TCR_Public/101125.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, November 25, 2010, Vol. 14, No. 327

                            Headlines

5 STAR, INC.: Case Summary & 21 Largest Unsecured Creditors
7677 BERRY: Plan Rejected; To Liquidate Under Chapter 7
ABITIBIBOWATER INC: To Go Green After Leaving Bankruptcy
ADELPHIA COMMS: Court OKs Atty. Fees for Creditor Dispute
ADOBE TRUCKING: Case Summary & 20 Largest Unsecured Creditors

ADVANCED MICRO: Fitch Upgrades Issuer Default Rating to 'B'
AERIE RESORT: Attracting Bids After Receiver Cuts Asking Price
AFFINITY GROUP: Prices $333-Mil. Sr. Notes at 97.902
AGA MEDICAL: Moody's Confirms 'B3' Corporate Family Rating
ALOHA AIRLINES: Ch. 7 Trustee Seeks to Revise IP Sale Deal

AMBAC ASSURANCE: Moody's Confirms 'Caa2' Financial Strength Rating
AMBAC FIN'L: AAC Considered for Liquidation, Officials Say
AMERICAN MEDIA: Proposes to Tap Ordinary Course Professionals
AMERICAN MEDIA: Schedules Deadline Extended to January 3
AMERICAN MEDIA: Wins Approval for Kurtzman as Claims Agent

AMERICAN SAFETY: Seeks More Time to Close Sale, File Plan
ASARCO LLC: Arthur Andersen Says Claim Valid, Timely
ASARCO LLC: Plan Admin. Wants Ruling on Interest Limitations
ASARCO LLC: Wants District Court to Hear Arellano PI Claim
ASCEND LEARNING: S&P Assigns 'B' Corporate Credit Rating

AUTOMOTIVE OPERATIONS: S&P Downgrades Corp. Credit Rating to 'CC'
AUTOTRADER.COM INC: S&P Assigns 'BB+' Rating on $950 Mil. Loan
BANKATLANTIC BANCORP: Incurs $25 Mil. Net Loss in Sept. 30 Qtr.
BERNARD MADOFF: Trustee Files $2 Billion Lawsuit vs. UBS
BERNARD MADOFF: UBS Calls $2 Billion Suit 'Unfounded'

BANKUNITED FINANCIAL: Files Ch. 11 Plan Backed by New Investor
BANNING LEWIS: Colorado Springs Wants Venue Change
BIOSCRIP INC: Moody's Reviews 'B2' Corporate Family Ratings
BOSTON GENERATING: Court Approves Sale to Constellation Energy
CANO PETROLEUM: Needs to Submit NYSE Compliance Plan by Dec. 10

CAPITOL CITY: Q3 Net Profit at $396,000; Bank "Under Capitalized"
CASA DEL SOL: Case Summary & Largest Unsecured Creditor
CASCADE BANCORP: To Raise $177 Million from Sale of Stock
CCC TRUCKING: Case Summary & 13 Largest Unsecured Creditors
CLAIM JUMPER: To Lay Off 400 Employees in California

CLEAN DIESEL: Catalytic Solutions Has Forbearance Until Jan. 2011
CNOSSEN DAIRY: Wants to Use Wells Fargo's Cash Collateral
COATES INT'L: Incurs $502,094 Net Loss in September 30 Quarter
COCONUT CREEK DEV'T: Obtains Forbearance From BofA-Led Lenders
COLONIAL BANCGROUP: Committee Balks at FDIC Plan to Take Deposits

COLONIAL CONSTRUCTION: Case Summary & Creditors List
COLONIAL READY: Case Summary & 20 Largest Unsecured Creditors
COMMONWEALTH BIOTECH: Posts $238,000 Net Loss in Third Quarter
CONCENTRA INC: Debt Repayment Won't Affect Moody's 'B2' Rating
CREDIT-BASED ASSET: Seeks to Reject Co-Founders' Employment Deals

CRYSTALLEX INTERNATIONAL: Posts $9.3 Million Net Loss in Q3 2010
CULLMAN REGIONAL: Moody's Cuts Rating on $69 Mil. Bonds to 'Ba1'
DANCING BEAR: Case Summary & Largest Unsecured Creditor
DAVID SARINANA: Case Summary & 19 Largest Unsecured Creditors
DEARBORN BANCORP: Earns $631,000 in Q3; Bank Under-Capitalized

DELPHI CORP: 2 Ex-Officers Remain in Trial in SEC Fraud Case
DELPHI CORP: DPH Resolves Disputes With FKMT
DELPHI CORP: DPH Wants Injunction vs. Bond Trustees
DEVELOPING EQUITIES: Case Summary & Largest Unsecured Creditor
DIVERSIFIED INDUSTRIES: To Submit Proposal Under BIA to Creditors

DREIER LLP: Bankruptcy Trustee Sues Investors to Recover $42-Mil.
DRYSHIPS INC: Widens Net Income to $49-Mil. in Q3 2010
DTS, L.C.: Case Summary & 14 Largest Unsecured Creditors
EMPIRE LAND: CEO & Other Officers Can Use D&O Policy
E.R.T. SALES: Has Deal to Sell to MacNaughton and Kobayashi JV

ESCALON MEDICAL: Posts $649,200 Net Loss in September 30 Quarter
EVERGREEN ENERGY: Posts $5 Million Net Loss in Q3 2010
FAIRFIELD SENTRY: Venue for Clawback Suits Now Lies in Court
FLORIDA GRANDE: Auction & Sale Hearing Scheduled for Dec. 14
FULL CIRCLE: Can Access SunTrust Bank's Cash Until December 7

FULL CIRCLE: U.S. Trustee Forms Five-Member Creditors Committee
FULL CIRCLE: Committee Taps Volpe Bajalia as Bankruptcy Counsel
FUSION TELECOMMUNICATIONS: Posts $1.25MM Loss in Third Quarter
GAS CITY: Proofs of Claim Must Be Filed by December 31
GENERAL MOTORS: B. Kidwell Asserts Contempt of Order by New GM

GENERAL MOTORS: Old GM Settles Environ. Conservation's Claims
GENERAL MOTORS: To Invest $163MM, Retain 184 Jobs in Three Plants
GLAZIER GROUP: Section 341(a) Meeting Scheduled for Dec. 17
GLAZIER GROUP: Court Extends Filing of Schedules Until Dec. 29
GLAZIER GROUP: Has  Interim OK to Use GECC's Cash Collateral

GOTTSCHALKS INC: Proposes to Hire Collections Agent for Vendors
GREENWICH SENTRY: Files List of 2 Largest Unsecured Creditors
GREENWICH SENTRY: Taps Wollmuth Maher as Bankruptcy Counsel
GULFSTREAM INT'L: Wants to Sell Assets as Plane Leases Expiring
HARBOR POINTE: Receiver Authorized to Close Living Facility

HARRISBURG, PA: Cravath's Zumbro Appears Before City Council
HEALTH NET: Fitch Retains Evolving Watch on 'BB-' Issuer Rating
INN AT MISSOURI: Bankr. Court OKs Dismissal of Reorganization Case
INNKEEPERS USA: Midland Balks at Kirkland's $1.6MM Fee Bid
INSTACARE CORP: Reports $138,289 Net Income in Third Quarter

INTEGRATED BIOHPHARMA: Lowers Net Loss to $1,000 in Sept. 30 Qtr.
INTERNATIONAL BARRIER: Earns $46,300 in September 30 Quarter
INTERNATIONAL FUEL: Sept. 30 Balance Sheet Upside-Down by $224,000
IVAN CHEUNG: Case Summary & 17 Largest Unsecured Creditors
JAMES WALLACE: Case Summary & 20 Largest Unsecured Creditors

JENNIFER CONVERTIBLES: New Plan Offers 90% Stake to Creditor
JERRY HAWKINS: Case Summary & 20 Largest Unsecured Creditors
JOHN KEMP: Physical Possession Required to Sue on Mortgage Note
LACK'S STORES: Taps Vinson & Elkins as Bankruptcy Counsel
LACK'S STORES: Wants Kurtzman Carson as Notice & Claims Agent

LACK'S STORES: Wants Huron Consulting as Financial Advisor
LASER EYE: Case Summary & 14 Largest Unsecured Creditors
LOEHMANN'S HOLDINGS: Has Plan Deal with Istithmar, Noteholders
LONGYEAR PROPERTIES: Files Schedules of Assets and Liabilities
MCINTOSH BANCSHARES: Q3 Loss at $1.64MM; Bank Undercapitalized

MESA AIR: Objects to U.S. Bank's Admin. Claims for Plane Leases
MESA AIR: Wins Approval of Disclosure Statement
MESA AIR: Wins Approval of New Code-Share Pact With USAir
METROPOLITAN 885: Court Sets December 21 General Claims Bar Date
METROPOLITAN 885: Gets Court's Interim Nod to Use Cash Collateral

METROPOLITAN 885: To Seek Approval of Prepack Plan on Dec. 22
MPM TECHNOLOGIES: Incurs $422,268 Net Loss for September 30 Qtr.
MTR LEASING: Section 341(a) Meeting Scheduled for Jan. 11
M-WISE INC: Delays Filing Form 10-Q for Sept. 30 Quarter
NORTHWEST AIRLINES: Breakdown of $888M Payout Fair, Union Says

OMNIRELIANT HOLDINGS: Posts $9.3MM Net Loss in Sept. 30 Quarter
ORLEANS HOMEBUILDERS: To Meet Lenders Nov. 29 for Exit Financing
ORLEANS HOMEBUILDERS: Expects Confirmation of Ch. 11 Plan
OWENS CORNING: Opposes Reopening of Cases for Asbestos Trusts
OWENS CORNING: PI Trusts Seek Injunction vs. All Discovery

PALATIN TECHNOLOGIES: Posts $4.6MM Loss in Q1 Ended September 30
PALETTA GROUP: Radisson Hecla Sent to Receivership by Canada Bank
PALM HARBOR: Posts $10.9 Million Net Loss in Q2 Ended September 24
PATIENT SAFETY: Swings to $976,738 in 3rd Quarter 2010
PEARLAND SUNRISE: Taps Frank B. Lyon to Handle Reorganization Case

PEARLAND SUNRISE: Files Schedules of Assets and Liabilities
PLC SYSTEMS: Posts $5,000 Net Loss in September 30 Quarter
PRIUM TUMWATER: To Lose Asset to Foreclosure; Case Dismissed
PURESPECTRUM INC: Lender Defers Foreclosure Until December 20
RADIO ONE: Completes Exchange Offer for Sr. Subord. Notes

SANTA YSABEL RANCH: Foreclosure Postponed; Forbearance Mulled
SCHUTT SPORTS: Kranos to Lead Auction for Helmet Business
SEP RIVERPARK: Taps G. Rudy Hiersche, Jr. as Bankruptcy Counsel
SHUBH HOTELS PITTSBURGH: To Become Wyndham Grand Hotel
SOJO, LLC: Case Summary & 20 Largest Unsecured Creditors

STUDIO ONE: Posts $1.4 Million Net Loss in September 30 Quarter
SUNRISE REAL: Incurs $24,877 Net Loss in September 30 Quarter
TELTRONICS INC: Incurs $92,000 Net Loss in September 30 Quarter
TEMPUS RESORTS: Wants $6.5-Mil. DIP Financing From Tempus
THE INT'L BANKING: Bahrain Lawyers Can't Void U.S. Rulings

TIB FINANCIAL: Widens Net Loss to $33.7MM in Q3 2010
TITAN ENERGY: Posts $1.24MM Net Loss for September 30 Quarter
TN-K ENERGY: Swings to $270,500 Profit in Third Quarter 2010
UNILAVA CORP: Delays Filing of Quarterly Report on Form 10-Q
UPHOLSTERY ARTS: Closes Doors; Sent to Receivership in Vancouver

US AIRWAYS: Code-Share Pact With Mesa Air Extended Until 2015
US AIRWAYS: Reports October Traffic Results
US AIRWAYS: Three Directors Acquire 309,000 Shares
VALLEJO, CA: Unsecureds to Recoup 5 or 10 Cents Under Draft Plan
VITRO SAB: Petitioners Want U.S. Units Excluded From Parent

WANNADO CITY: Closes Doors After Six Years in Operation
WASHINGTON MUTUAL: Tricadia Seeks to Preserve $17-Bln Tax Claim
WESTLAND PARCEL: Files List of 20 Largest Unsecured Creditors
WESTLAND PARCEL: Files Schedules of Assets & Liabilities
WESTLAND PARCEL: Section 341(a) Meeting Scheduled for Dec. 22

WJO INC: Court Extends Filing of Schedules Until Dec. 13
WJO INC: Files List of 20 Largest Unsecured Creditors
WJO INC: Gets Court's Interim OK to Use Tristate's Cash Collateral
YRC WORLDWIDE: Units Seek Dismissal of ABF Lawsuit

* Moody's Predicts More Bankruptcies for Hospitals in New Jersey
* Other Federal Bank Regulators Should Follow FDIC, Says CRL Head

* Berger Singerman's Brian Rich Elected to N.D. Bankr. Bar Board

* Chapter 11 Cases with Assets & Liabilities Below $1,000,000

                            *********

5 STAR, INC.: Case Summary & 21 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: 5 Star, Inc.
        130 Shannon Drive
        Nampa, ID 83686
        Tel: (208) 442-0800

Bankruptcy Case No.: 10-03835

Chapter 11 Petition Date: November 22, 2010

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

Debtor's Counsel: Richard D. Himberger, Esq.
                  HIMBERGER LAW OFFICES, CHARTERED
                  575 E. Park Center Boulevard, Suite 100
                  Boise, ID 83706
                  Tel: (208) 336-8442
                  Fax: (208) 336-1690
                  E-mail: rdh@himbergerlaw.com

Estimated Assets: $1,949,223

Estimated Debts: $2,031,428

A list of the Company's 21 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/idb10-03835.pdf

The petition was signed by Subhash C. Banga aka Jhon Bang,
president.


7677 BERRY: Plan Rejected; To Liquidate Under Chapter 7
-------------------------------------------------------
Paula Moore at Denver Business Journal, citing court documents,
reports that Chapter 11 bankruptcy reorganization of The
Landmark's developer, 7677 East Berry Avenue Associates LP, was
converted to a Chapter 7 liquidation after secured creditors led
by Hypo Real Estate Capital Corp. of New York rejected the
Company's reorganization plan.  Miller Fishman Group LLC of Denver
was named receiver in the Company's Chapter 7 case, according to
the report.

                       About 7677 East Berry

7677 East Berry Avenue Associates, L.P., and two other affiliates
-- Everest Holdings, LLC -- filed for Chapter 11 on __, 2009
(Bankr. D. Col. Case No. 09-28000).  Brownstein Hyatt Farber
Schreck, LLP, serves as counsel for the Debtors.

7677, a Delaware limited partnership, develops and operates a
luxury residential, retail, and entertainment development in
Greenwood Village, Colorado.  The Project includes two residential
condominium towers, The Landmark (which opened in 2004) and The
Meridian (which opened in 2007). Neither tower is fully occupied
and sales efforts for both towers are ongoing.

EDC Denver is the general partner of 7677 and Everest Holdings is
the sole member of EDC Denver.  Zach Davidson is the manager of
both EDC Denver and Everest Holdings.


ABITIBIBOWATER INC: To Go Green After Leaving Bankruptcy
--------------------------------------------------------
AbitibiBowater Inc. is planning to get into environmentally
friendly businesses such as alternative energy and biofuels after
leaving bankruptcy protection in the next few weeks, The Globe &
Mail reported, citing Chief Executive Officer David Paterson.  Mr.
Paterson said the Company may invest in biomass energy production,
increase recycled paper content and the boost the efficiency of
power generation, according to the report.

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.

The U.S. Bankruptcy Court issued an opinion confirming
AbitibiBowater's plan of reorganization under chapter 11 of the
U.S. Bankruptcy Code on November 22.  The Debtor also obtained
approval of its reorganization plan under the Canadian Companies'
Creditors Arrangement Act.  AbitibiBowater expects to emerge and
its plans to become effective in December.


ADELPHIA COMMS: Court OKs Atty. Fees for Creditor Dispute
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. Bankruptcy Judge Robert E. Gerber ruled last
week in the long-completed liquidation of Adelphia Communications
Corp. that creditors can be reimbursed by a bankrupt company for
reasonable attorneys' fees spent fighting each other and the
debtor, if a Chapter 11 plan so provides.

Mr. Rochelle relates that to break a stalemate among creditors who
couldn't decide how to carve up the company in a Chapter 11 plan,
Adelphia sold the business, allowing the contending creditor
groups to continue fighting over a pot of money.  Through
mediation, the creditor groups agreed with Adelphia on a plan that
split up the sale proceeds.  A significant provision in the
settlement agreement and the resulting Chapter 11 plan called for
individual creditors to be reimbursed for their "reasonable"
attorneys' fees spent fighting each other and Adelphia.  When
Judge Gerber confirmed the plan, he reserved judgment on whether
bankruptcy law allows reimbursement for individual creditors'
expenses where the work did not benefit the estate.

Surveying the U.S. Bankruptcy Code in his Nov. 18 opinion, Judge
Gerber said that reimbursement wasn't prohibited under a plan so
long as payments are "reasonable."  In turn, a fee isn't
automatically reasonable simply because it was "incurred to
increase one's share of the pie," according to Judge Gerber, Mr.
Rochelle reported.

Mr. Rochelle notes that Judge Gerber, in his 30-page opinion,
outlined the limits of what is reasonable.  Judge Gerber said that
creditors are not entitled to recover for "activities that go
beyond normal advocacy or negotiation, that represent scorched
earth tactics, or that are abusive, irresponsible, or destructive
to the estate."

                   About Adelphia Communications

Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation was once the fifth-biggest cable company.  Adelphia
served customers in 30 states and Puerto Rico, and offers analog
and digital video services, Internet access and other advanced
services over its broadband networks.

Adelphia collapsed in 2002 after disclosing that founder John
Rigas and his family owed $2.3 billion in off-balance-sheet debt
on bank loans taken jointly with the company.  Mr. Rigas is
serving 12 years in prison, and his son Timothy is serving 15
years.

Adelphia Communications and its more than 200 affiliates filed for
Chapter 11 protection in the Southern District of New York on June
25, 2002.  Those cases are jointly administered under case number
02-41729.  Willkie Farr & Gallagher represented the Debtors in
their restructuring effort.  PricewaterhouseCoopers served as the
Debtors' financial advisor.  Kasowitz, Benson, Torres & Friedman,
LLP, and Klee, Tuchin, Bogdanoff & Stern LLP represented the
Official Committee of Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Managed Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC.  The RME Debtors filed for Chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through
06-10642).  Their cases were jointly administered under Adelphia
Communications and its debtor-affiliates' Chapter 11 cases.

The Bankruptcy Court confirmed the Debtors' Joint Chapter 11 Plan
of Reorganization on Jan. 5, 2007.  That plan became effective on
Feb. 13, 2007.

                    About Adelphia Recovery Trust

The Adelphia Recovery Trust is a Delaware Statutory Trust formed
pursuant to the First Modified Fifth Amended Joint Chapter 11 Plan
of Reorganization of Adelphia Communications Corporation and
Certain Affiliated Debtors, which became effective February 13,
2007.  The Trust holds certain litigation claims transferred
pursuant to the Plan against various third parties and exists to
prosecute the causes of action transferred to it for the benefit
of holders of Trust interests.


ADOBE TRUCKING: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Adobe Trucking, Inc.
        960 S. Pagewood
        Odessa, TX 79762

Bankruptcy Case No.: 10-70353

Chapter 11 Petition Date: November 23, 2010

Court: United States Bankruptcy Court
       Western District of Texas (Midland)

Judge: Ronald B. King

Debtor's Counsel: Wiley France James, III, Esq.
                  JAMES & HAUGLAND, P.C.
                  P.O. Box 1770
                  El Paso, TX 79949-1770
                  Tel: (915) 532-3911
                  Fax: (915) 541-6440
                  E-mail: wjames@jghpc.com

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

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

The petition was signed by Larry V. Bohannon, president.

Debtor's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------

Adobe Oilfield            Loans                  $1,675,822
Services, Inc.
P.O. Box 12490
Odessa, TX 79768

PNC Bank, National        Loans                  $849,900
Association
2100 Ross Avenue,
Suite 1850
Dallas, TX 75201

High Point                Collection             $388,610
Investments, LLC
407 North Big Spring
Suite 240
Midland, TX 79701

Quality Truck             Collection             $37,834
Tires, Inc.

Larry V. Bohannon         Loans                  $31,069

Mesquite Bean Properties  Loans                  $20,000

Ector County Appraisal    Taxes                  $14,340
District

Joe Jackson               Collection             $7,000

Adobe Ironworks           Loans                  $6,838

Interstate Batteries      Collection             $1,864

Interprise Rent-a-Car     Collection             $563

Eagle Propane &           Collection             $430
Fuels, LLC

Joe L. Wallace, MD, PA    Collection             $285

Antelope Energy Company   Collection             $274

Safety-Kleen              Collection             $269

Bruckner Truck            Collection             $265
Sales, Inc.

Chris Baker, LPT          Collection             $253

Gardendale Water Co.      Collection             $15

Permian Tractor           Collection             $6
Sales, Inc.

M&I Business Credit, LLC  Notice Only            $0


ADVANCED MICRO: Fitch Upgrades Issuer Default Rating to 'B'
-----------------------------------------------------------
Fitch Ratings has upgraded this Issuer Default Rating and
outstanding debt rating for Advanced Micro Devices Inc.:

  -- Long-term IDR to 'B' from 'B-';
  -- Senior unsecured debt upgraded to 'B+/RR3' from 'B-/RR4'.

The Rating Outlook is Stable.  Fitch's actions affect
approximately $2.2 billion of total debt.

The rating and Outlook reflects:

  -- Higher operating profitability, which Fitch believes is more
     sustainable from lower operating expenses following AMD's
     restructuring actions taken over the past two years; and

  -- Strengthening free cash flow profile from meaningfully
     reduced capital spending.

Fitch expects that AMD's fixed cost reductions over the past two
years and outsourced manufacturing model should enable the company
to maintain operating profitability at higher than historical
levels.  Fitch estimates AMD's operating income will remain in the
mid to high single digits beyond the near-term, versus operating
losses in each of the past three years.  This incorporates Fitch's
expectation that AMD's outsourced manufacturing model will yield
more consistent gross margins in the range of 40%-45%.  Fitch also
believes AMD's technology roadmap, including its converged micro
and graphics processor devices, could strengthen the company's
competitiveness in more profitable markets, resulting in a richer
sales mix.

As a result, Fitch expects annual operating EBITDA will remain
near $1 billion over the intermediate-term versus $250 million as
recently as 2007.  Despite these positive operating trends, Fitch
anticipates AMD's operating performance will remain cyclical and
subject to meaningful selling price erosion and weaker than
expected demand from technological obsolescence, driven by Intel
Corp.'s superior financial flexibility and cumulative investment
advantage.  Fitch believes AMD's longer-term market share of the
microprocessor market will remain near 20% and growth in certain
markets, particularly consumer notebooks, may be tempered by
robust growth of smaller form factor mobile devices (i.e.
tablets), markets in which AMD currently has limited share.

In conjunction with higher profitability, Fitch believes AMD's
free cash flow profile has strengthened from meaningfully lower
annual capital spending requirements following AMD's formation of
its manufacturing joint venture, GLOBALFOUNDRIES.  Annual capital
spending requirements are $150 million-$250 million, versus an
average of more than $1 billion over the last four years.  As a
result, Fitch estimates AMD could generate modestly positive free
cash flow in 2010 and more than $250 million of annual free cash
flow beyond the near term.

As part of AMD's agreements related to GF, the company will likely
continue to not participate in capital calls to fund capital
expenditures at GF.  AMD's foundry partner, Advanced Technology
Investment Corporation, is required to fund its pro rata share of
quarterly capital calls, as well as the portion AMD elects not to
fund.  This results in the ongoing dilution of AMD's economic
ownership in GF.  As a result, AMD's lower ongoing annual capital
spending requirements are primarily for maintenance.  Fitch
expects AMD's 2011 capital spending budget of approximately
$220 million to be one-time in nature and provide for retooling
AMD's assembly and test facility for volume production of
accelerated processing units.

Despite the positive impact of its outsourcing relationship with
GF on AMD's free cash flow profile, Fitch believes AMD's reliance
on GF as its sole supplier of front end manufacturing for
microprocessors, which continues to represent the majority of
AMD's total sales, is a meaningful intermediate-term concern.
Audited financial statements for the JV are not publicly available
even as GF aggressively expands capacity and technological
capabilities in a race with foundry market leader, Taiwan
Semiconductor Manufacturing Corporation, Samsung Semiconductor,
Inc., and other established foundries for technology leadership
within a consolidating market.  GF aspires to double 2010 sales
(an AMD reported approximately $2.5 billion for the first three
quarters of 2010) by the end of 2012.  Fitch believes this
heightens execution risk by requiring the simultaneous development
of multiple process technologies.

Pursuant to the Funding Agreement related to GF, ATIC committed to
additional equity funding $3.6 billion to $6 billion in phases
through roughly 2010, of which Fitch estimates ATIC has provided
$637 million in 2010.  Nonetheless, Fitch remains unclear about
ATIC's longer-term commitment should GF stumble along its
technology roadmap or be meaningfully out-invested by competitors,
reducing the probability of GF achieving or maintaining technology
leadership.  Were ATIC to limit equity contributions to the lower
end of the committed range, Fitch believes AMD could be compelled
to support capital spending at GF while shopping for an alternate
partner or transferring production to another foundry.  Fitch
believes this process could take up to one year and result in the
resumption of significant cash usage over the pro forma short-
term.  Nonetheless, the ratings and outlook incorporate Fitch's
belief that GF's current sales growth and growth objectives
mitigate the potential for GF experiencing distress over the near-
term.

The ratings continue to be supported by:

  -- AMD's essential role within the microprocessor market as a
     credible second source supplier;

  -- Increasingly diversified product and customer portfolio,
     including design wins with all major personal computer
     original equipment manufacturers and solid momentum in
     graphics processing units; and

  -- Improving operating performance and free cash flow profile.

Ratings concerns continue to center on:

  -- Intel's ongoing dominance of the microprocessor market,
     resulting in superior financial flexibility that Fitch
     believes will enable Intel to maintain its cost and
     technology leadership over the longer-term;

  -- AMD's greater than industry average R&D investment
     requirements, which Fitch believes will remain higher than
     20% of sales; and

  -- AMD's reliance on GF as its sole provider of front end
     manufacturing capacity for MPUs.

Fitch may take negative rating actions if AMD continues to use
cash despite its lower capital intensity.  Fitch believes this
scenario would be driven by meaningfully weaker than anticipated
commercial acceptance of next generation products and suggesting a
failing technology roadmap or execution missteps at its foundry
partner.  Conversely, Fitch may take additional positive rating
actions on stronger than anticipated annual free cash flow used to
reduce AMD's net debt position or diversification of its foundry
suppliers.

While more subdued consumer spending is expected to slow personal
computer unit growth in fourth quarter-2010 (4Q'10), Fitch still
believes AMD's revenues will grow 20% to a record approximately
$6.5 billion from approximately $5.4 billion in 2009.  Aside from
overall recovering end markets, AMD's stronger graphics processing
capabilities, increased customer penetration in the notebook
microprocessor market, and robust indirect channel sales in China
drove sales growth.  Importantly, average selling prices remained
relatively stable, supporting the competitiveness of AMD's current
technology offerings and healthy inventory levels.  Beyond 2010,
Fitch believes consumer caution will continue but that solid
growth in developing economies, particularly China, and the
company's richer sales mix products should support at least low to
mid single digit revenue growth in 2011 and 2012.

Fitch believes AMD's ongoing ability to execute on its next
generation product roadmap remains a highly significant variable
to AMD's revenue picture.  However, GF sharing in the development
of leading edge capabilities should reduce this execution risk.
Along with the aforementioned cost reductions, AMD should be able
to maintain lower absolute levels of R&D and achieve break even
operating profitability at current sales levels and gross margins
at the lower end of the recent 40%-45% range.  As a result, higher
and more consistent profitability within the context of lower debt
levels than a year ago should yield strengthened albeit still
cyclical credit protection measures.  Fitch estimates total
leverage (total debt to operating EBITDA) will end 2010 below 3x
with interest coverage (operating EBITDA to interest expense) at
greater than 4x.

Fitch believes AMD's liquidity as of September 25, 2010, was
adequate and consisted of approximately $1.7 billion of cash and
cash equivalents.  AMD has no revolving credit facility.  While
historically meaningfully negative, Fitch estimates annual free
cash flow will augment liquidity in the near-term, driven by
higher profitability and healthy inventory levels.

Total debt was $2.2 billion as of September 25, 2010, consisting
primarily of:

  -- $485 million of 5.75% senior unsecured convertible notes due
     2012;

  -- $780 million of 6.0% senior unsecured convertible notes due
     2015 (par amount excluding effect of associated discounts);

  -- $500 million of 8.125% senior unsecured notes due 2017 (par
     amount excluding effect of associated discounts);

  -- $500 million of 7.75% senior unsecured notes due 2020.

AMD's Recovery Ratings reflect Fitch's belief that the company
would be reorganized rather than liquidated in a bankruptcy
scenario.  This is given Fitch's estimates that AMD's
reorganization value of approximately $2.5 billion exceeds a
projected liquidation value.  Furthermore, Fitch believes AMD's
role as a credible viable alternative microprocessor supplier to
Intel also supports reorganization rather than liquidation of AMD
in a bankruptcy scenario.  To arrive at a reorganization value,
Fitch assumes a 5x reorganization multiple, and applies it to its
estimate of distressed operating EBITDA of $300 million, which
covers estimated annual fixed charges, resulting in an adjusted
reorganization value of $1.5 billion after subtracting
administrative claims.


AERIE RESORT: Attracting Bids After Receiver Cuts Asking Price
--------------------------------------------------------------
The Victoria Times Colonist reports that the Aerie Resort has
attracted interest from Canadian and international buyers after
its asking price was reduced by $1 million.  The report relates
agent Randy Holt of DTZ Barnicke said that he is optimistic that a
sale will take place soon.

According to the report, the current asking price of $5.9 million
is down from the $6.9 million set when the luxury hotel went on
the market in April after going into receivership.

"It was clear we were not getting traction at a number close to
the original asking price.  So we obtained instructions from the
receiver to drop it accordingly," the report quoted Mr. Holt as
saying.  "We have had a better response in terms of activity,
although it is still not done yet.  We certainly have players
actively looking at it," he added.

The report notes that interest has come from within Canada as well
as the United States and a U.K. group.

Maria Schuster, the report says, closed the Aerie in November
following three difficult years.  A sale must be approved by the
courts.

Aerie Resort is a luxury hotel on the Malahat, British Columbia.
The hotel is set on 33 hectares and includes three buildings with
35 guest rooms.  Glover-Drennan is the receiver of the property.


AFFINITY GROUP: Prices $333-Mil. Sr. Notes at 97.902
----------------------------------------------------
Affinity Group Inc. priced an offering of $333 million in 11.5%
senior secured notes due 2016 at an issue price of 97.902.  The
funding is set to occur Nov. 30, and the proceeds of the issuance
will be used to repay all of the group's outstanding indebtedness
and extend the maturity of all the company's funded debt for six
years, according to AGI President and CEO Mike Schneider.

                       About Affinity Group

Ventura, Calif.-based Affinity Group Holding, Inc. is a holding
company and the direct parent of Affinity Group, Inc.  The Company
is an indirect wholly-owned subsidiary of AGI Holding Corp
("AGHC"), a privately-owned corporation.  The Company is a member-
based direct marketing organization targeting North American
recreational vehicle ("RV") owners and outdoor enthusiasts.  The
Company operates through three principal lines of business,
consisting of (i) club memberships and related products and
services, (ii) subscription magazines and other publications
including directories, and (iii) specialty merchandise sold
primarily through its 78 Camping World retail stores, mail order
catalogs and the Internet.

                           *     *     *

Affinity Group Inc. carries 'B3' long term corporate family and
probability of default ratings, with 'stable' outlook, from
Moody's Investors Service.

As reported in the Troubled Company Reporter on November 9, 2010,
Standard & Poor's Ratings Services assigned Affinity Group Inc.'s
proposed $325 million senior secured notes due 2016 its
preliminary 'B-' issue-level rating.  Following the close of the
proposed transaction, S&P expects to assign a 'B-' corporate
credit rating to Affinity Group Inc., and withdraw S&P's current
'D' corporate credit rating on Affinity Group Holding Inc.  A
portion of the proceeds of the new notes will be used, in
conjunction with cash contributions from Holding's parent, to
repay in full $88 million of senior notes that are currently
outstanding at Holding.

S&P said the expected 'B-'corporate credit rating on Affinity
Group reflects S&P's expectation that, following the proposed
refinancing transaction, adjusted debt leverage will be reduced by
about 1x, the company will not have any meaningful near-term debt
maturities, and the company will generate some discretionary cash
flow (albeit minimal).  Still, credit measures will remain
relatively weak, as adjusted debt leverage will remain above 6.0x
(S&P's operating lease adjustment adds about a turn to leverage),
and S&P expects interest coverage to remain in the low- to mid-
1.0x area over the intermediate term.


AGA MEDICAL: Moody's Confirms 'B3' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service confirmed AGA Medical Corporation's
ratings including the company's B3 corporate family and
probability of default ratings.  This concludes the review
initiated on October 18, 2010 when the acquisition of AGA by St.
Jude Medical (rated Baa1) was announced.  On November 18, 2010,
St. Jude announced that it has successfully completed the
acquisition and Moody's expect AGA's debt to be fully repaid.

These rating actions were taken:

  -- Corporate family rating, confirmed at B3;

  -- Probability of default rating, confirmed at B3;

  -- Revolving credit facility, confirmed at B2, LGD assessment
     changed to LGD3, 42% from LGD3, 41%;

  -- Term loan, confirmed at B2, LGD assessment changed to LGD3,
     42% from LGD3, 41%;

The rating outlook is positive.

Upon confirmation of the repayment of AGA's debt, Moody's will
withdraw all of the ratings of AGA Medical.

AGA Medical Corporation, headquartered in Plymouth, Minnesota,
is a manufacturer of minimally invasive nitinol-based occlusion
devices for the treatment of cardiovascular defects and
peripheral vascular disease.  The company generated approximately
$210 million in revenues for the twelve months ended September 30,
2010.


ALOHA AIRLINES: Ch. 7 Trustee Seeks to Revise IP Sale Deal
----------------------------------------------------------
Bankruptcy Law360 reports that the Chapter 7 trustee for Aloha
Airlines Inc. has asked a bankruptcy judge to approve a revised
agreement to sell the Company's intellectual property assets to
the Yucaipa Corporate Initiatives Fund now that the fund has
dropped a licensing agreement with one-time rival Mesa Air Group
Inc.

                        About Aloha Airgroup

Based in Honolulu, Hawaii, Aloha Airgroup Inc., Aloha Airlines
Inc. -- http://www.alohaairlines.com/-- and its affiliates flew
passengers and freight to Hawaii's five major airports, as well as
to half a dozen destinations in the western U.S.  They operated a
fleet of about 20 aircraft, all Boeing 737s, including three
configured as freighters.

Aloha filed for Chapter 11 protection on Dec. 30, 2004 (Bankr. D.
Hawaii Case No. 04-03063), and emerged from Chapter 11 bankruptcy
protection in February 2006.

The Company and its affiliates filed again for Chapter 11
protection on March 18, 2008 (Bankr. D. Hawaii Lead Case No. 08-
00337).  Brian G. Rich, Esq., Jordi Guso, Esq., and Paul Steven
Singerman, Esq., at Berger Singerman P.A., and David C. Farmer,
Esq., represent the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors was represented by
Sonnenschein Nath & Rosenthal LLP and Bronster Hoshibata, A Law
Corporation.  The Debtors' schedules reflected total assets of
$74,600,000 against total liabilities of $197,100,000.

On April 29, 2008, the Court converted the Debtors' cases into
chapter 7 liquidation proceedings.  The next day, the U.S. Trustee
appointed Dane S. Field to serve as chapter 7 trustee for the
cases.  James Wagner, Esq., at Wagner Choi & Verbrugge, represents
Mr. Field.


AMBAC ASSURANCE: Moody's Confirms 'Caa2' Financial Strength Rating
------------------------------------------------------------------
Moody's Investors Service confirmed the Caa2 ratings of Ambac
Assurance Corporation and Ambac Assurance UK Limited, and changed
the outlook for AAC to developing and that for AUK to stable.  The
C rating for Ambac Financial Group was affirmed.

The rating action may have implications for certain transactions
wrapped by AAC and AUK, as discussed below.

                Rationale For Ratings And Outlooks

The rating action on AAC was prompted by the uncertainty resulting
from a recent request for information from the IRS and the
subsequent actions by Ambac and its regulator.  On October 28, the
IRS issued an Information Document Request in connection with
$700 million in tax refunds previously paid to Ambac.  The IDR and
its potential consequences may have prompted AFG, AAC's parent, to
accelerate its Chapter 11 filing on 8 November, to seek bankruptcy
protection.  As consolidated tax filers, AFG and AAC are jointly
and severally liable for taxes due.  On the same day, AAC's
regulator, the Wisconsin Office of the Commissioner of Insurance,
petitioned to the court to subordinate claims, including those
from IRS and AFG creditors, to all policyholders' claims, and
requested a temporary injunctive relief to freeze those claims.
The court ordered a 45-day injunctive relief on 8 November.

Moody's notes that the effect of these latest developments on
Ambac is unclear at this time, but that potential adverse
consequences could possibly derail some positive effect on the
general account policies from recent restructuring.  It may also
be some time before such issues are resolved.

                   Ambac Assurance Corporation

The developing outlook for the financial strength rating of AAC's
general account reflects the credit uncertainty brought by the
recent IRS inquiry and the possible lengthy resolution of any
dispute.  More visibility on credit issues such as the IRS claims,
if any, and its effect on the liquidity and claims paying ability
of AAC, should emerge over the next 3-12 months through various
court rulings.

Depending on the outcome of various lawsuits, AAC's rating could
either go up or down.  Moody's financial strength rating on AAC
speaks to general account policies.  The general account's credit
profile would improve if: a) tax liens are non-existent,
immaterial, or junior to policyholders' claims, and b) general
account policies are effectively senior to those of the segregated
account, as petitioned by OCI.  The potential for an upward rating
movement is tempered, however, by AAC's limited capital resources
relative to expected claims and expenses.  Lack of clarity about
OCI's intention to reallocate general account policies, especially
those that could generate losses, to the segregated account could
cloud the outlook for current general account policyholders.

AAC's financial strength may weaken should adverse outcomes
related to tax liens materialize.  This may derail the
rehabilitation by draining AAC's capital and liquidity resources.
As of end-Q3 2010, AAC's $5.6 billion investment portfolio had
$918 million in short-term, Agency and Treasury securities, and
$2.1 billion in municipal securities.  AFG's liquid assets totaled
about $63 million.  To mitigate potential liquidity stress, OCI
may choose to rehabilitate the whole AAC, not just the segregated
account.  While Moody's think this scenario is somewhat unlikely,
a full rehabilitation could cause severe collateral damage if it
triggers the terminations of CDS at mark to market.

                    Ambac Assurance UK Limited

The Caa2 insurance financial strength rating of AUK reflects the
firm's weak credit profile, in part resulting from potential
losses in insured portfolio, and the credit deterioration and
restructuring of AAC.  The stable outlook reflects the company's
meaningful future premium revenues and most likely back-loaded
expected claims payments.

AUK recently commuted its reinsurance and net worth maintenance
agreement with AAC, retaining future installment premiums but
forgoing any reinsurance receivables from AAC.  Pre-commutation,
under the plan of rehabilitation, reinsurance claims were
subordinated to policyholders' claims from the segregated account,
and were payable in junior surplus notes.

The company is not permitted to write any new policies as
requested by the FSA, its UK regulator, and has been in run-off
since 2008.  AUK is in breach of minimum regulatory capital
requirements, but has meaningful claims paying resources, mainly
from future installment premiums.

                    Ambac Financial Group, Inc

Ambac Financial Group's senior debt rating was affirmed at C,
reflecting the recent missed senior debt interest payment on 1
November, and the Chapter 11 bankruptcy.  Moody's expect
diminished recovery on AFG's debt, due to the holding company's
modest cash position, stress at AAC, potential tax liens, and
limited financial flexibility.

                Treatment Of Wrapped Transactions

Moody's ratings of securities that are guaranteed or "wrapped" by
a financial guarantor are generally maintained at a level equal to
the higher of these: a) the rating of the guarantor (if rated at
the investment grade level); or b) the published underlying rating
(and for structured securities, the published or unpublished
underlying rating).  Moody's approach to rating wrapped
transactions is outlined in its special comment, "Assignment of
Wrapped Ratings When Financial Guarantor Falls Below Investment
Grade" (May 2008); and its November 10, 2008 announcement,
"Moody's Modifies Approach to Rating Structured Finance Securities
Wrapped by Financial Guarantors."

In light of the rating actions on Ambac, Moody's will position the
ratings of wrapped transactions according to these criteria.  For
wrapped transactions whose ratings are withdrawn based on these
criteria, if the rating of Ambac should subsequently move back
into the investment grade range, or if Moody's should subsequently
publish the underlying rating, Moody's would reinstate the rating
to the wrapped instruments.

                     List of Rating Actions

These ratings have been confirmed:

* Ambac Assurance Corporation -- confirmed insurance financial
  strength at Caa2, outlook changed do developing;

* Ambac Assurance UK Limited -- confirmed insurance financial
  strength at Caa2, outlook changed to stable;

* Ambac Financial Group, Inc. -- affirmed senior unsecured debt at
  C, junior subordinated debt at C.

The last rating action related to Ambac was taken on March 26,
2010, when Moody's placed AAC's financial strength ratings on
review for possible upgrade and downgraded Ambac Financials'
ratings (senior debt to C).

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provide financial guarantees and
financial services to clients in both the public and private
sectors around the world.


AMBAC FIN'L: AAC Considered for Liquidation, Officials Say
----------------------------------------------------------
Ambac Assurance Company faced possible liquidation due to
increasing policy claims, a state official said on the second day
of hearing on the company's Rehabilitation Plan in Wisconsin,
Andrew M. Harris of Bloomberg News reports.

Roger A. Peterson, a director at the Bureau of Financial Analysis
and Examination, told Judge William D. Johnston of the Dane
County Circuit Court in Wisconsin that regulators considered
rehabilitating the entire company before electing to segregate
its $50 billion portfolio of asset-backed security policies.  "We
felt it was our duty to take regulatory action," Mr. Peterson
said.

The Rehabilitation Plan was proposed by Sean Dilweg from the
Office of the Commissioner of Insurance of the state of
Wisconsin.  The OCI is the appointed rehabilitator of the AAC
Segregated Account.  The Plan has drawn opposition from policy
claimholders and hedge funds that disagreed with the payment
scheme of their claims under the Plan.

Mr. Peterson was the second witness called in support of the
Plan.  Mr. Peterson pointed out that the alternatives of total-
company rehabilitation or liquidation would have triggered
defaults by other insureds, leading to litigation and greater
financial losses, Bloomberg News relates.  Those losses could
have totaled $1 billion to $3 billion, the OCI disclosed,
according to the report.

The OCI and Mr. Peterson named Sonic Corp., a restaurant chain
and Dunkin Brands Inc. for whom Ambac insured securitized
revenue, as among the companies that would have been affected by
AAC's total rehabilitation, Bloomberg notes.

"We took great pains that we understood the risks," Mr. Peterson
told Judge Johnston at the hearing.

AAC's holding company, Ambac Financial Group, Inc., is entangled
in a dispute with the Internal Revenue Service over AFG's
entitlement to tax refunds arising from $7 billion in net
operating losses.  The case is before the U.S. Bankruptcy Court
for the Southern District of New York.

Mr. Peterson clarified that while the Bureau's calculations for
payoff of the AAC Segregated Account claims rely on future net
operating losses, they are not premised on retaining the losses
at issue, Bloomberg states.

Mr. Peterson also told the Court that if the Plan is approved,
AAC may be able to resume processing claims as soon as January
2011 and begin making the cash portion payments in February,
Bloomberg specifies.

The OCI, the first witness at the hearing, said it was its
intention to treat Ambac policyholders fairly and equitably, the
report relays.

Bloomberg's Andrew Harris observed that during the cross-
examination, the OCI tried to distance himself from the company
and maintained that it serves the role of rehabilitator.

                        About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code in Manhattan (Bankr.
S.D.N.Y. Case No. 10-15973) on November 8, 2010.  Ambac said it
will continue to operate in the ordinary course of business as
"debtor-in-possession" under the jurisdiction of the Bankruptcy
Court and in accordance with the applicable provisions of the
Bankruptcy Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed $30.05 billion in total assets,
$31.47 billion in total liabilities, and a $1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of ($394.5 million) and total liabilities of
$1.6826 billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about $1.62 billion.

The Vanguard Group, Inc., holds 5.46% of the stock of Ambac and is
its largest shareholder.

Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L.
Padnos, Esq., at Dewey & LeBoeuf LLP represent the Debtor.  The
Blackstone Group LP is the Debtor's financial advisor.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

Bankruptcy Creditors' Service, Inc., publishes AMBAC BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Ambac Financial Group Inc.
(http://bankrupt.com/newsstand/or 215/945-7000)


AMERICAN MEDIA: Proposes to Tap Ordinary Course Professionals
-------------------------------------------------------------
American Media Inc. and its units employ various attorneys and
other professionals in the ordinary course of their businesses.
The Ordinary Course Professionals provide services for the Debtors
in a variety of matters unrelated to these Chapter 11 cases,
including legal services with regard to specialized areas of the
law, like corporate governance regulation, accounting services,
auditing and tax services, and certain consultants.  A list of the
Debtors' current OCPs is available for free at:

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

The Debtors also employ OCPs like public relations and
communications consultants, information technology consultants,
marketing and business consultants, trademark consultants, and
other service providers.  Although some of the Service Providers
have professional degrees and certifications, they provide
services to the Debtors that are integral to the day-to-day
operation of the Debtors' businesses and do not directly relate to
or materially affect the administration of the Chapter 11 cases.

The Debtors assert that the continued employment and compensation
of the OCPs and Service Providers is in the best interests of
their estates, creditors and other parties in interest.  Although
the Debtors anticipate that the OCPs and Service Providers will
wish to continue to represent the Debtors during the Chapter 11
cases, many would not be in a position to do so if the Debtors
could not pay them on a regular basis.  Without the background
knowledge, expertise and familiarity that the OCPs and Service
Providers have relative to the Debtors and their operations, the
Debtors tell the Court that they undoubtedly would incur
additional and unnecessary expenses in educating and retaining
replacement professionals.

Moreover, in light of the substantial number of OCPs and Service
Providers, and the significant costs associated with the
preparation of employment applications for professionals who will
receive relatively modest fees, the Debtors aver that it would be
impractical, inefficient and extremely costly for them and their
legal advisors to prepare and submit individual applications and
proposed retention orders for each OCP and Service Provider.

Although some of the OCPs and Service Providers may hold
relatively small unsecured claims against the Debtors in
connection with services rendered prepetition, the Debtors do not
believe that any of the OCPs or Service Providers has an interest
materially adverse to themselves, their creditors or other parties
in interest.

                     Proposed OCP Procedures

The Debtors have designed streamlined procedures for the retention
and compensation of OCPs after the Petition Date.  A full-text
copy of the Procedures is available for free at:

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

The OCP Procedures will permit the Debtors to employ OCPs upon the
filing of a declaration of disinterestedness and a brief objection
period for certain parties, including the U.S. Trustee for the
Southern District of New York and any statutory committee
appointed in these Chapter 11 cases.  Among other things, each
Declaration of Disinterestedness will state that the respective
OCP does not have any material interest adverse to the Debtors or
their estates.

The OCP Procedures further provide that all OCP fees and expenses,
excluding costs and disbursements, will not exceed $50,000 per
month and that each OCP's fees, excluding costs and disbursements,
will not exceed $300,000 in the aggregate for these Chapter 11
cases.  Additionally, the Debtors seek to reserve the right to
retain additional OCPs from time to time during these cases by
(a) including those OCPs on an amended version of the OCP List to
be filed with the Court and served on the Notice Parties and
(b) having those OCPs comply with the OCP Procedures.

                      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: Schedules Deadline Extended to January 3
--------------------------------------------------------
The U.S. Bankruptcy Court extended American Media Inc. and its
affiliates' deadline to file their schedules of assets and
liabilities and statements of financial affairs through January 3,
2011.  The extension is without prejudice to the Debtors' right to
request a further extension of time within which to file the
Schedules and Statements, and upon the consent of the U.S. Trustee
and submission of a certification of counsel, an extension may be
granted without further motion practice.

                      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: Wins Approval for Kurtzman as Claims Agent
----------------------------------------------------------
American Media Inc. and its affiliates seek the Bankruptcy Court's
authority to employ Kurtzman Carson Consultants LLC as their
notice and claims agent.  The Debtors relate that they chose KCC
based on its experience, reputation and the competitiveness of its
fees.

The Debtors anticipate that there will be approximately 3,000
creditors and other parties-in-interest in their Chapter 11 cases.
In view of the number of anticipated creditors and parties-in-
interest and the complexity of their businesses, the Debtors aver
that the appointment of KCC as Notice and Claims agent is
necessary.  Furthermore, the Debtors note, by appointing KCC as
Claims and Noticing Agent, the distribution of notices and the
processing of any claims filed in their Chapter 11 cases will be
expedited.

Pursuant to a Retention Agreement entered between American Media,
Inc., and KCC as of October 1, 2010, KCC will, among other things:

  (a) notify all potential creditors of the filing of the
      bankruptcy petitions, under the proper provisions of the
      Bankruptcy Code and the Federal Rules of Bankruptcy
      Procedure as determined by the Debtors' counsel;

  (b) prepare and serve required notices in the Chapter 11
      cases, including:

       (i) a notice of the commencement of the Chapter 11 cases;

      (ii) notices of objections to claims;

     (iii) notices of any hearings on the Disclosure Statement
           and confirmation of the Plan or other plans of
           reorganization;

      (iv) other miscellaneous notices as the Debtors or the
           Court may deem necessary or appropriate for an
           orderly administration of their Chapter 11 cases.

  (c) To the extent applicable, 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;

  (d) To the extent applicable, notify all potential creditors
      of the existence and amount of their respective claims as
      evidenced by the Debtors' books and records and as set
      forth in the Schedules;

  (e) To the extent applicable, furnish a notice of the last
      date for the filing of proofs of claim and a form for the
      filing of a proof of claim, after those notice and form
      are approved by the Court;

  (f) File with the Clerk's Office an affidavit or certificate
      of service which includes a copy of the notice, a list of
      persons to whom it was mailed, and the date mailed, within
      ten days of service;

  (g) To the extent applicable, docket all claims received by
      the Clerk's Office, maintain the official claims register
      for each Debtor on behalf of the Clerk's Office, and upon
      the request of the Clerk's Office, provide the Clerk's
      Office with certified duplicate, unofficial claims
      registers;

  (h) To the extent applicable, specify, in the applicable
      claims register, these information for each claims
      docketed:(i) the claim number assigned, (ii) the date
      received, (iii) the name and address of the claimant and
      agent, if applicable, who filed the claim, and (iv) the
      classifications of the claim;

  (i) Record all transfers of claims and provide any notices of
      those transfers as required by Rule 3001(e) of the Federal
      Rule of Bankruptcy Procedure;

  (j) To the extent applicable, relocate, by messenger, all of
      the court-filed proofs of claim to the offices of KCC, not
      less than weekly;

  (k) To the extent applicable, upon completion of the docketing
      process for all claims received to date for each case,
      turn over to the Clerk's Office copies of the claims
      register for review;

  (l) To the extent applicable, make changes in the claims
      register pursuant to orders of the Court;

  (m) To the extent applicable, maintain the official mailing
      list for each Debtor of all entities that have filed a
      proof of claim, which list will be available upon request
      by a party-in-interest or the Clerk's Office;

  (n) To the extent applicable, assist with, among other things,
      solicitation and calculation of votes and distribution as
      required in furtherance of confirmation of the plans of
      reorganization;

  (o) Ten days prior to the close of these cases, arrange to
      have submitted to the Court a proposed order dismissing
      the Notice and Claims Agent and terminating the services
      of that agent upon completion of its duties and
      responsibilities and upon the closing of these cases;

  (p) Provide other claims processing, noticing, and
      administrative services as may be requested from time to
      time by the Debtors;

  (q) To the extent applicable, file with the Court the final
      version of the claims register immediately before the
      close of the Chapter 11 cases; and

  (r) At the close of the case, box and transport all original
      documents, in proper format, as provided by the Clerk's
      Office, to the Federal Archives Record Administration,
      located at Central Plains Region, 200 Space Center Drive,
      Lee's Summit, MO 64064.

In addition, KCC will, among other things: (a) maintain and update
the master mailing lists of creditors; (b) to the extent
necessary, gather data in conjunction with the preparation of the
Debtors' Schedules; (c) track and administer any claims filed
during the pendency of the Chapter 11 cases; and (d) perform other
administrative tasks pertaining to the administration of the
Chapter 11 cases as may be requested by the Debtors or the Clerk's
Office in accordance with the terms of the Retention Agreement.

According to the Debtors, they have paid KCC a retainer of $15,000
prior to the Petition Date.

The Debtors will pay KCC in accordance with the Retention
Agreement.  The Debtors also agree to reimburse KCC of its out-of-
pocket expense in connection with the services under the Retention
Agreement, including but not limited to, transportation, lodging,
and meals.

Moreover, the Debtors will indemnify and hold harmless KCC, its
officers, employees and agents under certain circumstances, except
in circumstances of gross negligence or willful misconduct.

Albert H. Kass, vice president of Corporate Restructuring Services
at KCC, assures the Court that his firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                      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 SAFETY: Seeks More Time to Close Sale, File Plan
---------------------------------------------------------
American Safety Razor Co. and its affiliates ask the Bankruptcy
Court to enter an order extending their exclusive periods to file
a chapter 11 plan and solicit acceptances thereof to March 24,
2011 and May 24, 2011, respectively.

The Debtors say they will use the extension to consummate the sale
of their assets.

The Debtors note that they have completed the first step of
closing the sale of their assets -- obtaining the Bankruptcy
Court's approval.  The Debtors also have received antitrust
approval from the United States, German and Taiwanese regulatory
authorities.

Energizer Holdings, Inc., emerged as the winning bidder at an
auction for the Debtors' assets.  Energizer signed an agreement
with ASR to purchase substantially all of ASR's assets for
$301 million in cash and the assumption of certain liabilities.
The acquisition is subject to regulatory approval.

ASR initially didn't allow Energizer to bid at a previously
scheduled auction, claiming antitrust concerns might scotch a sale
and slow the disposition of the business.

After an order by the bankruptcy judge to allow Energizer to bid,
Energizer beat the offer by lenders RZR Acquisition Company, LLC,
RZR Holding Corporation, and USB AG, Stamford Branch to acquire
the assets in exchange for their debt.

A hearing on the requested extension is scheduled for December 22.
Objections are due December 15.

                       About American Safety

American Safety Razor Company, LLC, doing business as Personna
American Safety Razor, manufactures private-label shaving razors
and blades.  ASR also makes and distributes blades and bladed hand
tools for a variety of industrial uses and specialty industrial
and medical blades.  The Company has roots going back to 1875.

American Safety along with affiliates sought Chapter 11 relief
(Bankr. D. Del. Case No. 10-12351) on July 28, 2010.  Mark J.
Thompson, Esq., and Morris J. Massel, Esq., at Simpson Thacher
& Bartlett LLP, serve as bankruptcy attorneys.  Howard A. Cohen,
Esq., at Drinker Biddle & Reath LLP, is co-counsel.  In addition,
Lazard Middle Market LLC is the Debtor's investment banker and
Kurtzman Carson Consultants LLC is the claims and notice agent.

Kenneth A. Rosen, Esq., Sharon L. Levine, Esq., Wojciech F. Jung,
Esq., and Sean E. Quigley, Esq., at Lowenstein Sandler PC, in
Roseland, New Jersey, serve as counsel to the Official Committee
of Unsecured Creditors.  Michael DeBaecke, Esq., and Alan M. Root,
Esq., at Blank Rome LLP, in Wilmington, Delaware, also represent
the Committee.

American Safety disclosed $204,445,816 in assets and $530,809,101
in liabilities in its schedules.


ASARCO LLC: Arthur Andersen Says Claim Valid, Timely
----------------------------------------------------
Mark A. Roberts, in his capacity as Plan Administrator, asks the
bankruptcy court to disallow and extinguish Claim No. 3511 filed
by Arthur Andersen, LLP.

Under the Claim, Arthur Andersen seeks allowance of a general
unsecured claim in an unliquidated amount based on an alleged
prepetition agreement for certain tax preparation services
associated with the carryback of net operating losses related to
specified liability losses under Section 172(F) of the Internal
Revenue Code.

In response, Arthur Andersen relates that it timely filed Claim
No. 3511 on December 13, 2005, against ASARCO LLC in an
unliquidated amount.

The Claim relates to and seeks recovery for fees payable to
Andersen for its services relating to that certain tax refund
resulting from the overpayment of federal income taxes made by
Asarco Incorporated.

Joseph J. Wielebinski, Esq., at Munsch Hardt Kopf & Harr, P.C.,
in Dallas, Texas -- jwielebinski@munsch.com -- asserts that
Andersen could only assert an unliquidated amount at that time
because (i) the fees owed to Andersen were to be calculated using
a formula based upon the amount of the Tax Refund, and (ii) as of
the date of the Claim, the amount of the Tax Refund had not yet
been finally determined.

During the pendency of bankruptcy proceeding, there was
significant controversy and litigation not only over the amount
of the Tax Refund, but also over the ownership rights to the Tax
Refund.  The amount of the Tax Refund was not settled and
received by ASARCO until May 2010, when the Internal Revenue
Service made payment to ASARCO for $61,810,916, Mr. Wielebinski
says.

The Tax Refund is a significant source of funding for the
distributions to be made to holders of Allowed Claims under the
Debtors' Confirmed Plan of Reorganization.

By its Claim, Andersen seeks nothing more and nothing less than
the contractual consideration agreed to between Andersen and
ASARCO for having identified and pursued the Tax Refund on
ASARCO's behalf, Mr. Wielebinski argues.

By his objection to the Claim, the Plan Administrator apparently
now seeks to deprive Andersen of this fee in its entirety, even
though the Tax Refund would never have been available but for
Andersen's efforts, Mr. Wielebinski emphasizes.

Andersen maintains that it has met its initial burden of proof
with respect to the Claim by filing a properly executed and
documented proof of claim.  The Plan Administrator's Objection
does not provide adequate evidence showing that the Claim is
invalid and therefore, the Objection fails to shift the burden to
Andersen to prove the validity of the Claim, Mr. Wielebinski
asserts.

Andersen hence insists that the Claims should be deemed amended
to state a liquidated claim for the minimum fee provided under
its agreement with ASARCO, together with all interest owing on
account of the Claim pursuant to the Plan.  Andersen further asks
that the Claim be allowed as amended.

                          About Asarco LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on August 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On December 9, 2009, Grupo Mexico, S.A.B., consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.

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


ASARCO LLC: Plan Admin. Wants Ruling on Interest Limitations
------------------------------------------------------------
Plan Administrator Mark A. Roberts filed with the Court his
(i) reply in support of his motion for summary judgment on
his objection to the Section 4.4 Motion filed by ASM Capital,
L.P., ASM Capital II, L.P., and ASM Capital III, L.P., and
(ii) objection to ASM's cross-motion for summary judgment
compelling the Debtors to make payments of its postpetition
interest on account of certain of its allowed general unsecured
claims.

Section 4.4 Motions seek additional postpetition interest and
attorney's fees pursuant to Section 4.4 of the Debtors' Confirmed
of Reorganization.

Dion W. Hayes, Esq., at McGuirewoods LLP, in Richmond, Virginia,
tells the Court that the Plan Administrator has already paid
ASM's claims in full in cash, including postpetition interest at
the federal judgment rate.  However, ASM now argues that the Plan
and the Bankruptcy Code require payment of additional interest
because some of its claims arise from contracts with interest
provisions and, for its non-contract claims, state courts apply
higher interest rates to their judgments.

ASM does not dispute that a federal judgment accrues interest at
the federal judgment rate or that an allowed claim is a money
judgment deemed entered as of the Petition Date.

Mr. Hayes contends that the Court must decide if it will accept
ASM's request to ignore binding law requiring it to award
interest on federal judgments at the federal judgment rate.  He
asserts that because there is no authority supporting the relief
sought by ASM, the Court should grant the Plan Administrator's
Summary Judgment Motion and determine that ASM is entitled only
to postpetition interest at the Plan Rate, except as to claims
that have an applicable contract rate or which are the subject of
prepetition state court judgments.

"Alternatively, if the Court does not agree with this common-
sense, bright-line distinction contained in applicable case law
and the Pilgrim's Pride plan previously reviewed by the Court in
connection with prior Section 4.4 motions, it must still deny
ASM's Motion, because ASM refuses to acknowledge and makes no
attempt to meet its burden of proving an entitlement to different
interest rates," Mr. Hayes contends.

Thus, Mr. Hayes points out, even if the Court were to agree with
ASM's flawed legal position, there remain genuine issues of
material fact in dispute as to whether ASM's non-judgment claims
with no contract rate are entitled to state law rates of
postpetition interest.

In another filing, the Plan Administrator and ASM jointly sought
and obtained a Court order restricting public access to
information relating to certain information contained in the Plan
Administrator's Reply.  The information includes a summary of the
valid ASM votes submitted in response to the solicitation
documents sent on August 13, 2009.

ASM and the Plan Administrator each reserve all of their rights
under their Confidentiality Agreement dated April 29, 2010, and
other applicable law.  The Confidentiality Agreement authorizes
ASM and the Plan Administrator to redact or file under seal
certain allegedly confidential information.

                         ASM Responds

In further support of its Cross-Motion, ASM filed a reply
asserting that in considering the Cross-Motion, the Court must
consider one legal question: the required rate of interest that
must be paid to unsecured creditors to render them "unimpaired"
under a Chapter 11 plan.

In asserting that the federal judgment rate satisfies the
standards of Sections 1124 and 1129(b) of the Bankruptcy Code,
ASARCO's Parent and the Plan Administrator continue to rely on
its circular and untenable "gotcha" argument -- an argument that
would render meaningless key protections afforded to creditors
under the Bankruptcy Code, Eric J. Taube, Esq., at Hohmann, Taube
& Summers, L.L.P., in Austin, Texas, contends.  He insists that
nothing in the Parent's reply and objection to ASM's request does
or could refute that reality.

The Parent's Reply bears highlighting that the Parent's repeated
arguments that ASM's status as a "bankruptcy speculator" somehow
undermines its rights as a creditor is belied by the well
established concept that a purchaser of a claim is entitled to
all of the same rights as the original holder, and that the rules
of confirmation, thus, should apply no differently to its claims,
Mr. Taube argues.

Mr. Taube adds, among other things, that in arguing that the
Bankruptcy Code forecloses ASM's rights to postpetition interest
at state law rates, the Parent first ignores the clear language
of Section 4.4 of the Plan and Section 1124 of the Bankruptcy
Code, and instead makes a myopic argument that, essentially, the
federal judgment rate is the only rate of interest that can ever
be applied in a federal court in any circumstances.

Accordingly, contrary to the Parent's assertions, there are no
factual questions that must be considered by the Court beyond (i)
a determination of the applicable state law for each claim, a
task that can be completed from review of the documents submitted
and the relevant statutes, and (ii) potentially, a determination
of the rate of interest that would be fair and equitable based on
this Court's own observation of the facts and circumstances of
the bankruptcy cases.

                          *     *     *

As per the minutes of a November 19, 2010 hearing, the Court
ruled on the issue "as to the settlement and the invoices as
stated on the record."  A detailed order has not yet been filed.

Parties told the Court during the hearing that they will try to
settle pending issues, and that a trial will be set if pending
issues are not resolved.

                          About Asarco LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on August 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On December 9, 2009, Grupo Mexico, S.A.B., consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.

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


ASARCO LLC: Wants District Court to Hear Arellano PI Claim
----------------------------------------------------------
In separate requests, Mark A. Roberts, plan administrator of
Asarco LLC, asked:

  -- the U.S. Bankruptcy Court for the Southern District of
     Texas to enter a summary judgment on the Debtors' objection
     against Claim No. 10921 asserted for $1,000,000 by Daniel
     Arellano;

  -- the Bankruptcy Court, with the consent of Mr. Arellano, to
     permit him to seal confidential medical records attached as
     exhibits to the Summary Judgment Motion because they
     contain confidential medical information; and

  -- the U.S. District Court for the Southern District of Texas
     to withdraw the reference to the Bankruptcy Court with
     respect to the Claim and all related proceedings.

In July 2006, Mr. Arellano filed Claim No. 10921 for alleged
exposure to chemicals and hazardous waste during his employment
with ASARCO LLC.  He contended that as a result of his exposure
to these materials, he developed myelodysplastic syndrome.

Dion W. Hayes, Esq., at McGuirewoods LLP, in Richmond, Virginia,
argued that there are no genuine issues of material fact because
the Claim is barred as a matter of law both by the Claimant's
failure to comply with Texas' workers compensation statute and by
Texas' two-year statute of limitations for personal injury
claims.

Mr. Hayes noted that Mr. Arellano waited seven years to file the
Claim.

Because the Claim involves ASARCO's alleged liability for
personal injuries allegedly sustained by the Claimant, the
Bankruptcy Court lacks jurisdiction over the Claim, Mr. Hayes
asserted.  The Plan Administrator, therefore, seeks the
withdrawal of reference of the issues relating to the Claim to
the Bankruptcy Court.

The Bankruptcy Court granted the Plan Administrator's Motion to
Seal.

                          About Asarco LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on August 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On December 9, 2009, Grupo Mexico, S.A.B., consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.

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


ASCEND LEARNING: S&P Assigns 'B' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services said it assigned Stillwell,
Kan.-based Ascend Learning LLC its preliminary 'B' corporate
credit rating.  The rating outlook is stable.

At the same time, S&P assigned preliminary ratings to Ascend's
proposed $365 million senior secured credit facilities due 2016.
The credit facilities consist of a $250 million first-lien term
loan B due 2016, a $40 million first-lien revolving credit
facility due 2015, and a $75 million second-lien term loan due
2017.  S&P rated the term loan B and revolving credit facility 'B'
(the same level as the corporate credit rating on the company)
with a recovery rating of '3', indicating S&P's expectation of
meaningful (50%-70%) recovery for lenders in the event of a
payment default.  S&P rated the second-lien loan 'CCC+', with a
recovery rating of '6', indicating negligible (0%-10%) recovery
for lenders.

The company will use proceeds from the facilities to refinance its
unrated credit facilities and to pay a $108 million special
dividend to its private-equity shareholders.

"The 'B' rating on Ascend reflects S&P's expectation of an 8%
revenue and EBITDA increase in 2011 due to growing demand for the
company's products and services as a result of increasing
employment in health care and allied fields," said Standard &
Poor's credit analyst Hal F. Diamond.  S&P expects the company to
perform in line with its thresholds for the rating, including
lease-adjusted debt leverage between 5.5x and 6.5x.  S&P views the
company's business risk profile as weak, reflecting its
concentration in health care and related fields, which is highly
fragmented and competitive.  Ascend Media has a highly leveraged
financial risk profile, in S&P's view, because of the high
multiples originally paid for its major acquisitions, the proposed
special dividend, and the company's acquisition orientation.


AUTOMOTIVE OPERATIONS: S&P Downgrades Corp. Credit Rating to 'CC'
-----------------------------------------------------------------
Standard & Poor's Rating Services said it lowered all of its
ratings on Exeter, Pa.-based Keystone Automotive Operations Inc.,
including the corporate credit rating to 'CC' from 'CCC'.

At the same time, S&P lowered its rating on the company's
$200 million senior secured term loan due 2012 to 'CC' from
'CCC' and lowered its rating on the $175 million senior
subordinated notes due 2013 to 'C' from 'CC'.

The recovery rating on the senior secured term loan is '4',
indicating S&P's expectation that lenders would receive average
(30%-50%) recovery in the event of a payment default.  The
recovery rating on the senior subordinated notes is '6',
indicating S&P's expectation that lenders would receive negligible
(0%-10%) recovery in the event of a payment default.  S&P does not
rate the company's $125 million asset-based revolving credit
facility due 2012.  As of Oct. 2, 2010, Keystone had about
$390.1 million of debt outstanding.

"S&P's ratings on Keystone reflect its expectation that the
company will pursue some form of debt restructuring during 2011,"
said Standard & Poor's credit analyst Brian Milligan.  S&P views
the company's financial risk profile as highly leveraged given its
continued poor credit measures, including total debt to EBITDA in
the mid-teens, EBITDA to interest below 1x, and funds from
operations to total debt of about 1% to 2%.  In addition, S&P
views Keystone's business risk profile as vulnerable because its
products are discretionary in nature and partially dependent on
new vehicle sales.

"In S&P's view," added Mr. Milligan, "any debt restructuring could
result in certain creditors receiving less than the original
promise for their obligations, which, under its criteria, S&P
would likely consider distressed and therefore tantamount to a
default on these obligations." Under its criteria, if Keystone
were to complete a debt restructuring, S&P would lower the
corporate credit rating to 'SD' (selective default) and lower any
affected issue-level ratings to 'D'.  S&P would then assign a new
corporate credit rating to Keystone upon the completion of any
debt restructuring based on, among other things, S&P's assessment
of its new capital structure, liquidity profile, and near-term
operating expectations.


AUTOTRADER.COM INC: S&P Assigns 'BB+' Rating on $950 Mil. Loan
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned ratings to Atlanta,
Ga.-based AutoTrader.com Inc.'s $950 million senior secured credit
facilities.  S&P rated the facilities 'BB+' (at the same level as
the 'BB+' corporate credit rating on the company) with a recovery
rating of '3', indicating S&P's expectation of meaningful (50% to
70%) recovery for lenders in the event of a payment default.

The credit facilities consist of a $600 million term loan B due
2016, $200 million term loan A due 2015, and a $150 million
revolving credit facility due 2015.  The company plans to use
proceeds, along with roughly $200 million in new equity, to
refinance its existing facilities and to fund the $535 million
acquisition of Kelley Blue Book Co. The equity was provided by Cox
Enterprises Inc. (BBB-/Positive/A-3) and Providence Equity
Partners, which continue to maintain 68% and 25% respective
ownership stakes.

S&P's existing rating on AutoTrader.com, including its 'BB+'
corporate credit rating, were affirmed.  The rating outlook is
stable.

"The 'BB+' corporate credit rating reflects S&P's expectation that
that steadily improving operating performance will enable the
company to restore debt leverage to under 3.0x by the end of
2012," said Standard & Poor's credit analyst Hal Diamond.

The company's leading market share, strong brand, and good
discretionary cash flow generation support S&P's view of the
company's business risk profile as fair.  This is notwithstanding
intense competition, AutoTrader.com's concentration of earnings
from the automotive market, and some cyclicality in the business.
AutoTrader.com has an aggressive financial profile, in S&P's view,
because of the company's acquisitive growth strategy and low
barriers to entry.  The proposed acquisition of KBB follows the
October 2010 largely debt-financed purchase of vAuto Inc., a
provider of software for used vehicle pricing and inventory
management for automotive retailers.  S&P views large debt-
financed acquisitions and the company's ability to realize
operating synergies as key financial risks.

S&P continues to factor into the rating imputed support from Cox,
which maintains operating control.  On a stand-alone basis,
AutoTrader.com would have been rated in the 'BB' category.  While
S&P does not view the AutoTrader.com debt as a Cox obligation,
given the significant value of its ownership position, S&P
believes that Cox has incentives to provide some degree of credit
support to AutoTrader.com.

AutoTrader.com is the world's largest automotive classifieds
marketplace and consumer information Web site.  The company
competes with other online Web sites, as well as with traditional
print and newspaper classified advertising.  Although the company
has benefited from the shift in advertising toward online
platforms and away from print, traditional media still captures
the majority of automotive advertising.  AutoTrader.com generates
roughly 80% of its revenues from auto dealers, largely from
monthly subscriptions.  The next largest source of revenue is
national advertising from auto dealer groups and manufacturers, at
14% of revenues.  The company has a diverse revenue stream, with
no client accounting for more than 2% of revenues.


BANKATLANTIC BANCORP: Incurs $25 Mil. Net Loss in Sept. 30 Qtr.
---------------------------------------------------------------
BankAtlantic Bancorp filed its quarterly report on Form 10-Q,
reporting a net loss of $25.18 million on $44.41 million of total
interest income for the three months ended Sept. 30, 2010,
compared with a net loss of $52.59 million on $53.75 million of
total interest income for the same period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed
$4.527 billion in total assets, $4.463 billion in total
liabilities, and total equity of $64.08 million.

"Substantial uncertainties throughout the Florida and national
economies and U.S. banking industry coupled with current market
conditions have adversely affected BankAtlantic Bancorp's and
BankAtlantic's results.  As of September 30, 2010, BankAtlantic's
capital was in excess of all regulatory "well capitalized" levels.
However, the Office of Thrift Supervision, at its discretion, can
at any time require an institution to maintain capital amounts and
ratios above the established "well capitalized" requirements and
otherwise restrict operations based on its view of the risk
profile of the specific institution," the Company acknowledged in
the Form 10-Q.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6ef7

                   About BankAtlantic Bancorp

BankAtlantic Bancorp (NYSE: BBX) --
http://www.BankAtlanticBancorp.com/-- is a bank holding company
and the parent company of BankAtlantic.  BankAtlantic --
"Florida's Most Convenient Bank" with a Web presence at
http://www.BankAtlantic.com-- has nearly $6.0 billion in assets
and more than 100 stores, and is one of the largest financial
institutions headquartered junior in Florida.  BankAtlantic has
been serving communities throughout Florida since 1952 and
currently operates more than 250 conveniently located ATMs.

                           *    *    *

In September 2010, Fitch Ratings downgraded the long-term Issuer
Default Ratings of BankAtlantic Bancorp. to 'CC' from 'B-' and its
primary operating subsidiary, BankAtlantic FSB to 'CC' from 'B+.
The 'CC' long-term IDR indicates a high default probability.

Fitch said it believes that BBX will likely require external
capital support given the high level of credit costs that continue
to impact BBX's financial performance and erode its existing weak
level of tangible common equity, which stood at just 1.39% at
June 30, 2010.  Although BFSB's regulatory capital levels remain
'well-capitalized', Fitch believes the company needs additional
capital in order to provide absorption for future losses,
particularly since earnings generation on a pre-provision net
revenue basis is weak.


BERNARD MADOFF: Trustee Files $2 Billion Lawsuit vs. UBS
--------------------------------------------------------
Irving H. Picard, trustee for the liquidation of Bernard L. Madoff
Investment Securities LLC, filed a complaint in U.S. Bankruptcy
Court in New York alleging 23 counts of financial fraud and
misconduct against UBS AG "and related entities and individuals"
for collaborating in Mr. Madoff's Ponzi scheme.

Mr. Picard seeks to recover at least $2 billion for equitable
distribution to Mr. Madoff's victims with valid claims, with an
exact amount to be determined at trial.  The recoveries sought
include BLMIS-related redemptions, UBS's fees, as well as all
damages, including but not limited to compensatory and punitive
damages caused by the Defendants' misconduct, and the disgorgement
of all funds by which the Defendants were unjustly enriched at the
expense of BLMIS's customers.

David J. Sheehan, Esq., a partner at Baker & Hostetler LLP and
counsel for Mr. Picard, said in the lawsuit that Mr. Madoff did
not act alone in perpetrating the largest financial fraud in
history.  He said UBS AG and its affiliate entities enable
Madoff's Ponzi scheme through numerous international feeder funds,
including Luxalpha SICAV and Groupement Financier Ltd.  Luxalpha
and Groupement Financier together withdrew approximately $796
million in the 90 days before BLMIS filed for bankruptcy and
roughly $1.12 billion in the preceding six years.  "The UBS
defendants appear to have made at least $80 million in fees from
the Ponzi scheme, as they facilitated the scheme in the face of
clear indicia of fraud that cast doubt on the legitimacy of BLMIS.
Defendant Access International Advisors LLC, its several
affiliates and associated individuals worked together with the UBS
Defendants to extend the Ponzi schemed to European investors,
earning millions of dollars in fees for their role in the Ponzi
scheme.  The UBS Defendants and the Access Defendants are liable
for at least $2 billion for their roles in masking BLMIS's fraud
and perpetuating the Ponzi sheme, with an exact amount to be
determined at trial," he said.

According to the complaint, the UBS Defendants were well aware of
indicia of fraud surrounding BLMIS.  The UBS Defendants
nevertheless chose to enable Mr. Madoff's fraud for their own
gain.  The UBS Defendants outwardly assumed a number of key roles
for the Feeder Fund Defendants only to delegate their roles to
BLMIS and then disavow any potential liability through undisclosed
indemnity agreements and insurance policies.

The lawsuit claims that because of concerns about Mr. Madoff's
purported strategy and because he would not meet their due
diligence teams, the UBS Defendants refused to recommend or market
BLMIS to their private bank clients, though they willingly
supported and facilitated BLMIS for at least $80 million in fees,
and likely much more.  Following revelation of the Madoff fraud,
UBS AG, the parent entity, stated publicly that it had no material
exposure to BLMIS.

Rather than heeding to glaring red flags and words of warning from
their own colleagues, UBS SA merely limited its own exposure to
BLMIS via insurance policies and secret indemnity agreements and
forged on with the corrupt relationship, the lawsuit said.

"Madoff's scheme could not have been accomplished unless UBS had
agreed not only to look the other way, but also to pretend that
they were truly ensuring the existence of assets and trades when
in fact they were not and never did," Mr. Sheehan said.  "Without
UBS's serving as promoter, custodian, manager and administrator
for the Feeder Funds, BLMIS would have been deprived of more than
a billion dollars in investments, and Madoff's fraud would have
been diminished in both scope and duration."

The full complaint was filed under seal.  A redacted version
blanking out information deemed confidential by UBS, Switzerland's
largest bank, is available in the docket.

"We have battled with UBS regarding disclosure of information
about the bank's knowledge of Madoff. Unfortunately, they are
still trying to shield this information from the public by
designating all of their information as confidential.  We intend
to move to have that designation removed and the complaint made
public as soon as possible," said Mr. Picard.

The case is Picard v. UBS AG, 10-ap-4285, U.S. Bankruptcy
Court, Southern District of New York (Manhattan).

A copy of the redacted Complaint is available for free at:

   http://bankrupt.com/misc/MAdoff_10-04285_UBS_Complaint.pdf

                       About Bernard L. Madoff

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

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

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

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

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

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

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


BERNARD MADOFF: UBS Calls $2 Billion Suit 'Unfounded'
-----------------------------------------------------
Phil Milford and Stephanie Bodoni at Bloomberg News report that
UBS AG, the Swiss wealth-management firm sued for fraud by the
trustee liquidating Bernard L. Madoff's assets, denied complicity
in the Ponzi scheme and said clients knew with whom they were
dealing.

Irving H. Picard, trustee for the liquidation of Bernard L. Madoff
Investment Securities LLC, filed a complaint in U.S. Bankruptcy
Court in New York alleging 23 counts of financial fraud and
misconduct against UBS AG "and related entities and individuals"
for collaborating in Madoff's Ponzi scheme.  Mr. Picard is seeking
at least $2 billion in behalf of Madoff's victims.

The allegations "are completely unfounded and without merit,"
Kelly Smith, a spokeswoman for UBS, said in an e-mailed message to
Bloomberg News.  One fund sponsored by UBS "was created at the
explicit request of wealthy clients who requested a tailor-made
fund to enable them to continue investing their assets with
Madoff," Ms. Smith said.

UBS does not have responsibility to these shareholders for the
unfortunate results of the Madoff scandal," she said.

Bloomberg relates that UBS and its local units have been sued for
damages and compensation in more than 100 Luxembourg cases by
investors who lost millions of dollars through the funds.  UBS was
also the target of a probe by prosecutors over allegations of
forgery tied to funds linked to Mr. Madoff.

The case is Picard v. UBS AG, 10-ap-4285, U.S. Bankruptcy
Court, Southern District of New York (Manhattan).

                       About Bernard L. Madoff

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

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

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

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

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

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

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


BANKUNITED FINANCIAL: Files Ch. 11 Plan Backed by New Investor
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that BankUnited Financial Corp. filed a Chapter 11 plan
premised upon a cash infusion by a new investor, who in turn will
receive 21% of the new common stock plus preferred stock.  The
cash infusion will be used to make cash distributions under the
Plan, with the remaining amount for working capital.

No explanatory disclosure statement was filed together with the
Plan.

The Plan is designed so that BankUnited's considerable tax-loss
carryforward won't be lost by a "change in control."

According to the report, the Plan provides that unsecured
creditors and noteholders would receive available cash, plus
junior preferred stock and an interest in recoveries by a
liquidating trust.  Noteholders with the 90 largest claims have
the option of taking new common stock in lieu of cash.

When the disputed claim of the Federal Deposit Insurance Corp. is
resolved, the agency, too, will receive excess cash plus a sharing
in the liquidating trust and preferred stock.  BankUnited is
objecting to a $4.9 billion claim filed by the FDIC, as receiver
for the failed bank subsidiary.

Mr. Rochelle notes that the Plan was filed on November 22, when
the right to propose a reorganization plan was about to expire.
The exclusive right to solicit votes on the plan expires Jan. 22.

                    About BankUnited Financial

BankUnited Financial Corp. (OTC Ticker Symbol: BKUNQ) --
http://www.bankunited.com/-- was the holding company for
BankUnited FSB, the largest banking institution headquartered in
Coral Gables, Florida.  On May 21, 2009, BankUnited FSB was closed
by regulators and the Federal Deposit Insurance Corporation
facilitated a sale of the bank to a management team headed by John
Kanas, a veteran of the banking industry and former head of North
Fork Bank, and a group of investors led by W.L. Ross & Co.
BankUnited, FSB, had assets of $12.8 billion and deposits of
$8.6 billion as of May 2, 2009.

The Company and its affiliates filed for Chapter 11 on May 22,
2009 (Bankr. S.D. Fla. Lead Case No. 09-19940).  Stephen P.
Drobny, Esq., and Peter Levitt, Esq., at Shutts & Bowen LLP; Mark
D. Bloom, Esq., and Scott M. Grossman, Esq., at Greenberg Traurig,
LLP; and Michael C. Sontag, at Camner, Lipsitz, P.A., represent
the Debtors as counsel.  Corali Lopez-Castro, Esq., David Samole,
Esq., at Kozyak Tropin & Throckmorton, P.A.; and Todd C. Meyers,
Esq., at Kilpatrick Stockton LLP, serve as counsel to the official
committee of unsecured creditors.

In its bankruptcy petition, BankUnited Financial Corp. disclosed
$37,729,520 in assets against $559,740,185 in debts.  Aside from
those assets, BankUnited said that a "valuable" asset is its $3.6
billion net operating loss carryforward.

Wilmington Trust Co., U.S. Bank, N.A., and the Bank of New York
were listed among the company's largest unsecured creditors in
their roles as trustees for security issues.  BankUnited estimated
the Bank of New York claim tied to convertible securities at
$184 million.  U.S. Bank and Wilmington Trust are owed
$120 million and $118.171 million on account of senior notes.


BANNING LEWIS: Colorado Springs Wants Venue Change
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the city of Colorado Springs is asking the U.S.
Bankruptcy Court for the District of Delaware to order the
transfer of the Chapter 11 case of Banning Lewis Ranch Co. LLC to
Colorado, where the Debtor's master-planned community is located.

The city, according to the report, contends that the case doesn't
belong in Delaware because the 21,000-acre project is in Colorado,
the business is managed in Colorado, and most of the creditors in
number are in Colorado.

                        About Banning Lewis

Banning Lewis Ranch Co. is the owner of the undeveloped portion
of a 21,000-acre ranch in Colorado Springs, Colo.   Banning Lewis
Ranch is a master-planned community in Colorado Springs,
Colorado.  The first section built, the 350-acre Northtree
Village, opened in September 2007 and will have 1,000 homes
priced from the high $100,000s to the mid-$300,000s.

Banning Lewis Ranch filed for Chapter 11 bankruptcy protection
from creditors on October 28, 2019 (Bankr. D. Del. Case No.
10-13445).  It estimated assets of $50 million to $100 million and
debts of $100 million to $500 million in its Chapter 11 petition.

An affiliate, Banning Lewis Ranch Development I & II, LLC, also
filed for Chapter 11 (Bankr. D. Del. Case No. 10-13446).

Kevin Scott Mann, Esq., at Cross & Simon, LLC, serves as counsel
to the Debtors.  Edward A. Phillips of Eisner Amper LLP has been
retained as the Company's chief restructuring officer.


BIOSCRIP INC: Moody's Reviews 'B2' Corporate Family Ratings
-----------------------------------------------------------
Moody's Investors Service places BioScrip, Inc.'s ratings under
review for possible downgrade, including its B2 corporate family
and probability of default ratings.  The action is the result of
ongoing negative pressures on the company's earnings, withdrawal
of all financial guidance for the fourth quarter and year-end 2010
and financial performance not meeting Moody's expectation when the
rating was assigned.

Moody's review will focus on the company's liquidity position and
ability to meet covenant requirements over the next few quarters.
In addition, BioScrip announced a strategic assessment that is
expected to include all revenue sources and business lines, along
with any changes to its previously communicated financial policy
and leverage targets that is expected to be completed in January
of 2011.

These ratings were placed under review for possible downgrade:

BioScrip, Inc.

  -- Corporate family and probability of default, B2
  -- $100 million secured term loan, Ba3 LGD2, 28%
  -- $50 million secured revolver, Ba3 LGD2, 28%
  -- $225 million senior unsecured notes, B3 LGD5, 76%

The last rating action was on February 24, 2010, when Moody's
assigned the ratings on BioScrip's credit facility and note issues
following the acquisition of Critical Homecare Solutions Holdings.

BioScrip, Inc., headquartered in Elmsford, New York, is an
independent provider of specialty and traditional pharmacy
services, focused on serving patients with chronic diseases.


BOSTON GENERATING: Court Approves Sale to Constellation Energy
--------------------------------------------------------------
EBG Holdings, the parent of Boston Generating, LLC disclosed that
Judge Shelley C. Chapman of the United States Bankruptcy Court for
the Southern District of New York approved the sale of the
Company's assets under 11 U.S.C. Section 363 to Constellation
Energy.

BostonGen previously entered into an asset purchase agreement with
Constellation for its 2,950 MW fleet, the third largest power
generating portfolio in the New England region.  Under the terms
of the asset purchase agreement, Constellation agreed to purchase
BostonGen's assets for approximately $1.1 billion.

Approval of the Federal Energy Regulatory Commission is necessary
to complete the transaction.

"We are pleased to have received the Court's approval to move
forward with the sale of our BostonGen assets to Constellation,"
said Mark Sudbey, Chief Executive Officer of US Power Generating
Company, EBG Holdings parent company.  "This transaction clears
the path for a new future for our business and provides
Constellation with a state of the art, clean, energy efficient gas
fired portfolio."

Constellation is a leading supplier of energy products and
services to wholesale and retail electric and natural gas
customers.  It owns a diversified fleet of generating units
located in the United States and Canada, totaling approximately
9,000 megawatts of generating capacity.

                     Objections Overruled

U.S. Bankruptcy Judge Shelley Chapman in Manhattan rejected
objections from Boston Generating's creditors, according to
reporting by David McLaughlin and Tiffany Kary at Bloomberg News.
Creditors including MatlinPatterson Global Advisors LLC had argued
that the offer was too low.

"There is a good business reason for proceeding with the sale
transaction," Judge Chapman said, adding that there was no higher,
better and viable offer, the report relates.

According to the Bloomberg report, lawyers for Boston Generating
and MatlinPatterson said at a hearing that began Nov. 17 that
MatlinPatterson launched a bid for the Company ahead of the
planned auction, offering a bankruptcy restructuring plan for
Boston Generating.  A Boston Generating committee decided it
wasn't a qualified bid and called off the auction.

Bob Rosenberg, a bankruptcy attorney for Boston Generating, said
November 23 in closing arguments that the MatlinPatterson plan
wouldn't have won the support of lenders.  With no other bidders,
Constellation was Boston Generating's best option, he said.

"The special committee wanted a qualified bid," Rosenberg said.
"We all wanted an auction.  We all wanted more money."

                   About Boston Generating

New York-based Boston Generating, LLC, owns nearly 3,000 megawatts
of mostly modern natural gas-fired power plants in the Boston
area.  Privately held Boston Generating is an indirect subsidiary
of US Power Generating Co., and considers itself as the third-
largest fleet of plants in New England.

Boston Generating filed for Chapter 11 protection on August 18,
2010 (Bankr. S.D.N.Y. Case No. 10-14419).  Boston Generating
estimated its assets and debts at more than $1 billion as of the
Petition Date.

EBG Holdings LLC; Fore River Development, LLC; Mystic, LLC; Mystic
Development, LLC; BG New England Power Services, Inc.; and BG
Boston Services, LLC, filed separate Chapter 11 petitions.

D. J. Baker, Esq., at Latham & Watkins LLP, serves as bankruptcy
counsel for the Debtors.  JPMorgan Securities is the Debtors'
investment banker.  Perella Weinberg Partners, LP, is the Debtors'
financial advisor.  Brown Rudnick LLP is the Debtors' regulatory
counsel.  FTI Consulting, Inc., is the Debtors' restructuring
consultant.  Anderson Kill & Olick, P.C., is the Debtors'
conflicts counsel.  The Garden City Group, Inc., is the Debtors'
claims agent.

The Official Committee of Unsecured Creditors has tapped the law
firm of Jager Smith P.C. as its counsel.



CANO PETROLEUM: Needs to Submit NYSE Compliance Plan by Dec. 10
---------------------------------------------------------------
On November 10, 2010, Cano Petroleum Inc. received a notice from
NYSE Amex LLC providing notification that the Company does not
meet one of the Exchange's continued listing standards as set
forth in Part 10 of the NYSE Amex LLC company guide, and the
Company has therefore become subject to the procedures and
requirements of Section 1009 of the Company Guide.  Specifically,
the Company is not in compliance with Section 704 of the Company
Guide in that it failed to hold its 2009 annual meeting of
stockholders prior to June 30, 2010.

To maintain its Exchange listing, the Company must submit a plan
of compliance by December 10, 2010 advising the Exchange of action
it has taken, or will take, that would bring the Company into
compliance with Section 704 of the Company Guide by May 10, 2011.

