TCR_Public/111018.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, October 18, 2011, Vol. 15, No. 289

                            Headlines

400 BLAIR: Taps Berger & Bornstein for Wells Fargo Appeal
94TH AND SHEA: Withdraws Motion for More Plan Exclusivity
AIG BAKER: Court Dismisses Case, Terminates Automatic Stay
ALABAMA AIRCRAFT: Gives Up, Seeks Chapter 7 Conversion
ALLIANCE HEALTHCARE: Moody's Affirms 'B1' Corp. Family Rating

AMARANTH II: Sec. 341 Creditors' Meeting Set for Nov. 18
AMERICAN COMMERCE: Incurs $57,600 Net Loss in Aug. 31 Quarter
ANDERSON NEWS: Creditors Seek to Pursue Claims Vs. 10 Affiliates
ANTS SOFTWARE: Issues 4.3 Million Common Shares to StreetCapital
AURASOUND INC: Reports $953,885 Net Income in Fiscal 2011

BANKATLANTIC BANCORP: Effects 1-for-5 Reverse Stock Split
BAY AREA: Case Summary & 20 Largest Unsecured Creditors
BBB ACQUISITION: Court Sets Nov. 16 Disclosure Statement Hearing
BERNARD L. MADOFF: Trustee Says Jury Trial Based on Supreme Court
BERNARD L. MADOFF: Picard Sues Jewish Group to Recover Donations

BERNARD L. MADOFF: Sues Citigroup Unit to Recover $130 Million
BIG WHALE: DSC Advisors OK'd as Consultant and Witness in Case
BISCAYNE PARK: Court Denies Deal With WalMart, OKs Case Dismissal
BJ'S WHOLESALE: S&P Assigns 'B+' Corporate Credit Rating
BLACKWELL FUNERAL: Case Summary & 5 Largest Unsecured Creditors

BONDS.COM GROUP: Michael Sanderson Resigns as CEO
BORDERS GROUP: Customers' Opt Out Deadline Expired Oct. 15
BOUNDARY BAY: Amends Plan After Citizens Bank Deal
BPP TEXAS: Court Confirms Reorganization Plan
CALYPTE BIOMEDICAL: Secures Funding to Conduct Clinical Trials

CANO PETROLEUM: Delays 10-K, Expects $205MM Operating Loss
CAPITOL INVESTMENTS: Trustee Recoups $19-Mil. for Ponzi Victims
CASTAIC PARTNERS: Case Summary & Largest Unsecured Creditor
CENTERTON MUNICIPAL: Case Summary & 2 Largest Unsecured Creditors
CHISM & SONS: Case Summary & 16 Largest Unsecured Creditors

CLAIRE'S STORES: Bank Debt Trades at 14% Off in Secondary Market
COSTA DORADA: Wants Until Oct. 30 to Propose Reorganization Plan
CROSSOVER FINANCIAL: Creditors Want Chapter 11 Case Dismissed
CYBERDEFENDER CORP: Sells $1.7 Million of Convertible Notes
CYBERDEFENDER CORP: Amendment to Stock Options Agreements Okayed

DAIS ANALYTIC: Amends Form S-1 Registration Statement
DEDICATED PHASE: Case Summary & 20 Largest Unsecured Creditors
DEEP DOWN: Flotation Contributes All Assets to CFT
DELTA AIR: Files September 2011 Traffic Report
DELTA AIR: Completes $102-Mil. Class B Certificates Offering

DELTA AIR: To Cut 200 Administrative & Management Jobs
DEX MEDIA WEST: Bank Debt Trades at 38% Off in Secondary Market
DYNEGY INC: Extends $1.25 Billion Exchange Offer Another Week
DYNEGY INC: Extending $1.2 Billion Exchange Offer to Oct. 20
ECO BUILDING: dbbmckennon Raises Going Concern Doubt

ECOLAB INC: S&P Keeps 'BB-' Corp. Credit Rating on Watch Positive
EDIETS.COM INC: Remains Listed on NASDAQ Capital Market
ELCOTEQ INC: Nov. 3 Hearing on Dispute Over Case Venue
EMDEON INC: S&P Assigns Preliminary 'B' Corporate Credit Rating
EMPIRE LAND: Ex-CEO Wants Paul Hastings Off Chapter 7 Case

ENER1 INC: Mike Zoi Discloses 8.4% Equity Stake
ENERGY AND POWER: Taps Winthrop as General Insolvency Counsel
ENERGY & POWER: U.S. Trustee Appoints 5-Member Creditors' Panel
ESCALON MEDICAL: Mayer Hoffman Raises Going Concern Doubt
EVERGREEN ENERGY: Judith Tanselle Appointed as President

FAIRFIELD SENTRY: Madoff Feeder Sues Citi Unit, Others for $143MM
FAITH CHRISTIAN: Plan Outline Hearing Continued Until Nov. 9
FKF MADISON: Creditors Seek to Probe HFZ, Related Pact
FREEZE, LLC: Case Summary & Largest Unsecured Creditor
GASPERILLA LODGING: Voluntary Chapter 11 Case Summary

GATEWAY METRO: Full-Payment Plan Disclosures Hearing Nov. 1
GAYATRI HOTELS: Case Summary & 17 Largest Unsecured Creditors
GBO INC: Made an Assignment in Bankruptcy
GENERAL GROWTH: Sells 3 Non-Core Properties for $280 Million
GLIMCHER REALTY: S&P Affirms 'B+' Credit Rating; Outlook Stable

GOLDENPARK: Seeks Denial of Urban Commons' Motion to Dismiss
GOLDENPARK: Disclosure Statement Hearing Nov. 16
GRACEWAY PHARMA: Committee Finds Flaws in Sale Procedures
GRACEWAY PHARMA: Court OKs BMC Group as Claims & Balloting Agent
GRACEWAY PHARMA: Hires Latham & Watkins as Bankruptcy Counsel

GRACEWAY PHARMA: Taps Alvarez & Marsal as Restructuring Advisors
GREAT ATLANTIC: Future Uncertain for Local Employees
GREENWICH SENTRY: To Present Plans for Confirmation Nov. 22
GYMBOREE CORP: Bank Debt Trades at 11% Off in Secondary Market
HARRISBURG, PA: Status Conference Held, Continued for Nov. 23

HAWKER BEECHCRAFT: Bank Debt Trades at 31% Off in Secondary Market
HINESLEY FAMILY: Non-Disclosure Dooms Chapter 11 Plan, Case
HUSSEY CORP: Committee Objects to Quick Sale and Loan
IMAGEWARE SYSTEMS: Authorized Common Shares Hiked to 150 Million
IMPERIAL CAPITAL: Capital Maintenance Claim Stays in Bankr. Ct.

IMPERIAL CAPITAL: FDIC's $48M Claim to Stay in Bankruptcy Court
IMPERIAL PETROLEUM: Amends Quarterly Reports to Correct Errors
IMPLANT SCIENCES: Incurs $15.5-Mil. Net Loss in Fiscal 2011
INNKEEPERS USA: Cerberus' Revised Deal Said to be $1.01-Bil.
INTEGRATED BIOPHARMA: Incurs $2.3 Million Net Loss in Fiscal 2011

INQUEST TECHNOLOGY: Case Summary & 13 Largest Unsecured Creditors
JAMES RIVER: Completes $275 Million Senior Notes Exchange Offer
JCK HOTELS: Medina Law OK'd as Committee's Bankruptcy Counsel
JCK HOTELS: Wants Exclusive Ch. 11 Plan Filing Right Until Jan. 2
K LAND: Voluntary Chapter 11 Case Summary

KV PHARMACEUTICAL: Comments on FDA Approved Makena & Compound 17
LA JOLLA: Has 61.8 Million Outstanding Common Shares
LEAR CORP: Moody's Raises Corp. Family Rating to 'Ba2'
LEHMAN BROTHERS: Sched. F Creditors Have Until Oct. 31 to Object
LEHMAN BROTHERS: RBS Must Pay for Termination of Old Swaps

LINDEN PONDS: Amended Plan of Reorganization Declared Effective
LINDSAY LAMPASONA: Case Summary & 20 Largest Unsecured Creditors
MICHAEL BAHARY: Case Summary & 20 Largest Unsecured Creditors
LIZ CLAIBORNE: Moody's Reviews 'B3' CFR for Possible Upgrade
LIZ CLAIBORNE: S&P Puts 'B-' Corp. Credit Rating on Watch Positive

LOCAL INSIGHT: Court Approves $35 Million Exit Financing
LOCAL INSIGHT: Plan Exclusivity Extended Until Dec. 13
LOCATION BASED TECH: PocketFinder GPS Device Sales Begin
LOS ANGELES DODGERS: Frank & Jamie McCourt Reach Divorce Accord
M&M STONE: Section 341(a) Meeting Scheduled for Oct. 25

MARCO POLO SEATRADE: Committee Wants Case Dismissal Pleas Denied
MEG ENERGY: Bank Debt Trades at 2% Off in Secondary Market
MESA AIR: Wins Jan. 20 Extension of Deadline to Object to Claims
MESA AIR: PNCEF Wants Claim Deemed Timely Filed
MGM RESORTS: Fitch Upgrades Issuer Default Rating to 'B-'

MOUNTAIN CITY: Court to Consider Case Dismissal Plea on Dec. 7
MOUNTAIN CITY: Gets Interim OK for Brownstein Hyatt as Counsel
MOUNTAIN CITY: Receiver to Pay $55,000 Retention Obligations Due
MOUNTAIN CITY: Meeting of Creditors Scheduled for Nov. 3
MOUNTAIN CITY: Evidentiary Hearing on Sale Set for Oct. 21

MOUNTAIN CITY: Court Says Receiver May Serve as Interim CRO
MOUNTAIN CITY: Panel Says Oct. 31 Cash-Use Limit Too Short
MPG OFFICE: Amends Employment Pact of Chief Financial Officer
MYLAN INC: Moody's Affirms Ba2 Corp. Family Rating
NEIMAN MARCUS: Bank Debt Trades at 7% Off in Secondary Market

NEWLEAD HOLDINGS: Posts $29.9-Mil. Net Loss in Q2 Ended June 30
NILU HOSPITALITY: Voluntary Chapter 11 Case Summary
NORTHCORE TECHNOLOGIES: Provides Corporate Update
NORTHWEST AIRLINES: Discrimination Suit Required No Admin. Claim
NOWAUTO GROUP: Suspending Filing of Reports with SEC

ONE OCEAN: Case Summary & 20 Largest Unsecured Creditors
ONE SOUTH: Case Summary & 4 Largest Unsecured Creditors
PLATINO, LLC: Case Summary & 11 Largest Unsecured Creditors
OPEN LINK: Moody's Assigns 'B2' First-Time Corp. Family Rating
ORAGENICS INC: Founder Jeffrey Hillman to Retire

ORANGE GROVE: Court Sets Nov. 15 Plan Confirmation Hearing
ORDWAY RESEARCH: $3-Mil. Donation Included in Ch.7 Trustee's Suit
PADILLA CONSTRUCTION: Case Summary & Creditors List
PEGASUS RURAL: Hearing on Further DIP Loan Access Set for Dec. 8
PEGASUS RURAL: Wants More Time to Market Assets and Draft Plan

PHILADELPHIA ORCHESTRA: Reaches New Agreement With Musicians Union
POTENTIAL DYNAMIX: Voluntary Chapter 11 Case Summary
PRECISION OPTICS: Files Form S-8; Registers 690,000 Shares
QUANTUM FUEL: Completes Second Tranche of Conv. Notes Offering
QUINCY MEDICAL: Sells Hospital, Schedules Nov. 8 Plan Confirmation

RANCHO HOUSING: Has Until Jan. 23 to Propose Chapter 11 Plan
RCS CAPITAL: Case Summary & 20 Largest Unsecured Creditors
RCR PLUMBING: Case Summary & 20 Largest Unsecured Creditors
REECE GRADING: Case Summary & 6 Largest Unsecured Creditors
REPUBLIC WINDOWS: Status Hearing in Ch.7 Trustee's Suit on Oct. 26

RET-EXH, INC.: Voluntary Chapter 11 Case Summary
RIVER ISLAND: Unsecured Creditors Paid 100% Under Chapter 11 Plan
ROBERTS LAND: Plan Confirmation Hearing Continued Until Nov. 2
ROSETTA GENOMICS: Posts $4.5 Million Net Loss in First Half
SCHOMAC GROUP: Torr Real Approved as Broker for LI Zoned Property

SCHOMAC GROUP: Can Hire Preserve Sales as Real Estate Broker
SCOTTSDALE CANAL: Reorganization Case Reinstated
SCOTTSDALE CANAL: Files Schedules of Assets and Liabilities
SECURITY NATIONAL: Case Summary & 30 Largest Unsecured Creditors
SENSIVIDA MEDICAL: Delays Filing of Quarterly Report

SEQUA CORP: Bank Debt Trades at 6% Off in Secondary Market
SEVERN BANCORP: Posts $551,000 Net Income for Q3 2011
SIERRAWEST BANK: Fitch Lowers Rating on Class B Notes at 'BBsf'
SIGNATURE STYLES: Taps Fesnak and Associates as Accountants
SKILLSOFT LTD: S&P Cuts Corp. Credit Rating to B; Outlook Stable

SLM CORP: Fitch Affirm Rating on Preferred Stock at 'BB'
SMART ONLINE: Atlas Capital Discloses 40% Equity Stake
SMART ONLINE: Sells Add'l $300,000 Convertible Note Due 2013
SMITHFIELD CAFE: Files for Chapter 11 Bankruptcy Protection
SNL FINANCIAL: S&P Assigns 'B' Corporate Credit Rating

SOLYNDRA LLC: House Committee Releases DOE Loan Memo
SOLYNDRA LLC: Treasury Stays Quiet on Energy's Decision on Loan
SOUTHWEST GEORGIA: Plan Exclusivity Extended Until Nov. 30
SPANISH PEAKS: Montana Resort Files in Delaware to Liquidate
SPX CORP: S&P Affirms 'BB+' Ratings on Senior Unsecured Notes

SSI GROUP: Court Approves Proskauer Rose as Bankruptcy Counsel
SSI GROUP: Morgan Joseph OK'd as Fin'l. Advisor, Investment Banker
STERLING CHEMICALS: 5th Cir. Flips Ruling in Retirees' Lawsuit
T-FAB INC: Court Says Paradise Road Lease Validly Terminated
TRI-VALLEY VINEYARDS: Case Summary & 4 Largest Unsecured Creditors

TRIPLE POINT: Moody's Assigns 'B2' Corporate Family Rating
TXU CORP: Bank Debt Trades at 27% Off in Secondary Market
TWIN MILLS: Case Summary & 20 Largest Unsecured Creditors
UNISYS CORP: Fitch Withdraws 'BB-' Issuer Default Rating
UNITED ENGINE.COM: Voluntary Chapter 11 Case Summary

US SECURITY: S&P Assigns 'B' Corporate Credit Rating
VERECLOUD INC: Schumacher & Associates Raises Going Concern Doubt
VITRO SAB: Affiliates Attack $99-Million Bondholder Demand
WEST BRANCH: S&P Lowers Rating on Series 1999 Bonds to 'BB-'
WHITING PETROLEUM: S&P Affirms 'BB' Issue-Level Ratings

* Jeffrey Schwartz Joins Brown Rudnick's New York Office

* Large Companies With Insolvent Balance Sheet



                            *********



400 BLAIR: Taps Berger & Bornstein for Wells Fargo Appeal
---------------------------------------------------------
400 Blair Realty Holdings LLC asks the Hon. Michael B. Kaplan of
the U.S. Bankruptcy Court for the District of New Jersey for
permission to employ Berger & Bornstein P.A. as its special
counsel.

The firm will represent the Debtor in connection with a pending
appeal to the Third Circuit Court of Appeals relating to the
United States District Court matter entitled Wells Fargo Bank N.a.
et al. 400 Blair Road Realty Holdings LLC (Case No. 2:10-cv-01896-
FSH-PS) and also to assist in various business law matters.

Lawrence S. Berger, Esq., attorney at the firm, will charge $750
per hour for this engagement.  Other attorneys of the firm will
charge between $450 and $750 per hour.

The Debtor assures the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                      About 400 Blair Realty

400 Blair Realty Holdings, LLC, in Morristown, New Jersey, was
formed in June 2000 to acquire real property improved with 181,000
sq. ft industrial building situated on 14.7 acres located at 400
Blair Road, Carteret, Middlesex County, New Jersey.  The Property
was acquired on Aug. 6, 1999.

United States Land Resources, L.P., holds a 50% equity interest in
400 Blair.  USLR's general partner is United States Realty
Resources, Inc., and Lawrence S. Berger is the president of USRR.
400 Blair's other member is Success Treuhand GmbH, which holds a
50% equity interest.  Success is a trust set up under German law.
Success operates much like a United States trust company.
Success' sole owner is Eckart Straub, a German national.

400 Blair filed for Chapter 11 bankruptcy (Bankr. D. N.J. Case No.
11-37887) on Sept. 23, 2011, after a court appointed a receiver
for its property and ordered a foreclosure sale.  Judge Michael B.
Kaplan presides over the case.  In its petition, the Debtor
estimated $10 million to $50 million in assets and $1 million to
$10 million in debts.  The petition was signed by Lawrence S.
Berger, manager.

The Debtor's bankruptcy counsel is Morris S. Bauer, Esq., at
Norris McLaughlin & Marcus, PA, in Bridgewater, New Jersey.


94TH AND SHEA: Withdraws Motion for More Plan Exclusivity
---------------------------------------------------------
94th And Shea, L.L.C., notified the U.S. Bankruptcy Court for the
District of Arizona that it has withdrawn the motion to further
extend its exclusive period to solicit acceptances for the
proposed plan of reorganization, which was filed on Sept. 21,
2011.

As reported in the Sept. 21, 2011 edition of the TCR, senior
secured creditor JPMCC 2007-CIBC19 Shea Boulevard, LLC, asked the
U.S. Bankruptcy Court for the District of Arizona to enter an
order, among other things, vacating the November trial date on
confirmation of Debtor's Chapter 11 plan and suspending further
confirmation proceedings pending a determination of the continuing
validity of the insider leases.

                           The Plan

As reported in the Troubled Company Reporter on June 10, 2011, the
Debtor obtained approval on May 20, 2011, of the disclosure
statement explaining its reorganization plan.

The Disclosure Statement, as amended, says the Plan will be funded
by operations of the Debtor's real property and a capital infusion
in the amount of the new value by the interest holders or the
successful bidder, if an auction is held.  As a showing of good
faith and commitment to the Plan, the interest holders will place
$100,000 in escrow in the trust account of the Debtor's bankruptcy
counsel on or before the auction.

Under the Plan, the Debtor intended to pay in full all allowed
secured claims, including JPMCC's $21,000,000 claim.  Holders of
unsecured claims totaling $1,855,116 will (i) share, pro rata, in
a distribution of $150,000 in cash paid by the Reorganized Debtor,
from the new value contribution, on the 90th day following the
Effective Date of the Plan, (ii) each receive its pro rata portion
of a $500,000 subordinated debenture payable to holders of allowed
unsecured claims.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/94thandShea_RedlinedDS.pdf

                       About 94th and Shea

Scottsdale, Arizona-based 94th and Shea, L.L.C., owns and operates
real property known as The Shops And Office at 9400 Shea, located
at 9325, 9343, 9375, and 9397 East Shea Boulevard in Scottsdale,
Arizona.  The Property consists of 37,037 square feet of retail
space and 35,238 square feet of office space.

94th and Shea filed for Chapter 11 bankruptcy protection (Bankr.
D. Ariz. Case No. 10-37387) on Nov. 19, 2010.  John J. Hebert,
Esq., Mark W. Roth, Esq., and Wesley D. Ray, Esq., at Polsinelli
Shughart, P.C., in Phoenix, Ariz., serve as counsel to the Debtor.
The Debtor disclosed $123,588 plus unknown amount in assets and
$22,870,408 in liabilities as of the Chapter 11 filing.

Secured creditor JPMCC 2007-CIBC19 Shea Boulevard, LLC, is
represented by Robert R. Kinas, Esq., Jonathan M. Saffer, Esq.,
and Nathan G. Kanute, Esq., at Snell & Wilmer L.L.P., in Tucson,
Arizona.


AIG BAKER: Court Dismisses Case, Terminates Automatic Stay
----------------------------------------------------------
The Hon. Thomas Bennett of the U.S. Bankruptcy Court for the
Northern District of Alabama dismissed the Chapter 11 cases of AIG
Baker Tallahasse, L.L.C., et al.

The Court also ordered that the automatic stay is terminated and
vacated.

The Court further ordered that the Debtors will not file
bankruptcy petitions for a period of three years from the Sept. 8,
2011 order.

As reported in the Troubled Company Reporter on Aug. 26, 2011, the
Debtors ask the Court to dismiss their Chapter 11 cases, citing
that the value of their collateral was insufficient to support any
scenario that would allow for a distribution to unsecured
creditors under a Chapter 11 plan.

According to the Debtors, the dismissal of the bankruptcy cases
will allow Wells Fargo to foreclose on the Debtors' collateral.
The Debtors believe that the dismissal of their cases is in the
best interest of all creditors.

                   About AIG Baker Tallahassee

Birmingham, Alabama-based AIG Baker Tallahassee, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. N.D. Ala. Case No. 10-
07353) on Dec. 14, 2010.  Lee R. Benton, Esq., at Benton &
Centeno, LLP, in Birmingham, Ala., served as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets and debts at
$50 million to $100 million.

Affiliate AIG Baker Tallahassee Communities, LLC, filed a separate
Chapter 11 petition (Bankr. N.D. Ala. Case No. 10-07354).  It
estimated its assets and debts at $50 million to $100 million.

The Debtors own and manage two separate real estate projects.  The
real property owned by each Debtor constitutes "single asset real
estate," as defined in Sec. 101(51B) of the Bankruptcy Code.

In their second amended schedules, AIG Baker Tallahassee, LLC,
disclosed $13,584,832 in assets and $48,354,592 in liabilities as
of the Petition Date; and AIG Baker Tallahassee Communities, LLC,
disclosed $11,687,212 in assets and $45,209,141 in liabilities.


ALABAMA AIRCRAFT: Gives Up, Seeks Chapter 7 Conversion
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Alabama Aircraft Industries Inc. gave up hope of
pushing through even a liquidating Chapter 11 plan.  Last week the
company filed a motion, coming to bankruptcy court for hearing on
Nov. 3, for conversion of the case to a liquidation in Chapter 7
where a trustee is appointed automatically.

The court papers, according to the report, say there is $300,000
owing unsecured creditors for goods and services provided during
the Chapter 11 case.  In addition, professionals are owed about
$750,000. The Pension Benefit Guaranty Corp. claims it's owed
another $327,000 that should be paid in full as an expense of the
Chapter 11 case.  When the business was sold in September, the
company lost the right to use cash and thus can't pay bills.

Mr. Rochelle relates that the trustee in Chapter 7 would inherit
an interest in a lawsuit filed last month in an Alabama state
court alleging that Boeing Co. deprived the company of one half of
a $1.3 billion government contract.  The suit also claims that
Boeing forced AAI to work on another contract at "minimal prices
under false pretenses."

Mr. Rochelle notes that Boeing is taking an appeal from the
bankruptcy court's order establishing a trust to file the suit and
sell the business for $500,000 to Kaiser Aircraft Industries Inc.
Previously, Boeing called the lawsuit "unfounded" and "baseless."

                     About Alabama Aircraft

Birmingham, Alabama-based Alabama Aircraft Industries Inc. --
http://www.alabamaaircraft.com/-- provides aircraft maintenance
and modification services for the U.S. government and military
customers.  Its 190-acre facility, as well as its corporate
office, is located at the Birmingham International Airport.

Alabama Aircraft filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 11-10452) on Feb. 15, 2011.  Two
subsidiaries also filed -- Alabama Aircraft Industries, Inc.-
Birmingham (Case No. 11-10453) and Pemco Aircraft Engineering
Services, Inc. (Case No. 11-10454).

The Company said the primary goal of the Chapter 11 filing is
to address long-term indebtedness and, in particular, long-term
pension obligations.  The Company owed $68.5 million the Pension
Benefit Guaranty Corp. prepetition.

Joel A. Waite, Esq., and Kenneth J. Enos, Esq., at Young, Conaway,
Stargatt & Taylor, in Wilmington, Delaware, serve as counsel to
the Debtors.  Alabama Aircraft estimated assets and debts of
$1 million to $10 million as of the Chapter 11 filing.


ALLIANCE HEALTHCARE: Moody's Affirms 'B1' Corp. Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed Alliance Healthcare Services,
Inc.'s B1 Corporate Family and Probability of Default Rating. The
ratings outlook was revised to negative from stable. At the same
time, Moody's lowered Alliance's Speculative Grade Liquidity
Rating to SGL-3 from SGL-2.

The outlook change to negative reflects earnings weaknesses in its
core imaging scan business and higher than previously expect
leverage, which resulted in Alliance seeking financial covenants
relief with an amendment on Sept. 29, 2011. Overall, both MRI and
PET/CT scans --which represent about 77% of revenues -- continue
to be negatively impacted from pricing pressures driven by
recently increased competition and lower than expected growth from
its oncology business. The downgrade of Alliance's Speculative
Grade Liquidity Rating reflects the reduction in revolver size to
$70 million from $120 million, as part of the amendment, tighter
covenant cushions expected over the next four quarters, and weaker
free cash flow than previously expected.

The following rating was lowered:

Speculative Grade Liquidity Rating at SGL-3 from SGL-2

The following ratings were affirmed/LGD assessment revised:

Corporate Family Rating at B1;

Probability of Default Rating at B1;

$460 million senior secured term loan B at Ba3 (LGD 3, 32%) from
(LGD 3, 34%);

$70 million revolving credit facility at Ba3 (LGD 3, 32%) from
(LGD 3, 34%);

$190 million senior notes at B3 (LGD 5, 85%) from (LGD 6, 90%);

RATINGS RATIONALE

Alliance's B1 Corporate Family Rating reflects the company's high
financial leverage, weak interest coverage and challenging top
line performance. High unemployment and lower client volumes have
adversely impacted both revenues and operating margins. While
volumes continue to be down, pricing pressures persist for the MRI
business, resulting in a revised forecast for fiscal 2011 failing
to meet Moody's expectations. Revenue increases for the fiscal
year can be attributed to the company's acquisitions, primarily in
radiation oncology, a segment that the company is set on
expanding. Moody's expects top-line declines through 2012. In
Addition, the covenant relief only lasts for 24 months and Moody's
expects that Alliance will need to continue to deleverage over the
next few quarters in order to achieve sufficient cushion to meet
covenants once this relief ends.

The ratings benefit from the company's unique business model of
partnering with hospitals, which shields Alliance from the direct
and immediate effect of changes in third party reimbursement and
allows the company to expand based on demand for services rather
than bearing the risk of non-hospital, physician based greenfield
de novo development.

The negative outlook reflects the challenges over the next few
quarters with Alliance continuing to experience weak organic
growth within its imaging scan business from increased pricing
pressures due to industry overcapacity and lower volumes
associated with declining physician visits.

The ratings could be downgraded if continued pressure on the
imaging business cannot be offset through expansion and cost
containment initiatives. Moody's could also consider a downgrade
if the company undertakes debt-financed acquisitions, should
liquidity deteriorate, or debt to EBITDA go above 5 times.

Moody's doesn't believe an upgrade is likely in the near-term.
However, the outlook could be changed to stable if the company can
demonstrate solid organic growth and, at the same time, deleverage
and achieve greater cushion within its financial covenants. Should
Alliance improve its liquidity position, generate positive organic
growth in top line revenues, while deleveraging below 4 times and
adjusted free cash flow to debt above 8%, the ratings could be
upgraded.

The principal methodology used in rating Alliance Healthcare
Services, Inc. was the Global Business & Consumer Service Industry
Methodology, published in October 2010. Other methodologies used
include Loss Given Default for Speculative Grade Issuers in the
US, Canada, and EMEA, published June 2009. Please see the Credit
Policy page on www.moodys.com for a copy of these methodologies.

Alliance HealthCare Services, Inc., is a national provider of
outpatient diagnostic imaging and radiation oncology services. The
company maintained 571 diagnostic imaging and radiation oncology
systems, including 304 MRI systems and 127 PET or PET/CT systems
at June 30, 2011. The company operated 138 fixed-site imaging
centers, which constitutes systems installed in hospitals or other
medical buildings on or near hospital campuses. The company also
operated 36 radiation oncology centers and stereotactic radio
surgery facilities.


AMARANTH II: Sec. 341 Creditors' Meeting Set for Nov. 18
--------------------------------------------------------
The United States Trustee for the Eastern District of Texas in
Sherman, will convene a meeting of creditors in the bankruptcy
case of Amaranth II LP on Nov. 18, 2011, at 11:30 a.m. at Plano
Centre.

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

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

Proofs of claim are due by Feb. 16, 2012.  Governmental proofs of
claim are due by April 2, 2012.

Carrollton, Texas-based Amaranth II LP filed for Chapter 11
bankruptcy (Bankr. E.D. Tex. Case No. 11-43068) on Oct. 4, 2011.
Chief Judge Brenda T. Rhoades presides over the case.  Bruce E.
Turner, Esq., at Bennett Weston Lajone & Turner, P.C., serves as
the Debtor's counsel.  In its petition, the Debtor estimated
$10 million to $50 million in both assets and debts.  The petition
was signed by Carmelita D. Dolores, president of Stonebriar
Investment, Inc., its general partner.


AMERICAN COMMERCE: Incurs $57,600 Net Loss in Aug. 31 Quarter
-------------------------------------------------------------
American Commerce Solutions, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
reporting a net loss available to common stockholders of $57,617
on $550,150 of net sales for the three months ended Aug. 31, 2011,
compared with a net loss available to common stockholders of
$124,013 on $538,135 of net sales for the same period during the
prior year.

The Company also reported a net loss available to common
stockholders of $127,227 on $1.22 million of net sales for the six
months ended Aug. 31, 2011, compared with a net loss available to
common stockholders of $189,048 on $1.19 million of net sales for
the same period a year ago.

The Company's balance sheet at Aug. 31, 2011, showed $5.02 million
in total assets, $4.68 million in total liabilities, and $338,738
in total stockholders' equity.

As reported in the TCR on June 6, 2011, Peter Messineo, CPA, of
Palm Harbor, Florida, expressed substantial doubt about American
Commerce Solutions' ability to continue as a going concern,
following the Company's results the fiscal year ended Feb. 28,
2011.  Mr. Messineo noted that the Company has incurred recurring
losses from continuing operations, has negative working capital
and has used significant cash in support of its operating
activities.  Additionally, as of February 2011 the Company is in
default of several notes payable.

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

                         http://is.gd/QpBkgD

                       About American Commerce

Bartow, Florida-based American Commerce Solutions, Inc., is a
multi-industry holding company for its operating subsidiaries.  As
of the close of its most recently completed fiscal year end, the
Company had one wholly owned subsidiary operating in the
manufacturing segment.  The operating subsidiary is International
Machine and Welding, Inc., located in Bartow, Florida.

International Machine and Welding, Inc., provides specialized
machining services for heavy industry.


ANDERSON NEWS: Creditors Seek to Pursue Claims Vs. 10 Affiliates
----------------------------------------------------------------
Liz Hoffman at Bankruptcy Law360 reports that magazine publishers
seeking roughly $70 million from Anderson News LLC sought a
judge's go-ahead on Thursday to pursue their claims against 10
Anderson affiliates, claiming conflicts of interest would keep the
company from bringing the suits itself.

The magazine creditors, which include American Media Inc. and
Time/Warner Retail Sales & Marketing Inc., accused Anderson of
refusing to pursue the claims because of cozy relationships
between the affiliates' management teams, according to Law360.

Anderson News LLC is a sales and marketing company for books and
magazines.  Anderson News ceased doing business in February 2009,
and was the subject of an involuntary bankruptcy filing (Bankr. D.
Del. 09-_____) on March 2, 2009, on which an order for relief was
entered on Dec. 30, 2009.  The publishing companies claimed that
Anderson News owes them a combined $37.5 million.  Anderson News
converted the case to a voluntary chapter 11 case on the same day.


ANTS SOFTWARE: Issues 4.3 Million Common Shares to StreetCapital
----------------------------------------------------------------
ANTs software inc., on Oct. 7, 2011, issued 4,345,603 shares of
the Company's common stock, par value $0.0001 per share to
StreetCapital, Inc., in reliance on the private placement
exemption from the registration requirements of the Securities Act
of 1933, as amended, provided by Section 3(a)(10) thereof and
corollary provisions of the Georgia Securities Act and in
connection with a settlement agreement between the Company and
StreetCapital.

On Oct. 4, 2011, the Company entered into the Settlement Agreement
with StreetCapital in full settlement of StreetCapital's claims
against the Company.

The Settlement Agreement was approved by the Superior Court of
Fulton County, State of Georgia, in an order dated Oct. 7, 2011.
Pursuant to the Settlement Agreement and the related Stipulation
of Settlement of Claims, dated Oct. 4, 2011, in consideration of
mutual releases of the claims at issue, the Company agreed to
issue the StreetCapital Shares.  In addition, the Company agreed
to replace the three warrants previously issued to StreetCapital
for replacement warrants exercisable for the same number of shares
at an exercise price of $0.5261 per share.  In addition, as part
of the Settlement Agreement, the Company issued a new warrant to
StreetCapital for the purchase of 414,722 shares of Common Stock
at an exercise price of $0.5261 per share, which is deemed to be
issued on Jan. 6, 2011.

                        About Ants software

ANTs software inc (OTC BB: ANTS) -- http://www.ants.com/-- has
developed a software solution, ACS, to help customers reduce IT
costs by consolidating hardware and software infrastructure and
eliminating cost inefficiencies.  ACS is an innovative middleware
solution that accelerates database consolidation between database
vendors, enabling application portability.

The Company's balance sheet at March 31, 2011, showed
$27.2 million in total assets, $52.3 million in total liabilities,
and a stockholders' deficit of $25.1 million.

As reported in the TCR on April 8, 2011, WeiserMazars LLP, in New
York, expressed substantial doubt about ANTs software's ability to
continue as a going concern, following the Company's 2010 results.
The independent auditors noted that the Company has incurred
significant recurring operating losses, decreasing liquidity, and
negative cash flows from operations.


AURASOUND INC: Reports $953,885 Net Income in Fiscal 2011
---------------------------------------------------------
AuraSound, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K, reporting net income of
$953,885 on $76.17 million of net revenue for the year ended
June 30, 2011, compared with a net loss of $2.23 million on
$7.50 million of net revenue during the prior year.

The Company's balance sheet at June 30, 2011, showed
$42.27 million in total assets, $36.63 million in total
liabilities, all current, and $5.63 million total stockholders'
equity.

Hein & Associates LLP, in Irvine, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern.
During the year ended June 30, 2011, the Company had negative cash
flow from operating activities amounting to $1,909,846, and an
accumulated deficit of $36,884,905.

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

                        http://is.gd/jTpuzb

                       About AuraSound, Inc.

Santa Ana, Calif-based AuraSound, Inc. (OTC BB: ARUZE) --
http://www.aurasound.com/-- develops, manufactures, and markets
audio products.  AuraSound's products include TV soundbars, high-
drivers for TVs and laptops, subwoofers, and tactile transducers.


BANKATLANTIC BANCORP: Effects 1-for-5 Reverse Stock Split
---------------------------------------------------------
At the close of trading on Oct. 14, 2011, BankAtlantic Bancorp,
Inc., effected its previously announced one-for-five reverse stock
split, pursuant to which each five shares of the Company's Class A
Common Stock outstanding automatically converted into one share of
Class A Common Stock, and each five shares of the Company's Class
B Common Stock outstanding automatically converted into one share
of Class B Common Stock.  Fractional shares resulting from the
Reverse Split were rounded up to the next largest whole share.
The Company's Class A Common Stock will begin trading on a split-
adjusted basis on the New York Stock Exchange upon the opening of
the market on Monday, Oct. 17, 2011, and will continue to be
traded under its current ticker symbol, "BBX."  The new CUSIP
number for the Company's Class A Common Stock is 065908808.  The
Reverse Split has no impact on shareholders' proportionate equity
interests or voting rights in the Company or the par value of the
Company's Class A Common Stock or Class B Common Stock, which in
each case will remain unchanged at $0.01 per share.

Under Florida law, the Reverse Split was effected by the Company
through the filing of Articles of Amendment to the Company's
Restated Articles of Incorporation with the Florida Department of
State.  The Amendment also ratably decreased the number of
authorized shares of the Company's Class A Common Stock from
125,000,000 shares to 25,000,000 shares and the number of
authorized shares of the Company's Class B Common Stock from
9,000,000 shares to 1,800,000 shares.  Additionally, the Company's
Restated Articles of Incorporation previously provided that the
Company's Class A Common Stock will possess in the aggregate 53%
of the total voting power of the Company's common stock until the
total number of outstanding shares of the Company's Class B Common
Stock fell below 487,613 shares, after which time the Company's
Class A Common Stock and Class B Common Stock would each be
entitled to one vote per share.  In connection with the Reverse
Split, the Amendment ratably reduced such threshold to 97,523
shares.  The number of shares of the Company's Class A Common
Stock available for issuance under the Company's equity
compensation plans and the number of shares of Class A Common
Stock underlying stock options and other instruments exercisable
for, or convertible into, shares of Class A Common Stock were also
ratably decreased in connection with the Reverse Split.

A full-text copy of the Articles of Amendment is available for
free at http://is.gd/Xobt76

                   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.

The Company reported a net loss of $143.25 million on
$176.31 million of total interest income for the year ended
Dec. 31, 2010, compared with a net loss of $185.82 million on
$223.59 million of total interest income during the prior year.

The Company's balance sheet at June 30, 2011, showed $3.86 billion
in total assets, $3.83 billion in total liabilities, and
$26.23 million in total equity.

                         *     *     *

As reported by the TCR on March 1, 2011, Fitch has affirmed its
current Issuer Default Ratings for BankAtlantic Bancorp and its
main subsidiary, BankAtlantic FSB at 'CC'/'C' following the
announcement regarding the regulatory order with the Office of
Thrift Supervision.

BankAtlantic has announced that it has entered into a Cease and
Desist Order with the OTS at both the bank and holding company
level.  The regulatory order includes increased regulatory capital
requirements, limits to the size of the balance sheet, no new
commercial real estate lending and improvements to its credit risk
and administration areas.  Further, the holding company must also
submit a capital plan to maintain and enhance its capital
position.


BAY AREA: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Bay Area Hospitality Group, LLC
          dba Holiday Inn Express & Suites
        5723 Westshore Drive
        New Port Richey, FL 34652

Bankruptcy Case No.: 11-19055

Chapter 11 Petition Date: October 12, 2011

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

Judge: Catherine Peek McEwen

Debtor's Counsel: Buddy D. Ford, Esq.
                  BUDDY D. FORD, P.A.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543
                  E-mail: Buddy@tampaesq.com

Scheduled Assets: $3,208,449

Scheduled Debts: $5,955,987

The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/flmb11-19055.pdf

The petition was signed by Venkata (Rao) Emandi, manager.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
OHM Jayram Hospitality, LLC           11-11987            06/23/11


BBB ACQUISITION: Court Sets Nov. 16 Disclosure Statement Hearing
----------------------------------------------------------------
BBB Acquisition, LLC, filed an amended plan of reorganization and
an explanatory disclosure statement dated Sept. 20, 2011.

The hearing to consider approval of this disclosure statement is
scheduled for Nov. 16, 2011, at 9:30 a.m.

According to the Disclosure Statement, the Plan provides for
payment to the creditors in accordance with the priorities
established by the Bankruptcy Code.  Reorganized BBB will be
responsible for administering the Plan and making distributions to
the remaining creditors.  After approval of the Plan and the
payment of Allowed Administrative Claims, General Priority Claims
and Convenience Claims, Reorganized BBB will continue the
operation of its business in the same fashion as it did prior to
the Petition Date.  A public auction of all remaining real estate
and Operating Equipment will be held in 2012.  The members making
up to the Class 7 equity interests in the Debtor will retain their
ownership interest.

The Plan designates 7 Classes of Claims and Interests:

    Class 1.  General Priority Claims.
    Class 2.  Secured Claims of Fifth Third Bank
    Class 3.  Claim of the Dillard Trust
    Class 4.  Convenience Claims
    Class 5.  General Unsecured Claims
    Class 6.  Contingent Contractor Claims
    Class 7.  Membership Interests.

Classes 1, 4 and 7 are not impaired under the Plan.  These Classes
are deemed to have accepted the Plan as provided in Section
1126(f) of the Bankruptcy Code.

Class 7 Membership Interests will not receive any distributions on
accounts of their Interests until such time that all allowed
Claims are satisfied according to the terms of the Plan.

As of the Petition Date, the principal balance owed to Fifth Third
Bank was approximately $21.3 million.  Under the Plan, reductions
of the amount of Fifth Third's Class 2 Claim will be made from the
Net Sales Proceeds of the Fifth Third Collateral.  During calendar
year 2012, Fifth Third Bank will be entitled to credit bid the
full amount of the Allowed Class 2 claim at the auction of the
Fifth Third Collateral.

The Class 3 Claim of Dillard trust is currently disputed by the
Debtor and is subject to litigation.  Thus, the claim of Dillard
Family Trust will not be paid and will not constitute an Allowed
Class 3 Claim until after it is allowed in some amount by the
appropriate court and becomes an Allowed Claim.

Once allowed, Dillard Trust's claims will be reduced by the value
of Ranches 1A and 1B (two River Parcels within the Bar-B-Ranch),
which value will be determined in an amount to be stipulated by
the parties or determined by the Bankruptcy Court.  Any portion of
the Dillard Claim in excess of the established value of Ranches 1A
and 1Bwill be treated as a General Unsecured Claim under Class 5.

Creditors holding allowed unsecured claims -- under Class 5 --
will receive their pro rata share of distributions on a quarterly
basis from the creditor fund after payment of allowed
administrative claims, allowed general priority claims, allowed
convenience class claims and the allowed Fifth Third Claim until
paid in full, plus simple interest at the rate of 4% per annum,
calculated from the Petition Date.

Payment of allowed Class 5 Claims will be made from funds
generated from the sale of real estate within the Bar-B-Ranch in
Teton County, Wyoming, along with the sale of the Operating
Equipment.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/bbbacquisition.DSdocket304.pdf

BBB Acquisition, LLC, in Cincinnati, Ohio, is the developer of the
Bar-B-Ranch in Teton County, Wyoming.  The residential development
consists of 16 parcels, each in excess of 35 acres in size,
located adjacent to the Snake River.  The Debtor filed for
Chapter 11 bankruptcy (Bankr. D. Wyo. Case No. 10-21002) on
Aug. 24, 2010, represented by Brent R. Cohen, Esq. --
bcohen@rothgerber.com -- and Chad S. Caby, Esq. --
ccaby@rothgerber.com -- at Rothgerber Johnson & Lyons LLP, in
Denver, Colorado.  The Debtor disclosed $57,239,218 in assets and
$35,613,501 in liabilities.


BERNARD L. MADOFF: Trustee Says Jury Trial Based on Supreme Court
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee liquidating Bernard L. Madoff Investment
Securities Inc. and New York Mets owner Fred Wilpon filed papers
last week on the question of whether the Madoff trustee is
entitled to have a jury trial in the lawsuit against Mr. Wilpon,
his friends, family and associates. The question will be decided
by U.S. District Judge Jed Rakoff, who took the suit away from the
bankruptcy judge.

According to the report, Irving Picard, the trustee, claims he has
the right to a jury trial under the U.S. Constitution.  He
contends that the Wilpon group wants the facts decided by Judge
Rakoff alone as the result of "trepidation to submit to a jury's
judgment."  The trustee largely rested his argument on a 1989
decision named Granfinanciery v. Nordberg where the U.S. Supreme
Court ruled that a fraudulent-transfer suit, like that against the
Wilpon group, brings an entitlement to a jury trial.  Because he
seeks only a money judgment, Mr. Picard says the lawsuit is legal
in nature only and lacks any equitable element where the jury
can't determine the facts.

The report relates that Mr. Picard also relies on a case called
Germain where the U.S. Court of Appeals in Manhattan ruled that
the right to a jury trial wasn't lost by filing suit in bankruptcy
court.  In addition, the trustee relies on Germain to say that
filing in bankruptcy by itself isn't a waiver of jury trial
rights.

The Wilpon group, Mr. Rochelle relates, contends there is no right
to a jury trial because the only remaining claim is for a
fraudulent transfer under federal bankruptcy law.  Mr. Wilpon
relies in part on a 1966 case called Katchan v. Landy where the
U.S. Supreme Court said that a creditor waived the right to a jury
trial on a preference claim by having filed a proof of claim in
the bankruptcy.

The trustee, according to Mr. Rochelle, sued the Wilpon group in
December to recover $1 billion in fictitious profits and principal
taken out of the Madoff firm within six years of bankruptcy. Last
month, Judge Rakoff ruled that Picard could only sue to recover
fraudulent transfers occurring within two years of bankruptcy. The
trustee previously said that Judge Rakoff's opinion has the effect
of reducing his recovery to a maximum of about $400 million.

                      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 Dec. 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 July 15, 2011, a total of US$6.88 billion in claims by
investors has been allowed, with US$794.9 million to be paid by
the Securities Investor Protection Corp.  Investors are expected
to receive additional distributions from money recovered by Mr.
Picard from lawsuits or settlements.


BERNARD L. MADOFF: Picard Sues Jewish Group to Recover Donations
----------------------------------------------------------------
Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reports that Irving H. Picard, the trustee overseeing Bernard
Madoff's estate, on Friday sued the Jewish Association For
Services For The Aged seeking the return of $5.2 million in bogus
profits Mr. Madoff paid out before his massive fraud collapsed in
December 2008.

Ian Thoms at Bankruptcy Law360 reports trustee Irving Picard
lodged an adversary proceeding in the Southern District of New
York claiming the association withdrew money from Madoff that
exceeded their actual investments with the imprisoned fraudster.

JASA is a nonprofit that provides housing, meals, social programs
and advocacy for senior citizens in the New York area.

?The transfers received by defendant constitute non-existent
profits supposedly earned in the account, but, in reality, they
were other people's money,? Mr. Picard wrote in the lawsuit,
according to the report.

The report also relates JASA's president, David Warren, told the
New York Post that he was ?deeply disappointed? that Mr. Picard
filed the lawsuit.

              Keeping Hopes for Six-Year Suits Alive

Bill Rochelle, the bankruptcy columnist for Bloomberg News, notes
that Mr. PIcard is keeping his options open in case he succeeds in
overturning a ruling that he can only sue the owners of the
New York Mets for fictitious profits taken out within two years
before bankruptcy.

Mr. Rochelle recounts that in a September opinion, U.S. District
Judge Jed Rakoff concluded that the so-called safe harbor in
federal bankruptcy law doesn't permit Irving Picard, the trustee,
from suing for six years of false profit under New York State law.
Judge Rakoff limited the trustee to suing for two years of profits
under federal law.

In a complaint filed last week, Mr. Picard sued Jewish Association
for Services for the Aged seeking to recover $5.2 million in false
profit taken from the Madoff firm within six years.

Mr. Rochelle notes that district judges in New York disagree on
the two year-six year question. U.S. District Judge Kimba M. Wood
didn't allow an appeal from a determination by the bankruptcy
judge that six-year suit can go ahead.  To resolve the question,
Mr. Picard filed papers this month looking for an accelerated
appeal to the U.S. Court of Appeals to decide if suits can go back
six years or only two.

According to Mr. Rochelle, if the trustee were to sue the Jewish
Association only going back two years, and if appeals courts years
later rule he could have sued for six years, the longer-term claim
would have been time-barred.  To keep his options open in case the
appeals court rules in his favor, Mr. Picard is suing for six
years of recoveries.

The new lawsuit is Picard v. Jewish Association for Services for
the Aged, 11-02773, U.S. Bankruptcy Court, Southern District 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 Dec. 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 July 15, 2011, a total of US$6.88 billion in claims by
investors has been allowed, with US$794.9 million to be paid by
the Securities Investor Protection Corp.  Investors are expected
to receive additional distributions from money recovered by Mr.
Picard from lawsuits or settlements.


BERNARD L. MADOFF: Sues Citigroup Unit to Recover $130 Million
--------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Citigroup Global
Markets Ltd. is facing a lawsuit seeking to claw back $130 million
in redemption payments it received from Fairfield Sentry Ltd., the
biggest feeder of investor funds into Bernard Madoff's massive
Ponzi scheme.

                      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 Dec. 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 July 15, 2011, a total of US$6.88 billion in claims by
investors has been allowed, with US$794.9 million to be paid by
the Securities Investor Protection Corp.  Investors are expected
to receive additional distributions from money recovered by Mr.
Picard from lawsuits or settlements.


BIG WHALE: DSC Advisors OK'd as Consultant and Witness in Case
--------------------------------------------------------------
The Hon. James E. Shapiro Bankruptcy Court for the Eastern
District of Wisconsin authorized The Big Whale, LLC, to employ DSC
Advisors, as a consultant and witness in its Chapter 11
proceedings.

DSC told the Court that it will charge $350 per hour for Howard A.
Schoenfeld's services and $250 per hour for the services of Robert
Williams, an associate at DSC.  In addition, if DSC is required to
travel and testify at a hearing related to the work performed by
DSC, travel costs, reasonable expenses, and additional hourly fees
can be charged to the Debtor.  DSC will hold the $10,000 retainer
that will be paid by the Debtor in an escrow account until DSC's
fees have been approved by the Court pursuant to Section 330 of
the Bankruptcy Code.

The fee cap for DSC's fees and expenses is $10,000.  If the cap
will be exceeded, DSC will file a motion with the Court to
increase the fee cap.

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

                      About The Big Whale

The Big Whale, LLC, owns 49 parcels of real property in Milwaukee
County, Wisconsin.  Those properties contain 138 rentable
residential and commercial units.  The Big Whale owns one
industrial warehouse property, which is leased to various
commercial/manufacturing tenants that operate their respective
businesses in the building.  The rental units are used to produce
rental income from individual residential and commercial tenants.
The Big Whale is managed by Steve Lindner and his sister, Debra
Lindner.

The Big Whale, LLC, filed for Chapter 11 bankruptcy protection
(Bankr. E.D. Wisc. Case No. 11-23756) on March 21, 2011.  In its
schedules, the Debtor disclosed $12,278,647 in total assets and
$13,613,203 in total liabilities as of the Petition Date.  Jerome
R. Kerkman, Esq., and Justin M. Mertz, Esq., at Kerkman & Dunn, in
Milwaukee, Wisconsin, serves as the Debtor's bankruptcy counsel.


BISCAYNE PARK: Court Denies Deal With WalMart, OKs Case Dismissal
-----------------------------------------------------------------
The Hon. A. Jay Cristol of the U.S. Bankruptcy Court for the
Southern District of Florida:

   1. approved, in part, the compromise of Biscayne Park LLC with
   Peckar & Abramson and Wal-Mart Stores East LP, as:

   -- the motion is granted with respect to determination that the
   certain adversary proceeding, ADV. No. 10-209141-BKC-AJC-A, is
   included in the sale of the Debtor's assets to Madison Realty
   Capital, L.P. (together with its designee, Biscayne Park
   Acquisition Group LLC), finding it was transferred; and

   -- the motion is denied with respect to approval of the
   settlement.  The denial of the motion is without prejudice to
   renewal.

   2. dismissed the case with prejudice for 180 days from the
   entry of the Oct. 7, 2011, order.

The Court said in its order that it did not approve the settlement
agreement with Peckar & Abramson and Wal-Mart Stores because the
settlement contained a bar date order against the Debtor's
principal or shareholders which was not negotiated with them.  The
Court does not find it reasonable or appropriate to bind third
parties who are not a party to the settlement agreement.

As reported in the Troubled Company Reporter on Sept. 19, 2011,
Teresa Cardenas, an interested party asked the Court to dismiss
the case.

Ms. Cardenas' lawyer, Scott Alan Orth, Esq., at the Law Offices of
Scott Alan Orth P.A., in Hollywood, Florida, said the bankruptcy
case no longer serves any purpose and that Biscayne will only
incur fees and costs if the case continues.

Mr. Orth also said that most of the assets of Biscayne, including
the debtor-in-possession account, have already been sold.

Early this year, Biscayne also proposed the dismissal of its
bankruptcy case.  The move came after the Court confirmed the sale
of the company's assets to Madison Park Realty LP.

Madison, which has an allowed claim of roughly $10.6 million
secured by the assets, emerged as the winning bidder at a court-
ordered auction on Dec. 1, 2010.

                      About Biscayne Park LLC

Miami, Florida-based Biscayne Park LLC filed for Chapter 11
bankruptcy protection (Bankr. S.D. Fla. Case No. 10-20941) on
April 26, 2010.  Joel M. Aresty, Esq., who has an office in North
Miami Florida, assisted the Company in its restructuring effort.
The Company disclosed $13.3 million in assets and $14.3 million in
liabilities as of the Petition Date.


BJ'S WHOLESALE: S&P Assigns 'B+' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to BJ's Wholesale Club Inc.  The outlook is stable.

"At the same time, we assigned our 'B+' issue-level rating with a
'3' recovery rating to the company's $1.075 billion first-lien
term loan. The '3' recovery rating indicates our expectation for
meaningful (50%-70%) recovery of principal in the event of a
payment default. We also assigned a 'B-' issue-level rating with a
'6' recovery rating to the company's $200 million second-lien term
loan. The '6' recovery rating indicates our expectation for
negligible (0%-10%) recovery of principal in the event of a
payment default," S&P said.

"We do not rate the company's $900 million asset-based loan (ABL)
revolving credit facility, of which about $375 million was drawn
at close of the transaction," S&P related.

Leonard Green & Partners L.P. and CVC Capital used the facilities,
together with $390 million net sale leaseback proceeds and a $630
million equity contribution, to buy BJ's for about $2.8 billion,
excluding fees and expenses.

"Our ratings on BJ's reflect our expectation that the company's
strategy of focusing on necessities and lower prices will continue
to drive sales and profitability over the near term," said
Standard & Poor's credit analyst Mariola Borysiak. This should
lead to better credit metrics from those on a pro forma basis that
will characterize the company's financial risk profile as
highly leveraged.


BLACKWELL FUNERAL: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Blackwell Funeral Home, Inc
        1292 Rauhut Street
        Burlington, NC 27217

Bankruptcy Case No.: 11-11565

Chapter 11 Petition Date: October 13, 2011

Court: U.S. Bankruptcy Court
       Middle District of North Carolina (Greensboro)

Debtor's Counsel: Wayne E. Crumwell, Esq.
                  WAYNE E. CRUMWELL, ATTORNEY AT LAW
                  P.O. Box 1804
                  Reidsville, NC 27323-1804
                  Tel: (336) 342-5711
                  E-mail: bankcrumwell@aol.com

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

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

The Company's list of its five largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ncmb11-11565.pdf

The petition was signed by Faiger M. Blackwell, president.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Faiger M. Blackwell                   07-10406            03/21/07


BONDS.COM GROUP: Michael Sanderson Resigns as CEO
-------------------------------------------------
Michael O. Sanderson resigned from his position as Bonds.com
Group, Inc.'s Chief Executive Officer on Oct. 5, 2011.  Mr.
Sanderson will continue as the Company's Co-Chairman and a member
of the Company's Board of Directors.  As Co-Chairman, the Company
anticipates Mr. Sanderson will continue to have an important role
in the Company's operations and financing efforts.  In connection
with Mr. Sanderson's resignation as Chief Executive Officer, the
Company and Mr. Sanderson agreed that:

(1) Mr. Sanderson's base salary has been reduced from $300,000
to $200,000;

(2) Mr. Sanderson's resignation and reduction in base salary
will not result in his right to receive any severance
payments or other severance or termination benefits under
his existing Employment Agreement; and

(3) Mr. Sanderson will have the right to receive the severance
benefits payable under his existing Employment Agreement if
the Company's Board of Directors removes him or does not
re-elect him as Co-Chairman, in each case, without cause.

The Company has not appointed a new Chief Executive Officer.  As a
result of Mr. Sanderson's resignation as Chief Executive Officer,
George O'Krepkie, the Company's President, will report directly to
the Company's Board of Directors.

Additionally, on Oct. 5, 2011, George O'Krepkie, the Company's
President, was elected to the Company's Board of Directors to fill
the vacancy created by Jeffrey M. Chertoff's resignation.

The Company and Mr. O'Krepkie are parties to an Employment
Agreement, dated Feb. 2, 2011, and stock option awards.

                      About Bonds.com Group

Based in Boca Raton, Florida, Bonds.com Group, Inc. (OTC BB: BDCG)
-- http://www.bonds.com/-- through its subsidiary Bonds.com,
Inc., serves institutional fixed income investors by providing a
comprehensive zero subscription fee online trading platform.  The
Company designed the BondStation and BondStationPro platforms to
provide liquidity and competitive pricing to the fragmented Over-
The-Counter Fixed Income marketplace.

The Company differentiates itself by offering through Bonds.com,
Inc. an inventory of more than 35,000 fixed income securities from
more than 175 competing sources.  Asset classes currently offered
on BondStation and BondStationPro, the Company's fixed income
trading platforms, include municipal bonds, corporate bonds,
agency bonds, certificates of deposit, emerging market debt,
structured products and U.S. Treasuries.

The Company's balance sheet at June 30, 2011, showed $5.71 million
in total assets, $11.36 million in total liabilities, and a
$5.64 million stockholders' deficit.

The Company reported a net loss of $12.51 million on $2.71 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $4.69 million on $3.90 million of revenue during the prior
year.

As reported by the TCR on May 9, 2011, Daszkal Bolton LLP, in Boca
Raton, Fla., in its audit reports for the years ended Dec. 31,
2009, and Dec. 31, 2010, expressed substantial doubt about the
Company's ability to continue as a going concern.  The auditors
noted that the Company has sustained recurring losses and has
negative cash flows from operations.


BORDERS GROUP: Customers' Opt Out Deadline Expired Oct. 15
----------------------------------------------------------
The Federal Trade Commission said customers of Borders
Group that they had until October 15, 2011, to decide whether to
opt out of having their personal contact information and
purchasing history shared with Barnes and Noble, Inc., according
to an October 6, 2011 statement posted on its Web site.

The agency notes that as part of Borders' sale of assets in a
bankruptcy proceeding, Barnes and Noble is acquiring customer
information from Borders, including email addresses and purchase
histories.  Consumers can opt out of having Borders share that
information, but they must do it before the October 15 deadline.

An e-mail from Barnes and Noble with a subject line that reads
"Important Information Regarding Your Borders Account" explains
how you may opt out of having your information transferred to
Barnes and Noble.  Information on how to opt out also is
available at borders.com, and barnesandnoble.com.

The FTC, the nation's consumer protection agency, is not
recommending any particular action.  Whether consumers choose to
opt out or not is up to them.

The Federal Trade Commission works for consumers to prevent
fraudulent, deceptive, and unfair business practices and to
provide information to help spot, stop, and avoid them.  To file
a complaint in English or Spanish, visit the FTC's online
Complaint Assistant or call 1-877-FTC-HELP (1-877-382-4357).  The
FTC enters complaints into Consumer Sentinel, a secure, online
database available to more than 2,000 civil and criminal law
enforcement agencies in the U.S. and abroad.  The FTC's Web site
provides free information on a variety of consumer topics.  Like
the FTC on Facebook and follow us on Twitter.

In connection, the Hawai'i State Office of Consumer Protection
issued a statement on October 9, 2011, urging customers of the
now-defunct Borders booksellers to know their rights regarding
the proposed transfer of their personal information to Barnes &
Noble.

