---

         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, October 20, 2011, Vol. 15, No. 291

                            Headlines

785 PARTNERS: Court Approves Miller Cicero as Appraiser
785 PARTNERS: Taps Weitzman Group as Financial Consultant
A&O LIFE: Melville Sells Insurance Portfolio for $4.84 Million
ACADIA HEALTHCARE: Moody's Assigns 'B1' Corporate Family Rating
AG FERRARI: No Near-Term Plans to Merge With Andronico's

AQUILEX HOLDINGS: Royal Bank Agrees to Forbear Until Dec. 8
ALEXANDER GALLO: Creditors Ask Court to Authorize Investigation
ALTER COMMUNICATIONS: Has Oct. 21 Deadline to File Joint Plan
AMC ENT: Fitch Affirms 'B' IDR, Drops Outlook to Negative
AMERICAN COMMUNITY: Puts Virginia-Based Newspapers Up for Sale

AMERICAN ENERGY: Morrill & Associates Raises Going Concern Doubt
AMERIGAS PARTNERS: Moody's Affirms Ba2 Corporate on Heritage Deal
AMERIGAS PARTNERS: Fitch Affirms 'BB+' Issuer Default Rating
AMERITYRE CORP: Posts $841,100 Net Loss in Fiscal 2011
ANDRONICO'S MARKETS: No Near-Term Plans to Merge With AG Ferrari

ASARCO LLC: Judge Says Grupo Mexico Owes $1.3-Bil. on Deal
ASPECT COMPUTER: No Fraudulent Transfer to Represent Officer
ATLANTIC POWER: Moody's Assigns 'Ba3' Corporate Family Rating
AURA SYSTEMS: Incurs $5.8 Million Net Loss in Aug. 31 Quarter
BERNARD L. MADOFF: Feeder Fund Investors' Claims to be Decided

BLOCKBUSTER CANADA: Receiver Seeks Dismissal of Ch. 15 Case
BLUEGREEN CORP: To Sell Communities to Southstar for $31.5-Mil.
BOUNDARY BAY: Shulman Hodges Okayed as Committee's General Counsel
BOUNDARY BAY: Joel M. Pores Approved to Handle Rafael Action
BRIGHAM EXPLORATION: Outstanding Shares to be Acquired by Statoil

CAGLE'S INC: File Voluntary Petitions to Reorganize
CENTRAL FALLS, RI: Health Care for Life Ends for Police Commander
CHEF SOLUTIONS: Has Interim Access to $4-Mil. Wells DIP Facility
CHEF SOLUTIONS: Has Interim Access $5-Mil. Reser DIP Facility
CHINA GINSENG: Meyler & Company Raises Going Concern Doubt

CHINA INFRASTRUCTURE: Posts $136.5 Million Net Loss in Fiscal 2011
CHRYSLER GROUP: Plans $165MM Expansion of Sterling Heights Plant
CLEARWIRE CORP: Highside Capital Owns 6.5% of Class A Shares
CNS RESPONSE: Extends Maturity of Subordinated Notes to 2012
COLONY RESORTS: Peter Weidman Resigns as Director

COMVEST LTD: Bankruptcy Trustee Sues Two Officials
CROSS BORDER: 965,000 Common Shares Options Canceled
DALLAS STARS: FTC Approves Gaglardi's $265 Million Bid
DANA HOLDING: Moody's Lifts Rating, Predicts Strong Earnings
DAYBREAK OIL: Incurs $259,000 Net Loss in August 31 Quarter

D.C. DEVELOPMENT: Financial Woes Cue Chapter 11 Bankruptcy Filing
D.C. DEVELOPMENT: Case Summary & 19 Largest Unsecured Creditors
DECORATOR INDUSTRIES: Final Cash Collateral Hearing on Oct. 25
DECORATOR INDUSTRIES: Final Hearing on Genovese Hiring on Oct. 25
DECORATOR INDUSTRIES: Sec. 341 Creditors' Meeting Set for Nov. 1

DISH NETWORK: Moody's Upgrades CFR to 'Ba2', Outlook Stable
DRINKS AMERICAS: Steven Dallas Elected to Board of Directors
DYNAMIC BUILDERS: Files Copies of Plan Implementation Documents
EASTMAN KODAK: Bondholders Aiming to Profit From Bankruptcy Sale
EL PASO: Fitch Puts 'BB+ Issuer Default Rating on Watch Negative

ELBIT VISION: Launches IQ-TEX 4, Receives More Than $1-Mil. Orders
EMPRESAS BASTARD: Sec. 341 Creditors' Meeting Set for Nov. 18
ENERGY TRANSFER: Fitch Affirms Issuer Default Rating at 'BB-'
FARMINGTON AMERICAN: Files for Ch. 11 Bankruptcy to Sell Building
FIRST FOLIAGE: Jorge Costales OK'd to Audit '09-'10 401(k) Plan

FKF MADISON: Judge Denies Probe Request in Bankruptcy
FOOTHILLS PEDIATRICS: Grand Jury Indicts Doctor on Stem Cell Case
FRIENDLY ICE CREAM: Landlords Protest Over Chain's Sale Plans
GARDENS OF GRAPEVINE: Palmeiro Needs Five Years to Sell Property
GLOBAL CASINOS: Posts $1.4 Million Net Loss in Fiscal 2011

GRACEWAY PHARMA: Asks Bankruptcy Court to Value Canadian Assets
GRACEWAY PHARMA: Proofs of Claim Due 60 Days After Schedules
GREAT ATLANTIC: Proposes $18.32-Mil. Replacement Letter of Credit
GREYSTONE LOGISTICS: Delays Filing of Quarterly Report
GSC GROUP: Amends Plan and Disclosure Statement

GUAM WATERWORKS: Fitch Affirms Rating on $212 Mil. Bonds at 'BB'
HOVNANIAN ENTERPRISES Extends, Sweetens Debt Exchange Terms
IDEARC INC: 5th Cir. Rejects Spencer Committee's Plan Appeal
INNKEEPERS USA: Reaches Deal With Cerberus and Chatham
INTERNATIONAL BARRIER: BDO Canada Raises Going Concern Doubt

INTERNATIONAL ENERGY: 15% Recovery for Unsec. Claims in 6 Yrs.
INVESTORS LENDING: Taps the Law Firm of James L. Drake as Counsel
JACOBS FINANCIAL: Delays Filing of Quarterly Report on Form 10-Q
JK HARRIS: IRS Problem Solver Files to Stop Receiver Hearing
JOHN D. OIL: Attempting to Settle Loan Default with Charter One

JOHN WILSON: Files for Chapter 11 to Stave Off Foreclosure
KATHLEEN WOLF: Foreclosure and Eviction Cases Remanded
KINDER MORGAN: Fitch Puts 'BB+' IDR on Watch Negative
KINGSBURY CORP: Seeks Access to $300,000 Diamond DIP Financing
KINGSBURY CORP: Wants Access to Leinholders' Cash Collateral

LEHMAN BROTHERS: Deutsche Not Suffering Buyer's Remorse on Claims
LINDSAY LAMPASONA: Files for Chapter 11 Bankruptcy Protection
LOS ANGELES DODGERS: Balk at Season Ticket Holders' Committee Bid
LYRIC OPERA: Will File for Chapter 11 Bankruptcy Protection
M WAIKIKI: Files Schedules of Assets and Liabilities

MAGNESIUM CORP: $4.1MM Avoidance Suit v. Williams Goes to Trial
MANISTIQUE PAPERS: Can Borrow Up to $2 Million from mBank
MANISTIQUE PAPERS: Ashby & Geddes OK'd as Panel's Delaware Counsel
MANISTIQUE PAPERS: Committee Taps J.H. Cohn as Financial Advisors
MANISTIQUE PAPERS: Lowenstein Sandler OK'd as Committee Counsel

MAQ MANAGEMENT: McIntyre Panzarella OK'd as Replacement Counsel
MARANI BRANDS: Confirms it Has Never Been a "Shell Company"
MARCO POLO SEATRADE: Judge OKs Deal to Wipe Away $48-Million Claim
MASTER LAND: Files for Chapter 11 Bankruptcy Protection
MINOR HOTEL: Court Extends Plan Filing Deadline to Jan. 13

MOHEGAN TRIBAL: Files Sept. Statistical Report for Mohegan Sun
MOORE SORRENTO: Plan Provides for 100% Recovery on Claims
MURDER INC: Multiple Lawsuits Prompt Chapter 11 Bankruptcy Filing
NAVISTAR INT'L: Directors Nomination Deadline Extended to Nov. 15
NCO GROUP: APAC Customer Services Acquired by One Equity Partners

NEW GENERATION: Inks 3rd Amendment Agreement with Alpha Capital
NORTEL NETWORKS: $4.5 Billion IP Deal Still Under DOJ Review
NORTHERN BERKSHIRE: Can Use Wells Cash Collateral Until Nov. 3
NORTHERN BERKSHIRE: Plan Outline Hearing Continued Until Nov. 3
NOVEMBER 2005: North Las Vegas Project Set for Dec. 12 Auction

NUTRITION 21: Posts $3 Million Net Loss in Fiscal Year 2011
OTERO COUNTY: Creditors Have Until Dec. 12 to File Claims
PACIFIC DEVELOPMENT: Taps Marquiss to Appraise Heritage Village
PACIFICUS REAL ESTATE: Court Approves Carmody Meach as Accountant
PACIFICUS REAL ESTATE: Has Deal With Lender, Asks Case Dismissal

PETTERS COMPANY: Ch. 11 Trustee Taps LM+Co as Financial Advisor
PETTERS COMPANY: Haynes and Boone OK'd for IP Assets Maintenance
PETTERS COMPANY: Trustee Taps Martin McKinley as Financial Advisor
PREMIER GOLF: FENB Motion to Ban Cash Collateral Use Denied
PREMIER GOLF: Plan Offers Full Payment After 28 Months

PREMIER GOLF: Court OKs Charles E. Brumfield as In-House Counsel
RCS CAPITAL: To File Plan in 20 Days; Wants Claims Bar Date
RCS CAPITAL: Hiring Michael W. Carmel as Bankruptcy Counsel
RCS CAPITAL: Sec. 341 Creditors' Meeting Set for Nov. 15
R.E. LOANS: Taps Hines Smith as Litigation and Outside Counsel

R.E. LOANS: Court OKs Interim Access to $7-Mil. in DIP Loans
REAL MEX: U.S. Trustee Appoints Official Creditors' Committee
REAL MEX: Proposes to Hire Bankruptcy Advisors
REOSTAR ENERGY: Court Approves Updike Kelly as Attorneys
RHODE ISLAND: Fitch Lowers Rating on $17.6 Mil. Bonds to 'CCC'

R.L. ADKINS: Converts Involuntary Case to Chapter 11 Proceeding
ROBERT KEITH MILLER: Court Junks Suit Over Noise Ordinance
SAGAMORE PARTNERS: Obtains Court Okay to Use Hotel Revenues
SANITARY AND IMPROVEMENT: Files Chapter 9 Plan of Adjustment
SBARRO INC: Wants Plan Filing Deadline Extended to Dec. 30

SEMGROUP LP: SEC, Ex CEO Settle Case Involving Energy Trades
SEQUENOM INC: Sequenom CMM Launches MaterniT21 LDT
SL6 LLC: Sec. 341 Creditors' Meeting Set for Nov. 17
SOLYNDRA LLC: Retains Heritage Global to Conduct Public Auction
SOLYNDRA LLC: Republican Lawmaker Questions Investor's Tax Breaks

SOLYNDRA LLC: In Talks With 25 Potential Bidders
SOLYNDRA LLC: Avoids Having Trustee Take Over Management
SOUTH EDGE: JPMorgan Wins Court Nod to Oust Squire Sanders
SOUTHEAST REGENCY: Court Dismisses Chapter 11 Case
STA-CARE: Will Close Business This Week; Leaves 50 Workers Jobless

STEPHEN PAUL WALLACE: May Proceed With Lawsuit In Forma Pauperis
STORY BUILDING: Disclosure Statement Hearing Continued to Dec. 15
TECHNEST HOLDINGS: Wolf & Company Raises Going Concern Doubt
TELETOUCH COMMUNICATIONS: Incurs $772,000 Loss in Aug. 31 Quarter
TEMPLE BETH: Files for Bankruptcy to Avert Foreclosure

TERRA-GEN FINANCE: Fitch Rates $250-Mil. Loan Facility at 'BB-'
THELEN LLP: Ex-Partners Object to Chapter 7 Trustee's $5MM Deals
THERMOENERGY CORP: Files Amendment No.4 to Form S-1
UNI CORE: Posts $8.0 Million Net Loss in Fiscal 2011
UNITED AMERICAN: UHY LLP Raises Going Concern Doubt

VERTUE INC: Moody's Cuts Corporate Family Rating to 'Caa2'
VITESSE SEMICONDUCTOR: William Martin Holds 8.2% Equity Stake
WASHINGTON MUTUAL: Court Approves Insurance Policies Motion
WESTERN COMMS: Has Until Nov. 15 to File Plan of Reorganization
WILLARD FRAZIER: Court Defers Ruling on Usurious Loan

WISP RESORT: Files for Chapter 11 Protection
WSP HOLDINGS: Posts $19.2 Million Net Loss in Q2 Ended June 30

* Chapter 13 Debtor May Sue on Pre-Bankruptcy Claim
* Missing Note Trips Up Mortgage Lender in 8th Cir. BAP Ruling
* Debt of Dissolved Company Not Discharged for Owners

* Rise in 3Q NFP Healthcare Upgrades Not Likely to Continue

* SecondMarket Says Q3 Bankruptcy-Claims Trading Hits 2011 High
* GAO Report Confirms Asbestos Bankruptcy Trust System is Broken
* Fitch Says Defaults by Junk-Rated Issuers Lower Than Expected

* Strategic Value Raises $750M for New Special Situations Fund

* Recent Small-Dollar & Individual Chapter 11 Filings



                            *********



785 PARTNERS: Court Approves Miller Cicero as Appraiser
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized 785 Partners LLC to employ Miller Cicero LLC as
appraiser.

The firm will prepare an appraisal of the Debtor's apartment
building located at 785 Eighth Avenue in New York, provide any
required testimony in connection with the appraisal, and review
and consult with the Debtor respecting any appraisals prepared by
First Manhattan's experts.

The firm will be paid $20,000, for the preparation of the
appraisal of the building, inclusive of all expenses.

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

                      About 785 Partners LLC

785 Partners LLC owns a 42-story building on 785 Eighth Avenue,
New York.  The developer intended to sell 122 condominium units,
but it failed to obtain the requisite condominium approvals from
the New York State Attorney General.

The Company obtained $84 million of secured financing in January
2007 from PB Capital Corporation, and TD Bank, N.A.  First
Manhattan later bought the secured claim and says the claim has
risen to $101 million, which is higher than the market value of
the property.

785 Partners LLC filed a Chapter 11 petition (Bankr. S.D.N.Y. Case
No. 11-13702) on Aug. 3, 2011.  Andrew K. Glenn, Esq., at
Kasowitz, Benson, Torres & Friedman LLP, in New York, serves as
counsel to the Debtor.  In its schedules, the Debtor disclosed
$106,000,000 in assets and $95,467,612 in liabilities, all
secured.


785 PARTNERS: Taps Weitzman Group as Financial Consultant
---------------------------------------------------------
785 Partners LLC asks the U.S. Bankruptcy Court for the Southern
District of New York for permission to employ Weitzman Group Inc.
as real estate and financial consultant.

The firm agrees to:

   a) analyze of the building's physical characteristics,
      environment and competitive position in the marketplace,

   b) analyze of the key economic and demographic variables that
      influence the demand for luxury rental and condominium
      housing,

   c) analyze of the Manhattan housing market including
      historical patterns and trends,

   d) analyze of the current investment climate for Manhattan
      residential real estate developments and available sources
      of funding through the debt and equity markets, and

   e) consult with the Debtor concerning a practical and
      achievable debt repayment plan -- respecting First
      Manhattan's claim -- to be included in the Plan, including
      appropriate interest rate terms and a repayment schedule.

The firm will be paid $42,000, plus expenses, for its services.

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

                      About 785 Partners LLC

785 Partners LLC owns a 42-story building on 785 Eighth Avenue,
New York.  The developer intended to sell 122 condominium units,
but it failed to obtain the requisite condominium approvals from
the New York State Attorney General.

The Company obtained $84 million of secured financing in January
2007 from PB Capital Corporation, and TD Bank, N.A.  First
Manhattan later bought the secured claim and says the claim has
risen to $101 million, which is higher than the market value of
the property.

785 Partners LLC filed a Chapter 11 petition (Bankr. S.D.N.Y. Case
No. 11-13702) on Aug. 3, 2011.  Andrew K. Glenn, Esq., at
Kasowitz, Benson, Torres & Friedman LLP, in New York, serves as
counsel to the Debtor.  In its schedules, the Debtor disclosed
$106,000,000 in assets and $95,467,612 in liabilities, all
secured.


A&O LIFE: Melville Sells Insurance Portfolio for $4.84 Million
--------------------------------------------------------------
Jaime L. Brockway at Insurance & Financial Advisor reports that
Melville Capital sold A&O Life Fund's remaining life insurance
portfolio for $4.84 million after the company filed for
bankruptcy.

According to the report, Melville Capital was retained as the life
settlement broker and advisor to Jeff Marwil, partner of law firm
Proskauer Rose, the trustee for A&O in connection with bankruptcy
proceedings.  The firm said it produced $3.42 million in this
latest sale and $4.84 million in total.

The report says A&O's principal business was acting as a buyer of
existing life insurance policies.  Each of the A&O Life Fund
entities filed for Chapter 11 bankruptcy protection in Chicago
Sept. 2, 2009.  Documents filed in the bankruptcy court list more
than 700 individual investors as creditors, according to Melville
Capital.

Mr. Brockway notes Brent Oncale, former principal of A&O entities,
pleaded guilty Nov. 10, 2010, to a two-count criminal information
alleging conspiracy to commit mail fraud and conspiracy to commit
money laundering involving losses to investors of more than $50
million.  Mr. Oncale said he admitted to making material
misrepresentations and omissions to investors about A&O. He also
admitted that he and his co-conspirators failed to inform A&O
investors that the vast majority of investor money was used for
purposes unrelated to purchasing and maintaining portfolios of
life settlements.


ACADIA HEALTHCARE: Moody's Assigns 'B1' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service assigned B1 Corporate Family and
Probability of Default Ratings to Acadia Healthcare Company, Inc.
Moody's also assigned a B3 (LGD 5, 77%) rating to the company's
proposed $150 million senior unsecured note offering. This is the
first time Moody's has assigned ratings to Acadia. Moody's
understands that the proceeds of the note offering will be used to
fund a portion of the merger of Acadia with PHC, Inc. (Pioneer
Behavioral Health or Pioneer). The rating outlook is stable.
Moody's also assigned a Speculative Grade Liquidity Rating of SGL-
2.

The rating actions are subject to the conclusion of the
transaction as proposed and Moody's review of final documentation.

Following is a summary of ratings assigned.

Corporate Family Rating, B1

Probability of Default Rating, B1

$150 million senior unsecured notes due 2018, B3 (LGD 5, 77%)

Speculative Grade Liquidity Rating, SGL-2

RATINGS RATIONALE

Acadia's B1 Corporate Family Rating reflects Moody's expectation
of continued EBITDA growth and stable cash flow generation as the
company further integrates facilities added in the April 2011
acquisition of Youth and Family Centered Services (YFCS) and the
Pioneer facilities to be acquired in the current transaction.
While Moody's acknowledges that expected pro forma debt to EBITDA
of approximately 5.3 times is considerable, Moody's anticipates
that successful integration will result in continued improvement
in leverage, interest coverage and cash flow coverage of debt
metrics. However, the rating also incorporates Moody's belief that
there is risk associated with the integration of two large
acquisitions and the expectation that the company will continue to
look to add scale -- which is modest when compared to other
corporate issuers -- through additional acquisitions and expansion
of existing facilities. A significant reliance on revenue from
Medicaid patients could also result in continued pressure on
reimbursement rates as state budgets remain under pressure.

The stable rating outlook reflects Moody's expectation that Acadia
will see improvement in financial metrics to levels it considers
more appropriate for the B1 rating category as recently acquired
facilities are integrated into the operations and the term loan is
repaid in accordance with its relatively aggressive amortization
schedule. The outlook also incorporates Moody's belief that the
company will remain disciplined with respect to the use of
incremental leverage for additional acquisitions or investment in
expansion.

Given the prospective nature of the ratings, Moody's does not
expect an upgrade of the rating in the near term. However, if the
company can reduce leverage below 4.0 times through debt repayment
or improvement in recently acquired facilities while balancing
growth opportunities and acquisitions, Moody's could upgrade the
ratings.

If the company is not able to improve financial metrics from pro
forma levels, including reducing debt to EBITDA to below 5.0 times
by the end of 2012, either because of a more aggressive pursuit of
growth, challenges in the integration of facilities or adverse
reimbursement developments, Moody's could downgrade the ratings.

The principal methodology used in rating Acadia Healthcare
Company, Inc. was the Global For-Profit Hospitals Industry
Methodology published in September 2008. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.


AG FERRARI: No Near-Term Plans to Merge With Andronico's
--------------------------------------------------------
Jaehak Yu at the Daily Californian reports that the purchase of
A.G. Ferrari Foods by Renwood Opportunities Fund, a $50 million
partnership between Renovo Capital and Rosewood Private
Investments, was finalized Oct. 11, while the fund's $16 million
purchase of Andronico's Community Markets was approved Oct. 13.
The report says the actual purchase of Andronico's was expected to
be completed by the end of last week.

The report relates that Danielle Caponi, A.G. Ferrari's director
of marketing, said there are no plans for any merging Andronico's
and A.G. Ferrari's in the near term.  "They are two entirely
separate transactions from what I understand," the report quotes
Ms. Caponi as saying.  "A.G. Ferrari is a wholesaler, so the only
thing is that Andronico's might become a customer of ours.  But as
for any crossover between the two -- no."

According to the report, Ms. Caponi said A.G. Ferrari does not
plan on opening or closing any stores and currently does not have
any plans for employee layoffs.  She added that with the Renwood
acquisition, A.G. Ferrari will see a new CEO, John Clougher, who
is the former president of Whole Foods Market.  However, the
founder's grandson, Paul Ferrari, will remain president.  Despite
the new CEO, Ms. Caponi said there are no radical changes in store
for A.G. Ferrari.

                      About A.G. Ferrari Foods

A.G. Ferrari Foods filed a Chapter 11 petition (Bankr. N.D. Calif.
Case No. 11-43327) on March 28, 2011.  Eric A. Nyberg, Esq., at
Kornfield, Nyberg, Bendes and Kuhner, in Oakland, California,
represents the Debtor.  The Debtor estimated assets and debts of
$1 million to $10 million as of the Chapter 11 filing.

                    About Andronico's Markets

Andronico's Markets, Inc., aka Andronico's Community Markets, is
an independent, specialty supermarket operator in the San
Francisco Bay Area.  Founded in 1929, the Company operates seven
stores in prime upscale urban and suburban locations in Berkeley
(four stores), San Francisco, Los Altos, and San Anselmo.
Andronico's is a California C-corporation, owned by Solano
Enterprises LLC.  The ownership of Solano Enterprises LLC is
divided among various Andronico family members.

Andronico's filed for Chapter 11 bankruptcy (Bankr. N.D. Calif.
Case No. 11-48963) on Aug. 22, 2011.  Judge Edward D. Jellen
oversees the case.  Attorneys at Murray & Murray, in Cupertino,
Calif., represent the Debtor as counsel.  Bailey, Elizondo &
Brinkman, LLC, serves as financial advisor.  The Official
Committee of Unsecured Creditors has tapped Winston & Strawn LLP
as its counsel.

The Debtor scheduled $18,520,090 in assets and $67,094,619 in
liabilities as of the Chapter 11 filing.


AQUILEX HOLDINGS: Royal Bank Agrees to Forbear Until Dec. 8
-----------------------------------------------------------
Aquilex Holdings LLC and certain of its subsidiaries entered into
a Forbearance Agreement and Second Amendment in connection with
the Company's Amended and Restated Credit Agreement, dated as of
April 1, 2010, and amended on Feb. 28, 2011, with Royal Bank of
Canada, as Administrative Agent and L/C Issuer, and the required
lenders thereunder.

Pursuant and subject to the terms of the Forbearance Agreement,
the Administrative Agent, the L/C Issuer and the Required Lenders
agreed to forbear, until Dec. 8, 2011, from exercising default-
related rights and remedies against the Loan Parties with respect
to the Company's failure to comply with its financial maintenance
covenants (total leverage ratio, interest coverage ratio and
senior secured leverage ratio, each as defined in the Credit
Agreement) for the four-fiscal quarter period ended Sept. 30,
2011.  Pursuant to the terms of the Forbearance Agreement, the
applicable interest rate margin on the loans under the Credit
Agreement was increased by 1.00%.  During the Forbearance Period,
such additional interest may be paid in kind at the option of the
Company by adding the accrued interest to the principal amount of
the applicable loans.  The Forbearance Agreement also provides
that any LIBOR-based loans with interest periods expiring during
the Forbearance Period may be continued only at the discretion of
the Administrative Agent and only for one-month interest periods.
In addition, the parties to the Forbearance Agreement have agreed
that any auto-renewal letters of credit for which notice of non-
renewal would be due during the Forbearance Period will be
extended.  As a condition to the effectiveness of the Forbearance
Agreement, the Company agreed to pay a forbearance fee to
consenting lenders equal to $250,000, plus reimbursement of
certain fees and expenses.

                       About Aquilex Holdings

Aquilex Holdings LLC is the parent of Aquilex Corporation, a
leading provider of critical maintenance, repair and industrial
cleaning solutions to the energy industry. Through our divisional
and branch offices in the United States and Europe, we provide our
services to a diverse global base of over 600 customers, primarily
in the oil and gas refining, chemical and petrochemical
production, fossil and nuclear power generation and waste-to-
energy industries.

The Company reported a net loss of $13.9 million on $226.6 million
of revenues for the six months ended June 30, 2011, compared with
a net loss of $25.1 million on $213.3 million of revenues for the
same period of 2010.

The Company's balance sheet at June 30, 2011, showed
$670.5 million in total assets, $490.9 million in total
liabilities, and stockholders' equity of $179.6 million.

The Company's Credit Agreement requires it to maintain certain
financial ratios, including a minimum ratio of Adjusted EBITDA to
total interest expense and maximum ratios of total debt and senior
secured debt to Adjusted EBITDA.

"While the Company was in compliance with its debt covenants as of
June 30, 2011, based on current business conditions and forecast,
there can be no assurance that the Company will be in compliance
with those covenants as of Sept. 30, 2011, or thereafter," the
Company said in its Form 10-Q for the quarter ended June 30, 2011.


ALEXANDER GALLO: Creditors Ask Court to Authorize Investigation
---------------------------------------------------------------
Dow Jones' Dow Jones' DBR Small Cap reports that creditors of
Alexander Gallo Holdings LLC want to investigate the Company's
finances before the legal services firm hits the bankruptcy
auction block on Nov. 7 -- a move to figure out whether future
lawsuits against top company executives could recover money for
the firm's ultimate bankruptcy payout plan.

                      About Alexander Gallo

Marietta, Georgia-based Alexander Gallo Holdings LLC --
http://www.alexandergalloholdings.com-- is the largest full
service, IT-enabled court reporting and litigation support
services company in the United States.  AGH offers court
reporting, litigation support, trial software and other similar
services and has the only true national footprint in its market,
with roughly 55 offices located throughout the United States, and
a preferred provider network which serves as an extension of
Alexander Gallo's geographic reach.  Founded in 1999 by Alexander
J. Gallo, a former court reporter, AGH has made 18 acquisitions
since 2003.  Mr. Gallo has remained as CEO.

AGH, along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-14220) on Sept. 7, 2011.
Alexander Gallo will sell the business via 11 U.S.C. Sec. 363 to
Bayside Capital Inc., which had acquired $22 million in second-
lien debt.  The price wasn't disclosed.

Alexander Gallo disclosed assets of $208 million and debt totaling
$258 million as of June 30, 2011.  Liabilities include $47 million
on a first-lien revolving credit and term loan where Wells Fargo
Bank NA is agent.  In addition to the second-lien debt held by
Bayside, there is $33 million in junior unsecured subordinated
notes owing to Harvest Equity Partners LLC plus another $148
million in junior unsecured subordinated notes owing to insider
Gallo Holdings LLC.

Bayside is providing $20 million in financing for the Chapter 11
effort.  The new loan will have a first priority lien on
unencumbered assets and a lien behind the first-lien debt.

Bankruptcy Judge Allan J. Gropper presides over the case.  Thomas
R. Califano, Esq., Jeremy R. Johnson, Esq., Esq., and Daniel G.
Egan, Esq., at DLA Piper LLP (US), in New York, serve as the
Debtors' general counsel.  Squire, Sanders & Demsey (US) LLP
serves as the Debtor's corporate counsel.  The Debtors' financial
advisor is Gordian Group, LLC.  Marc L. Pfefferle, a partner at
Carl Marks Advisory Group LLC, serves as the Debtors' chief
restructuring advisor.  Kurtzman Carson Consultants LLC serves as
the Debtor's claims agent.


ALTER COMMUNICATIONS: Has Oct. 21 Deadline to File Joint Plan
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. Bankruptcy Judge James F. Schneider in Baltimore
refused to confirm competing plans for Alter Communications Inc.
In September, he directed the warring factions -- the Debtor and
H.G. Roebuck & Son Inc. -- to negotiate their differences and file
a joint plan by Oct. 21.  Absent a plan acceptable to both sides,
Judge Schneider said he would consider appointing a Chapter 11
trustee.

                    About Alter Communications

Based in Baltimore, Maryland, Alter Communications publishes the
Baltimore Jewish Times.  Other publications include the magazine
Style, with 90,000 circulation, and Chesapeake Life, with a
circulation of 57,000.

Alter Communications filed for Chapter 11 bankruptcy (Bankr. D.
Md. Case No. 10-18241) on April 14, 2010, after losing a $362,000
judgment to the printer, H.G. Roebuck & Son Inc.  Alan M. Grochal,
Esq., and Maria Ellena Chavez-Ruark, Esq., at Tydings and
Rosenberg, in Baltimore, serve as the Debtor's bankruptcy counsel.
The Debtor estimated assets and debts between $1 million and $10
million in its Chapter 11 petition.

In December 2010, the Bankruptcy Court approved Alter's Chapter 11
exit plan.  Roebuck appealed, saying the plan wasn't filed in good
faith and that it "discriminates unfairly."

In June 2011, the U.S. District Judge Court in Maryland set aside
the confirmation order.  Because Roebuck said it would pay more
for the new stock, the District Court reversed and sent the case
back to the bankruptcy court with instructions to allow the filing
of competing plans.


AMC ENT: Fitch Affirms 'B' IDR, Drops Outlook to Negative
---------------------------------------------------------
Fitch Ratings has affirmed the ratings of AMC Entertainment Inc.
(AMC), and AMC Entertainment Holdings, Inc. (AMC Holdco; parent
company).  The Rating Outlook has been revised to Negative from
Stable.

The Negative Outlook reflect the weakening credit metrics
(interest coverage, EBITDA margins and gross leverage), and
reflects the limited headroom within the current ratings for
further deterioration.  If the upcoming movie slate and the recent
theater portfolio actions are unable to stabilize and drive
improved credit metrics, Fitch may downgrade the ratings one
notch.

As of June 30, 2011, when considering liquidity, AMC had $315
million in cash and AMC Holdco had $116 million (as of March 31,
2011) in cash.  Liquidity is also supported by full availability
under AMC's $192.5 million secured credit facility due 2015.  The
secured credit agreement contains a secured leverage covenant of
3.25x, which is calculated on a net basis.  Fitch does not believe
the company is at risk of breaching this covenant.  Current
amortization on the AMC term loan is $6.5 million annually.

Fitch calculated free cash flow (FCF) for latest 12 months was a
negative $37.2 million.  Fitch expects FCF to be approximately $25
million for the fiscal years ended 2012 and 2013.  This is based
on Fitch's projections of low- to mid-single-digit growth in
revenue and EBITDA for the 2012 and 2013 fiscal year periods.

As of June 30, 2011, Fitch calculates adjusted gross leverage at
6.9x, unadjusted gross leverage at 9.7x and, if the National
CineMedia LLC (NCM) dividend is included in EBITDA, unadjusted
gross leverage is at 8.7x.  Fitch expects unadjusted gross
leverage to remain above 7.5x over the next two fiscal year-end
periods.

Fitch believes it will be difficult for AMC to complete its
proposed initial public offering (IPO) given AMC's high leverage
and the current volatile state of the equity markets.  Fitch notes
that, if successful, proceeds from the IPO will be used primarily
to reduce debt and pay approximately $25 million to the sponsors.

AMC's Recovery Ratings reflect Fitch's expectation that the
enterprise value of the company and, hence, recovery rates for its
creditors, will be maximized in a restructuring scenario (going
concern) rather than a liquidation.  Fitch estimates an adjusted,
distressed enterprise valuation of $1.2 billion using a 5x
multiple and including an estimate for AMC's 16% stake in NCM of
approximately $190 million.  Based on this enterprise valuation,
overall recovery for total debt is approximately 50% (this is
before any administrative claims).

The 'RR1' Recovery Rating for the company's secured bank
facilities reflects Fitch's belief that 91%-100% expected recovery
is reasonable.  While Fitch does not assign Recovery Ratings for
the company's operating lease obligations, it is assumed the
company rejects only 30% of its remaining $2.6 billion in
operating lease commitments due to their significance to the
operations in a going-concern scenario and is liable for 15% of
those rejected values (at a net present value).  The 'RR4'
Recovery Ratings for AMC's senior unsecured notes (equal in
ranking to the rejected operating leases) reflect an expectation
of 31%-50% recovery.

As a result of the potential for 100% recovery for the senior
secured debt in Fitch's recovery analysis, Fitch assumes a nominal
concession payment is made to the subordinate debtholders in order
to secure their support of a reorganization plan.  The 'CCC/RR6'
rating for AMC's senior subordinated notes reflects the bonds'
structural seniority over AMC Holdco's debt ('CC/RR6') and Fitch's
expectation for nominal recovery.

Fitch has affirmed the following ratings:

AMC

  -- Issuer Default Rating (IDR) at 'B';
  -- Senior secured credit facilities at 'BB/RR1';
  -- Senior unsecured notes at 'B/RR4';
  -- Senior subordinated notes at 'CCC/RR6'.

AMC Holdco

  -- IDR at 'B';
  -- Senior unsecured term loan 'CC'/RR6'.

The Rating Outlook is Negative.

Fitch has withdrawn the IDR rating of Marquee Holdings Inc. as the
entity no longer exists.

Marquee Holdings Inc.

  -- IDR of 'B' withdrawn.


AMERICAN COMMUNITY: Puts Virginia-Based Newspapers Up for Sale
--------------------------------------------------------------
Dusty Smith at the AshburnPatch reports that American Community
Newspapers -- the parent company to Leesburg Today, Ashburn Today
Loudoun magazine -- has put those papers along with all of its
Virginia-based newspapers up for sale.

According to AshburnPatch, the deadline to bid on the Virginia
division "was estimated by those aware of the sale" to be Oct. 14,
2011.  Two media groups that could be pondering such a purchase
include Arcom Publishing, which publishes the Loudoun Times-
Mirror, and the Washington Post, which has forayed into Loudoun
before and owns the Gazette community newspaper chain in Maryland.

                About American Community Newspapers

Headquartered in Addison, Texas, American Community Newspapers LLC
-- http://www.americancommunitynewspapers.com/-- had 86
newspapers, 14 other publications, and 85 Web sites serving
Minneapolis-St. Paul, Dallas, suburban Washington and Columbus,
Ohio.  The Company's award winning group of 86 newspapers and 14
niche publications reached approximately 1.4 million households in
the suburban communities surrounding these major cities and enjoys
market leading circulation penetration in all of its markets.

The Company and four of its affiliates filed for Chapter 11
protection on April 28, 2009 (Bankr. D. Del. Lead Case No.
09-11446).  Landis Rath & Cobb LLC and Lowenstein Sandler PC
represented the Debtors in their restructuring efforts.  The
Debtors selected Carl Marks & Co. Inc. as financial advisor, and
Graubard Miller as special corporate counsel.  American Community
Newspapers listed $17,858,566 in assets and $112,893,707 in
liabilities.

The Bankruptcy Court Judge Kevin Carey ordered in 2009 the
dismissal of American Community Newspapers' Chapter 11 after
creditors said there was no possibility of rehabilitation.


AMERICAN ENERGY: Morrill & Associates Raises Going Concern Doubt
----------------------------------------------------------------
The American Energy Group, Ltd., filed on Oct. 13, 2011, its
annual report for the fiscal year ended June 30, 2011.

Morrill & Associates, in Bountiful, Utah, expressed substantial
doubt about The American Energy Group's ability to continue as a
going concern.  The independent auditors noted that the Company
has suffered recurring losses and has no revenues.

The Company reported a net loss of $991,784 for the fiscal year
ended June 30, 2011, compared with a net loss of $942,792 for the
fiscal year ended June 30, 2010.

The Company's balance sheet at June 30, 2011, showed $1.9 million
in total assets, $987,187 in total liabilities, and stockholders'
equity of $940,131.

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

                       http://is.gd/CGujhZ

The American Energy Group, Ltd., operates as an energy resource
royalty company.  It owns 18% overriding royalty interest in the
Yasin Concession located in Pakistan, as well as an interest in
two oil and gas leases in southeast Texas.  The Company was
formerly known as Belize-American Corp. Internationale and changed
its name to The American Energy Group, Ltd., in 1994.  The
American Energy Group was incorporated in 1987 and is based in
Westport, Connecticut.


AMERIGAS PARTNERS: Moody's Affirms Ba2 Corporate on Heritage Deal
-----------------------------------------------------------------
Moody's Investors Service affirmed AmeriGas Partners, L.P.'s Ba2
Corporate Family Rating (CFR) and Ba3 senior unsecured rating upon
its announcement that the company plans to acquire Energy Transfer
Partners, L.P.'s (ETP, Baa3, negative) propane operations
(Heritage Operating, L.P. and Titan Energy Partners, LLC --
collectively Heritage) for a total consideration of up to $2.9
billion. Moody's also assigned a SGL-3 Speculative Grade Liquidity
rating. The rating outlook remains stable.

"This acquisition will significantly enhance AmeriGas's scale and
geographic footprint in the US propane distribution industry, and
provide additional weather and customer diversity," said Sajjad
Alam, Moody's analyst. "On the negative side, AmeriGas will
deviate from its recent history of maintaining a conservative
leverage profile as it operates with a higher level of debt and
will face execution risk regarding integration of people,
technology and operating processes."

The purchase will be financed with approximately $1.5 billion of
debt and $1.3 billion in AmeriGas common units. The new AmeriGas
notes are expected to have substantially similar terms and
conditions as AmeriGas's existing unsecured notes. However, ETP
will enter into a contingent residual support agreement with
AmeriGas for certain intercompany loans that will indirectly
guarantee the debt financing. "We will evaluate whether to ascribe
any rating uplift to the acquisition debt for the ETP support, and
will make a determination upon receipt of full details on the
structure and review of final documentation," Moody's says.

While leverage will increase initially, the company's cash flows
will be underpinned by a more diversified asset and service base.
The size of the acquisition is very substantial relative to both
the size of AmeriGas and its past acquisitions, giving the company
roughly 16% market share in terms of volumes sold. The acquisition
is also highly complementary to AmeriGas's existing business,
increasing location density, improving efficiency and diversifying
its client and supplier mix, while further strengthening its
position as a leader in the highly fragmented U.S. propane
distribution industry.

The significant amount of upfront equity issuance is also
supportive to AmeriGas's ratings. However, leverage will rise to
approximately 4.3x and approach the higher end of the Ba2 rating
band immediately after the transaction reflecting the high
purchase multiple being paid (~11x based on June 30,2011 EBITDA)
and the transition period required to attain synergies. While
Moody's expects AmeriGas to lower its consolidated Debt to EBITDA
over time, weaker than anticipated earnings could keep leverage
elevated over a protracted period. The current higher leverage
level is accommodated by the size and diversification benefits
noted above.

There are also inherent execution and integration risks given the
significant size and scope of Heritage's operations and possible
differences in corporate culture. Combining technology, personnel
as well as operating and accounting processes between these two
very large and diverse entities will take time. However, the
combined businesses could achieve meaningful synergies and cost
reductions over time given their significant overlapping
geographic coverage.

AmeriGas should have adequate liquidity through the end of 2012
which is captured in our assigned SGL-3 liquidity rating, Moody's
says. Moody's expects slightly negative free cash flow in 2012
after capital expenditures and distributions. Revolver usage is
expected to follow historical trends, with seasonal fluctuations
resulting in peak balances during the heating season and minimum
balances in late summer. AmeriGas intends to increase the size of
its credit facility in connection with the acquisition. At June
30, 2011, the company had $36 million of letters of credits (LCs)
outstanding under the current $325 revolving credit facility. At
closing, Moody's expects AmeriGas to have similar amounts of LCs
and seasonal borrowings under the revolver. The company should be
in full compliance under the financial covenants governing the
credit agreement. The credit facility is expected to expire in
2015.

The stable outlook reflects AmeriGas's leading market position,
broadly diversified geographic presence, and Moody's expectation
that the company will look to reduce leverage towards its
historically conservative levels.

If AmeriGas can successfully integrate Heritage's operations and
achieve moderate growth in EBITDA leading to Debt/EBITDA
approaching 3.5x, a positive outlook or an upgrade would be
considered.

A negative rating action may result if leverage rises from post-
acquisition levels through debt funded acquisitions or
distributions or a fundamental change in business conditions. A
downgrade is likely if leverage rises above 4.5x.

The principal methodology used in rating AmeriGas Partners was the
Global Midstream Energy Industry Methodology, published December
2010.

AmeriGas Partners, L.P. is a publicly traded master limited
partnership that is the largest retail propane distributor in the
United States based on volumes of propane distributed annually.


AMERIGAS PARTNERS: Fitch Affirms 'BB+' Issuer Default Rating
------------------------------------------------------------
Fitch Ratings has placed Amerigas Partners, LP (APU) and its
financing co-borrowers, Amerigas Finance Corp., and AP Eagle
Finance Corp., on Rating Watch Negative following the announcement
of its intention to acquire Heritage Propane for $2.9 billion.  A
full list of the ratings affected by today's action appears at the
end of this press release.  Separately, the ratings of UGI
Utilities, Inc. (UGIU, rated 'A-' by Fitch) have been affirmed and
are unaffected by today's announcement.  For additional
information on UGIU, please see Fitch release, 'Fitch Affirms UGI
Utilities IDR at 'A-', Senior Unsecured at 'A'; Outlook Stable',
dated Oct. 17, 2011.

The transaction is expected to be funded initially with a
combination of $1.3 billion in limited partner units issued to
Energy Transfer Partners LP (Heritage's owner) and $1.5 billion in
cash along with the assumption of $71 million in debt.  The rating
action reflects the expected increase in leverage at APU as a
result of the transaction as well as the execution risk associated
both with the integration and the financing plan.  Fitch
anticipates that on a pro forma basis Debt to EBITDA will
initially be over 4 times (x), which would be inconsistent with
the current ratings.  Reduction in leverage over time will be
dependent on both debt reduction and growth in EBITDA through the
maintenance of margins and sales volumes, and the realization of
operating synergies following the integration.  Additional risks
include greater than anticipated customer loss in the integration
as well as difficulties in achieving the projected synergies.

Operating History and Scale: APU's ratings reflect the underlying
strength of its retail propane distribution network, broad
geographic reach, and proven ability to manage unit margins under
various operating conditions.  Additionally, the company's growing
Amerigas Cylinder Exchange (ACE) propane cylinder exchange
business provides modest positive cash flow during the summer
months when the traditional space heating related propane
distribution business is relatively slow.

Weather Sensitivity and Demand Trends: APU's financial performance
nevertheless remains sensitive to weather and demand destruction
due to customer conservation, fuels switching and general economic
conditions.  The recessionary economy and relatively high price of
propane, which is more correlated to the price of oil than to
natural gas, has been exacerbating volume sales declines
throughout the sector.  These factors have the potential to lead
to further demand destruction, and could pressure profit margins.
Fitch notes however, that sales volume declines last year were
also due to warmer than normal weather in some of APU's service
territories.

Solid Financial Performance: Despite the headwinds facing the
retail propane distribution sector in recent years, APU has
maintained its financial profile.  For the 12 months ended June
30, 2011, Debt to Operating Earnings before Interest, Taxes,
Depreciation and Amortization was 3.4x while EBITDA to Interest
was 4.8x.  Funds from Operations (FFO) metrics were stronger at
26% of debt and covering interest 5.3x.  As noted above, Fitch
anticipates weakening of the financial metrics as a result of this
transaction.

Structural Subordination: APU's ratings also consider the
structural subordination of its debt obligations to revolver
borrowings at AmeriGas Propane LP, its operating limited
partnership subsidiary.  Fitch anticipates that the debt assumed
in this transaction will likely also reside at the operating
partnership level.

Liquidity and Capital Structure: As of June 30, 2011, APU's
liquidity included $6.2 million of cash and $113.3 million of
availability under the operating partnership's $325 million
revolving credit facility.  For the nine months ended June 30,
2011, the average daily borrowings under the revolver were $161.8
million, with peak borrowings of $235 million.  Fitch anticipates
that the revolver which expires in 2015 will be resized to meet
the liquidity needs of the combined company.

The existing bank facility has financial covenants which include a
consolidated MLP (AmeriGas Partners, L.P.) total leverage (debt to
EBITDA) ratio which cannot exceed 5.0x. The consolidated borrower
(AmeriGas Propane, L.P.) leverage ratio cannot exceed 2.75x.
Interest coverage defined as the consolidated EBITDA of the MLP
and its subsidiaries to the interest expense of the MLP and its
subsidiaries must exceed 2.75x.

Currently APU does not have significant debt maturities until
2019.

Rating Triggers: Going forward, resolution of the Watch will be
dependent on improvement in credit metrics and successful
completion of the integration. Significant changes in distribution
practices, beyond the increase announced as part of this
transaction, could also negatively impact the ratings.

Fitch has placed the following ratings on Rating Watch Negative:

AmeriGas Partners, L.P./Amerigas Finance Corp.

  -- Issuer Default Rating (IDR) at 'BB+';
  -- Senior unsecured at 'BB+';

AmeriGas Partners, L.P./AP Eagle Finance Corp.

  -- IDR at 'BB+';
  -- Senior unsecured at 'BB+'.

The Rating Outlook is Stable.

Amerigas Propane, Inc. an indirect subsidiary of UGI Corp. (NYSE:
UGI; NR) owns an effective 44% interest in APU as the general
partner and a limited partner. APU is a master limited partnership
that conducts a national propane distribution business through its
operating partnership subsidiary, Amerigas Propane, LP, and its
subsidiaries. The APU debt is co-issued with either of its special
purpose financing subsidiaries AP Eagle Finance Corp. and AmeriGas
Finance Corp.


AMERITYRE CORP: Posts $841,100 Net Loss in Fiscal 2011
------------------------------------------------------
Amerityre Corporation filed on Oct. 13, 2011, its annual report
for the fiscal year ended June 30, 2011.

HJ & Associates, LLC, in Salt Lake City, Utah, expressed
substantial doubt about Amerityre's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses from operations that have resulted in an
accumulated deficit.

The Company reported a net loss of $841,133 on $3.7 million of
revenues for the fiscal year ended June 30, 2011, compared with a
net loss of $1.4 million on $3.7 million of revenue for the fiscal
year ended June 30, 2010.

The Company's balance sheet at June 30, 2011, showed $2.9 million
in total assets, $1.6 million in total liabilities, and
stockholders' equity of $1.3 million.

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

                       http://is.gd/KjYOg7

Boulder City, Nevada-based Amerityre Corporation engages in the
research and development, manufacturing and sale of polyurethane
tires.


ANDRONICO'S MARKETS: No Near-Term Plans to Merge With AG Ferrari
----------------------------------------------------------------
Jaehak Yu at the Daily Californian reports that the purchase of
A.G. Ferrari Foods by Renwood Opportunities Fund, a $50 million
partnership between Renovo Capital and Rosewood Private
Investments, was finalized Oct. 11, while the fund's $16 million
purchase of Andronico's Community Markets was approved Oct. 13.
The report says the actual purchase of Andronico's was expected to
be completed by the end of last week.

The report relates that Danielle Caponi, A.G. Ferrari's director
of marketing, said there are no plans for any merging Andronico's
and A.G. Ferrari's in the near term.  "They are two entirely
separate transactions from what I understand," the report quotes
Ms. Caponi as saying.  "A.G. Ferrari is a wholesaler, so the only
thing is that Andronico's might become a customer of ours.  But as
for any crossover between the two -- no."

According to the report, Ms. Caponi said A.G. Ferrari does not
plan on opening or closing any stores and currently does not have
any plans for employee layoffs.  She added that with the Renwood
acquisition, A.G. Ferrari will see a new CEO, John Clougher, who
is the former president of Whole Foods Market.  However, the
founder's grandson, Paul Ferrari, will remain president.  Despite
the new CEO, Ms. Caponi said there are no radical changes in store
for A.G. Ferrari.

                      About A.G. Ferrari Foods

A.G. Ferrari Foods filed a Chapter 11 petition (Bankr. N.D. Calif.
Case No. 11-43327) on March 28, 2011.  Eric A. Nyberg, Esq., at
Kornfield, Nyberg, Bendes and Kuhner, in Oakland, California,
represents the Debtor.  The Debtor estimated assets and debts of
$1 million to $10 million as of the Chapter 11 filing.

                    About Andronico's Markets

Andronico's Markets, Inc., aka Andronico's Community Markets, is
an independent, specialty supermarket operator in the San
Francisco Bay Area.  Founded in 1929, the Company operates seven
stores in prime upscale urban and suburban locations in Berkeley
(four stores), San Francisco, Los Altos, and San Anselmo.
Andronico's is a California C-corporation, owned by Solano
Enterprises LLC.  The ownership of Solano Enterprises LLC is
divided among various Andronico family members.