The Company said it is taking steps to prepare and submit such a
plan to the Exchange on or before December 10, 2010.  The
Corporate Compliance Department management of the Exchange will
evaluate the Company's plan and determine whether it reasonably
demonstrates the Company's ability to regain compliance with the
continued listing standards by May 10, 2011.  If the Exchange
accepts the Company's plan, the Company may be able to continue
its listing during the plan period up to May 10, 2011, provided
that the Company demonstrates progress consistent with its plan
and complies with other applicable Exchange listing
qualifications.

If the Company fails to submit a satisfactory plan or fails to
demonstrate progress consistent with the plan accepted by the
Exchange, the Exchange may initiate delisting procedures.  During
the plan period, the Company will be subject to periodic review to
determine whether the Company is making progress consistent with
the plan.

                       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.

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.

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.


CAPITOL CITY: Q3 Net Profit at $396,000; Bank "Under Capitalized"
-----------------------------------------------------------------
Capitol City Bancshares, Inc., filed its quarterly report on Form
10-Q, reporting net income of $395,726 for three months ended
September 30, 2010, compared with net loss of $1,361,611 for the
same period in 2009.

Capitol City, the holding company for Capitol City Bank and Trust
Company, said net interest income was $3,897,775 for the third
quarter of 2010, compared with $4,348,177 in the same period in
2009.

Nichols, Cauley & Associates, LLC, in Atlanta, 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 significant losses
from operations, which has resulted in declining levels of
capital.

In the Form 10-Q, the Company disclosed that it has not achieved
the required capital levels mandated by the consent order from the
Federal Deposit Insurance Corporation and the Georgia Department
of Banking and Finance.  "To date the Bank's capital preservation
activities have included balance sheet restructuring that has
included curtailed lending activity, including working to reduce
overall concentrations in certain lending areas; working to reduce
adversely classified assets; and continuing to sell the Company's
common stock through a secondary offering.  The Company has
engaged external advisors and has pursued various capital
enhancing transactions and strategies throughout the first nine
months of 2010.  The continuing level of problem loans as of the
quarter ended September 30, and capital levels continuing to be in
the "under capitalized" category of the regulatory framework for
prompt corrective action as of September 30, continue to create
substantial doubt about the Company's ability to continue as a
going concern."

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

               http://ResearchArchives.com/t/s?6f9a

                   About Capitol City Bancshares

Atlanta, Georgia-based Capitol City Bancshares, Inc. was
incorporated on April 14, 1998, for the purpose of serving as a
bank holding company for Capitol City Bank and Trust Company, a
state banking institution chartered under the laws of the State of
Georgia on June 30, 1994.  The Bank operates a full-service
banking business and engages in a broad range of commercial
banking activities, including accepting customary types of demand
and timed deposits, making individual, consumer, commercial, and
installment loans, money transfers, safe deposit services, and
making investments in U.S. government and municipal securities.


CASA DEL SOL: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: Casa Del Sol Apartments, LLC
        631 S. Olive Street, Suite 860
        Los Angeles, CA 90014

Bankruptcy Case No.: 10-59989

Chapter 11 Petition Date: November 22, 210

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

Judge: Alan M. Ahart

Debtor's Counsel: Steven E. Glass, Esq.
                  1870 Verdugo Loma Drive, Suite C
                  Glendale, CA 91208
                  Tel: (818) 243-6776

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

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

The petition was signed by Shashikant Jogani, general partner of
Madonna Properties, L.P., manager.

The list of unsecured creditors filed together with its petition
contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Jag Patel                          Services Rendered       $15,000
631 S. Olive Street, Suite 860
Los Angeles, CA 90014


CASCADE BANCORP: To Raise $177 Million from Sale of Stock
---------------------------------------------------------
Cascade Bancorp has entered into Securities Purchase Agreements
for the purchase and sale of approximately $177 million of shares
of its common stock.  Private placement investors who have entered
into separate agreements with the Company include, among others:
David F. Bolger, an affiliate of Lightyear Fund II, L.P., private
equity funds affiliated with Leonard Green & Partners, L.P., and
private equity funds affiliated with WL Ross & Co. LLC.

Patricia L. Moss, Chief Executive Officer of Cascade Bancorp,
commented, "We are pleased that, after closing of the transactions
contemplated by the Securities Purchase Agreements, our capital
ratios will notably exceed regulatory agency benchmarks for a
'well-capitalized' bank.  Upon closing, not only will Cascade
Bancorp's strong pro forma capital ratios place the Company among
the best capitalized community banks in the nation, the Bank will
also exceed the 10% leverage ratio required by our regulatory
order.  This investor vote of confidence in our company and the
communities we serve will provide the financial strength to
sustain our market position as a premier local bank serving
customers in the communities of Oregon and Idaho."

Ms. Moss continued, "For the past eighteen months we have focused
our strategies and efforts on improving our capital position,
reducing risk in the loan portfolio and positioning ourselves for
a future of serving the financial needs of our customers.  We are
pleased with the deep industry knowledge that our high-quality
lead investors -- WL Ross, Leonard Green, Lightyear, and Mr.
Bolger -- bring to the Company.  As we reflect on these
challenging times, we are energized and inspired by our loyal
customers whose support has been integral to our success in this
capital raise.  We remain committed to delivering ongoing value to
our customers as we reinforce the value of community banks in
fueling a return to economic health."

The following provides additional detail as to the capital raise
transaction:

Upon completion of the transaction, each of Leonard Green,
Lightyear, and WL Ross will own 24.35%, and Mr. Bolger will own
14.01%, of our outstanding Common Stock.  The purchase price per
share of our Common Stock for each investor will be $0.40.
Closing of the investments under the Securities Purchase
Agreements is subject to several closing conditions, including,
among others:

     i) the receipt of required shareholder and regulatory
        approvals;

    ii) the receipt by the Company of gross proceeds of at least
        $165 million; and

   iii) the completion of the Company's previously announced
        repurchase of its outstanding trust preferred securities
        at an 80% discount.

At the closing, each of Lightyear, Leonard Green, and WL Ross will
have one representative joining Cascade Bancorp's Board of
Directors.  Thomas M. Wells currently serves as the Cascade
Bancorp Board of Directors designee for David F. Bolger.

Keefe, Bruyette & Woods, Inc. served as lead placement agent and
Macquarie Capital (USA) Inc. served as co-placement agent for
Cascade Bancorp in the private placement.

The Company also announced that its Board of Directors has elected
to effect a 1 for 10 reverse stock split that will be effective
Monday, November 22, 2010, when the Common Stock will begin
trading on a post split-adjusted basis under the interim trading
symbol CACBD for a period of 20 days, after which the Company's
trading symbol will return to CACB.  As a result of the reverse
stock split, each ten shares of the Company's Common Stock
outstanding at the time of the reverse split will be automatically
reclassified and changed into one share of Common Stock, and the
total number of shares of Common Stock outstanding will be reduced
from approximately 28.5 million to approximately 2.85 million
post-split.  Since no fractional shares will be issued in
connection with the reverse stock split, shareholders will receive
cash in lieu of the fractional shares to which they would
otherwise be entitled.  The terms and reasons for the reverse
stock split are more fully described in the Company's proxy
materials filed with the Securities and Exchange Commission on
November 10, 2009.  The reverse stock split was approved by the
Company's shareholders on December 7, 2009.

Upon the completion of the reverse stock split, the purchase price
per share of the Company's Common Stock for each investor will be
adjusted proportionately.

                       About Cascade Bancorp

Bend, Ore.-based Cascade Bancorp (Nasdaq: CACB) through its
wholly-owned subsidiary, Bank of the Cascades, offers full-service
community banking through 32 branches in Central Oregon, Southern
Oregon, Portland/Salem Oregon and Boise/Treasure Valley Idaho.
Cascade Bancorp has no significant assets or operations other than
the Bank.

The Company's balance sheet at June 30, 2010, showed
$1.919 billion in total assets, $1.907 billion in total
liabilities, and shareholders' equity of $12.1 million.

Weiss Ratings has assigned its E- rating to Bend, Ore.-based Bank
of The Cascades.  The rating company says that the institution
currently demonstrates what it considers to be significant
weaknesses and has also failed some of the basic tests it uses to
identify fiscal stability.  "Even in a favorable economic
environment," Weiss says, "it is our opinion that depositors or
creditors could incur significant risks."  As of March 31, 2010,
the institution's balance sheet showed $2,083,883,000 in assets.


CCC TRUCKING: Case Summary & 13 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: CCC Trucking, LLC
        1811 Englewood Road, Suite 300
        Englewood, FL 34223

Bankruptcy Case No.: 10-28161

Chapter 11 Petition Date: November 22, 2010

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

Debtor's Counsel: Stephen R. Leslie, Esq.
                  STICHTER, RIEDEL, BLAIN & PROSSER
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: (813) 229-0144
                  E-mail: sleslie.ecf@srbp.com

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

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

A list of the Company's 13 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flmb10-28161.pdf

The petition was signed by Victor G. Mellor, managing member.

Debtor-affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Colonial Construction Company, Inc.   10-28157            11/22/10
Colonial Ready Mix, LLC               10-28160            11/22/10
Victor G. Mellor                      10-20398            08/19/10


CLAIM JUMPER: To Lay Off 400 Employees in California
----------------------------------------------------
Ventura Count Star reports that Claim Jumper Restaurants said it
plans to lay off 400 employees in California, including 86 at its
Thousand Oaks location.  The job cuts will happen in December in
Irvine, Torrance, Fresno, Thousand Oaks and The City of Industry.

                        About Claim Jumper

Irvine, California-based Claim Jumper Restaurants, LLC --
http://www.claimjumper.com/-- operates a chain of casual dining
restaurants.  It was founded in 1977.  It has locations in
Arizona, California, Colorado, Illinois, Nevada, Oregon,
Washington, and Wisconsin.

Claim Jumper filed for Chapter 11 bankruptcy protection on
September 10, 2010 (Bankr. D. Del. Case No. 10-12819).  The Debtor
estimated its assets at $50 million to $100 million and debts at
$100 million to $500 million as of the Petition Date.

The Debtor's affiliate, Claim Jumper Management, LLC, filed a
separate Chapter 11 petition (Bankr. D. Del. Case No. 10-12820).

Curtis A. Hehn, Esq., James E. O'Neill, Esq., and Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, are the
Debtors' local counsel.  Milbank, Tweed, Hadley & Mccloy LLP is
the Debtors' general bankruptcy counsel.  Piper Jaffray & Co. is
the Debtors' financial advisors and investment bankers.  Kurtzman
Carson Consultants LLC is the Debtors' notice, claims and
solicitation agent.

The Creditors Committee has selected the law firms of Cooley LLP
and Klehr Harrison Harvey Branzburg LLP as counsel.


CLEAN DIESEL: Catalytic Solutions Has Forbearance Until Jan. 2011
-----------------------------------------------------------------
Clean Diesel Technologies, Inc., disclosed in a regulatory filing
that Catalytic Solutions, Inc.'s principal credit agreement has
been in default since March 31, 2009.  A forbearance agreement is
in place that expires on January 13, 2011.

At September 30, 2010, CSI's outstanding balance on the line of
credit was $2.6 million with $2.8 million available.

Clean Diesel completed the merger of its wholly owned subsidiary,
CDTI Merger Sub, Inc., with and into Catalytic Solutions, Inc., on
October 15, 2010.

Clean Diesel said management believes that the Company's current
cash and cash equivalents at September 30, 2010, were sufficient
to fund its operations for at least the next 12 months on a
standalone basis -- pre-merger.

Clean Diesel had total assets of $6,045,000 and total debts of
$1,228,000 as of Sept. 30, 2010.

CSI has suffered recurring losses and negative cash flows from
operations since inception, and prior to the Merger, CSI's working
capital was severely limited.  As of September 30, 2010, CSI had
an accumulated deficit of roughly $152 million and a working
capital deficit of $6.3 million.

CSI's auditors' report for fiscal year 2009 included an
explanatory paragraph that expresses substantial doubt about CSI's
ability to continue as a "going concern."

Clean Diesel says although the Merger and the equity capital
raises -- CSI's $4.0 million aggregate issuance of secured
convertible notes, which converted to equity immediately prior to
the Merger, and Clean Diesel's $1.0 million Regulation S offering
of common stock and warrants, which closed immediately prior to
the Merger -- provided necessary capital to the combined company,
Clean Deisel nevertheless will need to replace CSI's credit
facility and may require additional capital to conduct operations
for any reasonable length of time.

"If we are not able to replace CSI's credit facility or otherwise
recapitalize the combined company, it would have a material
adverse effect on our business, operating results, financial
condition and long-term prospects," Clean Diesel says.

Catalytic Solutions, Inc. is a global manufacturer and distributor
of emissions control systems and products, focused in the heavy-
duty diesel and light-duty vehicle markets.


CNOSSEN DAIRY: Wants to Use Wells Fargo's Cash Collateral
---------------------------------------------------------
Cnossen Dairy seeks authority from the U.S. Bankruptcy Court for
the Northern District of Texas to use the cash collateral of Wells
Fargo Bank, N.A., until December 15, 2010.

The outstanding amount of the Debtor's collective indebtedness to
Wells Fargo is at least $21,616,714 as of the Petition Date.

J. Bennett White, Esq., at J. Bennett White, P.C., explains that
the Debtor needs access to cash that constitute as Wells Fargo's
collateral to fund its Chapter 11 case, pay suppliers and other
parties.

In exchange for using the cash collateral, the Debtor will provide
adequate protection to Wells Fargo regarding its interest in the
Debtor's cash collateral in the form of first priority liens,
security interests, and super-priority claim.

Hereford, Texas-based Cnossen Dairy filed operates a dairy near
Hereford, Deaf Smith County, Texas.  It for Chapter 11 bankruptcy
protection on November 12, 2010 (Bankr. N.D. Tex. Case No. 10-
20760).  J. Bennett White, Esq., at J. Bennett White, P.C., is
serving as bankruptcy counsel to the Debtor.  Templeton, Smithee,
Hayes, Heinrich & Russell, LLP, is the local counsel.

The Debtor estimated its assets and debts at $50 million to
$100 million.


COATES INT'L: Incurs $502,094 Net Loss in September 30 Quarter
--------------------------------------------------------------
Coates International Ltd. filed its quarterly report on Form 10-Q,
reporting a net loss of $502,094 on zero revenue for the three
months ended Sept. 30, 2010, compared with a net loss of $688,831
on zero revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed
$3.18 million in total assets, $3.96 million in total liabilities,
and a stockholder's deficiency of $784,735.  Stockholders' deficit
was $404,242 at June 30, 2010.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6f8f

                    About Coates International

Based in Wall Township, N.J., Coates International, Ltd.
(OTC BB: COTE) -- http://www.coatesengine.com/-- was incorporated
on August 31, 1988, for the purpose of researching, patenting and
manufacturing technology associated with a spherical rotary valve
system for internal combustion engines.  This technology was
developed over a period of 15 years by Mr. George J. Coates, who
is the President and Chairman of the Board of the Company.

The Coates Spherical Rotary Valve System (CSRV) represents a
revolutionary departure from the conventional poppet valve.  It
changes the means of delivering the air and fuel mixture to the
firing chamber of an internal combustion engine and of expelling
the exhaust produced when the mixture ignites.

                          Going Concern

Meyler & Company, LLC, in Middletown, New Jersey, in its March 30,
2010, report expressed substantial doubt about the Company's
ability to continue as a going concern.  The auditors noted that
Coates continues to have negative cash flows from operations,
recurring losses from operations, and has a stockholders'
deficiency.


COCONUT CREEK DEV'T: Obtains Forbearance From BofA-Led Lenders
--------------------------------------------------------------
Brian Bandell, writing for South Florida Business Journal, reports
that Coconut Creek Development signed a forbearance and mortgage
modification agreement with its lenders, led by Bank of America.

Business Journal says the Sept. 30 deal was recently made public
on the Broward County Circuit Court Web site.  The deal had
Coconut Creek Development laying out a strict operating budget and
paying fees to the five-bank lending group that also includes
Raymond James Bank, PNC Bank, Integra Bank and Sovereign Bank.

Coconut Creek Development obtained the loan in 2007 and completed
the Promenade at Coconut Creek mixed-used project, which has
200,000 square feet of retail space and 50,000 square feet of
office space.  The developer has entitlements to build an
additional 30,000 square feet of retail space and 268 residential
units.

The lenders declared the loan in default more than a year ago.

Coconut Creek is part of Columbus, Ohio-based Stanbery
Development.  Its officers, Jonathan Meyer, Mark Pottschmidt and
Raymond Brunt, are guarantors of the $80.1 million mortgage.

Business Journal says the loan was set to mature in October 2009,
but was extended until October 5, 2010.  The mortgage modification
filing states: "The borrower and guarantors are in default under
certain of the terms and conditions of the loans documents as set
forth in that default letter dated Sept. 16, 2009."

According to the Business Journal, the document did not state why
they were in default, but noted the forbearance agreement has
cured that default and given the lenders the right to extend the
loan as long as the borrowers perform to their obligations.

According to the Business Journal, Coconut Creek Development
agreed to pay the lenders a $92,318 settlement fee and a $50,000
forbearance/modification fee.  The funds for tenant improvement
allowance were limited to $1.9 million.


COLONIAL BANCGROUP: Committee Balks at FDIC Plan to Take Deposits
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of The Colonial BancGroup, Inc., asks the U.S. Bankruptcy
Court for the Middle Disrict of Alabama to deny Federal Deposit
Insurance Corporation's request to modify the automatic stay in
the Debtor's case.

Committee counsel, Brian D. Pfeiffer, Esq., tells the Court that
FDIC asked that automatic stay be modified: (i) to permit the
FDIC to exercise purported setoff rights against certain of the
Debtor's bank accounts on deposit at Branch Banking & Trust Co.
upon the final determination of the FDIC's asserted claims against
the Debtor that are the subject of litigation before the Court;
and (ii) to preserve the status quo until the final adjudication
has occurred.

Mr. Pfeiffer states that the Debtor Deposits are property of the
estate and any act to obtain possession of property of the estate
or to exercise control over property of the estate is barred by
the automatic stay.

Mr. Pfeiffer relates that the FDIC's requests for authority to
pull back the assets and liabilities relating to the Debtor
Deposits, is not seeking to effectuate a valid setoff but instead
is asking for relief from the automatic stay in order to create a
right of setoff.  That is not an appropriate ground for relief
from the automatic stay.  Even if the FDIC were able to assume the
Debtor Deposits debts, Section 553 of the Bankruptcy Code prevents
the FDIC from using a debt incurred postpetition to create a right
of setoff.

The FDIC's motion must be denied on grounds that (i) the debt owed
to the Debtor in respect of the Debtor Deposits is owed by BB&T
and not Colonial Bank; and (ii) any future assumption of the
deposit liability will be a postpetition debt, the FDIC's efforts
to establish a right of setoff relating to the Debtor Deposits is
without basis.

The Committee is represented by:

     Brian D. Pfeiffer, Esq.
     Alan R. Glickman, Esq.
     SCHULTE ROTH & ZABEL LLP
     919 Third Avenue
     New York, NY 10022
     Tel: (212) 756-2000
     Fax: (212) 593-5955
     E-mail: brian.pfeiffer@srz.com
             alan.glickman@srz.com

     Robert B. Rubin, Esq.
     Marc Solomon, Esq.
     BURR FORMAN LLP
     420 North 20th Street, Suite 3400
     Birmingham, Alabama 35203
     Tel: (205) 251-3000
     Fax: (205) 244-5733
     E-mail: brubin@burr.com
             msolomon@burr.com

                  About The Colonial BancGroup

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

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


COLONIAL CONSTRUCTION: Case Summary & Creditors List
----------------------------------------------------
Debtor: Colonial Construction Company, Inc.
        1811 Englewood Road, Suite 300
        Englewood, FL 34223

Bankruptcy Case No.: 10-28157

Chapter 11 Petition Date: November 22, 2010

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

Debtor's Counsel: Stephen R. Leslie, Esq.
                  STICHTER, RIEDEL, BLAIN & PROSSER
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: (813) 229-0144
                  E-mail: sleslie.ecf@srbp.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/flmb10-28157.pdf

The petition was signed by Victor G. Mellor, president.

Debtor-affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
CCC Trucking, LLC                     10-28161            11/22/10
Colonial Ready Mix, LLC               10-28160            11/22/10
Victor G. Mellor                      10-20398            08/19/10


COLONIAL READY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Colonial Ready Mix, LLC
        1811 Englewood Road, Suite 300
        Englewood, FL 34223

Bankruptcy Case No.: 10-28160

Chapter 11 Petition Date: November 22, 2010

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

Debtor's Counsel: Stephen R. Leslie, Esq.
                  STICHTER, RIEDEL, BLAIN & PROSSER
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: (813) 229-0144
                  E-mail: sleslie.ecf@srbp.com

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

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/flmb10-28160.pdf

The petition was signed by Victor G. Mellor, managing member.

Debtor-affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
CCC Trucking, LLC                     10-28161            11/22/10
Colonial Construction Company, Inc.   10-28157            11/22/10
Victor G. Mellor                      10-20398            08/19/10


COMMONWEALTH BIOTECH: Posts $238,000 Net Loss in Third Quarter
--------------------------------------------------------------
Commonwealth Biotechnologies, Inc. filed its quarterly report on
Form 10-Q, showing a net loss of $238,085 for three months ended
September 30, 2010, compared with net loss of $633,204 for the
same period in 2009.  Total revenue was $678,155 in the third
quarter of 2010, compared with $684,177 in the same period in
2009.

The Company's balance sheet at September 30 showed total assets of
$6,574,416, total liabilities of $5,928,953 and stockholders'
equity of $645,463.

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

               http://ResearchArchives.com/t/s?6f9b

                About Commonwealth Biotechnologies

Richmond, Va.-based Commonwealth Biotechnologies, Inc., is a
specialized life sciences outsourcing business that offers a
complete array of discovery chemistry and biology products and
services through its subsidiary Mimotopes Pty Limited.  In
March 2008, the Company entered into a Joint Venture with Beijing-
based, Venturepharm Laboratories, Ltd., in order to offer high
throughput, low cost drug discovery services through new
facilities in China.

In 2009, CBI also provided services through CBI Services and
Fairfax Identity Labs, two divisions that were sold to Bostwick
Laboratories effective November 2, 2009.  The results of operating
these two divisions are shown as discontinued operations in the
Consolidated Statements of Operations for the three and six-month
periods ended June 30, 2010.

                         Going Concern Doubt

Witt Mares, PLC, in Richmond, Va., 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 recurring losses from operations and
inability to generate sufficient cash flow to meet its obligations
and sustain its operations.


CONCENTRA INC: Debt Repayment Won't Affect Moody's 'B2' Rating
--------------------------------------------------------------
Moody's Investors Service said that it expects repayment in full
of the rated debt of Concentra Inc., assuming the completion of
the definitive purchase agreement announced on November 22, 2010,
by Humana Inc. (rated Baa3) to acquire Concentra.  Existing
ratings of Concentra, including the B2 corporate family rating and
stable outlook are unaffected by the announcement.  When the rated
debt has been paid in full, Moody's will withdraw all of the
ratings of Concentra Inc.

The last rating action was on November 18, 2010, when Moody's
affirmed the company's B2 corporate family rating and changed the
outlook to stable.

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.  Concentra had revenues of about
$787 million for the trailing twelve months ended September 30,
2010.


CREDIT-BASED ASSET: Seeks to Reject Co-Founders' Employment Deals
-----------------------------------------------------------------
Eric Morath, writing for Dow Jones' Daily Bankruptcy Review,
reports that Credit-Based Asset Servicing and Securitization LLC
is seeking the Bankruptcy Court's permission to terminate
employment contracts with co-chief executives Saul Sanders and
Bruce Williams, the two men who founded the firm 15 years ago.

DBR relates C-Bass entered into the current employment agreement
with Messrs. Sanders and Williams in 2007 at the behest of Goldman
Sachs & Co. as part of Goldman's purchase of C-Bass's Litton Loan
Servicing unit.  Goldman had insisted that the founders remain
with the firm to ensure a smooth transition of the business unit.
Goldman agreed to pay the executives' monetary compensation.

According to DBR, C-Bass attorneys said in court papers continuing
to employ and compensate the executives provides "no corresponding
economic benefit" to the firm.  A hearing on the request is set
for Dec. 6.

Messrs. Sanders and Williams have agreed to resign, court papers
said, DBR notes.

A hearing on the contract-rejection motion is scheduled for
Dec. 16.

                           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).

In its schedules, C-Bass disclosed assets of $23.7 million against
liabilities totaling $2.16 billion.  Liabilities include
$195.8 million in secured debt.

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 INTERNATIONAL: Posts $9.3 Million Net Loss in Q3 2010
----------------------------------------------------------------
Crystallex International Corporation filed its quarterly report on
Form 6-K, reporting a net loss of US$9.30 million for the three
months ended Sept. 30, 2010, compared with a net loss of
US$20.12 million 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$63.62 million in total assets, US$108.10 million in total
liabilities, and a stockholders' deficit of US$44.48 million.

"As at September 30, 2010, the Company had working capital of
US$12.50 million, including cash of $21.47 million.  Management
estimates that these funds will be sufficient to meet the
Company's obligations and budgeted expenditures for the
foreseeable future, but will not be sufficient to repay the
$100.00 million notes payable due on December 23, 2011."

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

               http://ResearchArchives.com/t/s?6f1a

                  About Crystallex International

Based in Toronto, Canada, Crystallex International Corporation
(TSX: KRY) (NYSE Amex: KRY) -- http://www.crystallex.com/-- is a
Canadian-based company, which has been granted the Mine Operating
Contract to develop and operate the Las Cristinas gold properties
located in Bolivar State, Venezuela.


CULLMAN REGIONAL: Moody's Cuts Rating on $69 Mil. Bonds to 'Ba1'
----------------------------------------------------------------
Moody's Investors Service has downgraded to Ba1 from Baa3 the debt
rating assigned to Cullman Regional Medical Center's $69 million
of outstanding bonds.  The outlook is revised to stable from
negative at the lower rating level.

Ratings Rationale:

The downgrade is attributable to several years of variable
operating performance which is below that of peer organizations
and remains below Moody's expectations based upon prior management
projections.  Combined with a high debt load, CRMC's operating
performance has resulted in key leverage metrics that are weaker
than peer organizations.

Legal Security: The bonds are secured by a revenue pledge (as
defined in the bond documents) of the Obligated Group, which
consists of Cullman Regional Medical Center, Inc. (an Alabama
nonprofit corporation and a 501(c)(3) organization) and the Health
Care Authority of Cullman County, and a mortgage on the land and
buildings.

Interest Rate Derivatives: CRMC is party to a basis swap agreement
with Merrill Lynch.  The original notional amount is $50 million,
which amortizes with principal reductions on the Series 2009A
bonds.  Collateral posting is not required, however the
counterparty may terminate the swap if CRMC's rating falls below
Ba2 or equivalent by another rating agency.

                            Strengths

* CRMC is the only hospital in its service area, Cullman County.
  Last year CRMC purchased and closed the only competing hospital
  in Cullman County

* Closure of competitor hospital led to significant volume and
  revenue growth in fiscal year 2010, including 9.2% growth in
  combined inpatient admissions and observation stays, 28.1%
  growth in emergency department volume and 5.1% growth in total
  surgeries contributing to strong 11.6% operating revenue growth

* All fixed rate debt structure removes interest rate risk

                            Challenges

* Leverage measures that have weakened since FY 2007 -- at fiscal
  yearend 2010, CRMC had low 32% cash-to-debt and 62% debt-to-
  revenue measures, and a high 12.7 times debt-to-cash flow,
  compared to FYE 2007 metrics of 42% cash-to-debt; 59% debt-to-
  revenue and 9.1 times debt-to-cash flow -- and remain below
  investment grade medians

* Stagnant absolute unrestricted cash over the last three years;
  approximately $23 million at FYE 2010

* High and growing bad debt expense, peaking at a high 19% of net
  patient revenue in FY 2010, up from 15% in FY 2009

                   Recent Developments/Results

Despite an 11.6% growth rate in total operating revenues, the
operating margin was flat and the operating cash flow margin
declined.  On the positive side, CRMC purchased and closed the
only competing hospital in Cullman County, obtaining an additional
30 licensed beds.  This led to significant patient volume growth
as physicians redirected patients to CRMC.  Overall admissions,
however, declined slightly to 7,069 from 7,191 as observation
stays grew by 987, resulting in good combined
inpatient/observation stay growth rate of 9.2%.  Declines in
inpatient growth were offset by volume growth in the emergency
department (28.1%), and total surgeries (5.1%) were much stronger
than in prior years, both contributing to the very strong growth
in revenue.

Although FY 2010 was positive from a revenue perspective, CRMC had
difficulty translating the growth into bottom line results.  The
operating margin was flat at a 0.9% deficit and the operating cash
flow margin declined to 7.2% from 8.1% a year earlier, resulting
in flat operating cash flow of $8.5 million.  As a result, key
leverage metrics were virtually unchanged from FY 2009 with
Moody's-adjusted maximum annual debt service coverage of 1.7 times
(1.7 times in FY 2009) and debt-to-cash flow of 12.7 times (11.6
times in FY 2009).  As a result of the organization's high debt
load (62% debt-to-revenue), these leverage metrics are
significantly weaker than those of peer organizations and the Baa3
medians (FY 2009 median levels of 2.4 times Moody's-adjusted MADS
coverage and 5.5 times debt-to-cash flow).

Bad debt continues to pose a key challenge for the organization.
In FY 2010, bad debt grew to 18.7% of net patient revenue, up from
14.7% in FY 2009.  Although the Medicaid payer-mix is average at
9% of gross revenue, self-pay is high at 7.9%.  Management has
outlined steps it is taking to reduce the growth in bad debt
including better identification of patient benefits and expected
insurance coverage at the time of service.  Nevertheless, bad debt
remains a challenge and without a reduction in bad debt expense,
Moody's believe margins will remain suppressed.

CRMC reports several key physician recruits over the past year.
The hospital successfully recruited a full time interventional
cardiologist which should reduce outmigration to Birmingham.  Two
obstetric/gynecologists joined in April and there have been
several other physician recruits.  Additionally a hospitalist
group started in the summer of 2010 which, over time, could lead
to improved efficiencies and higher inpatient volume.  CRMC does
not plan to employ or subsidize the group.

The balance sheet remains leveraged and CRMC's inability to
improve leverage or liquidity metrics over the past three
years is a key factor behind the downgrade.  Following the
refinancing of debt last year, debt outstanding increased
slightly to $72.7 million.  However, unrestricted cash was
flat at approximately $23 million, and down from its peak of
$25 million at FYE 2008.  At September 30, 2010, CRMC has
adequate days cash of 79 days, although cash-to-debt is weak
at 35% due to the high debt load.  The pension plan remains
underfunded by $13.5 million, although it is frozen which
should minimize growth in the liability.  Investments are
conservative with only 23% invested in equities and the
balance in cash and fixed income securities.  Debt is now
100% fixed rate, removing interest rate risk.

                             Outlook

The stable outlook at the lower rating level reflects CRMC's
position as the only hospital in Cullman County and an adequate
level of days cash on hand.

                What could change the rating -- Up

Sustained improvement in financial performance and cash flow
generation; reduction in leverage through revenue growth and/or
amortization of outstanding debt; improvement in liquidity

               What could change the rating -- Down

Reduction in unrestricted cash; operating losses or downturn in
financial performance; increase in debt without commensurate
growth in cash flow; loss of competitive advantage of limited
competition

                          Key Indicators

Assumptions & Adjustments:

  -- Based on financial statements for the Health Care Authority
     of Cullman County

  -- First number reflects audit year ended June 30, 2009

  -- Second number reflects audit year ended June 30, 2010

  -- Investment returns normalized at 6% unless otherwise noted

* Inpatient admissions: 7,191; 7,069

* Total operating revenues: $105.5 million; $117.7 million

* Moody's-adjusted net revenue available for debt service:
  $10.2 million; $10.4 million

* Total debt outstanding: $69.4 million; $72.7 million

* Maximum annual debt service (MADS): $6.0 million; $6.0 million

* MADS Coverage with reported investment income: 1.65 times; 1.68
  times

* Moody's-adjusted MADS Coverage with normalized investment
  income: 1.70 times; 1.73 times

* Debt-to-cash flow: 11.6 times; 12.7 times

* Days cash on hand: 84 days; 75 days

* Cash-to-debt: 37%; 34%

* Operating margin: (0.9%); (0.9%)

* Operating cash flow margin: 8.1%; 7.2%

Rated Debt (debt outstanding as of June 30, 2010):

  -- Series 2009A fixed rate ($68.8 million outstanding) rated Ba1

The last rating action with respect to Cullman Regional Medical
Center was on November 12, 2009, when a municipal finance scale
rating of Baa3 with a negative outlook was assigned to the Series
2009A bonds.  That rating was subsequently recalibrated to Baa3
with a negative outlook on May 7, 2010.


DANCING BEAR: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: Dancing Bear Land, LLC
        70 River Bend Road
        Snowmass, CO 81654

Bankruptcy Case No.: 10-39584

Chapter 11 Petition Date: November 23, 2010

Court: U.S. Bankruptcy Court
       District of Colorado (Denver)

Judge: Howard R. Tallman

Debtor's Counsel: Robert Padjen, Esq.
                  5290 DTC Parkway, Suite 150
                  Englewood, CO 80111
                  Tel: (303) 830-3173
                  E-mail: rp@jlrplaw.com

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

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

The petition was signed by Tom DiVenere, manager and manager of
sole member.

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
DB Capital Holdings, LLC              10-25805            06/24/10
Dancing Bear Development, LP          10-36493            10/19/10

The list of unsecured creditors filed together with its petition
contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
WestLB AG                          Bank Loan           $33,000,000
1211 Avenue Of The Americas
New York, NY 10036


DAVID SARINANA: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: David Sarinana
               Blanca Margarita Sarinana
               89 Ritz Cove Drive
               Dana Point, CA 92629

Bankruptcy Case No.: 10-26657

Chapter 11 Petition Date: November 23, 2010

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

Judge: Theodor Albert

Debtors' Counsel: D. Edward Hays, Esq.
                  MARSHACK HAYS LLP
                  5410 Trabuco Road, Suite 130
                  Irvine, CA 92620
                  Tel: (949) 333-7777
                  Fax: (949) 333-7778
                  E-mail: ehays@marshackhays.com

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

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

Debtor's List of 19 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Bank of the West                   --                      $78,176
1450 Treat Boulevard
Walnut Creek, CA 94597

Bank of the West                   --                      $64,705
1450 Treat Boulevard
Walnut Creek, CA 94597

Bank of the West                   --                      $32,910
1450 Treat Boulevard
Walnut Creek, CA 94597

Worthy Construction, Co.           --                      $22,500

John Bierman                       --                      $14,000

Porsche Financial                  --                      $13,599

Bank of the West                   --                      $10,000

Chase                              --                       $3,098

Nordstrom Bank                     Credit Card              $2,773
                                   Purchases

Capital One                        Credit Card              $1,037
                                   Purchases

Metro Adjust Bureau                --                         $817

Fidelity Card                      --                         $708

Progressive Management             --                         $410

Mileage Plus United                Credit Card                $338
                                   Purchases

Pentagroup Financial               --                         $271

Staniscountr                       --                         $194

AWA Collect (Auto Club Social)     --                          $64

Progressive Management             --                          $13

American Express                   Credit Card                  $0
                                   Purchases


DEARBORN BANCORP: Earns $631,000 in Q3; Bank Under-Capitalized
--------------------------------------------------------------
Dearborn Bancorp, Inc., holding company for Community Bank of
Dearborn, filed its quarterly report on Form 10-Q, reporting a net
loss of $631,000 on $8.75 million of net interest income for the
three months ended September 30, 2010, compared with a net loss of
$40.04 million on $7.83 million of net interest income for the
same period of 2009.

"Based on its regulatory capital ratios, the Bank is
undercapitalized at September 30, 2010," according to the Form 10-
Q.

The Company's balance sheet as of September 30, 2010, showed
$916.73 million in total assets, $886.58 million in total
liabilities, and stockholders' equity of $30.15 million.

BKD, LLP, in Indianapolis, Indiana, 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 resulting
from the effects of the economic downturn in their operating
region causing its subsidiary bank to be undercapitalized and
resulting in a consent order to be issued by its primary
regulator.

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

               http://researcharchives.com/t/s?6f89

Dearborn Bancorp, Inc., was incorporated as a Michigan business
corporation on September 30, 1992.  The Company was formed to
acquire all of the Community Bank of Dearborn's issued and
outstanding stock and to engage in the business of a bank holding
company under the Bank Holding Company Act of 1956, as amended.

Community Bank of Dearborn, a Michigan banking corporation,
commenced business on February 28, 1994, in Dearborn, Michigan.
On April 30, 2007, Community Bank of Dearborn was renamed Fidelity
Bank.  The Bank is the only commercial bank headquartered in
Dearborn, Michigan and offers a full line of loan and deposit
products and services.


DELPHI CORP: 2 Ex-Officers Remain in Trial in SEC Fraud Case
------------------------------------------------------------
Two former officers of Delphi Corp. are left to defend an ongoing
trial on the U.S. Securities and Exchange Commission-led
securities fraud case in Michigan, Mike Colias of Automotive News
reports.

Judge Avern Cohn of the U.S. District Court for the Eastern
District of Michigan told jurors on November 16, 2010, that Milan
Belans, Delphi's former assistant treasurer, "is no longer a
defendant in this case," but did not elaborate on the matter,
according to the report.  Charles Murphy, Esq., counsel to Mr.
Belans, disclosed that his client is in talks with the SEC but
said its too early to confirm whether a settlement has been
reached, the report adds.

With Mr. Belan's exit, John T. Battenberg III, former Delphi
chief executive officer, and Paul Free, former Delphi accounting
officer, are the remaining defendants accused by the SEC of
misleading investors in Delphi's SEC disclosures.

The trial on the SEC case commenced on October 18, 2010.  The
case revolves on four transactions that certain Delphi officers
allegedly recorded improperly to boost financial earnings.  The
transactions at issue are: a $237 million payment to General
Motors Corporation to settle dispute over warranty costs; a
$270 million sale of inventory in two separate occasions; and a
$20 million payment received by Delphi from Electronic Data
Systems.

Automotive News notes that Mr. Belans' exit will make it less
likely that Mr. Battenberg will take the stand.  Mr. Belans'
counsel intended to call on the former CEO to take the stand as
witness, the report relates, citing court documents.

        Ex-Delphi Counsel Concerned of $237-Mil. Payment

Delphi lawyers Logan Robinson and Barbara Novak, and GM official
Peter Bible took to the stand in separate occasions in late
October and mid-November.

Former Delphi top lawyer Logan Robinson, Esq., testified on
November 12, 2010, that he warned Mr. Battenberg that covering up
certain details of a major settlement with GM could violate
federal securities laws, Automotive News relates in a separate
report.

Mr. Robinson said he was concerned that the SEC would flag
Delphi's disclosure of the $237 million payment the Company made
to GM in October 2000, the news source points out.  Mr. Robinson
added that he made known his concerns to Delphi management, and
was later instructed by Mr. Battenberg to work the issues with
then Delphi CFO Alan Dawes.

The SEC has asserted in its complaint that the $237 million
payment was made to settle a warranty dispute with GM.  The SEC
argued that the amount was improperly recorded as an adjustment
to pension and other post-retirement obligations rather than as
expense.

Mr. Colias of Automotive News cites that Mr. Battenberg's defense
to those statements could be summed up as -- that the GM
agreement became a much broader settlement during 11th-hour
negotiations, and that it expanded beyond the warranty dispute to
resolve other long-simmering issues between Delphi and GM.

Mr. Robinson supported that theory, recounting a September 5,
2000, meeting he attended with top GM officers, along with
Messrs. Battenberg and Dawes.  The news source quoted Mr.
Robinson as saying, "They wanted the $250 million but were
willing to offer a much broader settlement and an improvement in
the relationship, which could lead to more business for us."  Mr.
Robinson further disclosed that GM executives proposed that the
companies adopt an "asymmetrical accounting" arrangement --
whereby GM booked the $237 million as warranty claims and Delphi
booked it mostly as pension costs.  Delphi and GM, subsequently
concluded that the settlement was the settlement was legal and
completely defensible, Mr. Robinson noted.

In yet another report, Automotive News relates that Barbara
Novak, Esq., Delphi's former top securities lawyer, revealed on
November 16, 2010, that draft SEC documents Delphi prepared
downplayed the nature of its warranty fight with GM by presenting
it as a settlement mostly related to pension costs.

The report cites that Ms. Novak testified that she urged Delphi's
management in 2000 to be more forthcoming in its disclosures to
shareholders about details of the $237 million settlement.  Ms.
Novak further revealed that while the former Delphi CFO agreed to
include many of her suggestions about the SEC disclosures, a
revised draft revealed that none of her input was included.  "I
was very concerned because I thought the document was very
misleading," Ms. Novak was quoted by Automotive News as saying at
the trial.  Ms. Novak has terminated her services with Delphi.

Ms. Novak, however, said she believed the way Delphi ended up
disclosing the GM transaction in its SEC filing in 2000 was
appropriate, the report notes.  In 2005, Delphi restated its
earning for the period, acknowledging that $237 million should
have been entirely booked as a warranty payment.

Former GM accounting director Peter Bible also appeared before
the jury on October 29, 2010, saying he was troubled about how GM
and Delphi recorded the $237 million payment differently.  "That
was very troubling to me because I was not aware of any part of
the agreement that related to pensions or employee benefits,"
Automotive News quoted Mr. Bible as saying in addressing the
jury.

Automotive News reporter Mike Colias observed at an October 29,
2010 trial hearing that defense counsel attempted to pin the
blame on GM, asking Judge Cohn to allow evidence that shows GM
was not acting in good faith on the warranty issue.  The defense
said GM essentially was trying to extort the $237 million from
Delphi, Automotive News notes.

Judge Cohn rejected the defense's attack on GM as irrelevant and
unproven so far, the report states.

Judge Cohn later on said he would consider limited testimony and
evidence regarding the fairness of how GM treated Delphi on the
warranty issue relative to its pre-spin-off agreements.

Judge Cohn was quoted at the trial as saying, "I'm still
disturbed by the defense's suggestion that 'if we are extorted,
we may manipulate the extortion payment so that its not a charge
against earnings.'"

             Delphi Withheld Docs, Auditor Says

Delphi's former outside auditor disclosed on November 18, 2010,
that the company's management withheld certain documents that
might have raised red flags about how the company recorded the
$237 million payment to GM, Automotive News reports.

SEC attorneys showed Nicholas Difazio, a partner at Deloitte &
Touche and Delphi's lead outsider auditor in 2000, an itemized
list of faulty parts totaling about $240 million that Delphi owed
GM at that time.

Mr. Difazio testified that in 2000, he thought the accounting
treatment of the $237 million payment was correct.  But when
asked by a SEC counsel if he believed the accounting for the
settlement was correct based on the documents shown to him, Mr.
Difazio responded, "I have serious questions about whether it was
correct.  It appears it was not."

Mr. Difazio further noted that the $202 million Delphi attributed
to pension and benefit obligations to GM seemed reasonable, in
part because an outside actuary pegged that amount, Automotive
News points out.  Mr. Difazio also commented that it did not
strike him as unusual that the liability for the bad parts sold
to GM would have been reduced from nearly $240 million to
$35 million.  Mr. Difazio stated, according to the report, that
GM was known for asserting a big warranty claim against a supplier
but settling for a much smaller amount.

Mr. Difazio added that it is not unusual for two companies to
account for the same transaction differently.  Delphi and GM
recorded the $237 million payment differently.

                 $20-Mil. Sale Was for Bonuses

Former Delphi financial manager Katherine Bellis told the jury on
November 15, 2010, that she was against the company's plan in
2000 to sell precious metals earmarked for GM catalytic
converters as it could cause a major supply disruption,
Automotive News relates.  Ms. Bellis' objection to the sale was
overruled.

When asked why she thought the sale took place, Ms. Bellis said
"that targets had to be met in order for executives to be paid
bonuses," the news source relates.

The SEC insisted that Delphi officials never intended to sell the
metals, but that the Company used financial engineering masked as
a sale of $200 million of inventory to Bank One so the company
could inflate profits, cites Automotive News.  The SEC added that
Delphi repurchased the same metals from Bank One about a month
later.  SEC attorneys also showed the jury an internal Delphi
document in 2000 that stressed reducing inventory to meet net
income targets.

Defense counsel earlier insisted that the sale was a legitimate
inventory sale.

        $20-Mil. Rebate Was Really a Loan, Says Manager

Former EDS manager Kevin Curry related on November 15, 2010, that
a $20 million rebate that Delphi got from its information-
technology supplier in 2001 was actually a loan that Delphi never
should have booked as income, according to Automotive News.

Mr. Curry related that Delphi managers assured EDS that the
$20 million would be repaid, but were reluctant to put that
commitment in writing.  "In all my discussions with Delphi,
it was a loan," Mr. Curry told the jury, the report notes.

However, former Delphi information technology William Harper's
testimony cites that the $20 million payment was discussed
internally as a "rebate," not a loan, the new sources relays.

Jurors were shown a copy of an EDS work order signed by Delphi
accounting officer Paul Free and other Delphi officials a few
weeks after the $20 million payment, agreeing to pay EDS $333,333
a month over five years in administrative services.  The SEC
asserted it was a sham work order to disguise repayment,
Automotive News relates.