"It is important for Borders' customers to be aware of an
important and time- sensitive issue regarding the personal
information they may have shared with the company," said Bruce
Kim, Executive Director of the State Office of Consumer
Protection.

The customer information being transferred to Barnes & Noble
includes:

   Information customers shared with Borders' Web site including
   their name, address, and e-mail address.

   Information collected from customers in the Borders Rewards
   loyalty program, including their names, addresses, e-mail
   addresses and purchase history.  This purchase history will
   not include the titles of video materials (i.e., DVDs or VHS
   tapes) purchased by the customers.

   E-mail addresses from customers who wished to receive special
   offers from Borders.

Credit card and financial account information will not be
transferred.

Once the customer's information is transferred to Barnes & Noble,
it will be protected under the Barnes & Noble privacy policy,
which is available on the company's website at:

   http://www.barnesandnoble.com/help/cds2.asp?PID=25560

The Office of Consumer Protection is a division of the State of
Hawaii Department of Commerce and Consumer Affairs, created in
1969 to protect the interests of consumers and legitimate
businesses.  The primary purpose of the office is to promote fair
and honest business practices by investigating alleged violations
of consumer protection laws, by taking legal action to stop
unfair or deceptive practices in the marketplace, and by
educating the consumer public and businesses regarding their
respective rights and obligations.

                       About Borders Group

Borders Group operated book, music and movie superstores and mall
based bookstores under the Borders, Waldenbooks, Borders Express
and Borders Outlet names, as well as Borders-branded airport
stores in the United States.  At Jan. 29, 2011, the Company
operated 639 stores in the United States and 3 in Puerto Rico.
The Company also operated a proprietary e-commerce Web site --
http://www.Borders.com/-- launched in May 2008, which included
both in-store and online e-commerce components.  As of Feb. 11,
2011, Borders employed a total of 6,100 full-time employees,
11,400 part-time employees, and roughly 600 contingent employees.

Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.

David M. Friedman, Esq., David S. Rosner, Esq., Andrew K. Glenn,
Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres &
Friedman LLP, in New York, serve as counsel to the Debtors.
Jefferies & Company's Inc. is the financial advisor.  DJM Property
Management is the lease and real estate services provider.  AP
Services LLC is the interim management and restructuring services
provider.  The Garden City Group, Inc., is the claims and notice
agent.

Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, serve as counsel to the DIP Agents.

Lowenstein Sandler represents the official unsecured creditors
committee for Borders Group.  Bruce S. Nathan and Bruce Buechler,
members of Lowenstein Sandlers' Bankruptcy, Financial
Reorganization & Creditors' Rights Group, are leading the team.

The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010

Borders is completing going-out-of-business sales that
began at all of its remaining locations in July. The creditors?
committee said before the liquidation began that Borders
expected to generate $252 million to $284 million in cash from
the sales. Borders is selling store leases separately. Borders
selected proposals by Hilco and Gordon Brothers to conduct going
out of business sales for all stores after no going concern offers
of higher value were submitted by the deadline.

Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Borders Group Inc., the United States' second
largest bookstore chain.  (http://bankrupt.com/newsstand/or
215/945-7000


BOUNDARY BAY: Amends Plan After Citizens Bank Deal
--------------------------------------------------
Boundary Bay Capital, LLC, has filed an amended Chapter 11 plan of
reorganization and an explanatory disclosure statement after
agreeing to a settlement with Citizens Bank of Pennsylvania.  The
Bank had earlier objected to the first Chapter 11 plan.

Under the plan, creditors holding unsecured claims will become the
new owners of the Debtor and all the equity interests of the
current owners will be terminated.  Secured creditors will be paid
through the surrender or sale of their collateral or through
payments over time, in some cases on a restructured basis.  The
payments under the Plan will be funded through the proceeds of a
post-petition loan, sales of assets, and funds generated through
operations.  The Debtor will make periodic distributions to
creditors as net proceeds become available.

The Debtor believes that, in the absence of the Chapter 11
reorganization and the confirmation of the Plan, the Debtor's
assets would be liquidated at substantially discounted prices,
leaving much less to pay creditors.  The Plan, on the other hand,
allows the Debtor to maximize the return to creditors through the
orderly administration of its assets.  For example, the real
property assets being sold will be sold over sufficient time
periods to generate the highest potential recoveries.  The Debtor
will continue to collect its good receivables and will not have to
liquidate them on a discounted basis.  As to loans owned by the
Debtor that are in default, the Debtor may take possession of the
collateral and then monetize it for the benefit of creditors.  In
furtherance of this process, the Debtor will address the current
challenges impacting the assets, such as pending litigation, which
if not resolved will severely undermine the value of the assets
available for distribution.

The classes of claims and their treatment under the Plan are:

     A. Administrative Claims is composed of professional fee
        claims estimated to be $90,000.  Administrative claims
        will be paid in full on the later of the Effective Date or
        10 business days after the Court enters a Final Order
        allowing the claim.

     B. Priority Tax Claims are owed to the Franchise Tax Board
        estimated to total $94,377.  The Franchise Tax Board
        claims will be paid in full the allowed amount no more
        than five years from the entry of the Order.

     C. Class 1(a) Secured Claim of Parties to the 8% Secured Note
        ? 1st Lien on 1st LV Notes are estimated to be approx.
        $160,000-$1,000,000.  The secured creditors in this class
        will be paid according to terms of their notes, except
        that the payments will be due for all the notes within 36
        months after the Effective Date of the Plan.

     D. Class 1(b) Secured Claim of Enhanced Income Fund I, LLC ?
        1st Lien on 2nd LV Notes totaling $3,722,833.  The
        secured creditor will receive monthly payments calculated
        based on an interest rate of 6% per annum beginning 19
        months after the Effective Date and amortization over 25
        years.  The Allowed Secured Claim will be paid in full
        within 7 years after the Effective Date.

     E. Class 2(a) Secured Claim of Charles Dunn Capital, LLC ?
        2nd Lien on Murrieta Property totaling $265,727.78.
        The secured creditor will receive monthly payments
        calculated based on an interest rate of 5.5% per annum
        and amortization over 25 years.  The Allowed Secured Claim
        will be paid in full within 7 years after the Effective
        Date.

     F. Class 2(b) Secured Claim of Enhanced Income Fund I, LLC ?
        3rd Lien on Murrietta Property totaling $531,833.  The
        secured creditor in this class will receive monthly
        payments calculated based on an interest rate of 6.5% per
        annum beginning 19 months after the Effective Date and
        amortization over 25 years.  The Allowed Secured Claim
        will be paid in full within 7 years after the Effective
        Date.

     G. Class 2(c) Secured Claim of Riverside County Treasurer ?
        Tax Collector ? 1st Lien on Murrieta Property totaling
        $143,393.  The Riverside County Treasurer-Tax Collector
        will be paid in full the allowed amount of its Claim on
        the Effective Date or as soon as reasonably practicable
        thereafter, but in no event more than five years from the
        entry of the Order for Relief.

     H. Class 3a Secured Claim of CBT ? 2nd Lien on interest in
        PCH totaling $2,630,116.  The Debtor will abandon its
        interests in the Pacific Coast Highway (PCH) property to
        California Bank & Trust (CBT) in full satisfaction of its
        Claim and CBT will have no further Claim against the
        Debtor.

     I. Class 3b Secured Claim of Orange County Treasurer-Tax
        Collector ? 1st Lien on PCH Property totaling $70,320.52.
        The Orange County Treasurer-Tax Collector will not
        receive a Distribution under the Plan.  Instead, the
        secured creditor will retain all of its rights against the
        PCH Property, which the Debtor is not retaining.

     J. Class 4 Secured Claim of Los Angeles County Treasurer-Tax
        Collector ? Lien on Ventura Property whose claim amount is
        unknown.  The Los Angeles County Treasurer-Tax Collector
        will not receive a Distribution under the Plan.  Instead,
        the secured creditor will retain its rights against the
        Ventura Property, which is no longer owned by the Debtor.

     K. Class 5 Disputed Secured Claims estimated to be
        $1,065,169.36.  The Debtor has objected to the secured
        Proofs of Claim filed by these creditors.  There is no
        collateral securing these claims and the Parties in this
        Class will be afforded the treatment of a General
        Unsecured Creditor in Class 8(a).  If the objection is
        overruled, the Parties will be paid the present value of
        their secured claim over time.

     L. Class 6 Priority Unsecured Claims ? IRA Resources Inc. FBO
        Lisa Maulit totaling $40,805.09.  The Debtor has objected
        to this Claim.  If the objection is sustained the Claim
        will be afforded the treatment of General Unsecured
        Creditors in Class 8(a). The Claim will be paid in full
        within 30 days after the Effective Date if the Claim is
        Allowed as a Priority Unsecured Claim.

     M. Class 7 Priority Unsecured Claim ? Los Angeles County
        Treasurer-Tax Collector totaling $19,058.61.  The Los
        Angeles County Treasurer-Tax Collector will be paid in
        full the allowed amount of its Claim on the Effective Date
        or as soon as reasonably practicable thereafter, but, in
        no event, more than five years from the entry of the Order
        for Relief.

     N. Class 8(a) General Unsecured Claims estimated to total not
        less than $45,027,622.34.  Each Class 4(a) general
        unsecured creditor will receive a pro rata share of the
        new equity interests in the Reorganized Debtor based on
        the amount of creditors Allowed Unsecured Claim.  The
        holders of New Equity Interests will ultimately receive
        the Net Proceeds of the Debtor's assets as they become
        available.

     O. Class 8(b) General Unsecured Claim of Orange County
        Business Bank (OCBB) estimated to be $816,514.24.  OCBB
        may look to its collateral, the Ventura Property, which
        is owned by a non-debtor, Covenant Opportunity Fund, for
        the full satisfaction of its claim.  Covenant Opportunity
        Fund will agree to become obligated with respect to the
        OCBB liability.  OCBB will not receive any payment from
        the Debtor.

     P. Class 8(c) General Unsecured Claims of less than $2,000
        will be paid 15% of the value of the Claim on the
        Effective Date.

     Q. Class 9 Interest Holders will be cancelled, annulled, and
        extinguished.  No Distribution of any kind will be made
        on account of any existing Membership Interests.

The hearing on the disclosure statement is scheduled on
Nov. 16, 2011, at 9:30 A.M.

A copy of the disclosure statement is available for free at:

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

                        About Boundary Bay

Boundary Bay Capital, LLC, is a California limited liability
company with its headquarters in Irvine, California.  The Company
was in the business of making loans secured by liens on real
property and notes secured by other secured notes (which, in turn,
are secured by liens or real property).  The Company also owns
some real property through foreclosure.

Boundary Bay Capital filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. Case No. 11-14298) on March 28, 2011.  Evan D.
Smiley, Esq., and Hutchison B. Meltzer, Esq., at Weiland, Golden,
Smiley, Wang Ekvall & Strok, LLP, in Costa Mesa, Calif., serve as
the Debtor's bankruptcy counsel.

Affiliate Cartwright Properties, LLC, filed a separate Chapter 11
petition (Bankr. C.D. Calif. Case No. 10-17823) on June 9, 2010.

In its schedules, the Debtor disclosed $15,876,118 in assets
and $54,448,485 in liabilities.


BPP TEXAS: Court Confirms Reorganization Plan
---------------------------------------------
Judge Brenda Rhoades has confirmed BPP Texas, LLC, and its
affiliates second amended modified joint consolidated plan of
reorganization after reaching a compromise with Citizens Bank of
Pennsylvania.

Under the Plan, BPP Plan Funding LLC, an insider of the Debtors,
will provide the Debtors with $1,500,000 in cash, to be used by
the Reorganized Debtors to make various payments required by the
Plan, including for Allowed Priority Claims, Allowed
Administrative Claims, and the Franchisor Claims.  No creditor
will have any lien or interest in the Plan Funding.

The obligations of the Reorganized Debtors to fund their monetary
obligations under the Plan will be funded from the following
sources: (i) cash on hand and on deposit; (ii) the Plan Funding;
(iii) revenue and income from the operation of the Hotels after
the Effective Date; (iii) proceeds from the sales of the Hotels;
(iv) cash remaining after the sale of the Hotels; (v) the Interest
Guarantee; and (vi) the Franchisor Guarantee.  Potential
additional sources of funding, which mayor may not be realized,
include potential tax refunds, potential Avoidance Actions, and
the potential that the Lender may recover funds from the
Guarantors, which would be credited against the Reorganized
Debtors' outstanding obligations, if any, to the Lender.

The classification of claims under the Plan is as follows:

     A. Allowed Administrative Claims, including professional
        claims and cure claims, will receive (i) the amount of
        allowed claim, in cash, and without interest, attorney's
        fees, or costs, on the earlier of: (a) 10 Business Days
        after the Effective Date; or (b) the date that is 10
        business days after the claim becomes an allowed claim; or
        (ii) other treatment as may be agreed upon in writing by
        the holder of the Claim and the Debtors.

     B. Class 1 (Allowed Priority Claims) will be paid: (i) the
        amount of allowed claim, in cash, and without interest,
        attorney's fees, or costs, on the earlier of: (a) 10
        business days after the Effective Date if by then Allowed
        or 10 days after the claims objection deadline if no
        objection is filed; or (b) the date that is 10 business
        days after the claim is allowed; or (ii) such other
        treatment as may be agreed upon in writing by the holder
        of such Claim and the Debtors or the Reorganized Debtors

     C. Class 2 (Secured Tax Claims) will be paid in full at the
        closing of any sale of the Hotel to which the Claim and
        resulting lien attaches, as a condition of the sale,
        either from the gross proceeds of the sale or from cash
        held by the Reorganized Debtors.

     D. Class 3 (Lender Secured Claim) is allowed as a Secured
        Claim in the amount of $67,400,835.06.  The Reorganized
        Debtors will commence selling the Hotels as of the
        Effective Date, and will complete selling all of the
        Hotels by July 31, 2015.  The Reorganized Debtors will
        have the discretion to determine when, and in which order,
        to sell which of the Hotels, provided that the Plan
        obligates the Debtors to sell the following quantities of
        Hotels under the following timeline: by the first
        anniversary of the Effective Date, the Debtors will have
        sold four of the Hotels; by the second anniversary of the
        Effective Date, the Debtors will have sold nine of the
        Hotels; and by the third anniversary of the Effective
        Date, the Debtors will have sold 14 of the Hotels.

     E. Class 4 (Conditional Lender Deficiency Claims) are to be
        considered null and void.

     F. Class 5 (Franchisor Claim) is allowed as an unsecured
        claim in the amount of $930,301.  The Debtors will pay
        the Franchisor Claim as follows:

        1. $630,301 payable within 10 days of the Effective
           Date, less amounts paid to the Franchisor as part of
           the sale of the Austin, Texas hotel and the assumption
           of the franchise agreement for the Mayfair Road,
           Milwaukee hotel; and

        2. $300,000 payable in 24 consecutive monthly installments
           of $12,500 per installment beginning 30 days after the
           Effective Date and proceeding on the first day of the
           following 23 months until paid in full;

        3. provided, however, that if any of the Hotels are sold,
           transferred, assigned, foreclosed upon or conveyed by
           the Debtors to the Lender or any other party prior to
           full payment of the Franchisor Claim, then upon the
           effective date of each transfer, the Debtors will pay
           Franchisors $30,000 until the Franchisor Claim is paid
           in full.  All Transfer Payments will be applied to the
           outstanding amount of the Franchisor Claim and the
           amount of the installment payments will be adjusted to
           account for Transfer Payments such that the then
           outstanding amount of the Franchisor Claim will be paid
           by Debtors over the 24-month period.

     G. Class 6 (General Unsecured Claims) will be paid as
follows:

        1. 50% of the principal amount of each Class 6 Claim will
           be paid in cash by the Reorganized Debtors on the
           earlier of: (a) 10 business days after the Effective
           Date or 10 business days after the Claims Objection
           Deadline if no objection is timely filed; or (b) 10
           business days after the Claim becomes an Allowed Class
           6 Claim.

        2. The remaining 50% of the principal amount of each Class
           6 Claim, to the extent allowed, will be paid pro rata
           as between all Allowed Class 6 Claims from funds of the
           Debtors, to the extent the funds exist, after payment
           in full of the Class 3 Lender Secured Claim and the
           Class 4 Lender Claim, within 30 calendar days following
           the closing of the sale of the last of the Hotels.  To
           the extent funds remain with the Debtors after the
           payment of the principal in full, the funds will be
           distributed pro rata between all Allowed Class 6 Claims
           up to an amount that equals the amount of interest the
           second half of Allowed Class 6 Claims would accrue on
           and after the Effective Date through to the date of
           repayment of the second half at the rate of 2.8% simple
           interest per annum.

     H. Class 7 (Subordinated Claims) will be paid the allowed
        Claims only after all other Classes under the Plan are
        paid in full, including the Class 3 Lender Secured Claim,
        the Class 4 Lender Claim, the Class 5 Franchisor Claim,
        and the Class 6 Unsecured Claims, and the Plan Funding.

     I. Class 8 (Equity Interests) will retain its equity interest
        under the Plan; provided that no distribution or dividend
        will be paid to any holder of Class 8 Equity Interests
        unless and until all payments required by this Plan to be
        made to any Creditor and any Class are paid in full.

A copy of the Second Amended Plan of Reorganization is available
for free at http://bankrupt.com/misc/BPP_2ndamendedplan.pdf

                          About BPP Texas

Pittsburgh, Pennsylvania-based BPP Texas, LLC, along with BPP
Illinois, LLC, BPP Iowa, LLC, BPP Michigan, LLC, BPP Minnesota,
LLC, and BPP Wisconsin, LLC, own and operate 22 hotels located in
Texas, Illinois, Iowa, Michigan, Minnesota, and Wisconsin.

BPP Texas and several affiliates filed for Chapter 11 bankruptcy
protection (Bankr. E.D. Tex. Lead Case No. 10-44378) on Dec. 21,
2010.  Davor Rukavina, Esq., and Jonathan Lindley Howell, Esq., at
Munsch Hardt Kopf & Harr, P.C., serve as the Debtors' bankruptcy
counsel.  In its schedules, BPP Texas disclosed $3,731,144 in
assets and $65,892,831 in liabilities as of the petition date.

Affiliates BPP Illinois, BPP Iowa, BPP Michigan, BPP Minnesota,
and BPP Wisconsin filed separate Chapter 11 bankruptcy petitions.
BPP Wisconsin estimated its assets at $10 million to $50 million
and debts at $50 million to $100 million.


CALYPTE BIOMEDICAL: Secures Funding to Conduct Clinical Trials
--------------------------------------------------------------
Calypte Biomedical Corporation has entered into a memorandum of
understanding with a private investor to secure funding needed to
complete the FDA approval procedures for the new product AWARE 2.
The MoU contemplates an initial investment of at least $1,000,000
through 2012, contingent upon the Company following an agreed upon
budget plan, and potentially up to $4,000,000 from additional
investors.

As announced on March 2, 2011, Calypte successfully completed
internal trials on its new AWARE 2 HIV-1/2 oral fluid rapid test,
which showed an accuracy of 100%.  Based on these promising
results, Calypte has contacted the FDA and started the process to
conduct clinical trials.

"We are extremely pleased that we were able to secure this
investment," stated Adel Karas, CEO of Calypte. "It shows
continued support and belief in Calypte Biomedical, and was a
critical milestone allowing us to move forward with the FDA
clinical trials of our AWARE 2 product that has the potential to
significantly improve HIV testing and early diagnosis."

                     About Calypte Biomedical

Portland, Oregon-based Calypte Biomedical Corporation develops,
manufactures, and distributes in vitro diagnostic tests, primarily
for the diagnosis of Human Immunodeficiency Virus ("HIV")
infection.

The Company's balance sheet at March 31, 2011, showed
$2.39 million in total assets, $6.70 million in total liabilities,
and a $4.30 million total stockholders' deficit.

Odenberg, Ullakko, Muranishi & Co. LLP, in San Francisco,
California, expressed substantial doubt about Calypte Biomedical's
ability to continue as a going concern.  The independent auditors
noted that the Company has suffered recurring operating losses and
negative cash flows from operations, and management believes that
the Company's cash resources will not be sufficient to sustain its
operations through 2011 without additional financing.

"At Dec. 31, 2010, and 2009, we had working capital deficits of
$3.5 million and $16.6 million, respectively, the Company said in
the filing.  "As of Dec. 31, 2009, the $11.6 million outstanding
under our Credit Facility and Convertible Notes was under default.
Our cash on hand and existing sources of cash are insufficient to
fund our cash needs over the next twelve months under our current
capital structure."

The Company reported net income of $8.8 million on $444,000 of
product sales for 2010, compared with a net loss of $3.6 million
on $726,000 of product sales for 2009.

The Company recorded a gain on transfer of assets of $2.3 million
and a gain on restructuring of notes of $8.5 million in 2010,
absent in 2009.

                        Bankruptcy Warning

The Company does not have any long term agreement for capital
infusion at this point in time.  As the Company's cash flows from
its operating and investing activities are currently not adequate
to sustain its operations, if the Company is unable to raise
capital, the Company will likely be unable to continue its
operations.  Failure to obtain additional financing will likely
cause the Company to seek bankruptcy protection under Chapter 7 of
the U.S. Bankruptcy Code.


CANO PETROLEUM: Delays 10-K, Expects $205MM Operating Loss
----------------------------------------------------------
Cano Petroleum, Inc., is unable to file its annual report on Form
10-K for the year ended June 30, 2011 within the 15-day extended
period afforded to it pursuant to the Notification of Late Filing
on Form 12b-25 that Cano filed with the Securities and Exchange
Commission on Sept. 29, 2011.  Cano is delayed in filing its
annual report because revisions to its estimated proved reserves,
along with the associated impairment and tax consequences, require
additional time for Cano to prepare and review the filing.

Cano anticipates that it will file its Form 10-K on or before,
Oct. 19, 2011.

Cano anticipates, on an unaudited basis, to incur a loss from
continuing operations before income taxes of $204.6 million for
the year ended June 30, 2011, compared to a loss from continuing
operations before income taxes of $20.1 million for the year ended
June 30, 2010.  The significant change results primarily from an
impairment of estimated proved reserves of approximately $172.9
million, which the Company anticipates recording upon the
completion of its review of the financial statements.

                  Proved Undeveloped Reserves and
              Proved Developed Non-Producing Reserves

The Company anticipates reporting that as of June 30, 2011, it
does not have reportable estimated proved undeveloped reserves or
estimated proved developed non-producing reserves.  This is a
decrease of approximately 34.2 million barrels of oil equivalent
from the estimated proved undeveloped reserves and a decrease of
approximately 2.3 million barrels of oil equivalent from estimated
proved developed non-producing reserves reported by the Company as
of June 30, 2010.

These decreases primarily are the result of the application of the
requirements of the SEC's amended Rule 4-10 of Regulation S-X.
Among other things, guidance for Rule 4-10 of Regulation S-X for
the reporting of estimated proved undeveloped reserves requires
that a company must have adopted a development plan and have made
a final investment decision for the development of such reserves.
The mere intent to develop is not sufficient for reporting
estimated proved undeveloped reserves.  For all reserves, Rule 4-
10 of Regulation S-X requires that there must exist, or there must
be a reasonable expectation that there will exist, the financing
required to implement the development projects.  Due to the
Company's current financial constraints, including continued
losses, defaults under its loan agreements and Series D Preferred
Stock agreement, no available borrowing capacity, constrained cash
flow, negative working capital, and limited to no other capital
availability, the Company does not have a reasonable expectation
that it can obtain the financing required to implement these
projects within a reasonable time, even though the Company
believes these projects, in and of themselves, remain technically
feasible and economically attractive.  Therefore, the Company
anticipates recording the aforementioned impairment to its
reserves.

               Proved Developed Producing Reserves

The Company expects to report estimated proved developed producing
reserves as of June 30, 2011 of approximately 4.3 million barrels
of oil equivalent, a decrease of approximately 1.7 million barrels
of oil equivalent from the 6.0 million barrels of oil equivalent
reported by the Company as of June 30, 2010.  This anticipated
reduction primarily results from production of approximately 0.3
million barrels of oil equivalent for the year ended June 30, 2011
and an estimated reserve reduction of approximately 1.4 million
barrels of oil equivalent due to reserve revisions that the
Company believes will be principally the result of lower rates of
production performance than previously forecast in the Company's
reserve report dated June 30, 2010.

                       About Cano Petroleum

Cano Petroleum, Inc., 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 March 31, 2011, showed
$257.88 million in total assets, $137.10 million in total
liabilities, and $120.78 million in total stockholders' equity.

The Company reported a net loss of $11.5 million on $22.8 million
of revenue for fiscal year ended June 30, 2010, compared with a
net loss of $231,000 on $23.4 million of revenue for fiscal 2009.
The Company reported a net loss of $12.53 million on
$18.62 million of total operating revenue for the nine months
ended March 31, 2011, compared with a net loss of $11.77 million
on $16.36 million of total operating revenue for the same period a
year ago.

As reported by the Troubled Company Reporter on Sept. 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.

State Bank & Trust Acquires Assets and Deposits of Piedmont
Community Bank of Gray, Georgia from FDIC


CAPITOL INVESTMENTS: Trustee Recoups $19-Mil. for Ponzi Victims
---------------------------------------------------------------
Jay Weaver at the Miami Herald reports that Joel Tabas, the
bankruptcy trustee for Capitol Investments USA, has recovered
about $19 million for victims of convicted Ponzi schemer Nevin
Shapiro.

According to the report, a real sore point in the bankruptcy
battle has been Mr. Tabas' claim to recover the value of a 58-foot
Riviera yacht that Mr. Shapiro used not only to party with
University of Miami football players, but also to pay his lawyers,
Guy Lewis and Michael Tein, when he ran short of money in 2008.

Mr. Weaver says the trustee has sued Mr. Lewis, a one-time U.S.
attorney, and Mr. Tein, a former federal prosecutor, claiming they
should return their legal fees totaling $912,536 because their
firm was only representing Mr. Shapiro -- not his bankrupt
company, Capitol Investments USA.  Mr. Tabas claims Mr. Shapiro
improperly used the company's money to pay his personal legal
bills.

The report notes Capitol Investments was not charged as part of
Mr. Shapiro's $930 million Ponzi scheme, though it was the
business vehicle he used to swindle roughly 60 investors in
Florida, the Midwest and Northeast.

At his plea hearing last fall, Mr. Shapiro admitted he ripped
off new investors to pay back earlier ones, pocketing at least
$35 million himself.  His crime, one of the biggest financial
frauds in Florida, left Mr. Tabas with the challenge of recovering
and redistributing any left over money to his victims, notes Mr.
Weaver.

Mr. Weaver adds Mr. Tabas maintained that Mr. Shapiro's legal
payments to Messrs. Lewis and Tein were "fraudulent transfers"
from his company, Capitol Investments, which operated under the
guise of a brokerage business that bought bulk groceries in one
part of the country and sold them in another part between 2005 and
2009, according to court papers.  For much of that period, the
firm generated no actual income.

Bradley Associates Limited Partnership, South Beach Chicago, LLC,
South Beach Chicago 2008, LLC, Relianz Mortgage, Inc., and Victor
Gonzalez filed an involuntary chapter 7 petition (Bankr. S.D. Fla.
Case No. 09-36408) against Capitol Investments USA, Inc., on
Nov. 30, 2009.  The Court appointed Joel L. Tabas as the trustee
on Dec. 16, 2009, and entered an order for relief on Dec. 30,
2009.  As reported in the Troubled Company Reporter on July 16,
2010, a federal grand jury indicted Nevin Shapiro, the former
owner and Chief Executive Officer of Capitol Investments USA, for
allegedly overseeing a $930 million Ponzi scheme linked to the
Debtors' purported wholesale grocery distribution business.  Mr.
Shapiro, 42, is serving a 20-year prison sentence.


CASTAIC PARTNERS: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------------
Debtor: Castaic Partners II, LLC
        800 Silverado Street, #301
        La Jolla, CA 92037

Bankruptcy Case No.: 11-44620

Chapter 11 Petition Date: October 14, 2011

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

Judge: Thomas Holman

Debtor's Counsel: David M. Gilmore, Esq.
                  GILMORE WOOD VINANRD & MAGNESS
                  P.O. Box 28907
                  Fresno, CA 93729-8907
                  Tel: (559) 448-9800

Estimated Assets: Not Stated

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

The petition was signed by William J. Barkett, managing member.

The Company's list of its largest unsecured creditors filed with
the petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Franchise Tax Board                State Taxes                $800
P.O. Box 942857
Sacramento, CA 94257-2021


CENTERTON MUNICIPAL: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Centerton Municipal Property Owners' Improvement District
        No. 3 - Versailles
        c/o Stephen Chaffin, Chairman
        Smith Capital Management
        8315 Cantrell Road
        Little Rock, AR 72227

Bankruptcy Case No.: 11-74614

Chapter 11 Petition Date: October 12, 2011

Court: U.S. Bankruptcy Court
       Western District of Arkansas (Fayetteville)

Debtor's Counsel: John T. Lee, Esq.
                  ATTORNEY AT LAW
                  P.O. Box 1348
                  Siloam Springs, AR 72761-1348
                  Tel: (479) 524-2337
                  Fax: (479) 524-3693
                  E-mail: jtlee.atty@cox-internet.com

Scheduled Assets: $2,615,122

Scheduled Debts: $8,448,823

The Company's list of its two largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/arwb11-74614.pdf

The petition was signed by Stephen Chaffin, chairman of the board
of commissioners.


CHISM & SONS: Case Summary & 16 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Chism & Sons Trucking Co., Inc.
        P.O. Box 301037
        Kansas City, MO 64130

Bankruptcy Case No.: 11-44802

Chapter 11 Petition Date: October 13, 2011

Court: U.S. Bankruptcy Court
       Western District of Missouri (Kansas City)

Judge: Jerry W. Venters

Debtor's Counsel: Erlene W. Krigel, Esq.
                  KRIGEL & KRIGEL, P.C.
                  4550 Belleview Avenue
                  Kansas City, MO 64111
                  Tel: (816) 756-5800
                  Fax: (816) 756-1999
                  E-mail: ekrigel@krigelandkrigel.com

Scheduled Assets: $1,403,431

Scheduled Debts: $1,041,620

The Company's list of its 16 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/mowb11-44802.pdf

The petition was signed by Keith Chism, president.


CLAIRE'S STORES: Bank Debt Trades at 14% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Claire's Stores,
Inc., is a borrower traded in the secondary market at 86.08 cents-
on-the-dollar during the week ended Friday, Oct. 14, 2011, an
increase of 2.71 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 275 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
May 29, 2014, and carries Moody's B3 rating and Standard & Poor's
B rating.  The loan is one of the biggest gainers and losers among
78 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                      About Claire's Stores

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

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

                          *     *     *

Claire's Stores, Inc., reported a net loss of $29.74 million on
$704.99 million of net sales for the six months ended July 30,
2011, compared with a net loss of $20.64 million on $656.31
million of net sales for the same period a year ago.

The Company's balance sheet at July 30, 2011, showed $2.83 billion
in total assets, $2.87 billion in total liabilities, and a $40.81
million stockholders' deficit.

                          *     *     *

Claire's Stores carries 'Caa2' corporate family and probability of
default ratings, with 'positive' outlook, from Moody's Investors
Service, and 'B-' issuer credit ratings, with 'stable' outlook,
from Standard & Poor's.

Moody's Investors Service in December 2010 upgraded Claire's
Stores' ratings, including its Corporate Family Rating and
Probability of Default Rating, to 'Caa2' from 'Caa3'.  The upgrade
reflects a decrease in Claire's probability of default given that
the company can now fully cover its interest expense.  This is due
to earnings improvement from solid comparable store sales growth,
improved merchandise margins, and continued expense discipline.


COSTA DORADA: Wants Until Oct. 30 to Propose Reorganization Plan
----------------------------------------------------------------
Costa Dorada Apartments Corp., asks the U.S. Bankruptcy Court for
the District of Puerto Rico to extend until Oct. 30, 2011, its
exclusive period to file a proposed chapter 11 plan of
reorganization.

In its second request for extension, the Debtor explains that it
needs additional time to compile relevant financial information,
specifically, new projections of the operations of the business
and the terms of a debt restructuring of the principal secured
debt; and negotiate with secured creditors to present a consented
plan and file a stipulation between parties.

                About Costa Dorada Apartments Corp.

Costa Dorada Apartments Corp., dba Villas De Costa Dorada, in
Isabela, Puerto Rico, filed for Chapter 11 bankruptcy (Bankr. D.
P.R. Case No. 11-03960) on May 10, 2011.  The Debtor disclosed
$10.7 million in assets and $8.6 million in liabilities as of the
Chapter 11 filing.  The petition was signed by Carlos R. Fernandez
Rodriguez, its president.

Wigberto Lugo Mender, Esq., at Lugo Mender & Co., in Guaynabo,
Puerto Rico, represents the Debtor as counsel.


CROSSOVER FINANCIAL: Creditors Want Chapter 11 Case Dismissed
-------------------------------------------------------------
Creditors of Crossover Financial I LLC ask the U.S. Bankruptcy
Court for the District of Colorado to dismiss the Debtor's Chapter
11 case.

According to the Creditors, the Debtor's sole asset is the land,
which is a vacant parcel of undeveloped raw land located in El
Paso County, Colorado.  There has been no activity on the land
since 2007.  There is no equity in the Land as the Debtor's debts
far exceed the value of the land.  There is no prospect in the
foreseeable future that the land can be developed or sold, and
there is little to no hope of the Debtor being able to obtain
financing to continue developing the land.

The creditors add that the Debtor has no employees, no ongoing
business operations, produces minimal cash flow and generates no
meaningful income.  The Debtor has had no cash since 2007 and has
been unable to obtain financing.

The Creditors further add that the Debtor's proposed liquidating
"plan" does not contemplate that the Debtor will have any
employees, cash flow or income upon a successful confirmation of
the plan.  Instead, the Debtor's "plan" vaguely proposes to
liquidate the Land at some unforeseen time in the distant future
to some unknown third party.  There has to be something more than
a vague plan for the development of its sole asset to avoid being
in bad faith.  The "plan" is being utilized as nothing more than a
means of delay and to prohibit Investors from exercising their
state court remedies.  The Debtor's lack of activity in the
Chapter 11 case is further evidence of its intent to cause delay
to the Investors.

Daniel K Usiak, Jr., Esq., at Usiak Law Firm, represents the
Creditors.

As reported in the Troubled Company Reporter on Oct. 7, 2011,
First Regional Bank asked the Court to dismiss the Debtor's
Chapter 11 case, citing that the Debtor has no employees, no
ongoing business operations, and minimal, if any, monthly income.
The bank added that the Debtor has not filed its monthly operating
reports for June and July 2011 and has not provided these reports
to the U.S. Trustee.  William A. Richey, Esq., at Weinman &
Associates P.C., represents the bank.

Crossover Financial I, LLC, based in Elizabeth, Colorado, filed
for Chapter 11 bankruptcy (Bankr. D. Colo. Case No. 11-24257) on
June 15, 2011.  Judge Sidney B. Brooks presides over the case.
Stephen C. Nicholls, Esq., at Nicholls & Associates, P.C., serves
as bankruptcy counsel.  In its petition, the Debtor estimated
assets and debts of $10 million to $50 million.  The petition was
signed by Mitchell B. Yellen.

Charles F. Mcvay, The United States Trustee for Region 19, said
that a committee under 11 U.S.C. Sec. 1102 has not been appointed
because an insufficient number of persons holding unsecured claims
against Crossover Financial I, LLC have expressed interest in
serving on a committee.


CYBERDEFENDER CORP: Sells $1.7 Million of Convertible Notes
-----------------------------------------------------------
CyberDefender Corporation, on July 27, 2011, completed the private
sale of $1,789,700 in aggregate principal amount of 9%
Subordinated Convertible Promissory Notes to 21 accredited
investors, including two independent directors of the Company,
pursuant to Securities Purchase Agreements.  Of that amount, the
Company received $1,500,000 in cash and the conversion into a Note
of an account payable in the amount of $289,700.  With the
exception of the Notes sold to the independent directors, the
Notes are convertible, at the election of the holders, into shares
of the Company's common stock at a conversion price of $0.72 per
share.  The Notes sold to the independent directors are
convertible, at their election, into shares of the Company's
common stock at a conversion price of $0.90 per share, unless the
Company's stockholders approve a conversion price of $0.72, as
required by Nasdaq Listing Rule 5635.  The Notes are due and
payable on Aug. 27, 2012, and are subordinate to certain senior
debt owed by the Company to GR Match, LLC, pursuant to the terms
and conditions of a Subordination Agreement among each investor,
the Company and GRM.

In addition, with the exception of the Company's independent
directors, each investor will receive one incentive share of the
Company's common stock for each dollar invested.  The independent
directors will receive their pro rata portion of the Incentive
Shares if approved by our stockholders.  The Incentive Shares will
be issued by the Company from its treasury following the transfer
to the Company of two million shares owned by Gary Guseinov, the
Company's chief executive officer, chairman of the board of
directors and co-founder.

Neither the Notes nor the common stock that may be issued upon the
conversion of the Notes nor the incentive shares have been issued
have been registered under the Securities Act of 1933, as amended,
and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements.

There were no underwriting discounts or commissions paid in
connection with the offering.

In connection with the sale of the Notes and to secure their
repayment, the Company entered into a Security Agreement with each
investor pursuant to which it granted to the investors security
interests subordinated to the security interest of GRM in the
Company's assets.

                        About CyberDefender

Los Angeles, Calif.-based CyberDefender Corporation is a provider
of remote LiveTech services and security and computer optimization
software and to the consumer and small business market.  The
Company's mission is to bring to market advanced solutions to
protect computer users against Internet viruses, spyware, identity
theft and related security threats.

The Company's balance sheet at June 30, 2011, showed $7.9 million
in total assets, $40.6 million in total liabilities, and a
stockholders' deficit of $32.7 million.

                      May Consider Bankruptcy

"We are presently engaged in active discussions for additional
investments by existing and prospective investors but we have no
funding commitments in place at this time and we can give no
assurance that such capital will be available on favorable terms,
or at all.  If we cannot obtain financing, then we may be forced
to further curtail our operations, or possibly be forced to
evaluate a sale or consider other strategic alternatives such as
bankruptcy," the Company said in Form 10-Q for the quarter ended
June 30, 2011.


CYBERDEFENDER CORP: Amendment to Stock Options Agreements Okayed
----------------------------------------------------------------
The board of directors of CyberDefender Corporation approved the
amendment of stock options agreements with its directors, officers
and certain employees and consultants to reduce the exercise price
of the options to purchase the Company's common stock that are
subject to the Agreements.  The exercise price will be reduced to
$0.735, the market closing price on Oct. 10, 2011.

The stock options were granted pursuant to the Company's 2005
Equity Incentive Plan and 2006 Equity Incentive Plan.

                        About CyberDefender

Los Angeles, Calif.-based CyberDefender Corporation is a provider
of remote LiveTech services and security and computer optimization
software and to the consumer and small business market.  The
Company's mission is to bring to market advanced solutions to
protect computer users against Internet viruses, spyware, identity
theft and related security threats.

The Company's balance sheet at June 30, 2011, showed $7.9 million
in total assets, $40.6 million in total liabilities, and a
stockholders' deficit of $32.7 million.

                      May Consider Bankruptcy

"We are presently engaged in active discussions for additional
investments by existing and prospective investors but we have no
funding commitments in place at this time and we can give no
assurance that such capital will be available on favorable terms,
or at all.  If we cannot obtain financing, then we may be forced
to further curtail our operations, or possibly be forced to
evaluate a sale or consider other strategic alternatives such as
bankruptcy," the Company said in Form 10-Q for the quarter ended
June 30, 2011.


DAIS ANALYTIC: Amends Form S-1 Registration Statement
-----------------------------------------------------
Dais Analytic Corporation filed with the U.S. Securities and
Exchange Commission Amendment No. 1 to Form S-1 registration
statement relating to a firm commitment public offering of
3,750,000 shares of the Company's common stock.

The public offering price for the common stock offered is
estimated to be between $3.00 and $5.00 per share.  The Company's
common stock is quoted on the OTC Bulletin Board under the symbol
"DLYT.OB ".  On Oct. 10, 2011, the last reported sale price for
the Company's common stock was $0.37 per share.  Immediately after
the effectiveness of the registration statement of which this
prospectus is a part, and prior to closing of this offering, the
Company will effect a reverse stock split anticipated to be on a
10-for-1 basis.  The proposed aggregate price of the shares
offered hereby assuming a midpoint price of $4.00 per share and
excluding shares that may be sold on exercise of the underwriter's
over- allotment option, is $15,000,000.

The Company has applied for listing of its common stock on the
NYSE AMEX Equities under the symbol "DLYT.  No assurance can be
given that the Company's application will be approved.  If the
application is not approved, the Company will not complete this
offering, the Company will not effect the 10-for-1 reverse stock
split and the shares of its common stock will continue to be
quoted on the OTC Bulletin Board.

A full-text copy of the amended prospectus is available for free
at http://is.gd/pnKykR

                        About Dais Analytic

Odessa, Fla.-based Dais Analytic Corporation has developed and
patented a nano-structure polymer technology, which is being
commercialized in products based on the functionality of these
materials.  The initial product focus of the Company is ConsERV,
an energy recovery ventilator.  The Company also has new product
applications in various developmental stages.

The Company reported a net loss of $1.43 million on $3.34 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $7.12 million on $1.53 million of revenue during the prior
year.

The Company's balance sheet at June 30, 2011, showed $2.97 million
in total assets, $9.29 million in total liabilities and a $6.32
million total stockholders' deficit.

Cross, Fernandez & Riley LLP, in Orlando, Fla., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's 2010 financial results.
The independent auditors noted that the Company has incurred
significant losses since inception and has a working capital
deficit and stockholders' deficit of $2,861,448 and $6,722,092 at
Dec. 31, 2010.


DEDICATED PHASE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Dedicated Phase I, Inc.
        734 W. Highland Avenue
        Phoenix, AZ 85013-2419

Bankruptcy Case No.: 11-28886

Chapter 11 Petition Date: October 13, 2011

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

Judge: Redfield T. Baum, Sr.

Debtor's Counsel: Carlos M. Arboleda, Esq.
                  ARBOLEDA BRECHNER
                  4545 E. Shea Boulevard, #120
                  Phoenix, AZ 85028
                  Tel: (602) 482-0123
                  Fax: (602) 482-4068
                  E-mail: arboledac@abfirm.com

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

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

The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/azb11-28886.pdf

The petition was signed by Jason M. Bonanza, president, CEO and
director.


DEEP DOWN: Flotation Contributes All Assets to CFT
--------------------------------------------------
Deep Down, Inc., and Flotation Technologies, Inc., a wholly-owned
subsidiary of Deep Down, entered into a Contribution Agreement
with Cuming Flotation Technologies, LLC, and Flotation Investor,
LLC, pursuant to which Flotation contributed all of its assets to
CFT in exchange for common units of CFT and the assumption by CFT
of all liabilities of Flotation.  Pursuant to the Contribution
Agreement, Deep Down contributed to CFT $1,400,000 and all of Deep
Down's rights and obligations under that certain Stock Purchase
Agreement, dated May 3, 2010, as amended, by and among Deep Down,
Cuming Corporation, and the stockholders of Cuming, in exchange
for common units of CFT.  Immediately following the transactions,
Deep Down and Flotation, in the aggregate, became 20% common unit
holders of CFT.  Concurrently with the closing of the
transactions, CFT contributed the net assets it acquired from
Flotation to Flotation Tech, LLC, a wholly-owned subsidiary of
CFT.

On Oct. 7, 2011, CFT executed that certain Stock Purchase
Agreement, by and between CFT and a Houston-based company pursuant
to which Buyer agreed to purchase from CFT (i) all of the issued
and outstanding shares of capital stock of Cuming, (ii) the shares
of 230 Bodwell Corporation, a subsidiary of Cuming, and (iii)
certain assets that, immediately prior to closing, were acquired
by Cuming, for a purchase price of $60,000,000.  Deep Down will
receive 20% of the common equity proceeds from the sale and will
be subject to 20% of any indemnity obligations over the indemnity
escrow amount (5%) pursuant to the Purchase Agreement.  That
indemnity obligation will be capped at the amount of proceeds Deep
Down receives pursuant to that certain Indemnification and
Contribution Agreement dated Oct. 7, 2011.  Deep Down's proceeds
received from the sale were approximately $6.4 million, which does
not include any potential earn-out payments.  The proceeds of
approximately $6.4 million are comprised of a $3.4 million return
of capital to Deep Down and Flotation and an estimated $3.0
million distribution of Deep Down and Flotation's share of the
profit on the sale. These sums do not include incremental proceeds
anticipated from the return of escrow or future earnout payments.

A full-text copy of the Indemnification and Contribution Agreement
is available for free at http://is.gd/PTGliw

                          About Deep Down

Houston, Tex.-based Deep Down, Inc. --
http://www.deepdowncorp.com/-- is an oilfield services company
specializing in complex deepwater and ultra-deepwater oil
production distribution system support services, serving the
worldwide offshore exploration and production industry.

The Company reported a net loss of $17.41 million on
$42.47 million of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $16.78 million on $28.81 million of
revenue during the prior year.

The Company's balance sheet at June 30, 2011, showed
$29.30 million in total assets, $8.68 million in total
liabilities, and $20.62 million in total stockholders' equity.

During the Company's fiscal years ended Dec. 31, 2010 and 2009,
the Company has supplemented the financing of its capital needs
through a combination of debt and equity financings.  Most
significant in this regard has been the Company's debt facility
the Company has maintained with Whitney National Bank.  The
Company's loans outstanding under the Amended and Restated Credit
Agreement with Whitney become due on April 15, 2012.  The Company
will need to raise additional debt or equity capital or
renegotiate the existing debt prior to such date.  The Company is
currently in discussions with several lenders who have expressed
interest in refinancing its debt.  The Company's plan is to
refinance the outstanding indebtedness under the Restated Credit
Agreement or seek terms with Whitney that will provide an
extension of such Restated Credit Agreement along with additional
liquidity.  However, the Company cannot provide any assurance that
any financing will be available to it on acceptable terms or at
all.  If the Company is unable to raise additional capital or
renegotiate its existing debt, this would have a material adverse
impact on the Company's business or would raise substantial doubt
about its ability to continue as a going concern.  In addition, as
of Dec. 31, 2010, the Company was not in compliance with the
financial covenants under the Restated Credit Agreement.  On
March 25, 2011 the Company obtained a waiver for these covenants
as of Dec. 31, 2010.


DELTA AIR: Files September 2011 Traffic Report
----------------------------------------------
Delta Air Lines reported traffic results for September 2011.
System load factor was 83.6 percent, 1.1 points higher than the
prior year, on a 2.2 percent decrease in capacity.  System traffic
decreased 0.9 percent year over year.

Domestic traffic increased 0.5 percent year over year on a
3.3 percent decrease in capacity.  Domestic load factor increased
3.2 points to 83.0 percent. International traffic decreased 2.8
percent year over year on a 0.6 percent decrease in capacity, and
load factor decreased 2.0 points to 84.5 percent.

                      Delta Air Lines
                 Monthly Traffic Results

                            Sep-11        Sep-10   Change
RPMs (000):
Domestic                  9,381,017     9,337,926      0.5%
Delta Mainline           7,368,599     7,370,754     (0.0%)
Regional                 2,012,418     1,967,172      2.3%
International             6,579,964     6,772,968     (2.8%)
Latin America              821,661       722,368     13.7%
   Delta Mainline          807,808       708,507     14.0%
   Regional                 13,853        13,861     (0.1%)
Atlantic                 3,735,041     4,042,800     (7.6%)
Pacific                  2,023,262     2,007,800      0.8%
Total System             15,960,981    16,110,894     (0.9%)

ASMs (000):
Domestic                 11,307,458    11,695,331     (3.3%)
Delta Mainline           8,759,512     9,109,821     (3.8%)
Regional                 2,547,946     2,585,510     (1.5%)
International             7,786,837     7,834,520     (0.6%)
Latin America            1,065,824       959,679     11.1%
   Delta Mainline        1,042,054       937,022     11.2%
   Regional                 23,770        22,657      4.9%
Atlantic                 4,247,976     4,590,761     (7.5%)
Pacific                  2,473,037     2,284,080      8.3%
Total System             19,094,295    19,529,851     (2.2%)

Load Factor:
Domestic                      83.0%         79.8%      3.2 pts
Delta Mainline               84.1%         80.9%      3.2 pts
Regional                     79.0%         76.1%      2.9 pts
International                 84.5%         86.5%     (2.0) pts
Latin America                77.1%         75.3%      1.8 pts
   Delta Mainline            77.5%         75.6%      1.9 pts
   Regional                  58.3%         61.2%     (2.9) pts
Atlantic                     87.9%         88.1%     (0.2) pts
Pacific                      81.8%         87.9%     (6.1) pts
Total System                  83.6%         82.5%      1.1 pts

Mainline Completion           99.6%         99.1%      0.5 pts
Factor

Passengers Boarded       13,378,192    13,216,961      1.2%

Cargo Ton Miles (000):      195,520       193,126      1.2%

                      Delta Air Lines
                Year To Date Traffic Results

                            Sep-11        Sep-10   Change
RPMs (000):
Domestic                 87,317,813    87,914,440     (0.7%)
Delta Mainline          68,929,876    69,137,815     (0.3%)
Regional                18,387,937    18,776,625     (2.1%)
International            60,474,451    59,021,309      2.5%
Latin America           10,188,210    10,476,349     (2.8%)
   Delta Mainline       10,030,800    10,230,412     (2.0%)
   Regional                157,410       245,937    (36.0%)
Atlantic                32,464,669    31,936,176      1.7%
Pacific                 17,821,572    16,608,784      7.3%
Total System            147,792,264   146,935,749      0.6%

ASMs (000):
Domestic                104,842,512   105,303,547     (0.4%)
Delta Mainline          81,420,424    81,506,453     (0.1%)
Regional                23,422,088    23,797,094     (1.6%)
International            74,779,177    70,353,314      6.3%
Latin America           12,898,207    13,097,500     (1.5%)
   Delta Mainline       12,665,626    12,766,163     (0.8%)
   Regional                232,581       331,337    (29.8%)
Atlantic                39,914,887    37,929,853      5.2%
Pacific                 21,966,083    19,325,961     13.7%
Total System            179,621,689   175,656,861      2.3%

Load Factor:
Domestic                      83.3%         83.5%     (0.2) pts
Delta Mainline               84.7%         84.8%     (0.1) pts
Regional                     78.5%         78.9%     (0.4) pts
International                 80.9%         83.9%     (3.0) pts
Latin America                79.0%         80.0%     (1.0) pts
   Delta Mainline            79.2%         80.1%     (0.9) pts
   Regional                  67.7%         74.2%     (6.5) pts
Atlantic                     81.3%         84.2%     (2.9) pts
Pacific                      81.1%         85.9%     (4.8) pts
Total System                  82.3%         83.6%     (1.3) pts

Passengers Boarded      124,397,845   122,918,664      1.2%

Cargo Ton Miles (000):    1,772,308     1,662,353      6.6%

                      About Delta Air Lines

Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) --
http://www.delta.com/or http://www.nwa.com/-- provides scheduled
air transportation for passengers and cargo throughout the United
States, and around the world.  The Company's route network is
centered on the hub system it operate at airports in Atlanta,
Cincinnati, Detroit, Memphis, Minneapolis/St. Paul, New York-JFK,
Salt Lake City, Paris-Charles de Gaulle, Amsterdam and Tokyo-
Narita. The hub operations include flights, which gather and
distribute traffic from markets in the geographic region
surrounding the hub to domestic and international cities and to
other hubs. The network is supported by a fleet of aircraft, which
is varied in terms of size and capabilities.  On Dec. 31,
2009, the Company's wholly owned subsidiary Northwest Airlines,
Inc., merged with and into Delta.  The wholly owned subsidiary of
the Company is Northwest Airlines Corporation.

Northwest and 12 affiliates filed for Chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan.  That amended plan took effect May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or
215/945-7000).

                          *     *     *

Delta Air Lines and Northwest Airlines carry a 'B/Stable/--'
corporate ratings from Standard & Poor's.  They also continue to
carry 'B2' corporate family ratings from Moody's and "B-" LT
Issuer Default rating from Fitch.

S&P said at the end of February 2011 that its ratings on Atlanta,
Ga.-based Delta Air Lines Inc. reflect its highly leveraged
financial profile, with significant intermediate-term debt
maturities, and the risks associated with participation in the
price-competitive, cyclical, and capital-intensive airline
industry.  The ratings also incorporate the reduced debt load and
operating costs Delta achieved while in Chapter 11 in 2005-2007,
and its enhanced competitive position and synergistic
opportunities associated with its 2008 merger with Northwest
Airlines Corp. (parent of Northwest Airlines Inc.), with the two
airlines fully integrated in December 2009.  S&P characterize
Delta's business risk profile as weak and its financial risk
profile as highly leveraged.

                           August Traffic

System traffic in August 2011 decreased 0.3 percent compared to
August 2010 on a 0.8 percent decrease in capacity.  System load
factor of 86.9 percent was 0.4 points higher than the prior year.

International traffic increased 1.9 percent year over year on a
1.8 percent increase in capacity, and load factor increased
to 87.5 percent.  Domestic traffic decreased 1.8 percent year
over year on a 2.6 percent decrease in capacity.  Domestic load
factor increased 0.7 points to 86.5 percent.

"The impact of Hurricane Irene, which resulted in more than 2,200
flight cancellations, reduced Delta's net profit for August by
about $15 million," said Ed Bastian, Delta's president.  "I want
to thank the entire Delta team on the ground and in the air who
went the extra mile to restart our East Coast operation after
Irene.  Their dedication to our customers allowed us to rebound
successfully from the storm."


DELTA AIR: Completes $102-Mil. Class B Certificates Offering
------------------------------------------------------------
Delta Air Lines, Inc., on Aug. 17, 2011, completed an offering of
an aggregate principal amount of $102,000,000 of Pass Through
Certificates, Series 2011-1B through a newly formed pass through
trust, according to a Form 8-K filed with the U.S. Securities and
Exchange Commission on the same date.

The Class B Certificates were offered pursuant to the Prospectus
Supplement, dated August 12, 2011, to the Prospectus, dated June
28, 2010, which forms a part of the Company's automatic shelf
registration statement on Form S-3, filed with the SEC on June
28, 2010.

       Delta Enters Into Citigroup Underwriting Agreement

On August 12, 2011, Delta entered into an underwriting agreement
with Citigroup Global Markets, Inc., in connection with the
issuance and sale of the Class B Certificates.

The Underwriting Agreement contains customary representations,
warranties, covenants and closing conditions for a transaction of
this type.  The Underwriting Agreement also contains provisions
pursuant to which the Company agrees to hold harmless and
indemnify the Underwriter against damages under certain
circumstances.

Delivery of the Class B Certificates was made under the
Underwriting Agreement on August 17, 2011, with an interest rate
of 7.125% per annum.  The Class B Certificates were issued by a
pass through trust.  The Underwriter purchased the Class B
Certificates from the pass through trust at 100% of the principal
amount thereof.

The pass through trust will use the proceeds from the sale of
Class B Certificates to acquire the applicable Series B Equipment
Notes from the Company.  Payments on the Series B Equipment Notes
will be passed through to the certificate-holders of the trust.
The Company expects to use the proceeds from the issuance of the
Series B Equipment Notes to reimburse itself, in part, for the
repayment at maturity of an enhanced equipment trust certificate
transaction entered into by Delta in September 2001.  The Company
will use any proceeds not used in connection with the foregoing
to pay fees and expenses relating to the offering and for general
corporate purposes.

     U.S. Bank Enters Into Amended Notes Purchase Agreement

On August 17, 2011, Delta, U.S. Bank Trust National Association,
as Subordination Agent and as Pass Through Trustee under the pass
through trust formed by the Company on April 5, 2011, with
respect to the issuance of class A certificates and as Pass
Through Trustee under the pass through trust formed by the
Company on August 17, 2011, with respect to the issuance of Class
B Certificates, U.S. Bank National Association, as Escrow Agent
under the Escrow Agreement, and U.S. Bank Trust National
Association as Paying Agent under the Escrow Agreement and
certain other parties, entered into an amended and restated note
purchase agreement.

The Note Purchase Agreement provides for the future issuance by
the Company of series B equipment notes in a principal amount
aggregating $102,000,000 secured by (a) 10 Boeing 737-832
aircraft delivered new to Delta from 2000 to 2001, (b) twelve
Boeing 757-232 aircraft delivered new to Delta from 1995 to 2001
and (c) four Boeing 767-332ER aircraft delivered new to Delta in
1998.  The Aircraft will also secure the series A equipment notes
to be issued by the Company as provided in the Note Purchase
Agreement.

Pursuant to the Note Purchase Agreement, the Class B Trustee will
purchase the Series B Equipment Notes by October 14, 2011.  The
Series B Equipment Notes will be issued under an Indenture and
Security Agreement with respect to each Aircraft to be entered
into by the Company and U.S. Bank Trust National Association, as
Loan Trustee.

Each Indenture contemplates the issuance by the Company of Series
B Equipment Notes, bearing interest at the rate of 7.125% per
annum in the aggregate principal amount equal to $102,000,000.
The Series B Equipment Notes will be purchased by the Class B
Trustee, using the proceeds from the sale of the Class B
Certificates.  The Class B Certificates rank generally junior to
the Class A Certificates.

Pending the purchase of the Series B Equipment Notes, the
proceeds from the sale of the Class B Certificates were placed in
escrow by the Class B Trustee pursuant to an Escrow and Paying
Agent Agreement, dated as of August 17, 2011, among U.S. Bank
National Association, as Escrow Agent and Paying Agent, Citigroup
Global Markets Inc., and the Class B Trustee.  The escrowed funds
were deposited with the Bank of New York Mellon, under a Deposit
Agreement.

The interest on the escrowed funds is payable on October 15,
2011, and interest on the Series B Equipment Notes is payable
semiannually on each April 15 and October 15 following the
issuance thereof, beginning on October 15, 2011.  The entire
principal on the Series B Equipment Notes is scheduled for
payment on October 15, 2014.  Maturity of the Series B Equipment
Notes may be accelerated upon the occurrence of certain events of
default, including failure by the Company to make payments under
the applicable Indenture when due or to comply with certain
covenants, as well as certain bankruptcy events involving the
Company.  The Series B Equipment Notes issued with respect to
each Aircraft will be secured by a lien on the Aircraft and will
also be cross-collateralized by the other Aircraft financed
pursuant to the Note Purchase Agreement and the Indentures.

                      About Delta Air Lines

Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) --
http://www.delta.com/or http://www.nwa.com/-- provides scheduled
air transportation for passengers and cargo throughout the United
States, and around the world.  The Company's route network is
centered on the hub system it operate at airports in Atlanta,
Cincinnati, Detroit, Memphis, Minneapolis/St. Paul, New York-JFK,
Salt Lake City, Paris-Charles de Gaulle, Amsterdam and Tokyo-
Narita. The hub operations include flights, which gather and
distribute traffic from markets in the geographic region
surrounding the hub to domestic and international cities and to
other hubs. The network is supported by a fleet of aircraft, which
is varied in terms of size and capabilities.  On Dec. 31,
2009, the Company's wholly owned subsidiary Northwest Airlines,
Inc., merged with and into Delta.  The wholly owned subsidiary of
the Company is Northwest Airlines Corporation.

Northwest and 12 affiliates filed for Chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan.  That amended plan took effect May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or
215/945-7000).