Andronico's filed for Chapter 11 bankruptcy (Bankr. N.D. Calif.
Case No. 11-48963) on Aug. 22, 2011.  Judge Edward D. Jellen
oversees the case.  Attorneys at Murray & Murray, in Cupertino,
Calif., represent the Debtor as counsel.  Bailey, Elizondo &
Brinkman, LLC, serves as financial advisor.  The Official
Committee of Unsecured Creditors has tapped Winston & Strawn LLP
as its counsel.

The Debtor scheduled $18,520,090 in assets and $67,094,619 in
liabilities as of the Chapter 11 filing.


ASARCO LLC: Judge Says Grupo Mexico Owes $1.3-Bil. on Deal
----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that a Delaware judge
says Grupo Mexico SAB owes more than $1.3 billion to minority
shareholders of its Southern Peru Copper unit in a case stemming
from a complicated corporate restructuring that contributed to the
bankruptcy of another of its mining subsidiaries, Arizona-based
Asarco LLC.

                      About Asarco LLC

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

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

On Dec. 9, 2009, Asarco Incorporated and Americas Mining
Corporation's Seventh Amended Plan of Reorganization for the
Debtors became effective and the ASARCO Asbestos Personal Injury
Settlement Trust was created and funded with nearly $1 billion in
assets, including more than $650 million in cash plus a $280
million secured note from Reorganized ASARCO.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
ASARCO LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.


ASPECT COMPUTER: No Fraudulent Transfer to Represent Officer
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a law firm that represented a company and its
controlling principal in criminal and civil proceedings breathed a
sigh of relief when U.S. District Judge Joel Pisano in Newark, New
Jersey, ruled on Sept. 29 that using company funds to pay the
lawyers wasn't a fraudulent transfer.  The case involved an
individual who was indicted and eventually convicted for using his
company to launder money.  The company's bankruptcy trustee sued
the law firm that represented both the company and the individual,
saying it was constructive fraud because the firm was in substance
representing only the individual.  Judge Pisano dismissed the suit
against the law firm, saying no trial was necessary.  The judge
said the undisputed facts showed that the company and the
individual "shared a complete indemnity of interest."  The case is
Frost v. Walder Hayden & Brogan PA (In re Aspect Computer Corp.),
09-5023, U.S. District Court, District of New Jersey (Newark).


ATLANTIC POWER: Moody's Assigns 'Ba3' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service has assigned inaugural ratings for
Atlantic Power Corporation (ATP), including a Corporate Family
Rating of Ba3, a Probability of Default Rating of Ba3, a
Speculative Liquidity Rating of SGL-2, and a senior unsecured
rating of B1 to ATP's planned issuance of $460 million seven year
senior unsecured notes in conjunction with its pending acquisition
of Capital Power Income L.P. (CPILP). The rating outlook is
stable.

In June 2011, ATP announced an agreement to acquire CPILP for
total consideration of approximately $2.2 billion, composed of a
cash consideration of approximately $525 million, 31.5 million of
ATP common shares (approximately $460 million), and the assumption
of approximately $1.25 billion of liabilities, including
approximately $900 million of debt and preferred shares. ATP will
use the proceeds of the USD 460 million notes issuance and an
approximately USD 143 million public share issuance to finance the
cash portion of consideration, transaction costs, management fees
and taxes, and to repay outstanding borrowings under CPILP's
revolving credit facility. ATP's financing plan includes a USD 300
million four year secured revolving credit. Moody's ratings assume
that the merger occurs and the financing plan closes as expected.

"ATP's management will have a full plate over the next 12-24
months", said Bill Hunter, VP and Senior Analyst. "The company
will need to integrate CPILP's much larger employee base and
negotiate new contracts for some of its projects in Florida and
Ontario. A relatively high degree of leverage and a high dividend
payout ratio will limit financial flexibility."

Moody's Ba3 Corporate Family Rating is based on the diversity of
cash flows of the post-merger ATP (which will have ownership
interests in approximately 30 power generation projects across the
US and Canada and one electric transmission project), the high
percentage of contracted cash flows, management's strategy to add
contracted projects to the portfolio, apparently well-hedged near
to medium-term positions with respect to fuel and foreign exchange
exposures and initially sufficient liquidity. These positive
factors are balanced against relatively high leverage, challenges
with respect to merger integration, re-contracting requirements as
some relatively large contracts expire in the next few years, the
need for growth to maintain cash flows based on an expectation
that post-re-contracting cash flows of existing projects will
decrease, a financial policy that includes payment of essentially
all excess cash as dividends, significant refinancing needs during
the term of the notes, a complex organizational structure with
debt obligations at many different levels, and an ongoing expected
mismatch of cash flows weighed more heavily to US Dollars and
liabilities weighed more heavily to Canadian Dollars. The B1
senior unsecured rating is based on Moody's Loss Given Default
Methodology and takes into account the notes' structural
subordination as well as their junior position relative to the
senior secured revolver and secured hedging obligations at the
parent. Due to ATP's complex organizational/financing structure,
the unsecured ATP notes appear to be structurally subordinated not
only to project-level secured debt but also to certain unsecured
subsidiary obligations, notably existing CPILP debt and preferred
stock.

Moody's calculates that post-merger ATP will have approximately
2,110 MW of net capacity at 32 projects. No project accounted for
more than 10% of 2010 pro-forma project EBITDA or would be
expected to account for more than 7% of projected EBITDA after the
completion/ramp-up of projects currently in construction. Pro-
forma contracted 2010 project EBITDA approached 90%.
Geographically, ATP will enter the Canadian market and expand its
presence in California and the US Mid-west, adding greater balance
to a current primarily eastern US portfolio. "We calculate that
project EBITDA would be expected to break down geographically as
26% Canada, 20% Southeast, 20% Northeast, 16% Northwest, 13%
Midwest, 5% Southwest; by fuel type it would be expected to break
down as 60% natural gas, 16% bio-mass, 14% hydro, 7% coal and 3%
wind," Moody's says. The merger is expected to increase the
weighted average heat rate of natural gas fired assets, but also
to increase the average remaining contract life.

The merger will be transformative for ATP and brings substantial
integration challenges to a relatively small senior management
team. Post-merger ATP will have a period of heightened business
risk. ATP has historically outsourced plant operations, human
resources and several other functions. Its current headcount of
approximately 15 employees will grow to approximately 290 after
the merger, including employees in Ontario and British Columbia
working under collective bargaining arrangements (one collective
bargaining agreement in British Columbia expires later this year).
The company has hired an interim CFO and an interim CIO as well as
consulting firms with substantial industry and integration
experience to spearhead the integration effort. ATP reports it
will have post-merger access to a broad suite of shared services
provided Capital Power Corporation, CPILP's general partner,
including labor relations advisory. The search process for a
permanent CFO and certain other key management roles is underway.

Management's stated strategy is to pursue growth in contracted
power projects, including portfolio acquisitions and development
of biomass and wind projects, while negotiating new contracts for
existing projects as their contracts expire. Substantial contract
expiries will take place during the term of the notes. Moody's
calculates that by 2018, project EBITDA from contracts currently
in place will be approximately 50% of the 2010 pro-forma amount
(assuming no EBITDA from growth projects). Nearer term contract
expiries include those for the Auburndale and Lake projects in
Florida in 2013 and those for the Nipigon and Tunis projects in
Ontario in 2012 and 2014, respectively. In both of these markets
Moody's believes that the only viable option will be bilateral
contracts. ATP reports that it has succeeded in re-contracting six
projects in the past and that its business plan incorporates an
expectation of lower cash flows from these assets, whose original
contracts reflected different regulatory and market fundamentals.
Generally successful re-contracting will be necessary to maintain
the cash flow metrics needed to maintain the current ratings. To
maintain the existing cash flows, growth in the portfolio will
also be necessary.

From 2012-2018, Moody's calculates that ATP will need to refinance
about $647 million equivalent of existing maturity obligations
prior to the maturity of the senior unsecured notes, including
$240 million in 2014, $100 million in 2015, and $307 million in
2017. ATP's refinancing needs would increase by the amount of
required amortizations on any debt incurred for growth projects.
Because ATP's dividend policy resembles that of a master limited
partnership (MLP), it will need to access markets to refinance
these amounts. During this period there will be an additional
approximately $249 million of maturities on project-level non-
recourse debt (this is a proportional number, including projects
that are not consolidated), which maturities are expected to be
serviced by project cash flows. Moody's includes the cumulative
preferred shares issued by a CPILP subsidiary as a debt-equivalent
instrument from the ATP bond-holder perspective, because they are
structurally senior in the organization chart and have access to a
very substantial percentage of the cash flows of the post-merger
ATP.

Moody's SGL-2 rating reflects good liquidity for the next four
quarters. This rating is based on ATP's expected ability to use
cash flow to meet basic cash requirements (including maintenance
Capex and approximately CAD 126 million of common dividends), as
well as its access to a USD 300 million revolving credit that will
also be used for letter of credit issuance. In the absence of a
pre-funding of material maturities or other offsetting factors,
ATP's SGL Rating would be expected to decline when the four-
quarter forward view includes material maturing obligations.

Moody's B1 senior unsecured rating reflects structural
subordination of the unsecured notes relative to obligations of
ATL's subsidiaries and effective subordination relative to the
senior secured revolving credit, which is expected to be secured
by equity interests of certain subsidiaries (including CPILP) as
well as certain cash accounts, inter-company loans and notes and
certain other assets. The revolving credit will be guaranteed by
certain legacy ATP subsidiaries that have pledged certain of their
assets (primarily shares of their subsidiaries) as collateral.
Certain ATP subsidiaries are also expected to provide an unsecured
guarantee for the senior unsecured notes. CPILP is expected to
provide an unsecured guarantee to both ATP's senior secured
revolver and unsecured notes. Upstream guarantees may be released
upon sale of the subsidiary or its assets, and their realizable
value may be limited based on the consideration received by each
guarantor for granting the guarantee. The terms of the notes
provide ATP flexibility to incur some additional secured debt and
effectively unrestricted ability to incur additional debt at
subsidiaries, both of which could further dilute the position of
the ATP unsecured notes.

The stable outlook reflects the high percentage of contracted cash
flows in the near term as well as the diversity of the generating
fleet and an expectation that management's apparent keen focus on
bringing the two companies and their systems and people into one
organization will lead to a successful integration.

Ratings assigned:

Issuer: Atlantic Power Corporation

Corporate Family Rating: Assigned Ba3

Probability of Default Rating: Assigned Ba3

Speculative Grade Liquidity Rating: Assigned SGL-2

Senior Unsecured Notes: Assigned B1, LGD 80.58%

Outlook: Stable

If integration proceeds smoothly and greater clarity about terms
of replacement contracts in Florida and Ontario is obtained, such
that CFO pre-WC to debt would be expected to exceed 15% and
retained cash flow would be expected to exceed 11% on a
sustainable basis, the ratings could be upgraded.

Ratings could be downgraded if a problematic integration leads to
operating issues, if cash traps in certain project debt agreements
prevent ATP from realizing expected distributions from
subsidiaries, or if replacement contracts in Florida and Ontario
provide lower than expected cash flows, such that CFO pre-WC to
debt would be expected to be lower than 11% or retained cash flow
would be expected to be lower than 8% on a sustained basis.

Atlantic Power Corporation, incorporated in British Columbia and
listed on the NYSE and TSX, is an independent power producer that
owns interests in a diversified fleet of power generation and
transmission projects located in the United States. The company
has agreed to acquire Capital Power Income L.P., a Canadian income
trust that owns power generation assets located in Canada and the
United States.


AURA SYSTEMS: Incurs $5.8 Million Net Loss in Aug. 31 Quarter
-------------------------------------------------------------
Aura Systems, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $5.80 million on $615,599 of net revenues for the three months
ended Aug. 31, 2011, compared with a net loss of $2.78 million on
$997,479 of net revenues for the same period during the prior
year.

The Company also reported a net loss of $7.82 million on
$1.56 million of net revenues for the six months ended Aug. 31,
2011, compared with a net loss of $5.60 million $1.58 million of
net revenues for the same period a year ago.

The Company's Aug. 31, 2011, showed $4.60 million in total assets,
$14.64 million in total liabilities and a $10.04 million total
stockholders' deficit.

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

                        http://is.gd/eQpsmD

                        About Aura Systems

El Segundo, Calif.-based Aura Systems, Inc., designs, assembles,
tests and sells its proprietary and patented Axial Flux induction
machine ("AF") known as the AuraGen(R) for industrial and
commercial applications and VIPER for military applications.

Kabani & Company, Inc., in Los Angeles, Calif., expressed
substantial doubt about Aura Systems' ability to continue as a
going concern, following the Company's results for the fiscal year
ended Feb. 28, 2011.  The independent auditors noted that the
Company has historically incurred substantial losses from
operations and may not have sufficient working capital or outside
financing available to meet its planned operating activities over
the next twelve months.


BERNARD L. MADOFF: Feeder Fund Investors' Claims to be Decided
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that whether investors in feeder funds have customer
claims against Bernard L. Madoff Investment Securities Inc. may be
decided on appeal by the year's end.  Feeder fund investors filed
their brief on Oct. 14 in the appeal to be decided by U.S.
District Judge Denise L. Cote.

Separately, U.S. District Judge Jed Rakoff will decide if the
Internal Revenue Code provides a defense to customers being sued
by the trustee for recovery of fictitious profits.

Mr. Rochelle recounts that the bankruptcy judge wrote a 33-page
opinion in June explaining why investors in so-called feeder funds
don't have customer claims in the Madoff liquidation.  Their
claims are against the feeder firms, the bankruptcy judge ruled.

Individual investors in feeder funds stand to realize a smaller
recovery if their claim must be made through the feeder fund than
if they each had direct claims against the Madoff firm.

The Madoff trustee will file his brief in support of the
bankruptcy court ruling by Nov. 4.  The feeder fund customers'
reply briefs must be filed by Nov. 11.

Those filing appeals included the Trustees of Tufts College, Axa
Private Management, National Bank of Kuwait SAK, and Aozora Bank
Ltd.

Judge Rakoff, according to Mr. Rochelle, wrote a two-page order on
Oct. 13 saying he is taking parts of 32 lawsuits out of bankruptcy
court.  The customers are contending that the federal Bankruptcy
Code's fraudulent transfer law is superseded by the Internal
Revenue Code.  They argue that the IRS Code in effect forced
investors to take money out of their Madoff accounts to avoid
heavy taxes on older people who don't draw down their retirement
accounts.  Judge Rakoff will also decide if his September ruling
in a lawsuit involving Mets owner Fred Wilpon also applies to
customers who weren't alleged to have reason to believe Madoff was
conducting a fraud.  Judge Rakoff ruled that the trustee can only
sue for fictitious profits taken out within two years of
bankruptcy, not six as sought by the trustee.  Judge Rakoff will
also rule on whether the balances in customers' accounts are bona
fide debts that can be used to offset fraudulent transfer claims.

Judge Rakoff said he will write an opinion "in due course."

                  Document-Production Procedures

Mr. Rochelle in an earlier report said that Mr. Picard filed
papers on Sept. 28 defending his proposal for streamlining
document production in the 900 lawsuits he filed against 5,000
defendants.  Out of 16,000 notices the trustee sent, there were 15
objections, the trustee said.  Some were resolved. Unresolved
objections contended that the trustee is unilaterally abrogating
confidentiality agreements.  As to the objectors, the trustee
points out how a confidentiality agreement doesn't rise to the
level of a protective order signed by a court.

                      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.


BLOCKBUSTER CANADA: Receiver Seeks Dismissal of Ch. 15 Case
-----------------------------------------------------------
Grant Thornton Ltd., in its capacity as duly appointed receiver of
Blockbuster Canada Co. in a foreign proceeding, asks the U.S.
Bankruptcy Court for the Southern District of New York to dismiss
the Debtor's Chapter 15 case.

"The need for the Chapter 15 case no longer exists," Robert J.
Feinstein, Esq., at Pachulski Stang Ziehl & Jones LLP, in New
York, asserts.

The Chapter 15 case was filed in order to provide a means of
efficiently resolving a cross-border dispute with insolvency
proceedings pending in both U.S. and Canadian jurisdictions.  The
case was precipitated by two events: (i) the entry of an order by
the Ontario Superior Court of Justice Commercial List in May 2011
for the appointment of the Receiver and the restraint of various
activities against Blockbuster Canada, and (ii) Blockbuster Inc.'s
motion to reject two contracts with Blockbuster Canada.

Through mediation, the Receiver and New Blockbuster have reached
an agreement of the dispute whereby (1) Blockbuster Canada will be
allowed to use the "BLOCKBUSTER" trademarks and services
associated with the contracts during their going-out-of-business
sale in exchange for payment in accordance with the contracts, and
(2) the Receiver will withdraw its opposition to the contract
rejection and will seek dismissal of the Chapter 15 case.

                    About Blockbuster Canada

Blockbuster Canada Co., an indirect subsidiary of Blockbuster
Inc., has operated video rental stores in Canada using the
Blockbuster trademarks since 1990.  It employs roughly 4,000
employees in more than 400 stores across 10 Canadian provinces.
Blockbuster Canada's corporate head office is located in
Etobicoke, Ontario.

Blockbuster Canada went into receivership in Canada on May 3,
2011.  Grant Thornton Limited was appointed by the Ontario
Superior Court of Justice.

Michael Creber, on behalf of Grant Thornton Ltd., commenced a
Chapter 15 case for Blockbuster Canada (Bankr. S.D.N.Y. Case No.
11-12433) in Manhattan on May 20, 2011, to seek the U.S. Court's
recognition of the receivership proceedings in Canada.  Robert J.
Feinstein, Esq., at Pachulski Stang Ziehl & Jones LLP, serves as
counsel for Grant Thornton.  Blockbuster Canada is estimated to
have $50 million to $100 million in assets and liabilities.

                      About Blockbuster Inc.

Blockbuster Inc., the movie rental chain with a library of
more than 125,000 titles, along with 12 U.S. affiliates,
initiated Chapter 11 bankruptcy proceedings with a pre-arranged
reorganization plan in Manhattan (Bankr. S.D.N.Y. Case No.
10-14997) on Sept. 23, 2010.  It disclosed assets of $1 billion
and debts of $1.4 billion at the time of the filing.

Martin A. Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the U.S. Debtors.
Rothschild Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  The Official
Committee of Unsecured Creditors retained Cooley LLP as its
counsel.

In April 2011, Blockbuster conducted a bankruptcy court-sanctioned
auction for all the assets.  Dish Network Corp. won with an offer
having a gross value of $320 million.


BLUEGREEN CORP: To Sell Communities to Southstar for $31.5-Mil.
---------------------------------------------------------------
The Board of Directors of Bluegreen Corporation made a
determination in June 2011 to seek to sell the Company's Bluegreen
Communities business segment, or all or substantially all of
Communities' assets.  As a consequence, Communities is accounted
for as a discontinued operation in the Company's financial
statements.

On Oct. 12, 2011, a Purchase and Sale Agreement was entered into
between seven of the Company's subsidiaries with respect to the
Communities' assets being sold and Southstar Development Partners,
Inc., providing for the sale to Southstar of substantially all of
the assets that comprise Communities.  Subject to the terms and
conditions of the Agreement, Southstar has agreed to (i) purchase
these assets from the Sellers for a purchase price of
$31.5 million in cash and (ii) pay to the Sellers, in cash, an
amount equal to 20% of the net proceeds it receives upon its sale,
if any, of two specified parcels of real estate to be purchased by
Southstar under the Agreement.  Southstar has advised the Company
that they need to obtain debt or equity financing in order to
close the Transaction, but obtaining such financing is not a Buyer
condition of Closing.  As the Transaction is an asset sale,
liabilities not assumed by Southstar under the Agreement and
liabilities related to Communities' operations prior to the
closing of the Transaction will be retained by the Sellers.

As of the date of the Agreement, Southstar had paid two cash
deposits totaling $300,000 under the Agreement, $250,000 of which
is being held in escrow pending Closing.  The Agreement provides
for the Buyer being entitled to a return of all or a portion of
its Deposit in connection with certain provisions of the
Agreement, such as Southstar's remaining title, survey and
environmental due diligence, receipt of estoppels and consents as
to certain specified contracts, Seller's breach under the
Agreement not cured within the applicable cure period, casualty
events and condemnation events.  If, by Nov. 4, 2011, the results
of such due diligence do not satisfy certain standards established
by the terms of the Agreement, Southstar may terminate the
Agreement and $250,000 of the deposit will be refunded. Otherwise,
Southstar will be required to deposit an additional $200,000 by
Nov. 4, 2011, at which point the entire $500,000 deposit will be
nonrefundable, subject to the performance by the Sellers of their
obligations under the Agreement and remaining conditions in the
Agreements relating to estoppels, consents, casualty, and
condemnation.  The Agreement provides for the Transaction to be
consummated on a date no earlier than Dec. 2, 2011, and no later
than Feb. 3, 2012; provided that the closing may be accelerated
upon mutual agreement of Sellers and Buyer or extended until a
date no later than March 5, 2012, to the extent necessary for all
required consents to the transfer of certain operating contracts
related to Communities' business to be obtained.

The Agreement contains certain representations and warranties on
the part of Sellers and Southstar which the Company believes to be
customary for transactions of this nature, as well certain
covenants, including non-competition and other restrictive
covenants.  The closing of the Transaction is also subject to the
results of Southstar's remaining due diligence, Southstar's
payment of the additional deposit, the parties' receipt of all
required consents, in each case as described above, and certain
other customary closing conditions, including the performance by
the parties of their respective obligations under the Agreement.
There can be no assurance that the Transaction will be consummated
on the contemplated terms, including in the contemplated time
frame, or at all.

J. Larry Rutherford, a former director of the Company, is the
President and Chief Executive Officer of Southstar.

Certain of the assets contemplated to be sold in the Transaction
collateralize a note payable to H4BG, which currently has a
balance of approximately $24.0 million.  That debt would be
required to be repaid upon the sale of the collateral.

                       About Bluegreen Corp.

Bluegreen Corporation -- http://www.bluegreencorp.com/-- provides
places to live and play through its resorts and residential
community businesses.

In December 2010, Standard & Poor's Rating Services raised its
corporate credit rating on Bluegreen Corp to 'B-' from 'CCC'.
S&P's rating outlook on the Company is stable.  S&P believes that
Bluegreen will grow its fee-based sales commission revenue from
$20 million in 2009 to an estimated $50 million in 2010.  At this
time, S&P expects that Bluegreen may be able to generate at least
the same amount of commission based revenue in 2011.  While the
increase in fee- based revenue allowed Bluegreen to expand the
level of sales that do not require financing, S&P believes that
the company will likely remain heavily reliant on its lines of
credit, receivable- backed warehousing facilities, and access to
the timeshare securitization markets to fund timeshare sales.  In
S&P's view, Bluegreen currently has adequate sources of liquidity
to cover its needs over the next 12-18 months mainly due to the
successful closing of a timeshare securitization transaction.

The Company reported a net loss of $35.87 million on
$365.67 million of revenue for the year ended Dec. 31, 2010,
compared with net income of $3.90 million on $367.36 million of
revenue during the prior year.

The Company's balance sheet at June 30, 2011, showed $1.14 billion
in total assets, $848.80 million in total liabilities, and
$295.91 million total shareholders' equity.

                           *     *     *

In December 2010, Standard & Poor's Rating Services raised its
corporate credit rating on Bluegreen Corp to 'B-' from 'CCC'.
S&P's rating outlook on the Company is stable.  S&P believes that
Bluegreen will grow its fee-based sales commission revenue from
$20 million in 2009 to an estimated $50 million in 2010.  At this
time, S&P expects that Bluegreen may be able to generate at least
the same amount of commission based revenue in 2011.  While the
increase in fee- based revenue allowed Bluegreen to expand the
level of sales that do not require financing, S&P believes that
the company will likely remain heavily reliant on its lines of
credit, receivable- backed warehousing facilities, and access to
the timeshare securitization markets to fund timeshare sales.  In
S&P's view, Bluegreen currently has adequate sources of liquidity
to cover its needs over the next 12-18 months mainly due to the
successful closing of a timeshare securitization transaction.


BOUNDARY BAY: Shulman Hodges Okayed as Committee's General Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized the Official Committee of Unsecured Creditors in the
Chapter 11 case of Boundary Bay Capital, LLC, to employ the
Shulman Hodges & Bastian LLP as its general counsel.

The hourly billing rates of Shulman Hodges' are:

         Partners              $375 - $525
         Of Counsel            $425 - $525
         Associates            $250 - $375
         Paralegals            $125 - $195

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

                        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.


BOUNDARY BAY: Joel M. Pores Approved to Handle Rafael Action
------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Boundary Bay Capital, LLC to employ the Law Office of
Joel M. Pores as special counsel.

As reported in the Troubled Company Reporter on Aug. 29, 2011, the
Debtor is one of several plaintiffs in an action for legal
malpractice that has been filed against "former counsel."  Former
Counsel advised the Plaintiffs with respect to the preparation of
an offering Circular.  The Action relates, in part, to certain
alleged non-disclosures in the Offering Circular, which have lead
to the Rafael Action and to other potential liability, including
the Department of Corporations action.

The Debtor related that the Rafael Action involves claims not
stayed in this case, alleging entitlement to a $100,000 investment
refund plus punitive damages.  The Chapter 11 Rafael Claim is for
$1,000,000.

The Debtor disclosed that, pursuant to the Agreement, Special
Counsel will perform legal services on behalf of certain of the
Debtor's affiliates.  The Debtor and the Affiliates each (i)
consent to the Special Counsel representing the others, (ii) waive
any and all conflicts of interest, which may exist or arise by
reason of Special Counsel's representation, and (iii) agree that
failure of the Debtor or any of the Affiliates to agree on any
issue may constitute cause for Special Counsel to withdraw.

The Debtor is authorized to pay special counsel its proportionate
share of the flat fees and actual, out-of-pocket expenses.  The
Court also approved special counsel's contingent fee arrangement.

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

                        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.


BRIGHAM EXPLORATION: Outstanding Shares to be Acquired by Statoil
-----------------------------------------------------------------
Statoil ASA and Brigham Exploration Company entered into a merger
agreement for Statoil to acquire all of the outstanding shares of
Brigham for $36.5 per share through an all-cash tender offer.

The Brigham Board of Directors has unanimously recommended to its
shareholders that they accept the offer.  Ben "Bud" M. Brigham,
Chairman, President and CEO and the other executive officers and
directors of Brigham, who collectively own approximately 2.5% of
the outstanding shares, have agreed to tender all of their shares.

The total equity value is approximately $4.4 billion, reflecting
an enterprise value of $4.7 billion, based on June 30, 2011, net
debt.

Brigham, based in Austin, Texas, has over 100 employees in Austin
and North Dakota and a strong position in the attractive Bakken
and Three Forks tight oil plays in the Williston Basin in North
Dakota and Montana.

"The US unconventional plays hold a substantial resource base and
represent an increasingly important part of future energy
supplies.  Statoil has step by step developed industrial
capabilities through early entrance into Marcellus and Eagle Ford.
Entering the Bakken and Three Forks tight oil plays and taking on
operatorship represents a new significant step for Statoil.  We
are positioning ourselves as a leading player in the fast growing
US onshore oil and gas industry, in line with the strategic
direction we have set out," says Helge Lund, President and CEO of
Statoil.

The transaction will provide Statoil with more than 375,000 net
acres in the Williston Basin, which holds potential for oil
production from the Bakken and Three Forks formations.  Brigham
also holds interests in 40,000 net acres in other areas.  At this
early stage of development the risked resource base is estimated
at 300-500 million barrels of oil equivalent (boe), equity.
Current equity production is approximately 21,000 boe per day, and
the acreage has potential to ramp up to 60,000-100,000 boe per day
equity production over a five year period.

The Bakken and Three Forks formations are among the largest oil
accumulations in the United States.  Various sources have
estimated the technically recoverable reserves to be in the range
of 5 - 24 billion boe, over a 38,000 square kilometers area.  The
attractiveness of the Bakken and Three Forks plays has resulted in
Statoil offering a 36% premium over the average trading price of
Brigham stock for the last 30 days.

"A bigger enterprise with a larger balance sheet will be better
positioned to take advantage of our large and growing inventory of
Williston Basin drilling locations and the associated assets.  We
are excited to see this transaction completed and look forward to
having our assets and employees integrate with the Statoil
organization and the substantial asset position that they are
growing in their U. S. onshore business," says Bud Brigham,
Brigham Exploration's Chairman, President and CEO.

"Brigham has proven itself as a premier operator with a highly
attractive position in the Williston Basin.  We are a strong
strategic fit, as both companies put a premium on technological
innovation and advancement.  We look forward to creating value and
developing this position further together with our new
colleagues," says CEO Helge Lund of Statoil.

Tight oil reservoirs are being developed with similar methods as
shale gas and liquids with long lateral wells that are
hydraulically fractured, and have similar production profiles.
Commercial tight oil extraction is a relatively new activity and
has increased significantly the last couple of years.  The oil
produced from the Bakken and Three Forks formations is a light
crude quality.  Oil production from Brigham's assets in Bakken has
low CO2 emissions.

Brigham has demonstrated strong operational capabilities by
adapting new technology in horizontal drilling and hydraulic
fracture stimulations to develop the tight oil resources in the
Williston Basin.  Brigham has drilled 88 consecutive producing
North Dakota wells, with an average early 24 hour peak production
rate of approximately 2,800 boe per day.  The company currently
operates 12 rigs in the area and aims to drill approximately 140
wells per year.

"We are impressed by the performance and technological prowess
demonstrated by the employees of Brigham and look forward to
further responsible development of these world class assets.  We
will build on Brigham's good neighbor program and continue to
engage with local authorities and communities in the Williston
Basin area," says Bill Maloney, Executive Vice President for
Statoil in North America.

Statoil will continue to build upon Brigham's operational
capability, and will maintain the Austin location.  Retention
plans for employees are in place.  Statoil will emphasize safety,
efficiency and business continuity during the integration period.
Statoil is committed to leveraging its technological competence,
project execution skills and financial capability to secure
continued high operational performance and value creation.  The
Brigham transaction also provides Statoil with approximately 430
miles (690 kilometers) of oil, natural gas and water
transportation systems centrally located in the Williston Basin.
This will not only secure offtake, but it will also significantly
limit the environmental footprint and allow Statoil to continue to
implement industry leading HSE standards.

The cash tender offer is expected to commence within 10 business
days and shareholders will have 20 business days following the day
of commencement to tender their shares.  The transaction is
subject to the terms and conditions set forth in the merger
agreement, including that at least a majority of the outstanding
Brigham shares are tendered, that the waiting period under the
U.S. antitrust laws has expired or been terminated, and other
customary conditions.  If the tender offer is completed, un-
tendered shares will be converted into the right to receive the
same USD 36.5 per share paid in the tender offer.  Closing of the
transaction is expected by the end of Q1 2012.

Tudor, Pickering, Holt & Co. Securities, Inc., and Goldman, Sachs
& Co., are acting as financial advisors to Statoil and Vinson &
Elkins LLP is acting as legal advisor to Statoil on this
transaction.

                     About Brigham Exploration

Austin, Texas-based Brigham Exploration Company (NASDAQ: BEXP)
-- http://www.bexp3d.com/-- is an independent exploration,
development and production company that utilizes advanced
exploration, drilling and completion technologies to
systematically explore for, develop and produce domestic onshore
oil and natural gas reserves.  In late 2007, the majority of the
Company's drilling capital expenditures shifted from its
historically active areas in the Onshore Gulf Coast, the Anadarko
Basin and West Texas to the Williston Basin in North Dakota and
Montana, where the Company is currently targeting the Bakken,
Three Forks and Red River objectives.

The Company reported net income of $42.89 million on
$169.72 million of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $122.99 million on $70.34 million of
revenue during the prior year.

The Company's balance sheet at June 30, 2011, showed $1.60 billion
in total assets, $931.54 million in total liabilities and $668.94
million in total stockholders' equity.

                           *     *     *

As reported by the TCR on Feb. 18, 2011, Moody's Investors Service
upgraded Brigham Exploration Company's Corporate Family Rating to
B3 from Caa1 and the Probability of Default Rating to B3 from
Caa1.  "The primary driver for the upgrade is Brigham's strong
reserve and production growth and significant financial
flexibility," said Francis J.  Messina, Moody's Vice President.
"The B3 Corporate Family Rating is prospective and it incorporates
Moody's expectation that the company will significantly increase
proved developed reserves and production rates over the next two
years."


CAGLE'S INC: File Voluntary Petitions to Reorganize
---------------------------------------------------
Cagle's, Inc. and its wholly-owned subsidiary Cagle's Farms, Inc.
have filed voluntary petitions for relief under Chapter 11 of the
U.S. Bankruptcy Code.  Cagle's filed the petitions today in the
United States Bankruptcy Court for the Northern District of
Georgia in Atlanta, Georgia.

Cagle's emphasized that normal operations and customer service
will continue without disruption, including sales, order
processing, and delivery.  In connection with its Chapter 11
filing, Cagle's also announced that it anticipates receiving court
approval for a debtor-in-possession (DIP) financing facility from
AgSouth Farm Credit, ACA.

Cagle's noted that, over the past few years, the poultry industry
has been under severe stress due to historically high corn and
soybean meal prices coupled with sagging chicken prices caused by
an oversupply of broilers.  As a result, Cagle's has incurred
significant operating losses that have depleted its liquidity and
working capital position.

"After careful consideration we concluded that a Chapter 11
restructuring represents the best long-term solution for Cagle's,
Inc. and Cagle's Farms, Inc.," said J. Douglas Cagle, Chairman,
President and CEO.  "It is our goal to reach an agreement with our
creditors in a quick and efficient manner, allowing us to
restructure our debt with minimal disruption to our operations."

"We appreciate the ongoing loyalty and support of our employees,
growers, customers and vendors," Cagle commented, "Their
dedication and hard work is critical to our success.  We remain
committed to leading Cagle's toward a strong and profitable future
with the help of our employees, our growers, our customer base,
and our vendor community.  Cagle's remains a viable business that
is deeply committed to our employees and the customers that we
serve."

Cagle's has not set a target date for emergence from Chapter 11,
but Cagle stressed that the company's strategy is to move quickly.
"There is much work ahead," he stated, "but time and time again,
our employees have proven their ability to face significant
challenges and handle change.  By working together, we can
preserve Cagle's and its future."

Cagle's, headquartered in Atlanta, Georgia, is an integrated
poultry company that has been in operation for over sixty years.
Cagle's expresses its sincere gratitude to the multitude of
employees, growers, vendors and customers that have contributed to
Cagle's success and growth over these many years and thanks them
for their loyal support.


CENTRAL FALLS, RI: Health Care for Life Ends for Police Commander
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the receiver for the city of Central Falls, Rhode
Island, filed papers in bankruptcy court to terminate an agreement
the city made in April to provide health insurance benefits for
life to a retired police commander named Rudolph Legenza.  The
receiver said that Mr. Legenza's benefits exceed those of all
other city workers who are now required to take Medicare benefits
on reaching age 65.  Mr. Legenza turned 65 in August.

                       About Central Falls

Central Falls is a city in Providence County, Rhode Island.  The
population was 18,928 at the 2000 census.  Central Falls is the
smallest and most densely populated city in Rhode Island.

Central Falls sought bankruptcy protection under Chapter 9 of the
U.S. Bankruptcy Code (Bankr. D. R.I. Case No. 11-13105) on Aug. 1,
2011.  The Chapter 9 filing was made after former Rhode Island
Supreme Court Judge Robert Flanders, who serves as state-appointed
receiver for the city, was unable to negotiate significant
concessions from unions representing police officers, firefighters
and other city workers.  The city grappled with an $80 million
unfunded pension and retiree health benefit liability that is
nearly quadruple its annual budget of $17 million.  Judge Robert
Flanders succeeded the role from retired Superior Court Associate
Justice Mark A. Pfeiffer, who was appointed in July 2010.  The
Central Falls receivership, the state's first, has left the mayor
and council without any power to govern.

Judge Frank Bailey presides over the Chapter 9 case.  Theodore
Orson, Esq., at Orson and Brusini Ltd., serves as bankruptcy
counsel to the receiver.

The receiver is negotiating new contracts with unions representing
city workers.  The receiver filed a proposed debt adjustment plan
for the city in September.  It won't affect bondholders.


CHEF SOLUTIONS: Has Interim Access to $4-Mil. Wells DIP Facility
----------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware has granted Chef Solutions and its affiliates access to
postpetition financing from Wells Fargo Capital Finance, Inc., up
to $4,000,000 on an interim basis up to Nov. 4, 2011.  The Debtors
have earlier asked the Court authorization to access the DIP
facility of up to $28,000,000 from Wells Fargo.

The Wells Fargo lenders were also granted first priority security
interests in and liens on, all of the DIP Collateral to secure the
Wells DIP Facility and all of the obligations owed under the loan
documents under the Wells DIP Facility.

The material provisions of the DIP Facility Agreement with Wells
Fargo are:

     A. Lender:  Wells Fargo Capital Finance, Inc., and other
        lenders are the lenders under the Wells DIP Facility
        Agreement.  Additionally, the Wells Fargo and Mistral Chef
        Holdings, LLC, have entered into a Junior Participation
        Agreement, pursuant to which each Wells lender has agreed
        to sell, and Mistral Chef has agreed to purchase, a junior
        participation interest in all of the rights and
        obligations of each Wells lender under the Wells DIP
        Facility Agreement in an aggregate amount for all Wells
        lenders equal to $3,300,000.

     B. Amount:  The Wells Lenders agree to make available up to
        exceeding $28,000,000 but does not consist entirely of new
        money advances.  Rather, the amounts represent a "roll-up"
        of the Senior Prepetition Loan in exchange for the ability
        to continue to use the revolver, the improvement of
        certain terms and an increase in the availability.

     C. Use of Proceeds:  The proceeds of the Wells DIP Facility
        will be used to (a) pay transactional fees, costs and
        expenses incurred in connection with the Wells DIP
        Facility Agreement, and (b) consistent with the terms and
        conditions of the Wells DIP Facility Agreement and in
        accordance with the Budget, for general corporate purposes
        including the funding of capital expenditures and working
        capital and the repayment of the Senior Prepetition Loan.

     D. Partial Roll-Up:  On an interim basis, the DIP Facilities
        effect a "partial roll-up"of the Senior Prepetition Loan.
        The Debtors are required to apply one hundred percent of
        all collections on, and proceeds of, the DIP Collateral to
        repay the Senior Prepetition Loan except with respect to
        priority repayment of Agent Advances.

     E. Interest Rate:  If the relevant advance under the Wells
        DIP Facility Agreement bears interest at a rate determined
        by reference to the LIBOR Rate, the interest rate is at a
        per annum rate equal to the LIBOR Rate plus 5.00%.  If the
        relevant advance under the Wells DIP Facility Agreement
        bears interest at a rate determined by reference to the
        Base Rate, the interest rate is at a per annum rate equal
        to the Base Rate plus 1.75%.  The Borrowers may elect for
        an advance to be a LIBOR Rate Loan.  If the Borrowers do
        not make this election or are not entitled to make this
        election due to the nature of the borrowing, each Advance
        will be a Base Rate Loan.

     F. Liens: To secure the DIP Obligations, the Wells Interim
        DIP Order provides for the benefit of the Agent and the
        Wells Lenders, valid, enforceable and fully perfected,
        first priority liens on and senior security interests in
        all of the DIP Collateral.

     G. Superpriority Claims:  The Interim Orders provide that the
        Wells Lenders and Reser's will be granted allowed
        superpriority administrative expenses claims in each of
        the Debtor's Chapter 11 Cases and in any successor cases
        under the Bankruptcy Code for all DIP Obligations, having
        priority over any and all other claims against the
        Debtors, except that the Reser's DIP Superpriority Claim
        will be subordinate to the Wells DIP Superpriority Claim.
        The Wells DIP Superpriority Claim and the Reser's DIP
        Superpriority Claim will be subject and subordinate in
        priority of payment only to payment of the Carve-Out.

     H. Fees:  The Wells Borrower will pay Agent a Letter of
        Credit Fee which will accrue at a rate equal to 2.75% per
        annum times the Daily Balance of the undrawn amount of all
        outstanding Letters of Credit.

     I. Carve-out: The Wells Fargo lenders' liens are subject to a
        $400,000 carve-out.

John H. Knight at Richards, Layton & Finger P.A., tells the Court
that the Debtors do not have sufficient available sources of
working capital, including cash collateral, to operate in the
ordinary course of business without the DIP financing.  The
Debtors' ability to maintain business relationships with their
vendors, suppliers and customers, to pay their employees, and to
fund their operations during these Chapter 11 Cases is essential
to the Debtors' continued viability.  Moreover, the ability of the
Debtors to obtain sufficient working capital and liquidity through
the proposed post-petition financing arrangement with the Lenders
is vital to the preservation and maintenance of the going concern
value of the Debtors.  Accordingly, the Debtors have an immediate
need to obtain the post-petition financing in order to, among
other things, permit the orderly continuation of the operation of
their businesses, minimize the disruption of their business
operations, and preserve and maximize the value of the assets of
the Debtors' bankruptcy estates.

                       About Chef Solutions

Chef Solutions Inc., through subsidiary Orval Kent, is the second
largest manufacturer in North America of fresh prepared foods for
retail, foodservice and commercial channels.

Chef Solutions and its affiliates filed for Chapter 11 protection
(Bankr. D. Del. Case No. 11-13139) on Oct. 4, 2011, in Delaware
with the aim of selling the business to a joint venture between
Mistral Capital Management LLC and Reser's Fine Foods Inc.
The Debtor estimated assets and debts both exceeding $100 million.

Judge Kevin Gross presides over the case.  Lawyers at Richards,
Layton & Finger, P.A., serve as the Debtors' bankruptcy counsel.
Donlin Recano is the claims and notice agent.  Piper Jaffray & Co.
has been hired as investment banker.  PricewaterhouseCoopers
serves as financial advisor.

Judge Gross has authorized Chef Solutions to borrow $9 million to
fund operations as the Company gears up to sell its assets.

A joint venture between Mistral Capital Management LLC and Reser's
Fine Foods Inc. has signed a contract to buy the business for
$36.4 million in cash and $25.3 million in secured debt.  The deal
is subject to higher and better offers.


CHEF SOLUTIONS: Has Interim Access $5-Mil. Reser DIP Facility
-------------------------------------------------------------
Chef Solutions Inc. and its affiliates has obtained interim
authorization from the Bankruptcy Court to access the DIP Facility
and obtain postpetition financing from Reser's Fine Foods, Inc.,
of up to $5,000,000 on an interim basis up to Nov. 4, 2011.  The
Debtors have earlier asked the Court authorization to access the
DIP facility of up to $10,000,000 from Reser's Fine Foods, Inc.

The Material provisions of the DIP Facility Agreements are:

     A. Lender: Reser's Fine Foods, Inc., is the lender under the
        Reser's DIP Facility Agreement.  An affiliate RFF, LLC,
        and Mistral Chef are partners in a joint venture, RMJV,
        L.P., which is the proposed stalking horse purchaser of
        substantially all of the Debtors' assets.

     B. Amount: Reser's agrees to make available multiple advances
        in an aggregate amount not exceeding $10,000,000.  The
        first advance of $5,000,000 will be disbursed on the
        effective date of the Reser's Interim DIP Order and an
        additional $2,500,000 will be disbursed on the effective
        date of the Reser's Final DIP Order.  Following entry of
        the Reser's Final DIP Order, Reser's will make two
        additional disbursements of $1,250,000, the first seven
        days after entry of the Reser's Final DIP Order and the
        second ten days after the Reser's First Interim Advance.

     C. Use of Proceeds:  The proceeds of the Reser's DIP Facility
        will be used in accordance with, and solely for the
        purposes set forth in the Budget.

     D. Partial Roll-Up:  On an interim basis, the DIP Facilities
        effect a "partial roll-up"of the Senior Prepetition Loan.
        The Debtors are required to apply one hundred percent of
        all collections on, and proceeds of, the DIP Collateral to
        repay the Senior Prepetition Loan except with respect to
        priority repayment of Agent Advances.

     E. Interest Rate: The outstanding principal balance of the
        Reser's DIP Facility will bear interest at a floating per
        annum rate of LIBOR plus 5.00%.

     F. Liens:  The Reser's Interim DIP Order provides for the
        benefit of Reser's valid, enforceable and fully perfected,
        first priority priming liens and senior security interests
        in the DIP Collateral, subject only to the Permitted
        Priority Liens, and the Carve-Out.  The Reser's Liens
        further include a security interest in the Reser's DIP
        Account.

     G. Superpriority Claims:  The Interim Orders provide that the
        Wells Lenders and Reser's will be granted allowed
        superpriority administrative expenses claims in each of
        the Debtor's Chapter 11 Cases and in any successor cases
        under the Bankruptcy Code for all DIP Obligations, having
        priority over any and all other claims against the
        Debtors, except that the Reser's DIP Superpriority Claim
        will be subordinate to the Wells DIP Superpriority Claim.
        Further, the Wells DIP Superpriority Claim and the Reser's
        DIP Superpriority Claim will be subject and subordinate in
        priority of payment only to payment of the Carve-Out.

     H. Fees: On the effective date of the Reser's Interim DIP
        Order, Reser's will fully earn, and be entitled to receive
        from the Borrowers, a loan commitment fee in the amount of
        $50,000.  The Commitment Fee will be paid by the Reser's
        Borrowers on the Maturity Date.

John H. Knight at Richards, Layton & Finger P.A., tells the Court
that the Debtors do not have sufficient available sources of
working capital, including cash collateral, to operate in the
ordinary course of business without the DIP financing.  The
Debtors' ability to maintain business relationships with their
vendors, suppliers and customers, to pay their employees, and to
fund their operations during these Chapter 11 Cases is essential
to the Debtors' continued viability.  Moreover, the ability of the
Debtors to obtain sufficient working capital and liquidity through
the proposed post-petition financing arrangement with the Lenders
is vital to the preservation and maintenance of the going concern
value of the Debtors.  Accordingly, the Debtors have an immediate
need to obtain the post-petition financing in order to, among
other things, permit the orderly continuation of the operation of
their businesses, minimize the disruption of their business
operations, and preserve and maximize the value of the assets of
the Debtors' bankruptcy estates.

                       About Chef Solutions

Chef Solutions Inc., through subsidiary Orval Kent, is the second
largest manufacturer in North America of fresh prepared foods for
retail, foodservice and commercial channels.

Chef Solutions and its affiliates filed for Chapter 11 protection
(Bankr. D. Del. Case No. 11-13139) on Oct. 4, 2011, in Delaware
with the aim of selling the business to a joint venture between
Mistral Capital Management LLC and Reser's Fine Foods Inc.
The Debtor estimated assets and debts both exceeding $100 million.

Judge Kevin Gross presides over the case.  Lawyers at Richards,
Layton & Finger, P.A., serve as the Debtors' bankruptcy counsel.
Donlin Recano is the claims and notice agent.  Piper Jaffray & Co.
has been hired as investment banker.  PricewaterhouseCoopers
serves as financial advisor.

Judge Gross has authorized Chef Solutions to borrow $9 million to
fund operations as the Company gears up to sell its assets.

A joint venture between Mistral Capital Management LLC and Reser's
Fine Foods Inc. has signed a contract to buy the business for
$36.4 million in cash and $25.3 million in secured debt.  The deal
is subject to higher and better offers.


CHINA GINSENG: Meyler & Company Raises Going Concern Doubt
----------------------------------------------------------
China Ginseng Holdings, Inc., filed on Oct. 13, 2011, its annual
report on Form 10-K for the fiscal year ended June 30, 2011.

Meyler & Company, LLC, in Middletown, N.J., expressed substantial
doubt about China Ginseng's ability to continue as a going
concern.  The independent auditors noted that the Company has
incurred an accumulated deficit of $2,835,925 since inception, and
there are existing uncertain conditions the Company faces relative
to its ability to obtain working capital and operate successfully.

The Company reported a net loss of $1.1 million on $4.2 million of
revenue for the fiscal year ended June 30, 2011, compared with a
net loss of $648,727 on $736,651 of revenue for the fiscal year
ended June 30, 2010.

The Company's balance sheet at June 30, 2011, showed $9.8 million
in total assets, $4.7 million in total liabilities, and
stockholders' equity of $5.1 million.

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

                       http://is.gd/M6cycn

China Ginseng Holdings, Inc., headquartered in Changchun City,
China, was incorporated on June 24, 2004, in the State of Nevada.
Since its inception in 2004, the Company has been engaged in the
business of farming, processing, distribution and marketing of
fresh ginseng.  Starting August 2010, the Company has gradually
shifted its business focus from farming and selling ginseng to
producing and selling ginseng juice and wine with its crops as raw
materials, although it still maintains its farming and selling
ginseng business.  Through leases, the Company controls 3,705
acres of land approved by the Chinese government for ginseng
planting and approximately 750 acres of grape vineyards which are
harvested annually.


CHINA INFRASTRUCTURE: Posts $136.5 Million Net Loss in Fiscal 2011
------------------------------------------------------------------
China Infrastructure Investment Corporation filed on Oct. 13,
2011, its annual report on Form 10-K for the fiscal year ended
June 30, 2011.

Weinberg & Company, P.A., in Boca Raton, Florida, expressed
substantial doubt about China Infrastructure Investment's ability
to continue as a going concern.  The independent auditors noted
that the Company incurred a net loss of $136,547,931 for the year
ended June 30, 2011, and has a working capital deficit of
$26,990,951 at June 30, 2011.

The Company reported a net loss of $136.5 million on $55.8 million
of revenues for the fiscal year ended June 30, 2011, compared with
net income of $2.5 million on $42.6 million of revenues for the
fiscal year ended June 30, 2010.

A bad debt provision amounting to $145.9 million was provided by
the Company for the notes receivable from and advance to Tai Ao
and Xinyang.

The Company's balance sheet at June 30, 2011, showed
$602.9 million in total assets, $549.7 million in total
liabilities, and stockholders' equity of $53.2 million.