Mr. Curry also pointed out that instead of paying EDS interest,
Delphi officials agreed to accelerate payments on other contracts
to compensate the company.  Catherine Rozanski, a former Delphi
accounting director, told the jury that she thought the payment
was a rebate, not a loan.  She was surprised to learn years
later, once Delphi was under SEC investigation, that her boss Mr.
Free signed the work order.  "This looked to me kind of like we
had an obligation to pay that $20 million back," Automotive News
quoted Ms. Rozanski as saying at the trial.

In his defense, Mr. Free's counsel asserted that Mr. Free had no
involvement in the EDS negotiations and that he signed the work
order because the information technology division presented it as
payment for legitimate work EDS had performed.

The SEC attorneys are expected to have wrapped up calling
witnesses on their list by November 19, and are not expected to
call Mr. Battenberg.  The defense's case would likely to take
several weeks, the report notes.

                         About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is a global supplier of electronics and
technologies for automotive, commercial vehicle and other market
segments.  Delphi operates major technical centers, manufacturing
sites and customer support facilities in 30 countries.

The Company filed for Chapter 11 protection on October 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represented the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on January 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On October 6, 2009, Delphi Corp.'s Chapter 11 plan of
reorganization became effective.  A Master Disposition Agreement
executed among Delphi Corporation, Motors Liquidation Company,
General Motors Company, GM Components Holdings LLC, and DIP Holdco
3, LLC, divides Delphi's business among three separate parties --
DPH Holdings LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings will
remain responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

Bankruptcy Creditors' Service, Inc., publishes Delphi Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings of Delphi
Corp. and its debtor-affiliates.  (http://bankrupt.com/newsstand/
or 215/945-7000)


DELPHI CORP: DPH Resolves Disputes With FKMT
--------------------------------------------
DPH Holdings Corp. and its reorganized debtor affiliates and FKMT,
LLC f/k/a Monarch Transport, LLC, sought and obtain the U.S.
Bankruptcy Court for the Southern District of New York's approval
of a stipulation resolving:

   (i) the Reorganized Debtors' Injunction Motion against FKMT
       pursuant to the Modified First Amended Joint Plan of
       Reorganization and the June 16, 2009 Disclosure Statement
       Modification Approval Order; and

  (ii) FKMT's Motions for (a) a declaration that the
       Administrative Claims Bar Date does not apply, and (B)
       a modification of the Plan Injunction.

The parties stipulate that:

  (1) The relief sought under the Reorganized Debtors'
      Injunction Motion is granted.

  (2) FKMT is ordered to take action as necessary to immediately
      dismiss its complaint against the Debtors in the Circuit
      Court of Jackson County, Missouri, Civil Division.

  (3) Any further prosecution of the Missouri Action, or any
      similar litigation or proceeding in any forum against the
      Reorganized Debtors, without first proceeding in the
      Bankruptcy Court to establish sufficient cause for relief
      from the injunction set forth in the July 30, 2009 Plan
      Modification Order and the Modified Plan, will constitute
      a violation of the parties' stipulation.

  (4) Each of FKMT's Motions is deemed withdrawn.

  (5) FKMT and the Reorganized Debtors will each bear their own
      costs, fees, and expenses relating to the Bankruptcy Court
      pleadings and Missouri Action.

                         About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is a global supplier of electronics and
technologies for automotive, commercial vehicle and other market
segments.  Delphi operates major technical centers, manufacturing
sites and customer support facilities in 30 countries.

The Company filed for Chapter 11 protection on October 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represented the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on January 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On October 6, 2009, Delphi Corp.'s Chapter 11 plan of
reorganization became effective.  A Master Disposition Agreement
executed among Delphi Corporation, Motors Liquidation Company,
General Motors Company, GM Components Holdings LLC, and DIP Holdco
3, LLC, divides Delphi's business among three separate parties --
DPH Holdings LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings will
remain responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

Bankruptcy Creditors' Service, Inc., publishes Delphi Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings of Delphi
Corp. and its debtor-affiliates.  (http://bankrupt.com/newsstand/
or 215/945-7000)


DELPHI CORP: DPH Wants Injunction vs. Bond Trustees
---------------------------------------------------
DPH Holdings Corp. and its reorganized debtor affiliates ask
Judge Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York to separately enforce an injunction
provision under the Modified First Amended Joint Plan of
Reorganization and its related July 30, 2009, confirmation order
against:

  (1) County of Trumbull, Ohio, as indenture trustee under the
      "1994 Bonds;" and

  (2) Michigan Strategic Fund, as indenture trustee under the
      "1995 Bonds."

Trumbull County and Dai-Ichi Kangyo Trust Company of New York, as
trustee, entered into an indenture of trust under which Trumbull
County issued the Sewage Disposal Revenue Bonds Series 1994 in
the aggregate principal amount of $2.75 million.  The successor
indenture trustee under the 1994 Bonds is The Bank of New York
Mellon Corporation.

In another trust indenture dated July 1, 1995 between Michigan
Strategic and Dai-Ichi Kangyo Trust Company of New York, Michigan
Strategic issued the Michigan Fund Multi-Modal Interchangeable
Rate Pollution Control Refunding Revenue Bonds, Series 1995, in
the aggregate principal amount of $58.8 million.  The successor
indenture trustee under the 1995 Bonds is Law Debenture Trust
Company of New York.

General Motors Corporation entered into separate loan agreements
with the Indenture Trustees, whereby:

  (i) Trumbull County agreed to lend to GM the proceeds from the
      sale of the 1994 Bonds in July 1994; and

(ii) Michigan Strategic agreed to make a loan in the principal
      amount of $58.8 million to GM in July 1995.

GM agreed to make to the Indenture Trustees certain payments of
principal, premium and interest with respect to the Bonds.  In
connection with the spin-off of Delphi Automotive Systems Corp.
from GM in 1999, GM and Delphi Automotive Systems LLC entered
into an Assignment and Assumption Agreement -- Industrial
Development Bonds.  Under the 1999 Agreement, GM assigned to DAS
LLC the 1994 and 1995 Loan Agreements and DAS assumed certain
obligations of GM under the 1994 and 1995 Loan Agreements.

The Reorganized Debtors believe that GM made payments on the
Bonds from the Petition Date through the effective date of the
Amended Master Restructuring Agreement in September 2008.  The
Debtors made payments on the Bonds from September 2008 through
the termination of the Amended MRA in October 2009.  The Amended
MRA was terminated on October 9, 2009, pursuant to the Master
Disposition Agreement entered into by Delphi, GM, and other
buyers of Delphi's assets.

Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Chicago, Illinois, relates that since the substantial
consummation of the Modified Plan:

  -- Michigan Strategic has demanded that DPH Holdings make
     about $4 million in payments concerning the 1995 Bonds
     pursuant to the 1999 Agreement; and

  -- Trumbull County has asserted that DPH Holdings owe it
     certain post-emergence cash payments with respect to the
     1994 Bonds.

The Indenture Trustees may believe they are third-party
beneficiaries of the 1999 Agreement.  To the extent that the
Indenture Trustees are demanding payments from DPH Holdings as a
third-party beneficiary of the 1999 Agreement, there is no
question that its actions are in violation of the injunctions set
forth in the Modified Plan and July 30 Confirmation Order, Mr
Meisler asserts.  "Those injunctions prohibit parties from taking
action against DPH Holdings or any of the other former Debtors
with respect to, among other things, any 'Claim,'" he reminds the
Court.

The Indenture Trustees' status as purported third-party
beneficiaries of the 1999 Agreement gave rise to a contingent
prepetition claim, Mr. Meisler points out, for which it did not
file on or before the Bar Date.  This is a claim within the
meaning of the injunctions in the Modified Plan and July 30
Confirmation Order, he insists, and the Indenture Trustees' post-
emergence demands for payment from DPH Holdings under prepetition
contracts constitute a textbook example of a violation of those
injunctions.

The Indenture Trustees may also believe that their status as
prepetition creditors under the 1999 Agreement with a duty to
file a contingent proof of claim on or before the Bar Date was
somehow improved when Delphi and GM "assumed, ratified and
reinstated" the 1999 Agreement under the Amended MRA.  "[T]hat is
incorrect," Mr. Meisler asserts.  The Indenture Trustees were
neither a party to, nor a third-party beneficiary of, the Amended
MRA, he stresses.

The Amended MRA specifically provided that: nothing contained in
this Agreement is intended to confer any rights or remedies under
or by reason of this Agreement on any person or entity other than
the Parties hereto, . . . nor shall any provision give any third
party any right of subrogation or action over or against any
Party to this Agreement.  Mr. Meisler further notes that the
provision contains no exception for the Indenture Trustees and no
exception for Section 5.01 of the Amended MRA, the provision
under which Delphi and GM "assumed, reinstated or ratified" the
1999 Agreement.

Accordingly, there is no basis for the Indenture Trustees'
assertion that Delphi undertook postpetition obligations
enforceable by the Indenture Trustees by virtue of the Amended
MRA, Mr. Meisler emphasizes.  This conclusion is reinforced by
the termination of the Amended MRA pursuant to the MDA, he says.

The MDA provides that, upon termination of the Amended MRA, the
parties will have no further obligations thereunder.  This bars
the Indenture Trustees from asserting that they are third-party
beneficiaries of the Amended MRA with respect to the payments at
issue, all of which became due after October 6, 2009, Mr. Meisler
maintains.

The Reorganized Debtors thus ask Judge Drain to enjoin the
Indenture Trustees from taking any further action against DPH
Holdings or any of the former Debtors concerning any demand for
payment with respect to the 1995 Bonds.

Judge Drain is set to consider the Reorganized Debtors' requests
on December 16, 2010.  Objections are due no later than
December 9.

            Delphi Automotive Supports DPH's Request

Delphi Automotive LLP says it agrees with the positions taken by
the Reorganized Debtors in the Motion to Enforce Plan Injunction
against Trumbull County, including the assertion that the former
Debtors have no postpetition administrative claim obligations
relating to the 1994 Bonds.  Delphi Automotive thus joins the
Motion to Enforce as to Trumbull County.

Delphi Automotive Managing Restructuring Counsel, Karen J. Craft,
Esq., also tells the Court that to the extent Trumbull County's
August 20, 2010 letter is construed as a demand for payment from
Delphi Automotive or any of its subsidiaries or affiliates,
rather than DPH Holdings, the injunctions set forth in the
Modified Plan and the July 30 Confirmation Order also prohibit
Trumbull County from taking any action against Delphi Automotive
or any of its affiliates as to any prepetition obligations
relating to the 1994 Bonds.

                         About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is a global supplier of electronics and
technologies for automotive, commercial vehicle and other market
segments.  Delphi operates major technical centers, manufacturing
sites and customer support facilities in 30 countries.

The Company filed for Chapter 11 protection on October 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represented the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on January 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On October 6, 2009, Delphi Corp.'s Chapter 11 plan of
reorganization became effective.  A Master Disposition Agreement
executed among Delphi Corporation, Motors Liquidation Company,
General Motors Company, GM Components Holdings LLC, and DIP Holdco
3, LLC, divides Delphi's business among three separate parties --
DPH Holdings LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings will
remain responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

Bankruptcy Creditors' Service, Inc., publishes Delphi Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings of Delphi
Corp. and its debtor-affiliates.  (http://bankrupt.com/newsstand/
or 215/945-7000)


DEVELOPING EQUITIES: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------------
Debtor: Developing Equities Group LLC
        P.O. Box 631266
        Highlands Ranch, CO 80163-1266

Bankruptcy Case No.: 10-39617

Chapter 11 Petition Date: November 23, 2010

Court: U.S. Bankruptcy Court
       District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: Harvey Sender, Esq.
                  Matthew T. Faga, Esq.
                  1660 Lincoln Street, Suite 2200
                  Denver, CO 80264
                  Tel: (303) 296-1999
                  Fax: (303) 296-7600
                  E-mail: Sendertrustee@sendwass.com
                          faga@sendwass.com

Scheduled Assets: $16,977,815

Scheduled Debts: $6,823,390

The petition was signed by Jeffrey L. Kirkendall, manager.

The list of unsecured creditors filed together with its petition
contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Stratus North Creek, LLC           Bank Loan              $576,317
8480 E. Orchard Road, Suite 1100
Greenwood Village, CO 80111-5015


DIVERSIFIED INDUSTRIES: To Submit Proposal Under BIA to Creditors
-----------------------------------------------------------------
Diversified Industries Ltd. intends to file a Proposal to
Creditors, under the Bankruptcy and Insolvency Act, R.S.C. 1985,
as it can no longer meet its financial commitments as they come
due.Further to its news releases dated October 25 and November 19,
2010, two convertible debenture holders (570108 BC Ltd. and Tocher
Holdings Ltd.) have notified the Company that the Company has
defaulted under the terms of those convertible debentures and
requested repayment of the principal and interest amounts,
totaling approximately $670,000.

The Company intends to appoint G. Powroznik Group Inc., of G-Force
Group of Vancouver, B.C., as its trustee and has entered into
discussions with its major creditors relating to the potential
restructuring of the Company's business.


DREIER LLP: Bankruptcy Trustee Sues Investors to Recover $42-Mil.
-----------------------------------------------------------------
The trustee liquidating Marc Dreier's defunct law firm has filed
four lawsuits to recover nearly $42 million paid out to investors
in Dreier's bogus promissory note scheme, Dow Jones' Small Cap
reports.

                          About Dreier LLP

Marc Dreier founded New York-based law firm Dreier LLP --
http://www.dreierllp.com/-- in 1996.

On December 8, 2008, the U.S. Securities and Exchange Commission
filed a suit, alleging that Mr. Dreier made fraudulent offers and
sales of securities in several cities, selling fake promissory
notes to hedge and other private investment funds.  The SEC
asserted that Mr. Dreier also distributed phony financial
statements and audit opinions, and recruited accomplices in
connection with that scheme.  Mr. Dreier, currently in prison, was
charged by the U.S. government for conspiracy, securities fraud
and wire fraud (S.D.N.Y. Case No. 09-cr-00085).

Dreier LLP sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
08-15051) on December 16, 2008.  Stephen J. Shimshak, Esq., at
Paul, Weiss, Rifkind, Wharton & Garrison LLP, was tapped as
counsel.  The Debtor estimated assets of $100 million to
$500 million, and debts between $10 million and $50 million in its
Chapter 11 petition.  Gowan, a partner with Diamond McCarthy, was
appointed Chapter 11 trustee.

Wachovia Bank National Association, Sheila M. Gowan as trustee for
Dreier LLP's Chapter 11 Estate, and Steven J. Reisman as post-
confirmation representative of the bankruptcy estate of
360networks (USA) Inc. signed a petition that put Mr. Dreier into
bankruptcy under Chapter 7 on January 26, 2009 (Bankr. S.D.N.Y.
Case No. 09-10371).

Mr. Dreier, 60, pleaded guilty to fraud and other charges in May
2009.  The scheme to sell $700 million in fake notes unraveled in
late 2008.  Mr. Dreier is serving a 20-year sentence in a federal
prison in Minneapolis.


DRYSHIPS INC: Widens Net Income to $49-Mil. in Q3 2010
------------------------------------------------------
DryShips Inc. recorded net income of $49.3 million for the three-
month period ended September 30, 2010, as compared to a net income
of $31.4 million for the three-month period ended September 30,
2009.  The Company reported total revenue of $225.53 million in
the third quarter of 2010, compared with $222.25 million in the
same period in 2009.

Adjusted EBITDA was $168.1 million for the third quarter of 2010
as compared to $139.9 million for the same period in 2009.

The Company's balance sheet at Sept. 30, 2010, showed $5.80
million in total assets, $1.90 million in total current
liabilities, $1.10 million in total non current liabilities, and
stockholders' equity of $2.80 million.

George Economou, Chairman and Chief Executive Officer of the
Company commented:

"We are pleased to report another solid quarter of operating
results. The strategic decision to fix out our dry bulk fleet has
paid off as our time chartered fleet continues to outperform the
spot market.  With over 80% of our shipdays in 2011 fixed out at
around $37,000 per day we believe we will again outperform the
spot market next year.  On the ultra deepwater drilling business,
the two semi-submersibles continue to perform at high utilization
rates on highly profitable contracts.

"The ultra deepwater market has turned a corner in the last couple
of months and we believe that current enquiry from operators
matches or may even exceed the supply available in 2011.  This is
even before the full impact of the unfolding regulations in the
Gulf of Mexico are felt by the older rigs operating in the region.
Asset prices for ultra deepwater rigs with early delivery have
strengthened considerably as a result of strong interest to
purchase new assets from several drillers.

"After a long hiatus in terms of announced fixtures we are now
starting to see deals being concluded and expect the next three to
six months to be very active.  We believe rates for ultra
deepwater rigs bottomed in the low-$400,000 per day range in the
third quarter of 2010 and are now trending upwards.  The
employment contract we announced in October and the Letter of
Intent we announced last week reduced our available capacity in
2011 from five rigs to three and we are confident that the
remaining three drillships will find employment in the near
future. On the financing side we are working with a number of
banks on options for the first two drillships and are optimistic
that we will obtain the requisite financing in time for the
delivery of the first drillship.  Ocean Rig is well-positioned in
the ultra deepwater drilling sector with the most leverage to the
firming market. We remain committed to the sector and believe
Ocean Rig UDW is a strong platform to build a leading pure play in
the ultra deep water drilling segment."

A full-text copy of the Company's earnings release is available
for free at http://ResearchArchives.com/t/s?6f93

                       About DryShips Inc.

Based in Greece, DryShips Inc. -- http://www.dryships.com/--
-- owns and operates drybulk carriers and offshore oil
deep water drilling units that operate worldwide.  As of September
10, 2010, DryShips owns a fleet of 40 drybulk carriers (including
newbuildings), comprising 7 Capesize, 31 Panamax and 2 Supramax,
with a combined deadweight tonnage of over 3.6 million tons and
6 offshore oil deep water drilling units, comprising of 2 ultra
deep water semisubmersible drilling rigs and 4 ultra deep water
newbuilding drillships.

DryShips's common stock is listed on the NASDAQ Global Select
Market where it trades under the symbol "DRYS".

As reported in the Troubled Company Reporter on Sept. 29, 2010,
the Company said it is currently in negotiations with its lenders
to obtain waivers, waiver extensions or to restructure its debt.
As of June 30, 2010, the Company's theoretical exposure (current
portion of long-term debt less cash and cash equivalents less
restricted cash) amounted to $761.4 million.


DTS, L.C.: Case Summary & 14 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: DTS, L.C.
        501 Locust Street, Suite 215
        Des Moines, IA 50309

Bankruptcy Case No.: 10-05655

Chapter 11 Petition Date: November 22, 2010

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

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

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

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Dan Stanbrough, LC                    10-02109             4/26/10
Corporate Woods, LLC                  10-05563            11/17/10
Orchard, LLC                          10-05656            11/22/10
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000
Rose Marie, LC                        10-05657            11/22/10

The petitions were signed by Daniel J. Stanbrough, manager/member.

A list of DTS's 14 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/iasb10-05655.pdf

A list of Orchard's 12 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/iasb10-05656.pdf


EMPIRE LAND: CEO & Other Officers Can Use D&O Policy
----------------------------------------------------
Bankruptcy Law360 reports that the a bankruptcy judge approved a
deal under which the Chapter 7 trustee for Empire Land LLC agreed
to allow the Company's former CEO and others to tap into the
proceeds from a directors and officers liability policy to cover
defense costs.

Headquartered in Ontario, California, Empire Land, LLC, dba Empire
Land Development, LLC -- http://www.epinc.com/-- develops
communities and other land construction projects located in
California and Arizona.  As of March 31, 2008, the company owned
at least 11,800 lost in 14 separate land projects.  The company
and seven of its affiliates filed for Chapter 11 protection on
April 25, 2008 (Bankr. C.D. Calif. Lead Case No.08-14592).  James
Stang, Esq., at Pachulski Stang Ziehl & Jones, LLP, represents the
Debtors in their restructuring efforts.  The U.S. Trustee for
Region 16 has appointed three creditors to serve on an Official
Committee of Unsecured Creditors in these cases.  The Committee
selected Landau & Berger LLP as its general bankruptcy counsel.
When the Debtors filed for protection against their creditors,
they listed assets and debts between $100 million to $500 million.


E.R.T. SALES: Has Deal to Sell to MacNaughton and Kobayashi JV
--------------------------------------------------------------
ERT Sales of Hawaii, Inc., announced plans to sell substantially
all of its assets to Retail Partners Hawaii LLC, a newly formed
venture between The MacNaughton Group and Kobayashi Group.

The MacNaughton Group has extensive experience in retail
operations including owning and operating Blockbuster Video,
Starbucks Coffee, Jamba Juice and P.F. Chang's in Hawaii.  The
Kobayashi Group is a Hawaii-based real estate development and
investment firm specializing in residential, resort and commercial
projects.  MacNaughton and Kobayashi have teamed up together on a
number of successful projects over the last few years.

ERT Sales filed for chapter 11 protection in mid-January 2010
after experiencing a combination of business challenges that took
place when the economy stalled.  ERT currently operates 8 stores
on Oahu under the Price Busters and Let's Party brand names.  It
closed its downtown location in April 2010.  The proposed sale of
assets to Retail Partners is subject to Bankruptcy Court approval.

Price Busters currently has approximately 270 employees, all of
which are expected to be retained by Retail Partners.  Retail
Partners is also hopeful that all vendor relationships can be
preserved.

Beth Tom, President of ERT, founded the company in 1992 and has
made it her mission to offer value to customers through quality
merchandise at the best prices with a smile.  Tom will continue to
work as a consultant to Retail Partners Hawaii and assist with
purchasing merchandise and training new merchandise buyers for a
period of time after the transaction is completed.

"I have tremendous respect for Retail Partners in terms of their
business success and their people and I can't think of a better
fit for Price Busters for the future.  Price Busters has pretty
much been my life over the last 18 years and it is admittedly
difficult to hand the keys over to someone else, but I am doing
this for all the right reasons.  I look forward to helping the new
team during the transition period and I am confident about Price
Busters' future" said Tom.

"Beth is an invaluable resource and we are pleased she will assist
us in a consulting role as we stabilize and transition the
company," stated Jeff Arce, a principal of The MacNaughton Group.
"Her knowledge and passion for Price Busters will help us achieve
our goal of ensuring that Price Busters remains a viable player in
Hawaii's retail market, that jobs are retained and that Price
Busters continues to provide a great product through its
merchandise and customer relationships."

During chapter 11, the stores have continued to operate as usual,
although merchandise orders were cut back a bit and vendors were
concerned about shipping goods to a company in bankruptcy. Retail
Partners is poised to provide fresh capital and liquidity to ERT,
which should give vendors confidence to ship their goods. "Our
whole team has done a great job of managing the operations during
this period of time" said Tom. "We have done our best to keep the
shelves stocked with the right merchandise as best we can and are
really looking forward to being able to bring even more great
products in for the Holiday period. This is an important time for
our customers and we need to have the right products on the
shelves for them."

The two parties are working closely together to finalize all the
necessary documents and obtain all the necessary approvals,
including the approval of the Bankruptcy Court.  The asset
purchase is likely to close sometime during December, making it a
special Christmas for Price Busters employees and customers.
Price Busters is the largest locally-owned discount store
featuring party and seasonal merchandise, housewares, home
accents, toys and trendy stationery with over 35,000 items.  They
currently have 8 stores on Oahu including Windward Mall, Kapolei
Commons, Kailua, Pearlridge Mall, Pearl Highlands, Dillingham
Plaza, Mililani Town Center and Koko Marina.  In 2002, Price
Busters received the Retailer of the Year Award from the Retail
Merchants of Hawaii.

                         About E.R.T. Sales

E.R.T. Sales of Hawaii is a retailer of discounted party supplies.
It is the owner and operator of the Price Busters and Let's Party
chain of stores in Hawaii.  See http://www.pricebustershawaii.com

E.R.T. filed for chapter 11 bankruptcy on Jan. 12, 2010 (Bankr. D.
Hawaii. Case No. 10-00087).  The Company estimated assets and
debts between $1 million and $10 million in its Chapter 11
petition.

Jerrold K. Guben, Esq., at O'Connor Playdon & Guben, in Honolulu,
serves as counsel.


ESCALON MEDICAL: Posts $649,200 Net Loss in September 30 Quarter
----------------------------------------------------------------
Escalon Medical Corp. filed its quarterly report on Form 10-Q,
reporting a net loss of $649,162 on $7.48 million of revenue for
the three months ended September 30, 2010, compared with a net
loss of $657,499 on $7.52 million of revenue for the same period
of 2009.

"Working capital decreased roughly $316,000 as of September 30,
2010, and the current ratio decreased to 2.6 to 1 compared to
2.8 to 1 when compared to June 30, 2010," the Company said in the
filing.

The Company has an accumulated deficit of $57.29 million as of
September 30, 2010.

The Company's balance sheet as of September 30, 2010, showed
$22.28 million in total assets, $10.86 million in total
liabilities, and stockholders' equity of $11.42 million.

As reported in the Troubled Company Reporter on October 15, 2010,
Mayer Hoffman McCann P.C., in Plymouth Meeting, Pa., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's results for the fiscal year
ended June 30, 2010.  The independent auditors noted of the
ongoing debt payments on the debt related to the Biocode Hycel
acquisition and continued losses from operations and negative cash
flows from operating activities.

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

               http://researcharchives.com/t/s?6f85

                      About Escalon Medical

Escalon Medical Corp. (Nasdaq Capital Market: ESMC)
-- http://www.escalonmed.com/-- develops, markets and distributes
ophthalmic diagnostic, surgical and pharmaceutical products.  Drew
Scientific, which operates as a separate business unit, provides
instrumentation and consumables for the diagnosis and monitoring
of medical disorders in the areas of diabetes, cardiovascular
diseases and hematology, as well as veterinary hematology and
blood chemistry.  The Company has headquarters in Wayne,
Pennsylvania, and operations in Long Island, New York, New Berlin,
Wisconsin, Lawrence, Massachusetts, Dallas, Texas, Waterbury,
Connecticut, Miami, Florida, Barrow-in-Furness, U.K. and Le Rheu,
France.


EVERGREEN ENERGY: Posts $5 Million Net Loss in Q3 2010
------------------------------------------------------
Evergreen Energy Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $4.98 million on $100,000 of revenue for
the three months ended September 30, 2010, compared with a net
loss of $14.85 million on $260,000 of revenue for the same period
of 2009.

The Company's balance sheet as of September 30, 2010, showed
$33.93 million in total assets, $45.04 million in total
liabilities, $3,000 in temporary equity, and a stockholders'
deficit of $11.11 million.

As reported in the Troubled Company Reporter on April 5, 2010,
Deloitte & Touche LLP, in Denver, 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 recurring losses from operations and
stockholders' deficit.

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

               http://researcharchives.com/t/s?6f8b

Denver, Colo.-based Evergreen Energy Inc. (NYSE Arca: EEE)
-- http://www.evgenergy.com/-- is comprised of two discrete
business units within the clean energy technology sector, which
utilize two proprietary and potentially transformative green
technologies: K-Fuel and the GreenCert suite of software and
services.  The K-Fuel process, the Company's patented clean coal
technology, significantly improves the performance of low-rank
coals yielding higher efficiency and lower emissions by applying
heat and pressure to low-rank coals.  The Company's GreenCert
software suite focuses on providing business intelligence for the
power generation industry and enables power generators to leverage
their assets, whether they are coal, gas, solar, or wind, based on
business metrics that are important to them.


FAIRFIELD SENTRY: Venue for Clawback Suits Now Lies in Court
------------------------------------------------------------
Bankruptcy Law360 reports that a U.S. federal judge has ruled that
a bankruptcy court must decide the appropriate venue for more than
40 actions Fairfield Sentry Ltd., the largest Madoff feeder fund,
filed to claw back $3.8 billion from banks, insurers and other
financial firms.

                      About Fairfield Sentry

Fairfield Sentry is being liquidated under the supervision of the
Commercial Division of the High Court of Justice in the British
Virgin Islands.  It is one of the funds owned by the Fairfield
Greenwich Group, an investment firm founded in 1983 in New York
City.

Fairfield Sentry and other Greenwich funds had among the largest
exposures to the Bernard L. Madoff fraud.

Fairfield Sentry Limited, filed for Chapter 11 protection in June
2010 (Bankr. S.D.N.Y. Case No. 10-13164).

Greenwich Sentry, L.P., and an affiliate filed for Chapter 11
protection on November 19, 2010 (Bankr. S.D.N.Y. Case No.
10-16229) hoping to settle lawsuits filed against it in connection
with its investments with Bernard L. Madoff.

Bernard L. Madoff was charged by the Securities and Exchange
Commission in December 2008 of orchestrating the largest Ponzi
scheme in history, with losses topping US$50 billion. In March
2009, Madoff pleaded guilty to 11 federal crimes and admitted to
turning his wealth management business into a Ponzi scheme.  A
trustee was appointed to liquidate and has been filing clawback
suits against investors who withdrew phony profits from Madoff.

On May 18, 2009, Irving H. Picard, the trustee liquidating the
estate of Mr. Madoff and his firm, Bernard L. Madoff Investment
Securities, LLC, filed a lawsuit against Fairfield Sentry and
Greenwich, seeking the return of $3.55 billion that Fairfield
withdrew from Madoff during the period from 2002 to Madoff's
arrest in December 2008.  Since 1995, the Fairfield funds invested
about $4.5 billion with BLMIS.

Mr. Picard claims that Fairfield knew or should have known about
the fraud give that it received from BLMIS unrealistically high
and consistent annual returns of between 10% and 21% in contrast
to the vastly larger fluctuations in the S&P 100 Index.


FLORIDA GRANDE: Auction & Sale Hearing Scheduled for Dec. 14
------------------------------------------------------------
The United States Bankruptcy Court entered an order (Doc. 1182) on
Nov. 15, 2010, approving uniform bidding proposed by Florida
Grande Motor Coach Resort, Inc., in connection with the auction
and sale of substantially all of its assets.  The deadline to
submit a bid is 4:00 p.m., prevailing Eastern Time, on Dec. 10,
2010.  An auction will be conducted in the Bankruptcy Court in
Tampa, Fla., on Dec. 14, 2010, beginning at 11:00 a.m., prevailing
Eastern Time, and the debtor will ask the Court to ratify the sale
to the highest and best bidder at 1:30 p.m. that afternoon.
Copies of the Sale Documents are available by contacting William
Maloney at bill.maloney@bmaloney.com by e-mail.  Any objections to
the sale must be filed by Dec. 10, 2010, and served on:

    Counsel to the Debtor:

         Roberta A. Colton, Esq.
         TRENAM, KEMKER, SCHARFE, BARKIN, et al.
         101 E. Kennedy Boulevard, Suite 2700
         Tampa, FL 33602
         Telephone: (813) 223-7474
         E-mail: racolton@trenam.com

    Counsel for Madison:

         Ronald B. Cohn, Esq.
         Arnstein & Lehr LLP
         Two Harbour Place
         302 Knights Run Ave., Suite 1100
         Tampa, FL 33602

    Counsel for Essinar:

         Harley E. Riedel, Esq.
         Stichter, Riedel, Blain & Prosser, P.A.
         110 Madison St., Suite 200
         Tampa, FL 33602

    Counsel for Madison Florida Grande, LLC:

         Roger G. Jones, Esq.
         Bradley Arant Boult Cummings, LLP
         1600 Division St., Suite 700
         Nashville, TN 37203

Florida Grande Motor Coach Resort, Inc., --
http://www.floridagrande.us/-- is based in St. Petersburg, Fla.,
and owns and operates a motor coach resort.  The company sought
Chapter 11 protection (Bankr. M.D. Fla. Case No. 07-04022) on
May 15, 2007.  The Debtor estimated its assets and debts at less
than $100 million at the time of the filing.


FULL CIRCLE: Can Access SunTrust Bank's Cash Until December 7
-------------------------------------------------------------
The Hon. Jerry A. Funk of the U.S. Bankruptcy Court for the Middle
District of Florida authorized, on an interim basis, Full Circle
Dairy, LLC, to use the cash collateral of SunTrust Bank until
December 7, 2010.

A final hearing on the Debtor's request for further cash
collateral use will be held on December 7, at 3:30 p.m.

SunTrust Bank consents to the Debtor's use of the cash collateral
solely to pay expenses incurred in the ordinary course of the
Debtor's business and operations.

The Court's order provides that all cash, income or revenues
received by the Debtor will be deposited in the DIP bank accounts
that the Debtor opened with SunTrust Bank.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant SunTrust Bank replacement liens
on all of the Debtor's property to the same extent and with the
same priority, as the liens held by SunTrust prepetition.

As additional adequate protection, the Debtor will pay SunTrust
Bank $33,500.  The payment will be applied to the accrued interest
on prepetition debt owed to it.  SunTrust will also be provided
with superpriority administrative expenses status.

                      About Full Circle Dairy

Full Circle Dairy, LLC, operates a dairy in Lee, Florida.  It
filed for Chapter 11 bankruptcy protection on August 9, 2010
(Bankr. M.D. Fla. Case No. 10-06895).  Robert D Wilcox, Esq., at
Brennan, Manna & Diamond, PL, represents the Debtor.  The Official
Committee of Unsecured Creditors has tapped Volpe, Bajalia,
Wickes, Rogerson & Wachs as counsel.

The Company disclosed $14,281,637 in assets and $12,879,703 in
liabilities as of the Petition Date.


FULL CIRCLE: U.S. Trustee Forms Five-Member Creditors Committee
---------------------------------------------------------------
Donald F. Walton, the U.S. Trustee for Region 21, appointed five
members to the official committee of unsecured creditors in
the Chapter 11 cases of Full Circle Dairy, LLC.

The Creditors Committee members are:

1. Bell Farms
   Attn: Calvin Bell
   572 NW CR 270
   Mayo, FL 32066
   Tel: (386) 294-2416
   Fax: (386) 294-2416
   E-mail: bellfarms1@windstream.net

2. The Scoular Company
   Attn: Brandon English
   10801 Mastin Blvd., Bldg. 84, Suite 800
   Overland Park, KS 66210
   Tel: (913) 696-9206
   Fax: (913) 696-9229
   E-mail: benglish@scoular.com

3. Durant & Schoeppel
   Attn: Kevin Schoeppel
   6550 St. Augustine Road, Suite 105
   Jacksonville, FL 32217
   Tel: (904) 652-2600
   Fax: (904) 652-2610
   E-mail: mlewis@ds-law.net

4. Tri-County Electric Cooperative, Inc.
   Attn: George Webb
   2862 West US 90
   Madison, FL 32340
   Tel: (850) 973-2285
   Fax: (850) 973-1209
   E-mail: gwebb@tcec.com

5. Lakeland Nutrition Group, LLC
   Attn: David Stephens
   P.O. Box 1608
   Eaton Park, FL 33840
   Tel: (863) 682-4995
   Fax: (863) 686-9427
   E-mail: d.stephens@lakelandnutritiongroup.com

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Full Circle Dairy, LLC, operates a dairy in Lee, Florida.  It
filed for Chapter 11 bankruptcy protection on August 9, 2010
(Bankr. M.D. Fla. Case No. 10-06895).  Robert D Wilcox, Esq., at
Brennan, Manna & Diamond, PL, represents the Debtor.  The Company
disclosed $14,281,637 in assets and $12,879,703 in liabilities as
of the Petition Date.


FULL CIRCLE: Committee Taps Volpe Bajalia as Bankruptcy Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Full Circle Dairy, LLC, asks the U.S. Bankruptcy Court for
the Middle District of Florida for permission to employ Volpe,
Bajalia, Wickes, Rogerson & Wachs as counsel.

Volpe Bajalia will, among other things:

   -- render legal advice regarding the Committee's organization,
      duties and powers in the Chapter 11 case;

   -- assist the Committee in its investigation of the acts,
      conduct, assets, liabilities and financial condition of the
      Debtor, the operation of the Debtor's business and the
      desirability of continuing the same, the potential sale of
      the Debtor's assets, and any other matter relevant to the
      case or the formulation and analysis of any plan of
      reorganization or plan of liquidation; and

   -- attend meetings of the Committee and meetings with the
      Debtor, its attorneys, and other professionals, as requested
      by the Committee.

Volpe Bajalia will bill for services rendered and out-of-pocket
expenses incurred.  The Court document did not disclose the hourly
rates of the firm's personnel.

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

                      About Full Circle Dairy

Full Circle Dairy, LLC, operates a dairy in Lee, Florida.  It
filed for Chapter 11 bankruptcy protection on August 9, 2010
(Bankr. M.D. Fla. Case No. 10-06895).  Robert D Wilcox, Esq., at
Brennan, Manna & Diamond, PL, represents the Debtor.  The Company
disclosed $14,281,637 in assets and $12,879,703 in liabilities as
of the Petition Date.


FUSION TELECOMMUNICATIONS: Posts $1.25MM Loss in Third Quarter
--------------------------------------------------------------
Fusion Telecommunications International, Inc., incurred a net loss
of $1,250,803 for three months ended September 30, 2010, compared
with a net loss of $1,810,989 for the same period in 2009.
Revenue was $11,149,973 in the third quarter of 2010, compared
with $11,853,020 in the same period in 2009.

The Company's balance sheet at September 30, 2010, showed total
assets of $5,529,546, total liabilities of $12,176,331 and a
stockholders' deficit of $6,646,785

As already reported in the Troubled Company Reporter, Rothstein,
Kass & Company, P.C., in Roseland, N.J., 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 had negative working capital balances, incurred
negative cash flows from operations and net losses since
inception, and has limited capital to fund future operations.

The Company noted in the Form 10-Q that at September 30, it had a
working capital deficit of approximately $8,500,000 and an
accumulated deficit of approximately $143,600,000.  The Company
has continued to sustain losses from operations.  In addition, the
Company has not generated positive cash flow from operations since
inception.  The management is aware that its current cash
resources are not adequate to fund its operations for the
remainder of the year. During the nine months ended September 30,
the Company raised approximately $3,600,000 net of expenses from
sale of its securities.  The Company cannot provide any assurances
if and when it will be able to attain profitability.

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

               http://ResearchArchives.com/t/s?6f99

                  About Fusion Telecommunications

Headquartered in New York, Fusion Telecommunications
International, Inc. (OTC BB: FSNN) provides IP-based digital voice
and data communications services to carriers and corporations.


GAS CITY: Proofs of Claim Must Be Filed by December 31
------------------------------------------------------
The U.S. Bankruptcy Court directs all creditors of Gas City, Ltd.,
and the WIlliam J. McEnery Revocable Trust dated Apr. 22, 1993, to
file their proofs of claim (including requests for payment of
administrative expenses) by Dec. 31, 2010.  Governmental units
have until Apr. 25, 2011, to file their claims.  Claim forms must
be delivered to Kurtzman Carson Consultants LLC.

                          About Gas City

Gas City Ltd. -- http://www.gascity.net/-- based in Frankfort,
Ill., is an independent petroleum marketer with locations in
Northeast Illinois, Northwest Indiana, Florida and Arizona.
Gas City sought Chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 10-47879) on Oct. 26, 2010, estimating assets
at $50 million to $100 million and debts at $100 million to
$500 million.  Gas City's parent, the William J. McEnery
Revocable Trust dated Apr. 22, 1993, filed a separate
Chapter 11 petition (Bankr. N.D. Ill. Case No. 10-47895).

Paul V. Possinger, Esq., at Proskauer Rose LLP, and Daniel A.
Zazove, Esq., at Perkins Coie LLP, represent the Debtors.
A. Jeffrey Zappone at Conway Mackenzie is the Debtors' chief
restructuring officer.  Kurtzman Carson Consultants is the
Debtors' claims agent.


GENERAL MOTORS: B. Kidwell Asserts Contempt of Order by New GM
--------------------------------------------------------------
Bankruptcy Judge Robert Gerber directed the Debtors General Motors
LLC to respond within three weeks to a motion to show cause why
New GM and its corporate governance should not be held in contempt
for intentionally violating the Court's orders filed by Billy Ray
Kidwell.

Mr. Kidwell alleges that he is an "assumed liability" pursuant to
the 363 Sale Order in that he had an express written warranty for
a new Chevrolet truck and was engaged in the Lemon Lawsuit in
Florida against New GM.  Mr. Kidwell asserts that he merely wants
his day in Court that is being denied to him because of New GM's
telling a Florida court that the new vehicle written warranties
are not an assumed liability and that New GM does not have to
honor the Vehicle Warranties because of the Debtors' bankruptcy.

The matter will be put on for a non-evidentiary hearing after the
Debtors and New GM file their responses, Judge Gerber said.

                       About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company -- http://www.gm.com/-- is one of the world's largest
automakers.  GM employs 205,000 people in every major region of
the world and does business in some 157 countries.  GM and its
strategic partners produce cars and trucks in 31 countries, and
sell and service these vehicles through the following brands:
Buick, Cadillac, Chevrolet, FAW, GMC, Daewoo, Holden, Jiefang,
Opel, Vauxhall and Wuling.  GM's largest national market is China,
followed by the United States, Brazil, Germany, the United
Kingdom, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. is 60.8% owned by the U.S. Government.  It was
formed to acquire the operations of General Motors Corporation
through a sale under 11 U.S.C. Sec. 363 following Old GM's
bankruptcy filing.  The deal was closed on July 10, 2009, and Old
GM changed its name to Motors Liquidation Co.  Old GM remains
subject to a pending Chapter 11 reorganization case before the
U.S. Bankruptcy Court for the Southern District of New York.

At June 30, 2010, GM had US$131.899 billion in total assets,
US$101.00 billion in total liabilities, US$6.998 billion in
preferred stock, and US$23.901 billion in stockholders' equity.

New GM has a 'BB-' corporate credit rating from Standard & Poor's
and a 'BB-' issuer default rating from Fitch.

                     About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
assist the Debtors in their restructuring efforts.  Al Koch at AP
Services, LLC, an affiliate of AlixPartners, LLP, serves as the
Chief Executive Officer for Motors Liquidation Company.  GM is
also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP is
providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured Creditors
Holding Asbestos-Related Claims.  Lawyers at Kramer Levin Naftalis
& Frankel LLP serve as bankruptcy counsel to the Creditors
Committee.  Attorneys at Butzel Long serve as counsel regarding
supplier contract matters.  FTI Consulting, Inc., serves as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represents the Asbestos
Committee.  Legal Analysis Systems, Inc., serves as asbestos
valuation analyst.

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


GENERAL MOTORS: Old GM Settles Environ. Conservation's Claims
-------------------------------------------------------------
Motors Liquidation Co. and its units entered into separate
stipulations resolving certain claims of these parties:

  * Environmental Conservation & Chemical Corporate Site
  * Third Site Trust Fund

  (A) Environmental Conservation & Chemical Corporation Site
      Trust Fund.  The parties agree that:

      (1) Environmental Conservation will file a notice of
          withdrawal of Claim Nos. 43887 and 70312 immediately
          upon Court approval of this stipulation.

      (2) Upon the withdrawal of those claims, Claim No. 70450
          will be treated as an allowed general unsecured claim
          against Motors Liquidation Company for $450,000, which
          will not be subject to any defense, counterclaim,
          right of setoff, reduction, avoidance, disallowance.

  (B) Third Site Trust Fund.  The parties agree that Claim No.
      43889 will be treated as an allowed general unsecured
      claim against MLC for $210,943, which Claim will not be
      subject to any defense, counterclaim, right of setoff,
      reduction, avoidance, disallowance or subordination.

In addition, the Claimants will receive distributions on account
of their Allowed Claims pursuant to a confirmed chapter 11 plan
or plans in the Debtors' Chapter 11 cases.

Upon receipt of those distributions on account of the Allowed
Claims, those claims will be deemed satisfied in full.  The
Claimants will have no further rights to payment from the Debtors
with respect to the Allowed Claims.  The Claimants will also
waive any and all claims against any of the Debtors, and are
barred from asserting any and all claims in existence as of the
execution of the Parties' Stipulations.

The Debtors' claims agent, Garden City Group will be authorized
to adjust the Debtors' claims register to reflect (i) allowance
of the Allowed Claims and (ii) withdrawal of Claim Nos. 43887 and
70312.

                       About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company -- http://www.gm.com/-- is one of the world's largest
automakers.  GM employs 205,000 people in every major region of
the world and does business in some 157 countries.  GM and its
strategic partners produce cars and trucks in 31 countries, and
sell and service these vehicles through the following brands:
Buick, Cadillac, Chevrolet, FAW, GMC, Daewoo, Holden, Jiefang,
Opel, Vauxhall and Wuling.  GM's largest national market is China,
followed by the United States, Brazil, Germany, the United
Kingdom, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. is 60.8% owned by the U.S. Government.  It was
formed to acquire the operations of General Motors Corporation
through a sale under 11 U.S.C. Sec. 363 following Old GM's
bankruptcy filing.  The deal was closed on July 10, 2009, and Old
GM changed its name to Motors Liquidation Co.  Old GM remains
subject to a pending Chapter 11 reorganization case before the
U.S. Bankruptcy Court for the Southern District of New York.

At June 30, 2010, GM had US$131.899 billion in total assets,
US$101.00 billion in total liabilities, US$6.998 billion in
preferred stock, and US$23.901 billion in stockholders' equity.

New GM has a 'BB-' corporate credit rating from Standard & Poor's
and a 'BB-' issuer default rating from Fitch.