                          *     *     *

Delta Air Lines and Northwest Airlines carry a 'B/Stable/--'
corporate ratings from Standard & Poor's.  They also continue to
carry 'B2' corporate family ratings from Moody's and "B-" LT
Issuer Default rating from Fitch.

S&P said at the end of February 2011 that its ratings on Atlanta,
Ga.-based Delta Air Lines Inc. reflect its highly leveraged
financial profile, with significant intermediate-term debt
maturities, and the risks associated with participation in the
price-competitive, cyclical, and capital-intensive airline
industry.  The ratings also incorporate the reduced debt load and
operating costs Delta achieved while in Chapter 11 in 2005-2007,
and its enhanced competitive position and synergistic
opportunities associated with its 2008 merger with Northwest
Airlines Corp. (parent of Northwest Airlines Inc.), with the two
airlines fully integrated in December 2009.  S&P characterize
Delta's business risk profile as weak and its financial risk
profile as highly leveraged.

                           August Traffic

System traffic in August 2011 decreased 0.3 percent compared to
August 2010 on a 0.8 percent decrease in capacity.  System load
factor of 86.9 percent was 0.4 points higher than the prior year.

International traffic increased 1.9 percent year over year on a
1.8 percent increase in capacity, and load factor increased
to 87.5 percent.  Domestic traffic decreased 1.8 percent year
over year on a 2.6 percent decrease in capacity.  Domestic load
factor increased 0.7 points to 86.5 percent.

"The impact of Hurricane Irene, which resulted in more than 2,200
flight cancellations, reduced Delta's net profit for August by
about $15 million," said Ed Bastian, Delta's president.  "I want
to thank the entire Delta team on the ground and in the air who
went the extra mile to restart our East Coast operation after
Irene.  Their dedication to our customers allowed us to rebound
successfully from the storm."


DELTA AIR: To Cut 200 Administrative & Management Jobs
------------------------------------------------------
Delta Air Lines Inc. is going to cut 200 administrative and
management jobs to reduce operating expenses, Bloomberg News
reported on September 7, 2011.

In July, about 2,000 employees took buyout and early retirement
offers.

"We knew we'd met our needs on the front line with the voluntary
buyouts," Keyra Lynn Johnson, a Delta spokeswoman, told Bloomberg
News.

"We did have additional cost savings we needed to achieve on the
management and merit side.  This is a larger cost initiative as
we combat the high price of fuel and other industry pressures,"
Ms. Johnson added.

                      About Delta Air Lines

Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) --
http://www.delta.com/or http://www.nwa.com/-- provides scheduled
air transportation for passengers and cargo throughout the United
States, and around the world.  The Company's route network is
centered on the hub system it operate at airports in Atlanta,
Cincinnati, Detroit, Memphis, Minneapolis/St. Paul, New York-JFK,
Salt Lake City, Paris-Charles de Gaulle, Amsterdam and Tokyo-
Narita. The hub operations include flights, which gather and
distribute traffic from markets in the geographic region
surrounding the hub to domestic and international cities and to
other hubs. The network is supported by a fleet of aircraft, which
is varied in terms of size and capabilities.  On Dec. 31,
2009, the Company's wholly owned subsidiary Northwest Airlines,
Inc., merged with and into Delta.  The wholly owned subsidiary of
the Company is Northwest Airlines Corporation.

Northwest and 12 affiliates filed for Chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan.  That amended plan took effect May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or
215/945-7000).

                          *     *     *

Delta Air Lines and Northwest Airlines carry a 'B/Stable/--'
corporate ratings from Standard & Poor's.  They also continue to
carry 'B2' corporate family ratings from Moody's and "B-" LT
Issuer Default rating from Fitch.

S&P said at the end of February 2011 that its ratings on Atlanta,
Ga.-based Delta Air Lines Inc. reflect its highly leveraged
financial profile, with significant intermediate-term debt
maturities, and the risks associated with participation in the
price-competitive, cyclical, and capital-intensive airline
industry.  The ratings also incorporate the reduced debt load and
operating costs Delta achieved while in Chapter 11 in 2005-2007,
and its enhanced competitive position and synergistic
opportunities associated with its 2008 merger with Northwest
Airlines Corp. (parent of Northwest Airlines Inc.), with the two
airlines fully integrated in December 2009.  S&P characterize
Delta's business risk profile as weak and its financial risk
profile as highly leveraged.

                           August Traffic

System traffic in August 2011 decreased 0.3 percent compared to
August 2010 on a 0.8 percent decrease in capacity.  System load
factor of 86.9 percent was 0.4 points higher than the prior year.

International traffic increased 1.9 percent year over year on a
1.8 percent increase in capacity, and load factor increased
to 87.5 percent.  Domestic traffic decreased 1.8 percent year
over year on a 2.6 percent decrease in capacity.  Domestic load
factor increased 0.7 points to 86.5 percent.

"The impact of Hurricane Irene, which resulted in more than 2,200
flight cancellations, reduced Delta's net profit for August by
about $15 million," said Ed Bastian, Delta's president.  "I want
to thank the entire Delta team on the ground and in the air who
went the extra mile to restart our East Coast operation after
Irene.  Their dedication to our customers allowed us to rebound
successfully from the storm."


DEX MEDIA WEST: Bank Debt Trades at 38% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media West LLC
is a borrower traded in the secondary market at 61.58 cents-on-
the-dollar during the week ended Friday, Oct. 14, 2011, a drop of
2.79 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 450 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Oct. 24, 2014, and
carries Standard & Poor's B- rating.  The loan is one of the
biggest gainers and losers among 78 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
Friday.

                      About Dex Media West

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

R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media
East LLC, Dex Media West LLC and Dex Media, Inc., filed for
Chapter 11 protection (Bank. D. Del. Case No. 09-11833 through 09-
11852) on May 28, 2009, after missing a $55 million interest
payment on its senior unsecured notes due April 15, 2009.  James
F. Conlan, Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq.,
Jeffrey E. Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin
LLP, in Chicago, Illinois, served as lead bankruptcy counsel to
the Debtors.  Attorneys at Young, Conaway, Stargatt & Taylor LLP,
in Wilmington, Delaware, served as local counsel.  Deloitte
Financial Advisory Services LLP was the financial advisor and
Lazard Freres & Co. LLC was the investment banker.  The Garden
City Group, Inc., was claims and noticing agent.  The Official
Committee of Unsecured Creditors tapped Ropes & Gray LLP as its
counsel, Cozen O'Connor as Delaware bankruptcy co-counsel, J.H.
Cohn LLP as its financial advisor and forensic accountant, and The
Blackstone Group, LP, as its financial and restructuring advisor.

The Debtors emerged from Chapter 11 bankruptcy proceedings at the
end of January 2010.


DYNEGY INC: Extends $1.25 Billion Exchange Offer Another Week
-------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Dynegy Inc.
extended by a week its offer to exchange up to $1.25 billion in
debt from a subsidiary after a tepid response to the deeply
indebted power company's September offer.

                        About Dynegy Inc.

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE:DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

                           Failed Sale

The Troubled Company Reporter has chronicled Dynegy's attempts to
sell itself.  In August 2010, Dynegy struck a deal to be acquired
by an affiliate of The Blackstone Group at $4.50 a share or
roughly $4.7 billion.  That offer was raised to $5.00 a share in
November.  Through Carl Icahn and investment fund Seneca's
efforts, shareholders thumbed down both offers.

In December 2010, an affiliate of Icahn commenced a tender offer
to purchase all of the outstanding shares of Dynegy common stock
for $5.50 per share in cash, or roughly $665 million in the
aggregate.  In February 2011, Icahn Enterprises L.P. terminated
the proposed merger agreement with the Company after it failed to
garner the required number of shareholder votes.

Goldman, Sachs & Co. and Greenhill & Co., LLC, served as financial
advisors and Sullivan & Cromwell LLP served as legal counsel to
Dynegy on the sale efforts.

                        Bankruptcy Warning

Dynegy warned shareholders in March it might be forced into
bankruptcy if it is unable to renegotiate the terms of its
existing debt.

The Company's balance sheet at March 31, 2011, showed $9.82
billion in total assets, $7.15 billion in total liabilities and
$2.67 billion in total stockholders' equity.

Ernst & Young LLP, in Houston, said Dynegy projects that it is
likely that it will not be able to comply with certain debt
covenants throughout 2011.  "This condition and its impact on
Dynegy Inc.'s liquidity raises substantial doubt about Dynegy
Inc.'s ability to continue as a going concern."

                           *     *     *

In July 2011, Moody's downgraded Dynegy Holdings' probability of
default rating to 'Ca' from 'Caa3'.  "The downgrade of DHI's PDR
and senior unsecured notes to Ca reflects the increased likelihood
of a distressed debt exchange transaction occurring within the
next several months following announcement of a corporate
reorganization that seeks to modify asset ownership within DHI
through the formation of several wholly-owned subsidiaries", said
A.J. Sabatelle, Senior Vice President of Moody's. "Separate
financing arrangements being established at these subsidiaries
will have annual limits placed on the amount of cash flow that can
be paid to their indirect parent, which Moody's believes raises
default prospects for DHI's senior unsecured notes and the
company's lease", added Mr. Sabatelle.


DYNEGY INC: Extending $1.2 Billion Exchange Offer to Oct. 20
------------------------------------------------------------
Dynegy Inc. is extending the previously announced offers to
exchange up to $1,250,000,000 principal amount of the outstanding
notes, debentures and capital income securities of Dynegy
Holdings, LLC (DH), its direct, wholly-owned subsidiary, for
Dynegy's new 10% Senior Secured Notes due 2018 and cash to
midnight, New York City time, on Oct. 20, 2011, unless further
extended or earlier terminated by Dynegy.  The Exchange Offers
were previously scheduled to expire at midnight, New York City
time, on Oct. 13, 2011.  Dynegy also announced that the withdrawal
deadline for the Exchange Offers, which had previously expired on
Sept. 28, 2011, was extended to 5:00 p.m., New York City time,
Oct. 18, 2011.

Through 5:00 p.m., New York City time, on Oct. 13, 2011, holders
had validly tendered approximately: (i) $1.1 million aggregate
principal amount of the 7.625% Senior Debentures due 2026, (ii)
$6.9 million aggregate principal amount of the 7.750% Senior
Unsecured Notes due 2019, (iii) $2.7 million aggregate principal
amount of the 7.125% Senior Debentures due 2018, (iv) $1.8 million
aggregate principal amount of the 8.375% Senior Unsecured Notes
due 2016, (v) $3.7 million aggregate principal amount of the 7.50%
Senior Unsecured Notes due 2015, (vi) $0.2 million aggregate
principal amount of the 8.750% Senior Notes due 2012 and (vii)
$84.1 million aggregate principal amount of the Series B 8.316%
Subordinated Capital Income Securities due 2027.

The Exchange Offers are made only by and pursuant to the terms of
the Offering Circular dated September 15, 2011 and the
accompanying Letter of Transmittal. Except for the change in
Expiration Date and Withdrawal Deadline, the terms and conditions
of the Exchange Offers remain unchanged.

Credit Suisse Securities (USA) LLC serves as lead dealer manager,
and Barclays Capital Inc., Deutsche Bank Securities Inc.,
Jefferies & Company, Inc. and Lazard Capital Markets LLC serve as
co-dealer managers (collectively, the Dealer Managers) and D.F.
King & Co., Inc., serves as the exchange agent and information
agent for the Exchange Offers.

Requests for documents, including the Offering Circular and Letter
of Transmittal, may be directed to D.F. King & Co., Inc. by
telephone at (212) 269-5550 (brokers and banks) or (800) 697-6975
(all others) or in writing at 48 Wall Street, 22nd Floor, New
York, New York 10005.  Questions regarding the Exchange Offers may
be directed to Credit Suisse Securities (USA) LLC at (800) 820-
1653 (toll free) or (212) 538-2147 (collect).

The New Notes have not been registered under the Securities Act,
or any state securities laws, and may not be offered or sold in
the United States absent registration or an applicable exemption
from registration requirements, and will therefore be subject to
substantial restrictions on transfer.  Dynegy will enter into a
registration rights agreement with respect to the New Notes.

The Exchange Offers are being made, and the New Notes are being
offered and issued, only in the United States to holders of Old
Notes who are "qualified institutional buyers" and outside the
United States to holders of Old Notes who are persons other than
U.S. persons in reliance upon Regulation S under the Securities
Act.

                         About Dynegy Inc.

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE:DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

                           Failed Sale

The Troubled Company Reporter has chronicled Dynegy's attempts to
sell itself.  In August 2010, Dynegy struck a deal to be acquired
by an affiliate of The Blackstone Group at $4.50 a share or
roughly $4.7 billion.  That offer was raised to $5.00 a share in
November.  Through Carl Icahn and investment fund Seneca's
efforts, shareholders thumbed down both offers.

In December 2010, an affiliate of Icahn commenced a tender offer
to purchase all of the outstanding shares of Dynegy common stock
for $5.50 per share in cash, or roughly $665 million in the
aggregate.  In February 2011, Icahn Enterprises L.P. terminated
the proposed merger agreement with the Company after it failed to
garner the required number of shareholder votes.

Goldman, Sachs & Co. and Greenhill & Co., LLC, served as financial
advisors and Sullivan & Cromwell LLP served as legal counsel to
Dynegy on the sale efforts.

                        Bankruptcy Warning

Dynegy warned shareholders in March it might be forced into
bankruptcy if it is unable to renegotiate the terms of its
existing debt.

The Company's balance sheet at March 31, 2011, showed $9.82
billion in total assets, $7.15 billion in total liabilities and
$2.67 billion in total stockholders' equity.

Ernst & Young LLP, in Houston, said Dynegy projects that it is
likely that it will not be able to comply with certain debt
covenants throughout 2011.  "This condition and its impact on
Dynegy Inc.'s liquidity raises substantial doubt about Dynegy
Inc.'s ability to continue as a going concern."

                           *     *     *

In July 2011, Moody's downgraded Dynegy Holdings' probability of
default rating to 'Ca' from 'Caa3'.  "The downgrade of DHI's PDR
and senior unsecured notes to Ca reflects the increased likelihood
of a distressed debt exchange transaction occurring within the
next several months following announcement of a corporate
reorganization that seeks to modify asset ownership within DHI
through the formation of several wholly-owned subsidiaries", said
A.J. Sabatelle, Senior Vice President of Moody's. "Separate
financing arrangements being established at these subsidiaries
will have annual limits placed on the amount of cash flow that can
be paid to their indirect parent, which Moody's believes raises
default prospects for DHI's senior unsecured notes and the
company's lease", added Mr. Sabatelle.


ECO BUILDING: dbbmckennon Raises Going Concern Doubt
----------------------------------------------------
Eco Building Products, Inc., filed on Sept. 28, 2011, its annual
report on Form 10-K for the fiscal year ended June 30, 2011.

dbbmckennon, in Newport Beach, California, expressed substantial
doubt about the Eco Building Products' ability to continue as a
going concern.  The independent auditors noted that the Company
has generated minimal operating revenues, losses from operations,
significant cash used in operating activities and its viability is
dependent upon its ability to obtain future financing and
successful operations.

The Company reported a net loss of $6.0 million on $1.3 million of
revenue for the year ended June 30, 2011, compared with a net loss
of $4.2 million on $224,499 of revenue for the year ended June 30,
2010.

The Company's balance sheet at June 30, 2011, showed $3.1 million
in total assets, $2.6 million in total liabilities, and
stockholders' equity of $534,254.

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

                       http://is.gd/zM7DMs

Eco Building Products, Inc., headquartered in Vista, Calif., is a
manufacturer of proprietary wood products treated with an eco-
friendly proprietary chemistry that protects against fire,
mold/mycotoxins, fungus, rot-decay, wood ingesting insects and
termites with EcoBlu's WoodSurfaceFilm(TM) and FRC(TM) technology
(Fire Retardant Coating).


ECOLAB INC: S&P Keeps 'BB-' Corp. Credit Rating on Watch Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its short-term rating
on St. Paul, Minn.-based Ecolab Inc. to 'A-2' from 'A-1' and
assigned its 'A-2' rating to the company's proposed $3.5 billion
commercial paper (CP) program. The short-term rating was taken off
CreditWatch with negative implications. "At the same time, we
maintained the CreditWatch listing with negative implications on
our 'A' corporate credit rating and issue-level ratings on Ecolab.
The specialty chemical company recently replaced its $600 million
revolving credit facility that backstopped its CP program with two
new revolving credit facilities totaling $3.5 billion. Ecolab
intends to utilize CP mainly as part of its initial funding of its
announced acquisition of Nalco Holding Co., the holding company
and parent of Nalco Co.," S&P related

"Our ratings on Nalco Co., including our 'BB-' corporate credit
rating and all issue-level ratings, remain on CreditWatch with
positive implications," S&P said.

"On July 20, 2011, we placed our ratings on Ecolab on CreditWatch
with negative implications following the company's announcement of
a definitive merger agreement with Nalco Holding Co. The agreement
values the transaction at about $8.1 billion (net of transaction
fees), including assumed debt net of cash," S&P related.

"Ecolab announced that consideration to shareholders of Nalco
Holding Co. would be about $5.4 billion, consisting of
approximately 70% of shares in Ecolab and 30% in cash," said
Standard & Poor's credit analyst Paul Kurias. "In addition, Ecolab
expects to assume approximately $2.7 billion in net debt at Nalco.
Ecolab also announced its intention to buy back about $1 billion
in its shares following the close of the transaction. We expect
the buyback to be completed by year-end 2012. Ecolab management
expects the acquisition, which is subject to customary closing
conditions and regulatory approvals, to close by the end of 2011.
The company recently announced that it was granted early
termination of the U.S. Hart-Scott-Rodino antitrust review."

"If the acquisition closes as currently proposed and the company's
plan for share buybacks remains as announced, we expect to lower
our corporate credit rating on Ecolab by two notches to 'BBB+'
from 'A'. We would likely lower the existing senior unsecured debt
ratings to 'BBB+' from 'A'," S&P said.

The ratings on Ecolab reflect the expected increase in debt
leverage at the company following the acquisition and announced
share repurchases. "Although we expect that the acquisition, if
successfully completed, to improve Ecolab's business risk profile
(to excellent from strong), which would offset some of the added
financial risk, we believe that the increase in debt would result
in an overall deterioration in credit quality. Pro forma for the
close of the transaction and share buybacks, we expect the ratio
of funds from operations to total debt to be about 20%, compared
with about 53% as of June 30, 2011. We expect that this ratio will
strengthen to the 25% to 30% range by year-end 2012, but this is
meaningfully less than the 50% we consider consistent with
the current ratings," S&P stated.

Still, the company's demonstrated ability to generate cash
provides a critical underpinning to the expected ratings.
Management has stated its commitment to pay down debt with a major
portion of cash flow, following the acquisition and announced
share buybacks. "This, along with Ecolab's track record of steady
operational earnings in the recent downturn, supports our view
that leverage-related credit measures will strengthen in 2012-
2013. Our ratings will also consider the current level of economic
uncertainty and the integration and execution risks associated
with an acquisition that is large relative to Ecolab's existing
operations, though we recognize Ecolab's track record of
effectively integrating smaller acquisitions into its operations,"
S&P related.

"In our view, the acquisition would add a high-EBITDA-margin
business with good growth prospects and favorable long-term demand
fundamentals. It would meaningfully expand the market opportunity
for Ecolab while retaining the company's leading market shares,
expanding diversity, and leveraging research and development and
technological strengths. Nalco's service-intensive product
offerings complement Ecolab's own service-oriented strategic
focus, which has been important to achieving its consistently high
profitability, while providing the combined company with cross-
selling opportunities. Ecolab is a global leader in products and
services relating to cleaning, sanitizing, food safety, and
infection prevention control. Nalco is a global leader in
chemicals, equipment, and process improvement services for raw
water and wastewater treatment. Both businesses benefit from
favorable long-term global trends. These include sustained
economic growth and development around the world, favorable
demographic trends, increasing standards of living, and the
scarcity of water increasing awareness of the company's services
and products," S&P said.

A key credit strength is the relative predictability and
consistency of operating results. This benefit derives in part
from the high proportion of recurring business, a strong value
proposition to customers, and the ability to pass on cost
increases to customers through effective pricing strategies
and a highly developed sales force. "As a result, we believe that
Ecolab can maintain EBITDA margins in the high-teen or low-20%
levels throughout the business cycle," S&P related.

"We will monitor developments relating to this transaction and
will resolve the CreditWatch listings when it is clear to us that
the transaction has met the pending requirements to reach
successful closing," Mr. Kurias continued. "We will lower the
existing ratings on Ecolab that remain on CreditWatch near closing
of the transaction and completion of permanent financing."


EDIETS.COM INC: Remains Listed on NASDAQ Capital Market
-------------------------------------------------------
eDiets.com, Inc., announced that on Oct. 13, 2011, it received
notice that the NASDAQ Listing Qualifications Panel has determined
to grant the Company's request for continued listing.  The Panel
decision allows the Company's common stock to remain listed on The
NASDAQ Capital Market through Nov. 30, 2011, pending the Company's
demonstration of compliance with the NASDAQ listing requirement of
$2.5 million in stockholders' equity. There can, however, be no
assurance that the Company will be able to demonstrate compliance
by the Panel deadline or that the Panel will grant the Company a
further extension in the event compliance is not achieved by
Nov. 30, 2011.

                           About eDiets

eDiets.com, Inc. is a leading provider of personalized nutrition,
fitness and weight-loss programs. eDiets currently features its
award-winning, fresh-prepared diet meal delivery service as one of
the more than 20 popular diet plans sold directly to members on
its flagship site, http://www.eDiets.com.

eDiets.com reported a net loss of $43.3 million on $23.4 million
of revenues for 2010, compared with a net loss of $12.1 million on
$18.1 million of revenues for 2009.

The Company's balance sheet at June 30, 2011, showed $5.35 million
in total assets, $4.54 million in total liabilities and $812,000
in total stockholders' equity.

Ernst & Young LLP, in Boca Raton, Florida, expressed substantial
doubt about eDiets.com's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
recurring operating losses and has a working capital deficiency.

The Company said that in light of the results of its operations,
management has and intends to continue to evaluate various
possibilities, including raising additional capital through the
issuance of common or preferred stock, securities convertible into
common stock, or secured or unsecured debt, selling one or more
lines of business, or all or a portion of the Company's assets,
entering into a business combination, reducing or eliminating
operations, liquidating assets, or seeking relief through a filing
under the U.S. Bankruptcy Code.


ELCOTEQ INC: Nov. 3 Hearing on Dispute Over Case Venue
------------------------------------------------------
Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reports that a bankruptcy judge is expected to consider at the
Nov. 3 hearing the dispute over the proper venue of Elcoteq Inc.'s
bankruptcy case.

The report relates Elcoteq attorneys have said the case was
improperly filed in U.S. Bankruptcy Court in El Paso, Texas -- far
from the Irving, Texas, office where it makes its business
decisions.

According to the report, three creditors who say they're owed
nearly $300,000 said in court filings that the case should proceed
in El Paso near most of its suppliers and Elcoteq Inc.'s principal
asset: a manufacturing plant in Juarez, Mexico.  The report says
the creditors' counsel argued that transferring to a faraway
district "would increase the costs to the bankruptcy estate."  The
counsel said, "While a transfer might be more convenient for
Elcoteq Inc., this shifting of inconvenience is not sufficient to
meet Elcoteq's burden."

                        About Elcoteq Inc.

An involuntary Chapter 11 petition (Bankr. W.D. Tex. Case No. 11-
31675) was filed against El Paso, Texas-based Elcoteq, Inc., dba
Elcoteq Americas, on Aug. 31, 2011.  Judge H. Christopher Mott
oversees the case.  Plasticos Promex U.S.A., Inc., owed $242,125;
Textape Incorporated, owed $34,118; and Pallets and Crates
International, owed $19,929, filed the petition.  Corey W.
Haugland, Esq., at James & Haugland, P.C., represents the
petitioning creditors.

Elcoteq Inc. is a unit of Finnish electronics manufacturer Elcoteq
SE.  Elcoteq Inc.'s plant in Juarez, Mexico, was opened to
assemble electronics like cellphones, cable television converter
boxes and flat-screen televisions for major electronics suppliers.

The involuntary petition was filed about the same time that the
parent company announced that it was placing several subsidiaries
under bankruptcy protection.  Elcoteq SE was declared bankrupt by
the Luxembourg Court on Oct. 7, 2011.  Yann Baden has been
appointed as the bankruptcy administrator.  He also acts as
bankruptcy administrator for Elcoteq Network S.A.

Elcoteq Inc. is represented in the involuntary case by Soren
Lindstrom, Esq. -- soren.lindstrom@klgates.com -- a partner at K&L
Gates.


EMDEON INC: S&P Assigns Preliminary 'B' Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned a preliminary 'B'
corporate credit rating to Emdeon Inc. and a preliminary 'BB-'
issue-level rating and preliminary '1' recovery rating to its
proposed $125 million senior secured revolving credit facility due
2016 and $1.2 billion senior secured term loan due 2018. The
rating outlook on Emdeon Inc. is stable.

"We also assigned a preliminary 'CCC+' issue-level rating and a
recovery rating of preliminary '6' to Emdeon's proposed $375
million senior unsecured notes due 2019," S&P said.

"At the same time, we affirmed our 'B+' rating on Emdeon Business
Services LLC and removed the rating from CreditWatch, where it was
placed with negative implications on Aug. 5, 2011. We expect to
withdraw this rating, along with all issue-level ratings on Emdeon
Business Services, upon completion of the acquisition. The rating
outlook on Emdeon Business Services is stable," S&P related.

"The ratings reflect Emdeon's highly leveraged financial risk
profile and its private-equity ownership structure, which is
likely to preclude sustained de-leveraging," said Standard &
Poor's credit analyst Andrew Chang. "We calculate that adjusted
leverage post refinancing will be about 6.6x, which we consider
somewhat high for the rating, but expect the company to maintain
or reduce leverage in the near term through modest EBITDA
expansion and debt reductions."


EMPIRE LAND: Ex-CEO Wants Paul Hastings Off Chapter 7 Case
----------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that Empire Land LLC's
ex-CEO fought back in California bankruptcy court Friday against a
bid by the developer's Chapter 7 trustee to hire Paul Hastings LLP
as special litigation counsel, saying the firm had a conflict of
interest because of previous representations.

According to Law360, the so-called Previti parties, a group that
includes former CEO James Previti, Corona Hills LLC, Empire
Partners Inc. and Inland Empire Personnel Inc., point out that the
trustee is claiming that Previti and other ex-executives breached
their duties to the debtors by arbitrarily allocating management.

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
(Bankr. C.D. Calif. Lead Case No.08-14592) on April 25, 2008.
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.  Empire Land estimated assets and debts between $100
million to $500 million.


ENER1 INC: Mike Zoi Discloses 8.4% Equity Stake
-----------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Mike Zoi and his affiliates disclosed that they
beneficially own 16,387,582 shares of common stock of Ener1, Inc.,
representing 8.4% of the shares outstanding, calculated based on
195,273,025 shares of common stock of the Company outstanding as
of Sept. 14, 2011.  A full-text copy of the filing is available
for free at http://is.gd/XLPyD4

                            About Ener1

Ener1 Inc. (OTCBB: ENEI) -- http://www.ener1.com/-- has three
business lines, which the company conducts through three operating
subsidiaries.  EnerDel, an 80.5% owned subsidiary, which is 19.5%
owned by Delphi, develops Li-ion batteries, battery packs and
components such as Li-ion battery electrodes and lithium
electronic controllers for lithium battery packs.  EnerFuel
develops fuel cell products and services.  NanoEner develops
technologies, materials and equipment for nanomanufacturing.

On Aug. 15, 2011, Ener1 disclosed that the Company's financial
statements for the year ended December 31, 2010 and for the
quarterly period ended March 31, 2011 should no longer be relied
upon and should be restated.  The determination was made following
an assessment of certain accounting matters related to the loans
receivable owed to Ener1 by Think Holdings and accounts receivable
owed to Ener1 by Think Global held by the Company, and the timing
of the recognition of the impairment charge related to the
Company's investment in Think Holdings originally recorded during
the quarter ended March 31, 2011.

Ener1 in September 2011 announced that it has entered into an
agreement to restructure its 8.25% Senior Amortizing Notes with
Goldman Sachs Asset Management, L.P., and other holders of the
Notes.  Ener1 also announced that its primary shareholder, BzinFin
S.A., has extended the maturity of its $15-million line of credit
from November 2011 to July 2013.

The Company and Bzinfin S.A., on Sept. 12, 2011, entered into an
amendment to the Line of Credit Agreement dated June 29, 2011.
Under the LOC Agreement, Bzinfin established a line of credit for
the Company in the aggregate principal amount of $15,000,000, of
which approximately $11,241,000 has been borrowed by the Company.
Under the terms of the Amendment, the maturity date for the
repayment of all advances under the LOC Agreement and all unpaid
accrued interest thereon was extended to July 2, 2013, and the
interest rate at which all outstanding advances will bear interest
from and after Sept. 12, 2011, was increased to 15% per year.


ENERGY AND POWER: Taps Winthrop as General Insolvency Counsel
-------------------------------------------------------------
Energy and Power Solutions Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Central District of California for
permission to employ Winthrop Couchot Professional Corporation as
general insolvency counsel.

Among other things, the firm will advise and assist the Debtors
with respect to compliance with the requirements of the Office of
the U.S. Trustee.

The firm's professionals will be paid at these rates:

  Attorneys                          Hourly Rates
  ---------                          ------------
  Marc J. Winthrop                   $725
  Robert E. Opera                    $725
  Paul J. Couchot                    $725
  Sean A. O'Keefe, Of Counsel        $725
  Richard H. Golubuw                 $575
  Peter W. Lianides                  $575
  Gariek A. Hollander                $575
  Kavita Gupta                       $495
  Jill Golubow, Of Counsel           $375
  Jeannie Kim                        $295
  P.L Marksbury, Legal Assistants    $250
  Legal Assislant Assoeiates         $135

The Debtors assure the Court that the firm is a "disinterested
person" with the meaning of Section 101(14) of the Bankruptcy
Code.

Based in Costa Mesa, California, Energy and Power Solutions Inc.
aka EPS Corp. filed for Chapter 11 protection (Bankr. C.D. Calif.
Case No.11-23362) on Sept. 23, 2011.  Judge Erithe A. Smith
presides over the case.  The Debtor estimated both assets and
debts of between $10 million and $50 million.


ENERGY & POWER: U.S. Trustee Appoints 5-Member Creditors' Panel
---------------------------------------------------------------
Frank Cardigan, the Assistant United States Trustee for Region 16,
pursuant to 11 U.S.C. Sec. 1102(a) and (b), appointed five
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Energy and Power Solutions.

The Creditors Committee members are:

      1. ADI Systems, Inc.
         Scott Young
         370 Wilsey Road
         Fredericton, NB, Canada E3B6E9
         Tel: (506) 451-7468

      2. Vantage Point Venture Partners
         Harold Friedman
         101 Bayhill Drive, Suite 300
         San Bruno, CA 94066

      3. Fred P. Karsner
         3529 Chaney Lane
         Plano, TX 75093
         Tel: (214) 986-8999

      4. Delta Wye Electric
         Carl Masalek
         1010 E. Lacy Avenue
         Anaheim, CA 92805
         Tel: (714) 683-1611
         Fax: (714) 683-1651

      5. Penn Detroit Diesel-Allison, LLC
          dba Western & NorthEast Energy Systems
         Robert J. McNelly, Esq.
         P.O. Box 26871
         Collegeville, PA 19426
         Tel: (610) 727-4191
         Fax: (215) 754-4978

Energy and Power Solutions, Inc. aka EPS Corp., and various
affiliates -- DairyGen LLC, EPS Holding LLC, Lynn Energy Center
LLC, COI Energy Center LLC, Franklin Energy Center LLC -- filed
separate Chapter 11 petitions (Bankr. C.D. Calif. Lead Case No.
11-23362) on Sept. 23, 2011, in Santa Ana.  Garrick A. Hollander,
Esq. at Winthrop Couchot, in Newport Beach, serves as counsel to
the Debtors.  Energy and Power estimated up to $50 million in
assets and up to $50 million in debts.


ESCALON MEDICAL: Mayer Hoffman Raises Going Concern Doubt
---------------------------------------------------------
Escalon Medical Corp. filed on Sept. 28, 2011, its annual report
on Form 10-K for the fiscal year ended June 30, 2011.

Mayer Hoffman McCann P.C., in Plymouth Meeting, Pennsylvania, says
that 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 raise substantial
doubt about Escalon Medical's ability to continue as a going
concern.

The Company reported a net loss of $5.8 million on $29.9 million
of revenues for the fiscal year ended June 30, 2011, compared with
a net loss of $413,864 on $31.6 million of revenues for the fiscal
year ended June 30, 2010.

The Company's balance sheet at June 30, 2011, showed $17.3 million
in total assets, $11.1 million in total liabilities, and
stockholders' equity of $6.2 million.

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

                       http://is.gd/aDPWoO

Wayne, Pa.-based Escalon Medical Corp. operates in the healthcare
market, specializing in the development, manufacture marketing and
distribution of medical devices and pharmaceuticals in the areas
of ophthalmology, diabetes and hematology.


EVERGREEN ENERGY: Judith Tanselle Appointed as President
--------------------------------------------------------
Evergreen Energy Inc. appointed Judith Tanselle, 57, as President,
reporting directly to Executive Chairman Ilyas Khan.

Ilyas Khan, stated: "I am very pleased and excited to welcome Judy
to Evergreen.  Judy is an experienced energy industry executive
with a track record of building profitable businesses.  I have
known her for some time, and can confirm that she is also one of
the most respected and admired coal upgrading executives in the
global market and her expertise is simply unmatched in this area.
Judy's presence and leadership is an important component to help
us create value for our shareholders and all stakeholders.  I also
know that a number of our potential coal company partners in the
upgrading area are going to welcome the chance to team up with
Judy again."

He added, "bench strength is a critical component of the coming
few months as we tackle projects in Australia, Indonesia, North
America and Europe, as well as supporting our obligations to our
joint venture partners in other countries such as China.  Judy
will add depth and breadth to the team, and will allow Kevin
Milliman to continue his stellar work for us."

Tanselle stated: "Evergreen is well positioned to capitalize on
the global demand for green energy.  I am excited to be joining
the company as its President and look forward to building on and
leading the company's strategy."

Ms. Tanselle has over twenty years of experience in the energy
industry.  Most recently, she led the start-up of White Energy's
North American operations where she was instrumental in securing a
joint development agreement with Peabody Energy and developing
White Energy's US-based projects.  Prior to joining White Energy,
Judy was involved in building and leading energy trading desks for
four leading U.S. energy companies, including NRG Energy, where
she was Executive Director, Coal and Emissions Trading,
responsible for managing one of the largest and most diverse coal
and emissions portfolios in the U.S.

Ms. Tanselle currently serves on the Board of Directors for the
American Coal Council and was a founding director of the Coal
Trading Association.  In addition to her energy career, Ms.
Tanselle has 17 years of experience teaching mathematics at the
University of Louisville and the Pennsylvania State University.
She holds a Master of Science degree in mathematics with six years
of doctoral studies from the Pennsylvania State University.

For her service as the Company's President, Ms.Tanselle will
receive: (i) a base salary of $250,000 per year; (ii) signing
bonus of $50,000 payable within seven days of her employment date;
(iii) housing allowance up to $2,500 monthly to be paid directly
by the Company for up to a twelve month period;  (iv) monthly
stipend of $1,650 grossed-up for federal, state and local taxes
paid monthly for the earlier to occur of a twelve month period or
relocation to the Denver area; and (v) travel and hotel expenses
until temporary housing is secured.  If Ms. Tanselle chooses to
relocate to the Denver area or the Company relocates its corporate
offices to a location other than the Washington, DC area the
Company will reimburse Ms. Tanselle up to $50,000 for such
relocation costs.  Ms. Tanselle will also receive benefits
available to all of the Company's executive officers, including
participation in the Company's existing health and welfare benefit
programs.

                       About Evergreen Energy

Evergreen Energy Inc. has developed two, proprietary, patented,
and green technologies: the GreenCert(TM) suite of software and
services and K-Fuel(R).  GreenCert, which is owned exclusively by
Evergreen, is a science-based, scalable family of environmental
intelligence solutions that quantify process efficiency and
greenhouse gas emissions from energy, industrial and agricultural
sources and may be used to create verifiable emission reduction
credits.  K-Fuel technology significantly improves the performance
of low-rank coals, yielding higher efficiency and lowering
emissions.

The Company reported a net loss of $21.02 million on $403,000 of
total operating revenue for the year ended Dec. 31, 2010, compared
with a net loss of $58.53 million on $423,000 of total operating
revenue during the prior year.

Hein & Associates LLP, in Denver, Colo., expressed substantial
doubt about Evergreen Energy's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses from operations and has had recurring
cash used in operations.

The Company's balance sheet at June 30, 2011, showed
$24.54 million in total assets, $21.52 million in total
liabilities, $2,000 in preferred stock, and $3.02 million in total
stockholders' equity.


FAIRFIELD SENTRY: Madoff Feeder Sues Citi Unit, Others for $143MM
-----------------------------------------------------------------
Roxanne Palmer at Bankruptcy Law360 reports that Madoff feeder
fund Fairfield Sentry Ltd. filed three suits in New York
bankruptcy court on Thursday seeking to recoup more than
$143.5 million in payments made to a Citigroup Inc. unit and
others.

Law360 relates that Fairfield said that it is entitled to $130
million in redemption payments made to Citigroup Global Markets
Ltd., $10.3 million paid to Fullerton Capital PTE Ltd. and $3.2
million received by BankMed (Suisse) SA.

                     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 15 protection (Bankr.
S.D.N.Y. Case No. 10-13164) on June 14, 2010.

Greenwich Sentry, L.P., and an affiliate filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 10-16229) on Nov. 19, 2010,
hoping to settle lawsuits filed against it in connection with its
investments with Bernard L. 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 US$3.55 billion that Fairfield
withdrew from Madoff during the period from 2002 to Mr. Madoff's
arrest in December 2008.  Since 1995, the Fairfield funds
invested about US$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.


FAITH CHRISTIAN: Plan Outline Hearing Continued Until Nov. 9
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Florida has
continued until Nov. 9, 2011, at 1:30 p.m., the status hearing to
consider adequacy of the amended disclosure statement explaining
Faith Christian Family Church of Panama City Beach, Inc.'s plan of
reorganization.

As reported in the Troubled Company Reporter on Aug 9, 2011,
according to the First Amended Disclosure Statement, filed on
July 5, 2011, the Debtor will fund the Plan from general
operations of the ministry.  The ministry has also listed the
parsonage for sale at a price of $4.2 million.  Should the
parsonage sell prior to confirmation, the Debtor will be able to
pay Suntrust and all creditors in full, except for Margie Negrin
Bishop (Class 14) whose claim is disputed.

The secured claim of Suntrust Bank, owed $2,924,127 plus accrued
interest, will be satisfied from the surrender of real property.
The Debtor is proposing three options, each of which consists of
the surrender of real property in full satisfaction of the debt.

Allowed unsecured claims of less than $1,200 will be paid in full
at no interest upon the effective date of confirmation.

General unsecured claim of Suntrust for a Visa card in the
approximate amount of $15,309 will be paid in full at 6% simple
interest over 60 months.

Equity interest holders will retain their positions as members of
the not for profit corporation.

A copy of the First Amended Disclosure Statement is available at:

     http://bankrupt.com/misc/faithchristian.1stamendedDS.pdf

                About Faith Christian Family Church

Based in Panama City Beach, Florida, Faith Christian Family Church
of Panama City Beach Inc., dba Faith Christian Family Church,
is a not for profit corporation.  The church filed for Chapter 11
bankruptcy protection (Bankr. N.D. Fla. Case No. 11-50288) on
May 24, 2011.  The Debtor disclosed $11,339,469 in assets, and
$3,361,477 in debts as of the Chapter 11 filing.  Charles M. Wynn,
Esq., at Charles M. Wynn Law Offices, P.A., serves as the Debtor's
bankruptcy counsel.


FKF MADISON: Creditors Seek to Probe HFZ, Related Pact
------------------------------------------------------
Dow Jones' DBR Small Cap reports that creditors are up in arms
about the deal HFZ Capital Group and former rival Related Cos. put
together for the embattled Manhattan condominium tower One Madison
Park, a deal that they say leaves them poorer by millions of
dollars.

                         About FKF Madison

FKF Madison owns the One Madison Park condominium tower in New
York City.  One Madison Park project came to halt in February 2010
when iStar Financial Inc., the chief financier for the project,
moved to foreclose on it.  The high-profile condominium project, a
50-story tower was developed by Ira Shapiro and Marc Jacobs.

An involuntary Chapter 7 case (Bankr. D. Del. Case No. 10-11867)
was filed against FKF Madison on June 8, 2010.  The case was
converted to a Chapter 11 in November 2010.


FREEZE, LLC: Case Summary & Largest Unsecured Creditor
------------------------------------------------------
Debtor: Freeze, LLC
          dba Sun Freeze, LLC
        5200 Town Center Circle, Suite 600
        Boca Raton, FL 33486

Bankruptcy Case No.: 11-13303

Affiliates that simultaneously sought Chapter 11 protection:

        Debtor                        Case No.
        ------                        --------
Freeze Holdings, LP                   11-13304
Freeze Group Holding Corp.            11-13305
Freeze Operations Holding Corp.       11-13306

Chapter 11 Petition Date: October 14, 2011

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

Debtors' Counsel: Laura Davis Jones, Esq.
                  PACHULSKI STANG ZIEHL & JONES LLP
                  919 N. Market Street, 17th Floor
                  Wilmington, DE 19899-8705
                  Tel: (302) 652-4100
                  Fax: (302) 652-4400
                  E-mail: ljones@pszjlaw.com

Lead Debtor's
Estimated Assets: $50,000,001 to $100,000,000

Lead Debtor's
Estimated Debts: $10,000,001 to $50,000,000

The petitions were signed by Steven C. Sanchioni, authorized
officer.

Lead Debtor's List of Its Largest Unsecured Creditors contains
only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Pension Benefit Guaranty           Pension                 Unknown
Corporation
P.O. Box 10308
San Rafael, CA 94912


GASPERILLA LODGING: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Gasperilla Lodging, LLC
          dba Days Inn Cocoa
        5600 State Road 524
        Cocoa, FL 32926

Bankruptcy Case No.: 11-07466

Chapter 11 Petition Date: October 12, 2011

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

Debtor's Counsel: Brett A. Mearkle, Esq.
                  LAW OFFICE OF BRETT A. MEARKLE
                  8777 San Jose Boulevard, Suite 801
                  Jacksonville, FL 32217
                  Tel: (904) 352-1342
                  Fax: (904) 352-1814
                  E-mail: bmearkle@mearklelaw.com

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

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

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

The petition was signed by Richard Dee, CEO.


GATEWAY METRO: Full-Payment Plan Disclosures Hearing Nov. 1
-----------------------------------------------------------
Gateway Metro Center LLC filed on Sept. 23, 2011, a Chapter 11
Plan and disclosure statement explaining the Plan with the U.S.
Bankruptcy Court for the Central District of California.  The
hearing to consider approval of the disclosure statement has been
set for Nov. 1, 2011, at 2:00 p.m.

On the Effective Date, to the extent not sold, transferred, or
otherwise distributed under the Plan to holders of Claims, or
otherwise, all Assets of the Estate will vest in the Reorganized
Debtor.  Each of the Debtor's present members will continue to be
members and each of the current officers will continue to serve as
officers of the Reorganized Debtor after the Effective Date of the
Plan, which is proposed to be approximately Jan. 1, 2012.

All Cash necessary for the Reorganized Debtor to make payments
under the Plan will be obtained from (i) existing Cash balances on
the Effective Date including funds borrowed pursuant to
the DIP Agreement, (ii) the operations of the Debtor or
Reorganized Debtor after the Effective Date, and (iii) a capital
contribution in the amount of $1,000,000 from the Members of the
Debtor to be made on the Effective Date (to establish a reserve
fund to be used to pay tenant improvements, leasing costs, leasing
commissions, property taxes and any interest on the Modified
Allstate Loan that is not paid when due).

The Plan designates 6 Classes of Claims and Interests:

1. Allstate Secured Claim.          Impaired. Entitled to Vote.
2. Flying Tigers Secured Claim.     Impaired. Entitled to Vote.
3. Secured Equipment Claim.         Impaired. Entitled to Vote.
4. General Unsecured Claims.        Impaired. Entitled to Vote.
5. Managing Member Claims.          Impaired. Entitled to Vote.
6. Interest Holders.                Unimpaired. Deemed to Accept.

The Class 1 Allstate Secured Claim will be modified in the
principal amount of $20,500,000 plus (a) all interest at the
contract rate accrued and unpaid as of the Effective Date, and
(b) all reasonable fees and costs, including Allstate's reasonable
attorneys' fees, accrued and unpaid as of the Effective Date.

The term of the Modified Allstate Loan will be seven (7) years
from the Effective Date.  Monthly installments of interest only
(in the amount of $76,075), based upon 4.25% per annum of the
projected loan balance on the Effective Date, will be made over
the first two years after the Effective Date.  Thereafter, monthly
installments of principal and interest (currently estimated at
$105,669.00), based on a 4.25% interest rate and a 360 month
amortization schedule, will be made.

To the extent that the Modified Allstate Loan is not paid in full
seven (7) years after the Effective Date, unless otherwise agreed
to by the parties, the Modified Allstate Loan will be paid in full
in Cash at that time that would require the refinancing of
the Modified Allstate Loan or a sale of the Building.

Holders of Class 4 Allowed General Unsecured Claims, estimated at
$72,000, will be paid in full in Cash in two (2) equal
installments with (1) the first installment due on the later of
(a) the Effective Date or (b) such other time as may be agreed to
by the holder of such Allowed General Unsecured Claim and either
the Debtor or the Reorganized Debtor, and (2) the second
installment due on the later of (a) the 60th day after the
Effective Date or (b) such other time as may be agreed to by the
holder of such Allowed General Unsecured Claim.

Each installment will include simple interest on the unpaid
portion of such General Unsecured Claim, without penalty of any
kind, at the rate of 7.5% per annum from and after the Effective
Date.

Payment of the Class 5 Managing member Claims, estimated at
$1,414,000, unless otherwise agreed to the Debtor and the Class 5
Creditors, will be deferred for up to 7 years, provided that, to
the extent that, in any month after the Effective Date, there is
Available Monthly Cash after payments to the DIP Lender and the
Flying Tigers Secured Claim ("Net Cash"), the Reorganized Debtor
may pay Class 5 Claims, or any remaining balance of such Claims,
in part or in full from Net Cash without premium or penalty.  The
Managing Member Claims will accrue simple interest on the unpaid
portion at the rate of 5% per annum from and after the Effective
Date.  To the extent that the Managing Member Claims are not paid
in full seven (7) years after the Effective Date, unless
otherwise agreed to by the parties, such amounts will be paid in
Cash at that time.

A copy of the Disclosure Statement dated as of Sept. 23, 2011, is
available for free at:

      http://bankrupt.com/misc/gatewaymetro.DS.docket40.pdf

                    About Gateway Metro Center

Gateway Metro Center LLC, is a California limited liability
company whose primary assets include (1) an approximately 121,462
square foot - 11 story office building and land located in the
City of Pasadena, California ("Gateway Metro Center" formerly
known as Gateway Tower) including rights to further develop the
land on which the Gateway Metro Center is located, and (2) an
approximately 8,000 square feet parcel of land immediately
abutting the office building (the "Land").

The Company filed a Chapter 11 petition (Bankr. C.D. Calif. Case
No. 11-47919) on Sept. 6, 2011.  Judge Barry Russell presides over
the case.  Howard J. Weg, Esq., and Lorie A. Ball, Esq. --
hweg@pwkllp.com and lball@pwkllp.com -- at Peitzman, Weg &
Kempinsky LLP, in Los Angeles, California, represent the Debtors.
Skeehan & Company serves as accountant to the Debtor.  FTI
Consulting, Inc., is the financial advisor to the Debtor.
Colliers International, Inc. acts as leasing broker.

In its schedules, the Debtor disclosed $32,570,485 in assets and
$22,338,135 in debts.  The petition was signed by John F. Pipia,
its president.


GAYATRI HOTELS: Case Summary & 17 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Gayatri Hotels, Inc.
          dba Quality Inn & Suites Baymeadows
        4443 Carriage Oak Lane
        Orange Park, FL 32065

Bankruptcy Case No.: 11-07505

Chapter 11 Petition Date: October 13, 2011

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

Debtor's Counsel: Jason A. Burgess, Esq.
                  THE LAW OFFICES OF JASON A. BURGESS, LLC
                  2350 Park Street
                  Jacksonville, FL 32204
                  Tel: (904) 521-9868
                  E-mail: jason@jasonaburgess.com

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

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

The Company's list of its 17 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/flmb11-07505.pdf

The petition was signed by Amit Patel, president.


GBO INC: Made an Assignment in Bankruptcy
-----------------------------------------
GBO Inc. disclosed that since it failed to file a proposal within
the provided period following the filing of the notice of
intention or within any Court-granted extension, GBO is deemed to
have made an assignment in bankruptcy.

Furthermore, since the Company no longer meets the TSX Venture
Exchange's continued listing requirements, trading in the
securities of the Company have been suspended and the Company has
been reclassified from a Tier 1 to a Tier 2 issuer.

Founded in 1946, GBO Inc. is an important Canadian window and door
manufacturer.  The Company designs, develops, manufactures,
markets and distributes a selection of mid-range and high-end
energy-efficient wood window arrangements, doors and accessories,
sold primarily under the "Bonneville" and "Polar" brands.


GENERAL GROWTH: Sells 3 Non-Core Properties for $280 Million
------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that General Growth
Properties Inc. sold three noncore assets for $280 million in the
past three months as the real estate investment trust shifts its
focus towards its regional mall portfolio.

                       About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, serve as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of Dec. 31, 2008.

General Growth Properties on Nov. 9, 2010, successfully completed
the final steps of its financial restructuring and emerged from
Chapter 11.  GGP successfully restructured approximately
$15 billion of project-level debt Recapitalized with $6.8 billion
in new equity capital Paid all creditor claims in full achieved
substantial recovery for equity holders.

As part of its plan of reorganization, GGP has split itself into
two separate and independent publicly traded corporations.  GGP
shareholders as of the record date of Nov. 1, 2010, received
common stock in both companies.  The new GGP, which will commence
trading Nov. 10 on The New York Stock Exchange under the ticker
symbol "GGP," is the second-largest shopping mall owner and
operator in the country, with more than 183 regional malls in 43
states.  The spin-off company, The Howard Hughes Corporation,
consists of GGP's portfolio of master planned communities and
other strategic real estate development opportunities.  This
company will trade under the ticker symbol "HHC" on The New York
Stock Exchange.

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


GLIMCHER REALTY: S&P Affirms 'B+' Credit Rating; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Glimcher
Realty Trust to stable from negative and affirmed its 'B+'
corporate credit rating on the company. "We also affirmed our
'CCC+' rating on Glimcher's preferred stock. The rating actions
affect roughly $280 billion of rated preferred stock," S&P
related.

"We revised our outlook on Glimcher to reflect the fact that while
fixed-charge coverage is currently weak, it is steady and should
improve as a large development approaches stabilization," said
credit analyst George Skoufis. "We also see less downside risk at
the current rating due to Glimcher's initiatives to reduce
leverage, enhance liquidity, and improve the quality of its asset
portfolio and its cash flow."

"Positive portfolio performance trends and greater contribution
from Scottsdale Quarter in the near future should support cash
flow growth that we believe will result in improved coverage of
fixed charges and the common dividend. We would lower the ratings
if fixed-charge coverage and total coverage do not meet our
expectations. This might occur if operating conditions deteriorate
or if Glimcher raises leverage to grow, which would pressure FCC
from current levels, hurt liquidity, and possibly pressure bank
covenants. We do not foresee ratings improvement over the near
term due to still weak fixed-charge coverage metrics," S&P said.


GOLDENPARK: Seeks Denial of Urban Commons' Motion to Dismiss
------------------------------------------------------------
In response to Urban Commons Sycamore, LLC's motion to dismiss its
Chapter 11 case, Goldenpark LLC submits that this should be denied
because "cause" does not exist to dismiss the bankruptcy case.
The action is not warranted because the Debtor has filed all of
its Monthly Operating Reports, the Debtor has filed a disclosure
statement and plan of reorganization, and the Debtor is not and
has not at any point in this case intentionally hid assets.

Lindsey L. Smith, Esq., at Levene, Neale, Bender, Yoo & Brill
L.L.P., representing the Debtor, notes that Urban's first concern
is that the Debtor did not comply with the Court's scheduling
order that required the Debtor to file a plan of reorganization by
Sept. 15, 2011.  The Debtor did file a Plan and Disclosure
Statement on Sept. 22, 2011.  After Sept. 15, Mehrad Elie and the
Debtor's principal Dae In Kim entered into a capital contribution
agreement pursuant to which Mr. Elie or his related entities will
provide capital to Mr. Kim with respect to the Debtor.  Based on
this investment, $3.2 million will be infused into the estate on
Plan confirmation.

According to Ms. Smith, the Capital Contribution Agreement
provides a substantial portion of the funding needed to implement
the Debtor's Plan.  It was not until after the deadline that the
Debtor obtained the necessary financing to propose a feasible plan
of reorganization.  Had the Debtor filed a plan prior to the
deadline, it is likely that either the Plan would not be feasible
and/or the benefit to the estate and its creditors.  Additionally,
the plan would have to be substantially amended due to the
consummation of the Capital Contribution Agreement, thereby
causing the estate to incur substantial additional administrative
costs.  By waiting a mere one week past the deadline, the Debtor
was able to file a Plan that not only completely cures the
Debtor's defaults to Urban on the effective date, but a Plan that
also has a high likelihood of being confirmed.

Ms. Smith adds that Urban's concern regarding the Debtor's
monthly operating reports is moot because the Debtor recently
filed all past due monthly operating reports.  The Debtor is now
in full compliance with the Local Bankruptcy Rules and U.S.
Trustee's requirements concerning the filing of monthly operating
reports.

In reply to Urban's concern that the Debtor is allegedly
concealing assets from the Court and its creditors, the Debtor
submits that to the best of its knowledge it disclosed all of its
assets in its Schedules.  The alleged "Related Party Receivables"
that Urban is alleging the Debtor is concealing were inadvertently
included in the balance sheet attached to the Cash Collateral
Motion.  In the event that the Debtor discovers that the "Related
Party Receivables" are in fact due to the Debtor or that the
Debtor has inadvertently failed to disclose any assets in its
Schedules, the Debtor will promptly amend the Schedules prior to
the hearing on the Motion.  Urban's concern regarding missing
assets from the Debtor's Schedules will be relieved prior to the
hearing on the Motion by an amendment to the Schedules, Ms. Smith
states.

As reported in the Troubled Company Reporter on Sept. 21, 2011,
Urban Commons Sycamore LLC, a creditor of Goldenpark LLC, asked
the
U.S. Bankruptcy Court for the Central District of California to
dismiss the Debtor's Chapter 11 bankruptcy case or, in the
alternative, convert the Debtor's case to Chapter 7 liquidation
proceeding because the Debtor has ignored and failed to comply
with the scheduling order's deadline for the filing of its plan
and disclosure statement.

Urban Commons notes that the Debtor's plan filing deadline expired
on Sept. 15, 2011.

Urban Commons adds that the Debtor has failed to comply with the
requirements of the Court's local rules by failing to file any
monthly operating reports at all in case and is concealing assets.

A hearing is set for Oct. 12, 2011, at 9:30 a.m., to consider the
creditor's request.

                       About Goldenpark LLC

Goldenpark LLC operates a 171-room hotel in Norwalk, California.
Pursuant to a franchise agreement with Hilton Worldwide, the hotel
is currently being operated as a Double Tree Hotel.

Goldenpark LLC filed for Chapter 11 bankruptcy (Bankr. C.D. Calif.
Case No. 11-30070) on May 8, 2011, to halt a secured lender's
attempt to place the hotel in the hands of a receiver.  Judge
Peter Carroll presides over the case.  The Debtor estimated
$10 million to $50 million in both assets and debts as of the
Chapter 11 filing.

Timothy 1. Yoo, Esq., David B. Golubchik, Esq., and Lindsey L.
Smith, Esq., at Levene, Neale, Bender, Yoo & Brill L.L.P.,
represent the Debtors.


GOLDENPARK: Disclosure Statement Hearing Nov. 16
------------------------------------------------
Goldenpark LLC has filed a Chapter 11 plan of reorganization and
explanatory disclosure statement dated Sept. 22, 2011.

Under the reorganization plan, the principal of the Debtor, Dae In
Kim, will infuse $3.2 million into the Debtor to make all
necessary payments on the Effective Date of the Plan, which will
cure and reinstate the loan with the Debtor's primary secured
creditor.  Thereafter, the Debtor seeks to accomplish payments
under the Plan by using profits from operations of its business.
The plan effective date will be the first business day of the
first full calendar month that is at least 15 days following the
date of entry of the Court order confirming the Plan when and
provided that all of the following conditions to the effectiveness
of the Plan have been satisfied or waived by the Debtor: (a) there
will not be any stay in effect with respect to the Plan
Confirmation Order; (b) the Plan Confirmation Order will not be
subject to any appeal or rehearing; and (c) the Plan and all
documents, instruments and agreements to be executed in connection
with the Plan will have been executed and delivered by all parties
to such documents, instruments and agreements.

The Debtor's sole member, Mr. Kim and an investor - Mehrad Elie ?
entered into a capital contribution agreement pursuant to which
Mr. Elie or his related entities will provide capital to Mr. Kim
with respect to the Debtor and other non-Debtor holdings.  Based
on the investment, upon Plan Confirmation, Mr. Kim will infuse
approximately $3.2 million into the estate.  The infusion of the
New Funds will be used to cure and reinstate Urban Common
Sycamore's debt.  Once this occurs, default interest and late fees
will no longer be due and the loans will continue through their
contractual maturity dates in 2015.  Pursuant to the Plan, the New
Funds will be used to pay secured property tax claims, cure and
reinstate Urban loans, pay a portion of junior secured claim of
Kay Nam, pay administrative claims and priority unsecured claims,
with a distribution to general unsecured creditors.

Based on full payment of the secured property tax claim, the claim
will be unimpaired and deemed to have accepted the plan.  Based on
the Debtor's ability to cure and reinstate its loans with Urban,
Urban's secured claims will be unimpaired and deemed to have
accepted the plan.  In addition, the Debtor is confident that Kay
Nam, as the junior secured creditor, and the general unsecured
creditors will vote to accept the plan.  Pursuant to the plan, the
$3.2 million will be deposited into Debtor's counsel's trust
account seven days before the confirmation hearing so that there
will be no issue as to feasibility of the payment.  The Debtor
believes that it has a viable plan which will be confirmed within
a reasonable time period.  Without the Hotel, there can be no plan
and no distribution to creditors.

It is anticipated that, on the Effective Date, the Debtor will
hold approximately $3.2 million as the contribution of New Funds
by Mr. Kim, which will be deposited into Levene, Neale, Bender,
Yoo & Brill L.L.P. (LNBYB)'s trust account seven days before the
Plan confirmation hearing.

The classification of claims and their treatment under the plan
are:

     A. Administrative expenses consists of professional fees due
        and owing to Levene, Neale, Bender, Yoo & Brill L.L.P.,
        estimated to be $100,000.  Administrative expense claims
        will be paid in full from Estate Funds upon the later of
        confirmation of the Plan; and the date of entry of the
        order allowing the final fee application.