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

                       http://is.gd/QJ451z

Headquartered in Zhengzhou, Henan Province, in The People's
Republic of China, China Infrastructure Investment Corporation
focuses on investing, constructing, operating and managing
infrastructure development projects in China.  The Company's
common stock is listed on NASDAQ Capital Market with symbol of
CIIC.  The Company currently operates the Pinglin Expressway, a
106-kilometer (66 miles) dual carriageway four-lane toll road in
the central province of Henan.  The Expressway is an important
passage from the northwest region to the southeast coastal region
of China.  The Company is actively pursuing additional acquisition
and development opportunities in infrastructure projects,
including expressways, electricity, water supply and bio fuel
facilities.


CHRYSLER GROUP: Plans $165MM Expansion of Sterling Heights Plant
----------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that a Michigan
automotive factory once destined for the scrap heap received
another financial boost after Chrysler Group LLC said it will
invest $165 million in its Sterling Heights, Mich., assembly
plant, clearing the way for the production of some new vehicles
the company has not yet named.

                       About Chrysler Group

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002).  Chrysler hired Jones Day, as lead counsel;
Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory
Group LLC, and Greenhill & Co. LLC, for financial advisory
services; and Epiq Bankruptcy Solutions LLC, as its claims agent.
Chrysler has changed its corporate name to Old CarCo following its
sale to a Fiat-owned company.  As of December 31, 2008, Chrysler
had $39,336,000,000 in assets and $55,233,000,000 in debts.
Chrysler had $1.9 billion in cash at that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.  Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC.

Fiat has a 20% equity interest in Chrysler Group.

The U.S. and Canadian governments provided Chrysler with
$4.5 billion to finance its bankruptcy case.  Those loans are to
be repaid with the proceeds of the bankruptcy estate's
liquidation.

                           *     *     *

As reported in the Troubled Company Reporter on June 6, 2011,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Chrysler Group LLC. The rating outlook is stable.
"At the same time, we assigned our issue-level rating to
Chrysler's $4.3 billion senior bank facilities ('BB') and $3.2
billion second-lien notes ('B'). The recovery ratings are '1' and
'5'. The company recently completed this financing," S&P stated.


CLEARWIRE CORP: Highside Capital Owns 6.5% of Class A Shares
------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Highside Capital Management, L.P., and its affiliates
disclosed that they beneficially own 16,174,400 shares of Class A
common stock of Clearwire Corporation representing 6.5% of the
shares outstanding.  A full-text copy of the filing is available
for free at http://is.gd/uyY7ht

                    About Clearwire Corporation

Kirkland, Wash.-based Clearwire Corporation (NASDAQ: CLWR)
-- http://www.clearwire.com/-- through its operating
subsidiaries, is a leading provider of wireless broadband
services.  Clearwire's 4G mobile broadband network serves 68
markets, including New York City, Los Angeles, Chicago, Dallas,
Philadelphia, Houston, Miami, Washington, D.C., Atlanta and
Boston.

The Company reported a net loss of $2.30 billion on
$556.82 million of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $1.25 billion on $274.46 million of
revenue during the prior year.

The Company's balance sheet at June 30, 2011, showed $9.11 billion
in total assets, $5.02 billion in total liabilities, and
$4.08 billion in total stockholders' equity.

                           *     *     *

As reported by the Troubled Company Reporter on Nov. 11, 2010,
Standard & Poor's Ratings Services lowered its corporate credit
rating, and all other ratings, on Clearwire Corp. to 'CCC' from
'B-'.  At the same time, S&P revised the CreditWatch listing on
the company from negative to developing.  S&P had initially placed
the ratings on CreditWatch with negative implications on Oct. 6,
2010, based on S&P's view that Clearwire faced significant near-
term liquidity risks.

The downgrade follows the Company's disclosure -- in its Form 10-Q
for quarter ended Sept. 30, 2010 -- regarding the uncertainty
about its ability to obtain additional capital and continue as a
going concern.  In Clearwire's 2010 third-quarter earnings report
and conference call, the company indicated that it expected to run
out cash by mid-2011, which is consistent with S&P's earlier
comments.  Cash totaled around $1.4 billion as of Sept. 30, 2010.


CNS RESPONSE: Extends Maturity of Subordinated Notes to 2012
------------------------------------------------------------
CNS Response, Inc., with the consent of holders of a majority in
aggregate principal amount outstanding of its outstanding
subordinated unsecured convertible notes, amended all of the
Subordinated Notes to extend the maturity of those notes until
Oct. 1, 2012.  The amendment, which is effective as of Sept. 30,
2011, also added a mandatory conversion provision to the terms of
the Subordinated Notes.  Under that provision, the Subordinated
Notes would be automatically converted upon the closing of a
public offering by the Company of shares of its common stock or
other securities with gross proceeds to the Company of at least
$10 million.  If the public offering price is less than the
conversion price then in effect, the conversion price will be
adjusted to match the public offering price.  Pursuant to the
terms of the amendment, the Subordinated Notes would receive a
second position security interest in the assets of the Company.
The Majority Holders of the Subordinated Notes also consented to
the terms of a new $2 million bridge financing and to granting the
investors in that financing a second position security interest in
the assets of the Company that is pari passu with the second
position security interest received by the holders of the
Subordinated Notes.

On Oct. 12, 2011, the Company, with the consent of the Majority
Holders of its senior secured convertible notes, amended all of
the Senior Notes to extend the maturity of those notes until
Oct. 1, 2012.  The amendment, which is effective as of Sept. 30,
2011, also added the same mandatory conversion and conversion
price adjustment provisions to the terms of the Senior Notes as
were added to the terms of the Subordinated Notes.  The Majority
Holders of the Senior Notes also consented to the terms of the
Bridge Financing and to granting the investors in that financing
as well as the holders of the Company's Subordinated Notes a
second position security interest in the assets of the Company.
The guaranties that had been issued in 2010 to certain Senior Note
investors by SAIL Venture Partners, L.P., were extended
accordingly.

Pursuant to the agreements amending the Senior Notes and
Subordinated Notes, the exercise price of the warrants that were
issued in connection with the Senior Notes and the Subordinated
Notes will be adjusted to match the Qualified Offering Price, if
that price is lower than the exercise price then in effect. The
Company agreed to issue to each holder of the Senior Notes and
Subordinated Notes, as consideration for the above, warrants to
purchase a number of shares of common stock equal to 30% of the
number of shares of common stock to be received by each holder
upon conversion of their notes at the closing of the Qualified
Offering.  The Consideration Warrants would be issued after the
Qualified Offering and would have the same terms as the
Outstanding Warrants, as amended.

The Amended and Restated Security Agreement, dated as of Sept. 30,
2011, between the Company and Paul Buck, as administrative agent
for the secured parties, which replaces the existing security
agreement from 2010, and the corresponding security interest
terminate:

   (1) with respect to the Senior Notes, if and when holders of a
       majority of the aggregate principal amount of Senior Notes
       issued have converted their notes into shares of common
       stock; and

   (2) with respect to the Subordinated Notes and notes to be
       issued in the Bridge Financing, if and when holders of a
       majority of the aggregate principal amount of Subordinated
       Notes and Bridge Notes (on a combined basis) have converted
       their notes.

On Oct. 12, 2011, the Company received a $250,000 loan from its
director John Pappajohn.  The Company anticipates that the terms
of this loan will be identical to the terms of the Bridge
Financing.

The Subordinated Notes and Senior Notes and related warrants, and
any securities represented by the amendments thereo, were issued
by the Company under the exemption from registration afforded by
Section 4(2) of the Securities Act of 1933, as amended, and
Regulation D promulgated thereunder, as they were issued to
accredited investors, without a view to distribution, and were not
issued through any general solicitation or advertisement.

                        About CNS Response

Aliso Viejo, Calif.-based CNS Response, Inc., is a cloud-based
neurometric company focused on analysis, research, development and
the commercialization of a patented platform which allows
psychiatrists and other physicians to exchange outcome data
referenced to electrophysiology.  With this information,
physicians can make more informed decisions when treating
individual patients with behavioral (psychiatric and/or addictive)
disorders.  The Company's secondary Clinical Services business,
operated by its wholly-owned subsidiary, Neuro-Therapy Clinic
("NTC"), is a full service psychiatric clinic.

Cacciamatta Accountancy Corporation, in Irvine, California,
expressed substantial doubt about CNS Response's ability to
continue as a going concern, following the Company's results for
the fiscal year ended Sept. 30, 2010.  The independent auditors
noted that of the Company's continued operating losses and limited
capital.

The Company's balance sheet at June 30, 2011, showed $1.36 million
in total assets, $10.46 million in total liabilities and a $9.10
million total stockholders' deficit.


COLONY RESORTS: Peter Weidman Resigns as Director
-------------------------------------------------
Colony Resorts LVH Acquisitions, LLC, received notification from
Peter Weidman that he has resigned from the Board of the Company.

                       About Colony Resorts

Las Vegas, Nev.-based Colony Resorts LVH Acquisitions, LLC, owns
and operates the Las Vegas Hilton, a casino resort located in Las
Vegas, Nevada.  The Company licenses from HLT Existing Franchise
Holding LLC the right to use the name "Hilton" and is part of
Hilton's reservation system and Hilton's "HHonors Programs(TM).

The Company's balance sheet at June 30, 2011, showed $347.55
million in total assets, $296.17 million in total liabilities,
$61.80 million in redeemable members' equity, and a $10.42 million
members' deficit.

                      Default Under Term Loan

On May 11, 2006, the Company entered into a Loan Agreement with
Goldman Sachs Commercial Mortgage Capital, L.P.  The Term Loan was
for an initial principal amount of $209.2 million and for an
initial term of two years.  The Company has drawn an additional
$40.8 million against the Term Loan, the maximum funding of the
Term Loan.  Covenants under the Term Loan restrict the Company's
future borrowing capacity.  The loan had an original two-year term
and three, one-year extensions.

Interest on the loan was based on LIBOR plus 2.9% with a minimum
LIBOR rate of 1.5%.  Interest incremented to LIBOR plus 3.5% from
July 2009 through May 2010 and increased to LIBOR plus 4.0% from
June 2010 through May 2011.

As of July 29, 2011, the Company is in default on its Term Loan.
Accordingly, the lender is entitled to exercise various rights,
powers and remedies including acceleration of the Loan,
termination or suspension of all or any portion of advances or
disbursement of funds from restricted cash accounts, accrual of
interest at the default rate and the exercise of remedies under
collateral documents.  The Company is currently in discussions
with its lender to negotiate a restructuring of its debt.  If the
Company is not successful in a restructuring agreement or entering
into a transaction to address its liquidity and capital structure,
the note holders have the ability to demand accelerated repayment
of all amounts under the Term Loan.  The Company would not have
the liquidity to meet this demand.

According to the Company, these conditions raise substantial doubt
about its ability to continue as a going concern.

As reported in the TCR on March 29, 2011, Ernst & Young, in Las
Vegas, Nevada, expressed substantial doubt about Colony Resorts
LVH Acquisition's ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has incurred recurring net losses and has a
working capital deficiency.




COMVEST LTD: Bankruptcy Trustee Sues Two Officials
--------------------------------------------------
Andrea Lannom at wowktv.com reports that Martin P. Sheehan,
trustee of Comvest Ltd.'s bankruptcy estate, filed a lawsuit on
Oct. 13, 2011, in U.S. District Court in Clarksburg, West
Virginia, against company secretary and Bridgeport, W.Va. mayor,
James R. Christie, and company president H. David Cutlip.

According to the suit, Messrs. Christie and Cutlip transferred
Comvest's assets to other companies that they had interests in,
including Comvest Capital LLC, Comvest Leasing, Inc., Comvest
Export Finance Co., Inc., Comvest Export Capital, Co., Inc.,
Methane Recovery Solutions, LLC., Lunasol Sounds LLC., Moon and
Stars Studio, LLC., Moon and Stars Nashville, Inc., Christie-
Cutlip Development Co., Inc. and Holiday Music and Production LLC.

"(Defendants) acted in gross and reckless disregard of their
obligations to the debtor, Comvest, Ltd., Inc., and its creditors
and shareholders," the report quotes the suit as stating.  Mr.
Sheehan claimed that numerous transfers were made to these
companies for "less than reasonably equivalent value," leaving
Comvest with "unreasonably small capital."

The report says Mr. Sheehan requested the court to award a
sufficient sum to make the company's bankruptcy estate whole.
Gregory H. Schillace, Esq., from Shillace Law Office in Clarksburg
is representing Mr. Cutlip.  No response has been filed for either
defendant.  Mr. Schillace can be reached at:

   Gregory H. Schillace, Esq.
   SHILLACE LAW OFFICE
   Huntington Bank Building, Third Floor
   230 West Pike Street, P.O. Box 1526
   Clarksburg, WV 26302
   Tel: 888-290-7794
   Fax: 304-624-9100

Comvest Ltd. Inc. -- http://www.comvestltd.com/-- is a privately
held firm involved in providing flexible and innovative tax-exempt
financing solutions in the mid-Atlantic region.  Comvest filed for
Chapter 11 (Bankr. S.D. W.V. Case No. 10-40119) on April 2, 2010.
Andrew S. Nason, Esq., at Pepper & Nason, represents the Debtor in
its Chapter 11 effort.  The petition said that assets were up to
$50,000 while debts were $1 million to $10 million.


CROSS BORDER: 965,000 Common Shares Options Canceled
----------------------------------------------------
Options to purchase a total of 965,000 shares of common stock were
assigned to Cross Border Resources, Inc., for cancellation.  The
Company paid option holders Lawrence J. Risley, Everett Willard
Gray II and Jo Ana Kessler an aggregate of $96,500.

                    About Cross Border Resources

Cross Border Resources, Inc. f/k/a Doral Energy Corp. (OTC BB:
DRLY) -- http://www.DoralEnergy.com/-- is a licensed oil and gas
operator in the state of New Mexico.  The Company is headquartered
in Midland, Texas.

The Company's balance sheet at June 30, 2011, showed
$26.37 million in total assets, $8.07 million in total
liabilities, and $18.30 million in total stockholders' equity.

As reported in the Troubled Company Reporter on Nov. 23, 2010,
MaloneBailey, LLP, in Houston, Texas, expressed substantial doubt
about Doral Energy's ability to continue as a going concern
following the Company's results for the fiscal year ended July 31,
2010.  The independent auditors noted that the Company has
negative working capital and recurring losses from operations.


DALLAS STARS: FTC Approves Gaglardi's $265 Million Bid
------------------------------------------------------
Ian Thoms at Bankruptcy Law360 reports that the Federal Trade
Commission on Monday cleared Canadian businessman Tom Gaglardi's
$265 million bid for the National Hockey League's Dallas Stars LP,
paving the way for the bankrupt team to be sold at auction in
Delaware.

According to Law360, the agency granted early termination to its
antitrust review of the proposal about one month after U.S.
Bankruptcy Judge Peter J. Walsh gave his blessing to Gaglardi's
bid and the team's auction plans.

                        About Dallas Stars

Frisco, Texas-based Dallas Stars, L.P. -- http://stars.nhl.com/--
operates as a professional men's ice hockey team.  The company was
formerly known as Minnesota North Stars and changed its name to
Dallas Stars, L.P. in 1993.

Dallas Stars and three affiliates filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case Nos. 11-12935 to 11-12938) on Sept. 15, 2011.
The affiliates are Dallas Arena LLC, Dallas Stars U.S. Holdings
Corporation, and StarCenters LLC.  Judge Peter J. Walsh presides
over the cases.  Martin A. Sosland, Esq., and Ronit J. Berkovich,
Esq., at Weil, Gotshal & Manges LLP, serve as bankruptcy counsel
to the Debtors.  John H. Knight, Esq., at Richards Layton &
Finger, P.A., serves as the Debtors' Delaware counsel. The Garden
City Group, Inc., as their notice, claims, and solicitation agent.
KPMG LLP serves as the Debtors' auditor, tax advisor, and
bankruptcy administration consultant.

Dallas Stars estimated $100 million to $500 million in assets and
debts in its petition.  The petitions were signed by Robert L.
Hutson, chief financial officer.

The team is owned by Dallas businessman Thomas O. Hicks' HSG
Sports Group.  Mr. Hicks was the former owner of the Texas
Rangers.  The Texas Rangers were sold in a bankruptcy court-
supervised auction to a group led by Hall of Fame pitcher Nolan
Ryan for $593 million.

The Stars are the second NHL team to file for bankruptcy since
2009, after the Phoenix Coyotes.

Counsel to JP Morgan Chase Bank, N.A., as Prepetition First Lien
Agent, is Mitchell A. Seider, Esq., and Joseph Fabiani, Esq., at
Latham & Watkins LLP.  Its Delaware counsel is Michael R.
Lastowski, Esq., at Duane Morris LLP.

First lien lender Monarch Alternative Capital LLC is represented
by Andrew M. Leblanc, Esq., at Milbank Tweed Hadley and McCloy
LLP.

Counsel to the NHL are Thomas W. Gowan, Esq., and J. Gregory
Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP.

Counsel to GSP Finance LLC, as successor in interest to Barclays
Bank PLC, as Prepetition Second Lien Agent, is Jason Young, Esq.,
at Clifford Chance US LLP.


DANA HOLDING: Moody's Lifts Rating, Predicts Strong Earnings
------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Moody's Investors
Service raised its ratings on Dana Holding Corp. one notch closer
to investment grade, citing expectations of continued strong
earnings and cash flow trends despite macroeconomic pressures.

                        About Dana Holding

Based in Toledo, Ohio, Dana Holding Corporation  --
http://www.dana.com/-- designs and manufactures products for
every major vehicle producer in the world, and supplies
drivetrain, chassis, structural, and engine technologies to those
companies.  Dana employs 46,000 people in 28 countries.  Dana is
focused on being an essential partner to automotive, commercial,
and off-highway vehicle customers, which collectively produce more
than 60 million vehicles annually.  Dana has facilities in China
in the Asia-Pacific, Argentina in the Latin-American regions and
Italy in Europe.

Dana Corp., together with affiliates, affiliates filed for Chapter
11 protection on March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-
10354).  Attorneys at Jones Day represented the Debtors.  It
emerged from bankruptcy Jan. 31, 2008, and the reorganized entity
was named Dana Holding Corporation.


DAYBREAK OIL: Incurs $259,000 Net Loss in August 31 Quarter
-----------------------------------------------------------
Daybreak Oil and Gas, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $259,482 on $331,684 of oil and gas sales for the
three months ended Aug. 31, 2011, compared with a net loss of
$370,111 on $307,006 of oil and gas sales for the same period
during the prior year.

The Company also reported a net loss of $413,928 on $712,041 of
oil and gas sales for the six months ended Aug. 31, 2011, compared
with a net loss of $755,807 on $500,057 of oil and gas sales for
the same period a year ago.

The Company reported a net loss of $1.2 million on $1.1 million of
oil and gas sales for the fiscal year ended Feb. 28, 2011,
compared with a net loss of $2.3 million on $471,442 of oil and
gas sales for the fiscal year ended Feb. 28, 2010.

The Company's balance sheet at Aug. 31, 2011, showed $3.19 million
in total assets, $3.47 million in total liabilities and a $278,661
total stockholders' deficit.

As reported in the TCR on June 1, 2011, MaloneBailey, LLP, in
Houston, expressed substantial doubt about Daybreak Oil's
ability to continue as a going concern, following the Company's
results for the fiscal year ended Feb. 28, 2011.  The independent
auditors noted that the Company suffered losses from operations
and has negative operating cash flows.

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

                         http://is.gd/xQzdAw

                         About Daybreak Oil

Daybreak Oil and Gas, Inc. is an independent oil and natural gas
exploration, development and production company.  The Company is
headquartered in Spokane, Washington and has an operations office
in Friendswood, Texas.  The Company's common stock is quoted on
the OTC Bulletin Board market under the symbol DBRM.OB.  Daybreak
has over 20,000 acres under lease in the San Joaquin Valley of
California.


D.C. DEVELOPMENT: Financial Woes Cue Chapter 11 Bankruptcy Filing
-----------------------------------------------------------------
Hanah Cho at the Baltimore Sun reports that DC Development LLC
filed on Oct. 16, 2011, for Chapter 11 bankruptcy protection in
the U.S. Bankruptcy Court in Greenbelt, Maryland, while they try
to resolve financial difficulties related to another business.

DC Development LLC owns Wisp Resort in Garrett County, which is a
ski resort near Deep Creek Lake.

Ms. Cho says the company has been unable to renegotiate the
repayment of a $28.5 million loan with BB&T Corp.  The loan was
tied to the construction of an 18-hole golf course and community
called Lodestone Golf Club.  The golf club property, which is near
the ski resort, has experienced lackluster sales of home sites,
she notes.

According to Baltimore Sun, DC Development said Chapter 11
protection would allow it to work out its loan restructuring and
provide "breathing room needed to continue to seek new investors
for the companies."

Ms. Cho relates that the owners had been considering options
including refinancing and finding additional investors. Selling
the ski property would be the last resort.

The report says Karen Myers, one of the three partners in Wisp
Resort, said in August that the resort was a "very healthy,
vibrant, profitable business," but that the real estate business
had been struggling.


D.C. DEVELOPMENT: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: D.C. Development, LLC
        212 Marsh Hill Road
        Mc Henry, MD 21541

Bankruptcy Case No.: 11-30548

Chapter 11 Petition Date: October 15, 2011

Court: U.S. Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Wendelin I. Lipp

Debtor's Counsel: James A. Vidmar, Jr., Esq.
                  LOGAN, YUMKAS, VIDMAR & SWEENEY LLC
                  2530 Riva Road, Suite 400
                  Annapolis, MD 21401
                  Tel: (443) 569-5977
                  Fax: (410) 571-2798
                  E-mail: jvidmar@loganyumkas.com

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

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

The petition was signed by Karen F. Myers, managing member of
Spiker LLC, member.

Debtor's List of Its 19 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Garrett County Tax                 Property Tax           $420,087
Collection Office
203 South 4th Street, Room 107A
Oakland, MD 21550

Mountain Communications, LLC       Trade Debt              $78,475
Route 3, Box 69-C
Bruceton Mills, WV 26525

Gordon, Feinblatt, Rothman,        Legal Fees              $66,357
Hoffberger & Hollander, LLC
233 East Redwood Street
Baltimore, MD 21202

Wisp Resort Master Association,    Trade Debt              $33,125
Inc.

Garrett Co. Dept. of Public        Trade Debt              $31,139
Utilities

MBM Contracting, Inc.              Trade Debt              $12,121

Supply Solutions, LLC              Trade Debt               $1,033

Keystone Lime Company, Inc.        Trade Debt                 $887

ProCom                             --                         $531

Branch Banking & Trust Company     --                  $26,892,731
                                                         (secured)

Branch Banking & Trust Company     --                   $5,515,762
                                                         (secured)

First United Bank & Trust          --                   $2,374,939
                                                         (secured)

Branch Banking & Trust Company     --                   $2,036,154
                                                         (secured)

Central Bank                       --                     $850,728
                                                         (secured)

MVB Bank, Inc.                     House & Lot            $475,690
                                                         (secured)

Clear Mountain Bank                --                     $363,166
                                                         (secured)

First United Bank & Trust          --                     $310,238
                                                         (secured)

First United Bank & Trust          --                     $125,061
                                                         (secured)

Signal Hill Capital Group, LLC     Possible Claim          Unknown


DECORATOR INDUSTRIES: Final Cash Collateral Hearing on Oct. 25
--------------------------------------------------------------
Decorator Industries, Inc., will return to the Bankruptcy Court on
Oct. 25, 2011, at 3:00 p.m. for a final hearing on its request to
use cash collateral securing obligations to its prepetition
lender.

The Debtor is indebted to Crestmark Bank under a revolving credit
facility pursuant to the terms of (i) a Promissory Note executed
by the Debtor in favor of Crestmark dated April 20, 2010, in the
original principal amount of $2,000,000, and (ii) a Loan Security
Agreement dated April 20, 2010.  As of the Petition Date, the
unpaid balance on the Note is $1,063,663.  Any cash or cash
equivalents, funds or proceeds of or derived from certain of the
collateral securing the obligations of the Debtor may constitute
cash collateral within the meaning of Section 363 of the
Bankruptcy Code.

In its request, Decorator Industries said an immediate and
critical need exists for the Debtor to be permitted access to Cash
Collateral to continue to operate its business, pay its payroll
and other ordinary and necessary operating expenses, maintain
hundreds of jobs and preserve its ongoing, enterprise value.

On Oct. 6, the Debtor won interim authority to use cash collateral
and provide replacement lien to its lender on all of the Debtor's
property, subject and junior to (a) all unpaid fees due to the
Office of the United States Trustee pursuant to 28 U.S.C. Sec.
1930; and (b) all unpaid fees required to be paid to the Clerk of
the Bankruptcy Court.  However, the lender will not have or be
granted a Replacement Lien on or against any claims or causes of
action arising under Sections 542 through 550 of the Bankruptcy
Code or on or against the proceeds of the Avoidance Actions.

The Debtor proposes to use the Cash Collateral strictly in
accordance with the terms of a budget prepared by the Debtor. The
Budget covers the four-week period from Oct. 2 through Oct. 29,
2011.  According to the budget, the Debtor started the period with
$750,000 cash.  Through projected collections, the Debtor expects
to end the period with $959,678 cash, after expenses.  The Debtor
also expects accounts receivables, thus ending the four-week
period with $2.3 million in cash and accounts receivable.

                    About Decorator Industries

Decorator Industries Inc. (Pinksheets: DINIQ.PK) supplies interior
furnishings for the hospitality and RV industries.  Decorator
Industries, doing business as Specialty Window Coverings and
Superior Drapery, filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Fla. Case No. 11-37641) on Oct. 3, 2011.  Judge John K. Olson
oversees the case.  Paul J. Battista, Esq. and Mariaelena Gayo-
Guitian, Esq., at Genovese Joblove & Battista, P.A., serve as
counsel to the Debtor.  The Debtor estimated assets of $10 million
to $50 million and debts of $1 million to $10 million.


DECORATOR INDUSTRIES: Final Hearing on Genovese Hiring on Oct. 25
-----------------------------------------------------------------
Decorator Industries, Inc., won interim Court authority to employ
Paul J. Battista, Esq., and the law firm of Genovese Joblove &
Battista under a general retainer as its restructuring and general
bankruptcy attorneys in its Chapter 11 case.

A final hearing on the Application is scheduled for Oct. 25, 2011
at 3:00 p.m., prevailing Eastern Time, in Fort Lauderdale.

The hourly rates for the attorneys at Genovese range from $195 to
$595 per hour.  The hourly rates of Paul J. Battista, Mariaelena
Gayo-Guitian, Heather L. Harmon and Michael L. Schuster, the
attorneys who will be principally working on this case, are $595,
$435, $410 and $295, respectively.  The hourly rates for the legal
assistants at Genovese range from $75 to $170.

Genovese began providing services to the Debtor prepetition.

On Aug. 9, 2010, Genovese received an initial retainer from the
Debtor in the amount of $15,000.  On Nov. 23, 2010, Genovese
received a further retainer from the Debtor in the amount of
$100,000.  The retainers were used to pay for Genovese's
prepetition invoices.

On Oct. 3, 2011, Genovese received a new retainer from the Debtor
in the amount of $100,000.  Prior to the filing of the bankruptcy
case, Genovese transferred an amount equal to $19,527 from the
Retainer to Genovese's operating account to pay the accrued fees
and expenses incurred by GJB during the month of September 2011.
As a result, Genovese had a net Retainer for the Chapter 11 case
in the amount of $80,472.  As of the Petition Date, the Chapter 11
Retainer has been transferred to the attorneys' trust account of
Genovese.

Mr. Battista attests that shareholders, counsel and associates of
Genovese: (a) do not have any connection with the Debtor, its
affiliates, its creditors, the U.S. Trustee, any person employed
in the office of the U.S. Trustee, or any other party in interest,
or its attorneys and accountants; (b) are disinterested persons,
as that term is defined in Section 101(14) of the Bankruptcy Code;
and (c) do not hold or represent any interest adverse to the
Debtor?s estate.

                    About Decorator Industries

Decorator Industries Inc. (Pinksheets: DINIQ.PK) supplies interior
furnishings for the hospitality and RV industries.  Decorator
Industries, doing business as Specialty Window Coverings and
Superior Drapery, filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Fla. Case No. 11-37641) on Oct. 3, 2011.  Judge John K. Olson
oversees the case.  The Debtor estimated assets of $10 million to
$50 million and debts of $1 million to $10 million.


DECORATOR INDUSTRIES: Sec. 341 Creditors' Meeting Set for Nov. 1
----------------------------------------------------------------
The U.S. Trustee for the Southern District of Florida will hold a
Meeting of Creditors in the bankruptcy case of Decorator
Industries, Inc., on Nov. 1, 2011, at 10:00 a.m. at 51 SW First
Ave Room 1021, Miami.

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.

The deadline to file a complaint to determine dischargeability of
debts is Jan. 3, 2012.  Proofs of claim are due by Jan. 30, 2012.

                    About Decorator Industries

Decorator Industries Inc. (Pinksheets: DINIQ.PK) supplies interior
furnishings for the hospitality and RV industries.  Decorator
Industries, doing business as Specialty Window Coverings and
Superior Drapery, filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Fla. Case No. 11-37641) on Oct. 3, 2011.  Judge John K. Olson
oversees the case.  Paul J. Battista, Esq. and Mariaelena Gayo-
Guitian, Esq., at Genovese Joblove & Battista, P.A., serve as
counsel to the Debtor.  The Debtor estimated assets of $10 million
to $50 million and debts of $1 million to $10 million.


DISH NETWORK: Moody's Upgrades CFR to 'Ba2', Outlook Stable
-----------------------------------------------------------
Moody's Investors Service upgraded DISH Network Corporation's
Corporate Family Rating ("CFR") to Ba2 from Ba3, Probability of
Default Rating ("PDR") to Ba1 from Ba2 and all its debt instrument
ratings to Ba2 (LGD 4-68%) from Ba3 (LGD 4-68%). This action
concludes the review for possible upgrade initiated on May 2,
2011. The rating outlook is stable and the Speculative Grade
Rating remains unchanged at SGL-1.

Moody's Investor's Service maintains the following ratings on DISH
Network and it's following affiliates:

DISH Network

Long Term Corporate Family Ratings Rating of Ba2

Probability of Default Rating of Ba1

Speculative Grade Liquidity Rating of SGL-1

Dish DBS Corporation

Senior Unsecured Rating of Ba2

LGD Senior Unsecured Assessment of 68 - LGD4

Summary of today's actions:

Upgrades:

Issuer: Dish DBS Corporation

  Senior Unsecured Regular Bond/Debenture, Upgraded to Ba2
  (LGD4-68%) from Ba3 (LGD4-68%)

Issuer: Dish Network Corporation

  Probability of Default Rating, Upgraded to Ba1 from Ba2

  Corporate Family Rating, Upgraded to Ba2 from Ba3

Outlook Actions:

Issuer: Dish DBS Corporation

  Outlook, Changed To Stable From Rating Under Review

Issuer: Dish Network Corporation

  Outlook, Changed To Stable From Rating Under Review

Ratings Rationale

The upgrade reflects the company's moderate debt-to-EBITDA
leverage (including Moody's standard adjustments) and solid free
cash flow generation, the settlement of ongoing litigation with
TiVo at much better terms than expected, lower than expected
subscriber losses despite losing major telco partnerships to
DIRECTV, and the potential to develop a long-term solution to
provide wireless broadband to its video customers.

"With all cable companies offering triple play products and
DIRECTV having the ability to do so as well across 90% of the
country through its partnership agreements with large telco
companies, we believe that DISH is in the midst of planning a long
term strategy to provide wireless broadband to its customers to
remain competitive with the popular triple-play product offering
by the cable TV and telco industries. In our view, the company's
purchase of a significant amount of wireless spectrum is an
important strategic step which is factored into the rating. While
it is unclear whether management will use the spectrum to build
out its own wireless network and in what manner and timeframe it
will do so, we believe that from a credit perspective, its recent
acquisitions have been a better use of free cash flow than doing
stock buybacks and dividends, particularly given the expected
scarcity of spectrum that is looming over the intermediate-to-
long-term," Moody's says.

"We expect the company to invest in a broadband strategy over the
intermediate term and believe that given its strong credit metrics
for a Ba2 rating category, it has sufficient flexibility via its
free cash flows and balance sheet capacity to make measured
investments and raise incremental debt for such investments,"
stated Neil Begley, a Moody's Senior Vice President.

DISH's Ba2 CFR is three notches below that of its direct
competitor, DIRECTV (Baa2 senior unsecured), which continues to be
driven by DISH's underperformance in customer acquisition and
retention, the lack of visibility into its strategic direction and
financial policy, the loss of large telco partnerships to DIRECTV,
its controlling shareholder structure and moderately higher
leverage relative to DIRECTV. The company has consistently lagged
in marketing, promotions and customer service, and in our view,
has been too thrifty in its investments in programming to keep its
product offering competitive, Moody's notes. "We expect DISH to
experience escalating subscriber acquisition costs as it steps up
its advertising and promotional efforts to stem subscriber losses
and reverse to subscriber growth. In our view, this, along with
increasing programming expenses, will gradually pressure margins
and impact the company's ability to materially improve its cash
flow generation," Moody's relates.

"DISH's Ba2 CFR continues to primarily reflect our concern that
competition from cable and telecommunication companies, who offer
multiple products (video, voice, and data), will pressure margins
and cash flow generation as the costs to grow and retain
subscribers will continue to escalate. Mitigating our concerns are
the company's very strong credit metrics for a company of this
scale in the Ba-rating category, its significant cash and
marketable securities balance and its large subscriber base. In
addition, lack of transparency on fiscal policies and financial
guidance from the company's management and flexible indenture
covenants also moderately constrain the CFR. The rating also
reflects the company's controlling shareholder structure which
drives the lack of transparency, although clearly, the controlling
shareholder and Chairman, Charles Ergen, has had a positive impact
on the company as it has maintained strong liquidity and credit
metrics," Moody's says. "The company has recently been
particularly acquisitive and in the absence of guidance on their
strategic direction and use of acquired assets, there is elevated
event risk with respect to additional acquisitions of a material
size and a potential build out of its own wireless broadband
network which would require heavy investments over a prolonged
period," added Mr. Begley.

DISH's SGL-1 liquidity rating reflects the company's robust
unrestricted cash and marketable securities balance of $4.6
billion (approximately $2.0 billion after accounting for remaining
payments for recent acquisitions and $1 billion of notes which
matured in October 2011) and expected strong free cash flow
generation of over $1 billion in 2011. The company has no further
debt maturities until October, 2013. Although DISH does not have a
revolving bank facility to provide external funding sources should
the company experience a dramatic reduction in operating cash
flow, this concern is mitigated with our estimation that the
company will typically maintain over $1 billion of cash and
marketable securities on the balance sheet, according to Moody's.
Dish's portfolio of wireless spectrum will also provide a source
of alternative liquidity.

"The company's current credit metrics are very strong for its Ba2
credit rating. However, the stable outlook reflects the
uncertainty surrounding DISH's strategic direction and investment
beyond its core video business, balanced by our expectation that
DISH will maintain its strong credit metrics, a sizeable
subscriber base and solid liquidity. We expect DISH to continue to
invest in its customer acquisition efforts in the near term,
including pricing positioning and expanding its video offering
with its purchase of the Blockbuster assets, as well as invest in
a longer term strategy to provide wireless broadband to its video
customers, through its acquisitions of wireless spectrum," says
Moody's.

Downward rating pressure would occur if DISH were to sustain debt-
to-EBITDA leverage (incorporating Moody's standard adjustments)
over 3.5 times. Sustained use of cash for shareholder rewards or
strategic ventures with negative implications for DISH's credit
profile, material subscriber losses, multiple satellite failures
that cannot be mitigated with backup transponders or capacity
constraints that affect the company's ability to provide a
competitive service could also have negative rating implications.

Upward rating pressure could occur if Moody's believed that
present subscriber levels can be maintained in combination with
stable churn rates and retention costs, and leverage can be
sustained under 3.0x debt-to-EBITDA including flexibility to fund
its strategic plans. Also important would be the development of a
broadband strategy which is sufficiently competitive to maintain
its subscriber base, in a market that is growing its dependence
upon Internet access capability, through measured investment
levels as well as with strategic partners .

Please see ratings tab on the issuer/entity page on Moodys.com for
the last credit rating action and the rating history.

DISH's ratings were assigned by evaluating factors that Moody's
considers relevant to the credit profile of the issuer, such as
the company's (i) business risk and competitive position compared
with others within the industry; (ii) capital structure and
financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk. Moody's compared these attributes against
other issuers both within and outside DISH's core industry and
believes DISH's ratings are comparable to those of other issuers
with similar credit risk. 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 this methodology.

DISH Network Corporation is the third largest pay television
provider in the United States with 14.06 million subscribers as of
6/30/2011. Revenue for the LTM period ending 6/30/2011 was $13.3
billion.


DRINKS AMERICAS: Steven Dallas Elected to Board of Directors
------------------------------------------------------------
Steven Dallas was elected to the board of directors of Drinks
Americas Holdings, Ltd., on Oct. 13, 2011.  Mr. Dallas is 54 years
old and has over 30 years experience in mortgage operations, loan
originations, loan administration and servicing.  He also has an
extensive background in finance, capital and business operations.
Since 2009, Mr. Dallas has been the owner of the Dallas Finance
Group, which focuses on the brokerage of high quality real estate
and commercial transactions, real estate finance, commercial
business finance, accounts receivable & inventory lending,
equipment finance and leasing, real estate equity and mezzanine
transactions.  Since 2007, Mr. Dallas has also served as a board
member of the USAM Fund, which focuses on funding short term, low
loan-to-value commercial real estate loans and building a strong,
diversified, long-term investment portfolio for the benefit of
founders and investors.  From 1994 until 2007, Mr. Dallas served
as the president of DV Capital, Incorporated, a venture capital
firm specializing in finance, real estate and entertainment
related endeavors.

There is no family relationship between Mr. Dallas and any other
executive officer or director of the Company.  In addition, Mr.
Dallas has not been involved in any transaction with the Company
that would require disclosure under Item 404(a) of the Regulation
S-K.

                       About Drinks Americas

Headquartered in Wilton, Conn., Drinks Americas Holdings, Ltd. --
http://www.drinksamericas.com/-- through its majority-owned
subsidiaries, Drinks Americas, Inc., Drinks Global, LLC, D.T.
Drinks, LLC, and Olifant U.S.A Inc., imports, distributes and
markets unique premium wine and spirits and alcoholic beverages
associated with icon entertainers, celebrities and destinations,
to beverage wholesalers throughout the United States.

The Company reported a net loss of $4.58 million on $497,453 of
net sales for the year ended April 30, 2011, compared with a net
loss of $5.61 million on $890,380 of net sales during the prior
year.

Bernstein & Pinchuk, in New York, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred
significant losses from operations since its inception and has a
working capital deficiency.

The Company's balance sheet at July 31, 2011, showed $1.09 million
in total assets, $5.10 million in total liabilities and a $4.01
million total stockholders' deficiency.


DYNAMIC BUILDERS: Files Copies of Plan Implementation Documents
---------------------------------------------------------------
Dynamic Builders Inc. has filed with the U.S. Bankruptcy Court for
the Central District of California copies of several plan
implementation documents, including a collateral agent and
intercreditor agreement, a credit agreement, a security agreement,
and an example form for the deed of trust, security, agreement and
fixture filing.  A copy of the documents is available at:

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

As reported in the TCR on Sept. 15, 2011, Dynamic Builders Inc.
asks the U.S. Bankruptcy Court for the District of California, for
an order authorizing non-material modifications to its second
amended Chapter 11 plan of reorganization.

Subsequent to the Court's approval of the Disclosure Statement and
dissemination of plan packages to all creditors, Dynamic has
continued to work with the Lenders to ensure that the Plan
addresses and contemplates alternative scenarios for the
disposition of Dynamic's real property assets.  As a result of
these discussions, the parties have agreed that certain
clarifications are appropriate to ensure that the liquidation
process is orderly and consistent with all applicable laws.

The proposed clarifications (i) confirm specific terms of the
creditors' lien to be created post-confirmation for the benefit of
all unsecured creditors, (ii) provide further defined terms, (iii)
confirm the scope of the Court's retained jurisdiction regarding
Plan administration, and (iv) detail the revised BofA claim and
payment terms agreed to by the parties.

The Debtor believes that the modifications are immaterial, and not
a violation of U.S.C. Section 1127(a).

                    About Dynamic Builders Inc.

Dynamic Builders Inc. is a Los Angeles-based real estate
developer.  Founded in 1964 by L. Ramon Bonin, Dynamic Builders is
principally involved in the construction of build to suit
commercial/industrial buildings in the Los Angeles area.

Dynamic Builders owns properties in Los Angeles, Carson, San
Leandro, and Commerce, California, with total value of
$130,790,612.  Secured lenders who financed the acquisition of the
properties are owed a total of $113,181,128.

L. Ramon Bonin and Patty A. Bonin, the shareholders of the Company
and guarantors of the institutional debt, sought Chapter 11
protection (Bankr. C.D. Calif. Case No. 10-14067) on March 31,
2011.  James C. Bastian, Jr., Esq., at Shulman Hodges & Bastian
LLP, represents the Bonins in their Chapter 11 case.

Dynamic Builders filed for Chapter 11 bankruptcy protection on
March 31, 2010 (Bankr. C.D. Calif. Case No. 10-14151).  The
Company estimated its assets and debts at $100 million to $500
million as of the Chapter 11 filing.  It identified Comerica
Bank, with a claim of $29.6 million, as the largest unsecured
creditor.

Todd C. Ringstad, Esq., and Nanette D. Sanders, Esq., at Ringstad
& Sanders, LLP, in Irvine, Calif., represent the Debtor as
bankruptcy counsel.  Shaw Financial Services, Inc. serves as the
Debtor's bookkeeper for bankruptcy reporting requirements and as
its tax preparer.  Bird, Marella, Boxer, Wolpert, Nessim, Drooks &
Lincenbert acts as special litigation counsel in certain
proceeding affecting Dynamic's rights in properties located at
1124 and 1135 S. Boyle Avenue.  Axis Business Advisory Services,
LLC, serves as the Debtor's financial consultants.


EASTMAN KODAK: Bondholders Aiming to Profit From Bankruptcy Sale
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that investors acquired second-lien debt of Eastman Kodak
Co., aiming for the maker of imaging products to file for
bankruptcy.  Second-lien debt holders want intellectual property
sold, with assets distributed to creditors before the proceeds are
eroded through operating losses.  The $250 million in 7.25% senior
unsecured notes due November 2013 traded Oct. 11 at 47 cents on
the dollar, according to Trace, the bond-price reporting system
of the Financial Industry Regulatory Authority. As recently as
Sept. 27, they fetched 63 cents.

                          Default Likely

As reported by the Troubled Company Reporter on Sept. 30, 2011,
Moody's Investors Service and Fitch Ratings downgraded Kodak's
ratings deeper into junk territory.  Fitch said its 'CC' rating
signifies that default of some kind appears probable.

Moody's said it lowered Kodak's ratings, including the corporate
family and probability of default to Caa2 from Caa1, the senior
unsecured to Caa3 from Caa2, the senior secured to B3 from B1 and
the Speculative Grade Liquidity rating to SGL-3 frm SGL-2. The
outlook remains negative.  The rating downgrade reflects Moody's
expectations that "ongoing weakness in the company's core business
operations in addition to a softening demand environment will
pressure operating performance and liquidity over the foreseeable
future," said Moody's senior vice president, Richard Lane.

Moody's and Fitch said Kodak's decision on Sept. 23, 2011, to draw
down $160 million from its $400 million secured revolving credit
facility signals weaker cash flow prospects.  Moody's noted the
the draw was just prior to what is usually Kodak's strongest cash
flow quarter (the 4th quarter).  Although Kodak had $957 million
of cash balances at June 30, 2011 and no material debt maturities
until November 2013, "we anticipate that Kodak will consume cash
over the next year, thus weakening its liquidity profile," said
Moody's Mr. Lane.

Fitch downgraded Kodak's ratings -- Issuer Default Rating (IDR) to
'CC' from 'CCC'; Senior secured revolving credit facility (RCF) to
'B/RR1' from 'B+/RR1'; Senior secured second priority debt to 'B-
/RR1' from 'B+/RR1'; and Senior unsecured debt to 'C/RR5' from
'CC/RR5'.  Fitch's actions affect approximately $1.5 billion in
total debt.  Fitch believes a weak macro-environment, insufficient
scale in the company's key growth initiatives, continued secular
decline in traditional film and moderating, but still elevated
component costs, will adversely affect the company's seasonally
strong second-half, resulting in cash flows below historical
levels.

Fitch said potential proceeds from the sale of a portion of the
company's patent portfolio in the absence of an improvement in
free cash flow will not materially improve the company's credit
profile.  Fitch also added that Kodak's enterprise value would be
maximized in liquidation, rather than a going-concern scenario.

                        About Eastman Kodak

Headquartered in Rochester, New York, Eastman Kodak Company
(NYSE:EK) -- http://www.kodak.com/-- provides imaging technology
products and services to the photographic and graphic
communications markets.

The Company's balance sheet at June 30, 2011, showed $5.33 billion
in total assets, $6.75 billion in total liabilities and a $1.42
billion total deficit.

Kodak has hired Jones as legal adviser and investment bank Lazard
Ltd., but denied rumors it is filing for bankruptcy.  Kodak is
exploring a sale of its patents.


EL PASO: Fitch Puts 'BB+ Issuer Default Rating on Watch Negative
----------------------------------------------------------------
Fitch Ratings has placed the ratings of El Paso Corp. (EP) on
Negative Ratings Watch following the announcement of its
acquisition by Kinder Morgan Inc. (KMI; parent company to Fitch
rated entity Kinder Morgan Kansas, Inc. [KMK] Issuer Default
Rating [IDR]: 'BB+').  Concurrently, Fitch has affirmed its
ratings on Tennessee Gas Pipeline Co. (TGP) and El Paso Natural
Gas Pipeline Co. (EPNG) and revised their Outlooks to Stable from
Positive.  In addition, Fitch has affirmed the ratings and
Outlooks of El Paso Pipeline Partners Operating Company (EPBO),
Colorado Interstate Gas Co. (CIG), and El Paso Natural Gas Company
(EPNG) and the ratings and Outlook Evolving on El Paso Exploration
and Production (EPEP).  Roughly $13 billion in debt is affected by
these ratings actions.

Transactional Risk at EP: EP's Rating Watch Negative reflects the
transaction risk associated with its purchase by KMI and the
contemplated asset sales.  Fitch's Negative Watch is linked to
that of KMK which was placed on Rating Watch Negative due to the
transactional risk associated with the purchase of EP and planned
asset sales and dropdowns that are essential to the timely paydown
of acquisition debt, including EP debt.  KMI has announced its
intention to pay down EP's debt with proceeds from drop-down
transactions of pipeline assets to EPBO and Kinder Morgan
Partners, L.P. (KMP; Fitch IDR of 'BBB').  While the sale of the
higher volatility E&P business and paydown of EP debt represents a
longer term positive for the rating, Fitch would note that
execution of the asset sale, as well as the debt paydown and other
details of the transaction, remain uncertain at this time.  Fitch
will resolve its Ratings Watch for EP as the transaction gets
closer to completion and more information surrounding the details
of the final capital structure are known.  The transaction is
expected to close by the second quarter of 2012.

Stable Pipelines: Fitch's affirmation of TPG and EPNG is
reflective of the cash flow stability and low relative business
risk profile of these interstate pipeline franchises and Fitch's
expectations that the pipeline credit profiles will not be
affected by the transaction.  The revision in Outlook to Stable
reflects the linkage TPG and EPNG have to EP given their
significant operating and financial affiliations and their pledge
as collateral to EP's revolver.  While Fitch believes that TPG and
EPNG would continue to maintain their investment grade ratings
should there be a negative rating action on EP, linkage would
likely not widen to more than two notches.

EPBO Ratings Affirmed: Over the near term EPBO will be unaffected
by KMI's acquisition of EP.  The ratings and Stable Outlook on
EPBO reflect EPBO's consistent earnings and cash flows from its
generally low business risk pipeline assets.  Fitch believes that
EPBO will continue to possess investment grade credit metrics and
business risk profile even as dropdowns at EPBO are accelerated to
help pay down debt associated with the merger.  Fitch expects any
dropdowns to EPBO be financed with a balance of debt and equity
consistent with past practices and investment grade credit
metrics.  The Positive Outlook on CIG and SNG is reflective of the
strong standalone credit profiles of the pipeline entities and the
parent/subsidiary rating linkage that the entities have with EPBO.
Following the completion of the transaction Fitch will reexamine
the linkage CIG and SNG's ratings have with those of EPBO.

EPEP Watch Evolving: The Evolving Rating Watch and ratings on EPEP
largely reflect its operating and financial ties with EP and the
uncertainty now surrounding the planned sale of the EPEP business.
Fitch expects that any revolver borrowings will be paid off and
the revolver will be extinguished as the EPEP business is sold,
and will withdraw its ratings at that time.

Fitch has placed the following ratings on Rating Watch Negative:

El Paso Corporation

  -- IDR at 'BB+';
  -- $1.25 billion senior secured revolving credit facility (2012)
     at 'BBB-';
  -- Senior unsecured notes and debentures at 'BB+'.

El Paso Energy Capital Trust I

  -- Trust convertible preferred securities at 'BB-'.

Fitch has affirmed the following ratings with a Stable Outlook:

El Paso Natural Gas Company (EPNG)

  -- IDR at 'BBB-';
  -- Senior unsecured debt at 'BBB-'.

Tennessee Gas Pipeline Company (TGP)

  -- IDR at 'BBB-';
  -- Senior unsecured debt at 'BBB-'.

El Paso Pipeline Partners Operating Company (EPBO)

  -- IDR at 'BBB-';
  -- Senior unsecured debt at 'BBB-'.

Fitch has affirmed the following ratings with a Positive Outlook:

Colorado Interstate Gas Company (CIG)

  -- IDR at 'BBB-';
  -- Senior unsecured debt at 'BBB-'.

