughout the world.

Kissimmee, Florida-based Ultimate Escapes Holdings, LLC, filed for
Chapter 11 bankruptcy protection on September 20, 2010 (Bankr. D.
Del. Case No. 10-12915).  Affiliates Ultimate Resort, LLC;
Ultimate Operations, LLC; Ultimate Resort Holdings, LLC; Ultimate
Escapes, Inc. (fka Secure America Acquisition Corporation); P & J
Partners, LLC; UE Holdco, LLC; UE Member, LLC, et al., filed
separate Chapter 11 petitions.

Scott D. Cousins, Esq., Matthew L. Hinker, Esq., and Nancy A.
Mitchell, Esq., at Greenberg Traurig LLP, assist the Debtors in
their restructuring efforts.  CRG Partners Group LLC is the
Debtors' chief restructuring officer.  BMC Group Inc. is the
Company's claims and notice agent.

Christopher A. Ward, Esq., at Polsinelli Shughart PC, and Gordon &
Rees LLP represent the Creditors Committee.

Ultimate Escapes estimated assets at $10 million to $50 million
and debts at $100 million to $500 million as of the Petition Date.


UNITED WESTERN: Delays Filing of Form 10-Q for Third Quarter
------------------------------------------------------------
United Western Bancorp Inc. said it could not timely file its
quarterly report on Form 10-Q for the period ended Sept. 30, 2010,
because the Company's unaudited consolidated financial statements
for the quarter ended September 30, 2010 have not been finalized.

According to the Company, the delay in completing the financial
statements is primarily attributable to the timing of an
examination of its wholly-owned subsidiary, United Western Bank,
by its primary regulators, the Office of Thrift Supervision and
the Federal Deposit Insurance Corporation.

The Company said it is currently engaged in discussions with
the OTS and the FDIC regarding the Bank's consistently applied
methodology for determining other-than-temporary impairment on
non-agency, mortgage-backed securities at September 30, 2010.  As
a result of these ongoing discussions with the OTS and the FDIC,
the Company is still finalizing its unaudited consolidated
financial statements and related disclosures for the quarter
ended September 30, 2010.

                   About United Western Bancorp

Denver, Colorado-based United Western Bancorp, Inc. (NASDAQ: UWBK)
-- http://www.uwbancorp.com/-- is a holding company whose
principal subsidiary, United Western Bank, is a community bank
focused on Colorado's Front Range market and selected mountain
communities.

United Western Bancorp, Inc., and Equi-Mor Holdings, Inc., its
direct subsidiary, entered into a Fifth Forbearance and Amendment
Agreement with JPMorgan Chase Bank, N.A., on October 29, 2010.

The terms of the Fifth Forbearance Agreement provide, among other
things, that (i) JPMorgan agrees to forbear from exercising its
rights and remedies under the Loan Documents on account of the
Fifth Forbearance Disclosed Defaults provided the Company and the
Pledgor satisfy all obligations set forth in the Fifth Forbearance
Agreement from the Effective Date as defined in the Agreement
until the earlier of: (i) the end of business on January 14, 2011;
or (ii) the occurrence of a default, other than the Fifth
Forbearance Disclosed Defaults, under any of the Loan Documents,
the Fifth Forbearance Agreement or any other agreement required to
be entered into by the Fifth Forbearance Agreement.

The forbearance by JPMorgan is conditioned upon, among other
things, the Company entering into an investment agreement with at
least two anchor investors on or before October 31, 2010, with the
investment agreement providing for the investment by the anchor
investors of no less than $91 million and collectively, an
investment of approximately $200 million of new money capital in
the Company.


US AEROSPACE: Delays Filing of Third Quarter Form 10-Q
------------------------------------------------------
U.S. Aerospace Inc. said it could not timely file its quarterly
report on Form 10-Q for the period ended Sept. 30, 2010, with the
Securities and Exchange Commission because it requires additional
time to complete its financial statements.

U.S. Aerospace, Inc. -- http://www.USAerospace.com/-- is a
publicly traded aerospace and defense contractor based in Southern
California.  The Company supplies aircraft assemblies, structural
components and highly-engineered, precision-machined details for
commercial and military aircraft.

The Company's balance sheet at June 30, 2010, showed $5.67 million
in total assets, $14.00 million in total liabilities, and a
$8.31 million stockholders' deficit.


US ANTIMONY: Swings to $85,800 Profit in 2010 Third Quarter
-----------------------------------------------------------
United States Antimony Corporation filed its quarterly report on
Form 10-Q, reporting net income of $85,815 on $1.89 million of
revenues for the three months ended Sept. 30, 2010 compared with
a net loss of $49,718 on $801,601 of revenues for the same period
a year ago.

The Company's balance sheet at Sept. 30, 2010, showed $4.76
million in total assets, $1.14 million in total liabilities, and
stockholders' equity of $3.62 million.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6e64

Thompson Falls, Mont.-based United States Antimony Corporation
produces and sells antimony and zeolite products.