     B. Priority tax claims will be paid in full on the later of
        the Effective Date; and date of final order determining
        allowance of claim.  Priority tax claims owed to the IRS,
        Franchise Tax Board, the City of Norwalk, and the
        Employment Development Department are estimated to total
        $439,723.38.

     C. Class 1 - Secured claims are claims secured by liens on
        property of the estate, estimated to total $760,000.

        On the Effective Date, Class 1 creditor will receive
        payment from the New Funds equal to the full amount of
        its claim, excluding default interest and penalties based
        on Entz-White.  If a dispute exists as to the payoff
        amount, funds will be held in LNBYB's trust account and
        released upon entry of a final and non-appealable order
        allowing the claim.

        Pending the payment of the claim, the class 1 claim will
        continue to retain its lien on the Hotel with the same
        validity, extent and priority until the obligation is
        satisfied.

     D. Class 2 ? Secured Claim of Urban Common Sycamore estimated
        to be $17.2 million.

        On the Effective Date, Class 2 creditor will receive
        payment from New Funds equal to the full amount of all
        defaults, excluding default interest, late fees and
        penalties which is estimated to be approx. $600,000.  If a
        dispute exists as to the payoff amount, funds will be held
        in LNBYB's trust account and released upon entry of a
        final and non-appealable order allowing the claim.

        Based on the foregoing cure, the obligation to Class 2
        creditor will be reinstated and the Reorganized Debtor
        will continue to comply with the provisions of the
        underlying loan documents, which will be unaffected by
        the Plan, until loan maturity, which is February 2015.

     E. Class 3 ? Secured Claim of Urban Common Sycamore estimated
        to be $1.34 million.

        On the Effective Date, Class 3 creditor will receive
        payment from New Funds equal to the full amount of all
        defaults, excluding default interest, late fees and
        penalties which is estimated to be approx. $40,000.  If a
        dispute exists as to the payoff amount, funds will be held
        in LNBYB's trust account and released upon entry of a
        final and non-appealable order allowing the claim.

        Based on the foregoing cure, the obligation to Class 3
        creditor will be reinstated and the Reorganized Debtor
        will continue to comply with the provisions of the
        underlying loan documents, which will be unaffected by
        the Plan, until loan maturity, which is April 2015.

     F. Class 4 ? Secured Claim of Kay Nam estimated to be $1.3
        Million.

        On the Effective Date, Class 4 creditor will receive
        payment from New Funds equal to the full amount of the
        secured claim.  If a dispute exists as to the payoff
        amount, funds will be held in LNBYB's trust account and
        released upon entry of a final and non-appealable order
        allowing the claim.

     G. Class 5 ? General unsecured claims are estimated to be
        $650,000.

        Class 5 general unsecured creditors will receive for
        their allowed claims, the balance of New Funds, after
        payment of secured claims administrative claims, priority
        unsecured claims and cure claims related to assumption of
        executory contracts.  Based on the Debtor's calculations,
        the Debtor estimates that approximately $285,000 will
        remain for distribution to all Class 5 allowed claims on
        a pro-rata basis.  Based on the Debtor's estimation of
        $650,000 in Class 5 claims, the Debtor estimates that
        Class 5 allowed claimholders will receIve distributions
        equal to approximately 43% of their allowed claims.

     H. Class 6 - Membership Interests.  Mr. Kim's current 100%
       membership interest in the Debtor will be reallocated as
       follows: Mr. Kim will hold 30% membership interest in the
       Reorganized Debtor.  Mr. Elie or his designee/nominee will
       hold 70% membership interest in the Reorganized Debtor.

The disclosure statement hearing is scheduled on Nov. 16, 2011,
At 9:30 A.M.

A copy of the disclosure statement is available for free at:

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

                       About Goldenpark LLC

Goldenpark LLC operates a 171-room hotel in Norwalk, California.
Pursuant to a franchise agreement with Hilton Worldwide, the hotel
is currently being operated as a Double Tree Hotel.

Goldenpark LLC filed for Chapter 11 bankruptcy (Bankr. C.D. Calif.
Case No. 11-30070) on May 8, 2011, to halt a secured lender's
attempt to place the hotel in the hands of a receiver.  Judge
Peter Carroll presides over the case.  The Debtor estimated
$10 million to $50 million in both assets and debts as of the
Chapter 11 filing.

Timothy 1. Yoo, Esq., David B. Golubchik, Esq., and Lindsey L.
Smith, Esq., at Levene, Neale, Bender, Yoo & Brill L.L.P.,
represent the Debtors.


GRACEWAY PHARMA: Committee Finds Flaws in Sale Procedures
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that while the Graceway Pharmaceuticals LLC creditors'
committee doesn't object to the notion of a sale, it does take
issue with some proposed auction procedures.  A hearing on the
auction procedures was scheduled Oct. 17 in U.S. Bankruptcy Court
in Delaware.

According to Mr. Rochelle, primarily, unsecured creditors don't
want sale proceeds paid to the lenders when the sale is completed.
Rather, the committee is asking for the proceeds to be held in
escrow until the committee completes its investigation into the
validity of the secured creditors' liens.

The report relates that the proposed financing agreement would
give the committee 60 days to investigate the liens.  The period
begins to run if the loan receives final approval at an Oct. 21
hearing.

The report notes that with regard to the sale, the Committee wants
to be consulted over whether a bidder is qualified, a bid meets
threshold requirements, and a buyer has financial strength to
complete a transaction.  Switzerland's Galderma SA is under
contract to pay $275 million cash.  The Company told the judge
previously there should be more than one bidder.

                  About Graceway Pharmaceuticals

Based in Bristol, Tennessee, Graceway Pharmaceuticals LLC offers
dermatology, respiratory, and women's health products. Its Zyclara
Cream is used for the treatment of external genital and perianal
warts (EGW) in patients 12 years of age and older. The company
offers products for the treatment of dermatology conditions, such
as actinic keratosis, superficial basal cell carcinoma, external
genital warts, atopic dermatitis, and acne; and respiratory
conditions, such as asthma.

Graceway Pharmaceuticals and its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Lead Case No. 11-13036) on
Sept. 29, 2011.

Graceway intends to sell essentially all of its assets pursuant to
Section 363 of the Bankruptcy Code.  Switzerland's Galderma SA has
been selected as a stalking horse bidder, but the final buyer will
be determined through an auction process and, ultimately, by the
Bankruptcy Court over the course of the next few months.

The company's debt includes $430.7 million owing on a first-lien
revolving credit and term loan.  Second-lien debt is $330 million,
with mezzanine debt totaling another $81.4 million.

The company said the sale has the consent of holders of 40% of the
first-lien debt, which means the sale could be opposed by holders
of 60% of the senior debt.

Attorneys at Young Conaway Stargatt & Taylor LLP serve as counsel
to the Debtors.  Latham & Watkins LLP is the co-counsel.  Alvarez
and Marsal North America, LLC, is the financial advisor.  Lazard
Freres & Co. LLC is the investment banker.  PricewaterhouseCoopers
LLP is the tax consultant.  BMC Group serves as claims and notice
agent.

Lowenstein Sandler PC serves as the committee counsel.


GRACEWAY PHARMA: Court OKs BMC Group as Claims & Balloting Agent
----------------------------------------------------------------
Graceway Pharmaceuticals LLC sought and obtained permission from
the U.S. Bankruptcy Court for the District of Delaware to employ
BMC Group, Inc., as notice, claims, and balloting agent.

Upon retention, the firm will, among other things:

   a. prepare and serve all notices in the Chapter 11 cases as
      determined by the Debtors or their counsel;

   b. receive, record and maintain copies of all proofs of claim
      and proofs of interest filed in these Chapter 11 Cases; and

   c. create and maintain the official claims register
      containing, among other things, PDF images of every proof of
      claim which will be in a format accessible through a Web
      site maintained by BMC.

Tinamarie Feil, President and Client Services/COO of BMC Group,
attests that the firm is a "disinterested person," as that term is
defined in section 101(14) of the Bankruptcy Code.

Prior to the Petition Date, the Debtors paid BMC Group a total of
$25,000 as retainer.

The Debtors propose to compensate BMC Group on substantially the
terms and conditions set forth in the parties' Retention
Agreement.

                  About Graceway Pharmaceuticals

Based in Bristol, Tennessee, Graceway Pharmaceuticals LLC offers
dermatology, respiratory, and women's health products. Its Zyclara
Cream is used for the treatment of external genital and perianal
warts (EGW) in patients 12 years of age and older. The company
offers products for the treatment of dermatology conditions, such
as actinic keratosis, superficial basal cell carcinoma, external
genital warts, atopic dermatitis, and acne; and respiratory
conditions, such as asthma.

Graceway Pharmaceuticals and its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Lead Case No. 11-13036) on
Sept. 29, 2011.

Graceway intends to sell essentially all of its assets pursuant to
Section 363 of the Bankruptcy Code.  Switzerland's Galderma SA has
been selected as a stalking horse bidder, but the final buyer will
be determined through an auction process and, ultimately, by the
Bankruptcy Court over the course of the next few months.

The company's debt includes $430.7 million owing on a first-lien
revolving credit and term loan.  Second-lien debt is $330 million,
with mezzanine debt totaling another $81.4 million.

The company said the sale has the consent of holders of 40% of the
first-lien debt, which means the sale could be opposed by holders
of 60% of the senior debt.

Attorneys at Young Conaway Stargatt & Taylor LLP serve as counsel
to the Debtors.  Latham & Watkins LLP is the co-counsel.  Alvarez
and Marsal North America, LLC, is the financial advisor.  Lazard
Freres & Co. LLC is the investment banker.  PricewaterhouseCoopers
LLP is the tax consultant.

Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed three unsecured creditors to serve on the Official
Committee of Unsecured Creditors.  Lowenstein Sandler PC serves as
the committee counsel.


GRACEWAY PHARMA: Hires Latham & Watkins as Bankruptcy Counsel
-------------------------------------------------------------
Graceway Pharmaceuticals LLC seeks to retain the law firm of
Latham & Watkins LLP to, among other things:

   a. advise the Debtors with respect to their powers and duties
      as debtors-in-possession in the continued management and
      operation of their business and properties;

   b. attend meetings and negotiations with representatives of
      creditors, interest holders and other parties-in-interest;
      and

   c. prepare motions, applications, answers, orders, reports, and
      papers necessary to the administration of the Debtors'
      estate.

The Debtors propose to pay the firm at these standard rates:

    Personnel                              Rates
    ---------                              -----
    Associates                            $370-895/hour
    Counsel                               $755-965/hour
    Partners                              $760-1,135/hour
    Paraprofessional                      $120-565/hour

As of the Petition Date, L&W holds a prepetition retainer as an
advance toward L&W's fees and services in the approximate amount
of $579,099.

Josef S. Athanas, Esq. -- josef.athanas@lw.com -- a partner of
L&W, attests that the firm is a "disinterested person," as that
term is defined in section 101(14) of the Bankruptcy Code.

                  About Graceway Pharmaceuticals

Based in Bristol, Tennessee, Graceway Pharmaceuticals LLC offers
dermatology, respiratory, and women's health products. Its Zyclara
Cream is used for the treatment of external genital and perianal
warts (EGW) in patients 12 years of age and older. The company
offers products for the treatment of dermatology conditions, such
as actinic keratosis, superficial basal cell carcinoma, external
genital warts, atopic dermatitis, and acne; and respiratory
conditions, such as asthma.

Graceway Pharmaceuticals and its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Lead Case No. 11-13036) on
Sept. 29, 2011.

Graceway intends to sell essentially all of its assets pursuant to
Section 363 of the Bankruptcy Code.  Switzerland's Galderma SA has
been selected as a stalking horse bidder, but the final buyer will
be determined through an auction process and, ultimately, by the
Bankruptcy Court over the course of the next few months.

The company's debt includes $430.7 million owing on a first-lien
revolving credit and term loan.  Second-lien debt is $330 million,
with mezzanine debt totaling another $81.4 million.

The company said the sale has the consent of holders of 40% of the
first-lien debt, which means the sale could be opposed by holders
of 60% of the senior debt.

Attorneys at Young Conaway Stargatt & Taylor LLP serve as counsel
to the Debtors.  Alvarez and Marsal North America, LLC, is the
financial advisor.  Lazard Freres & Co. LLC is the investment
banker.  PricewaterhouseCoopers LLP is the tax consultant.  BMC
Group, Inc is the notice, claims, and balloting agent.

Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed three unsecured creditors to serve on the Official
Committee of Unsecured Creditors.  Lowenstein Sandler PC serves as
the committee counsel.


GRACEWAY PHARMA: Taps Alvarez & Marsal as Restructuring Advisors
----------------------------------------------------------------
Graceway Pharmaceuticals LLC asks permission from the U.S.
Bankruptcy Court for the District of Delaware to employ Alvarez &
Marsal North America, LLC, as restructuring advisors.

Upon retention, the firm will, among other things:

   a. assist the Debtors in the preparation of financial relates
      disclosures required by the Court, including the Schedules
      of Assets and Liabilities, the Statement of Financial
      Affairs and Monthly Operating Reports;

   b. assist the Debtors with information and analyses required
      pursuant to the Debtors' DIP financing; and

   c. assist with the identification and implementation of short-
      term cash management procedures.

As of the Petition Date, A&M held a $270,000 retainer.

The rates of A&M professionals anticipated to be assigned to the
case are:

   Personnel                             Rates
   ---------                             -----
   Tom Hill                             $775/hour
   Justin Schmaltz                      $550/hour
   Hamish Allanson                      $450/hour
   Jodi Ehrenhofer                      $425/hour
   Paul Krolicki                        $325/hour

The firm's standard rates are:

   Personnel                            Rates
   ---------                            -----
   Managing Director                    $650-850/hour
   Director/Senior Director             $425-650/hour
   Associate/Senior Associate           $350-450/hour
   Analyst/Consultant                   $250-350/hour

Thomas E. Hill, managing director of A&M, attests that the firm is
a "disinterested person," as that term is defined in section
101(14) of the Bankruptcy Code.

                     About Graceway Pharmaceuticals

Based in Bristol, Tennessee, Graceway Pharmaceuticals LLC offers
dermatology, respiratory, and women's health products. Its Zyclara
Cream is used for the treatment of external genital and perianal
warts (EGW) in patients 12 years of age and older. The company
offers products for the treatment of dermatology conditions, such
as actinic keratosis, superficial basal cell carcinoma, external
genital warts, atopic dermatitis, and acne; and respiratory
conditions, such as asthma.

Graceway Pharmaceuticals and its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Lead Case No. 11-13036) on
Sept. 29, 2011.

Graceway intends to sell essentially all of its assets pursuant to
Section 363 of the Bankruptcy Code.  Switzerland's Galderma SA has
been selected as a stalking horse bidder, but the final buyer will
be determined through an auction process and, ultimately, by the
Bankruptcy Court over the course of the next few months.

The company's debt includes $430.7 million owing on a first-lien
revolving credit and term loan.  Second-lien debt is $330 million,
with mezzanine debt totaling another $81.4 million.

The company said the sale has the consent of holders of 40% of the
first-lien debt, which means the sale could be opposed by holders
of 60% of the senior debt.

Attorneys at Young Conaway Stargatt & Taylor LLP serve as counsel
to the Debtors.  Latham & Watkins LLP is the co-counsel.  Lazard
Freres & Co. LLC is the investment banker.  PricewaterhouseCoopers
LLP is the tax consultant.  BMC Group, Inc is the notice, claims,
and balloting agent.

Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed three unsecured creditors to serve on the Official
Committee of Unsecured Creditors.  Lowenstein Sandler PC serves as
the committee counsel.


GREAT ATLANTIC: Future Uncertain for Local Employees
----------------------------------------------------
Michael Bruschini at the Huntington Patch reports that union
workers at the Dix Hills/Huntington Station Pathmark supermarket
are on edge as the store's parent company, The Great Atlantic &
Pacific Tea Company Inc., strives to emerge from Chapter 11
bankruptcy.

According to the report, Peter Globoschutz, a United Food and
Commercial Workers member and longtime company employee, said he
is worried about possible salary cuts, wage freezes, increased
healthcare costs and other looming benefit cutbacks.

The report relates that UFCW officials said members have declared
their willingness to work with the company on a new contract as
negotiations with the Montvale, N.J.-based A&P company continue.

The report reports A&P spokesperson Marcy Connor said reducing
labor costs is critical to complete the turnaround.

                  About Great Atlantic & Pacific

Founded in 1859, Montvale, New Jersey-based Great Atlantic &
Pacific is a supermarket retailer, operating under a variety of
well-known trade names, or "banners" across the mid-Atlantic and
Northeastern United States.  Before filing for bankruptcy in 2010,
A&P operated 429 stores in 8 states and the District of Columbia
under the following trade names: A&P, Waldbaum's, Pathmark,
Pathmark Sav-a-Center, Best Cellars, The Food Emporium, Super
Foodmart, Super Fresh and Food Basics.  A&P had 41,000 employees
prior to the bankruptcy filing.

A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Case No. 10-24549) on Dec. 12, 2010 in White Plains, New York.  In
its petition, A&P reported total assets of $2.5 billion and
liabilities of $3.2 billion as of Sept. 11, 2010.

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
serve as counsel to the Debtors.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Lazard Freres & Co. LLC is the
financial advisor.  Huron Consulting Group is the management
consultant.  Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and
Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represent the Official Committee of Unsecured Creditors.

A&P obtained court approval for a new contract with C&S Wholesale
Grocers Inc., its principal supplier.  The contract is designed to
save A&P $50 million a year when the supermarket operator emerges
from Chapter 11 reorganization.

A&P sold postpetition 12 Super-Fresh stores in the Baltimore-
Washington area for $37.83 million, plus the value of inventory.
Thirteen other locations didn't attract buyers at auction and were
closed mid-July 2011.


GREENWICH SENTRY: To Present Plans for Confirmation Nov. 22
-----------------------------------------------------------
The Hon. Burton R. Lifland of the U.S. Bankruptcy Court for the
Southern District of New York has approved the first amended
disclosure statements for Greenwich Sentry L.P. and Greenwich
Sentry Partners L.P.'s reorganization plans, which have
substantially similar terms and differ only in the amount involved
to each of the Debtor.

The Confirmation Hearing will be held on Nov. 22, 2011, at 10:00
a.m.  All objections to confirmation of the Plans must be received
no later than Nov. 15, 2011, at 4:00 p.m.  The voting deadline is
on Nov. 4, 2011, at 5:00 p.m.

The primary components of the Plans are:

  -- the payment in full of allowed administrative expense
     claims, allowed professional fee claims, allowed priority
     tax claims, allowed priority claims and allowed general
     unsecured claims;

  -- the implementation of a settlement with the BLMIS trustee
     for the estate of Bernard L. Madoff Investment Securities
     (BLMIS);

  -- the establishment of two trusts to hold the retained assets
     left in the Debtor's estate after consummation of the BLMIS
     trustee settlement and payment of allowed claims with
     Priority over the allowed limited partner interests of
     certificates representing the beneficial ownership of the
     trusts.

The central feature of Greenwich Sentry Partners, L.P.'s Plan is
the BLMIS trustee settlement, wherein the Debtor believing,
pursuant to its good faith business judgment, that avoidance
action claims of the BLMIS trustee would be difficult to defend,
has agreed, in sum, to allow the BLMIS trustee a claim and
judgment in the amount of $5,985,000 and the BLMIS trustee has
agreed to seek recovery of his claim only from certain specified
assets of the Debtor, to allow the Debtor's customer claim against
BLMIS in the amount of $2,011,304, to share recovery on certain
litigation claims with the Debtor, and to provide for the
distribution of the retained assets to creditors and limited
partners free and clear of the BLMIS trustee claims.

The BLMIS trustee agreed to support the Plans and Disclosure
Statement and to vote his claim in favor of the Plans pursuant to
the settlement agreements.  BLMIS is a broker-dealer registered
with the Securities and Exchange Commission, though customer
accounts maintained by the Debtors at BLMIS.  The Debtors have
been informed that holder of not less than $60 million in limited
partner interests in GS also favor the Court's approval of the
Disclosure Statements and confirmation of the Plans.

The Plans provide the Debtors' creditors with substantial
recoveries and allows for recovery of equity.

Full-text copies of the Disclosure Statements are available for
free at:

             http://ResearchArchives.com/t/s?7730

                   About Greenwich Sentry

Liquidators of Fairfield Sentry Limited, filed a Chapter 15
petition for Fairfield in June 2010 (Bankr. S.D.N.Y. Case No.
10-13164).  In July 2010, Kenneth Krys and Christopher Stride of
Krys & Associates (BVI) Limited, the liquidators of Fairfield
Sentry Limited, Fairfield Sigma Limited and Fairfield Lambda
Limited obtained cross-border recognition as foreign main
proceedings by the U.S. Bankruptcy Court of the funds' insolvency
proceedings, pending in the British Virgin Islands.  The
liquidators are represented in the U.S. by Brown Rudnick LLP.

Fairfield Sentry Limited was the largest "feeder fund" to Bernard
L. Madoff Investment Securities LLC, and invested approximately
95% of its assets with BLMIS.  BLMIS was placed into liquidation
proceedings in the United States in December 2008, after it was
revealed that Bernard Madoff operated BLMIS as a Ponzi scheme for
many years.  Fairfield Sigma Limited and Fairfield Lambda Limited
were both feeder funds of Fairfield Sentry Limited, and invested
all of their assets with Fairfield Sentry Limited.

Greenwich Sentry, L.P., and an affiliate filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 10-16229) on Nov. 19, 2010,
hoping to settle lawsuits filed against it in connection with its
investments with Bernard L. Madoff.  Paul R. DeFilippo, Esq., at
Wollmuth Maher & Deutsch LLP, in New York, represents the Debtors
in the Chapter 11 cases.

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, Mr. 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 Mr.
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.

In schedules filed with the Court, Greenwich Sentry disclosed
$317,073,770 in total assets and $206,337,244 in total
liabilities.


GYMBOREE CORP: Bank Debt Trades at 11% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Gymboree
Corporation is a borrower traded in the secondary market at 88.70
cents-on-the-dollar during the week ended Friday, Oct. 14, 2011,
an increase of 1.98 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 412.5 basis points
above LIBOR to borrow under the facility.  The bank loan matures
on Feb. 23, 2018, and carries Moody's B1 rating and Standard &
Poor's B rating.  The loan is one of the biggest gcainers and
losers among 78 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

                  About The Gymboree Corporation

The Gymboree Corporation (GYMB: Nasdaq) --
http://www.gymboree.com/-- is a specialty retailer operating
stores selling apparel and accessories for children under the
Gymboree, Gymboree Outlet, Janie and Jack and Crazy 8 brands, as
well as play programs for children under the Gymboree Play & Music
brand.  The Company operates retail stores in the United States,
Canada and Puerto Rico in regional shopping malls and in selected
suburban and urban locations.  As of January 30, 2010, the Company
conducted its business through five divisions: Gymboree, Gymboree
Outlet, Janie and Jack, Crazy 8, and Gymboree Play & Music.  As of
January 30, 2010, the Company operated a total of 953 retail
stores, including 916 stores in the United States (593 Gymboree
stores, 139 Gymboree Outlet stores, 119 Janie and Jack shops, and
65 Crazy 8 stores), 34 Gymboree stores in Canada, 2 Gymboree
stores in Puerto Rico, and 1 Gymboree Outlet store in Puerto Rico.

                          *     *     *

As reported by the Troubled Company Reporter on Sept. 14, 2011,
Moody's Investors Service revised The Gymboree Corporation's
rating outlook to negative from stable.  All other ratings
including the B2 Corporate Family Rating were affirmed.  The
rating outlook revision to negative from stable primarily reflects
persistent negative trends in EBITDA over the past few fiscal
quarters and Moody's expectations that these negative trends are
unlikely to reverse over the course of the current fiscal year.
As a result, the company's performance has been below Moody's
initial expectations therefore leverage is likely to remain high
for an extended period.  The company's recent performance has been
negatively impacted primarily by weak product performance at its
Gymboree division, which necessitated higher markdowns to clear
merchandise.  The company's cost of sales is expected to increase
over the course of the current fiscal year, as goods were
purchased when raw material costs were higher earlier this year
are delivered to the stores.  Moody's expects the company will
face continued pressure on gross margins over the course of this
year as a result.

Gymboree's B2 Corporate Family Rating reflects its highly
leveraged capital structure following its acquisition by Bain
Capital.  Leverage remains high, with debt/EBITDA in excess of 6.5
times for the LTM period ending July 30, 2011.  The rating also
takes into consideration Gymboree's overall moderate scale and the
highly fragmented infant and toddler apparel market.


HARRISBURG, PA: Status Conference Held, Continued for Nov. 23
-------------------------------------------------------------
The Bankruptcy Court held a status conference Monday, Oct. 17, at
the behest of the City of Harrisburg, through its Mayor, the
Honorable Linda D. Thompson.

Mayor Thompson's legal team last week asked the Court to conduct
an emergency status conference pursuant to 11 U.S.C. Sec.
105(d)(1) to address these issues:

     a. Scheduling an emergency hearing on dismissal of
        Harrisburg's bankruptcy case;

     b. Whether the City Council, and the attorney selected by
        the City Council, Mark D. Schwartz, Esq., were authorized
        to file the Chapter 9 case and are authorized to continue
        to file pleadings on behalf of the City;

     c. Why the Court should not enter an Order for Relief;

     d. Prevention of additional ultra vires acts by those
        purporting to represent and/or act upon the behalf of the
        City; and

     e. The harm to the City by the "improper" filing and the need
        for expedited procedures before the Court to resolve
        whether the City Council and Attorney Schwartz had
        authority to file the case and why the requirements for
        proceeding under Chapter 9 have not been met.

The mayor's lawyers contend the Chapter 9 Petition filed by the
City Council is invalid because, inter alia, it was filed without
the requisite authority.  The invalid bankruptcy petition must be
dismissed.

"The City is extremely concerned that members of City Council and
Attorney Schwartz will attempt to further perpetuate this
unauthorized Bankruptcy Case to the detriment of the City, its
creditors and other stakeholders in blatant disregard of the
proper procedures for the functioning of the City in derogation of
the representative form of government in the City," Mayor
Thompson's court filing said.

Judge Mary D. France on Oct. 14 issued an order setting Monday's
status conference.  The judge also:

     -- directed Harrisburg to immediately give notice of the
        commencement of the case to all parties in interest;

     -- directed Harrisburg to publish notice of the commencement
        of the case in The Wall Street Journal and the Harrisburg
        Patriot;

     -- set Nov. 21, 2011, as the deadline for filing objections
        to the Chapter 9 petition; and

     -- set a preliminary hearing for Nov. 22 at 9:30 a.m. if
        objections are filed.

Mayor Thompson's office wasn't pleased with the Oct. 14 ruling and
on Sunday asked the Court to vacate or delay the timeframes to
give and publish notice of the bankruptcy, reminding the Court
again that the case was not properly filed and must be dismissed.
The mayor's lawyers again argued that the petition was signed by
"one of the Unauthorized Council Members -- not by the city
executive vested with such power -- the Mayor.  Thus, the Petition
is invalid and should not be treated as being a petition which
?commences? a case."

At the end of Monday's hearing, Judge France continued the status
conference for Nov. 23, 2011, at 9:30 a.m.

                       Immediate Dismissal

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the State of Pennsylvania, saying the municipal
bankruptcy filing by Harrisburg violated a state statute
"expressly forbidding it," asked a bankruptcy court to dismiss the
case "immediately."

According to the report, the state said in court papers filed
Oct. 14 that Harrisburg's petition "brazenly disregarded" a law
adopted this year forbidding a city of Harrisburg's size from
filing for municipal debt adjustment in Chapter 9 any time before
July 1, 2012.  The law also says the state "shall" suspend funding
to a city violating the statute.

The report relates that at the request of city Mayor Linda D.
Thompson, U.S. Bankruptcy Judge Mary D. France set up a status
conference Oct. 17 to schedule a hearing to consider dismissing
the case.  Separately, Judge France told the city to publish
notice of the bankruptcy filing in the local newspaper and in the
Wall Street Journal telling interested parties of their right to
object to the bankruptcy. If objections are filed, France said
there would be a "preliminary hearing" on Nov. 22.

Counsel to the Commonwealth of Pennsylvania are:

          Neal D. Colton, Esq.
          Jeffrey G. Weil, Esq.
          Eric L. Scherling, Esq.
          COZEN O?CONNOR
          1900 Market Street
          Fourth Floor, The Atrium
          Philadelphia, PA 19103
          Telephone: (215) 665-2060
          E-mail: ncolton@cozen.com
                  jweil@cozen.com
                  escherling@cozen.com

                   About the City of Harrisburg

The city of Harrisburg, in Pennsylvania, is coping with debt
related to a failed revamp of an incinerator.  The city is
$65 million in default on $242 million owing on bonds sold to
finance an incinerator that converts trash to energy.

Four members of the City Council of Harrisburg on Oct. 11, 2011,
authorized the filing of a Chapter 9 bankruptcy petition (Bankr.
M.D. Pa. Case No. 11-06938) by the City of Harrisburg.  Judge Mary
D. France presides over the case.  Mark D. Schwartz, Esq. --
markschwartz6814@gmail.com -- and David A. Gradwohl, Esq., serve
as counsel.  The petition estimated $100 million to $500 million
in assets and debts.  Susan Wilson, the city's chairperson on
Budget and Finance, signed the petition.

The city council voted 4-3 on Oct. 11, 2011, to authorize the
Chapter 9 municipal bankruptcy filing. The city claims to be
insolvent, unable to pay its debt and in imminent danger of having
tax revenue seized by holders of defaulted bonds.

The city said in court papers it is in imminent jeopardy through
six pending legal actions by creditors with respect to a number of
outstanding bond issues relating to the Harrisburg Materials,
Energy, Recycling and Recovery Facilities, which processes waste
into steam and electrical energy.  The owner and operator of the
incinerator is The Harrisburg Authority, which is unable to pay
the bond issues.  The city is the primary guarantor under each
bond issue.  The lawsuits were filed by Dauphin County, where
Harrisburg is located, Joseph and Jacalyn Lahr, TD Bank N.A., and
Covanta Harrisburg Inc.

Mayor Linda Thompson is represented in the case by:

          Kenneth W. Lee, Esq.
          Christopher E. Fisher, Esq.
          Beverly Weiss Manne, Esq.
          Michael A. Shiner, Esq.e
          TUCKER ARENSBERG, P.C.
          111 North Front Street, P.O. Box 889
          Harrisburg, PA 17108-0889
          Telephone: (717) 234-4121
          Facsimile: (717) 232-6802
          E-mail: cfisher@tuckerlaw.com
                  klee@tuckerlaw.com
                  bmanne@tuckerlaw.com
                  mshiner@tuckerlaw.com


HAWKER BEECHCRAFT: Bank Debt Trades at 31% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 69.18 cents-on-
the-dollar during the week ended Friday, Oct. 14, 2011, an
increase of 2.22 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 200 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
March 26, 2014, and carries Moody's Caa2 rating and Standard &
Poor's CCC+ rating.  The loan is one of the biggest gainers and
losers among 78 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

                     About Hawker Beechcraft

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kan., is a manufacturer of business jets, turboprops and
piston aircraft for corporations, governments and individuals
worldwide.  The Company's balance sheet at June 30, 2011, showed
$3.01 billion in total assets, $3.33 billion in total liabilities,
and a $317.30 million deficit.

Hawker Beechcraft reported a net loss of $304.3 million on $2.80
billion of total sales for 12 months ended Dec. 31, 2010.  Net
loss in 2009 and 2008 was $451.3 million and $157.2 million,
respectively.  The Company reported a net loss of $126 million on
$1.14 billion of total sales for the six months ended June 30,
2011, compared with a net loss of $120 million on $1.20 billion of
total sales for the six months ended June 27, 2010.

To reduce the cost of operations, in October 2010, the Company
announced it would implement a cost reduction and productivity
program.  The first part of the program consisted of the immediate
termination of approximately 8% of salaried employees while the
second part involves reducing the Company's factory and shop work
forces by approximately 800 employees by end of August 2011.

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


HINESLEY FAMILY: Non-Disclosure Dooms Chapter 11 Plan, Case
-----------------------------------------------------------
Bankruptcy Judge Ralph B. Kirscher denied confirmation of Hinesley
Family Limited Partnership No. 1's Second Amended Chapter 11 Plan
filed July 14, 2011, after its settlement agreements with West
Jordan LLC, and with GCL Investments, LLC, L.A.S.T., LLC and Larry
Cramer, which serve as cornerstones of the Plan, fell through last
week.

Instead, Judge Kirscher converted the case to a liquidation under
Chapter 7 of the Bankruptcy Code.

The Court also denied a second request by Charles W. Hinesley,
Jr., for appointment of a Chapter 11 trustee, and denied approval
of the settlement agreements.

"The Court sees no reason to add any additional administrative
burden by appointing a Chapter 11 Trustee.  Rather, it is clear
that appointment of a Chapter 7 Trustee to investigate and gather
Debtor's assets is in the best interest of creditors," Judge
Kirscher said.

Before the Court had an opportunity to consider approval of the
Debtor's agreement with West Jordan, it began to crumble.
Pursuant to the proposed Settlement Agreement and Release between
the Debtor and West Jordan, the Debtor was going to sell West
Jordan a tract of real property and the parties were going to
release claims against each other.  The Settlement Agreement and
Release provides that the Debtor was to convey unencumbered
property to West Jordan.  The first crack in the settlement
appeared on Oct. 4, 2011, when counsel for West Jordan advised
that a preliminary title report disclosed an unreported park
easement on the subject property.  The parties scrambled at that
time to hold the agreement together, with the Debtor agreeing to
reduce the purchase price of the property by $22,500 to account
for the undisclosed easement.

The entire foundation of the settlement was then compromised on
Oct. 11, 2011, when counsel for West Jordan learned of the State
of Montana, Department of Environmental Quality's Aug. 27, 2010,
Notice of Violation and Administrative Compliance Order which
disclosed that what West Jordan thought was a pond, was in fact an
opencut mining operation.  West Jordan was not aware of the
opencut mining operation prior to Oct. 11, 2011.  The Debtor never
once disclosed the Notice of Violation and Administrative
Compliance Order or any potential claim by the Department of
Environmental Quality in its schedules, monthly operating reports
or other pleadings.

In light of the undisclosed easement and environmental issue,
counsel for West Jordan indicated in no uncertain terms West
Jordan's intent to withdraw from the settlement agreement.  West
Jordan instead joined in Charles W. Hinesley, Jr.'s request to
convert the case to Chapter 7 of the Bankruptcy Code.

A copy of Judge Kirscher's Oct. 11, 2011 Memorandum of Decision is
available at http://is.gd/NehUIOfrom Leagle.com.

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

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


HUSSEY CORP: Committee Objects to Quick Sale and Loan
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the newly formed Hussey Copper Corp. creditors'
committee came out in opposition to proposed procedures for
selling the business at auction.  The committee also believes a
$50 million secured loan from existing lenders is unnecessary.

According to the report, at the hearing today, Oct. 18, in U.S.
Bankruptcy Court in Delaware, the committee is scheduled to argue
that sale procedures will "chill competitive bidding" and benefit
no one other than the secured lenders.  The committee also
contends that the contract with Kataman Metals LLC is illusory
because it would allow the buyer to cancel up until the closing.
In addition, the committee sees the $84.7 million cash purchase
price as ephemeral on account of a working capital adjustment for
the price of copper that "could reduce that price by double
digits."

Mr. Rochelle relates that, like prospective bidder Revere Copper
Products Inc., the committee opposes giving Kataman a $3 million
breakup fee that would represent more than twice the usual 3
percent of the cash purchase price typically permitted in
Delaware.  As for the $50 million loan, the committee says it
isn't needed.  The committee points to Hussey's own projections
showing the need for $218,000 at most through Dec. 2. Despite the
lack of need, the loan would require paying $1.25 million in fees
to the lenders.

The report relates that the committee says the loan has only one
purpose, to pay off the $38.2 million owing to the banks when the
bankruptcy began and in the process spread the lenders' liens to
property not subject to pre-bankruptcy security interests, such as
lawsuits.  The committee objects to the lenders' control over the
bankruptcy case, pointing to the requirements that all assets be
sold within 45 days of the Chapter 11 filing.  Closer to home, the
Committee objects to how its professionals' fees would be paid at
the discretion of the lender group.

                       About Hussey Copper

Hussey Copper Corp., based in Leetsdale, Pennsylvania, is one of
the leading manufacturers of copper products in the United States.
Hussey Copper was founded in Pittsburgh in 1848.  The Company and
its affiliates, which operate one manufacturing facility in
Leetsdale and two facilities in Eminence, Kentucky, manufacture "a
wide range of value-added copper products and copper-nickel
products.  The Company has more than 500 full-time employees.

Hussey Copper Corp. filed a Chapter 11 petition (Bankr D. Del.
Case No. 11-13010) on Sept. 27, 2011, with a deal to sell
substantially all assets.  Five other affiliates also filed
separate petitions (Case Nos. 11-13012 to 11-13016). Hussey
Copper Ltd. estimated $100 million to $500 million in assets and
debts.  Hussey Copper Corp. estimated up to $50,000 in assets and
up to $100 million in debts.

Mark Minuti, Esq., at Saul Ewing LLP, serves as counsel to the
Debtors.  Donlin Recano & Company Inc. is the claims and notice
agent.

An official creditors' committee has been appointed in the case.
The panel selected Lowenstein Sandler PC as counsel.

The stalking horse bidder, KHC Acquisitions LLC, a unit of Kataman
Metals LLC, is represented in the case by David D. Watson, Esq.,
and Scott Opincar, Esq., at McDonald Hopkins LLC, in Cleveland.
Counsel to PNC Bank NA, as lender, issuer and agent for the
Debtors' secured lenders, are Lawrence F. Flick II, Esq., Blank
Rome LLP, in New York, and, Regina Stango Kelbon, Esq., at  Blank
Rome LLP, in Wilmington, serves as counsel.


IMAGEWARE SYSTEMS: Authorized Common Shares Hiked to 150 Million
----------------------------------------------------------------
ImageWare Systems, Inc., on Oct. 13, 2011, filed with the
Secretary of State of the State of Delaware a Certificate of
Amendment to its Certificate of Incorporation increasing the
authorized number of shares of its Common Stock to 150,000,000
from 50,000,000 shares.  In addition, the Company filed with the
Secretary of State of the State of Delaware Certificates of
Amendment to its Certificate of Designation of Preferences, Rights
and Limitations of Series C 8% Convertible Preferred Stock, and
its Certificate of Designation of Preferences, Rights and
Limitations of Series D 8% Convertible Preferred Stock of the
Company, in each case to, among other things, provide for the
automatic conversion of the Series C Preferred and Series D
Preferred into shares of the Company's Common Stock in the event
the Company consummates a qualified financing of at least $10.0
million on or before Dec. 31, 2011.

The Certificate of Amendment and the Preferred Amendments were
approved by shareholders acting by written consent, dated Oct. 5,
2011, and were approved by shareholders holding in excess of 50%
of the shares of Common Stock entitled to vote with respect to
each matter.  In addition to the approval of the Certificate of
Amendment and the Preferred Amendments, shareholders, acting by
written consent dated Oct. 5, 2011, approved a proposal to amend
the Company's 1999 Stock Award Plan to increase the number of
shares of Common Stock available for issuance under the Plan by
2,159,442 shares.

                     About ImageWare Systems

Headquartered in San Diego, California, ImageWare Systems, Inc. is
a leader in the emerging market for software-based identity
management solutions, providing biometric, secure credential, law
enforcement and enterprise authorization.  Its "flagship" product
is the IWS Biometric Engine.  Scalable for small city business or
worldwide deployment, the Company's biometric engine is a multi-
biometric platform that is hardware and algorithm independent,
enabling the enrollment and management of unlimited population
sizes.  The Company's identification products are used to manage
and issue secure credentials, including national IDs, passports,
driver licenses, smart cards and access control credentials.  Its
law enforcement products provide law enforcement with integrated
mug shot, fingerprint LiveScan and investigative capabilities.
The Company also provides comprehensive authentication security
software.

                          *     *     *

ImageWare Systems has not timely filed its financial reports with
the Securities and Exchange Commission.  The latest balance sheet,
which is as of June 30, 2009, showed total assets of $5,400,000,
total liabilities of $8,149,000, and a shareholders' deficit of
$2,749,000.

According to the Company's Form 10-Q, there is substantial doubt
about the Company's ability to continue as a going concern.  The
Company cited continuing losses, negative working capital and
negative cash flows from operations.


IMPERIAL CAPITAL: Capital Maintenance Claim Stays in Bankr. Ct.
---------------------------------------------------------------
District Judge Larry Alan Burns granted the Federal Deposit
Insurance Corp.'s motion to withdraw a so-called Tax Refund
Proceeding and related Stay Violation Action involving Imperial
Capital Bancorp, but denied the agency's motion to withdraw a
so-called Capital Maintenance Claim.

The FDIC serves as receiver for a bank previously held by Imperial
Capital.  The FDIC filed a motion to withdraw the reference of two
disputes from the bankruptcy court.

The first dispute, the so-called "Tax Refund Proceeding," concerns
contested claims to certain federal tax refunds paid to the bank.
The FDIC and Imperial agree that this dispute should be heard in
District Court.  After the FDIC filed its motion to withdraw the
reference, Imperial filed a civil action in District Court (S.D.
Calif. Case No. 10-CV-2067) seeking the recovery of the tax
refunds. Imperial has also said it does not object to the
withdrawal of the Tax Refund Proceeding.

Related to this first dispute is another: Imperial alleges that
the FDIC violated the automatic stay provision of the Bankruptcy
Code, 11 U.S.C. Sec. 362(a) by filing a Form 56-F with the IRS in
an attempt to collect the tax refunds.  The FDIC does not mention
the alleged automatic stay violation in its original motion, but
it does ask the Court to "withdraw the reference . . . of all
matters pertaining to" the Tax Refund Proceeding, and this
presumably includes Imperial's charge that the FDIC violated Sec.
362(a).  This apparently caused some confusion for Imperial, which
noted in its opposition to the motion to withdraw the reference
that it "does not believe that the FDIC-R is requesting withdrawal
of the reference with respect to the second cause of action (the
"Stay Violation Action") in the Adversary Proceeding."  The FDIC
clarified in its reply brief that, in its view, "the entire Tax
Refund Proceeding, including the alleged Stay Violation is subject
to withdrawal."

According to the District Court, there is a genuine dispute
between the FDIC and Imperial as to whether this Court, rather
than the bankruptcy court, should hear Imperial's claim that the
FDIC violated the automatic stay.

The second dispute that the FDIC seeks to withdraw from the
bankruptcy court concerns a "Capital Maintenance Claim" the FDIC
filed against Imperial.  The claim, in essence, is that Imperial
promised and failed to maintain the bank's minimal capital
requirements, and it arises out of an $88.9 million Proof of Claim
that the FDIC filed with the bankruptcy court.  The FDIC believes
the District Court should adjudicate the matter; Imperial believes
the bankruptcy court should.

The District Court held that the FDIC's jurisdictional arguments
for withdrawal are mistaken, and it declines to withdraw the
reference of the Capital Maintenance Claim on their basis.  The
District Court, however, added that the FDIC is not foreclosed
from making these arguments before the bankruptcy court, which may
see the issue in a clearer or different light than the Court does
and decline to exercise jurisdiction over the matter.

The case is IMPERIAL CAPITAL BANCORP, INC., a Delaware
corporation, v. FEDERAL DEPOSIT INSURANCE CORPORATION, a receiver
for IMPERIAL CAPITAL BANK, Case No. 10CV1991-LAB (S.D. Calif.).

A copy of Judge Burns' Oct. 14, 2011 Order is available at
http://is.gd/AcUnzjfrom Leagle.com.

                  About Imperial Capital Bancorp

La Jolla, California-based Imperial Capital Bancorp, Inc., filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Calif. Case No.
09-19431) on Dec. 18, 2009.  Gregory K. Jones, Esq., at Stutman,
Treister & Glatt, P.C., serves as the Company's bankruptcy
counsel.  FTI Consulting Inc. serves as its financial advisor.
The Company disclosed $40,439,363 in assets and $98,721,610 in
liabilities.

Tiffany L. Carroll, the U.S. Trustee for Region 15, appointed
three members to the official committee of unsecured creditors in
the Debtor's case.

The Debtor has proposed a Liquidating Plan wherein it predicts
that, after payment to the Company's unsecured creditors, there
will be no assets available for distribution to the holders of the
Company's common stock.


IMPERIAL CAPITAL: FDIC's $48M Claim to Stay in Bankruptcy Court
---------------------------------------------------------------
Richard Vanderford at Bankruptcy Law360 reports that U.S. District
Judge Larry A. Burns on Friday said a bankruptcy court should
handle a $48.2 million dispute over capital requirements between
bank holding company Imperial Capital Bancorp Inc. and the Federal
Deposit Insurance Corp.

Denying an FDIC request, Judge Burns said a bankruptcy judge was
capable of handling the deposit insurer's claim.  The FDIC wants
Imperial to pay at least $48.2 million to shore up the capital
held by its former bank, Imperial Capital Bank, now owned by Los
Angeles-based City National Bank.

                   About Imperial Capital Bancorp

La Jolla, California-based Imperial Capital Bancorp, Inc., filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Calif. Case No.
09-19431) on Dec. 18, 2009.  Gregory K. Jones, Esq., at Stutman,
Treister & Glatt, P.C., serves as the Company's bankruptcy
counsel.  FTI Consulting Inc. serves as its financial advisor.
The Company disclosed $40.4 million in assets and $98.7 million in
liabilities.

Tiffany L. Carroll, the U.S. Trustee for Region 15, appointed
three members to the official committee of unsecured creditors in
the Debtor's case.

The Debtor's proposed Liquidating Plan of Reorganization provides
that based upon assets available for distribution, creditors of
the Company will not be paid in full under the Plan.  The Company
predicts that, after payment to the Company's unsecured creditors,
there will be no assets available for distribution to the holders
of the Company's common stock.


IMPERIAL PETROLEUM: Amends Quarterly Reports to Correct Errors
--------------------------------------------------------------
Imperial Petroleum, Inc., filed Amendment No.1 to its quarterly
reports on Form 10-Q for the quarter ended Jan. 31, 2011, and
April 30, 2011, to amend:

   (1) Item 1 of Part I, "Financial Statements" to restate the
       unaudited condensed consolidated balance sheet as of
       Jan. 31, 2011, and April 30, 2011, in order to correctly
       report revenue, net income and current liabilities.

   (2) Item 4T of Part I, "Controls and Procedures," to provide
       that the Company's controls and procedures as of the end of
       the period covered by the report were not effective.

The Company's restated statement of operations reflects a net loss
of $255,821 on $13.19 million of total operating revenue for the
three months ended Jan. 31, 2011, compared with net gain of
$502,871 on $13.95 million of total operating revenue as
originally reported.

The Company also reported net gain of $2.36 million on $34.47
million of total operating income for the three months ended
April 30, 2011, compared with net gain of $4.46 million on $36.57
million of total operating income as originally reported.

The Company's balance sheet at April 30, 2011, showed $20.01
million in total assets, $30.89 million in total liabilities and a
$10.88 million total stockholders' deficit, compared with $20.01
million in total assets, $28.03 million in total liabilities and a
$8.02 million total stockholders' deficit.

A full-text copy of the amended Jan. 31 Quarterly Report is
available for free at http://is.gd/78uRDE

A full-text copy f the amended April 30 Quarterly Report is
available for free at http://is.gd/Nhcq4c

                     About Imperial Petroleum

Headquartered in Evansville, Ind., Imperial Petroleum Inc.
(OTC BB: IPMN) operates as a diversified energy and mineral mining
company in the United States.  Its oil and natural gas properties
include the Coquille Bay field located in Plaqumines Parish,
Louisiana; the Haynesville field located in Claiborne and Webster
Parishes in north Louisiana; the Bastian Bay field located in
Plaquemines parish, Louisiana; LulingField located in Guadalupe
county, Texas; and the Shrewsbury field in Grayson County and the
Claymour field in Todd County, western Kentucky.

As reported by the TCR on June 24, 2011, the Company anticipates
its current working capital will not be sufficient to meet its
required capital expenditures and that the Company will be
required to either access additional borrowings from its lender or
access outside capital.  Currently the Company projects it will
require non-discretionary capital expenditures of approximately
US$500,000 in the next fiscal year to re-establish and maintain
economic levels of production at Coquille Bay.  Without access to
such capital for non-discretionary projects, the Company's
production may be significantly curtailed or shut in and
jeopardize its leases.


IMPLANT SCIENCES: Incurs $15.5-Mil. Net Loss in Fiscal 2011
-----------------------------------------------------------
Implant Sciences Corporation filed with the U.S. Securities and
Exchange Commission its Annual Report on Form 10-K reporting a net
loss of $15.55 million on $6.65 million of total revenues for the
year ended June 30, 2011, compared with a net loss of $15.52
million on $3.47 million of total revenues during the prior year.

The Company's balance sheet at June 30, 2011, showed $6.16 million
in total assets, $27.05 million in total liabilities and a $20.89
million total stockholders' deficit.

Marcum LLP, in Boston, Massachusetts, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has had recurring net
losses and continues to experience negative cash flows from
operations.   As of Sept. 30, 2011, the Company's principal
obligation to its primary lender was approximately $23,115,000
with accrued interest of approximately $1,705,000.

                         Bankruptcy Warning

Despite the Company's current sales, expense and cash flow
projections and the cash available from the Company's line of
credit with DMRJ Group LLC, the Company will require additional
capital in the third quarter of fiscal 2012 to fund operations and
continue the development, commercialization and marketing of the
Company's products.  The Company's failure to achieve its
projections or obtain sufficient additional capital on acceptable
terms would have a material adverse effect on its liquidity and
operations and could require the Company to file for protection
under bankruptcy laws.

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

                          http://is.gd/bkx61G

                        About Implant Sciences

Implant Sciences Corporation (OBB: IMSC.OB) --
http://www.implantsciences.com/-- develops, manufactures and
sells sensors and systems for the security, safety and defense
(SS&D) industries.


INNKEEPERS USA: Cerberus' Revised Deal Said to be $1.01-Bil.
------------------------------------------------------------
Cerberus Capital Management LP and partner Chatham Lodging Trust
have tentatively agreed to proceed with the deal to acquire
Innkeepers USA Trust's portfolio of 64 hotels but for a lower
price than was agreed upon.

The Wall Street Journal's Mike Spector reported Thursday that a
person people familiar with the matter said the headline price
would be roughly $1.01 billion.  Cerberus and Chatham earlier this
year offered $1.12 billion for the hotels.

The Journal's sources, however, cautioned the deal hadn't yet been
finalized and could fall apart.

                      Cerberus Sale Collapses

In June 2011, the Bankruptcy Court confirmed Innkeepers' chapter
11 plan of reorganization.  The Plan is premised on the sale of
the Company's hotel portfolio.

A joint venture between the private-equity firm Cerberus Capital
Management, L.P. and the real estate investment trust Chatham
Lodging agreed to purchase for roughly $1.12 billion the equity in
entities that own and operate 65 of the Company's hotels.
Cerberus and Chatham agreed to pay $400.5 million cash and assume
about $723.8 million mortgage debt for the hotels.  Chatham
Lodging also agreed to purchase for $195 million, five of the
Company's hotels that serve as collateral for loan trusts serviced
by LNR Partners LLC.  The deal for the five hotels closed in July
2011.

Cerberus and Chatham on Aug. 19 terminated a deal to acquire a
portfolio of Innkeepers USA Trust's hotels.  In a statement,
Cerberus and Chatham said they had abandoned the deal "as a result
of the occurrence of a condition, change or development that could
reasonably be expected to have a material adverse effect" on
Innkeepers' business, operations or financial condition, among
other things.

The deal had a Sept. 15, 2011 deadline to close.  Cerberus and
Chatham are required to pay a $20 million termination fee under
the bankruptcy court-approved asset purchase agreement.

Innkeepers insists that no changes have occurred to the hotel
owner's business that would trigger the "material adverse effect"
clause in the buyout's contract.

The Debtors filed a complaint against Cerberus, Chatham Lodging
Trust and other related defendants for breach of contract and
other claims for reneging on their commitment to acquire 64 hotels
from Innkeepers.  The lawsuit is Innkeepers USA Trust v. Cerberus
Four Holdings LLC (In re Innkeepers USA Trust), 11-02557, U.S.
Bankruptcy Court, Southern District New York (Manhattan).

Innkeepers USA has won an extension until Nov. 10 of its
exclusivity periods to file a plan free from the threat of a rival
proposal.  Originally, Innkeepers was going to ask for an
extension until Jan. 12 to file a plan and March 19 to solicit
credit or votes on the proposal, but a lawyer said the company had
scaled the request back to Nov. 10 and would come to court just
before that if it needs more time.

The lawsuit is INNKEEPERS USA TRUST, et al., v. CERBERUS SERIES
FOUR HOLDINGS, LLC, CHATHAM LODGING TRUST, INK ACQUISITION LLC,
AND INK ACQUISITION II LLC, Adv. Proc. No. Case No. 11-02557
(Bankr. S.D.N.Y.).

Attorneys for Cerberus are Alan R. Glickman, Esq., Howard O.
Godnick, Esq., Adam C. Harris, Esq., and Michael E. Swartz, Esq.,
at Schulte Roth & Zabel LLP, in New York, serve as counsel.
Attorneys at Wachtell, Lipton, Rosen & Katz, serve as counsel to
Chatham.

The Wall Street Journal's Mike Spector and Eliot Brown reported in
September that people familiar with the matter said creditors Five
Mile Capital Partners LLC and a unit of Lehman Brothers Holdings
Inc. are in discussions to acquire the 64 remaining hotels in a
possible deal valued at more than $1 billion.

                    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 91 affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 10-13800) on July 19, 2010.
The Company's consolidated assets for 2009 totaled approximately
$1.5 billion.  As of July 19, 2010, the Company and its affiliates
have incurred $1.29 billion of secured debt.

Paul M. Basta, Esq., at Kirkland & Ellis LLP, in New York; Anup
Sathy, P.C., Esq., Marc J. Carmel, Esq., at Kirkland & Ellis in
Chicago; and Daniel T. Donovan, Esq., at Kirkland & Ellis in
Washington, D.C., 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.
Attorneys at Morrison & Foerster, LLP, represent the Official
Committee of Unsecured Creditors.


INTEGRATED BIOPHARMA: Incurs $2.3 Million Net Loss in Fiscal 2011
-----------------------------------------------------------------
Integrated Biopharma, Inc., filed with the U.S. Securities and
Exchange Commission its Annual Report on Form 10-K reporting a net
loss of $2.28 million on $25.13 million of net sales for the
fiscal year ended June 30, 2011, compared with a net loss of $5.53
million on $20.16 million of net sales during the prior fiscal
year.

The Company's balance sheet at June 30, 2011, showed $13.65
million in total assets, $21.34 million in total liabilities, all
current, and a $7.69 million total stockholders' deficiency.

Friedman, LLP, in East Hanover, NJ, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has a working capital
deficiency, recurring net losses and has defaulted on its debt
obligations.

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

                        http://is.gd/kMYFbU

                    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.


INQUEST TECHNOLOGY: Case Summary & 13 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Inquest Technology
        23011 Moulton Parkway, Unit B-9
        Laguna Hills, CA 92653

Bankruptcy Case No.: 11-24318

Chapter 11 Petition Date: October 14, 2011

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

Judge: Erithe A. Smith

Debtor's Counsel: Robert P. Goe, Esq.
                  GOE & FORSYTHE, LLP
                  18101 Von Karman, Suite 510
                  Irvine, CA 92612
                  Tel: (949) 798-2460
                  Fax: (949) 955-9437
                  E-mail: kmurphy@goeforlaw.com

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

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

The Company's list of its 13 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/cacb11-24318.pdf

The petition was signed by Pradeep Sethia, vice president.

Affiliate that simultaneously sought Chapter 11 protection:

        Debtor                        Case No.
        ------                        --------
Inquest Technology                    11-24319


JAMES RIVER: Completes $275 Million Senior Notes Exchange Offer
---------------------------------------------------------------
James River Coal Company, on Oct. 13, 2011, completed its offer to
exchange $275,000,000 aggregate principal amount of newly issued
7.875% senior notes due 2019 for the same principal amount of its
outstanding 7.875% senior notes due 2019, which exchange offer was
required by the Registration Rights Agreement by and between the
Company, Deutsche Bank Securities Inc. and UBS Securities LLC on
March 29, 2011, at the time that the initial 7.875% senior notes
were issued.  The exchange offer expired as scheduled at 5:00 p.m.
New York City time on Oct. 13, 2011, with $268,300,000 of the
$275,000,000 in notes being tendered and accepted by exchange.

The Exchange Notes, and their related guarantees by certain
Company subsidiaries, were registered with the Securities and
Exchange Commission pursuant to a registration statement on Form
S-4, File No. 333-176516, which became effective on Sept. 9, 2011.

                          About James River

Headquartered in Richmond, Virginia, James River Coal Company
(NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines,
processes and sells bituminous steam and industrial-grade coal
primarily to electric utility companies and industrial customers.
The company's mining operations are managed through six operating
subsidiaries located throughout eastern Kentucky and in southern
Indiana.

The Company's balance sheet at June 30, 2011, showed $1.42 billion
in total assets, $974.64 million in total liabilities and $453.47
million in total shareholders' equity.

                           *     *     *

James River carries a 'B' corporate credit rating from Standard &
Poor's Ratings Services, and 'B3' corporate family rating from
Moody's Investors Service.

As reported by the TCR on March 25, 2011, Moody's Investors
Service upgraded James River Coal Company's Corporate Family
Rating to 'B3' from 'Caa2'.  The rating upgrade reflects post-
acquisition potential for significant increase in JRCC's
metallurgical coal production, increase in operational diversity
within Central Appalachia, and greater access to export markets.

The S&P corporate rating was upgraded from 'B-' in March 2011.
"The upgrade reflects S&P's view that the IRP acquisition provides
James River Coal exposure to the attractive metallurgical coal
market," said Standard & Poor's credit analyst Fred Ferraro.  "The
acquisition also adds management experience in overseas marketing,
and expands the company's reserve life.  Furthermore, S&P expects
that it will be funded in a way that is consistent with the
current capital structure so as to maintain the current credit
metrics."


JCK HOTELS: Medina Law OK'd as Committee's Bankruptcy Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
authorized the Official Committee of Unsecured Creditors in the
Chapter 11 case of JCK Hotels, LLC, to retain Medina Law Group as
its general bankruptcy counsel.

As reported in the Troubled Company Reporter on Sept. 15, 2011,
MDG is expected to:

a. advise the Committee regarding matters of bankruptcy law;

b. represent the Committee in proceedings or hearings in the
   Bankruptcy Court in connection with this case;

c. prepare and respond on behalf of the Committee to any
   applications, motions, orders, responses and other pleadings in
   connection with this case; and

D. perform any other legal services requested by the Committee in
   connection with this case, including analysis and advice
   regarding pre-petition transfers by the Debtor, and other
   claims and causes of action.

MLG's professionals will be compensated at these hourly rates:

        Edward Medina, Esq.        $395
        Associates                 $275
        Legal Assistants        $110 - $175

To the best of the Committee's knowledge, neither MLG nor any of
the attorneys comprising or employed by it have any connection
with the Debtor, the creditors, or any other party-in-interest,
their respective attorneys and accountants, or the United States
Trustee or any employee of the office of the United States
Trustee.  MLG disclosed though that it briefly represented one of
the Committee members, Hospitality Plus, Inc., in attempting to
collect a debt against the Debtor.  But MLG no longer represents
Hospitality Plus.

