TCR_Public/101122.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, November 22, 2010, Vol. 14, No. 324

                            Headlines

52 ENTERPRISES: Voluntary Chapter 11 Case Summary
A & K INVESTMENTS: Case Summary & 3 Largest Unsecured Creditors
ABITIBIBOWATER INC: One Short of Resolving Plan Objections
ABITIBIBOWATER INC: Finalizes Canadian Pension Agreements
ADANAC MOLYBDENUM: B.C. Court Sanctions Plan of Compromise

AGY HOLDING: Incurs $6.7 Million Net Loss in September 30 Quarter
AIRESURF NETWORKS: Ontario Court Approves Bankruptcy Proposal
ALLEGIANCE BANK: Closed; VIST Bank Assumes All Deposits
ALTRA INDUSTRIAL: S&P Keeps 'B+' Corporate; Outlook Now 'Positive'
AMARU INC: Posts $112,400 Net Loss in September 30 Quarter

AMERICAN MEDIA: Proposes to Assume Restructuring Support Agreement
AMERICAN MEDIA: Proposes to Enter Into New Financing Deals
AMERICAN MEDIA: Seeks Nod to Use JPM & Deutsche Cash Collateral
AMERICAN MEDIA: S&P Downgrades Rating on Senior Loan to 'D'
AMERICAN PACIFIC: Plan Promises Cash Payments to Unsecureds

AMERICAN PACIFIC: Proposes $75,000 Unsec. Revolver from APMC
AMERICAN PATRIOT: Incurs $59,000 Net Loss in Third Quarter
AMERICAN POST: Posts $532,400 Net Loss in September 30 Quarter
AMERICA WEST: Delays Form 10-Q for Third Quarter
AMERICAN INT'L: Selling Rail-Car Subsidiary to Pay Gov't Loan

ANGEL ACQUISITION: Delays Filing of 3rd Qtr. Report with SEC
ANPATH GROUP: Posts $507,300 Net Loss for September 30 Quarter
ARROW AIR: Compromise Plan Set for Dec. 16 Confirmation
ARYX THERAPEUTICS: Incurs $2.5 Million Net Loss in Sept. 30 Qtr.
AURASOUND INC: Hikes Q3 Sales to $13MM; Form 10-Q Delayed

BABY FOX: Has $263,400 Net Income in Third Quarter
BALQON CORPORATION: Posts $3 Million Net Loss in Q3 2010
BE AEROSPACE: S&P Assigns Rating to $750 Mil. Senior Loan
BIOLIFE SOLUTIONS: Posts $436,700 Net Loss in Sept. 30 Quarter
BLACK RAVEN: Delays Filing of Third Quarter Report with SEC

BLAST ENERGY: Posts $231,800 Net Loss in September 30 Quarter
BLOCKBUSTER INC: Wins Nod for Rothschild as Financial Advisor
BLOCKBUSTER INC: Wins Nod for Deloitte as Tax Advisor
BLOCKBUSTER INC: Committee Proposes FTI as Advisor
BLOCKBUSTER INC: Chapter 11 Filing Stays Class Suits, Appeals

BLOCKBUSTER INC: To Hire 4,000 Employees to Meet Holiday Needs
BNA SUBSIDIARIES: Proofs of Claim Must Be Filed By Dec. 13
BRIGHTSTAR INC: S&P Assigns 'BB-' Corporate Credit Rating
CABLEVISION SYSTEMS: Rainbow Spin-Off Won't Affect Moody's Rating
CANO PETROLEUM: Posts $4.56 Million Net Loss for Sept. 30 Quarter

CARA OPERATIONS: S&P Assigns 'BB-' Corporate Credit Rating
CASEY SULLIVAN: Case Summary & 20 Largest Unsecured Creditors
CB HOLDING: DIP Financing, Cash Collateral Use Gets Interim Okay
CB HOLDING: Gets OK to Hire Garden City as Notice & Claims Agent
CHINA LOGISTICS: Earns $1.7 Million in September 30 Quarter

CHINA TEL: Posts $1.9 Million Net Loss in September 30 Quarter
CLAIRE'S STORES: Bank Debt Trades at 12% Off in Secondary Market
CLEAR CHANNEL: Bank Debt Trades at 20% Off in Secondary Market
COMPLIANCE SYSTEMS: Posts $486,000 Net Loss in Sept. 30 Quarter
CONCENTRA INC: Moody's Gives Stable Outlook, Affirms 'B2' Rating

CONFORCE INT'L: Posts $114,158 Net Loss in Sept. 30 Quarter
CONQUEST PETROLEUM: Incurs $2.3 Million Net Loss in Sept. 30 Qtr.
CONSOLIDATED CAPITAL: Posts $132,000 Net Loss in Sept. 30 Quarter
CORPORATE WOODS: Case Summary & 27 Largest Unsecured Creditors
CREDIT-BASED ASSET: Schedules $23MM in Assets; $2.16BB in Debt

CRYSTALLEX INT'L: Incurs $85,650 Net Loss in Sept. 30 Quarter
CYTOMEDIX INC.: To Appeal Delisting Determination by NYSE Amex
DAIS ANALYTIC: Posts $555,700 Net Loss in September 30 Quarter
DAVID CALVIN: Voluntary Chapter 11 Case Summary
DEEP DOWN: Delays Filing of Quarterly Report on Form 10-Q

DESERT CAPITAL: Posts $25.5 Million Net Loss in Q3 2010
DEX MEDIA WEST: Bank Debt Trades at 8% Off in Secondary Market
DIVERSEY INC: Fitch Affirms Issuer Default Rating at 'B-'
DUTCH GOLD: Posts $988,700 Net Loss in September 30 Quarter
EAGLE INDUSTRIES: Owes $14.7 Million to Creditors

EARTH SEARCH: Delays Form 10-Q for Fiscal Second Quarter
EAU TECHNOLOGIES: Posts $470,800 Net Loss in September 30 Quarter
ELEFTHERIOS EFSTRATIS: Voluntary Chapter 11 Case Summary
ENCORIUM GROUP: Delays Filing of Form 10-Q for Third Quarter
ENVIRONMENTAL INFRASTRUTURE: Delays Filing of Q3 Form 10-Q

ESCOM LLC: Clover Acquires Sex.com for $13 Million
EXCELLENCY INVESTMENT: Delays Third Quarter Form 10-Q
FIRST BANKING CENTER: Closed; First Michigan Bank Assumes Deposits
FIRST DATA: Launches Exchange Bid to Move Debt Maturity to 2021
FIRST FEDERAL: Bank Woes Delay Third Qtr. Form 10-Q

FONAR CORP: Delays Form 10-Q for Third Quarter
FORUM HEALTH: Administrative Claims Must Be Filed By Dec. 22
FREDERICK BERG: Indicted on 12 Counts of Fraud & Money Laundering
FREESCALE SEMICON: Bank Debt Trades at 6% Off in Secondary Market
FRONTPOINT PARTNERS: To Close Fund Amid Insider Trading Scandal

FX LUXURY: Plan Expected to Be Effective by November 30
GELTECH SOLUTIONS: Incurs $997,100 Net Loss in Sept. 30 Quarter
GUIDED THERAPEUTICS: Posts $635,000 Net Loss in Q3 2010
GUITAR CENTER: Bank Debt Trades at 9% Off in Secondary Market
GULF STATE COMMUNITY: Closed; Centennial Bank Assumes Deposits

HAL CHAN: Voluntary Chapter 11 Case Summary
HAMTRAMCK, MI: Mich. Treasury Says Bankruptcy 'Not An Option'
HARRAH'S ENTERTAINMENT: HOC Bank Debt Trades at 103.43%
HARRAH'S ENTERTAINMENT: Cancels IPO of 31.25 Million Shares
HARRISBURG PA: Gets Closer to Decision on State Oversight Entry

HAMPTON ROADS: Launches $40 Million Stock Rights Offering
HAMPTON ROADS: Gets NASDAQ Noncompliance Notice for Bid Price
HAWKER BEECHCRAFT: Bank Debt Trades at 15% Off in Secondary Market
HERBST GAMING: Bank Debt Trades at 43% Off in Secondary Market
HERCULES OFFSHORE: Bank Debt Trades at 8% Off in Secondary Market

HI-FIVE ENTERPRISES: Siena Hotel and Casino Sold for $3.9-Mil.
HOMELAND SECURITY: Posts $261,600 Profit in Third Quarter
HORIZON BANCORP: Delays Form 10-Q as Bank Unit Seized September
IH 1 INC: Sun Indalex's Bid to Reconsider Huron Fees Denied
INDEPENDENCE TAX II: Earns $982,100 in September 30 Quarter

INDEPENDENCE TAX III: Posts $500,200 Net Loss in Sept. 30 Quarter
INDEPENDENCE TAX IV: Sept. 30 Balance Sheet Upside-Down by $13.8MM
INTERFACE INC: Moody's Assigns 'B2' Rating to $275 Mil. Notes
INTERFACE INC: S&P Assigns 'B+' Rating to $275 Mil. Notes
INTERMETRO COMMUNICATIONS: Earns $750,000 in September 30 Quarter

IRVING TANNING: Files for Chapter 11 in Maine
IRVING TANNING: Case Summary & 20 Largest Unsecured Creditors
JASON GARNER: Case Summary & 15 Largest Unsecured Creditors
K-V PHARMACEUTICAL: Inks Agreement for $60 Million Secured Loan
K-V PHARMA: Won't Seek Stockholder OK for Issuance of 2nd Warrant

KENTUCKIANA MEDICAL: Files Schedules of Assets and Liabilities
KENTUCKY ENERGY: Delays Filing of Quarterly Report on Form 10-Q
LAS VEGAS SANDS: Bank Debt Trades at 6% Off in Secondary Market
LAS VEGAS SANDS: Bank Debt Trades at 5% Off in Secondary Market
LAS VEGAS SANDS: Moody's Upgrades Corporate Family Rating to 'B1'

LEHMAN BROTHERS: Files Memorandum on European Medium Term Notes
LEHMAN BROTHERS: Unable to Provide Information in Form 13-F
LEXICON UNITED: Delays Filing of 3rd Qtr. Report on Form 10-Q
LI-ON MOTORS: July 31 Balance Sheet Upside-Down by $5.9 Million
LIFECARE HOLDINGS: S&P Cuts Corporate Credit Rating to 'CCC-'

LIMITED BRAND: Special Dividend Won't Affect Moody's 'Ba2' Rating
LOCAL INSIGHT: Section 341(a) Meeting Scheduled for Dec. 29
LOCAL INSIGHT: Taps Kurtzman Carson as Notice & Claims Agent
MAJESTIC STAR: Proofs of Claim Must Be Filed By Jan. 4
MARSHALL EDWARDS: Receives NASDAQ Notice of Non-Compliance

MEDICAL SPA: Case Summary & 20 Largest Unsecured Creditors
MEDIMEDIA USA: S&P Gives Negative Outlook, Affirms 'B' Rating
MESA AIR: Wins Conditional Approval For Ch. 11 Exit Plan
METRO-GOLDWYN-MAYER: Bank Debt Trades at 54% Off
MICHAEL WEST: Case Summary & 20 Largest Unsecured Creditors

MOLECULAR INSIGHT: Gets Dec. 2 Extension of Waiver Deal
NEIMAN MARCUS: Moody's Assigns 'B2' Rating to $1.07 Bil. Loan
NR GROUP: Dist. Ct. Says Rejected Lease Wasn't Terminated
OCEANIA CRUISES: Loan Amendment Won't Affect S&P's 'CCC+' Rating
OREGON COACHWAYS: Case Summary & 20 Largest Unsecured Creditors

OTC HOLDINGS: Court Sets December 13 General Claims Bar Date
PCS EDVENTURES: Posts $755,590 Net Loss in Sept. 30 Quarter
PEP BOYS-MANNY: S&P Upgrades Rating to 'B' on Improved Metrics
PHILLIP MCALLISTER, JR.: Case Summary & Creditors List
PHOENIX DIVERSIFIED: Professional Malpractice Lawsuit Continues

PLATINUM ENERGY: Swings to $3.92 Million Net Loss in Q3 2010
POLI-GOLD LLC: Voluntary Chapter 11 Case Summary
PRIUM MEEKER: Plan Outline Hearing Scheduled for November 23
QUICK-MED TECH: Posts $442,400 Net Loss in Third Quarter
RADIO ONE: Closes Exchange Offer for 2011 and 2013 Sub Notes

RAFAELLA APPAREL: Incurs $638,000 Net Loss in Qtr Ended Sept. 30
RAINBOW MEDIA: S&P Puts 'BB' Rating on CreditWatch Negative
RAJPAL BHULLAR: Case Summary & 20 Largest Unsecured Creditors
RANCHER ENERGY: Posts $2.0 Million Net Loss in Sept. 30 Quarter
RAPTOR NETWORKS: Earns $2.1 Million in September 30 Quarter

REALOGY CORP: Bank Debt Trades at 7% Off in Secondary Market
REGIONS FINANCIAL: Fitch Cuts Preferred Stock Rating to 'BB'
RHI ENTERTAINMENT: Posts $26.26 Million Net Loss in Q3 2010
RIVIERA HOLDINGS: Court Enters Plan Confirmation Order
ROBERT MIELL: Court Denies Discharge for False Oath

SANSWIRE CORP: Posts $2.9 Million Net Loss in September 30 Quarter
SEALED AIR: S&P Gives Positive Outlook, Affirms 'BB+' Rating
SHADY ACRES: Can Access Milk Proceeds Until February 15
SHADY ACRES: Files Schedules of Assets and Liabilities
SHADY ACRES: Court OKs Klein DeNatale as Bankruptcy Counsel

SKINNY NUTRITIONAL: Posts $2.2 Million Net Loss in Q3 2010
SOFTLAYER HOLDINGS: S&P Assigns 'B+' Corporate Credit Rating
SOMERSET PROPERTIES: Section 341(a) Meeting Scheduled for Dec. 15
SOMERSET PROPERTIES: Taps Janvier Law as Bankruptcy Counsel
SOMERSET PROPERTIES: Wants to Use Cash Collateral; Lenders Object

SONJA TREMONT-MORGAN: Voluntary Chapter 11 Case Summary
SPEED4U LP: Has $2.1 Mil. Offer for Racetrack Operation
STANT CORP: Plan Confirmation Hearing Scheduled for December 1
STEPHEN SHOWN: Case Summary & 20 Largest Unsecured Creditors
SUPERIOR BOAT: Dissolution Under Chapter 11 Is Appropriate

TAJ GRAPHICS: Court Dismisses Suit v. LWD Creditors Panel
TAJ GRAPHICS: Motion to Dismiss Case Must Be Filed Separately
TAYLOR BEAN: Seeks Court OK on Liquidation Plan Vote
TEGAL CORPORATION: Earns $134,000 in September 30 Quarter
TELKONET INC: Posts $2.2 Million Net Loss in September 30 Quarter

TERRESTAR CORP: Elektrobit Initiates Legal Proceedings
TERRESTAR NETWORKS: Gets Court's Nod for Echostar $75-Mil. Loan
TERRESTAR NETWORKS: Deloitte Submits First Monitor's Report
TERRESTAR NETWORKS: Harbinger Has 34.90% Equity Stake
TERRESTAR NETWORKS: 0887729 B.C., Affiliates File Schedules

TERRESTAR NETWORKS: Court Sets December 11 Claims Bar Date
TGC MANAGEMENT: Case Summary & 9 Largest Unsecured Creditors
THOMAS MARTIN: Case Summary & 11 Largest Unsecured Creditors
THOMAS MAY: Case Summary & 18 Largest Unsecured Creditors
TRANS ENERGY: Earns $23 Million for September 30 Quarter

TRANSWEST RESORT: Enters Bankruptcy Protection
TRANSWEST RESORT: Case Summary & Largest Unsecured Creditor
TRIAD GUARANTY: Earns $54 Million in September 30 Quarter
TRIBUNE CO: Bank Debt Trades at 36% Off in Secondary Market
TRICO MARINE: Wants to Sell Towing and Supply Operating Assets

TRICO MARINE: Norway's DOF ASA Looking at Part of Business
UNIVERSAL HEALTH: PSI Deal Cues Moody's Rating Cut to 'Ba2'
VALEANT PHARMACEUTICALS: Moody's Puts B1 Rating on $700 Mil. Notes
VALEANT PHARMACEUTICALS: S&P Assigns 'BB-' Rating to Senior Notes
VERTIS HOLDINGS: Files Equity & Backstop Commitment Agreements

VERTIS HOLDINGS: Wants DIP Financing & Cash Collateral Use
VERTIS HOLDINGS: Receives Approval for First Day Motions
WALTER ENERGY: S&P Puts 'BB-' Rating on CreditWatch Developing
WARNER MUSIC: S&P Downgrades Corporate Credit Rating to 'B+'
WESCO INTERNATIONAL: TVC Deal Won't Affect Moody's 'Ba3' Rating

WOLVERINE TUBE: Aircon Business Sale Hearing Set for Dec. 21
WOLVERINE TUBE: Plan Promises to Fully Pay Unsecured Creditors
WORKFLOW MANAGEMENT: Can Access Cash Collateral Until December 1
WORKFLOW MANAGEMENT: Objections to Plan Outline Due December 8
WORLD BLACKBELT: Files for Bankruptcy in California

* Bank Failures This Year Now 149 as Three More Shuttered
* S&P's Global Corp Default Tally Unchanged at 74 YTD 2010

* Municipal Financial Woes Spread to Michigan and Pennsylvania

* BOND PRICING -- For Week From Nov. 15 - 19, 2010

                            *********

52 ENTERPRISES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: 52 Enterprises Inc.
        470 Ralston Avenue
        Belmont, CA 94002

Bankruptcy Case No.: 10-34550

Chapter 11 Petition Date: November 17, 2010

Court: U.S. Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Dennis Montali

Debtor's Counsel: Curtis Smolar, Esq.
                  ROPERS MAJESKI KOHN AND BENTLEY
                  201 Spear Street, #1000
                  San Francisco, CA 94105
                  Tel: (415)972-6308
                  E-mail: csmolar@rmkb.com

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

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 Hal Chan, president.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Hal and Sarunya Chan                  10-34551            11/17/10


A & K INVESTMENTS: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: A & K Investments, Co.
        7616 Apple Tree Circle
        Orlando, FL 32819

Bankruptcy Case No.: 10-20625

Chapter 11 Petition Date: November 17, 2010

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

Debtor's Counsel: Brian Michael Mark, Esq.
                  BRIAN MICHAEL MARK PA
                  100 Church Street
                  Kissimmee, FL 34741
                  Tel: (407) 932-3933
                  Fax: (407) 932-3965
                  E-mail: bmark@marklawfirm.com

Estimated Assets: $0 to $50,000

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

A list of the Company's three largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flmb10-20625.pdf

The petition was signed by Kamal Chadeesingh, president.


ABITIBIBOWATER INC: One Short of Resolving Plan Objections
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AbitibiBowater Inc. reported to the bankruptcy judge
in a telephone conference November 18 that all except one
objection to confirmation plan have been resolved.  The Company
has reached an interim settlement with Aurelius Capital Management
LP and Contrari1an Capital Management LLC.

                      Chapter 11 Proceedings

In their creditor protection proceedings in the U.S. and Canada,
AbitibiBowater and its units have filed plans of reorganization,
which provide for these terms:

   -- each of the Debtors' operations will continue in
      substantially their current form;

   -- all amounts outstanding under the $206 million Bowater DIP
      Agreement will be paid in full in cash and the facility will
      be terminated;

   -- all outstanding receivable interests sold under the Abitibi
      and Donohue Corp. accounts receivable securitization program
      will be repurchased in cash for a price equal to the par
      amount thereof and the program will be terminated;

   -- all amounts outstanding under the Bowater prepetition
      secured bank credit facilities, which consist of separate
      credit agreements entered into by Bowater and Bowater
      Canadian Forest Products Inc., an indirect, wholly-owned
      subsidiary of Bowater, will be paid in full in cash,
      including accrued interest;

   -- the outstanding balance of the ACCC pre-petition senior
      secured term loan will be paid in full in cash, including
      accrued interest;

   -- the outstanding balance of the ACCC pre-petition 13.75%
      senior secured notes due 2011 will be paid in full in cash,
      including accrued interest;

   -- the outstanding pre-petition Bowater floating rate
      industrial revenue bonds due 2029 will be paid in full in
      cash, including accrued interest;

   -- certain holders of allowed claims arising from the Debtors'
      prepetition unsecured indebtedness will receive their pro
      rata share of the new common stock to be issued by us, as
      reorganized, upon emergence from the Creditor Protection
      Proceedings;

   -- the Debtors' obligations to fund the prior service costs
      related to their pension and other postretirement benefit
      plans will be reinstated, subject to the resolution of
      funding relief;

   -- holders of pre-petition unsecured indebtedness with
      individual claim amounts of $5,000 or less (or reduced to
      such amount) may be paid in cash in an amount equal to 50%
      of their claim amount, but under certain circumstances,
      these claim holders may be treated instead like all other
      holders of claims arising from pre-petition unsecured
      indebtedness;

   -- all equity interests in the Company existing immediately
      prior to the emergence date will be discharged, canceled,
      released and extinguished;

   -- after the reorganization upon consummation of the Plans of
      Reorganization, Abitibi will assume the obligations in
      respect of the $850 million of 10.25% senior secured notes
      due 2018 issued by an escrow subsidiary; and

   -- after the reorganization upon consummation of the Plans of
      Reorganization, the Company expects to enter into a senior
      secured asset-based revolving credit facility in an amount
      of $600 million, under which $42 million of letters of
      credit are expected to be outstanding.

In September 2010, the creditors under the CCAA Proceedings and
the Chapter 11 Cases, with one exception, voted in the requisite
numbers to approve the respective Plan of Reorganization and the
Canadian Court sanctioned the CCAA Reorganization Plan on
September 23, 2010.

The hearing before the U.S. Court with respect to confirmation of
the Chapter 11 Reorganization Plan began on September 24, 2010.
The U.S. Court has not yet ruled on the confirmation of the
Chapter 11 Reorganization Plan.

Creditors of Bowater Canada Finance Corporation, a wholly owned
subsidiary of Bowater Incorporated, a wholly owned subsidiary of
AbitibiBowater Inc., did not vote in the requisite numbers to
approve the Plans of Reorganization.  Accordingly, the Debtors did
not seek sanction of the CCAA Reorganization Plan with respect to
BCFC and are not currently seeking confirmation of the Chapter 11
Reorganization Plan with respect to BCFC.

                     About AbitibiBowater Inc.

AbitibiBowater Inc. produces newsprint, commercial printing
papers, market pulp and wood products.  It is the eighth
largest publicly traded pulp and paper manufacturer in the world.
AbitibiBowater owns or operates 22 pulp and paper facilities and
26 wood products facilities located in the United States, Canada
and South Korea.  The Company also recycles old newspapers and
magazines.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  The Company and its
Canadian affiliates commenced parallel restructuring proceedings
under the Companies' Creditors Arrangement Act before the Quebec
Superior Court Commercial Division the next day.  Alex F. Morrison
at Ernst & Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.

Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348).  Pauline K. Morgan,
Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt &
Taylor, in Wilmington, represent the Chapter 15 Debtors.

U.S. Bankruptcy Judge Kevin Carey handles the Chapter 11 cases of
AbitibiBowater Inc. and its U.S. affiliates and the Chapter 15
case of ACI, et al.


ABITIBIBOWATER INC: Finalizes Canadian Pension Agreements
---------------------------------------------------------
AbitibiBowater had entered into agreements with the Government of
Ontario related to funding relief in respect of the material
aggregate solvency deficits in the registered pension plans the
Company sponsors in Ontario and Quebec.  The agreements will
enable the Company to seek the waiver of the conditions, as
detailed in its restructuring plans, regarding the adoption of
funding relief regulations.  On September 14, the Government of
Quebec announced an agreement between the Company and the Regie
des rentes du Quebec for similar relief measures.  The agreements
finalized with the provinces of Ontario and Quebec provide, among
other things, that the Company will meet its future pension
obligations in full to the beneficiaries.

"The best way to ensure pension benefits continue to be paid out
is to ensure a company stays in business. We are pleased that
AbitibiBowater will continue to operate, that thousands of
Ontarians will continue to be employed, and that existing
pensioners will continue to receive their benefits," stated Dwight
Duncan, Ontario Minister of Finance.

In addition, an agreement for the next five years has been entered
into by the Government of Ontario and what will become one of
AbitibiBowater's Canadian subsidiaries post emergence, AbiBow
Canada, regarding its pulp and paper operations in the province.
AbiBow Canada has agreed to apply specific measures regarding its
governance and investment levels as well as the sustainability of
its operations in Ontario.

"The agreement affects thousands of workers, retirees and families
in Ontario and allows the Company to move towards the finalization
of its emergence from creditor protection.  We are all very
pleased to see AbitibiBowater get back on its feet, and I am
especially appreciative of the support of my colleague at the
Ministry of Finance, Minister Dwight Duncan, for making this
happen," said Michael Gravelle, Ontario Minister of Northern
Development, Mines and Forestry.

This agreement will become effective as of the time of
AbitibiBowater's emergence from creditor protection.  Moreover,
the parties have agreed to re-evaluate the covenants of the
agreement at the end of the initial five-year term in light of the
Company's situation, the conditions affecting the pulp and paper
industry as a whole and the solvency of its pension plans.

"We have signed today an agreement that is a significant step
toward our emergence.  We are convinced we have obtained the best
deal possible for all our employees and retirees in Canada, and we
would like to thank the Government of Ontario for its ongoing
support," stated David J. Paterson, President and Chief Executive
Officer of AbitibiBowater.

The Company directly employs approximately 8,500 workers and has
in the order of 20,000 pensioners in Ontario and Quebec.  These
agreements are subject to AbitibiBowater's and its subsidiaries'
emergence from creditor protection, which is expected to occur
this fall, and is subject to confirmation of its U.S. plan of
reorganization.

                    About AbitibiBowater Inc.

AbitibiBowater Inc. produces newsprint, commercial printing
papers, market pulp and wood products.  It is the eighth
largest publicly traded pulp and paper manufacturer in the world.
AbitibiBowater owns or operates 22 pulp and paper facilities and
26 wood products facilities located in the United States, Canada
and South Korea.  The Company also recycles old newspapers and
magazines.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  The Company and its
Canadian affiliates commenced parallel restructuring proceedings
under the Companies' Creditors Arrangement Act before the Quebec
Superior Court Commercial Division the next day.  Alex F. Morrison
at Ernst & Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.

Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348).  Pauline K. Morgan,
Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt &
Taylor, in Wilmington, represent the Chapter 15 Debtors.

U.S. Bankruptcy Judge Kevin Carey handles the Chapter 11 cases of
AbitibiBowater Inc. and its U.S. affiliates and the Chapter 15
case of ACI, et al.


ADANAC MOLYBDENUM: B.C. Court Sanctions Plan of Compromise
----------------------------------------------------------
Adanac Molybdenum Corporation disclosed that the British Columbia
Supreme Court made an order sanctioning the Company's plan of
compromise and arrangement pursuant to section 6 of the Companies'
Creditors Arrangement Act (Canada) and section 291(4) of the
Business Corporations Act.

Upon the satisfaction or waiver of remaining conditions precedent
to the Plan, Adanac will implement the Plan in accordance with its
terms and the Sanction Order, including, among other things, by
making distributions of cash or shares to its affected creditors
in satisfaction of Adanac's obligations to those creditors.

                      About Adanac Molybdenum

Adanac Molybdenum Corporation is listed on the TSX and Frankfurt
exchanges and owns the Ruby Creek Project in northern British
Columbia.  The Company has advanced the project through
feasibility studies, a production decision and has previously
ordered long-lead equipment, completed permitting for
construction, constructed a road to the site and secured US$80
million in bridge financing.


AGY HOLDING: Incurs $6.7 Million Net Loss in September 30 Quarter
-----------------------------------------------------------------
AGY Holding Corp. filed its quarterly report on Form 10-Q,
reporting a net loss of $6.71 million on $45.56 million of net
sales for the three months ended Sept. 30, 2010, compared with a
net loss of $7.74 million on $41.73 million of net sales for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed
$308.03 million in total assets, $287.91 million in total
liabilities, and stockholders' equity of $14.08 million.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6f00

                        About AGY Holding

AGY Holding Corp. -- http://www.agy.com/-- produces fiberglass
yarns and high-strength fiberglass reinforcements used in
composites applications.  AGY serves a range of markets including
aerospace, defense, electronics, construction and industrial.
Headquartered in Aiken, South Carolina, AGY has a European office
in Lyon, France and manufacturing facilities in the U.S. in Aiken,
South Carolina and Huntingdon, Pennsylvania and a controlling
interest in a manufacturing facility in Shanghai, China.

                          *     *     *

AGY Holding carries a 'CCC+' corporate credit rating from Standard
& Poor's Ratings Services.  In December 2009, S&P lowered the
rating to 'CCC+' from 'B'.  "The downgrade follows S&P's ongoing
concern on operating performance, including S&P's expectation for
very weak credit metrics for 2009, weak liquidity relative to
interest payments and operating requirements in 2010, and
integration concerns related to the large $72 million acquisition
-- with a $20 million cash component -- of AGY Hong Kong Ltd.,"
said Standard & Poor's credit analyst Paul Kurias.


AIRESURF NETWORKS: Ontario Court Approves Bankruptcy Proposal
-------------------------------------------------------------
AireSurf Networks Holdings Inc. disclosed that further to its
press releases of September 22, 2010, and October 8, 2010, the
Superior Court of Justice for Ontario in Bankruptcy and Insolvency
has approved the Company's bankruptcy proposal.  Pursuant to the
proposal creditors who have filed a proof of claim with the
trustee will receive one common share of the Company for every
$0.05 of indebtedness.  Risman & Zysman Inc., the trustee, will be
forwarding notice of the court approval in due course.  Creditors
have thirty days to file a proof of claim, otherwise they will be
ineligible to take advantage of the proposal.

Shares Outstanding: 50,317,596

The CNSX has not reviewed and does not accept responsibility for
the adequacy of this release.

Ontario, Canada-based Airesurf Networks is a researcher, designer
and manufacturer of digital communication amplifiers.   The
MegaFI(TM) System extends the range, coverage and throughput
capacity of WiFi access points without signal degradation.


ALLEGIANCE BANK: Closed; VIST Bank Assumes All Deposits
-------------------------------------------------------
Allegiance Bank of North America in Bala Cynwyd, Pa., was closed
on Friday, November 19, 2010, by the Secretary of the Pennsylvania
Department of Banking, which appointed the Federal Deposit
Insurance Corporation as receiver.  To protect the depositors, the
FDIC entered into a purchase and assumption agreement with VIST
Bank of Wyomissing, Pa., to assume all of the deposits of
Allegiance Bank of North America.

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

As of September 30, 2010, Allegiance Bank of North America had
around $106.6 million in total assets and $92.0 million in total
deposits.  VIST Bank will pay the FDIC a premium of 0.50 percent
to assume all of the deposits of Allegiance Bank of North America.
In addition to assuming all of the deposits of the Allegiance Bank
of North America, VIST Bank agreed to purchase essentially all of
the assets.

The FDIC and VIST Bank entered into a loss-share transaction on
$86.2 million of Allegiance Bank of North America's assets.  VIST
Bank will share in the losses on the asset pools covered under the
loss-share agreement.  The loss-share transaction is projected to
maximize returns on the assets covered by keeping them in the
private sector.  The transaction also is expected to minimize
disruptions for loan customers.  For more information on loss
share, visit:

  http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-837-0215.  Interested parties also can
visit the FDIC's Web site at:

  http://www.fdic.gov/bank/individual/failed/allegbank.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $14.2 million.  Compared to other alternatives, VIST
Bank's acquisition was the least costly resolution for the FDIC's
DIF.  Allegiance bank of North America is the 148th FDIC-insured
institution to fail in the nation this year, and the first in
Pennsylvania.  The last FDIC-insured institution closed in the
state was Dwelling House Savings and Loan Association, Pittsburgh,
on August 14, 2009.


ALTRA INDUSTRIAL: S&P Keeps 'B+' Corporate; Outlook Now 'Positive'
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it has affirmed its
ratings, including the 'B+' corporate credit rating, on Altra
Industrial Motion Inc.  At the same time, S&P revised the outlook
to positive from stable.

"The outlook revision reflects the potential for a rating upgrade
if Altra continues to perform better than S&P's expectations for
the 'B+' corporate credit rating," said Standard & Poor's credit
analyst Sarah Wyeth.  "S&P believes Altra will likely continue to
benefit from the gradual economic recovery and maintain its
operating margin of 15%-16%, which could result in total debt to
EBITDA of around 3x."

The ratings on Altra reflect its weak business risk profile,
characterized by some geographic diversity, and its presence in a
cyclical, fragmented, and competitive industry.  The company's
business risk profile also reflects limited product diversity.
Altra manufactures mechanical power transmission products that it
sells largely in the U.S. to more than 1,000 direct original
equipment manufacturer (OEM) clients and through more than 3,000
distributor outlets.  The company's engineered products are often
part of such critical applications as failsafe brakes for
elevators, electric wheelchairs, and forklifts.  Its brand names
include Boston Gear, Warner Electric, TB Wood's, Ameridrive,
Kilian, Formsprag, Stieber, and Wichita Clutch.

The outlook is positive.  "S&P could raise the ratings if the
company appears likely to maintain its improved credit measures
and if it adheres to a financial policy that could support a
higher rating," Ms. Wyeth continued.  "S&P could raise the
ratings, if the company maintains total debt to EBITDA of around
3.0x.  S&P could revise the outlook to stable if a reversal in the
economic recovery erodes operating performance more than S&P
expects, or if Altra pursues large, debt-financed acquisitions.
If, for example, the company pursues debt-funded acquisitions that
result in leverage likely to remain greater than 4x for a
meaningful period, S&P could consider lowering the ratings."


AMARU INC: Posts $112,400 Net Loss in September 30 Quarter
----------------------------------------------------------
Amaru Inc. filed its quarterly report on Form 10-Q, reporting a
net loss of $112,423 on $1,396 of revenue for the third quarter
ended September 30, 2010, compared to a net loss of $10.4 million
on $9,080 of revenue for the same period of 2009.

The Company's balance sheet at September 30, 2010, showed
$4.5 million in total assets, $3.5 million in total liabilities,
and stockholders' equity of $983,773.

Mendoza Berger & Company, LLP, in Irvine, California, 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 sustained
accumulated losses from operations totaling $37.4 million at
December 31, 2009.

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

               http://researcharchives.com/t/s?6f26

                        About Amaru Inc.

Singapore-based Amaru Inc. provides entertainment-on-demand and e-
commerce channels on Broadband, and 3G devices.  The Company
delivers both wire and wireless solutions, streaming via
computers, TV sets, PDAs and 3G hand phones.  The Company launches
e-commerce channels (portals) that provide on-line shopping but
with a difference, merging two leisure activities of shopping and
entertainment.


AMERICAN MEDIA: Proposes to Assume Restructuring Support Agreement
------------------------------------------------------------------
American Media, Inc., and its debtor affiliates seek authority
from Judge Martin Glenn of the U.S. Bankruptcy Court for the
Southern District of New York to assume a restructuring support
agreement they negotiated with the RSA Parties composed of:

    (i) an ad hoc committee of holders of certain of the
        Debtors' prepetition unsecured note issuances;

   (ii) certain lenders under the term facility pursuant to a
        Credit Agreement dated as of January 30, 2006, as
        amended and restated as of December 31, 2008, and which
        became effective on January 30, 2009, and as may be
        further amended from time to time, among American
        Media, Inc., American Media Operations, Inc., and
        JPMorgan Chase Bank, N.A., as administrative agent; and

  (iii) certain lenders under the revolving facility pursuant to
        the 2009 Credit Agreement.

The RSA Parties collectively hold at least 70% of the Term
Facility, approximately 77.6% of the unsecured 14% senior
subordinated notes due 2013, and approximately 89% of the
unsecured 9% senior PIK notes due 2013.

In September 2010, the Debtors began discussions with certain of
their major creditors regarding a restructuring and repayment of
their outstanding debt obligations.  Ultimately, as a result of
extensive, arm's-length negotiations, the Debtors were able to
reach an agreement on the terms of a comprehensive balance sheet
restructuring with the RSA Parties.

The RSA contemplates that a restructuring would be implemented
through a "prepackaged" bankruptcy and the commencement of the
Debtors' Chapter 11 cases.  The RSA Parties committed to support
the Plan, at the appropriate time and consistent with applicable
law.  Accordingly, the RSA Parties' support for the Plan was
instrumental in obtaining acceptance of the Plan prior to the
Petition Date, the Debtors aver.

The Debtors assert that the restructuring contemplated by the RSA
and embodied in the Plan provides them with a clear exit strategy
for their Chapter 11 cases, and provides for a comprehensive
balance sheet restructuring that will improve their financial
position and enable them to maximize their enterprise value going
forward.

In general, the Plan would, among other things, (i) reduce the
Debtors' outstanding indebtedness and interest expense, (ii)
improve the Debtors' capital structure, (iii) better position the
Debtors to enter into value-enhancing and strategic transactions,
(iv) enhance the Debtors' enterprise value in excess of the
principal amount of their debt, (v) provide suppliers, customers
and employees with more confidence in the Debtors, (vi) enable the
Debtors to capitalize on available opportunities to expand their
publishing services business, and (vii) mitigate the Debtors'
refinancing risks.

While the Debtors believe that the Plan represents the best
opportunity to maximize the value of their estates, they further
negotiated for, and the RSA contains, "fiduciary out" provisions
that will enable them to fully comply with their fiduciary duties.
Specifically, the Debtors negotiated that nothing in the RSA will
require the American Media Parties, their affiliated entities, or
any of their directors or officers to take any action inconsistent
with, or to refrain from taking any action consistent with, its or
their fiduciary obligations under applicable law.

                       Termination Provisions

The RSA contains a number of events that will give rise to a right
of the RSA Parties to terminate the RSA.  Those events include the
filing of any motion by the American Media Parties to (i) dismiss
these Chapter 11 cases, (ii) convert any of these Chapter 11 cases
to a case under Chapter 7 of the Bankruptcy Code, or (iii) appoint
a trustee or an examiner with expanded powers pursuant to Section
1104 of the Bankruptcy Code in any of these Chapter 11 cases,
unless the motion is immediately withdrawn.

Other termination events are:

  -- withdrawal, amendment or modification by the American
     Media Parties of the Plan, which withdrawal, amendment,
     modification or filing is materially inconsistent with the
     Plan;

  -- the discovery of any fraud committed by, or material
     dishonesty or misconduct of, any officer or director of
     the American Media Parties that materially adversely
     affects any of the RSA Parties; and

  -- the material breach by any of the American Media Parties
     of any of the undertakings, representations, warranties or
     covenants of the American Media Parties set forth in the
     RSA.

The RSA may also be terminated if any court of competent
jurisdiction enters an order invalidating, disallowing,
subordinating, or limiting, in any respect, as applicable, the
enforceability, priority or validity of the Debtors' prepetition
note issuances or the Debtors' obligations under their prepetition
credit agreement and the occurrence of a "Special Mandatory
Redemption" as the term is defined in the RSA.

The RSA also provides that the Debtors or the RSA Parties may
terminate the RSA if certain Chapter 11 milestones are not met in
accordance with this timeline:

  Nov. 8, 2010    -- Commencement of the solicitation of votes
                     to accept or reject the Plan

  Dec. 8, 2010    -- Commencement of Chapter 11 cases, the
                     filing, and pursuit of confirmation of the
                     Plan, and the filing of any motion relating
                     to the use of cash collateral

  Dec. 7, 2010    -- Interim approval of any motion relating to
                     the use of cash collateral

                  -- Approval of the motion requesting an order
                     from the Court finding that certain
                     subsidiaries of AMO are not Debtors and any
                     assets held by those entities, including
                     the proceeds from the Debtors' new
                     financing, are not property of the Debtors'
                     estates

   Jan. 21, 2010  -- Confirmation of the Plan

   Feb. 25, 2010  -- Substantial consummation of the Plan

The Debtors believe these milestones provide them plenty of
"cushion" necessary to achieve the milestones without running the
possibility of failing to meet the requirements.

                      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.

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


AMERICAN MEDIA: Proposes to Enter Into New Financing Deals
----------------------------------------------------------
American Media Inc. and its units seek the Bankruptcy Court's
authority to assume or enter into, as applicable, certain
agreements related to a new financing and a backstop commitment.

The Agreements refer to:

    * an engagement letter related to notes offerings that will
      enable the Debtors to fund $385 million of New First Lien
      Financing and up to approximately $140 million of New
      Second Lien Financing;

    * a commitment letter related to an approximately $40
      million New Revolver Facility;

    * a backstop agreement pursuant to which Avenue Capital
      Management II, L.P. and Angelo, Gordon & Co., L.P., as
      backstop parties, have committed to purchase any New
      Second Lien Notes distributed to holders of Term Facility
      Claims under the Plan;

    * certain escrow agreements related to the New First Lien
      Financing and the New Second Lien Financing, if
      necessary; and

    * certain fee agreements related to the New Revolver
      Facility and the Notes Offerings.

Contemporaneously with negotiating the Restructuring Support
Agreement, the Debtors also entered into negotiations with various
financial institutions with respect to the terms of new financing
they would require to consummate their restructuring and fund
ongoing working capital needs.

In connection with those negotiations, the Debtors contacted five
banks and sought proposals for $525 million in new first lien
financing to refinance their total outstanding indebtedness under
the 2009 Credit Agreement.  However, none of the banks contacted
were able to generate enough market interest to fund a facility of
the requested magnitude, Ira S. Dizengoff, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in New York, relates.

The Debtors, faced with the reality that they would not be able to
raise more than $385 million in first lien financing and would
thus be unable to pay all of their prepetition secured lenders in
full and in cash, entered into discussion with certain of their
bondholders with respect to the terms of potential second lien
financing.  As a result of those discussions, the Debtors and
those bondholders negotiated a backstop agreement that would
provide holders of Term Facility claims with a mechanism, should
they wish, to receive payment in full and in cash of their claims
under a plan of reorganization.

The Debtors ultimately realized that they could not secure a
commitment from the banks to place the new second lien financing
and thus, executed the Backstop Agreement to ensure the successful
consummation of the consensual restructuring described under the
Plan of Reorganization.

Indeed, without the agreement of the Backstop Parties, the Debtors
would likely have been unable to propose a plan of reorganization
acceptable to the prepetition secured lenders, Mr. Dizengoff tells
the Court.

                         New Financing

Prior to the Petition Date, the Debtors engaged in a first and
second lien notes offering to raise the New First Lien Financing
and the New Second Lien Financing.  In order to facilitate the
closing of the First Lien Notes Offering and, to the extent
applicable, the Second Lien Notes Offering, the Debtors
established a new non-Debtor Delaware company -- "New LLC" -- and
AMO Escrow Corporation, a subsidiary of New LLC that is also a
non-Debtor Delaware company.  AMO is referred to as the "Escrow
Issuer."

On November 16, 2010, the Escrow Issuer entered into a purchase
agreement related to the pricing of the New First Lien Notes, but
due to market conditions was unable to price the New Second Lien
Notes.  Mr. Dizengoff says that, subject to the Court's approval,
the New First Lien Notes Offering will close into escrow into the
Escrow Issuer after the Petition Date.  To the extent market
conditions permit in the future, the Escrow Issuer may market to
interested investors and price a portion of the New Second Lien
Notes after the Petition Date.

The cash proceeds of the New First Lien Notes and the New Second
Lien Notes, to the extent sold prior to confirmation of the Plan,
will be held in escrow until certain conditions are satisfied,
including confirmation and effectiveness of the Plan.  If the
Release Conditions are satisfied, the Escrow Issuer will merge
into reorganized Debtor American Media Operations, Inc., with
Reorganized AMO as the surviving entity, and the Cash Proceeds
will be released to Reorganized AMO.  In that case, the New First
Lien Notes and the New Second Lien Notes, to the extent sold prior
to confirmation of the Plan, will be assumed by, and thus will
become, obligations of Reorganized AMO.

During the escrow period, the New First Lien Notes and the New
Second Lien Notes will be secured by a lien on the Cash Proceeds
and all other assets held by the Escrow Issuer, if any.  The Cash
Proceeds and assets held by the Escrow Issuer, whether or not in
the escrow, will not constitute property of the Debtors' estates.
Conversely, the Debtors will have no obligations under the New
First Lien Notes or the New Second Lien Notes, other than the fee,
expense reimbursement, interest and indemnity obligations.

In the event that the Release Conditions are not satisfied, the
New First Lien Notes and the New Second Lien Notes will be subject
to a special mandatory redemption at a price for each series of
notes that is equal to 100% of the issue price of those notes,
plus accrued and unpaid interest from the issue date up to, but
not including, the date of redemption.

In connection with the Notes Offerings, the Debtors entered into
the Engagement Letter, which is on an uncommitted basis, with
certain financial institutions to be lead underwriters, initial
purchasers, and placement agents.

The Debtors also ask the Court to determine that New LLC and the
Escrow Issuer are non-Debtor entities, and that any proceeds from
the Notes Offerings or other assets they have will not be property
of the Debtors' estates and will not be consolidated with the
Debtors' assets or estates.

                    New Revolver Facility

In addition to the New First Lien Financing and the New Second
Lien Financing, the Debtors intend to enter into the New Revolver
Facility.

Proceeds of the New Revolver Facility will be used for the
Debtors' working capital and other corporate purposes, including,
without limitation, effecting permitted acquisitions and
investments.

The principal terms of the New Revolver Facility are set forth in
the commitment letter among the Debtors and certain financial
institutions.

The Debtors will not enter into the New Revolver Facility until
the effective date of the Plan, and no borrowing will occur under
the New Revolver Facility until that time.

Mr. Dizengoff clarifies that at this time, the Debtors do not seek
approval to incur borrowing obligations associated with the New
Revolver Facility.  The Debtors only seek authority only to assume
the Commitment Letter and the New Revolver Fee Letter.

                       BackStop Agreement

The Plan provides that holders of Term Facility Claims will
receive their pro rata share of the following in an aggregate
amount equal to the allowed amount of all Term Facility Claims:
(i) cash, in an amount to be determined by the Debtors 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 holders of Term
Facility Claims will not be greater than the Backstop Commitment.
In addition, pursuant to the terms of the Plan, holders of allowed
Term Facility Claims will have the option to put any New Second
Lien Notes they receive pursuant to the Plan to the Backstop
Parties.  The Put Right and the commitment of the Backstop Parties
to purchase the New Second Lien Notes are integral components of
the Plan, Mr. Dizengoff points out.

In order to facilitate confirmation of the Plan, the Debtors and
the Backstop Parties have entered into a backstop commitment
letter dated as of October 30, 2010.  Holders of allowed Term
Facility Claims may elect to have the Backstop Parties purchase
their pro rata share of the New Second Lien Notes received under
the Plan for the face amount of such New Second Lien Notes, which
face amount will be paid to those holders in cash.

Pursuant to the Backstop Agreement and in accordance with the
terms of the Plan, the Backstop Parties have, severally and not
jointly, committed to purchase their allocable share of any New
Second Lien Notes that would otherwise be distributed to the
holders of the allowed Term Facility Claims under the Plan.

The Backstop Parties will consummate the purchase of the New
Second Lien Notes on the effective date of the Plan.

                  Payment of Fees and Expenses

The Debtors also seek the Court's authority to assume obligations
for, or to pay, certain fees, expenses and indemnifications as is
reasonable and customary for transactions in the nature of the
Notes Offering.

In order to pay the fees, interest and other amounts associated
with the New First Lien and Second Lien Financings, to the extent
that the New Second Lien Notes are sold prior to confirmation of
the Plan, the Debtors intend to transfer up to $15 million into
escrow.

In connection with the Commitment Letter, the Debtors entered into
a related letter agreement to pay certain fees and expenses to the
Initial Lenders.

Pursuant to the Backstop Agreement, the Debtors have agreed to pay
these fees and expenses to the Backstop Parties:

  * Initial Shares: On the effective date of the Plan, each
    Backstop Party will be entitled to a fully earned and
    non-refundable fee payable in fully-paid and non-assessable
    shares of the common stock of reorganized AMI to be issued
    on the effective date of the Plan,  representing its
    allocable share of 5% of the New Common Stock to be issued
    and outstanding on the effective date of the Plan, including
    after the issuance of the New Common Stock to the Backstop
    Parties on account of their Subordinated Notes holdings and
    without dilution in respect of the Additional Shares.  If
    the Backstop Parties are not required to fund any portion of
    the New Second Lien Financing, then the Backstop Percentage
    Interest will be reduced to 3.5%.

  * Additional Shares: In addition, on the effective date of the
    Plan, each Backstop Party will be entitled to additional
    fully-paid and non-assessable shares of New Common Stock as
    are required so that its Initial Percentage Ownership will
    not be diluted by the issuance of the Initial Shares.

  * Cash Payment: On the effective date of the Plan, each
    Backstop Party will be entitled to a fee payable in cash
    equal to 5% of the aggregate face amount of the New Second
    Lien Financing issued or put such Backstop Party pursuant to
    the Backstop Agreement and the Plan.

  * Expenses: The Debtors have agreed to pay, on an ongoing
    basis, the fees, costs and expenses of each Backstop Party,
    including, without limitation, the reasonable and documented
    fees and expenses of counsel.

  * Indemnification: The Debtors have agreed to indemnify and
    hold harmless each Backstop Party and each of its affiliates
    and all their officers, directors, partners, trustees,
    employees, shareholders, advisors, agents, representatives,
    attorneys and controlling persons and each of their heirs,
    successors and assigns.

The Debtors also ask the Court to determine that any amounts they
are obligated to pay under the financing deals be entitled to
priority treatment as administrative expenses.  The Debtors
maintain that without the payment of the relevant fees and escrow
expenses, they would be unable to secure the New Financing and
failure to obtain the New Financing would jeopardize their ability
to confirm the Plan and preserve the value of their businesses for
the benefit of all parties-in-interest.

                      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.

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


AMERICAN MEDIA: Seeks Nod to Use JPM & Deutsche Cash Collateral
---------------------------------------------------------------
American Media Inc. and its units seek interim and final authority
from the Bankruptcy Court to use the cash collateral securing
their prepetition indebtedness, totaling $490.6 million under a
secured credit agreement with JPMorgan Chase Bank, N.A., as
administrative agent, and Deutsche Bank Securities Inc., as
syndication agent.

The Debtors, according to Ira S. Dizengoff, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in New York, require the immediate
postpetition use of Cash Collateral in order to continue operating
their businesses in an orderly manner during the pendency of these
Chapter 11 cases.  The Debtors' ability to use Cash Collateral, he
avers, will allow them to maintain business relationships with
vendors, suppliers and customers, pay the wages of their
employees, and satisfy other ordinary operational costs, including
rent, taxes and insurance.

In order to ensure that they would be able to obtain authority to
use Cash Collateral in the ordinary course, the Debtors approached
the Prepetition Agent prior to the Petition Date to discuss the
terms upon which the Prepetition Agent would, in consultation with
the Prepetition Required Lenders, agree to the Debtors' use of
Cash Collateral.  After good faith, arm's-length negotiations, the
Prepetition Agent ultimately agreed to consent to the Debtors' use
of Cash Collateral, subject to the consent of the Prepetition
Required Lenders.

The Debtors propose to use Cash Collateral for the period from the
Petition Date through the date which is the earlier to occur of
(i) the expiration of the Remedies Notice Period; or (ii) 11:59
p.m. Eastern Time, on February 17, 2011.

During the Specified Period, the Debtors propose to use Cash
Collateral, in an aggregate amount not exceeding $15,000,000:

    (i) in the ordinary course of business for working capital
        and general corporate purposes,

   (ii) for the payment of reasonable and documented unpaid fees
        and expenses of professional persons employed by the
        Debtors and any official committee and other fees and
        expenses, in each case, to the extent of the Carve Out,

  (iii) to make payments for the adequate protection for any
        diminution in value of the Prepetition Agent and
        Lenders' interests in the collateral securing the
        obligations under the Prepetition Credit Agreement;

   (iv) for the payment of expenses not incurred in the ordinary
        course of business, in an aggregate amount during the
        Specified Period not to exceed $5,000,000;  and

    (v) with respect to that portion transferred to AMO Escrow
        Corporation as Escrow Issuer, for the payment of fees,
        interest and other amounts relating to the escrow of
        proceeds from the offering of New First Lien Notes and
        New Second Lien Notes to the extent the transfer is
        approved by the Court.

During the Remedies Notice Period, the Debtors propose to use Cash
Collateral solely to meet payroll obligations and to pay expenses
critical to the preservation of their estates, including the
Adequate Protection Payments and Professional Fees to the extent
of the Carve Out.

The authorization for the Debtors to use Cash Collateral will
automatically terminate at the expiration of the Specified Period
without any further notice or action.

                     Adequate Protection

As adequate protection for the use of the Cash Collateral, the
Prepetition Agent will be granted:

  -- liens on all of the Debtors' assets, together with any
     related proceeds, but excluding, until entry of the Final
     Order, any of the Debtors' claims or causes of action
     arising under Sections 502(d), 544, 545, 547, 548, 549, 550
     and 553 of the Bankruptcy Code and any other avoidance or
     similar action under the Bankruptcy Code;

  -- an allowed superpriority administrative expense claim in
     each of these Chapter 11 cases and any Successor Cases; and

  -- adequate protection payments to the Prepetition Agent in
     the form of: (a) payments in cash on a current basis at the
     times specified in the Prepetition Credit Agreement of all
     prepetition or postpetition interest, fees and other
     amounts due under the Prepetition Credit Documents, and (b)
     ongoing payment in cash of the reasonable fees, costs and
     expenses of the Prepetition Agent, including, reasonable
     fees, costs and expenses of legal, financial advisory,
     investment banking and other professionals retained by the
     Prepetition Agent, including Wachtell, Lipton, Rosen &
     Katz.

The Adequate Protection Liens will be junior only to (A) the Carve
Out, and (B) the Permitted Prior Liens.  The Adequate Protection
Liens will otherwise be senior to all other security interests in,
liens on, or claims against any of the Collateral.

Adequate Protection Liens will not be made subject to or pari
passu with any lien or security interest by any court order
entered in these Chapter 11 cases or any Successor Cases, and will
be valid and enforceable against any trustee appointed in any of
these Chapter 11 cases or any Successor Cases, or upon the
dismissal of any of these Chapter 11 cases or any Successor Cases.

The Adequate Protection Superpriority Claim will be junior only to
the Carve Out, but will have priority over all administrative
expense claims and unsecured claims against the Debtors or their
estates.

In addition, the Debtors will provide continued maintenance and
insurance of the Collateral in the amounts and for the risks, and
by the entities, required under the Prepetition Credit Documents.

                            Carve Out

The "Carve Out" refers to (i) the unpaid fees of the Clerk of the
Court and the United States Trustee pursuant to Section 1930(a) of
Title 28 of the U.S. Code, (ii) Professional Fees incurred prior
to delivery of a notice upon the occurrence and during the
continuation of an Event of Default, (iii) reasonable and
documented unpaid Professional Fees, in an aggregate amount not to
exceed $1,000,000 of Professionals incurred subsequent to delivery
of a Carve Out Trigger Notice, and (iv) in the event of a
conversion of the Cases to cases under Chapter 7 of the Bankruptcy
Code, the payment of fees and expenses incurred by a trustee and
any professional retained by that trustee, in an aggregate amount
not to exceed $100,000.