Southern Natural Gas Company (SNG)

  -- IDR at 'BBB-';
  -- Senior unsecured debt at 'BBB-'.

Fitch has affirmed the following ratings with an Evolving Outlook:

El Paso Exploration & Production Company (EPEP)

  -- IDR at 'BB+';
  -- Senior secured revolving credit facility (2012) at 'BBB-';
  -- Senior unsecured debt at 'BB+'.


ELBIT VISION: Launches IQ-TEX 4, Receives More Than $1-Mil. Orders
------------------------------------------------------------------
Elbit Vision Systems Ltd. unveiled the IQ-TEX 4 at the recent ITMA
2011 Expo in Barcelona, which resulted in over $1M of new orders.

The IQ-TEX 4 - a cutting-edge, fully integrated image acquisition
& processing system - is the latest generation of EVS innovation.
Built on their proprietary Smart Vision Camera (SVC) platform, IQ-
TEX 4 utilizes high resolution, color line-scan technology, to
achieve unparalleled results in detection accuracy and roll
optimization.

With the capability to detect defects as small as 50 microns in
size, the IQ-TEX 4 was specifically designed to provide Vision
Empowered Monitoring (VEM) at every stage of manufacturing
significantly increasing any user's productivity and efficiency
through yield enhancement and operational cost reduction.

Sam Cohen, CEO of EVS commented, "We are very proud to introduce
the IQ-TEX4.  This new color inspection revolution will widen our
variety of solutions for potential new customers and allow our
existing customers an easy upgrade path to realize the additional
benefits.  We knew, based on our market research and customer
comments, that the IQ-TEX 4 would be well received by the
industry, and over $1M of new orders signed during the show
certainly provided confirmation.  Overall, we have been very
encouraged with the overwhelming turnout and positive feedback
from ITMA, and believe the IQ-TEX 4 will revolutionize the way our
customers manufacture their products," concluded Mr. Cohen.

                         About Elbit Vision

Based in Caesarea, Israel, Elbit Vision Systems Ltd. (OTC BB:
EVSNF.OB) offers a broad portfolio of automatic State-of-the-Art
Visual Inspection Systems for both in-line and off-line
applications, and process monitoring systems used to improve
product quality, safety, and increase production efficiency.
Brightman Almagor Zohar & Co., in Tel Aviv, Israel, expressed
substantial doubt about Elbit Vision Systems' ability to continue
as a going concern.  The independent auditors noted that of the
Company's recurring losses from operations and accumulated
deficit.

The Company reported net income of $2.6 million on $3.9 million of
revenues for 2010, compared with a net loss of $7.7 million on
$2.2 million of revenues for 2009.   Loss for the year before
discontinued operation was $863,000 and $2.1 million for 2010 and
2009, respectively.

The Company's balance sheet at June 30, 2011, showed $2.53 million
in assets, $4.79 million in liabilities, and a $2.26 million
shareholders' deficit.


EMPRESAS BASTARD: Sec. 341 Creditors' Meeting Set for Nov. 18
-------------------------------------------------------------
The U.S. Trustee in Puerto Rico will convene a meeting of
creditors in the bankruptcy case of Empresas Bastard Incorporado
on Nov. 18, 2011, at 9:00 a.m. at 341 Meeting Room, Ochoa
Building, 500 Tanca Street, First Floor, in San Juan.

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.  Government proofs of
claim are due by April 9, 2012.

Empresas Bastard Incorporado, based in San Juan, Puerto Rico,
filed for Chapter 11 bankruptcy (Bankr. D. P.R. Case No. 11-08736)
on Oct. 8, 2011.  Robert Millan, Esq. -- rmi3183180@aol.com -- at
Millan Law Offices, represents the Debtor.  In its petition, the
Debtor estimated $10 million to $50 million in assets and debts.
The petition was signed by Antonio Bastard Rodriguez, president.


ENERGY TRANSFER: Fitch Affirms Issuer Default Rating at 'BB-'
-------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings (IDRs) for
Energy Transfer Partners, L.P. (ETP) and Energy Transfer Equity,
L.P. (ETE) at 'BBB-' with a Negative Outlook and 'BB-' with a
Stable Outlook, respectively.  The rating actions follow ETP's
announcement that it has agreed to contribute its propane
operations to AmeriGas Partners, L.P. (APU).  The ratings also
incorporate the financial implications of ETE's proposed
acquisition of Southern Union Company (SUG; IDR 'BBB-' on Rating
Watch Negative).

Approximately $8.35 billion of outstanding ETE and ETP long-term
debt is affected by today's action.

Rating Rationale: The affirmations reflect Fitch's expectation
that both ETE and ETP will maintain overall credit profiles
consistent with their current ratings as they manage through
several large transactions.  ETP's Negative Outlook considers the
transactional risk associated with its participation in the SUG
acquisition through its agreement to purchase Citrus Corp. and its
other financial commitments.  Even factoring the benefits
associated with the propane transaction, leverage through 2012 is
expected to remain high.

Transaction Overview: APU will acquire ETP's propane distribution
operations for $2.891 billion, including the assumption of $71
million of Heritage Operating, L.P. debt. ETP will receive $1.5
billion in cash and the remainder of the purchase price in APU
common units.  The purchase price is approximately 10 times (x)
EBITDA. The propane transaction is not conditioned on the ETE's
purchase of SUG and is targeted to close before the end of 2011.

Improved Leverage Metrics: ETP expects to use the cash proceeds to
reduce debt.  However, ETP will continue to have significant
future financing obligations related to its aggressive growth
strategy, including capital contributions to joint ventures and
the anticipated dropdown of Citrus Corp. as part of ETE's purchase
of SUG.  On balance Fitch expects that ETP's 2012 debt to EBITDA
will strengthen as a result of the propane sale but likely remain
over 4.0x.

Lower Business Risk: The propane transaction which generated
approximately 15% of EBITDA will make ETP a purer natural gas/
natural gas liquids operator.  As a result, a higher percentage of
revenues will be attributable to fee-based operations supported by
long term contracts, and sensitivity to weather and commodity
prices will be reduced.

ETE currently owns 50.2 million ETP limited partner (LP) units and
ETP's 1.6% general partner (GP) interest and 26.3 million Regency
Energy Partners LP (RGNC) LP units and RGNC's 1.9% GP interest.
ETE's investment in RGNC was completed on May 26, 2010.

Fitch affirms the following ratings with a Stable Outlook:

Energy Transfer Equity, L.P.

  -- IDR at 'BB-';
  -- Senior secured revolving credit facility at 'BB';
  -- Senior unsecured debt at 'BB'.

Fitch affirms the following ratings with a Negative Outlook:

Energy Transfer Partners, L.P.

  -- IDR at 'BBB-';
  -- Senior unsecured debt at 'BBB-'.


FARMINGTON AMERICAN: Files for Ch. 11 Bankruptcy to Sell Building
-----------------------------------------------------------------
Laura Adelmann at ThisweekLive reports that the Farmington
American Legion Clifford Larson Post 189 has filed Chapter 11
bankruptcy and put its building for sale.

Ms. Adelmann says the Company estimated assets of up to $50,000
and debts of $500,000 to $1 million.

According to the report, American Legion house committee secretary
John Blowers said Highland Bank loaned the organization about
$800,000 for repairs not covered by insurance after a 2008 fire.
Although the club has paid off about $50,000 of the loan and is
current on its payments, it was late filing financial documents,
and so the bank has called the loan due.  The report says the bank
notified them in June that it would take possession of the
American Legion building and close it down if the organization
didn't repay the loan in full Oct. 17, 2011.

Ms. Adelmann notes, in an emergency meeting on Oct. 12, 2011,
American Legion leaders agreed to seek Chapter 11 protection.
Seven of the members paid the $10,000 legal fees to do so.

Mr. Blowers said Chapter 11 allows the club time for financial
reorganization while keeping the club open and operational.
He said employees will continue to be paid and the club will
continue doing business as usual.

The report says the case will begin in federal court on Oct. 19,
2011.  Mr. Blowers said that the members are what make up the
American Legion organization, and it will continue to operate its
community outreach programs and support no matter what happens to
the building.


FIRST FOLIAGE: Jorge Costales OK'd to Audit '09-'10 401(k) Plan
---------------------------------------------------------------
The Hon. Laurel M. Isicoff of the U.S. Bankruptcy Court for the
Southern District of Florida authorized First Foliage, L.C., to
employ Jorge Costales, C.P.A., as auditor of the First Foliage
Retirement Plan & Trust administered by Principal Life Insurance
Company, a member of Principal Financial Group.

Mr. Costales is auditing the 401(k) Plan for the periods ending
Sept. 30, 2009, and Sept. 30, 2010.

As reported in the Troubled Company Reporter on Aug. 26, 2011, the
Debtor told the Court that it is required to audit the 401(k)
plan and to submit the annual return/ report of employee benefit
plan to the Employee Benefits Security Administration fka Pension
and Welfare Benefits Administration, a division of the United
State Department of Labor, in order to terminate and close the
plan.

The Debtor said the plan has about $5,100 available to pay
expenses associated with the auditing services to be rendered by
the firm.

The Court ordered that:

   -- Principal Life Insurance Company, a member of Principal
   Financial Group is authorized and directed to make immediate
   payment in the amount of $4,000 to Mr. Costales, in advance,
   from the 401(k) Plan Funds;

   -- Mr. Costales will not be required to file applications for
   compensation and reimbursement of expenses for the auditing
   services to be rendered and will not be subject to the
   procedures in connection with the compensation of professionals
   retained by the Debtor.

   -- the Debtor is authorized to take all actions necessary with
   respect to the termination and closure of the 401(k) Plan and
   effectuate the relief granted.

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

                     About First Foliage, L.C.

Homestead, Florida-based First Foliage, L.C., once operated a
business that supplied tropical plants to retailers.  The Company
filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case
No. 10-27532) on June 23, 2010.  Luis Salazar, Esq., at Infante,
Zumpano, Hudson & Miloch, LLC, represents the Debtor.  Berger
Singerman, P.A., serves as counsel to the Official Committee of
Unsecured Creditors.  The Company estimated $50 million to $100
million in assets and $10 million to $50 million in liabilities in
its Chapter 11 petition.

As reported in the TCR on Feb. 15, 2011, First Foliage LC has sold
its assets to Costa Farms LLC for roughly $22 million.


FKF MADISON: Judge Denies Probe Request in Bankruptcy
-----------------------------------------------------
Dow Jones' Dow Jones' DBR Small Cap reports that a judge denied a
bid by unsecured creditors to probe a joint deal for the embattled
condominium tower One Madison Park.

As reported in the Troubled Company Reporter on Oct. 18, 2011, Dow
Jones' DBR Small Cap said 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.

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.


FOOTHILLS PEDIATRICS: Grand Jury Indicts Doctor on Stem Cell Case
-----------------------------------------------------------------
Claire Shefchik at ThirdAge.com reports that a grand jury indicted
on Oct. 12, 2011, Dr. Ralph Conti in an embryonic stem cell case,
in which he faces charges of defrauding patients.

According to the report, prosecutors claim Dr. Conti worked with
Alfred Sapse of Las Vegas to perform experimental stem cell
implant procedures and misled patients and investors.

Dr. Conti's medical practice, Foothills Pediatrics LLC, is not
involved in the criminal case, ThirdAge.com reports.  Dr. Conti
has pleaded not guilty.

Based in Henderson, Nevada, Foothills Pediatrics LLC filed for
Chapter 11 protection on July 27, 2011 (Bankr. D. Nev. Case No.
11-21769).  Judge Mike K. Nakagawa presides over the case.
Lenard E. Schwartzer, Esq., at Schwartzer & McPherson Law Firm,
represents the Debtor.  The Debtor estimated both assets and debts
of between $1 million and $10 million.

Dr. Conti filed the bankruptcy to block efforts by his former
partner, Dr. Michael Ronsenman, to collect $327,000 awarded in a
business dispute by an arbitrator. Mr. Conti objected to the
award, confirmed by a judge, and is currently appealing that
ruling.

Foothills Pediatrics disclosed $2.3 million in assets against
liabilities of $968,000.  Court papers show Dr. Conti received
payments of $1.2 million in the 12 months ending July 15, 2011.


FRIENDLY ICE CREAM: Landlords Protest Over Chain's Sale Plans
-------------------------------------------------------------
Dow Jones' Dow Jones' DBR Small Cap reports that with the powerful
official committee of unsecured creditors yet to be heard from,
the Friendly Ice Cream Co. Chapter 11 case took an unfriendly turn
this week, as landlords registered their protests about plans to
sell the company.

                     About Friendly Ice Cream

Friendly Ice Cream Corp. -- http://www.friendlys.com/-- the owner
and franchiser of 490 full-service, family-oriented restaurants
and provider of ice cream products in the Eastern United States,
filed for Chapter 11 reorganization together with four affiliates
(Bankr. D. Del. Lead Case No. 11-13167) on Oct. 5, 2011, to sell
the business mostly in exchange for debt to Sundae Group Holdings
II LLC, a unit of Sun Capital Partners Inc.  The existing owner
and holder of the Debtors' second-lien debt are also affiliates of
Sun Capital.  Friendly's, based in Wilbraham, Massachusetts, also
announced the closing of 63 stores, leaving about 424 operating.
Franchise operators have about 230 of the locations.

Judge Kevin Gross oversees the case.  James A. Stempel, Esq., Ross
M. Kwasteniet, Esq., and Jeffrey D. Pawlitz, Esq., at Kirkland &
Ellis LLP; and Laura Davis Jones, Esq., Timothy P. Cairns, Esq.,
and Kathleen P. Makowski, Esq., at Pachulski Stang Ziehl & Jones
LLP, serve as the Debtors' bankruptcy counsel.  Zolfo Cooper
serves as the Debtors' financial advisors.  Epiq Bankruptcy
Solutions, LLC, serves as the Debtors' claims and notice agent.

In its petition, Friendly Ice Cream Corp. estimated $100 million
to $500 million in assets and debts.  The petitions were signed by
Steven C. Sanchioni, executive vice president, chief financial
officer, treasurer, and assistant secretary.

Sundae Group Holdings proposes to pay about $120 million for the
business.  The price includes enough cash to pay first-lien debt
and an amount of cash for unsecured creditors to be negotiated
with the official creditors' committee.  Aside from cash, Sun
Capital will make a credit bid from the $267.7 million in second-
lien, pay-in-kind notes.

The bid from Sun Capital is subject to higher and better offers
at an auction.  Under the proposed time-line, bids would be due
Nov. 24, followed by an auction on Dec. 1.  A competing bid must
be at least $122.6 million in cash.

Friendly's is the second company under Sun Capital's portfolio to
file for bankruptcy in a span of two days.  Mexican-food chain
Real Mex, which operates restaurants such as Chevys, filed in
Delaware bankruptcy court on Oct. 3, 2011.


GARDENS OF GRAPEVINE: Palmeiro Needs Five Years to Sell Property
----------------------------------------------------------------
Lance Murray at Dallas Business Journal reports that former Texas
Rangers star, Rafael Palmeiro, has asked creditors in his real
estate bankruptcy case for five years to sell nearly 200 acres of
land in Grapevine near Grapevine Mills mall.

Mr. Murray, citing report from the Fort Worth Star-Telegram, says
that the undeveloped land was intended to be used for a mixed-use
development called Gardens of Grapevine.

Mr. Murray, citing court records, relates that creditors are owed
more than $40 million.  That includes Mr. Palmeiro, who put more
than $10 million into the deal, the Star-Telegram reported.  The
largest creditor is Branch Banking & Trust at $19 million.

The report notes Mr. Palmeiro's group is under contract to sell 17
acres to Lincoln Properties for $6.9 million, with the deal
scheduled to close in February.

                   About Gardens of Grapevine

The Gardens of Grapevine Development, L.P., filed a Chapter 11
petition (Bankr. N.D. Tex. Case No. 11-43260) in Fort Worth,
Texas, on June 6, 2011.  Frank Jennings Wright, Esq., at Wright
Ginsberg Brusilow P.C., in Dallas, Texas, serves as counsel to the
Debtor.  The Debtor listed $57,276,000 in assets, and $37,954,633
in liabilities.


GLOBAL CASINOS: Posts $1.4 Million Net Loss in Fiscal 2011
----------------------------------------------------------
Global Casinos, Inc., filed on Oct. 13, 2011, its annual report on
Form 10-K for the fiscal year ended June 30, 2011, reporting a net
loss of $1.4 million on $5.5 million of revenues for the fiscal
year ended June 30, 2011, compared with a net loss of $1.1 million
on $6.0 million of revenues for the fiscal year ended June 30,
2010.

The Company's balance sheet at June 30, 2011, showed $3.5 million
in total asses, $1.8 million in total liabilities, and
stockholders' equity of $1.7 million.

"All of our assets have been pledged as security for the repayment
of debt in the approximate amount of $1.3 million," the Company
said in the filing.  "If we are unable to pay any of the debt, our
assets would be subject to foreclosure by the creditor.  Should
foreclosure occur, it is likely that we would be forced to
discontinue operations and our interest in the assets could be
forfeited.  These debts are currently due and we do not have the
resources to retire the obligations.  If the debt holders demand
payment we could be forced to seek bankruptcy protection or be
forced to liquidate the assets to satisfy the debts."

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

                       http://is.gd/wmFugy

Boulder, Colo.-based Global Casinos, Inc., owns and operates the
Bull Durham Saloon and Casino and Doc Holliday Casino, located in
Colorado's limited stakes gaming districts of Black Hawk and
Central City, respectively.


GRACEWAY PHARMA: Asks Bankruptcy Court to Value Canadian Assets
---------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Graceway
Pharmaceuticals LLC, which just won approval to auction off its
U.S. and Canadian assets, is now asking a bankruptcy court for
help dividing at least $275 million in sale proceeds on both sides
of the border.

                  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.


GRACEWAY PHARMA: Proofs of Claim Due 60 Days After Schedules
------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware said that all proofs of claim against
Graceway Pharmaceuticals LLC and its debtor-affiliates must be
filed 60 days after the Debtors submit their schedules of assets
and liabilities.

All governmental units have until March 27, 2012, at 4:00 p.m., to
file their claims.

All proofs of claim must be submitted to:

     BMC Group Inc.
     Attn: Graceway Claims Processing
     P.O. Box 3020
     Chanhassen, MN 55317-3020

                  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: Proposes $18.32-Mil. Replacement Letter of Credit
-----------------------------------------------------------------
BankruptcyData.com reports that Great Atlantic & Pacific Tea
Company filed with the U.S. Bankruptcy Court a motion for approval
of the Debtors' issuance of an $18,325,000 replacement letter of
credit to Liberty Mutual Insurance Company.

According to the Debtors, the motion was filed ". . . to prevent
an unnecessary drain on the Debtors' liquidity and out of an
abundance of caution."

The Court scheduled an Oct. 20, 2011 hearing on the matter.

                  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.


GREYSTONE LOGISTICS: Delays Filing of Quarterly Report
------------------------------------------------------
Greystone Logistics, Inc.'s limited personnel and resources have
impaired its ability to prepare and timely file its Quarterly
Report on Form 10-Q for the period ended Aug. 31, 2011.

                     About Greystone Logistics

Tulsa, Okla.-based Greystone Logistics, Inc. (OTC BB: GLGI.OB -
News) -- http://www.greystonelogistics.com/-- manufactures and
sells plastic pallets through its wholly owned subsidiary,
Greystone Manufacturing, LLC.  Greystone sells its pallets through
direct sales and a network of independent contractor distributors.
Greystone also sells its pallets and pallet leasing services to
certain large customers direct through its President, Senior Vice
President of Sales and Marketing and other employees.

The Company reported a net loss of $847,204 on $20.50 million of
sales for the fiscal year ended May 31, 2011, compared with net
income of $503,320 on $16.23 million of sales during the prior
year.

The Company's balance sheet at May 31, 2011, showed $11.02 million
in total assets, $20.72 million in total liabilities and a $9.70
million total deficit.

HoganTaylor LLP, in Tulsa, Oklahoma, said Company has a working
capital deficit of $5,141,078, stockholders' deficit of
$14,206,077 and total deficit of $9,704,991.  The independent
auditors noted that these deficits raise substantial doubt about
the Company's ability to continue as a going concern.


GSC GROUP: Amends Plan and Disclosure Statement
-----------------------------------------------
The Chapter 11 trustee of GSC Group, Inc., et al., filed an
amended Chapter 11 Plan and Disclosure Statement dated Oct. 4,
2011, to the U.S. Bankruptcy Court for the Southern District of
New York.

Under the Amended Disclosure Statement, these disclosures were
noted:

* The Plan does not provide for the reorganization or
   dissolution of GSC Secondary Interest Fund, LLC.  The
   Designated Purchaser acquired GSC Group's equity interests in
   SIF in connection with the sale process.  The Chapter 11
   Trustee does not believe that there are any pending
   prepetition Claims against SIF.  The Trustee intends to file a
   motion seeking the dismissal of SIF's Chapter 11 Case.

* The estimated recovery for Holders of General Unsecured Claims
   is based on a number of assumptions and estimates.  Although
   the Chapter 11 Trustee believes these assumptions and
   estimates are reasonable, there can be no assurance that
   recoveries will not be higher or lower than the estimated
   recovery of between 42-84%.

* The Chapter 11 Trustee presently anticipates appointing Robert
   Manzo of Capstone as Liquidating Trustee.  The Liquidating
   Trust will terminate five years from the Effective Date.

* The Liquidating Trustee will be vested with significant
   discretion to take actions to maximize the total value that
   can be distributed to Holders of Trust Units.  The Chapter 11
   Trustee anticipates that a significant amount of cash will be
   made available to the Liquidating Trust on the Effective Date.

* On the Effective Date, the Debtors will cease all operations
   and administration of the Plan will become the general
   responsibility of the Liquidating Trustee.  The Chapter 11
   Trustee will be relieved of his duties and obligations to the
   estate under the Bankruptcy Code, Bankruptcy Rules and Local
   Bankruptcy Rules.

* The U.S. Trustee has raised informally with the Chapter 11
   Trustee certain objections to the various provisions in the
   Disclosure Statement and Plan, including those provisions
   providing for releases, injunctions, exculpation and
   limitations of liability.  The Chapter 11 Trustee and the U.S.
   Trustee have agreed that consideration of the U.S. Trustee's
   informal objections to these provisions will be deferred to
   confirmation of the Plan rather than adjudicated in terms of
   the adequacy of information in the Disclosure Statement.

A full-text copy of the Amended Disclosure Statement is available
for free at http://bankrupt.com/misc/GSCGRP_AmnddDSOct4.PDF

As noted in the Sept. 1, 2011 edition of the Troubled Company
Reporter, the Chapter 11 trustee for GSC Group Inc. completed the
sale of business on July 26 and filed a liquidating Chapter 11
plan and explanatory disclosure statement in late August.  The
confirmation hearing for approval of the plan is tentatively set
for Nov. 18.

The disclosure statement says that unsecured creditors with claims
aggregating between $12 million and $15 million should recover
about 84%.  Bloomberg relayed that the bankruptcy court authorized
the trustee to sell the business to Black Diamond Capital Finance
LLC, as agent for the secured lenders.  The sale took care of
secured claims.  A minority group of secured lenders filed an
appeal from the order allowing the sale.  The appeal remains
outstanding, the disclosure statement noted.  Through a suit in
state court, the minority lenders failed to halt Black Diamond
from completing the
sale.

U.S. Bankruptcy Judge Arthur Gonzalez, according to Bloomberg,
previously said that the trustee's plan was the "only plausible
exit strategy."  The price paid by the lenders' agent was designed
for full payment on $256.8 million in secured claims, with $18.6
million cash left over.  Black Diamond as agent bought most assets
with a $224 million credit bid, a $6.7 million note,
$5 million cash, and debt assumption.

The Troubled Company Reporter on Oct. 19, 2011, has also relayed
that Dow Jones' Daily Bankruptcy Review reported that Black
Diamond Capital Management LLC has introduced a rival plan in the
bankruptcy case of GSC Group Inc., giving creditors currently
considering a Chapter 11 proposal from the former investment-
management firm's trustee another potential route out of
bankruptcy to mull.

                          About GSC Group

Florham Park, New Jersey-based GSC Group, Inc. --
http://www.gsc.com/-- is a private equity firm specializing in
mezzanine and fund of fund investments.  Originally named
Greenwich Street Capital Partners Inc. when it was a subsidiary of
Travelers Group Inc., GSC became independent in 1998 and at one
time had $28 billion of assets under management.  Market reverses,
termination of some funds, and withdrawal of customers'
investments reduced funds under management at the time of
bankruptcy to $8.4 billion.

GSC Group filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 10-14653) on Aug. 31, 2010.  Michael B. Solow,
Esq., at Kaye Scholer LLP, serves as the Debtor's bankruptcy
counsel.  Epiq Bankruptcy Solutions, LLC, is the Debtor's notice
and claims agent.  Capstone Advisory Group, LLC, is the Debtor's
financial advisor.  The Debtor estimated its assets at $1 million
to $10 million and debts at $100 million to $500 million as of the
Chapter 11 filing.

Since Jan. 7, 2011, the Debtors have been operated by James L.
Garrity Jr., as Chapter 11 trustee for the Debtors.  No committee
of unsecured creditors has been appointed in the Chapter 11 Cases.


GUAM WATERWORKS: Fitch Affirms Rating on $212 Mil. Bonds at 'BB'
----------------------------------------------------------------
As part of its continuous surveillance effort, Fitch Ratings
affirms the following rating on Guam Waterworks Authority (GWA):

  -- $212 million in outstanding water and wastewater revenue
     bonds at 'BB'.

The Rating Outlook is Stable.

The bonds are senior lien bonds secured by GWA's net system
revenues.

Recent Financial Results Favorable: GWA's financial performance,
while historically weak, has improved as a result of actions by
GWA's ratemaking bodies.  Further gains are projected for fiscal
2012.

Elevated Debt and Capital Pressures: Debt levels are high and
significant capital needs remain to meet ongoing regulatory
requirements and expected military build-up demands.  This concern
is alleviated somewhat with the nation of Japan recently approving
funding in support of relocation of troops from Okinawa to Guam.

Political Willingness to Raise Rates: GWA has raised rates
significantly over the last several years to high levels in order
to support its capital improvement program (CIP).  Additional
required rate hikes will further pressure customers and could test
the political willingness to raise rates both by the Consolidated
Commission on Utilities (CCU, GWA's governing body), the Public
Utility Commission (PUC), and Guam government.

Leadership Actions Positive: Management has made substantial
progress to date in addressing remedial actions and improving
operating performance.

Limited Economic Profile: The service territory is isolated and
limited and has had a historical disposition to natural disasters.

Positive Financials: Establishment of a trend of positive
financial results would be viewed favorably.

Further Clarity on Military Build-Up: Execution of a service
agreement with the Department of Defense (DOD) that would allow
for pass-through repayment of the Japanese loan to GWA would
assist GWA with meeting secondary conversion requirements.

Resolution of Regulatory Spending Needs: Favorable finalization of
the expected consent decree between GWA and the U.S. Environmental
Protection Agency's (EPA) would provide greater certainty in GWA's
capital planning.

Historically, the system has been plagued with weak financial
performance and violations of the federal Clean Water Act (CWA)
and Safe Drinking Water Act (SDWA), which necessitated involvement
at the federal regulatory level.  However, since 2002 when GWA's
governance was changed from an appointed board to an elected
governing board, significant strides have been made towards
returning the system to regulatory compliance and ensuring stable
operations.  Nevertheless, significant challenges persist which
will pressure utility operations over the long term.

Senior lien annual debt service (ADS) coverage improved to a sound
1.6 times (x) in fiscal 2010 after falling below 1.0x on a cash
basis in fiscals 2008 and 2009.  Liquidity also increased in
fiscal 2010 to 118 days cash, more than doubling results from the
prior two years.  The financial gains in fiscal 2010 were
attributable largely to a double-digit rate hike approved for the
year by the CCU and the PUC.

Fiscal 2011 financial performance is expected to be weaker than
fiscal 2010 but should still be favorable, with GWA projecting
senior lien ADS coverage at 1.3x-1.35x after year-end adjustments
are made.  The lower coverage in fiscal 2011 is the result of
declining usage and certain expenses (including the initial
purchase of system general property insurance), which offset an 8%
rate hike for the year.  To boost coverage, the CCU and PUC
recently approved a 13% base rate hike for fiscal 2012. As a
result, GWA's adopted budget forecasts senior lien ADS coverage
climbing to GWA's senior lien ADS target of 1.75x.

Overall, the CCU and PUC have demonstrated a commitment to raising
rates over the last several years to enhance system financial
performance, approving cumulative increases of over 70% since
fiscal 2006.  While residential charges are currently high at an
estimated 2.4% of median household income, GWA's ratemaking
bodies' continued commitment to necessary rate hikes should lead
to continued favorable financial results.

GWA faces significant capital needs to meet regulatory
requirements.  In 2003 GWA negotiated a stipulated order (SO) with
the EPA as a result of violations to the CWA and SDWA.  To date,
GWA has completed close to 90% of the deliverables associated with
the SO and remaining items are addressed in the fiscal 2011-2015
CIP. However, to cure system-wide deficiencies and ensure ongoing
regulatory compliance, a new consent decree between GWA and EPA is
expected to be forthcoming over the next several months.

At present, GWA estimates these additional requirements proposed
for inclusion in a new consent decree would add $200 million-$300
million to GWA's capital program.  This could effectively double
GWA's current five-year CIP depending on the pace the improvements
are required; GWA' fiscal 2011-2015 CIP currently totals $236
million. While still uncertain, much if not all of these proposed
additional capital requirements may ultimately be funded by the
DOD as part of an immense military troop build-up that is
scheduled to occur on the island over the next several years.

The DOD build-up is expected to ultimately increase the island's
permanent population by around 32,000 people (approximately a 20%
increase from the current level) as part of its relocation of
troops from the nation of Japan.  This will necessitate
significant additional capital investment that currently is not
included in GWA's CIP.  GWA and the DOD have been working together
to identify system needs and funding resources to service this
population influx. To facilitate the relocation of troops, Japan
has passed legislation approving a $420 million loan to GWA that
will assist with GWA's expansion needs and also provide for
upgrades to GWA's two major wastewater treatment plants, the main
component of EPA's proposed additional consent decree projects.
However, before these monies may be obtained, GWA must execute a
customer service agreement with DOD that will support the loan,
which could prove difficult in light of the nation's current
budget reduction debate.


HOVNANIAN ENTERPRISES Extends, Sweetens Debt Exchange Terms
-----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that after its debt
exchange offer received a weak response, builder Hovnanian
Enterprises Inc. sweetened its offer to holders of bonds maturing
in 2014 and 2015.

As reported in the Troubled Company Reporter on Oct. 17, 2011,
Hovnanian Enterprises, Inc., said that in connection with its
previously announced private exchange offers and consent
solicitation, it has extended the Early Tender and Consent Time
from 5:00 p.m., New York City time, on Oct. 12, 2011, to 5:00
p.m., New York City time, on Oct. 17, 2011.  The Company also
announced that the Withdrawal and Revocation Deadline expired at
5:00 p.m., New York City time, on Oct. 12, 2011.  As a result of
the extension of the Early Tender and Consent Time, holders of
Senior Notes that properly tender their Senior Notes prior to or
on the extended Early Tender and Consent Time, and whose Senior
Notes are accepted for exchange will receive the Total
Consideration.  Holders of Senior Notes who properly tender their
Senior Notes after the Early Tender and Consent Time and on or
before the Expiration Time, and whose Senior Notes are accepted
for exchange will receive the Exchange Consideration.  In
addition, accrued and unpaid interest up to, but not including,
the settlement date will be paid in cash on all properly tendered
and accepted Senior Notes.  The exchange offers will expire at
11:59 p.m., New York City time, on Oct. 26, 2011, unless extended
or earlier terminated.

                    About Hovnanian Enterprises

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

The Company's balance sheet at July 31, 2011, showed $1.69 billion
in total assets, $2.09 billion in total liabilities and a $399.35
million total deficit.

                          *     *     *

As reported by the TCR on April 25, 2011, Fitch Ratings has
affirmed Hovnanian Enterprises, Inc.'s Issuer Default Rating (IDR)
at 'CCC'.  The rating for HOV is influenced by the Company's
execution of its business model, land policies and geographic,
price point and product line diversity.  The rating also reflects
the company's liquidity position, substantial debt and high
leverage.

In the Oct. 10, 2011, edition of the TCR, Standard & Poor's
Ratings Services lowered its corporate credit rating on Hovnanian
Enterprises Inc. to 'CC' from 'CCC'.  "We also lowered our ratings
on the company's rated senior debt.  We downgraded the first-lien
senior secured notes to 'CC' from 'CCC' and downgraded the senior
unsecured notes to 'C' from 'CC'.

"The downgrade follows Hovnanian's announcement that its K.
Hovnanian subsidiary has commenced an offer to exchange certain
existing senior notes with coupons ranging from 6.25% to 11.875%
scheduled to mature between 2014 through 2017 for new 2% secured
notes to mature in 2021," said credit analyst George Skoufis."
"According to our criteria, we view this as a 'distressed
Exchange' and tantamount to a default."

As reported by the TCR on Sept. 13, 2011, Moody's Investors
Service downgraded the corporate family and probability of default
ratings of Hovnanian Enterprises, Inc. to Caa2 from Caa1.  The
downgrade reflects Hovnanian's continued operating losses,
weak gross margins, very high homebuilding debt leverage, and
Moody's expectation that the weakness in year-over-year revenues,
deliveries, and net new contracts experienced by the company will
continue for the next one to two years.  In addition, the
downgrades acknowledge that Hovnanian's cash balance is weakening
and cash flow generation is negative as it pursues new land
opportunities, which represented about $300 million of investment
over the first nine months of fiscal 2011.


IDEARC INC: 5th Cir. Rejects Spencer Committee's Plan Appeal
------------------------------------------------------------
The U.S. Court of Appeals for the Fifth Circuit affirmed the
district court orders denying the Spencer ad hoc Equity
Committee's (1) appeal of the bankruptcy court's confirmation
order of Idearc, Inc.'s reorganization plan on the grounds of
equitable mootness and (2) motion for a trial de novo of its fraud
claims.

On Dec. 8, 2009, the day before the confirmation hearing on the
Plan, the Spencer Committee filed objections to the confirmation
hearing set for the very next day, alleging fraud in a prior
spinoff of the Debtors from Verizon Communications, Inc.  The
Spencer Committee attempted to assert claims against Verizon and
JPMorgan Chase & Co. and their affiliates, and sought a jury trial
on the issues raised.  Beginning Dec. 9, the bankruptcy court
heard two days worth of arguments regarding the confirmation of
the Plan.  On Dec. 21, the bankruptcy court held a subsequent
confirmation hearing on the Plan.  On Dec. 22, the bankruptcy
court issued its order confirming the Plan, and the Spencer
Committee filed its notice of appeal of the Confirmation Order to
the district court.

On Aug. 18, 2010, the district court granted Idearc's motion to
dismiss the Spencer Committee's appeal of the Confirmation Order
on the grounds of equitable mootness, and denied the Spencer
Committee's motion for a trial de novo of its fraud claims.

The Fifth Circuit held that the district court did not err in
granting Idearc's motion to dismiss the Spencer Committee's appeal
of the Confirmation Order on the grounds of equitable mootness.
The Fifth Circuit pointed out that (1) the Spencer Committee
appeared before the bankruptcy court and did not obtain a stay,
(2) the Plan has been substantially consummated, and (3) the
Spencer Committee's requested relief would adversely impact the
success of the Plan or the rights of third parties not before the
court.

A copy of the Fifth Circuit's Oct. 17 per curiam decision is
available at http://is.gd/bBbA2Qfrom Leagle.com.

                        About Idearc Inc.

Headquartered in D/FW Airport, Texas, Idearc, Inc., now known as
SuperMedia Inc., is the second largest U.S. yellow pages
publisher.  Idearc was spun off from Verizon Communications, Inc.

Idearc and its affiliates filed for Chapter 11 protection on
March 31, 2009 (Bankr. N.D. Tex. Lead Case No. 09-31828).  The
Debtors' financial condition as of Dec. 31, 2008, showed total
assets of $1,815,000,000 and total debts of $9,515,000,000.
Toby L. Gerber, Esq., at Fulbright & Jaworski, LLP, represented
the Debtors in their restructuring efforts.  The Debtors tapped
Moelis & Company as their investment banker; Kurtzman Carson
Consultants LLC as their claims agent.

William T. Neary, the United States Trustee for Region 6,
appointed six creditors to serve on the official committee of
unsecured creditors.  The Committee selected Mark Milbank, Tweed,
Hadley & McCloy LLP, as counsel, and Haynes and Boone, LLP, co-
counsel.

Idearc completed its debt restructuring and its plan of
reorganization became effective as of Dec. 31, 2009.  In
connection with its emergence from bankruptcy, Idearc changed its
name to SuperMedia Inc.  Under its reorganization, Idearc reduced
its total debt from more than $9 billion to $2.75 billion of
secured bank debt.

Less than two years since leaving bankruptcy protection,
SuperMedia remains in quandary.  Early in October 2011, Moody's
Investors Service slashed its corporate family rating for
SuperMedia to Caa1 from B3 prior.  The downgrade reflects Moody's
belief that revenues will continue to decline at a double digit
rate for the foreseeable future, leading to a steady decline in
free cash flow.  SuperMedia's sales were down 17% for the second
quarter of 2011 in a generally improving advertising sector.
Moody's ratings outlook for SuperMedia remains negative.

While SuperMedia is attempting to transition the business away
from its reliance on print advertising through development of
online and mobile directory service applications, Moody's is
increasingly concerned that the company will not be able to make
this change quickly enough to stabilize the revenue base over the
intermediate term. Further, the high fixed cost nature of
SuperMedia's business could lead to steep margin compression,
notwithstanding continued aggressive cost management.


INNKEEPERS USA: Reaches Deal With Cerberus and Chatham
------------------------------------------------------
Innkeepers USA Trust and its affiliates have reached an updated
agreement with Cerberus Series Four Holdings, LLC, Chatham Lodging
Trust and other related parties that is supported by Innkeepers'
constituents and clears the way for the sale of 64 Innkeepers
hotels to a Cerberus-Chatham joint venture for approximately $1.02
billion.

The sales price yields an increase in value of approximately $75
million to creditors when compared to the baseline bid established
for the May 2011 auction.  Moreover, the settlement can be
effectuated through consensual modifications to the existing Plan
of Reorganization confirmed by the U.S. Bankruptcy Court in June
2011, which will allow the Company to exit from Chapter 11 as
planned.

"We are very pleased with this outcome," said Innkeepers' Chief
Restructuring Officer, Marc A. Beilinson.  "The updated agreement
provides a significant cash premium to the original stalking horse
bid and a meaningful return to our creditors, and it allows us to
move ahead with a timely exit from Chapter 11."

With the exception of Midland Loan Services and Lehman ALI Inc.,
both of which support the terms of the deal and have agreed to
their treatment under the modified Plan, all of Innkeepers'
unsecured creditors and equity holders will continue to receive
the same treatment they were promised under the confirmed Plan in
June.  The revised agreement is subject to Court approval.

The fixed-rate debt, serviced by Midland, will be modified to the
new amount of approximately $675 million.  Lehman, the holder of
the floating-rate mortgages, will receive a cash payment of
approximately $224 million on account of its claims.

Beilinson noted that throughout its restructuring process,
Innkeepers has maintained normal business operations at all of its
properties, including completing substantial work on the property
improvement plans required by franchisors on time and under
budget, as well as successfully maintaining its supportive
relationships with its franchisors.

"Chatham and Cerberus are excited about owning this valuable
portfolio and look forward to creating significant value for their
shareholders and investors," said Jeff Fisher, Chatham's Chief
Executive Officer.

Kirkland & Ellis LLP is Innkeepers' restructuring counsel and
Moelis & Company LLC is its financial advisor.  Alix Partners
provides restructuring services to Innkeepers.  Marc Beilinson is
a principal at Beilinson Advisory Group.

                    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.


INTERNATIONAL BARRIER: BDO Canada Raises Going Concern Doubt
------------------------------------------------------------
International Barrier Technology Inc. filed on Oct. 13, 2011, its
annual report for the fiscal year ended June 30, 2011.

BDO Canada LLP in Vancouver, Canada, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company had an accumulated
deficit of $14,360,735 at June 30, 2011, and had a working capital
deficit of $701,934.

The Company reported net income of $895,811 on $3.3 million of
sales for the fiscal year ended June 30, 2011, compared with a net
loss of $2.3 million on $2.6 million of sales for the fiscal year
ended June 30, 2010.

The Company's balance sheet at June 30, 2011, showed $4.0 million
in total assets, $1.9 million in total liabilities, and
stockholders' equity of $2.1 million.

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

                       http://is.gd/rIIQvL

Watkins, Minnesota-based International Barrier Technology Inc.
fevelops, manufactures, and markets proprietary fire resistant
building materials designed to help protect people and property
from the destruction of fire.


INTERNATIONAL ENERGY: 15% Recovery for Unsec. Claims in 6 Yrs.
--------------------------------------------------------------
International Energy Holdings Corp. delivered to the U.S.
Bankruptcy Court for the Northern District of Iowa a plan of
reorganization and disclosure statement dated Sept. 23, 2011.

The primary purpose of the Plan is to effectuate the restructuring
of the Debtor's capital structure to strengthen the balance sheet
by reducing its overall indebtedness.

The Plan represents a proposed compromise and settlement of
various significant claims against the Debtor:

  * Administrative Claims and Priority Tax Claims will receive
    payment in full in Cash.

  * Class 1 Secured Tax Claims, Class 2 HCI Construction Secured
    Claim, Class 3 The Next Phase LLC Secured Claim and Class 4
    All other Secured Claims are impaired claims.  All Allowed
    Claims under these Classes will be paid 30% over 6 years with
    simple interst of 5.25% starting from Jan. 31, 2013.

  * Class 5 Green Capital LLC Unsecured Claim and Class 6 General
    Unsecured Claims are also impaired claims.  All Allowed
    Claims in these Classes will be paid 15% of the Allowed Claim
    over 6 years starting from Jan. 31, 2013.

  * Class 7 Equity Interests are unimpaired and will be
    reinstated.

The estimated amount of the Classified Claims are:

    Class 1 Secured Tax Claims                     $120,615
    Class 2 HCI Construction Secured Claim       $5,248,821
    Class 3 The Next Phase LLC Secured Claim     $1,500,000
    Class 4 All Other Secured Claim                $206,578
    Class 5 Green Capital LLC Unsecured Claim    $1,500,000
    Class 6 General Unsecured Claim                $690,990
    Class 7 Equity Interests                            N/A

The Debtor intends to implement its Plan in two ways: (a) raising
approximately $12,500,000 in credit, and (b) from the cash flow
that will be generated from finishing the plant and its future
business operations.

The Debtor strongly believes the Plan provides creditors and
holders of equity interests with a significantly larger
distribution of estate proceeds than would be generated in Chapter
7 liquidation.

In addition, the Reorganized Debtor will provide all stakeholders
and the community these benefits: (1) creation of 20 permanent
jobs, (2) reduction of environmental hazards, (3)
renewable/sustainable energy for foreseeable future, and (4) help
the nation move toward energy independence.

A full-text copy of the Sept. 23 Disclosure Statement is available
for free at:

         http://bankrupt.com/misc/INTLENERGY_DSSept23.PDF

                    About International Energy

Tampa, Florida-based International Energy Holdings Corp. -- fka
International CRO Holdings Corp.; The Cornerstone Brad, LLC; and
Bison Renewable Energy, LLC -- filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Case No. 11-05547) on March 28, 2011.
Richard J. McIntyre, Esq., at McIntyre, Panzarella, Thanasides &
Eleff, serves as the Debtor's bankruptcy counsel.  The Debtor
disclosed $13,154,805 in assets and $15,862,937 in liabilities as
of the Chapter 11 filing.


INVESTORS LENDING: Taps the Law Firm of James L. Drake as Counsel
-----------------------------------------------------------------
Investors Lending Group, LLC asks the U.S. Bankruptcy Court for
the Southern District of Georgia for permission to employ James L.
Drake, Jr., and James L. Drake, Jr. P.C., as counsel to represent
it in the matter as debtor-in-possession.

The hourly rate of Mr. Drake is $275, plus reimbursement for out
of pocket expenses.  The normal billing rate for the firm's
associate is $225 per hour, and for the firm's paralegal is $125.

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

                About Investors Lending Group LLC

Based in Savannah, Georgia, Investors Lending Group LLC filed for
Chapter 11 (Bankr. S.D. Ga. Case No. 11-41963) on Sept. 21, 2011.
Judge Lamar W. Davis Jr. presides over the case.  James L. Drake,
Jr., P.C. -- jdrake7@bellsouth.net -- presides over the case.  The
Debtor scheduled assets of $14,197,900 and debts of $18,634,570.
The petition was signed by Isaac L. Rabhan, CEO/assistant manager.


JACOBS FINANCIAL: Delays Filing of Quarterly Report on Form 10-Q
----------------------------------------------------------------
Jacobs Financial Group, Inc., was unable without unreasonable
effort and expense to prepare its accounting records and schedules
in sufficient time to allow its accountants to complete their
review of the Company's financial statements for the period ended
Aug. 31, 2011, before the required filing date for the subject
Quarterly Report on Form 10-Q.  The Company intends to file the
subject Quarterly Report on or before the fifth calendar day
following the prescribed due date.

                      About Jacobs Financial

Jacobs Financial Group, Inc. (OTC Bulletin Board: JFGI) is a
Charleston, West Virginia-based holding company for First Surety
Corporation, a West Virginia domiciled surety, Triangle Surety
Agency, an insurance agency that specializes in coal reclamation
surety bonds, and Jacobs & Company, a registered investment
advisor.

The Company reported a net loss of $1.30 million on $1.56 million
of total revenues for the year ended May 31, 2011, compared with a
net loss of $1.45 million on $1.37 million of total revenues
during the prior year.

The Company's balance sheet at May 31, 2011, showed $8.66 million
in total assets, $13.49 million in total liabilities,
$3.13 million in total mandatorily redeemable preferred stock, and
a $7.97 million total stockholders' deficit.

Malin, Bergquist & Co., LLP, in Pittsburgh, PA, noted that the
Company's significant net working capital deficit and operating
losses raise substantial doubt about its ability to continue as a
going concern.


JK HARRIS: IRS Problem Solver Files to Stop Receiver Hearing
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that JK Harris & Co. LLC, a provider of services to help
individuals with Internal Revenue Service problems, filed for
Chapter 11 protection in Charleston, South Carolina.

According to the report, the Goose Creek, South Carolina-based
company on its Web site says it provides services to consumers
through 325 locations in 43 states.  There are 186 employees, a
court filing says.

The report relates that the company filed in Chapter 11 to halt a
court hearing in Texas where the state attorney general was
seeking appointment of a receiver to take over operations in that
state on account of the company's failure to pay $1.1 million in
settlement of consumer claims, according to a story in the Post
and Courier from Charleston, South Carolina.

JK Harris & Co. LLC filed a Chapter 11 petition (Bankr. D. S.C.
Case No. 11-06254) on Oct. 7, 2011, in Charleston, South Carolina,
represented by G. William McCarthy, Jr., Esq., at McCarthy Law
Firm, LLC, in Columbia, South Carolina.  The Debtor listed assets
of $4.9 million against debt totaling $30.9 million.


JOHN D. OIL: Attempting to Settle Loan Default with Charter One
---------------------------------------------------------------
As previously disclosed, John D. Oil and Gas Company had its
$9.5 million line of credit with RBS Citizens, N.A., dba Charter
One mature on Aug. 1, 2009, at which time the Company was in
default.  This line of credit is guaranteed by Richard M. Osborne,
the Company's Chairman of the Board and Chief Executive Officer.
On Aug. 24, 2009, Charter One received a judgment in its favor
against the Company and Mr. Osborne related to this debt.  On
June 18, 2010, the Company, other parties, and Charter One entered
into a forbearance agreement, pursuant to which Charter One agreed
to forbear from enforcing its rights and remedies under the
Company's line of credit as well as the other parties' loan
agreements until July 1, 2011, subject to no further events of
default including the payments due under the Forbearance
Agreement.  As of July 1, 2011, the forbearance period expired and
the Company has not paid off the line of credit.

On Oct. 3, 2011, Charter One instituted an action in the United
States District Court Northern District of Ohio Eastern Division
claiming a default under the line of credit and seeking to
foreclose upon property of the Company securing the line of credit
and to appoint a receiver for the Company and certain companies
owned or controlled by Mr. Osborne.

The Company continues to meet with Charter One to attempt to reach
a loan agreement satisfactory to both parties.  Additionally, the
Company continues to pursue alternative sources of financing, but
there can be no guarantee that a receiver will not be appointed.

                         About John D. Oil

Mentor, Ohio-based John D. Oil and Gas Company is in the business
of acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio.  The Company currently has fifty-eight
producing wells.

The Company's balance sheet at June 30, 2011, showed $8.25 million
in total assets, $12.59 million in total liabilities and a $4.34
million total deficit.

The Company reported a net loss of $1.38 million on $2.63 million
of total revenues for the year ended Dec. 31, 2010, compared with
a net loss of $2.69 million on $4.04 million of total revenues
during the prior year.

As reported by the TCR on April 7, 2011, Maloney + Novotny LLC, in
Cleveland, Ohio, 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 suffered recurring losses and has $9.5 million of debt
currently due and subject to a forbearance.


JOHN WILSON: Files for Chapter 11 to Stave Off Foreclosure
----------------------------------------------------------
Paul Grimaldi at the Providence Journal reports that John
Paul Wilson, owner of Wilson's of Wickford, Rhode Island, filed
for federal bankruptcy protection on Oct. 13, 2011, the day before
his North Kingstown clothing business faced a foreclosure auction
by the Washington Trust Co.

According to the report, the Chapter 11 filing by Mr. Wilson will
allow him to reorganize his business finances in an attempt to
stave off closing the family-run shop located in the center of the
historic village.

The report says the initial Chapter 11 bankruptcy petition Mr.
Wilson filed with the U.S. Bankruptcy Court in Providence, Rhode
Island, provides few details of the company's finances, listing
only 20 of the entities owed money.