                       About JCK Hotels, LLC

JCK Hotels, LLC, fka Mira Mesa Hotels, LLC, operates the Holiday
Inn Express Mira Mesa Hotel and the Comfort Suites Mira Mesa Hotel
in San Diego, California.  The Hotels are operated under licensing
and franchise agreements with Holiday Inn Express and Comfort
Suites.

JCK Hotels filed for Chapter 11 bankruptcy (Bankr. S.D. Calif.
Case No. 11-09428) on June 3, 2011.  Judge Louise DeCarl Adler
presides over the case.  William M. Rathbone, Esq., and Daniel C.
Silva, Esq., at Gordon & Rees LLP, in San Diego, Calif., serve as
bankruptcy counsel.  Dae Hyun Kim, CPA & Associates serves as its
financial advisor.  While no formal appraisal has been done
recently, the Debtor believes the fair market value of both Hotels
exceeds $18 million.  The petition was signed by Charles Jung,
managing member.


JCK HOTELS: Wants Exclusive Ch. 11 Plan Filing Right Until Jan. 2
-----------------------------------------------------------------
The JCK Hotels, LLC, asks the U.S. Bankruptcy Court for the
Southern District of California to extend its exclusive periods to
file and solicit acceptances for the proposed chapter 11 plan
until Jan. 2, 2012, and Feb. 28, 2012, respectively.

The Debtor scheduled a Nov. 3 hearing before the Hon. Louise D.
Adler on the requested exclusivity extension.  The Debtor filed
its request for an extension before the exclusive periods was set
to expire on Oct. 3.

The Debtor has already filed a proposed Chapter 11 Plan of
Reorganization.  The Debtor will begin soliciting votes on the
Plan following approval of the adequacy of the information in the
explanatory Disclosure Statement.

The Debtor relates that it has obtained a hearing date for
approval of its proposed Disclosure Statement on Dec. 1, 2011, at
10:30 a.m.

                       About JCK Hotels, LLC

JCK Hotels, LLC, fka Mira Mesa Hotels, LLC, operates the Holiday
Inn Express Mira Mesa Hotel and the Comfort Suites Mira Mesa Hotel
in San Diego, California.  The Hotels are operated under licensing
and franchise agreements with Holiday Inn Express and Comfort
Suites.

JCK Hotels filed for Chapter 11 bankruptcy (Bankr. S.D. Calif.
Case No. 11-09428) on June 3, 2011.  Judge Louise DeCarl Adler
presides over the case.  William M. Rathbone, Esq., and Daniel C.
Silva, Esq., at Gordon & Rees LLP, in San Diego, Calif., serve as
bankruptcy counsel.  Dae Hyun Kim, CPA & Associates serves as its
financial advisor.  While no formal appraisal has been done
recently, the Debtor believes the fair market value of both Hotels
exceeds $18 million.  The petition was signed by Charles Jung,
managing member.

Medina Law Group represents the Official Committee of Unsecured
Creditors of JCK Hotels, LLC, formerly known as Mira Mesa Hotels,
LLC.


K LAND: Voluntary Chapter 11 Case Summary
-----------------------------------------
Debtor: K Land Associates, LLC
        1900 Avenue of the Stars, Suite 2860
        Los Angeles, CA 90067

Bankruptcy Case No.: 11-52832

Chapter 11 Petition Date: October 13, 2011

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

Judge: Sandra R. Klein

Debtor's Counsel: Glenn Ward Calsada, Esq.
                  LAW OFFICES OF GLENN W. CALSADA
                  9924 Reseda Boulevard
                  Northridge, CA 91324
                  Tel: (818) 477-0314
                  Fax: (818) 473-4277
                  E-mail: glenn@calsadalaw.com

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

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

The Company's list of its largest unsecured creditors filed with
the petition does not contain any entry.

The petition was signed by Ebby Shakib, managing member.


KV PHARMACEUTICAL: Comments on FDA Approved Makena & Compound 17
----------------------------------------------------------------
K-V Pharmaceutical Company appreciates that the American College
of Obstetricians and Gynecologists and Society for Maternal-Fetal
Medicine have issued an information update that ensures healthcare
providers, patients, and the payer community have the facts
regarding FDA-approved Makena.  The information update emphasizes
that previous ACOG and SMFM statements regarding Makena were not
intended to be used by private or public payers as a basis for
interfering with the medical judgment of healthcare providers or
denying patient access to Makena.  It also states that physicians
should understand the inherent differences between an FDA-approved
manufactured product and a compounded preparation, and that ACOG
and SMFM's previous statements were not meant to suggest that
Makena and compounded 17P are identical products.

Healthcare providers understand that evidence-based medicine is
the foundation of clinical practice.  Evidence from the NICHD MFMU
Network study (Meis, et al.) supporting the use of
hydroxyprogesterone caproate (17P) was based on drug manufactured
under FDA's Good Manufacturing Practices (GMP) conditions, and not
on drug made using compounding processes or obtained from
compounding pharmacies.  The drug used in the NICHD study is
available today as FDA-approved Makena.

Access to FDA-approved Makena for clinically-indicated patients is
an important public health priority.  Certain payer coverage
policies have been influenced by a belief that unapproved
compounded 17P formulations are the same as Makena.  These
policies should be modified to ensure that clinically-indicated
patients have unencumbered access to FDA-approved Makena,
consistent with their healthcare provider's medical judgment.

As part of the Company's commitment to patients, it has made
substantial efforts to work with the payer community, and patient
co-pays for Makena are averaging approximately $12 per injection.

For details regarding the Makena financial assistance program for
clinically-eligible patients, please visit www.makena.com.

A full-text copy of the ACOG and SMFM information update is
available at http://is.gd/jllLtE

                   About KV Pharmaceutical Company

KV Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

KV Pharmaceutical has not timely filed its Form 10-K for the year
ended March 31, 2010 and its Form 10-Qs for the subsequent
quarterly periods.  The Company's independent accounting firm,
KPMG, resigned on June 25, 2010, and the Company has tapped BDO
USA, LLP, to audit the fiscal 2010 financial statements.  The Form
10-Q for the quarter ended June 30, 2010, was only filed March 10,
2011.

The Company's balance sheet at Dec. 31, 2010, showed
$296.21 million in total assets, $529.66 million in total
liabilities, and a $233.45 million shareholders' deficit.

There is substantial doubt about the Company's ability to continue
as a going concern.  The report of the Company's independent
registered public accountants BDO USA, LLP, included in the
Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 2010, includes an explanatory paragraph related to the
Company's ability to continue as a going concern.

The Company incurred a net loss of $283.61 million on
$152.22 million of net revenue for 12 months ended March 31, 2010,
compared with a net loss of $313.63 million on $312.33 million of
revenue in the same period in fiscal 2009.  The Company reported a
net loss of $34.60 million on $3.38 million of net revenue for
three months ended June 30, 2010, compared with a net loss of
$53.95 million on $6.30 million of revenue in the same period in
2009.


LA JOLLA: Has 61.8 Million Outstanding Common Shares
----------------------------------------------------
The number of outstanding shares of La Jolla Pharmaceutical
Company common stock as of Oct. 13, 2011, was 61,896,311.

                   About La Jolla Pharmaceutical

San Diego, Calif.-based La Jolla Pharmaceutical Company (OTC BB:
LJPC) -- http://www.ljpc.com/-- is a biopharmaceutical company
that has historically focused on the development and testing of
Riquent as a treatment for Lupus nephritis.

The Company's balance sheet at June 30, 2011, showed $5.81 million
in total assets, $6.87 million in total liabilities, all current,
$5.32 million in Series C-1 redeemable convertible preferred
stock, and a $6.38 million total stockholders' deficit.

The Company reported a net loss of $3.76 million on $0 of revenue
from collaboration agreement for the year ended Dec. 31, 2010,
compared with a net loss of $8.63 million on $8.12 million of
revenue from collaboration agreement during the prior year.

The Company has a history of recurring losses from operations and,
as of June 30, 2011, the Company had no revenue sources, an
accumulated deficit of $429,876,000 and available cash and cash
equivalents of $5,792,000 of which up to $5,325,000 could be
required to be paid upon the exercise of redemption rights under
the Company's outstanding preferred securities.  Such redemption
was not considered probable as of June 30, 2011.

As reported by the TCR on April 18, 2011, BDO USA, LLP, in San
Diego, Calif., expressed substantial doubt about the Company's
ability to continue as a going concern, following the 2010
financial results.  The independent auditors noted that the
Company has suffered recurring losses from operations, an
accumulated deficit of $428 million as of Dec. 31, 2010 and has no
current source of revenues.


LEAR CORP: Moody's Raises Corp. Family Rating to 'Ba2'
------------------------------------------------------
Moody's Investors Service raised the ratings of Lear Corporation
(Lear), Corporate Family Rating and Probability of Default Rating
to Ba2 from Ba3. In a related action, the ratings of the company's
guaranteed unsecured notes also were raised to Ba2. The rating
outlook is stable. The Speculative Grade Liquidity Rating was
affirmed at SGL-2.

Ratings raised:

Corporate Family Rating, to Ba2 from Ba3;

Probability of Default Rating, to Ba2 from Ba3;

Senior unsecured notes due 2018, to Ba2 (LGD4 59%) from Ba3 (LGD4
55%);

Senior unsecured notes due 2020, to Ba2 (LGD4 59%) from Ba3 (LGD4
55%);

Senior unsecured shelf, to (P)Ba2 from (P)Ba3;

The following rating was affirmed:

Speculative Grade Liquidity Rating, at SGL-2

RATINGS RATIONALE

Lear's Ba2 Corporate Family Rating (CFR) incorporates credit
metrics that are strong for the assigned rating and an expectation
that the company's position as a tier-1 automotive parts supplier
with a global customer base will support continued favorable
performance as auto sales volumes gradually improve from the
trough levels of 2009. Lear's reduced debt levels, strong
liquidity, and improved cost structure since emerging from Chapter
11 reorganization in 2009 have contributed to its strong credit
metrics, and the company is well positioned to pursue growth
opportunities. These strengths are balanced by an LTM EBIT margin
that at 4.7% inclusive of Moody's standard adjustments) is
somewhat below other similarly rated auto parts suppliers, and an
expectation that Lear's strategic initiatives, which include a $20
billion revenue target and increased shareholder returns, could
utilize a portion of the company's financial resources and result
in moderation of the currently strong financial metrics. Even with
these considerations, Moody's expects that Lear will maintain a
financial profile that is supportive of the higher Ba2 rating over
the intermediate term.

The ratings consider that the degree of balance sheet strength
that Lear has maintained since emerging from bankruptcy will
likely moderate as the industry crisis of 2009 moves further into
history. The company's $1.8 billion cash balance at July 2, 2011
significantly exceeded its funded debt of about $700 million, and
its $500 million revolving credit facility remains undrawn. While
Lear is expected to maintain prudent financial policies, a portion
of the company's excess liquidity?which contributes to financial
metric strength---is likely to be utilized for business investment
and shareholder returns going forward. The company has expressed
its intention to grow its revenue base to $20 billion from the
current level of about $13 billion. This will be accomplished
through organic growth, which will require new investment as well
as moderate sized acquisitions. It has also established a $400
million share repurchase program, and executed about $100 million
of repurchases through the first half of 2011. The company is
expected to be prudent in pursuing its strategic initiatives and
has indicated that it would be comfortable retaining liquidity
(inclusive of cash balances and undrawn revolver availability) of
about $1.0 billion. Assuming utilization of excess funds beyond
this expressed range for organic investments, acquisitions and
shareholder returns, the company's financial metrics would
moderate, but remain supportive of the Ba2 rating.

Lear's LTM EBIT margin, at 4.7% lags other similarly rated
companies. As a result of the cyclical nature of the automotive
industry and exposure to commodity prices, higher ratings would
normally be associated with stronger margins that provide greater
cushion to withstand a downturn. About 22% of Lear's year to date
revenues are generated through its lower margin Electrical Power
Management Systems segment. Yet, profit improvement actions and
higher volume should help to improve margins in this segment.
The SGL-2 Speculative Grade Liquidity Rating continues to indicate
the expectation of a good liquidity profile over the next twelve
months supported by cash balances and expected free cash flow
generation. As of July 2, 2011, the company maintained
approximately $1.8 billion of cash and cash equivalents. Moody's
expects continued modest growth in global automotive production to
support positive free cash flow generation over the near-term.
Liquidity is also supported by a $500 million revolving credit
facility maturing in 2016, which was unfunded as of July 2, 2011.
Financial covenants under the revolving credit facility include a
debt leverage test and an interest coverage test both of which are
expected to have ample headroom over the next twelve months.
The stable rating outlook reflects Moody's view that Lear will
maintain a business position and financial profile that is
consistent with its rating, which is among the strongest for
automotive parts suppliers globally. The outlook incorporates the
potential for acquisitions or additional shareholder friendly
actions which may diminish certain of the strong credit metrics.
Future events that have the potential to drive Lear's outlook or
rating higher include: increasing EBIT margins to the high single
digits while sustaining Debt/EBITDA under 2.0x and EBIT/Interest
coverage, inclusive of restructuring charges, over 4.5x, while
executing organic and acquisitive growth initiatives.

Given the strong current financial profile and expectation of
continued growth in automotive sales, a downward movement in the
rating is not expected in the near term. Downward risk could occur
if acquisitions or shareholder return initiatives were transacted
in a more aggressive fashion than has been indicated by the
company, which we consider to be an unlikely scenario. Lear's
outlook or rating could be lowered if EBIT/Interest falls below
3.0x, or Debt/EBITDA increases to over 3.0x

The principal methodology used in rating Lear Corporation was the
Global Automotive Supplier Industry Methodology published in
January 2009. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Lear Corporation, headquartered in Southfield, MI, is one of the
world's leading suppliers of automotive seating and electrical
power management systems. The company had net sales of $12 billion
in 2010 and had approximately 93,000 employees in 35 countries.


LEHMAN BROTHERS: Sched. F Creditors Have Until Oct. 31 to Object
----------------------------------------------------------------
Lehman Brothers Holdings Inc. filed with the Court an amendment
to Schedule F of the company's schedule of assets and
liabilities.

A full-text copy of the amended schedule is available for free
at http://bankrupt.com/misc/LBHI_AmendedSchedF093011.pdf

Creditors that hold any of the securities listed in the amended
schedule have until October 31, 2011, to file their objections,
if any, to the amount listed in the schedule.  Any objecting
creditor is not required to file a proof of claim with respect to
the securities.

                    About Lehman Brothers

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

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.

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

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

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

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

               International Operations Collapse

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

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

Judge James Peck on Aug. 30, 2011, approved the disclosure
statement, which outlines the major provisions of Lehman's
$65 billion liquidation plan.  The proposed plan would enable LBHI
and its affiliated debtors to pay an estimated $65 billion to
their creditors.  Voting on the Plan ends on Nov. 4, 2011.  A
hearing to consider confirmation of the Plan is set for Dec. 6,
2011.

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


LEHMAN BROTHERS: RBS Must Pay for Termination of Old Swaps
----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that the trustee
winding down the U.S. brokerage business of Lehman Brothers
Holdings Inc. said a Royal Bank of Scotland Group PLC affiliate
should be forced to pay more than $345 million stemming from old
swap agreements, and that non-payment would violate the automatic-
stay provision afforded to companies that file for bankruptcy
protection.

                      About Lehman Brothers

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

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.

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

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

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

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

               International Operations Collapse

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

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

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


LINDEN PONDS: Amended Plan of Reorganization Declared Effective
---------------------------------------------------------------
Hingham Campus, LLC and Linden Ponds, Inc., notified the U.S.
Bankruptcy Court for the Northern District of Texas that the
Effective Date of the their First Amended Joint Plan of
Reorganization dated Aug. 12, 2011, occurred on Sept. 21, 2011.

As reported in the Troubled Company Reporter on Aug. 24, 2011, the
Debtors won approval of their disclosure statement and
confirmation of their plan of reorganization.

Bankruptcy Judge Stacey G. C. Jernigan approved the Debtors'
disclosure statement on a final basis after conditionally
approving the disclosure statement at the first-day hearing and
confirmed the Debtors' plan.

Pursuant to the plan of reorganization, the Debtors restructured
$152 million in municipal bond debt and paid all unsecured
creditors in full.  The Debtors continued to operate their
continuing care retirement community in Hingham, Massachusetts,
during the chapter 11 cases and will continue to do so after the
effective date of the plan of reorganization.

                        About Linden Ponds

Linden Ponds Inc. operates a 108-acre continuing care retirement
community located at 300 Linden Ponds Way in Hingham,
Massachusetts.  The facility has 988 independent living units
(with an occupancy rate of 87.9%) and 132 skilled nursing beds
(68% occupancy rate).

Linden Ponds leases the facility and the property upon which it is
built from Hingham Campus LLC.  Hingham is the owner of the
facility and owns the fee simple interest in the property upon
which the facility is built.  Senior Living Retirement
Communities, LLC, formerly known as Erickson Retirement
Communities, LLC, owns 100% of the membership interests in
Hingham.

Hingham Campus and Linden Ponds filed a pre-negotiated Chapter 11
petition (Bankr. N.D. Tex. Lead Case No. 11-33912) in Dallas on
June 15, 2011.  Hingham Campus estimated assets and debts of $100
million to $500 million.  Debt includes $156.4 million owing on
bonds issued by the Massachusetts Development Finance Agency, with
Wells Fargo Bank, National Association, as the bond trustee.

Erickson Retirement Communities sought bankruptcy protection
(Bankr. N.D. Tex. Case No. 09-37010) on Oct. 19, 2009.  Erickson,
the owner of 20 senior living facilities, won approval of its
reorganization plan in April 2010.  The Erickson plan provided for
a sale to Redwood Capital, the highest bidder at the auction in
December 2009.  Redwood won the auction with an all-cash bid of
$365 million.

The DLA Piper team led by Thomas R. Califano (New York), George
South (New York), Vince Slusher (Dallas), Jason Karaffa (New York)
and Andy Zollinger (Dallas) represent Hingham in the Chapter
11 case.  Attorneys at McGuire, Craddock & Strother, P.C., and
Whiteford, Taylor And Preston, L.L.P., represent Linden Ponds.


LINDSAY LAMPASONA: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Lindsay Lampasona, LLC
        6 Shire Drive
        Norfolk, MA 02056

Bankruptcy Case No.: 11-19747

Chapter 11 Petition Date: October 12, 2011

Court: U.S. Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Joan N. Feeney

Debtor's Counsel: Donald Ethan Jeffery, Esq.
                  MURPHY & KING, PROFESSIONAL CORPORATION
                  One Beacon Street, 21st Floor
                  Boston, MA 02108
                  Tel: (617) 423-0400
                  Fax: (617) 556-8985
                  E-mail: dej@murphyking.com

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

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

The Company's list of its 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/mab11-19747.pdf

The petition was signed by Devin T. Hartnell, CEO.


MICHAEL BAHARY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Michael Bahary & Steven Bahary Partnership
          dba Bahary Partnership
        2223 N. Cicero Avenue
        Chicago, IL 60639

Bankruptcy Case No.: 11-41826

Chapter 11 Petition Date: October 14, 2011

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: John H. Squires

Debtor's Counsel: Robert R. Benjamin, Esq.
                  GOLAN & CHRISTIE, LLP
                  70 West Madison Street, Suite 1500
                  Chicago, IL 60602
                  Tel: (312) 263-2300
                  Fax: (312) 263-0939
                  E-mail: rrbenjamin@golanchristie.com

Scheduled Assets: $6,808,060

Scheduled Debts: $11,541,563

The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ilnb11-41826.pdf

The petition was signed by Steven Bahary, partner.


LIZ CLAIBORNE: Moody's Reviews 'B3' CFR for Possible Upgrade
------------------------------------------------------------
Moody's Investors Service placed Liz Claiborne's ratings on review
for a possible upgrade following the company's announcement that
it entered into definitive agreements to sell its Liz Claiborne,
Monet and Kensie brands, and that it has completed the sale of its
Dana Buchman brand. Total cash proceeds expected from these asset
sales total approximately $328 million. These transactions are
expected to be concluded in the fourth quarter of 2011.

Ratings placed on review for possible upgrade:

Corporate Family Rating (CFR) at B3

Probability of Default Rating at B3

EUR221.5 million senior unsecured notes due July 2013 at Caa2 (LGD
5, 88%)

US$220 million senior secured notes due April 2019 at B2 (LGD 3,
36%)

RATINGS RATIONALE

The review for possible upgrade considers that the expected cash
proceeds from the pending asset sales -- along with the $85
million from the pending sale of Mexx (also expected to be
concluded in fourth quarter of 2011) would alleviate Moody's
concerns regarding the company's outstanding EUR 221.5 senior
unsecured notes that mature in July 2013. Without these asset sale
proceeds, Moody's believes Liz runs the risk of not being able to
refinance the EURO maturity given that the company does not have
the existing resources in terms of cash on hand or revolver
availability to repay this debt maturity, a key factor behind the
company's current B3 CFR. Should the transactions conclude as
proposed, it is likely Liz's CFR will be raised one-notch to B2
from B3.

The principal methodology used in rating Liz Claiborne was the
Global Apparel Industry Methodology published in May 2010. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009. Please see the Credit Policy page on
www.moodys.com for a copy of these methodologies.

Headquartered in New York, NY, Liz Claiborne designs and markets
brands including Liz Claiborne, Juicy Couture, kate spade, Lucky
Brand Jeans and Mexx. Revenues were approximately $2.4 billion for
the latest 12-month period ending July 2, 2011.


LIZ CLAIBORNE: S&P Puts 'B-' Corp. Credit Rating on Watch Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' corporate
credit on Liz Claiborne Inc. on CreditWatch with positive
implications.

The CreditWatch placement follows Liz Claiborne's announcement on
Oct. 12 that it has entered into definitive agreements to sell
several brands, in addition to the previously announced pending
Mexx joint venture agreement, and use proceeds to repay debt. The
company has agreed to sell its Liz Claiborne, Monet, and Kensie
brands, and has completed the sale of its Dana Bauchman brand, for
total cash proceeds of $328 million. The company has stated that
it will use proceeds from the transactions to repay debt. "We
expect the transactions to be completed in the fourth quarter of
2011," S&P related.

"While we expect the company's credit metrics to improve following
completion of the pending transactions," said Standard & Poor's
credit analyst Linda Phelps, "we believe its financial profile
will remain highly leveraged." In addition, we believe the
company's profitability will be enhanced following the completion
of the Mexx joint venture transactions as operating losses
associated with the Mexx brand will be eliminated."

"The CreditWatch listing with positive implications reflects our
view that we could affirm or raise the rating within the next 90
days. In particular, we could raise our ratings one notch if the
company completes the pending transactions, including expected
reduction in debt, and if operating performance through the
holiday season is good," S&P said.

"We will resolve the CreditWatch listing for Liz Claiborne once we
have greater clarity regarding the time of debt reduction. Our
review will also focus on the company's business and financial
strategies," S&P related.


LOCAL INSIGHT: Court Approves $35 Million Exit Financing
--------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
Local Insight Media Holdings' motion to enter into a commitment
letter and a fee letter with GSO Capital Partners for $35 million
in exit financing.

Law360 relates that the Debtors will use the exit facility to fund
distributions under the Plan (including repayment of claims
arising under the Debtors' debtor-in-possession financing
facility, payment of administrative and secured claims and payment
of a cash distribution to general unsecured creditors) and also to
fund the reorganized Debtors' post-emergence working capital
needs.

                        About Local Insight

Wilmington, Delaware-based Local Insight Media Holdings, Inc., is
a publisher of print and online yellow page directories in the
United States.  Local Insight, along with affiliates, including
Local Insight Regatta Holdings, Inc., filed for Chapter 11
bankruptcy protection on (Bankr. D. Del. Lead Case No. 10-13677)
on Nov. 17, 2010.

Richard M. Cieri, Esq., Christopher J. Marcus, Esq., and Ross M.
Kwasteniet, Esq., at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel.  Curtis A. Hehn, Esq., Laura Davis Jones,
Esq., and Michael Seidl, Esq., at Pachulski Stang Ziehl & Jones
LLP, are the Debtors' co-counsel.

The Debtors' investment banker and financial advisor is Lazard
Freres & Co. LLC.  The Debtors' independent auditor is Deloitte &
Touche LLP.  The Debtors' interim management and restructuring
advisors are Alvarez & Marsal North America, LLC, and Avarez &
Marsal Private Equity Performance Improvement Group, LLC.
Kurtzman Carson Consultants LLC is the Debtors' notice and claims
agent.

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

The Official Committee of Unsecured Creditors has tapped Milbank,
Tweed, Hadley & McCloy LLP as its counsel; Morris, Nichols, Arsht
& Tunnel LLP as Delaware co-counsel; Houlihan Lokey Howard & Zukin
Capital Inc. as its financial advisor and investment banker; and
Mesirow Financial Consulting LLC as its forensic accountant and
litigation advisor.


LOCAL INSIGHT: Plan Exclusivity Extended Until Dec. 13
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
Local Insight Media Holdings, Inc., et al.'s exclusive period to
solicit acceptances for the proposed chapter 11 plan until and
Dec. 13, 2011, respectively.

The Debtors have already filed a proposed Chapter 11 Plan of
Reorganization.

As reported in the Troubled Company Reporter on Sept. 23, 2011,
the Debtor obtained an order approving the disclosure statement
explaining its Chapter 11 plan and scheduling a Nov. 3, hearing to
consider the Plan.

The TCR reported that prior to the hearing, the Debtor filed
amended versions of the Chapter 11 Plan and Disclosure Statement.

The Plan is predicated on the notion that the Company and
creditors would win a lawsuit to void the lien on what's known as
the Berry assets.  The plan calls for giving new stock to the
holders of the $339.3 million secured claim.  The disclosure
statement says the lenders' recovery will range between 20% and
28%.  The holders of up to $7 million in what are known as Regatta
unsecured claims will take home 13% in cash.  There is a long list
of creditors to receive nothing. The classes being wiped out and
their claims include LIM Finance II term loans ($119.8 million);
LIM Finance subordinated notes ($80.7 million); and LIM Finance
term loans ($138.1 million).  Emergence from Chapter 11 will be
financed by a new $35 million loan. The existing first-lien
lenders have the right to participate in the loan.

Under the Plan, which is subject to the confirmation of the Court,
the Company will emerge with a new credit facility and total debt
reduced by more than 90%.  The Company's senior secured debt will
be exchanged for equity in the reorganized company.  The Plan has
the support of the steering committee of the Company's prepetition
senior secured lenders.

                       About Local Insight

Wilmington, Delaware-based Local Insight Media Holdings, Inc., is
a publisher of print and online yellow page directories in the
United States.  Local Insight, along with affiliates, including
Local Insight Regatta Holdings, Inc., filed for Chapter 11
bankruptcy protection on (Bankr. D. Del. Lead Case No. 10-13677)
on Nov. 17, 2010.

Richard M. Cieri, Esq., Christopher J. Marcus, Esq., and Ross M.
Kwasteniet, Esq., at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel.  Curtis A. Hehn, Esq., Laura Davis Jones,
Esq., and Michael Seidl, Esq., at Pachulski Stang Ziehl & Jones
LLP, are the Debtors' co-counsel.

The Debtors' investment banker and financial advisor is Lazard
Freres & Co. LLC.  The Debtors' independent auditor is Deloitte &
Touche LLP.  The Debtors' interim management and restructuring
advisors are Alvarez & Marsal North America, LLC, and Avarez &
Marsal Private Equity Performance Improvement Group, LLC.
Kurtzman Carson Consultants LLC is the Debtors' notice and claims
agent.

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

The Official Committee of Unsecured Creditors has tapped Milbank,
Tweed, Hadley & McCloy LLP as its counsel; Morris, Nichols, Arsht
& Tunnel LLP as Delaware co-counsel; Houlihan Lokey Howard & Zukin
Capital Inc. as its financial advisor and investment banker; and
Mesirow Financial Consulting LLC as its forensic accountant and
litigation advisor.


LOCATION BASED TECH: PocketFinder GPS Device Sales Begin
--------------------------------------------------------
Location Based Technologies, Inc., announced the availability of
their PocketFinder GPS Personal Locator and GPS Vehicle Locator
devices for purchase throughout the United States and Canada
exclusively on the Online Apple Store.  PocketFinder devices will
also be available for purchase at all Apple Retail stores in the
US and Canada later this month.

"We believe the PocketFinder family of products will fundamentally
change the way people stay connected with their families, and
locate their assets" said Dave Morse, CEO of Location Based
Technologies.  "In today's highly mobile society, the ability to
instantly locate anything you care about is invaluable.  With our
devices, you can literally have your entire world located at your
fingertips.  We are extremely proud to bring our revolutionary
products to market with Apple."

Apple will sell the PocketFinder GPS Personal Locator for $149,
and the PocketFinder GPS Vehicle Locator for $189.  The purchase
price includes two months of service, no contract is required
(http://store.apple.com/us/product/H7522LL/A?mco=Nzc1MjMwNg).

PocketFinder's Personal Locator fits easily in a pocket, purse or
backpack and provides real-time information that allows users to
locate the devices online at any time from almost anywhere.  The
portable GPS Personal Locators are especially useful in locating
people, pets or things.

PocketFinder GPS Vehicle Locator is ideally suited for first time
drivers, as the device allows users, such as parents to monitor
vehicle location and speed in real time.  The device easily
attaches to automobiles, recreational vehicles, motorcycles,
boats, snowmobiles, jet skis or virtually any powered vehicle.

The PocketFinder User Interface is designed to work with all Apple
products and our free iOS App is available for the iPod touch,
iPhone, and iPad.

                 About Location Based Technologies

Headquartered in Irvine, Calif., Location Based Technologies, Inc.
(OTC BB: LBAS) -- http://www.locationbasedtech.com/-- designs,
develops, and sells personal, pet, and vehicle locator devices and
services.

As reported in the Troubled Company Reporter on Dec. 22, 2010,
Comiskey & Company, in Denver, Colo., expressed substantial doubt
about Location Based Technologies' ability to continue as a going
concern following its results for the fiscal year ended August 31,
2010.  The independent auditors noted that the Company has
incurred recurring losses since inception and has an accumulated
deficit in excess of $28,800,000 and a working capital deficit in
excess of $5,900,000.

The Company's balance sheet at May 31, 2011, showed $1.77 million
in total assets, $7.70 million in total liabilities, and a
$5.93 million stockholders' deficit.


LOS ANGELES DODGERS: Frank & Jamie McCourt Reach Divorce Accord
---------------------------------------------------------------
Frank and Jamie McCourt have reached a divorce settlement under
which she would get about $130 million and relinquish any claim to
a share of the Los Angeles Dodgers, The Los Angeles Times' Bill
Shaikin reports, citing multiple people familiar with the
agreement.

According to LA Times, the people familiar with the agreement
spoke on condition of anonymity because the settlement has not
been finalized.  However, LA Times notes, the settlement would
conclude what is believed to be the costliest divorce in
California history.  LA Times recounts that the McCourts incurred
$20.6 million in legal bills related to the divorce through July,
according to Los Angeles Superior Court filings by each of the
parties.  To settle the outstanding dispute over whether the
Dodgers were the sole property of Frank McCourt or community
property could have added at least $14 million to those bills,
based on estimates in a filing on behalf of Jamie McCourt.

LA Times relates Matthew Hiltzik, spokesman for Jamie McCourt,
declined to comment.  Steve Sugerman, spokesman for Frank McCourt,
did not respond to requests for comment.

According to LA Times, the settlement would remove Jamie McCourt
as an obstacle to Frank McCourt's plan to retain ownership of the
team by selling the Dodgers' television rights in U.S. Bankruptcy
Court.  The agreement also would appear to set up a winner-take-
all court showdown for the Dodgers between Frank McCourt and
Commissioner Bud Selig.

LA Times adds that it is uncertain whether the Bankruptcy Court
would allow Mr. McCourt to use money from a television deal to
satisfy a divorce settlement -- Mr. Selig would not -- or whether
the net proceeds of a sale of the team would exceed $130 million.

                     About Los Angeles Dodgers

Los Angeles Dodgers LLC operates the Los Angeles Dodgers, a
professional Major League Baseball club in the Los Angeles
metropolitan area.  Frank McCourt, a Boston real-estate developer
who unsuccessfully bid for the Boston Red Sox, bought the Dodgers
from Rupert Murdoch's Fox Entertainment Group, Inc. in 2004 for
$330 million.  Mr. McCourt also bought the Dodgers Stadium from
Fox for $100 million.

Los Angeles Dodgers LLC filed for bankruptcy protection (Bankr.
D. Del. Lead Case No. 11-12010) on June 27, 2011, after MLB
Commissioner Bud Selig rejected a television deal with News
Corp.'s Fox Sports, leaving Mr. McCourt unable to make payroll for
June 30 and July 1.  Fox Sports has exclusive cable television
rights for Dodgers games until the end of 2013 baseball season.

Chapter 11 filings were also made for LA Real Estate LLC, an
affiliated entity which owns Dodger Stadium, and three other
related holding companies.

The petition estimates assets of up to $500 million and debts of
up to $1 billion.  In its schedules, the LA Dodgers baseball club
disclosed $77,963,734 in assets and $4,695,702 in liabilities.  LA
Real Estate LLC disclosed $161,761,883 in assets and $0 in
liabilities.

According to Forbes, the team is worth about $800 million, making
it the third most valuable baseball team after the New York
Yankees and the Boston Red Sox.

Judge Kevin Gross presides over the case.  Lawyers at Young,
Conaway, Stargatt & Taylor and Dewey & LeBoeuf LLP serve as the
Debtors' bankruptcy counsel.  Epiq Bankruptcy Solutions LLC is the
claims and notice agent.  Public relations specialist Kekst and
Company has been hired for crisis support.  Covington & Burling
LLP serves as special counsel.

An official committee of unsecured creditors has been appointed in
the case.  The panel has tapped Lazard Freres & Co. as financial
adviser and investment banker, and Morrison & Foerster LLP and
Pinckney, Harris & Weidinger, LLC as counsel.

Ticket holders are seeking the appointment of their own committee.

The LA Dodgers is the 12th sports team in North America to have
sought bankruptcy protection, according to The Wall Street
Journal.

The reorganization is being financed with a $150 million unsecured
loan from the Commissioner of Major League Baseball.  The loan
gives the Commissioner few of the controls lenders often demanded
from bankrupt companies.


M&M STONE: Section 341(a) Meeting Scheduled for Oct. 25
-------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
in M&M Stone Co.'s Chapter 11 case on Oct. 25, 2011, at 2:00 p.m.
The meeting will be held at the 833 Chestnut Street, Suite 501,
Philadelphia, Pennsylvania.

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

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

                         About M&M Stone Co.

Telford, Pennsylvania-based M&M Stone Co. filed for Chapter 11
bankruptcy (Bankr. E.D. Pa. Case No. 11-17266) on Sept. 18, 2011.
Judge Eric L. Frank presides over the case.  Gregory R. Noonan,
Esq., at Walfish & Noonan, LLC, serves as counsel to the Debtor.
The Company disclosed $18,977,748 in assets and $8,987,589 in
liabilities as of the Chapter 11 filing.  The petition was signed
by Brian L. Carpenter, president.

Affiliate Drum Construction Company, Inc. (Bankr. E.D. Pa. Case
No. 11-14857) filed for Chapter 11 on June 17, 2011.


MARCO POLO SEATRADE: Committee Wants Case Dismissal Pleas Denied
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Marco Polo Seatrade B.V., et. al., filed with the U.S.
Bankruptcy Court for the Southern District of New York to:

   -- the motion of The Royal Bank of Scotland PLC suspending the
   cases or granting relief from the automatic stay; and

   -- Credit Agricole's response in opposition to Debtors' motion
   for contempt sanctions for violation of the automatic stay and
   cross-motion to dismiss or, in the alternative, to lift the
   automatic stay.

Secured creditor Royal Bank, in its motion explained that these
factors indicates that the Debtors belong in a foreign insolvency
proceeding:

   -- The Debtors are Dutch entities.
   -- The Debtors' affiliates are foreign entities.
   -- The Debtors' vessels operate under foreign flags.
   -- The Debtors' principal offices are in the Netherlands.
   -- The Debtors have no offices or employees in the U.S.

Nevertheless, RBS claimed that it is being held hostage by the
Debtors' improper use of chapter 11.  The Debtors do not have any
prospects for effecting a reorganization within a reasonable
period of time.

The Committee relates that Committee members alone assert claims
in excess of $23 million against the Debtors.  The Committee notes
that it is aware of no evidence that suggests that the collateral
rights of RBS or Credit Agricole, which remain subject to
investigation by the Committee and as to Credit Agricole, by the
Debtors, are inadequately protected.  Accordingly, the motions
must be denied and these cases must move forward to a near term
reorganization that yields a fair and meaningful recovery to
general unsecured creditors.

The Committee is represented by:

         Marc E. Richards, Esq.
         BLANK ROME LLP
         The Chrysler Building
         405 Lexington Avenue
         New York, NY 10174-0208
         Tel: (212) 885-5000
         Fax: (212) 885-5001

         Michael B. Schaedle, Esq.
         Jane Ann Bee, Esq.
         One Logan Square
         Philadelphia, PA 19103
         Tel: (215) 569-5762
         Fax: (215) 569-8762

                         About Marco Polo

Marco Polo Seatrade B.V. operates an international commercial
vessel management company that specializes in providing
commercial and technical vessel management services to third
parties.  Founded in 2005, the Company mainly operates under the
name of Seaarland Shipping Management and maintains corporate
headquarters in Amsterdam, the Netherlands.  The primary assets
consist of six tankers that are regularly employed in
international trade, and call upon ports worldwide.

Marco Polo and three affiliated entities filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-13634) on July 29,
2011.  The other affiliates are Seaarland Shipping Management
B.V.; Magellano Marine C.V.; and Cargoship Maritime B.V.

Marco Polo is the sole owner of Seaarland, which in turn is the
sole owner of Cargoship, and also holds a 5% stake in Magellano.
The remaining 95% stake in Magellano is owned by Amsterdam-based
Poule B.V., while another Amsterdam company, Falm International
Holding B.V. is the sole owner of Marco Polo.  Falm and Poule
didn't file bankruptcy petitions.

The filings were prompted after lender Credit Agricole Corporate
& Investment Bank seized one ship on July 21, 2011, and was on
the cusp of seizing two more on July 29.  The arrest of the
vessel was authorized by the U.K. Admiralty Court.  Credit
Agricole also attached a bank account with almost US$1.8 million
on July 29.  The Chapter 11 filing precluded the seizure of the
two other vessels.

Evan D. Flaschen, Esq., Robert G. Burns, Esq., and Andrew J.
Schoulder, Esq., at Bracewell & Giuliani LLP, serve as bankruptcy
counsel.  The cases are before Judge James M. Peck.

Kurtzman Carson Consultants LLC is the claims and noticing agent.

Marco Polo Seatrade B.V. disclosed $11,732,762 in assets and
$331,832,769 in liabilities.


MEG ENERGY: Bank Debt Trades at 2% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which MEG Energy Corp.
is a borrower traded in the secondary market at 98.02 cents-on-
the-dollar during the week ended Friday, Oct. 14, 2011, an
increase of 1.67 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 300 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
March 22, 2018, and carries Moody's Ba3 rating and Standard &
Poor's BBB- rating.  The loan is one of the biggest gainers and
losers among 78 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

MEG Energy Corp. (Toronto: MEG) -- http://www.megenergy.com/--
engages in the development and production of sustainable in situ
oil sands in the southern Athabasca region of Alberta, Canada.
The company is developing enhanced oil recovery projects that
utilize steam assisted gravity drainage (SAGD) extraction methods.
It owns 100% working interest in approximately 800 sections of oil
sands leases, which includes the Christina Lake project and the
Surmont project covering an area of 552,960 acres in the Athabasca
region of northern Alberta.  The company also holds a 50% interest
in a dual pipeline system, which connects the Christina Lake
project to a regional upgrading, refining, and transportation hub
in the Edmonton area.  As of December 31, 2010, it had 1.9 billion
barrels of proved plus probable bitumen reserves and 3.7 billion
barrels of contingent resources.  MEG Energy Corp. was
incorporated in 1999 and is headquartered in Calgary, Canada.


MESA AIR: Wins Jan. 20 Extension of Deadline to Object to Claims
----------------------------------------------------------------
Mesa Air Group, Inc. and its affiliated reorganized debtors sought
and obtained approval from the Honorable Martin Glenn of the U.S.
Bankruptcy Court for the Southern District of New York an
extension by 120 days the date by which objections to claims must
be filed, through and including Jan. 20, 2012, without prejudice
to their right to seek further extensions.

Since the filing of previous extension order, the Reorganized
Debtors have filed four omnibus objections with respect to 162
claims, which are scheduled to be heard on Sept. 26.  The
Reorganized Debtors have objected to approximately 1,100 proofs of
claim, which includes administrative expense claims.

In addition, the Reorganized Debtors have succeeded in
negotiating the settlement of numerous claims asserted against
certain of their estates and obtained the voluntary withdrawal of
various proofs of claim filed in these Chapter 11 cases,
according to John W. Lucas, Esq., at Pachulski Stang Ziehl &
Jones LLP, in New York.  As of Sept. 19, more than 90% of the
total amount of general unsecured claims has been resolved and
approximately 68% of all claims filed in these Chapter 11 cases
have been resolved, he adds.

While a substantial portion of the claims reconciliation process
has been completed, the Reorganized Debtors require additional
time to continue negotiating with certain claimants in an effort
to resolve their claims without the need to file objections and
to finalize the claims reconciliation process, Mr. Lucas tells
the Court.

The Reorganized Debtors seek a further extension of the Claims
Objection Deadline with the intention of finalizing all claims
and making a final distribution so that these Chapter 11 cases
may be closed as expeditiously as possible, Mr. Lucas says.

Unless a written objection is filed and served so as to be
received by Sept. 28, 2011, there will not be a hearing and the
stipulation and order may be signed.  If a written objection is
timely filed, a hearing to consider the motion will be held on
Oct. 10, 2011.

                        About Mesa Air

Mesa Air currently operates 76 aircraft with approximately 450
daily system departures to 94 cities, 38 states, the District of
Columbia, and Mexico.  Mesa operates as US Airways Express and
United Express under contractual agreements with US Airways and
United Airlines, respectively, and independently as go! Mokulele.
This operation links Honolulu to the neighbor island airports of
Hilo, Kahului, Kona and Lihue.  The Company was founded by Larry
and Janie Risley in New Mexico in 1982.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
(Bankr. S.D.N.Y. Lead Case No. 10-10018) on Jan. 5, 2010, in New
York, 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 to the
Debtors.  Imperial Capital LLC is the investment banker.  Epiq
Bankruptcy Solutions is claims and notice agent.  Brett Miller,
Esq., Lorenzo Marinuzzi, Esq., and Todd Goren, Esq., at Morrison &
Foerster LLP, serve as counsel to the Official Committee of
Unsecured Creditors.

Judge Martin Glenn entered a final order confirming the Third
Amended Joint Plan of Reorganization of Mesa Air Group, Inc., and
its debtor affiliates on Jan. 20, 2011.  Under the plan, the
reorganized company will issue new notes, common stock and
warrants to creditors.  Unsecured creditors that are U.S. citizens
will receive a combination of new notes and new common stock,
while unsecured creditors that are Non-U.S. citizens will receive
a combination of new notes and new warrants.  An agreement with US
Airways paved way for the filing of the plan.

Mesa Air's Plan of Reorganization became effective March 1, 2011.
The Company's restructuring accomplishments included elimination
of 100 excess aircraft and associated leases and debt which
contributed to the deleveraging of Mesa's balance sheet in the
approximate amount of $700 million in capitalized leases and
$50 million in debt, and extending the term of the code-share
agreement with US Airways through September 2015.

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: PNCEF Wants Claim Deemed Timely Filed
-----------------------------------------------
PNCEF, LLC, asks the U.S. Bankruptcy Court for the Southern
District of New York to deem its proof of claim against Mesa Air
Group, Inc., to be timely filed.

PNCEF, as successor to National City Leasing Corporation, holds
general unsecured claims against Mesa Airlines, Inc. and Mesa Air
Group.  According to Stephen D. Palley, Esq., at Ober, Kaler,
Grimes & Shriver, A Professional Corporation, in Washington,
D.C., PNCEF's claims arise out of two tax indemnity agreements as
well as related indemnity and guaranty agreements.

The Agreements were created for and used in connection with the
acquisition, financing, and leasing of two aircraft.  Mesa
Airlines leased the aircraft and Mesa Air Group guaranteed Mesa
Airlines' performance under the Agreements, in its capacity as a
parent corporation, Mr. Palley relates.

He notes that both Debtors' Schedules identify PNCEF as an
unsecured creditor with claims scheduled as contingent,
unliquidated and of unknown amounts.

The Court's March 26, 2010 order set May 21, 2010 as the general
bar date for the filing of non-governmental proofs of claim
against the Debtors.

On the Bar Date, PNCEF filed a timely $8,942,854 proof of claim.
PNCEF filed an Official Form 10 "coversheet" that identified Mesa
Airlines as the Debtor and the Mesa Air Group case number.

The Debtors' Third Amended Joint Plan of Reorganization became
effective on March 1, 2011.  PNCEF understands that available
Plan consideration remains available to distribute to PNCEF on
account of its claim against the two affiliated Debtors.

On September 20, 2011, PNCEF filed an Official Form 10
identifying Mesa Air Group as the Debtor; it "corrects a defect
of form in the original claim or describes the original claim
with greater particularity."  Mr. Palley asserts that PNCEF holds
claims against both Mesa Airlines and Mesa Air Group.  As set
forth in the Schedules, the Debtors were on notice of PNCEF's
claims against Mesa Airlines and Mesa Air Group.  Allowing
PNCEF's claim against Mesa Air Group as timely would be of no
prejudice to the Debtors, he tells the Court, noting that the
Plan was filed and confirmed with the Debtors' knowledge of
PNCEF's claim against Mesa Air Group.

Although the Plan has been confirmed, the Reorganized Debtors
have only recently filed their Omnibus Objection to expunge and
disallow certain late-filed claims, the claims reconciliation
process is ongoing, and the deadline to object to claims has not
passed.  The Court is not nearly finished determining the
allowances of claims, Mr. Palley says.

If the Court declines to deem PNCEF's claim against Mesa Air
Group to be timely pursuant to Bankruptcy Rule 9006(b)(1), then
the Court should deem the claim timely as a late-filed amendment
pursuant to Bankruptcy Rule 7015, Mr. Palley states.

                        About Mesa Air

Mesa Air currently operates 76 aircraft with approximately 450
daily system departures to 94 cities, 38 states, the District of
Columbia, and Mexico.  Mesa operates as US Airways Express and
United Express under contractual agreements with US Airways and
United Airlines, respectively, and independently as go! Mokulele.
This operation links Honolulu to the neighbor island airports of
Hilo, Kahului, Kona and Lihue.  The Company was founded by Larry
and Janie Risley in New Mexico in 1982.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
(Bankr. S.D.N.Y. Lead Case No. 10-10018) on Jan. 5, 2010, in New
York, 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 to the
Debtors.  Imperial Capital LLC is the investment banker.  Epiq
Bankruptcy Solutions is claims and notice agent.  Brett Miller,
Esq., Lorenzo Marinuzzi, Esq., and Todd Goren, Esq., at Morrison &
Foerster LLP, serve as counsel to the Official Committee of
Unsecured Creditors.

Judge Martin Glenn entered a final order confirming the Third
Amended Joint Plan of Reorganization of Mesa Air Group, Inc., and
its debtor affiliates on Jan. 20, 2011.  Under the plan, the
reorganized company will issue new notes, common stock and
warrants to creditors.  Unsecured creditors that are U.S. citizens
will receive a combination of new notes and new common stock,
while unsecured creditors that are Non-U.S. citizens will receive
a combination of new notes and new warrants.  An agreement with US
Airways paved way for the filing of the plan.

Mesa Air's Plan of Reorganization became effective March 1, 2011.
The Company's restructuring accomplishments included elimination
of 100 excess aircraft and associated leases and debt which
contributed to the deleveraging of Mesa's balance sheet in the
approximate amount of $700 million in capitalized leases and
$50 million in debt, and extending the term of the code-share
agreement with US Airways through September 2015.

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).


MGM RESORTS: Fitch Upgrades Issuer Default Rating to 'B-'
---------------------------------------------------------
Fitch Ratings upgrades MGM Resorts International's (MGM Resorts;
Issuer Default Rating (IDR) to 'B-' from 'CCC'.  Fitch also
assigns an IDR of 'B-' to CityCenter Holdings, LLC (CityCenter)
and an IDR of 'B+' to MGM Grand Paradise, S.A. (MGM Grand
Paradise).

The Rating Outlook for MGM Resorts is revised to Stable from
Positive.  The Rating Outlooks for CityCenter and MGM Grand
Paradise are Stable.

The rating actions reflect the following primary considerations:

  -- The recovery on the Las Vegas Strip (LV Strip) has progressed
     in line with Fitch's expectations in 2011 and current trends/
     forward indicators have not shown any material weakness in
     the LV Strip recovery story.

  -- The global and U.S. economic outlook has deteriorated
     considerably over the past few months, which could negatively
     impact the pace of recovery on the LV Strip (and other gaming
     markets) in 2012-2013.

  -- The 'B-' IDRs for MGM Resorts and CityCenter indicates that
     material credit risk remains present given their high
     leverage, but there is a limited margin of safety.

  -- MGM Resorts has solid near-term financial flexibility even in
     a slowing economic outlook with enough liquidity to the end
     of 2013, an adequate refinancing profile absent a double-dip
     recession, and control over 51%-owned MGM China Holdings Ltd.
     (MGM China), parent company of MGM Grand Paradise.

  -- CityCenter continues to ramp up nicely, has an adequate free
     cash flow (FCF) cushion, and excellent first-lien asset
     coverage.  However, its credit profile is reliant on the LV
     Strip recovery, which is susceptible to a greater-than-
     expected economic slowdown.

  -- MGM Grand Paradise benefits from robust operating trends in
     Macau and a strong financial profile, offset by the
     likelihood of MGM Resorts using that entity to support its
     balance sheet.

Las Vegas Trends:

The recovery trends on the LV Strip have been evident and in line
with Fitch's expectations for 2011, driven largely by an increase
in convention mix and room rates.  Convention attendance is up
6.4% year-to-date (YTD) through August.  Higher-end facilities
also benefited from strong international play.

Total Las Vegas visitation is up 4.7% YTD through August, in line
with Fitch's original forecast of + 4%-5%, while Strip gaming
revenues are up 5.2%, also in line with our forecast of a mid-
single-digit increase.  Las Vegas RevPAR growth in the mid-teen
range so far in 2011 has been stronger than Fitch's expectations,
with the average daily rate (ADR) up 10.2% and occupancy up 4.2
points.  Fitch had been expecting a low-single-digit RevPAR
increase, expecting the opening of the Cosmopolitan would restrain
RevPAR growth more than has been the case so far in 2011.

However, the weakening macro-economic outlook provides headwinds
to the positive operating leverage acceleration the agency had
been forecasting for 2012-2013.  Earlier this month, Fitch's
sovereign team materially revised downward growth forecasts for
all major advanced economies (see the 'Global Economic Outlook'
dated Oct. 3, 2011 for details).

Fitch believes the risk to LV Strip operating performance
resulting from a greater-than-expected macro-economic slowdown is
greater for the leisure/transient segment.  Given much stronger
corporate balance sheets today compared to 2007-2008, the
convention/group segment should hold up better and provide some
insulation for operators with exposure to that segment, such as
MGM Resorts and CityCenter.  As the mix shift from leisure to
convention/group accelerates and supply growth continues to
decelerate, midweek rates and occupancy will be supported by a
more favorable customer mix in 2011-2012 compared to 2009-2010.

Fitch had been expecting this dynamic to gain traction in 2012
relative to 2011 amid a slow broader economic recovery, but now
believes the weaker outlook could dampen operating results in
2012-2013 compared to our previous expectations.  Thus, Fitch has
reduced its forecast for the pace of recovery on the Las Vegas
Strip over the next 12-24 months.  Fitch's base case now
incorporates 1%-2% visitation increases in 2012 with low-to-mid-
single digit gaming revenue increases on the LV Strip (compared to
a high-single-digit revenue increase previously).

MGM Resorts Outlook:

Despite the reduced operating outlook, MGM Resorts has adequate
financial flexibility commensurate with a 'B-' IDR, although the
margin of safety is thin given its high leverage.  MGM Resorts
generates roughly 80% of wholly-owned adjusted EBITDA from the LV
Strip.

Fitch's current base case for wholly-owned adjusted EBITDA (minus
cash based corporate expense) is $1.13 billion in 2011 (from $1.15
billion previously), $1.26 billion in 2012 (from $1.35 billion),
and $1.31 billion in 2013 (from $1.43 billion).  On a latest 12-
month (LTM) basis as of June 30, 2011, Fitch calculates an apples-
to-apples EBITDA figure of $1.085 billion.  Debt at the end of the
second quarter was $12.04 billion for LTM leverage of 11.1 times
(x) on a wholly-owned basis.

With interest expense running roughly $950 million-$975 million
and maintenance capex expected to be roughly $275 million in 2011
and 2012 (with some flexibility), the wholly-owned FCF profile is
roughly breakeven, but is expected to improve in Fitch's base
case.  Additionally, Fitch believes the company has the ability to
deleverage somewhat over the next few years and has additional
flexibility after gaining a controlling stake in MGM China,
following the IPO transaction that was completed in June 2011.
MGM China's current enterprise value is roughly US$5.6 billion.

Fitch estimates that as of June 30, 2011, MGM Resorts has enough
liquidity and future sources of capital to take care of maturities
through the end of 2013, when $750 million of New York-New York
senior secured notes come due in November.  These 13% notes are
the strongest in capital structure and well over-collateralized,
so they can probably be refinanced at reasonable rates (currently
yielding about 6%).

In February 2014, MGM Resort's $1.8 billion term loan and $1.7
billion revolver (if fully drawn) will come due.  Also, in 2014
about $510 million of senior unsecured notes will be due in
February and $650 million of Bellagio/Mirage secured notes mature
in May 2014.  The heavy maturity schedule continues into 2015 and
through 2017, which is a concern since the bulk of maturities are
for unsecured debt with low coupons, though there is some high-
coupon secured debt maturing as well.

MGM Resorts' has the potential to deleverage somewhat and improve
its FCF and refinancing profile by late 2013 and has additional
capacity to issue secured debt, providing some financial
flexibility.  Fitch currently estimates that the MGM Resorts
wholly-owned restricted group can generate roughly $50 million-
$150 million in annual FCF in 2012-2013.

MGM Resorts can potentially recapitalize MGM Grand Paradise and/or
pull dividends from the affiliate. MGM Grand Paradise is leveraged
at around 1x (EBITDA of roughly $550 million and debt close to
$600 million) and restricted payments are permitted so long as
leverage is less than 4x.  At greater than 3.5x leverage, 50% of
the restricted payment must prepay the credit facility, and there
is no limitation on the distribution when leverage is below 3.5x.

The consolidation of MGM China into MGM Resorts adds approximately
$5 billion of consolidated net tangible assets (CNTA) to MGM
Resorts' senior unsecured note carveout for secured issuance.  The
carveout limits secured issuance to 15% of the company's CNTA.
Fitch estimates that there is currently an additional $250 million
of secured debt capacity from the consolidation of MGM China.  So
if MGM Resorts is able to refinance the 2013 New York-New York
secured notes with unsecured capital, there will be roughly $1
billion of additional capacity to issue secured debt to refinance
maturities in 2014 and beyond, if needed.

Ultimately, MGM will have to access capital markets by late 2013
and its ability to refinance will depend largely on the condition
of the capital markets and its FCF profile at the time.  While
there is a high degree of refinancing risk with respect to 2014-
2017 unsecured maturities, the company displayed strong capital
market access during the recession, issuing more than $4 billion
of capital since early 2009 and tapping the equity markets, as
well as the secured and unsecured debt markets.  Additionally,
bank debt lenders are largely unsecured and have shown a
willingness to extend maturities.

CityCenter:

The 'B-' IDR on CityCenter reflects the stand-alone nature and the
single-market exposure of the complex, high-leverage, covenant
uncertainty around 2013 and a lack of external liquidity access.
These concerns are partially alleviated by CityCenter's solid FCF
profile, expected deleveraging through the mandatory 75% FCF sweep
on the term loan and the high quality of the complex's assets and
the desirable location.

CityCenter has ramped up nicely over the last several quarters.
Fitch's base case assumes the complex continues to ramp up and
generate roughly $250 million of EBITDA (excluding condo sales) by
2013.  With interest expense of roughly $180 million and
maintenance capex of roughly $20 million-$30 million, CityCenter
has a solid FCF profile that will be supported by an interest
expense reserve in the near term.

CityCenter has nearly $185 million of cash as of June 30, 2011
(Fitch estimates cage cash of roughly $25 million-$30 million) and
cash needs are minimal in the near term.  There are minimal
maintenance capex needs and the interest expense reserve will
cover 1st lien interest payments until mid-2012.  Until July 2012,
100% of the 2nd lien notes' interest must be accrued.  Thereafter,
CityCenter has the option to PIK 100%, 50% or 0% of the 2nd lien
notes interest through 2016.  Fitch's base case assumes FCF of
roughly $80 million once the property fully ramps up by 2013
(assuming 50% of 2nd lien interest is PIK), or around $40 million
if the PIK option is not exercised.

There is an interest coverage covenant on the term loans that
starts at 1.10x in March 2012 and steps up to 1.50x by September
2013, which is close to the 2013 coverage level that Fitch
estimates in its base case.  Due to Fitch's estimated FCF profile
and the resulting paydown of the term loan through FCF sweeps,
Fitch believes CityCenter has solid ability to obtain an amendment
to this covenant, if needed.

Fitch views CityCenter's ratings as weakly linked to MGM Resorts
and views the credit largely on a standalone basis.  While there
are strong operational and strategic ties between the two
entities, both entities' generally weak credit profiles and
restrictive covenants limit their ability to provide meaningful
support to one another.

MGM Grand Paradise:

MGM Grand Paradise's low leverage of around 1x, robust cash flow
and good prospects for continued growth could potentially support
a 'BB' category IDR on a standalone basis.  The 'B+' IDR reflects
MGM Resorts' 51% ownership post the IPO and Fitch's view that MGM
Grand Paradise will likely recapitalize itself in the near term by
refinancing its credit facility.  Proceeds from the new debt could
be used to make a one-time dividend to MGM Resorts and/or fund
portion of the Cotai project, if the Cotai land concession is
approved.

The 'B+' IDR incorporates a leverage target of 4x, which is
consistent with the current credit facility restricted payments
and additional debt covenants.  If restrictive payments and
additional debt are permitted above 4x leverage in future credit
facility amendments, there could be potential for negative rating
action.  Absent a recapitalization, there is currently ample
cushion in the rating for operating declines, given the low
leverage and robust cash flow at the entity.

Recovery Ratings:

MGM Resorts' recovery ratings remain unchanged although the
increased stake in MGM Grand Paradise improves recovery prospects
somewhat.  Previously, Fitch assumed in its recovery analysis that
MGM Resorts' stake in MGM Grand Paradise would decline to 40%
after an IPO.  A detailed, interactive recovery analysis for MGM
Resorts is available on Fitch's website (see link below).

Fitch assigns a recovery rating of 'RR2' to MGM Grand Paradise's
secured credit facility.  The facility is overcollateralized but
an assignment of 'RR1' is precluded, since Macau issuers'
securities are capped at 'RR2' per Fitch's 'Country-Specific
Treatment of Recovery Ratings' criteria.