                       Events of Default

Events of Default include, among others, (i) the Debtors' failure
to perform any of the terms under an Interim Cash Collateral
Order; (ii) the obtaining of credit that is either secured by a
security interest, mortgage or other lien on all or any portion of
the Collateral or entitled to priority administrative status which
is equal or senior to that granted to the Prepetition Agent and
Prepetition Lenders in the Interim Order; (iii) lifting of the
automatic stay to allow any creditor to execute upon or enforce a
lien on or security interest in any material portion of the
Collateral; (iv)reversal, vacatur, or modification of the Interim
Order; or (v) dismissal of these Chapter 11 cases or conversion of
these Chapter 11 cases to Chapter 7 cases, or appointment of a
Chapter 11 trustee or examiner with enlarged powers.

Immediately upon the occurrence and during the continuation of an
Event of Default, the Prepetition Agent may declare a termination,
reduction or restriction of the ability of the Debtors to use any
Cash Collateral.  Five business days after the Termination
Declaration Date, the Debtors will no longer be authorized to use
Cash Collateral under the Interim Order, except for the Carve Out.
During the Remedies Notice Period, the Debtors will be entitled to
seek an emergency hearing with the Court.

The Cash Collateral and the Carve Out may not be used:

  (a) in connection with any action or proceeding (i)
      invalidating the Prepetition Obligations, (ii) for
      monetary, injunctive or other affirmative relief against
      any Prepetition Agent or Prepetition Lender, or (iii)
      except during the Remedies Notice Period, preventing or
      delaying the exercise by the Prepetition Agent or
      Prepetition Lenders of any rights and remedies under the
      Interim Order, the Prepetition Credit Documents, or
      applicable law, or the enforcement or realization by the
      Prepetition Agent or Prepetition Lenders upon any of the
      Collateral;

  (b) to make any payment in settlement of any claim or action,
      without the prior consent of the Prepetition Agent, unless
      otherwise ordered by the Court;

  (c) in any way to object to the enforcement upon any of the
      Collateral by the Prepetition Agent or Prepetition Lenders
      once an Event of Default has occurred, except during the
      Remedies Notice Period;

  (d) to object to or challenge in any way the claims, liens, or
      interests held by or on behalf of the Prepetition Agent or
      any Prepetition Lender;

  (e) to assert, commence or prosecute any claims or causes of
      action, including, without limitation, any actions under
      Chapter 5 of the Bankruptcy Code, against the Prepetition
      Agent or any Prepetition Lender in their capacity as agent
      and lender under the Prepetition Credit Agreement; or

  (f) to prosecute an objection to the validity, extent, amount,
      perfection, priority, or enforceability of any of the
      Prepetition Obligations or Prepetition Liens or any other
      rights or interests of the Prepetition Agent or any
      Prepetition Lender.

The Cash Collateral and the Carve Out may be used by any Statutory
Committee or any other person or entity granted standing by the
Court to investigate, but not challenge, the Prepetition
Obligations, the Prepetition Liens and a potential Challenge,
provided that no more than $100,000 in the aggregate may be spent
on that investigation.

Subject to entry of a Final Order, no costs or expenses of
administration which have been or may be incurred in these Chapter
11 cases or any Successor Cases at any time will be charged
against the Prepetition Agent or any Prepetition Lender or any of
their claims or the Collateral, without the prior written consent
of the Prepetition Agent or applicable Prepetition Lender, and no
consent will be implied from any other action, inaction, or
acquiescence by the agent or any lender.

                      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.

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


AMERICAN MEDIA: S&P Downgrades Rating on Senior Loan to 'D'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue-level rating
on Boca Raton, Fla.-based American Media Operations Inc.'s senior
secured credit facilities to 'D' from 'CCC+' and its issue-level
rating on the company's 9% pay-in-kind notes to 'D' from 'CC'.
Recovery ratings on these debt issues remain unchanged.  The
ratings action reflects the company's filing of a voluntary
petition under Chapter 11 of the U.S. Bankruptcy Code.

Standard & Poor's lowered its corporate credit rating on American
Media to 'D' on June 17, 2010, following the company's continued
deferral of its May 1 interest payment on its 14% subordinated
notes.

The company plans a financial restructuring that would involve a
debt-for-equity exchange and reduce leverage.  At Sept. 30, 2010,
debt to EBITDA was extremely high, at 9.3x, including the full
face value of the PIK debt.  Interest on the senior subordinated
notes due 2014 is payable at a rate of 10% in cash and 4% in
additional notes.  For the May 2009 and November 2009 payments,
the company paid the interest on the 14% senior subordinated notes
entirely in kind.  The company obtained consent from holders
representing 75% of the principal of the 14% notes to defer the
interest on the notes due May 1, 2010 until June 21, 2010.  On
June 21, 2010, the company paid the interest due in May 2010
entirely in kind.  Subsequently, the company announced that it
planned a debt-for-equity exchange.  The company deferred the
Nov. 1, 2010 interest payment until Jan. 3, 2011.  Had the company
paid the 10% interest on the notes in cash, EBITDA coverage of
cash interest would have been 1.3x at Sept. 30, 2010.  For the
second quarter ended Sept. 30, 2010, revenue and EBITDA fell 4%
and 7%, respectively.  The weak economy and its impact on
newsstand sales contributed to the revenue declines.


AMERICAN PACIFIC: Plan Promises Cash Payments to Unsecureds
-----------------------------------------------------------
American Pacific Financial Corporation submitted to the U.S.
Bankruptcy Court for the District of Nevada a proposed Plan of
Reorganization and an explanatory Disclosure Statement.

The Debtor will begin soliciting votes on the Plan following
approval of the adequacy of the information in the Disclosure
Statement.

According to the Disclosure Statement, the Plan provides for:

   -- cash payments to holders of priority claims;

   -- return or liquidation of collateral of secured creditors;
      and

   -- cash payments to all general unsecured creditors with
      allowed claims, either out of cash or out of net operating
      proceeds through their interest in the participation
      agreement:

       * Holders of General Unsecured Claims of $5,000 or less
         (expected to aggregate $37,315) will receive a cash
         payment of 50% of their claims within six months after
         the effective date.

       * Other holders of general unsecured claims (totaling
         $159,508,939) will receive beneficial interest in
         creditor trust secured participation agreement payable
         over 84 months unless extended by agreement.

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

The Bankruptcy Court scheduled a December 7 hearing to consider
adequacy of the information in the Disclosure Statement.
Objections, if any, are due 14 days before the hearing date.

                 About American Pacific Financial

Las Vegas, Nevada-based American Pacific Financial Corporation has
been involved in private equity and sub-debt investment in various
types of companies since 1978.  APFC's assets include loans and
investments in distressed real estate development projects and in
other types of distressed operating companies throughout various
industries.  The Company filed for Chapter 11 bankruptcy
protection on September 21, 2010 (Bankr. D. Nev. Case No. 10-
27855).  Kaaran E. Thomas, Esq., and Ryan Works, Esq., at McDonald
Carano Wilson LLP, represent the Debtor.  In its schedules, the
Company disclosed $16,597,647 in assets and $160,977,435 in
liabilities as of the Petition Date.


AMERICAN PACIFIC: Proposes $75,000 Unsec. Revolver from APMC
------------------------------------------------------------
American Pacific Financial Corporation asks the U.S. Bankruptcy
Court for the District of Nevada for authorization to obtain post-
petition financing from American Pacific Management Corporation
on an unsecured basis.

The Debtor is unable to pay for the administration of its
Chapter 11 case, including taxes, professional fees and expenses,
and payment to the U.S. Trustee's Office for fees incurred.  The
Debtor is unable to obtain the financing on terms competitive
with, let alone more favorable than, the financing offered by
APMC.

The DIP Credit Agreement contemplates the extension of a revolving
credit facility on an unsecured, super-priority basis to the
Debtor, in an amount not to exceed:

   a. on and after the Interim Closing Date and prior to the Final
      Closing Date, $25,000; and

   b. on and after the Final Closing Date, $75,000.

The revolving credit facility will bear interest at the non-
default rate of 6% per annum.

The Court will convene a hearing on December 7, 2010, at
10:00 a.m., to consider the Debtor's request to obtain funding.

                 About American Pacific Financial

Las Vegas, Nevada-based American Pacific Financial Corporation has
been involved in private equity and sub-debt investment in various
types of companies since 1978.  APFC's assets include loans and
investments in distressed real estate development projects and in
other types of distressed operating companies throughout various
industries.  The Company filed for Chapter 11 bankruptcy
protection on September 21, 2010 (Bankr. D. Nev. Case No. 10-
27855).  Kaaran E. Thomas, Esq., and Ryan Works, Esq., at McDonald
Carano Wilson LLP, represent the Debtor.  In its schedules, the
Company disclosed $16,597,647 in assets and $160,977,435 in
liabilities as of the Petition Date.


AMERICAN PATRIOT: Incurs $59,000 Net Loss in Third Quarter
----------------------------------------------------------
American Patriot Financial Group Inc., the holding company for
American Patriot Bank, filed its quarterly report on Form 10-Q,
reporting a net loss of $59,078 on $1.26 million of total interest
and dividend income for the three months ended Sept. 30, 2010,
compared with a net loss of $883,195 on $1.52 million of total
interest and dividend income for the same period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed
$103.62 million in total assets, $100.52 million in total
liabilities, and stockholders' equity of $3.09 million.

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

As reported in the Troubled Company Reporter on April 27, 2010,
Hazlett, Lewis & Bieter, PLLC, in Chattanooga, Tenn., 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 significant losses
for the past three years resulting in a retained deficit of
$3.6 million.  "At December 31, 2009, the Company and its
subsidiary were undercapitalized based on regulatory standards and
has consented to an Order to Cease and Desist with its primary
federal regulator that requires, among other provisions, that it
achieve regulatory capital thresholds that are significantly in
excess of its current actual capital levels.  The Company's
nonperforming assets have increased significantly during 2009
related primarily to deterioration in the credit quality of its
loans collateralized by real estate.  The Company, at the holding
company level, has a note payable [$1,000,000] that is due
June 29, 2010; however, the Company does not currently have
sufficient funds to pay off this note and it is uncertain whether
the lender will renew the note at that time, or whether the
Company can raise sufficient capital to payoff the note.  This
note is securitized by 100 percent of the stock of the
subsidiary."

                      About American Patriot

Based in Greenville, Tenn., American Patriot Financial Group, Inc.
is a one-bank holding company formed as a Tennessee corporation to
own the shares of American Patriot Bank.  The Bank is the only
subsidiary of the Corporation.

American Patriot Bank commenced operations as a state chartered
bank on July 9, 2001.  The Bank had total assets of roughly
$118 million at December 31, 2009.  The Bank is not a member of
the Federal Reserve System.

The Bank's customer base consists primarily of small to medium-
sized business retailers, manufacturers, distributors, land
developers, contractors, professionals, service businesses and
local residents.

On August 18, 2010, the Company received from the Federal Deposit
Insurance Corporation, a Supervisory Prompt Corrective Action
Directive, dated August 17, 2010, due to American Patriot Bank's
"significantly undercapitalized" status.  The Directive requires
that the Bank submit an acceptable capital restoration plan on or
before August 31, 2010, providing that, among other things, at a
minimum, the Bank will  restore and maintain its capital to the
level of "adequately capitalized."


AMERICAN POST: Posts $532,400 Net Loss in September 30 Quarter
--------------------------------------------------------------
American Post Tension, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $532,360 on $1.26 million of revenue
for the three months ended September 30, 2010, compared with net
income of $7,808 on $2.39 million of revenue for the same period
of 2009.

The Company's balance sheet as of September 30, 2010, showed
$2.03 million in total assets, $2.88 million in total liabilities,
and a stockholders' deficit of $847,814.

Berman Hopkins Wright & LaHam, CPAs and Associates, LLP, in Winter
Park, Fla., 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
suffered recurring losses and operating cash outflows.

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

               http://researcharchives.com/t/s?6f2d

Henderson, Nev.-based American Post Tension, Inc. provides slab-
on-grade post-tensioning products and services.


AMERICA WEST: Delays Form 10-Q for Third Quarter
------------------------------------------------
America West Resources 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 is in the
process of preparing and reviewing the financial and other
information to be disclosed in the report.

In October, America West disclosed that it incurred net loss of
$4.4 million on $3.4 million of revenue for the three months ended
June 30, 2010, compared with a net loss of $465,176 on $2.6
million of revenue for the same period in 2009.

The Company's balance sheet at June 30, 2010, showed $17.5 million
in total assets, $28.9 million in total liabilities, and a
stockholders' deficit of $11.4 million.

                        About America West

Based in Salt Lake City, Utah, America West Resources, Inc., is an
established domestic coal producer engaged in the mining of clean
and compliant (low-sulfur) coal.  The majority of the Company's
coal is sold to utility companies for use in the generation of
electricity.

As reported in the Troubled Company Reporter on April 27, 2010,
MaloneBailey, LLP, in Houston, 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 a working capital deficit and has incurred
significant losses.


AMERICAN INT'L: Selling Rail-Car Subsidiary to Pay Gov't Loan
-------------------------------------------------------------
The Wall Street Journal's Serena Ng and Anupreeta Das report that
American International Group Inc. has put its rail-car subsidiary
-- AIG Rail Services Inc. -- on the auction block in another step
to shed noncore assets to repay its bailout and regain
independence from government ownership.

The Journal relates AIG Rail Services is part of AIG's financial-
services division.  The Chicago business was set up around five
years ago and provides rail-car leases and equipment financing to
shipping companies, railroads and others in the North American
rail industry.  AIG Rail Services is a relatively small player,
leasing out tank cars and freight cars used for transporting fuel,
commodities, building materials and other items.

The Journal relates people familiar with the matter said AIG
Rail's assets, which include more than 10,000 rail cars and leases
on them, were recently put up for sale.  The assets have a book
value, or net asset value, of roughly $660 million, and are being
shopped to private-equity firms and other potential buyers who
don't already have a presence in the rail-car leasing business,
the people said.  It is unclear what price AIG is seeking.

                             About AIG

American International Group, Inc. -- http://www.aig.com/-- is an
international insurance organization with operations in more than
130 countries and jurisdictions.  AIG companies serve commercial,
institutional and individual customers through one of the most
extensive worldwide property-casualty networks of any insurer. In
addition, AIG companies are leading providers of life insurance
and retirement services around the world.  AIG common stock is
listed on the New York Stock Exchange, as well as the stock
exchanges in Ireland and Tokyo.

In September 2008, AIG experienced a liquidity crunch when its
credit ratings were downgraded below "AA" levels by Standard &
Poor's, Moody's Investors Service and Fitch Ratings.  AIG almost
collapsed under the weight of bad bets it made insuring mortgage-
backed securities.  The Company, however, was bailed out by the
Federal Reserve, but even after an initial infusion of
$85 billion, losses continued to grow.  The later rescue packages
brought the total to $182 billion, making it the biggest federal
bailout in U.S. history.

AIG has been working to protect and enhance the value of its key
businesses, execute an orderly asset disposition plan, and
position itself for the future.  AIG has sold a number of its
subsidiaries and other assets to pay down loans received from the
U.S. government, and continues to seek buyers of its assets.


ANGEL ACQUISITION: Delays Filing of 3rd Qtr. Report with SEC
------------------------------------------------------------
Angel Acquisition 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 did not
provide its auditors with all of the information necessary for the
auditors to complete the review of the financial statements.

In October, Angel Acquisition reported net income of $1.2 million
on $47,278 of revenue for the three months ended June 30, 2010,
compared with a net loss of $187,054 on $46,244 of revenue for the
same period in 2009.

The Company's balance sheet at June 30, 2010, showed $1.7 million
in total assets, $2.1 million in total liabilities, and a
stockholders' deficit of $360,084.

                     About Angel Acquisition

Carson City, Nev.-based Angel Acquisition Corp. was incorporated
under the laws of the state of Nevada on March 10, 1999, under the
name Palomar Enterprises, Inc.  On February 5, 2008, the Company
changed its name to Angel Acquisition Corp. to properly reflect
the change in business direction.  The Company assists private
companies in the process of going public as well as being a
licensed mortgage broker and developer.

Gruber & Company, LLC, in Lake Saint Louis, Mo., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's results for 2009.  The
independent auditors noted that the Company is dependent upon the
available cash on hand and either future sales of securities or
upon its current management or advances or loans from controlling
shareholders or corporate officers to provide sufficient working
capital.


ANPATH GROUP: Posts $507,300 Net Loss for September 30 Quarter
--------------------------------------------------------------
Anpath Group Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $507,325 on $59,862 of revenues for the
three months ended Sept. 30, 2010, compared with a net loss of
$663,385 on $113,170 of revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed
$1.46 million in total assets, $5.09 million in total liabilities,
and a stockholders' deficit 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?6efd

                       About Anpath Group

Based in Mooresville, N.C., Anpath Group, Inc. (OTC BB: ANPG)
-- http://www.anpathgroup.com/-- through its wholly-owned
subsidiary EnviroSystems, Inc., produces disinfecting, sanitizing
and cleaning products designed to help prevent the spread of
infectious microorganisms, while minimizing the harmful effects to
people, application surfaces and the environment.

The Company filed for Chapter 11 bankruptcy protection on May 20,
2010 (Bankr. D. Del. Case No. 10-11652), pursuant to which it
proposed a plan of reorganization.  Mark E. Felger, Esq., at
Cozen O'Connor, assists the Company in its restructuring effort.
The Company disclosed $1,548,646 in assets and $3,536,825 in
Liabilities in its schedules.

The Plan proposes a restructuring of the debt and other claims
against the Company vis-a-vis the interests of its current
shareholders.  Before it was filed, the Company sought the support
of its principal creditors for the Plan that was being proposed.
In connection with this initiative, a super-majority of the Senior
Secured Class of creditors, including Anpath Lending, and a super-
majority of the investors holding more than 50% of the Convertible
Notes all signed the Plan Support Agreement.


ARROW AIR: Compromise Plan Set for Dec. 16 Confirmation
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Arrow Air Inc. has a Dec. 16 confirmation hearing for
approval of the liquidating Chapter 11 plan following a settlement
with the unsecured creditors' committee.

According to the report, in return for not suing MatlinPatterson
Global Advisors, which is both a secured lender and controlling
shareholder, the pot for unsecured creditors was increased by
$800,000 in cash, plus part of recoveries from collections of
accounts receivable.  The settlement is estimated to bring a
recovery of between 10.7% and 24.8% on unsecured claims estimated
to range between $30 million and $41 million.  The midpoint
estimated recovery is now 18.3%. Before the compromise, the
estimated midpoint recovery for unsecured creditors was 15.4%.
Now, MatlinPatterson is giving up $2.4 million of its cash
collateral.  As lender, it won't receive any distribution on a
$34.7 million deficiency claim.

The shell of the company and operating certificate are being sold
for $800,000 cash.  The operating certificate allows conducting
the business as an airline.

The bankruptcy court in Miami approved the explanatory disclosure
statement on Nov. 17.

                          About Arrow Air

Miami, Florida-based Arrow Air, Inc., provides scheduled and
charter cargo logistics services between the United States,
Central and South America, and the Caribbean.  The Company is a
wholly owned subsidiary of Arrow Air Holdings Corp., which is 95%
owned by an affiliate of MatlinPatterson Global Opportunities
Partners III.

Arrow Air, Inc., dba Arrow Cargo, filed for Chapter 11 bankruptcy
protection on June 30, 2010 (Bankr. S.D. Fla. Case No. 10-28831).
Jordi Guso, Esq., in Miami, Florida, represents the Debtor in its
restructuring effort.

The Chapter 11 case is Arrow's third.  Arrow halted operations the
day before the Chapter 11 filing.  Arrow Air intends to liquidate
under Chapter 11.


ARYX THERAPEUTICS: Incurs $2.5 Million Net Loss in Sept. 30 Qtr.
----------------------------------------------------------------
ARYx Therapeutics Inc. reported a net loss of $2.5 million or
$0.08 per share for the third quarter of 2010, compared to a net
loss of $8.2 million or $0.30 cents per share in the same quarter
of 2009.

The Company's balance sheet at Sept. 30, 2010, showed
$5.97 million in total assets, $7.78 million in total current
liabilities, $5.17 million in long-term borrowings, $747,000
other non-current liabilities, and a stockholders' deficit of
$7.73 million.  As of September 30, 2010, ARYx had cash, cash
equivalents and marketable securities totaling approximately $3.0
million.

ARYx said it secured bridge financing in two related loan
transactions -- a bridge loan financing with existing investors
MPM Capital and Ayer Capital Management, L.L.P., and the
concurrent restructuring of its outstanding loans with Lighthouse
Capital Partners V, L.P.  Under the terms of the bridge loan
financing, ARYx borrowed an aggregate principal amount of $4.0
million, and issued warrants to purchase up to 2,000,000 shares of
ARYx's common stock to the investors in the financing, subject to
certain terms and conditions.  Concurrently with the bridge loan
financing, ARYx's existing loan arrangement with Lighthouse was
amended to provide for the refinancing of approximately $2.3
million of loan payments initially scheduled for the third quarter
of 2010.

ARYx also said it was awarded a grant totaling $943,900 under the
Federal Qualifying Therapeutic Discovery Project ("QTDP") program
to which ARYx had applied in July 2010. The U.S. Congress
established the QTDP program as part of the Patient Protection and
Affordable Care Act of 2010. As described by the U.S. Congress,
preference was given to projects that showed the greatest
potential to create and sustain high-quality, high-paying jobs in
the U.S. and advance the country's competitiveness in the fields
of life, biological and medical sciences

A full-text copy of the Company's press release on its third
quarter results is available for free at
http://ResearchArchives.com/t/s?6eff

                    About ARYx Therapeutics

ARYx Therapeutics is a biopharmaceutical company focused on
developing a portfolio of internally discovered products designed
to eliminate known safety issues associated with well-established,
commercially successful drugs.  ARYx uses its RetroMetabolic Drug
Design technology to design structurally unique molecules that
retain the efficacy of these original drugs but are metabolized
through a potentially safer pathway to avoid specific adverse side
effects associated with these compounds.  ARYx currently has four
products in clinical development: a prokinetic agent for the
treatment of various gastrointestinal disorders, naronapride (ATI-
7505); an oral anticoagulant agent for patients at risk for the
formation of dangerous blood clots, tecarfarin (ATI-5923); an oral
anti-arrhythmic agent for the treatment of atrial fibrillation,
budiodarone (ATI-2042); and, an agent for the treatment of
schizophrenia and other psychiatric disorders, ATI-9242.


AURASOUND INC: Hikes Q3 Sales to $13MM; Form 10-Q Delayed
---------------------------------------------------------
Aurasound Inc. said it could not timely file its quarterly report
on Form 10-Q with the Securities and Exchange Commission because
certain information and data relating to and necessary for the
completion of the Company's financial statements and management's
discussion and analysis or plan of operation could not be obtained
within the time period without unreasonable effort or expense.

The Company said that revenue for the quarter ended September 30,
2010 increased to approximately $13 million compared to revenue
for the same prior year period of $1,278,900.  This increase is
largely a result of sales of the Company's soundbar products.

The Company added that general and administrative expenses for the
quarter ended September 30, 2010 increased to approximately $1.6
million as compared to $429,783 for the quarter ended September
30, 2009.  Affecting the current year period were expenses related
to our acquisition of ASI Holdings Limited and its wholly-owned
subsidiary, ASI Audio Technologies, LLC.

                      About AuraSound, Inc.

Santa Fe Springs, Calif.-based AuraSound, Inc. (OTC BB: ARUZ)
-- http://www.aurasound.com/-- through its wholly-owned
subsidiary, AuraSound, Inc. ("AuraSound"), a California
corporation, develops, manufactures and markets premium audio
products.  Specifically, AuraSound has developed and is currently
marketing undersized speakers that will deliver sound quality to
devices such as laptops, flat-panel televisions and displays that
the Company believes to be superior to the sound quality currently
found in these devices.  During the year ended June 30, 2010, the
Company's operations in China were conducted through Well-Tech
International Co., a Hong Kong company owned by Susanne Lee who is
the Company's office administrator in Hong Kong.  The Company's
operations in Taiwan are conducted by AuraSound as a foreign
corporation doing business in Taiwan.

With its recent acquisition of ASI Audiotechnologies, which closed
on July 31, 2010, the Company has an industry leading TV soundbar
business, additional proprietary transducer technology,
application specific amplifier designs, and award winning ID
designs.

The Company's balance sheet at June 30, 2010, showed $4.2 million
in total assets, $10.7 million in total liabilities, and
stockholders' deficit of $6.5 million.

Kabani & Company, Inc., in Los Angeles, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that during the year ended June 30,
2010, the Company incurred net losses of $2.2 million, and had
negative cash flow from operating activities of $202,383.


BABY FOX: Has $263,400 Net Income in Third Quarter
--------------------------------------------------
Baby Fox International Inc. filed its quarterly report on Form
10-Q, reporting net income of $263,382 of $5.25 million of total
net sales for the three months ended Sept. 30, 2010, compared
with a net loss of $737,971 of $5.35 million of total nets sales
for the same period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed
$12.29 million in total assets, $18.26 million in current
liabilities, $810,160 in long-term debt, and a stockholders'
deficit of $6.78 million.

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

                   About Baby Fox International

Shanghai Minhang District, P.R.C.-based Baby Fox International,
Inc., is a Nevada corporation organized on August 13, 2007, by
Hitoshi Yoshida, a Japanese citizen, as a listing vehicle to
acquire Shanghai Baby Fox Fashion Co., Ltd.  The Company is a
growing specialty retailer, developer, and designer of
fashionable, value-priced women's apparel and accessories.  The
Company's products are aimed to target women aged 18 to 40 in
China.  The Baby Fox brand was initially registered in Italy in
May of 2003 and it is promoted as an international brand in China.

Friedman LLP, in Marlton, N.J., expressed substantial doubt about
the Company's ability as a going concern.  The independent
auditors noted of the Company's losses, negative cash flows from
operations and working capital deficiency.


BALQON CORPORATION: Posts $3 Million Net Loss in Q3 2010
--------------------------------------------------------
Balqon Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $3.0 million on $122,311 of revenue for
the three months ended September 30, 2010, compared with a net
loss of $616,699 on $780,158 of revenue for the same period of
2009.

As of September 30, 2010, the Company had a working capital
deficiency of $4.0 million and an accumulated deficit of
$15.8 million.

The Company's balance sheet at September 30, 2010, showed
$2.0 million in total assets, $6.4 million in total liabilities,
and a shareholders' deficit of $4.4 million.

Weinberg & Company, P.A., in Los Angeles, California, 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 experienced
recurring losses since inception and has an accumulated deficit.

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

               http://researcharchives.com/t/s?6f2a

Harbor City, Calif.-based Balqon Corporation develops, assembles
and markets heavy-duty electric vehicles, flux vector motor
controllers and heavy-duty electric drive systems.


BE AEROSPACE: S&P Assigns Rating to $750 Mil. Senior Loan
---------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'BBB' issue-level rating to BE Aerospace Inc.'s new and increased
senior secured $750 million ($350 million currently) revolving
credit facility maturing in 2015, two notches higher than the
corporate credit rating.  The recovery rating is '1', indicating
S&P's expectation of very high (90%-100%) recovery in a payment
default scenario.  The revolver will be used to fully repay the
outstanding $343 million term loan (initially $525 million), which
will be terminated at close; S&P will withdraw its ratings at that
time.  The balance of the revolver will be available for working
capital needs, acquisitions, and general corporate purposes.

"The ratings on Wellington, Fla.-based BE Aerospace reflect S&P's
expectations that improving commercial aerospace and airline
market conditions, the company's upward-trending earnings, and
contributions from acquisitions should result in appropriate
credit protection measures over the next couple of years, with
total debt to EBITDA and funds from operations to total debt
improving to below 3x and to 20%-30%, respectively," said Standard
& Poor's credit analyst Roman Szuper.  "The ratings on BE
Aerospace also take into account the company's position as the
largest manufacturer of aircraft cabin interior products and
distributor of fasteners and consumables, good profit margins,
free cash flow generation, and strong liquidity," Mr. Szuper
added.  S&P assesses BE Aerospace's business risk profile as fair
and its financial risk profile as significant.

                          Ratings List

                        BE Aerospace Inc.

      Corporate credit rating                 BB+/Stable/--

                            New Rating

                         BE Aerospace Inc.

            $750 mil sr secured revolving credit   BBB
            facility due 2015
             Recovery rating                       1


BIOLIFE SOLUTIONS: Posts $436,700 Net Loss in Sept. 30 Quarter
--------------------------------------------------------------
BioLife Solutions Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $436,732 on $524,892 of total revenue for
the three months ended Sept. 30, 2010, compared with a net loss of
$562,621 on $447,360 of total revenue for the same period a year
ago.

The Company's balance sheet at Sept. 30, 2010, showed
$1.29 million in total assets, $10.51 million in total
liabilities, and a stockholders' deficit of $9.22 million.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6ef5

Bothell, Washington-based BioLife Solutions, Inc. develops and
markets patented hypothermic storage and cryopreservation
solutions for cells, tissues, and organs, and provides contracted
research and development and consulting services related to
optimization of biopreservation processes and protocols.

                           *     *     *

According to the Troubled Company Reporter on April 8, 2010,
Peterson Sullivan LLP, in Seattle, Washington, in its March 30,
2010 report, said BioLife Solutions, Inc. has been unable to
generate sufficient income from operations to meet its operating
needs.  Additionally, the Company used $2.4 million in cash for
operating activities during the year ended December 31, 2009, and
has an accumulated deficit of $50 million at December 31, 2009.
"These conditions raise substantial doubt about the Company's
ability to continue as a going concern," the independent auditors
said.


BLACK RAVEN: Delays Filing of Third Quarter Report with SEC
-----------------------------------------------------------
Black Raven 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 it is still
completing and addressing certain disclosure issues to insure
adequate disclosure of information to be included in its quarterly
report.

Black Raven reported a net loss of $1.1 million on $88,000 of
revenue for the three months ended June 30, 2010, compared with a
net loss of $934,000 on $94,000 of revenue for the same period
last year.

At June 30, 2010, cash and cash equivalents totaled approximately
$6,000.  At June 30, 2010, the Company had a working capital
deficit of $704,000 compared to working capital of $750,000 at
December 31, 2009.  The Company had an accumulated deficit of
$36.9 million at June 30, 2010.

The Company's balance sheet at June 30, 2010, showed $12.3 million
in total assets, $19.7 million in total liabilities, and a
stockholders' deficit of $7.4 million.

                        About Black Raven

Denver, Colo.-based Black Raven Energy, Inc., formerly known as
PRB Energy, Inc., currently operates as an independent energy
company engaged in the acquisition, exploitation, development and
production of natural gas and oil in the Rocky Mountain Region of
the United States.  On February 2, 2009, in connection with its
emergence from bankruptcy, PRB Energy changed its corporate name
to Black Raven Energy, Inc.

On March 5, 2008, PRB Energy, Inc. and its subsidiaries filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code in the U.S. Bankruptcy Court for the District of Colorado.
On January 16, 2009, the Bankruptcy Court entered an order
confirming PRB Energy reorganization plan.  The Plan became
effective February 2, 2009.

As reported in the Troubled Company Reporter on April 14, 2010,
Deloitte & Touche LLP, in Denver, expressed substantial doubt
about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted of the
Company's recurring losses from operations and a stockholders'
deficit.


BLAST ENERGY: Posts $231,800 Net Loss in September 30 Quarter
-------------------------------------------------------------
Blast Energy Services, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $231,854 on $31,535 of revenue for
the three months ended September 30, 2010, compared to a net loss
of $304,187 on $63,298 of revenue for the same period last year.

The Company's balance sheet at June 30, 2010, showed $4.32 million
in total assets, $2.06 million in total liabilities, and
stockholders' equity of $2.26 million.

As reported in the Troubled Company Reporter on April 5, 2010,
GBH CPAs, PC, in Houston, 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 incurred a loss from continuing operations for the year
ended December 31, 2009, and has an accumulated deficit at
December 31, 2009.

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

               http://researcharchives.com/t/s?6f27

                       About Blast Energy

Based in Houston, Blast Energy Services, Inc. is an emerging
technology company in the energy sector and strives to assist oil
and gas companies in producing more economically.


BLOCKBUSTER INC: Wins Nod for Rothschild as Financial Advisor
-------------------------------------------------------------
The Bankruptcy Court authorized Blockbuster Inc. and its units to
employ Rothschild Inc. as their financial advisor and investment
banker in accordance with the terms and conditions set forth in
the parties' Engagement Letter.  Judge Lifland also approved the
indemnification provisions included in the Engagement Letter.

Judge Lifland ruled that notwithstanding anything to the contrary
in the Engagement Letter, the application, and the affidavits or
declarations supporting the application, to the extent that the
Debtors ask Rothschild to perform any services other than (i)
those detailed in the Engagement Letter, and (ii) the other
financial advisory and investment banking services directly
related to services detailed in the Engagement Letter, and
provided without additional fees in the Chapter 11 cases, the
Debtors will seek further application for an order for any of
those additional services.

Any sale of assets or sales of assets solely by going out of
business, store closing or other similar liquidation process will
not be a transaction or an event entitling Rothschild to a
Recapitalization Fee or M&A Fee, provided that a sale of the U.S.-
based assets, business or operations of the Company, substantially
as an entirety to an Acquirer, even in connection with a
liquidation process, pursuant to a sale or sales under Section 363
of the Bankruptcy Code, will entitle Rothschild to the
Recapitalization Fee or M&A Fee, as the case may be.

Under Section 6 of the Engagement Letter, Rothschild is entitled
to reimbursement by the Debtors for reasonable expenses incurred
in connection with the performance of its engagement under the
Engagement Letter to the extent reimbursable under the United
States Trustee's Guidelines and the standing orders of the Court,
except fees, disbursements and other charges of Rothschild's
counsel.  Rothschild will be compensated and reimbursed in
accordance with the terms of the Engagement Letter, as modified by
the Order, and all of Rothschild's compensation and reimbursement
of expenses will be subject to Section 328(a) of the Bankruptcy
Code, except as set forth in the Order.

As previously reported, the U.S. Trustee objected to the
reimbursement of Rothschild's legal fees and indemnification of
certain of Rothschild affiliates.

Judge Lifland also ruled that the U.S. Trustee retains all rights
to respond or object to Rothschild's interim and final
applications for compensation and reimbursement of expenses on all
grounds including reasonableness pursuant to Section 330 of the
Bankruptcy Code.  In the event the U.S. Trustee objects, the Court
retains the right to review the interim and final applications.

The limitation on Rothschild's liability provided in Section 2(c)
of the Engagement Letter will not apply to the extent it is
finally judicially determined by a court that the liability arose
out of Rothschild's own bad faith, breach of fiduciary duty, gross
negligence or willful misconduct.

All requests by Indemnified Parties for the payment of
indemnification as set forth in the Engagement Letter will be made
by means of an application to the Court and will be subject to
review by the Court to ensure that payment of the indemnity
conforms to the terms of the Engagement Letter and is reasonable
under the circumstances of the litigation or settlement in respect
of which indemnity is sought.

In the event an Indemnified Party seeks reimbursement from the
Debtors for attorneys' fees and expenses in connection with the
payment of an indemnity claim pursuant to the Engagement Letter,
the invoices and supporting time records from the attorneys will
be included in Rothschild's own applications, both interim and
final, and those invoices and time records will be subject to the
United States Trustee's Guidelines for compensation and
reimbursement of expenses, and the approval of the Court pursuant
to Sections 330 and 331 of the Bankruptcy Code without regard to
whether the attorneys have been retained under Section 327 of the
Bankruptcy Code and without regard to whether the attorneys'
services satisfy Section 330(a)(3)(C).
The Debtors have agreed to pay Rothschild in cash under this fee
structure:

  * Monthly Fee.  An advisory fee of $125,000 payable on Oct. 1,
    2010, and monthly thereafter.

  * New Capital Fee.  A new capital fee equal to these
    percentages of the gross cash proceeds of any new capital or
    refinancing capital raised:

    (a) 1.0% for all secured debt, including any DIP financing,
        but not including debt raised by Callidus secured
        exclusively by Canadian collateral;

    (b) 2.0% for all unsecured debt; and

    (c) 4.0% for any equity capital or hybrid capital raised.

    A New Capital Fee will not be earned with respect to any
    capital provided by Blockbuster's existing creditors or
    shareholders, including any reinstatement of existing debt
    on a consensual or non-consensual basis pursuant to a Plan
    or otherwise.  The New Capital Fee is payable upon the
    closing of the transaction by which the new capital is
    committed.  For the avoidance of doubt, the term "raised"
    includes the amount committed or otherwise made available to
    Blockbuster whether or not the amount, or any portion of it,
    is drawn down at closing or is ever drawn down and whether
    or not that amount, or any portion of it, is used to
    refinance existing obligations of Blockbuster.

  * Recapitalization Fee.  A recapitalization fee payable upon
    the consummation of a Recapitalization Transaction equal to
    $3,100,000.  Rothschild is entitled to only a single
    Recapitalization Fee if more than one Recapitalization
    Transaction is consummated.

  * M&A Fee.  A mergers and acquisitions fee, payable at the
    closing of any M&A Transaction, and based on a variable
    percentage of Aggregate Consideration that ranges from 1.75%
    of Aggregate Consideration of $100,000,000 to 0.70% of
    Aggregate Consideration of $1,000,000,000, with fees above
    and below the amounts agreed in good faith consistent with
    the schedule of fees in the Engagement Letter.  In the event
    that Blockbuster consummates multiple Transactions that
    constitute M&A Transactions, the M&A Fee will be determined
    on the aggregate consideration of the M&A Transactions.  No
    M&A Fee will be earned with respect to any transaction with
    or capital provided primarily or solely by Blockbuster's
    creditors or shareholders existing as of the Engagement
    Date.

                       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: Wins Nod for Deloitte as Tax Advisor
-----------------------------------------------------
The Bankruptcy Court authorized Blockbuster Inc. and its units to
employ Deloitte Tax LLP as their tax advisor under the terms and
conditions set forth in their engagement letters, nunc pro tunc to
the Petition Date.

All requests of Deloitte Tax for payment of indemnity pursuant to
the Engagement Letters will be made by application to the Court
and will be subject to review by the Court to ensure that payment
of the indemnity conforms to the terms of the Engagement Letters
and is reasonable based on the circumstances of the litigation or
settlement in respect of which indemnity is sought, provided, that
in no event will Deloitte Tax be indemnified in the case of its
own bad faith, self-dealing, breach of fiduciary duty, gross
negligence or willful misconduct.

Deloitte Tax will also not be entitled to reimbursement by the
Debtors for any fees, disbursements, or other charges of Deloitte
Tax's attorneys, other than those incurred in connection with a
request of Deloitte Tax for payment of indemnity.

Bankruptcy Judge Burton Lifland changed certain languages of the
Tax Advisory Services Engagement Letter.  Judge Lifland ruled that
the provision on the right of Deloitte Tax to terminate its
engagement if payment is not timely received is deleted with
respect to the termination of services performed by Deloitte Tax
for the Debtors prior to the effective date of any plan of the
Debtors in the Chapter 11 cases, among other changes.

Deloitte Tax will render these services:

  A. Tax Advisory Services.  Deloitte Tax will, among other
     things, advise the Debtors:

     -- in their work with their counsel and financial advisors
        on the tax effects of restructuring and bankruptcy and
        the post-restructuring tax profile, including plan of
        reorganization costs;

     -- regarding the restructuring and bankruptcy emergence
        process from a tax perspective, including the tax work
        plan;

     -- on the cancellation of debt income for income tax
        purposes under Section 108 of the Internal Revenue Code;

     -- advise the Debtors on post-bankruptcy tax attributes
        available under the applicable tax regulations and the
        reduction of attributes based on the Debtors' operating
        projections, including a technical analysis of the
        effects of Section 1.1502-28 of the Treasury Regulation
        and the interplay with Sections 108 and 1017 of the
        Internal Revenue Code; and

     -- on the potential effect of the Alternative Minimum Tax
        in various post-emergence scenarios; and

  B. Global Employer Tax Services.  Deloitte Tax will assist
     certain employees of the Debtors on international
     assignment with the preparation of their personal tax
     returns.

Subject to the Court's approval and pursuant to the terms of the
Engagement Letters, Deloitte Tax will be paid for the Tax Advisory
Services rendered in the Chapter 11 cases based on these agreed
hourly rates for those services:

      Personnel Classification      Rate
      ------------------------      ----
      Partner/Principal/Director    $550
      Senior Manager                $475
      Manager                       $425
      Senior Staff                  $325
      Staff                         $275

For its Global Employer Tax Services, Deloitte Tax will be paid
primarily on a fixed fee basis as specified in the applicable
Engagement Letter.  The Debtors will also reimburse Deloitte Tax
for its reasonable expenses.

                       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)

                       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: Committee Proposes FTI as Advisor
--------------------------------------------------
The Official Committee of Unsecured Creditors for Blockbuster Inc.
seeks the Bankruptcy Court's permission to retain FTI Consulting,
Inc., as its financial advisor, nunc pro tunc to October 5, 2010.

James W. Grudus, Esq., of AT&T Services, Inc., and co-chair of the
Creditors Committee, tells the Court that the Creditors Committee
needs assistance in collecting and analyzing financial and other
information in relation to the Debtors' Chapter 11 cases.  He
asserts that FTI has considerable experience with rendering
services to committees and other parties in numerous Chapter 11
cases.  Hence, he points out, FTI is qualified to perform the work
required in these cases.

As financial advisor, FTI will:

  -- assist in the review of reports or filings as required by
     the Bankruptcy Court or the Office of the United States
     Trustee;

  -- assist with the assessment and monitoring of the Debtors'
     short term cash flow, liquidity, operating results, and
     requirements under the DIP facility;

  -- review the Debtors' financial information;

  -- evaluate employee issues, including potential employee
     retention and severance plans;

  -- assist and advise the Creditors Committee regarding the
     Debtors' identification of core business assets and
     disposition of assets or liquidation of unprofitable
     operations;

  -- assist with the review of the Debtors' performance of
     cost/benefit evaluations with respect to the affirmation or
     rejection of various executory contracts and leases;

  -- assist in analyzing the Debtors' business plan, including
     assessment of revenue enhancement and cost saving
     opportunities, capital expenditures and liquidity;

  -- assist with review of any tax issues associated with
     claims/stock trading, preservation of net operating losses,
     refunds due to the Debtors, plans of reorganization, and
     asset sales;

  -- assist in the evaluation and analysis of avoidance actions,
     including fraudulent conveyances and preferential
     transfers;

  -- assist in the review and preparation of information and
     analyses necessary for the confirmation of a plan in the
     Chapter 11 proceedings;

  -- review and analyze DIP and exit financing, including
     collateral analysis and cash flow validation;

  -- attend at meetings and assist in discussions with the
     Debtors, potential investors, banks, other secured lenders,
     any other official committees, the U.S. Trustee, other
     parties-in-interest and professionals, as requested; and

  -- render other general business consulting or other
     assistance as the Creditors Committee or its counsel may
     deem necessary that are consistent with the role of a
     financial advisor and not duplicative of services provided
     by other professionals in the Chapter 11 proceedings.

FTI will be paid a fixed monthly compensation of $150,000 per
month, and a completion fee ranging from $500,000 to $750,000,
which amount will be subject solely to the consent of the
Creditors Committee.  The Completion Fee will be considered earned
and payable, subject to Court approval, upon confirmation of a
Chapter 11 plan of reorganization or liquidation.  FTI will also
be reimbursed of its actual expenses necessarily incurred in the
performance of its services.

Mr. Grudus informs Judge Lifland that FTI is not owed any amounts
with respect to prepetition fees and expenses.

FTI and its affiliates, and their past, present and future
directors, officers, shareholders, employees, agents and
controlling persons will be indemnified and held harmless by the
Debtors from and against all losses, claims, damages or
liabilities arising out of or related to its engagement as
financial advisor to the Creditors Committee.  The Indemnified
Parties will be reimbursed for any legal or other expenses they
reasonably incurred in respect of the engagement, provided that
the Debtors will have no liability for any loss, claim, damage or
liability, which is finally judicially determined to have resulted
primarily from the willful misconduct, gross negligence, bad faith
or self-dealing of any Indemnified Party.

Steven Simms, a senior managing director with FTI, assures the
Court that FTI is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

A hearing will be held on November 24, 2010, to consider the
application.  Objections are due on November 15.

                       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: Chapter 11 Filing Stays Class Suits, Appeals
-------------------------------------------------------------
Blockbuster Inc. continues to defend itself in 12 purported class
action lawsuits filed in various states, according to
Blockbuster's November 12, 2010, Form 10-Q filing for the quarter
ended October 3, 2010.

Blockbuster was a defendant in 12 lawsuits filed by customers in
nine states and the District of Columbia between November 1999 and
April 2001.  These putative class action lawsuits alleged common
law and statutory claims for fraud and deceptive practices and
unlawful business practices regarding the company's extended
viewing fee policies for customers, who chose to keep rental
product beyond the initial rental term.  Some of the cases also
alleged that the policies imposed unlawful penalties and resulted
in unjust enrichment for the company.

In January 2002, the 136th Judicial District Court of Jefferson
County, Texas, entered a final judgment approving a national class
settlement, known as the Scott settlement.  Under the approved
settlement, the company paid $9.25 million in plaintiffs'
attorneys' fees during the first quarter of 2005 and made
certificates available to class members for rentals and discounts
through November 2005.

One additional extended viewing fee case in the United States is
inactive and subject to dismissal pursuant to the Scott
settlement.

                         Cohen Case

One case, filed on Feb. 18, 1999, in the Circuit Court of Cook
County, Illinois, Chancery Division, Cohen v. Blockbuster, is not
completely resolved by the Scott settlement.

Marc Cohen, Uwe Stueckrad, Marc Perper and Denita Sanders assert
common law and statutory claims for fraud and deceptive practices,
unjust enrichment and unlawful penalties regarding Blockbuster's
extended viewing fee policies.  Those claims were brought against
Blockbuster, individually and on behalf of all entities doing
business as Blockbuster or Blockbuster Video.

Plaintiffs seek relief on behalf of themselves and other plaintiff
class members including actual damages, attorneys' fees and
injunctive relief.  By order dated April 27, 2004, the Cohen trial
court certified plaintiff classes for U.S. residents, who incurred
extended viewing fees and purchased unreturned videos between
February 18, 1994, and December 31, 2004, and who were not part of
the Scott settlement or who do not have a Blockbuster membership
with an arbitration clause.

In the same order, the trial court certified a defendant class
comprised of all entities that have done business in the United
States as Blockbuster or Blockbuster Video since February 18,
1994.

On August 15, 2005, the trial court denied Blockbuster's motion to
reconsider the trial court's certification of plaintiff classes.

On September 26, 2007, the Illinois Appellate Court remanded the
trial court's decision to certify plaintiff classes back to the
trial court for reconsideration of the motion to decertify
plaintiff classes.  Plaintiffs did not petition the Illinois
Supreme Court for leave to appeal.

On March 14, 2008, upon reconsideration the trial court granted
Blockbuster's motion to decertify plaintiff classes and
decertified both plaintiff and defendant classes.

Blockbuster's voluntary bankruptcy filing on September 23, 2010,
has automatically stayed the Cohen case.

                       Canadian Lawsuits

In addition, two putative class action lawsuits are pending
against Blockbuster in Canada.  William Robert Hazell filed an
action in the Supreme Court of British Columbia on August 24,
2001, against Viacom Entertainment Canada Inc., Viacom,
Blockbuster Canada Inc. and Blockbuster.  The case asserts claims
for unconscionability, violations of the trade practices act,
breach of contract and high handed conduct.  The relief sought
includes actual damages, disgorgement, and exemplary and punitive
damages.

Douglas R. Hedley filed an action in the Court of Queen's Bench,
Judicial Centre of Regina, in Saskatchewan on July 19, 2002.  The
case asserts claims of unconscionability, unjust enrichment,
misrepresentation and deception, and seeks recovery of actual
damages of $3 million, disgorgement, declaratory relief, punitive
and exemplary damages of $1 million and attorneys' fees.

                        Facebook Action

Blockbuster is a defendant in one remaining lawsuit arising out of
the Blockbuster and Facebook Web sites.  On August 12, 2008, Sean
Lane, Mohannaed Sheikha, Sean Martin, Ali Sammour, Mohammaed
Zidan, Sara Karrow, Colby Henson, Denton Hunker, Firas Sheikha,
Hassen Sheikha, Linda Stewart, Tina Tran, Matthew Smith, Erica
Parnell, John Conway, Austin Muhs, Phillip Huerta, Alicia Hunker,
and Megan Lynn Hancock, a minor, through her parent Rebecca Holey,
filed a putative class action complaint under the Video Privacy
Protection Act of 1988, the Electronic Communications Privacy Act,
the Computer Fraud and Abuse Act, California's Consumer Legal
Remedies Act, and California's Computer Crime Law in the United
States District Court for the Northern District of California.

Plaintiffs assert claims against Facebook, Inc., Blockbuster Inc.,
Fandango, Inc., Hotwire, Inc., STA Travel, Inc., Overstock.com,
Inc., Zappos .com, Inc., Gamefly, Inc., and John Does 1-40,
corporations.  Plaintiffs are purporting to act on behalf of every
Facebook member, who visited one or more of Facebook's affiliates'
Web sites and engaged in activities that triggered the Facebook
affiliates' Web sites to communicate with Facebook regarding the
activity from November 6, 2007, to December 5, 2007.

Plaintiffs assert that Blockbuster violated the VPPA, ECPA, and
CFAA by allegedly violating the plaintiffs' privacy through their
activities on the Blockbuster and Facebook Web sites.  Plaintiffs
seek class certification, injunctive and equitable relief,
statutory damages, attorneys' fees, and costs.

On March 17, 2010, the court approved a settlement on behalf of
the putative class of plaintiffs.  The settlement is funded and
supported by Facebook and requires no contribution from
Blockbuster.  On May 27, 2010, the court entered final judgment
dismissing the case with prejudice.

In June 2010, several separate appeals of the final judgment were
filed by persons objecting to the terms of the settlement.

On September 28, 2010, the United States Court of Appeals for the
Ninth Circuit issued an order staying the appeals as to defendant
Blockbuster only due to the Debtors' bankruptcy filing.

                         Dufrain Case

On September 30, 2008, Ellen Dufrain filed a putative class action
against Blockbuster in the Superior Court of Los Angeles County,
California, alleging failure to fully reimburse California-based
managers for work expenses and unfair business practices.
Plaintiff seeks class certification, unpaid work expenses, an
accounting, injunctive relief, declaratory relief, equitable
relief, interest, costs, and attorney's fees.

On March, 9, 2010, plaintiff filed an amended complaint adding a
new claim for statutory penalties.  On April 8, 2010, Blockbuster
removed the case to the United States District Court for the
Central District of California.  On May 17, 2010, the case was
remanded back to the Superior Court of Los Angeles County,
California.

By order dated September 8, 2010, the trial court certified two
classes, one class of all California-based store-level management
employees employed from September 30, 2004, through the date of
judgment to whom Blockbuster failed to fully reimburse mileage
expenses for the use of their personal vehicle while performing
company business, and another class of those who were subjected to
unlawful, unfair or fraudulent business acts or practices.
Blockbuster's bankruptcy filing stayed the case.

                        Appeals Stayed

The United States Court of Appeals, Federal Circuit, stayed two
appeals against Blockbuster Inc., et al., due to Blockbuster's
bankruptcy filing, according to Leagle.com.

The two actions are:

  -- American Patent Development Corporation, LLC,
     Plaintiff-Appellant, v. Movielink, LLC and Blockbuster,
     Inc., Defendants-Appellees, Case No. 2010-1554; and

  -- Media Queue, LLC, Plaintiff-Appellant, v. Netflix, Inc.,
     Defendant-Cross Appellant, and Blockbuster, Inc.,
     Defendant-Appellee, and Greencine Holdings, LLC, Defendant,
     Case Nos. 2010-1199, 2010-1344.

The briefing schedule is stayed, and the Appellees are directed to
file a status report with the Appellate Court every 90 days
concerning the status of the bankruptcy proceedings and whether
the automatic stay under Section 362 of the Bankruptcy Code is
lifted.

The Appellate Court also ruled that any other party may file a
status report or respond to a status report.

                       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: To Hire 4,000 Employees to Meet Holiday Needs
--------------------------------------------------------------
Blockbuster Inc. plans to hire approximately 4,000 seasonal
employees to staff its Blockbuster stores nationwide this holiday
season, according to a company statement dated October 29, 2010.

In previous holiday seasons, the company has hired thousands of
employees to help shoppers find the right movie, game or
merchandise for renting or gift-giving.

Blockbuster is a popular destination during the holidays for
renting and buying movies, as well as for Christmas shopping.
According to Craig Mabrey, director of recruiting for Blockbuster,
what differentiates Blockbuster from its retail and industry
competition is the focus on hiring and training associates, who
love movies and games and can give knowledgeable recommendations
based on specific needs and interests.

"We know the holiday season is our busiest and we plan to hire
thousands of new employees in preparation for another busy
shopping season in our stores," Mr. Mabrey said in the statement.

Historically, customer traffic increases the week leading to
Thanksgiving and the momentum continues through the New Year,
peaking the week between Christmas and New Year's Day.  The last
two weeks of the year and first week of the new year are often the
busiest.  Hiring additional holiday staff plays an integral part
in providing an enjoyable in-store experience for Blockbuster
customers during this time.  During the non-holiday period,
Blockbuster employs approximately 25,500 employees in the United
States of America.

                       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)


BNA SUBSIDIARIES: Proofs of Claim Must Be Filed By Dec. 13
----------------------------------------------------------
With limited exceptions, the Honorable Brendan L. Shannon directs
creditors of BNA Subsidiaries, LLC, holding claims arising prior
to Sept. 23, 2010, to file their proofs of claim by Dec. 13, 2010.
Claim forms are available at http://www.loganandco.com/and claim
forms must be delivered to Logan & Company, LLC.

                           About BNA

Bureau of National Affairs is an independent publisher of
information and analysis products for professionals in business
and government.  Petersborough, New Hampshire-based BNA
Subsidiaries, LLC -- aka G-2 Reports, et al. -- was formed on
January 1, 2009, through the merger of Kennedy Information, Inc.,
which was acquired by BNA in 2000, and the Institute of Management
and Administration, Inc. (or IOMA), which was acquired in 1997.

BNA Subsidiaries filed for Chapter 11 bankruptcy protection on
September 23, 2010 (Bankr. D. Del. Case No. 10-13087).  Marion M.
Quirk, Esq., and Norman L. Pernick, Esq., at Cole, Schotz, Meisel,
Forman & Leonard, assist the Debtor in its restructuring effort.
The Debtor estimated its assets and debts at $1 million to
$10 million.


BRIGHTSTAR INC: S&P Assigns 'BB-' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB-'
corporate credit rating on Miami-based wireless devices
distributor Brightstar Inc.  The outlook is stable.

At the same time, S&P assigned a 'BB-' issue-level rating (the
same as the corporate credit rating) and a recovery rating of '4'
to the company's proposed $250 million senior unsecured notes.
The '4' recovery rating indicates S&P's expectation of average
(30%-50%) recovery for lenders in the event of a payment default.