                     About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
assist the Debtors in their restructuring efforts.  Al Koch at AP
Services, LLC, an affiliate of AlixPartners, LLP, serves as the
Chief Executive Officer for Motors Liquidation Company.  GM is
also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP is
providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured Creditors
Holding Asbestos-Related Claims.  Lawyers at Kramer Levin Naftalis
& Frankel LLP serve as bankruptcy counsel to the Creditors
Committee.  Attorneys at Butzel Long serve as counsel regarding
supplier contract matters.  FTI Consulting, Inc., serves as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represents the Asbestos
Committee.  Legal Analysis Systems, Inc., serves as asbestos
valuation analyst.

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


GENERAL MOTORS: To Invest $163MM, Retain 184 Jobs in Three Plants
-----------------------------------------------------------------
General Motors disclosed that a $163.2-million investment in its
operations in Flint and Bay City, Michigan, and Defiance, Ohio, to
support engine production for the Chevrolet Volt, Chevrolet Cruze
and a new Chevrolet small car to be built in the United States.
The investment will protect 184 jobs at the three sites.

"This investment is essential in ensuring we can meet the expected
high demand for the Chevrolet Volt, Chevrolet Cruze and a small
car that will be produced at our Orion Township facility," said
Kathleen Dilworth, Flint Engine Operations plant manager.  "These
three facilities will continue to play a key role in GM's
resurgence and efforts to bring to market vehicles with segment-
leading fuel economy."

The announcement brings the total of new U.S. investment to more
than $3.3 billion, and GM has created or retained more than 8,000
jobs in 21 U.S. plants since emerging from bankruptcy in July
2009.

The investments include:

Flint Engine Operations: $138.3 million and 135 jobs

Bay City components: $12.7 million and eight jobs

Defiance castings: $12.2 million and 41 jobs

The investments will be used to support increased production of
the Ecotec 1.4-liter engine that is used in the Chevrolet Cruze
and a 1.4L variant used in the Chevrolet Volt. Flint Engine is
expected to start production of 400 engines a day in early 2011
and ramp up to 800 engines a day in late 2011. The newest
investment increases its capacity to 1,200 a day in late 2012.

Bay City will increase connecting rod and camshaft production and
Defiance will boost output of engine block and crankshaft
castings.

In less than two years, GM has invested nearly $700 million and
protected more than 600 jobs at the three facilities.

"The UAW has and will continue to play a key role in GM's
revival," said Terry Everman, UAW Local 599 chairman.  "Our
members have demonstrated that they are more than capable of
building the latest and greatest in technology that will power
some of the most fuel-efficient vehicles in the market."

The Ecotec 1.4L turbocharged engine for the Chevrolet Cruze is
like two engines in one with the fuel economy of a small
displacement engine and the performance of a larger engine.  The
1.4L engine helps the Cruze Eco achieve a segment-leading EPA-
estimated 42 highway mpg.

The 1.4L naturally aspirated engine enables range extension for
the Chevrolet Volt.  After the battery is depleted the on-board
engine-generator creates additional electricity to power the car
for hundreds of additional miles of extended range.

                     About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company -- http://www.gm.com/-- is one of the world's largest
automakers.  GM employs 205,000 people in every major region of
the world and does business in some 157 countries.  GM and its
strategic partners produce cars and trucks in 31 countries, and
sell and service these vehicles through the following brands:
Buick, Cadillac, Chevrolet, FAW, GMC, Daewoo, Holden, Jiefang,
Opel, Vauxhall and Wuling.  GM's largest national market is China,
followed by the United States, Brazil, Germany, the United
Kingdom, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. is 60.8% owned by the U.S. Government.  It was
formed to acquire the operations of General Motors Corporation
through a sale under 11 U.S.C. Sec. 363 following Old GM's
bankruptcy filing.  The deal was closed on July 10, 2009, and Old
GM changed its name to Motors Liquidation Co.  Old GM remains
subject to a pending Chapter 11 reorganization case before the
U.S. Bankruptcy Court for the Southern District of New York.

At June 30, 2010, GM had US$131.899 billion in total assets,
US$101.00 billion in total liabilities, US$6.998 billion in
preferred stock, and US$23.901 billion in stockholders' equity.

New GM has a 'BB-' corporate credit rating from Standard & Poor's
and a 'BB-' issuer default rating from Fitch.

                     About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
assist the Debtors in their restructuring efforts.  Al Koch at AP
Services, LLC, an affiliate of AlixPartners, LLP, serves as the
Chief Executive Officer for Motors Liquidation Company.  GM is
also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP is
providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured Creditors
Holding Asbestos-Related Claims.  Lawyers at Kramer Levin Naftalis
& Frankel LLP serve as bankruptcy counsel to the Creditors
Committee.  Attorneys at Butzel Long serve as counsel regarding
supplier contract matters.  FTI Consulting, Inc., serves as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represents the Asbestos
Committee.  Legal Analysis Systems, Inc., serves as asbestos
valuation analyst.

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


GLAZIER GROUP: Section 341(a) Meeting Scheduled for Dec. 17
-----------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of The
Glazier Group, Inc.'s creditors on December 17, 2010, at 2:30 p.m.
The meeting will be held at Office of the United States Trustee,
80 Broad Street, Fourth Floor, New York, NY 10004-1408.

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.

New York-based The Glazier Group, Inc., filed for Chapter 11
bankruptcy protection on November 15, 2010 (Bankr. S.D.N.Y. Case
No. 10-16099).  Frederick E. Schmidt, Esq., Joshua Joseph Angel,
Esq., and Seth F. Kornbluth, Esq., at Herrick, Feinstein LLP,
assist the Debtor in its restructuring effort.  The Debtor
estimated its assets and debts at $10 million to $50 million.


GLAZIER GROUP: Court Extends Filing of Schedules Until Dec. 29
--------------------------------------------------------------
The Hon. Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York extended, at the behest of The
Glazier Group, Inc., the deadline for the filing of schedules of
assets and liabilities and statement of financial affairs by an
additional 30 days, until December 29, 2010.

Due to the complexity and diversity of its operations, the Debtor
anticipates that it will be unable to complete its Schedules in
the 14 days provided under F.R.B.P. Rule 1007(c).

New York-based The Glazier Group, Inc., is a privately owned
corporation that provides restaurant management and support
services to certain affiliates.  It filed for Chapter 11
bankruptcy protection on November 15, 2010 (Bankr. S.D.N.Y. Case
No. 10-16099).  Frederick E. Schmidt, Esq., Joshua Joseph Angel,
Esq., and Seth F. Kornbluth, Esq., at Herrick, Feinstein LLP,
assist the Debtor in its restructuring effort.  The Debtor
estimated its assets and debts at $10 million to $50 million.


GLAZIER GROUP: Has  Interim OK to Use GECC's Cash Collateral
------------------------------------------------------------
The Glazier Group, Inc., sought and obtained interim authorization
from the Hon. Allan L. Gropper of the U.S. Bankruptcy Court for
the Southern District of New York to use the cash collateral of
General Electric Capital Corporation through and until January 14,
2011.

The Debtor owes GECC $5.8 million in connection with a certain
prepetition loan.  GECC asserts a perfected security interest
against, inter alia, the Debtor's and its affiliates' inventory
and accounts receivable.

Joshua J. Angel, Esq., at Herrick, Feinstein LLP, explained that
the Debtor needs access to the cash collateral to fund its Chapter
11 case, pay suppliers and other parties.  The Debtor estimates
that the cash expenses for the interim period will be $3,037,178
and that cash receipts will be approximately $3,207,000.  The
Debtor will use the collateral pursuant to a budget, a copy of
which is available for free at:

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

In exchange for using the cash collateral, the Debtor will grant
the Lender, a valid, binding, enforceable and automatically
perfected lien, and security interest in the Debtor's presently
owned or hereafter acquired property and assets to the extent that
the property and assets would have constituted prepetition
collateral.

As additional security for the adequate protection claim, the
Debtor will provide monthly adequate protection payments of $5,000
which payments will reduce the principal amount of the secured
portion of the GECC debt.

The Court has set a final hearing for January 12, 2011, at
10:00 a.m. the Debtor's request for authorization to use cash
collateral.

New York-based The Glazier Group, Inc., is a privately owned
corporation that provides restaurant management and support
services to certain affiliates.  It filed for Chapter 11
bankruptcy protection on November 15, 2010 (Bankr. S.D.N.Y. Case
No. 10-16099).  Frederick E. Schmidt, Esq., Joshua Joseph Angel,
Esq., and Seth F. Kornbluth, Esq., at Herrick, Feinstein LLP,
assist the Debtor in its restructuring effort.  The Debtor
estimated its assets and debts at $10 million to $50 million.


GOTTSCHALKS INC: Proposes to Hire Collections Agent for Vendors
---------------------------------------------------------------
BankruptcyData.com reports that Gottschalks Inc. filed with the
U.S. Bankruptcy Court a motion seeking to retain University
Management Associates & Corp./Atwell, Curtis & Brooks (Contact:
Paul Rome) as collections agent for (i) a contingent fee
commission of 30% of all vendor payments on account of the
collection assets that the firms obtain without the engagement of
a collections attorney and (ii) 35% of all vendor payments on
account of collection assets that the firms obtain if a
collections attorney is engaged.

                      About Gottschalks Inc.

Headquartered in Fresno, California, Gottschalks Inc. (Pink
Sheets: GOTTQ.PK) -- http://www.gottschalks.com/-- was a
department and specialty store chain in United States that
operated 58 full-line department stores and 3 specialty stories
in 6 western states.

The Company filed for Chapter 11 protection on January 14, 2009
(Bankr. D. Del. Case No. 09-10157).  Stephen H. Warren, Esq.,
Karen Rinehart, Esq., Alexandra B. Redwine, Esq., and Ana Acevedo,
Esq., at O'Melveny & Myers LLP, represents the Debtor as counsel.
Mark D. Collins, Esq., Michael J. Merchant, Esq., and Lee E.
Kaufman, Esq., at Richards, Layton & Finger, P.A., serve as the
Debtors' co-counsel.  The Debtor selected Kurtzman Carson
Consultants LLC as its claims agent.  When the Debtor filed for
protection from its creditors, it disclosed $288,438,000 in
total assets and $197,072,000 in total debts.


GREENWICH SENTRY: Files List of 2 Largest Unsecured Creditors
-------------------------------------------------------------
Greenwich Sentry, L.P., and Greenwich Sentry Partners, L.P., have
filed with U.S. Bankruptcy Court for the Southern District of New
York its list of 2 largest unsecured creditors, disclosing:

  Entity                         Nature of Claim      Claim Amount
  ------                         ---------------      ------------
Irving H. Picard, Esq.
SPIC Trustee
Bernard L. Madoff
Invest, Sec., LLC
Baker Hostetler
45 Rockefeller Plaza              Preference and
11th Floor                        Fraudulent
New York, NY 10111                Transfer Claims     $206,000,000

Berkow Schecter & Co. LLP
350 Bedford Street
Suite 303
Stamford, CT 06901                Trade Debt               $30,000

New York-based Greenwich Sentry, L.P., filed for Chapter 11
bankruptcy protection on November 19, 2010 (Bankr. S.D.N.Y.
Case No. 10-16229).  Paul R. DeFilippo, Esq., at Wollmuth
Maher & Deutsch LLP, assists the Debtor in its restructuring
effort.  The Debtor estimated its assets and debts at
$100 million to $500 million.

Affiliate Fairfield Sentry Limited (Bankr. S.D.N.Y. Case No. 10-
13164) filed a separate Chapter 11 petition on June 14, 2010.


GREENWICH SENTRY: Taps Wollmuth Maher as Bankruptcy Counsel
-----------------------------------------------------------
Greenwich Sentry, L.P., and Greenwich Sentry Partners, L.P., ask
for authorization from the U.s. Bankruptcy Court for the Southern
District of New York to employ Wollmuth Maher & Deutsch LLP as
bankruptcy counsel.

Wollmuth Maher will, among other things:

     a. assist in the preparation of the disclosure statement and
        plan of reorganization;

     b. negotiate with the Debtors' creditors and take legal steps
        to confirm and consummate a plan of reorganization;

     c. prepare motions, applications, answers, proposed orders,
        reports and other papers to be filed by the Debtors in
        their bankruptcy cases; and

     d. appear before the Court to represent and protect the
        interests of the Debtors and their estates.

Wollmuth Maher will be paid based on the rates of its
professionals:

        Partners                               $495-$615
        Of Counsel Attorneys                     $495
        Associates                             $250-$425
        Paraprofessionals                       $95-$195

Paul R. DeFilippo, Esq., a member at Wollmuth Maher, assures the
Court that the firm is a "disinterested person" as that term
defined in Section 101(14) of the Bankruptcy Code.

New York-based Greenwich Sentry, L.P., filed for Chapter 11
bankruptcy protection on November 19, 2010 (Bankr. S.D.N.Y.
Case No. 10-16229).  The Debtor estimated its assets and debts at
$100 million to $500 million.

Affiliate Fairfield Sentry Limited (Bankr. S.D.N.Y. Case No. 10-
13164) filed a separate Chapter 11 petition on June 14, 2010.


GULFSTREAM INT'L: Wants to Sell Assets as Plane Leases Expiring
---------------------------------------------------------------
Gulfstream International Group, Inc., et al., ask the U.S.
Bankruptcy Court for the Southern District of Florida for
authorization to sell a portion of or substantially all of the
Debtors' assets; and in the alternative, to assume and assign the
Lease Agreements.

The Debtors relate they need to sell the assets before a May 14,
2010 forbearance agreement with Raytheon Aircraft Credit
Corporation (RACC) will terminate on December 6, 2010.  The
Debtors entered into the Forbearance Agreement pertaining to the
extension of those operating leases for 21 Beech 1900D Aircraft.

In conjunction with efforts for additional financing, the Debtors
were marketing their business and assets for sale.  The Debtors
also entered into a Letter Agreement with Victory Park which
provides for the possibility of the Lender Sponsored Transaction.

The Debtors relate that the interim postpetition financing alone
will not accommodate continued operations in Chapter 11 during the
proposed sale process, given severe liquidity restraints.

The Debtors and Victory Park continue to work to satisfy the
conditions required by the Letter Agreement and the Interim DIP
Order.  The Lender Sponsored Transaction is conditioned upon
reaching an agreement with RACC acceptable to the lender, the
Debtors and RACC for the exercise of the Purchase Option.

In the event that a sale is not consummated, the Debtors would be
faced with the imminent loss of their fleet of leased aircraft on
December 7.  Accordingly, the Debtors have concluded that it may
be necessary to conduct an auction for the sale of the Debtors'
assets if the Lender Sponsored Transaction does not consummate by
December 6.

While the closing of a Lender Sponsored Transaction with Victory
Park remains the Debtors' preferred choice for a prompt and
expeditious resolution of the cases, the Debtors recognize that
the need to timely maintain the benefits of the RACC Forbearance
Agreement mandates consideration of alternative transactions.

In furtherance of the goal, the Debtors have retained the services
of Jetstream Aviation Management, LLC, as financial advisors to
the Debtors.  Jetstream will be assisting the Debtors in
implementing the sale process.

The Debtors also ask the Court to approve the sale-related
schedule:

   Sale Hearing                  December 5

   Bid Deadline                  12:00 noon (Eastern Time)
                                 on December 1

   Auction                       10:00 a.m. on December 5 at
                                 Berger Singerman, P.A., 350
                                 East Las Olas Blvd., Suite 1000,
                                 Fort Lauderdale, Florida

The Debtors also request that they be authorized to enter into an
agreement that provides a bidder who is willing to serve as a
stalking horse bidder a Breakup Fee of up to 3% of the total value
offered by such stalking horse bidder in its bid or reimbursement
of documented out-of-pocket expenses that are actually incurred up
to $150,000.

                 About Gulfstream International

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

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

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

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

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


HARBOR POINTE: Receiver Authorized to Close Living Facility
-----------------------------------------------------------
Kevin Clerici at Ventura County Star reports that a judge
authorized the receiver for Harbor Pointe Chalet, to close Harbor
Pointe's assisted living facility in Oxnard.

According to the report, Harbor Pointe, which has been under
receivership since February, has 70 residents, who have been given
60 days to find other accommodations.  More than a dozen employees
are also losing their jobs.

Ventura County Star reports that an outside management firm,
Integral Senior Living, has been brought in by the receiver to
find facilities for the displaced residents.

Harbor Pointe is considered one of the least expensive facilities
in the area for assisted care, which can run upwards of $4,000 a
month in high-end centers.


HARRISBURG, PA: Cravath's Zumbro Appears Before City Council
------------------------------------------------------------
Charles Thompson, writing for The Patriot-News, reports that Paul
Zumbro, Esq., a representative of Cravath, Swaine & Moore made
clear Monday night that if it is formally engaged to advise
Harrisburg on its incinerator debt crisis, its pro bono work will
not stop at the courthouse door.  According to the report,
Mr. Zumbro, under questioning from council members, said if city
officials deem a municipal bankruptcy filing is appropriate, his
firm will handle that case "up to and through a confirmation of a
plan of reorganization" of debts.

The report notes Mr. Zumbro, however, said the firm would want to
be reimbursed for travel, photocopying and some research costs.
In addition, if a case was still pending as of December 31, 2011,
it would have to revisit its commitment to working for free.

                     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.


HEALTH NET: Fitch Retains Evolving Watch on 'BB-' Issuer Rating
---------------------------------------------------------------
Fitch Ratings announced that Health Net, Inc. ratings remain on
ratings watch evolving.

Fitch's action follows Friday's announcement from the Centers for
Medicare & Medicaid Services indicating that the company was
required to suspend marketing and enrolling new beneficiaries into
their prescription drug and Medicare Advantage plans.

Fitch views the magnitude of the CMS sanction's adverse impact on
Health Net as uncertain.  The announcement comes during the open
enrollment period which Fitch believes may heighten sensitivity to
renewing existing members.  At this time it is unclear how this
announcement will affect the company's Medicare membership and
earnings for 2011.  It is also unclear whether Health Net will
incur any fines or penalties as a result of the announcement.

Fitch notes that outside CMS sanctions, Health Net's credit
fundamentals have improved in recent quarters.  Positive
developments include favorable earnings momentum, debt reductions,
and perhaps most significantly, in Fitch's view, the renewal of
the company's TRICARE contract for the north region.

As of year-end 2009, Health Net's TRICARE membership was 3 million
and pre tax earnings were $165 million.  Retention of the contract
helps Health Net keep roughly half its total membership and a
significant source of its earnings.  New features of the contract
imply the earnings will be somewhat lower than in previous years
as it moves from a partially underwritten product to a more
administrative services only type of arrangement.

Fitch lowered Health Net's ratings on July 14, 2009, on the
announced loss of the TRICARE contract.  Upon the successful
appeal and announced retention of the contract on May 6, 2010,
Fitch placed the ratings on ratings watch 'evolving' with the
expectation that that the ratings would like be higher pending
review of the new contract.  The ratings watch also considers the
potential for the ratings to be further lowered due to new
guidelines anticipated as part of the Patient Protection and
Affordable Care Act.  Fitch is waiting to review the anticipated
affect of the CMS announcement before taking any rating action.

Fitch recognizes Health Net's improving financial fundamentals.
YTD 2010 earnings are significantly improved over 2009 results.
The company reported pre-tax earnings of $207 million through
Sept. 30, 2010, versus $9 million for the same period in 2009.
The increase is attributed to administrative cost restructuring,
better than expected utilization, and the positive effects from
prior period reserve development.

In addition, some proceeds received as part of the sale of the
company's Northeast operation to United Health Group in December
2009 were used to pay down the company's amortizing bank note.  As
a result, the company's financial leverage declined from 26% as of
YE 2009 to 23% as of Sept. 30, 2010 with expectations that it will
decline further by year end 2010.  Cashflow based financial
leverage also improved.  Debt to EBITDA improved from 8.8 times as
of YE 2009 to 1.4x as of Sept. 30, 2010.  Similarly, interest
coverage improved from 0.4x in 2009 to 8.7x in the nine months
ended Sept. 30, 2010.

Fitch's view on Health Net also considers operating company
capitalization that is lower than most of its health insurance
sector peers and earnings volatility stemming from significant
one-time charges.  The ratings also consider modest enrollment
gains in the California commercial market in the third quarter of
2010 following multiple quarters of material enrollment losses, as
well as Health Net's increased geographic concentration in the
California market, and its high proportion of underwritten
commercial business relative to its peers.

Fitch maintains these ratings on Rating Watch Evolving:

Health Net Inc

  -- Long-term IDR 'BB-';
  -- 6.375% senior notes due June 2017 'B+'.

Health Net Of California, Inc
Health Net of Arizona, Inc
Health Net Plan of Oregon, Inc

  -- IFS 'BBB-'.


INN AT MISSOURI: Bankr. Court OKs Dismissal of Reorganization Case
------------------------------------------------------------------
The Hon. Charles E. Rendlen, III, of the U.S. Bankruptcy Court for
the Eastern District of Missouri dismissed the Chapter 11 case of
Inn at Missouri Research Park, LLLP.

The Debtor related that Premier Bank had foreclosed all of its
assets, and there was no way for it to operate its business or
effectively reorganize.

St. Louis, Missouri-based Inn at Missouri Research Park, LLLP, dba
Wingate by Wyndham Hotel, filed for Chapter 11 bankruptcy
protection on May 3, 2010 (Bankr. E.D. Mo. Case No. 10-44907).
David M. Dare, Esq., at Herren, Dare & Streett, represented the
Debtor.  The Company disclosed $11,019,000 in assets and
$8,703,495 in liabilities as of the Petition Date.


INNKEEPERS USA: Midland Balks at Kirkland's $1.6MM Fee Bid
----------------------------------------------------------
Bankruptcy Law360 reports that Midland Loan Services Inc. has
challenged Kirkland & Ellis LLP's request for $1.6 million in fees
for the month of September related to its representation of
Innkeepers USA Trust, with the secured lender asking the
bankruptcy court to consider whether the amount is reasonable.

                     About Innkeepers USA Trust

Innkeepers USA Trust is a self-administered Maryland real estate
investment trust with a primary business focus on acquiring
premium-branded upscale extended-stay, mid-priced limited service,
and select-service hotels.

Innkeepers, through its indirect subsidiaries, owns and operates
an expansive portfolio of 72 upscale and mid-priced extended-stay
and select-service hotels, consisting of approximately 10,000
rooms, located in 20 states across the United States.

Apollo Investment Corporation acquired Innkeepers in June 2007.

Innkeepers USA Trust and a number of affiliates filed for
Chapter 11 on July 19, 2010 (Bankr. S.D.N.Y. Case No. 10-13800).

Attorneys at Kirkland & Ellis LLP, serve as counsel to the
Debtors.  AlixPartners is the restructuring advisor and Marc A.
Beilinson is the chief restructuring officer.  Moelis & Company is
the financial advisor.  Omni Management Group, LLC, is the claims
and notice agent.  The petition estimated assets and debts of more
than $1 billion as of the bankruptcy filing.

In 2009, Innkeepers' consolidated revenues were approximately
$292 million and adjusted EBITDA were approximately $85 million.
The Company's consolidated assets for 2009 totaled approximately
$1.5 billion.  As of July 19, 2010, the Company and its affiliates
have incurred approximately $1.29 billion of secured debt.


INSTACARE CORP: Reports $138,289 Net Income in Third Quarter
------------------------------------------------------------
InstaCare Corp. filed its quarterly report on Form 10-Q, reporting
net income of $138,289 for the quarterly period ended September
30, 2010, compared with net income of $229,270 for the same period
a year ago.  Revenue was $4,751,956 in the third quarter of 2010,
compared with $4,491,831 in the same period in 2009.

The Company's balance sheet at September 30, 2010, showed
$4,451,147 in total assets, $1,362,738 in total current
liabilities, $205,500 in contingencies, and stockholders' equity
of $2,882,909.

As reported by the Troubled Company Reporter on May 25, 2010,
Beckstead & Watts, LLP, 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 suffered recurring losses from operations.

In the Form 10-Q, InstaCare Corp. said, "The Company has an
accumulated deficit of $16,961,707 as of September 30, 2010.
These accumulated loss conditions have raised substantial doubt
about the Company's ability to continue as a going concern.
Although the Company's recent growth has greatly improved cash
flows, and the Company generally meets its obligations on a
monthly basis, the Company, nonetheless need to obtain additional
financing to provide working capital for growth, to introduce its
new Genstrip product line and to better manage our operations.
The management is seeking additional financing, and may also
consider a merger or acquisition candidate.  The Company also
intends to acquire interests in various business opportunities,
which in the opinion of management, will assist in the Company's
profitability.  The Company's recent agreements for the exclusive
distribution of the Genstrip product line and the success it has
had engaging a very large retail concern to market the Genstrip
are two business opportunities.  The management believes these
efforts will generate sufficient cash flows from future operations
to meet its obligations and working capital needs.  There is no
assurance any additional transactions will occur.  These financial
statements do not include any adjustments relating to the
recoverability and classification of asset carrying amounts or the
amount and classification of liabilities that might result should
the Company be unable to continue as a going concern."

A full-text copy of the Company's quarterly report on Form 10-Q is
available for free at http://ResearchArchives.com/t/s?6f82

Westlake Village, Calif.-based instaCare Corp., through its
subsidiary companies, is a nationwide prescription and non-
prescription diagnostics and home testing products distributor.


INTEGRATED BIOHPHARMA: Lowers Net Loss to $1,000 in Sept. 30 Qtr.
-----------------------------------------------------------------
Integrated BioPharma Inc. filed its quarterly report on Form
10-Q, reporting a net loss of $1,000 on $11.08 million of sales
for the three months ended Sept. 30, 2010, compared with a net
loss of $937,000 on $11.03 million of sales for the same period a
year ago.

The Company's balance sheet at Sept. 30, 2010, showed
$13.40 million in total assets, $18.93 million in total current
liabilities, and a stockholders' deficit of $5.52 million

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6f14

                    About Integrated BioPharma

Based in Hillside, N.J., Integrated BioPharma, Inc. (INBP.OB) --
-- http://www.healthproductscorp.us/-- is engaged primarily in
manufacturing, distributing, marketing and sales of vitamins,
nutritional supplements and herbal products.  The Company's
customers are located primarily in the United States.  The Company
was previously known as Integrated Health Technologies, Inc.. and,
prior to that, as Chem International, Inc.  The Company was
reincorporated in its current form in Delaware in 1995.  The
Company continues to do business as Chem International, Inc., with
certain of its customers and certain vendors.

                        Going Concern Doubt

Friedman, LLP, in East Hanover, N.J., expressed substantial doubt
about the Company's ability to continue as a going concern
following the Company's fiscal 2010 results.  The independent
auditors noted that the Company has a working capital deficiency,
recurring net losses, has defaulted on its $7.8 million Notes
Payable due on November 15, 2009, and is in the process of seeking
additional capital and renegotiating its Notes Payable obligation.


INTERNATIONAL BARRIER: Earns $46,300 in September 30 Quarter
------------------------------------------------------------
International Barrier Technology Inc. filed its quarterly
report on Form 10-Q, reporting net income of $46,272 on $879,269
of revenue for the three months ended September 30, 2010, compared
with a net loss of $205,640 on $581,480 of revenue for the same
period of 2009.

The Company's balance sheet as of September 30, 2010, showed
$4.81 million in total assets, $3.55 million in total liabilities,
and stockholders' equity of $1.26 million.

"At September 30, 2010, the Company had an accumulated deficit of
$15.21 million (June 30, 2010 - $15.26 million) since its
inception and expects to incur further losses in the development
of its business, all of which casts substantial doubt about the
Company's ability to continue as a going concern."

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

               http://researcharchives.com/t/s?6f88

Watkins, Minnesota-based International Barrier Technology Inc.
develops, manufactures and markets proprietary fire resistant
building materials branded as Blazeguard in the United States of
America and, as well, the Company owns the exclusive U.S. and
international rights to the Pyrotite fire retardant technology.


INTERNATIONAL FUEL: Sept. 30 Balance Sheet Upside-Down by $224,000
------------------------------------------------------------------
International Fuel Technology, Inc.'s balance sheet at
September 30, 2010, showed total assets of $3,674,829, total
liabilities of $3,898,850, and a stockholders' deficit of
$224,021.

For three months ended September 30, the Company incurred net loss
of $587,826 compared with net loss of $2,270,284 for the same
period in the previous year.  Revenue was $5,301 in the three
months ended Sept. 30, 2010, compared with $14,317 in the same
period in 2009.

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

               http://ResearchArchives.com/t/s?6f94

               About International Fuel Technology

St. Louis, Missouri-based International Fuel Technology, Inc. is a
technology company that has developed a range of liquid fuel
additive formulations that enhance the performance of petroleum-
based fuels and renewable liquid fuels.

                        Going Concern Doubt

BDO Seidman, LLP, in Chicago, expressed substantial doubt about
the Company's ability to continue as a going concern after
auditing the Company's financial statements for the year 2009.
The independent auditors noted that the Company has suffered
recurring losses from operations, has a working capital deficit at
December 31, 2009, and has cash obligations and outflows from
operating activities.


IVAN CHEUNG: Case Summary & 17 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Ivan Cheung
        2506 Anza Street
        San Francisco, CA 94118

Bankruptcy Case No.: 10-34630

Chapter 11 Petition Date: November 22, 2010

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

Judge: Dennis Montali

Debtor's Counsel: Suzan Yee, Esq.
                  TSAO-WU, CHOW AND YEE
                  685 Market Street, #460
                  San Francisco, CA 94105
                  Tel: (415) 777-1688
                  E-mail: syee@ix.netcom.com

Scheduled Assets: $1,142,918

Scheduled Debts: $2,391,543

A list of the Debtor's 17 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/canb10-34630.pdf


JAMES WALLACE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: James E. Wallace, Jr.
        12 Shore Drive
        Wrightsville Beach, NC 28480

Bankruptcy Case No.: 10-09677

Chapter 11 Petition Date: November 23, 2010

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge:  Stephani W. Humrickhouse

Debtor's Counsel: George M. Oliver, Esq.
                  OLIVER & FRIESEN, PLLC
                  P.O. Box 1548
                  New Bern, NC 28563
                  Tel: (252) 633-1930
                  Fax: (252) 633-1950
                  E-mail: efile@oliverandfriesen.com

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

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

Debtor's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
RBC Bank                                         $7,820,243
Attn: Manager or Agent
101 North 3rd St.
Wilmington, NC 28401

First Bank                                       $2,674,740
Attn: Manager or Agent
201 Market St.
Wilmington, NC 28401

Paragon Financial                                $2,550,000
Attn: Manager or Agent
3535 Glenwood Ave
Raleigh, NC 27612-4934

North State Bank                                 $2,445,716
Attn: Manager or Agent
1411 Commonwealth Dr #100
Wilmington, NC 28403-0379

Paragon Financial                                $2,033,333
Attn: Manager or Agent
3535 Glenwood Ave
Raleigh, NC 27612-4934

First Tennessee Bank                             $1,875,000
Attn: Manager or Agent
PO Box 31
Memphis, TN 38101

BB&T                                             $1,725,000
Attn: Manager or Agent
115 N Third St.
Wilmington, NC 28401-4086

Paragon Financial                                $1,621,000
Attn: Manager or Agent
3535 Glenwood Ave
Raleigh, NC 27612-4934

First Bank                                       $1,538,550
Attn: Manager or Agent
201 Market St.
Wilmington, NC 28401

Crescent Bank                                    $1,512,500
Attn: Manager or Agent
1508 Military Cuttoff Rd
Wilmington, NC 28403

Crescent Bank                                    $1,435,500
Attn: Manager or Agent
1508 Military Cuttoff Rd
Wilmington, NC 28403

SunTrust Bank                                    $1,431,000
Attn: Manager or Agent
1979 Eastwood Rd, Ste 100
Wilmington, NC 28403

East Carolina Bank                               $1,316,212
Attn: Manager or Agent
1724 Eastwood Road
Wilmington, NC 28403-3695

First Bank                                       $1,257,746
Attn: Manager or Agent
201 Market St.
Wilmington, NC 28401

Carolina First Bank                              $1,034,398
Attn: Manager or Agent
802 S College Rd
Wilmington, NC 28403

Paragon Financial                                $1,010,000
Attn: Manager or Agent
3535 Glenwood Ave
Raleigh, NC 27612-4934

Bank of the Ozarks                               $1,001,800
Attn: Manager or Agent
1612 Military Cutoff Rd
Wilmington, NC 28403-0379

Keysource Bank                                   $998,000
Attn: Manager or Agent
280 S Mangum St Ste 140
Durham, NC 27701

North State Bank                                 $947,617
Attn: Manager or Agent
1411 Commonwealth Dr #100
Wilmington, NC 28403-0379

Wachovia Bank                                    $945,697
Attn: Manager or Agent
300 N 3rd St.
Wilmington, NC 28401

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Crystal Coast Land Investors, LLC      10-06859   08/26/10


JENNIFER CONVERTIBLES: New Plan Offers 90% Stake to Creditor
------------------------------------------------------------
FurnitureToday.com reports that Jennifer Convertible filed a
Chapter 11 plan of reorganization that would transfer 90.1%
ownership of the reorganized company to its largest creditor,
Haining Mengnu.

The earlier plan would have converted a large portion of the
specialty retailer's prepetition debt owed to the Haining into a
95% common equity stake, the report relates.

According to the report, under the new Plan, Haining Mengnu now
would get 90.1% in new common stock in exchange for its $14.9
million unsecured claim as well as 30% of proceeds under a
litigation trust set up to benefit unsecured creditors.  Other
unsecured creditors would receive a 9.9% stake in the new company
and 70% of any litigation trust proceeds.  Reorganized Jennifer
would fund the trust with $100,000 cash.

A hearing on Plan is set for Dec. 21, 2010.

                    About Jennifer Convertibles

Jennifer Convertibles, Inc., was organized as a Delaware
corporation in 1986, and is currently the owner of (i) the largest
group of sofabed specialty retail stores and leather specialty
retail stores in the United States, with stores located throughout
the Eastern seaboard, Midwest, West Coast and Southwest, and
(ii) seven big box, full-line furniture stores operated under the
Ashley Furniture HomeStore brand under a license from Ashley
Furniture Industries, Inc.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on July 18, 2010 (Bankr. S.D.N.Y. Case No. 10-13779).
Michael S. Fox, Esq., at Olshan Grundman Frome Rosenzweig &
Wolosky, LLP, assists the Company in its restructuring effort.  TM
Capital Corp. is the Company's financial advisor.  Mintz, Levin,
Cohn, Ferris, Glovsky and Popeo P.C. is the Company's special
securities counsel.

The Company estimated its assets and debts at $10,000,001 to
$50,000,000.


JERRY HAWKINS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Jerry Dean Hawkins
        2 Taylor Drive
        Bella Vista, AR 72714

Bankruptcy Case No.: 10-76100

Chapter 11 Petition Date: November 22, 2010

Court: U.S. Bankruptcy Court
       Western District of Arkansas (Fayetteville)

Judge: Ben T. Barry

Debtor's Counsel: Donald A. Brady, Jr., Esq.
                  BLAIR, BRADY & HENSON ATTORNEYS AT LAW
                  109 N. 34th Street
                  P.O. Box 1715
                  Rogers, AR 72756
                  Tel: (479) 631-0100
                  Fax: (479) 631-8052
                  E-mail: dblaw0887@hotmail.com

Scheduled Assets: $868,910

Scheduled Debts: $1,181,756

A list of the Debtor's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/arwb10-76100.pdf


JOHN KEMP: Physical Possession Required to Sue on Mortgage Note
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Chief U.S. Bankruptcy Judge Judith Wizmur in Camden,
New Jersey, wrote an opinion last week telling Countrywide Home
Loans procedures it employs for handling mortgage notes are
defective and preclude the current owners of the notes from
collecting on the debts.

Debtor John T. Kemp commenced an adversary proceeding seeking to
expunge a proof of claim filed by Countrywide Home Loans, Inc., as
servicer, on behalf of the Bank of New York.

The Debtor sought to challenge the claim primarily on the fact
that the underlying note executed by the Debtor was not properly
endorsed to the transferee, and was never placed in the
transferee's possession.

Judge Wizmur held that the current owner of the mortgages never
had physical possession of the mortgage note.  Without possession
of the note, neither the current owner of the mortgage nor the
servicer could enforce the note by filing a proof of claim.

Wizmur's opinion said it was Countrywide's practice to retain
possession of notes on mortgages it originated.  Even when the
mortgages were sold into securitizations, Countrywide retained
possession of the notes, presumably because Countrywide was
retaining servicing rights.

According to Judge Wizmur, under the New Jersey Uniform Commercial
Code, the note, as a negotiable instrument, is not enforceable by
the Bank of New York under the circumstances.  Under the law,
anyone who attempts to enforce a mortgage note must have
possession of the note.

John T. Kemp filed a voluntary petition for relief under
Chapter 11 on May 9, 2008 (Bankr. D. N.J. Case No. 08-2448).


LACK'S STORES: Taps Vinson & Elkins as Bankruptcy Counsel
---------------------------------------------------------
Lack's Stores, Incorporated, et al., ask for authorization from
the U.S. Bankruptcy Court for the Southern District of Texas to
employ Vinson & Elkins LLP as bankruptcy counsel, nunc pro tunc to
the Petition Date.

V&E will, among other things:

     a. serve as counsel of record for the Debtors in all aspects
        of the Debtors' bankruptcy cases, to include any adversary
        proceedings commenced in connection with the cases, and to
        provide representation and legal advice to the Debtors
        throughout the cases;

     b. assist in the formulation and confirmation of a Chapter 11
        plan and disclosure statement for the Debtors;

     c. consult with the United States Trustee, any statutory
        committee and all other creditors and parties in interest
        concerning the administration of the cases; and

     d. take all necessary steps to protect and preserve the
        Debtors' bankruptcy estates.

V&E will be paid based on the rates of its professionals:

        Partners                         $600-$880
        Associates                       $250-$565
        Paraprofessionals                $160-$225

Daniel C. Stewart, Esq., a partner at V&E, assures the
Court that the firm is a "disinterested person" as that term
defined in Section 101(14) of the Bankruptcy Code.

                     About Lack's Stores Inc.

Victoria, Texas-based Lack's Stores, Incorporated, is one of the
largest, independently-owned retail furniture chains in the United
States.  Lack's Stores is a chain of 36 retail stores and operates
under the trade styles Lacks and Lacks Home Furnishings.  The
Company sells a complete line of furnishings for the home
including furniture, bedding, major appliances and home
electronics.  The stores are located in South, Central, and West
Texas.

Lack's Stores and its affiliates filed for Chapter 11 bankruptcy
protection on November 16, 2010 (Bankr. S.D. Tex. Lead Case No.
10-60149).  The Debtor estimated its assets and debts at $100
million to $500 million.

Kurtzman Carson Consultants LLC is the notice, claims and
balloting agent of the Debtors.  Huron Consulting Group, Inc., is
the financial advisor.


LACK'S STORES: Wants Kurtzman Carson as Notice & Claims Agent
-------------------------------------------------------------
Lack's Stores, Incorporated, et al., ask for authorization from
the U.S. Bankruptcy Court for the Southern District of Texas to
employ Kurtzman Carson Consultants LLC as notice, claims and
balloting agent.

KCC will, among other things:

     a. establish and maintain the master creditor and mailing
        matrix;

     b. prepare and serve required notices in the Debtors' Chapter
        11 cases;

     c. maintain a copy of the schedules of assets and liabilities
        and statement of financial affairs that the Debtors will
        file with the Court, listing the Debtors' known creditors
        and the amounts owed thereto and providing assistance in
        preparing same if requested by the Debtors; and

     d. assist with, among other things, solicitation, receiving,
        and calculation of votes and distribution as required in
        furtherance of confirmation of any Chapter 11 plan.

KCC will charge the Debtors for services, expenses and supplies at
the rates or prices set by KCC in accordance with the KCC fee
structure.  The Agreement also provides for $15,000 retainer,
which was paid by the Debtors prepetition.

A copy of the Agreement with the Debtors is available for free at:

        http://bankrupt.com/misc/LACK'S_STORES_kccpact.pdf

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.

                     About Lack's Stores Inc.

Victoria, Texas-based Lack's Stores, Incorporated, is one of the
largest, independently-owned retail furniture chains in the United
States.  Lack's Stores is a chain of 36 retail stores and operates
under the trade styles Lacks and Lacks Home Furnishings.  The
Company sells a complete line of furnishings for the home
including furniture, bedding, major appliances and home
electronics.  The stores are located in South, Central, and West
Texas.

Lack's Stores and its affiliates filed for Chapter 11 bankruptcy
protection on November 16, 2010 (Bankr. S.D. Tex. Lead Case No.
10-60149).  The Debtor estimated its assets and debts at $100
million to $500 million.

Katherine D. Grissel, Esq., Michaela Christine Crocker, Esq., and
Richard H. London, Esq., at Vinson & Elkins LLP, serve as counsel
to the Debtor.  Huron Consulting Group, Inc., is the financial
advisor.


LACK'S STORES: Wants Huron Consulting as Financial Advisor
----------------------------------------------------------
Lack's Stores, Incorporated, et al., ask for authorization from
the U.S. Bankruptcy Court for the Southern District of Texas to
employ Huron Consulting Group, Inc., as financial advisor.

Huron Consulting will, among other things:

     a. evaluate the Debtors' strategic options based upon Huron's
        initial review;

     b. advise the Debtors as to potential sales or other
        disposition of any of the Debtors' assets or business;

     c. advise the Debtors generally as to available financing and
        capital restructuring alternatives, including
        recommendations of specific courses of action; and

     d. assist the Debtors with the development, negotiation, and
        implementation of a liquidation plan.

Huron Consulting will be paid based on the rates of its
professionals:

        Managing Director                 $550
        Director                          $475
        Manager                           $375
        Associate                         $300

Sanford R. Edlein, Huron Consulting's managing director, assures
the Court that the firm is a "disinterested person" as that term
defined in Section 101(14) of the Bankruptcy Code.

                     About Lack's Stores Inc.

Victoria, Texas-based Lack's Stores, Incorporated, is one of the
largest, independently-owned retail furniture chains in the United
States.  Lack's Stores is a chain of 36 retail stores and operates
under the trade styles Lacks and Lacks Home Furnishings.  The
Company sells a complete line of furnishings for the home
including furniture, bedding, major appliances and home
electronics.  The stores are located in South, Central, and West
Texas.

Lack's Stores and its affiliates filed for Chapter 11 bankruptcy
protection on November 16, 2010 (Bankr. S.D. Tex. Lead Case No.
10-60149).  The Debtor estimated its assets and debts at $100
million to $500 million.

Katherine D. Grissel, Esq., Michaela Christine Crocker, Esq., and
Richard H. London, Esq., at Vinson & Elkins LLP, serve as counsel
to the Debtor.  Kurtzman Carson Consultants LLC serves as claims
and notice agent.


LASER EYE: Case Summary & 14 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Laser Eye Center of Hawaii LLC
        1600 Kapiolani Boulevard, #105
        Honolulu, HI 96814

Bankruptcy Case No.: 10-03546

Chapter 11 Petition Date: November 22, 2010

Court: U.S. Bankruptcy Court
       District of Hawaii (Honolulu)

Judge: Robert J. Faris

Debtor's Counsel: Jerrold K. Guben, Esq.
                  O'CONNOR PLAYDON & GUBEN
                  733 Bishop Street, Floor 24
                  Honolulu, HI 96813
                  Tel: (808) 524-8350
                  Fax: (808) 531-8628
                  E-mail: jkg@roplaw.com

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

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

A list of the Company's 14 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/hib10-03546.pdf

The petition was signed by Ernest K. Oshiro, manager.


LOEHMANN'S HOLDINGS: Has Plan Deal with Istithmar, Noteholders
--------------------------------------------------------------
Loehmann's Holdings is seeking approval of a restructuring support
agreement and an investment agreement signed with 100% shareholder
Istithmar Retail Investments, and Whippoorwill Associates, as
agent for certain of its discretionary funds and accounts that are
legal and/or beneficial owners of the Company's notes.

Under the agreement, the investors have committed to investing
$25 million in the reorganized Debtors the form of new preferred
equity convertible into 49.1% of the new common stock of
reorganized Loehmann's Holdings.  The agreement would include the
payment of a commitment fee equal to 4% of the new equity
investment and reimbursement of the reasonable professional fees
and expenses incurred by each of the investors.

The Court scheduled a December 13, 2010 hearing on the plan
agreements.

                     About Loehmann's Holdings

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

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

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

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

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


LONGYEAR PROPERTIES: Files Schedules of Assets and Liabilities
--------------------------------------------------------------
Longyear Properties, LLC, filed with the U.S. Bankruptcy Court for
the District of Massachusetts its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $14,790,000
  B. Personal Property                  $980
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $12,124,169
  E. Creditors Holding
     Unsecured Priority
     Claims                                               $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $1,452,039
                                 -----------      -----------
        TOTAL                    $14,790,980      $13,576,208

Norwood, Massachusetts-based Longyear Properties, LLC, filed for
Chapter 11 bankruptcy protection on September 22, 2010 (Bankr. D.
Mass. Case No. 10-20326).  Heather Zelevinsky, Esq., at Stewart F.
Grossman, Esq., at Looney & Grossman LLP, represents the Debtor.


MCINTOSH BANCSHARES: Q3 Loss at $1.64MM; Bank Undercapitalized
--------------------------------------------------------------
McIntosh Bancshares, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $1.64 million on $1.97 million of
net interest income for the three months ended June 30, 2010,
compared with a net loss of $1.67 million on $2.78 million of net
interest income for the same period a year ago.

The Company has not shown a profit since the first quarter of
2008.

"As of September 30, 2010, the Bank is classified as
"significantly undercapitalized" under the regulatory framework
for prompt corrective action," the Company said, referring to its
banking unit McIntosh State Bank.