For CityCenter, Fitch estimates full recovery for the senior
secured credit facility and 1st lien note. Fitch assigns a
recovery rating of 'RR4' to the 2nd lien notes, which suggests an
expectation for recovery in the 31%-50% range.  Fitch values
CityCenter's stressed enterprise value at about $1.7 billion, of
which $1.2 billion can be attributed to Aria.  Fitch values the
hotel, retail and leased residential components using a distressed
capitalization rate and ramped up net income assumptions.
Remaining residential inventory that is not leased is valued at a
discount to prices so far recognized.

Fitch also assumes that roughly $125 million of CityCenter's term
loans are repaid through FCF sweeps and there are about $725
million of 2nd lien PIK notes outstanding at the point of default,
which is assumed in the default scenario to be sometime in mid-
2013 when CityCenter's coverage covenant threshold begins to
approach 1.5x.

Fitch has taken the following rating actions:

MGM Resorts International
  -- IDR upgraded to 'B-' from 'CCC';
  -- Senior secured notes due 2013, 2014, 2017, and 2020 upgraded
     to 'BB-/RR1' from 'B+/RR1';
  -- Partially-secured credit facility upgraded to 'B/RR3' from
     'B-/RR3';
  -- Senior unsecured notes upgraded to 'B-/RR4' from 'CCC/RR4';
  -- Convertible senior notes upgraded to 'B-/RR4' from 'CCC/RR4';
  -- Senior subordinated notes upgraded to 'CC/RR6' from 'C/RR6'.

CityCenter Holdings, LLC

  -- Assigned an IDR of 'B-'
  -- Senior secured credit facility and 1st lien notes assigned
     'BB-/RR1';
  -- 2nd lien PIK notes assigned 'B-/RR4'.

MGM Grand Paradise, S.A.

  -- Assigned an IDR of 'B+';
  -- Senior secured bank credit facility assigned 'BB/RR2'.


MOUNTAIN CITY: Court to Consider Case Dismissal Plea on Dec. 7
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado will
convene a hearing on Dec. 7, 2011, at 1:30 p.m., to consider the
motion to dismiss the Involuntary Petition against Mountain City
Meat Co., Inc.

In the minutes of proceeding, the Court also ruled that:

   1. parties-in-interest can conduct discovery from Oct. 21,
   until Nov. 23;

   2. witness and exhibit lists must be filed by Dec. 1;

   3. on Oct. 21, at 9:00 a.m., following the hearing on approval
   of the sale of the Debtors assets, the Court will hold a status
   conference on these motions filed in case number 11-29209-HRT:

   1) Fifth Third Bank's emergency motion to annul the automatic
   stay, excuse turnover and request for forthwith hearing to
   consider interim relief and the petitioning creditors
   objection; and

   2) the emergency motion for turnover of meat filed by Central
   Beef Ind. LLC, and the objections thereto filed by the Debtor
   and Fifth Third Bank.

                About Mountain City Meat Co., Inc.

Denver, Colorado-based Mountain City Meat Co., Inc., considers
itself one of the largest processors of portion controlled beef in
the U.S.  Mountain City has two plants, one in Denver and the
other in Nashville.

The bankruptcy began with an involuntary petition filed in
August by unsecured creditors.  The bank had a state-court
receiver appointed before the Chapter 11 filing.

The Company filed for Chapter 11 protection (Bankr. D. Colo. Case
No. 11-32656) on Sept. 24, 2011.  Bankruptcy Judge Michael E.
Romero presides over the case.  Brownstein Hyatt Farber Schreck,
LLP represents the Debtor's restructuring effort.  The Debtor
estimates assets and debts at $10 million to $50 million.


MOUNTAIN CITY: Gets Interim OK for Brownstein Hyatt as Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado authorized,
on an interim basis, Mountain City Meat Co., Inc., to employ
Brownstein Hyatt Farber Schreck, LLP as counsel.

BHFS has also requested approval of a retainer in connection with
its employment.

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

                About Mountain City Meat Co., Inc.

Denver, Colorado-based Mountain City Meat Co., Inc., considers
itself one of the largest processors of portion controlled beef in
the U.S.  Mountain City has two plants, one in Denver and the
other in Nashville.

The bankruptcy began with an involuntary petition filed in
August by unsecured creditors.  The bank had a state-court
receiver appointed before the Chapter 11 filing.

The Company filed for Chapter 11 protection (Bankr. D. Colo. Case
No. 11-32656) on Sept. 24, 2011.  Bankruptcy Judge Michael E.
Romero presides over the case.  Brownstein Hyatt Farber Schreck,
LLP represents the Debtor's restructuring effort.  The Debtor
estimates assets and debts at $10 million to $50 million.


MOUNTAIN CITY: Receiver to Pay $55,000 Retention Obligations Due
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado, approved
on an interim basis, Mountain City Meat Co., Inc.'s request for
receiver to turnover assets, and confirm Alliance is the
responsible officer of the Debtor.

The Court ordered that BGA Management, LLC doing business as
Alliance Management, through its agent Alex G. Smith, as chief
restructuring officer of the Debtor, is the responsible officer of
the Debtor and has the sole and exclusive authority to act as
debtor-in-possession.

The Court also ordered that Alliance, as the receiver appointed by
the Denver District Court, is excused from turnover until entry of
a final order on the motion.

The obligations of the receivership estate, including employee
commissions in the amount of $2,420, employee benefits in the
amount of $77,560, and obligations under the retention agreements
in the amount of $55,000 will be paid by the Debtor when due.

A final hearing on the motion will be held on Oct. 21, 2011, at
9:00 a.m. (Mountain Time) before the Hon. Howard R. Tallman.

                About Mountain City Meat Co., Inc.

Denver, Colorado-based Mountain City Meat Co., Inc., considers
itself one of the largest processors of portion controlled beef in
the U.S.  Mountain City has two plants, one in Denver and the
other in Nashville.

The bankruptcy began with an involuntary petition filed in
August by unsecured creditors.  The bank had a state-court
receiver appointed before the Chapter 11 filing.

The Company filed for Chapter 11 protection (Bankr. D. Colo. Case
No. 11-32656) on Sept. 24, 2011.  Bankruptcy Judge Michael E.
Romero presides over the case.  Brownstein Hyatt Farber Schreck,
LLP represents the Debtor's restructuring effort.  The Debtor
estimates assets and debts at $10 million to $50 million.


MOUNTAIN CITY: Meeting of Creditors Scheduled for Nov. 3
--------------------------------------------------------
The U.S. Trustee for Region 19 will convene a meeting of creditors
in Mountain City Meat Co., Inc.'s Chapter 11 case on Nov. 3, 2011,
at 9:30 a.m.  The meeting will be held at the U.S. Trustee 341
Meeting Room, 1999 Broadway, 8th Floor, Suite 830, Room C, Denver,
Colorado.

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

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

                About Mountain City Meat Co., Inc.

Denver, Colorado-based Mountain City Meat Co., Inc., considers
itself one of the largest processors of portion controlled beef in
the U.S.  Mountain City has two plants, one in Denver and the
other in Nashville.

The bankruptcy began with an involuntary petition filed in
August by unsecured creditors.  The bank had a state-court
receiver appointed before the Chapter 11 filing.

The Company filed for Chapter 11 protection (Bankr. D. Colo. Case
No. 11-32656) on Sept. 24, 2011.  Bankruptcy Judge Michael E.
Romero presides over the case.  Brownstein Hyatt Farber Schreck,
LLP represents the Debtor's restructuring effort.  The Debtor
estimates assets and debts at $10 million to $50 million.


MOUNTAIN CITY: Evidentiary Hearing on Sale Set for Oct. 21
----------------------------------------------------------
Interested parties will return to the Bankruptcy Court on Oct. 21,
2011, at 9:00 a.m., for an evidentiary hearing on Mountain City
Meat Co., Inc.'s request to sell substantially all of its assets,
free and clear of liens, and a final hearing on various other
motions pending before the Court.

The Debtor filed, together with its bankruptcy petition, a motion
to approve protocol that outlined a speedy sale process.  The
Debtor wants the sale done "within the first month or two of the
case" citing its current financial position and the seasonal
nature of its business and the need to maximize value for the
estate and stakeholders.  The motion did not identify a purchaser
but the Debtor said it is willing to sell the assets even on a
piece-meal basis.

The Debtor had proposed to collect bids by Sept. 30, conduct an
auction on Oct. 11, and seek approval of any deal on Oct. 14.

The Court held a hearing on Oct. 7 to consider sale procedures.
In an order issued five days later, the Court approved the
guidelines subject to a revised timeline.  Specifically, the Court
set the auction for Oct. 19 to be held at the Denver offices of
the Debtor's lawyers.  The sale hearing is set for Oct. 21.
Objections to the sale are due Oct. 19.  Bids were due Oct. 17.

            Lead Bidder for Machinery & Equipment Named

The Court order also indicated that the Debtor has identified MCM
Acquisition Co. as purchaser for the machinery and equipment.  The
Debtor did not disclose the purchase price to be paid by MCM but
indicated that competing bids must be at least $5,818,000, which
is equal to the amount of the stalking horse bid, the break-up fee
and an initial incremental increase of $50,000.

The Debtor is authorized to pay MCM a break-up fee of $100,000 and
expense reimbursement of up to $16,000.

Pre-bankruptcy, Alliance Management, the receiver of the Debtor's
assets, endeavored to sell Mountain City's business as a going
concern to maximize the value of the assets and business
operations for the benefit of its creditors.  Alliance contacted
more than 250 potential purchasers and entered into roughly non-
disclosure agreements with certain of these parties.

The Debtor was unable to negotiate a stalking horse agreement
prior to the Petition Date.  Rather than delay the filing of the
case, and because the Debtor believes that a sale occurring after
the end of October may produce less interest for potential
purchasers, the Debtor determined that it is in the best interests
of the estate to file the case and the Sale Motion without a
stalking horse bidder and to open the sale to all interested
parties, subject to the sale procedures.

                       Lender May Credit Bid

Mountain City's secured lender, Fifth Third Bank, consented to the
sale, so long as the Secured Lender's lien attaches to the
proceeds of the proposed sale to the same extent, validity and
priority as existed in the Assets prior to the sale.  Fifth Third
also has the right to credit bid up to the current amount
outstanding on its secured claim, which as of Aug. 11, 2011, was
$17,773,541.  Nothing in the Bid Procedures will be construed as
requiring the Secured Lender to submit a bid prior to the Auction.

                      Sale of Meat Inventory

Mountain City also obtained Court authority, on an interim basis,
to sell its meat inventory, free and clear of all liens, claims,
encumbrances and interests and approving separate sale procedures.
The Debtor lodged the request as a procedural matter as they must
continue to sell existing inventory, consisting of finished
portion control steaks and ground beef, raw material beef,
additives and related packaging supplies to prevent a substantial
loss to the estate.  The Inventory had a book value of $6,818,601,
as of Sept. 22, and generally consists of perishable products and
frozen pre-packaged meat products that must be used or sold to the
consumer by a specific date.  As the Inventory ages, it is at
greater risk of becoming commercially obsolete, especially to
retail stores, who must take into account the time the product
remains on their shelves before it is sold to consumers.

The Debtor said it will attempt to sell raw material and finished
goods to its current customers at the rates the Debtor previously
sold the meat inventory to those customers.  However, if the
current customers do not want to purchase the product, then the
Debtor will sell the Inventory by either (a) discounting the
Inventory for its existing customers if it is close to its
expiration date, (b) selling the Inventory back to the Debtor's
vendors for cash, (c) selling the Inventory through meat brokers,
who will obtain the highest possible price for the Inventory, but
require a commission upon completion of a sale or (d) selling the
product to the public on an "as is" basis.

The Court will hold a final hearing on the Motion on Oct. 21,
2011.

                   Petitioning Creditors Object

Unsecured creditors Orleans International, Inc., National Beef
Packing, Inc. and XL Four Star Beef, Inc., which filed an
involuntary Chapter 11 petition against the Company, have objected
to the proposed sales.  The unsecured creditors said the voluntary
bankruptcy filing was done in an attempt to liquidate the Debtor
on an unnecessarily fast-track for the benefit of Fifth Third Bank
with little or no regard for the other creditors of the estate and
to wipe out the legitimate section 503(b)(9) claims held by a
number of the Debtor's suppliers.

The creditors said there is no real emergency to establish the bid
procedures and conduct the auction.  The Motion, Notice and bid
procedures, they said, do not contain any information regarding
what is being sold, the minimum bid or an overbid threshold.  The
only mention of price is a reference to the Bank's right to credit
bid its debt of $17,773,541 as of Aug. 11, 2011.  Based upon the
Debtor's weekly reports, the Bank's debt has been substantially
reduced through the sale of inventory.  Potential bidders need to
know what they are buying and the Bank's reserve price.  Simply
stating that the Bank has reserved its right to credit bid will
chill the bidding.

                     About Mountain City Meat

Denver, Colorado-based Mountain City Meat Co., Inc. --
http://www.mountaincitymeat.com/-- is one of the largest portion
control beef processors in the United States. Through its
headquarters and manufacturing facility in Denver, and its second
manufacturing facility in Nashville, Tennessee, Mountain City
supplies high quality ground beef and portion control steak cuts
through several channels, including retail stores, chain
restaurants and broadline food service distributors.

On Aug. 9, 2011, Mountain City's board of directors appointed BGA
Management LLC d/b/a Alliance Management, through its agent, Alex
G. Smith as the company's Chief Restructuring Officer until the
need for a CRO no longer existed.  Immediately after appointing
Alliance as CRO, the Board resigned.

On Aug. 11, 2011, Mountain City's secured lender, Fifth Third Bank
commenced a receivership action against the company in Denver
District Court.  At 5:00 p.m. that same day, the Denver District
Court appointed Alliance as receiver for Mountain City's personal
property and related operations.

However, minutes before the receivership order, certain putative
unsecured creditors -- Orleans International, Inc., National Beef
Packing, Inc. and XL Four Star Beef, Inc. -- commenced an
involuntary Chapter 7 bankruptcy petition (Bankr. D. Colo. Case
No. 11-29209) against Mountain City.  The Involuntary Chapter 7
petition was filed as a result of, among other reasons, the Debtor
(a) ordering and not paying for in excess of $2,400,000 of meat
inventory from the Petitioning Creditors; and (b) issuing checks
to the Petitioning Creditors for a portion of the inventory, which
checks were refused for payment by Fifth Third Bank.  The Debtor
sought dismissal of the Involuntary Petition on the grounds that
it was filed in bad faith because the Petitioning Creditors were
motivated solely by their desire to preserve their claims under
Section 503(b)((9) of the Bankruptcy Code to have that portion of
their claims related to goods sold to the Debtor within 20 days
prior to the filing treated as an administrative expense.

In the Involuntary Case, the Secured Lender obtained two interim
orders annulling the automatic stay to allow the receiver to keep
control of the Debtor.

Mountain City filed a voluntary Chapter 11 petition (Bankr. D.
Colo. Case No. 11-32656) on Sept. 24, 2011.  Judge Howard R.
Tallman presides over the case.  Michael J. Pankow, Esq., Daniel
J. Garfield, Esq., Heather B. Schell, Esq., at Brownstein Hyatt
Farber Schreck, LLP, represent the Debtors as counsel.  The Debtor
estimated up to $50 million in assets and debts.

Attorneys for the Petitioning Creditors are:

          John B. Wasserman, Esq.
          SENDER & WASSERMAN, P.C.
          1660 Lincoln Street, Suite 2200
          Denver, CO 80264
          Tel: (303) 296-1999
          Fax: (303) 296-7600
          E-mail: jwass@sendwass.com

               - and -

          Howard S. Sher, Esq.
          Michele L. Walton, Esq.
          JACOB & WEINGARTEN, P.C.
          2301 W. Big Beaver Road, Suite 777
          Troy, MI 48084
          Tel: (248) 649-1900

Fifth Third is represented in the case by James T. Markus, Esq.,
and John F. Young, Esq., at Markus Williams Young & Zimmermann
LLC.

An official committee of unsecured creditors has been appointed in
the case.  The panel is represented by Harold G. Morris, Jr.,
Esq., and John C. Smiley, Esq., at Lindquist & Vennum PLLP.


MOUNTAIN CITY: Court Says Receiver May Serve as Interim CRO
-----------------------------------------------------------
The Bankruptcy Court said BGA Management, LLC d/b/a Alliance
Management, through its agent Alex G. Smith, as Chief
Restructuring Officer of the Debtor, is the responsible officer of
the Debtor and has the sole and exclusive authority to act as
debtor-in-possession.  Alliance, as the receiver appointed by the
Denver District Court pursuant to the Receivership Order, is
excused from turnover until entry of a final order on the Debtor's
request.

When it filed for bankruptcy, Mountain City asked the Court to:

     (a) establish procedures for Alliance, as receiver for the
         Debtor's pre-petition receivership estate, to turn over
         the Debtor's assets to the bankruptcy estate;

     (b) require the Debtor to honor certain obligations of the
         receivership estate; and

     (c) confirm that Alliance (through Alex G. Smith) can act as
         the responsible officer of the Debtor.

Separately, Mountain City also asked the Court for permission to
assume an engagement agreement with the CRO.

The Debtor, through Alliance, has determined that the best
interests of the estate would be for Alliance to serve as the
responsible officer of the Debtor pursuant to the broad authority
granted to it under the Board Resolution instead of continuing to
act as a receiver under the Receivership Order.  The Debtor said
Alliance's knowledge and deep involvement in ongoing sale efforts
cannot be replaced.  Alliance could proceed as receiver, but
continuing the sale process under a CRO's direction with
bankruptcy supervision offers needed procedural certainty that
maximizes the chances of optimal outcomes.

As CRO, Alliance will be compensated for its services on an hourly
basis and will be reimbursed for its out-of-pocket costs and
reasonable expenses, including travel expenses, and professional
fees, in accordance with the terms of the CRO Agreement.  Alliance
previously engaged Faegre & Benson LLP to represent Alliance
during the receivership and during this bankruptcy case.  Faegre
will work with the Debtor to minimize duplication of efforts. The
fees and expenses of Alliance and Faegre will be paid pursuant to
the Debtor's budget.

The primary professional working on this matter is Alex Smith, who
will be working on the matter on a full time basis at the hourly
rate of $350.  Other professionals at Alliance who will be working
on this matter will be:

     Professional    Hourly Rate      Extent of Services
     ------------    -----------      ------------------
     Brock Kline        $275               As needed
     David Burke        $325               As needed
     Chris Tomas        $325               As needed
     Steve Murray       $350               As needed
     Jim Cullen         $350               As needed
     Michael Knight     $425               As needed

Prior to the Petition Date, Alliance received $290,000 from the
Debtor's receivership estate, with Fifth Third Bank's knowledge
and consent, as a retainer for pre- and post-petition services.
Of those amounts, prior to the Petition Date, Alliance applied
$95,532.95 as payment for pre-petition fees and expenses, leaving
a retainer of $194,467.05 as security for post-petition fees and
expenses.  These funds are to be held by Alliance as security for
its services as the Debtor's CRO.

Alliance previously engaged Faegre to represent Alliance during
the receivership and during this bankruptcy case.  Faegre received
a payment of $75,000 from the receivership estate, with the
Secured Lender's knowledge and consent.  Of this amount, Faegre
applied $44,133.00 as payment for pre-petition fees and expenses,
leaving a retainer of $30,867.00, which funds are to be held by
Faegre as security for its services as counsel to the Debtor's
CRO.

The Court ruling also held that obligations of the receivership
estate, including employee commissions of $2,420, employee
benefits of $77,560, and obligations under various retention
agreements of $55,000 will be paid by the Debtor when due.

A final hearing on the Motion is set for Oct. 21, 2011, at 9:00
a.m. (Mountain Time).

Alex G. Smith may be reached at:

          ALLIANCE MANAGEMENT INC.
          1400 16th St Ste 400
          Denver, CO 80202-5995
          Tel: (720) 932-8171
          E-mail: asmith@alliancemgmt.com

                     About Mountain City Meat

Denver, Colorado-based Mountain City Meat Co., Inc. --
http://www.mountaincitymeat.com/-- is one of the largest portion
control beef processors in the United States. Through its
headquarters and manufacturing facility in Denver, and its second
manufacturing facility in Nashville, Tennessee, Mountain City
supplies high quality ground beef and portion control steak cuts
through several channels, including retail stores, chain
restaurants and broadline food service distributors.

On Aug. 9, 2011, Mountain City's board of directors appointed BGA
Management LLC d/b/a Alliance Management, through its agent, Alex
G. Smith as the company's Chief Restructuring Officer until the
need for a CRO no longer existed.  Immediately after appointing
Alliance as CRO, the Board resigned.

On Aug. 11, 2011, Mountain City's secured lender, Fifth Third Bank
commenced a receivership action against the company in Denver
District Court.  At 5:00 p.m. that same day, the Denver District
Court appointed Alliance as receiver for Mountain City's personal
property and related operations.

However, minutes before the receivership order, certain putative
unsecured creditors -- Orleans International, Inc., National Beef
Packing, Inc. and XL Four Star Beef, Inc. -- commenced an
involuntary Chapter 7 bankruptcy petition (Bankr. D. Colo. Case
No. 11-29209) against Mountain City.  The Involuntary Chapter 7
petition was filed as a result of, among other reasons, the Debtor
(a) ordering and not paying for in excess of $2,400,000 of meat
inventory from the Petitioning Creditors; and (b) issuing checks
to the Petitioning Creditors for a portion of the inventory, which
checks were refused for payment by Fifth Third Bank.  The Debtor
sought dismissal of the Involuntary Petition on the grounds that
it was filed in bad faith because the Petitioning Creditors were
motivated solely by their desire to preserve their claims under
Section 503(b)((9) of the Bankruptcy Code to have that portion of
their claims related to goods sold to the Debtor within 20 days
prior to the filing treated as an administrative expense.

In the Involuntary Case, the Secured Lender obtained two interim
orders annulling the automatic stay to allow the receiver to keep
control of the Debtor.

Mountain City filed a voluntary Chapter 11 petition (Bankr. D.
Colo. Case No. 11-32656) on Sept. 24, 2011.  Judge Howard R.
Tallman presides over the case.  Michael J. Pankow, Esq., Daniel
J. Garfield, Esq., Heather B. Schell, Esq., at Brownstein Hyatt
Farber Schreck, LLP, represent the Debtors as counsel.  The Debtor
estimated up to $50 million in assets and debts.

Attorneys for the Petitioning Creditors are John B. Wasserman,
Esq., at Sender & Wasserman, P.C., and Howard S. Sher, Esq., and
Michele L. Walton, Esq., at Jacob & Weingarten, P.C.

Fifth Third is represented in the case by James T. Markus, Esq.,
and John F. Young, Esq., at Markus Williams Young & Zimmermann
LLC.

An official committee of unsecured creditors has been appointed in
the case.  The panel is represented by Harold G. Morris, Jr.,
Esq., and John C. Smiley, Esq., at Lindquist & Vennum PLLP.


MOUNTAIN CITY: Panel Says Oct. 31 Cash-Use Limit Too Short
----------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
Mountain City Meat Co.'s case said the Debtor should be given
beyond Oct. 31 to use cash collateral.  The Committee believes
that sale and other critical issues in the case will linger up to
an additional 90 days after any sale closing, with potential
ramifications that include the ultimate sale price for the
Debtor's assets.

The Bankruptcy Court is slated to hold a hearing Oct. 21 to
consider final approval of Mountain City's request to use cash
collateral of Fifth Third Bank and provide adequate protection to
the pre-petition secured lender.  The Court has permitted the
Debtor to use cash collateral for the purpose of preserving and
maximizing value of the estate through Oct. 31.

Fifth Third asserts a first priority lien and security interest in
all of the Debtor's personal property, including all of the
Debtor's cash, pursuant to a Loan and Security Agreement the
Debtor executed in favor of bank, dated Nov. 6, 2009, and as
amended by the First Amendment to Loan and Security Agreement
dated March 7, 2011.  The bank asserts that the Debtor owed
$17,773,541 as of Aug. 11, 2011.  The Debtor has made payments to
the Secured Lender in the amounts of $5,500,000, $2,000,000 and
$1,050,000 since Aug. 11, 2011.

The Committee also contends that Fifth Third should bear the
expense of liquidating its collateral, which doesn't seem to be
the case.  The Committee also wants an opportunity to review the
secured lender's fees for reasonableness, and object if necessary.

The Committee also contends that the Jan. 31, 2012 deadline to
"Scream or Die" with respect to the bank's claim and security
interest should be extended until March 31, 2012.

The Debtor has noted that XL Foods Inc. filed a UCC financing
statement on Aug. 10, 2011, a day before the involuntary case
claiming a blanket lien on all of the Debtor's assets.  However,
the Debtor is not aware of any security interest held by XL Foods.

The Debtor plans to sell substantially all of its assets within
the first month or two of the case and has several motions pending
to effectuate a sale and continue to its operations until a sale.
Without the use of the Cash Collateral, the Debtor said it would
not be able to continue to negotiate with potential purchasers of
its assets, close a sale within one to two months, or sell its
current perishable inventory before it becomes commercially
obsolete and has significantly less valuable.

The Secured Lender may be reached at:

          Donald Mitchell
          Fifth Third Bank
          38 Fontain Square Plaza
          Cincinnati, OH 45263
          Telephone: (513) 534-8590
          E-mail: don.mitchell@53.com

                     About Mountain City Meat

Denver, Colorado-based Mountain City Meat Co., Inc. --
http://www.mountaincitymeat.com/-- is one of the largest portion
control beef processors in the United States. Through its
headquarters and manufacturing facility in Denver, and its second
manufacturing facility in Nashville, Tennessee, Mountain City
supplies high quality ground beef and portion control steak cuts
through several channels, including retail stores, chain
restaurants and broadline food service distributors.

On Aug. 9, 2011, Mountain City's board of directors appointed BGA
Management LLC d/b/a Alliance Management, through its agent, Alex
G. Smith as the company's Chief Restructuring Officer until the
need for a CRO no longer existed.  Immediately after appointing
Alliance as CRO, the Board resigned.

On Aug. 11, 2011, Mountain City's secured lender, Fifth Third Bank
commenced a receivership action against the company in Denver
District Court.  At 5:00 p.m. that same day, the Denver District
Court appointed Alliance as receiver for Mountain City's personal
property and related operations.

However, minutes before the receivership order, certain putative
unsecured creditors -- Orleans International, Inc., National Beef
Packing, Inc. and XL Four Star Beef, Inc. -- commenced an
involuntary Chapter 7 bankruptcy petition (Bankr. D. Colo. Case
No. 11-29209) against Mountain City.  The Involuntary Chapter 7
petition was filed as a result of, among other reasons, the Debtor
(a) ordering and not paying for in excess of $2,400,000 of meat
inventory from the Petitioning Creditors; and (b) issuing checks
to the Petitioning Creditors for a portion of the inventory, which
checks were refused for payment by Fifth Third Bank.  The Debtor
sought dismissal of the Involuntary Petition on the grounds that
it was filed in bad faith because the Petitioning Creditors were
motivated solely by their desire to preserve their claims under
Section 503(b)((9) of the Bankruptcy Code to have that portion of
their claims related to goods sold to the Debtor within 20 days
prior to the filing treated as an administrative expense.

In the Involuntary Case, the Secured Lender obtained two interim
orders annulling the automatic stay to allow the receiver to keep
control of the Debtor.

Mountain City filed a voluntary Chapter 11 petition (Bankr. D.
Colo. Case No. 11-32656) on Sept. 24, 2011.  Judge Howard R.
Tallman presides over the case.  Michael J. Pankow, Esq., Daniel
J. Garfield, Esq., Heather B. Schell, Esq., at Brownstein Hyatt
Farber Schreck, LLP, represent the Debtors as counsel.  The Debtor
estimated up to $50 million in assets and debts.

Attorneys for the Petitioning Creditors are John B. Wasserman,
Esq., at Sender & Wasserman, P.C., and Howard S. Sher, Esq., and
Michele L. Walton, Esq., at Jacob & Weingarten, P.C.

Fifth Third is represented in the case by:

          James T. Markus, Esq.
          John F. Young, Esq.
          MARKUS WILLIAMS YOUNG & ZIMMERMANN LLC
          1700 Lincoln Street, Suite 4000
          Denver, CO 80203
          Telephone: (303) 830-0800
          Facsimile: (303) 830-0809
          E-mail: jmarkus@markuswilliams.com
                  jyoung@markuswilliams.com

An official committee of unsecured creditors has been appointed in
the case.  The panel is represented by:

          Harold G. Morris, Jr., Esq.
          John C. Smiley, Esq.
          LINDQUIST & VENNUM PLLP
          600 17th Street, Suite 1800 South
          Denver, CO 80202-5441
          Tel: 303-573-5900
          Fax: 303-573-1956
          E-mail: jsmiley@lindquist.com
                  hmorris@lindquist.com


MPG OFFICE: Amends Employment Pact of Chief Financial Officer
-------------------------------------------------------------
MPG Office Trust, Inc., amended the employment agreement for Mr.
Shant Koumriqian, executive vice president and chief financial
officer, providing for Mr. Koumriqian's departure from the Company
on March 31, 2012.  Mr. Koumriqian is expected to remain with the
Company until that time.

Mr. David Weinstein, president and chief executive officer of MPG
Office Trust, commented, "We are grateful for Shant's past and
continued contributions and are pleased he will continue to work
with us during the next five and one half months.  We are
fortunate to have a strong and capable finance and accounting team
that are long standing employees of MPG.  Over the coming months,
the Company will assess its ongoing needs and expects to hire
accordingly.  Shant will assist us in any transition."

Mr. Koumriqian added, "I am proud of the progress MPG Office Trust
has made during my time with the Company.  While I have no
immediate plans, I currently intend to fulfill my responsibilities
through March 31, 2012.  I then look forward to exploring other
opportunities and accepting new challenges."

Under the terms of this agreement, Mr. Koumriqian's annual base
salary will remain $375,000 per year, and his target annual bonus
will be $250,000.  Mr. Koumriqian's actual bonus will be
determined by the Company's Compensation Committee based on the
attainment of performance metrics and individual objectives.  Mr.
Koumriqian must be employed by the Company through Jan. 31, 2012,
in order to be paid an annual bonus related to his performance
during fiscal year 2011.

Pursuant to the agreement, Mr. Koumriqian is not eligible to
receive any future equity-based or long-term incentive awards from
the Company and his outstanding stock options, restricted stock
and restricted stock units will continue to vest per the terms of
the applicable award agreements until March 31, 2012, or his
termination date, whichever is earlier.  All unvested awards will
be forfeited upon termination.

                      About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- is the largest owner and operator of
Class A office properties in the Los Angeles central business
district and is primarily focused on owning and operating high-
quality office properties in the Southern California market.  MPG
Office Trust is a full-service real estate company with
substantial in-house expertise and resources in property
management, marketing, leasing, acquisitions, development and
financing.

The Company reported a net loss of $197.94 million on
$406.89 million of total revenue for the year ended Dec. 31 2010,
compared with a net loss of $869.72 million on $423.84 million of
total revenue during the prior year.

The Company has been focused on reducing debt, eliminating
repayment and debt service guarantees, extending debt maturities
and disposing of properties with negative cash flow.  The first
phase of the Company's restructuring efforts is substantially
complete and resulted in the resolution of 18 assets, relieving
the Company of approximately $2.0 billion of debt obligations and
potential guaranties of approximately $150 million.

The Company's balance sheet at June 30, 2011, showed $2.38 billion
in total assets, $3.32 billion in total liabilities and a $939.33
million in total deficit.


MYLAN INC: Moody's Affirms Ba2 Corp. Family Rating
--------------------------------------------------
Moody's Investors Service assigned a Baa3 rating to the new senior
secured credit facilities of Mylan Inc.  At the same time, Moody's
affirmed Mylan's existing ratings including the Ba2 Corporate
Family Rating, Ba2 Probability of Default Rating and Ba3 senior
unsecured rating. The rating outlook remains stable.

Rating assigned:

Baa3 (LGD2, 14%) senior secured Term Loan A of $1.25 billion due
2016

Baa3 (LGD2, 14%) senior secured revolving credit facility of $1
billion due 2016

Ratings affirmed:

Ba2 Corporate Family Rating

Ba2 Probability of Default Rating

SGL-2 Speculative Grade Liquidity Rating

Ratings affirmed with LGD point estimate revisions:

Ba3 (LGD5, 70%) senior unsecured notes due 2017, 2018 and 2020

Ratings to be withdrawn at close of transaction:

Baa3 (LGD2, 13%) senior secured revolving credit agreement at
Baa3 (LGD 2, 13%)

Baa3 (LGD2, 13%) senior secured Term Loan B and Euro Term Loans

RATINGS RATIONALE

Mylan's Ba2 Corporate Family Rating continues to reflect good size
and scale as the #3 player in the global generics pharmaceutical
industry, a solid global generic drug pipeline, and revenue
diversity from the specialty branded segment. Mylan has continued
to reiterate a long-term debt/EBITDA target of 3.0x, and has made
generally steady progress towards this goal ever since the October
2007 acquisition of Merck KGaA's generics business. Moody's
anticipates further improvement in Mylan's June 30, 2011
debt/EBITDA of 3.6x (reflecting Moody's adjustments) based on
upcoming product launches and good EBITDA trends. Offsetting these
strengths, Mylan's free cash flow remains somewhat constrained,
resulting from a high interest burden and large working capital
demands. Further, Mylan's strategy related to biosimilars is less
mature than certain peers, and Moody's believes there remains
event risk related to M&A.

The SGL-2 speculative grade liquidity rating reflects good
liquidity characterized by positive free cash flow, cash on hand
of over $400 million as of June 30, 2011 and the new $1 billion
revolver with substantially full capacity. Mylan's $600 million of
convertible notes matures in March 2012 and Moody's anticipates
that a combination of cash and revolver may be used for this
obligation.

The rating outlook is stable. Sustaining the following combination
of credit metrics (using Moody's adjustments) could support an
upgrade of Mylan's ratings to Ba1: Debt/EBITDA of 3.0 to 3.5x;
CFO/Debt of 20%-25%; and FCF/Debt of 10%-15%. Conversely, while
not expected, the following metrics could result in a rating
downgrade: Debt/EBITDA sustained above 4.0x, CFO/Debt below 10%;
and FCF/Debt below 5%.

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

Headquartered in Canonsburg, Pennsylvania, Mylan Inc. is a
specialty pharmaceutical company. In 2010 Mylan reported total
revenues of $5.45 billion.


NEIMAN MARCUS: Bank Debt Trades at 7% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Neiman Marcus
Group, Inc., is a borrower traded in the secondary market at 92.85
cents-on-the-dollar during the week ended Friday, Oct. 14, 2011,
an increase of 2.69 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 350 basis points above
LIBOR to borrow under the facility.  The bank loan matures on May
16, 2018, and carries Moody's B2 rating and Standard & Poor's BB-
rating.  The loan is one of the biggest gainers and losers among
78 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                       About Neiman Marcus

Neiman Marcus Group, Inc., headquartered in Dallas, Texas,
operates 41 Neiman Marcus stores, 2 Bergdorf Goodman Stores, 6
CUSP stores, 30 Last Call clearance centers, and a direct on-line
and catalog business.  Total revenues are just under $4 billion.

As reported by the Troubled Company Reporter on May 18, 2011,
Moody's upgraded Neiman Marcus Group, Inc.'s Corporate Family
Rating and Probability of Default Rating to B2 from B3.  In
addition, Moody's affirmed NMG's Speculative Grade Liquidity
rating at SGL-1 and $2,060 million senior secured term loan at B2.
The rating outlook is stable.  This rating action concludes the
review for possible upgrade initiated on April 25, 2011.

"Neiman Marcus has notably strengthened its capital structure by
repaying about $200 million in debt and successfully closing on a
refinancing that extended its nearest debt maturity from 2013 to
2015," said Maggie Taylor, a senior credit officer with Moody's.
"The stronger capital structure combined with solid operating
results and lower pro forma annual interest expense will lead to
improved credit metrics," added Ms. Taylor."  Pro forma for the
debt reduction for the upcoming year ending July 31, 2011, Moody's
expects NMG debt to EBITDA to fall to about 6.0 times from 6.6
times currently, and EBITA to interest expense to improve to about
2.0 times from 1.4 times.

On April 29, 2011, the TCR reported that Fitch Ratings has
affirmed its ratings on Neiman Marcus, including the Issuer
Default Rating (IDR) on Neiman Marcus, Inc., and its subsidiary,
The Neiman Marcus Group, Inc. (NMG), at 'B'.  The Rating Outlook
has been revised to Positive from Stable, based on the expectation
that the announced refinancings are completed.

Neiman Marcus is currently in the process of upsizing its secured
term loan facility to $2.060 billion from $1.506 billion, with a
term of seven years. In addition, it is also upsizing its secured
credit facility to $700 million from $600 million, with a five
year maturity.  Neiman Marcus expects to redeem the company's
$752.4 million of 9%/9/75% senior notes due 2015 with the $550
million in incremental proceeds from the term loan refinancing as
well as $260 million of cash on hand.


NEWLEAD HOLDINGS: Posts $29.9-Mil. Net Loss in Q2 Ended June 30
---------------------------------------------------------------
NewLead Holdings Ltd. reported a net loss of $29.9 million on
$28.0 million of operating revenues for the three months ended
June 30, 2011, compared with a net loss of $20.0 million on
$25.8 million of operating revenues for the same period of 2010.

The Company recognized an impairment loss of $13.4 million in the
three month period ended June 30, 2011, relating mainly to the
sale of the Newlead Spartounta and the Newlead Prosperity.

The Company recorded an impairment loss of $3.2 million in the
three month period ended June 30, 2010, relating to the then
pending sale of its non-core vessel, the High Land.

For the six months ended June 30, 2010, the Company had a net loss
of $41.7 million on $58.1 million of operating revenues, compared
with a net loss of $42.3 million on $43.9 million of operating
revenues for the corresponding period last year.

The Company's balance sheet at June 30, 2011, showed
$712.5 million in total assets, $677.9 million in total
liabilities, and stockholders' equity of $34.6 million.

The Company is currently not in compliance with its minimum
liquidity requirements under certain loan agreements.

"We previously received notification from West LB that there is
formal credit approval for the temporary waiver of the minimum
liquidity covenant through March 31, 2012," the Company said in
the filing.  "This temporary waiver is subject to the execution of
formal documentation, and the finalization of the current
restructuring discussions.  In addition, the adverse change in our
liquidity position, absent receipt of waivers, will have a
negative effect on our ability to remain in compliance with such
covenants under our other loan agreements, and we were in breach
of the minimum liquidity requirements under various other debt
agreements at June 30, 2011."

"We are currently in discussions with our lenders regarding short-
term standstill agreements.  We are also seeking waivers from our
lenders to various restrictive covenants to our debt arrangements
and agreements that the lenders will forbear from seeking remedies
under their respective debt arrangements.  We have appointed
Moelis & Company and Fried, Frank, Harris, Shriver & Jacobson LLP
as our advisors to assist with this process and with restructuring
our overall indebtedness.  While we are hopeful that we will reach
an agreement with our lenders on short-term waivers of defaults
and on the terms of a restructuring of our indebtedness, there can
be no assurance that we will be able to reach an agreement with
our lenders under acceptable terms or at all.  If we are not able
to obtain the necessary waivers, short-term standstill agreements
and/or restructure our debt, this could lead to the acceleration
of the outstanding debt under our debt agreements, which would
result in the cross acceleration of our other outstanding
indebtedness.  Our failure to satisfy our covenants under our debt
agreements, and any consequent acceleration and cross acceleration
of our outstanding indebtedness, would have a material adverse
effect on our business operations, financial condition and
liquidity."

"All of the above raises substantial doubt regarding our ability
to continue as a going concern."

As reported in the TCR on July 6, 2011, PricewaterhouseCoopers
S.A., in Athens, Greece, expressed substantial doubt about NewLead
Holdings' ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has incurred a net loss and has negative cash flows from
operations.

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

                       http://is.gd/ohNc2h

NewLead Holdings Ltd. -- http://www.newleadholdings.com/-- is an
international, vertically integrated shipping company that owns
and manages product tankers and dry bulk vessels.  NewLead
currently controls 20 vessels, including six double-hull product
tankers and 14 dry bulk vessels of which four are newbuildings.
NewLead's common shares are traded under the symbol "NEWL" on the
NASDAQ Global Select Market.


NILU HOSPITALITY: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: NILU Hospitality, Inc.
          dba Baymont Inn
              Comfort Inn
        5240 Trompeter Road
        Peru, IL 61354

Bankruptcy Case No.: 11-41436

Chapter 11 Petition Date: October 12, 2011

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Eugene R. Wedoff

Debtor's Counsel: Jennifer A. Kimball, Esq.
                  RAB & KHAN LLP
                  560 W. Washington Boulevard, Suite 400
                  Chicago, IL 60661
                  Tel: (312) - 339-3198
                  E-mail: jennifer@rabkhan.com

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

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

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

The petition was signed by Piyush Patel, president.


NORTHCORE TECHNOLOGIES: Provides Corporate Update
-------------------------------------------------
Northcore Technologies Inc. provides a corporate update on a
number of activities.

Earlier this year, Northcore communicated the Company's shift to
an enhanced strategic direction underpinned by four major
initiatives.

These elements consist of:

   * Ensuring proper corporate funding constructs;

   * Execution against the Enterprise Asset Lifecycle domain;

   * Creation of a Social Commerce product; and

   * The definition and delivery of a cohesive Intellectual
     Property strategy.

At this juncture, the Company has seen progress on all fronts.

Recently, Northcore has received additional proceeds from the
exercise of warrants.  With a healthier balance sheet, Northcore
is better positioned to execute against its new vision.

A new sales leader has been engaged and an aggressive new
marketing approach is underway.  Concurrently, the enterprise
product continues to provide compelling returns on investment for
our clients.  This is evidenced by the recently announced renewal
of a high profile customer.

Northcore's first social commerce product has been released and
the initial customer successfully deployed.  Additionally, a
holistic strategy to exploit the corporate Intellectual Property
holdings has been defined and high potential domains have been
isolated and targeted.  Efforts in this area have been buttressed
by the reemergence of the patented Dutch Auction process in the
newly released Social Commerce product.

"We believe that it is important that our shareholders are
informed of our progress against our strategic priorities," said
Amit Monga, CEO of Northcore Technologies.  "Thorough planning and
incremental achievement against our goals are the keys to
increasing shareholder value."

Companies interested in effective software solutions should
contact Northcore at 416-640-0400 or 1-888-287-7467, extension 395
or via email at Sales@northcore.com.

                            About Northcore

Toronto, Ontario-based Northcore Technologies Inc. (TSX: NTI; OTC
BB: NTLNF) -- http://www.northcore.com/-- provides a Working
Capital Engine(TM) that helps organizations source, manage,
appraise and sell their capital equipment.  Northcore offers its
software solutions and support services to a growing number of
customers in a variety of sectors including financial services,
manufacturing, oil and gas and government.

Northcore owns 50% of GE Asset Manager, LLC, a joint business
venture with GE.  Together, the companies work with leading
organizations around the world to help them liberate more capital
value from their assets.

Northcore reported a net loss for the first quarter of C$574,000.
This compares with a net loss of C$677,000 in the fourth quarter
of 2010.  In the first quarter of 2010, Northcore reported a net
loss of $713,000.

Northcore reported consolidated revenues of C$183,000 for the
first quarter, an increase of 4% over the C$176,000 reported in
the fourth quarter of 2010.  In the same period of 2010, Northcore
reported consolidated revenues of C$150,000.

Certain adverse conditions and events cast substantial doubt upon
the ability of the Company to continue as a going concern, the
Company said in the filing.  "The Company has not yet realized
profitable operations and has relied on non-operational sources of
financing to fund operations."

The Company's balance sheet at June 30, 2011, showed C$1.39
million in total assets, C$1.33 million in total liabilities and
C$61,000 in total shareholders' equity.


NORTHWEST AIRLINES: Discrimination Suit Required No Admin. Claim
----------------------------------------------------------------
Carlos Sanchez brought a claim under the Americans with
Disabilities Act, 42 U.S.C. Sections 12101-12213, alleging his
employer, Northwest Airlines, Inc., engaged in prohibited
disability discrimination by rescinding Mr. Sanchez's offer of
promotion on the basis of his perceived physical limitations.
Northwest moved for summary judgment contending, in part, that Mr.
Sanchez's claim was discharged in the company's Chapter 11
bankruptcy, which had concluded two months after rescission of Mr.
Sanchez's offer.  Siding with Northwest, the district court held
Mr. Sanchez's ADA claim was discharged by virtue of his failure to
submit a request for payment by July 30, 2007, the bar date for
the majority of administrative expense claims.  Because Mr.
Sanchez was not required to file a request for payment of an
administrative expense at all, the U.S. Court of Appeals for the
Eighth Circuit reversed the judgment in favor of Northwest and
remanded for further proceedings.  The Eighth Circuit held that
Mr. Sanchez's claim under the ADA was not discharged in
Northwest's bankruptcy.

Mr. Sanchez has been employed with Northwest for the past 20
years.  Since 1994, he worked as an equipment service employee
alternating between the Minneapolis-St. Paul and the Honolulu
International Airport.

Carlos Sanchez, Appellant, v. Northwest Airlines, Inc., aka NWA, a
domestic corporation; Delta Air Lines, Inc., a foreign corporation
doing business in Minnesota, Appellees, No. 10-2393 (8th Cir.).
Circuit Judges Roger Leland Wollman and Kermit Edward Bye, and the
Hon. Audrey G. Fleissig, U.S. District Judge for the Eastern
District of Missouri, sitting by designation, sat on the panel.
Circuit Judge Bye wrote the opinion.

A copy of the Eighth Circuit's Oct. 14, 2011 decision is available
at http://is.gd/WyFBF2from Leagle.com.

           About Delta Air Lines and Northwest Airlines

Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) --
http://www.delta.com/or http://www.nwa.com/-- provides scheduled
air transportation for passengers and cargo throughout the United
States, and around the world.  The Company's route network is
centered on the hub system it operate at airports in Atlanta,
Cincinnati, Detroit, Memphis, Minneapolis/St. Paul, New York-JFK,
Salt Lake City, Paris-Charles de Gaulle, Amsterdam and Tokyo-
Narita. The hub operations include flights, which gather and
distribute traffic from markets in the geographic region
surrounding the hub to domestic and international cities and to
other hubs. The network is supported by a fleet of aircraft, which
is varied in terms of size and capabilities.  On Dec. 31,
2009, the Company's wholly owned subsidiary Northwest Airlines,
Inc., merged with and into Delta.  The wholly owned subsidiary of
the Company is Northwest Airlines Corporation.

Northwest and 12 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan.  That amended plan took effect May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

                        *     *     *

Delta Air Lines and Northwest Airlines carry a 'B/Stable/--'
corporate ratings from Standard & Poor's.  They also continue to
carry 'B2' corporate family ratings from Moody's and "B-" LT
Issuer Default rating from Fitch.

S&P said at the end of February 2011 that its ratings on Atlanta,
Ga.-based Delta Air Lines Inc. reflect its highly leveraged
financial profile, with significant intermediate-term debt
maturities, and the risks associated with participation in the
price-competitive, cyclical, and capital-intensive airline
industry.  The ratings also incorporate the reduced debt load and
operating costs Delta achieved while in Chapter 11 in 2005-2007,
and its enhanced competitive position and synergistic
opportunities associated with its 2008 merger with Northwest
Airlines Corp. (parent of Northwest Airlines Inc.), with the two
airlines fully integrated in December 2009.  S&P characterize
Delta's business risk profile as weak and its financial risk
profile as highly leveraged.


NOWAUTO GROUP: Suspending Filing of Reports with SEC
----------------------------------------------------
NowAuto Group, Inc., filed a Form 15 notifying of its
suspension of its duty under Section 15(d) to file reports
required by Section 13(a) of the Securities Exchange Act of 1934
with respect to its common stock.  Pursuant to Rule 12h-3, the
Company is suspending reporting because there are currently less
than 300 holders of record of the common shares.

                     About NowAuto Group, Inc.

Phoenix, Ariz.-based NowAuto Group, Inc. (NAUG:PK and NWAU.PK)
operates two buy-here-pay-here used vehicle dealerships in
Arizona.  The Company manages all of its installment finance
contracts and purchases installment finance contracts from a
select number of other independent used vehicle dealerships.

The Company's balance sheet at March 31, 2011, showed $5.02
million in total assets, $14.99 million in total liabilities and a
$9.97 million total stockholders' deficit.

As reported in the Troubled Company Reporter on Oct. 12, 2010,
Semple, Marchal & Cooper, LLP, in Phoenix, Ariz., expressed
substantial doubt about NowAuto Group'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 suffered recurring losses from operations and has a
net capital deficiency.


ONE OCEAN: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: One Ocean Plaza 2001, Ltd
        One South Ocean Boulevard, Suite 204
        Boca Raton, FL 33432

Bankruptcy Case No.: 11-38621

Chapter 11 Petition Date: October 14, 2011

Court: U.S. Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

Debtor's Counsel: Bart A. Houston, Esq.
                  THE KOPELOWITZ OSTROW FIRM, PA
                  200 SW 1 Avenue, #1200
                  Ft Lauderdale, FL 33301
                  Tel: (954) 525-4100
                  E-mail: houston@kolawyers.com

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

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

The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/flsb11-38621.pdf

The petition was signed by Michael Liss, president (general
partner).


ONE SOUTH: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: One South Ocean Drive 2000, Ltd.
        910 E. Palmetto Park Road
        Boca Raton, FL 33432

Bankruptcy Case No.: 11-38614

Chapter 11 Petition Date: October 14, 2011

Court: U.S. Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman, Jr.

Debtor's Counsel: Bart A. Houston, Esq.
                  THE KOPELOWITZ OSTROW FIRM, PA
                  200 SW 1 Avenue, #1200
                  Ft Lauderdale, FL 33301
                  Tel: (954) 525-4100
                  E-mail: houston@kolawyers.com

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

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

The Company's list of its four largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/flsb11-38614.pdf

The petition was signed by Michael Liss, president of GP.


PLATINO, LLC: Case Summary & 11 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Platino, LLC
        12358 Peconic Street
        Wellington, FL 33414

Bankruptcy Case No.: 11-38543

Chapter 11 Petition Date: October 14, 2011

Court: U.S. Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman, Jr.

Debtor's Counsel: Aaron A. Wernick, Esq.
                  SHAPIRO, BLASI, WASSERMAN & GORA, P.A.
                  7777 Glades Road, #400
                  Boca Raton, FL 33434
                  Tel: (561) 477-7800
                  Fax: (561) 477-7722
                  E-mail: awernick@sbwlawfirm.com

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

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

The Company's list of its 11 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/flsb11-38543.pdf

The petition was signed by Mariano Ojeda, president.


OPEN LINK: Moody's Assigns 'B2' First-Time Corp. Family Rating
--------------------------------------------------------------
Moody's Investors Service assigned a first time corporate family
rating of B2 to Open Link Financial, Inc. and a Ba3 rating to its
proposed first lien debt facilities. Proceeds from the rated debt
facilities, along with subordinated debt and new equity, will be
used to finance the acquisition of the company by funds affiliated
with the private equity group, Hellman & Friedman. Proceeds from
the financing will also be used to finance the acquisition of
SolArc, Inc. by Open Link. The ratings outlook is stable.

RATINGS RATIONALE

The B2 corporate family rating reflects the very high leverage as
a result of the buyout and SolArc acquisition, offset by the
strength of Open Link's high growth prospects as a result of its
lead position in the fast growing energy and commodity trading
risk management software industry. The rating also acknowledges
the company's relatively short history albeit with strong organic
growth and higher reliance on service revenues relative to other
software providers. Although we expect leverage to quickly decline
to under 6x by year end 2012, debt to EBITDA pro forma for the
acquisition of Open Link and SolArc based on twelve months ended
June 2011 is approximately 7x. Both, this opening level of debt to
EBITDA and free cash flow to debt of approximately 2% are
considered very weak for a B2 rated software company. If it were
not for our expectations of continued high single digit or greater
revenue growth EBITDA, the ratings would be lower. Moody's expects
demand for the company's products will continue to grow as the
number of firms that need to manage, monitor and trade commodity
positions increases and existing users upgrade or replace legacy
(often homegrown) systems. The ratings also consider the
acquisitive nature of the company and the consolidation trends
within the industry.

Open Link is a pioneer in the energy trading and risk management
(ETRM) software industry and well positioned as the software
expands to cover a greater number of commodities. The SolArc
acquisition adds expertise in logistics associated with physical
commodities that trade in bulk.

Liquidity is considered good and supported by a $50 million
revolver (undrawn initially) and modest levels of expected free
cash flow ($25-30 million in 2012). Approximately $25 million of
the revolver is expected to be drawn to fund the SolArc
acquisition in late 2011 along with mezzanine debt and equity.

The stable outlook reflects our expectation that the company will
continue to grow, maintain its industry position and reduce
leverage through EBITDA growth. The outlook also accommodates
continued modest acquisition activity. The ratings could face
downward pressure if the company were to make a large debt
financed acquisition which resulted in leverage remaining above
6.25x for an extended period or if growth were to materially slow.
Given the company's aggressive financial policies, an upgrade is
unlikely in the near term.

The following ratings were assigned:

Corporate family rating: B2

Probability of default: B2

$50 million Sr. Secured Revolver due 2016, Ba3 (LGD2 -- 27%)

$325 million Sr. Secured First Lien Term Loan due 2017, Ba3 (LGD2
-- 27%)

Ratings outlook: stable

Ratings on the proposed debt instruments were determined in
conjunction with Moody's Loss Given Default Methodology. The
senior secured debt facilities are rated two notches above the
corporate family rating reflecting their position in the capital
structure.

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

Open Link Financial Inc., a provider of energy and commodity
trading and risk management software, is headquartered in
Uniondale, New York.


ORAGENICS INC: Founder Jeffrey Hillman to Retire
------------------------------------------------
Oragenics, Inc., announced that its founder and Chief Scientific
Officer, Dr. Jeffrey Hillman, will retire from full time service
to the Company and as a director, effective Oct. 31, 2011.
Following Dr. Hillman's separation from the Company as an employee
and director, he has agreed to continue to be available to assist
the Company as a consultant.

Dr. Hillman stated "For the past fifteen years, Oragenics has been
a significant part of my life and it will remain so.  While the
work of developing the Company's technologies has been very
important to me, I believe this is the right time for me to take a
less active role and I look forward to assisting Oragenics in my
new role as a consultant."  Dr. Hillman continued "I believe
Oragenics has tremendous potential with its currently marketed
ProBiora3 oral probiotic products, its SMaRT Replacement Therapy
technology and a pipeline of novel antibiotic candidates.  I have
full confidence in the Company's leadership and believe that
Oragenics' brightest days are ahead."

Dr. Hillman co-founded the Company in 1996 and is the inventor of
Oragenics' technologies.  Dr. Hillman has served as the Company's
Chief Scientific Officer and as a Director since November 1996.

Dr. Frederick Telling, the Company's Chairman said, "Dr. Hillman
has brought to the Company an extensive background spanning over
30 years in biotechnology research and development and a deep
knowledge and understanding of Oragenics' technology, and
business.  All of us at Oragenics are grateful for his knowledge
and dedicated commitment throughout our journey to get us where we
are today.  We wish him the best in his retirement."

"Dr. Hillman's vision and work ethic have had a significant impact
on Oragenics," said Dr. John Bonfiglio, president and chief
executive officer of Oragenics.  "We are all proud to be a part of
the legacy he has built, both within the Company and in the
communities we serve, and we offer him our most sincere gratitude
for his years of service."

Pursuant to the terms of the Separation Agreement, Dr. Hillman
will receive an award of 120,000 restricted shares of Company
common stock subject to performance as well as time based vesting.
The performance based vesting relates to the completion of certain
work-in-progress concerning Company intellectual property and the
time vesting is equal over a three year period with the restricted
shares being subject to earlier vesting upon a change of control.
The Separation Agreement also provides for the amendment of Dr.
Hillman's outstanding stock option agreements to (a) vest any
unvested options and (b) extend the exercise period of those
options for one year post separation of employment until Oct. 31,
2012.

                        About Oragenics Inc.

Tampa, Fla.-based Oragenics, Inc. -- http://www.oragenics.com/--
is a biopharmaceutical company focused primarily on oral health
products and novel antibiotics.  Within oral health, Oragenics is
developing its pharmaceutical product candidate, SMaRT Replacement
Therapy, and also commercializing its oral probiotic product,
ProBiora3.  Within antibiotics, Oragenics is developing a
pharmaceutical candidate, MU1140-S and intends to use its
patented, novel organic chemistry platform to create additional
antibiotics for therapeutic use.

The Company's balance sheet at June 30, 2011, showed $1.3 million
in total assets, $6.3 million in total liabilities, and a
stockholders' deficit of $5.0 million.

As reported in the TCR on April 5, 2011, Kirkland, Russ, Murphy &
Tapp, P.A., in Clearwater, Fla., expressed substantial doubt about
Oragenics' ability to continue as a going concern, following the
Company 2010 results.  The independent auditors noted that the
Company has incurred recurring operating losses, negative
operating cash flows and has an accumulated deficit.


ORANGE GROVE: Court Sets Nov. 15 Plan Confirmation Hearing
----------------------------------------------------------
Orange Grove Service, Inc., filed on Oct. 4, 2011, a second
amended disclosure statement and plan of reorganization with the
Bankruptcy Court.  The Bankruptcy Court has approved the form of
this document as an adequate disclosure statement.

On July 6, 2011, Judge Ellen Carroll approved the First Amended
Disclosure Statement and First Amended Plan.  On Sept. 27, 2011,
Judge Carroll ordered the Debtor to file and serve by Oct. 4,
2011, a Second Amended Disclosure Statement and Second Amended
Plan incorporating modifications stipulated between Debtor and the
Class 2 and Class 3 creditors.

The Debtor has reserved Nov. 15, 2011, at 3:00 p.m. for a hearing
to determine whether the Court will confirm the Plan.

By Nov. 1, 2011, ballots and any objections to confirmation must
be received by the Debtor.

The combined second amended disclosure statement and plan
contemplates the payment in full of all claims over the life of
the Plan.

The Debtor submits that the Plan is feasible.  The Debtor
currently collects approximately $85,204 in monthly gross income
from both the Lemon Creek Center and the Fremont Center and
anticipates an additional $18,972 in additional income from new
leases to come into effect within the next six months for an
average of $104,176 in monthly gross income.  After operating
expenses of approximately $12,077 per month, there is a remaining
$92,099 available for Plan disbursements.  The Plan proposes to
disburse an average of $81,233.44 in Plan Payments each month for
the first 12 months.  After the first 12 months of the Plan, the
Debtor's monthly Plan Payments will decrease to $76,475.66 when
Debtor retires ACB arrearages, vehicle claims, and administrative
claims of Chapter 11 counsel and accountant.

Further, the gross income of $104,176 does not take into account
(1) the additional  $101,250.00 from the AIMS Litigation, (2) the
Debtor's cash balance of $197,374.56 after Effective Date
payments, (3) and the potential $7,380.00 in rental income from
the 3,690 square foot vacant unit at the Fremont Center.

The Plan designates 10 Classes of Claims and Interests:

1. Secured claim of Los Angeles County Treasurer & Tax Collector
2. Secured claim of Signal Walnut Partnership, LP ("SWP")
3. Secured claim of American Continental Bank ("ACB")
4. Secured claim of Nelson Huang and Phoebe Chen Huang
5. Secured claim of DCFS USA, LLC
6. Secured claim of GMAC, Inc.
7. Secured claim of Ally Financial, Inc., fka. GMAC, Inc.
8. Non-Priority Unsecured Claims-Non Insiders
9. Non-Priority Unsecured Claims-Insiders
10. Equity Interests

All Class 10 Equity Interests will retain their interest under the
Plan.