Mr. Grimaldi says the filing temporarily staved off an auction in
which Washington Trust sought to recoup more than $700,000 Mr.
Wilson owes on a mortgage secured by the business and adjacent
properties in Wickford.

The report notes it's unclear at this point what the Wilson family
planned to do with that money, though the filing noted that a
planned condominium sale fell through in October 2010.

Mr. Grimaldi says Washington Trust wants to recoup its money and
has threatened to sell off the 14,000-square-foot building in
Wickford and three other parcels that include a parking lot, a
dock and boat slips.


KATHLEEN WOLF: Foreclosure and Eviction Cases Remanded
------------------------------------------------------
Bankruptcy Judge Howard R. Tallman granted TCF National Bank's
motion to remand its foreclosure and eviction cases against
Kathleen C. Wolf, styled as TCF National Bank v. Wolf et al., Case
No. 2010CV33 and TCF National Bank v. Wolf et al., Case No.
2011CV40 back to the District Court for Gilpin County, Colorado.
A copy of Judge Tallman's Oct. 17, 2011 Order is available at
http://is.gd/zT7HNdfrom Leagle.com.

Kathleen Wolf filed for Chapter 11 bankruptcy (Bankr. D. Colo.
Case No. 11-29593) on Aug. 17, 2011.


KINDER MORGAN: Fitch Puts 'BB+' IDR on Watch Negative
-----------------------------------------------------
Fitch Ratings has placed Kinder Morgan Kansas, Inc.'s (KMK) Issuer
Default Rating (IDR) and debt ratings on Rating Watch Negative.
The action follows yesterday's announced agreement whereby Kinder
Morgan, Inc. (KMI), parent company to KMK, will acquire the
outstanding shares of El Paso Corporation (EP) in a $38 billion
transaction expected to close in 2Q'12.  In addition, Fitch has
affirmed the ratings for Kinder Morgan Energy Partners, L.P. (KMP)
with a Stable Rating Outlook.  Approximately $15 billion of long-
term debt is affected by today's rating action.

Transactional Risk for KMK: The placement of KMK on Rating Watch
Negative reflects the transactional risk associated with the
purchase of EP and planned asset sales and dropdowns that are
essential to the subsequent pay down of acquisition debt.  KMK has
a commitment from Barclays Capital for $11.5 billion to underwrite
the full amount of the cash required for the transaction. KMK
plans on selling EP's oil and gas assets simultaneously with the
close of the acquisition.  Company estimates for KMK at the
holding company level is targeted to have year-end 2012 debt-to-
EBITDA of 3.1 times (x) which is consistent with its present
leverage.  However, de-leveraging to achieve those targets is
dependent on a successful future sale of E&P properties in terms
of price and timing, as well as favorable conditions for the
financings of drop-downs of El Paso pipeline assets.  Over the
longer term KMK leverage metrics should improve as general and
limited partner distributions from its master limited partner
(MLP) affiliates increase.

Lower Business Risk: As contemplated, KMI's consolidated company
business risk will be lowered given the cash flow stability
associated with EP's interstate pipeline affiliates. Pro forma the
transaction, 69% of consolidated EBITDA will come from its lowest
risk natural gas and petroleum products pipelines.  The company's
CO2 oil production operations which are exposed to commodity price
and volume exposure will only contribute 12% of EBITDA.

KMP Unaffected by the Acquisition: Over the near term KMP will be
unaffected by KMI's purchase of EP.  However, post closing KMP
will have an opportunity to purchase pipeline assets now residing
at EP.  The EP owned interstate pipelines generate stable cash
flows and are a good fit in KMP's MLP structure.  KMP would be
expected to finance pipeline purchases with an appropriate mix of
debt and equity.

Catalysts for Future Rating Actions: Possible catalysts for
negative rating actions include failure to sell the E&P business
on a timely basis or if the sale occurs at a price level
significantly below expected levels, which could slow planned de-
leveraging.  Possible catalysts for resolution of the Rating Watch
Negative include progress towards successful completion of the E&P
sale and asset drop downs and related financings, which should
allow the company to de-lever in line with its stated schedule.

KMK, a wholly owned subsidiary of KMI, has ownership interests in
two companies: the 2% GP and approximately 11% of the limited
partner interest in KMP and 20% of NGPL PipeCo LLC (NGPL, rated
'BB+' with a Negative Outlook).  Distributions from KMP and NGPL
contributed approximately 97% and 3% of KMK's 2010 cash flow,
respectively.

Fitch places the following ratings on Rating Watch Negative:

Kinder Morgan Kansas, Inc.

  -- IDR 'BB+';
  -- Secured notes and debentures 'BB+';
  -- Secured revolving credit facility 'BB+'.

Kinder Morgan Finance Company, LLC

  -- Secured notes 'BB+'.

KN Capital Trust I

  -- Trust preferred 'BB-'.

KN Capital Trust III

  -- Trust preferred 'BB-'.

Fitch affirms the following ratings with a Stable Outlook:

Kinder Morgan Energy Partners, L.P.

  -- IDR at 'BBB';
  -- Senior unsecured debt at 'BBB';
  -- Short-term IDR at 'F2'
  -- Short-term debt (Commercial Paper) at 'F2'.


KINGSBURY CORP: Seeks Access to $300,000 Diamond DIP Financing
--------------------------------------------------------------
Kingsbury Corporation is seeking authorization from the U.S.
Bankruptcy Court for the District of New Hampshire to obtain
postpetition financing from Diamond Business Credit, LLC, in the
form of an increase in the inventory advance rate with the advance
not to exceed $300,000, in addition to the Debtor's prepetition
revolving line of credit with Diamond.

The Debtor requires the proposed postpetition financing in order
to rehire employees and purchase supplies necessary to restart its
operations and meet other critical postpetition obligations in the
ordinary course.  The proceeds of the DIP Financing will be used
to pay the expenses set forth in a Budget, such as payroll, vendor
and supplier costs, and other expenses necessary to restart and
maintain operations.  Absent this relief, the Debtor will be
forced to liquidate its assets quickly, to the substantial
detriment of its creditors.  The DIP Financing is necessary to
preserve, protect and maintain the going concern value of the
Debtor's assets and maximize the value of its estate.

According to Jennifer Rood, Esq., at Berstein, Shur, Sawyer &
Nelson, the Debtor is unable to obtain unsecured credit sufficient
to operate or reorganize its business by providing an
administrative expense claim.  The DIP Financing was obtained on
the most favorable terms available to the Debtor following
discussions with various lending sources.  Under existing time
constraints and conditions, and considering the limited available
collateral of the Debtor, alternative financing was not and is not
available at all, or on a timely basis.

Pending final hearing on the DIP Financing, the Debtor anticipates
the need to borrow funds sufficient to cover expenses as set forth
in the Budget.  These funds must be advanced from Sept. 30, 2011,
through Oct. 21, 2011, and are necessary to avoid immediate and
irreparable harm to the Debtor's estate.  Weekly payroll and
certain critical expenses must be paid, and the Debtor will have
insufficient funds to pay payroll and other critical expenses
unless the advances are made.

Ms. Rood informs the Court that the Debtor does not currently have
an alternative source of working capital with which to continue
its operations and to pay its ordinary course obligations, such as
those owed to suppliers, employees, insurers, and taxing
authorities.  In order for the Debtor to continue operating its
business during the case, the Debtor needs a source of working
capital.

Kingsbury Corp. -- http://www.kingsburycorp.com-- makes and
assembles machine systems.

Kingsbury Corporation and affiliate Ventura Industries, LLC, filed
Chapter 11 petition (Bankr. D. N.H. Case Nos. 11-13671 and 11-
13687) on Sept. 30, 2011.  Jennifer Rood, Esq., and Robert J.
Keach, Esq., at Berstein, Shur, Sawyer & Nelson, serves as counsel
to the Debtors.   Kingsbury estimated assets and debts of up to
$50 million in its Chapter 11 petition.


KINGSBURY CORP: Wants Access to Leinholders' Cash Collateral
------------------------------------------------------------
Kingsbury Corp. seeks authority from the U.S. Bankruptcy Court for
the District of New Hampshire to use the amounts in its existing
bank accounts, including the Lockbox, and cash generated
postpetition in the ordinary course of business, including payment
of items consistent with the terms of the DIP Financing.

Kingsbury Corp.'s inventory and accounts receivable, including
cash held in a certain lockbox maintained at TD Bank, N.A., and
controlled by TD Bank for the benefit of TD Bank and Diamond
Business Credit LLC, are subject to purported liens of Diamond,
TD Bank, Utica Leaseco LLC and the New Hampshire Department of
Employment Security.  Accordingly, the proceeds of the collateral
constitute the Lienholders' cash collateral.

As adequate protection of the Lienholders' interests in the Cash
Collateral, the Debtor seeks authority to grant the Lienholders a
continuing, post-petition interest in the Cash Collateral and its
proceeds to the same nature, extent and priority as the pre-
petition liens held by the Lienholders in the Debtor's inventory
and accounts receivable, to the extent the Cash Collateral is used
by the Debtor or the value of the Cash Collateral is otherwise
diminished as a consequence of the pendency of this case and the
automatic stay.

Kingsbury Corp. -- http://www.kingsburycorp.com-- makes and
assembles machine systems.

Kingsbury Corporation and affiliate Ventura Industries, LLC, filed
Chapter 11 petition (Bankr. D. N.H. Case Nos. 11-13671 and 11-
13687) on Sept. 30, 2011.  Jennifer Rood, Esq., and Robert J.
Keach, Esq., at Berstein, Shur, Sawyer & Nelson, server as counsel
to the Debtors.   Kingsbury estimated assets and debts of up to
$50 million in its Chapter 11 petition.


LEHMAN BROTHERS: Deutsche Not Suffering Buyer's Remorse on Claims
-----------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Deutsche Bank AG
says it isn't suffering from "buyer's remorse" on its $2.4 billion
in Lehman Brothers Holdings Inc. bankruptcy claims and is accusing
Lehman of making a "newfound interpretation" of its own creditor-
payback plan that could diminish how much it and others recover.

                         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)


LINDSAY LAMPASONA: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------------
Eric Convey, managing editor at Boston Business Journal, reports
that Lindsay Lampasona filed for Chapter 11 bankruptcy protection
on Oct. 14, 2011.

According to Boston Business, the biggest creditors listed in the
bankruptcy petition are: Aggregate Industries, owed $416,000;
Chicopee Concrete Service, owed $406,000; and Barker Street LLC of
Boston, owed $142,000.  Most of the debt is for companies in the
concrete trade.

Based in Norfolk, Massachusetts, Lindsay Lampasona is a
construction company specializing in concrete work.  The Company
filed for Chapter 11 protection on Oct. 12, 2011 (Bankr. D. Mass.
Case No.11-19747).  Judge Joan N. Feeney presides over the case.
Donald Ethan Jeffery, Esq., at Murphy & King, Professional
Corporation, represents the Debtor.  The Debtor estimated assets
and debts to be between $1 million and $10 million.


LOS ANGELES DODGERS: Balk at Season Ticket Holders' Committee Bid
-----------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that the Los Angeles
Dodgers LLC on Tuesday blasted a bid by a group of season ticket
holders for official committee status in the team's Delaware
bankruptcy, saying the move would be a pointless waste of estate
resources.

                     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.


LYRIC OPERA: Will File for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
Nathan Max at Sign on San Diego News reports that, buried under
an enormous mortgage and faced with disappointing donations and
ticket sales, Lyric Opera San Diego said on Oct. 14, 2011, that it
will file for Chapter 11 bankruptcy protection.

According to the report, Lyric Opera has laid off two-thirds of
its staff, including General Director Leon Natker and Artistic
Director J. Sherwood Montgomery.  Lyric Opera has been trying to
sell the 32,000-square-foot, 731-seat theater and get out from
under its $4 million mortgage, for nearly a year.

Mr. Max relates that Lyric Opera has been seeking about $5 million
for the theater and has so far rejected two offers.

The report notes that the announcement comes just one month after
Mr. Natker had said the company's financial situation had
stabilized.

Lyric Opera owns the 82-year-old Birch North Park Theatre.


M WAIKIKI: Files Schedules of Assets and Liabilities
----------------------------------------------------
M Waikiki, LLC, filed with the U.S. Bankruptcy Court for the
District of Hawaii its schedules of assets and liabilities,
disclosing:

    Name of Schedule              Assets         Liabilities
    ----------------            -----------      -----------
A. Real Property              $211,600,000
B. Personal Property            $4,516,142
C. Property Claimed as
    Exempt
D. Creditors Holding
    Secured Claims                              $133,100,000
E. Creditors Holding
    Unsecured Priority
    Claims                                                $0
F. Creditors Holding
    Unsecured Non-priority
    Claims                                        $1,985,843
                                -----------      -----------
       TOTAL                   $216,116,142     $135,085,843

                         About M Waikiki

M Waikiki owns the Modern Honolulu, a world-class, luxury hotel
property located close to Waikiki Beach in Hawaii.  The hotel is
being managed by Modern Management Services LLC, an affiliate of
Aqua Hotels and Resorts.

M Waikiki is a Hawaii limited liability company with its principal
place of business located in San Diego, California.  It is a
special purpose entity, having roughly 75 indirect investors,
which was formed to acquire the Hotel.

The Company filed for Chapter 11 protection (Bankr. D. Hawaii Case
No. 11-02371) on Aug. 31, 2011.  Judge Robert J. Faris presides
over the case.  The Debtor estimated $100 million to $500 million
in both assets and debts.

Modern Management is represented by Christopher J. Muzzi, Esq., at
Moseley Biehl Tsugawa Lau & Muzzi LLC.

Marriott Hotel Services, which used to provide management
services, is represented by Susan Tius, Esq., at Rush Moore LLP
LLP, and Carren B. Shulman, Esq., at Sheppard Mullin Richter &
Hampton LLP.

The Official Committee of Unsecured Creditors retained Wagner Choi
& Verbrugge as its counsel.


MAGNESIUM CORP: $4.1MM Avoidance Suit v. Williams Goes to Trial
---------------------------------------------------------------
Bankruptcy Judge Robert E. Gerber denied cross-motions for summary
judgment filed by the parties to the lawsuit, Lee E. Buchwald,
Chapter 7 Trustee of the estates of Magnesium Corporation of
America and Renco Metals, Inc., v. Williams Energy Marketing &
Trading Co., f/k/a Barrett Resources Corp., Adv. Pro. No. 04-02656
(Bankr. S.D.N.Y.).

The Chapter 7 trustee seeks to recover roughly $4.1 million in
allegedly voidable preferential payments that had been made to the
predecessor of Williams Power Company for natural gas that MagCorp
consumed in its magnesium processing operations.  The Trustee
seeks judgment for the recovery of the preferential payments that
MagCorp had made (net of new value Williams provided), and
Williams seeks summary judgment dismissing the complaint.
Williams contends that it is absolved from the potential
preference exposure that vendors normally have to their customers
because the payments should be deemed "settlement payments" on a
"commodities forward contract," made to a "forward contract
merchant," that are subject to a safe harbor under section 546(e)
of the Bankruptcy Code.

Judge Gerber said the Chapter 7 Trustee's summary judgment motion
requires little discussion.  It raises factual issues for which a
determination now is premature.

Williams' motion for defendant's summary judgment, on the other
hand, is much more difficult, as section 546(e) -- along with
other Bankruptcy Code provisions on which its application depends
-- is hardly a model of drafting precision, the judge said.
Though policy points are made by both sides -- and those made by
the Chapter 7 Trustee are particularly compelling -- the question
of section 546(e)'s application is still one of statutory
construction.  It will ultimately depend most on whether Williams'
predecessor -- or MagCorp, though in MagCorp's case, the question
is easily answered -- was a "forward contract merchant," as that
expression is used in the Code and as its meaning can be divined,
with respect to the transactions at issue.  That issue will
require greater factual development, and cannot be decided as a
matter of law, on summary judgment, now, the judge said.

A copy of the Court's Oct. 17, 2011 decision is available at
http://is.gd/sB4kEyfrom Leagle.com.

Magnesium Corporation of America, a unit of Renco Group Inc., was
the largest single producer of magnesium in the United States.
The Company filed for chapter 11 protection (Bankr. S.D.N.Y. Case
No. 01-14312) on Aug. 2, 2001.  The Debtors sold substantially all
of their assets to U.S. Magnesium, LLC, in a Sec. 363 asset sale
transaction.  Judge Robert Gerber ordered the case converted to a
chapter 7 liquidation on Sept. 24, 2003.  When the Company filed
for Chapter 11 protection from its creditors, it listed debts and
assets of more than $100 million.


MANISTIQUE PAPERS: Can Borrow Up to $2 Million from mBank
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
authorized Manistique Papers, Inc., on an interim basis, to borrow
up to $2,000,000 in principal amount of postpetion financing from
mBank, as DIP Lender, in accordance with the terms of the Interim
Order, the DIP Agreement and the other DIP Documents.

A copy of the interim DIP Order is available for free at:

        http://bankrupt.com/misc/manistique.dkt161.pdf

As reported in the TCR on Sept. 30, 2011, the Debtor sought
permission from the Bankruptcy Court to enter into a first
priority senior secured multiple draw term credit facility in an
aggregate principal amount of $5 million, bearing an interest rate
of The Wall Street Journal Prime Rate, plus 1.00%.

The DIP loan will be provided by mBank, with participation by the
State of Michigan's Michigan Strategic Fund.  Upon interim
authority from the Court, the Debtor is entitled to draw up to
$2 million under the DIP Facility and the remaining amounts
available upon final authority from the Court.

The DIP Lender will be granted postpetition first priority liens
on unencumbered assets of the Debtor, priming liens on collateral
securing the Debtor's $1.1 million Prepetition Loan from RBS
Citizens National Association, and superpriority administrative
expense claims.

The Debtor told the Court that it needs the DIP financing to
prevent the conversion of its bankruptcy case to Chapter 7, and to
fund a restart of its manufacturing operations.  Without the DIP
Facility, the Debtor does not have access to sufficient capital to
operate.

                     About Manistique Papers

Manistique Papers Inc. operates a landfill in Manistique,
Michigan, whereby residuals resulting from paper production are
deposited.  Manistique Papers filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 11-12562) on Aug. 12, 2011.
Manistique Papers disclosed $19,688,471 in assets and $24,633,664
in liabilities as of the Petition Date.

Timothy F. Nixon, Esq., and Carla O. Adams, Esq., at Godfrey &
Kahn, S.C., in Green Bay, Wisconsin, represent the Debtor as lead
counsel.  Eric D. Schwartz, Esq., and Daniel B. Butz, Esq., at
Morris, Nichols, Arsht & Tunnell,in Wilmington, Del., represent
the Debtor as Delaware bankruptcy co-counsel.

The Garden City Group, Inc., is the Debtor's claims, noticing,and
balloting agent.

Amanda Marie Winfree, Esq., and Leigh-Anne M. Raport, Esq., at
Ashby & Geddes, P.A.,in Wilmington, Del.; Sharon L. Levine, Esq.,
and Thomas A. Pitta, Esq., at Lowenstein Sandler P.C., in
Roseland, N.J., represent the Official Committee of Unsecured
Creditors as counsel.

Michael B. Solow, Esq., and Seth J. Kleinman, Esq., at Kaye
Scholer LLP, in Chicago; Susan Jill Rice, Esq., at Brandt Fisher
Alward & Pezzetti, P.C., in Traverse City, Michigan; and Jeremy W.
Ryan, Esq., at Potter Anderson & Corroon, LLP, in Wilmington,
Del., represent DIP Lender mBank as counsel.


MANISTIQUE PAPERS: Ashby & Geddes OK'd as Panel's Delaware Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors in the Chapter 11
case of Manistique Papers, Inc. to retain Ashby & Geddes, P.A., as
Delaware counsel.

As reported in the Troubled Company Reporter on Sept. 30, 2011,
the firm will charge the Debtor's estates based on the hourly
rates of its professionals:

   Professional           Position        Hourly Rate
   ------------           --------        -----------
   William P. Bowden      Member          $620
   Amanda M. Winfree      Associate       $375
   Leigh-Anne M. Raport   Associate       $290
   Cathie McCloskey       Paralegal       $180

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

                      About Manistique Papers

Manistique Papers Inc. operates a landfill in Manistique,
Michigan, whereby residuals resulting from paper production are
deposited.  Manistique Papers filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 11-12562) on Aug. 12, 2011.

Godfrey & Kahn, S.C. represents the Debtor in its restructuring
effort.  Morris, Nichols, Arsht & Tunnell LLP serves as its
Delaware bankruptcy co-counsel.  Vector Consulting, L.L.C., serves
as its financial advisor.  Baker Tilly Virchow Krause, LLC, serves
as its accountant.

Manistique Papers disclosed $19,688,471 in assets and $24,633,664
in liabilities as of the Chapter 11 filing.


MANISTIQUE PAPERS: Committee Taps J.H. Cohn as Financial Advisors
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Manistique Papers, Inc., asks the U.S. Bankruptcy Court
for the District of Delaware for permission to retain J.H. Cohn
LLP as financial advisors.

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

                       About Manistique Papers

Manistique Papers Inc. operates a landfill in Manistique,
Michigan, whereby residuals resulting from paper production are
deposited.  Manistique Papers filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 11-12562) on Aug. 12, 2011.

Godfrey & Kahn, S.C. represents the Debtor in its restructuring
effort.  Morris, Nichols, Arsht & Tunnell LLP serves as its
Delaware bankruptcy co-counsel.  Vector Consulting, L.L.C., serves
as its financial advisor.  Baker Tilly Virchow Krause, LLC, serves
as its accountant.

Manistique Papers disclosed $19,688,471 in assets and $24,633,664
in liabilities as of the Chapter 11 filing.

Ashby & Geddes P.A. serves the Official Committee of Unsecured
Creditors as its Delaware counsel.


MANISTIQUE PAPERS: Lowenstein Sandler OK'd as Committee Counsel
---------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware authorized the Official Committee of
Unsecured Creditors in the Chapter 11 cases of Manistique Papers,
Inc., to retain Lowenstein Sandler PC as its counsel.

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

                       About Manistique Papers

Manistique Papers Inc. operates a landfill in Manistique,
Michigan, whereby residuals resulting from paper production are
deposited.  Manistique Papers filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 11-12562) on Aug. 12, 2011.

Godfrey & Kahn, S.C. represents the Debtor in its restructuring
effort.  Morris, Nichols, Arsht & Tunnell LLP serves as its
Delaware bankruptcy co-counsel.  Vector Consulting, L.L.C., serves
as its financial advisor.  Baker Tilly Virchow Krause, LLC, serves
as its accountant.

Manistique Papers disclosed $19,688,471 in assets and $24,633,664
in liabilities as of the Chapter 11 filing.

Ashby & Geddes P.A. serves the Official Committee of Unsecured
Creditors as its Delaware counsel.


MAQ MANAGEMENT: McIntyre Panzarella OK'd as Replacement Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
approved the request of Thomas M. Messana, Esq. and the law firm
of Messana, P.A., to withdraw as counsel of record for Maq
Management, Inc., et al.

As reported in the Troubled Company Reporter on Sept. 12, 2011,
the Debtors asked the Court for authority to employ Messana to
replace Talarchyk Merrill LLC as general bankruptcy counsel.

The Court ordered, on an interim basis, that the law firm of
McIntyre, Panzarella, Thanasides, Hoffman, Bringgold & Todd, P.L.,
is employed as counsel for the Debtors.

The Court also ordered that Messana is discharged from any and all
future obligations in the instant cases.  Messana is directed to
file its application for final fees as Chapter 11 bankruptcy
counsel not later than 21 days after entry of the Oct. 13 order.

In a separate filing, Donald F. Walton, U.S. Trustee for Region
21, objected to the employment of Richard J. McIntyre and the Law
Firm of McIntyre, Panzarella, Thanasides, Hoffman, Bringgold &
Todd, P.L., as substitute counsel for the Debtors.

The U.S. Trustee noted that while not clear in the application,
the declaration of Richard J. McIntyre, Esq. stated that his firm
received a $25,000 postpetition retainer from BNK Real Estate,
LLC.  The firm will also receive a second $25,000 retainer from
BNK Real Estate, LLC, and BNK Real Estate, LLC will continue to
replenish the retainer such that the balance will always exceed
$25,000.

According to the U.S. Trustee, the application also:

   -- failed to state the relationship between the Debtors and BNK
   Real Estate, LLC and fails to state whether the payment of the
   Debtors' attorneys fees will be treated as a loan to the
   Debtors, an administrative expense of the estates or an equity
   infusion; and

   -- failed to clarify if BNK Real Estate, LLC is a creditor of
   any of the Debtors, the U.S. Trustee is concerned about the
   possibility of a lack of disinterestedness.

The U.S. Trustee is represented by:

         Heidi A. Feinman, Esq.
         U.S. Trustee's Office
         51 SW 1st Ave.
         Miami, FL 33130
         Tel: (305) 536-7285
         Fax: (305) 536-7360
         E-mails: Heidi.A.Feinman@usdoj.gov

                       About MAQ Management

Based in Boca Raton, Florida, MAQ Management, Inc., and three
other affiliates serve as commercial landlords to convenience
stores and gas stations in primarily in South Florida.  They filed
for Chapter 11 bankruptcy (Bankr. S.D. Fla. Cases No. 11-26571 to
11-26574) on June 15, 2011.  Affiliates that sought Chapter 11
protection are Super Stop Petroleum, Inc., Super Stop Petroleum I,
Inc., and Super Stop Petroleum IV, Inc.  Judge Erik P. Kimball
presides over the case.  Lawyers at Talarchyk Merrill, LLC, serve
as the Debtors' counsel.  MAQ Management estimated assets and
debts of $1 million to $10 million.  Super Stop estimated assets
and debts of $10 million to $50 million.  The petitions were
signed by Mahammad A. Qureshi, CEO.

The U.S. Trustee announced that until further notice, it will not
appoint a committee of creditors for the Debtors' cases.


MARANI BRANDS: Confirms it Has Never Been a "Shell Company"
-----------------------------------------------------------
Marani Brands, Inc., confirms that since the date of its filing of
Form 10-Q with the Securities and Exchange Commission on May 24,
2010, the Company has not been an issuer whose securities are not
available for resale under Rule 144 as restricted by
17CFR?240.144(i)(1) nor has the Company ever been a "shell
company".

                        About Marani Brands

Based in North Hollywood, Calif., Marani Brands, Inc. (OTC BB:
MRIB) primarily engages in the distribution of wine and spirit
products manufactured in Armenia.  The Company's signature product
is Marani Vodka, a premium vodka which is manufactured exclusively
for the Company in Armenia.

The Company's balance sheet as of December 31, 2009, showed
$1.3 million in total assets, $2.9 million in total liabilities,
and a shareholders' deficit of $1.6 million.

As reported in the Troubled Company Reporter on October 19, 2009,
Gruber & Company, LLC, in Saint Louis, Missouri, expressed
substantial doubt about Marani Brands, Inc.'s ability to continue
as a going concern, following its fiscal 2009 results.  The
independent auditors noted that the Company's viability is
dependent upon its ability to obtain future financing and the
success of its future operations.


MARCO POLO SEATRADE: Judge OKs Deal to Wipe Away $48-Million Claim
------------------------------------------------------------------
Hilary Russ at Bankruptcy Law360 reports that a New York
bankruptcy judge approved a deal Tuesday allowing Marco Polo
Seatrade BV to wash away a $48 million claim that stemmed from a
sinking oil tanker project it had undertaken with German bank
Norddeutsche Landesbank Girozentrale.

According to Law360, the compromise settles an out-of-court
dispute that, if left unresolved, could have threatened to drown
Marco Polo in litigation over whether to maintain its portion of
ownership in the Sudtank project, which was a 2007 loan agreement
between Marco Polo, other shareholders and NordLB.

                         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.


MASTER LAND: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------- Orlando
Sentinel reports that the Master Land Trust Number 9 dated July
31, 2009, at 225 South Westmonte Drive, Suite 300, Altamonte
Springs, filed for Chapter 11 protection in the U.S. Bankruptcy
Court in Florida on Oct. 11, 2011.  The Company listed zero in
assets and $817,765 in liabilities.  The Company's major creditors
are Martin County Board of County Commissioners, Code Enforcement
Division, $645,000; State of Florida, Department of Health,
Tallahassee, $2,000.


MINOR HOTEL: Court Extends Plan Filing Deadline to Jan. 13
----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Virginia
extended the exclusive periods of Minor Family Hotels LLC to file
a Chapter 11 plan until Jan. 13, 2012, and solicit acceptances of
that plan until March 14, 2012.

The Debtor told the Court that it entered into an arrangement with
a developer which will permit the Debtor to formulate a plan of
reorganization and complete the construction of Landmark Hotel.

                        About Minor Family

Charlottesville, Virginia-based Minor Family Hotels, LLC, is the
owner of the Landmark Hotel project in downtown Charlottesville,
Virginia.  Minor Family filed for Chapter 11 bankruptcy protection
(Bankr. W.D. Va. Case No. 10-62543) on September 1, 2010.
Benjamin Webb King, Esq., at Woods Rogers Hazlegrove, serves as
bankruptcy counsel.  Minor Family estimated assets and debts at
$10 million to $50 million in its Chapter 11 petition.

Minor Family Hotels filed for Chapter 11 protection to resolve
"burdensome" lawsuits that have delayed the hotel's construction.
Eight lawsuits have been filed in connection with the project.


MOHEGAN TRIBAL: Files Sept. Statistical Report for Mohegan Sun
--------------------------------------------------------------
The Mohegan Tribal Gaming Authority, on Oct. 17, 2011, posted on
its Web site its Slot Machine Statistical Report for Mohegan Sun
containing statistics relating to slot handle, gross slot win,
gross slot hold percentage, slot win contribution, free
promotional slot play contribution and weighted average number of
slot machines.  The Slot Machine Statistical Report includes these
statistics on a monthly basis for the fiscal years ended Sept. 30,
2011, and 2010.  A copy of the Slot Machine Statistical Report is
available for free at http://is.gd/pZJI8y

                       About Mohegan Tribal

Headquartered in Uncasville, Conn., Mohegan Tribal Gaming
Authority conducts and regulates gaming activities on Tribal
lands, which are federally recognized Indian tribe reservations in
southeastern Connecticut.

The Authority has noted that its Bank Credit Facility matures on
March 9, 2012 and its 2002 Senior Subordinated Notes mature on
April 1, 2012.  In addition, a substantial portion of the
Authority's remaining indebtedness matures over the following
three fiscal years.  The Authority believes that it will need to
refinance all or part of its indebtedness at or prior to each
maturity thereof in order to maintain sufficient resources for its
operations.  The Authority has engaged Blackstone Advisory
Partners, L.P. to assist in its strategic planning relating to its
debt maturities.

The Company's balance sheet at June 30, 2011, showed $2.17 billion
in total assets, $1.99 billion in total liabilities, and
$176.04 million in total capital.

                           *     *     *

At the end of November 2010, Moody's Investors Service downgraded
Mohegan Tribal Gaming Authority's Corporate Family and Probability
of Default ratings to Caa2 from B3.  All of MTGA's rated long-term
debt was also lowered.  The rating outlook is negative.

The ratings downgrade reflects Moody's view that MTGA could
find it difficult to refinance significant upcoming debt
maturities without some impairment to bondholders given its high
leverage -- debt/EBITDA is over 7 times -- limited near-term
growth prospects for Mohegan Sun Casino, the likely continuation
of weak consumer gaming demand trends in the Northeastern U.S.,
and the strong possibility of gaming in Massachusetts.  The
company's $675 million revolver ($527 million outstanding at
Sept. 30, 2010) expires in March 2012 and its $250 million 8%
senior subordinated notes mature in April 2012.  Combined, these
debt items account for about 50% of MTGA's total debt outstanding.

MTGA has announced that it hired Blackstone Group to help deal
with its capital structure issues, although no details have been
made available regarding MTGA's options.  Given the company's
recently announced weak fiscal fourth quarter results along with
the significant near- and long-term challenges previously
mentioned, Moody's believes a restructuring that involves some
impairment to bondholders will be considered.

The negative ratings outlook reflects the relatively short time
frame in which MTGA has to address what Moody's believes to be a
significant capital structure issue.  If MTGA is not able to
refinance by March 2011 its $675 million revolver will be become
current.  The same holds true for the company's $250 million 8%
senior subordinated notes to the extent these notes are not
refinanced by April 1, 2011.


MOORE SORRENTO: Plan Provides for 100% Recovery on Claims
---------------------------------------------------------
Moore Sorrento, LLC, delivered a plan of reorganization and
disclosure statement dated Oct. 3, 2011, to the U.S. Bankruptcy
Court for the Northern District of Texas.

The Plan classifies various claims and interests against the
Debtor.  All classes of claims and interests are estimated to have
100% recovery under the Plan.

Class 1 Convenience Claims will receive a single cash payment
equal to 100% of the Allowed Claim without interest.  Any holder
of a General Unsecured Claim may make an election under the Plan
to be treated as a Convenience Claims.

Class 2 Wells Fargo Secured Claim is estimated to be $39.8
million.  Wells Fargo's Allowed Claim based on the First Note will
be paid in 60 installments and will bear a 5% interest per annum
as of the Effective Date.  Wells Fargo's Allowed Claim based on
the Second Note will be paid in 60 installments and will bear a 7%
interest per annum as of the Effective Date.

Class 3 General Unsecured Claims will receive the allowed claim
amount in 60 installments without interest.

Class 4 Secured Tax Claim will also be paid in 60 equal
installments, and will bear interest at a rate yet to be fixed.

Class 5 Interests in the Debtor will be retain.  Collins and
Lippman will make a capital contribution to the Debtor as of the
Effective Date in the amount of $1 million.

A full-text copy of the Oct. 3 Disclosure Statement is available
for free at http://bankrupt.com/misc/MOORESORRENTO_DSOct3.PDF

                       About Moore Sorrento

Hurst, Texas-based Moore Sorrento, LLC, owns real property located
in Moore, Oklahoma, commonly known as the Shops at Moore, which
the Company operates as a retail shopping center.  The center's
current 23 tenants offer various goods and services to retail
customers.

Moore Sorrento filed Chapter 11 bankruptcy protection (Bankr. N.D.
Tex. Case No. 11-44651) on Aug. 17, 2011.  J. Robert Forshey,
Esq., and Matthew G. Maben, Esq., at Forshey & Prostok, LLP, in
Fort Worth, Tex., serve as the Debtor's counsel.  In its
schedules, Moore Sorrento disclosed assets of $43,259,900 and
liabilities of $42,262,158 as of the Petition Date.


MURDER INC: Multiple Lawsuits Prompt Chapter 11 Bankruptcy Filing
-----------------------------------------------------------------
Murder Inc. voluntarily filed for Chapter 11 bankruptcy
reorganization on Oct. 17, 2011.

Steve Green at Vegas Inc. reports that the filing was expected
after the Company was hit with multiple lawsuits over unpaid bills
and its investors fought amongst themselves over its declining
finances.

Mr. Green says the filing did not include detailed financial
information but said Murder Inc.'s assets are valued at between
$100,000 and $500,000 and its debts top $10 million.

Murder Inc. owns the Las Vegas Mob Experience attraction at the
Tropicana resort.


NAVISTAR INT'L: Directors Nomination Deadline Extended to Nov. 15
-----------------------------------------------------------------
Navistar International Corporation announced that its board of
directors has extended the deadline for stockholders to nominate
directors to the board for consideration at the 2012 annual
meeting from Oct. 18, 2011, to Nov. 15, 2011.  Any director
nominations received by the Company on or prior to Nov. 15, 2011,
and otherwise complying with the Company's bylaws may be submitted
to stockholders at the 2012 annual meeting.

                    About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

The Company's balance sheet at July 31, 2011, showed $11.17
billion in total assets, $10.42 billion in total liabilities, $5
million in redeemable equity securities and $752 million in total
stockholders' equity.

                           *     *     *

Navistar has a 'BB-/Stable/--' corporate credit rating from
Standard & Poor's and a 'B1' Corporate Family Rating and
Probability of Default Rating from Moody's Investors Service.

Moody's said in October 2010 that Navistar's B1 rating could
improve if the North American truck market remains on track for a
sustained recovery into 2011, and Navistar's operational
initiatives to moderate its vulnerability to the truck cycle show
evidence of taking hold.


NCO GROUP: APAC Customer Services Acquired by One Equity Partners
-----------------------------------------------------------------
APAC Customer Services, Inc., announced it was acquired by One
Equity Partners, the private investment arm of JPMorgan Chase &
Co.

One Equity Partners paid APAC stockholders $8.55 per share in
cash, which represents a premium of approximately 57% over APAC's
closing share price on July 6, 2011, the last trading day prior to
the announcement of the transaction.

One Equity Partners is the majority owner of NCO Group, Inc., a
leading global provider of business process outsourcing services.
As previously disclosed, OEP intends to continue to seek to
combine APAC with NCO Group to build market leadership in business
process outsourcing and customer care solutions.

Tom Kichler, Managing Director at One Equity Partners, commented,
"We look forward to helping APAC build on its record of delivering
great customer experiences."

Kevin Keleghan, APAC's President and CEO, commented, "OEP's
acquisition of APAC has been well received and supported by our
customers and our people.  We are proud of the great company and
shareholder value that we have built, and we appreciate the
support of our Board and shareholders."

                        About NCO Group Inc.

Based in Horsham, Pennsylvania, NCO is a global provider of
business process outsourcing services, primarily focused on
accounts receivable management and customer relationship
management.  NCO has over 25,000 full and part-time employees who
provide services through a global network of over 100 offices.
The company is a portfolio company of One Equity Partners and
reported revenues of about $1.2 billion for the twelve month
period ended Sept. 30, 2007.

The Company reported a net loss of $155.71 million on
$1.60 billion of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $88.14 million on $1.58 billion of
revenue during the prior year.

The Company's balance sheet at June 30, 2011, showed $1.18 billion
in total assets, $1.16 billion in total liabilities and $15.11
million in total stockholders' equity.

                           *     *     *

As reported by the Troubled Company Reporter on Feb. 2, 2011,
Moody's Investors Service downgraded NCO Group, Inc.'s CFR to Caa1
from B3 and changed the outlook to negative.  Simultaneously,
Moody's has also downgraded each of NCO's debt instrument ratings
by one notch and lower the Speculative Grade Liquidity rating to
SGL-4 from SGL3.  The downgrade reflects Moody's concern that
greater than expected revenue declines and continued earnings
pressure will extend beyond current levels due to deteriorating
consumer payment patterns and weaker volumes.  In addition,
Moody's expects financial flexibility will be further aggravated
by tightening headroom under its financial covenants and a
potential breach of covenants which will limit the company's
ability to draw upon its revolver.  Also, the company faces an
impending maturity on its $100 million senior secured revolving
credit facility due November of 2011.


NEW GENERATION: Inks 3rd Amendment Agreement with Alpha Capital
---------------------------------------------------------------
New Generation Biofuels Holdings, Inc., on Oct. 11, 2011, entered
into a Third Amendment Agreement with Alpha Capital Anstalt, which
amended the Feb. 1, 2011, Subscription Agreement, as amended
Feb. 28, 2011, June 7, and Aug. 4, 2011, by and among the Company
and four investors (of which Alpha was one).  Pursuant to the
Third Amendment Agreement, Alpha agreed to provide $25,000 to the
Company on the same terms as the Subscription Agreement, which it
did on Oct. 12, 2011.

The Company is actively seeking alternative financing
arrangements, including discussions with Alpha and other parties.
The Company does not have any known source of funding available as
of Oct. 17, 2011.  If the Company is unable to obtain additional
financing, whether through the issuance of equity or debt, or find
a financing partner, it is unlikely that the Company will be able
to continue as a going concern.  The Company estimates that it
currently has sufficient funds to operate the business of the
Company for less than 30 days without any additional financing.

                       About New Generation

Columbia, Md.-based New Generation Biofuels Holdings, Inc., is a
clean energy company deploying novel technologies to produce
cleaner, renewable biofuels.  The Company has rights to a
portfolio of patented and patent pending technology to manufacture
alternative biofuels from plant oils, animal fats and related
oils, which it markets as a new class of biofuel for power
generation, commercial and industrial heating, and related uses.

The Company reported a net loss of $4.24 million on $0 of
total revenue for the six months ended June 30, 2011, compared
with a net loss of $5.92 million on $6,477 of total revenue for
the same period during the prior year.

The Company's balance sheet at June 30, 2011, showed $5.99 million
in total assets, $7.23 million in total liabilities, and a
$1.24 million total stockholders' deficit.

Reznick Group, P.C., in Vienna, Va., expressed substantial doubt
about New Generation Biofuels Holdings' ability to continue as a
going concern, following the Company's 2010 results.  The
independent auditors noted that the Company has experienced
negative cash flows from operations since inception and is
dependent upon future financing in order to meet its planned
operating activities.

The Company said it is seeking to raise additional capital through
public or private placement offerings and targeting strategic
partners.  The ability of the Company to continue as a going
concern is dependent upon the success of capital offerings or
alternative financing arrangements and expansion of its
operations.  If the Company is unsuccessful in raising additional
capital from any of these sources, it will defer, reduce, or
eliminate certain planned expenditures.  The Company will continue
to consider other financing alternatives.  There can be no
assurance that the Company will be able to obtain any sources of
financing on acceptable terms, or at all.

If the Company cannot obtain sufficient additional financing in
the short-term, it may be forced to restructure or significantly
curtail its operations, file for bankruptcy or cease operations.


NORTEL NETWORKS: $4.5 Billion IP Deal Still Under DOJ Review
------------------------------------------------------------
Erin Coe at Bankruptcy Law360 reports that a Microsoft Corp.
executive confirmed Monday that federal regulators were still
reviewing the $4.5 billion sale of Nortel Networks Inc.'s patent
portfolio to a group of tech giants including Microsoft and
Ericsson Inc.

Law360 relates that David Kaefer, general manager of intellectual
property licensing for Microsoft, said during a panel discussion
at a conference held by the Licensing Executives Society in
San Diego that the company was waiting on the U.S. Department of
Justice to provide guidance on the deal.

After a four-day auction in June, a consortium emerged as the
winning bidder with a cash purchase price of US$4.5 billion for
the remaining patent portfolio of Nortel Networks Inc.
The consortium, identified as Rockstar Bidco, LP, consists of
Apple Inc., EMC Corporation, Telefonaktiebolaget LM Ericsson,
Microsoft Corp., Research In Motion Limited, and Sony Corporation.

The significant interest from tech firms for the patents raised
the price to five times Google Inc.'s opening bid of $900 million.
Ranger Inc., the entity formed by Google, as the stalking horse
bidder, will receive at least $25 million as "break-up fee".

                        About Nortel Networks

Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was
once North America's largest communications equipment provider.
It has sold most of the businesses while in bankruptcy.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the
U.S. by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as the Chapter 15
petitioner's counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009.
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.  Fred S. Hodara, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, in New York, and
Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, represent the Official Committee of
Unsecured Creditors.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  On May 28, 2009, at the request
of the Administrators, the Commercial Court of Versailles, France
ordered the commencement of secondary proceedings in respect of
Nortel Networks S.A.  On June 8, 2009, Nortel Networks UK Limited
filed petitions in this Court for recognition of the English
Proceedings as foreign main proceedings under chapter 15 of the
Bankruptcy Code.

Nortel Networks divested off key assets while in Chapter 11.
Nortel has raised US$3.2 billion by selling its operations as it
prepares to wind up a two-year liquidation due to insolvency.

In June 2011, Nortel added US$4.5 billion to its cash pile after
agreeing to sell its remaining patent portfolio to Rockstar Bidco
LP, a consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
US$900 million stalking horse bid by Google Inc. at an auction.
The deal closed in July.

Nortel Networks has filed a proposed plan of liquidation in the
U.S. Bankruptcy Court.  The Plan generally provides for full
payment on secured claims with other distributions going in
accordance with the priorities in bankruptcy law.


NORTHERN BERKSHIRE: Can Use Wells Cash Collateral Until Nov. 3
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts has
continued until Nov. 3, 2011, at 2:00 p.m., the hearing to
consider Northern Berkshire Healthcare, Inc.'s motion for
continued use of the cash collateral of Wells Fargo Bank,
National Association, as successor to the Bank of New York as
master trustee for the master indenture.

In an Oct. 6, hearing, the Court authorized the Debtor to use the
cash collateral under the same terms and condition until Nov. 3.

The Debtors will use the cash collateral to fund their business
operations postpetition.

As reported in the Troubled Company Reporter on Sept. 19, 2011, as
adequate protection for any diminution in value of the master
trustee's interests in the Debtors' interest in the prepetition
collateral, the Debtors will grant the master trustee adequate
protection liens on any asset.

The adequate protection liens will be junior only to (a)
prepetition liens; (b) permitted encumbrances; and carve out on
certain expenses; and any other security interests and liens.  The
master trustee is also granted superpriority administrative
expense claim status.

                About Northern Berkshire Healthcare

Northern Berkshire Healthcare, Inc. is a non-profit healthcare
corporation in northern Berkshire County, Massachusetts.  Together
with its affiliates, Northern Berkshire Healthcare operates the
North Adams Regional Hospital and a visiting nurse association and
hospice in North Adams, Massachusetts.

Northern Berkshire Healthcare, Inc., North Adams Regional
Hospital, Inc., Visiting Nurse Association & Hospice of Northern
Berkshire, Inc., Northern Berkshire Healthcare Physicians Group,
Inc., and Northern Berkshire Realty, Inc., filed for Chapter 11
bankruptcy (Bankr. D. Mass. Case No. 11-31114) on June 13, 2011,
to address their overleveraged balance sheet and effect a
reorganization of their operations.  On the same day, Northern
Berkshire Community Services, Inc., filed a petition for Chapter 7
relief also in the District of Massachusetts bankruptcy court.

Judge Henry J. Boroff presides over the Debtors' cases.  James
Addison Wright, III, Esq., and Steven T. Hoort, Esq., at Ropes &
Gray LLP, serve as the Debtors' bankruptcy counsel.  The Debtors'
Financial Advisors are Carl Marks Advisory Group LLC.  GCG Inc.
serves as claims and noticing agent.

Northern Berkshire disclosed $22,957,933 in assets and
$53,379,652 in liabilities as of the Chapter 11 filing.  The
petition was signed by William F. Frado, Jr., president.

William K. Harrington, the U.S. Trustee for Region 1, appointed
five members to the official unsecured creditors' committee in the
Debtors' cases.  The Committee tapped Duane Morris LLP as its
counsel.


NORTHERN BERKSHIRE: Plan Outline Hearing Continued Until Nov. 3
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts has
continued until Nov. 3, 2011, at 2:00 p.m., the hearing to
consider adequacy of the Disclosure Statement explaining Northern
Berkshire Healthcare, Inc.'s proposed Chapter 11 Plan.

As reported in the Troubled Company Reporter on Sept. 19, 2011,
the Plan provides for the issuance of the Reorganized Debtors of
New Unsecured Notes to the applicable Post-Effective Trusts, (b)
the Debtors transfer of Trust Assets to the applicable Post-
Effective Trusts, (c) the release of funds in the Debt Service
Fund, the Debt Service Reserve Fund, the Expense Fund, the
Project Fund, the Redemption Fund, and the Rebate Fund to the
Holder of the MDFA Note Secured Claim and applied to reduce the
principal amount thereof, (d) the release of funds in the Debt
Service Fund, the Debt Service Reserve Fund, the Redemption Fund,
and the Rebate Fund to the Holder of the MHEFA Note Secured Claim
and applied to reduce the principal amount thereof, (e) the
vesting, with respect to each Debtor, the Avoidance Actions in
each Debtor's Estate, and each Debtor's right to file, settle,
compromise, withdraw, or litigate to judgment objections to any
PET Claim and any Secured Claim against a Sale Debtor, in the
Post-Effective Trust of such Debtor, and (f) the vesting of title
to all other Assets of any Debtor in the respective Reorganized
Debtor, free and clear of all Claims, liens, encumbrances, and
other interests.

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?76f1

                About Northern Berkshire Healthcare

Northern Berkshire Healthcare, Inc. is a non-profit healthcare
corporation in northern Berkshire County, Massachusetts.  Together
with its affiliates, Northern Berkshire Healthcare operates the
North Adams Regional Hospital and a visiting nurse association and
hospice in North Adams, Massachusetts.

Northern Berkshire Healthcare, Inc., North Adams Regional
Hospital, Inc., Visiting Nurse Association & Hospice of Northern
Berkshire, Inc., Northern Berkshire Healthcare Physicians Group,
Inc., and Northern Berkshire Realty, Inc., filed for Chapter 11
bankruptcy (Bankr. D. Mass. Case No. 11-31114) on June 13, 2011,
to address their overleveraged balance sheet and effect a
reorganization of their operations.  On the same day, Northern
Berkshire Community Services, Inc., filed a petition for Chapter 7
relief also in the District of Massachusetts bankruptcy court.

Judge Henry J. Boroff presides over the Debtors' cases.  James
Addison Wright, III, Esq., and Steven T. Hoort, Esq., at Ropes &
Gray LLP, serve as the Debtors' bankruptcy counsel.  The Debtors'
Financial Advisors are Carl Marks Advisory Group LLC.  GCG Inc.
serves as claims and noticing agent.

Northern Berkshire disclosed $22,957,933 in assets and
$53,379,652 in liabilities as of the Chapter 11 filing.  The
petition was signed by William F. Frado, Jr., president.

William K. Harrington, the U.S. Trustee for Region 1, appointed
five members to the official unsecured creditors' committee in the
Debtors' cases.  The Committee tapped Duane Morris LLP as its
counsel, and Huron Consulting Services LLC as its financial
advisor.


NOVEMBER 2005: North Las Vegas Project Set for Dec. 12 Auction
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that November 2005 Land Investors LLC, a part owner in the
Park Highlands master-planned community in North Las Vegas, was
authorized by the bankruptcy judge to sell the assets at auction
on Dec. 12.  Bids are initially due Dec. 8.  A hearing to approve
the sale is set for Dec. 13.