"S&P expects strong revenue growth and flat-to-slightly improved
margins through 2011," said Standard & Poor's credit analyst
Joseph Spence, "supported by Brightstar's supply-chain management
services business." In addition, S&P expects adjusted trailing
leverage to remain in the high-4x area (high-3x area excluding
preferred) through early 2011, as increased working capital
expansion-related borrowings for revenue growth is partially
offset by modest EBITDA growth.  This is a key rating support,
given Brightstar's narrow wireless devices focus and low
distributor-like operating margins.


CABLEVISION SYSTEMS: Rainbow Spin-Off Won't Affect Moody's Rating
-----------------------------------------------------------------
Moody's Investors Service said Cablevision Systems Corporation's
Ba2 Corporate Family Rating and SGL1 rating, along with ratings of
company's subsidiaries including CSC Holdings, LLC and Newsday,
LLC, will not be affected by the potential leveraged spin-off of
Rainbow Media Holdings, LLC to the firm's shareholders.  At this
time the impact to Rainbow National Services, LLC's (Rainbow) Ba2
CFR and SGL1 ratings are uncertain, pending the proposed structure
of the debt financing and impact on leverage.  For more
information, please refer to www.moodys.com.

The last rating action on Cablevision was on April 12, 2010, when
Moody's upgraded the company's speculative grade liquidity rating
to SGL-1 from SGL-2 and changed the rating outlook to positive
from stable.  The last rating action on Rainbow was May 20, 2009,
when Moody's upgraded the company's CFR and PDR to Ba2 from Ba3
and speculative grade liquidity rating to SGL-1 from SGL-2.
Moody's also upgraded Rainbow's senior secured bank credit
facilities to Ba1 from Ba2, senior unsecured notes to Ba3 from B1
and senior subordinate notes to B1 from B2.

Headquartered in Bethpage, New York, Cablevision Systems
Corporation is predominantly a domestic cable TV multiple system
operator serving more than 3 million subscribers in and around the
New York metropolitan area.  Among other entertainment- and media-
related business ventures, the company also owns and distributes
programming to cable television and direct broadcast satellite
providers throughout the United States through its Rainbow
National Services subsidiary.


CANO PETROLEUM: Posts $4.56 Million Net Loss for Sept. 30 Quarter
-----------------------------------------------------------------
Cano Petroleum Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $4.56 million on $6.24 million of total
operating revenues for the three months ended Sept. 30, 2010,
compared with a net loss of $3.56 million on $4.93 million of
total operating revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed
$258.64 million in total assets, $127.59 million in total
liabilities, and stockholders' equity of $131.05 million.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6ef4

                       About Cano Petroleum

Based in Forth Worth, Texas, Cano Petroleum, Inc. --
http://www.canopetro.com/-- is an independent Texas-based energy
producer with properties in the mid-continent region of the United
States.  Cano's primary focus is on increasing domestic production
from proven fields using enhanced recovery methods.  Cano trades
on the NYSE Amex Stock Exchange under the ticker symbol CFW.

As reported by the Troubled Company Reporter on September 28,
2010, the Company said if it is unable to successfully execute one
of its strategic alternatives, restructure its existing
indebtedness, obtain further waivers or forbearance from its
existing lenders or otherwise raise significant additional
capital, it is unlikely that it will be able to meet its
obligations as they become due and to continue as a going concern.
As a result, the Company will likely file for bankruptcy or seek
similar protection.  Moreover, it is possible that the Company's
creditors may seek to initiate involuntary bankruptcy proceedings
against it or against one or more of its subsidiaries, which would
force it to make a defensive voluntary filing of its own.


CARA OPERATIONS: S&P Assigns 'BB-' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' long-term
corporate credit rating to Toronto-based restaurant operator and
franchisor Cara Operations Ltd.  The outlook is stable.  At the
same time, S&P assigned its 'BB-' issue-level rating and '4'
recovery rating to the company's proposed C$200 million senior
secured second-lien notes.  A recovery rating of '4' indicates
S&P's expectation of average (30%-50%) recovery in the event of
default.

"The ratings on Cara reflect what S&P views as the company's
aggressive financial risk profile, with high debt leverage and
thin cash flow coverage pro forma for the new financing," said
Standard & Poor's credit analyst Donald Marleau.  "That said, S&P
believes the company has a fair business risk profile, with a
relatively attractive portfolio of restaurant banners in Canada,"
Mr. Marleau added.  The privately held company does not release
its financial statements publicly.

Cara is a 127-year old family-owned company that operates and
franchises five restaurant brands in Canada.  The company has
narrowed its focus meaningfully in recent years, selling
businesses like food distribution, airline catering and logistics,
and noncore restaurant holdings, while shifting the strategic and
operating position for its remaining brands.  Cara now emphasizes
a franchise model for lower-cheque brands and corporate ownership
for higher-cheque brands, while centralizing key support
functions.

The company's fair business risk profile is supported by the good
market position of its brands in the competitive, fragmented, and
cyclical restaurant industry.  Cara operates four of the top 10
full-service restaurant chains in Canada and the fourth-largest
quick-service hamburger chain, thereby covering a broad spectrum
of market segments.  On the other hand, the diversity of its
operations is weak, with more than two-thirds of its restaurants
in Ontario, though S&P believes that this enhances its growth
prospects in faster-growing western Canada where its banners have
lower penetration.

Cara's historical profitability has been weak for the rating, but
is only somewhat indicative of future earnings performance because
of major changes recently in its asset portfolio, as well as the
shift in the business model for its existing assets.

The stable outlook is predicated on Cara generating profitability
that enables the company to remain discretionary cash flow
positive, thus preserving stable reported debt levels as it
undertakes its strategic shift.  As such, S&P believes that
reported EBITDA interest coverage above 2.5x should provide
adequate flexibility to execute its growth capital expenditures
while preserving a static financial risk profile on a reported and
adjusted basis.  Downward pressure on the rating would likely
ensue from reported EBITDA interest coverage below 2x, likely
coinciding with weaker earnings, higher debt service costs, and a
sustained discretionary cash burn.  On the other hand, S&P could
raise the rating if earnings growth accelerates, increasing
reported EBITDA interest coverage to 3.0x-3.5x while maintaining
fully adjusted debt leverage below 6.0x.


CASEY SULLIVAN: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Casey S. Sullivan
                 fka Casey B Sullivan
                 dba Columbia Funding
                 aka Terri Court Condominiums LLC
               Stephanie F. Sullivan
               6756 266th Ct SE
               Issaquah, WA 98029

Bankruptcy Case No.: 10-23806

Chapter 11 Petition Date: November 16, 2010

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Marc Barreca

Debtors' Counsel: Jamie J. McFarlane, Esq.
                  RESOLVE LEGAL PLLC
                  720 Olive Wy Ste 1000
                  Seattle, WA 98101
                  Tel: (206) 624-0123
                  E-mail: jamie@resolvelegal.com

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

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/wawb10-23806.pdf


CB HOLDING: DIP Financing, Cash Collateral Use Gets Interim Okay
----------------------------------------------------------------
CB Holding Corp., et al., sought and obtained interim
authorization from the Hon. Kevin J. Carey of the U.S. Bankruptcy
Court for the District of Delaware to obtain postpetition secured
financing from Ableco Finance LLC, Wells Fargo Capital Finance,
Inc., and GMAC Commercial Finance LLC nka Ally Commercial Finance
LLC, and to use the cash collateral.

The DIP lenders have committed to provide up to $2.5 million.

The DIP facility will mature on January 19, 2011.

The DIP facility will incur interest at Prime plus 4% for Loans
under the Postpetition Financing.

Christopher M. Samis, Esq., of Richards, Layton & Finger, P.A.,
explains that the Debtors need the DIP financing to fund their
Chapter 11 case, pay suppliers and other parties.

The Postpetition Indebtedness would constitute superpriority
claims with priority in payment over any and all administrative
expenses.  As security for the postpetition indebtedness, the
Lenders would be granted valid and perfected senior security
interests in, and liens on, all assets of the Debtors.

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

In exchange for cash collateral use, the Debtors will grant the
prepetition lenders valid and perfected replacement liens on all
of the Debtors' right, title, and interest in, to, and under the
collateral.  The prepetition lenders would also be granted
superpriority claims, junior only to the superpriority claims
granted to the lenders in respect of the postpetition financing
and carve-out.

The final hearing on the Debtors' request for court approval to
obtain DIP financing and use the cash collateral is set for
December 8, 2010, at 10:30 a.m.

                            Milestones

Dow Jones' Small Cap reports under the loan's terms, CB Holding
must have a signed offer for its business by Nov. 30, subject that
offer to competing bids at an auction held by Jan. 24, 2011, and
win court approval of the winning bid by Feb. 3.

                         About CB Holding

New York-based CB Holding Corp. own and operate the Charlie
Brown's Steakhouse, Bugaboo Steak House, and The Office Beer Bar &
Grill.  The Company currently operates 20 Charlie Brown's
Steakhouse, 12 Bugaboo Creek Steak House and seven The Office.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on November 17, 2010 (Bankr. D. Del. Case No. 10-
13683).  Christopher M. Samis, Esq., and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., assist the Debtors in their
restructuring effort.  The Garden City Group, Inc., is the
Debtors' notice, claims and solicitation agent.  CB Holding
estimated its assets at $100 million to $500 million and debts at
$50 million to $100 million.


CB HOLDING: Gets OK to Hire Garden City as Notice & Claims Agent
----------------------------------------------------------------
CB Holding Corp., et al., sought and obtained authorization from
the Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware to employ The Garden City Group, Inc., as
notice, claims and solicitation agent.

Garden City will, among other things:

     a. prepare and serve a variety of documents on behalf of the
        Debtors in their Chapter 11 cases;

     b. maintain an official claims register in the Debtors'
        Chapter 11 cases by docketing proofs of claim and proofs
        of interest in a database;

     c. provide access to the public for examination of copies of
        the proofs of claim and proofs of interest filed in the
        Debtors' Chapter 11 cases; and

     d. act as a balloting agent.

Garden City will be paid based on the rates of its professionals:

        Administrative & Data Entry                    $45-$55
        Mailroom and Claims Control                      $55
        Customer Service Representatives                 $57
        Project Administrators                         $70-85
        Quality Assurance Staff                        $80-$125
        Project Supervisors                            $95-$110
        Systems & Technology Staff                    $100-$200
        Graphic Support for web site                     $125
        Project Managers                              $125-$175
        Directors, Sr. Consultants and Assistant VP   $200-$295
        Vice President and above                         $295

Garden City will charge $310 per hour for the expert services
provided by Vice President Jeff Stein in connection with
solicitation and tabulation.

A copy of the Service Agreement with Garden City is available for
free at http://bankrupt.com/misc/CB_HOLDING_claimsagentpact.pdf

Emily S. Gottlieb, Garden City's senior director, assured the
Court that the firm is a "disinterested person" as that term
defined in Section 101(14) of the Bankruptcy Code.

                         About CB Holding

New York-based CB Holding Corp. own and operate the Charlie
Brown's Steakhouse, Bugaboo Steak House, and The Office Beer Bar &
Grill.  The Company currently operates 20 Charlie Brown's
Steakhouse, 12 Bugaboo Creek Steak House and seven The Office.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on November 17, 2010 (Bankr. D. Del. Case No. 10-
13683).  Christopher M. Samis, Esq., and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., assist the Debtors in their
restructuring effort.  CB Holding estimated its assets at $100
million to $500 million and debts at $50 million to $100 million.


CHINA LOGISTICS: Earns $1.7 Million in September 30 Quarter
-----------------------------------------------------------
China Logistics Group, Inc., filed its quarterly report on Form
10-Q, reporting net income of $1.7 million on $6.9 million of
sales for the three months ended September 30, 2010, compared with
net income of $253,759 on $5.8 million of sales for the same
period last year.  The increase in net income for the quarter was
mainly due to $1.6 million of other income, partially offset by a
$234,797 reduction in operating income.

Net income totaled $696,060 for the first nine months of 2010
compared to the net income of $3.4 million for the same period of
2009.  The Company reported a loss from operations of $422,687 for
the first nine months of 2010, compared to a loss of $54,335 for
the same period of 2009.

The Company's balance sheet at September 30, 2010, showed
$8.2 million in total assets, $6.4 million in total liabilities,
and stockholders' equity of $1.8 million.

As reported in the Troubled Company Reporter on April 21, 2010,
Lake & Associates CPA's LLC expressed substantial doubt about the
Company's ability to continue as a going concern, based on the
Company's recurring losses from operations, limited working
capital, an accumulated deficit and the Company's ability to pay
disgorgement to the Securities and Exchange Commission if it
prevails in its case against the Company.

The Securities and Exchange Commission is seeking disgorgement
from the Company of $1,078,490 and this amount has not been
accrued as of December 31, 2009.  The SEC's motion alleged that as
a result of a fraudulent arrangement between the Company and Mr.
David Aubel, previously the Company's largest shareholder and
formerly a consultant to the Company, he was permitted to convert
his loans to the Company's common stock at $0.01 per share which
allowed the Company to benefit by writing off $931,000 in debt it
owed to Mr. Aubel.

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

               http://researcharchives.com/t/s?6f24

                      About China Logistics

Based in Shanghai, China Logistics Group, Inc. (OTC BB: CHLO) is a
Florida corporation doing business in China through its 51%
ownership in its subsidiary Shandong Jiajia International Freight
& Forwarding Co., Ltd.  Established in 1999, Shandong Jiajia is an
international freight forwarder and logistics manager located in
China.  Shandong Jiajia acts as an agent for international freight
and shipping companies.  It sells cargo space and arranges land,
maritime, and air international transportation for clients seeking
primarily to export goods from China.

Shandong JiaJia has branch offices in major seaport cities in
China including Shanghai, Qingdao, Xiamen, and Lianyungang.


CHINA TEL: Posts $1.9 Million Net Loss in September 30 Quarter
--------------------------------------------------------------
China Tel Group Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $1.93 million on $270,298 of revenues for
the three months ended Sept. 30, 2010, compared with a net loss of
$12.29 million on $258,528 of revenues for the same period a year
ago.

The Company's balance sheet at Sept. 30, 2010, showed
$8.69 million in total assets, $9.84 million in total liabilities,
and a stockholders' deficit of $1.14 million.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6ef3

Mendoza Berger & Company, LLP, in Irvine, Calif., 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 a net
loss of $56.0 million for 2009, cumulative losses of
$165.4 million since inception, a negative working capital of
$68.8 million and a stockholders' deficit of $63.2 million, and
that the Company's viability is dependent upon its ability to
obtain future financing and the success of its future operations.

                         About China Tel

Based in San Diego, California, and Shenzhen, China, China Tel
Group, Inc. (OTC BB: CHTL) -- http://www.ChinaTelGroup.com/--
provides high speed wireless broadband and telecommunications
infrastructure engineering and construction services.  Through its
controlled subsidiaries, the Company provides fixed telephony,
conventional long distance, high-speed wireless broadband and
telecommunications infrastructure engineering and construction
services.  ChinaTel is presently building, operating and deploying
networks in Asia and South America: a 3.5GHz wireless broadband
system in 29 cities across the People's Republic of China with and
for CECT-Chinacomm Communications Co., Ltd., a PRC company that
holds a license to build the high speed wireless broadband system;
and a 2.5GHz wireless broadband system in cities across Peru with
and for Perusat, S.A., a Peruvian company that holds a license to
build high speed wireless broadband systems.


CLAIRE'S STORES: Bank Debt Trades at 12% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Claire's Stores,
Inc., is a borrower traded in the secondary market at 88.38 cents-
on-the-dollar during the week ended Friday, November 19, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 1.13
percentage points from the previous week, The Journal relates.
The Company pays 275 basis points above LIBOR to borrow under the
facility.  The bank loan matures on May 29, 2014, and carries
Moody's Caa2 rating and Standard & Poor's B- rating.  The loan is
one of the biggest gainers and losers among 186 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Claire's Stores, Inc. -- http://www.clairestores.com/-- operates
as a specialty retailer of fashion accessories and jewelry for
preteens and teenagers, as well as for young adults in North
America and internationally.  It offers jewelry products that
comprise costume jewelry, earrings, and ear piercing services; and
accessories, including fashion accessories, hair ornaments,
handbags, and novelty items.

Based in Pembroke Pines, Florida, Claire's Stores operates under
two brands: Claire's(R), which operates worldwide and Icing(R),
which operates only in North America.  As of January 31, 2009,
Claire's Stores, Inc., operated 2,969 stores in North America and
Europe.  Claire's Stores, Inc., also operates through its
subsidiary, Claire's Nippon, Co., Ltd., 213 stores in Japan as a
50:50 joint venture with AEON, Co., Ltd.  The Company also
franchises 198 stores in the Middle East, Turkey, Russia, South
Africa, Poland and Guatemala.

The Company's balance sheet at July 31, 2010, showed $2.76 billion
in total assets, $2.641 billion in total liabilities, and a
stockholders' deficit of $62.33 million

The Company incurred a net loss of $8.34 million in the three
months ended July 31, 2010, compared with a net loss of
$3.73 million in the three months ended August 1, 2009.


CLEAR CHANNEL: Bank Debt Trades at 20% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 80.28 cents-on-the-dollar during the week ended Friday,
November 19, 2010, according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  This represents a
drop of 0.80 percentage points from the previous week, The Journal
relates.  The Company pays 365 basis points above LIBOR to
borrow under the facility.  The bank loan matures on January 30,
2016, and carries Moody's Caa1 rating and Standard & Poor's CCC
rating.  The loan is one of the biggest gainers and losers among
186 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                        About Clear Channel

Clear Channel Communications, Inc. -- http://www.clearchannel.com/
-- is a diversified media company with three primary business
segments: radio broadcasting, outdoor advertising and live
entertainment.  Clear Channel Communications is the operating
subsidiary of San Antonio, Texas-based CC Media Holdings, Inc.

Clear Channel carries a 'Caa2' corporate family rating from
Moody's Investors Service.

Clear Channel Capital I, LLC, the parent of Clear Channel
Communications, disclosed assets of $17.286 billion, total debts
of $24.495 billion, and a member's deficit of $7.209 billion at
June 30, 2010.  Clear Channel reported a net loss of $364.92
million on $2.753 billion of revenue for six months ended June 30,
2010.


COMPLIANCE SYSTEMS: Posts $486,000 Net Loss in Sept. 30 Quarter
---------------------------------------------------------------
Compliance Systems Corporation filed its quarterly report on Form
10-Q, reporting a net loss of $486,047 on $298,233 of revenues for
the three months ended Sept. 30, 2010, compared with a net loss of
$310,530 on $329,832 of revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed
$1.46 million in total assets, $5.03 million in total
liabilities, and a stockholders' deficit of $3.56 million.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6ef1

                     About Compliance Systems

Headquartered in Glen Cove, New York, Compliance Systems
Corporation operates its principal businesses through two of its
subsidiaries, Call Compliance, Inc. and Execuserve Corp.

Call Compliance helps telemarketing operators ensure compliance in
the highly regulated, strictly enforced Do-Not-Call and other
telemarketing guidelines environment.  Execuserve provides
organizations, who are hiring employees, with tests and other
evaluation tools and services to assess and compare job
candidates.


CONCENTRA INC: Moody's Gives Stable Outlook, Affirms 'B2' Rating
----------------------------------------------------------------
Moody's Investors Service changed the outlook of Concentra Inc. to
stable from negative and affirmed the company's B2 corporate
family and probability of default ratings.  Moody's also affirmed
the company's Ba3 first lien credit facilities' ratings and Caa1
second lien term loan rating.

These rating actions were taken:

* Corporate family rating, affirmed at B2;

* Probability of default rating, affirmed at B2;

* $75 million revolving credit facility, due 2013, affirmed at Ba3
  (LGD3, 30%);

* $330 million ($311 million outstanding) first lien term loan,
  due 2014, affirmed at Ba3 (LGD3, 30%);

* $155 million ($152 million outstanding) second lien term loan,
  due 2015, affirmed at Caa1.  LGD assessment changed to LGD5, 80%
  from LGD5, 81%.

The change in the outlook to stable from negative reflects the
expectation that the company continues to generate solid cash flow
and deleverage its balance sheet.  In addition, Moody's anticipate
the company's same center revenue growth to increase year-over-
year in fiscal 2010 and 2011 as the economy slowly recovers.  The
stable outlook does not consider any incremental increase in
leverage or change in balance sheet management.

Concentra's B2 corporate family rating reflects the company's
geographic diversity and broad customer base.  However, the rating
also considers Concentra's high leverage with debt to EBITDA of
over 5 times and high exposure to business cycles.

Given the company's current debt leverage and the cyclical nature
of its business profile, Moody's do not foresee upgrading the
rating in the intermediate term.  However, if the company's
leverage declines below 4 times on a sustainable basis and the
company maintains adequate unrestricted cash balances, the ratings
could be upgraded.

The rating outlook could be changed to negative if the company's
revenue growth stagnates, cash flow generation turns negative,
and/or debt leverage approaches 6 times.  The ratings could be
downgraded if Moody's project the company to be unable to comply
with the covenants governing its credit facilities such that it
will not have access to its $75 million revolving credit facility.

The last rating action on Concentra was taken on July 20, 2009
when the company's first lien credit facilities were upgraded to
Ba3 and corporate family rating affirmed at B2.

Concentra Inc., based in Addison, Texas, is a national provider of
occupational medicine, urgent care, physical therapy and wellness
services.  The company provides comprehensive services to
injured/ill patients and their employers through 308 medical
centers and 245 employer workplace health clinics located across
40 states.  Concentra also provides bill review and case
management services to the auto injury market through its Auto
Injury Solutions unit.  The company is owned by Welsh, Carson,
Anderson & Stowe, a New York-based private equity firm, and other
investors.  Concentra had revenues of about $787 million for the
trailing twelve months ended September 30, 2010.


CONFORCE INT'L: Posts $114,158 Net Loss in Sept. 30 Quarter
-----------------------------------------------------------
Conforce International Inc. filed its quarterly report on Form
10-Q, reporting a net loss of $114,158 on $55,719 of composite
product revenue for the three months ended Sept. 30, 2010,
compared with a net loss of $96,772 on $287,636 of revenue for the
same period a year earlier.

The Company's balance sheet at Sept. 30, 2010, showed
$749,824 in total assets, $2.01 million in total liabilities, and
a shareholders' deficiency of $1.26 million.

As reported in the Troubled Company Reporter on July 19, 2010,
BDO Canada LLP, in Markham, Ontario, expressed substantial doubt
about the Company's ability to continue as a going concern,
following the Company's results for the fiscal year ended
March 31, 2010.  The independent auditors noted that the Company
has incurred recurring losses and its ability to continue as a
going concern will depend on its ability to generate positive cash
flows from operations or secure additional financing.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6ef0

                   About Conforce International

Headquartered in Concord, Ontario, Conforce International, Inc.,
has two operations, the first is providing handling, storage and
transportation of overseas containers for international shipping
lines as well as domestic retailers through its 50.1% owned
subsidiary Conforce 1 Container Terminals Inc.  The second is the
development and testing of a polymer based composite shipping
container flooring product trademarked under the name EKO-FLOR
through its 100% owned subsidiary Conforce Containers Corporation.
The composite flooring product has been designed to provide an
environmentally friendly product to increase container versatility
while reducing shipping costs.

The Company was incorporated on May 18, 2004, in the state of
Delaware as Now Marketing Corp. and was renamed on May 25, 2005,
to Conforce International Inc.


CONQUEST PETROLEUM: Incurs $2.3 Million Net Loss in Sept. 30 Qtr.
-----------------------------------------------------------------
Conquest Petroleum Incorporated filed its quarterly report on Form
10-Q, reporting a net loss of $2.31 million on $430,007 of total
revenues for the three months ended Sept. 30, 2010, compared with
a net loss of $4.33 million on $202,214 of total revenues for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed
$2.48 million in total assets, $27.31 million in total
liabilities, and a stockholders' deficit of $24.82 million.

As reported in the Troubled Company Reporter on August 5, 2010,
M&K CPAS, PLLC, in Houston, 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 insufficient working capital and recurring losses from
operations.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6f01

                     About Conquest Petroleum

Spring, Tex.-based Conquest Petroleum Incorporated (OTC BB: CQPT)
-- http://www.conquestpetroleum.com/-- is an independent oil and
natural gas company engaged in the production, acquisition and
exploitation of oil and natural gas properties geographically
focused on the onshore United States.  The Company's operational
focus is the acquisition, through the most cost effective means
possible, of production or near production of oil and natural gas
field assets.  The Company's areas of operation include Louisiana
and Kentucky.


CONSOLIDATED CAPITAL: Posts $132,000 Net Loss in Sept. 30 Quarter
-----------------------------------------------------------------
Consolidated Capital Properties III filed its quarterly report on
Form 10-Q, reporting a net loss of $132,000 on $341,000 of total
revenues for the three months ended Sept. 30, 2010, compared with
a net loss of $114,000 on $355,000 of total revenues for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed
$1.90 million in total assets, $8.21 million in total
liabilities, and a stockholders' deficit of $6.31 million.

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

As reported in the Troubled Company Reporter on April 12, 2010,
Ernst & Young LLP, in Greenville, S.C., expressed substantial
doubt about the Partnership's ability to continue as a going
concern, following its 2009 results.  The independent auditors
noted that the Partnership Agreement provides for the Partnership
to terminate December 31, 2010.

                    About Consolidated Capital

Greenville, S.C.-based Consolidated Capital Properties III owns a
99% limited partnership interest in Concap Village Green
Associates, Ltd., a Texas limited partnership, which owns Village
Green Apartments, a 164-unit apartment complex located in
Altamonte Springs, Florida.


CORPORATE WOODS: Case Summary & 27 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Corporate Woods, LLC
        501 Locust Street, Suite 215
        Des Moines, IA 50309

Bankruptcy Case No.: 10-05563

Chapter 11 Petition Date: November 17, 2010

Court: U.S. Bankruptcy Court
       Southern District of Iowa (Des Moines)

Judge: Anita L. Shodeen

Debtor's Counsel: Jerrold Wanek, Esq.
                  835 Insurance Exchange Building
                  505 Fifth Avenue
                  Des Moines, IA 50309
                  Tel: (515) 243-1249
                  Fax: (515) 244-4471
                  E-mail: wanek@dwx.com

Estimated Assets: $10,000,001 to $50,000,000

Estimated Debts: $0 to $50,000

The petition was signed by Daniel Stanbrough, manager.

Debtor's List of 27 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Waste Connections, Inc.            --                           $1
4705 NE 22nd Street
Des Moines, IA 50313

Baker Group                        --                           $1
4224 Hubbell Avenue
Des Moines, IA 50317

Block, Lamberti & Gocke            --                           $1
210 NE DXelaware Avenue, Suite 200
Ankeny, IA 50021

Bob Lenc Landscaping, Inc.         --                           $1

Brick Gentry PC                    --                           $1

Cintas Corporation                 --                           $1

Clive Water Dept.                  --                           $1

Division of Labor/Elevator Safety  --                           $1

Howard and Sons                    --                           $1

Mid American Energy                --                           $1

MJ Weiss Lawn Care                 --                           $1

K.L. Smith                         --                           $1

Qwest                              --                           $1

RSM McGladery                      --                           $1

Sassman Glass and Mirror LLC       --                           $1

Simplex/Grinnell                   --                           $1

Tesdell Electric                   --                           $1

Traveler's Insurance               --                           $1

Waldinger Corp.                    --                           $1

Right Choice                       --                           $1

Paul Wilson Enterprises            --                           $1

O'Keefe Elevator Company, Inc.     --                           $1

Midwest Alarm Service              --                           $1

Foreman Ford                       --                           $1

Continental Fire and Spinkler      --                           $1

ABM Janitorial Services            --                           $1

A-Tech, Inc.                       --                           $1


CREDIT-BASED ASSET: Schedules $23MM in Assets; $2.16BB in Debt
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Credit-Based Asset Servicing & Securitization LLC has
filed formal lists of assets and liabilities.  C-BASS scheduled
$23.7 million in assets and $2.16 billion in liabilities,
including $195.8 million in secured debt.  The remainder is
unsecured.

When C-Bass filed for Chapter 11, it said $170 million was owing
on the senior credit facility with JPMorgan Chase Bank NA as
agent.  Other debt includes more than $800 million on repurchase
agreements, more than $365 million on trust preferred securities,
and almost $128 million on subordinated debt.

                           About C-Bass

Credit-Based Asset Servicing & Securitization LLC is a subprime
mortgage investor based in New York. C-Bass is a joint venture,
owned in part by units of mortgage insurers MGIC Investment Corp.
and Radian Group Inc.

C-Bass and its units filed for Chapter 11 bankruptcy protection
on November 12, 2010 (Bankr. S.D.N.Y. Lead Case No. 10-16040).
C-BASS estimated its assets at $10 million to $50 million and
debts at more than $1 billion.

Peter S. Partee, Esq., Richard P. Norton, Esq., Robert A. Rich,
Esq., and Scott Howard Bernstein, at Hunton & Williams LLP, assist
the Debtors in their restructuring effort.  Donlin, Recano &
Company is the claims and notice agent.

Affiliates that filed separate Chapter 11 petitions are C-BASS CBO
Holding LLC, C-BASS Credit Corp., C-BASS Investment Management
LLC, NIM I LLC, Pledged Property II LLC, Starfish Management Group
LLC, and Sunfish Management Group LLC.


CRYSTALLEX INT'L: Incurs $85,650 Net Loss in Sept. 30 Quarter
-------------------------------------------------------------
Crystallex International Corporation filed its quarterly report on
Form 10-Q, reporting a net loss of US$85,650 for the three months
ended Sept. 30, 2010, compared with a net loss of US$371,961 for
the same period a year ago.  The Company did not generate any
revenues during both periods.

The Company's balance sheet at Sept. 30, 2010, showed US$63.61
million in total assets, US$108.09 million in total liabilities,
and a stockholders' deficit of US$44.47 million.

A full-text copy of the quarterly report on Form 6-K is available
for free at http://ResearchArchives.com/t/s?6f1a

                  About Crystallex International

Crystallex International Corporation (TSX: KRY) (NYSE Amex: KRY)
-- http://www.crystallex.com/-- is a Canadian based company,
whose principal asset is its interest in the Las Cristinas gold
project located in Bolivar State, Venezuela.

Crystallex International has been granted the Mine Operating
Contract to develop and operate the Las Cristinas Project.  On
September 17, 2002, the Company entered into a non-assignable Mine
Operating Contract with the Corporaci˘n Venezolana de Guayana,
acting under the authority of the Ministry of Energy and Mines of
Venezuela, pursuant to Venezuelan mining law, under which the
Company was granted the exclusive right to explore, develop and
exploit the Las Cristinas 4, 5, 6 and 7 properties, including the
processing of gold for its subsequent commercialization and sale.

The Company is currently awaiting the decision of the Venezuelan
Ministry of the Environment and Natural Resourcesin respect of the
issuance of the Authorization to Affect Natural Resources to
commence construction at Las Cristinas.


CYTOMEDIX INC.: To Appeal Delisting Determination by NYSE Amex
--------------------------------------------------------------
Cytomedix, Inc. was notified by the Compliance Staff ("Staff") of
the NYSE Amex LLC that the Company has not timely regained
compliance with Sections 1003(a)(i), (ii), and (iii) of the
Exchange's Company Guide due to stockholders' equity of less than
$6,000,000.  As a result, the notice indicated that the Company's
securities are subject to delisting from the Exchange unless the
Company requests a hearing before the Exchange's Listing
Qualifications Panel.

Cytomedix intends to request a hearing before the Panel at which
it will request continued listing pending its return to
compliance.  Based on the hearing request, it is expected that the
Company's securities will remain listed and eligible for trading
on the Exchange until the Panel renders a decision following the
hearing.  However, there can be no assurance that following the
hearing the Panel will grant the Company's request for continued
listing on the Exchange.  Should the Company's securities be
delisted from the exchange, it will seek to have its securities
quoted on the OTC Bulletin Board.  Management anticipates that
public trading of the Company's securities will continue without
interruption.

                      About Cytomedix, Inc.

Cytomedix develops, sells and licenses regenerative biological
therapies primarily for wound care, inflammation and angiogenesis.
The Company markets the AutoloGel(TM) System, a device for the
production of platelet rich plasma (PRP) gel derived from the
patient's own blood for use on a variety of exuding wounds; the
Angel(R) Whole Blood Separation System, a blood processing device
and disposable products used for the separation of whole blood
into red cells, platelet poor plasma (PPP) and PRP in surgical
settings; and the activAT(R) Autologous Thrombin Processing Kit,
which produces autologous thrombin serum from PPP.  The activAT(R)
kit is sold exclusively in Europe and Canada, where it provides a
completely autologous, safe alternative to bovine-derived
products.  The Company is pursuing a multi-faceted strategy to
penetrate the chronic wound market with its products, as well as
opportunities for the application of AutoloGel(TM) and PRP
technology into other markets such as hair transplantation and
orthopedics while actively seeking complementary products for the
wound care market.  Cytomedix also seeks to monetize other product
candidates in its pipeline through strategic partnerships, out-
licensing or sale. Most notably is its anti-inflammatory peptide
(designated CT-112) that has shown promise in preclinical testing.


DAIS ANALYTIC: Posts $555,700 Net Loss in September 30 Quarter
--------------------------------------------------------------
Dais Analytic Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $555,692 on $931,874 of revenue for
the three months ended 30, 2010, compared with a net loss of
$436,927 on $392,978 of revenue for the same period of 2009.

The Company's balance sheet as of September 30, 2010, showed
$1.7 million in total assets, $5.1 million in total liabilities,
and a stockholders' deficit of $3.4 million.

As reported in the Troubled Company Reporter on April 7, 2010,
Cross, Fernandez & Riley LLP, in Tampa, Fla., 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
significant losses since inception and has a working capital
deficit and accumulated deficit of $2.3 million and $32.2 million
at December 31, 2009.

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

               http://researcharchives.com/t/s?6f25

                      About Dais Analytic

Odessa, Fla.-based Dais Analytic Corporation has developed and
patented a nano-structure polymer technology, which is being
commercialized in products based on the functionality of these
materials.  The initial product focus of the Company is ConsERV,
an energy recovery ventilator.  The Company also has new product
applications in various developmental stages.  The Company
believes that three of these product applications, including an
advanced air conditioning system which is projected to use less
energy and emits fewer emissions than current Heating,
Ventilating, and Air Conditioning (HVAC) equipment, a sea-water
desalination product and an electrical energy storage device, can
be brought to market in the foreseeable future if the Company
receives adequate capital funding.


DAVID CALVIN: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: David J. Calvin
        5718 N. 54th Street
        Paradise Valley, AZ 85253

Bankruptcy Case No.: 10-37014

Chapter 11 Petition Date: November 17, 2010

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

Judge: Redfield T. Baum, Sr.

Debtor's Counsel: John J. Hebert, Esq.
                  POLSINELLI SHUGHART, P.C.
                  One East Washington Street
                  CityScape Building, Suite 1200
                  Phoenix, AZ 85004
                  Tel: (602) 650-2011
                  Fax: (602) 391-2546
                  E-mail: jhebert@polsinelli.com

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

Estimated Debts: $10,000,001 to $50,000,000

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


DEEP DOWN: Delays Filing of Quarterly Report on Form 10-Q
---------------------------------------------------------
Deep Down 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

The Company said it has been working diligently to complete
all of the required information for its quarterly report, and
substantially all of the Form 10-Q has been completed as of this
date, the Company is in the process of completing its goodwill
valuation for the September 30, 2010, Form 10-Q by before
November 15, 2010.

The Company's impairment test of goodwill will result in the
impairment of the carrying value of its goodwill.  The Company is
in the process of determining the amount of the impairment charge,
which will require changes to the Company's financial statements
and additional disclosures to describe the underlying assumptions
and events that resulted in such charge.

The Company said it expects to file its quarterly report on Form
10-Q no later than the fifth calendar day following the prescribed
due date.

                         About Deep Down

Deep Down, Inc. (OTC BB: DPDW) -- http://www.deepdowncorp.com/--
is an oilfield services company serving the worldwide offshore
exploration and production industry.  Deep Down's proven services
and technological solutions include distribution system
installation support and engineering services, umbilical
terminations, loose-tube steel flying leads, distributed and drill
riser buoyancy, ROVs and tooling, marine vessel automation,
control, and ballast systems. Deep Down supports subsea
engineering, installation, commissioning, and maintenance projects
through specialized, highly experienced service teams and
engineered technological solutions.  The Company's primary focus
is on more complex deepwater and ultra-deepwater oil production
distribution system support services and technologies, used
between the platform and the wellhead.

The Company's balance sheet at June 30, 2010, showed $51.3 million
in total assets, $13.9 million in total liabilities, and
stockholders' equity of $37.4 million.

The Company has said it will need to raise additional debt or
equity capital or renegotiate or refinance its existing debt to
fund working capital requirements, to support selling, general and
administrative expenses and to pay all outstanding debt maturing
on April 15, 2011, under the Whitney National Bank New Amended and
Restated Credit Agreement.  The Company no longer has access to a
line of credit and must rely solely on its cash position and
operating cash flows for liquidity.  Therefore, it is currently in
discussions with several lenders who have expressed interest in
refinancing its debt.  While the Company believes that its results
of operations, including gross profit and operating cash flows,
will continue to improve over the remainder of the year,
additional debt or equity capital will be necessary to fund
working capital requirements, to support SG&A and to pay all
outstanding debt under the New Agreement if its planned results of
operations are not achieved.  Further, failure to achieve the
Company's planned results could result in violation of certain of
our loan covenants and require it to raise additional debt or
equity capital.  These and other matters raise substantial doubt
about our ability to continue as a going concern, the Company
said.


DESERT CAPITAL: Posts $25.5 Million Net Loss in Q3 2010
-------------------------------------------------------
Desert Capital REIT, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $25.51 million on net interest loss
of $762,000 for the three months ended September 30, 2010,
compared with a net loss of $10.94 million on net interest loss of
$367,000 for the corresponding period last year.

The Company's balance sheet as of September 30, 2010, showed
$42.47 million in total assets, $54.62 million in total
liabilities, and a stockholders' deficit of $12.15 million.

As reported in the Troubled Company Reporter on March 26, 2010,
Hancock Askew & Co., LLP, in Savannah, Ga., 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 suffered recurring losses from operations and cash
flow produced from operating activities is not sufficient to meet
current obligations and debt payments.

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

               http://researcharchives.com/t/s?6f2e

                     About Desert Capital

Henderson, Nev.-based Desert Capital REIT, Inc. is a Maryland
corporation formed in December 2003 as a real estate investment
trust.  The Company at the start specialized in the financing of
real estate projects by providing short-term mortgage loans to
homebuilders and commercial developers, but due to market
conditions since 2007 the Company has foreclosed on substantially
all its mortgage loans.


DEX MEDIA WEST: Bank Debt Trades at 8% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Dex Media West LLC
is a borrower traded in the secondary market at 91.96 cents-on-
the-dollar during the week ended Friday, November 19, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.66
percentage points from the previous week, The Journal relates.
The Company pays 450 basis points above LIBOR to borrow under the
facility, which matures on October 24, 2014.  The debt is not
rated by Moody's and Standard & Poor's.  The loan is one of the
biggest gainers and losers among 186 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                       About Dex Media West

Dex Media West LLC is a subsidiary of Dex Media West, Inc., and an
indirect wholly owned subsidiary of Dex Media, Inc.  Dex Media is
a direct wholly owned subsidiary of R.H. Donnelley Corporation.
Dex Media West is the exclusive publisher of the official yellow
pages and white pages directories for Qwest Corporation, the local
exchange carrier of Qwest Communications International Inc., in
Arizona, Idaho, Montana, Oregon, Utah, Washington, and Wyoming.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media
East LLC, Dex Media West LLC and Dex Media, Inc., filed for
Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No. 09-
11833 through 09-11852), after missing a $55 million interest
payment on its senior unsecured notes due April 15.  James F.
Conlan, Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq.,
Jeffrey E. Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin
LLP, in Chicago, Illinois represent the Debtors in their
restructuring efforts.  Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP, in
Wilmington, Delaware, serve as the Debtors' local counsel.  The
Debtors' financial advisor is Deloitte Financial Advisory Services
LLP while its investment banker is Lazard Freres & Co. LLC.  The
Garden City Group, Inc., is claims and noticing agent.


DIVERSEY INC: Fitch Affirms Issuer Default Rating at 'B-'
---------------------------------------------------------
Fitch Ratings has affirmed the long-term Issuer Default Rating of
Diversey, Inc., and Diversey Holdings, Inc., at 'B-'.  Fitch has
also affirmed the related ratings of the company's credit
facilities, notes and subsidiaries, which are co-borrowers under
the credit facilities.

Fitch has affirmed these ratings:

Diversey Inc.

  -- Long-term IDR at 'B-';

  -- Senior Secured Credit Facilities (Term Loans and Revolving
     Credit Facility) at 'BB-/RR1';

  -- Senior Unsecured Notes at 'B-/RR4'.

Diversey Holdings Inc.

  -- Long-term IDR at 'B-';
  -- Holdings Senior Notes at 'CC/RR6'.

JohnsonDiversey Canada, Inc. (a co-borrower under the senior
secured credit facilities)

  -- Long-term IDR at 'B-'.

JohnsonDiversey Holdings II B.V. (a co-borrower under the senior
secured credit facilities)

  -- Long-term IDR at 'B-'.

The Rating Outlook is Positive.

Diversey's ratings reflect the company's position as the second
largest manufacturer of institutional and industrial cleaners and
provider of related services, solutions and equipment with an
estimated global market share of approximately 8%.  The company
benefits from its global reach in an industry that is primarily
characterized by fragmented markets dominated by regional players.
The recurring nature of many of its products and services provides
the company with a relatively stable revenue base through economic
cycles.  Despite the recessionary economic environment, fiscal
2009 revenues totaled approximately $3.1 billion, reflecting an
organic decrease of only 0.2% year-over-year.

The ratings are constrained by the company's significant
indebtedness, particularly in relation to cash flow.  As of
Oct. 1, 2010, Diversey had approximately $1.6 billion of
consolidated gross balance sheet debt including debt issued by
Diversey Holdings, Inc. Despite the recent pre-payment of
$50 million of the senior secured term loans, the company's
consolidated indebtedness continues to be modestly higher than
prior to the company's recapitalization in November 2009.  FFO
adjusted leverage stood at 5.6 times at Oct. 1, 2010.  LTM
consolidated free cash flow was approximately $55 million, based
on cash flow from operations of $144 million, $90 million capex
and $0.1 million dividends.

The Positive Outlook reflects expectations that Diversey will
continue to benefit from the positive impacts of the 2005 master
restructuring plan, which will continue to drive improved
profitability and generation of free cash flow.  As a result of
the restructurings coupled with favorable raw material cost trends
and some pricing benefits, the company's gross margin improved by
160 basis points to 42.6% in the first nine months of 2010.  The
improvements also translated into improved operating EBITDA, as
calculated by Fitch, of $410 million for the LTM ending Oct. 1,
2010 (13.1% margin), compared to $376 million (12.1% margins) in
fiscal 2009.

The company's operations are supported by solid liquidity of
$475 million, consisting of $229 million unrestricted cash on
hand and $246 million borrowing capacity under the company's
$250 million senior secured revolving credit facility after
adjusting for $4 million in outstanding letters of credit.  In
addition, the company had $23 million restricted cash on-hand to
fund the completion of the 2005 master restructuring plan, which
is expected to continue through fiscal 2011, small working capital
facilities at operating subsidiaries' including the Japanese
JPY2 billion (approximately US$ 25 million) revolver, an undrawn
$50 million accounts receivable (A/R) securitization program in
the U.S. and a EUR 50 million (approximately US$ $70 million) A/R
securitization facility in Europe with an outstanding balance of
approximately $18 million.  The company intends to terminate both
A/R securitization programs effective November 2010.

The senior secured credit facilities, which include the revolver
as well as the $1 billion term loan with $902 million currently
outstanding across all tranches as of Sept.  30, 2010, are
governed by a net Debt-to-EBITDA leverage covenant and an EBITDA-
to-interest coverage covenant.  For the purpose of the covenant
calculation, operating EBITDA is adjusted for divestitures and
acquisitions, certain non-cash and other items as well certain
compensation components, thus bringing LTM to $448 million on
Oct. 1, 2010, per the credit agreement.  Diversey was in
compliance with these covenants as of Oct. 1, 2010 with an actual
leverage ratio of approximately 2.5x as estimated by Fitch
compared to the applicable leverage covenant ratio of 4.75x and
an actual coverage ratio of over 4.0x compared to the applicable
coverage covenant ratio of 2.75x.  Fitch expects the company to be
well within these covenants over the lifetime of the facilities.
The revolver will mature in November 2014, while the term loans
will terminate in November 2015.  Other near- and medium-term
maturities are very manageable after extending the debt maturity
profile in the recapitalization at the end of 2009.  Except for
$47 million in short-term borrowings, mainly under working
capital facilities, and scheduled amortizations of approximately
$10 million annually, the company has no major debt maturities due
prior to the maturity of the credit facilities.  Major long-term
maturities are Diversey's $400 million senior unsecured notes due
2019 and Diversey Holdings' $250 million senior notes due 2020.

Fitch's Recovery Rating of 'RR1' on Diversey's secured term loan
and revolving credit facility indicates outstanding recovery
prospects (91-100%) for the lenders.  The facility is secured by
substantially all assets owned by Diversey Holdings, Inc.,
Diversey Inc., and the other subsidiary borrowers and guarantors;
subject to legal restrictions and other limitations on liens and
pledges, including those which would not result in adverse tax
consequences for Diversey.  The Recovery Rating of 'RR4' for
Diversey's senior unsecured notes indicates average recovery
prospects (31-50%) for lenders and holders of the notes.  The
Recovery Rating of 'RR6' indicates poor recovery prospects (0-10%)
for the Senior Holdings notes, which are structurally subordinated
to the debt at Diversey, Inc and its subsidiaries.  Fitch applied
a Going Concern Enterprise Value analysis for these Recovery
Ratings.

Catalysts for an upgrade would include a sustainable improvement
in the company's profits and ability to generate free cash flow as
well as reduced gross debt and resulting lower leverage.

Catalyst for a revision of the Outlook to Stable or Negative or a
downgrade would be shareholder-friendly or other financial
actions, which would increase the company's debt and leverage as
well negative free cash flow over an extended period of time.


DUTCH GOLD: Posts $988,700 Net Loss in September 30 Quarter
-----------------------------------------------------------
Dutch Gold Resources, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $988,738 for the three months ended
September 30, 2010, compared with a net loss of $2.54 million for
the same period of 2009.  The Company had no revenue in Q3 2010
and Q3 2009.

The Company's balance sheet as of September 30, 2010, showed
$2.01 million in total assets, $6.05 million in total liabilities,
and a stockholders' deficit of $4.04 million.

Gruber & Company, LLC, in Lake Saint Louis, Mo., 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 operating
losses from its inception and is dependent upon its ability to
meet its future financing requirements, and the success of future
operations.

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

               http://researcharchives.com/t/s?6f1f

                         About Dutch Gold

Based in Atlanta, Ga., Dutch Gold Resources, Inc. (OTC: DGRI)
-- http://www.dutchgoldresources.com/-- is a junior gold miner
focused on developing its existing mining properties in North
America and acquiring and developing new mines that can enter into
production in 12 to 24 months.


EAGLE INDUSTRIES: Owes $14.7 Million to Creditors
-------------------------------------------------
Eagle Industries has filed with the bankruptcy court its schedules
of assets and liabilities, and statement of financial affairs.

Heath E. Combs at Furniture Today reports that the Company
disclosed $14.7 million in total debts against $9.7 million in
assets.

According to Furniture Today, about $10.8 million amount is owed
to creditors with secured claims including Citizens First Bank of
Bowling Green, Kentucky, with a claim of $3.7 million for a credit
line, and PBI Bank of Louisville, Kentucky., with a $6.8 million
mortgage claim, although $3.8 million of that amount is listed as
unsecured.

The Company said sales have declined in the past two fiscal years
ended July 31.  The Company reported sales of $42.2 million for
the 2008 fiscal year, $30.8 million for the 2009 year and $24.8
million for the 2010 year.  For the period from Aug. 1, 2010, to
Sept. 30, 2010, sales were about $2.8 million.

                       About Eagle Industries

Bowling Green, Kentucky-based Eagle Industries LLC filed for
Chapter 11 bankruptcy protection on October 27, 2010 (Bankr. W.D.
Ky. Case No. 10-11636).  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.


EARTH SEARCH: Delays Form 10-Q for Fiscal Second Quarter
--------------------------------------------------------
Earth Search Sciences Inc. said it could not timely file its
quarterly report on Form 10-Q with the Securities and Exchange
Commission because the Company and its accountants have
experienced a delay in completing the information required for
inclusion in the Company's report on Form 10-K for the period
ended March 31, 2010.

                        About Earth Search

Lakeside, Montana-based Earth Search Sciences, Inc., is a Nevada
corporation.  The Company has five wholly-owned subsidiaries:
Skywatch Exploration, Inc., Polyspectrum Imaging, Inc., Geoprobe,
Inc., STDC, Inc and General Synfuels International.  In addition,
there are five majority-owned consolidated subsidiaries: Earth
Search Resources, Inc., Eco Probe, Inc., ESSI Probe 1 LC, Petro
Probe, Inc. and Terranet, Inc.  All subsidiaries except Petro
Probe and General Synfuels were inactive during fiscal 2009 and
2010.  The Company did not generate any revenue during fiscal year
2010, has no current business operations and is currently focused
on two potential business ventures.

First, the Company is working with certain investors to develop
and employ technology in the extraction of oil and gas from oil
shale.  Second, the Company is seeking joint venture opportunities
with private industry, universities and state and federal agencies
to develop, package and deliver, through the application of its
hyperspectral remote sensing solutions, applications and
associated technologies, superior airborne mapping products and
services.

The Company's balance sheet at March 31, 2010, showed $1,045,771
in assets, $18,943,852 of liabilities, and a stockholders'
deficit of $17,898,081.

MaloneBailey, LLP, in Houston, Tex., expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that Earth Search incurred losses from
operations for fiscal 2010 and 2009 and has a working capital
deficit as of March 31, 2010.


EAU TECHNOLOGIES: Posts $470,800 Net Loss in September 30 Quarter
-----------------------------------------------------------------
EAU Technologies, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $470,778 on $112,227 of sales for the
three months ended September 30, 2010, compared with a net loss of
$2.3 million on $205,023 of sales for the same period of 2009.

The Company's balance sheet at September 30, 2010, showed
$3.0 million in total assets, $7.1 million in total liabilities,
and a stockholders' deficit of $4.1 million.

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

               http://researcharchives.com/t/s?6f2b

As reported in the Troubled Company Reporter on April 7, 2010, HJ
& Associates, LLC, in Salt Lake City, 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 a working capital deficit as well as a
deficit in stockholders equity.

                     About EAU Technologies

Kennesaw, Ga.-based EAU Technologies, Inc., previously known as
Electric Aquagenics Unlimited, Inc., is in the business of
developing, manufacturing and marketing equipment that uses water
electrolysis to create non-toxic cleaning and disinfecting fluids
as well as dairy drinking water.  These fluids have various
commercial applications and may be used in commercial food
processing and agricultural products that clean, disinfect,
remediate, hydrate and moisturize.


ELEFTHERIOS EFSTRATIS: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Joint Debtors: Eleftherios Efstratis
                 aka Ted Efstratis
               Patricia Eleanor Efstratis
               7255 Oak Pine Lane
               Granite Bay, CA 95747

Bankruptcy Case No.: 10-50339

Chapter 11 Petition Date: November 17, 2010

Court: U.S. Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Robert S. Bardwil

Debtors' Counsel: Illyssa I. Fogel, Esq.
                  25 N. US Highway 95 S.
                  McDermitt, NV 89421
                  Tel: (775) 532-8088

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

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

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


ENCORIUM GROUP: Delays Filing of Form 10-Q for Third Quarter
------------------------------------------------------------
Encorium Group Inc. said it could not timely file its quarterly
report on Form 10-Q with the U.S. Securities and Exchange
Commission, citing that it was unable to file a complete an
accurate report by the original filing date.

Encorium reported a net loss of US$805,157 on US$4.4 million of
revenue for the three months ended June 30, 2010, compared with a
net loss of US$1.9 million on US$5.3 million of revenue for the
same period of 2009.

The Company's balance sheet as of June 30, 2010, showed
US$10.0 million in total assets, US$10.6 million in total
liabilities, and a stockholders' deficit of US$619,663.

                       About Encorium Group

Wayne, Pa.-based Encorium Group, Inc. (Nasdaq: ENCO) is a clinical
research organization (CRO) that engages in the design and
management of complex clinical trials for the pharmaceutical,
biotechnology and medical device industries.  The Company was
initially incorporated in August 1998 in Nevada.  In June 2002,
the Company changed its  state of incorporation to Delaware.  In
November 2006, the Company expanded its international operations
with the acquisition of its wholly-owned subsidiary, Encorium Oy,
a CRO founded in 1996 in Finland, which offers clinical trial
services to the pharmaceutical and medical device industries.
Since 2006 the Company has conducted substantially all of its
European operations through Encorium Oy and its wholly-owned
subsidiaries located in Denmark, Estonia, Sweden, Lithuania,
Romania, Germany and Poland.

On July 16, 2009, the Company sold substantially all of the assets
relating to the Company's U.S. line of business to Pierrel
Research USA, Inc., the result of which the Company no longer has
any employees or significant operations in the United States.


ENVIRONMENTAL INFRASTRUTURE: Delays Filing of Q3 Form 10-Q
----------------------------------------------------------
Environmental Infrastructure Holdings Corp. said it could not
timely file its quarterly report on Form 10-Q with the Securities
and Exchange Commission as it was unable to compile certain
information required in order to permit the Company to file a
timely and accurate report on the Company's financial condition.

                About Environmental Infrastructure

West Conshohocken, Pa.-based Environmental Infrastructure Holdings
Corp. is the parent company of various environmental
manufacturing, engineering and services companies.  Currently the
company has two wholly owned subsidiaries in Equisol, LLC and Xiom
Corp.

The Company's balance sheet as of June 30, 2010, showed
$1.2 million in total assets, $5.0 million in total liabilities,
and a stockholders' deficit of 3.8 million.

Michael T. Studer CPA P.C., in Freeport, N.Y., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred losses for the years ended December 31, 2009, and
2008, and has a deficiency in stockholders' equity at December 31,
2009.


ESCOM LLC: Clover Acquires Sex.com for $13 Million
--------------------------------------------------
Web Host Industry Review reports that Clover Holdings acquired the
domain sex.com for $13 million.  The sale was brokered by Sedo
senior domain broker Jeff Gabriel.

                          About Escom LLC

Escom LLC was formed in 2006 to operate the Sex.com domain name,
which was sold to it for $12 million by Match.com owner Gary
Kremen, according to the Washington Post.  Escom has been in
default of millions of dollars in loans since January 2009.

Three creditors filed an involuntary Chapter 11 petition on
March 17 against Escom LLC (Bankr. C.D. Calif. Case No. 10-13001),
seeking payment of more than $10 million.  The petition halted
foreclosure by secured creditor DOM Partners LLC, owed $4.5
million.  The companies that filed the involuntary petition are
controlled by an individual named Michael Mann, who was Escom's
manager.