Class 2 SWP (total amount of secured claim: $7,555,610) and
Class 3 ACB (total amount of secured claim: $3,398,561) will be
paid over a period of 60 months.

All General Non-Priority Unsecured Claims in Class 8 (total amount
of claims: $351,677) will receive monthly payments of $5,861.28
for a period of 60 months.

In this case, the Debtor believes that Classes 1-4, 6-7, and 9 are
impaired and are therefore entitled to vote.

A copy of the second amended disclosure statement and plan is
available for free at:

   http://bankrupt.com/misc/orangegove.2ndamendedDSandPlan.pdf

                    About Orange Grove Service

La Verne, California-based Orange Grove Service, Inc., owns and
operates 2 "strip" shopping centers, the Lemon Creek in Walnut,
Calif., and the Fremont, in Alhambra, Calif.  The Company filed
for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No.
10-21336) on March 25, 2010.  Jerome S. Cohen, Esq., assists the
Debtor in its restructuring effort.  The Debtor tapped Hahn Fife &
Company LLP, as its accountant to provide accounting services,
Michael R. Brown, Esq. as special litigation counsel (SWP
Litigation) and Paul T. Gough, Esq., as State Court Counsel (Aims
Academy Litigation).  The Debtor disclosed $12,003,736 in assets
and $11,611,337 in liabilities as of the Chapter 11 filing.


ORDWAY RESEARCH: $3-Mil. Donation Included in Ch.7 Trustee's Suit
-----------------------------------------------------------------
Larry Rulison at the Times Union reports that $3 million donated
to Ordway Research Institute in 2008 by the inventor of the Nike
Air shoe have become entangled in accusations of negligence and
fraud in the biotech lab's bankruptcy case.

According to the report, Ordway filed to reorganize under Chapter
11 bankruptcy rules in April but, in August, the case was
converted to a Chapter 7 liquidation case after it became clear
Ordway's finances were so bad it couldn't keep its doors open.

Mr. Rulison notes the Chapter 7 trustee has now filed a lawsuit
against directors of Ordway's board, alleging they mismanaged
Ordway's finances, including $3 million given to the institute by
Frank Rudy, an inventor who is widely credited with bringing Nike
the air-cushioning technology used in its Nike Air shoes in the
1980s.

Mr. Rudy, who along with his wife, Margaret, has reportedly given
away millions of dollars for cancer research across the country,
died in December 2009, the report notes.

The report says that much of the lawsuit mirrors allegations
previously made by Ordway's secured creditors, who had pointed
much of the blame for Ordway's demise at Richard Liebich, Ordway's
former chairman and a member of the local family that started
Albany Frosted Foods.  That company grew into food distribution
giant Sysco.

The report says a Liebich family charity called the Charitable
Leadership Foundation provided nearly $45 million in funding to
Ordway over the years, but the lawsuit says that as the
foundation's own finances began to falter, it began a series of
questionable financial transactions with Ordway.  That included
using money given by the M. Rudys, which is described in court
papers as an endowment.

Mr. Rulison says the lawsuit alleges that the Ordway board used
the money from the Rudy endowment to pay the Charitable Leadership
Foundation $1.7 million for "highly speculative" investments,
including a Goldman Sachs venture capital fund and stock in two
drug companies, Mpex Pharmaceuticals and Adamas Pharmaceuticals,
neither of which was registered with the U.S. Securities and
Exchange Commission.

                       About Ordway Research

Albany, New York-based Ordway Research Institute, Inc., was formed
in 2002 to facilitate inter-institutional and interdisciplinary
collaborations in basic and translational biomedical research in
New York's Capital District.  Ordway's research is focused on drug
development in cancer, emerging infections and signal
transduction/endocrinology.

Ordway filed for Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 11-11322) on April 28, 2011.  Bankruptcy Judge Robert E.
Littlefield, Jr., presides over the case.  Gregory J. Mascitti,
Esq., at LeClairRyan, A Professional Corporation, represents the
Debtor in its restructuring effort.  As of April 26, 2011, Ordway
had roughly $12,158,202 in assets and $17,108,847 in liabilities.
In its schedules, the Debtor disclosed $6,615,279 in assets and
$18,703,061 in liabilities.


PADILLA CONSTRUCTION: Case Summary & Creditors List
---------------------------------------------------
Debtor: Padilla Construction Company
          dba Garris Plastering
        1130 W. Trenton Avenue
        Orange, CA 92867

Bankruptcy Case No.: 11-24333

Chapter 11 Petition Date: October 14, 2011

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

Judge: Theodor Albert

Debtor's Counsel: Anthony A. Friedman, Esq.
                  LEVENE NEALE BENDER RANKIN & BRILL LLP
                  10250 Constellation Boulevard, Suite 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  Fax: (310) 229-1244
                  E-mail: aaf@lnbrb.com

                         - and ?

                  Ron Bender, Esq.
                  LEVENE NEALE BENDER RANKIN & BRILL LLP
                  10250 Constellation Boulevard, Suite 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  E-mail: rb@lnbyb.com

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

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

The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/cacb11-24333.pdf

The petition was signed by Ralph Padilla, president.

Affiliates that filed separate Chapter 11 petition:

        Entity                          Case No.     Petition Date
        ------                          --------     -------------
Padilla Construction Company of Nevada  11-24337      10/14/2011


PEGASUS RURAL: Hearing on Further DIP Loan Access Set for Dec. 8
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on Dec. 8, 2011 at 2:00 p.m., prevailing Eastern
Time, to consider approval of Pegasus Rural Broadband, LLC, et
al.'s further interim, or, final postpetition debtor-in-possession
financing.

As reported in the Troubled Company Reporter on Sept. 21, 2011,
the Court, in a second interim order dated Sept. 9, 2011, granted
the Debtors, authorization to obtain secured postpetition
financing of up to $2,500,000, from Xanadoo Company.

The Debtors are also authorized, on an interim basis for the
additional 13-week period reflected in the Second Approved Budget,
to use cash collateral.

The term of the Second Interim Order, the DIP Note, and the use of
cash collateral will expire, and the DIP Note made pursuant to the
Second Interim Order and the DIP Note will mature, and together
with all interest and any other obligations accruing under the DIP
Note, will become due and payable on Dec. 11, 2012, if the Final
Order has not been entered by the Bankruptcy Court prior to that
date, or (b) upon the occurrence of a Termination Event.

As reported in the TCR on Aug. 29, 2011, the Debtors will use the
proceeds of the DIP facility to pay their current and ongoing
operating expenses, including post-petition wages and salaries, as
well as utility and critical vendor costs.

The significant terms and conditions of the DIP Facility Agreement
are:

  Borrower      : Pegasus Rural Broadband, LLC; Pegasus Guard
                  Band, LLC; Xanadoo Spectrum, LLC; Xanadoo
                  Holdings, Inc.; Xanadoo, LLC.

  Lender        : Xanadoo Company.

  Financing Fee : 4% of the Maximum Amount payable on the Maturity
                  Date.

  Interest Rate : 12.5%.

  Maturity Date : Dec. 11, 2012.

  Collateral    : First priority liens upon and security interests
                  in substantially all of the Debtors' assets, and
                  an allowed superpriority administrative expense
                  claim.

                  About Pegasus Rural Broadband

Pegasus Rural Broadband, LLC, and its affiliates, including
Xanadoo Holdings Inc., sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 11-11772) on June 10, 2011.

The Debtors are subsidiaries of Xanadoo Company, a 4G wireless
Internet provider.  Xanadoo Co. was not among the Chapter 11
filers.

The subsidiaries sought Chapter 11 protection after they were
unable to restructure $52 million in 12.5% senior secured
promissory notes that matured in May.  The notes are owing to
Beach Point Capital Management LP.

Xanadoo Holdings, through Xanadoo LLC -- XLC -- offers wireless
high-speed broadband service, including digital phone services,
under the Xanadoo brand utilizing licensed frequencies in the 2.5
GHz frequency band.  As of May 31, 2011, XLC served 12,000
subscribers in Texas, Oklahoma and Illinois.  In the summer of
2010, the Debtors closed all of their retail stores and kiosks in
its six operating markets and severed all fulltime sales
personnel.  Since the closings, the Debtors relied one key
retailer in each market to serve as local point of presence to
market customer transactions.

Judge Peter J. Walsh presides over the case.  Rafael Xavier
Zahralddin-Aravena, Esq., Shelley A. Kinsella, Esq., and Jonathan
M. Stemerman, Esq., at Elliott Greenleaf, in Wilmington, Delaware,
serve as counsel to the Debtor.  NHB Advisors Inc. is their
financial advisors.  Epiq Systems, Inc., is the claims and notice
agent.

Xanadoo Holdings, Pegasus Guard Band and Xanadoo Spectrum each
estimated assets of $100 million to $500 million and debts of
$50 million to $100 million.

The Chapter 11 filing followed the maturity in May of almost $60
million in secured notes owing to Beach Point Capital Management
LP.

After filing for bankruptcy, the Debtors faced an effort by the
agent for secured noteholders to appoint a trustee or dismiss the
case.   The agent contended that on the eve of bankruptcy, Xanadoo
created a new intermediate holding company to hinder and delay
creditors by taking over ownership of the operating companies.

The Debtors called the trustee motion a distraction that hindered
them from moving the case more quickly.


PEGASUS RURAL: Wants More Time to Market Assets and Draft Plan
--------------------------------------------------------------
Pegasus Rural Broadband, LLC, et al., ask the U.S. Bankruptcy
Court for the District of Delaware to extend their exclusive
periods to file and solicit acceptances for the proposed plan of
reorganization until Feb. 7, 2012, and April 9, 2012,
respectively.

The Debtors filed their request for an extension before the
exclusive periods was set to expire on Oct. 11, 2011.

The Debtors relate that they need sufficient time to market their
assets and formulate an exit from Chapter 11 that will maximize
value to the Debtors' estates.  The Debtors add that they need to
resolve matters on their exit from Chapter 11, and incorporate it
into a Chapter 11 plan.

The Debtors set an Oct. 25 hearing, at 2:00 p.m. on their
requested exclusivity extension.  Objections, if any, are due
Oct. 18, at 4:00 p.m.

                  About Pegasus Rural Broadband

Pegasus Rural Broadband, LLC, and its affiliates, including
Xanadoo Holdings Inc., sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 11-11772) on June 10, 2011.  The Debtors are
subsidiaries of Xanadoo Company, a 4G wireless Internet provider.
Xanadoo Co. was not among the Chapter 11 filers.

The subsidiaries sought Chapter 11 protection after they were
unable to restructure $52 million in 12.5% senior secured
promissory notes that matured in May.  The notes are owing to
Beach Point Capital Management LP.

Xanadoo Holdings, through Xanadoo LLC -- XLC -- offers wireless
high-speed broadband service, including digital phone services,
under the Xanadoo brand utilizing licensed frequencies in the 2.5
GHz frequency band.  As of May 31, 2011, XLC served 12,000
subscribers in Texas, Oklahoma and Illinois.  In the summer of
2010, the Debtors closed all of their retail stores and kiosks in
its six operating markets and severed all fulltime sales
personnel.  Since the closings, the Debtors relied one key
retailer in each market to serve as local point of presence to
market customer transactions.

Judge Peter J. Walsh presides over the case.  Rafael Xavier
Zahralddin-Aravena, Esq., Shelley A. Kinsella, Esq., and Jonathan
M. Stemerman, Esq., at Elliott Greenleaf, in Wilmington, Delaware,
serve as counsel to the Debtor.  NHB Advisors Inc. is their
financial advisors.  Epiq Systems, Inc., is the claims and notice
agent.

Xanadoo Holdings, Pegasus Guard Band and Xanadoo Spectrum each
estimated assets of $100 million to $500 million and debts of
$50 million to $100 million.

The Chapter 11 filing followed the maturity in May of almost $60
million in secured notes owing to Beach Point Capital Management
LP.

After filing for bankruptcy, the Debtors faced an effort by the
agent for secured noteholders to appoint a trustee or dismiss the
case.   The agent contended that on the eve of bankruptcy, Xanadoo
created a new intermediate holding company to hinder and delay
creditors by taking over ownership of the operating companies.

The Debtors called the trustee motion a distraction that hindered
them from moving the case more quickly.


PHILADELPHIA ORCHESTRA: Reaches New Agreement With Musicians Union
------------------------------------------------------------------
The Associated Press reports that the Philadelphia Orchestra said
a new collective bargaining agreement has been reached between the
orchestra association and its musicians union.

According to AP, orchestra officials said a tentative agreement
has been ratified by players and approved by the Philadelphia
Orchestra Association board.  Officials said the agreement calls
for cutting salaries and changes in the musicians' pension plan.

The deal is subject to bankruptcy court approval.

AP also relates that the union which represents stagehands that
work for the Kimmel Center set a news conference on Oct. 14, 2011,
to discuss terms of a new labor agreement between the stagehands
and Kimmel Center management.

                  About The Philadelphia Orchestra

The Philadelphia Orchestra -- http://www.philorch.org/-- claims
to be among the world's leading orchestras. Bloomberg News says
the orchestra became the first major U.S. symphony to file for
bankruptcy protection, surprising the music world.

Previous conductors include Fritz Scheel (1900-07), Carl Pohlig
(1907-12), Leopold Stokowski (1912-41), Eugene Ormandy (1936-80),
Riccardo Muti (1980-92), Wolfgang Sawallisch (1993-2003), and
Christoph Eschenbach (2003-08). Charles Dutoit is currently chief
conductor, and Yannick Nezet-Seguin has assumed the title of music
director designate until he takes up the baton as The Philadelphia
Orchestra's next music director in 2012.

The Philadelphia Orchestra Association, The Academy of Music of
Philadelphia, Inc., and Encore Series, Inc., filed separate
Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to
11-13100) on April 16, 2011. Judge Eric L. Frank presides over
the case. The Philadelphia Orchestra Association is being advised
by Dilworth Paxson LLP, its legal counsel, and Alvarez & Marsal,
its financial advisor. Curley, Hessinger & Johnsrud serves as its
special counsel. Philadelphia Orchestra disclosed $15,950,020 in
assets and $704,033 in liabilities as of the Chapter 11 filing.

Encore Series Inc. tapped EisnerAmper LLP as accountants and
financial advisors.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven members to the official committee of unsecured creditors in
the Debtors' case. Reed Smith LLP serves as the Committee's
counsel.


POTENTIAL DYNAMIX: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Potential Dynamix, LLC
          dba Direct Websites
              Secret Toyland
              Direct Supercenter
              Direct Muscle
              DAB Unlimited
              Direct Organic
              DAB Nutrition
        426 N. Austin Drive
        Chandler, AZ 85226

Bankruptcy Case No.: 11-28944

Chapter 11 Petition Date: October 13, 2011

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

Judge: Charles G. Case, II

Debtor's Counsel: James F. Kahn, Esq.
                  JAMES F. KAHN, P.C.
                  301 E. Bethany Home Road, #C-195
                  Phoenix, AZ 85012
                  Tel: (602) 266-1717
                  Fax: (602) 266-2484
                  E-mail: james.kahn@azbar.org

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

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

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

The petition was signed by Daniel Bellino, managing member.


PRECISION OPTICS: Files Form S-8; Registers 690,000 Shares
----------------------------------------------------------
Precision Optics Corporation, Inc., filed with the U.S. Securities
and Exchange Commission a Form S-8 registration statement
registering 690,326 shares of common stock issuable under the
Precision Optics Corporation, Inc., 2006 Equity Incentive Plan,
Precision Optics Corporation, Inc., 2011 Equity Incentive Plan,
and Precision Optics Corporation, Inc., 2011 Deferred Compensation
Plan.  The proposed maximum aggregate offering price is $862,908.
A full-text copy of the Form S-8 is available for free at:

                          http://is.gd/ymjSh4

                        About Precision Optics

Headquartered in Gardner, Massachusetts, Precision Optics
Corporation, Inc., has been a developer and manufacturer of
advanced optical instruments since 1982.  The Company designs and
produces high-quality micro-optics, medical instruments and other
advanced optical systems.  The Company's medical instrumentation
line includes laparoscopes, arthroscopes and endocouplers and a
world-class product line of 3-D endoscopes for use in minimally
invasive surgical procedures.

The Company reported a net loss of $1.05 million on $2.24 million
of revenue for the fiscal year ended June 30, 2011, compared with
a net loss of $660,882 on $3.09 million of revenue during the
prior year.

The Company's balance sheet at June 30, 2011, showed $1.12 million
in total assets, $2.31 million in total liabilities, all current,
and a $1.19 million total stockholders' deficit.

As reported in the TCR on Sept. 27, 2010, Stowe & Degon LLC, in
Westborough, Mass., expressed substantial doubt about Precision
Optics' 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 suffered recurring
net losses and negative cash flows from operations.


QUANTUM FUEL: Completes Second Tranche of Conv. Notes Offering
--------------------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., on Oct. 12,
2011, completed a second and final tranche of a private placement
offering with certain "accredited investors", as that term is
defined in Rule 501(a) of Regulation D under the United States
Securities Act of 1933, as amended, for the purchase and sale of
10% convertible promissory notes.  The terms and conditions of the
Second Tranche are the same in all material respects as the terms
and conditions of the first tranche that closed on Sept. 29, 2011.

On Oct. 12, 2011, the Company and the Investors entered into
Subscription Agreements for the purchase and sale of the
Convertible Notes.  The Company received gross proceeds of
approximately $1.86 million from the Second Tranche, which will be
used for general working capital purposes and repayment of debt.
As additional consideration, the Investors in the Second Tranche
received warrants to purchase up to 564,348 shares of the
Company's common stock.

The holders of the Convertible Notes have the right at any time
and from time to time to convert all or part of the outstanding
principal amount into shares of the Company's common stock at a
conversion price of $1.98 per share.

The exercise price for the Investor Warrants is $2.42 per share.
The foregoing description of the Investor Warrants is qualified by
reference to the complete terms of those Investor Warrants.

The Company and the Investors also entered into a Registration
Rights Agreement pursuant to which the Company agreed to file a
registration statement within 30 calendar days of the Second
Tranche closing to register the resale of the shares of common
stock issuable upon conversion of the Convertible Notes and
exercise of the Investor Warrants.

The Company paid its placement agent a cash fee of $229,492 for
its services as placement agent in connection with the Second
Tranche of the offering.

The aggregate gross proceeds from the First Tranche and Second
Tranche resulted in aggregate gross proceeds to the Company of
$3.8 million.  The aggregate number of shares potentially issuable
upon conversion of the Convertible Notes issued in the First
Tranche and Second Tranche is 1,858,434 and the aggregate number
of shares of common stock potentially issuable upon exercise of
the Investor Warrants issued in the First Tranche and Second
Tranche is 1,115,051.

As a result of the transaction, the anti-dilution provision
contained in warrants issued by the Company on Oct. 27, 2006, was
triggered.  The exercise price for the October 2006 Warrants was
reset from $2.124 to $1.98 and the number of shares subject to the
October 2006 Warrants was increased from 1,332,135 to 1,429,017.

                        About Quantum Fuel

Based in Irvine, California, Quantum Fuel Systems Technologies
Worldwide, Inc., is a fully integrated alternative energy company
and considers itself a leader in the development and production of
advanced clean propulsion systems and renewable energy generation
systems and services.

Quantum Fuel and its senior lender, WB QT, LLC, entered into a
Ninth Amendment to Credit Agreement and a Forbearance Agreement on
Jan. 3, 2011.  The Senior Lender agreed to provide the Company
with a $5.0 million non-revolving line of credit, which may be
drawn upon at any time prior to April 30, 2011.  Advances under
the New Line of Credit do not bear interest -- unless an event of
default occurs, in which case the interest rate would be 10% per
annum -- and mature on April 30, 2011.  The Senior Lender also
agreed to forbear from accelerating the maturity date for any
portion of the Senior Debt Amount and from exercising any of its
rights and remedies with respect to the Senior Debt Amount until
April 30, 2011.

The Company's balance sheet at July 31, 2011, showed
$74.15 million in total assets, $31.62 million in total
liabilities, and $42.53 million total stockholders' equity.

The Company reported a net loss attributable to stockholders of
$11.03 million on $20.27 million of total revenue for the year
ended Apri1 30, 2011, compared with a net loss attributable to
stockholders of $46.29 million on $9.60 million of total revenue
during the prior year.

Ernst & Young LLP, in Orange County, California, noted that
Quantum Fuel's recurring losses and negative cash flows combined
with the Company's existing sources of liquidity and other
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

                      Possible Bankruptcy

The Company anticipates that it will need to raise a significant
amount of debt or equity capital in the near future in order to
repay certain obligations owed to the Company's senior secured
lender when they mature.  As of June 15, 2011, the total amount
owing to the Company's senior secured lender was approximately
$15.5 million, which includes approximately $12.5 million of
principal and interest due under three convertible promissory
notes that are scheduled to mature on Aug. 31, 2011, and a $3.0
million term note that is potentially payable in cash upon demand
beginning on Aug. 1, 2011, if the Company's stock is below $10.00
at the time demand for payment is made.  If the Company is unable
to raise sufficient capital to repay these obligations at maturity
and the Company is otherwise unable to extend the maturity dates
or refinance these obligations, the Company would be in default.
The Company said it cannot provide any assurances that it will be
able to raise the necessary amount of capital to repay these
obligations or that it will be able to extend the maturity dates
or otherwise refinance these obligations.  Upon a default, the
Company's senior secured lender would have the right to exercise
its rights and remedies to collect, which would include
foreclosing on the Company's assets.  Accordingly, a default would
have a material adverse effect on the Company's business and, if
the Company's senior secured lender exercises its rights and
remedies, the Company would likely be forced to seek bankruptcy
protection.


QUINCY MEDICAL: Sells Hospital, Schedules Nov. 8 Plan Confirmation
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Quincy Medical Center Inc., sold its hospital
facility this month to Steward Health Care System LLC, and
arranged a Nov. 8 confirmation hearing for approval of the
liquidating plan when the bankruptcy court approved the
explanatory disclosure statement.  The sale generated $52.4
million, not enough for full payment to secured bondholders owed
$56.5 million, according to the disclosure statement. The bonds
were issued through a state health-care finance agency.
Nonetheless, $562,500 -- not subject to bondholders' deficiency
claims -- was set aside for unsecured creditors with claims
estimated to total between $6 million and $7 million.  The
disclosure statement estimated unsecured creditors would recover
about 8.4%.

                   About Quincy Medical Center

Quincy Medical Center is a 196-bed, nonprofit hospital in Quincy,
Massachusetts.  Quincy Medical Center, Inc. together with two
affiliates, sought Chapter 11 protection (Bankr. D. Mass. Lead
Case No. 11-16394) on July 1, 2011.  John T. Morrier, Esq., at
Casner & Edwards, LLP, in Boston, serves as counsel to the
Debtors.  Navigant Capital Advisor LLC and Navigant Consulting
Inc. serve as financial advisors.  Epiq Bankruptcy Solutions LLC
is the claims, noticing, and balloting agent.

Quincy disclosed assets of $73 million and liabilities of
$79.4 million.  Debt includes $56.4 million owing on secured bonds
issued through a state health-care finance agency.  There is
another $2.5 million secured obligation owing to Boston Medical
Center Corp.  Accrued liabilities are $18.2 million.

On July 12, 2011, the U.S. Trustee for the District of
Massachusetts appointed the Official Committee of Unsecured
Creditors.  Counsel to the Creditors' Committee is Jeffrey D.
Sternklar, Esq., at Duane Morris LLP, in Boston, Massachusetts.
Deloitte Financial Advisory Services LLC is the financial advisor
to the Creditors' Committee.


RANCHO HOUSING: Has Until Jan. 23 to Propose Chapter 11 Plan
------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
extended Rancho Housing Alliance, Inc.'s exclusive periods to file
and solicit acceptances for the proposed chapter 11 plan until
Jan. 23, 2012, and March 26, 2012, respectively.

As reported in the Troubled Company Reporter on Sept. 16, 2011,
the Debtor related that (i) the claims bar date has not yet
passed, as a result of it, the Debtor is unable to determine the
total amount of claims asserted against the estate; and (ii) the
Debtor owns a wide variety of real estate assets with different
secured creditors and collateral packages, thereby increasing the
likely complexity of any chapter 11 plan; and (iii) the Debtor
needed additional time to gauge its likely cash flow in view of
poject contracts with municipalities in the counties of Riverside
and Imperial, which will affect the terms of any Chapter 11 plan
and the resulting feasibility analysis attendant thereto.

                About Rancho Housing Alliance, Inc

Based in Coachella, California, Rancho Housing Alliance, Inc.,
filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No.
11-27519) on May 27, 2011.  Judge Scott C. Clarkson presides over
the case.  Michael B. Reynolds, Esq., at Snell & Wilmer LLP,
serves as the Debtor's counsel.  The Debtor disclosed $12,882,123
in assets and $22,404,858 in liabilities as of the Chapter 11
filing.


RCS CAPITAL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: RCS Capital Development, LLC
        3131 East Camelback Road, Suite 420
        Phoenix, AZ 85016

Bankruptcy Case No.: 11-28746

Chapter 11 Petition Date: October 12, 2011

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

Judge: Randolph J. Haines

Debtor's Counsel: Michael W. Carmel, Esq.
                  MICHAEL W. CARMEL, LTD.
                  80 E. Columbus Avenue
                  Phoenix, AZ 85012-4965
                  Tel: (602) 264-4965
                  Fax: (602) 277-0144
                  E-mail: michael@mcarmellaw.com

Scheduled Assets: $57,038,210

Scheduled Debts: $50,469,204

The petition was signed by RCS Capital, LLC, managing member.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
ABC Learning Ctrs                  --                  $40,000,000
3800 Howard Hughes Parkway, 10th Floor
Las Vegas, NV 89169

JINBO, LLC                         --                   $6,200,000
1210 W. Bastanchury Place
Fullerton, CA 92833

Minnieland Private Day School, Inc.--                   $2,200,000
4300 Prince William Parkway
Woodbridge, VA 22192

Las Vegas CLA Partners, Ltd.       --                     $600,000
3301 Edloe, Suite 100
Houston, TX 77027

Kenneth Krynski                    --                     $500,000
8964 Medway Valley Lane
Henderson, NV 89074

William M. Dutton, IV              --                     $400,000
3801 E. Coolidge Street
Phoenix, AZ 85018-3561

Baird Williams & Greer, LLP        --                     $109,631

Morris Nichols Arst & Tunnell, LLP --                      $82,499

Hutchinson & Steffen, LLC          --                      $30,728

Santoro Driggs Walch Kearney       --                      $23,915

Nelson Greer Painting              --                       $8,100

Miranda's Handyman                 --                       $3,000

Cook Brothers Concrete, LLC        --                       $2,800

Networx, Inc.                      --                       $2,696

American Fence Company             --                       $1,746

Guide Networks                     --                       $1,632

Northern Mechanical                --                       $1,621

Cedco Landscape, Inc.              --                       $1,535

BC Floor Covering, Inc.            --                       $1,438

LR Nelson Consulting Eng.          --                         $950


RCR PLUMBING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: RCR Plumbing and Mechanical, Inc., a California
        Corporation
          dba RCR Plumbing
              RCR Mechanical
              RCR Companies
          fka RCR Plumbing, Inc.
              AMPAM RCR Companies
          faw AMPAM Sacramento, Inc.
        12620 Magnolia Avenue
        Riverside, CA 92503

Bankruptcy Case No.: 11-41853

Chapter 11 Petition Date: October 12, 2011

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

Judge: Wayne E. Johnson

Debtor's Counsel: Evan D. Smiley, Esq.
                  WEILAND, GOLDEN, SMILEY ET. AL
                  650 Town Center Drive, Suite 950
                  Costa Mesa, CA 92626
                  Tel: (714) 966-1000
                  E-mail: esmiley@wgllp.com

Debtor's
Noticing Agent:   KURTZMAN CARSON CONSULTANTS, LLC

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

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

The petition was signed by Robert C. Richey, president/CEO.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
HD Supply Plumbing ? HVAC - RIV    Materials            $5,253,739
P.O. Box 79586
City of Industry, CA 91716-9382

Ferguson Ent ? Sacramento          Materials              $696,112
2750 So. Towne Avenue
Pomona, CA 91766

Pace Supply                        Materials              $550,692
P.O. Box 6407
Rohnert Park, CA 94927-6407

Sacramento Windustrial Co.         Materials              $517,391
5800 Warehouse Way
Sacramento, CA 95826-4916

Slakey Bros                        Materials              $284,813
P.O. Box 60000, File#51064
San Francisco, CA 94160-0001

Todd Pipe & Supply LLC             Materials              $119,951

Aequitas Law Group                 Legal Services         $108,000

Winnelson ? Riverside              Materials               $80,114

Desert Pipe & Supply ? LV          Materials               $66,857

Fiber Care Baths, Inc.             Sub-Contractor          $65,008

Hajoca Corp                        Materials               $57,857

Rocky Mountain Colby Pipe Co       Materials               $57,857

Hirsch Pipe & Supply               Materials               $42,429

Oliva & Associates                 Services                $40,938

Sidley Austin LLP                  Legal Services          $35,559

Culligan                           Vendor                  $33,985

Consumers Pipe & Supply Company    Services                $32,168

JR Shower Pans, Inc.               Sub-Contractor          $28,295

HBE General Construction Inc.      Sub-Contractor          $26,018

WHCI Plumbing Supply Co.           Materials               $24,198


REECE GRADING: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Reece Grading and Paving, LLC
        245 Judson Ridge Road
        Arden, NC 28704

Bankruptcy Case No.: 11-10989

Chapter 11 Petition Date: October 12, 2011

Court: U.S. Bankruptcy Court
       Western District of North Carolina (Asheville)

Judge: George R. Hodges

Debtor's Counsel: H. Trade Elkins, Esq.
                  THE ELKINS LAW FIRM, PA
                  228 6th Avenue East, Suite 1B
                  Hendersonville, NC 28792
                  Tel: (828) 692-2205
                  Fax: (828) 692-8469
                  E-mail: htelkins@prodigy.net

Scheduled Assets: $1,264,278

Scheduled Debts: $1,469,138

The Company's list of its six largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ncwb11-10989.pdf

The Company's list of its 20 largest unsecured creditors is
available for free at:

The petition was signed by

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Judson Dale Reece and Elisabeth       11-10985            10/12/11
Rumbutis Reece


REPUBLIC WINDOWS: Status Hearing in Ch.7 Trustee's Suit on Oct. 26
------------------------------------------------------------------
Bankruptcy Judge Jacqueline P. Cox granted, in part, the request
of Ronald Spielman, Sherry Spielman, RWD Properties, LLC and RS
Windows & Doors, LLC, to dismiss the adversary proceeding, PHILLIP
D. LEVEY, not individually, but solely in his capacity as duly
appointed Chapter 7 Trustee of the Bankruptcy Estate of Republic
Windows & Doors, LLC, v. RICHARD GILLMAN, et al., Adv. Proc. No.
10-2513 (Bankr. N.D. Ill.), pursuant to Federal Rules of Civil
Procedure 12(b)(6) and 8 for failure to state a claim upon which
relief can be granted.

Trustee Phillip D. Levey alleges in the First Amended Complaint
that Republic Windows & Doors -- originally known as Republic
Aluminum -- was a family-owned business that operated a
manufacturing concern in Chicago for 40 years, with annual sales
in the tens of millions of dollars. He alleges that by 2004 the
owners and insiders of Republic Windows & Doors stopped focusing
on maintaining the business and instead focused on looting the
assets of the company for themselves. He alleges that the
Defendants executed a series of restructuring transactions that
benefited the insiders by depriving the company of its most
valuable asset, the real estate that housed the company's
manufacturing facility. He complains of the usurpation of valuable
business opportunities that were exploited by insiders and
transfers the insiders made of company property to themselves and
others. He alleges that a thriving business with hundreds of
employees was deprived of its assets and forced out of business.
The Trustee maintains that the conduct complained of crystallized
in 2008 when the Debtor's insiders raided the company's
manufacturing facility. The insiders are alleged to have loaded
the company's manufacturing equipment onto semi-trailers for
relocation to a competing window manufacturer owned by the
insiders and their affiliates. Defendant Richard Gillman has been
charged with a felony for crimes committed.

The Trustee alleges that the Debtor, Republic Windows & Doors, LLC
("Debtor"), is the successor in interest to Republic Window &
Doors, Inc. a/k/a Republic Holdings Corporation ("RHC"). He posits
that the Debtor is the alter ego of those entities and another
entity, RWD Properties, LLC ("RWD"), in that the Debtor was
created to be a continuation of the business operations of those
entities. He argues that the Debtor was created as a vehicle by
which its alter ego, Republic Windows & Doors, Inc., could be
stripped of its real estate asset for the benefit of insiders. The
issue is whether the maintenance of corporate formalities between
Republic Window & Doors, Inc. and the Debtor would work an
injustice on the Debtor and its creditors. This adversary
proceeding involves a series of complex transactions and
relationships between related entities and individuals. At various
times Defendants Richard B. Gillman ("Gillman"), Ronald Spielman
("Spielman"), Barry W. Dubin ("Dubin"), Michael Kayman ("Kayman")
and Timothy Widner ("Widner") acted in various capacities,
individually and through entities they controlled, as owners,
officers, managers, agents or insiders of the Debtor.
Gillman was at various times a manager, director or chief
executive officer of the Debtor. Spielman was at various times a
manager or chief executive officer of the Debtor.
RWD Properties, LLC ("RWD") is an Illinois limited liability
company which was owned by Spielman and Gillman. RS Windows &
Doors, LLC ("RS") is an Illinois limited liability company,
alleged to be owned by Spielman.

CONCLUSION

The Motion to Dismiss on behalf of Defendants Ronald Spielman,
Sherry Spielman, RWD Properties, LLC and RS Windows & Doors, LLC
is granted as to Counts II, III, IV(C) and VI because the IRS'
limitation period is not available. Those Counts are dismissed
without prejudice.
Because the discovery rule may apply to the 740 ILCS 160/5 claims,
the Motion to Dismiss is denied as to Counts I, IV, IV(A), IV(B)
and V.

The Motion to Dismiss is denied as to Count XI which has a five-
year limitations period.

The Trustee may file a Second Amended Complaint herein within 60
days of the issuance of this Order.
This Adversary Proceeding is set for a Status Hearing on October
26, 2011 at 9:30 a.m.

(Bankr. N.D. Ill. Case No. 08-34113)

A copy of Judge Cox's Oct. 12, 2011 Memorandum Opinion is
available at http://is.gd/OalyTRfrom Leagle.com.


RET-EXH, INC.: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: RET-EXH, Inc.
        19716 E. Grant Highway
        Marengo, IL 60152

Bankruptcy Case No.: 11-84410

Chapter 11 Petition Date: October 13, 2011

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Rockford)

Judge: Manuel Barbosa

Debtor's Counsel: Robert T. Hanlon, Esq.
                  LAW OFFICE OF ROBERT T. HANLON & ASSOC PC
                  14212 Washington Street, #200
                  Woodstock, IL 60098
                  Tel: (815) 206-2200
                  Fax: (815) 206-6184
                  E-mail: rob@rhanlonlaw.com

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

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

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

The petition was signed by Joseph Miceli, president.


RIVER ISLAND: Unsecured Creditors Paid 100% Under Chapter 11 Plan
-----------------------------------------------------------------
River Island Farms, Inc., filed on Oct. 5, 2011, a plan of
reorganization with the Bankruptcy Court for the Southern District
of Florida.

On the Effective Date of the Plan, all property of the Estate will
vest in the Reorganized Debtor.  The shareholder of the Debtor
(Sid Corrie, Jr.) will contribute that amount as is necessary to
fund the amounts due professionals and the initial payment to
creditors on confirmation of the case to the extent that the
Debtor does not have sufficient cash available for those payments.
The shareholder will further deposit with the Disbursing Agent the
funds as may be required from time to time to make payments as
required under the terms of the Plan of Reorganization to the
extent the Reorganized Debtor has insufficient funds to make any
payment.

The plan designates 6 Classes of Claims and Interests:

  I. General Unsecured Claims
II. Secured claim of Gibraltar Private Bank and Trust Company
III. Secured claim of Eurotrade Loans, Ltd.
IV. Unsecured claim of Corrie Development Corporation (CDC)
  V. Unsecured claim of Sid Corrie, Jr. (Corrie)
VI. Equity security holder of the common stock of the Debtor

General Unsecured Claims in Class I will receive payment in full.

The secured claim of Gibraltar will be paid in full on or before
one year from the Plan's Effective Date.  Partial payment
on account of Gibraltar's allowed claim will be made upon the sale
or refinance of any property of the Debtor or any other property
securing the indebtedness owed Gibraltar occurring prior to that
date.  In the event that the total amount of the allowed claim due
Gibraltar has not been satisfied on or before 365 days after the
Effective Date, then, and in that event, River Island will deed
its interest in any remaining property on which Gibraltar holds a
lien.

The Class III allowed claim of Eurotrade will be paid upon the
sale of the collateral securing the claim or twelve (12) months
after the Effective Date, whichever occurs first.

The Class IV claim of CDC and the Class V Claim of Sid Corrie,
Jr., will be subordinated to the claims in Class I, Class II and
Class III and no payment will be made on Class IV and V until
claims in Class 1, Class II and Class III have been paid in full.

The Class VI equity security holder will retain all equity
interest in the Debtor.

A copy of the Plan is available for free at:

  http://bankrupt.com/misc/riverisland.chapter11plan.doc109.pdf

                  About River Island Farms, Inc.

Fort Lauderdale, Florida-based River Island Farms, Inc., filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 11-
15410) on Feb. 28, 2011.  Martin L. Sandler, Esq., at Sandler &
Sandler, in Miami, Fla., serves as the Debtor's bankruptcy
counsel.  The Debtor disclosed $23,974,222 in assets and
$14,467,808 in liabilities as of the Chapter 11 filing.


ROBERTS LAND: Plan Confirmation Hearing Continued Until Nov. 2
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida has
continued until Nov. 2, 2011, the hearing to consider:

   -- the confirmation of Roberts Land & Timber Investment Corp.
   and Union Land & Timber Corp.'s Amended Plan of Reorganization;
   and

   -- Farm Credit of Florida, ACAs' motion for relief from the
   automatic stay or, alternatively, to dismiss the Debtors'
   cases.

As reported in the Troubled Company Reporter on Oct. 4, 2011, the
Amended Plan provides that at the sole and exclusive option of
the Debtors, which will be exercised prior to the conclusion of
the confirmation hearing, the Debtors will inform the Court of
their determination to invoke and implement either Plan Treatment
I or Plan Treatment II of Class 4 Secured Claim of Farm Credit of
Florida, ACA, as successor by merger to Farm Credit of North
Florida, ACA.  Farm Credit holds a first priority mortgage lien in
various tracts of real property to secure an indebtedness of
$11,300,819.

Regardless which alternative Plan Treatment is selected by the
Debtors, the Debtor, Roberts Land & Timber Investment Corp., and
its president, Avery C. Roberts, will within reason continue to
provide active management and consulting services as may be
requested by Farm Credit with respect to the continued
development, marketing, leasing and sale of the Woodstock
Industrial Site being conveyed to Farm Credit under the Amended
Plan.

A copy of the Third Amended Plan is available for free at:

    http://bankrupt.com/misc/ROBERTSLAND_3rd_Amended_Plan.pdf

The TCR reported on Aug. 3, 2011, Farm Credit asked the Court to
lift the automatic stay, or alternatively, to dismiss the Debtors'
cases, citing:

  i) the Debtors' cases have not been filed in good faith.  Rather
     than litigating a foreclosure action with Farm Credit in
     state court, the Debtors chose to file for Chapter 11 to
     invoke the automatic stay;

ii) the Debtors' Plan cannot be confirmed because the Plan
     provides Farm Credit with only a portion of its collateral
     in full satisfaction of its claims.

iii) in addition to the "occasional and infrequent"sale of the
     Real Property, the Debtors' only income is approximately
     $8,000 per year from a hunting lease.  The remainder of the
     Debtors' income consists of mortgage receivables pledged
     to Community State Bank and used to service its debt.

iv) the Debtors lack sufficient income to adequately protect Farm
     Credit's interest in the Real Property.

  v) Debtors has no equity in the Real Property and the Real
     Property is not necessary for an effective reorganization.

                       About Roberts Land

Roberts Land & Timber Investment Corp. filed a Chapter 11 petition
(Bankr. M.D. Fla. Case No. 11-03851) in Jacksonville, Florida, on
May 25, 2011.  Andrew J. Decker, III, Esq., at The Decker Law
Firm, P.A., in Live Oak, Florida, serves as counsel to the Debtor.
Affiliate Union Land & TimberCorp. also sought Chapter 11
protection (Case No. 11-03853).

The Debtors are real estate holding and development companies as
well as holder of private mortgages.  The Debtors receive income
from the sale and development of real estate, management of real
estate developments, mortgage receivables, cattle grazing leases
and hunting leases.

In its schedules, Roberts Land disclosed assets of $26.7 million
with debt totaling $12.2 million, all secured.  The principal
properties are 1,500 acres in Baker County, Florida and 3,300
acres in Union County, Florida.

In its schedules, Union Land disclosed $2,376,170 in assets and
$11,945,819 in liabilities as of the petition date.


ROSETTA GENOMICS: Posts $4.5 Million Net Loss in First Half
-----------------------------------------------------------
Rosetta Genomics Ltd. reported a net loss of $4.5 million on
$59,000 of revenues for the six months ended June 30, 2011,
compared with a net loss of $7.9 million on $97,000 of revenues
for the six months ended June 30, 2010.

The Company's balance sheet at June 30, 2011, showed $10.5 million
in total assets, $4.0 million in total liabilities, and
stockholders' equity of $6.5 million.

The Company incurred an accumulated deficit of approximately
$80.4 million since inception and incurred recurring operating
losses and negative cash flows from operating activities.  The
Company will have to obtain additional capital resources to
maintain its commercialization, research and development
activities beyond June 30, 2011.

The Company is addressing its liquidity issues by implementing
initiatives to allow the coverage of the budget deficit.  These
initiatives include a potential equity financing and costs
reduction.  "There are no assurances, however, that the Company
will be successful in obtaining an adequate level of financing
needed for the long-term development and commercialization of its
products," the Company said in the filing.

"These conditions raise substantial doubt about the Company's
ability to continue as a going concern."

A complete text of Rosettas Genomics' condensed intereim
consolidated financial statements as of June 30, 2011, is
available for free at http://is.gd/okd9cJ

Rosetta Genomics, Ltd. (NASDAQ: ROSG) develops and commercializes
a full range of microRNA-based molecular diagnostics.  Founded in
2000, the Company's integrative research platform combining
bioinformatics and state-of-the-art laboratory processes has led
to the discovery of hundreds of biologically validated novel human
microRNAs.  Building on its strong patent position and proprietary
platform technologies, Rosetta Genomics is working on the
application of these technologies in the development and
commercialization of a full range of microRNA-based diagnostic
tools.  The Company's miRview product line is commercially
available through its Philadelphia-based CAP-accredited, CLIA-
certified lab.  The Company is headquartered in Philadelphia, Pa.,
and Rehovot, Israel.


SCHOMAC GROUP: Torr Real Approved as Broker for LI Zoned Property
-----------------------------------------------------------------
The Hon. Eileen W. Hollowell of the U.S. Bankruptcy Court for the
District of Arizona authorized The Schomac Group, Inc., and Tedco,
Inc., to employ Torr Real Estate Services, L.L.C. by Thomas H.
Orr, as broker.

Torr Real is expected to sell Lots 4, 8, 9, 11 & 12, totaling
approximately 2.5 acres of LI (light industrial zoned property
Town of Marana) zoned property, located on the S.E. corner of I-10
and Orange Grove Road also known as Orange Grove & I-10 Plaza.

The Court ordered that the sale-commission to Torr Real is stated
at 6% on the assumption that Torr Real acts as both listing agent
and buyer's agent, locating the purchaser.  To the extent another
broker represents the successful buyer, who is approved by the
Court, the Listing Agreement provides authorization for the broker
to cooperate with and share in the commission.

To the best of the Debtors' knowledge, Torr Real is a
"disinterested person" as that term is defined in section 101(14)
of the Bankruptcy Code.

                 About The Schomac Group & TEDCO

Tucson, Arizona-based The Schomac Group, Inc., develops,
constructs, manages, and invests in residential, industrial, and
commercial real property.  Tedco, Inc., invests in real property
and in mortgages backed by real property.  Schomac Group and Tedco
filed for Chapter 11 bankruptcy (Bankr. D. Ariz. Case Nos. 11-
22717 and 11-22720) on Aug. 9, 2011.  In its schedules, Schomac
Group listed $48,929,897 in total assets and $34,583,005 in total
liabilities.  Judge Eileen W. Hollowell presides over the cases.
Mesch, Clark & Rothschild, P.C., serves as the Debtors' counsel.

Attorney for secured lender LNV Corp. is William Novotny, Esq., at
Mariscal Weeks McIntyre & Friedlander, PA.


SCHOMAC GROUP: Can Hire Preserve Sales as Real Estate Broker
------------------------------------------------------------
The Hon. Eileen W. Hollowell of the U.S. Bankruptcy Court for the
District of Arizona authorized The Schomac Group, Inc., and Tedco,
Inc. to employ Preserve Sales and Marketing, Inc., doing business
as The Preserve Land Company by Kris McAulay, as real estate
broker.

Preserve Sales will sell the real property known as Santa Lucia
Preserve, Lot 185, Carmel, California, and Santa Lucia Preserve,
Lot E10, Carmel, California, Monterey County, California.

The Court ordered that the sale-commission to Preserve Sales is
stated at 6% on the assumption that Preserve Sales acts as both
listing agent and buyer's agent, locating the purchaser.

To the best of the Debtors' knowledge, Preserve Sales is a
"disinterested person" as that term is defined in section 101(14)
of the Bankruptcy Code.

                About Scottsdale Canal Development

Scottsdale Canal Development LLC filed for Chapter 11 bankruptcy
(Bankr. D. Ariz. Case No. 11-26862) on Sept. 21, 2011.  Judge
Charles G. Case II presides over the case.  John J. Fries, Esq.,
at Ryley Carlock & Applewhite, serves as the Debtor's counsel.  In
its petition, the Debtor estimated $10 million to $50 million in
assets and $50 million to $100 million in debts.  The Debtor
disclosed assets of $25,000 plus unknown amount and liabilities of
$4,251,351.

Platinum Land Investments LLC serves as administrative member of
the Debtor.  Platinum's Mark Madkour serves as the Debtor's sole
member.


SCOTTSDALE CANAL: Reorganization Case Reinstated
------------------------------------------------
The Hon. Charles G. Case II of the Bankruptcy Court for the
District of Arizona reinstated, on Oct. 3, 2011, Scottsdale Canal
Development, LLC's Chapter 11 case.

The Debtor filed a motion to reinstate the case pursuant to
Bankruptcy Rule 9024; the case having been dismissed because
required documents were not filed, filing fees were not paid, or
due to administrative error.  The Debtor relate that it has cured
the deficiencies.

                About Scottsdale Canal Development

Scottsdale Canal Development LLC filed for Chapter 11 bankruptcy
(Bankr. D. Ariz. Case No. 11-26862) on Sept. 21, 2011.  Judge
Charles G. Case II presides over the case.  John J. Fries, Esq.,
at Ryley Carlock & Applewhite, serves as the Debtor's counsel.  In
its petition, the Debtor estimated $10 million to $50 million in
assets and $50 million to $100 million in debts.  The Debtor
disclosed assets of $25,000 plus unknown amount and liabilities of
$4,251,351.

Platinum Land Investments LLC serves as administrative member of
the Debtor.  Platinum's Mark Madkour serves as the Debtor's sole
member.


SCOTTSDALE CANAL: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Scottsdale Canal Development, LLC, filed with the U.S. Bankruptcy
Court for the District of Arizona its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                   Unknown
  B. Personal Property               $25,000
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $2,350,600
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $425,000
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,475,751
                                 -----------      -----------
        TOTAL                        $25,000+      $4,251,351
                                     Unknown

                About Scottsdale Canal Development

Scottsdale Canal Development LLC filed for Chapter 11 bankruptcy
(Bankr. D. Ariz. Case No. 11-26862) on Sept. 21, 2011.  Judge
Charles G. Case II presides over the case.  John J. Fries, Esq.,
at Ryley Carlock & Applewhite, serves as the Debtor's counsel.  In
its petition, the Debtor estimated $10 million to $50 million in
assets and $50 million to $100 million in debts.

Platinum Land Investments LLC serves as administrative member of
the Debtor.  Platinum's Mark Madkour serves as the Debtor's sole
member.


SECURITY NATIONAL: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Security National Properties Funding III, LLC
        3050 Westfork Drive
        Baton Rouge, LA 70816

Bankruptcy Case No.: 11-13277

Chapter 11 Petition Date: October 13, 2011

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

Debtor's Counsel: Robert J. Dehney, Esq.
                  MORRIS, NICHOLS, ARSHT & TUNNELL
                  1201 N. Market Street
                  P O. Box 1347
                  Wilmington, DE 19899-1347
                  Tel: (302) 658-9200
                  Fax: (302) 658-3989
                  E-mail: rdehney@mnat.com

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

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

The petition was signed by John L. Piland, senior VP & CFO of
Security National Master Manager, LLC.

Affiliates that simultaneously sought Chapter 11 protection:

        Debtor                                 Case No.
        ------                                 --------
Security National Properties-Alaska, LLC       11-13276
ITAC 190, LLC                                  11-13278
Security National Properties Funding, LLC      11-13279
Security National Properties Funding II, LLC   11-13280
Sequoia Investments III, LLC                   11-13281
Sequoia Investments V, LLC                     11-13282
Sequoia Investments XIV, LLC                   11-13283
Sequoia Investments XV, LLC                    11-13284
Sequoia Investments XVIII, LLC                 11-13285

Debtor's List of Its 30 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
AOI Corporation                    Trade Debt           $1,076,658
8801 South 137th Circle
Omaha, NE 68138-3455

Guilford County Tax Department     Tax Claim              $481,430
P.O. Box 71072
Charlotte, NC 28272-1072

Ramsey County                      Tax Claim              $266,099
P.O. Box 64097
St Paul, MN 55164-0097

PF Calalaska                       Trade Debt             $204,879

RJM Construction LLC               Trade Debt             $151,783

Buckley Consulting                 Trade Debt             $125,134

Forsyth County Tax Collector       Tax Claim               $98,510

Encore One LLC DBA                 Trade Debt              $77,653

General Mechanical Inc.            Trade Debt              $74,458

Western Waterproofing Co., Inc.    Trade Debt              $63,300

Harvard Maintenance Inc.           Trade Debt              $60,515

Jones Lang Lasalle Americas        Trade Debt              $60,000

1 Source Technical Services Inc.   Trade Debt              $58,628

Encore One LLC DBA                 Trade Debt              $57,517

East Side Homes                    Trade Debt              $54,856

Harvard Maintenance Inc.           Trade Debt              $53,851

Steiner Construction Services Inc. Trade Debt              $52,649

Hall Floor Covering                Trade Debt              $51,409

Nai Kaw Valley Commercial          Trade Debt              $47,897

ISS Facility Services?Kansas City  Trade Debt              $45,390

NP Dodge Management Company        Trade Debt              $41,125

Prudential Protective Services     Trade Debt              $30,597

Energy Systems Company             Trade Debt              $27,117

Omaha Public Power District        Trade Debt              $26,095

Prudential Protective Services     Trade Debt              $24,054

Guilford County Tax Department     Tax Claim               $24,053

Bob Florence Contractor Inc.       Trade Debt              $23,877

Lincoln Electric System            Trade Debt              $21,374

City of Topeka ? Public Works      Trade Debt              $20,282

District Cooling St Paul Inc.      Trade Debt              $19,744


SENSIVIDA MEDICAL: Delays Filing of Quarterly Report
----------------------------------------------------
SensiVida Medical Technologies, Inc.'s Quarterly Report on Form
10-Q for the period ended Aug. 31, 2011, cannot be filed within
the prescribed time period because of limited staff and resources.

                      About SensiVida Medical

West Henrietta, New York-based Sensivida Medical Technologies,
Inc., had operated in one business segment encompassing in the
design and development of medical diagnostic instruments that
detect cancer in vivo in humans by using light to excite the
molecules contained in tissue and measuring the differences in the
resulting natural fluorescence between cancerous and normal
tissue.  Effective March 3, 2009, with the merger of SensiVida
Medical Systems, Inc., into the Company's wholly-owned subsidiary
BioScopix, Inc., the Company's technology now focuses on the
automation of analysis and data acquisition for allergy testing,
glucose monitoring, blood coagulation testing, new tuberculosis
testing, and cholesterol monitoring.

he Company's balance sheet at May 31, 2011, showed $2.42 million
in total assets, $3.87 million in total liabilities, all current,
and a stockholders' deficit of $1.45 million.

As reported in the TCR on June 20, 2011, Morison Cogen LLP, in
Bala Cynwyd, Pennsylvania, expressed substantial doubt about
Sensivida Medical Technologies' ability to continue as a
going concern, following the Company's Feb. 28, 2011 results.  The
independent auditors noted that the Company has no revenues,
incurred significant losses from operations, has negative working
capital and an accumulated deficit.


SEQUA CORP: Bank Debt Trades at 6% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Sequa Corp. is a
borrower traded in the secondary market at 93.95 cents-on-the-
dollar during the week ended Friday, Oct. 14, 2011, an increase of
0.95 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 325 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Nov. 28, 2014, and
carries Moody's B1 rating and Standard & Poor's B- rating.  The
loan is one of the biggest gainers and losers among 78 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                         About Sequa Corp

Sequa Corporation, headquartered in New York, is a diversified
industrial company operating in three business segments: aerospace
through Chromalloy Gas Turbine, automotive through ARC Automotive
and Casco Products and metal coating through Precoat Metals.  LTM
revenue as of June 30, 2009, was approximately $1.5 billion.

                           *     *     *

As reported by the Troubled Company Reporter on June 29, 2010,
Standard & Poor's revised its outlook on Tampa, Fla.-based Sequa
Corp. to stable from negative.  S&P also affirmed its ratings,
including the 'B-' corporate credit rating on the company.  Sequa
has about $1.7 billion of debt.

At the same time, S&P affirmed its 'B-' issue-level rating on
Sequa's senior secured debt (the same as the corporate credit
rating).  The recovery rating on the secured debt remains '3',
indicating S&P's expectation for meaningful (50% to 70%) recovery
in a payment default scenario.  S&P also affirmed its 'CCC' issue-
level rating on Sequa's unsecured debt (two notches below the
corporate credit rating).  The recovery rating on the unsecured
debt remains '6', indicating S&P's expectation for negligible (0%
to 10%) recovery in a payment default scenario.

"S&P base the outlook revision to stable on Sequa's improving
liquidity and cash generation, and its assessment that the
company's core markets have begun to stabilize following a sharp
downturn during the last recession," said Standard & Poor's credit
analyst Roman Szuper.


SEVERN BANCORP: Posts $551,000 Net Income for Q3 2011
-----------------------------------------------------
Severn Bancorp, Inc., reported that net income for the third
quarter of 2011 was $551,000, or $.01 per share, compared to net
income of $485,000, or $.01 per share for the third quarter of
2010.  Net income was $152,000, or ($.12) per share for the nine
months ended Sept. 30, 2011, compared to net income of $550,000,
or ($.07) per share for the nine months ended Sept. 30, 2010.
Earnings per share is calculated using net income available for
common shareholders, which is net income less preferred stock
dividends.

"While we are pleased to report a modest profit for the third
quarter, it is clear that economic conditions remain challenging,"
said Alan J. Hyatt, president and chief executive officer.  "We
are staying our course and putting into action our strategy of
providing first-rate banking products along with a local,
convenient and considerate option for the residents and businesses
of the county."  Mr. Hyatt continued "We see many customers
seeking a bank that understands their needs, isn't charging fees
every time they turn around and is doing right by the community.
We are that bank."

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

                       http://is.gd/99kC95

                     About Severn Savings Bank

Founded in 1946, Severn Savings Bank, FSB --
http://www.severnbank.com/-- is a full-service community bank
offering a wide array of personal and commercial banking products
as well as residential and commercial mortgage lending.  It has
assets of nearly $1 billion and four branches located in
Annapolis, Edgewater and Glen Burnie.  The bank specializes in
exceptional customer service and holds itself and its employees to
a high standard of community contribution.  Severn Bancorp, Inc.,
(Nasdaq: SVBI) is the parent company of Severn Savings Bank.

As reported by the TCR on Nov. 25, 2009, Annapolis, Maryland-
based Severn Bancorp along with its Bank unit, has entered into
supervisory agreements with the Office of Thrift Supervision, the
Bank's primary federal regulator.  The agreements set forth steps
being taken in response to regulatory concerns with its operating
results and effects of the current economic environment facing the
financial services industry.

The Company's balance sheet at June 30, 2011, showed $937.37
million in total assets, $832.36 million in total liabilities and
$105 million in total stockholders' equity.


SIERRAWEST BANK: Fitch Lowers Rating on Class B Notes at 'BBsf'
---------------------------------------------------------------
Fitch Ratings has taken the following rating actions on SierraWest
Bank Series 1999-1:

  -- Class A downgraded to 'Asf' from 'AAAsf'; Outlook Stable, and
     withdrawn;

  -- Class B downgraded to 'BBsf' from 'Asf'; Outlook Stable, and
     withdrawn.

The negative rating actions reflect Fitch's concern with
outstanding obligor concentrations for the pool, despite minimal
loss performance.  In its analysis, detailed below, Fitch found
loss coverage for the notes to fall materially short of the
obligor thresholds consistent with current ratings.  Though the
limited loss coverage suggests lower ratings than those assigned,
Fitch believes the strong historical performance of the pool
mitigates, to a certain degree, the risk exposure from large
obligor concentrations.  To date, the transaction has not
experienced any net losses.

The ratings withdrawal is a result of the small effective obligor
count in the pool. The trust is backed by 29 loans, with the
largest obligor representing approximately 21% of the pool.  This
creates obligor concentrations and tail risk that are no longer
consistent with Fitch's rating methodology.  Fitch does not
believe it can continue to maintain ratings on bonds backed by
pools with obligor counts that fall below an acceptable number or
concentration.

In reviewing the transactions, Fitch took into account analytical
considerations outlined in Fitch's 'Global Structured Finance
Rating Criteria', issued Aug. 4, 2011, including asset quality,
credit enhancement, financial structure, legal structure, and
originator and servicer quality.

Fitch's analysis incorporated a review of collateral
characteristics; in particular, focusing on delinquent and
defaulted loans within the pool.  All loans over 60 days
delinquent were deemed defaulted loans.  In instances of no
current delinquency performance, Fitch looks to the worst 24-month
delinquency average for the pool as its assumed default
expectation.  The defaulted loans were applied loss and recovery
expectations based on collateral type and historical recovery
performance to establish an expected net loss assumption for the
transaction.  Fitch stressed the cash flows generated by the
underlying assets by applying its expected net loss assumption.
Furthermore, Fitch applied a loss multiplier to evaluate break-
even cash flow runs to determine the level of expected cumulative
losses the structure can withstand at a given rating level.  The
loss multiplier scale utilized is consistent with that of other
commercial asset backed security (ABS) transactions.