The Company's balance sheet as of September 30, 2010, showed
$348.85 million in total assets, $341.08 million in total
liabilities, and shareholders' equity of $7.77 million.

As reported in the Troubled Company Reporter on April 1,
2010, Porter Keadle Moore, 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 McIntosh State Bank has suffered
recurring losses, and that at December 31, 2009, the Bank's
capital ratios are below the required levels as established by
regulation.

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

               http://researcharchives.com/t/s?6f86

                    About McIntosh Bancshares

Jackson, Ga.-based McIntosh Bancshares, Inc. operates as the bank
holding company for McIntosh State Bank that provides commercial
banking products and services to individuals and corporate
customers in Georgia.


MESA AIR: Objects to U.S. Bank's Admin. Claims for Plane Leases
---------------------------------------------------------------
Mesa Air Group Inc. and its units object to and ask the Bankruptcy
Court to deny the alleged administrative expense priority portions
of Claim Nos. 1454 and 1455 filed by U.S. Bank National
Association, as security trustee, on behalf of Agencia Especial
de Financiamento Industrial-Finame.

Before the Petition Date, Mesa Airlines, Inc. leased 36 ERJ-145
aircraft from either Wells Fargo Bank Minnesota, N.A., or Wells
Fargo Bank Northwest, N.A., each in its capacity as owner
trustee.  The ERJ Aircraft were leased to Mesa Airlines pursuant
to 36 separate lease agreements, and each Lease was guaranteed by
Mesa Air Group, Inc.

In connection with the lease transactions, the Owner Trustee
granted security interests in each of the Aircraft to U.S. Bank
National Association, as security trustee, on behalf of the
lender, Finame.

Since the Petition Date, the Debtors have rejected the Leases for
all 36 ERJ Aircraft and have surrendered and returned the
Aircraft to Finame's designee.  The Claims relate to damages
allegedly sustained as a result of the rejection of 25 of the ERJ
Aircraft.

Claim No. 1454 asserts a claim of $389,539,689 against Mesa
Airlines, with $25,479,600 as an administrative priority under
Sections 503(b) and 507(a)(2) of the Bankruptcy Code, and
$364,060,088 as a general unsecured claim.

U.S. Bank also filed an identical claim, Claim No. 1455, against
Mesa Air Group based on the Debtor's guaranty of the Leases.

This objection only addresses the Alleged Administrative Claim,
according to Debra I. Grassgreen, Esq., at Pachulski Stang Ziehl
& Jones LLP, in New York, which seeks to charge the Debtors'
estates with these administrative liabilities:

   (a) $5,381,711 for parts that U.S. Bank contends were missing
       from the Aircraft upon surrender and return -- Parts
       Claim;

   (b) $10,875,559 for allegedly incomplete or inadequate
       maintenance and aircraft records -- Records Claim;

   (c) $9,199,378 for postpetition diminution in the value of the
       Aircraft -- DIV Claim; and

   (d) $25,102 in aircraft storage charges.

The parts, or some of them, are not missing, Ms. Grassgreen
asserts.  Even if some parts were missing or damaged, these
occurred prepetition, and therefore, as a matter of law, there
can be no claim for administrative expense liability, she points
out.

Aside from being overstated, the Parts Claim, which is a claim
for missing or damaged parts, is simply a claim for return
damages, Ms. Grassgreen says.  Any claim based on return damages
should be denied in full because return damages are already
included in the stipulated loss value of the aircraft which U.S.
Bank has included in its Alleged Unsecured Claim, she tells the
Court.

With respect to the Records Claim, to the extent the Debtors did
not return the Aircraft with all the records required by the
Leases, Ms. Grassgreen says that any failure to tender those
records is "nothing more than a breach under the Leases" that
entitles U.S. Bank a general unsecured claim.  She adds that the
Records Claim is overstated.

Moreover, the records are neither missing nor inadequate.  The
Debtors believe they maintained records for the Aircraft in
compliance with the record-keeping requirements in the Leases and
have produced the records in their possession.

U.S. Bank and the Debtors negotiated certain postpetition
payments in their Section 1110(b) stipulations.  The postpetition
payments fully compensated U.S Bank for the Debtors' postpetition
use of the Aircraft and cannot, as a matter of law, be grounds
for a diminution in value claim, Ms. Grassgreen asserts.

To the extent the postpetition payments represent a reduction in
the payments owing under the Leases, U.S. Bank agreed to the
modification and is estopped from re-negotiating its deal after-
the-fact by filing an administrative expense claim, Ms.
Grassgreen complains.

The overstated DIV Claim is "nothing more than one among other
return condition claims" and is properly a general unsecured
claim upon rejection, Ms. Grassgreen tells the Court.  She adds
that any claim for return damages is already reflected in the
stipulated loss value portion of the Alleged Unsecured Claims,
and, accordingly, should be denied in full.

U.S. Bank fails to assert when the Storage Claim was incurred.
In the event the charges were incurred prepetition, the claim
should be reclassified as a general unsecured claim, Ms.
Grassgreen says.  Otherwise, there is insufficient information
regarding the basis or timing of the Storage Claim, she
continues.

The Debtors preserve their rights to object to the Storage Claim
on any and all grounds.

Ms. Grassgreen asserts that U.S. Bank has failed to sustain its
burden that it is entitled to a claim for administrative expense
priority pursuant to Sections 503(b) and 507(a)(2) of the
Bankruptcy Code, specifically, that the Alleged Administrative
Claim constitutes "actual, necessary costs and expenses of
preserving the estate."

                     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).


MESA AIR: Wins Approval of Disclosure Statement
-----------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York approved the Disclosure Statement in support
of the Second Amended Plan of Reorganization of Mesa Air Group,
Inc., and its subsidiaries, as Debtors and debtors-in-possession
in these bankruptcy cases.

Judge Glenn, in an order dated November 23, 2010, found that the
Disclosure Statement as containing "adequate information" within
the meaning of Section 1125 of the Bankruptcy Court.  The
Disclosure Statement may be updated, supplemented, amended, or
otherwise modified from time to time, the Court held.

With the approval of the Disclosure Statement, the Debtors will
commence solicitation of votes to accept or reject the Plan.  The
Voting Deadline is January 4, 2011, at 4:00 p.m., prevailing
Eastern Time.

The Disclosure Statement Order establishes November 18, 2010, as
the Voting Record Date for determining the holders of pre-Chapter
11 claims entitled to vote on the Plan.

Objections to the Plan must be submitted in writing so as to be
actually received on or before January 4, 2011, at 4:00 p.m.,
prevailing Eastern Time.

All replies to any objections will be filed on or before
January 11, 2011, at noon, prevailing Eastern Time.

The hearing to consider confirmation of the Plan will be held on
January 14, 2011, at 10:00 a.m., prevailing Eastern Time.

A full-text copy of the Disclosure Statement Order is available
at no charge at http://bankrupt.com/misc/Mesa_DSord112310.pdf

Full-text copies of the Second Amended Plan and Disclosure
Statement, filed November 23, 2010, and incorporating
modifications conferred with the Court during the November 18
hearing, are available at no charge at:

       http://bankrupt.com/misc/Mesa_2ndAmPlan112310.pdf
       http://bankrupt.com/misc/Mesa_2ndAmDS112310.pdf

Judge Glenn also found the procedures for the solicitation and
tabulation of votes to accept or reject the Plan consistent with
Section 1126 of the Bankruptcy Code and approved the same
procedures together with the applicable Ballots.

For more provisions, a full-text copy of the Disclosure Statement
Order, as well as Ballots and notices, is available at no charge
at http://bankrupt.com/misc/Mesa_DSord112310.pdf

                Disclosure Statement Objections

The Official Committee of Unsecured Creditors reserved a right to
object to the Disclosure Statement pending entry for a definitive
documentation on a five-year extension of the code-share agreement
with US Airways, Inc.

Lampe, Conway & Co. LLC filed -- but later withdrew -- an
objection to the approval of the Disclosure Statement.  Lampe
Conway is a holder of certain 8% senior unsecured notes due
February 10, 2012, issued by Mesa Air Group, Inc.  Holders of the
2012 Notes cannot determine from the Disclosure Statement what
treatment they are to receive under the proposed plan of
reorganization.  The creditors, thus, will not be able to make an
informed decision on voting to accept the Plan, David F. Heroy,
Esq., at Baker & McKenzie LLP, in Chicago, Illinois, told the
Court.

Maricopa County asserts that the Initial Disclosure Statement
does not provide adequate information because the Debtors do not
indicate whether Maricopa County's alleged secured tax claims
will be paid in full on the Effective Date or whether the Debtors
will make installment payments with respect to the claim pursuant
to Section 1129(a)(9)(D) of the Bankruptcy Code, Ms. Grassgreen
notes.

Maricopa County, a secured tax lien creditor, says it objects to
the confirmation of the Debtors' First Amended Joint Plan of
Reorganization because it fails to "clearly" provide for the
accrual of interest from the Petition Date at the statutory rate
of 16% per annum on Maricopa County's secured tax claims.

The Debtors asked the Court to overrule the objections of Maricopa
County and Lampe, Conway & Co. to their First Amended Disclosure
Statement.

As noted in the statement of the Official Committee of Unsecured
Creditors, the Debtors and the Committee have been engaged in
discussions to resolve the open issues in the Debtors First
Amended Plan of Reorganization, and have also been working with
US Airways, Inc., to finalize the documentation regarding the US
Airways Code-Share Motion and related provisions under the
Amended Plan.

Debra I. Grassgreen, Esq., at Pachulski Stang Ziehl & Jones LLP,
in New York, counsel to the Debtors, pointed out that the Maricopa
DS Objection relates to the treatment of its asserted claim, not
adequacy of information.  "If creditors oppose their treatment
in the plan, but the Disclosure Statement contains adequate
information, issues respecting the plan's confirmability will
await the hearing on confirmation," she says.

Ms. Grassgreen added that the Debtors are not required at this
time to make the election to pay Maricopa County's claim in full
on the Effective Date or make installment payments.  Nevertheless,
the Debtors have revised the treatment of Secured Tax Claims, as
set forth in the Amended Plan, so that distributions to all
similarly situated creditors will be made in installments as
permitted under Section 1129(a)(9)(D), Ms. Grassgreen tells the
Court.

With these changes, the Debtors believe that the treatment of the
potential claims or Maricopa County and other similarly situated
creditors have been adequately described under the Amended
Disclosure Statement.

With respect to Lampe, Ms. Grassgreen noted that while the New
Notes Indenture will contain the standard and customary terms and
conditions found in indentures, the material terms of the New
Notes Indenture are all set forth in the Amended Plan and
adequately described in the Amended Disclosure Statement.

Notwithstanding this, the Debtors propose to revise the treatment
section of the Amended Disclosure Statement and related provision
in the Amended Plan, to clarify that the material terms of the
New 8% Notes (Series A) are subject to and set forth in the Plan,
according to Ms. Grassgreen.

                     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).


MESA AIR: Wins Approval of New Code-Share Pact With USAir
---------------------------------------------------------
Bankruptcy Judge Martin Glenn approved Mesa Air Group, Inc.'s
request to enter into an amended code-share agreement with US
Airways and extending the agreement by 39 months, among others.

In an order dated November 19, 2010, Judge Glenn granted the
Debtors' motion to file the Term Sheet and Tenth Amendment to the
US Airways Code-Share Agreement under seal in an unredacted form.

Pursuant to the November 19, 2010 order, the unredacted Term
Sheet and Tenth Amendment (i) will remain confidential, and
(ii) will not be made available to any other party-in-interest or
the general public without further Court order, unless the Debtors
and US Airways otherwise mutually agree to provide a copy of the
Term Sheet and Tenth Amendment to a party under appropriate
confidentiality restrictions.  The Debtors will make the
unredacted Term Sheet and Tenth Amendment available to the Court,
the U.S. Trustee, and the Creditors' Committee's professionals.

US Airways and Mesa have signed a term sheet which outlines an
agreement in principle for an extension of 39 months from the
current scheduled expiration of June 30, 2012, for the operation
of 38 CRJ900 aircraft under the companies' code-share and revenue
sharing agreement.  The term sheet also includes a reduction in
the rates paid by US Airways to Mesa to operate those aircraft.
The transaction contemplated by the term sheet is subject to a
number of conditions, including the negotiation and execution of
definitive documents, approval by the US Airways and Mesa boards
of directors, US Airways' approval of Mesa's Plan of
Reorganization, and approval by the U.S. Bankruptcy Court.

Under Mesa Air's restructuring plan, US Airways is slated to
receive 10% of the new Mesa stock and a $6.8 million note,
Bloomberg noted in the report.  According to Bloomberg, the US
Airways code-share agreement generates about 70% of Mesa Air's
revenue.

The new contract will save US Airways about $28 million per year
on expenses, reports Megan Neighbor of the Arizona Republic,
citing Scott Kirby, the company's president.
.

A formal order was entered on November 23, 2010.

The Motion is expressly conditioned on the satisfaction of
certain "Conditions to Continued Effectiveness."  Among other
things, the Debtors are authorized to assume the US Airways
Agreement in its current form or as amended, effective
November 23, 2010.

No amounts are due and owed by the Debtors, and there are no
other defaults under the US Airways Agreement that are required
to be cured by the Debtors pursuant to Section 365(b)(1) of the
Bankruptcy Code.

Any person or entity that did not timely object to the Motion is
deemed to consent to the Debtors' assumption of the US Airways
Agreement in its current form, or as amended.

The Debtors are further authorized to settle the Mesa Code-Share
Claims for $4,000,000, plus an additional $1,000,000 toward
certain CRJ-900 Aircraft upgrades.  The Debtors are also
authorized, pursuant Section 363(b) of the Bankruptcy Code, to
sell the Assets in exchange for a cash purchase price equivalent
to their fair market value.

Upon consummation of the sale of the Assets, the Assets will be
transferred to US Airways with all right, title, and interest in
the Assets free and clear of any liens, claims or interests.

A full-text copy of the Tenth Amendment to the US Airways
Agreement, as well as related exhibits, is available at no charge
at http://bankrupt.com/misc/Mesa_USAirCodeAgr10thAm111810.pdf

                     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).


METROPOLITAN 885: Court Sets December 21 General Claims Bar Date
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has established December 21, 2010, at 4:00 p.m., prevailing
Eastern Time, as the deadline for any individual or entity to file
proofs of claim against Metropolitan 885 Third Avenue Leasehold,
LLC.

Governmental unit bar date is set for May 21, 2011, at 5:00 p.m.,
prevailing Eastern Time.

The Order, the Bar Dates apply to all claims against the Debtor
that arose prior to November 16, 2010.

Proofs of claim must be delivered to:

if by overnight delivery or hand delivery to:

      Metropolitan 885 Third Avenue Leasehold, LLC
      c/o The Garden City Group, Inc.
      5151 Blazer Parkway, Suite A
      Dublin, Ohio 43017

if by standard mailing to:

      Metropolitan 885 Third Avenue Leasehold, LLC
      The Garden City Group, Inc.
      P.O. Box 9295
      Dublin, Ohio 43017-4695

if by hand delivery to:

      United States Bankruptcy Court
      Southern District of New York
      One Bowling Green, Room 534
      New York, NY 10004-1408

                     About Metropolitan 885

New York-based Metropolitan 885 Third Avenue Leasehold, LLC, was
organized in 2007 as a Delaware limited liability company and is
wholly owned by Metropolitan 885 Third Avenue Leasehold Sub Junior
Mezz LLC, a Delaware limited liability company.  Metropolitan 885
owns the leasehold interest on a 34 story Class A office building
located on the eastside of Third Avenue between 53rd and 54th
Streets in New York City.

Metropolitan 885 filed for Chapter 11 bankruptcy protection on
November 16, 2010 (Bankr. S.D.N.Y. Case No. 10-16103).  In its
schedules, the Debtor disclosed $139,878,012 in total assets and
$210,337,682 in total debts.  Marc E. Richards, Esq., at Blank
Rome, LLP, serves as counsel to the Debtor.  The Garden City
Group, Inc., is the Debtor's claims agent.


METROPOLITAN 885: Gets Court's Interim Nod to Use Cash Collateral
-----------------------------------------------------------------
Metropolitan 885 Third Avenue Leasehold, LLC, sought and obtained
interim authorization from the Hon. Shelley C. Chapman of the U.S.
Bankruptcy Court for the Southern District of New York to use the
cash collateral from November 16, 2010, and ending on the earlier
of March 31, 2011.

Prior to the Petition Date, Debtor became indebted to Royal Bank
of Canada in the sum of $210 million.  As of the Petition Date,
the outstanding borrowings under the RBC Loan is in the principal
amount of $210 million (plus accrued interest, costs, fees,
penalties and expenses).

Marc E. Richards, Esq., Blank Rome LLP, explained that the Debtor
needs the money to fund its Chapter 11 case, pay suppliers and
other parties.  The Debtors will use the collateral pursuant to a
budget, a copy of which is available for free at:

       http://bankrupt.com/misc/METROPOLITAN_885_budget.pdf

In exchange for using the cash collateral, RBC is granted a valid
and perfected replacement security interest in, and lien on all of
the right, title and interest of the Debtor in, to and under all
present and after acquired property and assets of the Debtor.  RBC
is also granted superpriority administrative expenses claims.

As additional adequate protection, RBC will receive adequate
protection payments from the Debtor, in the form of:

     (i) payment of accrued and unpaid Debt Service, including
         non-default contract rate of interest on the pre-petition
         loans, from any amounts remaining after payment in
         accordance with the Budget and the interim court order of
         (a) all payments required under the Debtor's Third Avenue
         property ground leases; (b) all monthly payments to be
         made in escrow for insurance and taxes; (c) other
         operational costs and expenses arising in connection with
         the administration of the Debtor's estate that are not
         otherwise set forth on the Budget;

    (ii) ongoing payment of RBC's fees, costs and expenses
         including, but not limited to, payment of reasonable
         attorneys' fees, fees of third party consultants and
         reports, title insurance premiums and all other similar
         costs and expenses; and

   (iii) continued maintenance and insurance of the Collateral.

The Court has set a final hearing for December 8, 2010, at
10:00 a.m. on the Debtor's request for authorization to use cash
collateral.

                     About Metropolitan 885

New York-based Metropolitan 885 Third Avenue Leasehold, LLC, was
organized in 2007 as a Delaware limited liability company and is
wholly owned by Metropolitan 885 Third Avenue Leasehold Sub Junior
Mezz LLC, a Delaware limited liability company.  Metropolitan 885
owns the leasehold interest on a 34 story Class A office building
located on the eastside of Third Avenue between 53rd and 54th
Streets in New York City.

Metropolitan 885 filed for Chapter 11 bankruptcy protection on
November 16, 2010 (Bankr. S.D.N.Y. Case No. 10-16103).  In its
schedules, the Debtor disclosed $139,878,012 in total assets and
$210,337,682 in total debts.  Marc E. Richards, Esq., at Blank
Rome, LLP, serves as counsel to the Debtor.  The Garden City
Group, Inc., is the Debtor's claims agent.


METROPOLITAN 885: To Seek Approval of Prepack Plan on Dec. 22
-------------------------------------------------------------
Metropolitan 885 Third Avenue Leasehold, LLC, has filed a
Prepackaged Plan of Reorganization and disclosure statement with
the U.S. Bankruptcy Court for the Southern District of New York.

Under the Plan, the Debtor will repay a portion of the
outstanding principal amount of the RBC Loan in an amount equal
to $15 million, and RBC has agreed upon emergence to further
reduce the outstanding principal amount of the original notes so
that the same will have an outstanding principal amount equal to
$115 million.  Prior to the Petition Date, Debtor was indebted to
RBC in the principal amount of $210 million.

On the effective date and automatically and without further
action, (i) each existing member, officer, director or manager of
the Debtor will be deemed to have resigned.  The new members,
managers and officers of the Reorganized Debtor will be those
identified in the Plan Supplement.  A copy of the Plan Supplement
is available for free at:

  http://bankrupt.com/misc/METROPOLITAN_885_plan_supplement.pdf

A ballot for acceptance or rejection of the plan was provided only
to holders of claims and interests in Classes 2 and 4.  The Debtor
commenced the solicitation process for the Plan prior to the
Petition Date and received ballots indicating the acceptance of
the Plan from Class 2 and Class 4 prior to the Petition Date and
prior to the deadline of November 29, 2010, for returning all
ballots.

The Court has established December 20, 2010, at 4:00 p.m.,
prevailing Eastern Time, as the last date and time for filing and
serving objections to the approval of the Solicitation and
Disclosure Statement, the Prepetition Solicitation Procedures or
confirmation of the Plan.

The Debtor will seek approval of the Plan from the Court at a
confirmation hearing on December 22, 2010, at 10:00 a.m.,
prevailing Eastern Time.

Copies of the Plan and disclosure statement are available for free
at:

         http://bankrupt.com/misc/METROPOLITAN_885_plan.pdf
         http://bankrupt.com/misc/METROPOLITAN_885_ds.pdf

                        Treatment of Claims

Under the Plan, the administrative claims will be paid by the in
cash, in full.   Each holder of a priority tax claim will receive
cash, in full satisfaction of their claims.

With respect to classified claims:

   Classification                               Treatment
   --------------                               ---------
Class 1 - Other Priority Claims  Unimpaired; holders will be paid
                                 in full, in cash; holders aren't
                                 entitled to vote and are presumed
                                 to have accepted the Plan

Class 2 RBC Claim                Impaired; RBC's secured claim of
                                 $210 million plus interest,
                                 costs, fees, penalties and
                                 expenses will be reduced to
                                 $130 million and will continue to
                                 be secured by a first lien on the
                                 Third Avenue Property under the
                                 terms of the RBC mortgage; the
                                 claim will be repaid as follows:
                                 (a) the sum of $15 million to be
                                 paid on the Effective Date, and
                                 (b) the balance of 115 million to
                                 be repaid in accordance with the
                                 terms and conditions of the
                                 agreements attached to the Exit
                                 Facility Plan Support Agreement;
                                 RBC is entitled to vote on the
                                 Plan;

Class 3 - General Unsecured      Unimpaired; holders will be paid
Claims                           in cash, in full; holders aren't
                                 entitled to vote and are deemed
                                 to have accepted the Plan; and

Class 4 - MJM Interests          Interest will be deemed
                                 cancelled, null and void; MJM
                                 will receive the MJM Payment on
                                 the effective date; (ii) MJM will
                                 distribute the MJM Payment to
                                 MTAL; and (iii) MTAL will
                                 distribute the MJM Payment to the
                                 members of MTAL pursuant to the
                                 provisions of the LLC Agreement,
                                 the distributions having been a
                                 condition to the granting of
                                 consent to the filing of the
                                 Plan, without which the filing
                                 could not have been made; holders
                                 are entitled to vote.

                     About Metropolitan 885

New York-based Metropolitan 885 Third Avenue Leasehold, LLC, was
organized in 2007 as a Delaware limited liability company and is
wholly owned by Metropolitan 885 Third Avenue Leasehold Sub Junior
Mezz LLC, a Delaware limited liability company.  Metropolitan 885
owns the leasehold interest on a 34 story Class A office building
located on the eastside of Third Avenue between 53rd and 54th
Streets in New York City.

Metropolitan 885 filed for Chapter 11 bankruptcy protection on
November 16, 2010 (Bankr. S.D.N.Y. Case No. 10-16103).  In its
schedules, the Debtor disclosed $139,878,012 in total assets and
$210,337,682 in total debts.  Marc E. Richards, Esq., at Blank
Rome, LLP, serves as counsel to the Debtor.  The Garden City
Group, Inc., is the Debtor's claims agent.


MPM TECHNOLOGIES: Incurs $422,268 Net Loss for September 30 Qtr.
----------------------------------------------------------------
MPM Technologies Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $422,268 on $37,551 of total revenue for
the first fiscal quarter ended Sept. 30, 2010, compared with a net
loss of $348,832 on $182,245 of total revenue for the same period
a year ago.

The Company's balance sheet at Sept. 30, 2010, showed
$1.17 million in total assets, $15.32 million in total
liabilities, all current, and a stockholder's deficit of
$14.15 million.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6f90

                     About MPM Technologies

Headquartered in Parsippany, N.J., MPM Technologies Inc.
(OTC BB: MPML) -- http://www.mpmtech.com/-- operates through its
three wholly owned subsidiaries: AirPol Inc., NuPower Inc. and MPM
Mining Inc.  During the year ended Dec. 31, 2007, AirPol was the
only revenue generating entity.  AirPol operates in the air
pollution control industry.  It sells air pollution control
systems to companies in the United States and worldwide.

The company through its wholly owned subsidiary NuPower is engaged
in the development and commercialization of a waste-to-energy
process known as Skygas.  These efforts are through NuPower's
participation in NuPower Partnership, in which MPM has a 58.21%
partnership interest.  NuPower Partnership owns 85% of the Skygas
Venture.  In addition to its partnership interest through NuPower
Inc., MPM also owns 15% of the Venture.


MTR LEASING: Section 341(a) Meeting Scheduled for Jan. 11
---------------------------------------------------------
The U.S. Trustee for Region 18 will convene a meeting of MTR
Leasing LLC's creditors on January 11, 2011, at 1:00 p.m.  The
meeting will be held at US Courthouse, Room 4107, 700 Stewart
Street, Seattle, WA 98101.

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.

Seattle, Washington-based MTR Leasing, LLC, filed for Chapter 11
bankruptcy protection on November 15, 2010 (Bankr. W.D. Wash. Case
No. 10-23761).  George S Treperinas, Esq., at Karr Tuttle
Campbell, assures the Debtor in its restructuring effort.  The
Debtor estimated its assets at $10 million to $50 million and
debts at $1 million to $10 million.

Affiliate Frederick D. Berg (Bankr. W.D. Wash. Case No. 10-18668)
filed separate Chapter 11 petition on July 27, 2010.


M-WISE INC: Delays Filing Form 10-Q for Sept. 30 Quarter
--------------------------------------------------------
M-Wise Inc. said it could not timely file its Form 10-Q for the
quarter ended Sept. 30, 2010, because of ministerial difficulties,
without unreasonable effort or expense.

m-Wise, Inc., reported a net loss of $230,256 on $621,609 of
revenue for the three months ended June 30, 2010, compared with a
net loss of $62,352 on $681,816 of revenue for the same period
last year.

As reported in the Troubled Company Reporter on March 15, 2010, SF
Partnership LLP, Chartered Accounts, in Toronto, Canada,
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.

The Company's balance sheet at June 30, 2010, showed $1.0 million
in total assets, $1.5 million in total liabilities, and a
stockholders' deficit of $533,904.

                       About m-Wise, Inc.

Based in Herzeliya Pituach, Israel, m-Wise, Inc. is a Delaware
corporation that develops interactive messaging platforms for
mobile phone-based commercial applications, transactions, and
information services with internet billing capabilities.

The Company's wholly-owned subsidiaries are: m-Wise Ltd., which is
located in Israel and was incorporated in 2000 under the laws of
Israel; and m-Wise Tecnologia LTDA., which is located in Brazil
and was incorporated in 2009 under the laws of Brazil.


NORTHWEST AIRLINES: Breakdown of $888M Payout Fair, Union Says
--------------------------------------------------------------
Bankruptcy Law360 reports that the Northwest Airlines Inc. pilots
union has shot back at six retired pilots who told a federal
appeals court that the union discriminated against older members
when it divvied up an $888 million claim from the now-defunct
airline's bankruptcy, arguing that it based payouts on the amount
of time pilots worked under a restructuring agreement rather than
their age.

                      About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/-- is
the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The Company and 12 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington, represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Scott
L. Hazan, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C. as
its bankruptcy counsel in the Debtors' chapter 11 cases.  When the
Debtors filed for bankruptcy, they listed $14.4 billion in total
assets and $17.9 billion in total debts.  On January 12, 2007, the
Debtors filed with the Court their chapter 11 plan.  On
February 15, 2007, the Debtors filed an amended plan and
disclosure statement.  The Court approved the adequacy of the
Debtors' amended disclosure statement on March 26, 2007.  On
May 21, 2007, the Court confirmed the Debtors' amended plan.  That
amended plan took effect May 31, 2007.

Northwest Airlines is now a unit of Delta Air Lines after it was
acquired by Delta in October 2008.


OMNIRELIANT HOLDINGS: Posts $9.3MM Net Loss in Sept. 30 Quarter
---------------------------------------------------------------
OmniReliant Holdings, Inc., filed its quarterly report on Form
10-Q, reporting a net loss attributable to OmniReliant of
$9.3 million on $3.2 million of revenue for the three months ended
September 30, 2010, compared with a net loss attributable to
OmniReliant of $15.8 million on $7.6 million of revenue for the
same period of 2009.

As of September 30, 2010, the Company has cash on hand of
$3.8 million and a working capital deficiency of roughly
$3.0 million.

The Company's balance sheet as of September 30, 2010, showed
$10.9 million in total assets, $15.0 million in total
liabilities, $8.6 million in redeemable preferred stock, and a
stockholders' deficit of $12.6 million.

As reported in the Troubled Company Reporter on October 18, 2010,
Meeks International LLC, in Tampa, Florida, expressed substantial
doubt about the Company's ability to continue as a going concern,
following the Company's results for the fiscal yer ended June 30,
2010.  The independent auditors noted that the Company has
incurred significant recurring losses from operations and is
dependent on outside sources of financing for continuation of its
operations.

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

               http://researcharchives.com/t/s?6f83

                    About OmniReliant Holdings

Clearwater, Fla.-based OmniReliant Holdings, Inc. (OTC BB: ORHI) -
- http://www.omnireliant.com/-- is a consumer products company
which focuses its efforts on building demonstrable brands globally
by deploying direct-to-consumer marketing channels internationally
that include live shopping, infomercials, eCommerce and
traditional "brick-and-mortar" channels of distribution.  As of
June 30, 2010, the Company's business segments consist of (i)
Consumer Products, (ii) Fashing Goods, and (iii) eCommerce.

The Consumer Products segment has historically been engaged in
identifying affordable and demonstrable products to market
principally to domestic customers through direct to consumer
channels such as television infomercials, live shopping networks,
and ecommerce channels.  The newly formed Fashion Goods segment is
engaged in the business of sourcing and distributing designer
fashion goods and accessories on a discounted basis to both the
Business-to-Business ("B2B") wholesale and Business-to-Consumer
("B2C") retail channels of distribution.  The newly formed
eCommerce segment is engaged in retail and wholesale distribution
of specific products and types or categories of products that do
not fit into the Company's Consumer Products or Fashion Goods
segments.


ORLEANS HOMEBUILDERS: To Meet Lenders Nov. 29 for Exit Financing
----------------------------------------------------------------
Orleans Homebuilders, Inc., will hold a lender call at 11 a.m. on
Nov. 29 to discuss its exit financing, according to a person
familial with the transaction, Krista Giovacco at Bloomberg News
reported.

The five-year debt may have an interest rate of 6.5 percentage
points more than the London interbank offered rate, the person
said, according to the Bloomberg report.  Libor, the rate banks
charge to lend to each other, may have a 2% floor.

Orleans may sell the loan at 98 cents on the dollar, the person
said, according to the report.

Orleans early this month received approval from the U.S.
Bankruptcy Court for the District of Delaware to tap $155 million
in exit financing provided by JPMorgan Chase Bank NA, the
administrative agent for lenders.  The financing is composed of a
$30 million revolving credit and a $125 million term loan.

A hearing to consider confirmation of Orleans' Chapter 11 plan was
scheduled for November 24.

                    About Orleans Homebuilders

Orleans Homebuilders, Inc. -- aka FPA Corporation, OHB, Parker &
Lancaster, Masterpiece Homes, Realen Homes and Orleans --
develops, builds and markets high-quality single-family homes,
townhouses and condominiums.  From its headquarters in suburban
Philadelphia, the Company serves a broad customer base including
first-time, move-up, luxury, empty-nester and active adult
homebuyers.  The Company currently operates in these 11 distinct
markets: Southeastern Pennsylvania; Central and Southern New
Jersey; Orange County, New York; Charlotte, Raleigh and
Greensboro, North Carolina; Richmond and Tidewater, Virginia;
Chicago, Illinois; and Orlando, Florida.  The Company's Charlotte,
North Carolina operations also include adjacent counties in South
Carolina.  Orleans Homebuilders employs approximately 300 people.

The Company filed for Chapter 11 bankruptcy protection on March 1,
2010 (Bankr. D. Del. Case No. 10-10684).  Cahill Gordon & Reindell
LLP is the Debtor's bankruptcy and restructuring counsel.  Curtis
S. Miller, Esq., and Robert J. Dehney, Esq., at Morris, Nichols,
Arsht & Tunnell, are the Debtor's Delaware and restructuring
counsel.  Blank Rome LLP is the Debtor's special corporate
counsel.  Garden City Group Inc. is the Debtor's claims and notice
agent.  The Company estimated assets and debts at $100 million to
$500 million.


ORLEANS HOMEBUILDERS: Expects Confirmation of Ch. 11 Plan
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Orleans Homebuilders Inc. has debunked objections
contending that its Chapter 11 plan isn't feasible because the
reorganized company won't have enough cash or liquidity to
operate.  Objections to feasibility were lodged by the former
investment banker and some of the insurance companies that provide
surety bonds.

A hearing to consider confirmation of the Chapter 11 plan was
scheduled for November 24.

According to the report, Orleans Homebuilders told the bankruptcy
judge that it will leave bankruptcy with $30 million available
under the exit financing, along with $6 million in cash. The funds
will be enough, Orleans says, to procure required bonds going
forward and to pay the banker $5 million even if the claim is
valid.

Orleans has already received approval from the U.S. Bankruptcy
Court for the District of Delaware of to tap $155 million in exit
financing provided by JPMorgan Chase Bank NA as administrative
agent for lenders.  The financing is composed of a $30 million
revolving credit and a $125 million term loan.

                    About Orleans Homebuilders

Orleans Homebuilders, Inc. -- aka FPA Corporation, OHB, Parker &
Lancaster, Masterpiece Homes, Realen Homes and Orleans --
develops, builds and markets high-quality single-family homes,
townhouses and condominiums.  From its headquarters in suburban
Philadelphia, the Company serves a broad customer base including
first-time, move-up, luxury, empty-nester and active adult
homebuyers.  The Company currently operates in these 11 distinct
markets: Southeastern Pennsylvania; Central and Southern New
Jersey; Orange County, New York; Charlotte, Raleigh and
Greensboro, North Carolina; Richmond and Tidewater, Virginia;
Chicago, Illinois; and Orlando, Florida.  The Company's Charlotte,
North Carolina operations also include adjacent counties in South
Carolina.  Orleans Homebuilders employs approximately 300 people.

The Company filed for Chapter 11 bankruptcy protection on March 1,
2010 (Bankr. D. Del. Case No. 10-10684).  Cahill Gordon & Reindell
LLP is the Debtor's bankruptcy and restructuring counsel.  Curtis
S. Miller, Esq., and Robert J. Dehney, Esq., at Morris, Nichols,
Arsht & Tunnell, are the Debtor's Delaware and restructuring
counsel.  Blank Rome LLP is the Debtor's special corporate
counsel.  Garden City Group Inc. is the Debtor's claims and notice
agent.  The Company estimated assets and debts at $100 million to
$500 million.


OWENS CORNING: Opposes Reopening of Cases for Asbestos Trusts
-------------------------------------------------------------
As reported in the Troubled Company Reporter on November 4, 2010,
wens Corning/Fibreboard Asbestos Personal Injury Trust is asking
Judge Judith K. Fitzgerald of the United States Bankruptcy Court
for the District of Delaware to:

  (a) reopen the Chapter 11 case of Owens Corning to allow it to
      prosecute a Verified Complaint for Declaratory and
      Injunctive Relief or, in the alternative;

  (b) permit it to prosecute the Complaint without reopening the
      case.

Section 305(b) of the Bankruptcy Code provides that "[a] case may
be reopened in the court in which that case was closed to
administer assets, to accord relief to the debtor, or for other
cause."  Rule 5010 of the Federal Rules of Bankruptcy Procedure
provides, inter alia, that "[a] case may be reopened on motion of
the debtor or other party in interest pursuant to Section 350(b)
of the Bankruptcy Code."

Bernard G. Conaway, Esq., at Campbell & Levine LLC, in
Wilmington, Delaware, notes that in both the order confirming the
Owens Corning's Chapter 11 Plan of Reorganization and in the Plan
itself, the Bankruptcy Court retained exclusive jurisdiction
post-confirmation to issue injunctions, enter and implement other
orders, or take other actions as may be necessary or appropriate
to restrain interference by any entity with implementation,
consummation, or enforcement of the Plan or Confirmation Order.

Mr. Conaway tells Judge Fitzgerald that over the past several
months, and in separate actions around the country, insurers and
certain asbestos defendants that have recently filed for Chapter
11 protection have launched massive and intrusive discovery
efforts against asbestos personal injury asbestos trusts,
including the OC Asbestos Trust, seeking vast amounts of
information concerning claims submissions made by claimants to
those trusts.  Some of the discovery requests seek the complete
records for hundreds of thousands of claimants, demanding every
scrap of electronic information maintained by dozens of asbestos
personal injury trusts, he continues.


Not only are the discovery requests extraordinarily burdensome
and overbroad, Mr. Conaway contends, they are part of an improper
and concerted effort to use the trusts to obtain discovery that
no tort system participant would have access to, distorting the
tort system rights and obligations that the trusts were carefully
designed to leave intact as closely as possible.

Mr. Conaway elaborates that through the Complaint it plans to
commence, the OC Asbestos Trust seeks to resolve in one
jurisdiction, in one action, (1) the proper scope of discovery of
their claimant information and data that certain parties have
sought, and (2) the protections that the Trust may properly and
consistently invoke in the event of future discovery efforts.

                  Reorganized Debtors Respond

Owens Corning Sales LLC and its reorganized debtor affiliates
clarify that they take no position as to the adversary proceeding
commenced in relation to several Asbestos Personal Injury Trusts'
request to reopen these Chapter 11 cases.  The Reorganized
Debtors aver that they are not parties to the Adversary
Proceeding.

Nevertheless, the Reorganized Debtors point out that they
strongly oppose the reopening of any of their Chapter 11 cases.

Mark Minuti, Esq., at Saul Ewing LLP, in Wilmington, Delaware,
relates that the last of the Reorganized Debtors' cases was only
recently closed, after a prolonged effort spanning 10 years.  The
closing of the Reorganized Debtors' cases, he notes, was a major
milestone for the Reorganized Debtors in terms of internal morale
and "closure."

"Reopening one or more of the Reorganized Debtors' cases would be
a significant blow to internal morale and a potential distraction
to ongoing business operations," Mr. Minuti contends.

If the cases were reopened, the Reorganized Debtors would become
responsible for the filing of post-confirmation operating reports
and the payment of fees to the United States Trustee, Mr. Minuti
adds.  The time and expense involved to comply with those
filings, he argues, would be overly burdensome and an unnecessary
expense to the Reorganized Debtors.

Mr. Minuti suggests that the Court instead consider the
alternative relief sought by the Motion, which is allowing the
P.I. Trusts to prosecute the Adversary Proceeding without
reopening any of the Reorganized Debtors' Chapter 11 cases.

           Court Might Hear Motion to Re-Open on Dec. 2

Pursuant to a notice of matters scheduled for hearing, the
Court notes that it may possible hear the Motion to Re-Open
on December 2, 2010, if the parties involved cannot resolve
the issues among them.

The Notice hints that the Parties are working on a stipulation by
which the Motion to be Re-Open will be withdrawn.

                      About Owens Corning

Headquartered in Toledo, Ohio, Owens Corning fka Owens Corning
(Reorganized) Inc. (NYSE: OC) -- http://www.owenscorning.com/--
is a producer of residential and commercial building materials and
glass fiber reinforcements, and other similar materials for
composite systems.  The company has operations in 26 countries.

The Company filed for Chapter 11 protection on October 5, 2000
(Bankr. D. Del. Case. No. 00-03837).  Norman L. Pernick, Esq., at
Saul Ewing LLP, represented the Debtors.  Elihu Inselbuch, Esq.,
at Caplin & Drysdale, Chartered, represented the Official
Committee of Asbestos Creditors.  James J. McMonagle served as the
Legal Representative for Future Claimants until June 20, 2007.
Mr. McMonagle was replaced by Michael J. Crames.  Mr. Crames
served as Mr. McMonagle's counsel until July 2005, when he retired
from the law firm Kaye Scholer LLP.

On September 28, 2006, the Honorable John P. Fullam, Sr., of the
U.S. District Court for the Eastern District of Pennsylvania
affirmed the order of Honorable Judith Fitzgerald of the U.S.
Bankruptcy Court for the District of Delaware confirming Owens
Corning's Sixth Amended Plan of Reorganization.  The Plan took
effect on October 31, 2006, marking the company's emergence from
Chapter 11.

Reorganized Owens sought on July 25, 2008, from the Delaware
Bankruptcy Court a final decree closing the Chapter 11 cases of 17
of its affiliates.  Only the Chapter 11 case of Owens Corning
Sales, LLC, formerly known as Owens Corning, under Case No.
00-03837 will remain open.

(Owens Corning Bankruptcy News; Bankruptcy Creditors' Service
Inc.; http://bankrupt.com/newsstand/or 215/945-7000)

                          *     *     *

Reorganized Owens Corning carries a 'Ba1' corporate family rating
from Moody's.


OWENS CORNING: PI Trusts Seek Injunction vs. All Discovery
----------------------------------------------------------
Each of the asbestos trusts in the cases of Owens Corning,
ACandS, Inc., Kaiser Aluminum Corporation, USG Corporation; the
corresponding trust advisory committees of the Trusts; and Hon.
Dean M. Trafelet (Ret.), as legal representative for Future
Claimants against the USG Asbestos Trust ask Judge Judith
Fitzgerald of the U.S. Bankruptcy Court for the District of
Delaware to enter a preliminary injunction barring the
continuation of discovery against the Trusts and all discovery of
a similar nature until the Court has ruled on the issues raised in
the Trusts' Adversary Complaint.

Bernard G. Conaway, Esq., at Campbell & Levine LLC, in
Wilmington, Delaware, relates that permanent injunctive relief
will be necessary to ensure that the Trusts, and other trusts
like them, resulting from complex, tort-driven bankruptcies, and
created to compensate the victims of asbestos pursuant to a
bespoke provision of the Bankruptcy Code, are not turned into
clearinghouses of information, forced to provide data for
manipulation by parties in cases in which the Trusts have no
interest or role.

Mr. Conaway asserts that since numerous discovery requests to the
Trusts are pending, the Delaware Bankruptcy Court should issue a
preliminary injunction preventing discovery until it has had an
opportunity to consider and rule on the questions presented in
the Complaint.

It is essential, he insists, that the Delaware Bankruptcy Court
shield the Trusts from further improper attempts to gain carte
blanche access to the Trusts' claimants' information, including
settlement data, because the discovery violates the corresponding
trust distribution procedures pursuant to which the Trusts
operate.

"If the Trusts are continually forced to defend against improper
third-party discovery, and routinely compelled to respond to such
discovery, irreparable harm will be done to the Trusts and to
their claimants," Mr. Conaway asserts.

The Trusts' sole purpose -- to pay claimants -- will be
frustrated and their resources will be diverted to continuous
efforts to protect claimants' information, Mr. Conaway argues.

Any harm that would result to the entities asking for broad
swaths of information from the Trusts -- information that they
would never have been able to access in the tort system from the
defendants whose insolvencies occasioned the creation of the
Trusts -- as a resolution of the proposed preliminary injunction
is dramatically outweighed by the likelihood that the Trusts will
be irreparably harmed if the requests continue unchecked, Mr.
Conaway maintains.

Judge Fitzgerald is set to hear the Preliminary Injunction
Request on December 2, 2010, at 10:00 a.m. prevailing Eastern
Time.

            Parties Object to Preliminary Injunction

In separate filings, these defendants voiced their opposition to
the Debtors' request for a preliminary injunction:

  * National Union Fire Insurance Company of Pittsburgh, PA and
    American Home Assurance Company;

  * Specialty Products Holding Corp.; and

  * Hartford Accident and Indemnity Company, First State
    Insurance Company, and New England Insurance Company.

The Responding Defendants point out that each of the bankruptcy
matters to which the adversary proceedings are ostensibly
connected is at its post-confirmation stage and the adversary
proceedings are non-core proceedings.  Thus, the Delaware Court
does not have jurisdiction to grant a preliminary injunction, the
Responding Defendants maintain.

National Union argues that the subpoenas issued for the discovery
process are directed to third parties, and do not require any
Plaintiff to take any action or be subject to any sanctions for
failing to do so.

"The sole connection of these Subpoenas to any bankruptcy issue
or the bankruptcy process is the fact that the Trust-Plaintiffs
themselves are creatures of the reorganization plans of the
respective former debtors," Jeffrey C. Wisler, Esq., at Connolly
Bove Lodge & Hutz LLP, in Wilmington, Delaware, counsel to
National Union, relates.

Hartford argues that the Preliminary Injunction Request is
unprecedented as the Plaintiffs seek to become a nationwide
arbiter of discovery in at least four actions outside the
Bankruptcy Court's jurisdiction.

Based on the same arguments, National Union and Hartford ask
Judge Fitzgerald ask Judge Fitzgerald to dismiss the Adversary
Complaint.

In yet another separate filing, the Official Committee of
Unsecured Creditors of Motors Liquidation Company also asks Judge
Fitzgerald not to grant the Preliminary Injunction Request.