DeCoria, Maichel & Teague, P.S., in Spokane, Wash., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's 2009 results.  The
independent auditors noted that of the Company's negative working
capital and accumulated deficit.


VERTIS HOLDINGS: Returns to Chapter 11 with Prepackaged Plan
------------------------------------------------------------
Vertis Holdings, Inc., and its affiliates, including American
Color Graphics, Inc., on November 17 filed for Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 10-16170), with a
pre-packaged Chapter 11 plan.

The Debtors said the recapitalization will strengthen Vertis'
capital structure by reducing total debt by approximately 60
percent, or $700 million, while substantially lowering interest
costs, extending maturities and increasing liquidity.  This will
provide Vertis with the financial strength necessary to increase
its investment in the business, advancing products and services
and maintaining its position as a leading marketing communications
company.

"Our commitment to our clients, employees and suppliers is a core
value for our Company and a driving force in all that we do," said
Quincy L. Allen, Chief Executive Officer. "Today we have taken a
decisive step that will enable us to expeditiously complete our
recapitalization. We will emerge as an even stronger company with
significant opportunities to grow our relationships with all of
our stakeholders today and in the future."

                       Financing Commitments

Vertis has secured a commitment for a $200 million debtor-in-
possession Revolving Credit Facility from GE Capital.  The DIP
facility will provide Vertis the necessary financing to complete
the confirmation of its Plan of Reorganization within 45 to 60
days and ensure that it is able to uphold its commitments to
clients, employees, and suppliers.  Vertis has already received
commitments for $600 million in financing to be implemented under
the Plan of Reorganization, including a $425 million Term Loan
from Morgan Stanley Senior Funding, Inc. and a $175 million
Revolving Credit Facility from GE Capital.  Vertis has also
received commitments for up to $100 million of new common equity,
pursuant to its previously announced Private Placement and the
associated backstops.

Vertis has filed a series of first day motions to allow the
Company to continue to operate in the ordinary course during the
confirmation process.  Vertis is seeking bankruptcy court approval
to continue the payment of wages, salaries and other employee
benefits, and to uphold all of its commitments under existing
client programs.  Additionally, the Company's Plan of
Reorganization contemplates paying suppliers in full for all
obligations.

A hearing on the First Day Motions is scheduled for November 19,
2010 (10:00 a.m. ET).

                    Prepetition Exchange Offers

Vertis announced on November 2, 2010, that holders of its Senior
Secured Second Lien Notes due 2012 and of its Senior Pay-in-Kind
Notes due 2014 were being offered the opportunity to exchange
their existing debt for equity.  The Company also announced that
it was soliciting acceptances of its proposed pre-packaged Chapter
11 Plan of Reorganization as an alternate path for implementing
the restructuring to ensure that it would be completed on a timely
basis.

However, early voting results as of November 15, 2010, the
deadline by which eligible note holders were required to vote in
order to receive a consent payment, indicated a low likelihood of
reaching the 98% participation levels established in the out-of
court exchange offers.  Vertis thus cancelled the exchange offer
and determined that commencing a voluntary pre-packaged filing
prior to the December 1, 2010, voting deadline was the right path
to complete its recapitalization in the near term.

As of November 17, 2010, the Company has received overwhelming
acceptances of its Plan of Reorganization. Specifically, of those
holders of Second Lien Notes that have voted on the Plan, 98.29%
in aggregate principal amount of the Second Lien Notes have voted
to accept the Plan. Of those holders of Senior PIK Notes that have
voted on the Plan, 99.98% in aggregate principal amount of the
Senior PIK Notes have voted to accept the Plan.

"Our note holders' support for our Plan of Reorganization and the
committed financing we have secured are clear votes of confidence
in the strength of our business and our strategy for the future of
being a leading marketing communications company," Allen
continued. "We are confident our recapitalization will allow us to
both achieve our financial goals and support our mission."

                       Road to Chapter 11

This is not the Debtors' first journey through chapter 11.  On
July 15, 2008, Vertis and certain of its direct and indirect
subsidiaries commenced prepackaged chapter 11 cases in the United
States Bankruptcy Court for the District of Delaware (Bankr. D.
Del. Case No. 08-11460).  In August 2008, Vertis emerged from
bankruptcy after completing a merger with ACG Holdings.

Gerald Sokol, Jr., its Chief Financial Officer, relates, "Vertis'
2008 bankruptcy filing was precipitated by its highly leveraged
capital structure and the maturity of its then-outstanding credit
agreements.  Despite Vertis' successful merger with ACG and the
consummation of the 2008 prepackaged plan, the company emerged
from chapter 11 in late 2008 under the cloud caused by the capital
markets turmoil that culminated in the collapse of Lehman Brothers
on September 15, 2008.  These events undermined the success of the
2008 reorganization plan, resulting in the company still being
highly leveraged."