Additionally, to review possible concentration risks within the
pool, Fitch evaluated the impact of the default of the largest
performing obligors. Similar to the analysis detailed above, Fitch
applied loss and recovery expectations to the performing obligors
based on collateral type and historical recovery performance.  The
expected loss assumption was then compared to the credit support
available to the outstanding notes given Fitch's expected losses
on the currently defaulted loans.  Consistent with the obligor
approach detailed in 'Criteria for Rating U.S. Equipment Lease and
Loan ABS', dated Jan. 25, 2011, Fitch applied losses from the
largest performing obligors commensurate with the individual
rating category.  The number of obligors ranges from 20 at 'AAA'
to five at 'B'.


SIGNATURE STYLES: Taps Fesnak and Associates as Accountants
-----------------------------------------------------------
Signature Styles, LLC, et al., ask the U.S. Bankruptcy Court for
the District of Delaware for permission to employ Fesnak and
Associates, LLP as accountants.

Fesnak will render, among other things:

   -- general accounting and tax advisory services to the Debtors
   regarding the administration of the bankruptcy estates;

   -- review of and assistance in preparation of filing any tax
   returns, any assistance regarding existing and future IRS or
   state examinations, and any and all other tax assistance as may
   be requested from time to time; and

   -- preparation of monthly operating reports and quarterly U.S.
   Trustee reports.

The hourly rates of Fesnak's personnel are:

         Partners             $350 - $550
         Senior Managers      $275 - $345
         Managers             $200 - $270
         Seniors              $175 - $195
         Staff                $130 - $170
         Paraprofessionals     $50 - $125

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

The Debtors set an Oct. 18, hearing at 3:00 p.m. Eastern Time, for
approval of the requested employment of Fesnak.

                      About Signature Styles

Signature Styles LLC, owner of the Spiegel catalog, filed a
Chapter 11 petition (Bankr. D. Del. Case No. 11-11733) on June 6,
2011, along with a deal to sell the business to affiliates of the
current owners and lenders.

New York-based Signature Styles, which filed for bankruptcy
together with its affiliates, disclosed assets of $48.6 million
and debt of $867.6 million.  It purchased the Spiegel business for
$21.7 million at a foreclosure sale in June 2009.  Debt includes
$37.2 million owing on a secured term loan and revolving credit.
Unsecured debt totals $35.3 million, which include $9.8 million
owing to trade suppliers and $23.2 million in customer
obligations.  The lenders and owners are funds affiliated with
Patriarch Partners LLC.

Christopher A. Ward, Esq., at Polsinelli Shughart PC, in
Wilmington, Delaware, serves as counsel to the Debtor.  Western
Reserve Partners LLC serves as investment bankers. Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.

A fund affiliated with Patriarch Partners LLC has an agreement to
buy the business in return for the assumption of specified debt,
including $30 million owing on the term loan and revolving credit.
The buyer also will honor some customer obligations.  The
stalking-horse purchase agreement requires approval of bidding
procedures by July 7 and approval of a sale by Aug. 4.

Roberta A. Deangelis, U.S. Trustee for Region 3 appointed the
Official Committee of Unsecured Creditors of Signature Styles LLC.

A trustee or examiner has not been appointed to the case.


SKILLSOFT LTD: S&P Cuts Corp. Credit Rating to B; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Nashua, N.H.-based SkillSoft Ltd. to 'B' from 'B+'. The
outlook is stable.

"In addition, we lowered the bank loan rating on the company's
$365 million first-lien secured debt to 'BB-' from 'BB' with a
recovery rating of '1', indicating very high (90%-100%) recovery
in the event of a payment default," S&P said.

"We also assigned a 'BB-' rating with a recovery rating of '1' to
the proposed $90 million first-lien term loan being issued to fund
in part the $110 million acquisition of Element K," S&P related.

"Finally, we lowered to 'CCC+' from 'B-' the rating on the $310
million senior unsecured notes with a recovery rating of '6',
indicating negligible (0%-10%) recovery in the event of a payment
default.(See the recovery report to follow on RatingsDirect on the
Global Credit Portal)," S&P related

"The rating action reflects pro forma projected leverage in the
mid-6x area following the acquisition of Element K," said Standard
& Poor's credit analyst Jacob Schlanger, "which substantially
exceeds leverage expectations for the previous rating."

"The rating reflects our view of SkillSoft's financial risk
profile as highly leveraged, with a reduction in leverage
dependent on the realization of cost synergies," added Mr.
Schlanger. "We also view SkillSoft's business risk profile as weak
because of its narrow product focus in a highly competitive
market with low barriers to entry and rapidly evolving technology
standards. The acquisition of Element K--also an e-learning
company -- will modestly improve the company's scale and
diversity."


SLM CORP: Fitch Affirm Rating on Preferred Stock at 'BB'
--------------------------------------------------------
Fitch Ratings has affirmed the ratings of SLM Corporation (SLM) as
follows:

SLM Corporation:

  -- Long-term Issuer Default Rating (IDR) at 'BBB-';
  -- Short-term IDR at 'F3';
  -- Senior Unsecured Debt at 'BBB-';
  -- Short-term debt at 'F3'; and
  -- Preferred Stock at 'BB'.

The Rating Outlook is Stable.  Approximately $19.8 billion of debt
and preferred stock is affected by these actions.

The ratings affirmation reflects the company's position as one of
the largest servicers of government-guaranteed student loans and
one of the largest originators and servicers of private education
loans, in addition to its low consolidated credit risk, matched
funding profile, stable liquidity, and growing capitalization.
Ratings are constrained by legislative risk inherent in the
industry, uncertain term funding availability for the private
education loan product, and limited revenue diversity, given its
concentration in educational products and services.

For academic year 2010 - 2011, SLM was allocated 22% of new
borrower loans originated by the Direct Loan Program under the
Department of Education's (ED) servicing contract, which it was
awarded in 2Q09.  Servicing assets are allocated by ED on an
annual basis based on scoring in five categories, including
school, borrower, and Federal Student Aid surveys and actual
default prevention performance.

In July 2011, ED announced updated scoring results and SLM tied
for second place, warranting a 26% allocation for the upcoming
academic year.  Fitch views the increase positively, as it
provides for a relatively predictable earnings stream on a highly
scalable servicing platform.  Fitch believes allocations could
improve further in coming years, with more favorable survey
results.

Credit trends continued to improve in 1H11, with losses on private
education loans in repayment falling 120 bps year over year to
3.8%, despite a 13.6% increase in average loans in repayment.
Credit trends benefited from increased portfolio seasoning, a
reduction in non-traditional loans entering repayment, and a
better borrower credit profile, including a higher proportion of
loans in the portfolio with a co-borrower.  Fitch expects credit
trends to stabilize at-or-near current levels, with a decline in
the rate of improvement on delinquency metrics, but recognizes
that student loan repayment will remain sensitive to trends in job
creation longer-term.

In 1H11, SLM's core earnings benefited from an increase in net
interest income, resulting from the acquisition of $25 billion of
FFELP loans from Citibank, N.A. and higher loan yields, a
reduction in credit provisions, and a decline in operating
expenses, offset to some extent by higher funding costs, reduced
guarantor servicing fees, and lower debt repurchase gains.

Fitch expects improved core earnings stability going forward as
declines in interest income from the amortization of the FFELP
portfolio are offset by improved operating efficiencies and higher
fee income from expansion in education-related products, like 529
savings plans and insurance brokerage.

From a funding perspective, SLM has largely match funded its
legacy assets.  At June 30, 2011, 89% of the student loan
portfolio had been funded to term, including loans funded in the
ED's Straight-A conduit facility, which compares to 70% at the end
of 2008.  Of the remaining portfolio, 7% has been funded with
fixed spread liabilities with an average life of 5.2 years and 4%
has been funded through ABCP and FHLB borrowing capacity.

SLM has also done well managing its debt maturity profile.  Since
the beginning of 2008, the company has repurchased approximately
$11 billion of its unsecured debt, netting $981.5 million of
gains, while significantly reducing lumpy maturities in 2011 and
2014.

Remaining maturities in 2H11 amounted to $2.2 billion at June 30,
2011, followed by maturities of $1.8 billion and $2.3 billion in
2012 and 2013, respectively.  Absent further debt issuance, Fitch
believes remaining debt maturities will be retired as they come
due with liquidity on hand and cash flow generated from the legacy
portfolio.

At the end of 2Q11, sources of liquidity included $4.2 billion of
unrestricted cash and liquid investments, $855 million of
unencumbered FFELP loans, $10.5 billion of unencumbered private
education loans, and $10.7 billion of borrowing capacity on the
ABCP facility and FHLB facility.

The Stable Rating Outlook reflects the expectation for consistent
operating performance in consumer lending and business services,
improved operating efficiencies, stability in credit metrics for
the private education loan portfolio, growing capitalization, with
the amortization of the FFELP portfolio, and the continued ability
to repay maturing debt obligations with operating cash flow and
liquidity on hand.

Negative rating momentum could result from free cash flow
generation below Fitch's expectations, which impairs the company's
ability to meet its debt service obligations, deterioration in
asset quality metrics, legislative change which removes the
private sector from the servicing and collection of government
guaranteed student loans, an inability to arrange economically
attractive term funding for private education loans over time,
and/or potential changes in the structure of the private student
loans, resulting from the creation of the Consumer Financial
Protection Bureau, which impair the profitability potential of the
product.

Conversely, while upward rating momentum is likely limited to the
current rating category, positive rating actions could result from
improved term liquidity for private education loans, leverage
reductions, and measured earnings expansion over-time, resulting
from growth in business services, consistent risk-adjusted margins
in the consumer lending segment, and an increase in third party
servicing revenue.

Based in Newark, Delaware, SLM had $178.4 billion of student loans
at June 30, 2011 and is listed on the NYSE under the ticker SLM.


SMART ONLINE: Atlas Capital Discloses 40% Equity Stake
------------------------------------------------------
In an amended Schedule 13D filing with the U.S Securities and
Exchange Commission, Atlas Capital, SA, disclosed that it
beneficially owns 7,265,269 shares of common stock of Smart
Online, Inc., representing 40% of the shares outstanding.  A full-
text copy of the filing is available for free at:

                        http://is.gd/7xbKKc

                         About Smart Online

Headquartered in Durham, North Carolina, Smart Online, Inc. (OTC
BB: SOLN) -- http://www.smartonline.com/-- develops and markets
software products and services targeted to small  businesses that
are delivered via a Software-as-a-Service (SaaS), or SaaS, model.
The Company also provides Web site consulting services, primarily
in the e-commerce retail industry products and services.

The Company reported a net loss of $3.95 million on $1.03 million
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $9.54 million on $1.42 million of total revenue during
the prior year.

The Company's balance sheet at June 30, 2011, showed $1.28 million
in total assets, $22.34 million in total liabilities and a $21.06
million total stockholders' deficit.

As reported by the TCR on April 4, 2011, Cherry, Bekaert &
Holland, LLP, in Raleigh, North Carolina, noted that the Company
has suffered recurring losses from operations and has a working
capital deficiency as of Dec. 31, 2010.  These conditions,
according to the independent auditors, raise substantial doubt
about the Company's ability to continue as a going concern, the
auditors said.


SMART ONLINE: Sells Add'l $300,000 Convertible Note Due 2013
------------------------------------------------------------
Smart Online, Inc., on Oct. 11, 2011, sold an additional
convertible secured subordinated note due Nov. 14, 2013, in the
principal amount of $300,000 to a current noteholder.  The Company
is obligated to pay interest on the New Note at an annualized rate
of 8% payable in quarterly installments commencing Jan. 11, 2012.
The Company is not permitted to prepay the New Note without
approval of the holders of at least a majority of the aggregate
principal amount of the Notes then outstanding.

The Company plans to use the proceeds to meet ongoing working
capital and capital spending requirements.

The sale of the New Note was made pursuant to an exemption from
registration in reliance on Section 4(2) of the Securities Act of
1933, as amended.

                        About Smart Online

Headquartered in Durham, North Carolina, Smart Online, Inc. (OTC
BB: SOLN) -- http://www.smartonline.com/-- develops and markets
software products and services targeted to small  businesses that
are delivered via a Software-as-a-Service (SaaS), or SaaS, model.
The Company also provides Web site consulting services, primarily
in the e-commerce retail industry products and services.

The Company reported a net loss of $3.95 million on $1.03 million
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $9.54 million on $1.42 million of total revenue during
the prior year.

The Company's balance sheet at June 30, 2011, showed $1.28 million
in total assets, $22.34 million in total liabilities and a $21.06
million total stockholders' deficit.

As reported by the TCR on April 4, 2011, Cherry, Bekaert &
Holland, LLP, in Raleigh, North Carolina, noted that the Company
has suffered recurring losses from operations and has a working
capital deficiency as of Dec. 31, 2010.  These conditions,
according to the independent auditors, raise substantial doubt
about the Company's ability to continue as a going concern, the
auditors said.


SMITHFIELD CAFE: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------- Alex
Nixon at the Pittsburgh Tribune-Review reports that Smithfield
Cafe for Chapter 11 protection in the U.S. Bankruptcy Court in
Pittsburgh, Pennsylvania, on Oct. 11, 2011.

The report says John Petrolias, who owns the restaurant, said
Smithfield Cafe plans to restructure its debt, remain open and
emerge from Chapter 11 bankruptcy in about 90 days.  Mr. Petrolias
cited the loss of Pittsburgh Technical Institute as a tenant on
the upper floors and a drop in business as fewer shoppers come to
the Smithfield corridor.

The report relates that Mr. Petrolias listed $220,712 in debt to
15 unsecured creditors, including $105,000 to the Internal Revenue
Service and $31,008 to C.A. Curtze Co. & Specialty Steak, Erie, in
the filing.  The filing stated the business has assets of between
$50,001 and $100,000 but does not list individual assets.  The
building has an assessed value of $213,000, adds Mr. Nixon citing
Allegheny County records.

Smithfield Cafe is downtown Pittsburgh's longest-operating
restaurant, the report notes.


SNL FINANCIAL: S&P Assigns 'B' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Charlottesville, Va.-based SNL Financial LC. The
outlook is positive.

"At the same time, we assigned the company's $205 million senior
secured credit facilities an issue-level rating of 'B+' (one notch
above the 'B' corporate credit rating) with a recovery rating of
'2', indicating our expectation of substantial (70% to 90%)
recovery for debtholders in the event of a payment default. The
senior secured credit facilities consist of a $30 million
revolver due 2016 and a $175 million term loan due 2018," S&P
related.

"Our 'B' corporate credit rating on SNL reflects our view that the
company will post low-double-digit revenue and EBITDA growth over
the balance of 2011, and that growth momentum will continue in
2012," said Standard & Poor's credit analyst Chris Valentine. "In
our opinion, SNL's business risk profile is weak because of a
narrow business position, a relatively small size, and revenue
exposure to volatile financial markets. We regard the financial
risk profile as highly leveraged, based on the company's high
lease-adjusted debt-to-EBITDA ratio of above 5x, on June 30, 2011
EBITDA, and on questions around the private-equity owner's
financial policy, following the recent transaction."

"The positive outlook reflects our view that SNL should be able to
generate positive discretionary cash flow and pay down the debt
over the near term, absent a leveraging transaction," added Mr.
Valentine.


SOLYNDRA LLC: House Committee Releases DOE Loan Memo
----------------------------------------------------
Kaitlin Ugolik at Bankruptcy Law360 reports that the U.S. House of
Representatives' Energy and Commerce Committee on Friday released
a Department of Energy memo showing the government's reason for
restructuring Solyndra LLC's $535 million federal loan.

At a committee hearing, House Democrats questioned why
Republicans, who allege that the DOE violated the Energy Policy
Act when it restructured the loan, released emails last week to
support their argument but failed to introduce two versions of the
DOE's memo that allegedly explained the department's rationale,
according to Law360.

                         About Solyndra LLC

Founded in 2005, Solyndra LLC is a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had approximately 968 full
time employees and 211 temporary employees.  Solyndra has sold
more than 500,000 of its panels since 2008 and generated
cumulative sales of over $250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

In the Chapter 11 cases, the Debtors are pursuing a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors are unable to identify any such
potential buyers, an orderly liquidation of the Debtors' assets
for the benefit of their creditors.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Solyndra LLC.

Solyndra is at least the fourth solar company to seek court
protection from creditors since August 2011.  Other solar firms
are Evergreen Solar and start-up Spectrawatt Inc., both of which
filed in August, and Stirling Energy Systems Inc., which filed for
Chapter 7 bankruptcy late in September.


SOLYNDRA LLC: Treasury Stays Quiet on Energy's Decision on Loan
---------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that the Treasury
Department declined to say that the Energy Department acted
illegally when it decided earlier this year to rework a federal
loan to Solyndra LLC in an effort to keep the struggling solar
energy company afloat.

Founded in 2005, Solyndra LLC is a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had approximately 968 full
time employees and 211 temporary employees.  Solyndra has sold
more than 500,000 of its panels since 2008 and generated
cumulative sales of over $250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

In the Chapter 11 cases, the Debtors are pursuing a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors are unable to identify any such
potential buyers, an orderly liquidation of the Debtors' assets
for the benefit of their creditors.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Solyndra LLC.

Solyndra is at least the fourth solar company to seek court
protection from creditors since August 2011.  Other solar firms
are Evergreen Solar and start-up Spectrawatt Inc., both of which
filed in August, and Stirling Energy Systems Inc., which filed for
Chapter 7 bankruptcy late in September.


SOUTHWEST GEORGIA: Plan Exclusivity Extended Until Nov. 30
----------------------------------------------------------
The Hon. James D. Walker, Jr. of the U.S. Bankruptcy Court for the
Middle District of Georgia extended until Nov. 30, 2011, Southwest
Georgia Ethanol, LLC's exclusive period to solicit acceptances of
the proposed chapter 11 plan.

The Official Committee of Unsecured Creditors, the DIP Agent and
the Prepetition Agent consented to the exclusivity extensions.

As reported in the Troubled Company Reporter on Oct. 14, 2011, the
bankruptcy court approved the disclosure statement on Oct. 11 that
explains the plan.  The confirmation hearing for approval of the
plan will take place Dec. 7.

The TCR reported that the plan calls for lenders owed
$107.6 million to receive $105 million in preferred stock plus 25%
of the common stock.  The disclosure statement estimates the
lenders' recovery at 97.5%.  Unsecured creditors with $2.1 million
in claims and bondholders owed $8.7 million are to receive
proceeds from a litigation trust and are expected to see a
recovery of 3%.  If lower classes accept the plan, the lenders
will waive their deficiency claims.

                  About Southwest Georgia Ethanol

Southwest Georgia Ethanol LLC, a unit of First United Ethanol Co.,
sought bankruptcy protection (Bankr. M.D. Ga. 11-10145) in Albany,
Georgia, on Feb. 1, 2011.

The Debtor owns and operates an ethanol production facility
located on 267 acres in Mitchell County, Georgia, producing
100 million gallons of ethanol annually.  Ethanol production
operations commenced in October 2008.  Revenue was $168.9 million
for fiscal year ended Sept. 30, 2010.  The Debtor said
profitability and liquidity have been materially reduced by
unfavorable fluctuations in commodity prices for ethanol and corn.

Gary W. Marsh, Esq., J. Michael Levengood, Esq., and Bryan E.
Bates, Esq., at McKenna Long & Aldridge LLP, in Atlanta, Georgia,
serve as counsel to the Debtor.  Morgan Keegan & Company, Inc., is
the investment banker and financial advisor.

The Debtor's balance sheet showed $164.7 million in assets and
$134.1 million in debt as of Dec. 31, 2010.

Since 2008, at least 11 ethanol-related companies have sought
court protection, including VeraSun Energy Corp., once the second-
largest U.S. ethanol maker; units of Pacific Ethanol Inc.; and
White Energy Holding Co.


SPANISH PEAKS: Montana Resort Files in Delaware to Liquidate
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Spanish Peaks Holdings II LLC, the owner of The Club
at Spanish Peaks in Big Sky, Montana, didn't even attempt to
reorganize. Instead, the company and affiliates filed petitions
for liquidation in Chapter 7 (Bankr. D. Del. Case No. 11-13300) on
Oct. 14 in U.S. Bankruptcy Court in Delaware.  The project has
5,700 acres, according to the Web site. Liabilities exceed $100
million while assets are less than $50 million, according to the
petition.


SPX CORP: S&P Affirms 'BB+' Ratings on Senior Unsecured Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its issue-level 'BB+'
ratings on Charlotte, N.C.-based SPX Corp.'s senior unsecured
notes and removed them from CreditWatch, where it placed them with
negative implications on Aug. 26, 2011, when SPX announced its
intention to acquire ClydeUnion Pumps for approximately $1.15
billion. "The recovery rating of '3', indicating our expectation
of a meaningful (50% to 70%) recovery of principal in a default
scenario, remains unchanged," S&P related.

"The affirmation of the issue-level ratings on SPX's senior
unsecured notes reflects our view that the high amortization of
the additional senior secured debt would leave sufficient value
for the unsecured creditors to recover 50% to 70% of their
principal and accrued, but unpaid, interest in the event of a
default. For details, see our updated recovery report on SPX, to
be published later on RatingsDirect," S&P said.

The ratings on SPX reflect the company's fair business risk
profile and significant financial risk profile. As of June 30,
2011, total debt to EBITDA (after adjusting for postretirement
benefit obligations and operating leases) was about 3.3x; funds
from operations (FFO) to total debt was 32%. "We expect that, pro
forma for the acquisition and our expectation of debt reduction in
the fourth quarter, these measures will increase to about 4x and
20% at the end of 2011. We expect total debt to EBITDA of about
2.5x and FFO to total debt of about 25% for the 'BB+' rating.
SPX's capacity for additional debt-funded acquisitions or share
buybacks at the current rating is limited," S&P added.

Ratings List

SPX Corp.
Corporate credit rating                BB+/Negative

Ratings Affirmed; Off CreditWatch; Recovery Ratings Remain
Unchanged

SPX Corp.
                                        To                  From
  US$600 mil 6.875% sr nts due 2017     BB+
BB+/Watch Neg
   Recovery Rating                      3                   3
  US$500 mil 7.625% sr nts due 2014     BB+
BB+/Watch Neg
   Recovery Rating                      3                   3


SSI GROUP: Court Approves Proskauer Rose as Bankruptcy Counsel
--------------------------------------------------------------
The Hon. Mary Walrath of the U.S. Bankruptcy Court for the
District of Delaware authorized SSI Group Holding, Corp., et al.,
to employ Proskauer Rose LLP as bankruptcy counsel.

As reported in the Troubled Company Reporter on Oct. 17, 2011, as
bankruptcy counsel, Proskauer Rose is advising the Debtors of
their rights, powers and duties as debtors-in-possession, prepare
legal papers, prosecute and defend litigation matters.

The firm is also providing advice and assistance in the
disposition of the Debtors' assets pursuant to any proposed plan
of reorganization, and in the investigation of the Debtors'
liabilities, assets and financial condition that may be required
under the laws.

In exchange for its services, Proskauer Rose will be paid on an
hourly basis and will be reimbursed for its expenses.  The firm's
hourly rates are:

   Professionals             Hourly Rates
   -------------             ------------
   Partner                    $500 - $995
   Senior Counsel             $400 - $810
   Associate                  $195 - $700
   Paraprofessionals          $125 - $295

In a declaration, Scott Rutsky, Esq., at Proskauer Rose, in New
York, assured the Court that his firm does not hold or represent
interest adverse to the Debtors or their estates.

The Court also ordered that in the event that Proskauer seeks in
the future to charge the Debtors a billing rate in excess of
$1,000 per hour for any individual Proskauer attorney, the firm
will be required to file a motion with the Court seeking authority
to do so.

                         About SSI Group

SSI Group Holding Corp. sought bankruptcy protection (Bankr. D.
Del. Case No. 11-12917) on Sept. 14, 2011, in Wilmington,
Delaware, after months of lackluster performance at its two
struggling restaurant chains, which combined operate about 120
locations, and its debts mounted to $47.5 million.  SSI is behind
two southern restaurant chains -- the healthy Souper Salad chain
and "comfort food"-serving Grandy's restaurants.

SSI reported $23.9 million in assets as of Aug. 28, 2011.  Judge
Mary F. Walrath presides over the case.  The Debtor is represented
by Proskauer Rose LLP and Cozen O'Connor as counsel and Morgan
Joseph TriArtisan LLC as financial advisors.

Affiliates Super Salad, Inc. (Case No. 11-12918), SSI-Grandy's LLC
(Case No. 11-12919), and Souper Brands, Inc. (Case No. 11-12920),
also sought Chapter 11 protection on Sept. 14, 2011.

The Debtors hope to use the bankruptcy cases to sell their
Grandy's chain to an affiliate of Sun Capital Partners (or a
higher bidder) and to sell their Souper Salad chain to a to-be
determined buyer (no stalking horse bidder has been identified).

The U.S. Trustee appointed 7 members to the Official Committee of
Unsecured Creditors.


SSI GROUP: Morgan Joseph OK'd as Fin'l. Advisor, Investment Banker
------------------------------------------------------------------
The Hon. Mary Walrath of the U.S. Bankruptcy Court for the
District of Delaware authorized SSI Group Holding, Corp., et al.,
to employ Morgan Joseph TriAartisan LLC as financial advisor and
investment banker.

As reported in the Troubled Company Reporter on Oct. 17, 2011, as
financial advisor, Morgan Joseph is advising and assisting the
Debtors in the analysis of their business, business plan and
financial position.  The firm is also assisting in formulating and
implementing options for a restructuring, financing, merger or
sale of the Debtors.

If the Debtors pursue a restructuring, financing or sale
transaction, Morgan Joseph will provide advisory services related
to those transactions.

In return for its services, the firm will receive a monthly cash
fee of $20,000.  One hundred percent of the monthly fees paid to
Morgan Joseph will be credited, without duplication, against any
transaction fee.  The firm may also receive a restructuring,
financing or sale transaction fee in the sum of $325,000.

In an affidavit, Morgan Joseph assured the Court that it is a
"disinterested person" under Section 101(14) of the Bankruptcy
Code.

                         About SSI Group

SSI Group Holding Corp. sought bankruptcy protection (Bankr. D.
Del. Case No. 11-12917) on Sept. 14, 2011, in Wilmington,
Delaware, after months of lackluster performance at its two
struggling restaurant chains, which combined operate about 120
locations, and its debts mounted to $47.5 million.  SSI is behind
two southern restaurant chains -- the healthy Souper Salad chain
and "comfort food"-serving Grandy's restaurants.

SSI reported $23.9 million in assets as of Aug. 28, 2011.  Judge
Mary F. Walrath presides over the case.  The Debtor is represented
by Proskauer Rose LLP and Cozen O'Connor as counsel and Morgan
Joseph TriArtisan LLC as financial advisors.

Affiliates Super Salad, Inc. (Case No. 11-12918), SSI-Grandy's LLC
(Case No. 11-12919), and Souper Brands, Inc. (Case No. 11-12920),
also sought Chapter 11 protection on Sept. 14, 2011.

The Debtors hope to use the bankruptcy cases to sell their
Grandy's chain to an affiliate of Sun Capital Partners (or a
higher bidder) and to sell their Souper Salad chain to a to-be
determined buyer (no stalking horse bidder has been identified).

The U.S. Trustee appointed 7 members to the Official Committee of
Unsecured Creditors.


STERLING CHEMICALS: 5th Cir. Flips Ruling in Retirees' Lawsuit
--------------------------------------------------------------
The U.S. Court of Appeals for the Fifth Circuit said employers
generally are free under ERISA to modify or terminate plans, but
if the plan sponsor cedes its right to do so, it will be bound by
that contract.

On Feb. 21, 2007, three retired employees of Sterling Fibers,
Inc., one of Sterling Chemicals, Inc.'s former subsidiaries, sued
the Company, several of its benefit plans and the plan
administrators for those plans in a class action suit in the
United States District Court, Southern District of Texas, Houston
Division (Case No. H-07-0625).  The plaintiffs allege that the
Company was not permitted to increase their premiums for retiree
medical insurance based on a provision contained in an asset
purchase agreement that governed the purchase by Sterling Fibers
of Cytec Industries Inc.'s acrylic fibers business in 1997.
During Sterling Chemical's bankruptcy case in 2002, the Company
and Sterling Fibers sought and obtained bankruptcy court authority
to reject the asset purchase agreement.  The plaintiffs claimed
that the Company violated the terms of its benefit plans, breached
fiduciary duties governed by the Employee Retirement Income
Security Act and failed to comply with sections of the Bankruptcy
Code dealing with retiree benefits, and sought damages,
declaratory relief, punitive damages and attorneys' fees.  A trial
was held during the second week of November 2009 and, on July 1,
2010, the district judge ruled for the Company on the merits and
dismissed all of the plaintiffs' claims.  The plaintiffs filed an
appeal on July 16, 2010.  Briefing for the appeal was completed in
the first quarter of 2011.

Circuit Judge Harold R. DeMoss, who wrote the opinion, held that
Sterling voluntarily ceded its right to modify the Plaintiffs'
premiums when it entered into the APA and approved of the Section
5.05(f) terms under the APA.

Section 5.05(f) of the APA provided in relevant part that
"[Sterling] shall continue to provide postretirement medical and
life insurance benefits for such [qualifying] Acquired Employee
that are no less favorable to such Acquired Employee than those
benefits provided by [Cytec] under the [Cytec benefit plans] as in
effect on the date hereof, and [Sterling] shall not reduce the
level of such benefits without the prior written consent of
[Cytec]; provided, that such consent shall not be withheld to the
extent that [Cytec] or Cyanamid has similarly reduced the level of
such benefits. . . . [A]n increase in premiums required to be paid
for postretirement benefits shall be considered a reduction in
such benefits. [Cytec] shall notify [Sterling] in writing to the
extent that [Cytec] becomes aware of a reduction in postretirement
medical and life insurance benefits under the [Cytec benefit]
plans."

According to Judge DeMoss, the rejection of the APA in bankruptcy
did not destroy Section 5.05(f)'s status as a valid plan
amendment, and that Section 5.05(f) was assumed in bankruptcy
pursuant to Sterling's Plan of Reorganization.

The Fifth Circuit relied on a prior ruling in Halliburton Co.
Benefits Committee v. Graves, 463 F.3d 360 (5th Cir. 2006), a case
where the Circuit Court found that a provision in a merger
agreement constituted a valid amendment to an ERISA plan, was
controlling.

"Because Sterling was required to receive Cytec's prior written
consent before it raised Plaintiffs' premiums, something it
acknowledges it did not do, we reverse the order of the district
court and remand for additional proceedings consistent with this
opinion," the ruling held.

The appellate case is ROBERT E. EVANS; RELMOND H. HAMILTON; DENNIS
HARTHUN, Plaintiffs-Appellants, v. STERLING CHEMICALS,
INCORPORATED, Individually and as successor-in-interest to
Sterling Chemicals Holdings Incorporated; STERLING CHEMICALS
INCORPORATED EMPLOYEE BENEFITS PLANS COMMITTEE, in its capacity as
Plan Administrator of the Sterling Chemicals Incorporated Medical
Benefits Plan for Salaried Employees and the Sterling Chemicals
Incorporated Prescription Drug Benefits Plan for Salaried
Employees; STERLING CHEMICALS INCORPORATED MEDICAL BENEFITS PLAN
FOR SALARIED EMPLOYEES; STERLING CHEMICALS INCORPORATED
PRESCRIPTION DRUG BENEFITS PLAN FOR SALARIED EMPLOYEES; STERLING
CHEMICALS INCORPORATED MEDICAL BENEFITS PLAN FOR RETIREES;
STERLING CHEMICALS INCORPORATED PRESCRIPTION DRUG BENEFITS PLAN
FOR RETIREES, Defendants-Appellees, No. 10-20493 (5th Cir.).

The Fifth Circuit panel consists of Circuit Judges E. Grady Jolly,
DeMoss, and Edward C. Prado.  A copy of the Fifth Circuit's Oct.
13, 2011 decision is available at http://is.gd/qYgvk4from
Leagle.com.

                    About Sterling Chemicals

Sterling Chemicals Holdings, a manufacturer of petrochemicals,
acrylic fibers, and pulp chemicals, filed for Chapter 11
protection (Bankr. S.D. Tex. Case No. 01-_____) on July 16, 2001.
Lawyers at Skadden, Arps, Slate, Meagher & Flom, represented the
Debtors in their restructuring effort.  It emerged from bankruptcy
in December 2002.


T-FAB INC: Court Says Paradise Road Lease Validly Terminated
------------------------------------------------------------
District Judge John Antoon, II, said the franchise agreement
between Ruth's Chris Steak House Franchise Inc. and T-Fab Inc. and
Marcel Taylor with respect a Ruth's Chris Steak House franchise on
Paradise Road in Las Vegas, Nevada, was validly terminated.  The
case is RUTH'S CHRIS STEAK HOUSE FRANCHISE, INC., v. T-FAB, INC.,
and MARCEL TAYLOR, Case No. 10-cv-456 (M.D. Fla.).

The Plaintiff is the franchisor of the Ruth's Chris Steak House
restaurant chain.  In July 1989, the Plaintiff entered into a
franchise agreement with the Defendants pursuant to which the
Defendants were to operate a Ruth's Chris Steak House franchise on
Paradise Road.  These parties later entered into franchise
agreements for two other restaurants -- one in Colorado and one on
Flamingo Road in Las Vegas -- but only the Paradise Road franchise
is at issue in the Plaintiff's motion for summary.

The Paradise Road franchise agreement was for an initial term of
10 years, with options to renew for three additional 10-year
periods.  The Defendants exercised their options to renew in 1999
and 2009, and thus the agreement was extended for two additional
10-year terms.  On April 16, 2009, however, the Plaintiff sent a
Notice of Default to the Defendants regarding the Paradise Road
franchise, citing the Defendants' failure to pay fees as required
by the franchise agreement.  The parties commenced settlement
negotiations but failed to reach a deal.

The Defendants continued to operate the Paradise Road restaurant
as a Ruth's Chris Steak House restaurant, and the Plaintiff filed
the lawsuit on March 26, 2010.  On June 24, 2010, the Plaintiff
filed a Motion for Preliminary Injunction.  On July 26, 2010 --
the day before the scheduled hearing -- both Defendants filed
Chapter 11 bankruptcy petitions in Nevada, staying the lawsuit.

A copy of the Court's Oct. 12, 2011 Order is available at
http://is.gd/Qw8khYfrom Leagle.com.

T-Fab, Inc., which does business as Ruth's Chris Steak House, and
Wayne M. Taylor filed separate Chapter 11 petitions (Bankr. D.
Nev. Case Nos. 10-23921 and 10-23923) on July 26, 2010.  Judge
Mike K. Nakagawa presides over the case.  David A. Colvin, Esq. --
dcolvin@marquisaurbach.com -- at Marquis & Aurbach, serves as the
Debtors' counsel.  T-Fab estimated up to $50,000 in assets and $1
million to $10 million in debts.  The petition was signed by
Marcel Taylor, president.


TRI-VALLEY VINEYARDS: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Tri-Valley Vineyards, LLC
        3189 Independence Drive
        Livermore, CA 94551

Bankruptcy Case No.: 11-70942

Chapter 11 Petition Date: October 14, 2011

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

Judge: William J. Lafferty

Debtor's Counsel: Joan M. Chipser, Esq.
                  LAW OFFICES OF JOAN M. CHIPSER
                  1 Green Hills Court
                  Millbrae, CA 94030
                  Tel: (650)697-1564
                  E-mail: joanchipser@sbcglobal.net

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

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

The Company's list of its four largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/canb11-70942.pdf

The petition was signed by John T. Kontrabecki, authorized agent.


TRIPLE POINT: Moody's Assigns 'B2' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating to
new issuer Triple Point Group Holdings, Inc., the parent of Triple
Point Technologies, Inc. (TPT) pending the purchase of a majority
stake by funds affiliated with private equity group Welsh, Carson,
Anderson & Stowe. Moody's also assigned B1 ratings to TPT's first
lien debt facilities. The first lien facilities along with
subordinated debt and equity provided by the financial sponsors
will be used to acquire the company and acquire QMASTOR, Inc. The
ratings outlook is stable.

RATINGS RATIONALE

The B2 corporate family rating reflects Triple Point's high
leverage, small size, reliance on service revenues and relatively
short operating history. The ratings also recognize the company's
strong niche position in the fast growing energy trading and risk
management ("ETRM") software industry and early mover advantage in
the broader commodity management ("CM") software industry. Pro
forma leverage is approximately 6.1x (on a Moody's adjusted basis
based on LTM September 2011 financials), a level that is
considered high for a B2 rated company of its size. The double
digit growth potential of the ETRM and CM markets and Triple
Point's strong position within those markets provides some comfort
that despite economic headwinds the company will be able to reduce
leverage in 2012. The company's acquisitive nature will however
mean that while we expect leverage to decline initially, debt
repayments are unlikely and reductions in leverage will come
mainly from growth in EBITDA. We expect demand for Triple Point's
ETRM and CM software solutions will continue to grow as an
increasing number of companies are compelled to better manage and
monitor their physical commodity positions.

Liquidity is supported by a $20 million undrawn revolver and
modest levels of expected free cash flow ($12-15 million in 2012).
A $20 million delayed draw mezzanine loan is available to fund the
acquisition of QMASTOR.

The stable outlook reflects our expectation that the company will
continue to grow and reduce leverage through EBITDA growth. The
outlook also accommodates continued modest acquisition activity.
The ratings could face downward pressure if the company were to
make a large debt financed acquisition which resulted in leverage
likely remaining above 6.0x for an extended period or if growth
were to materially slow. Given the small scale of the company and
the aggressive financial policies, an upgrade is unlikely in the
near term.

The following ratings were assigned:

Corporate family rating: B2

Probability of default: B2

$20 million Sr. Secured Revolver due 2016, B1 (LGD3 -- 30%)

$165 million Sr. Secured Term Loan due 2017, B1 (LGD3 -- 30%)

Ratings outlook: stable

Ratings on the proposed debt instruments were determined in
conjunction with Moody's Loss Given Default Methodology. The
senior secured debt facilities are rated one notch above the
corporate family rating reflecting their position in the capital
structure.

The principal methodology used in this rating was Moody's Global
Software Methodology published in May 2009. Please see the Credit
Policy page on www.moodys.com for a copy of this methodology.

Triple Point, a provider of commodity management and energy
trading and risk management software is headquartered in Westport,
CT.


TXU CORP: Bank Debt Trades at 27% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 72.55 cents-on-the-dollar during the week
ended Friday, Oct. 14, 2011, an increase of 3.65 percentage points
from the previous week according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  The Company pays
350 basis points above LIBOR to borrow under the facility.  The
bank loan matures on Oct. 10, 2014.  The loan is one of the
biggest gainers and losers among 78 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
Friday.

                       About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.  The Company
delivers electricity to roughly three million delivery points in
and around Dallas-Fort Worth.
EFH Corp. was created in October 2007 in a $45 billion leverage
buyout of Texas power company TXU in a deal led by private-equity
companies Kohlberg Kravis Roberts & Co. and TPG Inc.

The Company's consolidated balance sheets at Dec. 31, 2010, showed
$46.388 billion in total assets, $52.299 billion in total
liabilities, and a stockholders' deficit of $5.911 billion.

                          *     *     *

In April 2011, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating, 'Caa3' Probability of Default Rating and
SGL-4 Speculative Grade Liquidity Ratings of EFH.  Outlook is
stable.  EFH's Caa2 CFR and Caa3 PDR reflect a financially
distressed company with limited financial flexibility; its capital
structure appears to be untenable, calling into question the
sustainability of the business model; and there is no expectation
for any meaningful debt reduction over the next few years, beyond
scheduled amortizations.

At the end of February 2011, Fitch Ratings it does not expect to
take any immediate rating action on EFH's Texas Competitive
Electric Holdings Company LLC or their affiliates based on recent
default allegations from lender Aurelius.  EFH carries a 'CCC'
corporate rating, with negative outlook, from Fitch.


TWIN MILLS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Twin Mills Timber & Tie Company, Inc.
        P.O. Box 34
        West Frankfort, IL 62896

Bankruptcy Case No.: 11-41378

Chapter 11 Petition Date: October 14, 2011

Court: U.S. Bankruptcy Court
       Southern District of Illinois (Benton)

Judge: Laura K. Grandy

Debtor's Counsel: Douglas A. Antonik, Esq.
                  ANTONIK LAW OFFICES
                  3405 Broadway
                  P.O. Box 594
                  Mt. Vernon, IL 62864
                  Tel: (618) 244-5739
                  Fax: (618) 244-9633
                  E-mail: antoniklaw@charter.net

Scheduled Assets: $647,163

Scheduled Debts: $1,154,010

The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ilsb11-41378.pdf

The petition was signed by Keith Wilson, secretary.


UNISYS CORP: Fitch Withdraws 'BB-' Issuer Default Rating
--------------------------------------------------------
Fitch Ratings has affirmed and withdrawn the long-term Issuer
Default Rating (IDR) and issue ratings of Unisys Corporation.

Fitch has decided to discontinue the rating, which is
uncompensated.

Fitch affirms and withdraws the following ratings:

  -- IDR at 'BB-';
  -- Senior secured notes at 'BB+';
  -- Senior secured bank credit facility at 'BB+';
  -- Senior unsecured notes at 'BB-';
  -- Mandatorily convertible preferred stock at 'B+'.


UNITED ENGINE.COM: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: United Engine.Com Corp.
        539 E. Carlin Avenue
        Compton, CA 90222

Bankruptcy Case No.: 11-52847

Chapter 11 Petition Date: October 13, 2011

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

Debtor's Counsel: Arturo D. Pena, Esq.
                  LAW OFFICES OF ARTURO PENA
                  7857 Florence Avenue, Suite 210
                  Downey, CA 90240
                  Tel: (562) 928-3777
                  Fax: (323) 421-9369
                  E-mail: arturopenalaw@gmail.com

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

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

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

The petition was signed by Juan Manuel Perez, manager.


US SECURITY: S&P Assigns 'B' Corporate Credit Rating
----------------------------------------------------
Standard & Poor's Rating Services assigned its 'B' corporate
credit rating to Roswell, Ga.-based U.S. Security Associates
Holdings Inc. The outlook is stable.

"At the same time, we assigned our 'B' issue rating (the same as
the corporate credit rating) to the company's first-lien credit
facilities, with a recovery rating of '3', indicating that lenders
could expect meaningful (50% to 70%) recovery in the event of a
payment default or bankruptcy. The first-lien credit facilities
consist of a $75 million revolving credit facility (undrawn
at close), a $305 million term loan, and a $75 million delayed-
draw term loan (undrawn at close). We have not assigned a rating
to the $135 million senior unsecured notes, which are being sold
in a private transaction," S&P stated.

"We are also withdrawing our issue ratings on subsidiary U.S.
Security Holdings Inc. following repayment of its bank debt, and
we are lowering the corporate credit rating on this subsidiary to
'B' from 'B+' due to the additional incremental debt, which
increased the leverage about two turns, and the financial policy,
which we view as more aggressive. The outlook is stable," S&P
said.

"We estimate USS has about $445 million in reported debt
outstanding following the transaction," S&P said.

"The ratings on USS primarily reflect our opinion that the
company's financial risk profile is highly leveraged and its
business risk profile is vulnerable," said Standard & Poor's
credit analyst Nalini Saxena.

"The recent LBO increases USS' leverage to about 5.6x, from 3x
prior to the transaction, while their EBITDA coverage of interest
expense declines to about 2.3x from 4.8x, and the ratio of funds
from operations (FFO) to total debt falls to about 10.0% from 22%.
These credit measures are in line with our indicative ratios for
the 'highly leveraged' rating descriptor," S&P added.


VERECLOUD INC: Schumacher & Associates Raises Going Concern Doubt
-----------------------------------------------------------------
Verecloud, Inc., filed on Sept. 28, 2011, its annual report on
Form 10-K for the fiscal year ended June 30, 2011.

Schumacher & Associates, Inc., in Littleton, Colorado, expressed
substantial doubt about Verecloud's ability to continue as a going
concern.  The independent auditors noted that the Company had
negative working capital and a stockholders' deficit and requires
additional funding to execute on its business plan.

The Company reported a net loss of $6.09 million on $4.42 million
of revenue for the fiscal year ended June 30, 2011, compared with
a net loss of $400,493 on $5.84 million of revenue for the fiscal
year ended June 30, 2010.

The Company's balance sheet at June 30, 2011, showed $1.04 million
in total assets, $3.17 million in total liabilities, and a
stockholders' deficit of $2.13 million.

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

                       http://is.gd/u7VcUx

Englewood, Colorado-based Verecloud, Inc. (OTC BB: VCLD)
-- http://www.verecloud.com/-- is an innovative technology
company that is developing Cloudwrangler(TM), a cloud service
brokerage platform, which connects and integrates cloud service
suppliers to small and medium size businesses (SMBs) through
multiple distribution channels.


VITRO SAB: Affiliates Attack $99-Million Bondholder Demand
----------------------------------------------------------
Eric Hornbeck at Bankruptcy Law360 reports that affiliates of
Vitro SAB de CV told a New York judge Friday that bondholders were
trying to jump in front of other creditors and undermine
restructuring efforts by demanding about $99 million in interest
payments.

                         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 is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in debt
from bondholders.  The tender offer would 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.

           Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for Civil
and Labor Matters for the State of Nuevo Leon, commencing its
voluntary concurso mercantil proceedings -- the Mexican equivalent
of a prepackaged Chapter 11 reorganization.  Vitro SAB also
commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  The judge said Vitro couldn't push through
a plan to buy back or swap US$1.2 billion in debt from bondholders
based on the vote of US$1.9 billion of intercompany debt when
third-party creditors were opposed.  Vitro as a result dismissed
the first Chapter 15 petition following the ruling by the Mexican
court.

On April 12, 2011, an appellate court in Mexico reinstated the
reorganization.  Accordingly, Vitro SAB on April 14 re-filed a
petition for recognition of its Mexican reorganization in U.S.
Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754).

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                     Chapter 11 Proceedings

A group of noteholders opposed 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.  Together, they held US$75 million, or approximately 6%
of the outstanding bond debt.  The Noteholder group 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 15 other affiliates on Nov. 17, 2010.

Vitro 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 US$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).

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were subject
to the involuntary petitions into voluntary Chapter 11.  The Texas
Court on April 21 denied involuntary petitions against the eight
U.S. subsidiaries that didn't consent to being in Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah Link
Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas,
Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq., and Alexis
Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York,
as counsel.  Blackstone Advisory Partners L.P. serves as financial
advisor to the Committee.


WEST BRANCH: S&P Lowers Rating on Series 1999 Bonds to 'BB-'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'BB-' from 'BB' on John Tolfree Health System Corp., Mich.'s
(doing business as West Branch Regional Medical Center) series
1999 mortgage revenue and refunding bonds. The outlook is stable.

"The rating action reflects our view of continued declining
volumes and loss of market share resulting in operating losses in
fiscal 2011 to date," said Standard & Poor's credit analyst Avanti
Paul.

The 'BB-' ratings further reflect S&P's view of:

    Recruitment of two surgeons to a small medical staff, which
    has increased surgery volumes;

    Addition of a wound care center and hyperbaric medicine
    program that should re-capture some market share;

    Implementation of several cost reduction initiatives,
    resulting in lower operating losses, although these losses are
    behind budgeted expectations;

    Good maximum annual debt service coverage; and

    No additional debt plans.

"The stable outlook reflects our anticipation that the system will
improve its operating performance through its several cost saving
initiatives and efforts to recapture market share," S&P said.


WHITING PETROLEUM: S&P Affirms 'BB' Issue-Level Ratings
-------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Whiting Petroleum Corp.'s senior subordinated debt to '4' from
'3', reflecting its expectation of average (30% to 50%) recovery
for creditors in the event of a payment default. "At the same
time, we affirmed our 'BB' issue rating on the company's existing
$250 million 7% senior subordinated notes due 2014 and $350
million 6.5% senior subordinated notes due 2018. The issue rating
is in line with the corporate credit rating on Whiting," S&P
related.

"Whiting disclosed that it increased the size of its secured
borrowing base to $1.5 billion from $1.1 billion, which results in
less value for the unsecured creditors in our simulated default
scenario. In our analysis, we assume the company's borrowing base
will be fully drawn (limited to 85% of our PV10 valuation) at
default," S&P said.

Ratings List
Whiting Petroleum Corp.
Corporate credit rating             BB/Stable/--

Recovery Ratings Revised; Ratings Affirmed
                                     To        From
Whiting Petroleum Corp.
$250 mil 7% sr sub nts due 2014     BB        BB
  Recovery rating                    4         3
$350 mil 6.5% sr sub nts due 2018   BB        BB
   Recovery rating                   4         3


* Jeffrey Schwartz Joins Brown Rudnick's New York Office
--------------------------------------------------------
Brown Rudnick on Oct. 17 announced that restructuring veteran H.
Jeffrey Schwartz has joined the Firm's Bankruptcy & Corporate
Restructuring Group in the New York office.  Mr. Schwartz's
arrival bolsters Brown Rudnick's position as the go-to firm for
legal advice in relation to the restructuring of corporate and
structured credits.

With over 30 years of experience, Mr. Schwartz has an
international practice representing debtors, committees, monoline
insurers, distressed debt funds, hedge funds, and other major
parties in large, complex and sophisticated reorganization cases.
He has extensive trial experience as well as a long track record
of successful out-of-court restructurings in the US and throughout
Europe.

Recognized globally as a leading practitioner, Mr. Schwartz is
best known for developing innovative solutions to complex and
often novel reorganization issues.  His counsel is frequently
sought by boards facing distress, and his business and financial
acumen has been recognized through service as a Director on
numerous boards of both private and publicly traded corporations.
Before joining Brown Rudnick, Mr. Schwartz served as the Chair of
DLA Piper's Restructuring Practice Group, and prior to that was
Co-Leader of the Global Business Restructuring & Reorganization
Practice Group at Dechert LLP.

At Brown Rudnick, Jeff will expand the Firm's company-side
representation, working closely with Bankruptcy & Corporate
Restructuring Group Practice Leaders Ed Weisfelner and Louise
Verrill, as well as other members of this award-winning practice.
Jeff will also collaborate with the Litigation Group on high-end,
complex national and international litigation matters.

Brown Rudnick's CEO Joseph F. Ryan said, "Mr. Schwartz is a world-
class restructuring lawyer whose addition increases the breadth of
our insolvency practice and strengthens the Firm's brand as an
international powerhouse.  Mr. Schwartz will be a valuable asset
to our clients, as they look for sophisticated legal and business
advice amid the turmoil in the global credit markets."

Since the early 1980s, Brown Rudnick's Bankruptcy and Corporate
Restructuring Group has been among the pioneers representing high-
yield investors and fund managers to bring an unprecedented level
of financial sophistication, innovation and aggressiveness to
bankruptcy cases and debt restructurings.  Today, Brown Rudnick
has one of the largest restructuring and bankruptcy groups with
more than 65 lawyers dedicated to this practice area.

The Group has successfully represented an impressive list of
official and ad hoc committees, general unsecured creditors,
equity holders and other central parties in many of the largest
and most complex insolvencies and restructurings.  Most recently,
the Group has represented a variety of creditors in relation to
Anglo Irish Bank, Allied Irish Banks and The Bank of Ireland, as
well as in LyondellBasell, Six Flags, Visteon Corporation, Tribune
Corporation, Washington Mutual, Inc., and American Safety Razor,
among many others.

                     About Brown Rudnick LLP

Brown Rudnick -- http://www.brownrudnick.com-- is an AmLaw 200
firm with offices in the United States and Europe.  With
relentless focus on the client's objectives, the Firm represents
clients from around the world in high stakes litigation and
business transactions.  The Firm's clients include public and
private corporations, hedge funds, venture capital funds, private
equity funds, multinational Fortune 100 businesses, and start-up
enterprises.  The Firm also represents investors, as well as
official and ad hoc creditors' committees in today's largest
corporate restructurings, both domestically and abroad.  Brown
Rudnick is among the vanguard of law firms advising clients in
times of unprecedented opportunity, capital convergence and cross-
border uncertainty.  The Brown Rudnick Center for the Public
interest is an innovative model combining the Firm's pro bono,
charitable giving and community volunteer efforts.


* Large Companies With Insolvent Balance Sheet
----------------------------------------------

                                           Total
                                          Share-      Total
                                Total   Holders'    Working
                               Assets     Equity    Capital
  Company         Ticker        ($MM)      ($MM)      ($MM)
  -------         ------       ------    -------   --------
ABSOLUTE SOFTWRE  ABT CN        116.7      (13.2)      (2.9)
ACCO BRANDS CORP  ABD US      1,135.8      (28.3)     339.3
ALASKA COMM SYS   ALSK US       615.6      (37.7)      20.4
AMC NETWORKS-A    AMCX US     2,110.5   (1,099.4)     514.7
AMER AXLE & MFG   AXL US      2,195.4     (357.9)      50.1
AMERISTAR CASINO  ASCA US     2,067.1     (121.9)     (40.8)
ANOORAQ RESOURCE  ARQ SJ      1,016.8     (119.1)      20.8
AUTOZONE INC      AZO US      5,869.6   (1,254.2)    (638.5)
BLUEKNIGHT ENERG  BKEP US       327.4      (45.5)     (90.0)
BOSTON PIZZA R-U  BPF-U CN      146.1     (101.0)       1.3
CABLEVISION SY-A  CVC US      6,975.1   (5,439.8)    (703.4)
CARBONITE INC     CARB US        42.4      (15.7)     (25.4)
CC MEDIA-A        CCMO US    16,882.1   (7,270.0)   1,501.0
CENTENNIAL COMM   CYCL US     1,480.9     (925.9)     (52.1)
CENVEO INC        CVO US      1,410.8     (330.1)     223.4
CHEFS WAREHOUSE   CHEF US        95.8      (45.1)       6.9
CHENIERE ENERGY   CQP US      1,726.6     (559.0)      22.7
CHENIERE ENERGY   LNG US      2,619.8     (430.3)    (103.2)
CHOICE HOTELS     CHH US        441.3      (27.9)       6.5
CINCINNATI BELL   CBB US      2,658.5     (633.6)      30.5
CLOROX CO         CLX US      4,163.0      (86.0)     (86.0)
DENNY'S CORP      DENN US       286.7      (99.5)     (39.9)
DIRECTV-A         DTV US     19,177.0   (1,399.0)   1,270.0
DISH NETWORK-A    DISH US    12,827.7      (92.6)   2,164.2
DISH NETWORK-A    EOT GR     12,827.7      (92.6)   2,164.2
DOMINO'S PIZZA    DPZ US        487.0   (1,171.4)     167.9
DUN & BRADSTREET  DNB US      1,767.1     (567.8)    (483.7)
ECOSYNTHETIX INC  ECO CN         45.2     (346.7)      32.2
EXELIXIS INC      EXEL US       454.2      (81.8)      90.2
FRANCESCAS HOLDI  FRAN US        69.7       (0.1)      22.8
FREESCALE SEMICO  FSL US      4,583.0   (4,401.0)   1,329.0
GENCORP INC       GY US         994.2     (143.4)     102.2
GLG PARTNERS INC  GLG US        400.0     (285.6)     156.9
GLG PARTNERS-UTS  GLG/U US      400.0     (285.6)     156.9
GRAHAM PACKAGING  GRM US      2,947.5     (520.8)     298.5
GRAMERCY CAPITAL  GKK US      5,278.7     (548.4)       -
HCA HOLDINGS INC  HCA US     23,877.0   (7,534.0)   2,613.0
HUGHES TELEMATIC  HUTC US       100.6      (94.9)     (28.3)
INCYTE CORP       INCY US       416.7     (136.3)     281.3
IPCS INC          IPCS US       559.2      (33.0)      72.1
ISTA PHARMACEUTI  ISTA US       135.7      (66.5)      10.4
JUST ENERGY GROU  JE CN       1,471.5     (208.2)    (299.7)
JUST ENERGY GROU  JSTEF US    1,471.5     (208.2)    (299.7)
LIZ CLAIBORNE     LIZ US      1,247.3     (211.1)     (52.7)
LORILLARD INC     LO US       2,498.0     (831.0)     904.0
MAINSTREET EQUIT  MEQ CN        475.2      (10.5)       -
MANNKIND CORP     MNKD US       228.4     (245.4)       5.3
MEAD JOHNSON      MJN US      2,526.1     (184.5)     652.4
MERITOR INC       MTOR US     2,838.0     (963.0)     226.0
MOODY'S CORP      MCO US      2,744.6      (16.6)     691.1
MORGANS HOTEL GR  MHGC US       604.4      (51.3)     112.0
NATIONAL CINEMED  NCMI US       817.6     (329.8)    (110.0)
NEXSTAR BROADC-A  NXST US       558.0     (183.4)      35.4
NPS PHARM INC     NPSP US       253.3      (27.3)     201.5
OTELCO INC-IDS    OTT-U CN      317.0       (8.6)      21.8
OTELCO INC-IDS    OTT US        317.0       (8.6)      21.8
PALM INC          PALM US     1,007.2       (6.2)     141.7
PDL BIOPHARMA IN  PDLI US       284.3     (293.5)      (4.6)
PLAYBOY ENTERP-A  PLA/A US      165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B  PLA US        165.8      (54.4)     (16.9)
PRIMEDIA INC      PRM US        208.0      (91.7)       3.6
PROTECTION ONE    PONE US       562.9      (61.8)      (7.6)
QUALITY DISTRIBU  QLTY US       279.4     (113.4)      47.2
QWEST COMMUNICAT  Q US       16,849.0   (1,560.0)  (2,828.0)
RAPTOR PHARMACEU  RPTP US        20.5      (14.6)     (21.4)
REGAL ENTERTAI-A  RGC US      2,367.9     (538.3)     (72.9)
RENAISSANCE LEA   RLRN US        57.0      (28.2)     (31.4)
REVLON INC-A      REV US      1,100.0     (677.5)     144.6
RSC HOLDINGS INC  RRR US      2,949.6      (59.2)    (205.0)
RURAL/METRO CORP  RURL US       303.7      (92.1)      72.4
SALLY BEAUTY HOL  SBH US      1,725.5     (260.7)     429.3
SINCLAIR BROAD-A  SBGI US     1,497.3     (135.3)      69.0
SINCLAIR BROAD-A  SBTA GR     1,497.3     (135.3)      69.0
SKULLCANDY INC    SKUL US       108.5      (12.5)      33.2
SMART TECHNOL-A   SMA CN        574.8      (17.3)     194.3
SMART TECHNOL-A   SMT US        574.8      (17.3)     194.3
SUN COMMUNITIES   SUI US      1,322.8      (65.4)       -
TAUBMAN CENTERS   TCO US      2,495.4     (426.8)       -
THERAVANCE        THRX US       303.1      (37.5)     253.4
TOWN SPORTS INTE  CLUB US       450.6       (4.3)     (35.4)
UNISYS CORP       UIS US      2,642.9     (661.8)     374.7
VECTOR GROUP LTD  VGR US        941.2      (50.1)     257.6
VERISIGN INC      VRSN US     1,795.6       (4.2)     873.4
VERISK ANALYTI-A  VRSK US     1,408.1     (144.4)    (216.1)
VIRGIN MOBILE-A   VM US         307.4     (244.2)    (138.3)
WARNER MUSIC GRO  WMG US      3,583.0     (289.0)    (630.0)
WEIGHT WATCHERS   WTW US      1,104.5     (542.4)    (274.4)
WORLD COLOR PRES  WC CN       2,641.5   (1,735.9)     479.2
WORLD COLOR PRES  WCPSF US    2,641.5   (1,735.9)     479.2
WORLD COLOR PRES  WC/U CN     2,641.5   (1,735.9)     479.2




                           *********

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.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, 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 2011.  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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