The bankruptcy court denied a motion by DOM to dismiss the
petition as having been filed in bad faith.  The judge also
refused to allow DOM to continue foreclosure.

Escom was officially ordered into bankruptcy on June 21, 2010.


EXCELLENCY INVESTMENT: Delays Third Quarter Form 10-Q
-----------------------------------------------------
Excellency Investment Realty Trust Inc. said it could not timely
file its quarterly report on Form 10-Q with the Securities and
Exchange Commission because the Company is in the process of
preparing and reviewing the financials and other information for
the report for the period ended September 30, 2010.

Excellency Investment reported a net loss of $664,048 on $438,705
of revenue for the three months ended June 30, 2010, compared to a
net loss of $526,478 on $463,177 of revenue for the same period of
2009.

The Company's balance sheet at June 30, 2010, showed $4.2 million
in total assets, $22.2 million in total liabilities, and a
stockholders' deficit of $18.0 million.

                    About Excellency Investment

Headquartered in New York, Excellency Investment Realty Trust,
Inc. is engaged in the business of acquiring, developing, holding
for investment, operating and selling apartment properties in
metropolitan areas on the east coast of the United States.  The
Company intends to qualify as a real estate investment trust, or
REIT, under the Internal Revenue Code of 1986, as amended.

Through its subsidiaries, the Company owns eight residential real
estate properties, consisting of an aggregate of 273 apartment
units, and comprising a total of approximately 221,839 square
feet, all of which are leased to residential tenants.  Each of the
properties is located in the metropolitan Hartford area of
Connecticut.

As reported in the Troubled Company Reporter on April 21, 2010,
M&K CPAs, PLLC, in Houston, 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
suffered a net loss from operations and has a net capital
deficiency.


FIRST BANKING CENTER: Closed; First Michigan Bank Assumes Deposits
------------------------------------------------------------------
First Banking Center of Burlington, Wis., was closed on Friday,
November 19, 2010, by the Wisconsin Department of Financial
Institutions, which appointed the Federal Deposit Insurance
Corporation as receiver.  To protect the depositors, the FDIC
entered into a purchase and assumption agreement with First
Michigan Bank of Troy, Mich., to assume all of the deposits of
First Banking Center.

The 17 branches of First Banking Center will reopen during normal
business hours as branches of First Michigan Bank.  Depositors of
First Banking Center will automatically become depositors of First
Michigan Bank.  Deposits will continue to be insured by the FDIC,
so there is no need for customers to change their banking
relationship in order to retain their deposit insurance coverage
up to applicable limits.  Customers of First Banking Center should
continue to use their existing branch until they receive notice
from First Michigan Bank that it has completed systems changes to
allow other First Michigan Bank branches to process their accounts
as well.

As of September 30, 2010, First Banking Center had around
$750.7 million in total assets and $664.8 million in total
deposits.  First Michigan Bank will pay the FDIC a premium of 0.50
percent to assume all of the deposits of First Banking Center.  In
addition to assuming all of the deposits of the failed bank, First
Michigan Bank agreed to purchase essentially all of the failed
bank's assets.

The FDIC and First Michigan Bank entered into a loss-share
transaction on $515.6 million of First Banking Center's assets.
First Michigan Bank will share in the losses on the asset pools
covered under the loss-share agreement.  The loss-share
transaction is projected to maximize returns on the assets covered
by keeping them in the private sector.  The transaction also is
expected to minimize disruptions for loan customers.  For more
information on loss share, visit:

  http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-830-3256.  Interested parties also can
visit the FDIC's Web site at:

  http://www.fdic.gov/bank/individual/failed/firstbanking.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $142.6 million.  Compared to other alternatives, First
Michigan Bank's acquisition was the least costly resolution for
the FDIC's DIF.  First Banking Center is the 149th FDIC-insured
institution to fail in the nation this year, and the second in
Wisconsin.  The last FDIC-insured institution closed in the state
was Maritime Savings Bank, West Allis, on September 17, 2010.


FIRST DATA: Launches Exchange Bid to Move Debt Maturity to 2021
---------------------------------------------------------------
Ally Financial Inc. on Friday announced the expiration and results
of its offer to exchange its outstanding 8.300% Senior Guaranteed
Notes due 2015 that were issued on Feb. 12, 2010, in a private
offering for new 8.300% Senior Guaranteed Notes due 2015 that have
been registered under the Securities Act of 1933, as amended.

The exchange offer expired at 12:00 midnight, New York City time,
on Thursday, Nov. 18, 2010.  Global Bondholder Services
Corporation, the exchange agent for the exchange offer, has
advised that an aggregate principal amount of approximately
$1.97 billion of the old notes were validly tendered and not
validly withdrawn prior to the expiration of the exchange offer.
This represents approximately 98.4% of the aggregate principal
amount of old notes outstanding upon commencement of the exchange
offer.  All of the old notes validly tendered and not validly
withdrawn have been accepted for exchange pursuant to the terms of
the exchange offer.

In connection with the sale of the old notes, Ally entered into a
registration rights agreement in which it undertook to offer to
exchange the old notes for new notes registered under the
Securities Act.  Pursuant to an effective registration statement
on Form S-4, filed with the Securities and Exchange Commission,
holders were able to exchange the old notes for new notes in an
equal principal amount.  The new notes are substantially identical
to the old notes, except that the new notes have been registered
under the Securities Act and do not bear any legend restricting
transfer.  The registration rights and additional interest
provisions pertaining to old note holders do not apply to the new
notes.

                        About Ally Financial

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

Ally's balance sheet at Sept. 30, 2010, showed $173.191 billion
in total assets, $152.214 billion in total liabilities, and
$20.977 billion in total equity.

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

The Company has tapped Goldman Sachs Group Inc. and Citigroup Inc.
to advise on a range of issues, including strategic alternatives
for the mortgage business and repayment of taxpayer funds.

Ally Financial carries "C" short term issuer credit ratings, and
"B" long term issuer credit ratings, all with stable outlook, from
Standard & Poor's.  It has a "B3" issuer rating, with stable
outlook, from Moody's.  It has a "B" issuer default rating, with
positive outlook, from Fitch.


FIRST FEDERAL: Bank Woes Delay Third Qtr. Form 10-Q
---------------------------------------------------
First Federal Bancshares of Arkansas 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's management has experienced delays in the preparation of
the Company's financial statements and disclosure for inclusion in
its Quarterly Report due to both:

    i) the continuing analysis of the loan portfolio of the
       Company's wholly-owned subsidiary, First Federal Bank and

   ii) the results of recent regulatory examinations and
       correspondence.

First Federal reported net income of $637,000 on $5.1 million of
net interest income for the three months ended June 30, 2010,
compared with a net loss of $937,000 on $5.1 million of net
interest income for the same period last year.

The Company's balance sheet as of June 30, 2010, showed
$678.1 million in total assets, $633.7 million in total
liabilities, and stockholders' equity of $44.4 million.

            About First Federal Bancshares of Arkansas

First Federal Bancshares of Arkansas, Inc. (NASDAQ GM:FFBH)
-- http://www.ffbh.com/-- is a unitary savings and loan holding
company for First Federal Bank, a community bank serving consumers
and businesses with a full range of checking, savings, investment
and loan products and services.  The Bank, founded in 1934,
conducts business from 20 full-service branch locations, one
stand-alone loan production office, and 30 ATMs located in
Northcentral and Northwest Arkansas.

At June 30, 2010, the Company was above the regulatory minimums
for tangible, core, total risk-based and tier 1 risk-based
capital.  On April 12, 2010, the Company and the Bank each
consented to the terms of Cease and Desist Orders issued by the
Office of Thrift Supervision.  The Orders impose certain
operations restrictions on the Company and, to a greater extent,
the Bank, including lending and dividend restrictions.  The Orders
also require the Company and the Bank to take certain actions,
including the submission to the OTS of capital plans and business
plans to, among other things, preserve and enhance the capital of
the Company and the Bank and strengthen and improve the
consolidated Company's operations, earnings and profitability.
The Bank Order specifically requires the Bank to achieve and
maintain, by December 31, 2010, a tier 1 (core) capital ratio of
at least 8% and a total risk-based capital ratio of at least 12.0%
and maintain these higher ratios for as long as the Bank Order is
in effect.  At June 30, 2010, the Bank's core and total risk-based
capital ratios were 6.46% and 11.40%.  Had the Bank been required
to meet these capital requirements at June 30, 2010, it would have
needed additional capital of approximately $10.5 million.

As reported in the Troubled Company Reporter on April 21, 2010,
Deloitte & Touche LLP, in Little Rock, Ark., 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 of the
Company's significant operating losses in 2009, significant levels
of criticized assets, and decline in capital levels.


FONAR CORP: Delays Form 10-Q for Third Quarter
----------------------------------------------
Fonar Corporation said it could not timely file its Form 10-Q for
the quarter ended Sept. 30, 2010, because was still in the process
of finalizing the report at the time of the filing deadline.

The Company reported a net loss of $3.0 million on $31.8 million
of revenue in fiscal 2010, compared to net income of $1.1 million
on $39.7 million of revenue in fiscal 2009.  Included in net
income for fiscal 2009 is a gain of $1.4 million recognized  by
the Company on the sale of a consolidated subsidiary.

The Company's balance sheet at June 30, 2010, showed $21.6 million
in total assets, $27.4 million in total liabilities, and a
stockholders' deficit of $5.8 million.

                     About Fonar Corporation

Melville, N.Y.-based Fonar Corporation (NasdaqCM: FONR)
-- http://www.Fonar.com/-- is a Delaware corporation which was
incorporated on July 17, 1978.   The Company conducts its business
in two segments.  The first, conducted directly through Fonar, is
referred to as the Company's medical equipment segment.  The
second, conducted through the Company's wholly owned subsidiary
Health Management Corporation of America, is referred to as the
physician management and diagnostic services segment.

The medical equipment segment is engaged in the business of
designing, manufacturing, selling and servicing magnetic
resonance imaging, also referred to as "MRI" or "MR", scanners
which utilize MRI technology for the detection and diagnosis of
human disease.

Health Management Corporation of America provides management
services, administrative services, billing and collection
services, office space, equipment, repair, maintenance service and
clerical and other non-medical personnel to diagnostic imaging
centers.

Marcum, LLP, in New York, N.Y., expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that Company has suffered recurring
losses from operations, continues to generate negative cash flows
from operating activities, has negative working capital at
June 30, 2010, and is dependent on asset sales to fund its
shortfall from operations.


FORUM HEALTH: Administrative Claims Must Be Filed By Dec. 22
------------------------------------------------------------
The Honorable Kay Woods directs creditors asserting administrative
priority claims against Forum Health and its debtor-affiliates
arising on or before Oct. 1, 2010, to file requests for payment of
those administrative priority claims by Dec. 22, 2010.  Those
requests must be delivered to Kurtzman Carcon Consultants LLC.
Additional information is available at http://www.kccllc.net/forum
or by contacting DeBorah G. Barrow -- dbarrow@mcdonaldhopkins.com
-- at McDonald Hopkins LLC in Cleveland, Ohio.

As reported in the Troubled Company Reporter on Aug. 13, 2010, the
Debtors sold substantially all of their assets to Community Health
Systems Inc. for $120 million.

Forum Health and its debtor-affiliates sought Chapter 11
protection on (Bankr. N.D. Ohio Case No. 09-40795) March 16, 2009.
Paul W. Linehan, Esq., Shawn M. Riley, Esq., and Matthew A.
Salerno, Esq. -- msalerno@mcdonaldhopkins.com -- at McDonald
Hopkins LLC in Cleveland, Ohio, serve as lead counsel to the
Debtors.  The Debtors also hired Michael A. Gallo, Esq. at Nadler
Nadler & Burdman Co., LPA as co-counsel; Kurtzman Carson
Consultants LLC as claims, noticing and balloting agent; and Huron
Consulting Services LLC as financial advisors.  Alston & Bird LLP
represents the official committee of unsecured creditors formed in
the Chapter 11 cases.  In its petition, Forum Health estimated its
assets and debts at $100 million to $500 million.


FREDERICK BERG: Indicted on 12 Counts of Fraud & Money Laundering
-----------------------------------------------------------------
The Seattle Times says a federal grand jury in Seattle has
indicted Darren Berg on 12 counts of wire fraud, money laundering
and bankruptcy fraud in connection with the demise of his Meridian
Group of investment funds.

The report, citing the indictment, says investigators are still
uncovering the magnitude of the alleged Ponzi scheme.  Prosecutors
believe Mr. Berg took in more than $280 million, with the losses
attributed to the ponzi scheme estimated to be approximately
$100 million.  Hundreds of victims have lost money in the scheme
between 2001 and 2010.

Mr. Berg was set to be arraigned Friday in U.S. District Court.

                     About Frederick Berg

Frederick Darren Berg filed for Chapter 11 protection on July 27,
2010 (Bankr. W.D. Wash. Case No. 10-18668), estimating assets of
more than $10 million and liabilities between $1 million and
$10 million.  The filing came after lawyers for one group of
investors, armed with a court order and accompanied by sheriff's
deputies, began seizing personal possessions at Mr. Berg's Mercer
Island home and downtown Seattle condo.

Mr. Berg was facing a suit for alleged failure to pay interest
payments to Meridian Group fund investors from whom Mr. Berg
raised at least $145 million.  Investors made an involuntary
Chapter 11 filing against four of the funds on July 8, 2010.


FREESCALE SEMICON: Bank Debt Trades at 6% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Freescale
Semiconductor, Inc., is a borrower traded in the secondary market
at 94.42 cents-on-the-dollar during the week ended Friday,
November 19, 2010, according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  This represents a
drop of 0.71 percentage points from the previous week, The Journal
relates.  The Company pays 425 basis points above LIBOR to borrow
under the facility.  The bank loan matures on December 1, 2016,
and carries Moody's B2 rating and Standard & Poor's B- rating.
The loan is one of the biggest gainers and losers among 186 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

Freescale Semiconductor, Inc. -- http://www.freescale.com/-- once
Motorola's Semiconductor Products Sector, is one of the oldest and
most diverse makers of microchips in the world.  It produces many
different kinds of chips for use in automobiles, computers,
industrial equipment, wireless communications and networking
equipment, and other applications.  The company's global client
roster includes such blue-chip companies as Alcatel-Lucent, Bosch,
Cisco Systems, Fujitsu, Hewlett-Packard, QUALCOMM, and Siemens, as
well as former parent Motorola.  Freescale nets about half of its
sales from the Asia/Pacific region.  The Blackstone Group, The
Carlyle Group, Permira Advisers, and TPG Capital own the company.

Freescale Semiconductor Holdings I, Ltd., carries a 'CCC' issuer
default rating from Fitch Ratings.

Freescale carries a B-/Stable/-- corporate credit rating from
Standard & Poor's.  "The rating on Freescale," said Standard &
Poor's credit analyst Lucy Patricola, "reflects S&P's expectation
that the company will continue on its current path to generate
over $800 million of EBITDA for 2010.  S&P expects leverage to
remain high but free cash flow to be slightly positive, preserving
existing cash balances of $1 billion."


FRONTPOINT PARTNERS: To Close Fund Amid Insider Trading Scandal
---------------------------------------------------------------
Azam Ahmed, writing for The New York Times, reports that hedge
fund FrontPoint Partners will liquidate its $1.5 billion health
care fund in the wake of allegations that Joseph Skowron, manager
at the firm, received insider information from French doctor Yves
Benhamou, a person familiar with the matter said.

NY Times says the fund has been hit with a number of redemption
requests following federal criminal and civil charges that were
filed against the doctor on Nov. 2.  Court documents allege that
Dr. Benhamou passed sensitive information about a clinical drug
trial for a hepatitis drug to Mr. Skowron, co-manager of
FrontPoint's health care funds.

NY Times relates the firm plans to wind down the fund and return
investor money by the end of the month, said the person, who is
not authorized to speak publicly about the matter.  FrontPoint has
not been charged with wrongdoing.

NY Times says representatives for FrontPoint and Morgan Stanley
declined to comment on the liquidation of the health care fund.

NY Times says a New York judge held Dr. Benhamou in lieu of
$3 million bail on Wednesday.  Dr. Benhamou is accused of leaking
information from roughly November 2007 to January 2008 while he
worked on a steering committee that oversaw the clinical trial of
a hepatitis-C drug for Human Genome Science.  At that time, he was
consulting for hedge funds and other investors who traded stocks
in the health care sector.  During that period, Dr. Benhamou
repeatedly communicated updates to Mr. Skowron, prompting the
portfolio manager to order the sell-off of six million shares of
Human Genome Sciences, a biopharmaceutical company, according to
the complaints.

FrontPoint Partners manages about $7 billion in assets.


FX LUXURY: Plan Expected to Be Effective by November 30
-------------------------------------------------------
United States Bankruptcy Court for the District of Nevada
confirmed FX Luxury Las Vegas I LLC's third amended plan of
reorganization dated Oct. 12, 2010.

Pursuant to the Plan, FX Real Estate and Entertainment Inc. will
no longer have any ownership interest in the Debtor or the Las
Vegas property when the Plan becomes effective, which is
anticipated to be no later than November 30, 2010.

Under the Plan, the reorganized Debtor will continue to own the
Las Vegas property, subject to a new first mortgage loan from the
existing first lien lenders, and the Debtor will be wholly-owned
by a newly organized limited liability company.  The second lien
lenders will own the equity of the Debtor's Parent in the
proportion they subscribe for their share of the Debtor's Parent's
new equity and make a capital contribution in the pro rata amount
of the Total Capital Contribution accordingly.  The new first
mortgage loan will secure two notes, a $188 million Class A note
with interest at the rate of 3.95% per annum, and a $71 million
Class B note with interest at the rate of 2% per annum.  All of
the interest payments on the Class B note amortize the principal
on a dollar-for-dollar basis.  Both notes mature in six years,
subject to three one-year extension rights under certain
circumstances.  The first lien lenders will also have a contingent
profits interest in the Debtor's Parent equal to 4% of profits
until the second lien lenders have received the amount of their
bankruptcy claim and 10% thereafter.

The second lien lenders are entitled under the Plan to subscribe
for 94% of the new equity in the Debtor's Parent by contributing
their pro rata share of the Total Capital Contribution and
agreeing to guarantee three months of interest payments.  They
also have contingent rights to subscribe for additional equity in
the Debtor's Parent, based on increased future valuation.  The
total capital contribution of approximately $1.75 million is to be
used for an interest reserve and an amount to reimburse the second
lien lenders and their counsel for costs and expenses incurred in
connection with the bankruptcy proceeding.  Each subscribing
second lien lender is also subject to its share of a potential $5
million capital call if needed in connection with property
operations.

The Company's subsidiary FX Luxury, LLC, as the original equity
owner of the Debtor, was entitled under the Plan to subscribe for
up to 6% of the equity in the Debtor's Parent by contributing a
ratable share of the Total Capital Contribution.  While FX Luxury
approved the Plan, it did not subscribe for any equity in the
Debtor's Parent.  As a result of approving the Plan, the Company
is potentially entitled to the Class 6 Right, which would enable
it to purchase, within six years, up to 5% of the equity of the
Debtor's parent at the date of exercise, at a purchase price equal
to $450 million minus the first lien indebtedness, divided by the
number of equity units outstanding on the date of exercise.
Therefore, upon the effective date of the Plan, the Company will
no longer have any ownership interest in the Debtor or the Las
Vegas property.

All of the trade creditors and all administrative claims are to be
satisfied in the bankruptcy.

As part of the Plan, the Las Vegas Subsidiary and parties to the
bankruptcy will receive releases -- except for fraud and gross
misconduct -- when the Plan becomes effective.

A full-text copy of the Third Amended Plan is available for free
at http://ResearchArchives.com/t/s?6f18

                           About FX Luxury

New York-based FX Luxury Las Vegas I, LLC, fka Metroflag BP, LLC,
owns approximately 17.72 contiguous acres of real property located
at the southeast corner of Las Vegas Boulevard and Harmon Avenue
in Las Vegas, Nevada, which secures mortgage loans in the
aggregate principal amount of $454 million as of April 21, 2010.
FX Luxury is the remaining Las Vegas subsidiary of FX Real Estate
and Entertainment Inc.

The Company filed for Chapter 11 bankruptcy protection on
April 21, 2010 (Bankr. D. Nev. Case No. 10-17015).  Deanna L.
Forbush, Esq., at Fox Rothschild, LLP, serves as bankruptcy
counsel to the Debtor.  Greenberg Traurig, LLP, is the Company's
special counsel.  Sierra Consulting Group, LLC, is the Company's
financial advisor.

The Company disclosed $139,636,791 in assets and $492,568,036 in
debts at the time of the filing.


GELTECH SOLUTIONS: Incurs $997,100 Net Loss in Sept. 30 Quarter
---------------------------------------------------------------
GelTech Solutions Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $997,147 on $28,557 of sales for the three
months ended Sept. 30, 2010, compared with a net loss of $657,321
on $287,554 of sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed
$1.00 million in total assets, $2.63 million in total liabilities,
and a stockholders' deficit of $1.63 million.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6f17

                        Going Concern Doubt

Salberg & Company, P.A., in Boca Raton, Fla., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has a net loss and net cash used in operating activities in 2010
of $3.5 million and $2.6 million, respectively, and has an
accumulated deficit, a stockholders' deficit and working capital
deficit of $9.6 million, $1.1 million, and $1.7 million,
respectively, at June 30, 2010.

                  About GelTech Solutions, Inc.

Jupiter, Fla.-based GelTech Solutions. Inc. (OTC Bulletin Board:
GLTC) -- http://www.GelTechsolutions.com/--  is a Delaware
corporation organized in 2006.  The Company creates innovative,
Earth-friendly, cost-effective products that help industry,
agriculture, and the general public accomplish environmental and
safety goals, such as water conservation and the protection of
lives, homes, and property from fires.  The Company's current
business model is focused on the following products: 1)
FireIce(R), a fire suppression product, 2) SkinArmor(TM), an
ointment used for protecting skin from direct flame and high
temperatures, and 3) Soil2O(TM), a line of agricultural moisture
retention products.


GUIDED THERAPEUTICS: Posts $635,000 Net Loss in Q3 2010
-------------------------------------------------------
Guided Therapetics, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $635,000 on $676,000 of revenue for the
three months ended September 30, 2010, compared with a net loss of
$2.1 million on $577,000 of revenue for the same period of 2009.

"At September 30, 2010, the Company's current assets exceeded
current liabilities by approximately $194,000 and it had an
accumulated deficit due principally to its recurring losses from
operations.  As of September 30, 2010, the Company was past due on
payments due under its notes payable of approximately $502,000.
These notes are unsecured and management is working on a payment
arrangement with the holders."

The Company's balance sheet at September 30, 2010, showed
$3.4 million in total assets, $2.8 million in total liabilities,
and stockholders' equity of $595,000.

As reported by the Troubled Company Reporter on March 29, 2010,
UHY LLP, in Atlanta, Georgia, expressed substantial doubt about
Guided Therapeutics Inc.'s ability to continue as a going concern,
folowing the Copany's 2009 results UHY noted of the Company's
recurring losses from operations, accumulated deficit and working
capital deficit.

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

               http://researcharchives.com/t/s?6f1e

Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP)
-- http://www.guidedinc.com/-- is developing a rapid and painless
test for the early detection of disease that leads to cervical
cancer.  The technology is designed to provide an objective result
at the point of care, thereby improving the management of cervical
disease.  Unlike Pap and HPV tests, the device does not require a
painful tissue sample and results are known immediately.  GT has
also entered into a partnership with Konica Minolta Opto to
develop a non-invasive test for Barrett's Esophagus using the
LightTouch technology platform.


GUITAR CENTER: Bank Debt Trades at 9% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Guitar Center,
Inc., is a borrower traded in the secondary market at 91.04 cents-
on-the-dollar during the week ended Friday, November 19, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.96
percentage points from the previous week, The Journal relates.
The Company pays 350 basis points above LIBOR to borrow under the
facility.  The bank loan matures on October 9, 2014, and carries
Moody's Caa1 rating and Standard & Poor's B- rating.  The loan is
one of the biggest gainers and losers among 186 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Guitar Center, Inc., headquartered in Westlake Village, Calif., is
the largest musical instrument retailer with 312 stores and a
direct response segment, which operates its websites.  It operates
three distinct musical retail business - Guitar Center (about 70%
of revenue), Music & Arts (about 7% of revenue), and Musician's
Friend (its direct response subsidiary with 24% of revenue).
Total revenue is about $2 billion.

Guitar Center carries 'Caa1' corporate family and probability of
default ratings from Moody's Investors Service.  In December 2009,
Moody's said, "The Caa1 Corporate Family Rating reflects Guitar
Center's very weak credit metrics, particularly its interest
coverage, as a result of its very high level of debt."


GULF STATE COMMUNITY: Closed; Centennial Bank Assumes Deposits
--------------------------------------------------------------
Gulf State Community Bank of Carrabelle, Fla., was closed on
Friday, November 19, 2010, by the Florida Office of Financial
Regulation, which appointed the Federal Deposit Insurance
Corporation as receiver.  To protect the depositors, the FDIC
entered into a purchase and assumption agreement with Centennial
Bank of Conway, Ark., to assume all of the deposits of Gulf State
Community Bank.

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

As of September 30, 2010, Gulf State Community Bank had around
$112.1 million in total assets and $112.2 million in total
deposits.  Centennial Bank did not pay the FDIC a premium to
assume all of the deposits of Gulf State Community Bank.  In
addition to assuming all of the deposits of the failed bank,
Centennial Bank agreed to purchase essentially all of the assets.
The FDIC and Centennial Bank entered into a loss-share transaction
on $84.4 million of Gulf State Community Bank's assets.
Centennial Bank will share in the losses on the asset pools
covered under the loss-share agreement.  The loss-share
transaction is projected to maximize returns on the assets covered
by keeping them in the private sector.  The transaction also is
expected to minimize disruptions for loan customers.  For more
information on loss share, visit:

  http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-774-8035.  Interested parties also can
visit the FDIC's Web site at:

  http://www.fdic.gov/bank/individual/failed/gulfstate.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $42.7 million.  Compared to other alternatives, Centennial
Bank's acquisition was the least costly resolution for the FDIC's
DIF.  Gulf State Community Bank is the 147th FDIC-insured
institution to fail in the nation this year, and the 28th in
Florida.  The last FDIC-insured institution closed in the state
was Progress Bank of Florida, Tampa, on October 22, 2010.


HAL CHAN: Voluntary Chapter 11 Case Summary
-------------------------------------------
Joint Debtors: Hal Chan
               Sarunya Chan
               13 Bennett Road
               Redwood City, CA 94062

Bankruptcy Case No.: 10-34551

Chapter 11 Petition Date: November 17, 2010

Court: U.S. Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Thomas E. Carlson

Debtors' Counsel: Curtis Smolar, Esq.
                  ROPERS MAJESKI KOHN AND BENTLEY
                  201 Spear Street, #1000
                  San Francisco, CA 94105
                  Tel: (415)972-6308
                  E-mail: csmolar@rmkb.com

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

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

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

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
52 Enterprises, Inc.                  10-34550            11/17/10


HAMTRAMCK, MI: Mich. Treasury Says Bankruptcy 'Not An Option'
-------------------------------------------------------------
Bankruptcy Law360 reports that Michigan's Department of Treasury
said that the Detroit suburb of Hamtramck, mired in a
multimillion-dollar contract dispute with Detroit over tax
payments tied to a General Motors Co. plant, would not be allowed
under state law to file for bankruptcy.

"Bankruptcy is not an option for a municipality in Michigan,"
Law360 quoted Treasury spokesman Caleb Buhs as saying.

As reported the Troubled Company Reporter on November 19, 2010,
Mike Wilkinson and Paul Egan, writing for The Detroit News, said
that the city of Hamtramck asked the state of Michigan for
permission to file for Chapter 9 bankruptcy protection.  "I'm
going to run out of money Jan. 31," said Hamtramck City
Manager Bill Cooper said Tuesday, according to Detroit News.

Unable to reach agreements with its unions and waging a court
battle with Detroit over millions in taxes from the General
Motors' Poletown plant, the city is staring at a $3 million
deficit it cannot solve, Detroit News said.


HARRAH'S ENTERTAINMENT: HOC Bank Debt Trades at 103.43%
-------------------------------------------------------
Participations in a syndicated loan under which Harrah's Operating
Company, Inc., is a borrower traded in the secondary market at
103.43 cents-on-the-dollar during the week ended Friday, November
19, 2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
0.66 percentage points from the previous week, The Journal
relates.  The Company pays 750 basis points above LIBOR to borrow
under the facility.  The bank loan matures on October 23, 2016,
and carries Moody's Caa1 rating and Standard & Poor's B rating.
The loan is one of the biggest gainers and losers among 186 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

Harrah's Entertainment, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $164.8 million on $2.29 billion of
net revenues for the quarter ended Sept. 30, 2010, compared with a
net loss of $1.71 billion on $2.29 billion of net revenues for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed
$29.28 billion in total assets, $28.22 billion in total
liabilities, and stockholders' equity of $1.06 billion.

Las Vegas, Nevada-based Harrah's Entertainment, Inc. --
http://www.harrahs.com/-- through its wholly owned subsidiary,
Harrah's Operating Company, Inc., operates nearly 40 casinos
across the United States, primarily under the Harrah's(R),
Caesars(R) and Horseshoe(R) brand names; Harrah's also owns the
London Clubs International family of casinos and the World Series
of Poker(R).  Private equity firms Apollo Global Management and
TPG Capital LP acquired Harrah's in January for $31 billion.

Harrah's carries 'Caa3' corporate family and probability of
default ratings, with "positive outlook", from Moody's Investors
Service.  It has 'B-' issuer credit ratings, with "stable"
outlook, from Standard & Poor's.


HARRAH'S ENTERTAINMENT: Cancels IPO of 31.25 Million Shares
-----------------------------------------------------------
Harrah's Entertainment, Inc., said Friday it is not pursuing its
initial public offering of common stock at this time due to market
conditions.  The registration statement relating to the offering
of securities in an initial public offering has been filed with
the Securities and Exchange Commission, which is not yet
effective.  The securities may not be sold nor may offers to buy
be accepted prior to the time the registration statement becomes
effective.

Harrah's commenced the IPO of 31,250,000 shares of common stock on
November 5.  All shares included in the initial public offering
were to be sold by the Company to be listed under the name Caesars
Entertainment Corporation.  The estimated range for the initial
public offering price was $15.00 to $17.00 per share.  The Company
had applied to have the shares listed on the Nasdaq Global Select
Market under the symbol "CZR."  The Company granted the
underwriters a 30-day option to purchase up to an additional
4,687,500 shares of common stock on the same terms and conditions.
The Company intended to use the net proceeds from the offering to
fund a near-term pipeline of growth projects and for general
corporate purposes.

Citi, Credit Suisse Securities (USA) LLC, BofA Merrill Lynch,
Deutsche Bank Securities and Goldman, Sachs & Co. were to act as
joint bookrunners for the offering.

Michael J. De La Merced and Chris V. Nicholson, writing for The
New York Times, report it wasn't clear whether Harrah's would try
again at a later date, perhaps at a lower price range.  The IPO
would have raised about $501 million at the midpoint of the range.
NY Times notes neither of the casino operator's principal owners,
the buyout firms TPG Capital and Apollo Global Management, were
selling their stakes as part of the offering.

According to The Wall Street Journal's Alexandra Berzon, a person
familiar with the company's plans said Harrah's is likely to wait
six to nine months to go back to public-equity markets.

The Journal also says tepid investor demand scuttled the share
sale.  The Journal relates people familiar with the matter said
investors regarded Harrah's own valuation -- $5.2 billion in
equity and some $21 billion in debt -- as too aggressive.  The
sources also said investors wanted to see better financial
performance in the quarters ahead before committing to new share
purchases.

As reported by the Troubled Company Reporter on November 10, 2010,
Harrah's reported a net loss of $164.8 million on $2.29 billion of
net revenues for the quarter ended Sept. 30, 2010, compared with a
net loss of $1.71 billion on $2.29 billion of net revenues for the
same period a year ago.  The Company's balance sheet at Sept. 30,
2010, showed $29.28 billion in total assets, $28.22 billion in
total liabilities, and stockholder's equity of $1.06 billion.

                    About Harrah's Entertainment

Las Vegas, Nevada-based Harrah's Entertainment, Inc. --
http://www.harrahs.com/-- through its wholly owned subsidiary,
Harrah's Operating Company, Inc., operates nearly 40 casinos
across the United States, primarily under the Harrah's(R),
Caesars(R) and Horseshoe(R) brand names; Harrah's also owns the
London Clubs International family of casinos and the World Series
of Poker(R).  Private equity firms Apollo Global Management and
TPG Capital LP acquired Harrah's in January for $31 billion.

Harrah's carries 'Caa3' corporate family and probability of
default ratings, with "positive outlook", from Moody's Investors
Service.  It has 'B-' issuer credit ratings, with "stable"
outlook, from Standard & Poor's.


HARRISBURG PA: Gets Closer to Decision on State Oversight Entry
---------------------------------------------------------------
Pennsylvania's cash-strapped capital city moved closer to learning
if it will be declared distressed under the state's oversight
program, which provides assistance to such municipalities with
severe financial problems, Dow Jones' Small Cap reports.

According to the report, the hearing on Harrisburg Mayor Linda
Thompson's application to the program, known as Act 47, was closed
Wednesday after more testimony from the public and local
officials.  The report relates that 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.  The department will move "as expeditiously as possible,"
said Fred Reddig, executive director of the governor's Center for
Local Government Services, who couldn't provide a deadline, the
report notes.

The report adds that the hearing was first held on Oct. 20, but
state officials decided to continue it because of objections by a
local taxpayer group, Debt Watch Harrisburg.

                     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.


HAMPTON ROADS: Launches $40 Million Stock Rights Offering
---------------------------------------------------------
Hampton Roads Bankshares Inc., the holding company for Bank of
Hampton Roads and Shore Bank, has commenced a $40 million common
stock rights offering.

Shareholders who owned common shares of the Company at the close
of business on September 29, 2010, including those holders of
Series A and B preferred shares of the Company who tendered such
shares in exchange offers required to be conducted under the terms
of the agreements governing the Company's $255 million private
placement of common stock, will receive at no charge a non-
transferable right to purchase newly-issued common shares in the
Rights Offering.

The Company said it will issue up to 100,000,000 common shares in
the Rights Offering at a price of $0.40 per share, the same price
paid by the institutional investors participating in the Private
Placement.  Eligible shareholders may exercise the rights to
purchase 2.2698 newly-issued shares for each common share owned.
To the extent that some eligible shareholders do not participate
in the Rights Offering, or choose to purchase less than their full
allocation of shares, the remaining shares will be available for
purchase by other eligible shareholders.

The Rights Offering will expire at 5:00 p.m. Eastern time on
December 10, 2010.  In the event that the Rights Offering is not
fully subscribed, institutional investors participating in the
Private Placement have agreed to purchase those shares of common
stock not purchased in the Rights Offering, provided that certain
conditions are met.

On September 30, 2010, the Company closed on $235 million of the
Private Placement.  The Company expects to close on the remaining
$20 million of the Private Placement and issue an additional
50,000,000 common shares promptly following the closing of the
Rights Offering and before the end of the fourth quarter.

The Company said it plans to use the proceeds of the Rights
Offering to make capital contributions to its subsidiary banks and
for other corporate purposes.

Yount, Hyde & Barbour, P.C., in Winchester, Va., expressed
substantial doubt about the Company's ability to continue as a
going concern in its report on the Company's restated consolidated
financial statements for the year ended December 31, 2009.  The
independent auditors noted that quantitative measures established
by regulation to ensure capital adequacy require the Company and
its subsidiary banks to maintain minimum amounts and ratios of
total and Tier I capital to risk-weighted assets, and Tier I
capital to average assets.  In addition, the Company has suffered
recurring losses from operations and declining levels of capital.

                  About Hampton Roads Bankshares

Hampton Roads Bankshares, Inc. (NASDAQ: HMPR)
-- http://www.hamptonroadsbanksharesinc.com/-- is a bank holding
company that was formed in 2001 and is headquartered in Norfolk,
Virginia.  The Company's primary subsidiaries are Bank of Hampton
Roads, which opened for business in 1987, and Shore Bank, which
opened in 1961.  Currently, Bank of Hampton Roads operates twenty-
eight banking offices in the Hampton Roads region of southeastern
Virginia and twenty-four offices in Virginia and North Carolina
doing business as Gateway Bank & Trust Co.  Shore Bank serves the
Eastern Shore of Maryland and Virginia through eight banking
offices and fifteen ATMs.

Hampton Roads Bankshares, Inc., reported a net loss of $84.5
million on $17.9 million of net interest income for the three
months ended September 30, 2010, compared with a net loss of $13.4
million on $26.5 million of net interest income for the same
period last year.

Effective June 17, 2010, the Company and its banking subsidiary,
Bank of Hampton Roads ("BOHR"), entered into a written agreement
with the Federal Reserve Bank of Richmond and the Bureau of
Financial Institutions of the Virginia State Corporation
Commission.  The Company's other banking subsidiary, Shore Bank,
is not a party to the Written Agreement.

Under the terms of the Written Agreement, among other things, BOHR
agreed to develop and submit for approval plans to (a) strengthen
board oversight of management and BOHR's operations, (b)
strengthen credit risk management policies, (c) improve BOHR's
position with respect to loans, relationships, or other assets in
excess of $2.5 million which are now, or may in the future become,
past due more than 90 days, are on BOHR's problem loan list, or
adversely classified in any report of examination of BOHR, (d)
review and revise, as appropriate, current policy and maintain
sound processes for determining, documenting, and recording an
adequate allowance for loan and lease losses, (e) improve
management of BOHR's liquidity position and funds management
policies, (f) provide contingency planning that accounts for
adverse scenarios and identifies and quantifies available sources
of liquidity for each scenario, (g) reduce the Bank's reliance on
brokered deposits, and (h) improve BOHR's earnings and overall
condition.

The Company said in its Form 10-Q for the September 2010 quarter
that due to its financial results, the substantial uncertainty
throughout the U.S. banking industry, and the Written Agreement
the Company and BOHR have entered into, doubts existed regarding
the Company's ability to continue as a going concern through the
second quarter of 2010.  However, management believes this concern
has been mitigated by the initial closing of the Private Placement
that occurred on September 30, 2010.


HAMPTON ROADS: Gets NASDAQ Noncompliance Notice for Bid Price
-------------------------------------------------------------
Hampton Roads Bankshares, Inc. received a letter from The NASDAQ
Stock Market notifying the Company that it no longer meets
NASDAQ's continued listing requirement under Listing Rule
5450(a)(1).  The Notification Letter states that the minimum bid
price of the Company's common stock has traded below $1.00 per
share for 30 consecutive business days and that the Company is
therefore not in compliance with the Bid Price Rule.

The Notification Letter has no effect at this time on the listing
of the Company's common stock on the NASDAQ Global Select Market
and the Company's common stock will continue to trade on the
NASDAQ Global Select Market under the symbol "HMPR."

The Notification Letter states that the Company will be afforded
180 calendar days, or until May 16, 2011, to regain compliance
with the Bid Price Rule.  To regain compliance, the closing bid
price of the Company's common stock must meet or exceed $1.00 per
share for at least ten consecutive business days.  If the Company
does not regain compliance by May 16, 2011, NASDAQ will provide
written notification to the Company that the Company's common
stock will be subject to delisting from the NASDAQ Global Select
Market.  The Company may, however, be eligible for an additional
grace period if it satisfies the initial listing standards  for
listing on the NASDAQ Capital Market, and submits a timely
notification to NASDAQ to transfer the listing of its common stock
to the NASDAQ Capital Market.  The Company may also appeal
NASDAQ's delisting determination to a NASDAQ Hearings Panel.

The Company intends to actively monitor the bid price of its
common stock and will consider available options to resolve the
deficiency and regain compliance with the NASDAQ requirements.
Such actions could include implementation of the reverse split of
the Company's common stock that was authorized by the Company's
stockholders at the Company's 2010 annual meeting on September 28,
2010.  If necessary, the Company will implement the Reverse Stock
Split, which must be completed no later than May 2, 2011 in order
to regain compliance with the Bid Price Rule.  In the event the
Board of Directors implements the Reverse Stock Split, the Company
will make a public announcement to stockholders prior to the
record date.

                About Hampton Roads Bankshares

Hampton Roads Bankshares, Inc. is a bank holding company that was
formed in 2001 and is headquartered in Norfolk, Virginia. The
Company's primary subsidiaries are Bank of Hampton Roads, which
opened for business in 1987, and Shore Bank, which opened in 1961
(the "Banks"). The Banks engage in general community and
commercial banking business, targeting the needs of individuals
and small to medium-sized businesses. Currently, Bank of Hampton
Roads operates twenty-eight banking offices in the Hampton Roads
region of southeastern Virginia and twenty-four offices in
Virginia and North Carolina doing business as Gateway Bank & Trust
Co. Shore Bank serves the Eastern Shore of Maryland and Virginia
through eight banking offices and fifteen ATMs. Through various
affiliates, the Banks also offer mortgage banking services,
insurance, title insurance, and investment products. Shares of the
Company's common stock are traded on the NASDAQ Global Select
Market under the symbol HMPR.


HAWKER BEECHCRAFT: Bank Debt Trades at 15% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 84.79 cents-on-
the-dollar during the week ended Friday, November 19, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.46
percentage points from the previous week, The Journal relates.
The Company pays 200 basis points above LIBOR to borrow under the
facility.  The bank loan matures on March 26, 2014, and carries
Moody's Caa1 rating and Standard & Poor's CCC+ rating.  The loan
is one of the biggest gainers and losers among 186 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

                      About Hawker Beechcraft

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kansas, is a leading manufacturer of business jets,
turboprops and piston aircraft for corporations, governments and
individuals worldwide.

Hawker Beechcraft Acquisition Company LLC reported net sales for
the three months ended September 30, 2010, of $594.7 million, a
decrease of $163.0 million compared to the third quarter of 2009.
During the three months ended September 30, 2010, the Company
recorded an operating loss of $81.4 million, compared to an
operating loss of $721.1 million during the comparable period in
2009.  The improved operating loss versus the prior period was
primarily due to charges of $581.5 million related to asset
impairments recorded during the three months ended September 27,
2009.

The Company's balance sheet at June 27, 2010, showed
$3.420 billion in total assets, $3.408 billion in total
liabilities, and stockholders' equity of $11.6 million.

Hawker Beechcraft reported a net loss of $56.8 million on
$639.3 million of total sales for the three months ended June 27,
2010, compared with net income of $172.2 million on $816.3 million
of sales for the three months ended June 28, 2009.

Hawker Beechcraft carries 'Caa2' corporate family and probability
of default ratings from Moody's Investors Service.


HERBST GAMING: Bank Debt Trades at 43% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Herbst Gaming,
Inc., is a borrower traded in the secondary market at 57.36 cents-
on-the-dollar during the week ended Friday, November 19, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.50
percentage points from the previous week, The Journal relates.
The Company pays 187.5 basis points above LIBOR to borrow under
the facility.  The bank loan matures on December 8, 2013.  Moody's
has withdrawn its rating, while Standard & Poor's does not assign
a rating, on the bank debt.  The loan is one of the biggest
gainers and losers among 186 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                       About Herbst Gaming

Headquartered in Reno, Nevada, Herbst Gaming, Inc. --
http://www.herbstgaming.com/-- is a diversified gaming company.
The Company and its subsidiaries focus on two business lines, slot
route operations and casino operations.  The Company's route
operations involves the exclusive installation and, as of
September 30, 2009, operation of around 6,300 slot machines in
non-casino locations, such as grocery stores, drug stores,
convenience stores, bars and restaurants.  The casino operations
consist of 16 casinos located in Nevada, Iowa and Missouri.

The Company and 17 of its affiliates filed for Chapter 11
protection on March 22, 2009 (Bankr. D. Nev. Lead Case No. 09-
50752).  Thomas H. Fell, Esq., and Gerald M. Gordon, Esq., at
Gordon Silver, represented the Debtors in their restructuring
effort.  Herbst Gaming had $919.1 million in total assets and
debts of $1.57 billion as of the Chapter 11 filing.  The
Bankruptcy Court issued an order on January 22, 2010, confirming
the company's amended joint plan of reorganization.  The plan
became effective February 5, 2010.


HERCULES OFFSHORE: Bank Debt Trades at 8% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Hercules Offshore,
Inc., is a borrower traded in the secondary market at 92.42 cents-
on-the-dollar during the week ended Friday, November 19, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 1.80
percentage points from the previous week, The Journal relates.
The Company pays 650 basis points above LIBOR to borrow under the
facility.  The bank loan matures on July 11, 2013, and carries
Moody's Caa1 rating and Standard & Poor's B- rating.  The loan is
one of the biggest gainers and losers among 186 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Hercules Offshore, Inc. (NASDAQ: HERO) --
http://www.herculesoffshore.com/-- provides shallow-water
drilling and marine services to the oil and natural gas
exploration and production industry in the United States, Gulf of
Mexico and internationally.  The Company provides these services
to integrated energy companies, independent oil and natural gas
operators and national oil companies.  The Company operates in six
business segments: Domestic Offshore, International Offshore,
Inland, Domestic Liftboats, International Liftboats and Delta
Towing.

The Troubled Company Reporter said on November 17, 2010, Moody's
Investors Service downgraded the Corporate Family Rating of
Hercules Offshore Inc. and the Probability of Default Rating to
Caa1 from B2.  Moody's also downgraded Hercules' 10.5% senior
secured notes due 2017, its senior secured revolving credit
facility due 2012, and its senior secured term loan B due 2013,
all to Caa1 with LGD3, 45%.  The outlook remains negative.

"The inability of Hercules to generate meaningful free cash flow
despite limited reinvestment in its aging fleet of rigs is cause
for concern," commented Stuart Miller, Moody's Senior Analyst.
"Without a significant de-leveraging of its balance sheet,
Hercules is following a path that could lead to financial hardship
at the first sign of a market softening."  Hercules' Caa1 CFR
rating reflects its highly leveraged balance sheet and limited
ability to generate free cash flow.  The Caa1 rating on the senior
secured notes reflects their pari passu secured position in
Hercules' capital structure relative to the senior secured credit
facilities.

As reported in the TCR on June 10, 2010, Standard & Poor's took
several rating actions on eight U.S. oil and gas companies,
including Hercules Offshore, Inc., following an industry review.
S&P reviewed companies with operating exposure to the Gulf of
Mexico following the U.S. Department of the Interior's extension
of the moratorium on drilling permits.  S&P believes that when the
moratorium is eventually lifted, there could be extensive delays
in issuing new permits due to high initial volume and new safety
and operating standards imposed.  S&P downgraded Hercules
Offshore's rating from (B/Negative/--) to (B-/Negative/--).  The
rating actions also reflect S&P's heightened concerns about the
burgeoning scope of the Macondo well disaster.  The flow of oil
into the Gulf of Mexico is likely to continue until at least
August.  Uncertainty about the ultimate remediation cost and
potential financial liabilities associated with the disaster has
already resulted in a rating downgrade of the corporate credit
rating of BP PLC (AA-/Watch Neg/A-1+).


HI-FIVE ENTERPRISES: Siena Hotel and Casino Sold for $3.9-Mil.
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hi-Five Enterprises LLC's Italian-themed Siena Hotel
Spa & Casino in Reno, Nevada, will be sold for $3.9 million under
authorization given Nov. 17 by the U.S. Bankruptcy Court in Reno.
Operations had been halted at both the hotel and casino for lack
of cash.

Mr. Rochelle recounts that the hotel originally filed in Chapter
11 to stop the loss of the gaming license. There are virtually no
casinos in Nevada reorganizing outside their home state.  The
petition said debt exceeds $50 million.  The hotel has 185 rooms
and 29 suites, according to the Web site.  The casino covers
23,000 square feet.

Hi-Five Enterprises LLC's Chapter 11 case is pending in Reno,
Nevada (Bankr. D. Nev. Case No. 10-54013).  The case was
originally filed in Oakland, California on July 21, 2010.
Creditors together with Nevada gaming regulators had the case
transferred to Nevada in October.


HOMELAND SECURITY: Posts $261,600 Profit in Third Quarter
---------------------------------------------------------
Homeland Security Capital Corporation filed its quarterly report
on Form 10-Q, reporting net income of $261,660 on $25.05 million
of net contract revenue for the three months ended Sept. 30, 2010,
compared with a net loss of $745,849 on $20.84 million on net
contract revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed
$37.28 million in total assets, $38.11 million in total
liabilities, and a stockholders' deficit of $1.00 million.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6f15

                        About Homeland Security

Homeland Security Capital Corporation is an international provider
of specialized technology-based radiological, nuclear,
environmental disaster relief and electronic security solutions to
government and commercial customers.


HORIZON BANCORP: Delays Form 10-Q as Bank Unit Seized September
---------------------------------------------------------------
Horizon Bancorporation Inc. said it could not timely file its
quarterly report on Form 10-Q with the Securities and Exchange
Commission.  The Company said, since early September, its
accounting staff has been fully engaged with determining the
proper accounting treatment of the failure of the Company's
wholly-owned banking subsidiary, which went into an FDIC
receivership on September 10, 2010.  As a result, the subject
report could not be filed timely without unreasonable effort and
expense.

                   About Horizon Bancorporation

Horizon Bancorporation, Inc. (OTC BB: HZNB)
-- http://www.horizonbankfl.com/-- is the bank holding company of
Horizon Bank, a commercial bank chartered under the laws of
Florida.  The Company maintains its corporate offices and main
banking center at 900 53rd Avenue East, in Bradenton, Florida.

On September 10, 2010, Horizon Bank failed and the Federal Deposit
Insurance Corporation was appointed as receiver for the Bank and
its assets.

The Company's existing management team, consisting of Charles S.
Conoley, as President and CEO, and Kathleen M. Jepson, as CFO, and
the Company's existing directors will continue to manage the
affairs of the Company.  Management and the Board of Directors are
currently evaluating the possibility of the Company entering into
one or more lines of business, which may or may not involve the
ownership of a financial institution, while, in the short run,
resolving all outstanding issues stemming from Horizon Bank's
receivership.  The Company intends to maintain, for the
foreseeable future, the Company's status as a fully reporting
public company.


IH 1 INC: Sun Indalex's Bid to Reconsider Huron Fees Denied
-----------------------------------------------------------
The Hon. Peter J. Walsh denies Sun Indalex Finance, LLC's motion
to reconsider the order granting the final fee application of
Huron Consulting Services LLC.

The case is In re: IH 1, INC., et al., (Bankr. D. Del. Case No.
09-10982). A copy of the Court's order dated November 5, 2010, is
available at http://is.gd/hoCOyfrom Leagle.com.


INDEPENDENCE TAX II: Earns $982,100 in September 30 Quarter
-----------------------------------------------------------
Independence Tax Credit Plus L.P. II filed its quarterly report on
Form 10-Q, reporting net income of $982,077 on $2,005,406 of total
revenues for the fiscal second quarter ended September 30, 2010,
compared with a net loss of $916,401 on $1,902,205 of total
revenues for the same period a year earlier.

Independence Tax II's balance sheet at September 30, 2010, showed
$33,725,443 in total assets, $77,905,945 in total liabilities, and
a partners' deficit of $44,180,502.

At September 30, 2010, the Partnership's liabilities exceeded
assets by $44,180,502 and for the six months ended September 30,
2010 incurred net income of $230,948, including gain on sale of
properties of $1,815,882.  "These factors raise substantial doubt
about the Partnership's ability to continue as a going concern."

A full-text copy of the Partnership's Form 10-Q is available for
free at http://researcharchives.com/t/s?6f19

            About Independence Tax Credit Plus L.P. II

Based in New York, Independence Tax Credit Plus L.P. II was
organized on Feb. 11, 1992, and commenced its public offering on
Jan. 19, 1993.  The general partner of the Partnership is Related
Independence Associates L.P., a Delaware limited partnership.  The
general partner of Related Independence Associates L.P. is Related
Independence Associates Inc., a Delaware Corporation.  The
ultimate parent of Related Independence Associates L.P. is
Centerline Holding Company.

The Partnership's business is primarily to invest in other
partnerships owning leveraged apartment complexes that are
eligible for the low-income housing tax credit enacted in the Tax
Reform Act of 1986, some of which may also be eligible for the
historic rehabilitation tax credit.


INDEPENDENCE TAX III: Posts $500,200 Net Loss in Sept. 30 Quarter
-----------------------------------------------------------------
Independence Tax Credit Plus L.P. III filed its quarterly report
on Form 10-Q, reporting a net loss of $500,152 on $1.61 million of
revenue for the three months ended September 30, 2010, compared
with a net loss of $130,759 on $1.73 million of revenue for the
same period ended September 30, 2009.

"At September 30, 2010, the Partnership's liabilities exceeded
assets by $32,341,589 and for the six months ended September 30,
2010, incurred a net loss of $963,591, including loss on sale of
properties of $42,454.  These factors raise substantial doubt
about the Partnership's ability to continue as a going concern."

The Partnership's balance sheet at September 30, 2010, showed
$21.82 million in total assets, $54.16 million in total
liabilities, and a partners' deficit of $32.34 million.

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

               http://researcharchives.com/t/s?6f1d

                    About Independence Tax III

Independence Tax Credit Plus L.P. III is a limited partnership
which was formed under the laws of the State of Delaware on
December 23, 1993.  The Partnership invests in limited
partnerships that own apartment complexes.  The Partnership
is in the process of selling its investments.  Related
Independence Associates III L.P. serves as the general partner of
Independence Tax Credit Plus L.P. III.  The Partnership is based
in New York, New York.

The Partnership originally invested all of its net proceeds in
twenty Local Partnerships of which approximately $120,000 remains
to be paid to the Local Partnerships (including approximately
$115,000 being held in escrow).  The Partnership is in the process
of developing a plan to dispose of all of its investments.  It is
anticipated that the process will continue to take a number of
years.  As of September 30, 2010, the Partnership has sold its
limited partnership interests in three Local Partnerships.


INDEPENDENCE TAX IV: Sept. 30 Balance Sheet Upside-Down by $13.8MM
------------------------------------------------------------------
Independence Tax Credit Plus L.P. IV filed its quarterly report on
Form 10-Q, reporting a net loss of $336,164 on $1.11 million of
revenue for the three months ended September 30, 2010, compared
with a net loss of $559,962 on $1.10 million of revenue for the
three months ended September 30, 2009.

At September 30, 2010, the Partnership's liabilities exceeded
assets by $13.79 million and for the six months ended
September 30, 2010, the Partnership incurred a net loss of
$778,544.  "While these factors raise substantial doubt about the
Partnership's ability to continue as a going concern, there are
mitigating factors," the Partnership said.  "Partnership
management fees of approximately $1,996,000 [owed to the General
Partner as of September 30, 2010] will be payable out of sales or
refinancing proceeds only to the extent of available funds after
payments on all other Partnership liabilities have been made other
than those owed to the General Partner and its affiliates.  As
such, the General Partner cannot demand payment of these deferred
fees beyond the Partnership's ability to pay them."

The Partnership's balance sheet at September 30, 2010,
showed $23.25 million in total assets, $37.04 in total
liabilities, and a partners' deficit of $13.79 million.