Beginning in very late 2009 and into the spring of 2010, the
Debtors attempted a comprehensive restructuring of their balance
sheet.  According to Mr. Sokol, "the Debtors [however] have faced
continuing uncertainty about their capital structure since their
emergence from chapter 11 in the fall of 2008, uncertainty that
has been exasperated by the Debtors' multiple, unsuccessful
efforts since the spring of 2010 to consummate exchange offers
relating to their Second Lien Notes and Senior PIK Notes and to
obtain new lending facilities to refinance the Existing
Facilities."

The Debtors now aim to exit Chapter 11 before the first quarter of
next year.

Mr. Sokol said, "It is especially important for the Debtors to put
these matters behind them before the first quarter of 2011.  The
first quarter is a critical period in the printing industry
because it marks the beginning of the selling season and sets the
benchmark for the Debtors' financial results for the year. The
Debtors must be able to demonstrate to their clients, vendors,
suppliers and employees that they have resolved their balance
sheet issues, once and for all, before the first quarter
commences.  If the Debtors have not emerged from bankruptcy, the
competition may try to use this against them, causing a loss in
first quarter sales, which may debilitate the Debtors' prospects
for a successful reorganization."

Mark A. McDermott, Esq., and Kenneth S. Ziman, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, serve as counsel to the Debtors.
Kurtzman Carson Consultants is the claims and notice agent.
Perella Weinberg Partners is the investment banker and financial
advisor.

                    About Vertis Holdings

Vertis -- http://www.thefuturevertis.com/-- is a marketing
communications company that delivers advertising, direct marketing
and interactive solutions to prominent brands across North
America.


VERTIS HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Vertis Holdings, Inc.
        250 West Pratt Street
        Baltimore, MD 21201

Bankruptcy Case No.: 10-16170

Chapter 11 Petition Date: November 17, 2010

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Debtors' Counsel: Mark McDermott, Esq.
                  SKADDEN ARPS SLATE MEAGHER & FLOM, LLP
                  4 Times Square
                  New York, NY 10036
                  Tel: (212) 735-2290
                  Fax: (917) 777-2290
                  E-mail: Mark.McDermott@skadden.com

Debtors'
Investment
Banker and
Fin'l Advisor:    PERELLA WEINBERG PARTNERS


Debtors' Claims
and Notice Agent: KURTZMAN CARSON CONSULTANTS LLC

Estimated Assets: More than $1 billion

Estimated Debts: More than $1 billion

The petition was signed by Gerald Sokol, Jr., chief financial
officer.

Debtor-affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
American Color Graphics, Inc.          10-16169    11/17/10
Vertis, Inc.                           10-16171    11/17/10
ACG Holdings, Inc.                     10-16172    11/17/10
Webcraft, LLC                          10-16173    11/17/10
Webcraft Chemicals, LLC                10-16174    11/17/10

Vertis Holdings' List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
HSBC Bank USA,            13.5% PIK              $262,809,714
National Association      Note Holders
10 East 40th St., 14th Flr
New York, NY 10016

Abitibi Bowater           Trade Debt             $16,997,226
1228 Paysphere Circle
Chicago, IL 60674

Lindenmeyr Munroe         Trade Debt             $5,355,629
3 Manhattanville Road
Purchase, NY 10577-2110

Valassis Direct Mail      Trade Debt             $3,842,082
19975 Victor Parkway
Livonia, MI 48152

Sun Chemical Limited      Trade Debt             $2,594,459
35 Waterview Boulevard
Parsippany, NJ 07054

Newpage Corporation       Trade Debt             $2,219,466
234 Brookchase Lane
Richmond, VA 23229

Empire BCBS Wellpoint     Direct Mail            $2,135,081
9 Metrotech Center        Postage Program
Brooklyn, NY 11201-5431

Flint Ink Corp.           Trade Debt             $1,833,914
305 Ring Road
Elizabethtown,
KY 42701-8747

CBA Industries            Trade Debt             $1,628,991
669 River Drive
Elmwood Park, NJ 07407

Catalyst Paper            Trade Debt             $1,248,392
2101 Fourth Ave.,
Suite 1950
Seattle, WA 98121

Sterling Jewelers         Direct Mail            $1,046,700
375 Ghent Road, Suite 1   Postage Program
Fairlawn, OH 44333-4601

S P Newsprint Co.         Trade Debt             $876,263
80 Field Point Road
Greenwich, CT 06830

Lindenmeyr Central        Trade Debt             $657,370
3 Manhattanville Road
Purchase, NY 10577-2110

Federal Express           Trade Debt             $629,378
4290 Thurman Drive
Conley, GA 30288

Norpac Paper Company      Trade Debt             $606,841
3001 Industrial Way,
P.O. Box 2069
Longview, WA 98632