                About November 2005 Land Investors

November 2005 Land Investors LLC was formed on Oct. 11, 2005, for
the purpose of acquiring -- together with a third party entity --
roughly 2,675 gross acres (1,947 net acres) located in North Las
Vegas, Nevada, which is part of the Park Highlands Project.  NLV
Holding LLC is the 100% owner of November 2005.  BOPH Inc. is the
100% owner of NLV Holding.

November 2005 Land Investors LLC and affiliates, NLV Holding LLC
and BOPH Inc. filed separate Chapter 11 petitions (Bankr. D. Nev.
Case Nos. 11-20704, 11-20707 and 11-20709) on July 6, 2011.  Judge
Mike K. Nakagawa presides over the 2011 cases.  James D. Greene,
Esq., at Greene Infuso, LLP, serves as the Debtors' bankruptcy
counsel.

November 2005 Land first filed for Chapter 11 protection (Bankr.
D. Nev. Case No. 09-17474) on May 8, 2009.  Judge Nakagawa also
handled that case.  Richard F. Holley, Esq., at Santoro, Driggs,
Walch, Kearney, Holley & Thompson as general bankruptcy counsel.
In the 2009 petition, the Debtor disclosed estimated assets and
debts of $100 million to $500 million.

Still laden with a significant debt load and under continued
housing market stress, the reorganized November 2005 defaulted on
interest payments within four months of emergence from chapter 11.
The owners of November 2005 stopped funding infrastructure
improvements and service obligations in 2010.

Wilmington Trust, National Association, succeeded Credit Suisse
AG, Cayman Islands Branch, as administrative agent and collateral
agent to the Debtors' First Lien Lenders.  Credit Suisse
Securities (USA) LLC serves as syndication agent.  The First Lien
Agent is represented by lawyers at Orrick, Herrington & Sutcliffe
LLP and Shea & Carlyon, Ltd.


NUTRITION 21: Posts $3 Million Net Loss in Fiscal Year 2011
-----------------------------------------------------------
Nutrition 21, Inc., filed on Oct. 13, 2011, its annual report on
Form 10-K for the fiscal year ended June 30, 2011.

The Company reported a net loss of $3.0 million on $6.7 million
of revenues for fiscal year 2011, compared with a net loss of
$3.7 million on $8.8 million of revenues for fiscal year 2010.

The Company's balance sheet at June 30, 2011, showed $3.5 million
in total assets, $18.1 million in total debts, and stockholders'
deficit of $14.6 million.

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

                       http://is.gd/sPmqnb

                        About Nutrition 21

Purchase, N.Y.-based Nutrition 21, Inc. --
http://www.nutrition21.com/-- is a nutritional bioscience company
that primarily develops and markets raw materials, formulations,
compounds, blends and bulk and other materials to third-party non-
end users to be further fabricated, blended or packaged for
ultimate sales to end-users as nutritional supplements or
otherwise.  The Company holds more than 30 patents for nutrition
products and their uses.

Nutrition 21 and its debtor affiliates filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Lead Case No. 11-23712) on Aug. 26,
2011.  Michael Friedman, Esq., and Keith N. Sambur, Esq., at
Richards Kibbe & Orbe LLP, serve as the Debtors' counsel.

The Company entered into a Plan Support Agreement, dated as of
Aug. 26, 2011, with holders of approximately 90% of the Company's
outstanding Series J Preferred Stock.  The holders of Series J
Preferred Stock that are parties to the Plan Support Agreement
have agreed, subject to certain conditions, to vote in favor of a
plan of reorganization to be proposed by the Company in respect of
the Bankruptcy Case, so long as that plan is consistent with the
term sheet attached to the Plan Support Agreement setting forth
material terms of a potential plan of reorganization.  The Plan
Term Sheet generally contemplates that the Debtors' assets will be
sold or liquidated and distributed to holders of claims and equity
interests in accordance with the statutory distribution and
priority scheme established by the Bankruptcy Code.  The Plan Term
Sheet further contemplates that holders of the Company's common
stock will receive interests in a liquidating trust entitling such
holders to distributions only after holders of the Series J
Preferred Stock have been paid in full.  The Company believes that
cash distributions on account of the Company's common stock are
unlikely.


OTERO COUNTY: Creditors Have Until Dec. 12 to File Claims
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Mexico set Dec. 12,
2011, at 4:00 p.m., as the deadline for creditors of Otero County
Hospital Association Inc. dba Gerald Champion Regional Medical
Center to file proofs of claim.

Governmental units have until Feb. 13, 2012, at 4:00 p.m., to file
their claims.

All proofs of claim must be filed to:

   Otero County Hospital Claims
   Processing Center c/o Kurtzman Carson Consultants
   2335 Alaska Avenue
   El Segundo, CA 90245

                   About Otero County Hospital

Otero County Hospital Association Inc. filed for Chapter 11
protection (Bankr. D. N.M. Case No. 11-13686) in Albuquerque, New
Mexico, on Aug. 16, 2011.  The Alamogordo, New Mexico-based
nonprofit developed and operates the Gerald Champion Regional
Medical Center.  GCRMC serves a total population of approximately
70,000 people.  The Debtor disclosed $124,186,104 in assets and
$40,506,759 in liabilities as of the Chapter 11 filing.

Otero County Hospital Association also does business as Mountain
View Catering.

Judge Robert H. Jacobvitz presides over the case. Craig H. Averch,
Esq., and Roberto J. Kampfner, Esq., at White & Case, LLP, in Los
Angeles; and John D. Wheeler, Esq., at John D. Wheeler &
Associates, PC, in Alamogordo, New Mexico, serve as bankruptcy
counsel.  Kurtzman Carson Consultants, LLC, serves as claims
agent.

Alice Nystel Page, United States Trustee for Region 20 appointed
five unsecured creditors to serve on the Official Committee of
Unsecured Creditors of the Debtor.


PACIFIC DEVELOPMENT: Taps Marquiss to Appraise Heritage Village
---------------------------------------------------------------
Pacific Development, L.C., asks the U.S. Bankruptcy Court for the
District of Utah for permission to employ Marquiss Appraisal
Services, LLC, as appraiser for the Debtor's Heritage Village
subdivision in Payson, Utah, well as other properties if needed.

The Debtor needs to determine the fair market value of its
Heritage Village property as part of ongoing proceedings regarding
Central Bank's foreclosure on the same.

As reported in the Troubled Company Reporter on July 21, 2011,
Central Bank provided postpetition funding to construct four homes
at a time for pre-sold contracts to qualified buyers.  The
Debtor's Plan provides for the continuation of the development and
construction of Heritage Village, its residential development in
Payson, Utah.

Marquiss will also provide all other attendant services required
of a listing agent and broker in a real estate transaction.

The Debtor seeks permission to pay Marquiss $4,000 upon receipt of
the appraisal, without further notice or order from the Court.  To
the extent that additional services are required, as expert
testimony at a hearing in the case, Marquiss will charge his
ordinary hourly rate of $75.  The Debtor will not pay, and does
not seek authority by the application to pay, any hourly fees of
Marquiss for the services.  Rather, any such fees will be
requested for approval by the Court through the ordinary fee
application process.

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

                      About Pacific Development

Provo, Utah-based Pacific Development, L.C., is the obligor on and
owner of various real estate development loans for properties
primarily located in Payson, Salem, Springville and Harrisburg,
Utah.  The Company filed for Chapter 11 protection (Bankr. D. Utah
Case No. 10-22754) on March 10, 2010.  Blake D. Miller, Esq., and
James W. Anderson, Esq., at Miller Guymon, PC, in Salt Lake City,
represent the Debtor in its restructuring effort.  The Debtor
estimated its assets at $10 million to $50 million and debts at
$1 million to $10 million.

David P. Billings, Esq., and J. Thomas Beckett, Esq., at Parsons,
Behle & Latimer, P.C., in Salt Lake City, represent the Official
Committee of Unsecured Creditors.


PACIFICUS REAL ESTATE: Court Approves Carmody Meach as Accountant
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized PacificUS Real Estate Group to employ Carmody Meach &
Choo LLP as accountants to prepare the Debtor's consolidated 2010
tax returns and to provide any tangential services related to the
preparation of the returns.

As reported in the Troubled Company Reporter on Sept. 12, 2011,
the persons and their hourly rates that will be utilized to
perform the services are:

     Wayne H. Choo                   $150
     Roger E. Carmody                $150
     Lee P. Meach                    $150

CM&C estimated that the overall charge for the Services will be
approximately $7,500, barring any unforeseen circumstances.

The Debtor will be paying a retainer amounting $3,000 to CM&C to
secure payment for the Services.  The retainer will be funded from
a draw on the postpetition line of credit approved by the Court.

Mr. Choo assured the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                   About PacificUS Real Estate

PacificUS Real Estate Group, based in Pasadena, California, owns
various real estate properties, including the "SilverTip
Property"located at the south entrance of Yosemite National Park.
It filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No.
11-40120) on July 14, 2011.  Judge Ernest M. Robles presides over
the case.  The Debtor is represented by Ron Bender, Esq., at
Levene, Neale, Bender, Yoo & Brill, LLP.  In its petition, the
Debtor estimated assets and debts of $10 million to $50 million.
The petition was signed by Paul J. Giuntini, its president.

PacificUS said it intends to reorganize through a sale of -- or a
joint venture to develop -- the SilverTip Property.


PACIFICUS REAL ESTATE: Has Deal With Lender, Asks Case Dismissal
----------------------------------------------------------------
PacificUS Real Estate Group asks the U.S. Bankruptcy Court for the
Central District of California to dismiss its Chapter 11
bankruptcy proceeding.

A hearing is set for Nov. 2, 2011, at 11:00 a.m., in Courtroom at
1568 255 E. Temple Street in Los Angeles, California.

The Debtor tells the Court that it reached an agreement with
secured creditor OneWest Bank FCB on a discounted payoff of the
Debtor's debt to the bank.  However, the new lender will only make
the loan to the Debtor if the Debtor first dismisses its Chapter
11 case.

The Debtor says the bank holds a first trust deed against the
SilverTip property securing a claim in the amount of approximately
$5,587,158 for a loan made to the Debtor.

                   About Pacificus Real Estate

PacificUS Real Estate Group, based in Pasadena, California, owns
various real estate properties, including the "SilverTip
Property"located at the south entrance of Yosemite National Park.
It filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No.
11-40120) on July 14, 2011.  Judge Ernest M. Robles presides over
the case.  The Debtor is represented by Ron Bender, Esq., at
Levene, Neale, Bender, Yoo & Brill, LLP.  In its petition, the
Debtor estimated assets and debts of $10 million to $50 million.
The petition was signed by Paul J. Giuntini, its president.

PacificUS said it intends to reorganize through a sale of -- or a
joint venture to develop -- the SilverTip Property.


PETTERS COMPANY: Ch. 11 Trustee Taps LM+Co as Financial Advisor
---------------------------------------------------------------
Douglas A. Kelley, the Chapter 11 Trustee for the bankruptcy
estates of Petters Company, Inc., et al., asks the U.S. Bankruptcy
Court for the District of Minnesota for permission to employ
Loughlin Meghji + Company as financial advisor.

The services to be rendered by LM+Co are necessary to enable
trustee to faithfully execute its statutory duties.  LM+Co will,
among other things:

   i) review various expert reports and depositions and related
   information filed with the Court in connection with the
   trustee's Motion dated April 6, 2011, to substantively
   consolidate certain of the Debtors' estates;

  ii) review and evaluate all rebuttal expert reports prepared on
   behalf of objecting parties in the matter; and

iii) review related Court transcripts and motions made on behalf
   of the trustee and objecting parties.

Kenneth Simon, managing director of LM+Co tells the Court that his
hourly rate is $695, and the hourly rates of the firm's personnel
are:

         Principal/Managing Director     $695 - $795
         Director                        $550 - $650
         Vice President                     $475
         Senior Associate                   $425
         Associate                          $375
         Analyst                            $300
         Paraprofessional                   $150

Mr. Simon assures the Court that LM+Co is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

                       About Petters Group

Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Founder and chairman Tom Petters formed the company
in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide.

Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.

Petters Company, Petters Group Worldwide and eight other
affiliates filed separate petitions for Chapter 11 protection
(Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008.  In its
petition, Petters Company estimated its debts at $500 million and
$1 billion.  Parent Petters Group Worldwide estimated its debts at
not more than $50,000.

Fruth, Jamison & Elsass, PLLC, represents Douglas Kelley, the duly
appointed Chapter 11 Trustee of Petters Company, Inc., et al.  The
trustee tapped aynes and Boone, LLP as special counsel, and Martin
J. McKinley as his financial advisor.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on Oct. 6, 2008.  Petters Aviation is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun
Country's parent company.


PETTERS COMPANY: Haynes and Boone OK'd for IP Assets Maintenance
----------------------------------------------------------------
The Hon. Gregory F. Kishel of the U.S. Bankruptcy Court for the
District of Minnesota authorized Douglas A. Kelley, the Chapter 11
Trustee for the bankruptcy estates of Petters Company, Inc., et
al., to employ Haynes and Boone, LLP, as special counsel.

As reported in the Troubled Company Reporter on Aug. 26, 2011, as
special counsel, Haynes and Boone will advise and represent the
Chapter 11 Trustee with respect to the maintenance of intellectual
property assets of Springworks, LLC, a wholly owned subsidiary of
Debtor Petters Group Worldwide, LLC.

The current hourly rate of the Haynes and Boone attorney who will
be representing the Debtors, is discounted from $560 to $500.
Haynes and Boone will also be reimbursed of actual, necessary
expenses.

Haynes and Boones has disclosed certain past and future
relationships that do not constitute conflicts.  The firm agreed
not to represent any other entity in connection with the
Chapter 11 cases while employed by the Chapter 11 Trustee.

The Court ordered that Haynes and Boone will submit invoices to
the trustee and the trustee is authorized to pay 80% of Haynes and
Boone's fees and 100% of expenses pending court approval of the
fees and expenses.

                       About Petters Group

Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Founder and chairman Tom Petters formed the company
in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide.

Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.

Petters Company, Petters Group Worldwide and eight other
affiliates filed separate petitions for Chapter 11 protection
(Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008.  In its
petition, Petters Company estimated its debts at $500 million and
$1 billion.  Parent Petters Group Worldwide estimated its debts at
not more than $50,000.

Fruth, Jamison & Elsass, PLLC, represents Douglas Kelley, the duly
appointed Chapter 11 Trustee of Petters Company, Inc., et al.  The
trustee tapped aynes and Boone, LLP as special counsel, and Martin
J. McKinley as his financial advisor.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on Oct. 6, 2008.  Petters Aviation is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun
Country's parent company.


PETTERS COMPANY: Trustee Taps Martin McKinley as Financial Advisor
------------------------------------------------------------------
Douglas A. Kelley, the Chapter 11 Trustee for the bankruptcy
estates of Petters Company, Inc., et al., asks the U.S. Bankruptcy
Court for the District of Minnesota for permission to employ
Martin J. McKinley as his financial advisor.

Mr. McKinley will, among other things:

   1) review related Court transcripts and motions made on behalf
   of the trustee and objecting parties;

  ii) prepare an expert report in support of the trustee's
   substantive consolidation motion and the adversary proceedings;
   and

iii) provide other financial advisory services, including expert
   testimony, as may be necessary in connection with the
   substantive consolidation motion and the adversary proceedings
   as may be mutually agreed by McKinley and trustee.

The trustee relates that the current hourly rate of Mr. McKinley
is $700 per hour.  The trustee requests that fee applications for
Mr. McKinley in the case be heard on periodic intervals with other
professionals in the Chapter 11 cases, and that he be authorized
to pay invoices from Mr. McKinley with available funds, subject to
the holdback of 20% of the invoiced fees.

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

                       About Petters Group

Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Founder and chairman Tom Petters formed the company
in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide.

Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.

Petters Company, Petters Group Worldwide and eight other
affiliates filed separate petitions for Chapter 11 protection
(Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008.  In its
petition, Petters Company estimated its debts at $500 million and
$1 billion.  Parent Petters Group Worldwide estimated its debts at
not more than $50,000.

Fruth, Jamison & Elsass, PLLC, represents Douglas Kelley, the duly
appointed Chapter 11 Trustee of Petters Company, Inc., et al.  The
trustee tapped Martin J. McKinley as his financial advisor.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on Oct. 6, 2008.  Petters Aviation is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun
Country's parent company.


PREMIER GOLF: FENB Motion to Ban Cash Collateral Use Denied
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida has
denied Far East National Bank's motion to prohibit Premier Golf
Properties, LP, from using its purported cash collateral, because
postpetition greens fees and driving range fees are not its cash
collateral within the meaning of 11 U.S.C. Section 363.

The Court finds and concludes that postpetition revenues generated
by this Debtor from greens fees and driving fees are not
encumbered by any security interest of Far East National Bank
because of the operation of 11 U.S.C. Section 552(a) which
provides that:

     Except as provided in subsection (b) of this section,
     property acquired by the estate or by the debtor after
     the commencement of the case is not subject to any lien
     resulting from any security agreement entered into by
     the debtor before the commencement of the case.

Further, the Court finds and concludes that the Bank's claimed
security interest does not fit any of the "narrow"exceptions to
the general rule of Section 552(a).

                About Premier Golf Properties, LP

El Cajon, California-based, Premier Golf Properties, LP dba
Cottonwood Golf Club, owns and operates two 18-hole golf courses
referred to as the Ivanhoe course and the Lakes course, and
associated facilities which includes a golf range.  The Company
filed for Chapter 11 protection (Bankr. S.D. Calif. Case No. 11-
07388) on May 2, 2011.  Peter W. Bowie presides over the case.
Jack F. Fitzmaurice, Esq., at Fitzmaurice & Demergian, in Chula
Vista, California, represents the Debtor.  The Debtor estimated
assets and liabilities at $10 million to $50 million.

Richard J. Frick, Esq., Ralph Ascher, Esq., and Richard Vergel de
Dios, Esq., at Frick Pickett & McDonald LLP, in Garden Grove,
Calif., represent Secured Creditor Far East National Bank as
counsel.


PREMIER GOLF: Plan Offers Full Payment After 28 Months
------------------------------------------------------
Premier Golf Properties, LP, has filed a second amended disclosure
statement explaining its proposed plan of reorganization.

The Debtor's Plan posits a twenty eight (28) month Plan
performance period.  The Debtor is presently paying its operating
expenses as incurred and has an income stream from operations
similar to its pre-petition income.

Based on Cottonwood's five (5) year projection of profit and loss
(statement of cash flows) set out on an non-EBITDA basis, which
include interest only debt service to FENB and real estate tax
payments, Premier Gold believes that it can and will fund the Plan
from operating income inasmuch as the projections reflect net
operating income of $1,109,760 and a non operating income; i.e.,
after debt service to FENB, of $462,047.

As of April 1, 2011, the Premier real estate had total debt of
$14,553,646, consisting of secured debt of $12,612,236 and
unsecured debt of $1,941,410.

The Secured Debt of $12,612,236 consisted of:

1. Real Estate Taxes                                $859,079
2. 1st Trust Deed (Far East National Bank        $11,061,000
3. 2nd Trust Deed (8332 Case St. Inv., Inc.)        $692,236

8332 Case St. Inv., is an entity controlled by an insider.

Of the $1,941,410 in unsecured debt, $169,393 is owed to non
insider unsecured creditors.

The Plan provides for the creation of four (4) classes of secured
creditors, three (3) classes of unsecured creditors and an
administrative expense class:

Class I A.  San Diego County Tax Assessor (real estate taxes).
Class I B.  First Trust Deed Indebtedness due FENB.
CLASS I C.  Second Trust Deed Indebtedness due 8332 Case Street
Class I D.  Claim of Yamaha Motor Corporation USA.

Class II A. Non Insider Unsecured Creditors.
Class II B. Insider Unsecured Creditors.

Class III.  Administrative Claims.

There are no unimpaired classes which are deemed to have accepted
the Plan.

The remaining balance of the real estate taxes owed to the San
Diego Country Tax Assessor (Class I A) will be paid in full upon
the financing/re-financing of all or a portion of the Cottonwood
venue trust deed debt.  In the interim the statutory lien for real
property taxes remains in place and the Debtor will make the
normal and usual semiannual real estate tax payments post petition
and post Plan.

FENB (Class I B) will be paid in full at or prior to the
expiration of the 28 month Plan performance period.  As to
interest payments under the Plan, the Debtor proposes to pay
$57,147 per month in interest; that monthly sum representing 1/2
of the difference between the note rate and the default rate.
8332 Case St. Inv. (Class I C) will take nothing under the Plan
and will subordinate and/or otherwise cooperate with the Debtor.

Class I D consists of the claim of Yamaha Motor Corporation USA
arising out of the lease of golf carts to the Debtor.  The Yamaha
relationship is the subject of (1) Premier Golf Properties, LP v.
Yamaha Golf-Car Company and Yamaha Motor Manufacturing Corporation
of America, case number 37-2011-00067450-CU-BT EC pending in the
San Diego Superior Court and (2) Yamaha Motor Corporation v.
Premier Golf Properties, LP, case number 30-2010-00411742 pending
in the Orange County Superior Court.

It is the intention of the Debtor to complete its litigation with
Yamaha (Class I D) and believes that it is likely to prevail.  In
the interim the Debtor will, during the course of the Plan
performance period, reserve the monthly payments otherwise due
Yamaha.

Non insider unsecured creditors (Class II A) will be paid in full
at the end of the 28 month plan performance period together with
interest at the rate of 10% per annum calculated from and after
the date of filing of the petition herein.

Insider unsecured creditors (Class II B) will receive no payments
under the Plan until all other classes of creditor are paid in
full.

Administrative Claims (Class III) will be paid when due during the
course of this proceeding and Plan performance period except for
legal counsel who will only be compensated after application,
judicial review and approval.

A copy of the Second Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/premiergolf.dkt145.pdf

Far East National Bank has filed an objection to approval of the
Debtor's second amended disclosure statement.  The principal
objections remain the same as they were when FENB objected to
Debtor's original Disclosure Statement.

A copy of FENB's objection is available for free at:

         http://bankrupt.com/misc/premiergolf.dkt153.pdf

                About Premier Golf Properties, LP

El Cajon, California-based, Premier Golf Properties, LP dba
Cottonwood Golf Club, owns and operates two 18-hole golf courses
referred to as the Ivanhoe course and the Lakes course, and
associated facilities which includes a golf range.  The Company
filed for Chapter 11 protection (Bankr. S.D. Calif. Case No. 11-
07388) on May 2, 2011.  Peter W. Bowie presides over the case.
Jack F. Fitzmaurice, Esq., at Fitzmaurice & Demergian, in Chula
Vista, California, represents the Debtor.  The Debtor estimated
assets and liabilities at $10 million to $50 million.

Richard J. Frick, Esq., Ralph Ascher, Esq., and Richard Vergel de
Dios, Esq., at Frick Pickett & McDonald LLP, in Garden Grove,
Calif., represent Secured Creditor Far East National Bank as
counsel.


PREMIER GOLF: Court OKs Charles E. Brumfield as In-House Counsel
----------------------------------------------------------------
The Hon. Peter W. Bowie of the U.S. Bankruptcy Court for the
Southern District of California authorized Premier Golf
Properties, LP to employ Charles E. Brumfield as in-house counsel.

As reported in the Troubled Company Reporter on July 19, 2011,
Mr. Brumfield is performing all of these services:

   a. local and state permits, applications and development events
      required to accomplish Debtors goals and to continue to deal
      with those issues surrounding the (1) golf operations; (2)
      mineral extraction (sand); (3) wetlands mitigation credits;
      and (4) raw land at Willow Glen.

   b. consult on all real property, contract and employment issues
      including administrative and regulatory (both as to the golf
      course and as to the surrounding property opportunities).
      Conduct litigation in concert with outside counsel on
      employment, contract and real property issues coming to the
      table.  Assist in consulting with issues relative to liquor
      license and other license owned/operated by Debtor issues.
      Consult with regard to banking relationship.  Assist in
      litigation primarily sounding in warranty regarding personal
      property utilized at the course.

Prepetition, Mr. Brumfield, received reasonable compensation for
actual, and necessary services rendered for Debtor in the sum of
$3,000 per month for each month since his engagement with Debtor.

The Debtor will pay Mr. Brumfield on a contract basis with a
monthly compensation $3,000, effective retroactive as of May 2,
2011.

The Court also ordered that Court's approval must be obtained
before payment of compensation and draw down from any retainer.

                 About Premier Golf Properties, LP

El Cajon, California-based, Premier Golf Properties, LP dba
Cottonwood Golf Club filed for Chapter 11 protection (Bankr. S.D.
Calif. Case No. 11-07388) on May 2, 2011.  Peter W. Bowie  is
presiding the case.  Jack F. Fitzmaurice, Esq., at Fitzmaurice &
Demergian represents the Debtor.  The Debtor estimated assets and
liabilities at $10 million to $50 million.


RCS CAPITAL: To File Plan in 20 Days; Wants Claims Bar Date
-----------------------------------------------------------
RCS Capital Development, LLC, asks the Bankruptcy Court to
establish a deadline by which all parties must file proofs of
claim in the Chapter 11 proceeding.  The Debtor said it expects to
file a Chapter 11 Plan of Reorganization within the next 20 days.
In order to determine the number of creditors, amounts owed,
priority of creditors, and various classes, and proceed with the
administration of the case, the Debtor finds it necessary for
persons asserting claims against the Debtor, including Chapter 11
post-petition administrative expenses, to file a proof of claim
within such time as the Court may fix, and that failure to do so
will result in such persons not being treated as creditors for the
purposes of distribution.  The Debtor suggests that proofs of
claim should be filed on or before Nov. 30, 2011.

                        About RCS Capital

RCS Capital Development LLC filed a Chapter 11 petition (Bankr.
D. Ariz. Case No. 11-28746) on Oct. 12.  The bankruptcy stemmed
from a dispute with A.B.C. Learning Centres Ltd., an Australia-
based operator of childcare centers.  Liquidators for A.B.C. filed
for Chapter 15 relief in May 2010 in Delaware.  In November and
January, U.S. Bankruptcy Judge Kevin Gross ruled that the
liquidators are entitled to use Chapter 15 and gave an expansive
reading to the injunction against creditor actions in the U.S.  In
part, Judge Gross was halting collection actions taken in the U.S.
by RCS, which won a $47 million jury verdict against A.B.C. in a
lawsuit over the breach of development contracts for locations in
the U.S.

The A.B.C. liquidators have argued that RCS violated the Chapter
15 order by continuing actions in Nevada to seize property in
which the liquidators claimed an interest.  At a hearing in U.S.
Bankruptcy Court in Delaware on Oct. 4, the liquidators asked
Judge Gross to rule that RCS violated the automatic stay.  The
liquidators also wanted RCS to be held in contempt, directed to
return property and assessed with punitive damages.  Judge Gross
concluded the Oct. 4 hearing and said he would rule later, court
records show.

RCS reported $57 million in assets, composed mostly of the
judgment against A.B.C.  RCS listed $50.5 million in claims,
almost all unsecured.  A.B.C. sits atop the list of 20 largest
unsecured creditors with its $40 million disputed claim.

Judge Randolph J. Haines presides over RCS's case.  The Law
Offices of Michael W. Carmel, Ltd., represents the Debtor as
counsel.


RCS CAPITAL: Hiring Michael W. Carmel as Bankruptcy Counsel
-----------------------------------------------------------
RCS Capital Development, LLC, seeks the Bankruptcy Court's
permission to employ:

          LAW OFFICES OF MICHAEL W. CARMEL, LTD.
          80 East Columbus Avenue
          Phoenix, AZ 85012-2334
          Telephone: (602) 264-4965
          Facsimile: (602) 277-0144
          E-mail: Michael@mcarmellaw.com

as its bankruptcy counsel.

The Debtor proposes to pay the firm pursuant to its hourly rates:
$550 per hour for Michael W. Carmel and $135 per hour for
paralegals.

Mr. Carmel attests that the Firm does not hold or represent any
interest adverse to the Debtor or the estate, and the Firm has no
connection with the creditors or any other party in interest, or
any of their attorneys, or any person employed in the Office of
the United States Trustee.

                        About RCS Capital

RCS Capital Development LLC filed a Chapter 11 petition (Bankr.
D. Ariz. Case No. 11-28746) on Oct. 12.  The bankruptcy stemmed
from a dispute with A.B.C. Learning Centres Ltd., an Australia-
based operator of childcare centers.  Liquidators for A.B.C. filed
for Chapter 15 relief in May 2010 in Delaware.  In November and
January, U.S. Bankruptcy Judge Kevin Gross ruled that the
liquidators are entitled to use Chapter 15 and gave an expansive
reading to the injunction against creditor actions in the U.S.  In
part, Judge Gross was halting collection actions taken in the U.S.
by RCS, which won a $47 million jury verdict against A.B.C. in a
lawsuit over the breach of development contracts for locations in
the U.S.

The A.B.C. liquidators have argued that RCS violated the Chapter
15 order by continuing actions in Nevada to seize property in
which the liquidators claimed an interest.  At a hearing in U.S.
Bankruptcy Court in Delaware on Oct. 4, the liquidators asked
Judge Gross to rule that RCS violated the automatic stay.  The
liquidators also wanted RCS to be held in contempt, directed to
return property and assessed with punitive damages.  Judge Gross
concluded the Oct. 4 hearing and said he would rule later, court
records show.

RCS reported $57 million in assets, composed mostly of the
judgment against A.B.C.  RCS listed $50.5 million in claims,
almost all unsecured.  A.B.C. sits atop the list of 20 largest
unsecured creditors with its $40 million disputed claim.

Judge Randolph J. Haines presides over RCS's case.


RCS CAPITAL: Sec. 341 Creditors' Meeting Set for Nov. 15
--------------------------------------------------------
The U.S. Trustee will hold a Meeting of Creditors in the
bankruptcy case of RCS Capital Development LLC on Nov. 15, 2011,
at 10:30 a.m. at US Trustee Meeting Room, 230 N. First Avenue,
Suite 102, in Phoenix.

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 RCS Capital

RCS Capital Development LLC filed a Chapter 11 petition (Bankr.
D. Ariz. Case No. 11-28746) on Oct. 12.  The bankruptcy stemmed
from a dispute with A.B.C. Learning Centres Ltd., an Australia-
based operator of childcare centers.  Liquidators for A.B.C. filed
for Chapter 15 relief in May 2010 in Delaware.  In November and
January, U.S. Bankruptcy Judge Kevin Gross ruled that the
liquidators are entitled to use Chapter 15 and gave an expansive
reading to the injunction against creditor actions in the U.S.  In
part, Judge Gross was halting collection actions taken in the U.S.
by RCS, which won a $47 million jury verdict against A.B.C. in a
lawsuit over the breach of development contracts for locations in
the U.S.

The A.B.C. liquidators have argued that RCS violated the Chapter
15 order by continuing actions in Nevada to seize property in
which the liquidators claimed an interest.  At a hearing in U.S.
Bankruptcy Court in Delaware on Oct. 4, the liquidators asked
Judge Gross to rule that RCS violated the automatic stay.  The
liquidators also wanted RCS to be held in contempt, directed to
return property and assessed with punitive damages.  Judge Gross
concluded the Oct. 4 hearing and said he would rule later, court
records show.

RCS reported $57 million in assets, composed mostly of the
judgment against A.B.C.  RCS listed $50.5 million in claims,
almost all unsecured.  A.B.C. sits atop the list of 20 largest
unsecured creditors with its $40 million disputed claim.

Judge Randolph J. Haines presides over RCS's case.  The Law
Offices of Michael W. Carmel, Ltd., represents the Debtor as
counsel.


R.E. LOANS: Taps Hines Smith as Litigation and Outside Counsel
--------------------------------------------------------------
R.E. Loans, LLC, et al., ask the U.S. Bankruptcy Court for the
Northern District of Texas, for permission to employ Hines Smith
Carder as their litigation and outside general counsel.

HSC will, among other things:

   a. advise the Debtors and assist in the management of
   litigation matters involving Debtors and the assets of Debtors,
   including assisting in the management of outside local counsel
   retained to represent Debtors throughout the United States and
   the development and implementation of appropriate litigation
   and asset preservation strategies;

   b. represent the Debtors in proceedings and hearings in
   California and various other States (either directly where
   licensed or subject to the respective local Courts
   authorization of admission of the members pro hac vice);

   c. advise the Debtors concerning various legal aspects relating
   to the operation of the Debtors' assets, business and affairs.

The Debtors wish to employ Marc S. Hines, Nicole Hampton, Donald
M. Corliss, Jr. and other members, associates, of-counsel
attorneys, and paralegals of HSC.

During the one year period prior to the Petition Date, HSC
received compensation in the aggregate amount of $370,655 from the
Debtors for prepetition services rendered.  Each of these payments
was made in the ordinary course of business of both R.E. Loans and
HSC for services provided by HSC.  The Debtors do not owe HSC any
amounts relating to services rendered prior to the Petition Date.

HSC also received these refundable general retainers: (i) $20,000
retainer February of 2011, when it was first engaged; (ii) $25,000
in May of 2011, upon commencing work on the 2718 Santa Rosa, LLC,
Euby Black, and JB Inc of Gulf Breeze litigation; and (iii) $7,500
when it commenced work on the Rancho Las Flores litigation,
resulting in an aggregate retainer of $52,500.  HSC applied a
total $9,028 out of the HSC Retainer to its fees, and holds the
$43,472 balance of the HSC Retainer as security for the payment of
fees and expenses it will later incur.

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

                         About R.E. Loans

R.E. Loans LLC was, for many years, in the business of providing
financing to home builders and developers of real property.  R.E.
Future LLC and Capital Salvage own the real property obtained
following foreclosure proceedings initiated by R.E. Loans against
its borrowers.  R.E. Loans is the sole shareholder of Capital
Salvage and the sole member of R.E. Future.  B-4 Partners LLC is
the sole member of R.E. Loans.  As a result of the multiple
defaults by R.E. Loans' borrowers, R.E. Loans has transitioned
from being a lender to becoming a property management company.

Lafayette, California-based R.E. Loans, R.E. Future and Capital
Salvage filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case
Nos. 11-35865, 11-35868 and 11-35869) on Sept. 13, 2011.  Judge
Barbara J. Houser presides over the case.  Stutman, Treister &
Glatt and Gardere, Wynne and Sewell, represent the Debtors as
counsel.  James A. Weissenborn at Mackinac serves as R.E. Loans'
Chief Restructuring Officer.  In its petition, R.E. Loans
estimated $100 million to $500 million in assets and debts.

William T. Neary, the U.S. Trustee for Region 6, appointed 12
members to the Official Committee of Noteholders of R.E. Loans
LLC.


R.E. LOANS: Court OKs Interim Access to $7-Mil. in DIP Loans
------------------------------------------------------------
Judge Barbara J. Houser of the U.S. Bankruptcy Court for the
Northern District of Texas authorized R.E. Loans, LLC, Capital
Salvage, and R.E. Future, LLC to obtain postpetition loans from
Wells Fargo Capital Finance, LLC, of up to $1.7 million on an
interim basis.

The Debtors will use the loan proceeds to fund their working
capital needs and for other general corporate purposes in
accordance with a prepared budget, a full-text copy of which is
available at http://bankrupt.com/misc/RELoans_Sept2011Budget.pdf

The Debtors are seeking to obtain postpetition financing of up to
$21.5 million from the Lender on a final basis.

Wells Fargo is also the Debtors' pre-bankruptcy secured lender.
The Debtors are liable to the Lender for all pre-bankruptcy
obligations and indebtedness for approximately $68 million as of
Sept. 13, 2011.

As reported by the Troubled Company Reporter on Sept. 21, 2011,
the Debtors proposed to grant the DIP Lender, subject to a carve-
out and subject to permitted senior liens, (a) priority in payment
over all administrative expenses, (b) perfected first-priority
security interests in all unencumbered property of the Debtors, if
any, and (c) priming, perfected security interests, senior to all
liens and security interests of, among others, (i) Wells Fargo
under its prepetition credit facility provided to R.E. Loans and
B-4 Partners, LLC, pursuant to a Loan and Security Agreement,
dated as of July 17, 2007, as amended, and (ii) the noteholders
who received notes issued by R.E. Loans and secured by R.E. Loans'
notes receivable in exchange for their membership interests in
R.E. Loans, which liens are junior in priority to the first-
priority liens on all or substantially all of the Debtors' assets
securing the repayment of Wells Fargo's prepetition debt.

The DIP loan matures six months after the Petition Date, but may
be shortened on certain terms.  The DIP loan carries regular
interest rate payable at 3-month LIBOR plus 14% and default
interest of 3-month LIBOR plus 18%.

The Debtors are required to pay a $250,000 Commitment Fee for
first six months; $5,000 per month administrative fee and certain
expense reimbursements.  The Commitment Fee increases for each
month that the initial six-month term of the loan may be extended
based on a formula.

                         About R.E. Loans

R.E. Loans LLC was, for many years, in the business of providing
financing to home builders and developers of real property.  R.E.
Future LLC and Capital Salvage own the real property obtained
following foreclosure proceedings initiated by R.E. Loans against
its borrowers.  R.E. Loans is the sole shareholder of Capital
Salvage and the sole member of R.E. Future.  B-4 Partners LLC is
the sole member of R.E. Loans.  As a result of the multiple
defaults by R.E. Loans' borrowers, R.E. Loans has transitioned
from being a lender to becoming a property management company.

Lafayette, California-based R.E. Loans, R.E. Future and Capital
Salvage filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case
Nos. 11-35865, 11-35868 and 11-35869) on Sept. 13, 2011.  Judge
Barbara J. Houser presides over the case.  Stutman, Treister &
Glatt and Gardere, Wynne and Sewell, represent the Debtors as
counsel.  James A. Weissenborn at Mackinac serves as R.E. Loans'
Chief Restructuring Officer.  In its petition, R.E. Loans
estimated $100 million to $500 million in assets and debts.

William T. Neary, the U.S. Trustee for Region 6, appointed 12
members to the Official Committee of Noteholders of R.E. Loans
LLC.


REAL MEX: U.S. Trustee Appoints Official Creditors' Committee
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Real Mex Restaurants Inc. has an official creditors'
committee with five members appointed on Oct. 14 by the U.S.
Trustee.  Members include a subsidiary of PepsiCo Inc., Ryder
Truck Rental Inc., an indenture trustee, and Z Capital Special
Situations Fund Holdings LLC.

                          About Real Mex

Based in Cypress, California, Real Mex Restaurants, Inc., owns and
operates restaurants, primarily through its major subsidiaries El
Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco
Restaurants, Inc.  It has 178 restaurants, with 149 in California.
There are also 30 franchised locations. It acquired Chevys Inc.
for $90 million through confirmation of Chevy's Chapter 11 plan in
2004.

Real Mex Restaurants and 16 of its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 11-13122 to
11-13138) on Oct. 4, 2011.  Judge Brendan Linehan Shannon oversees
the case.  Judge Peter Walsh was initially assigned to the case.

The Debtors are represented by Mark Shinderman, Esq., Fred
Neufeld, Esq., and Haig M. Maghakian, Esq., at Milbank, Tweed,
Hadley & McCloy LLP; and Laura Davis Jones, Esq., and Curtis A.
Helm, Esq., at Pachulski Stang Ziehl & Jones LLP as counsel.  The
Debtors' financial advisors are Imperial Capital, LLC.  The
Debtors' claims, noticing, soliciting and balloting agent is Epiq
Bankruptcy Solutions, LLC.

Assets are $272.2 million while debt totals $250 million,
according to the Chapter 11 petition.  The petitions were signed
by Richard P. Dutkiewiez, chief financial officer and executive
vice president.

Counsel to GE Capital Corp., the DIP Agent and the Prepetition
First Lien Secured Agent, are Jeffrey G. Moran, Esq., and Peter P.
Knight, Esq., at Latham & Watkins LLP; and Kurt F. Gwynne, Esq.,
at Reed Smith LLP as counsel.

Counsel to the Prepetition Secured Second Lien Trustee are Mark F.
Hebbeln, Esq., and Harold L. Kaplan, Esq., at Foley & Lardner LLP.

Counsel to the Majority Prepetition Second Lien Secured
Noteholders are Adam C. Harris, Esq., and David M. Hillman, Esq.,
at Schulte Roth & Zabel LLP; and Russell C. Silberglied, Esq., at
Richards Layton & Finger.

Z Capital Management LLC, which holds nearly 70% of the Opco term
loan, is represented by Derek C. Abbott, Esq., and Chad A. Fights,
Esq., at Morris Nichols Arsht & Tunnell LLP; and Lee R. Bogdanoff,
Esq., and Whitman L. Holt, Esq., at Klee Tuchin Bogdanoff & Stern
LLP.


REAL MEX: Proposes to Hire Bankruptcy Advisors
----------------------------------------------
BankruptcyData.com reports that Real Mex Restaurants filed with
the U.S. Bankruptcy Court motions to retain:

   i. Ernst & Young (Contact: Michael Okabayashi) as tax services
      provider at these hourly rates:

      -- executive director/principal/partner at $500 to 720;
      -- senior manager at 460 to 615;
      -- manager at 375 to 545; and
      -- staff/ senior at 180 to 420.

  ii. Imperial Capital (Contact: Marc A. Bilbao) as financial
      advisor and investment banker for a monthly fee of $125,000
      and a transaction fee of 80 basis points of the face value
      of existing indebtedness.

iii. Milbank, Tweed, Hadley & McCloy (Contact: Mark Shinderman)
      as counsel at these hourly rates:

      -- partner at $795 to 1,095;
      -- counsel at 745 to 980;
      -- associate and senior attorney 295 to 715; and
      -- legal assistant at 175 to 290.

iv. Pachulski Stang Ziehl & Jones (Contact: Laura Davis Jones) as
     co-counsel at hourly rates ranging from $255 to 895.

                          About Real Mex

Based in Cypress, California, Real Mex Restaurants, Inc., owns and
operates restaurants, primarily through its major subsidiaries El
Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco
Restaurants, Inc.  It has 178 restaurants, with 149 in California.
There are also 30 franchised locations. It acquired Chevys Inc.
for $90 million through confirmation of Chevy's Chapter 11 plan in
2004.

Real Mex Restaurants and 16 of its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 11-13122 to
11-13138) on Oct. 4, 2011.  Judge Brendan Linehan Shannon oversees
the case.  Judge Peter Walsh was initially assigned to the case.

The Debtors are represented by Mark Shinderman, Esq., Fred
Neufeld, Esq., and Haig M. Maghakian, Esq., at MILBANK, TWEED,
HADLEY & McCLOY LLP; and Laura Davis Jones, Esq., and Curtis A.
Helm, Esq., at PACHULSKI STANG ZIEHL & JONES LLP as counsel.  The
Debtors' financial advisors are Imperial Capital, LLC.  The
Debtors' claims, noticing, soliciting and balloting agent is Epiq
Bankruptcy Solutions, LLC.

Assets are $272.2 million while debt totals $250 million,
according to the Chapter 11 petition.  The petitions were signed
by Richard P. Dutkiewiez, chief financial officer and executive
vice president.

Counsel to GE Capital Corp., the DIP Agent and the Prepetition
First Lien Secured Agent, are Jeffrey G. Moran, Esq., and Peter P.
Knight, Esq., at LATHAM & WATKINS LLP; and Kurt F. Gwynne, Esq.,
at REED SMITH LLP as counsel.

Counsel to the Prepetition Secured Second Lien Trustee are Mark F.
Hebbeln, Esq., and Harold L. Kaplan, Esq., at FOLEY & LARDNER LLP.

Counsel to the Majority Prepetition Second Lien Secured
Noteholders are Adam C. Harris, Esq., and David M. Hillman, Esq.,
at SCHULTE ROTH & ZABEL LLP; and Russell C. Silberglied, Esq., at
RICHARDS LAYTON & FINGER.

Z Capital Management LLC, which holds nearly 70% of the Opco term
loan, is represented by Derek C. Abbott, Esq., and Chad A. Fights,
Esq., at MORRIS NICHOLS ARSHT & TUNNELL LLP; and Lee R. Bogdanoff,
Esq., and Whitman L. Holt, Esq., at KLEE TUCHIN BOGDANOFF & STERN
LLP.


REOSTAR ENERGY: Court Approves Updike Kelly as Attorneys
--------------------------------------------------------
Reostar Energy Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Texas for permission
to employ Updike, Kelly & Spellacy P.C. as their attorneys.

The firm will represent the Debtors in connection with the U.S.
District Court action entitled "Securities & Exchange Commission
v. Francisco Ilaramendi, et al."

Christopher L. Brigham, Esq., principal of the firm, will charge
$385 per hour for this engagement.  The firm's other professionals
will charge the Debtors at these rates:

      Senior associates   $310
      Associates          $215
      Paralegal           $205

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

BT & MK Energy & Commodities LLC objects to the Debtors' request
because to pay the fees of the firm is BTMK's cash collateral and
the Debtors cannot adequately protect BTMK.  Furthermore, the use
of BTMK's funds to prosecute a lawsuit against BTMK is not
authorized by the applicable provisions of the Bankruptcy Code,
says Benjamin H. Price, Esq., at Gardere Wynne Sewell LLP,
attorney of BTMK.

The Debtors told the Court that their obligations under a loan
agreements with certain banks were acquired by BT & MK Energy &
Commodities LLC through a purchase sale that closed on Aug. 14,
2010.

                       About ReoStar Energy

Fort Worth, Texas-based ReoStar Energy Corporation is engaged in
the exploration, development and acquisition of oil and gas
properties, primarily located in the state of Texas.  The Company
owns roughly 9,000 acres of leasehold, which include 5,000 acres
of exploratory and developmental prospects as well as 4,000 acres
of enhanced oil recovery prospects.  The Company filed for Chapter
11 bankruptcy protection (Bankr. N.D. Tex. Case No. 10-47176) on
Nov. 1, 2010.  Bruce W. Akerly, Esq., and Arthur A. Stewart, Esq.,
at Cantey Hanger LLP, in Dallas, represent the Debtors in their
restructuring efforts.  Greenberg Taurig, LLP, serves as special
corporate/securities counsel.  Reostar Energy disclosed
$15,335,337 in assets and $16,391,412 in liabilities.

ReoStar Energy's bankruptcy case is jointly administered with
ReoStar Gathering, Inc., ReoStar Leasing, Inc., and ReoStar
Operating, Inc.  ReoStar Energy is the lead case.

No trustee was appointed in the Debtors' cases.  On Jan. 10, 2011,
Michael McConnell was appointed as Chapter 11 examiner in the
Debtors cases.


RHODE ISLAND: Fitch Lowers Rating on $17.6 Mil. Bonds to 'CCC'
--------------------------------------------------------------
As part of its ongoing surveillance review process, Fitch Ratings
has downgraded the rating on the following bonds issued by the
Rhode Island Health and Educational Building Corporation, on
behalf of St. Joseph Health Services of Rhode Island (SJHS) to
'CCC' from 'B':

  -- $17.6 million series 1999.

Continued Financial Decline: The rating downgrade to 'CCC'
reflects SJHS's worsened financial position since Fitch's last
review in May 2011.  SJHS's financial profile is characterized by
continued operating losses, extremely weak liquidity, and
inadequate debt service coverage.

Acute Liquidity Deterioration: At July 31, 2011 SJHS's(unaudited)
liquidity position ($1.9 million in unrestricted cash and
investments) reached extremely low levels with days cash on hand
(DCOH) of just 4.6 days, a 0.6 times (x) cushion ratio, and 10.3%
cash to debt.  These metrics are down from their respective
already low levels of 14.3 days, 2.1x, and 35.4% in fiscal 2010
(Sept. 30).  However, management has reported an increase to
unrestricted cash and investments at fiscal year end 2011.

Weak Debt Service Coverage: SJHS had a rate covenant violation in
fiscal 2010 and will not meet the required debt service coverage
ratio in fiscal 2011.

Depressed Utilization Trends: Inpatient admissions have further
declined since Fitch's last review, totaling 6,918 through July
2011, which is down from 7,140 in the prior year period.
Additionally, outpatient surgeries, emergency department visits,
and outpatient visits have all decreased from prior year totals.

Light Debt Burden: SJHS has a relatively light debt burden as
maximum annual debt service ($3 million) represented 1.9% of total
revenues in 2010.

SECURITY: The bonds are secured by a pledge of SJHS gross
receipts, real estate, and debt service reserve fund.

The rating downgrade to 'CCC' reflects the worsened financial
position of SJHS since May 2011.  Specifically, SJHS recorded a
loss from operations of $6 million through the July 2011 interim
period, which translated into a negative 4.5% operating margin and
0% operating EBITDA margin.  SJHS's liquidity levels were at an
all-time low ($1.9 million in unrestricted cash and investments)
as of July 31, 2011, which leaves the organization with almost no
financial cushion; however, management has reported that
unrestricted cash and investments have improved to $4.5 million at
year end fiscal 2011.

Management states the continued operating loss is primarily due to
declining patient volumes, an increase in uninsured patients
utilizing various healthcare services, and unfavorable changes to
SJHS's payor mix. Overall, the main driver behind SJHS's poor
performance continues to be the poor service area.  A softened
local service economy continues to be a drag on SJHS's financial
performance and management anticipates this to continue for some
time.  Additionally, SJHS paid a large $2.9 million one-time
expense into the state's Medicaid DSH program in fiscal 2011,
which accounts for the sharp liquidity decline.

Additional negative credit factors include SJHS's poor debt
service coverage and ability to fund future capital expenditures.
Management stated that with such low liquidity, only emergency
capital needs would be funded. As of July 31, 2011, SJHS had a
high average age of plant of 16.5 years, which compared
unfavorably against Fitch's 'below investment grade' median of
12.3 years.

Since SJHS's affiliation with Roger Williams Medical Center in
2010, various consolidation efforts have taken place. Management
expects to see further consolidation of clinical services, which
should realize additional cost savings for the organization.
Management has a short-term breakeven goal for operations, which
Fitch would view as a major milestone.

Outstanding Debt Profile:
SJHS has a very conservative debt profile with 100% fixed-rate
bonds and no outstanding swaps.


R.L. ADKINS: Converts Involuntary Case to Chapter 11 Proceeding
---------------------------------------------------------------
Jaime Adame at reporternews says Dick Harris, the attorney
representing R.L. Adkins Corp., said the Company's involuntary
bankruptcy petition filed in federal court converted to Chapter 11
bankruptcy proceeding.