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

               http://researcharchives.com/t/s?6f22

Headquartered in New York, Independence Tax Credit Plus L.P. IV
Independence Tax Credit Plus L.P. IV is a limited partnership
which was formed under the laws of the State of Delaware on
February 22, 1995.  The general partner of the Partnership is
Related Independence L.L.C., a Delaware limited liability company.
Centerline Holding Company is the ultimate parent of Centerline
Affordable Housing Advisors LLC, the managing member of Related
Independence L.L.C.

The Partnership's initial business was to invest in other
partnerships owning leveraged apartment complexes that are
eligible for the low-income housing tax credit enacted in the Tax
Reform Act of 1986, some of which may also be eligible for the
historic rehabilitation tax credit.  The Partnership is currently
invested in twelve local partnerships.

The Partnership is currently in the process of developing a plan
to dispose of all its investments.  It is anticipated that this
process will continue to take a number of years.  As of
September 30, 2010, the Partnership's limited partnership interest
in one Local Partnership and the property and the related assets
and liabilities of one Local Partnership have been sold.  In
addition, as of September 30, 2010, the Partnership has entered
into an agreement to sell its limited partnership interests in two
Local Partnerships.


INTERFACE INC: Moody's Assigns 'B2' Rating to $275 Mil. Notes
-------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Interface,
Inc.'s proposed $275 million senior unsecured notes due 2015.
Concurrently, Moody's affirmed the company's B1 corporate family
rating and B1 probability of default rating.  The ratings outlook
remains stable.  The ratings on the new notes are subject to the
receipt and review of final documentation upon closing of the
proposed refinancing transactions.

Proceeds from the note offering, along with cash, will be used to
tender the company's existing senior secured notes due 2013 (B1)
and subordinated notes due 2014 (B3), as well pay related fees and
expenses.  The ratings on the existing notes will be withdrawn
following the successful completion of the proposed refinancing
transactions.

                        Ratings Rationale

Interface's B1 corporate family rating reflects the company's
strong credit metrics, good liquidity, and leading market position
in the modular carpet segment.  Rating constraints include the
company's significant exposure to the cyclical corporate interiors
market, its limited product mix relative to the rated universe,
and macroeconomic conditions which have tempered the recovery in
the floor covering industry.

The stable outlook reflects Moody's expectation for sustained
profitability and credit metric improvement, as the company
continues to diversify into profitable end markets, improves
operating efficiencies, and expands its geographic footprint
through a growing emerging market presence.

Upward rating pressure would stem from growth in sales driven by
the continued recovery in the company's end user markets, as well
as maintenance of current profitability levels and maintaining
good liquidity.  Specific metrics include EBITA margins sustained
above 10%, and EBITA-to-Interest expense above 2.5x.  Any
prolonged weakness in operating performance or degradation in
liquidity would negatively impact the current ratings.  More
specifically, Debt-to-EBITDA nearing 4.0x, and EBITA-to-Interest
Expense below 1.75x on a sustained basis could trigger negative
ramifications.

Interface, Inc., based in Atlanta, Georgia, designs, produces and
sells modular carpet and designer-oriented broadloom carpet.
Brand names include InterfaceFLOR, FLOR, Heuga, Bentley Prince
Street, Prince Street House and Home and Intersept.  Revenues for
the twelve months ended July 4, 2010, approached $900 million.


INTERFACE INC: S&P Assigns 'B+' Rating to $275 Mil. Notes
---------------------------------------------------------
Standard & Poor's Ratings Services assigned ratings to Atlanta,
Ga.-based Interface Inc.'s proposed issuance of $275 million in
senior unsecured notes due 2018.  S&P rated the notes 'B+' (at the
same level as S&P's 'B+' corporate credit rating on the company)
with a recovery rating of '3', indicating its expectation of
meaningful (50%-70%) recovery for noteholders in the event of a
payment default.

Interface has indicated that it will use the proceeds from the
note offering for the repayment of the company's existing 11.375%
senior secured notes due 2013, its 9.5% senior subordinated notes
due 2014, as well as its transaction fees and expenses.  Ratings
for the existing notes will be withdrawn upon closing of the
transaction and repayment of these notes.  Interface had about
$256 million of debt outstanding as of Oct. 3, 2010.

The corporate credit rating on Interface is 'B+', and the rating
outlook is stable.  The ratings reflect the competitive and
cyclical market conditions in the global floor-covering market, as
well as the company's narrow business focus and heavy dependence
on the corporate office segment.  However, S&P believes Interface
benefits from a significant market share (estimated at 35%) in the
worldwide modular carpet segment, which has been growing faster
than the rest of the floor-covering market over the past decade.
Credit measures remain stronger than the medians for the rating
category with leverage of about 2.9x and FFO to total debt of more
than 19% for the 12 months ended Oct. 3, 2010.  Following this
transaction, S&P estimate pro forma leverage will only increase to
3x and FFO to total debt will be about 18.3%.  The stable outlook
reflects S&P's expectation that the company will continue to
improve operating performance and profitability as demand for
modular carpet recovers.

                           Ratings List

                         Ratings Affirmed

                          Interface Inc.

   Corporate credit rating                        B+/Stable/--

                           New Ratings

                  Senior unsecured debt ratings

        $275 mil sr unsecd nts due 2018               B+
        Recovery rating                               3


INTERMETRO COMMUNICATIONS: Earns $750,000 in September 30 Quarter
-----------------------------------------------------------------
InterMetro Communications, Inc., filed its quarterly report on
Form 10-Q, reporting net income of $750,000 on net revenues of
$7.6 million for the three months ended September 30, 2010,
compared with a net loss of $1.4 million on $5.2 million of net
revenues for the same period of 2009.

The Company's balance sheet as of September 30, 2010, showed
$6.0 million in total assets, $24.3 million in total liabilities,
and a stockholders' deficit of $18.3 million.

Gumbiner Savett Inc., in Santa Monica, Calif., 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 incurred net losses of
$4.9 million and $9.4 million for 2009 and 2008, respectively; and
as of December 31, 2009, the Company had a working capital deficit
of $21.5 million and a stockholders' deficit of $20.5 million.

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

              http://researcharchives.com/t/s?6f28

                About InterMetro Communications

Simi Valley, Calif.-based InterMetro Communications, Inc. is a
Nevada corporation which, through its wholly owned subsidiary,
InterMetro Communications, Inc. (Delaware), is engaged in the
business of providing voice over Internet Protocol communications
services.  The Company owns and operates state-of-the-art VoIP
switching equipment and network facilities that are utilized to
provide traditional phone companies, wireless phone companies,
calling card companies and marketers of calling cards with
wholesale voice and data services, and voice-enabled application
services.


IRVING TANNING: Files for Chapter 11 in Maine
----------------------------------------------
Irving Tanning Co. and its affiliates filed for Chapter 11
bankruptcy (Bankr. D. Maine Case No. 10-11757) in Bangor, Maine.

Irving Tanning is a producer and seller of leather for shoes and
handbags from Hartland, Maine.  It estimated assets of less than
$10 million and debt exceeding $10 million.

Porter Capital Corp. is owed almost $2 million on a factoring
agreement, while The Fund of Jupiter LLC has a secured claim of
$4.2 million.  Maine development authorities are owed more than
$1.2 million.

Accounts payable amount to about $2.6 million, court papers say.
Revenue for the year ending in June was more than $28 million.

Scott Monroe at The Morning Sentinel reports that Prime Tanning is
a year behind on its property tax payments to the town, owing more
than $300,000 in back payments.

According to The Sentinel, the Company blamed "legacy liabilities
resulting primarily from the formerly unprofitable operations at
the now-discontinued Berwick operation and the now-sold Prime
Missouri."

The Sentinel said in a separate report that the town of Hartland
selected Nathan J. Martell at the law firm Eaton Peabody to
represent the town in the bankruptcy case of Prime Tanning.  The
Company owes more than $300,000 in late tax payments to the town.


IRVING TANNING: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Irving Tanning Company
          aka IT Acquisition Corporation
          aka Prime Tanning-Hartland
        9 Main Street
        Hartland, ME 04943

Bankruptcy Case No.: 10-11757

Chapter 11 Petition Date: November 16, 2010

Court: United States Bankruptcy Court
       District of Maine (Bangor)

Debtor's Counsel: Robert J. Keach, Esq.
                  BERNSTEIN, SHUR, SAWYER & NELSON
                  100 Middle Street, 6th Floor
                  P.O. Box 9729
                  Portland, ME 04104-5029
                  Tel: (207) 774-1200
                  E-mail: rkeach@bernsteinshur.com

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

Estimated Debts: $10,000,001 to $50,000,000

Debtor-affiliate that filed for Chapter 11 petition:

                                          Petition
   Debtor                      Case No.     Date
   ------                      --------     -----
Prime Tanning Co., Inc.        10-11758    11/16/10
  aka Prime Tanning
    Assets: $1,000,001 to $10,000,000
    Debts: $1,000,001 to $10,000,000

A list of Irving Tanning's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/meb10-11757.pdf

A list of Prime Tanning's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/meb10-11758.pdf

The petitions were signed by Paul Larochelle, president.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Irving Tanning Company                 10-11757   11/16/10


JASON GARNER: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Jason D. Garner
        938 63rd Street
        San Diego, CA 92114
        Tel: (818) 209-3996

Bankruptcy Case No.: 10-20383

Chapter 11 Petition Date: November 17, 2010

Court: U.S. Bankruptcy Court
       Southern District of California (San Diego)

Judge: Peter W. Bowie

Debtor's Counsel: Mitchell Abdallah, Esq.
                  ABDALLAH LAW GROUP
                  1006 4th Street, 4th Floor
                  Sacramento, CA 95814
                  Tel: (916) 446-1974
                  E-mail: mitch@abdallahlaw.net

Scheduled Assets: $1,373,386

Scheduled Debts: $1,890,623

A list of the Debtor's 15 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/casb10-20383.pdf


K-V PHARMACEUTICAL: Inks Agreement for $60 Million Secured Loan
---------------------------------------------------------------
K-V Pharmaceutical Company has entered into an agreement with US
Healthcare I, L.L.C., and US Healthcare II, L.L. C., affiliates of
New York-based Centerbridge Partners, L.P., for a senior secured
debt financing package of up to $120 million consisting of (1) a
$60 million Bridge Loan that will retire the $20 million loan
provided by the Lenders and provide for general corporate and
working capital purposes and (2) a commitment to provide a multi-
draw term loan up to an aggregate principal amount of $120 million
consisting of three tranches that will be available to the Company
for purposes that include the retiring of the Bridge Loan,
following its satisfaction of certain conditions, including the
pending approval of Gestiva(TM) which has an U.S. Food and Drug
Administration action date of January 13, 2011.

Under the terms of the Bridge Loan agreement, the Company will pay
interest at an annual rate of 16.5% (5% of which will be payable
in kind) with a maturity date of March 2013.  The Company has
furnished as collateral substantially all assets of the Company to
secure the loan.  The Bridge Loan is guaranteed by certain of the
Company's domestic subsidiaries and the guarantors furnished as
collateral substantially all of their assets to secure the
guarantee obligations.

In addition, the Company issued a stock warrant to the Lenders
that grants them rights to purchase up to 9,900,000 shares of the
Company's Class A Common Stock, par value $.01 per share.  Upon
the completion of a 10-day notice period to stockholders, the
Company will issue a second stock warrant that grants the right to
purchase up to 2,687,511 shares of the Company's Class A Common
Stock, par value $.01 per share.  All warrants issued will have an
exercise price of $1.62 per share.  Jefferies & Co advised the
Company on the above transaction.

The Company's press release is available at:

               http://researcharchives.com/t/s?6f10

                   About K-V Pharmaceutical

Bridgeton, Mo.-based K-V Pharmaceutical Company (NYSE: Kva/KVb)
-- http://www.kvpharmaceutical.com/-- is a fully-integrated
specialty pharmaceutical company that develops, manufactures,
markets and acquires technology-distinguished branded prescription
products. T he Company markets its technology-distinguished
products through Ther-Rx Corporation, its branded drug subsidiary.

On March 2, 2009, the Company entered into a consent decree with
the FDA regarding the Company's drug manufacturing and
distribution, which was entered by the U.S. District Court,
Eastern District of Missouri, Eastern Division on March 6, 2009.
The consent decree requires, among other things, that, before
resuming manufacturing, the Company retain and have an independent
expert undertake a review of the Company's facilities and certify
compliance with the FDA's current good manufacturing practice
regulations.

The Company's balance sheet as of December 31, 2009, showed
$584.46 million in total assets, $440.86 million in total
liabilities, and stockholders' equity of $143.60 million.

The Company has not filed its quarterly report for the period
ended June 30, 2010, and its annual report for the fiscal year
ended March 31, 2010.

As reported in the Troubled Company Reporter on November 18, 2010,
K-V Pharmaceutical Company disclosed that the filing of its
quarterly report for the period ended September 30, 2010, will
also be delayed.

The Company expects that the report of its independent registered
public accounting firm on its annual consolidated financial
statements likely will include an explanatory paragraph disclosing
the existence of substantial doubt regarding the Company's ability
to continue as a going concern.  The Company does not expect that
the substantial doubt will be resolved as of the end of the period
covered by the Form 10-Q for the quarter ended September 30, 2010.


K-V PHARMA: Won't Seek Stockholder OK for Issuance of 2nd Warrant
-----------------------------------------------------------------
On November 17, 2010, the Company announced that in connection
with the issuance of the Warrants to US Healthcare I, L.L.C., and
US Healthcare II, L.L.C., the Audit Committee of the Board of
Directors of the Company determined that the delay necessary in
securing stockholder approval prior to the issuance of the Second
Warrant would seriously jeopardize the financial viability of the
Company.  Because of that determination, the Audit Committee,
pursuant to an exception provided in the New York Stock Exchange's
Stockholder Approval Policy for such a situation, expressly
approved the Company's omission to seek the stockholder approval
that would otherwise have been required under that policy.  The
MYSE has accepted the Company's application of the exception.

The Company is issuing the Warrants in connection with the
financing arrangements being entered into with Lenders pursuant to
the terms of a Credit and Guaranty Agreement, dated November 17,
2010, entered into by and among the Company, certain of the
Company's subsidiaries and the Lenders.

The Stockholder Approval Policy of the NYSE provides that
stockholder approval is required prior to the issuance of warrants
to purchase common stock if, among other things, the stock
exercisable upon issuance of the warrants equals or exceeds 20% of
the number of shares of common stock outstanding before the
issuance.  The shares of Class A Common Stock that may be issued
pursuant to the Initial Warrant represent roughly 19.9% of the
Company's outstanding common stock.  The shares of Class A Common
Stock that may be issued pursuant to the Second Warrant represent
approximately 5.3% of the Company's outstanding common stock.
Accordingly, compliance with the Stockholder Approval Policy would
normally be required for the issuance of the Second Warrant
because when combined the Initial Warrant, the Warrants represent
approximately 25.2% of the Company's outstanding common stock.

The Company, in reliance on the exception, is mailing to all of
its stockholders a letter notifying them of its intention to issue
the Second Warrant without seeking their approval.  Ten (10) days
after such notice is mailed, the Company will proceed to issue the
Second Warrant to the Lenders.

The Company's press release is available at:

               http://researcharchives.com/t/s?6f11

                   About K-V Pharmaceutical

Bridgeton, Mo.-based K-V Pharmaceutical Company (NYSE: Kva/KVb)
-- http://www.kvpharmaceutical.com/-- is a fully-integrated
specialty pharmaceutical company that develops, manufactures,
markets and acquires technology-distinguished branded prescription
products. T he Company markets its technology-distinguished
products through Ther-Rx Corporation, its branded drug subsidiary.

On March 2, 2009, the Company entered into a consent decree with
the FDA regarding the Company's drug manufacturing and
distribution, which was entered by the U.S. District Court,
Eastern District of Missouri, Eastern Division on March 6, 2009.
The consent decree requires, among other things, that, before
resuming manufacturing, the Company retain and have an independent
expert undertake a review of the Company's facilities and certify
compliance with the FDA's current good manufacturing practice
regulations.

The Company's balance sheet as of December 31, 2009, showed
$584.46 million in total assets, $440.86 million in total
liabilities, and stockholders' equity of $143.60 million.

The Company has not filed its quarterly report for the period
ended June 30, 2010, and its annual report for the fiscal year
ended March 31, 2010.

As reported in the Troubled Company Reporter on November 18, 2010,
K-V Pharmaceutical Company disclosed that the filing of its
quarterly report for the period ended September 30, 2010, will
also be delayed.

The Company expects that the report of its independent registered
public accounting firm on its annual consolidated financial
statements likely will include an explanatory paragraph disclosing
the existence of substantial doubt regarding the Company's ability
to continue as a going concern.  The Company does not expect that
the substantial doubt will be resolved as of the end of the period
covered by the Form 10-Q for the quarter ended September 30, 2010.


KENTUCKIANA MEDICAL: Files Schedules of Assets and Liabilities
--------------------------------------------------------------
Kentuckiana Medical Center, LLC, filed with the U.S. Bankruptcy
Court for the Southern District of Indiana its schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property            $9,496,899
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $15,544,289
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $81,434
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $9,403,360
                                 -----------      -----------
        TOTAL                     $9,496,899      $25,029,083

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, represents the Debtor. The Debtor estimated assets
and debts at $10 million to $50 million.


KENTUCKY ENERGY: Delays Filing of Quarterly Report on Form 10-Q
---------------------------------------------------------------
Kentucky Energy Inc. said it could not timely file its quarterly
report on Form 10-Q with the Securities and Exchange Commission
because it needs additional time to complete the report and its
auditors need additional time to complete the review of the
Company's financial statements for the period ended September 30,
2010.

                      About Kentucky Energy

Paterson, N.J.-based Kentucky Energy, Inc. (formerly Quest
Minerals & Mining Corp.) acquires and operates energy and mineral
related properties in the southeastern part of the United States.
The Company focuses its efforts on operating properties that
produce quality compliance blend coal, generating revenues and
cash flow through the mining, processing, and selling of the coal
located on these properties.

The Company is a holding company for Quest Minerals & Mining,
Ltd., a Nevada corporation, which in turn is a holding company for
Quest Energy, Ltd., a Kentucky corporation, and of Gwenco, Inc., a
Kentucky corporation.  Quest Energy, Ltd., is the parent
corporation of E-Z Mining Co., Inc, a Kentucky corporation, and of
Quest Marine Terminal, Ltd., a Kentucky corporation.

Gwenco leases over 700 acres of coal mines, with approximately
12,999,000 tons of coal in place in six seams.  In 2004, Gwenco
had reopened Gwenco's two former drift mines at Pond Creek and
Lower Cedar Grove, and had begun production at the Pond Creek
seam.  This seam of high quality compliance coal is located at
Slater's Branch, South Williamson, Kentucky.

In 2009, the United States Bankruptcy Court for the Eastern
District of Kentucky confirmed Gwenco's Plan of Reorganization
pursuant to Chapter 11 of the U.S. Bankruptcy Code.  The Plan
became effective on October 12, 2009.

The Company's balance sheet as of June 30, 2010, showed
$5.5 million in total assets, $8.5 million in total liabilities,
and a shareholders' deficit of $3.0 million.
Going Concern Doubt

RBSM, LLP, in New York, expressed substantial doubt about Quest
Minerals' ability to continue as a going concern, following its
2009 results.  The independent auditors noted that the Company has
suffered recurring losses from operations and that its only
operating subsidiary, Gwenco, Inc., has filed for reorganization
under Chapter 11 of U.S. Bankruptcy Code.


LAS VEGAS SANDS: Bank Debt Trades at 6% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Las Vegas Sands
Corp. is a borrower traded in the secondary market at 93.71 cents-
on-the-dollar during the week ended Friday, November 19, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.66
percentage points from the previous week, The Journal relates.
The Company pays 275 basis points above LIBOR to borrow under the
facility.  The bank loan matures on November 26, 2016, and carries
Standard & Poor's BB- rating.  The loan is one of the biggest
gainers and losers among 186 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

According to a report in the Troubled Company Reporter on
November 16, 2010, Standard & Poor's raised its corporate credit
rating on the Las Vegas Sands Corp. family of companies to 'BB-'
from 'B'.  The rating outlook is stable.  Aside from Las Vegas
Sands Corp., the LVSC family of companies includes Las Vegas Sands
LLC, its Venetian Casino Resort LLC subsidiary, and affiliate VML
U.S. Finance LLC.  All issue-level ratings were also raised by two
notches in conjunction with the corporate credit rating upgrade.
S&P's recovery ratings on the company's rated debt issues remain
unchanged.

"The rating upgrade primarily reflects much stronger-than-
anticipated operating performance at the Marina Bay Sands property
in Singapore, which posted approximately $238 million in adjusted
EBITDA during the quarter ended Sept. 30, 2010," explained
Standard & Poor's credit analyst Ben Bubeck.

Based in Las Vegas, Nevada, Las Vegas Sands Corp. (NYSE: LVS) --
http://www.lasvegassands.com/-- owns and operates The Venetian
Resort Hotel Casino, The Palazzo Resort Hotel Casino, and an expo
and convention center.  The company also owns and operates the
Sands Macao, the first Las Vegas-style casino in Macao, China.

Las Vegas Sands has a 'B-' corporate family rating from Standard &
Poor's Ratings Services.  As reported in the TCR on July 30, 2010,
Standard & Poor's placed its 'B-' corporate credit rating on the
Las Vegas Sands Corp. family of companies, as well as its issue-
level ratings on the companies' debt, on CreditWatch with positive
implications.  "In addition to announcing strong performance
across its portfolio of properties during the second quarter on
its earning call, Las Vegas Sands also indicated that it will
pursue an amend-and-extend transaction with lenders in its U.S.
credit facilities," S&P pointed out.


LAS VEGAS SANDS: Bank Debt Trades at 5% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Las Vegas Sands
Corp. is a borrower traded in the secondary market at 95.42 cents-
on-the-dollar during the week ended Friday, November 19, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.43
percentage points from the previous week, The Journal relates.
The Company pays 175 basis points above LIBOR to borrow under the
facility.  The bank loan matures on May 1, 2014.  Moody's has
withdrawn its rating but still carries Standard & Poor's BB-
rating.  The loan is one of the biggest gainers and losers among
186 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

According to a report in the Troubled Company Reporter on November
16, 2010, Standard & Poor's raised its corporate credit rating on
the Las Vegas Sands Corp. family of companies to 'BB-' from 'B'.
The rating outlook is stable.  Aside from Las Vegas Sands Corp.,
the LVSC family of companies includes Las Vegas Sands LLC, its
Venetian Casino Resort LLC subsidiary, and affiliate VML U.S.
Finance LLC.  All issue-level ratings were also raised by two
notches in conjunction with the corporate credit rating upgrade.
S&P's recovery ratings on the company's rated debt issues remain
unchanged.

"The rating upgrade primarily reflects much stronger-than-
anticipated operating performance at the Marina Bay Sands property
in Singapore, which posted approximately $238 million in adjusted
EBITDA during the quarter ended Sept. 30, 2010," explained
Standard & Poor's credit analyst Ben Bubeck.

Based in Las Vegas, Nevada, Las Vegas Sands Corp. (NYSE: LVS) --
http://www.lasvegassands.com/-- owns and operates The Venetian
Resort Hotel Casino, The Palazzo Resort Hotel Casino, and an expo
and convention center.  The company also owns and operates the
Sands Macao, the first Las Vegas-style casino in Macao, China.

Las Vegas Sands has a 'B-' corporate family rating from Standard &
Poor's Ratings Services.  As reported in the TCR on July 30, 2010,
Standard & Poor's placed its 'B-' corporate credit rating on the
Las Vegas Sands Corp. family of companies, as well as its issue-
level ratings on the companies' debt, on CreditWatch with positive
implications.  "In addition to announcing strong performance
across its portfolio of properties during the second quarter on
its earning call, Las Vegas Sands also indicated that it will
pursue an amend-and-extend transaction with lenders in its U.S.
credit facilities," S&P pointed out.


LAS VEGAS SANDS: Moody's Upgrades Corporate Family Rating to 'B1'
-----------------------------------------------------------------
Moody's Investors Service upgraded Las Vegas Sands Corp's
Corporate Family and Probability of Default ratings to B1 from B2.
All of the company's long-term debt ratings were also raised to B1
from B2.  LVSC has an SGL-2 Speculative Grade Liquidity rating.
The ratings outlook remains positive.

Ratings upgraded and LGD assessments revised:

Las Vegas Sands Corp.:

* Corporate Family Rating to B1 from B2

* Probability of Default Rating to B1 from B2

* 6.375% senior notes due 2015 to B1 (LGD 4, 50%) from B2 (LGD 4,
  51%)

Venetian Casino Resort, LLC and Las Vegas Sands, LLC (as co-
issuer):

* Senior secured revolver expiring 5/2012 to B1 (LGD 4, 50%) from
  B2 (LGD 4, 51%)

* Senior secured revolver expiring 5/2014 to B1 (LGD 4, 50%) from
  B2 (LGD 4, 51%)

* Senior secured term loan B due 5/2014 to B1 (LGD 4, 50%) from B2
  (LGD 4, 51%)

* Senior secured term loan B due 11/2016 to B1 (LGD 4, 50%) from
  B2 (LGD 4, 51%)

* Senior secured delayed draw term loan 1 due 5/2014 to B1 (LGD 4,
  50%) from B2 (LGD 4, 51%)

* Senior secured delayed draw term loan 1 due 11/2016 to B1 (LGD
  4, 50%) from B2 (LGD 4, 51%)

* Senior secured delayed draw term loan 2 due 5/2013 to B1 (LGD 4,
  50%) from B2 (LGD 4, 51%)

* Senior secured delayed draw term loan 2 due 11/2015 to B1 (LGD
  4, 50%) from B2 (LGD 4, 51%)

Venetian Macao Limited:

* Senior secured term loans to B1 (LGD 4, 50%) from B2 (LGD 4,
  51%)

* Senior secured revolver to B1 (LGD 4, 50%) from B2 (LGD 4, 51%)

                        Ratings Rationale

The upgrade of LVSC's Corporate Family Rating to B1 from B2
reflects the very strong initial operating results from the
company's Marina Bay Sands integrated resort in Singapore which
opened in April 2010.  The upgrade also anticipates that LVSC's
consolidated results will continue to benefit from its significant
presence in the Asian gaming market, which Moody's expects will
continue to experience strong and growing visitation and consumer
demand trends during the next few years.

"The strong performance of LVSC's Macau casinos combined with the
progressive opening of Marina Bay Sands in Singapore through the
beginning of 2011 should result in continued de-leveraging of the
consolidated entity," stated Keith Foley, a Senior Vice President
at Moody's.  Combined, LVSC's Macau casinos and Marina Bay Sands
integrated resort in Singapore now account for about 75% of the
company's consolidated net revenue and property-level EBITDA.

The B1 Corporate Family Rating is also supported by LVSC's high
quality gaming and resort assets and good liquidity.  At the same
time, the ratings also acknowledge that the challenging operating
environment and supply growth in Las Vegas will continue to
pressure earnings.  Additionally, the ratings anticipate that LVSC
will continue to use both internal cash resources and additional
debt to fund large, high risk/high reward integrated casino resort
development opportunities as they arise.

The positive rating outlook indicates that LVSC's ratings could be
upgraded if Marina Bay Sands continues to ramp up at a pace that
will facilitate further significant reduction in leverage.
Consolidated debt/EBITDA for the 12-month period ended September
30, 2010 was 6.6 times, about 2 turns lower than it was for the
12-month period ended June 30, 2010.  This was largely the result
of the significant EBITDA contribution from Marina Bay Sands which
opened in April 2010.

The positive outlook also incorporates Moody's view that LVSC will
have the ability to rapidly delever over the next year.  Hence, an
upgrade could occur if Moody's become comfortable that Marina Bay
Sands can generate a longer-term rate of return that will
contribute to LVSC's ability to reduce and sustain debt/EBITDA at
or below 4 times on a gross basis.  The company would also need to
adhere to a more conservative long-term financial policy that is
consistent with a higher rating.  The rating outlook would likely
be revised to stable if Moody's come to believe that LVSC will not
be able to achieve and sustain consolidated debt/EBITDA at 4
times, but would be able to achieve and maintain consolidated
debt/EBITDA no higher than 5 times.  Ratings could be lowered if
Moody's come to believe that, for any reason, LVSC will not be
able to achieve lower than 5 times consolidated debt/EBITDA.

LVSC's SGL-2 Speculative Grade Liquidity rating indicates good
liquidity and anticipates that the company will have more than
enough internal cash resources to cover its required debt service
payments, planned capital expenditures, working capital
investment, and preferred dividend obligations through fiscal
2011.  The SGL-2 also anticipates that LVSC's large unrestricted
cash balance, along with recent amendments to the company's US
restricted subsidiary bank facilities and an equity cure provision
currently in place, will help assure covenant compliance at the
company's Las Vegas subsidiary.

Las Vegas Sands Corp.  owns and operates hotel and casino
integrated resort facilities in Las Vegas, NV, Bethlehem, PA,
Macau, China and Singapore.  The company generates consolidated
annual net revenue of about $6.1 billion.


LEHMAN BROTHERS: Files Memorandum on European Medium Term Notes
---------------------------------------------------------------
Lehman Brothers Holdings Inc. filed with the U.S. Securities and
Exchange Commission on October 29, 2010 a memorandum that
provides information to claimants regarding the principles and
methodologies it intends to use to value each of the notes issued
by Lehman Brothers Treasury Co., B.V. through the European Medium
Term Note Program and the German Note Issuance Programme, the
Swiss Certificate Programme and the Italian European Inflation
Linked Programme.  A full-text copy of the Memorandum is
available for free at http://ResearchArchives.com/t/s?6d60

By order, dated July 2, 2009, the Court established November 2,
2009 as the deadline for the filing of proofs of claim against
Lehman and its debtor affiliates based on a certain universe of
securities issued by them.  Lehman disclosed that in accordance
with the Bar Date Order, more than 30,000 claims were filed
against it based on the Lehman Programs Securities.  Certain of
the LBT Issued Notes are Lehman Programs Securities.

Lehman related in the filing that the methodologies will be used
to evaluate claims filed against it as guarantor of the notes
issued by LBT under the EMTN Program and Non-EMTN Programs.

The complete list of LBT Issued Notes subject to the Memorandum
and their corresponding proposed valuation and claim amount for
each note will be posted and publicly available for review at
http://www.lehman-docket.com/in the "Key Documents" section.

Lehman clarified that nothing contained in the Memorandum will be
construed to:

  (i) characterize the LBT Issued Notes as "securities
      contracts" or "swap agreements" as those terms are defined
      in the Bankruptcy Code;

  (ii) modify or pertain to the terms of any over-the-counter
       derivatives or similar contract between LBHI or any of
       its affiliates and any other party; or

(iii) limit or otherwise modify the application of Section 562
       of the Bankruptcy Code to such over-the-counter
       derivatives or similar contracts.

Moreover, Lehman clarified that nothing in the Memorandum is to
be construed as an extension of any deadline established by the
Bar Date Order.

According to Lehman, the methodologies described in the
Memorandum are strictly for the purpose of determining the amount
of allowed claims based on valid and timely filed proofs of claim
and nothing contained in the Memorandum will be construed as
inconsistent with, or contradictory to, any prior disclosure
pursuant to the LBT Issued Notes offering materials or otherwise.

Lehman said that its obligations to the noteholders with respect
to the LBT Issued Notes, if any, are solely as guarantor.

                       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: Unable to Provide Information in Form 13-F
-----------------------------------------------------------
Lehman Brothers Holdings Inc. and Lehman Brothers Incorporated
filed with the U.S. Securities and Exchange Commission on
November 12, 2010, a report stating their inability to provide
the information required on Form 13-F.

On September 15, 2008 LBHI, and at later dates a number of its
affiliates, filed voluntary petitions for relief under Chapter 11
of the United States Code in the United States Bankruptcy Court
for the Southern District of New York in a jointly administered
proceeding captioned In re Lehman Brothers Holdings Inc., et.
al., under Case No. 08-13555.

On September 19, 2008, the Securities Investor Protection
Corporation under the Securities Investor Protection Act of 1970,
as amended commenced a proceeding against LBI in the United
States District Court for the Southern District of New York in
the case captioned Securities Investors Protection Corporation v.
Lehman Brothers Inc., Case No. 08-CIV-8119.

On September 19, 2008, the District Court entered the Order
Commencing Liquidation pursuant to the provisions of SIPA.  The
LBI Liquidation Order provided, among other things, the
appointment of James W. Giddens as trustee for the SIPA
liquidation of LBI and removed the proceeding to the Bankruptcy
Court under Case No. 08-1420 (JMP) SIPA.  For purposes of the
Form 13F filing and despite LBI's SIPA proceeding, the Managers
are treating LBI as an Included Manager.

The Managers related they are unable to provide the information
required on Form 13F primarily due to:

  (1) the commencement of various administrative or civil
      rehabilitation proceedings of subsidiaries comprising
      significant parts of LBHI's European and Asian businesses,
      which have resulted in significant portions of the
      Managers' securities trading records and systems being
      unavailable to, and non-accessible by, the Managers; and

  (2) the sale since September 15, 2008 of significant
      businesses comprising the Managers' historical business.

As a result of the Sale, and actions taken by certain creditors
with respect to Section 13(f) Securities that had been pledged by
the Managers, or their affiliates, as collateral to those
creditors, the Managers cannot compile an accurate accounting of
Section 13(f) Securities held.  The Managers said they are
currently engaged in an expensive and time consuming process to
reconcile discrepancies in information they have with respect to
Section 13(f) Securities.  Even with continued significant
efforts and expense, the Managers said they may not be able to
provide a record of Section 13(f) Securities held.

                       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)


LEXICON UNITED: Delays Filing of 3rd Qtr. Report on Form 10-Q
-------------------------------------------------------------
Lexicon United Incorporated 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 of complexity
of certain of its foreign operations.

Lexicon United reported net income of $13,672 on $1.31 million of
total revenues for the three months ended June 30, 2010, compared
with net income of $6,460 on $930,475 of total revenues for the
same period a year ago.

The Company's balance sheet at June 30, 2010, showed $3.17 million
in total assets, $3.15 million in total liabilities, and $16,210
in stockholders' equity.

                       About Lexicon United

Austin, Tex.-based Lexicon United Incorporated and its subsidiary,
ATN Capital e Participacoes Ltd., a Brazilian limited company, are
engaged in the business of purchasing, managing and collecting
defaulted consumer receivables for its own account and managing,
collecting and servicing portfolios of defaulted and charged-off
account receivables for large financial institutions in Brazil.
These receivables are acquired from consumer credit originators,
primarily credit card issuers in Brazil.

As reported in the Troubled Company Reporter on May 25, 2010,
Meyler & Company, LLC, in Middletown, N.J., 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 continues to have negative cash flows from
operations, recurring losses from operations, and has a
stockholders' deficit.


LI-ON MOTORS: July 31 Balance Sheet Upside-Down by $5.9 Million
---------------------------------------------------------------
Li-on Motors Corporation (formerly EV Innovations, Inc.) filed its
annual report on Form 10-K, reporting a net loss of $3.93 million
on $531,381 of revenue for the fiscal year ended July 31, 2010,
compared to a net loss of $6.82 million on $475,828 of revenue for
the fiscal year ended July 31, 2009.

The Company's balance sheet at July 31, 2010, showed $2.04 million
in total assets, $7.96 million in total liabilities, and a
stockholders' deficit of $5.92 million.

The Company's current operating funds are less than necessary for
commercialization of the Company's planned products, and therefore
the Company will need to obtain additional financing in order to
complete its business plan, the Company said in the filing.  "We
anticipate that up to $2,000,000 of additional working capital
will be required over the next 12 months for market introduction
of these products through joint venture partners or otherwise.  We
do not have sufficient cash on hand to meet these anticipated
obligations."

The Company says it does not currently have any arrangements for
financing.  "Our continuation as a going concern is dependent upon
continued financial support from our shareholders and other
related parties."

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

               http://researcharchives.com/t/s?6f13

Li-on Motors Corporation (OTC BB: LMCO) (Frankfurt: LL9L)
-- http://www.Li-onMotors.com/-- designs and engineers emission-
free, all-electric, high-speed and long-range automotive
propulsion systems using lithium-ion battery technology.  Founded
in 2000, Li-ion Motors has corporate headquarters in Las Vegas,
Nevada, and a research, development and manufacturing facility
located in Mooresville, North Carolina.


LIFECARE HOLDINGS: S&P Cuts Corporate Credit Rating to 'CCC-'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it has lowered its
corporate credit rating on long-term acute care hospital operator
LifeCare Holdings Inc. to 'CCC-' from 'CCC+'.

The rating outlook is negative.

At the same time, S&P lowered its issue-level ratings on the
company's senior secured first-lien debt to 'CCC-' from 'CCC+',
and on the subordinated debt to 'C' from 'CCC-'.  The recovery
rating on LifeCare's revolving credit facility and term loan is
revised to '4', indication S&P's expectation of average (i.e., 30%
to 50%) recovery in the event of a default, from '3'.

"The downgrade reflects the imminent difficulty the company may
have in meeting its bank covenant requirements and the risk of it
successfully refinancing significant debt maturing in 2011 and
2012," said Standard & Poor's credit analyst David Peknay.  The
likelihood of a debt covenant violation is heightened by the
company's lack of appreciable operating improvement coupled with a
large upcoming tightening of is debt covenant in the first quarter
of 2011.  Additional equity by the company's financial sponsor may
be necessary to avoid a covenant violation.  Accordingly, S&P
believes the chances of bankruptcy have increased.

The low-speculative-grade rating on LifeCare reflects its narrow
focus in a competitive business that is heavily reliant on
uncertain Medicare reimbursement, and its highly leveraged
financial risk profile highlighted by very weak cash flow
protection measures, slim liquidity and covenant cushion, and very
high debt level.

The vulnerable business risk profile reflects LifeCare's struggle
to increase profitability in a difficult health care subsector.
Despite its position as one of the largest LTACH operators (a
portfolio of 19 facilities), profitability continues to be
affected by several factors.  LifeCare must contend with adverse
changes to Medicare reimbursement requirements, recent decline in
its average revenue per patient day due to its declining amount of
higher-paying private insurance revenue, and rising expenses.


LIMITED BRAND: Special Dividend Won't Affect Moody's 'Ba2' Rating
-----------------------------------------------------------------
Moody's Investors Service stated that Limited Brand's announcement
that it was paying a special dividend of $970 million and had
authorized a $200 million share repurchase program would have no
immediate impact on either the Ba2 Corporate Family Rating or the
positive outlook.

"Limited Brands has ample excess cash to fund this special
dividend and share repurchase program with no incremental increase
in debt.  As a result Moody's expect leverage to remain about 3.0
times", stated Moody's Senior Credit Officer Maggie Taylor.
"However, this is the second sizable dividend in the past year and
is another clear sign that Limited Brands financial policy will
likely continue to focus on returning value to share holders",
Taylor added.

The last rating action for Limited Brands was on April 20, 2010,
when its $300 million guaranteed senior unsecured notes were rated
Ba1 and the Corporate Family Rating was affirmed with a positive
outlook.

Headquartered in Columbus, Ohio, Limited Brands, Inc., operates
2,665 specialty stores in the United States under the Victoria's
Secret, Bath & Body Works, C.O. Bigelow, La Senza, White Barn
Candle Co., and Henri Bendel name plates.  Its brands are also
sold in more than 700 company-operated and franchised additional
locations world-wide and online.  Revenues are about $9 billion.


LOCAL INSIGHT: Section 341(a) Meeting Scheduled for Dec. 29
-----------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of Local
Insight Media Holdings, Inc., et al.'s creditors on December 29,
2010, at 11:30 a.m.  The meeting will be held at J. Caleb Boggs
Federal Building, 2nd Floor, Room 2112, Wilmington, Delaware
19801.

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.

Wilmington, Delaware-based Local Insight Media Holdings, Inc., is
a publisher of print and online yellow page directories in the
United States.  It filed for Chapter 11 bankruptcy protection on
November 17, 2010, (Bankr. D. Del. Case No. 10-13677).

Affiliates Local Insight Media Holdings II, Inc. (Bankr. D. Del.
Case No. 10-13679), Local Insight Media Holdings III, Inc. (Bankr.
D. Del. Case No. 10-13682), LIM Finance Holdings, Inc. (Bankr. D.
Del. Case No. 10-13680), LIM Finance, Inc. (Bankr. D. Del. Case
No. 10-13681), LIM Finance II, Inc. (Bankr. D. Del. Case No. 10-
13687), Local Insight Regatta Holdings, Inc. (Bankr. D. Del. Case
No. 10-13686), The Berry Company LLC (Bankr. D. Del. Case No. 10-
13678), Local Insight Listing Management, Inc. (Bankr. D. Del.
Case No. 10-13685), Regatta Investor Holdings, Inc. (Bankr. D.
Del. Case No. 10-13725), Regatta Investor Holdings II, Inc.
(Bankr. D. Del. Case No. 10-13741), Regatta Investor LLC (Bankr.
D. Del. Case No. 10-13684), Regatta Split-off I LLC (Bankr. D.
Del. Case No. 10-13721), Regatta Split-off II LLC (Bankr. D. Del.
Case No. 10-13753), Regatta Split-off III LLC (Bankr. D. Del. Case
No. 10-13737), Regatta Holding I, L.P. (Bankr. D. Del. Case No.
10-13748), Regatta Holding II, L.P. (Bankr. D. Del. Case No. 10-
13715), and Regatta Holding III, L.P. (Bankr. D. Del. Case No. 10-
13745) filed separate Chapter 11 petitions.

Richard M. Cieri, Esq., Christopher J. Marcus, Esq., and Ross M.
Kwasteniet, Esq., at Kirkland & Ellis LLP, assist the Debtors in
their restructuring effort.  Curtis A. Hehn, Esq., Laura Davis
Jones, Esq., and Michael Seidl, Esq., at Pachulski Stang Ziehl &
Jones LLP, are the Debtors' co-counsel.

The Debtors' investment banker and financial advisor is Lazard
Freres & Co. LLC.  The Debtors' independent auditor is Deloitte &
Touche LLP.  The Debtors' claims agent is Kurtzman Carson
Consultants LLC.  The Debtors' interim management and
restructuring advisors are Alvarez & Marsal North America, LLC,
and Avarez & Marsal Private Equity Performance Improvement Group,
LLC.

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 September 30, 2010.


LOCAL INSIGHT: Taps Kurtzman Carson as Notice & Claims Agent
------------------------------------------------------------
Local Insight Media Holdings, Inc., et al., ask for authorization
from the U.S. Bankruptcy Court for the District of Delaware to
employ Kurtzman Carson Consultants LLC as notice and claims agent,
nunc pro tunc to the Petition Date.

KCC will, among other things:

     a. notify potential creditors of the filing of the bankruptcy
        petitions and of the setting of the first meeting of
        creditors;

     b. prepare and serve required notices in the Debtors' Chapter
        11 cases;

     c. 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; and

     d. record transfers of claims and provide any notices of the
        transfers.

KCC will charge the Debtors for services, expenses and supplies at
the rates or prices set by KCC.  A copy of KCC's service agreement
is available for free at:

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

The Debtors paid KCC a retainer of $100,000 on November 3, 2010.

Albert H. Kass, KCC's vice president of corporate restructuring
services, assures the Court that the firm is a "disinterested
person" as that term defined in Section 101(14) of the Bankruptcy
Code.

Wilmington, Delaware-based Local Insight Media Holdings, Inc., is
a publisher of print and online yellow page directories in the
United States.  It filed for Chapter 11 bankruptcy protection on
November 17, 2010, (Bankr. D. Del. Case No. 10-13677).

Affiliates Local Insight Media Holdings II, Inc. (Bankr. D. Del.
Case No. 10-13679), Local Insight Media Holdings III, Inc. (Bankr.
D. Del. Case No. 10-13682), LIM Finance Holdings, Inc. (Bankr. D.
Del. Case No. 10-13680), LIM Finance, Inc. (Bankr. D. Del. Case
No. 10-13681), LIM Finance II, Inc. (Bankr. D. Del. Case No. 10-
13687), Local Insight Regatta Holdings, Inc. (Bankr. D. Del. Case
No. 10-13686), The Berry Company LLC (Bankr. D. Del. Case No. 10-
13678), Local Insight Listing Management, Inc. (Bankr. D. Del.
Case No. 10-13685), Regatta Investor Holdings, Inc. (Bankr. D.
Del. Case No. 10-13725), Regatta Investor Holdings II, Inc.
(Bankr. D. Del. Case No. 10-13741), Regatta Investor LLC (Bankr.
D. Del. Case No. 10-13684), Regatta Split-off I LLC (Bankr. D.
Del. Case No. 10-13721), Regatta Split-off II LLC (Bankr. D. Del.
Case No. 10-13753), Regatta Split-off III LLC (Bankr. D. Del. Case
No. 10-13737), Regatta Holding I, L.P. (Bankr. D. Del. Case No.
10-13748), Regatta Holding II, L.P. (Bankr. D. Del. Case No. 10-
13715), and Regatta Holding III, L.P. (Bankr. D. Del. Case No. 10-
13745) filed separate Chapter 11 petitions.

Richard M. Cieri, Esq., Christopher J. Marcus, Esq., and Ross M.
Kwasteniet, Esq., at Kirkland & Ellis LLP, assist the Debtors in
their restructuring efforts.  Curtis A. Hehn, Esq., Laura Davis
Jones, Esq., and Michael Seidl, Esq., at Pachulski Stang Ziehl &
Jones LLP, are the Debtors' co-counsel.

The Debtors' investment banker and financial advisor is Lazard
Freres & Co. LLC.  The Debtors' independent auditor is Deloitte &
Touche LLP.  The Debtors' interim management and restructuring
advisors are Alvarez & Marsal North America, LLC, and Avarez &
Marsal Private Equity Performance Improvement Group, LLC.

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 September 30, 2010.


MAJESTIC STAR: Proofs of Claim Must Be Filed By Jan. 4
------------------------------------------------------
The Honorable Kevin Gross directs that creditors holding claims
against THe Majestic Star Casino, LLC., and its debtor-affiliates
that arose prior to Nov. 23, 2009, file their proofs of claim by
Jan. 4, 2011.  Claim forms must be delivered to Epiq Bankruptcy
Solutions, LLC.  Additional information is available at:

                     http://dm.epiq11.com/msc

                       About Majestic Star

The Majestic Star Casino, LLC -- aka Majestic Star Casino, aka
Majestic Star -- is based in Las Vegas, Nev., and is a wholly
owned subsidiary of Majestic Holdco, LLC, which is a wholly owned
subsidiary of Barden Development, Inc.  The Company was formed on
December 8, 1993, as an Indiana limited liability company to
provide gaming and related entertainment to the public.  The
Company commenced gaming operations in the City of Gary at
Buffington Harbor, located in Lake County, Inc., on June 7, 1996.
The Company is a multi-jurisdictional gaming company with
operations in three states -- Indiana, Mississippi and Colorado.

The Company sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 09-14136) on November 23, 2009.

The Company's affiliates -- The Majestic Star Casino II, Inc., The
Majestic Star Casino Capital Corp., Majestic Star Casino Capital
Corp. II, Barden Mississippi Gaming, LLC, Barden Colorado Gaming,
LLC, Majestic Holdco, LLC, and Majestic Star Holdco, Inc. -- filed
separate Chapter 11 petitions.

Kirkland & Ellis LLP is the Debtors' bankruptcy counsel.  James E.
O'Neill, Esq., Laura Davis Jones, Esq., and Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP are the Debtors'
Delaware counsel.  Xroads Solutions Group, LLC, is the Debtors'
financial advisor, while EPIQ Bankruptcy Solutions LLC serves as
the Debtors' claims and notice agent.

The Majestic Star Casino's balance sheet at June 30, 2009, showed
total assets of $406.42 million and total liabilities of $749.55
million.  When it filed for bankruptcy, the Company estimated less
than $500 million in assets and less than $1 billion in debts.


MARSHALL EDWARDS: Receives NASDAQ Notice of Non-Compliance
----------------------------------------------------------
Marshall Edwards, Inc. was notified on November 16, 2010 by the
Listing Qualifications Staff of The NASDAQ Stock Market that, due
to the Company's non-compliance with the minimum $10 million
stockholders' equity requirement for continued listing on The
NASDAQ Global Market, as set forth in Listing Rule 5450(b)(1), the
Company's common stock is subject to delisting unless the Company
requests a hearing before a NASDAQ Listing Qualifications Panel.
The Company intends to timely request a hearing before the Panel,
which request will stay any further action by NASDAQ until the
Panel issues its decision following the hearing.  In connection
with the hearing, the Panel may grant the Company an additional
compliance period of up to 180 calendar days from the date of the
NASDAQ staff's determination, or May 16, 2011, to evidence
compliance with the minimum stockholders' equity requirement for
continued listing on The NASDAQ Global Market.  While the Company
is working diligently to remedy the listing deficiency, there can
be no assurance that the Panel will grant the Company's request
for continued listing on The NASDAQ Global Market and, if the
Panel does not, the Company's common stock may be transferred to
The NASDAQ Capital Market or delisted from NASDAQ.

                     About Marshall Edwards

Marshall Edwards, Inc. is a San Diego-based oncology company
focused on the clinical development of novel anti-cancer
therapeutics.  The Company's pipeline is derived from an
investigational isoflavone technology platform that has generated
a number of compounds with anti-proliferative activity in human
cancer cell lines.  These small molecules have been shown to
interact with specific enzyme targets resulting in inhibition of
tumor cell metabolism, a function critical for cancer cell
survival.  The Company's lead programs focus on two families of
compounds with related but distinct mechanisms of action. The
first and most advanced is a NADH oxidase inhibitor program that
includes lead drug candidate NV-143. T he second is a
mitochondrial inhibitor program that includes NV-128 and its next-
generation candidate NV-344. Both programs are expected to advance
into the clinic in 2011.


MEDICAL SPA: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: The Medical Spa, LLC
        dba The Medical Spa at Summerlin
        1000 S. Rampart Blvd., Suite 10
        Las Vegas, NV 89145

Bankruptcy Case No.: 10-31638

Chapter 11 Petition Date: November 16, 2010

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: David A. Riggi, Esq.
                  5550 Painted Mirage Road #120
                  Las Vegas, NV 89149
                  Tel: (702) 808-0359
                  E-mail: darnvbk@gmail.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nvb10-31638.pdf

The petition was signed by Tracy L. Hurst, managing member.


MEDIMEDIA USA: S&P Gives Negative Outlook, Affirms 'B' Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on Chatham, N.J.-based MediMedia USA Inc. to negative from
stable.  All ratings on the company, including the 'B' corporate
credit rating, were affirmed.

"The outlook revision reflects MediMedia's weaker-than-expected
performance in the third quarter and S&P's expectation that the
company's margin of compliance with its financial covenants will
remain thin," said Standard & Poor's credit analyst Hal F.
Diamond.  EBITDA (excluding acquisitions) declined 33% in the
three months ended Sept. 30, 2010, primarily as a result of higher
selling, general, and administrative expenses, mainly used to
increase the sales staff.  EBITDA, pro forma for recent
acquisitions and $1.4 million in cost savings, which S&P believes
are achievable, declined 5.5% over the same period.

The 'B' corporate credit rating on MediMedia reflects S&P's base
case scenario of a 5% EBITDA increase in full-year 2010 and 10% in
2011.  The company has reasonably good near-term revenue
visibility, especially in its patient-education segment, in which
many contracts span several years and have historically had high
renewal rates.  Still, S&P expects debt leverage to remain high,
at roughly 7x through 2011, and that the company will maintain a
narrow margin of compliance with its debt leverage covenant.  S&P
views the company's business risk profile as weak, based on its
small, niche position in health education and services, and its
financial profile as highly leveraged because of its heavy debt
burden and thin covenant compliance.


MESA AIR: Wins Conditional Approval For Ch. 11 Exit Plan
--------------------------------------------------------
Bankruptcy Law360 reports that Judge Martin Glenn has
conditionally approved a disclosure statement for Mesa Air Group
Inc., cautioning the company to take care in revising language
concerning certain releases before he grants an official sign-off.

                        About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel.
Imperial Capital LLC is the investment banker.  Epiq Bankruptcy
Solutions is claims and notice agent.

Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by Mesa Air Group Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000).


METRO-GOLDWYN-MAYER: Bank Debt Trades at 54% Off
------------------------------------------------
Participations in a syndicated loan under which Metro-Goldwyn-
Mayer, Inc., is a borrower traded in the secondary market at 45.61
cents-on-the-dollar during the week ended Friday, November 19,
2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
0.47 percentage points from the previous week, The Journal
relates.  The Company pays 275 basis points above LIBOR to borrow
under the facility, which matures on April 8, 2012.  The debt is
not rated by Moody's and Standard & Poor's.  The loan is one of
the biggest gainers and losers among 186 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

As reported by the Troubled Company Reporter on October 8, 2010,
Metro-Goldwyn-Mayer, Inc., has begun a solicitation of votes from
its secured lenders for a pre-packaged plan of reorganization.
MGM expects to continue normal business operations throughout the
restructuring process.  The Plan provides for MGM's employees,
vendors, participants, guilds, and licensees to be unimpaired.

The Plan provides for MGM's secured lenders to exchange more than
$4 billion in outstanding debt for approximately 95.3 percent of
equity in MGM upon its emergence from Chapter 11.  Spyglass
Entertainment would contribute certain assets to the reorganized
company in exchange for approximately 0.52 percent of the
reorganized company.  In addition, two entities owned by Spyglass
affiliates -- Cypress Entertainment Group, Inc. and Garoge, Inc. -
will merge with and into a subsidiary of MGM, with the MGM
subsidiary as the surviving entity.  The stockholders of Cypress
and Garoge will receive approximately 4.17 percent of the
reorganized company in exchange.

The Wall Street Journal's Mike Spector and Lauren A. E. Schuker
report that Metro-Goldwyn-Mayer Inc. is in the final stages of
preparing a prepackaged bankruptcy filing to address its more than
$4 billion in debt.

                 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)


MICHAEL WEST: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Michael Ross West
          dba West Sales
          dba West Sales & Insulation
          dba West Sales & Products
        803 Misty Lea Lane
        Houston, TX 77090

Bankruptcy Case No.: 10-40394

Chapter 11 Petition Date: November 16, 2010

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Letitia Z. Paul

Debtor's Counsel: John Neal Anderson, Esq.
                  LAW OFFICE OF NEAL ANDERSON
                  22557 Aldine Westfield, Ste 104
                  Spring, TX 77373
                  Tel: (281) 353-9146
                  Fax: (281) 353-2913
                  E-mail: nander3176@aol.com

Scheduled Assets: $360,165

Scheduled Debts: $1,372,636

A list of the Debtor's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txsb10-40394.pdf


MOLECULAR INSIGHT: Gets Dec. 2 Extension of Waiver Deal
-------------------------------------------------------
Molecular Insight Pharmaceuticals, Inc. received a further
extension of its waiver agreement with its Bond holders, allowing
debt restructuring discussions to continue.