United Parcel Service     Trade Debt             $569,847
35 Glenlake Parkway NE,
suite 400
Atlanta, GA 30328

Kempf Paper Company       Trade Debt             $526,606
3145 Columbia Ave. NE
Minneapolis, MN 55418

Chicago Tribune           Trade Debt             $486,725
14839 Collections
Center Dr.
Chicago, IL 60693

Newsday                   Trade Debt             $443,892
P.O. Box 3002
Boston, MA 02241-3002

Horizon Paper Company     Trade Debt             $424,735
101 N. Marion Street,
Suite 203
Oak Park, IL 60301


VITRO SAB: Noteholders Commence Bankr. Cases Against Subsidiaries
-----------------------------------------------------------------
Certain members of the Ad Hoc Group of Vitro Noteholders, which is
comprised of holders, or investment advisors to holders, of
approximately $500 million in principal amount of the Senior Notes
due 2012, 2013 and 2017 issued by Vitro S.A.B. de C.V., commenced
on November 18, 2010 involuntary bankruptcy cases under Chapter 11
of the U.S. Bankruptcy Code against fifteen of Vitro's U.S.
subsidiary guarantors.  The Cases are pending before the U.S.
Bankruptcy Court for the Northern District of Texas.

By written guaranties entered into in 2007 and 2008, the U.S.
Subsidiary Debtors are unconditionally liable for all amounts due
by Vitro under the Senior Notes, including the approximate
principal amount of $1.2 billion, plus accrued interest and fees.
This debt was accelerated following its default almost two years
ago.

By commencing these Cases, the members of the Ad Hoc Noteholder
Group are continuing the Group's efforts to maximize recoveries
for all holders of Senior Notes, whether from Vitro or the U.S.
Subsidiary Debtors, and are hopeful that, by invoking the
protections of the U.S. Bankruptcy Code and the oversight of the
U.S. Bankruptcy Court on the ongoing process, any restructuring
will be fair, transparent and administered according to existing
law.

Opposition to the Solicitation

In addition, the Ad Hoc Noteholder Group and its counsel have now
fully reviewed the "Tender Offer, Exchange Offer and Consent
Solicitation" launched by Vitro in connection with its anticipated
prepackaged Concurso plan in Mexico dated November 1, 2010.  The
Ad Hoc Noteholder Group opposes the Solicitation.

The Ad Hoc Noteholder Group believes that Vitro's Solicitation
does not offer adequate consideration to the Noteholders.  Vitro's
plan significantly undervalues the Company, undercounts the amount
and ratable portion of the Noteholders' claims, and
inappropriately redistributes value away from Noteholders to
Vitro's shareholders and insiders.

Vitro claims that Noteholders may miss out on a cash consent fee
unless such holders agree to the Solicitation.  The Ad Hoc
Noteholder Group, however, believes that any payments made to the
Noteholders may be found to be void or voidable when challenged
under applicable Mexican or U.S. law. Furthermore, the DFI Notes
and the Other Debt, whose claims are treated as being pari passu
with the Senior Notes in the Solicitation, either do not share
the same guarantees that the Senior Notes have or may have
inappropriately received guarantees that are subject to avoidance
under applicable Mexican or U.S. law.

The Solicitation is coercive and lacks proper disclosure.  Rather
than negotiate in good faith with its creditors or offer a
reasonable restructuring proposal that would fairly and
conclusively resolve long-standing debt defaults, Vitro instead
launched the Solicitation without support from the Ad Hoc
Noteholder Group or any other non-insider creditor of which we are
aware.

Solicitation Provides Insufficient Disclosure

Vitro launched its Solicitation on November 1, 2010, even though
at that time it had already admitted defects in its disclosure
obligations to the U.S. Securities and Exchange Commission.  As a
result of these defects, on November 5, 2010, the SEC directed
Vitro to withdraw its request to terminate the registration of its
debt and equity securities with the SEC and its reporting
obligations with the SEC, or to file its late Annual Report on
Form 20-F for the year ended December 31, 2009, together with
other materials required to be filed or become current in its
reporting obligations under the Securities Exchange Act of 1934.
A copy of the SEC's November 5, 2010 correspondence to Vitro can
be found on EDGAR.

The Ad Hoc Noteholder Group believes that the information that
Vitro is required to, and so far failed to, file with the SEC is
critical for any Noteholder to make an investment decision
regarding whether to accept the Solicitation and the securities
offered thereunder.  For example, the Annual Report on Form 20-F
should have included updated consolidating financial information
and many material documents identified in Vitro's solicitation
statement which were never filed with the SEC or otherwise made
publicly available -- including the substantive transactions and
agreements with which Vitro seeks to orchestrate the Solicitation
and proposed prepackaged concurso plan.  Indeed, the updated
consolidating financial information should include disclosure
concerning alleged Intercompany Claims, which are vitally
important to Vitro's threat that it will use these claims to vote
to cram down Vitro's plan on non-consenting Noteholders.