The GM Committee notes that the Owens Corning/Fibreboard and U.S.
Gypsum Asbestos Trusts previously attempted to stop its discovery
process on certain asbestos trusts in the U.S. Bankruptcy Court
for the Southern District of New York before Judge Robert Gerber
and failed.

Representing the GM Committee, Robert J. Dehney, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, Delaware, contends
that the Plaintiffs' current attempt in Delaware is virtually
identical to those made in New York and should likewise be
rejected.  The Owens Corning/Fibreboard and U.S. Gypsum Asbestos
Trusts, he notes, made an explicit commitment to Judge Gerber
that they would not collaterally attack his discovery ruling.

Accordingly, the GM Committee asserts that the current action
constitutes an improper attempt to re-litigate issues that have
already been resolved in its favor.

      Plaintiffs Seek Consolidation of Adversary Proceeding

The Plaintiffs ask Judge Fitzgerald to consolidate for all
purposes Adversary Proceeding Nos. 10-53721, 10-53702, 10-53719,
10-53720, and 10-53712 pending before the Bankruptcy Court.

The Adversary Proceedings were commenced by the various
Plaintiffs on October 27, 2010, seeking to resolve in one
jurisdiction and in one court the proper scope of discovery of
the claimant information and data that the Defendants have sought
from the Trusts, and the protections that the Trusts may properly
and consistently invoke in the event of future, similar discovery
efforts.

Mr. Conaway contends that the Adversary Proceedings contain
identical allegations and requests for relief and was commenced
by the filing of the same complaint by each of the Plaintiffs in
their bankruptcy cases.  He adds that the claimant information
sought by Defendants from each of the Trusts is identical.

"Thus, there is no question that the Adversary Proceedings
involve common issues of fact and law and that consolidation
would promote judicial economy and avoid unnecessary cost and
delay," Mr. Conaway points out.

In a separate filing, the Plaintiffs ask the Court to shorten the
notice period with respect to their Request so that it may be
heard on December 2, 2010, at 10:00 a.m. ET and set November 24,
2010, at 4 p.m. ET as the response deadline.  The request for a
shortened notice period was granted.

            Specialty Products Oppose Consolidation

Specialty Products argues that "the procedural mechanisms through
which the Trusts purport to bring a multi-Chapter 11, global
adversary proceeding are apparently unprecedented."  It notes
that the Trusts have filed a single, identical complaint in five
separate Chapter 11 cases of unrelated debtors giving rise to
five separate adversary proceedings.

The Trusts do not even attempt to distinguish between the
discovery sought by the various defendants and instead brazenly
proceed as if their allegations of burden, irrelevancy, and
confidentiality can be adjudicated in the abstract-quite apart
from the actual discovery requests or the individual facts or
circumstances of each case from which they arise, Daniel J.
DeFranceschi, Esq., at Richards Layton Finger P.A., in
Wilmington, Delaware, tells the Court.

Mr. DeFranceschi further argues that the Trusts do not cite any
legal authority suggesting that a court's discretion to
consolidate cases under Bankruptcy Rule 7042 permits reaching
across different Chapter 11 cases to collect various adversary
proceedings so they can proceed in a consolidated action in an
unrelated Chapter 11 case.  It is entirely unclear, he points
out, why SPHC's Chapter 11 case is the appropriate forum for
consolidation.

                      About Owens Corning

Headquartered in Toledo, Ohio, Owens Corning fka Owens Corning
(Reorganized) Inc. (NYSE: OC) -- http://www.owenscorning.com/--
is a producer of residential and commercial building materials and
glass fiber reinforcements, and other similar materials for
composite systems.  The company has operations in 26 countries.

The Company filed for Chapter 11 protection on October 5, 2000
(Bankr. D. Del. Case. No. 00-03837).  Norman L. Pernick, Esq., at
Saul Ewing LLP, represented the Debtors.  Elihu Inselbuch, Esq.,
at Caplin & Drysdale, Chartered, represented the Official
Committee of Asbestos Creditors.  James J. McMonagle served as the
Legal Representative for Future Claimants until June 20, 2007.
Mr. McMonagle was replaced by Michael J. Crames.  Mr. Crames
served as Mr. McMonagle's counsel until July 2005, when he retired
from the law firm Kaye Scholer LLP.

On September 28, 2006, the Honorable John P. Fullam, Sr., of the
U.S. District Court for the Eastern District of Pennsylvania
affirmed the order of Honorable Judith Fitzgerald of the U.S.
Bankruptcy Court for the District of Delaware confirming Owens
Corning's Sixth Amended Plan of Reorganization.  The Plan took
effect on October 31, 2006, marking the company's emergence from
Chapter 11.

Reorganized Owens sought on July 25, 2008, from the Delaware
Bankruptcy Court a final decree closing the Chapter 11 cases of 17
of its affiliates.  Only the Chapter 11 case of Owens Corning
Sales, LLC, formerly known as Owens Corning, under Case No.
00-03837 will remain open.

(Owens Corning Bankruptcy News; Bankruptcy Creditors' Service
Inc.; http://bankrupt.com/newsstand/or 215/945-7000)

                          *     *     *

Reorganized Owens Corning carries a 'Ba1' corporate family rating
from Moody's.


PALATIN TECHNOLOGIES: Posts $4.6MM Loss in Q1 Ended September 30
----------------------------------------------------------------
Palatin Technologies, Inc., filed its quarterly report on Form 10-
Q, reporting a net loss of $4.60 million on $216,147 of revenue
for the three months ended September 30, 2010, compared with a net
loss of $37,065 on $3.66 million of revenue for the same period
ended September 30, 2009.

"Management does not believe that the Company's existing capital
resources, together with expected revenues, will be adequate to
fund its currently planned operations for the next twelve months
and intends to seek additional capital," the Company said in the
filing.

The Company's balance sheet as of September 30, 2010, showed
$8.39 million in total assets, $3.30 million in total liabilities,
and stockholders' equity of $5.08 million.

As reported in the Troubled Company Reporter on September 30,
2010, KPMG LLP, in Philadelphia, Pa., expressed substantial doubt
about the Company's ability to continue as a going concern,
following the Company's results for the fiscal year ended June 30,
2010.  The independent auditors noted that the Company has
incurred recurring net losses and negative cash flows from
operations and will require substantial additional financing to
continue to fund its planned development activities.

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

               http://researcharchives.com/t/s?6f8a

                    About Palatin Technologies

Cranbury, N.J-based Palatin Technologies, Inc., is a
biopharmaceutical company dedicated to the development of peptide,
peptide mimetic and small molecule agonist compounds with a focus
on melanocortin and natriuretic peptide receptor systems.


PALETTA GROUP: Radisson Hecla Sent to Receivership by Canada Bank
-----------------------------------------------------------------
Bruce Owen at Winnipeg Free Press reports that Radisson Hecla, a
resort on Lake Winnipeg, Canada, was placed in receivership this
week by the Business Development Bank of Canada. The BDC, the
report relates, is owed $8.5 million and the province is owed $5.5
million through its Manitoba Industrial Opportunities Program.

Greg Selinger, premier of the province of Manitoba, Canada
declined to respond to a charge that the province reneged on
approving a condo development that could have kept the Radisson
Hecla out of receivership, Winnipeg Free Press reports.

According to the report, Mr. Selinger said that because the case
is now in court, he's blocked from discussing a claim by Joe
Paletta, president of The Paletta Group, the province stood in the
way of the redevelopment of the resort in Grindstone Provincial
Park.

The Paletta Group, which has run the 90-room Radisson Hecla since
it opened in 2008, filed a statement of claim against the BDC and
the province, the report notes.  Paletta Group, the report
discloses, said that the province reneged on its approval to allow
his Company to build condominiums, villas and time-share
properties on the site, which would have brought it up to 300
rooms.

Mr. Selinger said that such an expansion was a must if the
property was going to be profitable, the report notes.  A new
approval was subsequently presented to Paletta, but it included a
number of environmental demands, the report says.

Paletta Group has said his company has sunk more than $19 million
into the property since signing a lease in 2005, the report notes.

Mr. Selinger, the report relates, also said he doesn't know how
much the province may recover from the $5.5 million it loaned the
hotel.  Hope is another company will step in to operate it, but
the fact remains the market is soft for high-end resorts and local
tourism, he added.

Progressive Conservative Leader Hugh McFadyen said that the
province should have examined the original proposal before sinking
in $5.5 million, the report adds.


PALM HARBOR: Posts $10.9 Million Net Loss in Q2 Ended September 24
------------------------------------------------------------------
Palm Harbor Homes, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $10.94 million on $66.30 million of
revenue for the three months ended September 24, 2010, compared
with a net loss of $10.40 million on $74.80 million of revenue for
the three months ended September 25, 2009.

"The Company's cash and cash equivalents decreased $17.2 million
in the first six months of fiscal 2011 and the Company has
incurred losses from operations since fiscal 2007 including a
$9.30 million loss from operations for the first six months of
2011," the Company said in the filing.

The Company believes the aforementioned factors, together with the
default under the Company's Textron facility, and related cross-
default considerations, raise substantial doubt as to the
Company's ability to continue as a going concern.

As of November 15, 2010, the Company was in default under three
provisions under its amended floor plan financing facility with
Textron Financial Corporation because the Company failed to reduce
its outstanding borrowings under the facility to $32 million
(currently at $34 million), the Company has exceeded the maximum
permissible loan-to-collateral coverage ratio (currently 60%) by
having a ratio of approximately 70% and the Company has sold
approximately $6.76 million of homes, which funds should have been
paid to Textron but were not paid to Textron.

The Company says it has obtained a waiver of the defaults from
Textron through November 19, 2010.  The waiver automatically
extends through November 26, 2010, if the Company has aggregate
finished goods inventory equal to $46.75 million or less and the
aggregate amount of homes sold but as to which funds have not been
remitted to Textron does not exceed $7.5 million.

The Company's balance sheet as of September 24, 2010, showed
$324.17 million in total assets, $281.07 million in total
liabilities, and stockholders' equity of $43.10 million.

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

              http://researcharchives.com/t/s?6f8d

                     About Palm Harbor Homes

Addison, Tex.-based Palm Harbor Homes, Inc. (NASDAQ: PHHM)
-- http://www.palmharbor.com/-- manufactures and markets
factory- built homes.  The Company markets nationwide through
vertically integrated operations, encompassing manufactured and
modular housing, financing and insurance.  As of September 24,
2010, the Company operated eight manufacturing facilities that
sell homes through 54 company-owned retail sales centers and
builder locations and approximately 135 independent retail
dealers, builders and developers.  Through its subsidiary,
CountryPlace Acceptance Corporation, the Company currently offers
conforming mortgages primarily to purchasers of factory-built
homes sold by company-owned retail sales centers and certain
independent retail dealers, builders and developers.  The loans
originated through CountryPlace are sold to investors.  The
Company provides property and casualty insurance for owners of
manufactured homes through its subsidiary, Standard Casualty.


PATIENT SAFETY: Swings to $976,738 in 3rd Quarter 2010
------------------------------------------------------
Patient Safety Technologies Inc. filed its quarterly report on
Form 10-Q, reporting net income of $976,738 on $4.12 million of
revenues for the three months ended Sept. 30, 2010, compared with
a net loss of $3.33 million on $978,461 of revenues for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed $12.02
million in total assets, $10.10 million in total liabilities, and
a stockholders' equity of $1.92 million.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6f54

                About Patient Safety Technologies

Patient Safety Technologies, Inc. (OTC: PSTX) --
http://www.surgicountmedical.com/-- through its wholly owned
operating subsidiary SurgiCount Medical, Inc., provides the
Safety-Sponge(TM) System, a system designed to improve the
standard of patient care and reduce health care costs by
preventing the occurrence of surgical sponges and other retained
foreign objects from being left inside patients after surgery.
RFOs are among one of the most common surgical errors.

                          *     *     *

In its March 31, 2010 report, Squar, Milner, Peterson, Miranda &
Williamson, LLP, in San Diego, California, noted that the
Company's significant recurring net losses through December 31,
2009, and significant working capital deficit as of December 31,
2009, raise substantial doubt about the Company's ability to
continue as a going concern.


PEARLAND SUNRISE: Taps Frank B. Lyon to Handle Reorganization Case
------------------------------------------------------------------
The Hon. Craig A. Gargotta of the U.S. Bankruptcy Court for the
Western District of Texas authorized Pearland Sunrise Lake Village
I, LP, to employ Frank B. Lyon as counsel.

Mr. Lyon is representing the Debtor in the Chapter 11 proceedings.

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

             About Pearland Sunrise Lake Village I, LP

Marble Falls, Texas-based Pearland Sunrise Lake Village I, LP, dba
SRLVI, filed for Chapter 11 bankruptcy protection on July 9, 2010
(Bankr. W.D. Tex. Case No. 10-11926).  Frank B. Lyon, Esq., who
has an office in Austin, Texas, represents the Debtor.  The
Company estimated assets and debts at $10 million to $50 million.

The Company's affiliate, Pearland Sunrise Lake Village II, LP, dba
SRLVII, filed a separate Chapter 11 petition on July 9, 2010 (Case
No. 10-11925), estimating assets and debts at $10 million to
$50 million.


PEARLAND SUNRISE: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Pearland Sunrise Lake Village I, LP, filed with the U.S.
Bankruptcy Court for the Western District of Texas its schedules
of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $8,471,129
  B. Personal Property            $1,782,588
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $13,734,913
  E. Creditors Holding
     Unsecured Priority
     Claims                                              $846
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $2,486,368
                                 -----------      -----------
        TOTAL                    $10,253,717      $16,222,127

Marble Falls, Texas-based Pearland Sunrise Lake Village I, LP, dba
SRLVI, filed for Chapter 11 bankruptcy protection on July 9, 2010
(Bankr. W.D. Tex. Case No. 10-11926).  Frank B. Lyon, Esq., who
has an office in Austin, Texas, represents the Debtor.

The Company's affiliate, Pearland Sunrise Lake Village II, LP, dba
SRLVII, filed a separate Chapter 11 petition on July 9, 2010 (Case
No. 10-11925), estimating assets and debts at $10 million to
$50 million.


PLC SYSTEMS: Posts $5,000 Net Loss in September 30 Quarter
----------------------------------------------------------
PLC Systems Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $5,000 on $892,000 of revenue for
the three months ended September 30, 2010, compared with a net
loss of $358,000 on $1.02 million of revenue of the same period of
2009.

As of September 30, 2010, cash and cash equivalents were roughly
$1.33 million, as compared to roughly $2.69 million as of
December 31, 2009.

"Management expects that quarterly losses and negative cash flows
will continue during the remainder of 2010," the Company said in
the filing.

The Company's balance sheet at September 30, 2010, showed
$3.40 million in total assets, $2.05 million in current
liabilities, $179,000 in deferred revenue, and shareholders'
equity of $1.17 million.

As reported in the Troubled Company Reporter on April 12, 2010,
Caturano and Company, P.C., in Boston, 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 recurring net losses and
negative cash flows from operations.

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

               http://researcharchives.com/t/s?6f87

Franklin, Mass.-based PLC Systems Inc. (OTC BB: PLCSF)
-- http://www.plcmed.com/- is a medical device company
specializing in innovative technologies for the cardiac and
vascular markets.


PRIUM TUMWATER: To Lose Asset to Foreclosure; Case Dismissed
------------------------------------------------------------
The Hon. Paul B. Snyder of the U.S. Bankruptcy Court for the
Western District of Washington dismissed the Chapter 11 case of
Prium Tumwater Buildings LLC.

The Debtor related that its sole significant asset is likely to be
lost via a foreclosure sale and that its has no other meaningful
assets to support a Chapter 11 Plan.

Tacoma, Washington-based Prium Tumwater Buildings LLC filed for
Chapter 11 bankruptcy protection on June 18, 2010 (Bankr. W.D.
Wash. Case No. 10-44962).  Timothy W. Dore, Esq., at Ryan Swanson
& Cleveland PLLC, represented the Debtor.  The Company estimated
assets and debts at $10 million to $50 million.


PURESPECTRUM INC: Lender Defers Foreclosure Until December 20
-------------------------------------------------------------
PureSpectrum, Inc., said in a regulatory filing that secured
creditors have agreed to defer foreclosure proceedings until
December 20, 2010.

On October 29, 2010, the Company struck a Forbearance Agreement
with Barclay Lyons, LLC, as lender, and The EP Group, Inc., War
Chest Capital Multi-Strategy Fund, LLC, and Gregory Clements,
Chief Executive Officer of PureSpectrum.

To finance its ongoing operations, PureSpectrum executed multiple
secured convertible promissory notes with several creditors.  The
secured creditors have filed U.C.C. security interests encumbering
all of the Company's assets.  Barclay Lyons has a priority
security interest.  The secured convertible promissory notes are
in default.

The Forbearance Agreement provides in part for Barclay Lyons to be
issued 2 million shares of the Company's Series B preferred
Shares.  Each Series B preferred share entitles the holder to 500
votes per share and may vote on any action requiring any class of
shares to vote.  As a result of the issuance of the Series B
preferred shares, there has been a change in control of the
Company.

In consideration for the issuance of the Series B preferred
shares, Barclay Lyons has agreed to forebear any foreclosure
proceedings until December 20, 2010.  In addition to the issuance
of the Series B preferred shares, PureSpectrum will be required to
modify all existing debt obligations by December 20, 2010.

Also on October 29, 2010, the Company entered into an interim
employment agreement with Mr. Clements to serve as the Company's
president and chief financial officer.  The agreement provides in
part for Mr. Clements to receive an annual salary of $96,000.  He
will also be issued 15 million shares of the Company's common
stock on the one year anniversary date of the agreement subject to
certain performance goals including but not limited to the Company
securing annual sales of $360,000 or the Company can demonstrate
that monthly sales of at least $30,000 is achievable.  The
effective date of the Agreement was October 8, 2010.

On November 3, 2010 the Company authorized the issuance of
2 million shares of Series B Preferred Shares to Barclay Lyons.

As reported by the Troubled Company Reporter on November 24, 2010,
Purespectrum said it could not timely file its quarterly report on
Form 10-Q with the Securities and Exchange Commission because the
company needs additional time to prepare and review the quarterly
report for the period ended September 30, 2010.  The Company
incurred net losses from operations of $5.1 million for the six
months ended June 30, 2010.  In addition, at June 30, 2010, the
Company has an accumulated deficit of $19.3 million and negative
working capital of $826,114.

The Company's balance sheet at June 30, 2010, showed $2.4 million
in total assets, $2.5 million in total liabilities, and a
stockholders' deficit of $112,212.

                     About PureSpectrum Inc.

Savannah, Ga.-based PureSpectrum, Inc. (OTC: PSRU)
-- http://www.purespectrumlighting.com/-- is engaged in the
development, marketing, licensing, and contract manufacturing of
lighting technology for use in residential, commercial, and
industrial applications worldwide.


RADIO ONE: Completes Exchange Offer for Sr. Subord. Notes
---------------------------------------------------------
Radio One, Inc. has completed its previously announced exchange
offer relating to its 8-7/8% Senior Subordinated Notes due 2011
and its 6-3/8% Senior Subordinated Notes due 2013.  The Company
retired approximately $296.2 million in aggregate principal amount
of the Existing Notes, comprised of approximately $97.0 million,
or approximately 95.5%, in aggregate principal amount of the 2011
Notes and approximately $199.3 million, or approximately 99.6%, in
aggregate principal amount of the 2013 Notes.  The Company's
pending amendment to its senior secured credit facility has also
become effective.  As a result of the effectiveness of the senior
secured credit facility amendment, all prior defaults under the
senior secured credit facility have been cured or waived.

The new securities issued pursuant to the Amended Exchange Offer
have not been registered under the Securities Act of 1933, as
amended, 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.


SANTA YSABEL RANCH: Foreclosure Postponed; Forbearance Mulled
-------------------------------------------------------------
Tonya Strickland, writing for The San Louis Obispo Tribune,
reports that the November 23 foreclosure auction for David
Weyrich's 49 remaining home lots at Santa Ysabel Ranch in
Templeton, California, has been moved to January 4.

The report relates Mr. Weyrich, trustee of the ranch, has
defaulted on a roughly $23 million loan through Lafayette-based
R.E. Loans Inc. that packages the ranch with the Carlton Hotel in
Atascadero, which the firm is also foreclosing on.  R.E. Loans
consultant Rick Dishnica said they are negotiating a forbearance
agreement on the property.

The assets were initially scheduled for auction outside the San
Luis Obispo County Courthouse.


SCHUTT SPORTS: Kranos to Lead Auction for Helmet Business
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Schutt Sports Inc. is planning to sell its helmet
manufacturing business for $25.1 million to Kranos Intermediate
Holding Corp., absent higher and better bids at an auction.
According to Mr. Rochelle, Schutt is seeking approval from the
bankruptcy court to set a Dec. 10 deadline for bids, an auction
the same day and a hearing on Dec. 15 for approval of the sale.
The bankruptcy court will convene a hearing on November 29 to
consider the proposed auction and sale procedures.

                       About Schutt Sports

Headquartered in Litchfield, Illinois, Schutt Sports, Inc. -- fka
Schutt Manufacturing Company, Schutt Sports Manufacturing Co.,
Schutt Sports Distribution Company, and Schutt Athletic Sales
Company -- and its affiliates manufacture team sporting equipment,
primarily for football, baseball and softball.

Schutt Sports filed for Chapter 11 bankruptcy protection on
September 6, 2010 (Bankr. D. Del. Case No. 10-12795).  The Company
was forced into Chapter 11 by a $29 million patent-infringement
judgment in favor of competitor Riddell Inc.

Victoria Watson Counihan, Esq., at Greenberg Traurig, LLP, assists
the Debtor in its restructuring effort.  Ernst & Young is the
Debtor's financial advisor.  Oppenheimer & Co., Inc., is the
Debtor's investment banker. The Official Committee of Unsecured
Creditors tapped Lowenstein Sandler PC as its counsel.

The Debtor estimated is assets and debts at $50 million to
$100 million as of the Petition Date.


SEP RIVERPARK: Taps G. Rudy Hiersche, Jr. as Bankruptcy Counsel
---------------------------------------------------------------
Sep Riverpark, LLC, asks for authorization from the U.S.
Bankruptcy Court for the Western District of Oklahoma to employ G.
Rudy Hiersche, Jr., as bankruptcy counsel.

Mr. Hiersche will:

     (a) give the Debtor legal advice with respect to its powers
         and duties as debtor-in-possession in the continued
         operation of its business and management of its property;

     (b) prepare applications, answers, orders, reports and other
         legal papers; and

     (c) perform all other legal services for Debtor as debtor-in-
         possession which may be necessary herein.

Mr. Hiersche will be paid $225 per hour for his services.

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

Oklahoma City, Oklahoma-based SEP Riverpark Plaza, L.L.C., aka
Riverpark Plaza Apartments, filed for Chapter 11 bankruptcy
protection on November 11, 2010 (Bankr. W.D. Okla. Case No. 10-
16832).  According to its schedules, the Debtor disclosed
$19,165,623 in total assets and $12,026,685 in total debts.


SHUBH HOTELS PITTSBURGH: To Become Wyndham Grand Hotel
------------------------------------------------------
Ann Belser at Pittsburgh Post-Gazette reports that a federal
bankruptcy judge cleared the way of Shubh Hotels Pittsburgh LLC
to become a Wyndham Grand hotel.  Lender BlackRock Financial
Management Inc. had opposed the switch to Wyndham arguing that
the chain is inferior to Hilton.

Boca Raton, Florida-based Shubh Hotels Pittsburgh, LLC, owns and
operates the Pittsburgh Hilton Hotel.  It filed for Chapter 11
bankruptcy protection on September 7, 2010 (Bankr. W.D. Pa. Case
No. 10-26337).  Scott M. Hare, Esq., in Pittsburgh, Pennsylvania,
and attorneys at Rudov & Stein, P.C., serve as co-counsel.  The
Debtor estimated its assets at $10 million to $50 million and
debts at $50 million to $100 million.

Shubh Hotels Detroit, LLC, filed for Chapter 11 protection on
October 21, 2010 (Bankr. S.D. Fla. Case No. 10-42163).  Susan D.
Lasky, Esq., at Susan D. Lasky, PA, in Wilton Manors, Florida,
represents the Debtor.  The Debtor estimated up to $50,000 in
assets and debts of $10,000,001 to $50,000,000 in the Chapter 11
petition.


SOJO, LLC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: SOJO, LLC
        968 Stallion Drive
        Loxahatchee, FL 33470

Bankruptcy Case No.: 10-45753

Chapter 11 Petition Date: November 22, 2010

Court: U.S. Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman, Jr.

Debtor's Counsel: Barry P. Gruher, Esq.
                  200 E. Broward Boulevard, #1110
                  Ft Lauderdale, FL 33301
                  Tel: (954) 453-8000
                  E-mail: bgruher@gjb-law.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/flsb10-45753.pdf

The petition was signed by Howard Holloway, managing member.


STUDIO ONE: Posts $1.4 Million Net Loss in September 30 Quarter
---------------------------------------------------------------
Studio One Media, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $1.42 million on $102,870 of revenue for
the three months ended September 30, 2010, compared with a net
loss of $1.46 million on $29,343 of revenue for the same period of
2009.

"The Company has incurred losses since inception of
$20.57 million and currently has revenues which are insufficient
to covering its operating costs which raises substantial doubt
about its ability to continue as a going concern," the Company
said in the filing.

The Company's balance sheet as September 30, 2010, showed
$3.12 million in total assets, $1.87 million in total liabilities,
and stockholders' equity of $1.25 million.

SingerLewak LLP, in Los Angeles, expressed substantial doubt about
the Company's ability to continue as a going concern, following
the Company's results for the fiscal year ended June 30, 2010.
The independent auditors noted that the Company has historically
suffered recurring losses from operations, has a substantial
accumulated deficit and has limited revenues.

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

               http://researcharchives.com/t/s?6f84

Studio One Media, Inc. (OTC BB: SOMD) is a diversified media and
technology company based in Scottsdale, Arizona.  The Company's
subsidiaries and divisions include MyStudio, Inc., MyStudio Audio
Labs, Inc., MyStudio Music and MyStudio Management.

Over the last seven years, Studio One and its wholly-owned
subsidiary, MyStudio, Inc., have been engaged in the research and
development of proprietary, leading-edge audio and video
technologies for professional and consumer use.


SUNRISE REAL: Incurs $24,877 Net Loss in September 30 Quarter
-------------------------------------------------------------
Sunrise Real Estate Group Inc. filed its quarterly report on Form
10-Q, reporting a net loss of $24,877 on $3.10 million of net
revenues for the three months ended Sept. 30, 2010, compared with
net income of $2.43 million on $5.32 million of net revenues for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2010, showed
$15.20 million in total assets, $17.15 million in total
liabilities, and a stockholders' deficit of $3.35 million.

As reported in the Troubled Company Reporter on April 21, 2010,
Kenne Ruan, CPA, P.C., in Woodbridge, Conn., 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 significant accumulated losses from operations and
has a net capital deficiency.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6f92

                        About Sunrise Real

Headquartered in Shanghai, the People's Republic of China, Sunrise
Real Estate Group, Inc. was initially incorporated in Texas on
October 10, 1996, under the name of Parallax Entertainment, Inc.
On December 12, 2003, Parallax changed its name to Sunrise Real
Estate Development Group, Inc.  On April 25, 2006, Sunrise Estate
Development Group, Inc. filed Articles of Amendment with the Texas
Secretary of State, changing the name of Sunrise Real Estate
Development Group, Inc. to Sunrise Real Estate Group, Inc.,
effective from May 23, 2006.

The Company and its subsidiaries are engaged in the property
brokerage services, real estate marketing services, property
leasing services and property management services in China.

The Company's balance sheet as of June 30, 2010, showed
$15.6 million in total assets, $17.8 million in total liabilities,
$1.1 million in noncontrolling interests of consolidated
subsidiaries, and a stockholders' deficit of $3.3 million.


TELTRONICS INC: Incurs $92,000 Net Loss in September 30 Quarter
---------------------------------------------------------------
Teltronics Inc. said that sales for the three months ended
September 30, 2010 were $7.96 million, as compared to $14.2
million reported for the same period in 2009.  Net loss for the
three months ended September 30, 2010 was $92,000 as compared to
an income of $2.6 million for the same period in 2009.

Gross profit margin for the three months ended September 30, 2010
was 36.1% as compared to 41.1 % for the same period in 2009.
The Company's balance sheet at Sept. 30, 2010, showed $10.25
million in total assets, $14.70 million in total current
liabilities, $4.43 million in total long-term liabilities, and a
stockholders' deficit of $8.88 million.

Ewen Cameron, President and CEO, "Although our net loss of $92
thousand for the three months ended was significantly down in
comparison to our profit for the same period last year, it is an
improvement quarter over quarter for this year.  The year to date
losses were substantially affected by some onetime charges as
already stated in the second quarter results.

The general outlook for business for the remainder of this year is
still challenging due to the purchase cycle of a number of our
major customers and the general economic situation.  There are
some indications that the international market for our products is
improving as we have a number of outstanding quotations that
should translate into orders for next year."

A full-text copy of the earnings release is available for free
at http://ResearchArchives.com/t/s?6f43

                      About Teltronics Inc.

Palmetto, Fla.-based Teltronics, Inc. (OTC BB: TELT)
-- http://ww.teltronics.com/-- designs, installs, develops,
manufactures and markets electronic hardware and application
software products, and engages in electronic manufacturing
services primarily in the telecommunication industry.


TEMPUS RESORTS: Wants $6.5-Mil. DIP Financing From Tempus
---------------------------------------------------------
Tempus Resorts International, Ltd., et al., seek interim
authorization from the Hon. Karen S. Jennemann of the U.S.
Bankruptcy Court for the Middle District of Florida to obtain
postpetition secured financing from Tempus Acquisition, LLC.

The DIP Lender has committed to provide up to $6.5 million.

Elizabeth A. Green, Esq., at Baker & Hostetler LLP, explains that
the Debtors need the money to fund their Chapter 11 case, pay
suppliers and other parties.

The DIP facility will mature on February 18, 2011.  The DIP
facility will incur interest at 10% per annum.  In the event of
default, the Debtors will pay an additional 2% default interest
per annum.

As security for all loans, advances, and any other indebtedness or
obligations, the DIP Lender is granted valid, binding, enforceable
and perfected security interests in and liens in and to all
currently owned or hereafter acquired property and assets of each
of the Debtors.

As adequate protection, RFA and Textron Financial Corporation, the
Debtors' prepetition secured creditors, will be granted valid,
binding, enforceable and perfected liens in all of the
postpetition collateral to secure an amount of prepetition
indebtedness equal to the sum of the aggregate amount of
diminution in value of their respective prepetition collateral.
The adequate protection liens will be subject to (i) the
postpetition liens; and (ii) any liens or security interests
existing on or in the postpetition collateral that are valid,
binding, enforceable, and perfected liens on the Petition Date
that aren't otherwise subject to avoidance or subordination.

The Debtors must (i) provide the DIP Lender with the Debtors'
proposed final financing order budget by November 30, 2010;
(ii) procure entry of a final financing order by December 10,
2010; (iii) prepare and file an adversary proceeding against RFA
to avoid and recover certain transfers of property of the Debtors
made to RFA as preferences and fraudulent transfers on or before
five business days from the Petition Date; (iv) prepare and file a
plan and disclosure statement with the Court by December 6, 2010,
that will include, among other provisions, the sale of
substantially all of the Debtors' assets;  (v) obtain a final
court order approving the Debtors' disclosure statement by
January 7, 2011; (vi) obtain a final court order confirming the
Debtors' plan by February 6, 2011; and (vii) consummate any sale
contemplated by the plan and fully, finally, and indefeasibly
satisfy the postpetition loans as of February 18, 2011.

The Debtors are required to pay the DIP Lender a closing fee of
$160,000.

                      About Tempus Resorts

Orlando, Florida-based Tempus Resorts International, Ltd., filed
for Chapter 11 bankruptcy protection on November 19, 2010 (Bankr.
M.D. Fla. Case No. 10-20709).  Elizabeth A. Green, Esq., at Baker
& Hostetler LLP, assists the Debtor in its restructuring effort.
It estimated its assets and debts at $100 million to $500 million.

Affiliates Tempus Palms International, Ltd. (Bankr. M.D. Fla. Case
No. 10-20712); Tempus Golf Development, LLC (Bankr. M.D. Fla. Case
No. 10-20714); Tempus Select, LLC (Bankr. M.D. Fla. Case No. 10-
20715); Backstage Myrtle Beach, LLC (Bankr. M.D. Fla. Case No. 10-
20716); Tempus Resorts Management, Ltd. (Bankr. M.D. Fla. Case No.
10-20717); Tempus Resorts Realty, LLC (Bankr. M.D. Fla. Case No.
10-20718); Tempus International Marketing Enterprises, Ltd.
(Bankr. M.D. Fla. Case No. 10-20719); and Time Retail, LLC (Bankr.
M.D. Fla. Case No. 10-20720) filed separate Chapter 11 petition.

Tempus Resorts estimated its assets and debts at $100,000 to
$500,000.  Tempus Golf Debt. Estimated its assets and debts at
$1 million to $10 million.  Tempus Palms International estimated
its assets at $100 million to $500 million.


THE INT'L BANKING: Bahrain Lawyers Can't Void U.S. Rulings
----------------------------------------------------------
Tiffany Kary at Bloomberg News reports that U.S. Bankruptcy Judge
Stuart Bernstein ruled The International Banking Corp.'s Bahrain-
based bankruptcy lawyers can't void U.S. rulings in lawsuits
brought by Deutsche Bank AG and Mashreqbank PSC and force the
turnover of about $29 million.

According to the report, Judge Bernstein, who is overseeing TIBC's
Chapter 15 case, denied a motion by an administrator to the
foreign bankruptcy to vacate attachment orders obtained by
Deutsche Bank and Mashreqbank, saying a Bahraini court should
decide the issue.

"This puts the cart before the horse" because it isn't clear
whether the attachment orders are voidable under Bahraini law,
Judge Bernstein wrote.

Bloomberg News relates that Deutsche Bank, based in Frankfurt, has
a claim for $69.8 million and Dubai-based Mashreqbank has a claim
for $69.1 million.  Both filed lawsuits in New York Supreme Court
seeking to recover amounts from foreign-exchange transactions.

Judge Bernstein reportedly said "it appears" a liquidation will
follow TIBC's current period of administration, which has a
two-year time limit.

                            About TBIC

The International Banking Corp. is a commercial lender in Bahrain
and owned by Ahmad Hamad Algosaibi & Brothers, or Ahab, the
privately held Saudi family business.  TBIC began facing scrutiny
by creditors and authorities in May 2009 after it failed to meet
some of its debt obligations.  TIBC was subsequently placed in
administration by the Central Bank of Bahrain, which in turn
appointed Trowers & Hamlins as external administrator in August.

Ahab is involved in a feud with Saad Group, another financially
troubled Saudi family business owned by Maan Al Sanea, which also
defaulted on some of its debts in 2009.  The groups are locked in
a financial dispute that's fought in various jurisdictions
including in the U.S.

TBIC filed a petition for protection from creditors in the U.S.
under Chapter 15 (Bankr. S.D.N.Y. Case No. 09-17318).  The bank
said assets and debt are both more than $1 billion.


TIB FINANCIAL: Widens Net Loss to $33.7MM in Q3 2010
----------------------------------------------------
TIB Financial Corp. filed its quarterly report on Form 10-Q for
the third quarter of 2010, reporting a net loss of $33.7 million
compared to $8.1 million for the third quarter of 2009.  TIB had
$17.04 million in total interest and dividend income in three
months ended Sept. 30, 2010, compared with $20.33 million in the
same period in 2009.

The increased loss is primarily due to the following:
$14.4 million in increased valuation adjustments, losses on sale
and operating expenses associated with foreclosed real estate; no
tax benefit recorded in the current period as a result of the
Company's deferred income tax assets being fully reserved; a $2.3
million higher provision for loan losses; and $2.2 million in
lower non-interest income.

The Company's balance sheet at Sept. 30, 2010, showed
$1.74 billion in total assets, $1.56 billion in total liabilities,
and stockholders' equity of $177.06 million.

On July 2, 2009, the Bank entered into a Memorandum of
Understanding, which is an informal agreement, with bank
regulatory agencies that it would move in good faith to increase
its Tier 1 leverage capital ratio to not less than 8% and its
total risk-based capital ratio to not less than 12% by December
31, 2009 and maintain these higher ratios for as long as this
agreement is in effect.  At December 31, 2009, these elevated
capital ratios were not met.  On July 2, 2010, the Bank entered
into a Consent Order, which is a formal agreement, with the bank
regulatory agencies under which, among other things, the Bank has
agreed to maintain a Tier 1 capital ratio of at least 8% of total
assets and a total risk based capital ratio of at least 12% within
90 days.  At September 30, 2010, based upon the preliminary
acquisition accounting adjustments, these ratios were not met.
The Bank achieved a Tier 1 capital ratio of 6.7% and a total risk-
based capital ratio of 11.0%.  The Consent Order also governs
certain aspects of the Bank's operations including a requirement
that it reduce the balance of assets classified substandard and
doubtful by at least 70% over a two-year period, and not undertake
asset growth of 5% or more per year without prior approval from
the regulatory agencies.  The Consent Order supersedes the
Memorandum of Understanding.  On September 22, 2010 the Federal
Reserve Bank of Atlanta (FRB) and the Company entered into a
written agreement where the Company agrees, among other things,
that it will not make any payments on the outstanding trust
preferred securities or declare or pay any dividends without the
prior  written approval of the FRB.

                         Additional Capital

On September 30, 2010, TIB closed on an investment from North
American Financial Holdings Inc. of $175 million which effectively
recapitalized the Company and its subsidiary Bank, TIB Bank.

"The additional capital from the NAFH investment enables the
Company to refocus on, as its primary objectives, growth,
expansion and improving profitability and efficiency while
providing increasingly competitive financial services to the
communities we serve," said R. Eugene Taylor, Chairman and Chief
Executive Officer of the Company and NAFH.  "As a financial
institution with the financial strength and stability of over $193
million of capital, unlike many banks, we are actively seeking to
expand our franchise, originate loans, grow deposits and build new
customer relationships and expand on existing ones," continued Mr.
Taylor.

"While in line with our expectations, TIB's operating results
reflect the current Florida economic environment which has
persisted for several years. We are confident that the
recapitalized TIB Bank is well positioned to provide highly
competitive financial services to its customers and its
communities," added Chris Marshall, Chief Financial Officer of the
Company and NAFH.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?6f50

A full-text copy of the earnings release is available for free
at http://ResearchArchives.com/t/s?6f76

                    About TIB Financial Corp.

Headquartered in Naples, Florida, TIB Financial Corp.
-- http://www.tibfinancialcorp.com/-- is a financial services
company with approximately $1.7 billion in total assets and 28
full-service banking offices throughout the Florida Keys,
Homestead, Naples, Bonita Springs, Fort Myers, Cape Coral and
Venice.  TIB Financial Corp. is also the parent company of Naples
Capital Advisors, Inc., a registered investment advisor with
approximately $169 million of assets under advisement.  TIB
Financial Corp., through its wholly owned subsidiaries, TIB Bank
and Naples Capital Advisors, Inc., serves the personal and
commercial banking and investment management needs of local
residents and businesses in its market areas.

                          *     *     *

As reported in the Troubled Company Reporter on April 6, 2010,
Crowe Horwath LLP, in Fort Lauderdale, Fla., 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 incurred net losses in 2009, 2008 and 2007, primarily
from loan and investment impairments.  In addition, the Company's
bank subsidiary is operating under an informal agreement with bank
regulatory agencies that requires, among other provisions, higher
regulatory capital requirements.  The Bank did not meet the higher
capital requirement as of December 31, 2009, and therefore is not
in compliance with the regulatory agreement.  Failure to comply
with the regulatory agreement may result in additional regulatory
enforcement actions.


TITAN ENERGY: Posts $1.24MM Net Loss for September 30 Quarter
-------------------------------------------------------------
Titan Energy Worldwide, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $1,235,190 for the three months
ended September 30, 2010, compared with net loss of $1,566,230 for
the same period a year ago.

The Company's balance sheet at September 30, 2010, showed
$5,719,352 in total assets, $4,669,152 in total liabilities and
$1,050,200 in stockholders' equity.

Sales for the three months ended September 30, 2010, were
$3,023,115 compared to $3,353,291 for the three months ended
September 30, 2009.  This decrease is attributable to delays in
shipping significant levels of product in this quarter due to
market factors beyond the Company's control, which resulted in
lower sales.  The Company has orders for shipments of equipment in
the fourth quarter which will return the Company's sales to normal
levels.  At October 31, 2010, the Company's backlog of equipment
orders, which is a measure of purchase orders received but not
shipped, totaled approximately $6.0 million, the highest in the
Company's history.  Service sales, which are to some extent
dependent on new equipment sales, grew slightly from $920,086 in
the three months ended September 30, 2010, compared to $902,532
for the same period in the prior year.  This slight increase was
attributable to energy audit contracts the Company received
through its subsidiary Sustainable Solutions, Inc.

The Company incurred a net loss for the nine months ended
September 30, 2010, of $2,400,745.  If the Company excludes stock-
based compensation charges, debt discounts for warrants and
beneficial conversion features in its convertible debt and
amortization of expenses related to acquisition-related assets,
its adjusted net loss was $1,062,932.  At September 30, 2010, the
Company had an accumulated deficit of $28,656,350 which includes
non cash charges of $15,176,259 for the early extinguishment of
Series A, B and C Preferred Stock in 2007, the issuance of Series
D Preferred Stock with a beneficial conversion feature and the
write-off of intangible assets related to discontinued operations.
The accumulated deficit without these transactions is $13,480,091.
These conditions raise substantial doubt as to the Company's
ability to continue as a going concern.

The Management has taken these steps that it believes will be
sufficient to provide the Company with the ability to continue its
operations:

* The Company's operating subsidiaries, TES and GPI, have
  consistently operated near a positive cash flow or profitable
  level. Expenses contributing to the Company's overall negative
  cash flow have been primarily related to specific research and
  development and fund-raising activities which management
  believes are critical to the Company's future progress.
  The Management measures operating performance by excluding
  share-based compensation and amortization of debt discounts
  from (EBITDA).  On this basis, the Company's adjusted EBITDA
  was negative $792,772 for the nine months ended September 30,
  2010, compared to negative $505,659 for the same period in
  2009.  The higher loss is attributable to the research and
  development expenses of $225,000 and costs associated with the
  Company's fund raising and investor relations activities, which
  is approximately $200,000.  The Management believes that the
  research and development will result in additional revenues and
  higher EBITDA beginning in 2011.

* The Management has been able to raise $1,760,000 through a
  convertible debt offering in the first nine months of 2010;
  the Management has renewed its credit facility, and plans to
  raise additional capital in 2010 through equity or debt
  offerings.

A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?6f53

Brighton, Mich.-based Titan Energy Worldwide, Inc., is a provider
of onsite power generation, energy management and energy
efficiency products and services.


TN-K ENERGY: Swings to $270,500 Profit in Third Quarter 2010
------------------------------------------------------------
TN-K Energy Group, Inc., filed its quarterly report on Form 10-Q,
reporting net income of $270,499 on $176,095 of revenue for the
three months ended September 30, 2010, compared with a net loss of
$3.38 million on $0 revenue for the same period of 2009.

The Company has incurred losses since inception and has negative
cash flows from operations and a substantial portion of the debt
is in default and has an accumulated deficit of $20.57 million as
of September 30, 2010.

The Company's balance sheet as of September 30, 2010, showed
$3.05 million in total assets, $9.65 million in total
liabilities, and a stockholders' deficit of $6.60 million.

Sherb & Co., 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
the Company has incurred recurring operating losses and will have
to obtain additional financing to sustain operations.

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

               http://researcharchives.com/t/s?6f98

Crossville, Tenn.-based TN-K Energy Group, Inc., is an independent
oil exploration and production company, engaged in acquiring oil
leases and exploring and developing crude oil reserves and
production in the Appalachian basin.


UNILAVA CORP: Delays Filing of Quarterly Report on Form 10-Q
------------------------------------------------------------
Unilava Corporation said it could not timely file its third
quarter report on Form 10-Q with the Securities and Exchange
Commission because the Company was unable to prepare the financial
statements in sufficient time to allow the timely filing of this
report.

As published in the Troubled Company Reporter on September 24,
2010, Unilava reported a net loss of $277,630 on $1.4 million of
revenue for the three months ended June 30, 2010, compared with a
net loss of $522,638 on $1.9 million of revenue for the same
period last year

De Joya Griffith & Company, LLC, in Henderson, Nev., 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 losses from
operations.

The Company's balance sheet at June 30, 2010, showed $4.9 million
in total assets, $5.2 million in total liabilities, and a
stockholders' deficit of $313,979.

                    About Unilava Corporation

Unilava Corporation (OTC BB: UNLA)-- http://www.unilava.com/-- is
a diversified communications holding company incorporated under
the laws of the State of Wyoming in 2009.  Unilava Corporation and
its subsidiary brands provide a variety of communications
services, products, and equipment that address the needs of
corporations, small businesses and consumers.  The Company is
licensed to provide long distance services in 41 states throughout
the U.S. and local phone services across 11 states.  Through its
carrier-grade microwave wireless broadband infrastructure and
broadband Internet access partners, the Company also offers mobile
and high-definition IP-hosted voice services to residential
customers and corporate clients. Additionally, Unilava Corp.
delivers a comprehensive and integrated suite of fee-based online
and mobile advertising and web services to a broad array of
business enterprises.  Headquartered in San Francisco, the Company
has regional offices in Chicago, Seoul, Hong Kong, and Beijing.