Earlier this year, Molecular Insight executed the waiver agreement
and subsequent amendments with holders of the Company's
outstanding Senior Secured Bonds and the Bond Indenture trustee
and announced ongoing discussions with the Bond holders concerning
a restructuring of its outstanding debt.  Under terms of the
extension announced today, the Bond holders and Bond Indenture
trustee agreed to extend the waiver of a default arising from the
inclusion of a going concern explanatory paragraph in the
independent auditor's report on the Company's financial statements
for the year ended December 31, 2009, any default arising from the
Company's failure to comply with the minimum liquidity
requirements set forth in the Bond Indenture, and other technical
defaults under the Bond Indenture.  The term of the waiver is
extended until 11:59 PM Eastern Standard Time on December 2, 2010,
subject to earlier termination by the Bond holders upon certain
circumstances. During this waiver extension period, the Company
will continue to discuss with its Bond holders various proposals.
There are no assurances, however, that such discussions will be
successful.

The waiver continues to be subject to a number of terms and
conditions.  In the event that the waiver expires or terminates
prior to the successful conclusion of the Company's negotiations
with its Bond holders regarding the restructuring of its
outstanding debt, the Company will be in default of its
obligations under the Indenture and the Bond holders may choose to
accelerate the debt obligations under the Indenture and demand
immediate repayment in full and seek to foreclose on the
collateral supporting such obligations.  If the Company's debt
obligations are accelerated or are not restructured on acceptable
terms, it is likely the Company will be unable to repay such
obligations and may seek protection under the U.S. Bankruptcy Code
or similar relief.

                    About Molecular Insight

Molecular Insight Pharmaceuticals, Inc. (NASDAQ: MIPI)
-- http://www.molecularinsight.com/-- is a clinical-stage
biopharmaceutical company and pioneer in molecular medicine.  The
Company is focused on the discovery and development of targeted
therapeutic and imaging radiopharmaceuticals for use in oncology.
Molecular Insight has five clinical-stage candidates in
development.


NEIMAN MARCUS: Moody's Assigns 'B2' Rating to $1.07 Bil. Loan
-------------------------------------------------------------
Moody's Investors Service assigned a B2 to The Neiman Marcus
Group, Inc.'s $1.07 billion extended term loan due 2016.  All
other ratings, including the company's B3 Corporate Family Rating
and SGL-1 Speculative Grade Liquidity rating were affirmed.  The
rating outlook is stable.

                        Ratings Rationale

NMG has amended its $1.5 billion term loan agreement by extending
the maturity of $1.07 billion of the term loan by three years to
2016.  The amendment also includes a springing maturity to 91 days
prior to the maturity of the senior unsecured and senior
subordinated notes in 2015 should those notes not be refinanced.

The B3 Corporate Family Rating anticipates that while NMG's
operating performance should improve with the broader U.S. economy
and consumer spending, credit metrics will remain weak due to its
very high debt levels.  Moody's expects leverage to remain above
6.5 times over the next twelve months.  The rating also considers
that as a result of the extension of a significant portion of its
term loan, the company has no debt maturities until 2013 when its
$600 million revolving credit facility expires in January 2013 and
the $436 million unextended portion of its term loan matures in
April 2013.  Positive ratings consideration is given to NMG's
solid competitive position in the luxury market, solid execution
ability, and very good liquidity profile.  Along with having no
debt maturities in 2011 and 2012, NMG has a sizeable cash balance.

The B2 rating on the company's term loan -- both extended and non-
extended portions -- is one-notch higher than the Corporate Family
Rating and reflects the substantial credit cushion afforded to the
notes by the large amount of debt that rank junior to the term
loan.

The stable outlook reflects Moody's belief that the luxury goods
market will be constrained by tight consumer credit -- thus the
market size and NMG earnings will not experience enough growth to
return to their pre recession levels over the medium term.  In
addition, the stable outlook reflects that NMG debt levels will
remain high as there are no sizable required payments over the
next twelve months.

This rating was assigned and is subject to the review of final
documentation:

  -- $1.07 billion senior secured term loan due 2016 at B2 (LGD 3,
     34%).

These ratings were affirmed and LGD point estimates changed:

  -- Corporate Family Rating at B3
  -- Probability of Default Rating at B3
  -- Senior secured bank facility at B2 (LGD 3, to 34% from 35%)
  -- Senior secured debentures at B2 (LGD 3, to 34% from 35%)
  -- Senior unsecured debt at Caa1 (LGD 5, to 74% from 75%)
  -- Senior subordinated debt at Caa2 (LGD 6, to 81% from 92%)
  -- Speculative Grade Liquidity Rating at SGL-1

Ratings could be downgraded should NMG's improving operating
performance trends stall or reverse such that debt to EBITDA will
likely be sustained above 7.5 times or EBITA to interest expense
be sustained below 1.0 time.  In addition, ratings could be
downgraded should NMG fail to address its debt maturities well in
advance or should it fail to maintain adequate liquidity.  Ratings
could also be downgraded should financial policy become
aggressive.  Ratings could be upgraded should NMG's operating
performance improve to levels such that debt to EBITDA can be
sustained at about 6.0 times with EBITA to interest expense
sustained above 1.25 times while the company maintains good
liquidity.

The last rating action on Neiman Marcus was on June 10, 2010, when
its Corporate Family Rating was upgraded to B3 from Caa1 with a
stable outlook.

Neiman Marcus Group, Inc., headquartered in Dallas, TX, operates
41 Neiman Marcus stores, 2 Bergdorf Goodman stores, 6 CUSP stores,
28 clearance centers, and a direct business.  Total revenues are
about $3.7 billion.


NR GROUP: Dist. Ct. Says Rejected Lease Wasn't Terminated
---------------------------------------------------------
Under Louisiana law, WestLaw reports, a ground lease under which
the lessee had an option to purchase, not only the underlying real
estate upon which a parking lot and hotel constructed by its
predecessor in interest were located, but the parking lot and
hotel as well, and which specifically provided that, unless the
option to purchase were timely exercised, any improvements
constructed on the leased premises would become property of the
lessor on expiration or termination of the lease, could not be
interpreted, in light of undisputed evidence that the option to
purchase was never exercised, as granting the lessee any ownership
interest in the hotel or parking lot except for the duration of
its leasehold interest.  It was immaterial that a single line in
the middle of one of many lease amendments, amidst a title record
of almost 1,000 pages, referred to the lessee as "owner" of the
improvements.  However, the deemed rejection of the ground lease
due to a Chapter 7 trustee's failure to assume it did not mean
that the ground lease had terminated.  Capital One, N.A. v. City
of Alexandria, --- B.R. ----, 2010 WL 4386820 (W.D. La.) (Drell,
J.).

The Bankruptcy Court granted partial summary judgment to the City
of Alexandria, recognizing the city's unencumbered ownership of a
hotel and parking lot located on real property that city had
leased to NR Group's principal under a long-term ground lease,
finding that ground lease had been deemed rejected, and
terminating Capital One's interests in the improvements.  The
mortgage lender appealed.  The District Court vacated the
Bankruptcy Court's order terminating the lease as an automatic
result of the rejection, and remands the case for further
development of the record on that issue.

The Alexander Fulton Hotel, through its owner the NR Group, LLC,
sought Chapter 11 bankruptcy protection (Bankr. W.D. La. Case No.
08-81329) on Nov. 14, 2008.  Wade N. Kelly, Esq., in Lake Charles,
La., represents the Debtor.  NR estimated its assets and debts at
$1 million to $10 million at the time of the filing.


OCEANIA CRUISES: Loan Amendment Won't Affect S&P's 'CCC+' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it does not expect
to change its ratings on Oceania Cruises Inc.'s first- and
second-lien credit facilities in the event the company
successfully completes its planned amendment and maturity
extension.  Oceania is proposing to extend the maturity date on
its $40 million first-lien revolver to April 2015 from April 2012
and on its $300 million first-lien term loan (about $266 million
outstanding) to April 2015 from April 2013.  These issues are
rated 'B+' with a recovery rating of '2'.  The company is also
proposing to extend the maturity on its $75 million second-lien
term loan to July 2015 from April 2014.  This issue is rated
'CCC+' with a recovery rating of '6'.

The security package, amortization schedule, financial covenant,
and other key terms are the same as for the existing facilities,
except for the addition of a guarantee from parent company
Prestige Cruise Holdings Inc. S&P is assuming that nearly all
lenders agree to the amendment and extension.  S&P expects to
publish a complete recovery analysis next week following the
receipt of commitments for the transaction.

                           Ratings List

                       Oceania Cruises Inc.

             Corporate Credit Rating      B/Stable/--

             First-Lien Credit Fac        B+
               Recovery Rating            2

             Second-Lien Credit Fac       CCC+
               Recovery Rating            6


OREGON COACHWAYS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Oregon Coachways Inc.
        1501 Fourth Avenue, Suite 1900
        Seattle, WA 98101

Bankruptcy Case No.: 10-23787

Chapter 11 Petition Date: November 16, 2010

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Marc Barreca

Debtor's Counsel: George S. Treperinas, Esq.
                  KARR TUTTLE CAMPBELL
                  1201 3rd Ave Ste 2900
                  Seattle, WA 98101-3028
                  Tel: (206) 223-1313
                  E-mail: gtreperinas@karrtuttle.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/wawb10-23787.pdf

The petition was signed by Diana K. Carey, president.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Frederick D. Berg                      10-18668   07/27/10


OTC HOLDINGS: Court Sets December 13 General Claims Bar Date
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
established 5:00 p.m. (New York time) on December 13, 2010, as the
deadline for any individual or entity to file proofs of claim
against OTC Holdings Corporation.

Governmental unit bar date is set for February 21, 2011, at
5:00 p.m.

Proofs of claim must be delivered to:

   Oriental Trading Company Claims Processing Center
   c/o Kurtzman Carson Consultants LLC
   2335 Alaska Avenue
   El Segundo, CA 90245

                        About OTC Holdings

Omaha, Nebraska-based OTC Holdings Corporation filed for
Chapter 11 protection on August 25, 2010 (Bankr. D. Del. Case No.
10-12636).  Affiliates OTC Investors Corporation (Bankr. D. Del.
Case No. 10-12637), Oriental Trading Company, Inc. (Bankr. D. Del.
Case No. 10-12638), Fun Express, Inc. (Bankr. D. Del. Case No.
10-12639), and Oriental Trading Marketing, Inc. (Bankr. D. Del.
Case No. 10-12640), filed separate Chapter 11 petitions on
August 25, 2010.  The Debtors disclosed $463 million in total
assets and $757 million in total liabilities as of the Petition
Date.

Richard Hahn, Esq., My Chi To, Esq., Jae-Sun Chung, Esq., Huyue
Angela Zhang, Esq., and Jessica Katz, Esq., at Debevoise &
Plimpton LLP, represent the Debtors.  Joel A. Waite, Esq., and
Kenneth J. Enos, Esq., at Young, Conaway, Stargatt & Taylor, serve
as the Debtors' local counsel.  Jefferies & Company, Inc., is the
Debtors' financial advisor.  Protiviti, Inc., is the Debtors'
restructuring consultant.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.

The Official Committee of Unsecured Creditors' Delaware counsel is
Ashby & Geddes, P.A.


PCS EDVENTURES: Posts $755,590 Net Loss in Sept. 30 Quarter
-----------------------------------------------------------
PCS Edventures!.com, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $755,590 on $446,589 of revenue for
the three months ended September 30, 2010, compared with a net
loss of $431,332 on $799,721 of revenue for the three months ended
September 30, 2009.

The Company's balance sheet as of September 30, 2010, showed
$1.24 million in total assets, $517,307 in total liabilities, and
stockholders' equity of $725,234.

M&K CPAS PLLC expressed substantial doubt about the Company's
ability to continue as a going concern, following its fiscal 2010
results.  The firm noted that the Company has suffered reoccurring
losses and negative cash flow from operations.

The Company discloses in its latest 10-Q that it has accumulated
significant losses and that its established sources of revenues
are not sufficient to cover its operating costs.

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

                http://ResearchArchives.com/t/s?6f2f

                    About PCS Edventures!.com

Boise, Idaho-based PCS Edventures!.com, Inc. (OTC BB: PCSV) --
http://www.edventures.com/-- is engaged in the design,
development and delivery of educational learning labs bundled with
related technologies and programs to the K-12 market worldwide.
The PCS suite of products ranges from hands-on learning labs in
technology-rich topics in Science, Technology, Engineering and
Math (STEM) to services rich in imagination, innovation, and
creativity.  PCS programs operate in over 6,000 sites in all 50
United States as well as in 17 countries internationally.


PEP BOYS-MANNY: S&P Upgrades Rating to 'B' on Improved Metrics
--------------------------------------------------------------
Standard and Poor's has upgraded Pep Boys-Manny, Moe & Jack's
ratings to 'B' on improved credit metrics.


PHILLIP MCALLISTER, JR.: Case Summary & Creditors List
------------------------------------------------------
Joint Debtors: Phillip Lavannis McAllister, Jr.
               Kim Lee McAllister
               16 Golden Poppy Drive
               Trabuco Canyon, CA 92679

Bankruptcy Case No.: 10-26375

Chapter 11 Petition Date: November 17, 2010

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

Judge: Erithe A. Smith

Debtors' Counsel: Arthur F. Stockton, Esq.
                  STOCKTON THORTON LLP
                  27322 Calle Arroyo, Suite 36C
                  San Juan Capistrano, CA 92675
                  Tel: (866) 682-8776
                  Fax: (866) 207-4082
                  E-mail: art@stocktonlawoffices.com

Estimated Assets: $0 to $50,000

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

A list of the Joint Debtors' 15 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-26375.pdf


PHOENIX DIVERSIFIED: Professional Malpractice Lawsuit Continues
---------------------------------------------------------------
WestLaw reports that a bankruptcy court would not exercise its
discretion to permissively abstain from hearing professional
negligence and aiding and abetting claims which a Chapter 7
trustee asserted against accountants that allegedly aided and
abetted a corporate debtor's principal in fiduciary breaches that
he committed while using the company to perpetrate a Ponzi scheme,
though the claims were purely state law claims on which the
defendants had a right to a jury trial.  The claims presented
neither difficult nor unsettled issues of state law and were still
at the pretrial stage.  Moreover, there was no pending proceeding
in any other court in favor of which the bankruptcy court could
abstain.  Finally, abstention might deprive the trustee of a forum
to litigate his claims, given the limitations issues that existed.
In re Phoenix Diversified Inv. Corp., --- B.R. ----, 2010 WL
4483361 (Bankr. S.D. Fla.) (Kimball, J.).

Kenneth A. Welt, serving as the Chapter 7 Trustee of Phoenix
Diversified Investment Corporation, has sued (Bankr. S.D. Fla.
Adv. Pro. No. 10-03113) the Debtor's primary broker and accountant
to recover damages for the benefit of creditors of the defunct
commodities and futures trading company.

              About Phoenix Diversified Investment

Phoenix Diversified Investment Group was a commodities investment
firm based in Boca Raton, Fla., owned by Michael Meisner.  Lewis
Freeman, of Lewis B. Freeman & Partners in Miami, served as a
receiver in state court proceedings brought against Phoenix
Diversified.  A group of creditors filed an involuntary chapter 7
petition (Bankr. S.D. Fla. Case No. 08-15917) after learning that
the company is insolvent.  About 200 investors asserted claims
of more than $140 million against the Debtor.

                      About Michael Meisner

Michael A. Meisner of Boca Raton, Fla., filed a chapter 11
petition (Bankr. S.D. Fla. Case No. 08-16502) on May 19, 2008.
He estimated assets and debts of $1 million to $10 million
when he filed for bankruptcy.  Sherri B. Simpson, Esq., at
Law Offices of Sherri B. Simpson, P.A., represents Mr. Meisner.


PLATINUM ENERGY: Swings to $3.92 Million Net Loss in Q3 2010
------------------------------------------------------------
Platinum Energy Resources, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $3,917,625 on $8,811,809 of
revenue for the three months ended September 30, 2010, compared
with net income of $124,311 on $9,470,826 of revenue for the same
period in 2009.

The Company's balance sheet at September 30, 2010, showed
$53,856,349 in assets, $26,930,381 in liabilities, and $26,925,968
of stockholders' equity.

GBH CPAs, PC, in Houston, Texas, 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 experienced significant losses since inception and is
currently in default of its debt agreements.

The Company has incurred significant losses, resulting in
cumulative losses of $113,747,702 through September 30, 2010.  At
September 30, 2010, the Senior Credit Facility balance was
approximately $5.15 million.  The Company's current cash on hand
of $2,395,820 is not adequate to satisfy the debt.  Also, the
Company has negative working capital of $8,168,992.  Currently the
Company is looking at various ways of correcting these issues,
including exploring joint venture opportunities as well as a
thorough analysis of our specific assets for potential
divestiture.  Further the Company has assets and liabilities that
could be affected by unfavorable outcomes of litigation in
progress.

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

                http://ResearchArchives.com/t/s?6f30

Houston, Tex.-based Platinum Energy Resources, Inc. --
http://www.platenergy.com/-- is an independent oil and gas
exploration and production company.  The Company has approximately
37,000 acres under lease in relatively long-lived fields with
well-established production histories.  The properties properties
are concentrated primarily in the Gulf Coast region in Texas, the
Permian Basin in Texas and New Mexico, and the Fort Worth Basin in
Texas.


POLI-GOLD LLC: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Poli-Gold, LLC
        5890 Highway 95, Suite A
        Fort Mohave, AZ 86426

Bankruptcy Case No.: 10-37018

Chapter 11 Petition Date: November 17, 2010

Court: United States Bankruptcy Court
       District of Arizona (Yuma)

Judge: Randolph J. Haines

Debtor's Counsel: David WM Engelman, Esq.
                  ENGELMAN BERGER, P.C.
                  3636 N. Central Ave., #700
                  Phoenix, AZ 85012
                  Tel: (602) 271-9090
                  Fax: (602) 222-4999
                  E-mail: dwe@engelmanberger.com

Estimated Assets: $10,000,001 to $50,000,000

Estimated Debts: $10,000,001 to $50,000,000

The petition was signed by Veronica M. Polidori, Trustee of
Polidori Family Trust dtd. June 3, 1998, manager.

The Debtor did not file its list of largest unsecured creditors
when it filed its petition.


PRIUM MEEKER: Plan Outline Hearing Scheduled for November 23
------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
will convene a hearing on November 23, 2010, at 9:00 a.m., to
consider adequacy of the Disclosure Statement explaining Prium
Meeker Mall LLC and Prium Kent Retail LLC's Plan of
Reorganization.

The Debtors will begin soliciting votes on the Plan following
approval of the adequacy of the information in the Disclosure
Statement.

According to the Disclosure Statement, the Plan centers on the
restructuring of the Debtors' obligations to First Independent
Bank, leasing the remaining vacant space at Meeker Square
Neighborhood Shopping Center (approximately 11%) and a sale or
refinance of Meeker Square in 2014.

Under the Plan, the bank's claims will be cured on the effective
date so that the outstanding amount owed will be its principal
balance of $19,843,763.  The Debtors will make monthly payments to
the bank of $116,005 from its rental income and a lump sum payment
to the bank of the balance of its claim upon the sale or refinance
of Meeker Square.

WF Capital, Inc.'s claim will be fixed in the principal amount of
$1,000,000 on the effective date.  The Debtors will make monthly
payments of $4,167 from the rental income and a lump sum payment
to WF Capital of the balance of its claim upon the sale or
refinance of Meeker Square.

Claims of A.B.K. LLC will be fixed at $100,000 on the effective
date.  The Debtors will make monthly payments of $417(interest
only) from from the rental income and a lump sum payment to ABK
LLC of the balance of its claim upon the sale or refinance of
Meeker Square.

Class 4 unsecured claims will be paid at the rate of $50,000 every
six months  from rental income until paid in full.

Existing members will retain their membership interests.

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

                    About Prium Meeker Mall LLC

Tacoma, Washington-based Prium Meeker Mall LLC filed for Chapter
11 bankruptcy protection on July 14, 2010 (Bankr. W.D. Wash. Case
No. 10-45713).  Timothy W. Dore, Esq., at Ryan Swanson & Cleveland
PLLC, assists the Company in its restructuring effort.  The
Company estimated assets and debts at $10 million to $50 million.

Two affiliates filed separate Chapter 11 petitions on June 8,
2010,
Chelsea Heights LLC (Bankr. Case No. 10-44959); and Prium Tumwater
Buildings LLC (Bankr. Case No. 10-44962).


QUICK-MED TECH: Posts $442,400 Net Loss in Third Quarter
--------------------------------------------------------
Quick-Med Technologies, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $442,391 on $411,485 of revenue
for the three months ended September 30, 2010, compared with a net
loss of $738,424 on $29,331 of revenue for the same period ended
September 30, 2009.

The Company's balance sheet as of September 30, 2010, showed
$1,175,369 in assets, $7,769,876 in liabilities, and a
stockholders' deficit of $6,594,507.

"We expect to continue to incur losses in 2010.  In addition, we
have a net capital deficiency.  These matters raise substantial
doubt about our ability to continue as a going concern," the
Company said in the Form 10-Q.

Daszkal Bolton LLP, in Boca Raton, Fla., 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 June 30, 2010.  The independent auditors noted that the
Company has experienced recurring losses and negative cash flows
from operations for the years ended June 30, 2010. and 2009, and
has a net capital deficiency.

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

                 http://ResearchArchives.com/t/s?6f31

Gainesville, Fla.-based Quick-Med Technologies, Inc. is a life
sciences company focused on developing proprietary, broad-based
technologies in the consumer and healthcare markets.  The
Company's four core technologies are: (1) NIMBUS(R); (2) Stay
Fresh(TM); (3) NimbuDerm(TM); and (4) MultiStat(R).


RADIO ONE: Closes Exchange Offer for 2011 and 2013 Sub Notes
------------------------------------------------------------
Radio One, Inc., said Friday its pending exchange offer relating
to its 8-7/8% Senior Subordinated Notes due 2011 and its 6-3/8%
Senior Subordinated Notes due 2013 expired at 5:00 p.m., New York
City time, on November 19, 2010.

As of the Expiration Time, approximately 98% of the combined
aggregate principal amount outstanding of the 2011 Notes and the
2013 Notes had been validly tendered and not withdrawn, and
approximately 96% in aggregate principal amount outstanding of the
2011 Notes had been validly tendered and not withdrawn, which
together satisfied the minimum tender conditions of the Amended
Exchange Offer.

As reported by the Troubled Company Reporter on November 16, 2010,
Radio One amended certain of the terms of its exchange offer
relating to its 8-7/8% Senior Subordinated Notes due 2011 and its
6-3/8% Senior Subordinated Notes due 2013 to reduce the minimum
tender condition relating to its 2011 Notes to provide that a
minimum of 90% in aggregate principal amount outstanding of the
2011 Notes be validly tendered and not withdrawn.  The previous
hurdle was at least 95% in aggregate principal amount of the 2011
Notes be validly tendered and not withdrawn.

Radio One said the other minimum tender condition that at least
95% of the combined aggregate principal amount outstanding of the
2011 Notes and the 2013 Notes be validly tendered and not
withdrawn remains unchanged.  The Company has obtained the
required consent under the Support Agreement between it and
certain holders of its Existing Notes to reduce the minimum tender
condition relating to the tender of the 2011 Notes.

On Friday, the Company intends to accept all Existing Notes
tendered in the Amended Exchange Offer and otherwise complete the
transactions contemplated by the Amended Exchange Offer, the
Support Agreement between it and certain holders of the Existing
Notes and related transactions by November 24, 2010, or as soon as
reasonably practicable thereafter.  The Company also intends to
pay accrued but unpaid interest on any Existing Notes tendered in
the Amended Exchange Offer on the Settlement Date.  The Company's
pending amendment to its senior secured credit facility will
become effective on the Settlement Date.

BNY Mellon Shareowner Services is acting as exchange agent and
information agent and may be contacted at (800) 777-3674 or (201)
680-6579.

The new securities to be issued pursuant to the Amended Exchange
Offer on the Settlement Date have not been registered under the
Securities Act or any state securities laws.  Therefore, the new
securities may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act and any applicable state
securities laws.

                          About Radio One

Based in Washington, Radio One, Inc. (Nasdaq:  ROIAK and ROIA) --
http://www.radio-one.com/-- is a diversified media company that
primarily targets African-American and urban consumers.  The
Company is one of the nation's largest radio broadcasting
companies, currently owning 53 broadcast stations located in 16
urban markets in the United States.   Radio One operates
syndicated programming including the Russ Parr Morning Show, the
Yolanda Adams Morning Show, the Rickey Smiley Morning Show, CoCo
Brother Live, CoCo Brother's "Spirit" program, Bishop T.D. Jakes'
"Empowering Moments", the Reverend Al Sharpton Show, and the
Warren Ballentine Show.

The Company also owns a controlling interest in Reach Media, Inc.
-- http://www.blackamericaweb.com/-- owner of the Tom Joyner
Morning Show and other businesses associated with Tom Joyner.
Radio One owns Interactive One -- http://www.interactiveone.com/
-- an online platform serving the African-American community
through social content, news, information, and entertainment,
which operates a number of branded sites, including News One,
UrbanDaily, HelloBeautiful, Community Connect Inc. --
http://www.communityconnect.com/-- an online social networking
company, which operates a number of branded Web sites, including
BlackPlanet, MiGente, and Asian Avenue and an interest in TV One,
LLC -- http://www.tvoneonline.com/-- a cable/satellite network
programming primarily to African-Americans.

Ernst & Young LLP, in Baltimore, Maryland, expressed substantial
doubt about the Company's ability to continue as a going concern
in its report on the Company's restated consolidated financial
statements for 2009.  The independent auditors noted that in June
and July 2010 the Company violated certain covenants of its loan
agreements, which ultimately may result in significant amounts of
outstanding debt becoming callable by lenders.

Moody's Investors Service has repositioned Radio One Inc.'s
Probability of Default Rating to Caa2/LD, from Caa2, following
expiration of the 30-day grace period under the indenture
governing the company's 6.375% senior subordinated notes due 2013.
The August interest payment was not made in accordance with the
scheduled terms, and Moody's treats the failure to meet the
original contractual terms as a limited default.  All of Radio
One's debt ratings remain under review for possible downgrade,
including Radio One's Caa1 corporate family rating.

In August 2010, Radio One warned in a regulatory filing that it
may have to file for bankruptcy absent an extension of a
forbearance agreement or waiver from its lenders.


RAFAELLA APPAREL: Incurs $638,000 Net Loss in Qtr Ended Sept. 30
----------------------------------------------------------------
Rafaella Apparel Group Inc. filed its quarterly report on
Form 10-Q, reporting a net loss of $638,000 on $37.31 million of
net sales for the three months ended September 30, 2010, compared
with net income of $147,000 on $29.40 million of net sale for the
same period a year ago.

The Company's balance sheet at September 30, 2010, showed
$82.92 million in total assets, $89.31 million in total
liabilities, and a stockholders' deficit of $67.51 million.

As reported in the Troubled Company Reporter on Oct. 18, 2010,
PricewaterhouseCoopers LLP expressed substantial doubt against
the Company's ability as a going concern due to the Company's
senior secured notes mature in June 2011 and the Company does not
expect its forecasted cash and credit availability to be
sufficient to meet its debt repayment obligations under the senior
secured notes.

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

                http://ResearchArchives.com/t/s?6f33

                    About Rafaella Apparel Group

New York-based Rafaella Apparel Group, Inc., is a wholesaler,
designer, sourcer, marketer and distributor of a full line of
women's career and casual sportswear separates.  The Company
outsources the manufacturing and production of its clothing line
to factories primarily in Asia.  It sells directly to department,
specialty and chain stores and off-price retailers.


RAINBOW MEDIA: S&P Puts 'BB' Rating on CreditWatch Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'BB'
corporate credit ratings on Rainbow Media Enterprises Inc. and
Rainbow National Services LLC on CreditWatch with negative
implications.

S&P also placed its issue-level ratings on debt at Rainbow
National Services LLC on CreditWatch with negative implications,
including the 'BBB-' rating on a total $930 million of secured
credit facilities and the 'BB' rating on an aggregate $625 million
of unsecured debt.  Ratings on Rainbow parent Bethpage, N.Y.-based
cable operator Cablevision Systems Corp. (BB/Stable/--) and its
related entities, other than the Rainbow entities, are not on
CreditWatch.

The rating actions follows the announcement by Cablevision that it
will explore a potential leveraged, tax-free spin-off of its
Rainbow Media Holdings LLC business to Cablevision's stockholders.
The proposed new Rainbow entity would be a public company and
would own five national programming networks, including AMC and
S&P tv, and other programming-related assets.  Cablevision would
retain ownership of News 12 Networks, MSG Varsity, and Clearview
Cinemas.  Cablevision is seeking to complete this potential
transaction in mid-2011.

"The potential spin-off could result in a downgrade of Rainbow,"
said Standard & Poor's credit analyst Richard Siderman.  S&P
currently views Rainbow's credit quality on a consolidated basis
with Cablevision.  If the proposed spin-off is consummated, S&P
would evaluate the new Rainbow entity's business risk profile on a
stand-alone basis.  Furthermore, while Cablevision has indicated
that this would be a leveraged spin-off, S&P would analyze the
actual proposed capital structure for the new Rainbow entity as
part of its CreditWatch resolution.

"The negative CreditWatch also indicates the lack of upside rating
potential for a new Rainbow entity," added Mr. Siderman.  Even if
S&P were to view the business risk profile of a new Rainbow entity
favorably, and even if there were only limited debt leverage at
the proposed new Rainbow, S&P expects that the same financial
policy considerations that constrain the current Cablevision
ratings would similarly limit the rating on Rainbow.  The Dolan
family, which effectively controls Cablevision, would retain
similar control of the proposed Rainbow entity.  As such, the same
issues of a history of shareholder-enhancing initiatives and a
lack of clarity on financial policy that are incorporated into,
and limit, the Cablevision ratings, would also affect S&P's
ratings on the potential new Rainbow company.


RAJPAL BHULLAR: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Rajpal Singh Bhullar
        733 Piercy Road
        San Jose, CA 95138

Bankruptcy Case No.: 10-61905

Chapter 11 Petition Date: November 17, 2010

Court: U.S. Bankruptcy Court
       Northern District of California (San Jose)

Judge: Charles Novack

Debtor's Counsel: Scott J. Sagaria, Esq.
                  LAW OFFICES OF SCOTT J. SAGARIA
                  333 W. San Carlos Street, #1700
                  San Jose, CA 95110
                  Tel: (408) 279-2288
                  E-mail: sjsagaria@sagarialaw.com

Scheduled Assets: $4,081,300

Scheduled Debts: $6,308,210

A list of the Debtor's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/canb10-61905.pdf


RANCHER ENERGY: Posts $2.0 Million Net Loss in Sept. 30 Quarter
---------------------------------------------------------------
Rancher Energy Corp. filed its quarterly report on Form 10-Q,
reporting a net loss of $2.02 million on $1.15 million of revenue
for the three months ended September 30, 2010, compared with a net
loss of $1.94 million on $797,215 of revenue for the same period
ended September 30, 2009.

The Company incurred $579,061 of costs reflected as reorganization
items in the three months ended September 30, 2010.

The Company's balance sheet at September 30, 2010, showed
$18.19 million in total assets, $17.00 million in total
liabilities, and stockholders' equity of $1.19 million.

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

               http://researcharchives.com/t/s?6f23

                     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 October 15, 2010, the Company filed with the Court its proposed
Debtor's Plan of Reorganization.  A proposed Disclosure Statement
was filed simultaneously with the Plan.


RAPTOR NETWORKS: Earns $2.1 Million in September 30 Quarter
-----------------------------------------------------------
Raptor Networks Technology, Inc., filed its quarterly report on
Form 10-Q, reporting net income of $2.1 million on $526,617 of
revenue for the three months ended September 30, 2010, compared
with net income of $1.4 million on $699,171 of revenue for the
same period last year.

The Company's balance sheet at September 30, 2010, showed
$1.0 million in total assets, $20.0 million in total liabilities,
and a stockholders' deficit of $19.0 million.

Mendoza Berger & Company, LLP, in Irvine, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's 2009 results.  The
independent auditors noted of the Company's accumulated losses
from operations totaling roughly $84.0 million at December 31,
2009.

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

               http://researcharchives.com/t/s?6f29

Santa Ana, Calif.-based Raptor Networks Technology, Inc., designs,
produces and sells standards-based, proprietary high-speed network
switching and related "virtualized fabric" technologies.  The
Company's "distributed hybrid fabric" networking and integrated
systems' technologies allow users to upgrade both their
traditional networks as well as their server and storage arrays
with the Company's products to allow for more efficient management
of high-bandwidth transport, applications and security.


REALOGY CORP: Bank Debt Trades at 7% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Realogy Corp. is a
borrower traded in the secondary market at 92.57 cents-on-the-
dollar during the week ended Friday, November 19, 2010, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.98 percentage points
from the previous week, The Journal relates.  The Company pays 300
basis points above LIBOR to borrow under the facility.  The bank
loan matures on September 30, 2013, and carries Moody's B1 rating
and Standard & Poor's CCC- rating.  The loan is one of the biggest
gainers and losers among 186 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                        About Realogy Corp.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
around 15,000 offices and 270,000 sales associates doing business
in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

The Company's balance sheet at Sept. 30, 2010, showed
$2.67 billion in total assets, $9.14 billion in total liabilities,
and a stockholders' deficit of $981.0 million.

Realogy carries a 'CC' corporate credit rating with a "developing"
outlook from Standard & Poor's.  S&P noted that leverage was high,
at 15x at March 2010, although this was an improvement compared to
20x one year ago.

It has 'Caa2' corporate family and probability of default ratings,
with negative outlook, from Moody's.


REGIONS FINANCIAL: Fitch Cuts Preferred Stock Rating to 'BB'
------------------------------------------------------------
Fitch Ratings has downgraded the long-term Issuer Default Rating
of Regions Financial and its subsidiary to 'BBB-' from 'BBB+' and
short-term IDR to 'F3' from 'F2'.  The Rating Outlook remains
Negative.

Fitch's rating action is in part prompted by RF's recently
announced senior management changes in its risk management
function.  The company's Chief Risk Officer resigned, while the
Director of Credit Risk retired, and head of Problem Asset
Management left the company.  Fitch's downgrade also reflects the
company's continued weak asset quality performance in the third
quarter of 2010 (3Q'10), which resulted in the company's seventh
quarterly loss in eight quarters, which is outside of Fitch's
expectations.  Moreover, Fitch's action recognizes ongoing
concerns regarding the company's ability to address its weakening
credit profile, particularly in light of improving trends amongst
peers and the industry as a whole.  Fitch remains concerned about
the company's current capital position, particularly in light of
the continuing problems with asset quality.  While Fitch had
anticipated a challenging 2010 for RF, the lack of sustainable
progress in addressing asset quality concerns has further delayed
the company's return to profitability, with full year
profitability in 2011 increasingly unlikely.

RF reported a significant increase in non-performing assets
inflows in 3Q'10, which had been trending downward over the past
four quarters.  NPAs inflows totaled $1.43 billion in 3Q'10, up
61% on a sequential basis, stemming from higher land, condo,
single family, and income producing commercial real estate non-
performing assets inflows (albeit approximately $390 million of
which were subsequently disposed of during the quarter).  RF's
increase in NPA additions is counter to industry trends of
stabilizing to improving asset quality metrics.  Fitch also
remains concerned with RF's CRE exposure, especially for loans
based in Florida and Georgia, as market fundamentals continue to
weaken.  Fitch expects that RF will report high level of provision
expenses well into 2011.  RF's exposure to CRE loans, including
construction and owner-occupied loans, comprises approximately 35%
of total loans, of which 21% is investor-owned real estate.  RF
also has a large home equity book, totaling 17% of loans, of which
37% is centered in Florida, a market which has suffered severe
home price depreciation, and will likely continue to result in
elevated losses for RF.

The Negative Rating Outlook reflects Fitch's view that elevated
levels of NPAs will likely remain a considerable drag on earnings
and capital formation for the foreseeable future.  Until trends in
asset quality establish some evidence of bottoming out, further
rating actions remain possible.

RF is a $134 billion financial holding company headquartered in
Birmingham, Alabama.  RF operates approximately 1,800 branches in
16 states across the South, Midwest and Texas.  RF provides
traditional commercial, retail and mortgage banking services, as
well as investment banking, asset management, trust, mutual funds,
and securities brokerage services through its wholly owned
subsidiary, Morgan Keegan.

Fitch has downgraded these ratings and the Outlook remains
Negative:

Regions Financial Corporation

  -- Long-term IDR to 'BBB-' from 'BBB+';
  -- Senior debt to 'BBB-' from 'BBB+';
  -- Short-term IDR to 'F3' from 'F2';
  -- Subordinated debt to 'BB+' from 'BBB';
  -- Preferred stock to 'BB' from 'BBB-'.

Regions Bank

  -- Long-term IDR to 'BBB-' from 'BBB+';
  -- Long-term deposits to 'BBB' from 'A-';
  -- Short-term deposits to 'F2' from 'F1';
  -- Short-term IDR to 'F3' from 'F2';
  -- Senior debt to 'BBB-' from 'BBB+';
  -- Subordinated debt to 'BB+' from 'BBB'.

AmSouth Bank

  -- Subordinated debt to 'BB+' from 'BBB';

Regions Financing Trust II, III

  -- Preferred stock to 'BB' from 'BBB-';

Union Planters Corporation

  -- Senior debt to 'BBB-' from 'BBB+';
  -- Subordinated debt to 'BB+' from 'BBB';

AmSouth Bancorporation

  -- Subordinated debt to 'BB+' from 'BBB';

Fitch has affirmed these ratings:

Regions Financial Corporation

  -- Individual at 'C';
  -- Support at '5';
  -- Support floor at 'No Floor'.

Regions Bank

  -- Individual at 'C';
  -- Long-term debt guaranteed by TLGP at 'AAA';
  -- Short-term debt guaranteed by TLGP at 'F1+';

The Rating Watch Negative is maintained for these:

Regions Bank

  -- Support at '4';
  -- Support floor at 'B'.


RHI ENTERTAINMENT: Posts $26.26 Million Net Loss in Q3 2010
-----------------------------------------------------------
RHI Entertainment, Inc., filed its quarterly report on Form 10-Q,
showing a net loss of $26.26 million on $7.73 million of revenue
for the three months ended September 30, 2010, compared with a net
loss of $16.75 million on $9.51 million of revenue for the same
period of 2009.

The Company's balance sheet as of September 30, 2010, showed
$524.72 million in assets, $834.09 million of liabilities, and a
stockholders' deficit of $309.37 million.

As reported in the Troubled Company Reporter on April 1, 2010,
KPMG LLP, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern in its report on
the Company's 2009 financial statements.  The independent auditors
noted that the Company has incurred losses from operations and net
operating cash outflows in each of the past four years, has an
accumulated deficit, is in default of covenants of its debt
agreements and is unable to pay some of its obligations as they
come due.

At September 30, 2010, the Company has an accumulated deficit of
$364.39 million.

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

                http://ResearchArchives.com/t/s?6f32

Based in New York, RHI Entertainment, Inc. develops, produces and
distribute new made-for-television movies, mini-series and other
television programming worldwide.


RIVIERA HOLDINGS: Court Enters Plan Confirmation Order
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bankruptcy judge entered an order confirming
Riviera Holdings Corp.'s Chapter 11 plan on November 17, allowing
the Debtor to conclude the prepackaged reorganization begun in
July.

According to the report, the plan gives $50 million in new debt
and 80% of the stock to secured lenders owed as much as $266
million on a term loan.  The new debt is shared with first-lien
secured lenders owed $25 million.  Starwood Capital Group LLC
announced in March that it was the leader of a group that bought
control of the secured debt.

Mr. Rochelle relates that the Plan was negotiated in advance with
holders of more than two-thirds of the secured debt.  General
unsecured creditors with less than $1 million in claims are to be
paid in full.  Lenders providing $20 million in new money loans
would receive 8% of the new stock, plus warrants for another 10%.
Creditors who provide a $10 million working capital loan would
receive 7% of the new stock.  The last 5% of the new stock was for
lenders in return for providing a backstop insuring availability
of the $30 million in loans.

                      About Riviera Holdings

Riviera Holdings Corporation, through its wholly owned subsidiary,
Riviera Operating Corporation, owns and operates the Riviera Hotel
& Casino located in Las Vegas, Nevada, which consists of a hotel
comprised of five towers with 2,075 guest rooms, including 177
suites, and which has traditional Las Vegas-style gaming,
entertainment and other amenities.

In addition, Riviera Holdings, through its wholly-owned
subsidiary, Riviera Black Hawk, Inc., owns and operates the
Riviera Black Hawk Casino, a casino in Black Hawk, Colorado and
has various non-gaming amenities, including parking, buffet-styled
restaurant, delicatessen, a casino bar and a ballroom.

Riviera Holdings together with the two affiliates filed for
Chapter 11 on July 12, 2010 in Las Vegas, Nevada (Bankr. D. Nev.
Case No. 10-22910).  Riviera Holdings estimated assets and debts
of $100 million to $500 million in its petition.  Thomas H. Fell,
Esq., at Gordon Silver, represents the Debtors in the Chapter 11
cases.  XRoads Solutions Group, LLC, is the financial and
restructuring advisor.  Garden City Group Inc. is the claims and
notice agent.


ROBERT MIELL: Court Denies Discharge for False Oath
---------------------------------------------------
The Hon. Paul J. Kilburg denies Robert K. Miell's discharge under
Section 727(a)(4)(A) of the Bankruptcy Code for false oath, at the
behest of the United States Trustee.  The Debtor did not appear,
nor did anyone appear on his behalf, at the October 26 hearing on
the U.S. Trustee's request.

The adversary case is United States Trustee, v. Robert Miell, Adv.
Pro. Case No. 10-09003 (Bankr. N.D. Iowa), and a copy of the
Court's order, dated November 10, 2010, is available at
http://is.gd/hmbZufrom Leagle.com.

The Debtor filed a voluntary Chapter 11 petition (Bankr. N.D. Iowa
Case No. 09-01500), without Schedules and Statements, on May 28,
2009.  The Debtor filed his Schedules and Statements on June 29,
2009, and amended them on July 13, 2009.  The Court converted the
case to Chapter 7 and appointed a Chapter 7 Trustee on October 9,
2009.


SANSWIRE CORP: Posts $2.9 Million Net Loss in September 30 Quarter
------------------------------------------------------------------
Sanswire Corp. filed its quarterly report on Form 10-Q, reporting
a net loss of $2.9 million for the three months ended
September 30, 2010, compared to a net loss of $1.5 million for the
corresponding period last year.  The Company had no revenue for
the three months ended September 30, 2010, and 2009.

The Company had a working capital deficit of $20.2 million and an
accumulated deficit of $142.4 million at September 30, 2010.

The Company's balance sheet as of September 30, 2010, showed
$1.6 million in total assets, $20.4 million in total liabilities,
and a stockholders' deficit of $18.8 million.

As reported in the Troubled Company Reporter on April 14, 2010,
Rosen Seymour Shapss Martin & Company LLP, in New York, 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 experienced significant losses
and negative cash flows, resulting in decreased capital and
increased accumulated deficits.

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

               http://researcharchives.com/t/s?6f1c

                       About Sanswire Corp.

Aventura, Fla.-based Sanswire Corp. develops, markets and sells
autonomous, lighter-than-air ("LTA") unmanned aerial vehicles
("UAVs") capable of carrying payloads that provide persistent
security solutions at low, mid and high altitudes.  The Company's
airships are designed for use by government-related and commercial
entities that require real-time intelligence, surveillance and
reconnaissance support for military, homeland defense, border and
maritime missions.


SEALED AIR: S&P Gives Positive Outlook, Affirms 'BB+' Rating
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Sealed
Air Corp. to positive from stable.  At the same time, S&P affirmed
its 'BB+' corporate credit rating on the company.

"The outlook revision reflects S&P's expectation that the company
is likely to maintain its financial policy and operating
performance at a level that is consistent with a modestly higher
rating," said Standard & Poor's credit analyst Liley Mehta.  "S&P
expects that management will be prudent in the manner in which it
executes its plans for acquisitions and share repurchases,
following completion of the pending asbestos-related settlement
agreement payout."

Given the company's consistent free cash generation and ample
liquidity (in anticipation of the asbestos-related settlement
agreement payment), S&P believes that Sealed Air has the capacity
and willingness to sustain the key ratio of funds from operations
(FFO) to total adjusted debt at around 25%.  The ratio improved to
26% as of Sept. 30, 2010, from the high-teens percent area a year
ago, providing the company, in S&P's view, with a level of cushion
to execute any potential growth or shareholder return strategies.

The ratings on Sealed Air reflect its strong business risk profile
and its fairly consistent free cash flow, offset by a significant
financial risk profile.  Sealed Air is a leading global
manufacturer of a wide range of packaging and performance-based
materials and equipment systems that serve an array of food,
industrial, medical, and consumer applications.  The company, with
trailing-12-month revenues of about $4.4 billion, benefits from
significant geographic diversity and generates more than half of
its sales outside the U.S. Meaningful barriers to entry include
strong market positions, global infrastructure, technological
expertise and innovation, and powerful brands including Cryovac-
flexible packaging (primarily multilayer shrink bags and films for
food) and Bubble Wrap- cushioning for protective packaging.

Sealed Air is a leading player in the fragmented protective
packaging category.  This category is somewhat cyclical because
most sales are tied to the manufacturing sector.  In contrast, the
food-packaging and food-solutions segment has been less affected
by the downturn.  Besides the economy, changes in meat consumption
patterns, such as those related to the cost of meat, reported
outbreaks of bovine spongiform encephalopathy ("mad cow" disease)
or avian influenza, and trade restrictions can also affect the
food-packaging business.


SHADY ACRES: Can Access Milk Proceeds Until February 15
-------------------------------------------------------
The Hon. Whitney Rimel of the U.S. Bankruptcy Court for the
Eastern District of California approved a third stipulation
authorizing Shady Acres Dairy to use the cash collateral of Farm
Credit West, Penny Newman Grain Co., and Penny-Newman Milling,
LLC.

The Court will convene a continued hearing on February 16 at
1:30 p.m., to consider the Debtor's request to further access the
cash collateral.

Farm Credit asserts that it is owed approximately $19 million on
account of herd loans, feed loans, equipment loans, mortgage
loans, and other loans.  The loans are secured by a security in
milk, milk products, livestock, feed inventory, and equipment, all
accounts and general intangibles; all cash and noncash proceeds of
the Debtor; and other collateral including the real property owned
by the Debtor and Beverly Anker.

Grain Co. asserts that it is owed about $177,000 secured by a
dairy supply lien against the Debtor's milk and milk proceeds.

Milling LLC asserts that it is owed about $106,000 secured by a
dairy supply lien against the Debtor's milk and milk proceeds.

The collateral constitutes the Debtor's sole source of funds to
operate the Debtor's dairy business.  The Debtor would access the
milk proceeds to fund its business operations until February 15,
2011.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the prepetition lenders
payments on their secured claims.

The Debtor also related that it's obligations to the prepetition
lenders will continue to be secured by the respective creditors'
collateral, and the proceeds, as if the Debtor's bankruptcy
petition had not been filed.  Prepetition debt will be secured by
postpetition collateral and postpetition debt will additionally be
secured by prepetition collateral.

                     About Shady Acres Dairy

Visalia, California-based Shady Acres Dairy is engaged in a dairy
and farming business in Fresno and Tulare Counties, California.
It filed for Chapter 11 protection on August 9, 2010 (Bankr. E.D.
Calif. Case No. 10-19058).  Hagop T. Bedoyan, Esq., at Klein,
Denatale, Goldner, Cooper, Rosenlieb & Kimball, LLP, represents
the Debtor.  The Company disclosed $23,953,922 in assets and
$23,462,173 in liabilities as of the Petition Date.


SHADY ACRES: Files Schedules of Assets and Liabilities
------------------------------------------------------
Shady Acres Dairy filed with the U.S. Bankruptcy Court for the
Eastern District of California its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $11,000,000
  B. Personal Property           $12,953,922
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $21,398,200
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $2,063,973
                                 -----------      -----------
        TOTAL                    $23,953,922      $23,462,173

Visalia, California-based Shady Acres Dairy is engaged in a dairy
and farming business in Fresno and Tulare Counties, California.
It filed for Chapter 11 protection on August 9, 2010 (Bankr. E.D.
Calif. Case No. 10-19058).  Hagop T. Bedoyan, Esq., at Klein,
Denatale, Goldner, Cooper, Rosenlieb & Kimball, LLP, represents
the Debtor.


SHADY ACRES: Court OKs Klein DeNatale as Bankruptcy Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California
authorized Shady Acres Dairy Klein, DeNatale, Goldner, Cooper,
Rosenlieb & Kimball as general counsel.

Klein DeNatale is expected to represent the Debtor in the
Chapter 11 proceedings.

To the best of the Debtor's knowledge, Klein DeNatale is a
?disinterested person? as that term is defined in Section 101(14)
of the Bankruptcy Code.

                     About Shady Acres Dairy

Visalia, California-based Shady Acres Dairy is engaged in a dairy
and farming business in Fresno and Tulare Counties, California.
It filed for Chapter 11 protection on August 9, 2010 (Bankr. E.D.
Calif. Case No. 10-19058).  Hagop T. Bedoyan, Esq., at Klein,
Denatale, Goldner, Cooper, Rosenlieb & Kimball, LLP, represents
the Debtor.  The Company disclosed $23,953,922 in assets and
$23,462,173 in liabilities as of the Petition Date.


SKINNY NUTRITIONAL: Posts $2.2 Million Net Loss in Q3 2010
----------------------------------------------------------
Skinny Nutritional Corp. filed its quarterly report on Form 10-Q,
reporting a net loss of $2.19 million on $1.88 million of revenue
for the three months ended September 30, 2010, compared with a net
loss of $1.53 million on $1.54 million of revenue for the same
period of 2009.

The Company's balance sheet at September 30, 2010, showed
$2.16 million in total assets, $4.34 million in total liabilities,
and a stockholders' deficit of $2.18 million.

As reported in the Troubled Company Reporter on April 6, 2010,
Marcum LLP, in Bala Cynwyd, Pa., 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 losses since inception and has not yet
been successful in establishing profitable operations.

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

               http://researcharchives.com/t/s?6f2c

                    About Skinny Nutritional

Bala Cynwyd, Pa.-based Skinny Nutritional Corp. (OTC BB: SKNY.OB)
-- http://www.SkinnyWater.com/-- has developed and is marketing a
line of enhanced waters, all branded with the name "Skinny Water"
that are marketed and distributed primarily to calorie and weight
conscious consumers.


SOFTLAYER HOLDINGS: S&P Assigns 'B+' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
corporate credit rating to Dallas-based IT hosting and managed
services provider SoftLayer Holdings Inc.  The outlook is stable.

S&P also assigned its 'B+' issue-level and '3' recovery rating to
the company's $290 million senior secured credit facility.  The
facility consists of a $250 million term loan due 2016 and a
$40 million revolving credit facility due 2015, with subsidiaries
ThePlanet.com Internet Services Inc. and SoftLayer Technologies
Inc. listed as co-borrowers.

The recovery rating of '3' indicates S&P's expectation for
meaningful (50%-70%) recovery in the event of default.  The
proceeds will cover costs related to the merger of SoftLayer
Technologies Inc. and ThePlanet.com, which includes repayment of
existing debt at the entities, fees and integration costs, and
payment to exiting equity investors.  Private-equity firm GI
Partners holds a majority stake in each company, and will maintain
majority ownership of the merged entity.  The outlook on the
merged entity is stable.  The ratings S&P is assigning are final
and follow the closing of the transaction on Nov. 9, 2010.

"The ratings reflect the competitive, fragmented nature of the
hosting and managed services sector," said Standard & Poor's
credit analyst Michael Senno, "as well as risks associated with
SoftLayer's target customer base in the Internet-centric small and
midsized business market."  Further, most customers operate on
month-to-month contracts with no commitments, exposing SoftLayer
to cyclical trends or potential technological change.  However,
S&P expects continued double-digit annual revenue growth, pro
forma for the merger, due to the high growth trends in IT
outsourcing and managed services.  This growth expectation only
partially offsets the business risks facing the company.

"Additional scale from the merger will strengthen SoftLayer's
position in the fragmented market," added Mr. Senno, "and provide
leverage to negotiate better rates for bandwidth and data-center
leases, its two biggest costs."  SoftLayer's business model
employs a flexible capital-spending program that S&P believes will
allow the company to scale back expenditures if growth fails to
materialize.  The company purchases most servers as demand
warrants and can redeploy servers from exiting customers to new
customers, which should mitigate overexpansion risk and help the
company maintain positive free operating cash flow.  Pro forma for
the transaction, the combined entity had $267 million in revenue
and $103 million in EBITDA the 12 months ended Sept. 30, 2010.


SOMERSET PROPERTIES: Section 341(a) Meeting Scheduled for Dec. 15
-----------------------------------------------------------------
The U.S. Trustee for the Eastern District of North Carolina will
convene a meeting of Somerset Properties SPE, LLC's creditors on
December 15, 2010, at 10:00 a.m.  The meeting will be held at USBA
Creditors Meeting Room, Two Hannover Square, Room 610, 434
Fayetteville Street Mall, Raleigh, NC 27601.

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.

Raleigh, North Carolina-based Somerset Properties SPE, LLC, filed
for Chapter 11 bankruptcy protection on (Bankr. E.D. N.C. Case No.
10-09210).  William P. Janvier, Esq., at Janvier Law Firm, PLLC,
assists the Debtor in its restructuring effort.  The Debtor
estimated its assets at $10 million to $50 million and debts at
$10 million to $50 million.


SOMERSET PROPERTIES: Taps Janvier Law as Bankruptcy Counsel
-----------------------------------------------------------
Somerset Properties SPE, LLC, asks for authorization from the U.S.
Bankruptcy Court for the Eastern District of North Carolina to
employ Janvier Law Firm, PLLC, as bankruptcy counsel.

Janvier Law will:

     a. prepare applications, complaints, answers, orders,
        reports, motions, notices, plan of reorganization,
        disclosure statement and other papers necessary in the
        Debtor's reorganization case;

     b. perform legal services in connection with the Debtor's
        reorganization, including court appearances, research,
        opinions and consultations on reorganization options,
        direction and strategy; and

     c. perform all other legal services for the Debtor which may
        be necessary in the Debtor's Chapter 11 case.

Janvier Law will be paid $390 per hour for its services.  The Firm
is holding $14,833 in trust as security deposit for postpetition
services.

William P. Janvier, Esq., an attorney at Janvier Law, assures the
Court that the firm is a "disinterested person" as that term
defined in Section 101(14) of the Bankruptcy Code.

Raleigh, North Carolina-based Somerset Properties SPE, LLC, filed
for Chapter 11 bankruptcy protection on (Bankr. E.D. N.C. Case No.
10-09210).  The Debtor estimated its assets at $10 million to
$50 million and debts at $10 million to $50 million.


SOMERSET PROPERTIES: Wants to Use Cash Collateral; Lenders Object
-----------------------------------------------------------------
Somerset Properties SPE, LLC, seeks authority from the U.S.
Bankruptcy Court for the Eastern District of North Carolina to use
the cash securing debts to their prepetition lenders.