At this time, the Ad Hoc Noteholder Group continues to review all
available options and reserves all of its available legal and
contractual rights and remedies against Vitro, its affiliates and
all other persons or entities actively involved in Vitro's ongoing
attempts to avoid paying its legitimate obligations arising under
U.S. debt securities.

The foregoing shall not be construed as tax, legal, business,
financial, accounting or other advice, and Noteholders are
encouraged to consult their own advisors.

The Ad Hoc Noteholder Group can be reached through:

         White & Case LLP
         John Cunningham
         Tel.: (305) 995-5252
         E-mail: jcunningham@whitecase.com
         Richard Kebrdle
         Tel: (305) 995-5276
         E-mail: rkebrdle@whitecase.com

                        About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.


VITRO SAB: US Units' Involuntary Chapter 11 Case Summary
--------------------------------------------------------
Alleged Debtor: Vitro Asset Corp.
                  aka American Asset Holding Corp.
                      Imperial Arts Corp.
                      VK Corp.
                      Oriental Glass, Inc.
                350 N. Saint Paul Street, Suite 2900
                Dallas, TX 75201-4234

Bankruptcy Case No.: 10-47470

Involuntary Chapter 11 Petition Date: November 17, 2010

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

Judge: Russell F. Nelms

Petitioners' Counsel: Jeff P. Prostok, Esq.
                      FORSHEY & PROSTOK, LLP
                      777 Main Street, Suite 1290
                      Ft. Worth, TX 76102
                      Tel: (817) 877-8855
                      E-mail: jpp@forsheyprostok.com

Creditors who signed the involuntary Chapter 11 petition:

    Petitioners                    Nature of Claim    Claim Amount
    -----------                    ---------------    ------------
Knighthead Master Fund, L.P.       Interests           $42,047,250
c/o Knighthead Capital Management, LLC
623 Fifth Avenue, 29th Floor
New York, NY 10022

Lord Abbett Bond-Debenture Fund,   Interests           $20,000,000
Inc.
90 Hudson Street
Jersey City, NJ 07302

Davidson Kempner Distressed        Interests           $11,637,000
Opportunities Fund LP
65 East 55th Street, 19th Floor
New York, NY 10022

Brookville Horizons Fund, L.P      Interests            $2,000,000
2 Greenwich Plaza
Greenwich, CT 06830

Debtor-affiliates also subject to involuntary petitions by the
petitioning creditors:

Case No.         Entity
--------         ------
10-47472-dml11   Vitro Chemicals, Fibers & Mining, LLC
10-47473-dml11   Vitro America, LLC
10-47474-rfn11   Troper Services, Inc.
10-47475-dml11   Super Sky Products, Inc.
10-47476-rfn11   Super Sky International, Inc.
10-47477-dml11   VVP Holdings, LLC
10-47478-rfn11   Amsilco Holdings, Inc.
10-47479-dml11   B.B.O. Holdings, Inc.
10-47480-rfn11   Binswanger Glass Company
10-47481-rfn11   Crisa Corporation
10-47482-dml11   VVP Finance Corporation
10-47483-dml11   VVP Auto Glass, Inc.
10-47484-rfn11   V-MX Holdings, LLC
10-47485-dml11   Vitro Packaging, LLC


VUZIX CORPORATION: Posts $1.2 Million Net Loss in Q3 2010
---------------------------------------------------------
Vuzix Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $1.2 million on $2.7 million of revenue
for the three months ended September 30, 2010, compared with a net
loss of $856,411 on $2.8 million of revenue for the same period
last year.

The Company has an accumulated deficit of $22.1 million as of
September 30, 2010.

The Company's balance sheet at September 30, 2010, showed
$5.4 million in total assets, $9.6 million in total liabilities,
and a stockholders' deficit of $4.2 million.

EFP Rotenberg, LLP, in Rochester, New York, expressed substantial
doubt about the Company's ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted that the Company has incurred substantial losses from
operations in recent years.  "In addition, the Company is
dependent on its various debt and compensation agreements to fund
its working capital needs.  And while there are no financial
covenants with which the Company must comply with, these debts are
past due in some cases."

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

               http://researcharchives.com/t/s?6ed0

Rochester, New York-based Vuzix Corporation (TSX-V: VZX)
OTC BB: VUZI) -- http://www.vuzix.com/-- is a supplier of Video
Eyewear products in the defense, consumer and media &
entertainment markets.


VYTERIS INC: Posts $5.84 Million Net Loss in September 30 Quarter
-----------------------------------------------------------------
Vyteris Inc. filed its quarterly report on Form 10-Q, reporting a
net loss of $5.84 million on $3,956 of total revenues for the
three months ended Sept. 30, 2010, compared with net income of
$999,950 on $674,394 of total revenues for the same period a year
earlier

The Company's balance sheet at Sept. 30, 2010, showed
$3.62 million in total assets, $19.12 million in total
liabilities, and a stockholders' deficit of $15.49 million.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6ee6

                        About Vyteris, Inc.