Mr. Adame says a trustee has been appointed to oversee the
Company.

According to the report, several oil and gas service companies
filed the involuntary petition in July, seeking nearly $500,000 in
what they claimed were unpaid debts.

The report relates that the company in August listed its 20
largest creditors, with claims totaling more than $10.5 million,
including a $4.54 million business loan claim by TESG1, an
Indianapolis, Indiana-based entity.

The report notes a related company, Adkins Supply Inc., filed for
Chapter 11 bankruptcy in federal court in September, citing
creditors that include the Internal Revenue Service, which is owed
more than $800,000, as well as a claim of about $568,000 from
Breckenridge, Texas-based Badger Oilfield Service& Supply.

R.L. Adkins Corp. -- http://www.rladkinscorp.com/-- operates an
oil company that explores oil and gas through out West Texas and
North Texas.

Sweetwater, Texas-based Adkins Supply Inc. filed for Chapter 11
protection (Bankr. N.D. Tex. Case No.11-10353) on Sept. 16, 2011.
Judge Robert L. Jones presides over the case.  Max Ralph Tarbox,
Esq., at Tarbox Law P.C., represents the Debtor.  The Debtor
estimated both assets and debts to be between $1 million and $10
million.


ROBERT KEITH MILLER: Court Junks Suit Over Noise Ordinance
----------------------------------------------------------
Robert Keith Miller, the owner of the Sacred Spur Ranch in East
Mountain, Upshur County, Texas, sued the city of East Mountain, a
small municipality with about 700 residents, on Jan. 29, 2010,
seeking relief pursuant to 42 U.S.C. Sec. 1983.  Mr. Miller
alleges that his constitutional rights have been violated by the
selective enforcement and enactment of a noise ordinance,
resulting in the deprivation of his property rights without due
process of law.  Further, Mr. Miller alleges that his business has
been singled out for criminal prosecution and that the ordinance
is unconstitutionally vague.

On June 10, 2011, the city of East Mountain, Mayor Ronnie Hill and
Police Chief Jeff Pearson filed a Motion for Summary Judgment.
The Defendants assert that they are entitled to judgment on Mr.
Miller's selective enforcement, unconstitutional taking and due
process claims, and that the ordinance is not unconstitutionally
vague. Further, the Defendants contend that the Plaintiff has not
suffered damages resulting from their actions.  Finally, Messrs.
Hill and Pearson assert that they are entitled to qualified
immunity.  On June 17, 2011, Mr. Miller sought a partial summary
judgment finding that the noise ordinance is unconstitutional.

In an Oct. 14, 2011 Memorandum Opinion and Order, available at
http://is.gd/nMSsb7from Leagle.com, Magistrate Judge Judith K.
Guthrie held that there are no genuine issues of material fact and
the Defendants are entitled to judgment as a matter of law.  The
noise ordinance is not unconstitutionally vague.  Further, the
ordinance is content neutral and narrowly tailored to serve a
legitimate government objective.  The judge said the Plaintiff has
not established a standard equal protection claim.  The disputed
facts asserted by the Plaintiff concern whether Mayor Hill and
Police Chief Pearson acted with the desire to shut down the
Plaintiff's business.  The Plaintiff has not shown, however, that
such alleged personal vindictiveness is sufficient to establish a
selective prosecution or enforcement claim.  While the Plaintiff
may believe he has been treated unfairly, he has not shown that
the alleged unfair treatment amounts to a constitutional
violation.  Even if the Court were to find in the case that
personal vindictiveness is sufficient to support a claim for
selective prosecution, the law is not clearly established and
Messrs. Hill and Pearson are entitled to qualified immunity.

Judge Guthrie granted the Defendants' Motion for Summary Judgment
and denied the Plaintiff's Motion for Partial Summary Judgment.
The Pretrial Conference scheduled for Oct. 24, 2011, and the Jury
Selection and Trial scheduled for Oct. 25, 2011 are canceled.

The case is Robert Keith Miller v. City of East Mountain, Texas,
et al., Civil Action No. 6:10CV21 (E.D. Tex.).

                     About Robert Keith Miller

Robert Keith Miller does business as Green Frog Dance Hall,
Cowhide Caf? Tivios Ballroom, Sacred Spur Ranch, Buzzard Breath
Arena, and Santa Fe Landscaping.  He filed a voluntary Chapter 11
small business debtor bankruptcy petition on Feb. 18, 2009.
Confirmation was not achieved by the confirmation deadline and the
case was dismissed on Jan. 20, 2010.  He filed another voluntary
Chapter 11 small business debtor bankruptcy petition (Bankr. E.D.
Tex. Case No. 10-20056) on March 5, 2010, listing $1 million to
$10 million in assets and $500,001 to $1 million in debts.
Charles E. Lauffer, Jr., Esq. -- charlesl@rllawfirm.net -- at
Ritcheson, Lauffer & Vincent, P.C., served as bankruptcy counsel.

The bankruptcy proceeding was dismissed on May 24, 2010, following
an agreement between Mr. Miller and the United States Trustee.
All operations ceased at the Sacred Spur Ranch in December 2010.


SAGAMORE PARTNERS: Obtains Court Okay to Use Hotel Revenues
-----------------------------------------------------------
Sagamore Partners Ltd. won interim Court permission to use cash
collateral securing obligations to its prepetition lender to fund
its operations while in bankruptcy.

The Court will hold a final hearing on the Debtor's request on
Nov. 10, 2011, at 2:30 p.m. in Miami.

As of the Petition Date, the Debtor owed $31.5 million to JPMCC
2006-LDP7 Miami Beach Lodging LLC.  LNR Partners Inc. is the sole
manager of the secured lender and the special servicer for the
loan.  The loan was originally provided by Arbor Realty Funding
LLC and ended up with JPMCC 2006-LDP7 through a series of
transactions.  The secured lender has a first priority, perfected
lien on all of the Debtor's cash generated from the operation,
sale, disposition or other realization of any assets or property
of the Debtor, which constitutes cash collateral.

The Debtor believes the Sagamore Hotel and underlying real
property is valued at $55 million, subject to appraisal.

Sagamore Partners said absent the ability to use cash collateral,
its operations will come to a halt, the value of the assets will
dramatically decline and creditors and parties-in-interest will be
severely prejudiced.

The Interim Order provides that the Debtor's authority to use cash
collateral will terminate on the earliest of, among other
conditions:

     a) Nov. 12, 2011;

     b) the Debtor's failure to deposit on a daily basis all cash
        receipts and collections from whatever source in the
        prepetition lockbox account maintained by the Secured
        Lender for such purposes at Wells Fargo Bank, N.A.,
        consistent with the prepetition agreement and practices of
        the parties;

     c) the Debtor's failure to make any adequate protection
        payment to the Secured Lender; and

     d) the dismissal of the case.

As additional protection, the Debtor will make an interest payment
to the Secured Lender, calculated at the contract rate of 6.54%,
based on the outstanding principal amount of the Prepetition
Obligations.

Objections to the Debtor's request to use cash collateral on a
final basis are due Nov. 8, 2011, which must also be served to
Scott L. Baena, Esq. -- sbaena@bilzin.com -- at Bilzin Sumberg
Baena Price & Axelrod LLP in Miami.

The Debtor also obtained permission to pay prepetition amounts
owed to so-called critical vendors, namely Florida Fabric & D‚cor
(curtains), Premier Beverage, Southern Wine & Spirits, and Sysco
Food Services (food and wine), and Muse Beauty Suite (spa services
provided to hotel guests).

                      About Sagamore Partners

Bay Harbor, Florida-based Sagamore Partners Ltd. owns and operates
the prestigious oceanfront Sagamore Hotel, also known as The Art
Hotel due to its captivating art collection from recognized
artists and its contemporary design.  The all-suite boutique hotel
is situated within Miami's Art Deco Historic District on South
Beach.  Sagamore Partners is owned by Martin Taplin.

Sagamore Partners filed for Chapter 11 bankruptcy (Bankr. S.D.
Fla. Case No. 11-37867) on Oct. 6, 2011.  Judge A. Jay Cristol
presides over the case.  Peter D. Russin, Esq., at Meland Russin &
Budwick, P.A., 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 Martin W. Taplin, Pres of Miami
Beach Vacation Resorts, Inc., manager of Sagamore GP, LLC, general
partner.


SANITARY AND IMPROVEMENT: Files Chapter 9 Plan of Adjustment
------------------------------------------------------------
Sanitary and Improvement District No. 258 of Sarpy County,
Nebraska, has filed its plan of adjustment under Chapter 9 of the
Bankruptcy Code.

The classes and treatment of creditors under the plan are:

     A. The Holders of Administrative and Priority Claims will be
        paid in full.  The Administrative and Priority Claims
        currently consist of expenses for services rendered by the
        District's bankruptcy legal counsel, Croker, Huck, Kasher,
        De Witt, Anderson & Gonderinger, L.L.C., of Omaha,
        Nebraska.  Croker Huck will be paid based upon hourly
        rates for partners, associates, paralegals, legal
        assistants and administrators, at standard rates for
        these particular services.

     B. The owners of the General Fund Warrants will be paid
        principal and accrued interest in full.  Payment of
        General Fund Warrants is necessary for the continuation of
        basic necessities of the District, including basic
        utilities and reasonable property maintenance
        expenditures.  Within 60 days of the Effective Date, the
        owners of General Fund Warrants will be paid in full for
        all accrued and unpaid interest or principal due and owing
        under the terms of the General Fund Warrants.  Thereafter,
        General Fund Warrants will be paid in accordance with the
        stated terms.  The owners of General Fund Warrants will be
        paid in full and are not impaired.

     C. The claims of the Holders of Prepetition Construction Fund
        Warrants are impaired.  Pre-petition Construction Fund
        Warrant Holders will be paid as follows:

        1. Initial Cash Disbursement: Within 120 days following
           the Effective Date, all funds held in the Construction
           Fund will be allocated.  All funds not allocated will
           be paid to the Class A Bond Holders based on the Pro
           Rata Share of each.

        2. Issuance of Bonds and Certificates of Indebtedness:
           Within 60 days of the Effective Date, all Pre-petition
           Construction Fund Warrant Holders will be issued Class
           A Bonds, conditional upon the delivery of Pre-petition
           Construction Fund Warrant.  All Pre-petition
           Construction Fund Warrants will be held by the
           Disbursing Agent in trust for each Pre-petition
           Construction Fund Warrant Holder until cancelled by the
           issuance of the Class A Bonds.  All Pre-petition
           Construction Fund Warrants which have been delivered to
           the Disbursing Agent will be cancelled upon the
           issuance of the Class A Bonds.  In exchange for their
           Pre-petition Construction Fund Warrants, each holder
           will be given a Class A Bond issued by the District and
           authenticated by the Disbursing Agent.

        C. Modification of Terms: The balance due on the Pre-
           petition Construction Fund Warrants and the manner of
           computed interest on the warrants will not change by
           operation of the Plan.  The Plan will only modify the
           manner and time line for repayment of the Pre-petition
           Construction Fund Warrants.

This Plan requires, and the Bankruptcy Court will be requested as
part of the Confirming Order to require, the Holders of Pre-
petition Construction Fund Warrants to deliver to the Disbursing
Agent any Pre-petition Construction Fund Warrants held by any
Creditor.  No Class A Bond will be issued nor will any payment be
made to the Holder of any Pre-petition Construction Fund Warrant
unless said Holder has delivered to the Disbursing Agent the
physical Pre-petition Construction Fund Warrant issued by the
District or, in the event that the Pre-petition Construction Fund
Warrant is lost or destroyed, an Affidavit of Lost or Destroyed
Security and Indemnification thereon.  Each Pre-petition
Construction Fund Warrant Holder will deliver the warrants to the
Disbursing Agent for exchange into a Class A Bond not less than
30 days after the Effective Date.

If not so delivered the Pre-petition Construction Fund Warrant
will be cancelled and terminated.  In exchange for Pre-petition
Construction Fund Warrant, the Disbursing Agent shall issue to the
creditor having provided the Pre-petition Construction Fund
Warrant to the Disbursing Agent, or to the creditor's assignee, a
Class A Bond in the face amount of the Pre-Petition Construction
Fund Warrant delivered by the Creditor, plus any accrued and
unpaid interest thereon.  The Disbursing Agent will maintain
possession of the Class A Bond and a statement of the amount due
under the Class A Bond will be provided to the Holder.

The Class A Bonds and Class B Certificates issued pursuant to this
Plan will bear clear and unequivocal language identifying that
both are (i) subject to the payment terms set forth in the Plan,
(ii) are not guaranteed to pay full interest or return principal
face value, and (iii) are not subject to guarantee under Neb. Rev.
Stat. Section 31-755.  The Bonds will not accrue interest and the
Certificates will accrue simple interest at a rate of 7% annually.

In order to ensure that a Pre-petition Construction Fund Warrant
Holder cannot continue to hold Pre-petition Construction Fund
Warrants with a view towards redemption, any and all outstanding
warrants not delivered to the Disbursing Agent prior to the 30th
day after the Effective Date shall be deemed cancelled and
terminated and of no further force and effect.

A copy of the Chapter 9 plan is available for free at:

      http://bankrupt.com/misc/7_SANITARYchapter9plan.pdf

Sanitary and Improvement District No. 258 of Sarpy County,
Nebraska, filed Chapter 11 petition (Bankr. D. Neb. Case No. 11-
82460) on Sept. 29, 2011.  Martin P. Pelster, Esq., at Croker,
Huck, Kasher, DeWitt, Anderson serves as counsel to the Debtors.
Sanitary and Improvement estimated assets and debts of $1,000,001
to $10,000,000 in its Chapter 11 petition.  The petition was
signed by Paul S. McCune, chairman of the board of trustees.


SBARRO INC: Wants Plan Filing Deadline Extended to Dec. 30
----------------------------------------------------------
Sbarro Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to extend their
exclusive periods to:

   a) file a Chapter 11 plan until Dec. 30, 2011, and

   b) solicit acceptances of that plan until Feb. 29, 2012.

Absent of an extension, the Debtors' current plan filing deadline
will expire on Oct. 31, 2011.

A hearing is set for Oct. 31, 2011, at 11:00 a.m., to consider the
Debtors' request for extension.  Objection, if any, are due Oct.
24, 2011, at 4:00 p.m.

According to the Debtors, they have just obtained court approval
of their disclosure statement and have commenced soliciting of
votes on their proposed chapter 11 plan.  The Debtors' plan, which
is sponsored by certain of its prepetition first lien lenders and
debtor-in-possession lenders and supported by the unsecured
creditors' committee, significantly reduces Sbarro's existing debt
and ensures the company will have access to favorable financing
and additional liquidity to support their go-forward business
needs.

The Debtors tells the Court that a hearing to consider
confirmation of their plan is scheduled for Nov. 17, 2011, and the
Debtors expect to emerge from chapter 11 protection shortly
thereafter.

The Debtors adds the extension of time will ensure they have
adequate time to complete solicitation of their plan and address
any issues that may arise in connection with the confirmation
process in an orderly manner and without disruption from competing
plans

                         About Sbarro Inc.

The Sbarro family started its business after moving to Brooklyn,
New York, from Naples, Italy, in 1956.  Today Sbarro is a leading,
global Italian quick service restaurant concept with approximately
5,170 employees, 1,045 restaurants throughout 42 countries, and
annual revenues in excess of $300 million.

Sbarro Inc. sought bankruptcy protection under Chapter 11 (Bankr.
S.D.N.Y. Lead Case No. 11-11527) to eliminate about $200 million
in debt.  The Debtor disclosed $51,537,899 in assets and
$460,975,646 in liabilities as of the Chapter 11 filing.

Sbarro said it has reached an agreement with all of its second-
lien secured lenders and approximately 70% of its senior
noteholders on the terms of a reorganization plan that will
eliminate more than half of the Company's total indebtedness.

Edward Sassower, Esq., and Nicole Greenblatt, Esq., at Kirkland &
Ellis, LLP, serve as the Debtors' general bankruptcy counsel.
Rothschild, Inc., is the Debtors' investment banker and financial
advisor.  PriceWaterhouseCoopers LLP is the Debtors' bankruptcy
consultants.  Marotta Gund Budd & Dzera, LLC, is the Debtors'
special financial advisor.  Curtis, Mallet-Prevost, Colt & Mosle
LLP serves as the Debtors' conflicts counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims agent.  Sard Verbinnen & Co
is the Debtors' communications advisor.


SEMGROUP LP: SEC, Ex CEO Settle Case Involving Energy Trades
------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that the Securities and
Exchange Commission said it charged the former chief executive of
SemGroup LP with misleading investors about the company's energy
trading activities, and the CEO has agreed to settle.

As reported in the Troubled Company Reporter on Aug. 30, 2011,
Bankruptcy Law360 said that an Oklahoma federal judge on sent back
to state court a fraud suit filed against Thomas L. Kivisto, the
former CEO of once-bankrupt SemGroup LP, by the company's former
limited partners, saying federal bankruptcy jurisdiction did not
exist in the case.  The case will now go to the Tulsa County
District Court, according to a minute order.  "It's the right
result," Andrew S. Hicks of Schiffer Odom Hicks & Johnson PLLC, an
attorney for the limited partners, told Law360.

                        About SemGroup L.P.

SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection (Bankr. D. Del. Case No. 08-11525) on July 22, 2008.
John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represented the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. served as the Debtors' claims agent.  The Blackstone Group
L.P. and A.P. Services LLC acted as the Debtors' financial
advisors.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represented the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.

SemGroup LP won confirmation from the Bankruptcy Court of its
Fourth Amended Plan of Reorganization on Oct. 28, 2008.  The
Plan, which distributed more than $2.5 billion in value to
stakeholders, was declared effective on November 30, 2008.


SEQUENOM INC: Sequenom CMM Launches MaterniT21 LDT
--------------------------------------------------
Sequenom, Inc., on Oct. 17, 2011, through the Company's wholly-
owned subsidiary, Sequenom Center for Molecular Medicine, LLC, or
Sequenom CMM, announced the commercial launch of its non-invasive
proprietary MaterniT21 laboratory developed test, or LDT.  The
MaterniT21 LDT is used to assess pregnant women who are at high
risk of carrying a fetus with a trisomy 21 abnormality by
measuring an overabundance of chromosome 21 relative to the amount
of other chromosomes in a blood sample.  The MaterniT21 LDT is now
available to physicians upon request in 20 major metropolitan
regions across the United States.

The MaterniT21 LDT is indicated for use in pregnant women at high
risk for carrying a child with Down syndrome and can accurately
test maternal blood as early as 10 weeks of gestation.  In the
United States, there are an estimated 750,000 such high risk
pregnancies each year.

The process employed in the MaterniT21 LDT is analysis of cell-
free DNA extracted from maternal blood samples utilizing nucleic
acid sequencing, known as massively parallel shotgun sequencing,
or MPSS.  The sample is shipped to the Sequenom CMM laboratory
where licensed laboratory personnel use proprietary methodologies
and MPSS sequencing technology to measure the amount of chromosome
21 relative to the amount of other chromosomes.

The testing methodology was evaluated for sensitivity and
specificity against a total of 212 Down syndrome samples and 1,484
matched samples from unaffected pregnancies.  In the initial round
of uncorrected blinded analysis, the test identified 209 of the
212 cases of Down syndrome (98.6% accuracy), with three false
positives (0.2%) and three false negatives.  In a corrected
blinded analysis, with the use of chromosome 21 z-scores adjusted
for GC content and flow-cell variability, a method consistent with
the MaterniT21 commercial version of the test, the test correctly
identified 210 of the 212 samples (99.1% accuracy), with just one
false positive and two false negatives.

The samples will be processed at Sequenom CMM's CAP accredited and
CLIA-certified laboratory, where the MaterniT21 LDT was developed
and validated.  Physicians are expected to receive testing results
in about 8-10 business days on average.

The out-of-pocket cost of the test for insured patients will be no
more than $235.  Sequenom CMM will initially operate as an out-of-
network provider to ensure eligible patients will have coverage
for the test.  While negotiating to ensure coverage by major
private insurance programs, the reimbursement for the test is
expected to be similar to that of current invasive procedures like
amniocentesis or CVS.

                          About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions.  Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets.  The company was founded in 1994 and is
headquartered in San Diego, California.

Sequenom reported a net loss of $120.85 million on $47.45 million
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $71.01 million on $37.86 million of total revenue
during the prior year.

The Company's balance sheet at June 30, 2011, showed $156.87
million in total assets, $30.97 million in total liabilities and
$125.90 million in total stockholders' equity.

Ernst & Young LLP of San Diego, California, in its audit report
attached to the 2010 financial statements, did not include a going
concern qualification for Sequenom.  E&Y, in its report on the
2009 results, expressed substantial doubt against Sequenom's
ability as a going concern, noting that the Company "has incurred
recurring operating losses and does not have sufficient working
capital to fund operations through 2010."


SL6 LLC: Sec. 341 Creditors' Meeting Set for Nov. 17
----------------------------------------------------
The U.S. Trustee in Salt Lake City, Utah, will convene a Meeting
of Creditors in the bankruptcy case of S.L.6, L.L.C. on Nov. 17,
2011, at 405 South Main, in Salt Lake City.

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. 15, 2012. Government proofs of
claim are due by April 10, 2012.

S.L.6 L.L.C., based in South Jordan, Utah, filed for Chapter 11
bankruptcy (Bankr. D. Utah Case No. 11-34911) on Oct. 13, 2011.
Judge William T. Thurman presides over the case.  Douglas J.
Payne, Esq., Gary E. Jubber, Esq., and Peter W. Billings, Jr.,
Esq., at Fabian & Clendenin, serve as the Debtor's counsel.  In
its petition, the Debtor estimated $10 million to $50 million in
assets and debts.  The petition was signed by Nathan D. Shipp, the
authorized representative.


SOLYNDRA LLC: Retains Heritage Global to Conduct Public Auction
---------------------------------------------------------------
Heritage Global Partners will conduct a global webcast auction of
surplus assets held by Solyndra, LLC, an innovative solar
manufacturer that filed for bankruptcy protection under chapter 11
on Sept. 6, 2011.  Heritage Global Partners obtained approval from
the bankruptcy court on Oct. 17 to conduct this auction of surplus
assets not required for the restart of Solyndra's production
process.  Solyndra still plans to sell its core assets on a
turnkey basis through a separate process approved by the
bankruptcy court.  The auction of surplus assets will begin on
Wednesday, Nov. 2 at 10:00 a.m. PDT, and be held through Thursday,
Nov. 3 until 5:00 p.m. PDT via live global webcast at
http://www.hgpauction.com/and in person at the company's
facilities in Fremont, California.

The auction will feature thousands of world-class assets, finished
inventory, and manufacturing equipment, as well as office
furnishings and work stations, computers and networking equipment,
machinery, and millions of dollars' worth of OEM spare parts.

"On behalf of all stakeholders, our team is pleased to have been
selected to be conducting the non-core auction on behalf of
Solyndra," said Ross Dove, Managing Partner, Heritage Global
Partners.  "This much-anticipated auction will constitute the
solar auction of the year -- offering state-of-the-art equipment,
assets, and inventory for sale to the general public."

Fremont, California-based Solyndra was a manufacturer of
innovative cylindrical solar panels for low-slope commercial and
industrial rooftops.  On Aug. 31, 2011, the company suspended
operations as it evaluates its options.

To achieve the highest return for creditors under the
circumstances, Solyndra chose Heritage Global Partners for their
global reach and reputation and innovative approach to achieving
high value for surplus assets.

Led by auction industry pioneers Ross and Kirk Dove, Heritage
Global Partners, is one of the country's leading asset advisory
and auction services firms, which assists large and small
companies with buying and selling of assets.  Heritage Global
Partners offers asset brokerage, asset inspection, asset
valuations, industrial equipment and real estate auctions, as well
as enterprise auctions combining tangible and intangible assets.

                        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 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: Republican Lawmaker Questions Investor's Tax Breaks
-----------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that a lawmaker on
questioned whether a foundation that invested heavily in bankrupt
solar-energy company Solyndra LLC inappropriately benefited from
tax breaks designed for charitable groups.

                          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: In Talks With 25 Potential Bidders
------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Solyndra LLC is
talking to some 25 potential buyers of its solar panel
manufacturing business as it limps along under fire from
Republicans in Congress over $527 million in federal loans,
company officials said.

As reported in the Troubled Company Reporter on Oct. 17, 2011, Dow
Jones' Daily Bankruptcy Review said that Solyndra LLC says
that a bid to put an outsider in control of the embattled solar
company threatens the manufacturer's hope of survival by repelling
bidders that might buy and restart the company's shuttered
California factory.

A TCR report on Oct. 13, 2011, Bankruptcy Law360 said that an
industrial equipment manufacturer asked a Delaware bankruptcy
judge to put the brakes on Solyndra Inc.'s planned Oct. 27 asset
sale until the company makes good on a $12.7 million bill for
manufacturing equipment it allegedly agreed to return.  In a suit
filed Oct. 10, VDL Enabling Technologies Group Eindhoven BV claims
Solyndra, which received court approval for the hotly contested
sale last month, signed a nontransferable software license
agreement when it hired VDL in 2009 to manufacture glass tubing
equipment, according to Law360.

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: Avoids Having Trustee Take Over Management
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Solyndra LLC escaped from a hearing Oct. 17 without
having a Chapter 11 trustee appointed to oust management.
Instead, U.S. Bankruptcy Judge Mary F. Walrath accepted the solar
panel maker's recommendation and authorized appointment of
turnaround manager R. Todd Neilson to serve as chief restructuring
officer.

Mr. Rochelle relates that the U.S. Trustee sought appointment of a
trustee one week after Solyndra's chief executive and chief
financial officer asserted their Fifth Amendment privileges and
declined to answer questions posed by a congressional committee.
Since then, Chief Executive Officer Brian Harrison left the
company.  Chief Financial Officer Wilbur G. Stover Jr. remains.

Peg Brickley, writing for Dow Jones' Daily Bankruptcy Review,
reports that Judge Walrath found no cause for the appointment of a
trustee in the Chapter 11 case filed by the maker of solar-energy
panels.  "I thought in America you're innocent until proven
guilty," Judge Walrath commented at the hearing, according to DBR.
The judge said she had seen no evidence of fraud, dishonesty,
incompetence or gross mismanagement by the leaders of the
embattled company.

Mr. Neilson, Mr. Rochelle notes, is experienced with taking over
companies faced with allegations of fraud.  He served in a similar
capacity in the Chapter 11 case of beverage maker Le-Nature's
Inc., whose former CEO pleaded guilty to charges of masterminding
an $800 million fraud.

Mr. Neilson is with Berkeley Research Group.

DBR notes that Judge Walrath's ruling also means the auction of
Solyndra's assets will likely be pushed from October to November,
a concession from relieved lenders.

"This is not a political issue. This is a financial issue," Mr.
Neilson said in an interview, according to DBR.  The field of
potential buyers includes candidates from five different
countries, said Eric Carlson of Imperial Capital, Solyndra's
investment banker, DBR notes.

                        About Solyndra LLC

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 is currently scheduled to auction the business on
Oct. 27, with bids due Oct. 25 and a hearing to approve the sale
on Nov. 2.


SOUTH EDGE: JPMorgan Wins Court Nod to Oust Squire Sanders
----------------------------------------------------------
Kaitlin Ugolik at Bankruptcy Law360 reports that JPMorgan Chase
Bank NA on Friday succeeded in disqualifying Squire Sanders &
Dempsey LLP from representing developer South Edge LLC in its
bankruptcy proceedings when a Nevada federal judge agreed that the
firm's simultaneous representation of the bank in other matters
presented a conflict, according to a source.

Law360 says JPMorgan blasted Meritage Homes Corp.'s bid to keep
SSD as counsel for South Edge's bankruptcy early Friday, saying
the homebuilder's defense of an alleged conflict of interest
"strains the bounds of credulity."

As reported in the Troubled Company Reporter on Oct. 14, 2011,
Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
said that the law firm of Squire, Sanders & Dempsey wants to
withdraw from representing one of Inspirada's home builders,
Meritage Homes Corp., but it needs the home builder's permission
to walk away.  However, Squire Sanders says the builder won't let
it.

DBR reported that Squire Sanders on Tuesday asked the Bankruptcy
Court to "provide the parties with direction in order to resolve
this dispute."   The law firm said it will "abide by the direction
of the court."

According to DBR, Squire Sanders was hired by Meritage on Aug. 30.
Last week, one of Inspirada's lenders and Squire Sanders' client,
J.P. Morgan Chase & Co., asked the firm to withdraw from
representing Meritage due to conflict of interest.  JPMorgan and
Meritage are involved in multimillion-dollar lawsuits over the
housing development.  JPMorgan is among the proponents of the
project's restructuring plan while Meritage is opposing that plan.

According to DBR, Squire Sanders "represents J.P. Morgan in
transaction matters and at least one litigation matter. It
represents a client challenging confirmation of the joint plan
making arguments as direct as an assertion that J.P. Morgan is not
acting in good faith," the bank said. "This is an actual
conflict."

However, Squire Sanders said Meritage not only refused its consent
to the withdrawal but said it would also tell J.P. Morgan to drop
it.

DBR related JPMorgan on Oct. 11 filed its own motion asking the
Court to disqualify the law firm from representing Meritage and
bar Meritage from using any of Squire Sanders's "work product."

                          About South Edge

Las Vegas, Nevada-based South Edge LLC owns the Inspirada project,
an uncompleted 2,000-acre residential development in Henderson,
Nevada, about 16 miles (26 kilometers) southeast of Las Vegas.
The eight owners of the project include an affiliate of KB Home, a
49% owner.  Other owners are Coleman Toll LP with 10.5%, Pardee
Homes Nevada Inc. with 4.9%, Meritage Homes with 3.5%, and Beazer
Homes USA Inc. with 2.6%.

JPMorgan Chase Bank, N.A., Credit Agricole Corporate and
Investment Bank, and Wells Fargo Bank, N.A., filed an involuntary
chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 10-32968)
on Dec. 9, 2010, against South Edge, LLC.  The petitioning
creditors are part of a lender group that provided a $595 million
credit.  New York-based JPMorgan serves as lender and agent for
the group.  South Edge filed motions to dismiss the involuntary
petition.

The Court conducted a contested trial on Jan. 24 and 25, 2011, and
Feb. 2 and 3, 2011.  On Feb. 3, 2011, the Court entered an order
for relief under Chapter 11 of the Bankruptcy Code against the
Debtor and issued an order directing the appointment of a chapter
11 trustee.  The United States Trustee appointed Cynthia Nelson to
serve as Chapter 11 trustee on Feb. 20, 2011.  The Court approved
the appointment three days later.

South Edge is represented by lawyers at Klee, Tuchin, Bogdanoff
and Stern LLP, and The Schwartz Law Firm, Inc., as legal counsel.
The Chapter 11 trustee also tapped Schwartzer & McPherson Law Firm
as local counsel.

Petitioning creditors JPMorgan Chase Bank, N.A., and Wells Fargo
Bank, N.A., are represented by lawyers at Morrison and Foerster
LLP; and Lewis and Roca LLP.  Credit Agricole is represented by
lawyers at Haynes and Boone LLP, and Jolley Urga Wirth Woodbury &
Standish.


SOUTHEAST REGENCY: Court Dismisses Chapter 11 Case
--------------------------------------------------
Judge H. Christopher Mott of the U.S. Bankruptcy Court for the
Western District of Texas dismissed the bankruptcy case of
Southeast Regency Medical Center, LP.

The Bankruptcy Court retains jurisdiction on the pending adversary
proceeding no. 10-0114-hcm; City National Bank vs. Pearland
Sunrise Lake Center L.P., et al; involving multiple Pearland
entities.

The Court further orders that the Debtor will pay the U.S. Trustee
the sum of $4,875 for that amount being owed pursuant to 28 U.S.C.
Section 1930 for the third quarter of 2011.  Quarterly fees will
continue to accrue until the case is closed, dismissed or
converted.

The July 29, 2011 edition of the Troubled Company Reporter
disclosed that Judy A. Robbins, the U.S. Trustee for Region 7,
asked the Court for the dismissal or conversion of the Debtor's
case into a Chapter 7 liquidation proceeding because Debtor has
not filed complete and accurate monthly operating reports on a
regular basis.  The U.S. Trustee said that without operating
reports, parties-in-interest do not know whether Debtor is paying
its postpetition obligations as they come due, whether Debtor is
accruing administrative expenses, and whether Debtor is generating
positive cash flow such that it will be able to fund a plan out of
future earnings.  The U.S. Trustee added that the last filed
report, in April 2011, indicates that there is no operating
activity in the Debtor's case.

               About Southeast Regency Medical Center

Marble Falls, Texas-based Southeast Regency Medical Center, LP,
filed for Chapter 11 bankruptcy protection on July 9, 2010 (Bankr.
W.D. Tex. Case No. 10-11923).  Frank B. Lyon, Esq., who has an
office in Austin, Texas, represents the Debtor.  The Company
estimated assets and debts at $10 million to $50 million.


STA-CARE: Will Close Business This Week; Leaves 50 Workers Jobless
------------------------------------------------------------------
Michael Thompson at the Portage Daily Register reports that Steven
Aldridge, company president of Sta-Care in Portage, Wisconsin,
said the Company will close this week, and about 50 full-time
people will lose their jobs.  The fate of Sta-Care's employees in
Pardeeville, Wisconsin, is uncertain.

Sta-Care filed a Chapter 11 petition (Bankr. W.D. Wisc. Case No.
11-14078) in Madison, Wisconsin, on June 24, 2011.  The Debtor
estimated assets and debts of $1 million to $10 million.  A copy
of the Debtor's bankruptcy petition is available at
http://bankrupt.com/misc/wiwb11-14078.pdf

The Debtor is represented by:

         Richard B. Jacobson, Esq.
         44 East Mifflin St., Suite 802
         Madison, WI 53703
         Tel: (608) 204-5990
         E-mail: rbj@rbjassociates.com


STEPHEN PAUL WALLACE: May Proceed With Lawsuit In Forma Pauperis
----------------------------------------------------------------
District Judge Audrey Fleissig granted Stephen Paul Wallace leave
to proceed with his lawsuit against Robert T. Bruegge, et al., in
forma pauperis, finding that he is financially unable to pay any
portion of the filing fee.

The complaint caption reads, in part: "(1) Stephen Paul Wallace,
individually, and as (2) Private Attorney General, ex rel; United
States of America, Plaintiffs."  Although Mr. Wallace is
attempting to join the United States Attorney General as a party-
plaintiff to the action, he has no right to do this.  As such, the
Court removed the "Private Attorney General" as a plaintiff.

Mr. Wallace brings the action for monetary and injunctive relief
against Robert T. Bruegge (attorney), Patrick J. Malloy, III
(trust attorney), John Doe, and Richard Roe, stating, inter alia,
that (1) in 1990, he and his mother, Lorice T. Wallace, were
successor co-trustees of their family's forty million dollar
estate; (2) in June 2000, Bank of America was appointed as
Lorice's successor trustee; however, the appointment was
"illicitly quashed in the sham probate court which
embezzled/confiscated all of Lorice's property & liquid assets";
(3) in September 2001, plaintiff "did sacrifice himself for his
family by filing for Chapter 11 Bankruptcy Reorganization, solely
to compel the `Coup Klan' to produce an accounting of the `unique
and irreplaceable large remaining tracts of realty including the
Wallace Family extensive oil and gas reserves'"; (4) in 2003,
Lorice died "due to the covert overdosing . . . with Depakote by
the 'Coup Klan,'" and the estate's funds were "embezzled/
confiscate[d]"; and (5) the Coup Klan "sanitiz[ed] and destroy[ed]
all documents, pleadings, evidence, [and] adversary proceedings"
relative to plaintiff's bankruptcy case.  Mr. Wallace alleges
"Enron type criminal financial fraud," "criminal collusion," the
violation of his constitutional rights under 42 U.S.C. Sec.
1985(2), and the "criminal confiscation of all [his] 'unique and
irreplaceable commercial realty developments.'"  In addition, he
asserts state-law claims for breach of contract, fraud,
embezzlement, breach of fiduciary duty, detrimental reliance,
conversion, intentional infliction of emotional distress, and
tortious interference of contract.

The case is, STEPHEN PAUL WALLACE, et al., v. ROBERT T. BRUEGGE,
et al., No. 4:11-CV-955-AGF (E.D. Mo.).  A copy of Judge
Fleissig's Oct. 14, 2011 Memorandum and Order is available at
http://is.gd/XVIgJAfrom Leagle.com.


STORY BUILDING: Disclosure Statement Hearing Continued to Dec. 15
-----------------------------------------------------------------
Judge Erithe A. Smith of the U.S. Bankruptcy Court for the Central
District of California, Santa Ana Division, approved a stipulation
continuing the hearing on the approval of the disclosure statement
explaining the reorganization plan of Story Building LLC to Dec.
15, 2011, at 10:30 a.m.

The stipulation was entered into between Story Building LLC and
Wells Fargo Bank, N.A., as trustee for the registered holders of
J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2004-C1.

The current stipulation is the parties' sixth continuance
agreement.  The original Disclosure Statement hearing was set for
January 2011.  Since the filing of the Plan, the Debtor and the
Lender have engaged in discussions and have noted that they need
more time to conclude their negotiations.

The case status conference will be continued to Dec. 15, 2011.  An
updated Status Report must be filed by Dec. 1, 2011, if an amended
plan and disclosure statement have not been filed
Dec. 15.

Before the entry of the Court's recent order, Liftech Elevator
Services, Inc. filed an objection to the stipulation, saying that
cause has not been shown to continue the hearing of the Disclosure
Statement to a later date.

                            The Plan

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

As reported by the Troubled Company Reporter on Jan. 7, 2011,
according to the Disclosure Statement, the Plan provides for the
resolution of all claims against the estate.  Plan distributions
will be funded primarily from operations of the Story Building
property, and the new value contribution.

The Debtor's interest holder will provide $50,000 on the effective
date sufficient cash to cover payments due on the effective date
of the Plan.

Under the Plan, holders of Class 4 general non-insider unsecured
claims will receive, among other things: (i) a pro rata share of
25% of net operating income for the calendar years 2012 to 2017,
derived from the rents generated from the Story Building property;
(ii) one final payment of the balance of the allowed claim and all
accrued interest in full on or before Dec. 31, 2018; and (iii) in
the event that the property is sold, a pro rata share of up to
100% of the net proceeds, if any, after payment of all costs of
sale, etc.

Copies of the Disclosure Statement is available for free at

         http://bankrupt.com/misc/StoryBuilding_DS2.pdf

The Debtor is represented by:

     Sandford L. Frey, Esq.
     Stuart I. Koenig, Esq.
     CREIM MACIAS KOENIG & FREY LLP
     633 W. Fifth Street, 51st Floor
     Los Angeles, CA 90071
     Tel: (213) 614-1944
     Fax: (213) 614-1961
     E-mail: sfrey@cmkllp.com
             skoenig@cmkllp.com

Wells Fargo Bank is represented by:

     H. Mark Mersel, Esq.
     Sheri M. Kanesaka, Esq.
     Bryan Cave LLP
     3161 Michelson Drive, Suite 1500
     Irvine, California 92612
     Phone: (949) 223-7000
     Fax: (949) 223-7100
     E-mail: mark.mersel@bryancave.com

                    About Story Building LLC

Story Building LLC is a real estate management company based in
Irvine, California.  The Company owns and operates a 13-story
historical building located in Downtown, Los Angeles, known as the
Walter P. Story Building, located at 610 S. Broadway.  The
building is primarily utilized as a jewelry plaza.

Story Building LLC filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. Case No. 10-16614) on May 17, 2010.  Sandford
Frey, Esq., who has an office in Los Angeles, California,
represents the Debtor in its restructuring effort.  The Debtor
disclosed $19,421,024 in assets and $16,500,721 in liabilities as
of the Chapter 11 filing.  There was no official committee of
unsecured creditors appointed in the Debtor's case.


TECHNEST HOLDINGS: Wolf & Company Raises Going Concern Doubt
------------------------------------------------------------
Technest Holdings, Inc., filed on Oct. 13, 2011, its annual report
on Form 10-K for the fiscal year ended June 30, 2011.

Wolf & Company, P.C., in Boston, Massachusetts, expressed
substantial doubt about Technest Holdings' ability to continue as
a going concern.  The independent auditors noted that the Company
has suffered recurring losses from operations, has negative cash
flows from operations, a stockholders' deficit and a working
capital deficit.

The Company reported a net loss of $2.9 million on $449,937 of
revenues for the fiscal year ended June 30, 2011, compared with a
net loss of $325,235 on $0 revenue for the fiscal year ended
June 30, 2010.

The Company's balance sheet at June 30, 2011, showed $5.7 million
in total assets, $6.0 million in total liabilities, and a
stockholders' deficit of $286,190.

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

                       http://is.gd/l53dpi

Bethesda, Md.-based Technest Holdings, Inc., has two primary
businesses: AccelPath, which is in the business of enabling
pathology diagnostics and Technest, which is in the business of
the design, research and development, integration, sales and
support of three-dimensional imaging devices and systems.


TELETOUCH COMMUNICATIONS: Incurs $772,000 Loss in Aug. 31 Quarter
-----------------------------------------------------------------
Teletouch Communications, Inc., filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $772,000 on $10.42 million of total operating revenues
for the three months ended Aug. 31, 2011, compared with a net loss
of $230,000 on $8.97 million of total operating revenues for the
same period during the prior year.

The Company reported a net loss of $2.50 million on $40.42 million
of total operating revenues for the year ended May 31, 2011,
compared with net income of $1.60 million on $51.96 million of
total operating revenues during the prior year.

The Company's balance sheet at Aug. 31, 2011, showed $17.90
million in total assets, $29.18 million in total liabilities and a
$11.28 million total shareholders' deficit.

As reported by the TCR on Sept. 1, 2011, BDO USA, LLP, in Houston,
Texas, noted that the Company has increasing working capital
deficits, significant current debt service obligations, a net
capital deficiency along with current and predicted net operating
losses and negative cash flows which raise substantial doubt about
its ability to continue as a going concern.

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

                        http://is.gd/ZFayOJ

                          About Teletouch

Teletouch Communications, Inc., offers a comprehensive suite of
wireless telecommunications solutions, including cellular, two-way
radio, GPS-telemetry and wireless messaging.  Teletouch is an
authorized provider of AT&T (NYSE: T) products and services
(voice, data and entertainment) to consumers, businesses and
government agencies, as well as an operator of its own two-way
radio network in Texas.  Recently, Teletouch entered into national
agency and distribution agreements with Sprint (NYSE: S) and
Clearwire (NASDAQ: CLWR), providers of advanced 4G cellular
network services.  Teletouch operates a chain of 26 retail and
agent stores under the "Teletouch" and "Hawk Electronics" brands,
in conjunction with its direct sales force, customer care (call)
centers and various retail eCommerce Web sites including:
http://www.hawkelectronics.com/and http://www.hawkexpress.com/

Through its wholly-owned subsidiary, Progressive Concepts, Inc.,
Teletouch operates a national distribution business, PCI
Wholesale, primarily serving large cellular carrier agents and
rural carriers, as well as auto dealers and smaller consumer
electronics retailers, with product sales and support available
through http://www.pciwholesale.com/and
http://www.pcidropship.com/among other B2B oriented Web sites.


TEMPLE BETH: Files for Bankruptcy to Avert Foreclosure
------------------------------------------------------
Temple Beth Sholom of Corona Inc. filed for Chapter 11 protection
(Bankr. C.D. Calif. Case No.11-34883) on Aug. 2, 2011, to avoid
foreclosure of its new synagogue.

According to an article by Tampa Bay Bankruptcy Center P.A., the
congregation is trying to fend off foreclosure with California
Bank & Trust, which holds a loan balance of $1.6 million.

According to the article, Temple secretary Sam Miller said the
synagogue's financial problems stem from the economic recession
and a lower than expected growth in number of members.  "Before
the economy crashed, we would have been in excellent shape.  There
would have been no problem at all," Mr. Miller said.  "We just
didn?t get new members as we anticipated.  The economy caused
people to put their wallets in their back pockets."

The article relates the Temple has seen membership dwindle after
several members left the 75 member congregation while others
stopped paying their membership dues after hearing that the
synagogue might be liquidated.

According to the article, Mr. Miller said some congregation
members were skeptical of whether the synagogue had the financial
means to build its $1.5 million temple that included the temple
sanctuary, school, office, library and kitchen in a 4,500-square-
foot building that opened in April, 2009. "They thought it was
risky.  It turned out that they were right but for the wrong
reasons, the economy crashed," Mr. Miller said.  "We got into
trouble on this."

The article notes the building project came about when the
congregation outgrew its previous building on West 9th and South
Sheridan streets.  The age of the dingy building was a turn-off to
new potential members, so the board sold the property in 2000.
When the new temple was launched, membership doubled but it was
not as much as anticipated and by August 2009, the Temple was in
financial distress.

Tampa Bay Bankruptcy adds the Temple owes the city of Corona
$43,203 through a redevelopment loan.  In addition it owes $38,802
for 52 cemetery plots.  Among their assets is a timeshare in
Mexico worth $15,800.

The congregation was originally formed in 1968.


TERRA-GEN FINANCE: Fitch Rates $250-Mil. Loan Facility at 'BB-'
---------------------------------------------------------------
Fitch Ratings has assigned a rating of 'BB-' to Terra-Gen Finance,
LLC's (Terra-Gen) $250 million term loan facility and $60 million
working capital facility.  The Rating Outlook is Stable.  Fitch
previously assigned an expected rating of 'BB-' to Terra-Gen's
loan facilities on May 6, 2011.

The loan facilities are secured by a first-priority security
interest in Terra-Gen's accounts, ownership interests and project
dividends.

Fitch views the final terms of the issuance, which closed June 22,
2011, as consistent with information previously provided by Terra-
Gen. Fitch notes that the amount of the term loan facility has
decreased to $250 million from the originally proposed $300
million. As a result, consolidated financial performance has
slightly improved but remains nearly identical to previous
projections because Terra-Gen's debt service obligations are
relatively low compared to debt service on a consolidated basis.

Terra-Gen is a special-purpose company formed solely to acquire,
own and operate a 1,236 MW portfolio consisting of 22 projects,
primarily located in California, that generate power using
renewable resources.  Nearly 90% of the portfolio's nominal
capacity is committed to SCE under various medium- and long-term
PPAs.  The proceeds of the issuance were used to fully repay pre-
existing indebtedness, fund a cash distribution to the sponsors,
cash-fund three months of interest within the nine-month debt
service reserve, and pay transaction fees and expenses.


THELEN LLP: Ex-Partners Object to Chapter 7 Trustee's $5MM Deals
----------------------------------------------------------------
Carolina Bolado at Bankruptcy Law360 reports that fifteen former
partners of Thelen LLP filed objections Monday and Tuesday to the
Company's Chapter 7 trustee's settlements worth $5 million with 93
former partners over compensation they received in the firm's last
years.

According to Law360, the former partners are asking the New York
bankruptcy court to deny the trustee's request for settlement
approval, calling the deal's third-party release language overly
broad and claiming a most favored claims provision in the
settlement will have a chilling effect on the trustee's
negotiations with other partners.

                      About Thelen LLP

Thelen LLP, formerly known as Thelen Reid Brown Raysman & Steiner
-- http://thelen.com/-- is a bicoastal American law firm in
process of dissolution.  It was formed as a product between two
mergers between California and New York-based law firms, mostly
recently in 2006.  Its headcount peaked at roughly 600 attorneys
in 2006, and had 500 early in 2008, with offices in eight cities
in the United States, England and China.

As reported by the Troubled Company Reporter on Sept. 22, 2009,
Thelen LLP filed for Chapter 7 protection, after its partnership
agreed to dissolve the Company.  The filing was expected due to
the timing of a writ of attachment filed by one of Thelen's
landlords, entitling the landlord to $25 million of the Company's
assets.  The landlord won approval for that writ in June 2009, but
Thelen could void the writ by filing for bankruptcy within 90 days
of that court ruling.  Thelen, according to AM Law Daily, has
repaid most of its debt to its lending banks.


THERMOENERGY CORP: Files Amendment No.4 to Form S-1
---------------------------------------------------
ThermoEnergy Corporation filed with the U.S. Securities and
Exchange Commission Amendment No.4 to Form S-1 registration
statement relates to the resale of up to 54,166,684 shares of
Common Stock, par value $0.001 per share, of ThermoEnergy
Corporation that may be sold from time to time by Security Equity
Fund, Mid Cap Value Fund, SBL Fund, Series V (Mid Cap Value),
Security Equity Fund, Mid Cap Value Institutional Fund, et. al..
The Company will not receive any proceeds from the sale of the
Common Stock by the selling stockholders.

The selling stockholders may, from time to time, sell, transfer or
otherwise dispose of any or all of their shares of Common Stock or
interests in shares of Common Stock on any market or trading
facility on which the Company's shares are traded or in private
transactions.  These dispositions may be at fixed prices, at
prevailing market prices at the time of sale, at prices related to
the prevailing market price, at varying prices determined at the
time of sale, or at negotiated prices.  No underwriter or other
person has been engaged to facilitate the sale of shares of the
Company's Common Stock in this offering.  The Company is paying
the cost of registering the shares covered by this prospectus as
well as various related expenses.  The selling stockholders are
responsible for all discounts, selling commission and other costs
related to the offer and sale of their shares.

The Company's Common Stock is currently traded on the Over-the-
Counter Bulletin Board under the symbol "TMEN.OB."  On Oct. 14,
2011, the last reported sale price of our Common Stock on the
OTCBB was $0.19 per share.

A full-text copy of the amended prospectus is available for free
at http://is.gd/de06BG

                   About ThermoEnergy Corporation

Little Rock, Ark.-based ThermoEnergy Corporation is a clean
technologies company engaged in the worldwide development of
advanced municipal and industrial wastewater treatment systems and
carbon reducing clean energy technologies.

The Company reported a net loss of $9.85 million on $2.87 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $12.98 million on $4.01 million of revenue during the
prior year.

The Company's balance sheet at June 30, 2011, showed $4.33 million
in total assets, $15.98 million in total liabilities and a $11.65
total stockholders' deficiency.