UPHOLSTERY ARTS: Closes Doors; Sent to Receivership in Vancouver
----------------------------------------------------------------
Darah Hansen at Vancouver Sun reports that earlier this month,
after months of unexplained delays and empty promises from store
staff, Upholstery Arts has closed its doors for good.

According to Vancouver Sun, the Company, founded by businessman
Len Laycock, filed for receivership on November 12, apparently a
victim of poor economic times.

"It [sold] a high-end product, and like many luxury items, I'm
sure it wasn't recession-proof," said Steve Lum, bankruptcy
trustee with Campbell Saunders, the firm appointed to act as
receiver in the case, the report relates.

The report notes that customers awaiting orders have been told to
wait until the firm completes a detailed inventory of the
company's furniture stock.

Those whose orders have not yet been made will have their names
added to the list of company creditors, Mr. Lum said, the report
adds.

Headquartered in Kitsilano, on the west side of the city of
Vancouver, Upholstery Arts is a furniture company which claims to
have an eco-friendly philosophy.


US AIRWAYS: Code-Share Pact With Mesa Air Extended Until 2015
-------------------------------------------------------------
Mesa Air Group Inc. won court approval of an extension of the
amended code-share agreement under which it flies routes for US
Airways Group Inc., Bloomberg reported.  The changes extend the
agreement by 39 months or until September 2015, and resolve
claims between the companies, the report added.

Specifically, US Airways and Mesa have signed a non-binding term
sheet which outlines an agreement in principle for an extension
of 39 months from the current scheduled expiration of June 30,
2012, for the operation of 38 CRJ900 aircraft under the
companies' code-share and revenue sharing agreement.  The term
sheet also includes a reduction in the rates paid by US Airways
to Mesa to operate those aircraft.  The transaction contemplated
by the term sheet is subject to a number of conditions, including
the negotiation and execution of definitive documents, approval
by the US Airways and Mesa boards of directors, US Airways'
approval of Mesa's Plan of Reorganization, and approval by the
U.S. Bankruptcy Court.

Under Mesa Air's restructuring plan, US Airways is slated to
receive 10% of the new Mesa stock and a $6.8 million note,
Bloomberg noted in the report.  According to Bloomberg, the US
Airways code-share agreement generates about 70% of Mesa Air's
revenue.

The new contract will save US Airways about $28 million per year
on expenses, reports Megan Neighbor of the Arizona Republic,
citing Scott Kirby, the company's president.

                      About US Airways

US Airways -- http://www.usairways.com/-- along with US Airways
Shuttle and US Airways Express, operates more than 3,000 flights
per day and serves more than 190 communities in the U.S., Canada,
Mexico, Europe, the Middle East, the Caribbean, Central and South
America.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  The USAir II bankruptcy
plan became effective on September 27, 2005.  The Debtors
completed their merger with America West on the same date. (US
Airways Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                       *     *     *

US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp.
family rating and probability of default rating.  Outlook is
negative.

US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer
Credit rating and LT Local Issuer credit rating.  Outlook is also
negative.

US Airways Group carries Fitch's "CCC" LT Issuer default rating
and "C" Senior unsecured debt rating.  Outlook is also negative.


US AIRWAYS: Reports October Traffic Results
-------------------------------------------
US Airways Group, Inc. (NYSE: LCC) announced October and year-to-
date 2010 traffic results.  Mainline revenue passenger miles
(RPMs) for the month were 5.0 billion, up 6.9 percent versus
October 2009.  Mainline capacity was 6.0 billion available seat
miles (ASMs), up 5.6 percent versus October 2009.  Mainline
passenger load factor was 83.6 percent, a record for the month of
October and up 1.0 point versus October 2009.

US Airways President Scott Kirby said, "Our October consolidated
(mainline and Express) passenger revenue per available seat mile
(PRASM) increased approximately 7 percent versus the same period
last year while total revenue per available seat mile also
increased approximately 7 percent on a year-over-year basis."

For the month, US Airways' preliminary on-time performance as
reported to the U.S. Department of Transportation (DOT) was 84.0
percent with a record October completion factor of 99.4
percent.

The following summarizes US Airways Group's traffic results for
the month and year-to-date ended October 31, 2010 and 2009,
consisting of mainline operated flights as well as US Airways
Express flights operated by wholly owned subsidiaries PSA Airlines
and Piedmont Airlines.

                       US Airways Mainline
                             October

                                    2010        2009  % Change

Mainline Revenue Passenger Miles (000)

Domestic                       3,790,273   3,696,455       2.5
Atlantic                         900,203     786,008      14.5
Latin                            298,285     185,397      60.9
                                ---------   ---------
Total                          4,988,761   4,667,860       6.9

Mainline Available Seat Miles (000)

Domestic                       4,524,424   4,458,467       1.5
Atlantic                       1,084,993     956,664      13.4
Latin                            357,784     236,438      51.3
                                ---------   ---------
Total                          5,967,201   5,651,569       5.6
Mainline Load Factor (%)

Domestic                            83.8        82.9   0.9  pts
Atlantic                            83.0        82.2   0.8  pts
Latin                               83.4        78.4   5.0  pts
                                ---------   ---------
Total Mainline Load Factor          83.6        82.6   1.0  pts

Mainline Enplanements

Domestic                       4,056,778   3,850,715   5.4
Atlantic                         218,866     195,877  11.7
Latin                            219,583     156,270  40.5
                                ---------   ---------
Total Mainline Enplanements    4,495,227   4,202,862   7.0

                          Year to Date

                                    2010        2009  % Change

Mainline Revenue Passenger Miles (000)

Domestic                      36,712,146  37,427,705      (1.9)
Atlantic                       8,698,860   8,242,914       5.5
Latin                          4,319,740   3,550,671      21.7
                               ----------  ----------
Total                         49,730,746  49,221,290       1.0

Mainline Available Seat Miles (000)

Domestic                      43,980,412  44,585,404      (1.4)
Atlantic                      10,664,694  10,530,656       1.3
Latin                          5,483,923   4,542,926      20.7
                               ----------  ----------
Total                         60,129,029  59,658,986       0.8

Mainline Load Factor (%)

Domestic                            83.5        83.9  (0.4) pts
Atlantic                            81.6        78.3   3.3  pts
Latin                               78.8        78.2   0.6  pts
                                ---------   ---------
Total Mainline Load Factor          82.7        82.5   0.2  pts

Mainline Enplanements

Domestic                      37,973,687  38,129,642  (0.4)
Atlantic                       2,147,162   2,097,540   2.4
Latin                          3,227,589   2,874,308  12.3
                               ----------  ----------
Total Mainline Enplanements   43,348,438  43,101,490   0.6

                       US Airways Express
             (Piedmont Airlines, PSA Airlines)
                           October

                                   2010        2009   % Change

Express Revenue Passenger Miles (000)
Domestic                        213,124     193,361    10.2

Express Available Seat Miles (000)
Domestic                        273,372     264,702     3.3

Express Load Factor (%)
Domestic                           78.0        73.0     5.0  pts

Express Enplanements
Domestic                        760,680     724,590     5.0

                         Year To Date

                                   2010        2009    % Change

Express Revenue Passenger Miles (000)
Domestic                      1,837,966   1,800,934     2.1

Express Available Seat Miles (000)
Domestic                      2,584,158   2,642,026    (2.2)

Express Load Factor (%)
Domestic                           71.1        68.2     2.9 pts

Express Enplanements
Domestic                      6,648,632   6,674,092    (0.4)

              Consolidated US Airways Group, Inc.
                             October
                                    2010         2009  % Change

Consolidated Revenue Passenger Miles (000)

Domestic                      4,003,397    3,889,816     2.9
Atlantic                        900,203      786,008    14.5
Latin                           298,285      185,397    60.9
                               ---------    ---------
Total                         5,201,885    4,861,221     7.0

Consolidated Available Seat Miles (000)

Domestic                      4,797,796    4,723,169     1.6
Atlantic                      1,084,993      956,664    13.4
Latin                           357,784      236,438    51.3
                              ----------   ----------
Total                         6,240,573    5,916,271     5.5

Consolidated Load Factor (%)

Domestic                           83.4        82.4   1.0  pts
Atlantic                           83.0        82.2   0.8  pts
Latin                              83.4        78.4   5.0 pts
                              ----------  ----------
Total                              83.4        82.2   1.2  pts

Consolidated Enplanements

Domestic                      4,817,458   4,575,305     5.3
Atlantic                        218,866     195,877    11.7
Latin                           219,583     156,270    4.05
                              ----------  ----------
Total                         5,255,907   4,927,452     6.7

                          Year To Date

                                   2010         2009  % Change

Consolidated Revenue Passenger Miles (000)

Domestic                     38,550,112   39,228,639    (1.7)
Atlantic                      8,698,860    8,242,914     5.5
Latin                         4,319,740    3,550,671    21.7
                              ----------   ----------
Total                        51,568,712   51,022,224     1.1

Consolidated Available Seat Miles (000)

Domestic                     46,564,570   47,227,430    (1.4)
Atlantic                     10,664,694   10,530,656     1.3
Latin                         5,483,923    4,542,926    20.7
                              ----------   ----------
Total                        62,713,187   62,301,012     0.7

Consolidated Load Factor (%)

Domestic                           82.8        83.1  (0.3) pts
Atlantic                           81.6        78.3   3.3  pts
Latin                              78.8        78.2   0.6  pts
                              ----------  ----------
Total                              82.2        81.9   0.3  pts

Consolidated Enplanements

Domestic                     44,622,319  44,803,734    (0.4)
Atlantic                      2,147,162   2,097,540     2.4
Latin                         3,227,589   2,874,308    12.3
                              ----------  ----------
Total                        49,997,070  49,775,582     0.4

   USAir Sets Company Record for Fewest Bag Complaints

US Airways reported that based on Department of Transportation
Statistics, the airline had the fewest bag complaints in
September, with 1.96 complaints per 1,000 passengers, according
to the Pittsburgh Tribune-Review.

The report said last year, USAir had 2.14 complaints per 1,000
passengers.

                      About US Airways

US Airways -- http://www.usairways.com/-- along with US Airways
Shuttle and US Airways Express, operates more than 3,000 flights
per day and serves more than 190 communities in the U.S., Canada,
Mexico, Europe, the Middle East, the Caribbean, Central and South
America.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  The USAir II bankruptcy
plan became effective on September 27, 2005.  The Debtors
completed their merger with America West on the same date. (US
Airways Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                       *     *     *

US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp.
family rating and probability of default rating.  Outlook is
negative.

US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer
Credit rating and LT Local Issuer credit rating.  Outlook is also
negative.

US Airways Group carries Fitch's "CCC" LT Issuer default rating
and "C" Senior unsecured debt rating.  Outlook is also negative.


US AIRWAYS: Three Directors Acquire 309,000 Shares
--------------------------------------------------
In separate Form 4 filings with U.S. Securities an Exchange
Commission, three officers of US Airways Group Inc., disclosed
their separate acquisitions of common stock of US Airways Group
Inc. on these dates:

                                                  Securities
                                                  Beneficially
                   Transaction  Amount            Owned After
Director              Date      Acquired  Price   Transaction
--------           -----------  --------  -----   ------------
Robert D. Isom Jr.  10/25/10    146,000   $3.1      166,529
Derek J. Kerr       10/27/10    146,000   $3.1      154,935
Howlett CA          10/27/10     17,006   $6.7       24,093

The officers disclosed with the SEC that they also disposed of
shares of common stock of US Airways on these dates:

                                                   Securities
                                                   Beneficially
                   Transaction  Amount             Owned After
Director              Date      Disposed  Price    Transaction
--------           -----------  --------  -----    ------------
Robert D. Isom Jr.  10/25/10     39,460   $11.4607   127,069
                     10/25/10    106,540   $11.4607    20,529

Derek J. Kerr       10/27/10     38,585   $11.7097   116,350
                     10/27/10    107,415   $11.7097     8,935

Howlett CA          10/27/10      9,616   $11.8523    14,477
                     10/27/10      7,390   $11.8523     7,087

In addition, the officers informed the SEC that they disposed of
stock appreciation rights of the company:

                                                   Securities
                                                   Beneficially
                   Transaction  Amount   Exercise  Owned After
Director              Date      Disposed  Price    Transaction
--------           -----------  --------  -----    ------------
Robert D. Isom Jr.  10/25/10     146,000   $3.1          0
Derek J. Kerr       10/27/10     146,000   $3.1          0
Howlett CA          10/27/10      17,006   $6.7          0

                      About US Airways

US Airways -- http://www.usairways.com/-- along with US Airways
Shuttle and US Airways Express, operates more than 3,000 flights
per day and serves more than 190 communities in the U.S., Canada,
Mexico, Europe, the Middle East, the Caribbean, Central and South
America.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  The USAir II bankruptcy
plan became effective on September 27, 2005.  The Debtors
completed their merger with America West on the same date. (US
Airways Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                       *     *     *

US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp.
family rating and probability of default rating.  Outlook is
negative.

US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer
Credit rating and LT Local Issuer credit rating.  Outlook is also
negative.

US Airways Group carries Fitch's "CCC" LT Issuer default rating
and "C" Senior unsecured debt rating.  Outlook is also negative.


VALLEJO, CA: Unsecureds to Recoup 5 or 10 Cents Under Draft Plan
----------------------------------------------------------------
Vallejo Times Herald staff writer Jessica A. York reports that the
Vallejo City Council is set to consider, and possibly vote on, the
city's bankruptcy exit plan next week.

According to the report, Vallejo's bankruptcy attorney Marc
Levinson, Esq., said Monday for more than 1,000 creditors seeking
repayment of tens of millions in debt from Vallejo, the city's
exit plan may represent some harsh realities.

According to the report, Mr. Levinson said the yet-to-be-approved
budget strategy will be used to justify paying only about 5 or 10
cents on the dollar.

"It's always best to cut a deal rather than to fight . . . it's
just, can you reach a deal?" Mr. Levinson said in an interview
Monday, according to the report. "(But) if history is a guide,
there will be problems."

The Times Herald relates although the actual amount Vallejo owes
has yet to be nailed down, Mr. Levinson said it may be roughly
$50 million.  According to a draft of the plan released last week,
for unsecured creditors -- like city employees whose contracts
were bent or thrown out -- there is only $5 million from which to
draw.

The report notes Mr. Levinson said at least one "class" or
subdivision of creditors must agree with the city's final
bankruptcy exit strategy, to be filed in federal court no later
than mid-January.  The financial institutions owed money by the
city will be easier to negotiate with than other creditors, Mr.
Levinson anticipated.

As reported by the Troubled Company Reporter on November 19, 2010,
Bill Rochelle, the bankruptcy columnist for Bloomberg News, said
the city manager of Vallejo gave the city council a five-year
budget to form the basis for a plan for concluding the city's
Chapter 9 municipal reorganization.

According to the Bloomberg report, the budget would defer
principal payments on debt until 2013, when payments would begin
on a reduced level.  The manager also wants city workers to
increase contributions to their health plan and reduce benefits
for future workers.  The budget is under discussion with creditors
and unions.  The city council will consider approving the budget
at a Nov. 30 meeting.

                       About City of Vallejo

Vallejo -- http://www.ci.vallejo.ca.us/-- is a city in Solano
County, California in the United States.  As of the 2000 census,
the city had a total population of 116,760.  It is located in the
San Francisco Bay Area on the northern shore of San Pablo Bay.  It
was named for General Mariano Guadalupe Vallejo.

Vallejo filed for protection under Chapter 9 of the U.S.
Bankruptcy Code (Bankr. E.D. Calif. Case No. 08-26813) on May 23,
2008, after it was unable to persuade labor unions to accept
salary concessions as the recession began cutting into local
government tax collections nationwide.  Marc A. Levinson, Esq.,
and Norman C. Hile, Esq., at Orrick, Herrington & Sutcliffe LLP in
Sacramento, California, represent the City.  The city estimated
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  According to Vallejo's
comprehensive annual report for the year ended June 30, 2007, the
city has $983 million in assets and $358 million in debts.


VITRO SAB: Petitioners Want U.S. Units Excluded From Parent
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that holders of $75 million in bonds issued by Vitro SAB
have asked the U.S. Bankruptcy Court for the Northern District of
Texas to enjoin Vitro's U.S. companies from being part of the
exchange offer or any bankruptcy by the parent in Mexico.

According to the report, the bondholders argue that the bankruptcy
court must insure that the value of the U.S. businesses isn't
diminished or assets transferred outside the country.  The
bondholders want the bankruptcy judge to enjoin an exchange offer
without making the showing under corporate or securities laws that
would be entailed in halting an offering were bankruptcy not
involved.

The bankruptcy judge has not yet entered an order approving the
bondholders' petition to put Vitro's U.S. units into Chapter 11.

                       About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro has launched an offer to buy back or swap US$1.2 billion in
debt from bondholders.  The tender offer will be consummated with
a bankruptcy filing in Mexico and Chapter 15 filing in the United
States. Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.
The offer will expire December 7.

Noteholders who oppose the exchange, namely Knighthead Master
Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson
Kempner Distressed Opportunities Fund LP, and Brookville Horizons
Fund, L.P. -- which hold US$75 million, or approximately 6% of the
outstanding bond debt -- commenced involuntary bankruptcy cases
under Chapter 11 of the U.S. Bankruptcy Code against Vitro Asset
Corp. (Bankr. N.D. Tex. Case No. 10-47470) and nine other
affiliates on November 17, 2010.

Vitro has engaged Susman Godfrey, L.L.P. as U.S. special
litigation Counsel to analyze the potential rights that Vitro
may exercise in the United States against the ad hoc group of
dissident bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately $650 million of the Senior
Notes due 2012, 2013 and 2017 issued by Vitro -- was not among the
Chapter 11 petitioners, although the group has expressed concerns
over the exchange offer.  The group says the exchange offer
exposes Noteholders who consent to potential adverse consequences
that have not been disclosed by Vitro.  The group is represented
by John Cunningham, Esq., and Richard Kebrdle, Esq. at White &
Case LLP.

The U.S. affiliates subject to the involuntary petitions are
Vitro Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case
No. 10-47472); Vitro America, LLC (Bankr. N.D. Tex. Case No.
10-47473); Troper Services, Inc. (Bankr. N.D. Tex. Case No.
10-47474); Super Sky Products, Inc. (Bankr. N.D. Tex. Case No.
10-47475); Super Sky International, Inc. (Bankr. N.D. Tex. Case
No. 10-47476); VVP Holdings, LLC (Bankr. N.D. Tex. Case No.
10-47477); Amsilco Holdings, Inc. (Bankr. N.D. Tex. Case No.
10-47478); B.B.O. Holdings, Inc. (Bankr. N.D. Tex. Case No.
10-47479); Binswanger Glass Company (Bankr. N.D. Tex. Case No.
10-47480); Crisa Corporation (Bankr. N.D. Tex. Case No. 10-47481);
VVP Finance Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP
Auto Glass, Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX
Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47484); and Vitro
Packaging, LLC (Bankr. N.D. Tex. Case No. 10-47485).


WANNADO CITY: Closes Doors After Six Years in Operation
-------------------------------------------------------
Susan R. Miller, writing for South Florida Business Journal,
reports that Wannado City at Sawgrass Mills in Sunrise is closing
six years after opening its doors.

Business Journal says Wannado City filed a Worker Adjustment and
Retraining Notification Act notice with the state, saying it will
lay off 314 workers effective January 12.  In its WARN Act notice,
the company said it has had financial instability since opening in
2004.

Wannado City is based on the concept that kids get to "live out
their dreams," engaging in professions from archaeologist to X-ray
technician.  Several local companies, including Publix, Plantation
General Hospital and Spirit Airlines, provided venues within the
"city" to work.


WASHINGTON MUTUAL: Tricadia Seeks to Preserve $17-Bln Tax Claim
---------------------------------------------------------------
Bankruptcy Law360 reports that Tricadia Capital Management LLC
received bankruptcy court approval Tuesday to restrict the trading
of certain guarantee claims against Washington Mutual Inc., in an
effort to preserve a potential $17 billion tax windfall for WaMu's
estates if its reorganization plan is not confirmed.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500,000,000 to $1,000,000,000 with zero
debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  Fred S. Hodera, Esq., at Akin Gump Strauss Hauer &
Fled LLP in New York City and David B. Stratton, Esq., at Pepper
Hamilton LLP in Wilmington, Del., represent the Official Committee
of Unseucred Creditors.  Stephen D. Susman, Esq., at Susman
Godfrey LLP and William P. Bowden, Esq., at Ashby & Geddes, P.A.,
represent the Equity Committee.  Stacey R. Friedman, Esq., at
Sullivan & Cromwell LLP and Adam G. Landis, Esq., at Landis Rath &
Cobb LLP in Wilmington, Del., represent JP Morgan Chase, which
acquired WaMu's assets prior to the Petition Date


WESTLAND PARCEL: Files List of 20 Largest Unsecured Creditors
-------------------------------------------------------------
Westland Parcel J Partners, LLC, has filed with U.S. Bankruptcy
Court for the Central District of California its list of 20
largest unsecured creditors, disclosing:

  Entity                         Nature of Claim      Claim Amount
  ------                         ---------------      ------------
Los Angeles County Tax              Trade debt            $970,504
225 North Hill Street, Room 122                        Collateral:
Los Angeles, CA 90012                                  $17,500,000
                                                        Unsecured:
                                                          $970,504

Martin Ferris                       Trade debt            $691,634
5199 E. Pacific Coast Hwy Suite 501
Long Beach, CA 90804-3334

Neary Westland Construction, Inc.   Trade debt            $110,032
2801 E. Spring Street Suite 300
Long Beach, CA 90806

Palmieri, Tyler, Wiener, Wilhelm    Trade debt             $98,031

Warren Hagar                        Trade debt             $30,275

West Coast Maintenance                                     $30,000

Mercury Air                                                $15,000

Horizon Holbby                                             $14,262

Fields, Israel & Binning LLP        Trade debt             $13,000

Keesal, Young & Logan               Trade debt             $12,236

FACTS Classrooms                                           $11,800

David Coe                                                  $10,862

Charles Dunn Company, Inc.          Trade debt             $8,145

Senninger Walker                                           $7,349

Memorial IPA                                               $6,024

Jon Sweeney                         Trade debt             $5,000

Larson & Associates                 Trade debt             $4,979

FACTS Training Hanger                                      $4,000

Tredway, Lumsdaine & Doyle          Trade debt             $3,863

Heery Architects                    Trade debt             $3,600

Long Beach, California-based Westland Parcel J Partners, LLC,
filed for Chapter 11 bankruptcy protection on November 15, 2010
(Bankr. C.D. Calif. Case No. 10-58987).  Jeffrey S Shinbrot, Esq.,
at The Shinbrot Firm, assists the Debtor in its restructuring
effort.  The Debtor estimated its assets and debts at $10 million
to $50 million.

Affiliate David William Neary (Bankr. C.D. Calif. Case No. 10-
39802) filed separate Chapter 11 petition on July 20, 2010.


WESTLAND PARCEL: Files Schedules of Assets & Liabilities
--------------------------------------------------------
Westland Parcel J Partners, LLC, has filed with the U.S.
Bankruptcy Court for the Central District of California its
schedules of assets and liabilities, disclosing:

  Name of Schedule                      Assets         Liabilities
  ----------------                      ------         -----------
A. Real Property                     $17,500,000
B. Personal Property                    $231,024
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $18,949,755
E. Creditors Holding
   Unsecured Priority
   Claims                                                       $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                               $1,506,730
                                     -----------       -----------
      TOTAL                          $17,731,023       $20,456,485

A copy of the schedules is available for free at:

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

Long Beach, California-based Westland Parcel J Partners, LLC,
filed for Chapter 11 bankruptcy protection on November 15, 2010
(Bankr. C.D. Calif. Case No. 10-58987).  Jeffrey S Shinbrot, Esq.,
at The Shinbrot Firm, assists the Debtor in its restructuring
effort.

Affiliate David William Neary (Bankr. C.D. Calif. Case No. 10-
39802) filed separate Chapter 11 petition on July 20, 2010.


WESTLAND PARCEL: Section 341(a) Meeting Scheduled for Dec. 22
-------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of Westland
Parcel J Partners, LLC's creditors on December 22, 2010, at
3:00 p.m.  The meeting will be held at Room 2610, 725 S Figueroa
St., Los Angeles, CA 90017.

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.

Long Beach, California-based Westland Parcel J Partners, LLC,
filed for Chapter 11 bankruptcy protection on November 15, 2010
(Bankr. C.D. Calif. Case No. 10-58987).  Jeffrey S Shinbrot, Esq.,
at The Shinbrot Firm, assists the Debtor in its restructuring
effort.  The Debtor estimated its assets and debts at $10 million
to $50 million.

Affiliate David William Neary (Bankr. C.D. Calif. Case No. 10-
39802) filed separate Chapter 11 petition on July 20, 2010.


WJO INC: Court Extends Filing of Schedules Until Dec. 13
--------------------------------------------------------
The Hon. Jean K. FitzSimon of the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania extended, at the behest of WJO,
Inc., the deadline for the filing of schedules of assets and
liabilities and statement of financial affairs for an additional
14 days until December 13, 2010.

The Debtor is still in the process of compiling the information
necessary to complete the Schedules.  The Debtor asked for a 14-
day extension of the deadline for the filing of the schedules and
statement to accurately determine its assets and liabilities.  The
deadline was previously November 29, 2010.

Bristol, Pennsylvania-based WJO, Inc., operates six family
practices located in Newtown, Bristol, Bensalem, Bustleton, South
Philadelphia, and Bethlehem, Pennsylvania and consists of Board
Certified Osteopathic Physicians specializing in Family Medicine.

WJO filed for Chapter 11 bankruptcy protection on November 15,
2010 (Bankr. E.D. Pa. Case No. 10-19894).  Holly Elizabeth Smith,
Esq., and Thomas Daniel Bielli, Esq., at Ciardi Ciardi & Astin,
P.C., assist the Debtor in its restructuring effort.  The Debtor
estimated its assets and debts at $10 million to $50 million.


WJO INC: Files List of 20 Largest Unsecured Creditors
-----------------------------------------------------
WJO, Inc., has filed with U.S. Bankruptcy Court for the Eastern
District of Pennsylvania its list of 20 largest unsecured
creditors, disclosing:

  Entity                                              Claim Amount
  ------                                              ------------
JT Jackson
PO Box 488
Colmar, PA 18915-0488                                   $204,353

Centro Properties
Two Tower Bridge
#300
Conshohocken, PA 19428                                  $125,000

Aetna
P.O. Box 804735
Chicago, IL 60680-4108                                   $67,017

Ripple Design                                            $52,000

Broadview Networks                                       $33,811

David Klein Real Estate                                  $30,074

Martin Bank Pond Lehocky & Wilson                        $26,838

Dr. Michael Fischer                                      $25,625

Dr. Brian Walsh                                          $22,250

D.J. Cilione Real Estate                                 $17,700

Professional Solutions                                   $13,399

Mercedes-Benz Financial                                  $13,168

Dr. John Pickard                                         $12,000

Ray Wall, Treasurer                                      $11,318

Ann Bono Tax                                             $11,176

Avaya Financial                                          $11,105

HealthWebb                                               $10,745

Gordon Liebmann                                          $10,420

Henry Schein                                              $9,803

Dr. William J. O'Brien                                    $8,499

Bristol, Pennsylvania-based WJO, Inc., operates six family
practices located in Newtown, Bristol, Bensalem, Bustleton, South
Philadelphia, and Bethlehem, Pennsylvania and consists of Board
Certified Osteopathic Physicians specializing in Family Medicine.

WJO filed for Chapter 11 bankruptcy protection on November 15,
2010 (Bankr. E.D. Pa. Case No. 10-19894).  Holly Elizabeth Smith,
Esq., and Thomas Daniel Bielli, Esq., at Ciardi Ciardi & Astin,
P.C., assist the Debtor in its restructuring effort.  The Debtor
estimated its assets and debts at $10 million to $50 million.


WJO INC: Gets Court's Interim OK to Use Tristate's Cash Collateral
------------------------------------------------------------------
WJO, Inc., sought and obtained interim authorization from the Hon.
Jean K. FitzSimon of the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania to use the cash collateral of Tristate
Capital Bank until November 30, 2010.

Tristate Capital holds a lien against the Debtor's accounts,
chattel paper, documents, instruments, inventory, general
intangibles, equipment, fixtures, deposit accounts, goods, letter
of credit rights, supporting obligations, investment property, and
commercial tort claims in the amount of $4 million.

Holly E. Smith, Esq., at Ciardi Ciardi & Astin, explained that the
Debtor needs the money to fund its Chapter 11 case, pay suppliers
and other parties.  The Debtor will use the collateral pursuant to
a budget, a copy of which is available for free at:

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

In exchange for using the cash collateral, Tristate Capital will
be granted to the extent of diminution of its prepetition
collateral valid, binding, enforceable and automatically perfected
first-priority replacement security interests in and replacement
liens on all of the Debtors current and hereafter acquired
property and assets.

To the extent the adequate protection is insufficient to
adequately protect Tristate for any diminution of its interest,
Tristate Capital will be granted a superpriority administrative
expense claim against all of the Debtor's assets.

As additional adequate protection of Tristate Capital's interest
in the Cash Collateral, the Debtor will make the cash payments to
Tristate during the pendency of the interim period in the amount
set forth in the Budget.

The Debtor will provide Tristate Capital with periodic financial
reporting during the interim period as provided in the documents
evidencing the loans.

The Debtor will deposit immediately upon receipt all postpetition
receipts and income obtained by the Debtor, together with any
other funds presently on account in any of the Debtor's
prepetition bank accounts, into a DIP account with Tristate
Capital or other account approved by Tristate Capital.

TriState Capital objected to the Debtor's use of cash collateral.
TriState Capital said that it is unaware of the facts and
circumstances that the Debtor alleges at, inter alia, paragraph
three of the Cash Collateral motion, wherein the Debtor alleged
that HyperOx, Inc., HyperOx I, LP, HyperOx III, LP, and East Coast
TMR, Inc., were merged into the Debtor prior to the Petition Date.
"This is in stark contrast to the 2015.3 Disclosure filed in In
re: William J. O'Brien, III, Case #10-13003 (Bankruptcy Court
E.D.PA - Honorable Judge Fox), which lists WJO Inc., HyperOx Inc.
and East Coast TMR, Inc., as separate, related entities with
assets, as of September 30, 2010," TriState Capital stated.

TriState Capital is represented by Benesch Friedlander Coplan &
Aronoff LLP.

The Court has set a further interim hearing for November 30, 2010,
at 10:00 a.m. on the Debtor's use of Tristate Capital's cash
collateral.

                            About WJO

Bristol, Pennsylvania-based WJO, Inc., operates six family
practices located in Newtown, Bristol, Bensalem, Bustleton, South
Philadelphia, and Bethlehem, Pennsylvania and consists of Board
Certified Osteopathic Physicians specializing in Family Medicine.

WJO filed for Chapter 11 bankruptcy protection on November 15,
2010 (Bankr. E.D. Pa. Case No. 10-19894).  Holly Elizabeth Smith,
Esq., and Thomas Daniel Bielli, Esq., at Ciardi Ciardi & Astin,
P.C., assist the Debtor in its restructuring effort.  The Debtor
estimated its assets and debts at $10 million to $50 million.


YRC WORLDWIDE: Units Seek Dismissal of ABF Lawsuit
--------------------------------------------------
YRC Inc., New Penn Motor Express, Inc. and USF Holland Inc.,
subsidiaries of YRC Worldwide, filed a request for dismissal of a
complaint filed by ABF Freight System Inc. in the U.S. District
court for the Western District of Arkansas.

In the motion to dismiss, the Subsidiaries asked the Court to
dismiss ABF's complaint, which alleges a violation of the National
Master Freight Agreement between the subsidiaries and the
International Brotherhood of Teamsters, because ABF is not a party
to the NMFA and, therefore, has no standing to challenge the NMFA
or its amendments.

A full-text copy of the Memorandum in Support of Motion to Dismiss
is available for free at http://ResearchArchives.com/t/s?6f45

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that through
wholly owned operating subsidiaries offers its customers a wide
range of transportation services.  These services include global,
national and regional transportation as well as logistics.

The company's balance sheet for June 30, 2010, showed $2.8 billion
in total assets, $1.1 billion in total current liabilities, $913.4
million in long term debt, $146.2 million deferred income taxes,
$352.6 million pension and post retirement, $359.2 million claims
and other liabilities, $37,000 noncurrent liabilities, and
a $77.2 million stockholders' deficit.

                          *     *     *

As reported in the Troubled Company Reporter on March 18, 2010,
KPMG LLP, in Kansas City, Missouri, expressed substantial doubt
about YRC Worldwide's ability to continue as a going concern in
its report on the Company's consolidated financial statements as
of and for the year ended December 31, 2009.  The independent
auditors noted that the Company has experienced significant
declines in operations, cash flows, and liquidity.


* Moody's Predicts More Bankruptcies for Hospitals in New Jersey
----------------------------------------------------------------
New Jersey's nonprofit hospitals are financially weaker than
elsewhere in the country, with increasing competition, a growing
number of patients relying on government programs and below-
average cash reserves, a recent report said, Dow Jones' Small Cap
reports.


* Other Federal Bank Regulators Should Follow FDIC, Says CRL Head
-----------------------------------------------------------------
The following is a statement by CRL President Mike Calhoun:

"Today the Federal Deposit Insurance Corp. set a standard other
regulators should follow when it issued guidelines advising banks
to stop reordering transactions to maximize overdraft fees,
particularly on debit cards.

Unfair transaction posting-especially the practice of reordering
checks and debit card transactions to deduct the largest checks
and charges first-significantly increases the number of overdraft
fees customers are charged.  Customers are charged a separate fee-
usually about $35 per item-for each charge that is posted to an
overdrawn account. By posting the largest items first, the balance
dips below zero sooner, and each subsequent, often small
transaction, triggers a fee.

This unfair practice, common among the nation's largest banks, was
the reason a federal judge earlier this year ordered Wells Fargo
to pay back customers over $200 million.  The FDIC's guidance
applies only to the state-chartered banks the FDIC supervises, not
to the nation's largest banks.  The Office of the Comptroller of
the Currency and the Federal Reserve Board, who have authority
over the largest banks, should follow the FDIC's lead and apply
these common-sense, fair guidelines to all banks.  It's remarkable
that the OCC and FED have so far chosen not to stand shoulder to
shoulder with the FDIC on this issue.

Another important aspect of the FDIC's new guidance is that it
recognizes that overdraft fees of more than six a year are
excessive and directs banks to contact customers in this situation
to offer cheaper, better alternatives.  It also cautions against
'inappropriate efforts to coerce customers to opt-in' to programs
with high overdraft fees.  The FDIC notes that targeting customers
who may be least able to afford such fees could violate fair
lending laws and pose a threat to the safety and soundness of the
banking system."

          About the Center for Responsible Lending

The Center for Responsible Lending is a nonprofit, nonpartisan
research and policy organization dedicated to protecting
homeownership and family wealth by working to eliminate abusive
financial practices. CRL is affiliated with Self-Help, one of the
nation's largest community development financial institutions.


* Berger Singerman's Brian Rich Elected to N.D. Bankr. Bar Board
----------------------------------------------------------------
Brian G. Rich, a shareholder of the Florida business law firm
Berger Singerman, has been elected to the Northern District of
Florida Bankruptcy Bar Association.  Mr. Rich is a member of
Berger Singerman's Business Reorganization Team and is resident in
the firm's Tallahassee office.

The Northern District of Florida Bankruptcy Bar Association
(NDFLBBA) was organized in 1994 to promote professionalism and the
competent practice of bankruptcy law through the presentation of
an annual seminar on bankruptcy law and practice in the Northern
District of Florida.  The NDFLBBA is led by a Board of Directors,
which is comprised of elected members from each division within
the Northern District of Florida.

Mr. Rich's practice includes representation of debtors, creditors'
committees, bankruptcy Trustees and secured creditors.  Brian has
been the firm's primary bankruptcy counsel in numerous complex
Chapter 11 cases.  He has overseen the wind-down process of
several large cases wherein the claims reconciliation process
involved claims ranging from $100 million to over $1.5 billion.
He services clients throughout the State of Florida and
nationally.

Mr. Rich is admitted to practice in the states of Florida and New
Jersey.  He is licensed to practice in all state courts in
Florida, and the United States District Court, Southern District
of Florida, Middle District of Florida and Northern District of
Florida.  Mr. Rich is a member of the Dade County Bar Association
the American Bankruptcy Institute and the Bankruptcy Bar
Association for the Southern District of Florida.  He has achieved
an AV rating in Martindale-Hubbell and is ranked by Chambers USA.
Additionally, he is listed as a "Legal Elite" among Florida's
bankruptcy and workout attorneys by Florida Trend magazine.  Mr.
Rich received his Bachelor of Business Administration, with a
concentration in Finance, from Temple University in 1991, and his
law degree from the University of Miami, School of Law.

Berger Singerman is a Florida business law firm with over 60
attorneys working out of offices in Boca Raton, Fort Lauderdale,
Miami and Tallahassee. Members of the firm have expertise in all
areas of commercial law, including banking, creditors' rights,
business reorganization, bankruptcy, corporate & securities,
dispute resolution and litigation, white collar crime, real
estate, aviation, environmental and land use, health care, tax,
estate planning, and probate.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re 9980 106th St. LLC
   Bankr. D. Ariz. Case No. 10-36895
      Chapter 11 Petition filed November 16, 2010
         filed pro se

In Re ALC Landscape & Design, LLC
   Bankr. D. Ariz. Case No. 10-36859
      Chapter 11 Petition Filed November 16, 2010
          See http://bankrupt.com/misc/azb10-36859.pdf

In Re Edwin V Hendricks
   Bankr. D. Ariz. Case No. 10-36867
      Chapter 11 Petition filed November 16, 2010
         filed pro se

In Re Steve M. Mattos
      Lorraine M. Mattos
   Bankr. N.D. Calif. Case No. 10-73201
      Chapter 11 Petition filed November 16, 2010
         filed pro se

In Re Health Advocacy Center, Inc.
   Bankr. D. D.C. Case No. 10-01145
      Chapter 11 Petition Filed November 16, 2010
          See http://bankrupt.com/misc/dcb10-01145.pdf

In Re Christopher Eric Cornell
      Angela Christine Cornell
   Bankr. E.D. Mich. Case No. 10-36080
      Chapter 11 Petition Filed November 16, 2010
          See http://bankrupt.com/misc/mieb10-36080.pdf

In Re K&L Cleaners, Inc.
   Bankr. E.D. Mich. Case No. 10-36085
      Chapter 11 Petition Filed November 16, 2010
          See http://bankrupt.com/misc/mieb10-36085.pdf

In Re Kershman Holdings LLC
   Bankr. E.D. Mo. Case No. 10-53096
      Chapter 11 Petition Filed November 16, 2010
          See http://bankrupt.com/misc/moeb10-53096.pdf

In Re Stefanie Dobrindt
       Gilberto Ontiveros
   Bankr. D. Nev. Case No. 10-31614
      Chapter 11 Petition Filed November 16, 2010
          See http://bankrupt.com/misc/nvb10-31614.pdf

In Re Sentry Enforcement, Inc.
   Bankr. W.D. Pa. Case No. 10-28128
      Chapter 11 Petition Filed November 16, 2010
          See http://bankrupt.com/misc/pawb10-28128.pdf

In Re Edwin Margulies
       Gail Margulies
   Bankr. E.D. Texas Case No. 10-43990
      Chapter 11 Petition filed November 16, 2010
         filed pro se

In Re Internet Products Sales, Inc.
        dba Sweeps
   Bankr. E.D. Va. Case No. 10-75432
      Chapter 11 Petition Filed November 16, 2010
          See http://bankrupt.com/misc/vaeb10-75432.pdf

In Re Chinapassions Inc.
   Bankr. W.D. Wash. Case No. 10-23783
      Chapter 11 Petition Filed November 16, 2010
          See http://bankrupt.com/misc/wawb10-23783.pdf

In Re Sanchez-Lara Family LLC
        dba Bravo Supermarket
   Bankr. M.D. Fla. Case No. 10-20592
      Chapter 11 Petition Filed November 17, 2010
          See http://bankrupt.com/misc/flmb10-20592.pdf

In Re Lon Eugene Montgomery
      Rebecca L. Montgomery
        aka Becky Montgomery
   Bankr. D. Idaho Case No. 10-42053
      Chapter 11 Petition Filed November 17, 2010
          See http://bankrupt.com/misc/idb10-42053.pdf

In Re House of Hope, Inc.
   Bankr. D. Kan. Case No. 10-23950
      Chapter 11 Petition Filed November 17, 2010
          See http://bankrupt.com/misc/ksb10-23950.pdf

In Re Dreamark Enterprises, LLC
        dba Crofton Cantina
   Bankr. D. Md. Case No. 10-36232
      Chapter 11 Petition Filed November 17, 2010
          See http://bankrupt.com/misc/mdb10-36232.pdf

In Re The Medical Spa, LLC
        dba The Medical Spa At Summerlin
   Bankr. D. Nev. Case No. 10-31638
      Chapter 11 Petition Filed November 16, 2010
          See http://bankrupt.com/misc/nvb10-31638.pdf

In Re Victor Virgin
      Bernadette Duguay/Virgin
   Bankr. D. N.H. Case No. 10-14920
      Chapter 11 Petition Filed November 17, 2010
          See http://bankrupt.com/misc/nhb10-14920.pdf

In Re Cosmetic Surgery Center of Ohio, Inc.
   Bankr. S.D. Ohio Case No. 10-63573
      Chapter 11 Petition Filed November 17, 2010
          See http://bankrupt.com/misc/ohsb10-63573.pdf

In Re JBL Properties L.P.
   Bankr. E.D. Pa. Case No. 10-19977
      Chapter 11 Petition Filed November 17, 2010
          See http://bankrupt.com/misc/paeb10-19977.pdf

In Re Green Fire Protection, Inc.
   Bankr. M.D. Tenn. Case No. 10-12506
      Chapter 11 Petition Filed November 17, 2010
          See http://bankrupt.com/misc/tnmb10-12506.pdf

In Re US Capital Investment Inc.
   Bankr. S.D. Texas Case No. 10-40404
      Chapter 11 Petition filed November 17, 2010
         filed pro se

In Re Gary W. Carlson
      Constance L. Carlson
   Bankr. W.D. Wis. Case No. 10-18459
      Chapter 11 Petition Filed November 17, 2010
          See http://bankrupt.com/misc/wiwb10-18459.pdf

In Re Robert W. Dunaway
     Marian O Dunaway
   Bankr. D. Ariz. Case No. 10-37327
      Chapter 11 Petition Filed November 18, 2010
          See http://bankrupt.com/misc/azb10-37327.pdf

In Re World Blackbelt Inc.
   Bankr. C.D. Calif. Case No. 10-24546
      Chapter 11 Petition Filed November 18, 2010
          See http://bankrupt.com/misc/cacb10-24546.pdf
In Re Allan, L.L.C.
   Bankr. D. Conn. Case No. 10-33466
      Chapter 11 Petition Filed November 18, 2010
         See http://bankrupt.com/misc/ctb10-33466.pdf

In Re Lana, L.L.C.
   Bankr. D. Conn. Case No. 10-33465
      Chapter 11 Petition Filed November 18, 2010
          See http://bankrupt.com/misc/ctb10-33465.pdf

In Re Barry B. McLain
      Nicole S. McLain
   Bankr. N.D. Ga. Case No. 10-14346
      Chapter 11 Petition Filed November 18, 2010
          See http://bankrupt.com/misc/ganb10-14346.pdf

In Re GGS Investments Inc.
        dba Budget Auto Repair One
   Bankr. E.D. Mich. Case No. 10-75027
      Chapter 11 Petition Filed November 18, 2010
          See http://bankrupt.com/misc/mieb10-75027.pdf

In Re S & V Investment, LLC
   Bankr. E.D. Mich. Case No. 10-74968
      Chapter 11 Petition Filed November 18, 2010
          See http://bankrupt.com/misc/mieb10-74968.pdf

In Re Shelby Childcare AfterSchool Program LL
   Bankr. W.D. N.C. Case No. 10-40960
      Chapter 11 Petition Filed November 18, 2010
          See http://bankrupt.com/misc/ncwb10-40960.pdf

In Re Santa Cruz 99, Inc.
   Bankr. N.D. Calif. Case No. 10-61986
      Chapter 11 Petition Filed November 19, 2010
          See http://bankrupt.com/misc/canb10-61986.pdf

In Re The Gagetta Corporation
        dba Gagetta Liquid Transfer
   Bankr. N.D. Calif. Case No. 10-14467
      Chapter 11 Petition Filed November 19, 2010
          See http://bankrupt.com/misc/canb10-14467.pdf

In Re Ocean Tex, Inc.
   Bankr. S.D. Calif. Case No. 10-20542
      Chapter 11 Petition Filed November 19, 2010
          See http://bankrupt.com/misc/casb10-20542.pdf

In Re Village Fudge & Candy Shoppe, LLC
   Bankr. M.D. N.C. Case No. 10-52168
      Chapter 11 Petition Filed November 19, 2010
          See http://bankrupt.com/misc/ncmb10-52168.pdf

In Re Window Sales Plus, Inc.
   Bankr. M.D. Fla. Case No. 10-28021
      Chapter 11 Petition Filed November 21, 2010
          See http://bankrupt.com/misc/flmb10-28021.pdf



                           *********

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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