Based in Fair Lawn, New Jersey, Vyteris, Inc. (formerly Vyteris
Holdings (Nevada), Inc., has developed and produced the first FDA-
approved electronically controlled transdermal drug delivery
system that transports drugs through the skin comfortably, without
needles.  This platform technology can be used to administer a
wide variety of therapeutics either directly into the skin or into
the bloodstream.  The Company holds approximately 50 U.S. and 70
foreign patents relating to the delivery of drugs across the skin
using an electronically controlled "smart patch" device with
electric current.

According to the Company's 2009 annual report on Form 10-K, Amper,
Politziner & Mattia, LLP, in Edison, N.J., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
recurring losses and is dependent upon obtaining sufficient
additional financing to fund operations and has not been able to
meet all of its obligations as they become due.


WASHEX INC: Cincinnati Industrial to Auction Assets Next Month
--------------------------------------------------------------
Bruce Beggs, editor at American Laundry News, reports that the
assets of Washex Inc. will be sold at an auction in December.

Cincinnati Industrial Auctioneers will hold the sale on Dec. 15 &
16, 2010, at the Company's former headquarters at 5000 Central
Freeway in Wichita Falls, Texas.  Public inspection is on Dec. 14,
2010.

According to CIA, Washex Product Line for Commercial Laundry
washing machines will be up for sale on Dec. 15, 2010, and large
quantity special machines & fixtures for manufacturing washer
drums & components will be sold the next day.

Interested buyers who can't attend can bid online.

Washex, Inc., based in Wichita Falls, Texas, filed for Chapter 11
bankruptcy protection (Bankr. D. Conn. Case No. 10-30156) on
January 21, 2010.  Dean W. Baker, Esq., at Bohonnon Law Firm in
New Haven, Connecticut, serves as bankruptcy counsel.  Washex
estimated $1 million to $10 million in assets and debts.


WENTWORTH ENERGY: Delays Filing of Third Quarter Form 10-Q
----------------------------------------------------------
Wentworth Energy Inc. said it could not timely file its quarterly
report on Form 10-Q for the period ended Sept. 30, 2010, with the
Securities and Exchange Commission because the Company is in the
process of preparing and reviewing the financial and other
information.

Wentworth Energy, Inc., is an exploration and production company
engaged in oil and gas exploration, drilling and development.  The
Company has oil and gas interests in Anderson County, Freestone
County, and Jones County, Texas.

As of June 30, 2010, the Company had a $19,987,121 in total
assets; $69,663,203 in total liabilities, and a $49,646,082
stockholder's deficit.


WISE METALS: Gives BNY Mellon Notice to Redeem Notes
----------------------------------------------------
On November 15, 2010, Wise Metals Group, LLC and Wise Alloys
Finance Corporation gave irrevocable notice to The Bank of New
York Mellon, as Trustee under the Indenture dated as of May 5,
2004, by and among the Company, the Guarantors party thereto and
the Bank of New York Mellon, to redeem all outstanding Notes
effective December 15, 2010 at a redemption price of 100.000% of
the principal amount of the outstanding Notes together with
accrued and unpaid interest.

It is expected that funds sufficient to pay these amounts will
become available to the Trustee on November 16, 2010.  At such
time the Trustee will also pay the interest installment due on
November 15, 2010.

                         About Wise Metals

Based in Baltimore, Md., Wise Metals Group LLC includes Wise
Alloys, the world's third-leading producer of aluminum can stock
for the beverage and food industries; Wise Recycling, one of the
largest, direct-from-the-public collectors of aluminum beverage
containers in the United States; Listerhill Total Maintenance
Center, specializing in providing maintenance, repairs and
fabrication to manufacturing and industrial plants worldwide;
Alabama Electric Motor Service specializing in electric motor and
pump service, repair and replacement; and Alabama Spares And Parts
providing on-site spare part inventory management and procurement
services.

The Company's balance sheet at June 30, 2010, revealed
$534.25 million in total assets, $658.57 million in total current
liabilities, $171.04 million in total non-current liabilities, and
a $392.27 million members' deficit.


WOODLAND PINES: Discloses Largest Unsecured Creditor
----------------------------------------------------
Woodland Pines, L.L.C., has filed with the U.S. Bankruptcy Court
for the District of Arizona its largest unsecured creditor:

   Entity                                             Claim Amount
   ------                                             ------------
Spitzer Family Limited Partnership
5595 E. Fifth Street
Tucson, AZ 85711                                       $1,043,745

Tucson, Arizona-based Woodland Pines, LLC, filed for Chapter 11
bankruptcy protection on November 9, 2010 (Bankr. D. Ariz. Case
No. 10-36218).  Scott D. Gibson, Esq., at Gibson, Nakamura &
Green, PLLC, assists the Debtor in its restructuring effort.
The Debtor estimated its assets and debts at $1 million to
$100 million.