As reported by the TCR on April 7, 2011, Kemp & Company, a
Professional Association, in Little Rock, Arkansas, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred net losses since inception and will require
substantial capital to continue commercialization of the
Company's technologies and to fund the Companies liabilities.


UNI CORE: Posts $8.0 Million Net Loss in Fiscal 2011
----------------------------------------------------
Uni Core Holdings Corporation filed on Oct. 13, 2011, its annual
report on Form 10-K for the fiscal year ended June 30, 2011.

Albert Wong & Co., in Hong Kong, expressed substantial doubt about
Uni Core Holdings' ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses from operations and has a significant accumulated deficit.
"In addition, the Company continues to experience negative cash
flows from operations," the auditors said.

The Company reported a net loss of $8.0 million on $19.7 million
of revenues for the fiscal year ended June 30, 2011, compared with
a net loss of $12.8 million on $2.7 million of revenues for the
fiscal year ended June 30, 2010.

The Company's balance sheet at June 30, 2011, showed $31.1 million
in total assets, $14.7 million in total liabilities, and
stockholders' equity of $16.4 million.

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

                       http://is.gd/aXWGax

Central, Hong Kong-based Uni Core Holdings Corporation (OTC BB:
UCHC) was incorporated as La Med Tech, Inc., under the laws of the
State of Utah on March 6, 1985.  The Company changed its name to
Entertainment Concepts International in 1987, to Lords & Lazarus,
Inc. in 1988, to Utility Communications International, Inc. in
1996, to Intermost Corporation in 1998, and to Uni Core Holdings
Limited in 2009.

In February 2003, the Company reincorporated from Utah to the
State of Wyoming.

Uni Core Holdings Corporation engages in providing e-commerce
solutions and consulting services.  The Company's e-commerce
solutions comprise Website development and maintenance contracts;
and consulting services include provision of information on
property exchange matters.


UNITED AMERICAN: UHY LLP Raises Going Concern Doubt
---------------------------------------------------
United American Healthcare Corporation filed on Oct. 13, 2011, its
annual report on Form 10-K for the fiscal year ended June 30,
2011.

UHY LLP, in Farmington Hills, Michigan, expressed substantial
doubt about United American Healthcare's ability to continue as a
going concern.  The independent auditors noted that the Company
incurred a net loss from continuing operations of $7,522,000 for
the year ended June 30, 2011, and, as of that date, had a net
working capital deficiency of $6,351,000.

The Company reported a net loss of $7.1 million on $8.4 million of
contract manufacturing revenue for the fiscal year ended June 30,
2011, compared with a net loss of $5.4 million on $343,000 of
contract manufacturing revenue for the fiscal year ended June 30,
2010.

The Company's balance sheet at June 30, 2011, showed $16.9 million
in total assets, $12.6 million in total liabilities, and
stockholders' equity of $4.3 million.

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

                       http://is.gd/gPCeQC

Chicago, Illinois-based United American Healthcare Corporation
United American Healthcare Corporation provides contract
manufacturing services to the medical device industry in the
United States.


VERTUE INC: Moody's Cuts Corporate Family Rating to 'Caa2'
----------------------------------------------------------
Moody's Investors Service downgraded Vertrue Incorporated's
Corporate Family (CFR) and Probability of Default Ratings to Caa2
from B3. Simultaneously, Moody's downgraded Vertrue's first lien
revolver and term loan to B3 from B1 and the second lien term loan
to Caa3 from Caa2. The ratings outlook remains negative.

Ratings Rationale

The Caa2 CFR reflects Vertrue's weak liquidity profile, high
financial leverage, and declining revenue and earnings. As of
June 30, 2011, Vertrue reported $16 million of cash on its balance
sheet, most of which is needed to run daily operations.
Additionally, the revolver was fully drawn with no remaining
availability. Given the recent earnings decline and resulting
increase in financial leverage, Moody's believes Vertrue's capital
structure may be unsustainable.

In the first half of 2011, Vertrue's consolidated revenues fell
17% from a declining member base. Free cash flow was negative,
even before consideration of cash used for a lawsuit and to obtain
a covenant amendment. Moody's does not expect free cash flow to
turn positive in the near-term unless Vertrue reduces its
marketing spending. However, a further reduction in marketing
would likely lead to lower future revenues and have a negative
impact on medium term earnings and cash flow. The ratings are also
constrained by a heightened level of litigation risk, given recent
intense public and political scrutiny and lawsuits over the use of
private consumer information by internet-related information
companies.

The negative outlook reflects Moody's expectation that
consolidated revenue and earnings will decline materially over the
near-term, causing financial leverage (debt/EBITDA) to exceed 7
times by the end of 2011. The total leverage covenant contained in
the first lien credit agreement is scheduled to step-down several
times to 6.75 times by June 2012, making Vertrue's ability to
comply with this covenant difficult.

Vertrue's ratings could be further downgraded if its operating
performance or liquidity continues to weaken or if the company is
subjected to additional unfavorable lawsuit judgments. Given the
company's weak liquidity profile and revenue trends, an upgrade is
unlikely in the near term. Over the medium term, a strong rebound
in revenue and EBITDA that results in adequate liquidity and a
sustainable capital structure could result in an upgrade.

Moody's took the following rating actions on Vertrue Incorporated
(and adjusted LGD point estimates):

Corporate Family Rating, to Caa2 from B3

Probability of Default Rating, to Caa2 from B3

$30 million 1st lien revolver expiring August 2013, to B3 (LGD2,
29%) from B1 (LGD2, 28%)

$351 (originally $430) million 1st lien term loan due 2014, to B3
(LGD2, 29%) from B1 (LGD2, 28%)

$200 million 2nd lien term loan due 2015, to Caa3 (LGD5, 82%)
from Caa2 (LGD5, 81%)

The principal methodology used in rating Vertrue Incorporated was
the Global Business and Consumer Services Methodology published in
June 2011. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Vertrue Incorporated, headquartered in Norwalk, Connecticut, is an
internet marketing services company. The company markets its
services through internet marketing, inbound call marketing,
television and newspaper advertising, direct mail and outbound
telemarketing. Vertrue has been owned by private equity sponsors
One Equity Partners, Rho Ventures and Brencourt Advisors since
2007. Revenues were approximately $546 million for the twelve
months ending June 30, 2011.


VITESSE SEMICONDUCTOR: William Martin Holds 8.2% Equity Stake
-------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, William C. Martin and his affiliates disclosed that
they beneficially own 2,006,927 shares of common stock of Vitesse
Semiconductor Corporation representing 8.2% of the shares
outstanding, based upon 24,454,924 Shares outstanding, which is
the total number of Shares outstanding as of Aug. 4, 2011, as
reported in the Company's Quarterly Report on Form 10-Q filed with
the Securities and Exchange Commission on Aug. 9, 2011.  A full-
text copy of the filing is available for free at:

                         http://is.gd/p02Ird

                            About Vitesse

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of semiconductor
solutions for Carrier and Enterprise networks worldwide.

In October 2009, Vitesse completed a debt restructuring
transaction that resulted in the conversion of 96.7% of the
Company's 2024 Debentures into a combination of cash, common
stock, Series B Preferred Stock and 2014 Debentures.  With respect
to the remaining 3.3% of the 2024 Debentures, Vitesse settled its
obligations in cash.  Additionally, Vitesse repaid $5.0 million of
its $30.0 million Senior Term Loan, the terms of which were
amended as part of the debt restructuring transactions.

The Company reported a net loss of $7.73 million on $37.45 million
of net revenue for the three months ended Dec. 31, 2010, compared
with a net loss of $33.86 million on $41.65 million of net revenue
for the same period a year ago.

The Company's balance sheet at June 30, 2011, showed $72.02
million in total assets, $96.49 million in total liabilities and a
$24.47 million total stockholders' deficit.


WASHINGTON MUTUAL: Court Approves Insurance Policies Motion
-----------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court issued
an order authorizing (I) Washington Mutual (WMI) to surrender and
terminate certain insurance policies and (II) the distribution of
the policy proceeds.

According to the motion, "Surrendering the Policies would lead to
the monetization of approximately $57.8 million, ensuring that
such funds are readily available for distribution to WMI's
creditors upon confirmation of a chapter 11 plan. Moreover,
surrendering the Policies at this time would result in a total
$881,336.46 of insurance charges being credited back to the
Policies' Accumulated Value."


                    About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators. The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively). WaMu owns
100% of the equity in WMI Investment. When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695. WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP. The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York, and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee. The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

On Jan. 7, 2011, the Bankruptcy Court entered a 107-page opinion
determining that the global settlement agreement, among certain
parties including WMI, the Federal Deposit Insurance Corporation
and JPMorgan, upon which the Plan is premised, and the
transactions contemplated therein, are fair, reasonable, and in
the best interests of WMI. However, the Opinion and related order
denied confirmation, but suggested certain modifications to the
Company's Sixth Amended Joint Plan of Affiliated Debtors that, if
made, would facilitate confirmation.

WaMu filed a Modified Sixth Amended Joint Plan and a related
Supplemental Disclosure Statement, which it believes would address
the Bankruptcy Court's concerns.

On Sept. 13, 2011, Judge Walrath denied confirmation of WaMu's
Modified Sixth Amended Plan and granted equity committee standing
to prosecute claims for equitable disallowance but stayed the
ruling pending mediation.

Judge Walrath scheduled a status hearing for Oct. 7, 2011, at
11:30 a.m. to consider the issues to be referred to a mediator.

WaMu said it would seek confirmation of a revised plan "as soon as
practicable."

The Plan proposes to pay more than $7 billion to creditors and
incorporates a global settlement agreement resolving issues among
the Debtors, JPMorgan Chase, the Federal Deposit Insurance Corp.
in its corporate capacity and as receiver for WaMu Bank, certain
large creditors, certain WMB senior noteholders, and the
creditors' committee. The Settlement Noteholders are Appaloosa
Management, L.P., Aurelius Capital Management LP, Centerbridge
Partners, LP, and Owl Creek Asset Management, L.P.


WESTERN COMMS: Has Until Nov. 15 to File Plan of Reorganization
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon extended
until Nov. 15, 2011, Western Communications, Inc.'s time to file a
proposed plan of reorganization and explanatory disclosure
statement.

                   About Western Communications

Western Communications, Inc., is a family-owned corporation
founded by renowned editor Robert W. Chandler.  Headquartered in
Bend, Oregon, Western Communications is a small market newspaper,
niche publishing, printing and digital media company with
publications spread throughout Oregon (six publications) and
California (two publications).  The Company produces and publishes
the Bend Bulletin, the Baker City Herald, the La Grande Observer,
the Redmond Spokesman, the Brookings Curry Coastal Pilot, the
Crescent City Daily Triplicate, and the Sonora Union Democrat.
The Company also publishes the Central Oregon Nickel Ads in Bend,
Oregon.

Western Communications filed for Chapter 11 bankruptcy (Bankr.
Ore. Case No. 11-37319) on Aug. 23, 2011.  Albert N. Kennedy,
Esq., and Michael W. Fletcher, Esq., at Tonkon Torp LLP, in
Portland, Oregon, serve as the Debtor's bankruptcy counsel.  The
Zinser Law Firm, P.C., and Davis Wright Tremaine LLP serve as the
Debtor's special purpose counsel.  The petition was signed by
Gordon Black, president.  The Company disclosed $31,254,096 in
assets and $19,068,329 in liabilities as of the Chapter 11 filing.

The U.S. Trustee said that an official committee of unsecured
creditors has not been appointed because an insufficient number of
persons holding unsecured claims against Western Communications
have expressed interest in serving on a committee.


WILLARD FRAZIER: Court Defers Ruling on Usurious Loan
-----------------------------------------------------
Principals of a company that loaned funds to Willard H. Frazier,
Jr., may be penalized for executing the loan under their name
instead of the company's, and at usurious rate.

Ami Hower is a licensed California Finance Lender broker. Her
husband, Robert, is not a licensee.  They are the principals in a
California corporation known as It's a Jungle Out There, doing
business as Vintage Capital.  Prior to Mr. Frazier's Chapter 11
filing, the Howers, through IAJOT, agreed to make Mr. Frazier a
secured 90-day loan of $192,747.  The terms of the loan were
usurious under California law for anyone who was not a California
Licensed Lender pursuant to the California Finance Lenders Law,
Cal.Fin.C. Sec. 22000 et seq.

Although IAJOT was an active commercial lender and it used a title
company it had regularly used and a title officer who had handled
numerous escrows in relation to IAJOT loans, somehow the loan
documents were drawn up identifying the Howers as the lenders
personally.  The Howers knew that Mr. Frazier was traveling to
Europe and that he needed to have the loan funds immediately to
avoid property tax penalties. The Howers say that they instructed
the escrow officer to draft new documents, but that at the
pleading of Mr. Frazier they agreed to close on the documents he
had already signed as long as Mr. Frazier agreed that the loan was
from IAJOT and not the Howers personally.

Despite the "mistake," the Howers never took any steps to assign
the note and deed of trust from them to IAJOT.  Instead, Ami Hower
says she made a self-serving internal memo, dated 4-8-09 on
Vintage Capital letterhead, reciting the "facts" and stating at
the end "$192.747.50 note assigned to corporation as it is a
corporate debt."  When it came time to foreclose, all paper work
was in the Howers' name as if they owned the note.

Mr. Frazier has objected to the Howers' proof of claim, on grounds
of usury.

Bankruptcy Judge Alan Jaroslovsky said the Howers made two serious
mistakes.  The first was drafting the memo of 4-8-09 instead of
correcting the "mistake" promptly and properly.  The second was in
thinking that Mr. Frazier's agreement in any way waived the usury
defense to the claim.

Judge Jaroslovsky noted that California usury laws were designed
to penalize lenders taking advantage of unwary and necessitous
borrowers.  California courts have regularly held that, absent
fraud on the part of the borrower, the parties are not in pari
delicto in a usurious transaction.  The lender may not assert an
estoppel against the borrower simply because the borrower took the
initiative in seeking the loan, knew of the usurious nature of the
transaction, and paid usurious interest without protest.  The
judge said Mr. Frazier's "acknowledgment" that the loan was an
IAJOT loan and not a personal loan from the Howers totally and
completely irrelevant.

Judge Jaroslovsky, however, declined to rule on the claim at this
point.  He noted that there is only one true issue, which is
whether, as a factual matter, there was a true mistake as opposed
to an attempt by the Howers to circumvent the California Finance
Lenders Law.  There are several factors which bring the "mistake"
argument into question, including the source of the funds, the
lack of proper correction of the "mistake," the fact that the
Howers commenced foreclosure under their own names and, most
crucially, how an experienced title officer who had who had
handled numerous escrows in relation to IAJOT loans could have
made such a fundamental error.  Resolution of this factual issue
requires a further hearing and live testimony, as credibility will
be a key factor, Judge Jaroslovsky said.

A copy of the Court's Oct. 15, 2011 Memorandum is available at
http://is.gd/iBK15afrom Leagle.com

Napa, California-based Willard H. Frazier, Jr., filed for Chapter
11 bankruptcy (Bankr. N.D. Calif. Case No. 10-14148) on Oct. 28,
2010.  Judge Alan Jaroslovsky presides over the case.  The Law
Offices of Michael C. Fallon -- mcfallon@fallonlaw.net --
represents the Debtor as counsel.  In his petition, the Debtor
estimated under $500,000 in assets and $10 million in debts.


WISP RESORT: Files for Chapter 11 Protection
--------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that D.C. Development LLC, the owner of the Wisp Resort in
filed for Chapter 11 protection (Bankr. D. Md. Case No. 11-30548)
on Oct. 15 in Greenbelt, Maryland, along with affiliates.

The ski and golf resort is situated on 2,200 acres with two golf
courses, 32 ski trails, and 12 ski lifts.  The hotel has 102
suites and 67 guest rooms.

Court papers say the ski resort has performed "exceptionally
well."Financial problems were caused by a guarantee given to
Branch Banking & Trust Co. to secure a $29.6 million judgment the
bank obtained on a real estate development within the property.

Sales of real estate fell from $26 million in 2006 to $1.7 million
in 2010, a court paper says.


WSP HOLDINGS: Posts $19.2 Million Net Loss in Q2 Ended June 30
--------------------------------------------------------------
WSP Holdings Limited announced on Oct. 11, 2011, its unaudited
financial results for the second quarter ended June 30, 2011.

"The second quarter saw an overall increase in our revenues from
the first quarter of 2011, mainly due to an increase in sales of
API products in China.  Export sales also increased in the second
quarter of 2011 due to an increase in sales of non-API products to
Venezuela.  We are encouraged by the overall increase in our
revenues that resulted from increases in domestic and export
sales," commented Mr. Longhua Piao, the Chairman and CEO of WSP
Holdings.  "We expect to see a gradual increase in our export
sales of both API and non-API products to countries in South
America, Middle East and Central Asia as we continue to build upon
our success in these new international markets."

WSP Holdings reported revenues of $185.5 million in the second
quarter of 2011 compared to $131.2 million in the first quarter of
2011 mainly due to an increase in revenues generated from domestic
sales.  Domestic sales and international sales accounted for 57.5%
and 42.5%, respectively, of total revenues for the second quarter
of 2011.

Gross margin in the second quarter of 2011 was 3.6%, compared to
9.1% in the first quarter of 2011 and 5.6% in the second quarter
of 2010.  Lower quarter-over-quarter and year-over-year gross
margins were primarily due to an increase in raw material costs,
which resulted in higher costs of revenues in the second quarter
of 2011.

Operating expenses in the second quarter of 2011 were
$16.9 million, down 17.2% from $20.4 million in the first quarter
of 2011 and up 27.0% from $13.3 million in the second quarter of
2010.  Selling and marketing expenses were $6.1 million, compared
to $5.4 million in the first quarter of 2011 and $4.9 million in
the second quarter of 2010.  General and administrative expenses
were $10.9 million, compared to $15.5 million in the first quarter
of 2011 and $11.1 million in the second quarter of 2010.  The
quarter-over-quarter decrease in general and administrative
expenses was primarily due to a reduction of bad debt provision in
the second quarter of 2011.

Loss from operations was $10.1 million in the second quarter of
2011, compared to loss from operations of $8.5 million and
$5.8 million in the first quarter of 2011 and the second quarter
of 2010, respectively.

Net interest expense was $10.0 million in the second quarter of
2011, compared to $7.4 million in the first quarter of 2011 and
$6.9 million in the second quarter of 2010.  Higher year-over-year
net interest expense was mainly attributable to an increase in
borrowings and interest rate, and partially due to a reduction in
the capitalization of interest expense with the completion of
certain construction projects.

The Company recorded an income tax expense of $1.4 million in the
second quarter of 2011, compared to income tax benefit of $71,000
in the second quarter of 2010.

Net loss attributable to WSP Holdings was $19.2 million in the
second quarter of 2011, compared to net loss of $13.7 million and
$12.0 million in the first quarter of 2011 and the second quarter
of 2010, respectively.

                        Six Month Results

Revenues for the first six months of 2011 were $316.7 million, up
62.4% from revenues of $195.0 million in the first six months of
2010.  Gross profit was $18.6 million for the first six months of
2011, compared to gross loss of $6.7 million for the first six
months of 2010.  Gross margin was 5.9%, compared to a negative
3.4% for the first six months of 2010.  Operating loss was
$18.6 million for the first six months of 2011, compared to
operating loss of $28.5 million for the first six months of 2010.
Net loss attributable to WSP Holdings was $33.0 million for the
first six months of 2011, compared to net loss attributable to WSP
Holdings of $39.0 million for the first six months of 2010.

The Company's balance sheet at June 30, 2011, showed
$1.528 billion in total assets, $1.260 billion in total
liabilities, and stockholders' equity of $268 million.

A complete text of the press release is available for free at:

                       http://is.gd/Fkczel

WSP Holdings Limited (NYSE: WH) -- http://www.wsphl.com/--
develops and manufactures seamless Oil Country Tubular Goods
(OCTG), including seamless casing, tubing and drill pipes used for
on-shore and off-shore oil and gas exploration, drilling and
extraction, and other pipes and connectors.  Founded as WSP China
in 1999, the Company offers a wide range of API and non-API
seamless OCTG products, including products that are used in
extreme drilling and extraction conditions.  The Company's
products are used in China's major oilfields and are exported to
oil producing regions throughout the world.

The Company is headquartered in Wuxi, Jiangsu Province, in the
People's Republic of China.

                          *     *     *

As reported in the TCR on Oct. 3, 2011, Deloitte Touche Tohmatsu
CPA Ltd., in Beijing, People's Republic of China, expressed
substantial doubt about WSP Holdings' ability to continue as a
going concern, following the Company's results for the fiscal year
ended Dec. 31, 2010.  The independent auditors noted that the
Company suffered significant operating loss and had working
capital deficiency and negative operating cash flow while
a significant amount of short-term borrowings is required to be
refinanced.


* Chapter 13 Debtor May Sue on Pre-Bankruptcy Claim
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that an individual in Chapter 13 has the right to sue a
lender on a claim that arose before bankruptcy, U.S. District
Judge Alexander Williams Jr. from Baltimore ruled in an Oct. 14
opinion.

According to the report, the case involved a lawsuit against a
lender involving financing for an automobile.  The lender had the
suit transferred from state court and promptly filed a motion to
dismiss.

The lender, Mr. Rochelle recounts, argued that only a Chapter 13
trustee has standing, meaning the right to pursue a claim that
belonged to the bankrupt before the Chapter 13 filing.  The lender
cited a 2002 ruling by a district judge in North Carolina called
In re Family Dollar FLSA Litigation dismissing a suit under
similar circumstances.

Judge Williams, according to Mr. Rochelle, declined to follow the
North Carolina decision, although it came from another district
judge in the 7th Circuit.  Instead, Judge Williams said it was
best to follow the five U.S. Courts of Appeal holdings that an
individual in Chapter 13 has standing to bring suit on a pre-
bankruptcy claim.

The case is Brooks v. Prestige Financial Services Inc., 11-0237,
U.S. District Court, District of Maryland (Baltimore).


* Missing Note Trips Up Mortgage Lender in 8th Cir. BAP Ruling
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a lender who couldn't produce the original mortgage
note wasn't entitled to judgment from the bankruptcy court
allowing enforcement of the mortgage.  The case involved a
mortgage where the original lender went into Chapter 11 and sold
the assets.  The U.S. Bankruptcy Appellate Panel for the Eighth
Circuit said in an opinion that there was nothing in the record to
show the "location of the note."  The case is Banks v. Kondaur
Capital Corp. (In re Banks), 11-6025, U.S. 8th Circuit Bankruptcy.


* Debt of Dissolved Company Not Discharged for Owners
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that shareholders who dissolve a corporation to avoid
paying a judgment against the business end up with a non-
dischargeable debt in their personal bankruptcies, according to an
Oct. 5 opinion by Judge Cecelia G. Morris in Poughkeepsie, New
York.  The corporation was saddled with a $350,000 judgment.
While the judgment was on appeal, the two shareholders dissolved
the corporation and continued operating the business.  Judge
Morris said that the shareholders "dissolved their corporation in
secrecy to those creditors who they did not see fit to pay."
Judge Morris held that the former owners, now in Chapter 7
bankruptcy, are personally liable for the judgment against the
business.  The case is Esposito v. Hartley (In re Hartley),
19-9055, U.S. Bankruptcy Court, Southern District New York
(Poughkeepsie).


* Rise in 3Q NFP Healthcare Upgrades Not Likely to Continue
-----------------------------------------------------------
In a surprising result not likely to ignite a trend, rating
activity for the not-for-profit health care sector in the third
quarter of the year saw 10 upgrades to only five downgrades, says
Moody's Investors Service in its quarterly report on rating
activity for the sector.

The decline in downgrades was steeper than in any single quarter
over the last decade, and it was only the second time in nearly
two years that upgrades exceeded downgrades. The $2.1 billion in
upgraded debt well exceeded the dollar amount of downgraded debt,
$4.6 million.

"The causes are various, idiosyncratic, and do not reflect more
entrenched negative credit trends facing hospitals," said Moody's
Associate Analyst Jennifer Ewing, author of the report. "As payer
pressures accelerate and volumes show declining trends, the low
number of downgrades is not likely to continue and, by year's end,
we expect that total downgrades will once again outpace upgrades."

Moody's Ewing said the much larger dollar amount of upgraded debt
in comparison to downgraded debt is due to the higher volume of
upgrades relative to downgrades and due to the larger size and
often greater debt capacity of upgraded providers.

Some upgraded providers were aided by new state Medicaid provider
fee programs that helped give some management teams time to cut
expenses, rationalize services, and adjust to weak economic
conditions and volume declines, according to the Moody's report.

"Some of the rating upgrades also reflect the material increase in
liquidity following the receipt of provider fee program funds,"
said Ewing. "Other upgrades were due to merger activity, accenting
the consolidation we expect to see in the industry over the next
couple of years."

Moody's affirmed 82 ratings in the quarter, representing 85% of
all rating activity and affecting approximately $27.7 billion in
debt, which is consistent with the longstanding historical trend
of affirmations dwarfing rating changes. Of the 82 affirmations in
the third quarter of 2011, 17 were accompanied by outlook changes
in a positive direction and seven in a negative direction.

Other findings offered in the Moody's report include:

-- Third quarter rating activity was a material shift from second
   quarter of 2011 when downgrades (12) outpaced upgrades (three)
   at a rate of 4.0 to 1.

-- The ratio of 2 to 1 in favor of upgrades in the third quarter
   was a departure from the 11 downgrades and seven upgrades (1.6
   to 1) of the third quarter of 2010.

-- Through the first three quarters of 2011, downgrades (23)
   exceed upgrades (18) for a ratio of 1.3 to 1; Moody's expects
   downgrades to exceed upgrades for 2011 as a whole.

The report is entitled "U.S. Not-For-Profit Healthcare Quarterly
Ratings Monitor: Surprising Rise in Upgrades in Third Quarter
2011."


* SecondMarket Says Q3 Bankruptcy-Claims Trading Hits 2011 High
---------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that new data show that
buyers and sellers of bankruptcy claims had a busy third quarter,
with both the volume and dollar amount of traded debt hitting a
year-to-date high.


* GAO Report Confirms Asbestos Bankruptcy Trust System is Broken
----------------------------------------------------------------
Lisa A. Rickard, President of the U.S. Chamber Institute for Legal
Reform, made the following statement regarding the release of
Asbestos Injury Compensation: The Role and Administration of
Asbestos Trusts, a Government Accountability Office (GAO) report
to Rep.  Lamar Smith (R-TX), Chairman of the House Judiciary
Committee.

"I commend Chairman Smith for commissioning this report, which
confirms that the asbestos trusts operate under a shroud of
secrecy and without judicial or federal government oversight.

"It is becoming clear that rather than acting to prevent abusive
claims, the asbestos trusts are effectively encouraging fraud by
inhibiting claims information sharing between the trusts and the
tort system.  We hope that Congress's growing attention to this
important issue will ensure that the trusts operate in a manner
fair to asbestos victims and job-creating businesses, not
plaintiffs' lawyers and fraudulent claimants."

The GAO report explicitly acknowledges that the asbestos
bankruptcy trusts, which are established by bankrupt companies and
currently control over $36 billion in assets, do not make claimant
filing information publicly available.  The report also finds that
65% of trusts have implemented procedures that block the
information sharing necessary to prevent fraudulent claims. In
addition, only three of the eleven trusts interviewed by GAO have
audited their claims, and only one has submitted medical evidence
for external review.

The U.S. Chamber of Commerce is the world's largest business
federation representing the interests of more than 3 million
businesses of all sizes, sectors, and regions, as well as state
and local chambers and industry associations.


* Fitch Says Defaults by Junk-Rated Issuers Lower Than Expected
---------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that the default rate
among high-yield issuers is expected to end the year between 1%
and 1.5%, according to a latest report from Fitch Ratings
released.


* Strategic Value Raises $750M for New Special Situations Fund
--------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that strategic Value
Partners raked in $750 million so far for its second special
situations fund that will target European distressed credit, said
a person familiar with the situation.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In Re James Lasher
   Bankr. D. Ariz. Case No. 11-28559
      Chapter 11 Petition filed October 11, 2011

In Re Adel Ibrahim
   Bankr. C.D. Calif. Case No. 11-24108
      Chapter 11 Petition filed October 11, 2011

In Re Gerard Bochicchio
   Bankr. C.D. Calif. Case No. 11-52400
      Chapter 11 Petition filed October 11, 2011

In Re Geoffrey Fabie
   Bankr. E.D. Calif. Case No. 11-44274
      Chapter 11 Petition filed October 11, 2011

In Re Seung Bang
   Bankr. N.D. Calif. Case No. 11-70813
      Chapter 11 Petition filed October 11, 2011

In Re Sean Park
   Bankr. S.D. Calif. Case No. 11-16788
      Chapter 11 Petition filed October 11, 2011

In Re Lit'l Patch of Heaven Inc.
   Bankr. D. Colo. Case No. 11-33964
      Chapter 11 Petition filed October 11, 2011
         See http://bankrupt.com/misc/cob11-33964p.pdf
         See http://bankrupt.com/misc/cob11-33964c.pdf
         represented by  Kevin D. Heupel, Esq.
                         Michael J. Hudock and Associates PC
                         E-mail: kevin@heupellaw.com

In Re Peter Mertz
   Bankr. D. Colo. Case No. 11-34011
      Chapter 11 Petition filed October 11, 2011

In Re Richard Ross
   Bankr. D. D.C. Case No. 11-00757
      Chapter 11 Petition filed October 11, 2011

In Re Edward Mortellaro
   Bankr. M.D. Fla. Case No. 11-19041
      Chapter 11 Petition filed October 11, 2011

In Re Preston Ruth
   Bankr. M.D. Fla. Case No. 11-07426
      Chapter 11 Petition filed October 11, 2011

In Re Joey Strong
   Bankr. W.D. La. Case No. 11-31993
      Chapter 11 Petition filed October 11, 2011

In Re Brian McCarty
   Bankr. W.D. Mo. Case No. 11-21746
      Chapter 11 Petition filed October 11, 2011

In Re Capital Investment Enterprises
        dba Prima Pizza
   Bankr. D. Nev. Case No. 11-26062
      Chapter 11 Petition filed October 11, 2011
         See http://bankrupt.com/misc/nvb11-26062.pdf
         represented by  Timothy P. Thomas,  Esq.
                         Law Offices Of Timothy P. Thomas,LC
                         E-Mail: Tthomas@Tthomaslaw.Com

In Re William Johnson
   Bankr. S.D. Ohio Case No. 11-60313
      Chapter 11 Petition filed October 11, 2011

In Re 639 Smithfield Street Corp.
        dba Smithfield Street Caf‚
   Bankr. W.D. Pa. Case No. 11-26307
      Chapter 11 Petition filed October 11, 2011
         See http://bankrupt.com/misc/pawb11-26307.pdf
         represented by Michael J. Henny,  Esq.
                         Law Offices of Michael J. Henny
                         E-Mail: m.henny@hennylaw.com


In Re NCA Transport LLC
   Bankr. W.D. Ark. Case No. 11-74613
      Chapter 11 Petition filed October 12, 2011
         See http://bankrupt.com/misc/arwb11-74613.pdf
         represented by: Robert Dale Teague,  Esq.
                         Robert D. Teague, P.A.
                         E-Mail: rteague@teague-law.com

In Re Armen Dallakian
   Bankr. C.D. Calif. Case No. 11-52632
      Chapter 11 Petition filed October 12, 2011

In Re Richard Barrett
   Bankr. C.D. Calif. Case No. 11-22005
      Chapter 11 Petition filed October 12, 2011

In Re All Things Green, Inc.
   Bankr. E.D. Calif. Case No. 11-44433
      Chapter 11 Petition filed October 12, 2011
         filed pro se

In Re Jane Pinger
   Bankr. E.D. Calif. Case No. 11-44412
      Chapter 11 Petition filed October 12, 2011

In Re Esterlita Tapang
   Bankr. N.D. Calif. Case No. 11-59479
      Chapter 11 Petition filed October 12, 2011

In Re Jose Castaneda
   Bankr. N.D. Calif. Case No. 11-13754
      Chapter 11 Petition filed October 12, 2011

In Re Sawhney Property LP
        dba Sawhney Property LLC (GP)
   Bankr. N.D. Calif. Case No. 11-70893
      Chapter 11 Petition filed October 12, 2011
         See http://bankrupt.com/misc/canb11-70893.pdf
         represented by: Robert C. Borris, Jr.,  Esq.
                         Law Offices of Robert C. Borris Jr.
                         E-Mail: RBorrisjr@aol.com

In Re Michael Taylor
   Bankr. M.D. Fla. Case No. 11-19102
      Chapter 11 Petition filed October 12, 2011


In Re Smith, Dean & Associates, Inc.
   Bankr. M.D. Fla. Case No. 11-07453
      Chapter 11 Petition filed October 12, 2011
         See http://bankrupt.com/misc/flmb11-07453.pdf
         represented by: Jason A. Burgess, Esq.
                         The Law Offices of Jason A. Burgess, LLC
                         E-Mail: jason@jasonaburgess.com

In Re Richard Yates
   Bankr. N.D. Fla. Case No. 11-40830
      Chapter 11 Petition filed October 12, 2011

In Re Holleicke-Perrin Tires Inc.
   Bankr. D. Kan. Case No. 11-13158
      Chapter 11 Petition filed October 12, 2011
         See http://bankrupt.com/misc/ksb11-13158.pdf
         represented by: Todd Allison, Esq.
                         Law Office of Todd Allison, PA
                         E-Mail: todd@toddallisonlaw.com

In Re John Stout
   Bankr. D. Nev. Case No. 11-26136
      Chapter 11 Petition filed October 12, 2011

In Re Louis Durano
   Bankr. D. Nev. Case No. 11-53184
      Chapter 11 Petition filed October 12, 2011

In Re Bank Building Associates Limited Partnership
   Bankr. D. N.J. Case No. 11-39636
      Chapter 11 Petition filed October 12, 2011
         See http://bankrupt.com/misc/njb11-39636.pdf
         represented by: Morris S. Bauer, Esq.
                         Norris McLaughlin & Marcus, PA
                         E-Mail: msbauer@nmmlaw.com

In Re 2946 Fulton Street, LLC
   Bankr. E.D.N.Y. Case No. 11-48661
      Chapter 11 Petition filed October 12, 2011
         filed pro se

In Re N&K Animal Productions LLC
        dba The Draft
   Bankr. S.D.N.Y. Case No. 11-14766
      Chapter 11 Petition filed October 12, 2011
         See http://bankrupt.com/misc/nysb11-14766.pdf
         represented by: Jonathan S. Pasternak, Esq.
                         Rattet Pasternak, LLP
                         E-Mail: jsp@rattetlaw.com

In Re Travis Realty, Inc.
   Bankr. S.D.N.Y. Case No. 11-24010
      Chapter 11 Petition filed October 12, 2011
         See http://bankrupt.com/misc/nysb11-24010.pdf
         represented by: Jonathan S. Pasternak, Esq.
                         Rattet Pasternak, LLP
                         E-Mail: jsp@rattetlaw.com

In Re Dallas Shatley
   Bankr. W.D. N.C. Case No. 11-51257
      Chapter 11 Petition filed October 12, 2011

In Re Alan Letterle
   Bankr. W.D. Pa. Case No. 11-26335
      Chapter 11 Petition filed October 12, 2011

In Re Bidzirk Properties, LLC
   Bankr. D. S.C. Case No. 11-06352
      Chapter 11 Petition filed October 12, 2011
         See http://bankrupt.com/misc/scb11-06352.pdf
         represented by: Robert A. Pohl, Esq.
                         Stodghill Law Firm Chartered
                         E-Mail: rpohl@stodghill-law.com

In Re John Roland
   Bankr. N.D. Texas Case No. 11-36541
      Chapter 11 Petition filed October 12, 2011

In Re Florence Enterprises Inc.
        dba Big O Tires Layton
   Bankr. D. Utah Case No. 11-34857
      Chapter 11 Petition filed October 12, 2011
         See http://bankrupt.com/misc/utb11-34857.pdf
         represented by: Russell D. Hartill, Esq.
                         E-Mail: russhartill@gmail.com

In Re Markers Arroyo Verde, LLC
   Bankr. D. Ariz. Case No. 11-28926
      Chapter 11 Petition filed October 13, 2011
         See http://bankrupt.com/misc/azb11-28926.pdf
         represented by: Michael G. Tafoya,  Esq.
                         Law Office Of Michael G. Tafoya
                         E-Mail: michael.tafoya@azbar.org

In Re REEB Family Limited Partnership
   Bankr. D. Ariz. Case No. 11-28908
      Chapter 11 Petition filed October 13, 2011
         filed pro se

In Re Aida Soulahian
   Bankr. C.D. Calif. Case No. 11-52904
      Chapter 11 Petition filed October 13, 2011

In Re Eder Interian
   Bankr. C.D. Calif. Case No. 11-24298
      Chapter 11 Petition filed October 13, 2011

In Re Ruben Montes
   Bankr. C.D. Calif. Case No. 11-14783
      Chapter 11 Petition filed October 13, 2011

In Re Azukar Lounge, LLC
        aka Al Pham
   Bankr. E.D. Calif. Case No. 11-44519
      Chapter 11 Petition filed October 13, 2011
         See http://bankrupt.com/misc/caeb11-44519.pdf
         represented by: W. Austin Cooper,  Esq.

In Re Keenan Howard
   Bankr. E.D. Calif. Case No. 11-44476
      Chapter 11 Petition filed October 13, 2011

In Re Nocturnal Miami Inc.
   Bankr. S.D. Fla. Case No. 11-38415
      Chapter 11 Petition filed October 13, 2011
         filed pro se

In Re Scott Conklin
      Irene Sage
   Bankr. E.D. La. Case No. 11-13391
      Chapter 11 Petition filed October 13, 2011

In Re Juana Quezada
   Bankr. D. Mass. Case No. 11-19710
      Chapter 11 Petition filed October 13, 2011

In Re Legends Design &Graphics LLC
   Bankr. D. N.J. Case No. 11-39792
      Chapter 11 Petition filed October 13, 2011
         See http://bankrupt.com/misc/njb11-39792.pdf
         represented by: Andre L. Kydala, Esq.
                         E-Mail: kydalalaw@aim.com

In Re New Life Christian Fellowship Church, Inc.
   Bankr. D. N.J. Case No. 11-39776
      Chapter 11 Petition filed October 13, 2011
         See http://bankrupt.com/misc/njb11-39776.pdf
         represented by: Robert Pickett, Esq.

In Re Shuttle Truck Service, Inc.
   Bankr. W.D. N.C. Case No. 11-40649
      Chapter 11 Petition filed October 13, 2011
         See http://bankrupt.com/misc/ncwb11-40649.pdf
         represented by: D. Rodney Kight, Jr., Esq.
                         Kight Law Office PC
                         E-Mail: info@kightlaw.com

In Re Seeds, Inc.
   Bankr. E.D. Pa. Case No. 11-17950
      Chapter 11 Petition filed October 13, 2011
         See http://bankrupt.com/misc/paeb11-17950.pdf
         represented by: Timothy Zearfoss, Esq.
                         Law Offices of Timothy Zearfoss
                         E-Mail: tzearfoss@aol.com

In Re John Paul Wilson
    Bankr. D. R.I. Case No. 11-13952
       Chapter 11 Petition filed October 13, 2011
          See http://bankrupt.com/misc/rib11-13952.pdf

In Re Sandalwood Social Club
        dba Spinners Resort & Marina
   Bankr. D. S.C. Case No. 11-06374
      Chapter 11 Petition filed October 13, 2011
         See http://bankrupt.com/misc/scb11-06374.pdf
         represented by: Reid B. Smith, Esq.
                         Price Bird Smith & Boulware PA
                         E-Mail: reid@pricebirdlaw.com

In Re Duane Rowett
   Bankr. W.D. Wash. Case No. 11-22019
      Chapter 11 Petition filed October 13, 2011

In Re Behfar Jahanbin
   Bankr. C.D. Calif. Case No. 11-24366
      Chapter 11 Petition filed October 14, 2011

In Re Carlos Medrano
   Bankr. C.D. Calif. Case No. 11-42065
      Chapter 11 Petition filed October 14, 2011

In Re Dave Singhal
   Bankr. C.D. Calif. Case No. 11-24379
      Chapter 11 Petition filed October 14, 2011

In Re Derrick Lightfoot
   Bankr. C.D. Calif. Case No. 11-53086
      Chapter 11 Petition filed October 14, 2011

In Re Joan Vidov
   Bankr. C.D. Calif. Case No. 11-22121
      Chapter 11 Petition filed October 14, 2011

In Re Padilla Construction Company of Nevada
   Bankr. C.D. Calif. Case No. 11-24337
      Chapter 11 Petition filed October 14, 2011
         See http://bankrupt.com/misc/cacb11-24337.pdf
         represented by: Anthony A. Friedman,  Esq.
                         Levene Neale Bender Rankin & Brill LLP
                         E-Mail: aaf@lnbrb.com

                         Ron Benderman,  Esq.
                         E-Mail: rb@lnbyb.com
In Re Grant Street LLC
   Bankr. N.D. Calif. Case No. 11-33732
      Chapter 11 Petition filed October 14, 2011
         filed pro se

In Re David Burgess
      Wendy Burgess
   Bankr. D. Md. Case No. 11-30516
      Chapter 11 Petition filed October 14, 2011

In Re Beverly Tougas
      Michel Tougas
   Bankr. E.D. Mich. Case No. 11-34789
      Chapter 11 Petition filed October 14, 2011

In Re Loukas, LLC
   Bankr. D. N.J. Case No. 11-39855
      Chapter 11 Petition filed October 14, 2011
         See http://bankrupt.com/misc/njb11-39855.pdf
         represented by: David A. Ast, Esq.
                         David Alan Ast, P.C.
                         E-Mail: davidast@davidastlaw.com

In Re Monis Young
   Bankr. D. N.J. Case No. 11-39864
      Chapter 11 Petition filed October 14, 2011

In Re Ammishaddai Deliverance Ministries
   Bankr. E.D.N.Y. Case No. 11-77286
      Chapter 11 Petition filed October 14, 2011
         filed pro se

In Re M A Salazar Inc.
   Bankr. E.D.N.Y. Case No. 11-77310
      Chapter 11 Petition filed October 14, 2011
         filed pro se

In Re 185 Columbus Equity Corp.
   Bankr. S.D.N.Y. Case No. 11-14804
      Chapter 11 Petition filed October 14, 2011
         See http://bankrupt.com/misc/nysb11-14804.pdf
         represented by: Jonathan S. Pasternak, Esq.
                         Rattet Pasternak, LLP
                         E-Mail: jsp@rattetlaw.com

In Re Carabie Corporation
   Bankr. S.D.N.Y. Case No. 11-24036
      Chapter 11 Petition filed October 14, 2011
         See http://bankrupt.com/misc/nysb11-24036.pdf
         represented by: Jonathan S. Pasternak, Esq.
                         Rattet Pasternak, LLP
                         E-Mail: jsp@rattetlaw.com

In Re Roma 380 Equities Corporation
   Bankr. S.D.N.Y. Case No. 11-14803
      Chapter 11 Petition filed October 14, 2011
         See http://bankrupt.com/misc/nysb11-14803.pdf
         represented by: Jonathan S. Pasternak, Esq.
                         Rattet Pasternak, LLP
                         E-Mail: jsp@rattetlaw.com

In Re Two-Twenty Eight Corporation
   Bankr. S.D.N.Y. Case No. 11-24035
      Chapter 11 Petition filed October 14, 2011
         See http://bankrupt.com/misc/nysb11-24035.pdf
         represented by: Steven D. Hamburg, Esq.
                         E-Mail: kshamburg@optonline.net

In Re Jeannine Berman
   Bankr. E.D. N.C. Case No. 11-07886
      Chapter 11 Petition filed October 14, 2011

In Re Wheelworks Hand Car Wash & Expert Auto Detailing, Inc.
   Bankr. E.D. Pa. Case No. 11-18000
      Chapter 11 Petition filed October 14, 2011
         See http://bankrupt.com/misc/paeb11-18000p.pdf
         See   http://bankrupt.com/misc/paeb11-18000c.pdf
         represented by: Dimitri L. Karapelou, Esq.
                         Law Offices of Dimitri L. Karapelou, LLC
                         E-Mail: dkarapelou@karapeloulaw.com

In Re Richard Gaines
   Bankr. M.D. Pa. Case No. 11-07000
      Chapter 11 Petition filed October 14, 2011

In Re Fred Moore III
   Bankr. W.D. Pa. Case No. 11-26401
      Chapter 11 Petition filed October 14, 2011

In Re Jose Perez Portales
   Bankr. D. Puerto Rico Case No. 11-08893
      Chapter 11 Petition filed October 14, 2011

In Re Tropical Belt, Inc.
   Bankr. D. Puerto Rico Case No. 11-08894
      Chapter 11 Petition filed October 14, 2011
         See http://bankrupt.com/misc/prb11-08894.pdf
         represented by: Jose L. Jimenez Quinones, Esq.
                         Jimenez Quinones Law Office, PSC
                         E-Mail: jimenezlawoffice@gmail.com

In Re Fivecoat Banner RV Campground, LLC
        dba Fivecoat Banner Shell C Store
   Bankr. D. Utah Case No. 11-34970
      Chapter 11 Petition filed October 14, 2011
         See http://bankrupt.com/misc/utb11-34970.pdf
         represented by: Lee Rudd, Esq.
                         E-Mail: leerudd@ruddlaw.com

In Re King Of Pita Bakery, Inc.
   Bankr. E.D. Va. Case No. 11-17493
      Chapter 11 Petition filed October 14, 2011
         See http://bankrupt.com/misc/vaeb11-17493p.pdf
         See http://bankrupt.com/misc/vaeb11-17493c.pdf
         represented by: Joseph Michael Langone, Esq.
                         Law Offices of Joseph M. Langone
                         E-Mail: langonej@hotmail.com

In Re Haroon Enterprises, Inc.
        dba Timerbline Cafe
   Bankr. W.D. Wash. Case No. 11-22067
      Chapter 11 Petition filed October 14, 2011
         See http://bankrupt.com/misc/wawb11-22067.pdf
         represented by: Larry B. Feinstein, Esq.
                         Vortman & Feinstein
                         E-Mail: feinstein2010@gmail.com


In Re Way of Grace Ministries, Inc.
   Bankr. M.D. Fla. Case No. 11-15664
      Chapter 11 Petition filed October 15, 2011
         See http://bankrupt.com/misc/flmb11-15664.pdf
         represented by: Kenneth D. Herron, Jr, Esq.
                         E-Mail: kherron@whmh.com

In Re Colby Landiss
   Bankr. N.D. Fla. Case No. 11-40838
      Chapter 11 Petition filed October 16, 2011

In Re Action Business & Home Improvements, Inc.
   Bankr. D. Ariz. Case No. 11-29127
      Chapter 11 Petition filed October 17, 2011
         See http://bankrupt.com/misc/azb11-74613.pdf
         represented by: Michael L. Gertell, Esq.
                         E-Mail: mgertellesq@aol.com

In Re Oswaldo Marmol
   Bankr. C.D. Calif. Case No. 11-53375
      Chapter 11 Petition filed October 17, 2011

In Re Patricia Applegate
   Bankr. C.D. Calif. Case No. 11-53357
      Chapter 11 Petition filed October 17, 2011

In Re Robert Brown
   Bankr. E.D. Calif. Case No. 11-44723
      Chapter 11 Petition filed October 17, 2011

In Re Lyric Opera San Diego
        aka Birch North Park Theatre
   Bankr. S.D. Calif. Case No. 11-17068
      Chapter 11 Petition filed October 17, 2011
         See http://bankrupt.com/misc/casb11-17068p.pdf
         See  http://bankrupt.com/misc/casb11-17068c.pdf
         represented by: Joseph J. Rego, Esq.
                         Law Office of Joseph Rego
                         E-Mail: joerego@regolaw.com

In Re Richard Cheroske
   Bankr. S.D. Calif. Case No. 11-17067
      Chapter 11 Petition filed October 17, 2011

In Re Ichi Property Management, Inc.
   Bankr. M.D. Fla. Case No. 11-19334
      Chapter 11 Petition filed October 17, 2011
         See http://bankrupt.com/misc/flmb11-19334.pdf
         represented by: Marshall G. Reissman, Esq.
                         Reissman & Blanchard, P.A.
                         E-Mail: marshall@reissmanlaw.com

In Re William Grant
   Bankr. N.D. Fla. Case No. 11-40839
      Chapter 11 Petition filed October 17, 2011

In Re Martin Frantz
   Bankr. D. Idaho Case No. 11-21337
      Chapter 11 Petition filed October 17, 2011

In Re Tina Courville
   Bankr. W.D. La. Case No. 11-51478
      Chapter 11 Petition filed October 17, 2011

In Re Louis Heon
   Bankr. D. Md. Case No. 11-30642
      Chapter 11 Petition filed October 17, 2011

In Re McIntosh Machine & Mfg Inc.
   Bankr. D. Minn. Case No. 11-61004
      Chapter 11 Petition filed October 17, 2011
         See http://bankrupt.com/misc/mnb11-61004.pdf
         represented by: Kevin T. Duffy, Esq.
                         Duffy Law Office
                         E-Mail: duffylaw@mncable.net

In Re Paul Wagner
   Bankr. W.D. Mo. Case No. 11-44840
      Chapter 11 Petition filed October 17, 2011

In Re Steven Sehr
   Bankr. D. N.M. Case No. 11-14510
      Chapter 11 Petition filed October 17, 2011

In Re Centro Radiologico Morovis CSP
   Bankr. D. Puerto Rico Case No. 11-08917
      Chapter 11 Petition filed October 17, 2011
         See http://bankrupt.com/misc/prb11-08917.pdf
         represented by: Maximiliano Trujillo Gonzalez, Esq.
                         E-Mail: maxtruj@yahoo.com

In Re Edwin Quiles Casimiro
   Bankr. D. Puerto Rico Case No. 11-08933
      Chapter 11 Petition filed October 17, 2011




                           *********

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.


                  *** End of Transmission ***