William P. Janvier, Esq., at Janvier Law Firm, PLLC, explains that
the Debtor needs to use the cash collateral to fund its Chapter 11
case, pay suppliers and other parties.  The Debtor has provided
the Lenders with a proposed 30-day budget for use of cash
collateral totaling $255,127 for expenses and $5,229 for capital
items.  A copy of the budget is available for free at:

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

CSFB 2001-CP4 Bland Road, LLC, and CSFB 2001-CP4 Falls of Neuse,
LLC, claim to be the holder of security interests in the Debtor's
real property and associated rents.  The rents may constitute cash
collateral.  LNR Partners, Inc., is the special servicer for the
loans, while Midland Loan Services, Inc., is the master servicer
for the loans.  The Debtor disputes the claims of CSFB, LNR, and
Midland.

Rents owed to Somerset are paid to a lockbox controlled by CSFB,
LNR, and Midland.  CSFB, LNR, and Midland are holding at least
$903,000 of the Debtor's rents in the lockbox account.  CSFB, LNR,
and Midland are also holding at least $376,000 in an escrow
account.  CSFB, LNR, and Midland have not yet turned over the held
funds.

The Lenders have objected to the Debtor's request to use their
cash collateral and are demanding adequate protection.  The
Lenders also object to the Budget as it proposes to pay other than
the ordinary and necessary expenses of owning and operating the
properties and to pay other than emergency expenses necessary to
avoid immediate and irreparable harm tot eh estate.  The Lenders
doesn't agree to the budget items of $25,326 for Legal, $40,731
for Management Fees and Management Reimbursables, and $1,500 for
Professional.

The Lenders are represented by William B. Sullivan --
wsullivan@wcsr.com -- and Julie B. Pape, jpape@wcsr.com, of Womble
Carlyle Sandridge & Rice, PLLC.

Raleigh, North Carolina-based Somerset Properties SPE, LLC, owns
six office buildings in Raleigh, North Carolina.  It filed for
Chapter 11 bankruptcy protection on (Bankr. E.D. N.C. Case No. 10-
09210).  William P. Janvier, Esq., at Janvier Law Firm, PLLC,
assists the Debtor in its restructuring effort.  The Debtor
estimated its assets at $10 million to $50 million and debts at
$10 million to $50 million.


SONJA TREMONT-MORGAN: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Sonja Tremont-Morgan
        162 East 63rd Street
        New York, NY 10065

Bankruptcy Case No.: 10-16132

Chapter 11 Petition Date: November 17, 2010

Court: U.S. Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Shelley C. Chapman

Debtor's Counsel: J. Ted Donovan, Esq.
                  GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
                  1501 Broadway, 22nd Floor
                  New York, NY 10036
                  Tel: (212) 301-6943
                  Fax: (212) 422-6836
                  E-mail: TDonovan@Finkgold.com

Scheduled Assets: $13,458,749

Scheduled Debts: $19,839,501

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


SPEED4U LP: Has $2.1 Mil. Offer for Racetrack Operation
-------------------------------------------------------
Subject to higher and better offers, Speed4U, L.P., has agreed to
sell 395 acres of improved land, located at 201 Penndale Road in
Wampum, Pa., for $2,100,000 to James Stout or his Assigns.  The
sale is for the purchase of all of the rights, title and interest,
including any oil and gas rights, and the Speed4U, L.P. Land from
Seller, together with all buildings and permanent improvements
located thereon to include, and not to be limited to, a 12,000
square foot event center, Wilson Circuit Tower, North Track Tower,
a garage and service building, Turn1ProSports shop and employee
break room, an office structure, safety barriers and paved
surfaces, fencing, shooting ranges, fuel farm, propane tank,
electric services, wells and water service system, communication
lines and communication system; and all personal property owned by
Seller including, but not limited to, furniture, equipment
furnishings, vehicles, tools and appliances including warranties
and service agreements attendant thereto; and Speed4U, L.P.'s
interest in BeaveRun Driving Academy, LLC, Turn1ProSports, LLC and
BeaveRun Development Company.

Objections to the sale, if any, must be filed and served by Nov.
26, 2010, and a Sale Hearing is scheduled for Dec. 2, 2010, in
Pittsburgh.

Speed4U, L.P., the owner of the BeaveRun MotorSports Complex in
Wampum, Pa. -- http://www.beaverun.com/-- sought Chapter 11
protection (Bankr. W.D. Pa. Case No. 09-20478) on Jan. 27, 2009,
and is represented by Robert O. Lampl, Esq., in Pittsburgh, Pa.
At the time of the filing, the Debtor estimated its assets and
debts at $1 million to $10 million.


STANT CORP: Plan Confirmation Hearing Scheduled for December 1
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on December 1, 2010, at 10:00 a.m. (prevailing
Eastern Time), to consider the confirmation of Stant Corp., nka
SPC Seller Inc., et al.'s Plan of Reorganization.

Objections and ballots accepting or rejecting the Plan were due
November 9.

As reported in the Troubled Company Reporter on June 14, according
to the Disclosure Statement proposed by the Debtors and the
Official Committee of Unsecured Creditors, the Plan provides for
the purchaser to assume the DIP facility claims and senior secured
lenders claims and deemed paid in full pursuant to the APA and
sale order.

By consent, the holders of junior prepetition note claims will
receive the Northstar consideration (a) $100,000; and (b) warrants
for $1.75% of the fully diluted common equity of the purchaser.

Holders General unsecured claims have an estimated percentage
recovery of 2.51% to 3.01%.

The Plan cancels all interests in the Debtors.  Holders of
interests will receive no distribution under the Plan.

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

                        About Stant Corp.

Stant Corp. and five affiliated companies filed for Chapter 11
bankruptcy protection on July 27, 2009 (Bankr. D. Del. 09-12647).
Sandra G.M. Selzer, Esq., and Scott D. Cousins, Esq., at Greenberg
Traurig, LLP, in Wilmington, Delaware, serve as the Debtors'
counsel.  Stant Corp. estimated debts at $50 million to
$100 million and assets at $50 million to $100 million.


STEPHEN SHOWN: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Stephen D. Shown
                 dba Steve's Carpentry
                     Dragonwood Const
               Poh Khuan Toh
                 aka Jobina Toh
               1875 Unwin Drive
               Napa, CA 94558
               Tel: (707) 337-0037

Bankruptcy Case No.: 10-14421

Chapter 11 Petition Date: November 17, 2010

Court: U.S. Bankruptcy Court
       Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtors' Counsel: Mitchell L. Abdallah, Esq.
                  ABDALLAH LAW GROUP
                  980 9th Street, 16th Floor
                  Sacramento, CA 95814
                  Tel: (916)446-1974
                  E-mail: mitch@abdallahlaw.net

Scheduled Assets: $1,559,046

Scheduled Debts: $2,065,733

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/canb10-14421.pdf


SUPERIOR BOAT: Dissolution Under Chapter 11 Is Appropriate
----------------------------------------------------------
WestLaw reports that under Mississippi law, as predicted by the
bankruptcy court, a corporation that has been administratively
dissolved may file a Chapter 11 petition to liquidate when the
statutory period for administrative reinstatement has run.  Broad
statutory language authorizing a dissolved corporation to do
"every other act necessary to wind up and liquidate its business
affairs" included liquidating through bankruptcy proceedings,
regardless of whether the dissolved corporation had statutory
authority to reinstate.  While recognizing a split of authority
from other jurisdictions, the bankruptcy court was persuaded by
the line of cases that leaves the door to bankruptcy open for
dissolved corporations in pursuit of their statutory duty to wind
up and liquidate business affairs.  In re Superior Boat Works,
Inc., --- B.R. ----, 2010 WL 4628104 (Bankr. N.D. Miss.).

Superior Boat Works, Inc., based in Greenville, Miss., filed a
chapter 11 petition (Bankr. N.D. Miss. Case No. 09-15836) on Nov.
6, 2009, represented by William R. Armstrong Jr., Esq., in
Jackson, Miss.  The Debtor estimated its assets and debts at
$1 million to $10 million at the time of the filing.


TAJ GRAPHICS: Court Dismisses Suit v. LWD Creditors Panel
---------------------------------------------------------
The Hon. Thomas J. Tucker dismisses TAJ Graphic Enterprises, LLC,
v. LWD Creditors Committee, et al., (Bankr. E.D. Mich. Adv. Pro.
No. 09-6952) for the Debtor's failure to comply with the Court's
October 25 order.

The October 25 order provided, in relevant part:

     1. If Plaintiff wishes to voluntarily dismiss the adversary
        proceeding, with or without prejudice, Plaintiff must file
        a notice of such dismissal or an ex parte motion for such
        dismissal, and submit a proposed order, all no later than
        Friday, October 29, 2010.

     2. If Plaintiff does not file a notice or motion for
        dismissal by the October 29, 2010 deadline, the Court will
        then cause this adversary proceeding to be reviewed for a
        possible entry of default by the Clerk against the
        defendants.

     3. No later than October 27, 2010, Plaintiff's counsel must
        serve a copy of the Order upon each of the Defendants and
        their counsel, by both U.S. mail and by fax or e-mail if
        available, and file proof of such service.

The Plaintiff's counsel failed to comply with Paragraph 3 of the
Court's October 25 Order.

A copy of the Court's order is available at http://is.gd/hoCJG
from Leagle.com.

Based in Rochester, Michigan, TAJ Graphics Enterprises, LLC, filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Mich. Case No.
09-72532) on October 21, 2009.  John D. Hertzberg, Esq., in
Bingham Farms, Michigan, serves as the Debtor's counsel. In its
petition, the Debtor estimated $10 million to $50 million, and
$1 million to $10 million in debts.


TAJ GRAPHICS: Motion to Dismiss Case Must Be Filed Separately
-------------------------------------------------------------
Prime Financial, Inc. sought conversion or, in the alternative,
the appointment of a Chapter 11 trustee in the bankruptcy case of
TAJ Graphics Enterprises, LLC.  The Debtor filed a response to the
Motion to Convert, which contains within it a purported motion to
voluntarily dismiss its Chapter 11 case.

The Hon. Thomas J. Tucker denies TAJ Graphics' Motion to Dismiss.
Judge Tucker says the Debtor must seek dismissal separately, by
filing a motion and related papers, not by burying the purported
motion within its response to the Motion to Convert.

A copy of the Court's order is available at http://is.gd/hoCbE
from Leagle.com.

Based in Rochester, Michigan, TAJ Graphics Enterprises, LLC, filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Mich. Case No.
09-72532) on October 21, 2009.  John D. Hertzberg, Esq., in
Bingham Farms, Michigan, serves as the Debtor's counsel. In its
petition, the Debtor estimated $10 million to $50 million, and
$1 million to $10 million in debts.


TAYLOR BEAN: Seeks Court OK on Liquidation Plan Vote
----------------------------------------------------
American Bankruptcy Institute reports that Taylor, Bean & Whitaker
Mortgage Co., the Florida company that federal prosecutors say was
at the center of a multibillion-dollar mortgage fraud, is seeking
court permission to send its liquidation plan to creditors for a
vote.

                          About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.  In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities.  It also managed a combined mortgage
servicing portfolio of approximately $80 billion.  The company
employed more that 2,000 people in offices located throughout the
United States.

Taylor Bean filed for Chapter 11 bankruptcy protection August 24
(Bankr. M.D. Fla. Case No. 09-07047).  Taylor Bean filed the
Chapter 11 petition three weeks after federal investigators
searched its offices.  The day following the search, the Federal
Housing Administration, Ginnie Mae and Freddie Mac prohibited the
company from issuing new mortgages and terminated servicing
rights.  Taylor Bean estimated more than $1 billion in both assets
and liabilities in its bankruptcy petition.

Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Florida, represents the Debtor.  Troutman
Sanders LLP is special counsel.  BMC Group, Inc., serves as claims
agent.


TEGAL CORPORATION: Earns $134,000 in September 30 Quarter
---------------------------------------------------------
Tegal Corporation filed its quarterly report on Form 10-Q,
reporting net income of $134,000 on $3.2 million of revenue for
the three months ended September 30, 2010, compared with a net
loss of $1.7 million on $3.1 million of revenue for the three
months ended September 30, 2009.

For the six months ended September 30, 2010, the Company financed
its operations from existing cash on hand.

"Our business is dependent upon the sales of our capital
equipment, and projected sales may not materialize and unforeseen
costs may be incurred.  If the projected sales do not materialize,
we would need to reduce expenses further and/or raise additional
capital which may include capital raises through the issuance of
debt or equity securities in order to continue our business," the
Company said in the filing.

"Failure to raise any needed funds would materially adversely
affect us."

In consideration of these circumstances, the Company has engaged
Cowen & Co., LLC to assist it in evaluating strategic alternatives
for the Company, which may include a merger with or into another
company, a sale of all or substantially all of its assets and the
liquidation or dissolution of the Company, including through a
bankruptcy proceeding.

The Company's balance sheet at September 30, 2010, showed
$11.7 million in total assets, $1.8 million in total liabilities,
and stockholders' equity of $9.9 million.

As reported in the Troubled Company Reporter on June 29, 2010,
Burr Pilger Mayer, Inc., in San Francisco, 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 March 31, 2010.  The independent auditors noted that the
Company has suffered recurring losses from operations, has
experienced a significant decrease in demand for its products, and
is evaluating certain strategic alternatives which may
significantly alter its ability to recover its assets in the
normal course of business over the next twelve months.

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

               http://researcharchives.com/t/s?6f20

                     About Tegal Corporation

Petaluma, Calif.,-based Tegal Corporation (Nasdaq: TGAL)
-- http://www.Tegal.com/-- designs, manufactures, markets and
services specialized plasma etch systems used primarily in the
production of micro-electrical mechanical systems ("MEMS")
devices, such as sensors and accelerometers as well as power
devices.  The Company's Deep Reactive Ion Etch ("DRIE") systems
are also employed in certain sophisticated manufacturing
techniques, such as 3-D interconnect structures formed by
intricate silicon etching, also known as Deep Silicon Etch ("DSE")
for so-called Through Silicon Vias ("TSVs").


TELKONET INC: Posts $2.2 Million Net Loss in September 30 Quarter
-----------------------------------------------------------------
Telkonet Inc. announced its third quarter results for the period
ended September 30, 2010.  Telkonet said it has reflected MSTI
Holdings, Inc. results of operations in the condensed consolidated
statement of operations through the date of the disposal as
discontinued operations for all periods presented.

For the quarter ended September 30, 2010 Telkonet had revenue of
$3.1 million, an increase of 27%, compared to $2.4 million for the
quarter ended September 30, 2009.  Telkonet's revenue for the
quarter ended September 30, 2010 decreased by 2% when compared to
the quarter ended June 30, 2010.  Telkonet reported gross margins
of 50% for the quarter ended September 30, 2010 compared to 51%
for the quarter ended September 30, 2009, and 58% for the quarter
ended June 30, 2010.

The Company's balance sheet at Sept. 30, 2010, showed $16.33
million in total assets, $6.15 million in total liabilities, $2.79
million in total long-term liabilities, and stockholders' equity
of $5.95 million.

For the nine months ended September 30, 2010 Telkonet had revenue
of $8.9 million, an increase of 5% compared to $8.4 million for
the nine months ended September 30, 2009.  Telkonet reported gross
margins of 54% for the nine months ended September 30, 2010
compared to 54% for the nine months ended September 30, 2009.

Telkonet reported a net loss for the quarter ended September 30,
2010 of $2.2 million compared to a net loss of $2.1 million for
the quarter ended September 30, 2009.  Telkonet had a positive
adjusted EBITDA, a non-GAAP1 measure, for the quarter ended
September 30, 2010 of approximately $92,000 compared to a negative
adjusted EBITDA of $741,000 for the quarter ended September 30,
2009.

Telkonet, Inc. reported a net loss of $2.4 million for the nine
months ended September 30, 2010, compared to a net income of $4.2
million for the nine months ended September 30, 2009. Net income
in 2009 includes a $6.9 million net gain on the deconsolidation of
MST.  Telkonet had a negative adjusted EBITDA, a non-GAAP measure,
of approximately $122,000 for the nine months ended September 30,
2010, an improvement of 90% compared to negative adjusted EBITDA
of $1.3 million for the nine months ended September 30, 2009.

"We continue to demonstrate the strength in our business through
revenue growth and an expanding market focus.  Improved business
fundamentals and superior product technology have created the
foundation for Telkonet's profitability," stated Jason Tienor,
Telkonet's President and CEO.  "Throughout 2010 we have executed
the necessary steps to position the company for profitability and
our performance and financials are demonstrative of those
efforts."

A full-text copy of the earnings release is available for free
at http://ResearchArchives.com/t/s?6e5e

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6e5f

                          About Telkonet

Milwaukee, Wisconsin-based Telkonet, Inc. is a clean technology
company that develops and manufactures proprietary energy
efficiency and smart grid networking technology.

At June 30, 2010, the Company had total assets of $16,173,652; and
current liabilities of $8,293,244, long-term liabilities of
$697,557, and redeemable preferred stock of $811,303; and
stockholders' equity of $6,371,548.

RBSM LLP, in 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 of
the Company's significant operating losses in the current year and
in the past.


TERRESTAR CORP: Elektrobit Initiates Legal Proceedings
------------------------------------------------------
EB's (Elektrobit Corporation) subsidiary Elektrobit Inc. has filed
a lawsuit against its customer TerreStar Corporation in the
Supreme Court of the State of New York seeking payment of its
outstanding receivables in the amount of approximately USD 25.8
million from TerreStar.

The claim is based on a guarantee issued by TerreStar for EB's
receivables from TerreStar's majority-owned subsidiary TerreStar
Networks Inc. that has filed a voluntary petition for
reorganization under Chapter 11 of the United States Bankruptcy
Code, as informed by EB on October 20, 2010.  Further, the claim
is also based TerreStar's direct contractual obligations towards
EB. At the moment, EB's receivables from TerreStar Networks amount
to approximately USD 25.9 million (EUR 19.0 million as per
exchange rate of November 18, 2010).

The lawsuit filed by EB is not expected to affect EB's rights in
the reorganization proceedings initiated by TerreStar Networks.
The court filings relating to such proceedings continue to contain
limited information on how EB's receivables will be treated in the
reorganization, but the plan of reorganization filed by TerreStar
Networks and its affiliated debtors suggests that payment of EB's
receivables may take the form of newly issued common stock and
rights to purchase newly issued preferred stock in the reorganized
debtors.  The plan of reorganization is subject to court and
creditor approval under United States bankruptcy law.

Currently, TerreStar is not part of the reorganization proceedings
initiated by TerreStar Networks.  According to court filings
relating to the reorganization proceedings, it is contemplated by
TerreStar Networks that TerreStar will file their own voluntary
petitions for reorganization under Chapter 11 of the United States
Bankruptcy Code in the near term.  It is EB's understanding that
if TerreStar did file for reorganization, the legal proceedings
brought by EB against TerreStar would be stayed under the United
States bankruptcy law.

Based on information currently available to EB, the above legal
proceedings and TerreStar Networks' reorganization proceedings so
far will not affect EB's earlier assessments on the effects of the
reorganization proceedings and nor do they affect the outlook for
EB's profit and financial position.  EB has disclosed assessments
on the effects of the proceedings and information on the effects
and outlook for EB's profit and financial position on October 25,
2010 and in the January-September 2010 interim report of
October 28, 2010.  It is possible that, based on later information
related to TerreStar Network's reorganization and/or any possible
filings for reorganization by TerreStar, this view may need to be
reconsidered.

                   About Terrestar Corp.

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 certain of 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.

TerreStar had $1.4 billion of assets and $1.64 billion of
liabilities as of June 30, according to its quarterly report filed
with the U.S. Securities and Exchange Commission.

The list of largest secured creditors shows U.S Bank National
Association:

     -- as indenture trustee, is owed $943.96 million on account
        of 15% Senior Secured PIK Notes due 2014; and

     -- as collateral agent, is owed $85.96 million on account of
        a money credit Agreement.

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.


TERRESTAR NETWORKS: Gets Court's Nod for Echostar $75-Mil. Loan
---------------------------------------------------------------
Judge Sean H. Lane of the U.S. Bankruptcy Court for the Southern
District of New York has granted TerreStar Network Inc. and its
debtor affiliates final permission to enter into a $75 million
debtor-in-possession financing agreement with EchoStar
Corporation and certain other secured lenders.

In an order dated November 18, 2010, Judge Lane acknowledged that
the Debtors have an immediate need of the DIP Facility to
preserve their going concern value.  The DIP Loan Proceeds are
expected to fund the Debtors' operations under the bankruptcy
process.

Bank of New York Mellon serves as administrative agent and
collateral agent under the DIP Credit Facility.

Creditors who opposed approval of the EchoStar loan deal were
unsuccessful in convincing the Court of their arguments.  The
Objecting Creditors include the Official Committee of Unsecured
Creditors, an ad hoc committee of noteholders, Harbinger Capital
Partners LLC, Solus Alternative Asset Management LP and Remus
Holdings LLC, Marathon Asset Management LLP, and Sprint Nextel
Corporation.  Among other things, the Objectors insisted that the
EchoStar financing gave EchoStar too much control over the
Debtors.

In response, the Debtors maintained that the EchoStar deal was
the best available deal on the table at the present time.

Upon review, the Court overruled all objections that were not
withdrawn or settled, including a financing counteroffer Marathon
made at the start of the November 16 hearing to match EchoStar's
loan amount commitment.

Judge Lane refused to disregard the EchoStar loan in favor of
Marathon, holding that "there was no commitment" and that "there
was no evidence that it was a superior proposal," David
McLaughlin of Bloomberg News reports.  Arik Preis, Esq., of Akin,
Gump, Strauss, Hauer & Feld LLP, counsel to the Debtors,
specified that Marathon only provided a term sheet without a
commitment, the report notes.

EchoStar is one of the Debtors' largest secured creditor, who
earlier held that it will support a restructuring plan for the
Debtors that would swap more than $944 million of the Debtors'
debt for 97% of new common stock in the reorganized company.
EchoStar also committed to backstop $100,000,000 of a
$125,000,000 preferred-stock rights offering under that
restructuring plan.

All of the DIP Obligations constitute allowed senior
administrative expense claims against the Debtors, the Court
ruled.  Such Superpriority Claims will have priority over any and
all administrative expenses, adequate protection claims and all
other claims against the Debtors.

As security for the DIP Obligations, the DIP Lenders are granted
certain security interests and liens effective as of November 18,
2010, without the necessity of the Debtors' execution of security
agreements, control agreements, pledge agreements, financing
statements, mortgages or other similar documents.

The Court clarified that the Carve-Out, among other things,
refers to fees and expenses up to $100,000 incurred by a trustee
under Section 726(b) of the Bankruptcy Code.

No more than an aggregate of $250,000 of the DIP Loans, the DIP
Collateral, the Prepetition Collateral or the Carve-Out may be
used by the Official Committee of Unsecured Creditors to
investigate the validity, enforceability or priority of the liens
granted to the Prepetition Lenders or investigate any claims and
defenses or other causes of action against the Prepetition
Lenders, Judge Lane further held.

The automatic stay in the Debtors' bankruptcy cases pursuant to
Section 362 of the Bankruptcy Code is lifted to the extent
necessary to allow the Debtors to consummate their DIP Financing
Agreement with EchoStar.

The DIP Loan Facility will mature on the earlier of:

  (i) nine months after the Petition Date;

(ii) the date of the acceleration of the DIP Loan;

(iii) the closing date of a sale pursuant to Section 363 of the
      Bankruptcy Code of all or substantially all of the
      Debtors' assets; or

(iv) the effective date of a plan of reorganization in the
      Borrower's Chapter 11 case.

A full-text copy of the TerreStar Final DIP Order is available
for free at http://bankrupt.com/misc/TSN_FinalDIPOrder.pdf

                        Cash Collateral Use

Judge Lane has also given the Debtors final authority to use the
cash collateral of their prepetition lenders to fund the orderly
continuation of their business operations.

The Debtors are permitted to use the Cash Collateral for working
capital and general corporate purposes in accordance with a 13-
week cash flow projection ended December 2010.

In exchange, the Secured Prepetition Lenders of the Debtors are
entitled to adequate protection of their interests in the
Prepetition Collateral, including the Cash Collateral, in an
amount equal to the aggregate diminution in value of the Lenders'
interests in the Collateral resulting from the sale, lease or use
of the Debtors of any Prepetition Collateral.

As security for the payment of the Debtors' Adequate Protection
Obligations, the Prepetition Lenders are granted valid, perfected
replacement security interests in and liens on the Prepetition
Collateral.

The Adequate Protection Obligations constitute superpriority
claims as provide under Section 507(b) of the Bankruptcy Code,
with priority in payment over any and all administrative
expenses, subject and subordinate only to the Carve-Out and the
Superpriority Claims granted in respect of the DIP Loan
Obligations.

All objections that were not withdrawn or settled were overruled.

                     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: Deloitte Submits First Monitor's Report
-----------------------------------------------------------
Deloitte & Touche, Inc., the information officer in the
proceedings under the Companies' Creditors Arrangement Act
commenced by TerreStar Networks Inc., in its capacity as the
foreign representative of the U.S. Debtors and on its own behalf,
delivered its first information officer report to the Superior
Court of Justice (Commercial List) for the Province of Ontario,
in Canada on November 5, 2010.

The Information Officer notes that the purpose of the First
Report is to provide the Canadian Court with:

  a. information relating to three orders sought in the U.S.
     Debtors' Chapter 11 cases and a corresponding request by
     the Foreign Representative to have those orders recognized
     by the Canadian Court; and

  b. an overview and timeline of the U.S. Debtors' restructuring
     efforts and Chapter 11 plan process.

The Three U.S. Court Orders which the Foreign Representative
seeks recognition for from the Canadian Court are:

  -- the order setting bar dates for filing proofs of claim;

  -- the order authorizing the U.S. Debtors to continue
     administering insurance coverage; and

  -- the order determining adequate assurance of payment for
     future utility services.

A full-text copy of the First Information Officer Report is
available for free at:

        http://bankrupt.com/misc/TrStrCCAAInfoOffcr1.pdf

                     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: Harbinger Has 34.90% Equity Stake
-----------------------------------------------------
Harbinger Capital Partners Master Fund I, Ltd. and certain of its
affiliates filed an amended Form 4 with the U.S. Securities and
Exchange Commission on November 12, 2010, in order to reflect in
the beneficial ownership figures, for the period October 22, 2010
through November 4, 2010, certain positions which the Reporting
Persons have determined they are entitled to obtain based on
conversion of TerreStar's Series E Junior Participating Preferred
Notes and Series B Preferred Stock.  The Form 4 Amendment also
reflects changes in beneficial ownership due to sales of the
Shares on November 5, 2010.

A copy of the Harbinger Form 4/A filing dated November 12 is
available at the SEC at http://ResearchArchives.com/t/s?6ec4

The Harbinger Entities also filed with the SEC on November 12
Amendment No. 23 to their Schedule 13D to report that they are
deemed to beneficially own these shares of TerreStar common stock
as of November 11:

                            Shares of        Percentage of
                         TerreStar Stock       TerreStar
                          Beneficially        Outstanding
Entity                        Owned             Shares
------                  -----------------    -------------
Harbinger Capital           44,234,208           25.70%
Partners Master Fund
I, Ltd.

Harbinger Capital           44,234,208           25.70%
Partners LLC

Harbinger Capital           13,550,405            9.10%
Partners Special
Situation Fund, L.P.

Harbinger Capital           13,550,405            9.10%
Partners Special
Situations GP, LLC

Credit Distressed            8,139,825            5.50%
Blue Line Master Fund,
Ltd.

Harbinger Capital            8,139,825            5.50%
Partners II LP

Harbinger Capital            8,139,825            5.50%
Partners II LP GP LLC

Harbinger Holdings LLC      57,784,613           31.90%

Philip Falcone              65,924,438           34.90%

Each Harbinger Entity's percentage of outstanding shares is based
on TerreStar's 139,466,034 shares outstanding as of August 2,
2010, adjusted for shares that the specific Harbinger Entity is
entitled to obtain upon exercise of derivative securities owned
by that Harbinger Entity.
%

                     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: 0887729 B.C., Affiliates File Schedules
-----------------------------------------------------------

                         0887729 B.C. Ltd.
                Schedules of Assets and Liabilities

A.   Real Property
      Village of Dafoe, Canada                       Unknown

B.   Personal Property
B.2  Bank Accounts
      HSBC Bank Canada                                  $331
      SunTrust Bank                                        -
B.9  Insurance Policies                               Unknown
B.23 Licenses, franchises & other intangibles
      Radio License                                  Unknown
B.29 Equipment and Supplies for Business
      151090 Satellite Gateway                    72,897,331
      151100 Calibration Earth Station             3,556,619
      151030 Lab Equipment                            26,415


     TOTAL SCHEDULED ASSETS                      $76,480,698
     =======================================================

C.   Property Claimed                                    None

D.   Creditors Holding Secured Claims                    None

E.   Creditors Holding Unsecured Priority Claims      Unknown

F.   Creditors Holding Unsecured Non-priority Claims
      TerreStar Corporation                             $945

     TOTAL SCHEDULED LIABILITIES                        $945
     =======================================================

                  Statement of Financial Affairs

0887729 B.C. Ltd. disclosed that it incurred a $686,884 loss from
the operation of business during the two years before the
Petition Date.  The Company also incurred expenses in the amount
of $210 in 2010, and $64 in 2009.

TerreStar Networks (Canada) Inc., on behalf of itself and its
debtor affiliates, including 0887729 B.C., made these payments
for consultation concerning debt consolidation, relief under the
bankruptcy law or preparation of the Debtors' petition in
bankruptcy within a year immediately before the Petition Date:

  Firm                                      Date      Amount
  ----                                    --------   --------
  Stikeman Elliott LLP                     Various   $540,557
  Akin, Gump, Strauss, Hauer & Feld LLP   08/02/10     75,082
  Deloitte & Touche LLP                   10/02/10     72,886
  Bennet Jones                            10/05/10     43,978

Vincent Loiacono, chief financial officer of TerreStar Networks
Inc., reveals that 0887729 B.C.'s current partners, officers,
directors and shareholders are:

                                                     % of
Name/Entity              Nature of Interest      Interest
-----------              ------------------      --------
Alexandra M. Field       Director                   --
Douglas Brandon          Secretary                  --
Jeffrey Epstein          Director & CEO             --
TerreStar Networks Inc.  Stockholder               100%
Vincent Loiacono         CFO                        --

                        Other Affiliates

TerreStar National Services Inc. disclosed $15,002 in a bank
account with SunTrust Bank.  It recorded debt for U.S. Bank NA,
Guaranty Sr. Secured Notes aggregating  $944,354,969.  Creditors
holding unsecured non-priority claims are:

      Deutsche Bank National Trust                178,715,631
      TerreStar Corporation                            11,022
      TerreStar Networks Inc.                         804,867

TerreStar Networks Holdings (Canada) Inc. and TerreStar License
Inc. each disclosed no real property and undetermined amount of
assets on account of insurance policies and stock and interests.
Liabilities aggregate $944,354,969 on account of a guarantee for
senior notes.  TerreStar License said it also owes Deutsche Bank
National Trust 178,715,631 in unsecured non-priority claims.

Terrestar New York disclosed that it has $5,000 in its bank
account with SunTrust Bank plus additional assets on account of
insurance policies.  Its debt aggregate $5,000.

Motient Ventures Holding Inc. said its assets solely on account of
stock and interests in TerreStar Network Inc. and TerreStar Global
Ltd., the value of those are  undetermined.  It said that it owes
nonpriority claims aggregating $32,936,320 to TerreStar Holdings
Inc.

Motient Communications Inc. said it had $74 in assets and $444,210
in debts owed to Van Vlissingen and Co., on account of leases.

TerreStar National Services Inc. informed the Court that it
incurred these losses from operation of its business:

  Period              Source                       Amount
  ------              ------                  --------------
  YTD 09/30/10        Loss from Operation       ($565,836)
  FYE 12/31/09        Loss from Operation       ($412,470)
  FYE 12/31/08        Loss from Operation       ($650,705)

In their statements of financial affairs, TerreStar Networks
Holdings (Canada) Inc., Motient Communications, Motient Ventures
Holding Inc., TerreStar License Inc. and Terrestar New York
informed the Court that they made these payments for consultation
concerning debt consolidation, relief under the bankruptcy law or
preparation of the Debtors' petition in bankruptcy within a year
immediately before the Petition Date:

  Firm                                      Date      Amount
  ----                                    --------   --------
  Stikeman Elliott LLP                     Various   $540,557
  Akin, Gump, Strauss, Hauer & Feld LLP   08/02/10     75,082
  Deloitte & Touche LLP                   10/02/10     72,886
  Bennet Jones                            10/05/10     43,978

Four remainin g debtor-affiliates of TerreStar Networks Inc.
reported zero assets and liabilities.  They are:

  (a) Motient Holdings Inc.,
  (b) Motient License Inc.,
  (c) Motient Services Inc., and
  (d) MVH Holdings Inc.
%

                     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: Court Sets December 11 Claims Bar Date
----------------------------------------------------------
The bankruptcy court granted TerreStar Networks Inc.'s request for
the establishment of certain claims bar dates.  The Court
specified that:

  (a) December 11, 2010 is the deadline by which all entities,
      other than governmental units, that hold or wish to assert
      a claim against any of the Debtors that arose before the
      October 19, 2010 Petition Date, including a Claim pursuant
      to Section 503(b)(9) of the Bankruptcy Code, must file a
      proof of that claim;

  (b) April 18, 2011 is the date by which all governmental
      units holding claims that arose before the Petition Date
      must file proofs of claim, including Claims for unpaid
      taxes, whether the claims arose from prepetition tax
      periods or prepetition transactions to which any of the
      Debtors were a party;

  (c) The later of (i) the General Claims Bar Date, or (ii) 21
      Days from the date on which the Debtors provide notice of
      an amendment to their Schedules of Assets and Liabilities,
      is the deadline by which claimants holding claims affected
      by the amendment must file Proofs of Claim; and

  (d) The later of (i) the General Claims Bar Date, or (ii) 21
      days from the date of entry of an order authorizing the
      Debtors to reject a contract or lease pursuant to Section
      365 of the Bankruptcy Code, is the deadline by which a
      counterparty to a rejected contract or lease must file a
      Proof of Claim for rejection damages.

                     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)


TGC MANAGEMENT: Case Summary & 9 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: TGC Management LLC
        87 Lafayette Drive
        Port Chester, NY 10573

Bankruptcy Case No.: 10-24388

Chapter 11 Petition Date: November 17, 2010

Court: U.S. Bankruptcy Court
       Southern District of New York (White Plains)

Judge: Robert D. Drain

Debtor's Counsel: Anne J. Penachio, Esq.
                  PENACHIO MALARA LLP
                  235 Main Street, Sixth Floor
                  White Plains, NY 10601
                  Tel: (914) 946-2889
                  Fax: (914) 946-2882
                  E-mail: apenachio@pmlawllp.com
                          penachio.anne@gmail.com

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

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

A list of the Company's nine largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nysb10-24388.pdf

The petition was signed by Frank A. Sileo, president.


THOMAS MARTIN: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Thomas E. Martin
          aka Tom Martin
        4547 Carmen Drive
        El Dorado Hills, CA 95762

Bankruptcy Case No.: 10-50343

Chapter 11 Petition Date: November 17, 2010

Court: U.S. Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Christopher M. Klein

Debtor's Counsel: Aristides G. Tzikas, Esq.
                  3638 American River Drive
                  Sacramento, CA 95864
                  Tel: (916) 978-3434

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

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

A list of the Debtor's 11 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/caeb10-50343.pdf


THOMAS MAY: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Thomas John May
          aka Tom May
        322 S. Plant Avenue
        Tampa, FL 33606

Bankruptcy Case No.: 10-27691

Chapter 11 Petition Date: November 17, 2010

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

Judge: Michael G. Williamson

Debtor's Counsel: Buddy D. Ford, Esq.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543
                  E-mail: Buddy@tampaesq.com

Scheduled Assets: $1,335,585

Scheduled Debts: $1,757,727

A list of the Debtor's 18 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flmb10-27691.pdf


TRANS ENERGY: Earns $23 Million for September 30 Quarter
--------------------------------------------------------
Trans Energy Inc. filed its quarterly report on Form 10-Q,
reporting net income of $23.57 million on $2.03 of revenues for
the three months ended Sept. 30, 2010, compared with a net loss of
$1.27 million on $1.11 million of revenues for the same period a
year ago.

The Company's balance sheet at Sept. 30, 2010, showed
$40.04 million in total assets, $19.65 million in total
liabilities, and a stockholders' deficit of $20.39 million.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6ee7

West Virginia-based Trans Energy, Inc. --
http://www.transenergyinc.com/-- is an independent exploration
and production company focused on exploring, developing and
producing oil and natural gas in the Appalachian Basin.  The
common shares of the Company are listed for trading on the Over
The Counter Bulletin Board under the symbol "TENG".

At June 30, 2010, Trans Energy had total assets of $33.069
million, total liabilities of $36.567 million, and stockholders'
deficit of $3.498 million.

According to the Troubled Company Reporter on Nov. 9, 2010, Trans
Energy, Inc., and CIT Capital USA Inc. entered into a forbearance
letter agreement on October 29, 2010, whereby CIT agreed to
forebear from exercising its rights and remedies against the
Company and its property until December 31, 2010.  The forbearance
relates to a senior secured revolving credit facility.  The
October Forbearance Letter extends the terms and provisions of the
parties' earlier forbearance agreement entered into on July 9,
2010, that extended the forbearance period to October 29, 2010.


TRANSWEST RESORT: Enters Bankruptcy Protection
----------------------------------------------
Transwest Resort Properties, Inc., and its affiliates filed
Chapter 11 petitions in Tucson, Arizona (Bankr. D. Ariz. Lead Case
No. 10-37134).

Transwest is the owner of the Westin La Paloma Resort & Country
Club in Tucson, Arizona, and the Westin Hilton Head Island Resort
& Spa on Hilton Head Island, South Carolina.   Both hotels are
managed by Starwood Hotels & Resorts Worldwide Inc.  Affiliates of
the bankrupt companies own six other hotels in Arizona and Mexico.

Transwest filed for bankruptcy protection to stop the servicer of
its mortgage loan from moving forward with a foreclosure and
receivership process, Dow Jones' Small Cap reports.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Company sought bankruptcy protection when workout
discussions failed and the lender began to pursue foreclosure.

Mr. Rochelle relates that the hotel properties were acquired
in late 2007 in a $207 million transaction, where Transwest
Partners invested $30 million cash.  Additional funds came from a
$209 million mortgage that was later sold into two commercial
mortgage-backed securities trusts.  In addition, there is a
$21.5 million mezzanine loan and a $10 million junior mezzanine
loan.

According to Dow Jones', the Company said in court papers that its
financial woes began about two years ago when the financial
markets crashed and a scandal erupted over AIG executives taking
an expensive retreat one week after receiving a government
bailout.  Those two factors, the company said, yielded "massive
cancellations of corporate business" and "drastic losses of
business in general" at its resorts, the report relates.

As a result, the company wasn't able to meet debt obligations
under a $209 million mortgage loan or a $21.5 million mezzanine
loan that was used to help purchase the hotels, the report adds.

Josh McCann at The Island Packet reports that the Company said
said it will continue to operate while its seeks to pay off a $209
million loan it took out to finance improvements at the two
hotels, Westin La Paloma Resort and Country Club in Tucson.

The Island Packet relates that financial analysts had warned that
the Company was in danger of defaulting on the loan in 2008.


TRANSWEST RESORT: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------------
Debtor: Transwest Resort Properties, Inc.
        2850 E. Skyline Drive
        Tucson, AZ 85718

Bankruptcy Case No.: 10-37134

Chapter 11 Petition Date: November 17, 2010

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

Judge: James M. Marlar

Debtor's Counsel: Kasey C. Nye, Esq.
                  QUARLES & BRADY LLP
                  One S. Church Avenue, #1700
                  Tucson, AZ 85701
                  Tel: (520) 770-8717
                  Fax: (520) 770-2203
                  E-mail: kasey.nye@quarles.com

Estimated Assets: $0 to $50,000

Estimated Debts: $10,000,001 to $50,000,000

The petition was signed by Randal G. Dix, vice president.

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                           Case No.    Petition Date
        ------                           --------    -------------
Transwest Hilton Head Property, L.L.C.   10-37170       11/17/10
  Estimated Assets: $10,000,001 to $50,000,000
  Estimated Debts: $100,000,001 to $500,000,000
Transwest Tucson Property, L.L.C.        10-37160       11/17/10
  Estimated Assets: $50,000,001 to $100,000,000
  Estimated Debts: $100,000,001 to $500,000,000
Transwest Tucson II, L.L.C.              10-37151       11/17/10
Transwest Hilton Head II, L.L.C.         10-37145       11/17/10

Transwest Resort Properties' list of unsecured creditors filed
together with its petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
SCG Hotel DLP, LP                  Bank Loan           $10,000,000
91 W. Putnam Avenue
Greenwich, CT 06830

Transwest Hilton's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Wells Fargo Bank, NA      Bank loan              $105,000,000
trustee for J.P. Morgan
Chase Commercial Mortgage
Securities Trust 2007-C1
c/o LNR Partners, LLC
1601 Washington
Ave., Ste 700
Miami Beach, FL 33139

Bank of America, NA as    Bank loan              $104,000,000
trustee for J.P. Morgan
Chase Commercial
Securities Trust 2008-C2
c/o LNR Partners, LLC
1601 Washington
Ave., Ste 700
Miami Beach, FL 33139

Marc's New West Design    Trade debt             $63,373
Interiors
2870 E. Skyline Drive,
Ste 150
Tucson, AZ 85718

US Foodservice, Inc.      Trade debt             $43,626

PSAV Presentation         Trade debt             $20,975
Services

Suburban Propane          Trade debt             $16,395

KONI Corporation          Trade debt             $13,401

DBS Company               Trade debt             $7,287

Waste Management, Inc.    Trade debt             $5,348

Superior Cleaners         Trade debt             $4,327

Accurate Lithograph       Trade debt             $3,189

Officemax Contract, Inc.  Trade debt             $2,963

Westin Buckhead Atlanta   Trade debt             $2,451

Right Staffing Solutions  Trade debt             $2,404

W W Granger               Trade debt             $1,871

Cenveo Corp.              Trade debt             $1,832

Pepsi Bottling Group      Trade debt             $1,816

HD Supply Facilities      Trade debt             $1,799
Maintenance

Kelly Tours               Trade debt             $1,259

NLAWS Produce             Trade debt             $1,013


Transwest Tucson's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Wells Fargo Bank, NA      Bank loan              $105,000,000
trustee for J.P. Morgan
Chase Commercial Mortgage
Securities Trust 2007-C1
c/o LNR Partners, LLC
1601 Washington
Ave., Ste 700
Miami Beach, FL 33139

Bank of America, NA as    Bank loan              $104,000,000
trustee for J.P. Morgan
Chase Commercial
Securities Trust 2008-C2
c/o LNR Partners, LLC
1601 Washington
Ave., Ste 700
Miami Beach, FL 33139

US Foodservice Inc.       Trade debt             $131,476
2838 Collections
Center Drive
Chicago, IL 60693-0028

PSAV Presentation         Trade debt             $118,079
Services

Elizabeth Arden Salon,    Trade debt             $43,014
Inc.

K&M Food Service, Inc.    Trade debt             $36,621

City Sea Food - AZ        Trade debt             $29,973

Edward Don & Company      Trade debt             $20,693

Freshpoint Arizona        Trade debt             $17,900

City of Tucson Water &    Trade debt/public      $16,350
Sewer                     utility

Service Solutions Group   Trade debt             $16,098

AZ Hors D'oeuvres         Trade debt             $14,512

Sierra Southwest Coop     Trade debt             $14,258
Services, Inc.

Agricredit Acceptanc,     Trade debt             $13,095
LLC

Troon Golf, LLC           Trade debt             $11,083

Simpson Norton            Trade debt             $9,538
Corporation

Waste Management Inc.     Trade debt             $9,330

Avalon Gourmet, LLC       Trade debt             $9,210

American Hotel Register   Trade debt             $9,052

Prime Event Group, Inc.   Trade debt             $9,037


TRIAD GUARANTY: Earns $54 Million in September 30 Quarter
---------------------------------------------------------
Triad Guaranty Inc. ("TGI") filed its quarterly report on Form 10-
Q, reporting net income of $54 million on $68.6 million of total
revenue for the three months ended September 30, 2010, compared
with a net loss of $101.9 million on $51.3 million of total
revenue for the same period last year.

Net income for the 2010 third quarter reflected a non-recurring
gain from the Company's debt repurchase reported as an
extraordinary item and a large amount of realized investment gains
along with continuing positive default experience during the
quarter.

           May Seek Relief Under U.S. Bankruptcy Laws

"Failure to comply with the provisions of the Corrective Orders
could result in the imposition of fines or penalties or subject
Triad to further legal proceedings, including receivership
proceedings for the conservation, rehabilitation or liquidation of
Triad.  Any actions like this may lead TGI to institute a
proceeding seeking relief from creditors under U.S. bankruptcy
laws.  The Company's ability to successfully comply with the
Corrective Orders and maintain statutory solvency is unknown at
this time and is dependent upon many factors, including improved
macroeconomic conditions in the United States."

                          Balance Sheet

The Company's balance sheet at September 30, 2010, showed
$1.056 billion in total assets, $1.651 billion in total
liabilities, and a deficit in assets of $595.4 million.

As reported in the Troubled Company Reporter on March 22, 2010,
Ernst & Young LLP, in Atlanta, Ga., 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 is operating the business in run-off under
Corrective Orders with the Illinois Department of Insurance and
has reported a net loss for the year ended December 31, 2009, and
has a stockholders' deficiency in assets at December 31, 2009.

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

               http://researcharchives.com/t/s?6f1b

                       About Triad Guaranty

Winston-Salem, N.C.-based Triad Guaranty Inc. (OTC BB: TGIC)
-- http://www.triadguaranty.com/-- is a holding company which,
through its wholly-owned subsidiary, Triad Guaranty Insurance
Corporation, historically has provided mortgage insurance coverage
in the United States.  TGIC is pursuing a run-off of its existing
in-force book of business.


TRIBUNE CO: Bank Debt Trades at 36% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 63.58 cents-on-the-
dollar during the week ended Friday, November 19, 2010, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 1.47 percentage points
from the previous week, The Journal relates.  The Company pays 300
basis points above LIBOR to borrow under the facility, which
matures on May 17, 2014.  Moody's has withdrawn its rating while
Standard & Poor's does not rate the bank debt.  The loan is one of
the biggest gainers and losers among 186 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRICO MARINE: Wants to Sell Towing and Supply Operating Assets
--------------------------------------------------------------
Trico Marine Services, Inc., ask the U.S. Bankruptcy Court for the
District of Delaware for authorization to sell their operating
assets in an auction.

In pursuit of the Debtors' goal to exit the Towing and Supply
segment of their business, the Debtors submit that the sales of
the assets will further the strategic objectives for the Debtors
to
wind down their operations.

The assets to be sold will include any remaining operating assets
for which the estates are required to expend cash to operate,
including, but not limited to, the following vessels and any
vessel related inventory:

   1. Spirit River vessel;
   2. Hondo River vessel;
   3. Palma River vessel;
   4. Buffalo River vessel;
   5. James River vessel;
   6. Leigh River vessel;
   7. Manatee River vessel;
   8. Pearl River vessel; and
   9. Truckee River vessel.

The Debtors also ask that these sale related schedule be approved:

   Final Offer Deadline:        January 17, 2011 at 12:00 p.m.
                                (prevailing Central Time)

   Auction:                     January 24 at 10:00 a.m.

   Sale Hearing:                January 31, or as soon thereafter
                                as is practical given the Court's
                                schedule

The Debtors seek authority to pay from the sales proceeds any
appropriate closing costs in connection with the transaction where
necessary, including any broker fees and any fees related to Class
and Flag documentation and transfer matters for any vessels to be
sold without the need for further Court order.  All remaining Sale
proceeds will be used and dispersed pursuant to a confirmed plan,
applicable order(s) regarding DIP financing, cash collateral and
adequate protection, or any other applicable order.

The Debtors propose a hearing on November 29, 2010, at 1:30 p.m.
(ET), to consider their request to sell their assets.  Objections,
if any, are due November 23 at noon.

                        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.


TRICO MARINE: Norway's DOF ASA Looking at Part of Business
----------------------------------------------------------
Norway's DOF ASA may be a bidder for the DeepOcean business of
Trico Marine Services Inc., a provider of support vessels for the
offshore oil and natural-gas industry, according to a report from
Dagens Naeringsliv, which cited Chief Executive Officer Mons Aase,
relates Bill Rochelle, the bankruptcy columnist for Bloomberg
News.

                        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.


UNIVERSAL HEALTH: PSI Deal Cues Moody's Rating Cut to 'Ba2'
-----------------------------------------------------------
Moody's Investors Service took the previously communicated rating
actions with regard to the closing of Universal Health Services,
Inc.'s acquisition of Psychiatric Solutions, Inc.  These rating
actions include the downgrade of UHS' senior notes due 2011 and
2016, to Ba2 (LGD3, 45%) from Baa3, reflecting the fact that the
notes are now secured and rank pari passu with the new credit
facilities.  The downgrade of UHS' senior notes concludes the
review for possible downgrade initiated by Moody's on May 17,
2010.  The outlook for the ratings is stable.

Ratings downgraded:

Universal Health Services, Inc.:

* Senior notes due 2011, to Ba2 (LGD3, 45%) from Baa3

* Senior notes due 2016, to Ba2 (LGD3, 45%) from Baa3

Ratings to be withdrawn upon redemption (expected on December 15,
2010):

Psychiatric Solutions, Inc:

* Senior secured revolving credit facility, Ba2 (LGD2, 25%)
* Senior secured term loan due 2012, Ba2 (LGD2, 25%)
* Senior subordinated notes due 2015, B3 (LGD5, 81%)
* Corporate Family Rating, B1
* Probability of Default Rating, B1
* Speculative Grade Liquidity Rating, SGL-3

Ratings unchanged:

Universal Health Services, Inc.:

* $800 million senior secured revolving credit facility Ba2 (LGD3,
  45%)

* $1,050 million senior secured term loan A, Ba2 (LGD3, 45%)

* $1,600 million senior secured term loan B, Ba2 (LGD3, 45%)

* $250 million unsecured notes due 2018, B1 (LGD6, 95%)

* Corporate Family Rating, Ba2

* Probability of Default Rating, Ba2

                        Ratings Rationale

UHS' Ba2 Corporate Family Rating reflects the considerable
leverage incurred to complete the approximately $3.1 billion
acquisition of PSI.  The rating also reflects the additional
benefits in scale and diversification the acquisition provides to
UHS' existing business mix.  However, the ratings reflect the
risks associated with such a large acquisition, the ongoing
quality issues at certain PSI facilities and the challenges UHS
continues to face in its acute care operations related to weak
volume growth and increasing exposure to uncompensated care costs.

The stable rating outlook reflects Moody's expectation that the
company can effectively integrate the operations of the PSI
facilities without significant disruption and realize synergies
associated with the elimination of redundant functions.
Additionally, the outlook reflects Moody's expectation that the
company will remain disciplined with respect to additional
acquisitions, dividends and share repurchase activity and focus on
reducing the debt incurred to complete the PSI acquisition and
improving credit metrics.

Prior to a rating upgrade UHS would have to meaningfully lower
financial leverage and improve credit metrics through both EBITDA
expansion and debt repayment.  More specifically, if UHS were
expected to lower leverage to 3.0 times or attain sustainable free
cash flow to debt of approximately 9%, Moody's would consider
positive pressure on the ratings.

Conversely, the rating could be downgraded if the company does not
see expected improvement in the credit metrics either because of;
integration issues, an inability to recognize anticipated
synergies, or adverse developments at any of the existing UHS or
acquired PSI facilities currently under scrutiny.  Additionally,
Moody's would consider a continuation of aggressive acquisition,
dividend or share repurchase activity that delays a reduction in
debt balances or results in an increase in leverage as negative
developments in regard to the current rating level.

Moody's last rating action on UHS was on September 14, 2010, when
Moody's assigned a B1 (LGD6, 95%) rating to UHS' senior unsecured
notes due 2018.

UHS, headquartered in King of Prussia, Pennsylvania, owns and
operates acute care hospitals, behavioral health centers, surgical
hospitals and ambulatory surgery and radiation oncology centers.
Services provided at the company's facilities include general and
specialty surgery, internal medicine, obstetrics, emergency room
care, radiology, oncology, diagnostic care, coronary care,
pediatric services, pharmacy services and behavioral health
services.  UHS recognized approximately $5.3 billion of revenue
for the twelve months ended September 30, 2010.  Pro forma for
the acquisition of PSI, revenue for the twelve months ended
September 30, 2010, would have approximated $7.2 billion.


VALEANT PHARMACEUTICALS: Moody's Puts B1 Rating on $700 Mil. Notes
------------------------------------------------------------------
Moody's Investors Service assigned a rating of B1 to the new
$700 million senior unsecured note issuance of Valeant
Pharmaceuticals International, a subsidiary of Valeant
Pharmaceuticals International, Inc.  Moody's affirmed Valeant's
Ba3 Corporate Family Rating, Ba3 Probability of Default Rating
and SGL-1 Speculative Grade Liquidity Rating.  The outlook
remains positive.

Proceeds of the offering are expected to be used to repay
$500 million of Term Loan B borrowings, and for general corporate
purposes.  The declining term loan balance and application of
Moody's Loss Given Default Methodology results in an upgrade of
the remaining term loans and revolving credit facility to Baa3
from Ba1.

Ratings assigned to Valeant Pharmaceuticals International:

  -- B1 (LDG4, 60%) senior unsecured notes

Ratings of Valeant Pharmaceuticals International affirmed (with
LGD point estimate revisions):

  -- Ba3 Corporate Family Rating

  -- Ba3 Probability of Default Rating

  -- SGL-1 Speculative Grade Liquidity Rating

  -- B1 (LGD4, 60%) senior unsecured notes due 2017 (from LGD5,
     70%)

  -- B1 (LGD4, 60%) senior unsecured notes due 2020 (from LGD5,
     70%)

Ratings of Valeant Pharmaceuticals International upgraded:

  -- Senior secured Term Loan A of $1 billion to Baa3 (LGD2, 11%)
     from Ba1 (LGD2, 21%)

  -- Senior secured Term Loan B of $500 million to Baa3 (LGD2,
     11%) from Ba1 (LGD2, 21%)

  -- Senior secured Delayed Draw Term Loan of $125 million to Baa3
     (LGD2, 11%) from Ba1 (LGD2, 21%)

  -- Senior secured revolving credit facility of $125 million to
     Baa3 (LGD2, 11%) from Ba1 (LGD2, 21%)

Upon Valeant's repayment of Term Loan B and cancellation of the
delayed draw facility, Moody's will withdraw the ratings on these
instruments.

                        Ratings Rationale

Valeant's Ba3 Corporate Family Rating continues to reflect the
benefits of the recent merger of Biovail Corporation and Valeant
including solid size and scale, good product and geographic
diversity, and lack of major patent cliffs relative to other
specialty pharmaceutical companies.  The ratings are somewhat
constrained by integration risks associated with the merger, mixed
product utilization trends, and the likelihood of future
acquisitions.  In addition, leverage is moderately high, and rises
somewhat considering the impact of the new bond offering.  Moody's
estimates pro forma leverage of 4.1x (pre-synergies), compared to
Moody's previous estimate of 3.9x prior to the new bond offering.
As synergies emerge over the near term, Moody's anticipates
improvement in the company's leverage profile.  Incorporating
approximately one-half of management's $300 million synergy
target, pro forma leverage improves to 3.5x.