WOODLAND PINES: Section 341(a) Meeting Scheduled for Dec. 16
------------------------------------------------------------
The U.S. Trustee for Region 14 will convene a meeting of Woodland
Pines, LLC's creditors on December 16, 2010, at 11:00 a.m.  The
meeting will be held at the U.S. Trustee Meeting Room, James A.
Walsh Court, 38 S Scott Avenue, St 140, Tucson, Arizona.

This is the first meeting of creditors required under Section
341(a) of the U.S. 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.

Tucson, Arizona-based Woodland Pines, LLC, filed for Chapter 11
bankruptcy protection on November 9, 2010 (Bankr. D. Ariz. Case
No. 10-36218).  Scott D. Gibson, Esq., at Gibson, Nakamura &
Green, PLLC, assists the Debtor in its restructuring effort.
The Debtor estimated its assets and debts at $1 million to
$100 million.


WORKFLOW MANAGEMENT: Committee Taps Protiviti as Financial Advisor
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in Workflow
Management, Inc. et al.'s bankruptcy case asks for authorization
from the U.S. Bankruptcy Court for the Eastern District of
Virginia to employ Protiviti, Inc., as its financial advisor
effective as of October 14, 2010.

Protiviti will, among other things:

     a. assist the Committee in the review of the Debtors'
        business plan and associated restructuring initiatives and
        advise the Committee regarding the Debtors' business
        plans, cash flow forecasts, use of cash collateral,
        financial projections, cash flow reporting, claims, and
        plan alternatives;

     b. advise the Committee with respect to available capital
        restructuring relating to the any proposed plan of
        reorganization, including providing options regarding
        potential courses of action and assisting with the design,
        structuring and negotiation of alternative restructuring
        and transaction structures;

     c. assist the Committee in identifying and valuing
        undisclosed assets, if any ,and consult with the Debtors
        and their advisors on the progress of asset sales,
        locations, identification, and value; and

     d. prepare periodic reports and updates to the Committee to
        facilitate informed decisions regarding the status of the
        Debtors' postpetition operating performance and various
        other issues as requested by the Committee.

Protiviti will be paid based on the rates of its professionals:

        Managing Director                 $500-$560
        Director/Associate Director       $330-$440
        Senior Manager/Manager            $270-$340
        Senior Consultant/Consultant      $200-$260
        Administrative                       $90

Guy Davis, Protiviti's managing director, assures the Court that
the firm is a "disinterested person" as that term defined in
Section 101(14) of the Bankruptcy Code.

Headquartered in Dayton, Ohio Workflow Management, Inc., fka
Workflow Graphics, Inc. -- http://www.workflowone.com/-- offers
commercial printing services, including print buying and document
management capabilities, through three divisions: WorkflowOne,
Freedom Graphics Services, and United Envelope.  It also
distributes office products and promotional items through an
online ordering system.  Its customers include both small and
large companies throughout North America in such sectors as
financial services, health care, retail, and government.

Workflow Management Inc., and its affiliates, filed for Chapter 11
bankruptcy protection on September 29, 2010 (Bankr. E.D. Va. Lead
Case No. 10-74617).  Cullen A. Drescher, Esq., Daniel F. Blanks,
Esq., Douglas M. Foley, Esq., and Patrick L. Hayden, Esq., at
McGuireWoods LLP; Sarah Beckett Boehm, Esq., at McGuireWoods LLP;
and Rosa J. Evergreen, Esq., at Arnold & Porter LLP, assist the
Debtors in their restructuring effort.  Arnold & Porter LLP is the
Debtors' special counsel.  Kaufman & Canoles, P.C., is the
Debtors' corporate counsel.  FTI Consulting is the Debtors'
financial advisor.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.

Workflow Management estimated its assets and debts at $100 million
to $500 million as of the Petition Date.


YRC WORLDWIDE: Posts $61.74-Mil. Net Loss in Third Quarter
----------------------------------------------------------
YRC Worldwide Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $61.74 million on $1.13 billion of
operating revenue for the three months ended Sept. 30, 2010,
compared with a net loss of $158.74 million on $1.20 billion of
operating revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed $2.67
billion in total assets; $1.07 billion in total liabilities,
$850.05 million in long-term debt, $149.71 million in deferred
income taxes, $352.22 million in pension and postretirement,
$362.78 million in claims and other liabilities; and a
stockholders' deficit of $121.656 million.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6e34

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that through
wholly owned operating subsidiaries offers its customers a wide
range of transportation services.  These services include global,
national and regional transportation as well as logistics.

                          *     *     *

As reported in the Troubled Company Reporter on March 18, 2010,
KPMG LLP, in Kansas City, Missouri, expressed substantial doubt
about YRC Worldwide's ability to continue as a going concern in
its report on the Company's consolidated financial statements as
of and for the year ended December 31, 2009.  The independent
auditors noted that the Company has experienced significant
declines in operations, cash flows, and liquidity.


* McDonald Hopkins Law Firm Continues to Expand
-----------------------------------------------
Edward G. Quinlisk has joined the Chicago office of McDonald
Hopkins LLC, a business advisory and advocacy law firm. Quinlisk
is experienced in the areas of mergers and acquisitions,
securities, private equity, and corporate counseling.  Before
joining the Business Department at McDonald Hopkins, Quinlisk was
a partner with the Jenner & Block law firm.

In the securities area, Quinlisk has worked on a variety of
transactions, such as private placements, public stock offerings,
registered split-offs, shelf registrations, Rule 144A placements,
tender offers and going-private transactions.  He is the co-author
of the "Corporate Communications" chapter of the Illinois
Institute for Continuing Legal Education publication, "Securities
Law."  Quinlisk's corporate experience also includes representing
companies in complex business transactions, advising clients
concerning private equity investments, corporate and securities
matters, and corporate governance issues.

"We are delighted to have Ed Quinlisk join our Chicago office
where he will provide valuable business insights to our national
client base," said Richard N. Kessler, managing member of the
McDonald Hopkins Chicago office, which relocated to the 300 North
LaSalle building earlier this year to accommodate the firm's
continuing growth.

Quinlisk received his J.D. from DePaul University College of Law,
Order of the Coif and with honors, in 1999.  He also has an LL.M.
in taxation from New York University School of Law and a Bachelor
of Science degree, magna cum laude, from Roosevelt University.

                 About McDonald Hopkins

McDonald Hopkins is a business advisory and advocacy law firm
focused on business law, litigation, business restructuring and
bankruptcy, intellectual property, healthcare, and estate
planning. The firm has offices in Chicago, Cleveland, Columbus,
Detroit, and West Palm Beach.  The president of McDonald Hopkins
is Carl J. Grassi.


* BOOK REVIEW: Vertical Integration, Outsourcing, and Corporate
               Strategy
---------------------------------------------------------------
Author: Kathryn Rudie Harrigan
Publisher: Beard Books
Softcover: 390 pages
List Price: $34.95
Review by Henry Berry

The original title of Vertical Integration, Outsourcing, and
Corporate Strategy, first published in 1983, was Strategies for
Vertical Integration.  The updated title reflects the topic of
outsourcing that was discussed in the original material.  By the
early 1980s, when the book first appeared, the "old image of
vertical integration [was] outmoded," says the author.  The old
image saw vertical integration as "operations that are 100 percent
owned and physically interconnected and that supply 100 percent of
the firm's needs."  But this image of vertical integration rarely
fulfilled the expectations of a generation of business leaders.
Vertical integration was not only undesirable, it also could be
deceptive and shortsighted.  Vertical integration made many
companies too narrowly focused, complex, and inflexible and
burdensome to operate.  These are especially undesirable traits
in today's economy, which is characterized by market-share
fluctuations, lower start-up costs, fickle consumers, competition
from foreign corporations, the enhanced role of advertising and
marketing, and rapid technological developments affecting
corporate communication and distribution.

While vertical integration has become a much more risky aim in
today's diversified, decentralized economy, it nonetheless
continues to embody classic favorable business principles and
undisputed competitive advantages.  "The principle benefits of
vertical integration are economies of integration and cost
reduction made possible by improved coordination of activities,"
says the author.  But as Ms. Harrigan soon discovered from her
research, "firms sometimes undertake a more costly degree of
integration than may be required to cut costs."

Ms. Harrigan's text provides case studies of how companies
have implemented strategies for vertical integration.  These
strategies, which have ranged from the successful to the
unfortunate, cover sixteen business sectors, including petroleum
refining, pharmaceuticals, genetic engineering, personal
microcomputers, and the tailored-suits field of the clothing
industry.  The author looks at nearly two hundred companies
within these industries for guidance and lessons they offer.

In today's global economy, monopolies are discouraged by
government policies.  Thus, there are many more players, single
sources of raw materials can be unreliable, and corporations are
finding that it is more important to be responsive to changing
markets than to have a permanent identity or unvarying products.
As a corporate strategy, vertical integration can be successful if
implemented properly.  There is no monolithic model for vertical
integration; there is a large universe of possibilities with
respect to breadth, depth, and form.  With its expert analyses,
Ms. Harrigan's book is invaluable for high-stakes corporate
decision-makers who will sooner or later be faced with the
question of whether vertical integration is an appropriate
corporate strategy.

Kathryn Rudie Harrigan has received fellowships and other honors
and recognition for her business leadership, membership on boards
of directors, and scholarly work in the field of business.  She
has written several other books and numerous articles.



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

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

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***