The positive rating outlook considers the possibility of a rating
upgrade based on potential improvement in credit metrics.  The
ratings could be upgraded if the new Valeant successfully executes
on its plan to deliver sustainable double-digit top and bottom-
line growth following the merger, while making significant
progress in realizing post-merger cost synergies.  Positive rating
pressure could also be bolstered from an FDA approval and
successful uptake of the pending epilepsy treatment ezogabine.
However, Moody's will consider management's tolerance for
additional increases in leverage before considering an upgrade.
Downward rating pressure could result from a sustained decline in
CFO/Debt below 20% or an increase in Debt/EBITDA above materially
above 4.0x.  Such a scenario appears unlikely in the ordinary
course of business but could result from a significant debt-
financed acquisition.

Headquartered in Mississauga, Ontario, Valeant Pharmaceuticals
International, Inc. [NYSE: VRX] is a global specialty
pharmaceutical company formed from the merger of Biovail
Corporation and Valeant Pharmaceuticals International.  Revenues
for the first three quarters of 2010 were $667 million, consisting
solely of legacy Biovail revenues.


VALEANT PHARMACEUTICALS: S&P Assigns 'BB-' Rating to Senior Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
'BB-' issue-level and '3' recovery rating to Aliso Viejo, Calif.-
based Valeant Pharmaceuticals International's $700 million of
senior unsecured notes with maturities between 2018 and 2021.
At the same time, S&P raised the recovery rating on Valeant's
existing $500 million senior unsecured notes due Oct. 1, 2017,
and $700 million senior unsecured notes due Oct. 1, 2020, to '3',
from '4'.  The '3' recovery rating reflects meaningful (50%-70%)
recovery in the event of payment default.  Proceeds from the
proposed $800 million senior unsecured note issuance will be used
to repay the company's existing $500 million term loan B due
Sept. 27, 2016, and to put cash on the balance sheet for general
corporate purposes.

S&P's 'BB-' corporate credit rating on Valeant is unchanged.
S&P's ratings on Valeant reflect its continued reliance on
acquisitions for growth, a weak internal research and development
program, and an aggressive financial risk profile.  These factors
outweigh the benefits of a broader product portfolio attained from
the recently closed merger with Biovail.

                          Ratings List

              Valeant Pharmaceuticals International

          Corporate credit rating         BB-/Stable/--

                         Rating Assigned

               $700 mil. sr. unsec. notes      BB-
               Recovery rating                 3

                         Rating Affirmed

            Senior unsecured notes          prelim BB-

                          Rating Raised

                                      To              From
                                      --              ----
      Recovery rating                 3               4


VERTIS HOLDINGS: Files Equity & Backstop Commitment Agreements
--------------------------------------------------------------
Vertis Holdings, Inc., et al., have asked the U.S. Bankruptcy
Court for the Southern District of New York to approve their
equity commitment agreement and backstop commitment agreement.  A
copy of the agreements is available for free at:

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

Prior to filing for Chapter 11 protection, the Debtors extensively
negotiated various agreements in support of their proposed
reorganization efforts.

Certain holders of Notes, including Troob CapitalManagement LLC,
Alden Global Capital, and Avenue Investments, L.P. -- which
collectively hold approximately $394.7 million (79.7%) in
aggregate principal amount of the outstanding Second Lien Notes
and $175.3 million (67.9%) aggregate principal amount of the
outstanding Senior PIK Notes -- each executed an agreement whereby
the Principal Backstop Investors and the other noteholder
signatories thereto agreed to validly tender all their Notes in
the Exchange Offers and vote to accept the reorganization plan.

Pursuant to the Private Placement, holders of Second Lien Note
Claims that are also accredited investors that vote to accept the
Plan and tender their Second Lien Notes in the Exchange Offers are
being provided the opportunity to purchase up to an aggregate of
10,000,000 shares ($100.0 million) of New Common Stock, subject to
reduction in accordance with the Private Placement Reduction.
Each Eligible Holder is being permitted to purchase up to 20.245
shares of New Common Stock per $1,000 of its Series A Second Lien
Notes, 20.245 shares of New Common Stock per $1,000 of its Series
B Second Lien Notes and 19.233 shares of New Common Stock per
$1,000 of its Series C Second Lien Notes (in the aggregate amount
of $23.3 million), in each case at a subscription price per share
of $10.00, and in each case subject to the Private Placement
Reduction.

In connection with the Private Placement, the Principal Backstop
Investors, and certain other holders of Notes, entered into that
certain Equity Commitment Agreement, dated as of November 1, 2010.
Pursuant to the Equity Commitment Agreement, the Backstop
Investors agreed to purchase all shares of New Common Stock
offered to, but not purchased by, other Eligible Holders.  As a
result, Vertis expects to receive the full amount of the
Private Placement proceeds.

The Debtors need the Backstop Investors and the Backstop
Commitment to ensure that the Private Placement is subscribed in
full.  Any uncertainty as to the Debtors' ability to raise the
full amount of the Private Placement could jeopardize the Debtors'
efforts to reorganize their capital structure and financial
affairs.

The Equity Commitment Agreement provides that the Backstop
Investors will receive, and the Debtors ask the Court to approve:
(i) a fee of 1,800,000 shares of New Common Stock, which equals
10% of the outstanding Shares after giving effect to the issuance
and sale of all Shares contemplated by Plan, payable four business
days following the satisfaction or waiver of all of the conditions
to closing set forth in the Equity Commitment Agreement; or
(ii) payment of $6.1 million in cash, which equals 1.25% of the
sum of the Backstop Commitments plus the outstanding principal
amount of Second Lien Notes collectively held by the Backstop
Investors, and which will only be paid (a) in the event the Equity
Commitment Agreement is terminated pursuant to its terms by one of
the Backstop Investors by virtue of the Debtors' filing of a
pleading or document with this Court providing for or
contemplating an Alternative Transaction or (b) to the extent
payable, in the event the Debtors pursue an alternative
transaction.

The Debtors have agreed to pay the fees and expenses of (i)
counsel for Avenue and the ad hoc group of holders of Second Lien
Notes in full; and (ii) separate counsel for each Backstop
Investor up to $10,000 individually and $60,000 in the aggregate.

Vertis entered into a commitment letter under which Morgan Stanley
Senior Funding Inc. committed to provide a $425 million senior
secured term loan to the Debtors.  Prior to the Petition Date, the
Debtors and Avenue entered into that certain commitment agreement
in connection with the New Term Loan.  Avenue agreed to support
the syndication of the New Term Loan by foregoing up to $80
million of cash distributions to which it would otherwise have
been entitled on account of its Prepetition Term Loan Facility
claims and accept an "in-kind" distribution of new obligations
under the New Term Loan.

The obligations of Avenue under the Backstop Commitment
Agreement are conditioned upon: (i) the commitment amounts
and terms and conditions of the New Term Loan and new revolving
credit facility will be consistent with those set out in the
commitment letter entered into in connection with the New Term
Loan or otherwise deemed satisfactory by Avenue in its sole
discretion; (ii) "successful syndication" will have occurred;
(iii) authorization by the Court of the Backstop Commitment
Agreement and the transactions contemplated thereby; and (iv) the
effective date of the Plan occurring on or before 120 calendar
days from the Petition Date.

The Debtors have agreed they will pay Avenue's prior and future
fees and expenses related to all aspects of the Debtors'
restructuring efforts.  The Debtors said that the existence of the
Avenue Backstop was critical to the Debtors' ability to obtain a
commitment for the New Term Loan, without which the Debtors would
have insufficient capital post-consummation.

                      About Vertis Holdings

Baltimore, Maryland-based Vertis Holdings, Inc., filed for Chapter
11 bankruptcy protection on November 17, 2010 (Bankr. S.D.N.Y.
Case No. 10-16170).  Mark McDermott, Esq., at Skadden Arps Slate
Meagher & Flom, LLP, assists the Debtor in its restructuring
effort.  Kurtzman Carson Consultants LLC is the Debtors' claims
and notice agent.  The Debtor estimated its assets and debts at
more than $1 billion.

On November 17, 2010, affiliates American Color Graphics, Inc.
(Bankr. S.D.N.Y. Case No. 10-16169), Vertis Holdings, Inc. (Bankr.
S.D.N.Y. Case No. 10-16170), Vertis, Inc. (Bankr. S.D.N.Y. Case
No. 10-16171), ACG Holdings, Inc. (Bankr. S.D.N.Y. Case No. 10-
16172), Webcraft, LLC (Bankr. S.D.N.Y. Case No. 10-16173), and
Webcraft Chemicals, LLC (Bankr. S.D.N.Y. Case No. 10-16174) filed
separate Chapter 11 petitions.


VERTIS HOLDINGS: Wants DIP Financing & Cash Collateral Use
----------------------------------------------------------
Vertis Holdings, Inc., et al., seek authority from the U.S.
Bankruptcy Court for the Southern District of New York to obtain
senior secured postpetition financing from a syndicate of lenders,
as Tranche A Lenders, led by General Electric Capital Corporation,
as administrative agent and collateral agent.  The Debtors also
seek the Court's permission to use cash collateral that
constitutes revolving priority collateral of ABL lenders,
prepetition term loan lenders and prepetition second lien
noteholders.

The DIP lenders have committed to provide up to $185 million on an
interim basis, and up to $200 million on a final basis.  A copy of
the DIP financing agreement is available for free at:

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

The Debtors want to use a portion of the proceeds from the DIP
Credit Facility upon entry of the DIP interim court order (a) to
pay in full, in cash, as a condition to closing the DIP Credit
Facility, the outstanding balance of the revolving credit
advances; (b) to pay and reimburse the Prepetition ABL Agent for
all unpaid fees, costs and expenses incurred by the Prepetition
ABL Agent under the Prepetition ABL Credit Documents, whether
incurred prior or subsequent to the Petition Date, at the time and
in the manner due under the Prepetition ABL Credit Documents, and
to pay the Prepetition ABL Agent for such indemnification rights
or claims that it has or may have under the Prepetition ABL Credit
Documents, whether incurred prior or subsequent to the Petition
Date, at the time and in the manner due under the Prepetition ABL
Credit Documents; and (c) other uses.

In the event of default, the Debtors will pay an additional 2%
default interest per annum.

The DIP facility will mature six months after the closing date of
the DIP Credit Agreement.

The DIP lien is subject to a carve-out for up to $75,000 fees
incurred by the U.S. Trustee; up to $1 million plus professional
fees and expenses incurred by the Debtors and the committee prior
to the delivery of the Carve-Out trigger notice to the extent
provided for in the budget, a copy of which is available for free
at http://bankrupt.com/misc/VERTIS_HOLDINGS_budget.pdf

The DIP Agent, for the benefit of itself and the DIP Lenders, will
receive valid, enforceable, unavoidable, and fully perfected
security interests in and liens and mortgages on the personal and
real property and assets of the Debtors and each guarantor.  The
DIP Liens will have first-priority security interests in and liens
upon all DIP Collateral that is not otherwise subject to any
valid, perfected, enforceable and non-avoidable lien in existence
as of the Petition Date.  The DIP Agent and the DIP Lenders will
have claims for the repayment of all obligations under the DIP
Credit Facility and the claims will be entitled to administrative
superpriority status.

The Prepetition ABL Agent and Prepetition ABL Lenders will
receive as adequate protection: (i) the repayment of the
Prepetition ABL Credit Agreement Obligations outstanding on the
Petition Date; (ii) a replacement lien on the DIP Collateral,
equal in priority to the DIP Liens, to secure claims for any
diminution in the value of their interests in the Prepetition
Collateral; and (iii) superpriority administrative expense claims.
Additionally, the Prepetition ABL Agent will receive ongoing
payment of the Prepetition ABL Expenses.

The Prepetition Term Loan Agent and Prepetition Term Loan Lenders
will receive as adequate protection (i) payment of an amount equal
to accrued and unpaid interest at the non-default rate as and when
due under the Prepetition Term Loan Credit Agreement; (ii) payment
or reimbursement of reasonable fees and expenses of counsel to the
Prepetition Term Loan Agent, and (iii) to the extent of any
diminution in value of the collateral securing the Prepetition
Term Loans (a) Section 507(b) Claims and (b) replacement liens, in
each case.

The Prepetition Second Lien Noteholders will receive as adequate
protection, to the extent of any diminution in value of the
collateral securing the claims of the Second Lien Noteholders:
(a) Section 507(b) and (b) replacement liens.

The Debtors want the final hearing on their request for
authorization to obtain DIP financing and use cash collateral set
for December 16, 2010.

                      About Vertis Holdings

Baltimore, Maryland-based Vertis Holdings, Inc., filed for Chapter
11 bankruptcy protection on November 17, 2010 (Bankr. S.D.N.Y.
Case No. 10-16170).  Mark McDermott, Esq., at Skadden Arps Slate
Meagher & Flom, LLP, assists the Debtor in its restructuring
effort.  Kurtzman Carson Consultants LLC is the Debtors' claims
and notice agent.  The Debtor estimated its assets and debts at
more than $1 billion.

On November 17, 2010, affiliates American Color Graphics, Inc.
(Bankr. S.D.N.Y. Case No. 10-16169), Vertis Holdings, Inc. (Bankr.
S.D.N.Y. Case No. 10-16170), Vertis, Inc. (Bankr. S.D.N.Y. Case
No. 10-16171), ACG Holdings, Inc. (Bankr. S.D.N.Y. Case No. 10-
16172), Webcraft, LLC (Bankr. S.D.N.Y. Case No. 10-16173), and
Webcraft Chemicals, LLC (Bankr. S.D.N.Y. Case No. 10-16174) filed
separate Chapter 11 petitions.


VERTIS HOLDINGS: Receives Approval for First Day Motions
--------------------------------------------------------
Vertis Holdings, Inc. disclosed that the U.S. Bankruptcy Court for
the Southern District of New York has scheduled the confirmation
hearing for its voluntary, pre-packaged Plan of Reorganization for
December 16, 2010.  The Court also approved all of the Company's
First Day Motions to allow Vertis to maintain normal business
operations throughout the confirmation process.

Among the approved motions, the Court authorized Vertis to
continue the payment of wages, salaries and other employee
benefits, uphold all of its commitments under existing client
programs and pay suppliers in the ordinary course for goods and
services delivered both before and after the filing.  The Court
also approved the Company's request to use $185 million of a $200
million debtor-in-possession (DIP) Revolving Credit Facility from
GE Capital, Restructuring Finance.

"The ability to achieve a smooth transition for our clients,
employees and suppliers was among our most important priorities,
and we are very pleased that the Court has granted these motions,
which will allow us to fulfill all of our commitments," said
Quincy L. Allen, Chief Executive Officer.  "The judge's decisions
today are an important milestone in our recapitalization.  I look
forward to building on this momentum to quickly complete our
refinancing plan and emerge with the additional financial strength
necessary to propel our business into the future."

Vertis previously announced on November 18, 2010, that it had
elected to complete its recapitalization through a voluntary
prepackaged Chapter 11 filing in order to more quickly achieve its
refinancing goals.  The Company's proposed Plan of Reorganization
will reduce debt by approximately 60 percent, or more than $700
million, while substantially lowering interest costs, extending
maturities and increasing liquidity.  As a result, the Company
expects to be able to increase its investment in the business,
advancing its products and services and maintaining its position
as a leading marketing communications company.

Perella Weinberg Partners and FTI Consulting, Inc. serve as the
Company's financial advisors. Skadden, Arps, Slate, Meagher & Flom
LLP is the Company's legal counsel.

                      About Vertis Holdings

Baltimore, Maryland-based Vertis Holdings, Inc., filed for Chapter
11 bankruptcy protection on November 17, 2010 (Bankr. S.D.N.Y.
Case No. 10-16170).  Mark McDermott, Esq., at Skadden Arps Slate
Meagher & Flom, LLP, assists the Debtor in its restructuring
effort.  Kurtzman Carson Consultants LLC is the Debtors' claims
and notice agent.  The Debtor estimated its assets and debts at
more than $1 billion.

On November 17, 2010, affiliates American Color Graphics, Inc.
(Bankr. S.D.N.Y. Case No. 10-16169), Vertis Holdings, Inc. (Bankr.
S.D.N.Y. Case No. 10-16170), Vertis, Inc. (Bankr. S.D.N.Y. Case
No. 10-16171), ACG Holdings, Inc. (Bankr. S.D.N.Y. Case No. 10-
16172), Webcraft, LLC (Bankr. S.D.N.Y. Case No. 10-16173), and
Webcraft Chemicals, LLC (Bankr. S.D.N.Y. Case No. 10-16174) filed
separate Chapter 11 petitions.


WALTER ENERGY: S&P Puts 'BB-' Rating on CreditWatch Developing
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its
ratings on Tampa, Fla.-based Walter Energy Inc., including its
'BB-' corporate credit rating, on CreditWatch with developing
implications.

S&P could affirm, raise, or lower existing ratings following the
completion of S&P's analysis if a definitive purchase agreement
were to be entered into between Walter and Western Coal.  Key
factors of S&P's analysis would include a review of the strategic
plans for the combined entity and the ultimate form of financing.

The CreditWatch listing follows Walter's announcement that it has
submitted a proposal to acquire the outstanding common shares of
Western Coal Corp. for C$11.50 each, representing an enterprise
value of approximately $3.2 billion.  Walter has entered into an
exclusivity agreement with Western under which the two companies
have agreed to a 14-day exclusive negotiation period.

In S&P's view, the acquisition of Western Coal would benefit
Walter's business risk profile, which has limited operating
diversity.  Walter currently produces about seven million tons of
premium metallurgical coal, primarily from two deep mines in
Southern Appalachia representing about 90% of its EBITDA.  The
acquisition of Western Coal, which expects to produce 6.7 million
tons of coal during its fiscal year ending March 31, 2011, would
significantly diversify Walter's production base.  Roughly two
thirds of Western's production is expected to come from mines in
western Canada and the remainder from Central Appalachian
operations.  The combined company would have reserves of
approximately 385 million tons.  Production from the combined
company, including planned expansions, is targeted to be around
20 million tons by 2013.

"Despite the potential improvements to the business risk profile
of Walter, in S&P's view, the manner of financing a transaction of
this size could have a material impact on its assessment of the
company's overall financial risk profile," said Standard & Poor's
credit analyst Marie Shmaruk.

S&P will monitor developments regarding the potential acquisition.
If a transaction is announced, S&P will assess the impact on the
combined entity's overall credit profile.  Key factors in S&P's
analysis will likely include its assessment of the combined
company's business position and its strategic plans for the
business as well as the proposed capital structure and its effect
on the financial risk profile.


WARNER MUSIC: S&P Downgrades Corporate Credit Rating to 'B+'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on New York City-based Warner Music Group Corp. to 'B+'
from 'BB-'.  The rating outlook is stable.

At the same time, S&P lowered its issue-level rating on the
company's senior secured debt to 'BB-' (one notch above the
corporate credit rating) from 'BB' and left the recovery rating
unchanged at '2', indicating S&P's expectation of substantial (70%
to 90%) recovery for debtholders in the event of a payment
default.  S&P also lowered its issue-level rating on the company's
senior unsecured debt to 'B-' from 'B', and left the recovery
rating unchanged at '6', indicating its expectation of negligible
(0% to 10%) recovery in the event of a payment default.

"The rating downgrade reflects S&P's expectation that WMG's
revenues will continue to be pressured over the intermediate term
due to the ongoing digital transition in the music industry,
despite the potential for good digital sales growth and further
market share gains," explained Standard & Poor's credit analyst
Michael Altberg.

Lease-adjusted debt to EBITDA (including restructuring charges)
increased to 5.7x as of Sept. 30, 2010 -- well above S&P's 5.25x
threshold for WMG at the 'BB-' rating level and up from 5x at
year-end fiscal 2009 (ended Sept. 30, 2009).  Under S&P's base
case scenario, S&P expects that revenue in the first fiscal
quarter of 2011 could decline in the high-teens percentage area,
despite notable releases scheduled in the holiday quarter.  In
2011, S&P believes that cost savings from restructuring efforts in
fiscal 2010 could help to mitigate EBITDA margin declines, but
under S&P's base case scenario, S&P estimates that revenue could
decline in the mid-single digits and that lease-adjusted leverage
will stay in the high-5x area.  Under this scenario, S&P expects
that liquidity will remain adequate, as the company has meaningful
cash balances and continues to generate good discretionary cash
flow, albeit down significantly from historical levels.


WESCO INTERNATIONAL: TVC Deal Won't Affect Moody's 'Ba3' Rating
---------------------------------------------------------------
Moody's Investors Service said WESCO International, Inc.'s
announcement that it has entered into a definitive agreement to
acquire TVC Communication, L.L.C., from private equity firm
Palisades Associates for approximately $247 million, does not
affect the Ba3 corporate family rating, nor the existing
instrument ratings and the stable ratings outlook.  The
transaction is expected to close by year-end.

Summary of the current ratings:

  -- Corporate family rating at Ba3;

  -- Probability-of-default rating at Ba3;

  -- $150 million 7.5% senior subordinated notes due 2017 at B1
     (LGD5, 71%);

  -- $92 million 2.625% convertible senior subordinated notes due
     2025 at B1 (LGD5, 71%).

The last rating action was on November 30, 2007, when Moody's
affirmed the ratings of WESCO, including its Ba3 corporate family
rating, and changed the ratings outlook to stable from positive.
The most recent credit opinion was updated on February 9, 2010.

WESCO's ratings were assigned by evaluating factors Moody's
believe are relevant to the credit profile of the issuer,
such as i) the business risk and competitive position of the
company versus others within its industry, ii) the capital
structure and financial risk of the company, iii) the projected
performance of the company over the near to intermediate term,
and iv) management's track record and tolerance for risk.  These
attributes were compared against other issuers both within and
outside of WESCO's core industry and WESCO's ratings are believed
to be comparable to those of other issuers of similar credit risk.

WESCO International, Inc., is one of the leading providers of
electrical construction products and electrical and industrial
maintenance, repair and operating supplies in North America.  The
company reported sales of $4.9 billion for the twelve months ended
September 30, 2010.


WOLVERINE TUBE: Aircon Business Sale Hearing Set for Dec. 21
------------------------------------------------------------
As reported in the Nov. 17, 2010, edition of the Troubled Company
Reporter, Wolverine Tube Inc. struck a deal to sell its air
conditioning component business, owned by debtor Tube Forming LP,
to Mueller Industries Inc. -- a unit Overstreet-Hughes Co. Inc.,
or any superior bidder who might submit a higher and better offer
by Dec. 13 and participate in an auction scheduled for Dec. 17,
2010.

The Honorable Peter J. Walsh has scheduled a hearing to approve
the sale to the highest and best bidder.  That hearing will be
held at 9:30 a.m. on Dec. 21, 2010, in Wilmington, Del.

Huntsville, Alabama-based Wolverine Tube, Inc., is a global
manufacturer and distributor of copper and copper alloy tube,
fabricated products, and metal joining products.  The Company
currently operates seven facilities in the United States, Mexico,
China, and Portugal.  It also has distribution operations in the
Netherlands and the United States.

Wolverine Tube sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 10-13522) on Nov. 1, 2010.  Mark E. Felger, Esq.,
and Simon E. Fraser, Esq., at Cozen O'Connor represent the Debtor.

Scott K. Rutsky, Esq., and Adam T. Berkowitz, Esq., at Proskauer
Rose LLP, serve as the Debtor's special corporate and tax counsel.

Deloitte Financial Advisory Services LLP is the Debtor's financial
advisor.

Donlin Recano & Company, Inc., is the Debtor's claim agent.

The Debtor disclosed $115 million in total assets and $237 million
in total debts at the time of the filing.

Affiliates Tube Forming, L.P. (Bankr. D. Del. Case No. 10-13523),
Wolverine Joining Technologies, LLC (Bankr. D. Del. Case No.
10-13524), TF Investor Inc. (Bankr. D. Del. Case No. 10-13525),
and WT Holding Company, Inc. (Bankr. D. Del. Case No. 10-13526)
filed separate Chapter 11 petitions.


WOLVERINE TUBE: Plan Promises to Fully Pay Unsecured Creditors
--------------------------------------------------------------
Wolverine Tube, Inc., et al., submitted to the U.S. Bankruptcy
Court for the District of Delaware a prearranged Plan of
Reorganization and an explanatory Disclosure Statement.

The Debtors will begin soliciting votes on the Plan following
approval of the adequacy of the information in the Disclosure
Statement.

The Debtors relate that a significant majority (approximately 71%)
of their prepetition noteholders entered into a Plan Support
Aagreement to vote in favor of the Plan.

                 Treatment of Claims and Interests

According to the Disclosure Statement, on the effective date of
the Plan, allowed other secured claims will be, at the Debtors'
option, (i) reinstated; (ii) satisfied by the Debtors'  surrender
of the collateral securing the claim; (iii) offset against, and to
the extent of, the Debtors' claims against the holder of the
claim; or (iv) otherwise rendered unimpaired, except to the extent
the Reorganized Debtors and the holder agree to a different
treatment.

Holders of note claims will receive their pro rata share of (i)
100% of the new common stock, subject to dilution for additional
shares of new common stock to be issued pursuant to the new
management stock incentive plan and any future issuance of new
common stock; (ii) the new first lien notes; and (iii) a
distribution of cash in an aggregate amount equal to the net
distributable cash.

General unsecured creditors, except to the extent a holder of an
allowed general unsecured claim agrees to less favorable
treatment, will be paid in full, in cash in the ordinary course of
business or will receive other treatment as will render it
unimpaired.

Holders of PBGC Claim will receive (i) the treatment set forth in
the PBGC settlement agreement; or (ii) other treatment as may be
agreed upon by the Debtors and the requisite supporting
noteholders.

Old preferred stock will be canceled, and holders of the old
preferred stock interests will not receive or retain any property
under the Plan on account of the old preferred stock interests.

Old common stock will be canceled, and holders of the old common
stock interests will not receive or retain any property under the
Plan on account of the old common stock interests.

Copies of the Disclosure Statement is available for free at

          http://bankrupt.com/misc/WolverineTube_DS1.pdf
          http://bankrupt.com/misc/WolverineTube_DS2.pdf
          http://bankrupt.com/misc/WolverineTube_DS3.pdf

The Debtors propose a hearing on December 21, 2010, at 9:30 a.m.
(prevailing Eastern Time), to consider adequacy of the Disclosure
Statement.

The proposed confirmation hearing date is on February 9, 2011, at
2:00 p.m.

                      About Wolverine Tube

Huntsville, Alabama-based Wolverine Tube, Inc., is a global
manufacturer and distributor of copper and copper alloy tube,
fabricated products, and metal joining products.  The Company
currently operates seven facilities in the United States, Mexico,
China, and Portugal.  It also has distribution operations in the
Netherlands and the United States.

Wolverine Tube filed for Chapter 11 bankruptcy protection on
November 1, 2010 (Bankr. D. Del. Case No. 10-13522).  Cozen
O'Connor, Esq., Mark E. Felger, Esq., and Simon E. Fraser, Esq.,
who have offices in Wilmington, Delaware, represents the Debtor.

Scott K. Rutsky, Esq., and Adam T. Berkowitz, Esq., at Proskauer
Rose LLP, are the Debtor's special corporate and tax counsel.

Deloitte Financial Advisory Services LLP is the Debtor's financial
advisor.

Donlin Recano & Company, Inc., is the Debtor's claim agent.


WORKFLOW MANAGEMENT: Can Access Cash Collateral Until December 1
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
authorized, in a third interim order, Workflow Management, Inc.,
et al., to use cash collateral until December 1, 2010.

A final hearing will be held on November 30 at 9:30 a.m., to
consider the Debtors' request to further use the cash collateral
Objections, if any, are due 12:00 noon on November 24.

As reported in the Troubled Company Reporter on October 5, the
Debtors asked for authorization to access cash constituting as
collateral of their prepetition lenders until January 31, 2011.

As of the Petition Date, the aggregate outstanding obligations to
Credit Suisse, Cayman Islands Branch, as administrative agent for
the first lien lenders, and other agents totaled approximately
$146.5 million.  The loans outstanding under the first lien credit
facility continue to accrue postpetition interest.

As of the Petition Date, the aggregate outstanding loan
obligations to Silver Point Finance LLC, as administrative agent
for the second lien lenders, and the other agents party thereto
totaled approximately $196.5 million.  The amounts outstanding on
account of the second lien credit facility continue to accrue
postpetition interest.

The Debtors need the money to fund their Chapter 11 case, pay
suppliers and other parties.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the prepetition lenders:

   a) allowed superpriority administrative expense status;

   b) replacement security interest in and lien on all property
      acquired by the Debtors after the Petition Date on the same
      relative priority vis-a-vis the postpetition collateral;

   c) adequate protection payments and accrual of interest
      beginning October 29.

                    About Workflow Management

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, represents
the Debtor.  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 assets and debts at $100 million to
$500 million.


WORKFLOW MANAGEMENT: Objections to Plan Outline Due December 8
--------------------------------------------------------------
The Hon. Stephen C. St. John of the U.S. Bankruptcy Court for the
Eastern District of Virginia will convene a hearing on December
15, 2010, at9:30 a.m. (prevailing Eastern Time), to consider
adequacy of the Disclosure Statement explaining Workflow
Management Inc., et al.'s Plan of Reorganization.  Objections, if
any, are due December 8 at 4:00 p.m.

As reported in the Troubled Company Reporter on November 15, the
Debtors' revised reorganization plan allows shareholders to retain
their stock while aiming to pay all creditors in full.

Under the Plan, holders of about $137 million in first-lien debt
would receive a new 3 1/2-year note with interest paid quarterly
at 7.5%.  Amortization payments would begin in mid-2011 at
$4 million a year and rise to $12 million at an annual rate.
Second-lien creditors, owed about $205 million, would receive a
note maturing at the end of 2015 paying 8.75% interest in cash and
an additional 2.75% in more notes.  There would be no principal
payments until maturity.

For voting purposes, the Plan puts creditors in separate classes
if they own both first- and second-lien debt.  Holders of
$91 million in unsecured notes would have their obligation
reinstated, with no interest accruing during the Chapter 11 case
and the non-default rate paid thereafter.  Unsecured creditors
with about $12.7 million in claims would receive half when the
plan is implemented and the other half two months later, without
interest.

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

                    About Workflow Management

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, represents
the Debtor.  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 assets and debts at $100 million to
$500 million.


WORLD BLACKBELT: Files for Bankruptcy in California
---------------------------------------------------
Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reports that World Blackbelt Inc., of Tarzana, Calif., on Thursday
filed its Chapter 11 petition with the U.S. Bankruptcy Court in
San Fernando Valley, Calif.  It reported assets in the range of
$100,000 to $500,000 and debts between $500,000 and $1 million,
court papers show.

DBR relates World Blackbelt filed for Chapter 11 protection in
January but saw its case dismissed this summer for failure to have
retained counsel.

DBR reports that after the first Chapter 11 proceeding was
dismissed, World Blackbelt filed a complaint against Century
Martial Artists Inc. seeking to free itself from the latter's lien
against its assets.  Century later filed a motion to dismiss the
lawsuit, arguing that the organization had no business filing a
lawsuit in bankruptcy court when it was no longer under bankruptcy
protection.

DBR says a status hearing on the matter was set for Wednesday, the
day after which World Blackbelt filed its second bankruptcy
petition.  In those papers, the organization listed Century's
claim as $328,505.

World Blackbelt's bankruptcy attorney wasn't immediately available
for comment Friday.

World Blackbelt describes itself as the world's "first
international Internet martial arts community."
DBR relates karate champion and World Blackbelt president/chief
executive Bob Wall signed the bankruptcy petition.  Mr. Wall,
along with Chuck Norris, Gene LeBell, Bob Wall, Bill Wallace, Don
Wilson and Howard Jackson are among World Blackbelt's founding
members, according to the organization's Web site.


* Bank Failures This Year Now 149 as Three More Shuttered
---------------------------------------------------------
U.S. bank failures this year rose to 149 after financial
institutions in Florida, Wisconsin and Pennsylvania were shut by
regulators on Friday.

The three lenders closed November 19 had combined assets of $969.4
million.  The seizures cost the Federal Deposit Insurance Corp.'s
deposit-insurance fund $199.5 million.

The number of bank failures in 2010 has eclipsed the total bank
failures seen last year.  In all of 2009, 140 banks failed.

Conway, Arkansas-based Home BancShares purchased Carrabelle,
Florida's Gulf State Community Bank.  "We continue to execute on
our very successful acquisition strategy in Florida," Home
BancShares Chief Executive Officer Randy Sims said in a statement.
"Gulf State has been focused on the customers and the communities
it serves for four decades, and this will continue."

According to Bloomberg News, Home BancShares' unit Centennial Bank
has purchased six banks through the FDIC's resolution process this
year.

As for the two other banks -- First Michigan Bank acquired the
deposits of Burlington, Wisconsin's First Banking Center, while
VIST Bank of Wyomissing acquired Allegiance Bank of North America.

                  2010 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

For this year, the failed banks are:

                                   Loss-Share
                                 Transaction Party     FDIC Cost
                     Assets of    Bank That Assumed   to Insurance
                    Closed Bank  Deposits & Bought      Fund
   Closed Bank       (millions)   Certain Assets       (millions)
   -----------       ----------   --------------      -----------
Gulf State Community    $112.1    Centennial Bank          $42.7
First Banking Center    $750.7    First Michigan Bank     $142.6
Allegiance Bank         $106.6    VIST Bank                $14.2

Darby Bank & Trust      $654.7    Ameris Bank             $136.2
Copper Star Bank        $204.0    Stearns Bank             $43.6
Tifton Banking          $143.7    Ameris Bank              $24.6
Western Commercial       $98.6    California Bank          $25.2
First Vietnamese         $48.0    Grandpoint Bank           $9.6
Pierce Commercial       $221.1    Heritage Bank            $21.3
K Bank                  $538.3    Manufacturers & Traders $198.4
The Gordon Bank          $29.4    Morris Bank               $9.0
Progress Bank of Fla.   $110.7    Bay Cities Bank          $25.0
First Arizona           $272.2    No Acquirer              $32.8
First Bank of Jack.      $81.0    Ameris Bank              $16.2
Hillcrest Bank, KS    $1,650.0    Hillcrest Bank, N.A.    $329.7
First Suburban          $148.7    Seaway Bank and Trust    $31.4
First Nat'l of Barn.    $131.4    United Bank              $33.9
Premier Bank          $1,180.0    Providence Bank.        $406.9
WestBridge Bank          $91.5    Midland States Bank      $18.7
Security Savings Bank   $508.4    Simmons First            $82.2
Wakulla Bank            $424.1    Centennial Bank         $113.4
Shoreline Bank          $104.2    GBC International        $41.4
Haven Trust Bank        $148.6    First Southern           $31.9
North County Bank       $288.8    Whidbey Island           $72.8
First Commerce          $248.2    Community & Southern     $71.4
Bank of Ellijay         $168.8    Community & Southern     $55.2
Bramble Savings Bank     $47.5    Foundation Bank          $14.6
Maritime Savings Bank   $350.5    North Shore Bank         $83.6
The Peoples Bank        $447.2    Community & Southern     $98.9
ISN Bank                 $81.6    Customers Bank           $23.9
Horizon Bank            $187.8    Bank of the Ozarks       $58.9
Los Padres Bank         $870.4    Pacific Western           $8.7
Pacific State Bank      $312.1    Rabobank, N.A.           $32.6
ShoreBank             $2,160.0    Urban Partnership       $367.7
Butte Community Bank    $498.8    Rabobank, N.A.           $17.4
Sonoma Valley Bank      $337.1    Westamerica Bank         $10.1
Imperial Savings & Loan   $9.4    River Community           $3.5
Community National       $67.9    CenterState Bank of Fla. $10.3
Independent National    $156.2    CenterState Bank of Fla. $23.2
Palos Bank and Trust    $493.4    First Midwest Bank       $72.0
Ravenswood Bank         $264.6    Northbrook Bank & Trust  $68.1
Northwest Bank & Trust  $167.7    State Bank and Trust     $39.8
Bayside Savings Bank     $66.1    Centennial Bank, Conway  $16.2
Coastal Community Bank  $362.9    Centennial Bank, Conway  $94.5
The Cowlitz Bank        $529.3    Heritage Bank            $68.9
LibertyBank             $768.2    Home Federal Bank       $115.3
The Cowlitz Bank        $529.3    Heritage Bank            $68.9
Coastal Community       $372.9    Centennial Bank          $94.5
Bayside Savings          $66.1    Centennial Bank          $16.2
NorthWest Bank          $167.7    State Bank and Trust     $39.8
Williamsburg First      $139.3    First Citizens Bank       $8.8
Thunder Bank, Sylvan     $32.6    The Bennington State      $4.5
Community Security      $108.0    Roundbank, Waseca        $18.6
Crescent Bank         $1,010.0    Renasant Bank           $242.4
Sterling Bank           $407.9    IBERIABANK               $45.5
Home Valley Bank        $251.8    South Valley Bank        $37.1
SouthwestUSA Bank       $214.0    Plaza Bank, Irvine       $74.1
Turnberry Bank          $263.9    NAFH National            $34.4
First National Bank     $682.0    NAFH National            $74.9
Mainstreet Savings       $97.4    Commercial Bank          $11.4
Woodlands Bank          $376.2    Bank of the Ozarks      $115.0
Metro Bank of Dade      $442.3    NAFH National            $67.6
Olde Cypress Community  $168.7    CenterState Bank         $31.5
USA Bank, Port Chester  $193.3    New Century Bank         $61.7
Bay National Bank       $282.2    Bay Bank, FSB            $17.4
Ideal Federal Savings     $6.3    -- None --                $2.1
Home National Bank      $644.5    RCB Bank, Claremore      $78.7
First National          $252.5    The Savannah Bank        $68.9
High Desert              $80.3    First American           $20.9
Peninsula Bank          $644.3    Premier American        $194.8
Nevada Security Bank    $480.3    Umpqua Bank              $80.9
Washington First        $520.9    East West Bank          $158.4
TierOne Bank          $2,800.0    Great Western Bank      $297.8
Arcola Homestead         $17.0    -- None --                $3.2
First National Bank      $60.4    Jefferson Bank           $12.6
Sun West Bank           $360.7    City National Bank       $96.7
Granite Community       $102.9    Tri Counties Bank        $17.3
Bank of Fla- Southeast  $595.3    EverBank                 $71.4
Bank of Fla- Southwest  $559.9    EverBank                 $91.3
Bank of Fla- Tampa Bay  $245.2    EverBank                 $40.3
Pinehurst Bank           $61.2    Coulee Bank               $6.0
Southwest Community      $96.6    Simmons First Nat'l      $29.0
New Liberty Bank        $109.1    Bank of Ann Arbor        $25.0
Satilla Community Bank  $135.7    Ameris Bank              $31.3
Midwest Bank & Trust  $3,170.0    Firstmerit Bank         $216.4
1st Pacific Bank        $335.8    City National Bank       $87.7
Access Bank              $32.0    PrinsBank, Prinsburg      $5.5
Towne Bank of Ariz      $120.2    Commerce Bank            $41.8
The Bank of Bonifay     $242.9    First Federal Bank       $78.7
Frontier Bank         $3,500.0    Union Bank, NA        $1,370.0
BC National Banks        $67.2    Community First          $11.4
Champion Bank           $187.3    BankLiberty              $52.7
CF Bancorp            $1,650.0    First Michigan Bank     $615.3
Westernbank PR       $11,940.0    Banco Popular de PR   $3,310.0
R-G Premier Bank      $5,920.0    Scotiabank de PR      $1,230.0
Eurobank, SJ, PR      $2,560.0    Oriental Bank & Trust   $743.9
Lincoln Park Savings    $199.9    Northbrook Bank          $48.4
Peotone Bank            $130.2    First Midwest            $31.7
Wheatland Bank          $437.2    Wheaton Bank            $133.0
New Century Bank        $485.6    MB Financial            $125.3
Citizens Bank&Trust      $77.3    Republic Bank            $20.9
Broadway Bank         $1,200.0    MB Financial            $394.3
Amcore Bank           $3,800.0    Harris                  $220.3
Lakeside Community       $53.0    People's United          $11.2
Innovative Bank         $268.9    Center Bank              $37.8
City Bank             $1,130.0    Whidbey Island          $323.4
Butler Bank             $233.2    People's United          $22.9
AmericanFirst Bank       $90.5    TD Bank, N.A.            $10.5
First Federal           $393.3    TD Bank, N.A.             $6.0
Riverside National    $3,420.0    TD Bank, N.A.           $491.8
Tamalpais Bank          $628.9    Union Bank, N.A.         $81.1
Beach First National    $585.1    Bank of NC              $130.3
McIntosh Commercial     $362.9    CharterBank, West Point $123.3
Desert Hills Bank       $496.6    New York Community Bank $106.7
Unity National Bank     $292.2    Bank of the Ozarks       $67.2
Key West Bank            $88.0    Centennial Bank          $23.1
State Bank of Aurora     $28.2    Northern State Bank       $4.2
First Lowndes Bank      $137.2    First Citizens Bank      $38.3
Bank of Hiawassee       $377.8    Citizens South Bank     $137.7
Appalachian Community $1,010.0    Community & Southern    $419.3
Advanta Bank Corp.    $1,600.0    - None -                $635.6
Century Security         $96.5    Bank of Upson            $29.9
American National        $70.3    National Bank and Trust  $17.1
The Park Avenue Bank    $520.1    Valley National Bank     $50.7
Statewide Bank          $243.2    Home Bank, Lafayette     $38.1
Old Southern Bank       $315.6    Centennial Bank          $94.6
LibertyPointe Bank      $209.7    Valley National          $24.8
Sun American Bank       $535.7    First-Citizens Bank     $103.8
Waterfield Bank         $155.6    {FDIC Created}           $51.0
Centennial Bank         $215.2    Zions Bank               $96.3
Bank of Illinois        $211.7    Heartland Bank           $53.7
Rainier Pacific Bank    $446.2    Umpqua Bank, Roseburg    $95.2
Carson River Community   $51.1    Heritage Bank of Nevada   $7.9
George Washington       $412.8    FirstMerit Bank         $141.4
La Jolla Bank         $3,600.0    OneWest Bank, FSB       $882.3
The La Coste Nat'l       $53.9    Community National        $3.7
Marco Community Bank    $119.6    Omaha Bank               $38.1
1st American State       $18.2    Community Development     $3.1
First National Bank     $832.6    Community & Southern    $260.4
Florida Community       $875.5    Premier American Bank   $352.6
American Marine Bank    $373.2    Columbia State Bank      $58.9
Marshall Bank, N.A.      $59.9    United Valley Bank        $4.1
First Regional Bank   $2,180.0    First-Citizens Bank     $825.5
Comm. Bank & Trust    $1,210.0    SCBT, N.A.              $354.5
Charter Bank          $1,200.0    Charter, Albuquerque    $201.9
Evergreen Bank          $488.5    Umpqua Bank, Roseburg    $64.2
Columbia River Bank   $1,100.0    Columbia State Bank     $172.5
Bank of Leeton           $20.1    Sunflower Bank            $8.1
Premier American Bank   $350.9    Bond Street subsidiary   $85.0
Town Community           $69.6    Bank First American      $17.8
St. Stephen State        $24.7    First State Bank          $7.2
Barnes Banking          $827.8    {DINB Created}          $271.3
Horizon Bank          $1,400.0    Washington Federal      $539.1

In 2009, there were 140 failed banks, compared with just 25 for
2008.

A complete list of banks that failed since 2000 is available at:

  http://www.fdic.gov/bank/individual/failed/banklist.html

               829 Banks Now in FDIC's Problem List

The Federal Deposit Insurance Corporation said the number of
institutions on its "Problem List" rose to 829 at June 30, 2010
from 775 at March 31, 2010. However, the total assets of "problem"
institutions declined from $431 billion to $403 billion.  Also,
while the number of "problem" institutions is the highest since
March 31, 1993, when there were 928, it is the smallest net
increase since the first quarter of 2009.

The FDIC said 45 insured institutions failed during the second
quarter.

On Tuesday, the FDIC said commercial banks and savings
institutions insured by the agency reported an aggregate profit of
$21.6 billion in the second quarter of 2010, a $26 billion
improvement from the $4.4 billion net loss the industry posted in
the second quarter of 2009.

The Deposit Insurance Fund balance improved for the second quarter
in a row.  The DIF balance -- the net worth of the fund --
improved from negative $20.7 billion to negative $15.2 billion
during the second quarter. The improvement stemmed primarily from
assessment revenues and from a reduction in the contingent loss
reserve, which covers the costs of expected failures. The reserve
declined from $40.7 billion to $27.5 billion during the quarter.

The FDIC's liquid resources -- cash and marketable securities --
remained strong. Liquid resources stood at $44 billion at the end
of the second quarter, a decline from $63 billion at the end of
the first quarter. The decline in cash balances reflects
previously anticipated outlays, primarily related to three bank
failures in Puerto Rico on April 30th.

"As we expected," Chairman Bair said, "demands on cash have
increased this year. But our projections indicate that our current
resources are more than enough to resolve anticipated failures."

Total insured deposits declined by 0.7% ($39 billion) during the
quarter.

                Problem Institutions      Failed Institutions
                --------------------      -------------------
Year           Number  Assets (Mil)      Number Assets (Mil)
----           ------  ------------      ------ ------------
2009              702      $402,800         140     $169,700
2008              252      $159,405          25     $371,945
2007               76       $22,189           3       $2,615
2006               50        $8,265           0           $0
2005               52        $6,607           0           $0
2004               80       $28,250           4         $170

A copy of the FDIC's Quarterly Banking Profile for the quarter
ended March 31, 2010, is available for free at:

    http://bankrupt.com/misc/FDIC_QBP_Q1_10.pdf


* S&P's Global Corp Default Tally Unchanged at 74 YTD 2010
----------------------------------------------------------
The year-to-date 2010 global corporate default tally remains
unchanged at 74 after no issuers defaulted last week, said an
article published November 19 by Standard & Poor's Global Fixed
Income Research.

By region, the current year-to-date default tallies are 51 in the
U.S., three in Europe, nine in the emerging markets, and 11 in the
other developed region (Australia, Canada, Japan, and New
Zealand), according to the article, titled "Global Corporate
Default Update (Nov. 12 - 18, 2010) (Premium)."

So far this year, missed interest or principal payments are
responsible for 27 defaults, Chapter 11 and foreign bankruptcy
filings account for 22, distressed exchanges account for 20,
receiverships are responsible for three, and regulatory directives
and administration account for one default each.

Of the global corporate defaulters in 2010, 42% of issues with
available recovery ratings had recovery ratings of '6' (indicating
our expectation for negligible recovery of 0% to 10%), 12% of the
issues had recovery ratings of '5' (modest recovery prospects of
10% to 30%), 8% had recovery ratings of '4' (average recovery
prospects of 30% to 50%), and 17% had recovery ratings of
'3' (meaningful recovery prospects of 50% to 70%).  And for the
remaining two rating categories, 12% of the issues had recovery
ratings of '2' (substantial recovery prospects of 70% to 90%) and
10% had recovery ratings of '1' (very high recovery prospects of
90% to 100%).


* Municipal Financial Woes Spread to Michigan and Pennsylvania
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the municipal bankruptcy contagion is spreading.  As
reported by the Troubled Company Reporter, the Detroit suburb of
Hamtramck, Michigan, asked permission from the state to file in
Chapter 9 for municipal reorganization.  The state denied
permission to file.  Philadelphia city officials are looking to
hire a turnaround managers to help solve its budget problems.


* BOND PRICING -- For Week From Nov. 15 - 19, 2010
--------------------------------------------------

  Company          Coupon     Maturity    Bid Price
  -------          ------     --------    ---------
155 E TROPICANA     8.750%    4/1/2012       22.000
ABITIBI-CONS FIN    7.875%    8/1/2009       20.500
ADVANTA CAP TR      8.990%  12/17/2026       12.000
AFFINITY GROUP     10.875%   2/15/2012       49.500
AMBAC INC           6.150%    2/7/2087        1.508
AMBAC INC           9.375%    8/1/2011       19.100
AMBASSADORS INTL    3.750%   4/15/2027       26.250
AT HOME CORP        0.525%  12/28/2018        0.504
BALLY TOTAL FITN   14.000%   10/1/2013        1.000
BANK NEW ENGLAND    8.750%    4/1/1999        9.875
BANK NEW ENGLAND    9.875%   9/15/1999        9.000
BANKUNITED FINL     6.370%   5/17/2012        5.000
BLOCKBUSTER INC     9.000%    9/1/2012        1.100
BOWATER INC         6.500%   6/15/2013       32.750
BOWATER INC         9.500%  10/15/2012       31.500
BZH-CALL11/10       6.500%  11/15/2013      101.250
C&D TECHNOLOGIES    5.500%  11/15/2026       73.000
CAPMARK FINL GRP    5.875%   5/10/2012       36.500
CHAMPION ENTERPR    2.750%   11/1/2037        1.323
DUNE ENERGY INC    10.500%    6/1/2012       70.500
EDDIE BAUER HLDG    5.250%    4/1/2014        5.000
ELEC DATA SYSTEM    3.875%   7/15/2023       96.000
EVERGREEN SOLAR     4.000%   7/15/2013       43.000
F-CALL12/10         6.850%   6/20/2014       97.500
FAIRPOINT COMMUN   13.125%    4/1/2018        7.125
FAIRPOINT COMMUN   13.125%    4/2/2018        7.750
FRANKLIN BANK       4.000%    5/1/2027        1.125
FREEPORT-MC C&G     7.000%   2/11/2011       31.700
GENERAL MOTORS      7.125%   7/15/2013       31.500
GENERAL MOTORS      9.450%   11/1/2011       30.500
GREAT ATLA & PAC    5.125%   6/15/2011       81.855
INDALEX HOLD       11.500%    2/1/2014        0.750
KEYSTONE AUTO OP    9.750%   11/1/2013       44.500
LEHMAN BROS HLDG    1.985%   6/29/2012        8.055
LEHMAN BROS HLDG    4.500%    8/3/2011       20.500
LEHMAN BROS HLDG    4.700%    3/6/2013       20.250
LEHMAN BROS HLDG    4.800%   2/27/2013       19.500
LEHMAN BROS HLDG    4.800%   3/13/2014       20.000
LEHMAN BROS HLDG    5.000%   1/22/2013       20.750
LEHMAN BROS HLDG    5.000%   2/11/2013       20.750
LEHMAN BROS HLDG    5.000%   3/27/2013       20.000
LEHMAN BROS HLDG    5.000%    8/3/2014       20.625
LEHMAN BROS HLDG    5.000%    8/5/2015       20.750
LEHMAN BROS HLDG    5.100%   1/28/2013       20.500
LEHMAN BROS HLDG    5.150%    2/4/2015       19.057
LEHMAN BROS HLDG    5.250%    2/6/2012       20.650
LEHMAN BROS HLDG    5.250%   1/30/2014       19.625
LEHMAN BROS HLDG    5.250%   2/11/2015       20.750
LEHMAN BROS HLDG    5.500%    4/4/2016       21.025
LEHMAN BROS HLDG    5.625%   1/24/2013       22.750
LEHMAN BROS HLDG    5.750%   4/25/2011       19.750
LEHMAN BROS HLDG    5.750%   7/18/2011       21.000
LEHMAN BROS HLDG    5.750%   5/17/2013       20.750
LEHMAN BROS HLDG    5.750%    1/3/2017        0.010
LEHMAN BROS HLDG    5.875%  11/15/2017       20.200
LEHMAN BROS HLDG    6.000%   7/19/2012       20.800
LEHMAN BROS HLDG    6.000%   6/26/2015       20.625
LEHMAN BROS HLDG    6.000%  12/18/2015       20.750
LEHMAN BROS HLDG    6.000%   2/12/2018       19.325
LEHMAN BROS HLDG    6.200%   9/26/2014       21.125
LEHMAN BROS HLDG    6.625%   1/18/2012       21.250
LEHMAN BROS HLDG    7.000%   4/16/2019       20.250
LEHMAN BROS HLDG    7.000%  12/28/2037       16.000
LEHMAN BROS HLDG    7.875%   8/15/2010       21.125
LEHMAN BROS HLDG    8.000%   3/17/2023       20.625
LEHMAN BROS HLDG    8.050%   1/15/2019       20.125
LEHMAN BROS HLDG    8.400%   2/22/2023       19.000
LEHMAN BROS HLDG    8.500%    8/1/2015       20.000
LEHMAN BROS HLDG    8.500%   6/15/2022       20.750
LEHMAN BROS HLDG    8.800%    3/1/2015       20.750
LEHMAN BROS HLDG    9.000%  12/28/2022       20.500
LEHMAN BROS HLDG    9.000%    3/7/2023       20.750
LEHMAN BROS HLDG    9.500%  12/28/2022       19.000
LEHMAN BROS HLDG    9.500%   1/30/2023       18.750
LEHMAN BROS HLDG    9.500%   2/27/2023       20.750
LEHMAN BROS HLDG   10.000%   3/13/2023       20.750
LEHMAN BROS HLDG   10.375%   5/24/2024       20.500
LEHMAN BROS HLDG   11.000%   6/22/2022       20.250
LEHMAN BROS HLDG   11.000%   7/18/2022       20.500
LEHMAN BROS HLDG   11.000%   3/17/2028       19.625
LEHMAN BROS HLDG   11.500%   9/26/2022       19.750
LOCAL INSIGHT      11.000%   12/1/2017       25.100
MAGNA ENTERTAINM    7.250%  12/15/2009        6.000
MASSEY ENERGY CO    2.250%    4/1/2024       87.875
MERRILL LYNCH       1.720%    3/9/2011      100.000
NEWPAGE CORP       10.000%    5/1/2012       59.500
NEWPAGE CORP       12.000%    5/1/2013       34.500
PALM HARBOR         3.250%   5/15/2024       44.500
RAFAELLA APPAREL   11.250%   6/15/2011       74.438
RASER TECH INC      8.000%    4/1/2013       35.750
RESTAURANT CO      10.000%   10/1/2013       31.000
RESTAURANT CO      10.000%   10/1/2013       37.375
SPHERIS INC        11.000%  12/15/2012        3.000
THORNBURG MTG       8.000%   5/15/2013        4.250
TIMES MIRROR CO     7.250%    3/1/2013       46.750
TOM'S FOODS INC    10.500%   11/1/2004        1.704
TRANS-LUX CORP      8.250%    3/1/2012        7.250
TRICO MARINE        3.000%   1/15/2027        4.000
TRICO MARINE SER    8.125%    2/1/2013       12.500
URI-CALL11/10       7.750%  11/15/2013      101.570
VERTIS INC         13.500%    4/1/2014       29.750
VERTIS INC         18.500%   10/1/2012       24.875
VIRGIN RIVER CAS    9.000%   1/15/2012       45.500
WASH MUT BANK NV    6.750%   5/20/2036        0.150
WCI COMMUNITIES     7.875%   10/1/2013        0.600
WISMET-CALL12/10   10.250%   5/15/2012       95.000
WOLVERINE TUBE     15.000%   3/31/2012       32.000



                           *********

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.


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